form10q.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No.

111596

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		58-1954497 (IRS Employer Identification Number)

8302 Dunwoody Place, Suite 250, Atlanta, GA (Address of principal executive offices)		30350 (Zip Code)

(770) 587-9898

(Registrant's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes T No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer £ Accelerated Filer T Non-accelerated Filer £ Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No T

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the close of the latest practical date.

Class

Outstanding at August 1, 2011

Common Stock, $.001 Par Value

55,173,586

shares of registrant’s

Common Stock

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

INDEX

PART I	FINANCIAL INFORMATION		Page No.

	Item 1.	Condensed Financial Statements

		Consolidated Balance Sheets -
		June 30, 2011 (unaudited) and December 31, 2010	1

		Consolidated Statements of Operations -
		Three and Six Months Ended June 30, 2011 (unaudited) and 2010 (unaudited)	3

		Consolidated Statements of Cash Flows -
		Six Months Ended June 30, 2011 (unaudited) and 2010 (unaudited)	4

		Consolidated Statement of Stockholders' Equity -
		Six Months Ended June 30, 2011 (unaudited)	5

		Notes to Consolidated Financial Statements	6

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

	Item 3.	Quantitative and Qualitative Disclosures About Market Risks	46

	Item 4.	Controls and Procedures	46

PART II	OTHER INFORMATION

	Item 1.	Legal Proceedings	46

	Item 1A.	Risk Factors	46

	Item 6.	Exhibits	47

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1. – Financial Statements

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Balance Sheets

	June 30,
	2011			December 31,
(Amounts in Thousands, Except for Share and per Share Amounts)	(Unaudited)			2010

ASSETS
Current assets:
Cash	$	27		$	101
Restricted cash		35			35
Accounts receivable, net of allowance for doubtful
accounts of $200 and $215, respectively		14,878			8,541
Unbilled receivables - current		10,558			9,436
Inventories		385			465
Prepaid and other assets		2,072			2,870
Deferred tax assets - current		562			1,734
Current assets related to discontinued operations		2,187			2,034
Total current assets		30,704			25,216

Property and equipment:
Buildings and land		25,437			24,693
Equipment		33,357			33,279
Vehicles		235			235
Leasehold improvements		11,510			11,506
Office furniture and equipment		1,906			1,890
Construction-in-progress		1,440			593
		73,885			72,196
Less accumulated depreciation and amortization		(34,022	)		(31,753	)
Net property and equipment		39,863			40,443

Property and equipment related to discontinued operations		4,213			4,209

Intangibles and other long term assets:
Permits		16,878			16,863
Goodwill		16,170			15,330
Unbilled receivables – non-current		1,756			2,556
Finite Risk Sinking Fund		19,329			17,424
Other assets		2,179			2,084
Intangible and other assets related to discontinued operations		1,190			1,190
Total assets	$	132,282		$	125,315

The accompanying notes are an integral part of these consolidated financial statements.

INDEX

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Balance Sheets, Continued

	June 30,
	2011			December 31,
(Amounts in Thousands, Except for Share and per Share Amounts)	(Unaudited)			2010

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,480		$	4,891
Accrued expenses		6,569			5,996
Disposal/transportation accrual		2,699			2,188
Unearned revenue		6,410			3,527
Current liabilities related to discontinued operations		3,414			2,673
Current portion of long-term debt		2,328			3,612
Total current liabilities		27,900			22,887

Accrued closure costs		12,401			12,362
Other long-term liabilities		579			671
Deferred tax liability		1,235			1,180
Long-term liabilities related to discontinued operations		2,199			3,074
Long-term debt, less current portion		6,929			6,637
Total long-term liabilities		23,343			23,924

Total liabilities		51,243			46,811

Commitments and Contingencies

Preferred Stock of subsidiary, $1.00 par value; 1,467,396 shares authorized, 1,284,730 shares issued and outstanding, liquidation value $1.00 per share		1,285			1,285

Stockholders' equity:
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding		¾			¾
Common Stock, $.001 par value; 75,000,000 shares authorized, 55,175,897 and 55,106,180 shares issued, respectively; 55,137,687 and 55,067,970 shares outstanding, respectively		55			55
Additional paid-in capital		101,157			100,821
Accumulated deficit		(21,370	)		(23,569	)
Less Common Stock in treasury at cost; 38,210 shares, respectively		(88	)		(88	)
Total stockholders' equity		79,754			77,219

Total liabilities and stockholders' equity	$	132,282		$	125,315

The accompanying notes are an integral part of these consolidated financial statements.

INDEX

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Amounts in Thousands, Except for Per Share Amounts)	2011			2010			2011			2010

Net revenues	$	28,913		$	25,847		$	52,528		$	49,413
Cost of goods sold		20,864			18,665			41,449			37,288
Gross profit		8,049			7,182			11,079			12,125

Selling, general and administrative expenses		3,436			3,376			6,808			6,818
Research and development		395			179			661			389
Loss on disposal of property and equipment		¾			¾			¾			2
Income from operations		4,218			3,627			3,610			4,916

Other income (expense):
Interest income		13			16			26			37
Interest expense		(183	)		(206	)		(359	)		(424	)
Interest expense-financing fees		(54	)		(102	)		(156	)		(205	)
Other		3			¾			3			5
Income from continuing operations before taxes		3,997			3,335			3,124			4,329
Income tax expense		1,445			1,219			1,105			1,638
Income from continuing operations		2,552			2,116			2,019			2,691

(Loss) income from discontinued operations, net of taxes		(32	)		(670	)		180			(608	)
Net income	$	2,520		$	1,446		$	2,199		$	2,083

Net income (loss) per common share – basic:
Continuing operations	$	.05		$	.04		$	.04		$	.05
Discontinued operations		¾			(.01	)		¾			(.01	)
Net income per common share	$	.05		$	.03		$	.04		$	.04

Net income (loss) per common share – diluted:
Continuing operations	$	.05		$	.04		$	.04		$	.05
Discontinued operations		¾			(.01	)		¾			(.01	)
Net income per common share	$	.05		$	.03		$	.04		$	.04

Number of common shares used in computing net income (loss) per share:
Basic		55,136			54,991			55,118			54,843
Diluted		55,136			55,124			55,123			55,012

The accompanying notes are an integral part of these consolidated financial statements.

INDEX

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30,
(Amounts in Thousands)	2011			2010
Cash flows from operating activities:
Net income	$	2,199		$	2,083
Less: income (loss) on discontinued operations		180			(608	)

Income from continuing operations		2,019			2,691
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization		2,332			2,220
Amortization of debt discount		121			167
Deferred taxes		1,227			1,213
(Benefit) provision for bad debt and other reserves		(15	)		27
Loss on disposal of plant, property and equipment		―			2
Issuance of common stock for services		108			120
Share based compensation		192			165
Changes in operating assets and liabilities of continuing operations, net of effect from business acquisitions:
Accounts receivable		(6,322	)		3,137
Unbilled receivables		(322	)		1,531
Prepaid expenses, inventories and other assets		667			1,047
Accounts payable, accrued expenses and unearned revenue		4,126			(8,172	)
Cash provided by continuing operations		4,133			4,148
Cash used in discontinued operations		(31	)		(33	)
Cash provided by operating activities		4,102			4,115

Cash flows from investing activities:
Purchases of property and equipment		(1,689	)		(1,085	)
Payment to finite risk sinking fund		(1,905	)		(1,916	)
Cash used in investing activities of continuing operations		(3,594	)		(3,001	)
Cash used in investing activities of discontinued operations		(135	)		(345	)
Net cash used in investing activities		(3,729	)		(3,346	)

Cash flows from financing activities:
Net borrowing of revolving credit		1,047			2
Principal repayments of long term debt		(2,124	)		(1,928	)
Proceeds from finite risk financing		685			653
Proceeds from issuance of stock		―			509
Cash used in financing activities of continuing operations		(392	)		(764	)
Principal repayments of long term debt for discontinued operations		(55	)		(21	)
Cash used in financing activities		(447	)		(785	)

Decrease in cash		(74	)		(16	)
Cash at beginning of period		101			66
Cash at end of period	$	27		$	50

Supplemental disclosure:
Interest paid	$	409		$	544
Income taxes paid		70			400
Non-cash investing and financing activities:
Warrants extension for debt modification		36			―

The accompanying notes are an integral part of these consolidated financial statements.

INDEX

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited, for the six months ended June 30, 2011)

(Amounts in thousands,	Common Stock				Additional Paid-In Capital		Common Stock Held In Treasury		Accumulated Deficit		Total Stockholders' Equity
except for share amounts)	Shares		Amount		Additional Paid-In Capital		Common Stock Held In Treasury		Accumulated Deficit		Total Stockholders' Equity
Balance at December 31, 2010	55,106,180	$	55	$	100,821	$	(88)	$	(23,569)	$	77,219

Net income	¾		¾		¾		¾		2,199		2,199
Warrant extension for debt modification	¾		¾		36		¾		¾		36
Issuance of Common Stock for services	69,717		¾		108		¾		¾		108
Stock-Based Compensation	¾		¾		192		¾		¾		192
Balance at June 30, 2011	55,175,897	$	55	$	101,157	$	(88)	$	(21,370)	$	79,754

The accompanying notes are an integral part of these consolidated financial statements.

INDEX

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

Reference is made herein to the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010.

Basis of Presentation

The consolidated financial statements included herein have been prepared by the Company (which may be referred to as we, us or our), without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2011.

It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

As previously disclosed, on October 6, 2010, our Board of Directors authorized the divestiture of our three remaining operations within our Industrial Segment, Perma-Fix of Fort Lauderdale, Inc. (“PFFL”), Perma-Fix of South Georgia, Inc. (“PFSG”), and Perma-Fix of Orlando, Inc. (“PFO”). On October 6, 2010, PFFL, PFSG, and PFO met the held for sale criteria under Accounting Standards Codification (“ASC”) 360 (“ASC 360”), “Property, Plant, and Equipment”, and therefore, certain assets and liabilities of these facilities have been reclassified as discontinued operations in the Consolidated Balance Sheet, and we ceased depreciation of these facilities’ long-lived assets classified as held for sale. The results of operations and cash flows of these three operations have been reported in the Consolidated Financial Statements as discontinued operations for all periods presented. See “Note 8 – Discontinued Operations” for definitive agreement and letter of intent (“LOI”) entered into by the Company to sell PFFL and PFO, respectively.

Summary of Significant Accounting Policies

Our accounting policies are as set forth in the notes to consolidated financial statements referred to above.

Recently Issued Accounting Standards

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04 (“ASU 2011-04”), “Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. ASU 2011-04 improves comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and International Financial Reporting Standards (“IFRSs”). ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. The amendments in this guidance are to be applied prospectively, and are effective for interim and annual periods beginning after December 15, 2011. We do not expect ASU 2011-04 to have a material effect on our financial position, results of operations, or cash flow.

INDEX

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220) - Presentation of Comprehensive Income”, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. We do not expect ASU 2011-05 to have a material impact on our current presentation.

Stock Based Compensation

We follow FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”) to account for stock-based compensation. ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.

The Company has certain stock option plans under which it awards incentive and non-qualified stock options to employees, officers, and outside directors. Stock options granted to employees have either a ten year contractual term with one-fifth yearly vesting over a five year period or a six year contractual term with one-third yearly vesting over a three year period. Stock options granted to outside directors have a ten year contractual term with a vesting period of six months.

No stock options were granted during the first six months of 2011 and 2010.

As of June 30, 2011, we had 1,730,833 employee stock options outstanding, of which 1,419,000 are vested. The weighted average exercise price of the 1,419,000 outstanding and fully vested employee stock options is $2.06 with a remaining weighted contractual life of 2.10 years. Additionally, we had 736,000 outstanding director stock options, all of which are vested. The weighted average exercise price of the 736,000 outstanding and fully vested director stock options is $2.24 with a remaining weighted contractual life of 5.16 years.

The Company estimates fair value of stock options using the Black-Scholes valuation model. Assumptions used to estimate the fair value of stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield.

The following table summarizes stock-based compensation recognized for the three and six months ended June 30, 2011 and 2010 for our employee and director stock options.

	Three Months Ended				Six Months Ended
Stock Options	June 30,				June 30,
	2011		2010		2011		2010
Employee Stock Options	$	76,000	$	79,000	$	152,000	$	138,000
Director Stock Options		¾		¾		40,000		27,000
Total	$	76,000	$	79,000	$	192,000	$	165,000

We recognized stock-based compensation expense using a straight-line amortization method over the requisite period, which is the vesting period of the stock option grant. ASC 718 requires that stock based compensation expense be based on options that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We have generally estimated forfeiture rate based on historical trends of actual forfeitures. When actual forfeitures vary from our estimates, we recognize the difference in compensation expense in the period the actual forfeitures occur or when options vest. As of June 30, 2011, we have approximately $51,000 of total unrecognized compensation cost related to unvested options, of which $48,000 is expected to be recognized in the remainder of 2011 and $3,000 in 2012.

INDEX

Capital Stock, Stock Plans, and Warrants

During the six months ended June 30, 2011, we issued 69,717 shares of our Common Stock under our 2003 Outside Directors Stock Plan to our outside directors as compensation for serving on our Board of Directors. We pay each of our outside directors $2,167 monthly in fees for serving as a member of our Board of Directors. The Audit Committee Chairman receives an additional monthly fee of $1,833 due to the position’s additional responsibility. In addition, each board member is paid $1,000 for each board meeting attendance as well as $500 for each telephonic conference call. As a member of the Board of Directors, each director elects to receive either 65% or 100% of the director’s fee in shares of our Common Stock based on 75% of the fair market value of our Common Stock determined on the business day immediately preceding the date that the quarterly fee is due. The balance of each director’s fee, if any, is payable in cash.

The summary of the Company’s total Plans as of June 30, 2011 as compared to June 30, 2010, and changes during the periods then ended are presented as follows. The Company’s Plans consist of the 1993 Non-Qualified Stock Option plan, the 2004 and 2010 Stock Option Plans, and the 1992 and 2003 Outside Director Plans:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term			Aggregate Intrinsic Value
Options outstanding Janury 1, 2011		2,755,525		$	2.09
Granted	─			─
Exercised	─			─				$	─
Forfeited		(288,692	)		1.79
Options outstanding End of Period (1)		2,466,833			2.12		3.2	$	─
Options Exercisable at June 30, 2011 (1)		2,155,000		$	2.12		3.1	$	─
Options Vested and expected to be vested at June 30, 2011		2,450,801		$	2.12		3.2	$	─

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term			Aggregate Intrinsic Value
Options outstanding Janury 1, 2010		3,109,525		$	2.05
Granted	─			─
Exercised		(350,000	)		1.70			$	223,000
Forfeited		(55,000	)		2.17
Options outstanding End of Period (1)		2,704,525			2.09		3.6	$	28,450
Options Exercisable at June 30, 2010 (1)		2,080,858		$	2.08		3.4	$	13,250
Options Vested and expected to be vested at June 30, 2010		2,666,742		$	2.09		3.6	$	28,450

(1) Options with exercise prices ranging from $1.42 to $2.98

INDEX

Earnings (Loss) Per Share

Basic earnings (loss) per share excludes any dilutive effects of stock options, warrants, and convertible preferred stock. In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive earnings per share.

The following is a reconciliation of basic net income (loss) per share to diluted net income (loss) per share for the three and six months ended June 30, 2011 and 2010:

		Three Months Ended June 30,						Six Months Ended June 30,
		(Unaudited)						(Unaudited)
(Amounts in Thousands, Except for Per Share Amounts)		2011			2010			2011		2010
Income per share from continuing operations
Income from continuing operations	$		2,552		$	2,116			2,019	$	2,691
Basic income per share	$		.05		$	.04			.04	$	.05
Diluted income per share	$		.05		$	.04			.04	$	.05

(Loss) income per share from discontinued operations
(Loss) income from discontinued operations	$		(32	)	$	(670	)		180	$	(608	)
Basic loss per share	$		¾		$	(.01	)		¾	$	(.01	)
Diluted loss per share	$		¾		$	(.01	)		¾	$	(.01	)

Weighted average common shares outstanding – basic			55,136			54,991			55,118		54,843
Potential shares exercisable under stock option plans			¾			99			5		131
Potential shares upon exercise of Warrants			¾			34			¾		38
Weighted average shares outstanding – diluted			55,136			55,124			55,123		55,012


Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:
Upon exercise of options			2,467			1,715			2,317		1,625
Upon exercise of Warrants			150			¾			150		¾

INDEX

Long Term Debt

Long-term debt consists of the following at June 30, 2011 and December 31, 2010:

(Amounts in Thousands)	June 30, 2011		December 31, 2010
Revolving Credit facility dated December 22, 2000, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, variable interest paid monthly at option of prime rate (3.25% at June 30, 2011) plus 2.0% or minimum floor base London InterBank Offer Rate ("LIBOR") of 1.0% plus 3.0%, balance due in July 2012. Effective interest rate for the six months of 2011 was 4.0%. (1) (2)	$	3,066	$	2,019
Term Loan dated December 22, 2000, payable in equal monthly installments of principal of $83, balance due in July 2012, variable interest paid monthly at option of prime rate plus 2.5% or minimum floor base LIBOR of 1.0% plus 3.5%. Effective interest rate for six months of 2011 was 4.5%. (1) (2)		4,167		4,667
Installment Agreement in the Agreement and Plan of Merger with Nuvotec and PEcoS, dated April 27, 2007, payable in three equal yearly installments of principal of $833 beginning June, 2009. Interest accrues at annual rate of 8.25% on outstanding principal balance. Final principal and remaining accrued interest payment was due on June 30, 2011.		—		833
Promissory Note dated April 18, 2011, payable in monthly installments of principal of $83 starting May 8, 2011, balance due April 8, 2012, variable interest paid monthly at LIBOR plus 4.5%, with LIBOR at least 1.5%.(3) (4)		793		1,222
Promissory Note dated September 28, 2010, payable in 36 monthly equal installments of $40, which includes interest and principal, beginning October 15, 2010, interest accrues at annual rate of 6.0% (5)		1,011		1,218
Various capital lease and promissory note obligations, payable 2011 to 2015, interest at rates ranging from 5.0% to 9.1%.		572		697
		9,609		10,656
Less current portion of long-term debt		2,328		3,612
Less long-term debt related to assets held for sale		352		407
	$	6,929	$	6,637

(1) Our Revolving Credit is collateralized by our accounts receivable and our Term Loan is collateralized by our property, plant, and equipment.

(2) From March 5, 2009 to January 24, 2010, variable interest was determined based on the options as noted; however, minimum floor base under the LIBOR option was 2.5% for both our Revolving Credit and Term Loan. Effective January 25, 2010, minimum floor base under the LIBOR option was amended from 2.5% to 1.0%.

(3) Original promissory note dated May 8, 2009 of $3,000,000 was modified on April 18, 2011, with principal balance of approximately $990,000. See “Promissory Note and Installment Agreement” below for terms of original and amended promissory notes.

(4) Net of debt discount of ($32,000) and ($117,000) for June 30, 2011 and December 31, 2010, respectively. See “Promissory Note and Installment Agreement” below for additional information.

(5) Uncollateralized note.

INDEX

Revolving Credit and Term Loan Agreement

On December 22, 2000, we entered into a Revolving Credit, Term Loan and Security Agreement ("Loan Agreement") with PNC Bank, National Association (“PNC”), a national banking association acting as agent ("Agent") for lenders, and as issuing bank, as amended. The Agreement provided for a term loan ("Term Loan") in the amount of $7,000,000, which requires monthly installments of $83,000. The Agreement also provided for a revolving line of credit ("Revolving Credit") with a maximum principal amount outstanding at any one time of $18,000,000, as amended. The Revolving Credit advances are subject to limitations of an amount up to the sum of (a) up to 85% of Commercial Receivables aged 90 days or less from invoice date, (b) up to 85% of Commercial Broker Receivables aged up to 120 days from invoice date, (c) up to 85% of acceptable Government Agency Receivables aged up to 150 days from invoice date, and (d) up to 50% of acceptable unbilled amounts aged up to 60 days, less (e) reserves the Agent reasonably deems proper and necessary. As of June 30, 2011, the excess availability under our Revolving Credit was $13,843,000 based on our eligible receivables.

Promissory Note and Installment Agreement

In conjunction with our acquisition of Perma-Fix Northwest, Inc. (“PFNW”), we agreed to pay shareholders of Nuvotec (n/k/a PFNW) that qualified as accredited investors, pursuant to Rule 501 of Regulation D promulgated under the Securities Act of 1933, $2,500,000, with principal payable in equal installments of $833,333 on June 30, 2009, June 30, 2010, and June 30, 2011. Interest is accrued on the outstanding principal balance at 8.25% starting in June 2007 and is payable on June 30, 2008, June 30, 2009, June 30, 2010, and June 30, 2011. On June 30, 2011, we made the final principal installment of $833,333 plus accrued interest of $69,000.

On September 28, 2010, the Company entered into a promissory note in the principal amount of $1,322,000, with the former shareholders of Nuvotec in connection with an earn-out amount that we are required to pay upon meeting certain conditions for each earn-out measurement year ending June 30, 2008 to June 30, 2011, as a result of our acquisition of PFNW and Perma-Fix Northwest Richland, Inc. (“PFNWR”). Interest is accrued at an annual interest rate of 6%. The promissory note provides for 36 equal monthly payments of approximately $40,000, consisting of interest and principal, starting October 15, 2010. The promissory note may be prepaid at any time without penalty. See further details of the earn-out amount in “Note 7 - Commitments and Contingencies - Earn-Out Amount – Perma-Fix Northwest, Inc. (“PFNW”) and Perma-Fix Northwest Richland, Inc. (“PFNWR”)”.

On May 8, 2009, the Company entered into a promissory note with William N. Lampson and Diehl Rettig (collectively, the “Lenders”) for $3,000,000. The Lenders were formerly shareholders of PFNW prior to our acquisition of PFNW and PFNWR and are also stockholders of the Company having received shares of our Common Stock in connection with our acquisition of PFNW and PFNWR. The promissory note provided for monthly principal repayment of approximately $87,000 plus accrued interest, starting June 8, 2009, with interest payable at LIBOR plus 4.5%, with LIBOR at least 1.5%. Any unpaid principal balance along with accrued interest was due May 8, 2011. We paid approximately $22,000 in closing costs on the promissory note which was being amortized over the term of the note. The promissory note may be prepaid at any time by the Company without penalty. As consideration of the Company receiving this loan, we issued a Warrant to Mr. Lampson and a Warrant to Mr. Diehl to purchase up to 135,000 and 15,000 shares, respectively, of the Company’s Common Stock at an exercise price of $1.50 per share. The Warrants were exercisable six months from May 8, 2009 and were to expire on May 8, 2011. We also issued an aggregate of 200,000 shares of the Company’s Common Stock, with Mr. Lampson receiving 180,000 shares and Mr. Rettig receiving 20,000 shares of the Company’s Common Stock. The fair value of the Common Stock and Warrants on the date of issuance was estimated to be $476,000 and $190,000, respectively. The fair value of the Common Stock and Warrants was recorded as a debt discount and was being amortized over the term of the loan as interest expense – financing fees. On April 18, 2011, we entered into an amendment to the promissory note whereby the remaining principal balance on the promissory note of approximately $990,000 is to be repaid in twelve monthly principal payments of approximately $82,500 plus accrued interest, starting May 8, 2011, with interest payable at the same rate of the original loan. As consideration of the amended loan, the original Warrants issued to Mr. Lampson and to Mr. Rettig which were to expire on May 8, 2011, were extended to May 8, 2012 at the same exercise price (Mr. Rettig is now deceased; accordingly, the amended Warrant and the remaining portion of the note payable to Mr. Rettig is now held by and payable to his personal representative or estate). We accounted for the amended loan as a modification in accordance with ASC 470-50, “Debt – Modifications and Extinguishments”. At the date of the loan modification, unamortized debt discount and fees on the original loan and the fair value of the modified Warrants were determined to be approximately $42,000, which is being amortized as debt discount over the term of the modified loan as interest expense-financing fees in accordance to ASC 470-50.

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The promissory note also includes an embedded Put Option (“Put”) that can be exercised upon default, whereby the lender has the option to receive a cash payment equal to the amount of the unpaid principal balance plus all accrued and unpaid interest, or the number of whole shares of our Common Stock equal to the outstanding principal balance. The maximum number of payoff shares is restricted to less than 19.9% of the outstanding equity. We concluded that the Put should have been bifurcated at inception; however, the Put had and continues to have nominal value as of June 30, 2011. We will continue to monitor the fair value of the Put until expiration.

Commitments and Contingencies

Hazardous Waste

In connection with our waste management services, we handle both hazardous and non-hazardous waste, which we transport to our own, or other facilities, for destruction or disposal. As a result of disposing of hazardous substances, in the event any cleanup is required, we could be a potentially responsible party (“PRP”) for the costs of the cleanup notwithstanding any absence of fault on our part.

Legal Matters

In the normal course of conducting our business, we are involved in various litigations. We are not a party to any litigation or governmental proceeding which our management believes could result in any judgments or fines against us that would have a material adverse effect on our financial position, liquidity or results of future operations.

Earn-Out Amount – Perma-Fix Northwest, Inc. (“PFNW”) and Perma-Fix Northwest Richland, Inc. (“PFNWR”)

In connection with the acquisition of PFNW and PFNWR in June 2007, we are required to pay to those former shareholders of Nuvotec (n/k/a “PFNW”) immediately prior to our acquisition, an earn-out amount upon meeting certain conditions for each measurement year ended June 30, 2008, to June 30, 2011, with the aggregate of the full earn-out amount not to exceed $4,552,000, pursuant to the Merger Agreement, as amended (“Agreement”). Under the Agreement, the earn-out amount to be paid for any particular measurement year is to be an amount equal to 10% of the amount that the revenues for our nuclear business (as defined) for such measurement year exceeds the budgeted amount of revenues for our nuclear business for that particular period. No earn-out was required to be paid for measurement year 2008, and we paid $734,000 in earn out for measurement year 2009 in 2009. We were required to pay $2,978,000 in earn-out prior to the Offset Amounts as discussed below for measurement year ended June 30, 2010. Pursuant to the Agreement, any indemnification obligations payable to the Company by the former shareholders of Nuvotec will be deducted (“Offset Amount”) from any earn-out amounts payable by the Company for the measurement year ended June 30, 2010, and June 30, 2011. Pursuant to the Agreement, the aggregate amount of any Offset Amount may total up to $1,000,000, except an Offset Amount is unlimited as to indemnification relating to liabilities for taxes, misrepresentation or inaccuracies with respect to the capitalization of Nuvotec or PEcoS or for willful or reckless misrepresentation of any representation, warranty or covenant. For the $2,978,000 in earn-out for measurement year ended June 30, 2010, we identified an Offset Amount of approximately $93,000 relating to an excise tax issue and a refund request from a PEcoS (n/k/a “PFNWR”) customer in connection with services for waste treatment prior to our acquisition of PFNWR and PFNW. We also identified an anticipated Offset Amount of $563,000 in connection with the receipt of nonconforming waste at the PFNWR facility prior to our acquisition of PFNWR and PFNW. We are currently involved in litigation with the party that delivered the nonconforming waste to the facility prior to our acquisition of PFNWR and PFNW. After the total Offset Amount of $93,000 and the anticipated Offset Amount of $563,000, we were required to pay $2,322,000 in earn-out amount for measurement year ended June 30, 2010. In September 2010, we paid $1,000,000 of the $2,322,000 in earn-out amount, with the remaining $1,322,000 payable in a promissory note (see “Note 6 – Long Term Debt – Promissory Note and Installment Agreement” for details and terms of the promissory note). As of June 30, 2011, we have determined that the remaining $840,000 in earn-out amount has been earned for measurement year ended June 30, 2011; accordingly, this amount was recorded as an increase to goodwill for PFNWR, with an increase to accrued expense. We anticipate paying this earn-out amount in October 2011.

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Insurance

The Company has a 25-year finite risk insurance policy entered into in June 2003 with Chartis, a subsidiary of American International Group, Inc. (“AIG”), which provides financial assurance to the applicable states for our permitted facilities in the event of unforeseen closure. Prior to obtaining or renewing operating permits, we are required to provide financial assurance that guarantees to the states that in the event of closure, our permitted facilities will be closed in accordance with the regulations. The policy, as amended in 2009, provides for a maximum allowable coverage of $39,000,000 and has available capacity to allow for annual inflation and other performance and surety bond requirements. This finite risk insurance policy requires the following payments:

an upfront payment of $4,000,000, of which $2,766,000 represents the full premium for the 25-year term of the policy, and the remaining $1,234,000, is to be deposited in a sinking fund account representing a restricted cash account.

seven annual installments of $1,004,000 starting February 2004, of which $991,000 is to be deposited in a sinking fund account, with the remaining $13,000 representing a terrorism premium.

a payment of $2,000,000 due on March 6, 2009, of which approximately $1,655,000 is to be deposited into a sinking fund account, with the remaining representing a fee payable to Chartis.

three yearly payments of approximately $1,073,000 payable starting December 31, 2009, of which $888,000 is be deposited into a sinking fund account, with the remaining representing a fee payable to Chartis. The second of the third payments was made in January 2011; and

a payment of $2,008,000 (payable in February 2011), of which $1,982,000 is to be deposited in a sinking fund account, with the remaining $26,000 representing a terrorism premium.

During February 2011, the $2,008,000 and the $1,073,000 installment payments which had remained payable on the closure policy were amended, subject to finalization of the closure policy modification, as follows: $1,004,000 was to be paid by February 2011, of which $991,000 was to be deposited into a sinking fund, with the remaining $13,000 representing a terrorism premium; $1,073,000 is due December 2011, of which $888,000 is to be deposited into a sinking fund account, with the remaining representing a fee payable to Chartis; and a final payment of $1,054,000 due February 2012, of which $991,000 is to be deposited into a sinking fund, $13,000 representing a terrorism premium, and the remaining $50,000 representing a fee payable to Chartis. In February 2011, we paid the $1,004,000 under the amended terms. As a result of the revision to the payment terms, the maximum allowable coverage under this closure policy was revised to $36,431,000 as of February 2011, with such maximum allowable coverage increased to $37,300,000 in March 2011. The maximum allowable coverage will be increased to $39,000,000 upon final payment of the $1,054,000 in February 2012.

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As of June 30, 2011, our total financial coverage amount under this policy totaled $36,696,000. We have recorded $13,456,000 in our sinking fund related to the policy noted above on the balance sheet, which includes interest earned of $864,000 on the sinking fund as of June 30, 2011. Interest income for the three and six months ended June 30, 2011, was approximately $8,000 and $17,000, respectively. On the fourth and subsequent anniversaries of the contract inception, we may elect to terminate this contract. If we so elect, Chartis is obligated to pay us an amount equal to 100% of the sinking fund account balance in return for complete releases of liability from both us and any applicable regulatory agency using this policy as an instrument to comply with financial assurance requirements.

In August 2007, we entered into a second finite risk insurance policy for our PFNWR facility with Chartis. The policy provides an initial $7,800,000 of financial assurance coverage with an annual growth rate of 1.5%, which at the end of the four year term policy, will provide maximum coverage of $8,200,000. We will have the option to renew this policy at the end of the four year term (see “Note 11 – Subsequent Event – Finite Risk Insurance Policy” for renewal of this policy). The policy requires total payments of $7,158,000, consisting of an initial payment of $1,363,000 ($1,106,000 represented premium on the policy and the remaining was deposited into a sinking fund account), two annual payments of $1,520,000 (for each annual payment, $1,344,000 was deposited into a sinking fund and the remaining represented premium), and an additional $2,755,000 payment (paid quarterly and all deposited into a sinking fund). We have made all of the payments. As of June 30, 2011, we have recorded $5,873,000 in our sinking fund related to this policy on the balance sheet, which includes interest earned of $173,000 on the sinking fund as of June 30, 2011. Interest income for the three and six months ended June 30, 2011 totaled approximately $4,000 and $8,000, respectively.

Discontinued Operations

Our discontinued operations consist of our PFFL, PFSG, and PFO facilities which met the held for sale criteria under ASC 360, “Property, Plant, and Equipment” on October 6, 2010, as previously discussed. Our discontinued operations also encompass our Perma-Fix of Maryland, Inc. (“PFMD”), Perma-Fix of Dayton, Inc. (“PFD”), and Perma-Fix Treatment Services, Inc. (“PFTS”) facilities within our Industrial Segment, which we completed the sale of substantially all of the assets on January 8, 2008, March 14, 2008, and May 30, 2008, respectively. Our discontinued operations also includes three previously shut down locations, Perma-Fix of Pittsburgh, Inc. (“PFP”), Perma-Fix of Michigan, Inc. (“PFMI”), and Perma-Fix of Memphis, Inc. (“PFM”), which were approved as discontinued operations by our Board of Directors effective November 8, 2005, October 4, 2004, and March 12, 1998, respectively.

On February 25, 2011, we entered into two separate LOIs with a hazardous waste management company to sell our PFFL and PFO operations. One of the LOIs covers the sale of assets of PFO for approximately $2,000,000, plus assumption by the purchaser of certain liabilities. The second LOI covers the acquisition of all outstanding stock of PFFL, for approximately $5,500,000.

On June 13, 2011, we entered into a definitive Stock Purchase Agreement (“Agreement”) to sell 100% of the capital stock of PFFL, to the hazardous waste management company noted above for approximately $5,500,000 in cash, subject to certain working capital adjustments. The completion of this transaction is subject to the satisfaction of numerous conditions precedent. We expect to close this transaction during August 2011.

We continue to move forward in negotiation for a definitive agreement to sell our PFO operation. The purchase price of the LOI is subject to adjustment under certain conditions, including, but not limited to, completion of due diligence by the buyer, negotiation and execution of definitive agreements, and approval by the Board of Directors of both companies.

As required by ASC 360, we concluded that no tangible asset impairment existed as of June 30, 2011, for PFFL, PFO, and PFSG. We also performed internal financial valuations on the intangible assets of these three operations as required by ASC 350, “Intangibles-Goodwill and Other” and concluded that no goodwill or other intangible asset impairments existed for these three operations as of June 30, 2011.

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The following table summarizes the results of discontinued operations for the three and six months ended June 30, 2011, and 2010. The operating results of discontinued operations are included in our Consolidated Statements of Operations as part of our “(Loss) income from discontinued operations, net of taxes”.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Amounts in Thousands)	2011			2010			2011			2010

Net revenues	$	2,538		$	2,249		$	5,167			4,542
Interest expense	$	(18	)	$	(28	)	$	(37	)	$	(45	)
Operating (loss) income from discontinued operations		(45	)		(838	)		278			(760	)
Income tax (benefit) expense	$	(13	)		(168	)	$	98			(152	)
Income (loss) from discontinued operations	$	(32	)	$	(670	)	$	180		$	(608	)

Assets and liabilities related to discontinued operations total $7,590,000 and $5,613,000 as of June 30, 2011, respectively and $7,433,000 and $5,747,000 as of December 31, 2010, respectively.

The following table presents the Industrial Segment’s major classes of assets and liabilities of discontinued operations that are classified as held for sale as of June 30, 2011 and December 31, 2010. The held for sale assets and liabilities may differ at the closing of a sale transaction from the reported balances as of June 30, 2011:

	June 30,		December 31,
(Amounts in Thousands)	2011		2010

Accounts receivable, net (1)	$	1,934	$	1,760
Inventories		128		131
Other assets		1,274		1,295
Property, plant and equipment, net (2)		4,213		4,209
Total assets held for sale	$	7,549	$	7,395
Accounts payable	$	558	$	705
Accrued expenses and other liabilities		1,279		1,170
Note payable		352		407
Environmental liabilities		1,498		1,500
Total liabilities held for sale	$	3,687	$	3,782

(1) net of allowance for doubtful accounts of $226,000 and $97,000 as of June 30, 2011 and December 31, 2010, respectively.

(2) net of accumulated depreciation of $755,000 for each period presented.

The following table presents the Industrial Segment’s major classes of assets and liabilities of discontinued operations that are not held for sale as of June 30, 2011 and December 31, 2010:

	June 30,		December 31,
(Amounts in Thousands)	2011		2010

Other assets	$	41	$	38
Total assets of discontinued operations	$	41	$	38
Accrued expenses and other liabilities	$	1,094	$	1,209
Environmental liabilities		832		756
Total liabilities of discontinued operations	$	1,926	$	1,965

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The environmental liabilities for our discontinued operations consist of remediation projects currently in progress at PFMI, PFM, PFD, and PFSG. These remediation projects principally entail the removal/remediation of contaminated soil, and in some cases, the remediation of surrounding ground water. All of the remedial clean-up projects were an issue for years prior to our acquisition of the facility and were recognized pursuant to a business combination and recorded as part of the purchase price allocation to assets acquired and liabilities assumed. The environmental liability for PFD was retained by the Company upon the sale of PFD in March 2008 and pertains to the remediation of a leased property which was separate and apart from the property on which PFD’s facility was located. The net increase in environmental liabilities of approximately $74,000 from the December 31, 2010 balance of $2,256,000 represents an increase to the reserve of $50,000 and $163,000 at PFMI and PFM, respectively, due to reassessment of our remediation reserves, offset by payment on remediation projects of $139,000.

“Accrued expenses and other liabilities” (not held for sale) for our discontinued operations include a pension payable at PFMI of $618,000 as of June 30, 2011. The pension plan withdrawal liability is a result of the termination of the union employees of PFMI. The PFMI union employees participated in the Central States Teamsters Pension Fund ("CST"), which provides that a partial or full termination of union employees may result in a withdrawal liability, due from PFMI to CST. The recorded liability is based upon a demand letter received from CST in August 2005 that provided for the payment of $22,000 per month over an eight year period. This obligation is recorded as a long-term liability, with a current portion of $215,000 that we expect to pay over the next year.

Operating Segments

In accordance to ASC 280, “Segment Reporting”, we define an operating segment as a business activity:

·	from which we may earn revenue and incur expenses;
·	whose operating results are regularly reviewed by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance; and
·	for which discrete financial information is available.

We currently have two operating segments, which are defined as each business line that we operate. This however, excludes corporate headquarters, which does not generate revenue, and our discontinued operations, which includes all facilities within our Industrial Segment (See Note 8 – “Discontinued Operations”).

Our operating segments are defined as follows:

The Nuclear Segment provides treatment, storage, processing and disposal of nuclear, low-level radioactive, mixed (waste containing both hazardous and non-hazardous constituents), hazardous and non-hazardous waste and on-site waste management services through our four facilities: Perma-Fix of Florida, Inc. (“PFF”), Diversified Scientific Services, Inc. (“DSSI”), East Tennessee Materials and Energy Corporation (“M&EC”), and Perma-Fix of Northwest Richland, Inc. (“PFNWR”).

The Engineering Segment provides environmental engineering and regulatory compliance services through Schreiber, Yonley & Associates, Inc. (“SYA”) which includes oversight management of environmental restoration projects, air, soil, and water sampling, water and hazardous waste permitting, compliance reporting, emission reduction strategies, compliance auditing, and various compliance and training activities to industrial, education, healthcare, and service organizations, as well as, engineering and compliance support needed by our other facilities.

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The table below presents certain financial information of our operating segment as of and for the three and six months ended June 30, 2011 and 2010 (in thousands).

Segment Reporting for the Quarter Ended June 30, 2011
	Nuclear			Engineering			Segments Total		Corporate (2)				Consolidated Total
Revenue from external customers	$	28,276	(3)	$	637		$	28,913	$	¾			$	28,913
Intercompany revenues		376			87			463		¾				¾
Gross profit		7,887			162			8,049		¾				8,049
Interest income		¾			¾			¾		13				13
Interest expense		31			1			32		151				183
Interest expense-financing fees		¾			¾			¾		54				54
Depreciation and amortization		1,140			7			1,147		29				1,176
Segment profit (loss)		4,427			11			4,438		(1,886	)			2,552
Segment assets(1)		99,189			2,024			101,213		31,069		(4)		132,282
Expenditures for segment assets		947			5			952		20				972
Total long-term debt		205			15			220		9,037		(5)		9,257

Segment Reporting for the Quarter Ended June 30, 2010
	Nuclear			Engineering			Segments Total		Corporate (2)				Consolidated Total
Revenue from external customers	$	25,181	(3)	$	666		$	25,847	$	¾			$	25,847
Intercompany revenues		778			132			910		¾				¾
Gross profit		7,127			55			7,182		¾				7,182
Interest income		¾			¾			¾		16				16
Interest expense		47			1			48		158				206
Interest expense-financing fees		¾			¾			¾		102				102
Depreciation and amortization		1,143			7			1,150		5				1,155
Segment profit (loss)		4,052			(49	)		4,003		(1,887	)			2,116
Segment assets(1)		92,392			2,004			94,396		28,794		(4)		123,190
Expenditures for segment assets		706			1			707		2				709
Total long-term debt		1,092			21			1,113		9,408		(5)		10,521

Segment Reporting for the Six Months Ended June 30, 2011
	Nuclear			Engineering			Segments Total		Corporate (2)				Consolidated Total
Revenue from external customers	$	51,305	(3)	$	1,223		$	52,528	$	¾			$	52,528
Intercompany revenues		794			156			950		¾				¾
Gross profit		10,951			128			11,079		¾				11,079
Interest income		¾			¾			¾		26				26
Interest expense		64			1			65		294				359
Interest expense-financing fees		¾			¾			¾		156				156
Depreciation and amortization		2,284			14			2,298		34				2,332
Segment profit (loss)		5,742			(58	)		5,684		(3,665	)			2,019
Segment assets(1)		99,189			2,024			101,213		31,069		(4)		132,282
Expenditures for segment assets		1,659			6			1,665		24				1,689
Total long-term debt		205			15			220		9,037		(5)		9,257

Segment Reporting for the Six Months Ended June 30, 2010
	Nuclear			Engineering			Segments Total		Corporate (2)				Consolidated Total
Revenue from external customers	$	48,073	(3)	$	1,340		$	49,413	$	¾			$	49,413
Intercompany revenues		1,568			347			1,915		¾				¾
Gross profit		11,910			215			12,125		¾				12,125
Interest income		¾			¾			¾		37				37
Interest expense		90			1			91		333				424
Interest expense-financing fees		¾			¾			¾		205				205
Depreciation and amortization		2,195			15			2,210		10				2,220
Segment profit (loss)		6,443			(10	)		6,433		(3,742	)			2,691
Segment assets(1)		92,392			2,004			94,396		28,794		(4)		123,190
Expenditures for segment assets		1,063			2			1,065		20				1,085
Total long-term debt		1,092			21			1,113		9,408		(5)		10,521

(1) Segment assets have been adjusted for intercompany accounts to reflect actual assets for each segment.

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(2) Amounts reflect the activity for corporate headquarters not included in the segment information.

(3)

The consolidated revenues within the Nuclear Segment include the CH Plateau Remediation Company (“CHPRC”) revenue of $17,171,000 or 59.4% and $30,833,000 or 58.7% for the three and six months ended June 30, 2011, respectively of our total consolidated revenue from continuing operations, as compared to $12,276,000 or 47.4% and $24,001,000 or 48.6% for the three and six months ended June 30, 2010, respectively, of our total consolidated revenue from continuing operations. Our M&EC facility was awarded a subcontract by CHPRC, a general contractor to the Department of Energy (“DOE”), in the second quarter of 2008. We also have three waste processing contracts with CHPRC.

(4)	Amount includes assets from discontinued operations of $7,590,000 and $6,580,000 as of June 30, 2011 and 2010, respectively.

(5)

Net of debt discount of ($32,000) and ($284,000) as of June 30, 2011 and June 30, 2010, respectively, in connection with Warrants and Common Stock issued on May 8, 2009 in connection with a $3,000,000 promissory note entered into by the Company and Mr. William Lampson and Mr. Diehl Rettig on May 8, 2009. The promissory note and the Warrants were modified on April 18, 2011. See Note 6 - “Promissory Note and Installment Agreement” for additional information.

10.

Income Taxes

The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.

Income tax expense for continuing operations was $1,445,000 for the three months ended June 30, 2011, as compared to $1,219,000 for the corresponding period of 2010 and $1,105,000 for the six months ended June 30, 2011, as compared to $1,638,000 for the corresponding period of 2010. The Company’s effective tax rates were approximately 36.2% and 36.6% for the three months ended June 30, 2011 and 2010, respectively, and 35.4% and 37.8% for the six months ended June 30, 2011 and 2010, respectively.

The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. Deferred income tax assets and liabilities are recognized for future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company regularly assesses the likelihood that the deferred tax asset will be recovered from future taxable income. The Company considers projected future taxable income and ongoing tax planning strategies, then records a valuation allowance to reduce the carrying value of the net deferred income tax assets to an amount that is more likely than not to be realized.

11.

Subsequent Event

Potential Acquisition

On July 15, 2011, the Company, Homeland Security Capital Corporation (“Homeland”), and Safety and Ecology Holdings Corporation (“Safety”) entered into a definitive Stock Purchase Agreement (“Purchase Agreement”), whereby the Company is to purchase at closing of the Purchase Agreement all of the issued and outstanding shares of capital stock of Safety and its subsidiaries (the “Acquisition”). Homeland is the owner of all of the issued and outstanding capital stock of Safety. The consummation of the Acquisition is subject to numerous conditions precedent, including, but not limited to, the Company entering into a definitive agreement with its lender, whereby the lender increases the amount of the Company’s credit facilities and provides the financing to the Company to fund the cash portion of the purchase price, Homeland’s stockholders approve the transaction and Homeland has complied with the Information Statement requirements under the Securities Exchange Act of 1934, as amended. If the Acquisition is consummated, the Company agrees to pay Homeland the following, subject to the terms of the Purchase Agreement and adjustments of the purchase price as set forth in the Agreement:

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Cash Consideration. At the closing, the Company will pay:

(a)

$20,000,000 of the cash consideration, as may be adjusted by the estimated net working capital adjustment at the closing, less the aggregate amount of the purchase price due and owing the Company for the Company’s Common Stock to be purchased by the Management Investors as described below, to Homeland, and

(b)

$2,000,000 of the cash consideration to SunTrust Bank, as escrow agent (the “Escrow Agent”), to be held and administered pursuant to the terms of the escrow agreement, to satisfy claims of the Company for indemnity pursuant to the terms of the Purchase Agreement and for any other purpose specifically set forth in the Escrow Agreement.

Promissory Note (the “Note”). The Note in the principal amount of $2,500,000 shall be issued by the Company to the order of Homeland. The Note:

shall be unsecured;

shall bear an annual interest rate equal to 6%;

shall be non-negotiable;

may not be sold, transferred or assigned by Homeland without the prior written consent of the Company;

shall be subject to offset under certain conditions; and

shall be payable over a three (3) year period in thirty-six (36) monthly installments of principal and interest, with each monthly installment to be as follows: the sum of $76,054.84 principal and interest, with the final installment to be in the sum of the remaining unpaid principal balance due under the Note plus accrued interest, due thereon.

The Note further provides that on the failure of the Company to pay any monthly installment of principal and interest within 30 days when due or in the event of bankruptcy of the Company or upon a change in control of the Company:

the annual interest rate will automatically increase (without any action on the part of Homeland) as of such default date to 12% during the period of such default, and

Homeland will have the option to declare the Note in default and to be immediately due and payable, and Homeland will thereafter during the period of such event of default, at its option and in its sole discretion, have the right to elect by written election delivered to the Company to receive in full and complete satisfaction of all of the Company’s obligations under the Note either:

(1)

The cash amount equal to the sum of the unpaid principal balance owing under the Note and all accrued and unpaid interest thereon, plus the Expenses (as defined in the Note) (the “Payoff Amount”);

(2)

Subject to certain conditions set forth in the Purchase Agreement, the number of fully paid and non-assessable shares of the Company’s restricted Common Stock (the “Payoff Shares”), equal to the quotient determined by dividing the Payoff Amount by the average of the closing prices per share of the Company’s Common Stock as reported by the primary national securities exchange or automatic quotation system on which the Company’s Common Stock is traded during the 30 consecutive trading day period ending on the trading day immediately prior to receipt by the Company of the written demand notice and Homeland’s written election to receive Payoff Shares in full and complete satisfaction of the Company’s obligations under the Note; provided, however, that the number of Payoff Shares plus the number of shares of the Company’s Common Stock to be issued to the Management Investors, as described below, shall not exceed 19.9% of the voting power of all of the Company’s voting securities issued and outstanding as of the date of this Agreement. If issued, the Payoff Shares will be issued in a private placement and not be registered and Homeland will not be entitled to registration rights with respect to the Payoff Shares, except for certain piggyback rights.

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(3)

Subject to the terms of the Purchase Agreement, any combination of the Payoff Amount and the Payoff Shares, provided, however, that the aggregate amount of the Payoff Amount and the Payoff Shares shall not exceed the unpaid principal balance and accrued interest due under the Note as of receipt by PESI of the written demand notice, with the number of Payoff Shares to be determined by dividing the amount of the Payoff Amount which is to be paid in Payoff Shares by the average of the closing prices per share of the Company’s Common Stock as reported by the primary national securities exchange or automatic quotation system on which the Company’s Common Stock is traded during the thirty (30) consecutive trading day period ending on the trading day immediately prior to receipt by the Company of the written demand notice and Homeland’s written election to receive a portion of the Payoff Amount in Payoff Shares, with such notice to specify the amount of the Payoff Amount to be paid in Payoff Shares.

The purchase price is also subject to certain working capital adjustments to be determined within 75 days following the closing as set forth in the Purchase Agreement and could be further subject to certain offsets as described in the Purchase Agreement.

Contemporaneously with the closing of the Acquisition, Homeland is to cause certain individuals (each a “Management Investor” and collectively, “Management Investors”) to purchase in a private placement restricted shares of Common Stock of the Company, at a per share price determined by dividing $1,000,000 by the average of the closing prices of the Company’s Common Stock as reported by the NASDAQ for the 30 consecutive trading day period ending on the trading day immediately prior to the earlier of (a) the Closing Date or (b) the public announcement of the Acquisition by the Company. The purchases by the Management Investors shall be unregistered, meeting the requirements of Rule 506 of Regulation D promulgated under the Securities Act. Homeland shall cause the Management Investors to purchase an aggregate number of restricted shares of the Company’s Common Stock valued at not less than $900,000 nor more than $1,000,000. The Company shall reduce from the cash portion of the purchase price, and the Company shall retain, the amount owing by the Management Investors for the shares of the Company’s Common Stock.

Safety, headquartered in Knoxville, Tennessee, specializes in the remediation of nuclear materials for the U.S. Department of Energy, U.S. Department of Defense, and other federal agencies. Safety employs more than 450 employees and, based on Homeland’s 2010 Form 10-K, Safety generated approximately $86.0 million in revenue and $3.3 million in net income for the fiscal year ended June 30, 2010. We expect to complete the Acquisition during the third quarter of 2011.

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In connection with the potential acquisition of Safety, we have entered into a commitment letter with our senior lender, PNC, to increase our revolving and term credit facilities with PNC to approximately $43,500,000, the proceeds of which would be used to:

refinance existing senior bank debt;

partially fund capital expenditures;

provide for our ongoing working capital needs; and

finance the cash portion of the acquisition of Safety.

Under the commitment, the following credit facilities would be made available to us;

up to $25,000,000 secured revolving credit facility, subject to a borrowing based on a certain percentage of eligible receivables and certain reserves;

term loan up to $16,000,000 limited to certain percentages of the liquidation value of eligible machinery and equipment, plus a certain percentage of the fair market value of eligible real estate; and

up to $2,500,000 equipment line, subject to certain limitations.

The new credit facilities would be secured by substantially all of our assets and stock of our subsidiaries, be for a term of five (5) years and completion of the new credit facilities being subject to numerous conditions precedent, including, but not limited to, execution of definitive loan documentation, certain minimum excess revolving credit availability, completion of the sale of PFFL, and completion of the acquisition of Safety.

Finite Risk Insurance Policy

As previously disclosed, our PFNWR facility has a finite risk insurance policy dated August 2007 with Chartis. The policy provides an initial $7,800,000 of financial assurance coverage with an annual growth rate of 1.5%, which at the end of the four year term policy, will provide maximum coverage of $8,200,000. We have the option to renew this policy at the end of the four year term. On July 31, 2011, the policy was renewed for an additional year which required a $46,000 fee. We have the option to renew this policy annually going forward with a similar fee which will be determined at the time of renewal. All other terms of the policy remain substantially unchanged (See “Note 7 – Commitment and Contingencies – Insurance” for terms and payments made on the original policy).

Stock Option

On July 25, 2011, our Compensation and Stock Option Committee approved the grant of 300,000 Incentive Stock Options (“ISOs”) from the 2010 Stock Option Plan to Mr. James Blankenhorn, our Chief Operating Officer, which allows for the purchase of up to 300,000 shares of the Company’s Common Stock at $1.57 per share. Mr. Blankenhorn’s employment with the Company was effective June 1, 2011. The options granted are for a term of six years from grant date with one-third yearly vesting over a three year period. The fair value of the options were determined to be approximately $266,000 in accordance with ASC 718, “Compensation – Stock Compensation”, using the Black-Scholes valuation model and will be expensed over the vesting period of three years.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

Certain statements contained within this report may be deemed "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, the "Private Securities Litigation Reform Act of 1995"). All statements in this report other than a statement of historical fact are forward-looking statements that are subject to known and unknown risks, uncertainties and other factors, which could cause actual results and performance of the Company to differ materially from such statements. The words "believe," "expect," "anticipate," "intend," "will," and similar expressions identify forward-looking statements. Forward-looking statements contained herein relate to, among other things,

although there are no assurances, we believe that our cash flows from operations and our available liquidity from our line of credit are sufficient to service the Company’s current obligations, excluding the liquidity needs to complete the potential acquisition discussed herein, which will require us to substantially increase our existing credit facilities;

·	we expect to meet our financial covenants in 2011;

·	demand for our services will continue to be subject to fluctuations due to a variety of factors beyond our control, including our national debt, the current economic conditions, and the manner in which the government will be required to spend funding to remediate federal sites;

·	significant reductions in the level of governmental funding or specifically mandated levels for different programs that are important to our business could have a material adverse impact on our business, financial position, results of operations and cash flow;

·	with much of our Nuclear Segment customer base being government or prime contractors treating government waste, we do not believe economic upturns or downturns have a significant impact on the demand for our services;

·	no immediate plans or current commitments to issue shares under the registration statement;

·	our ability to remediate certain contaminated sites for projected amounts;

·	despite our aggressive compliance and auditing procedures for disposal of wastes, we could, in the future, be notified that we are a Partially Responsible Party (“PRP”) at a remedial action site, which could have a material adverse effect;

·	we make every reasonable attempt to maintain complete compliance with these regulations; however, even with a diligent commitment, we, along with many of our competitors, may be required to pay fines for violations or investigate and potentially remediate our waste management facilities;

·	our ability to generate funds internally to remediate sites;

·	our ability to fund budgeted capital expenditures of $2,600,000 during 2011 through our operations or lease financing or a combination of both;

·	we believe full operations under the CHPRC subcontract will result in revenues for on-site and off-site work of approximately $200,000,000 to $250,000,000 over the five year base period unless funding is reduced for this project due to budget issues relating to the federal government;

·	because government spending is contingent upon its annual budget allocation of funding, we cannot provide assurance that we will not have larger fluctuations in the quarters in the near future;

·	our inability to continue under existing contracts that we have with the federal government (directly or indirectly as a subcontractor) could have a material adverse effect on our operations and financial condition;

·	we believe we maintain insurance coverage adequate for our needs and which is similar to, or greater than the coverage maintained by other companies of our size in the industry;

due to the continued uncertainty in the economy, changes within the environmental insurance market, and the past financial difficulties of AIG, whose subsidiary Chartis, is the provider of our financial assurance policies, we have no guarantees as to continued coverage by Chartis, that we will be able to obtain similar insurance in future years, or that the cost of such insurance will not increase materially;

·	as there are limited disposal sites available to us, a change in the number of available sites or an increase or decrease in demand for the existing disposal areas could significantly affect the actual disposal costs either positively or negatively;

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·	we anticipate paying the earn-out for measurement period ended June 30, 2011 in October 2011;

·	consummation of acquisition is subject to certain closing conditions;

·	we expect to complete the acquisition during the third quarter of 2011;

·	we expect to close the sale of PFFL during August 2011;

·	cash to be received from the sale of PFFL, PFO, and PFSG will be used to reduce our revolver, with the remaining used for our working capital needs;

·	we are not a party to any litigation or governmental proceeding which our management believes could result in any judgments or fines against us that would have a material adverse effect on our financial position, liquidity or results of future operations;

·	until the timing, scope and extent of any future regulation becomes known, we cannot predict the effect on our financial position, operating results and cash flow;

·	pending legislative and regulatory proposals which address greenhouse gas emissions, if and when enacted, could increase costs associated with our operations; and

·	the Company does not expect ASU 2011-04 to have a material effect on its financial position, results of operations or cash flows and ASU 2011-05 to have a material impact on our current presentation.

While the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance such expectations will prove to have been correct. There are a variety of factors, which could cause future outcomes to differ materially from those described in this report, including, but not limited to:

·	general economic conditions;

·	material reduction in revenues;

·	ability to meet PNC covenant requirements;

·	inability to collect in a timely manner a material amount of receivables;

·	increased competitive pressures;

·	the ability to maintain and obtain required permits and approvals to conduct operations;

·	the ability to develop new and existing technologies in the conduct of operations;

·	the ability to maintain and obtain closure and operating insurance requirements;

·	ability to retain or renew certain required permits;

·	discovery of additional contamination or expanded contamination at any of the sites or facilities leased or owned by us or our subsidiaries which would result in a material increase in remediation expenditures;

·	changes in federal, state and local laws and regulations, especially environmental laws and regulations, or in interpretation of such;

·	potential increases in equipment, maintenance, operating or labor costs;

·	management retention and development;

·	financial valuation of intangible assets is substantially more/less than expected;

·	the requirement to use internally generated funds for purposes not presently anticipated;

·	inability to continue to be profitable on an annualized basis;

·	the inability of the Company to maintain the listing of its Common Stock on the NASDAQ;

·	terminations of contracts with federal agencies or subcontracts involving federal agencies, or reduction in amount of waste delivered to the Company under the contracts or subcontracts;

·	renegotiation of contracts involving the federal government;

·	disposal expense accrual could prove to be inadequate in the event the waste requires re-treatment;

·	Risk Factors contained in Item 1A of our 2010 Form 10-K; and

·	factors set forth in “Special Note Regarding Forward-Looking Statements” contained in our 2010 Form 10-K.

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The Company undertakes no obligations to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We provide services through two reportable operating segments: Nuclear Waste Management Services Segment (“Nuclear Segment”) and Consulting Engineering Services Segment (“Engineering Segment”). The Nuclear Segment provides treatment, storage, processing and disposal services of mixed waste (waste containing both hazardous and low-level radioactive materials) and low-level radioactive wastes, including research, development and on-site and off-site mixed and low-level radioactive waste remediation. Our Engineering Segment provides environmental engineering and regulatory compliance services which includes oversight management of environmental restoration projects, air, soil, and water sampling, water and hazardous waste permitting, compliance reporting, emission reduction strategies, compliance auditing, and various compliance and training activities to industrial, education, healthcare, and service organizations, as well as, engineering and compliance support needed by our facilities.

Revenue in the second quarter of 2011 increased approximately $3,066,000 or 11.9% to $28,913,000 from $25,847,000 in the second quarter of 2010. Within our Nuclear Segment, we generated revenue of $28,276,000, an increase of $3,095,000 or 12.3% from the corresponding period of 2010. Of the $3,095,000 increase in revenue, approximately $2,748,000 was primarily due to increased waste treatment volume. The remaining increase of $347,000 was from the CH Plateau Remediation Company (“CHPRC”) subcontract. Our East Tennessee Materials and Energy Corporation (“M&EC”) subsidiary was awarded this subcontract by CHPRC, a general contractor to the U.S. Department of Energy (“DOE”), in the second quarter of 2008, to perform a portion of facility operations and waste management activities for the DOE Hanford Site. This subcontract is a cost plus award fee subcontract. Revenue from our Engineering Segment decreased $29,000 or 4.4% to $637,000 from $666,000 from decreased billable hours, which was partially offset by higher average billing rate.

The second quarter 2011 gross profit increased $867,000 or 12.1% from the corresponding period of 2010 primarily due to increased treatment waste volume.

SG&A for the second quarter of 2011 increased $60,000 to $3,436,000 from $3,376,000 for the corresponding period of 2010.

Our working capital position at June 30, 2011 increased to $2,804,000 from a working capital of $2,329,000 as of December 31, 2010.

Outlook

The higher government funding made available to remediate DOE sites under the economic stimulus package (American Recovery and Reinvestment Act), enacted by the Congress in February 2009, will reduce after 2011 as the DOE has committed to spend most of its cleanup funds by the end of September 2011. The availability of additional general funding that will be available for DOE’s cleanup projects will depend on future funding and its annual budgets. Therefore, we expect that demand for our services within our Nuclear Segment will be subject to fluctuations due to a variety of factors beyond our control, including our national debt, the current economic conditions, and the manner in which the government will be required to spend funding to remediate federal sites. Our operations depend, in large part, upon governmental funding, particularly funding levels at the DOE. In addition, our governmental contracts and subcontracts relating to activities at governmental sites are subject to termination or renegotiation on 30 days notice at the government’s option. Significant reductions in the level of governmental funding or specifically mandated levels for different programs that are important to our business could have a material adverse impact on our business, financial position, results of operations and cash flows.

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Results of Operations

The reporting of financial results and pertinent discussions are tailored to two reportable segments: Nuclear and Engineering.

	Three Months Ended												Six Months Ended
	June 30,												June 30,
Consolidated (amounts in thousands)	2011			%			2010			%			2011			%			2010			%
Net revenues	$	28,913			100.0		$	25,847			100.0		$	52,528			100.0		$	49,413			100.0
Cost of goods sold		20,864			72.2			18,665			72.2			41,449			78.9			37,288			75.5
Gross profit		8,049			27.8			7,182			27.8			11,079			21.1			12,125			24.5
Selling, general and administrative		3,436			11.9			3,376			13.1			6,808			13.0			6,818			13.8
Research and development		395			1.4			179			.7			661			1.3			389			.8
Loss on disposal of property and equipment		―			―			―			―			―			―			2			―
Income from operations		4,218			14.5			3,627			14.0			3,610			6.8			4,916			9.9
Interest income		13			―			16			.1			26			―			37			.1
Interest expense		(183	)		(.6	)		(206	)		(.8	)		(359	)		(.7	)		(424	)		(.9	)
Interest expense-financing fees		(54	)		(.1	)		(102	)		(.4	)		(156	)		(.2	)		(205	)		(.4	)
other		3			―			―			―			3			―			5			―
Income from continuing operations before taxes		3,997			13.8			3,335			12.9			3,124			5.9			4,329			8.7
Income tax expense		1,445			5.0			1,219			4.7			1,105			2.1			1,638			3.3
Income from continuing operations	$	2,552			8.8		$	2,116			8.2		$	2,019			3.8		$<