x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
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)
|
Class
Common
Stock, $.001 Par Value
|
Outstanding
at May 8, 2007
52,071,244
shares
of registrant’s
Common
Stock
|
Page
No.
|
||
1
|
||
3
|
||
4
|
||
5
|
||
6
|
||
20
|
||
39
|
||
40
|
||
|
||
42
|
||
43
|
||
44
|
(Amounts
in Thousands, Except for Share Amounts)
|
March
31,
2007
|
December
31,
2006
|
|||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
982
|
$
|
1,863
|
|||
Restricted
cash
|
65
|
65
|
|||||
Accounts
receivable, net of allowance for doubtful
|
|||||||
accounts
of $385 and $415, respectively
|
16,333
|
15,256
|
|||||
Unbilled
receivables - current
|
11,578
|
12,861
|
|||||
Inventories
|
1,067
|
847
|
|||||
Prepaid
expenses
|
2,686
|
3,039
|
|||||
Other
receivables
|
78
|
1,622
|
|||||
Current
assets of discontinued operations
|
21
|
22
|
|||||
Total
current assets
|
32,810
|
35,575
|
|||||
Property
and equipment:
|
|||||||
Buildings
and land
|
20,614
|
20,965
|
|||||
Equipment
|
31,436
|
31,414
|
|||||
Vehicles
|
4,780
|
4,616
|
|||||
Leasehold
improvements
|
11,474
|
11,469
|
|||||
Office
furniture and equipment
|
2,513
|
2,502
|
|||||
Construction-in-progress
|
6,470
|
4,896
|
|||||
77,287
|
75,862
|
||||||
Less
accumulated depreciation and amortization
|
(30,666
|
)
|
(29,942
|
)
|
|||
Net
property and equipment
|
46,621
|
45,920
|
|||||
Property
and equipment of discontinued operations
|
706
|
706
|
|||||
Intangibles
and other assets:
|
|||||||
Permits
|
13,444
|
13,395
|
|||||
Goodwill
|
1,330
|
1,330
|
|||||
Unbilled
receivable – non-current
|
3,821
|
2,600
|
|||||
Finite
Risk Sinking Fund
|
5,566
|
4,518
|
|||||
Other
assets
|
1,825
|
1,953
|
|||||
Total
assets
|
$
|
106,123
|
$
|
105,997
|
|||
(Amounts
in Thousands, Except for Share Amounts)
|
March
31,
2007
|
December
31,
2006
|
|||||
(Unaudited)
|
|||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
4,995
|
$
|
3,922
|
|||
Current
environmental accrual
|
927
|
871
|
|||||
Accrued
expenses
|
11,044
|
11,287
|
|||||
Unearned
revenue
|
3,637
|
3,575
|
|||||
Current
liabilities of discontinued operations
|
726
|
707
|
|||||
Current
portion of long-term debt
|
2,421
|
2,403
|
|||||
Total
current liabilities
|
23,750
|
22,765
|
|||||
Environmental
accruals
|
1,686
|
1,754
|
|||||
Accrued
closure costs
|
5,432
|
5,393
|
|||||
Other
long-term liabilities
|
3,130
|
3,019
|
|||||
Long-term
liabilities of discontinued operations
|
1,362
|
1,402
|
|||||
Long-term
debt, less current portion
|
5,948
|
5,926
|
|||||
Total
long-term liabilities
|
17,558
|
17,494
|
|||||
Total
liabilities
|
41,308
|
40,259
|
|||||
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, respectively
|
¾
|
¾
|
|||||
Common
Stock, $.001 par value; 75,000,000 shares authorized,
|
|||||||
52,071,244
and 52,053,744 shares issued, including 0 share held
|
|||||||
and
988,000 shares of treasury stock retired in 2006,
respectively
|
52
|
52
|
|||||
Additional
paid-in capital
|
93,128
|
92,980
|
|||||
Stock
subscription receivable
|
(66
|
)
|
(79
|
)
|
|||
Accumulated
deficit
|
(29,584
|
)
|
(28,500
|
)
|
|||
Total
stockholders' equity
|
63,530
|
64,453
|
|||||
Total
liabilities and stockholders' equity
|
$
|
106,123
|
$
|
105,997
|
|||
Three
Months Ended
March
31,
|
|||||||
(Amounts
in Thousands, Except for Per Share Amounts)
|
2007
|
2006
|
|||||
Net
revenues
|
$
|
20,155
|
$
|
21,118
|
|||
Cost
of goods sold
|
14,265
|
14,288
|
|||||
Gross
profit
|
5,890
|
6,830
|
|||||
Selling,
general and administrative expenses
|
6,543
|
5,241
|
|||||
Loss
(gain) on disposal of property and equipment
|
(20
|
)
|
3
|
||||
Income
(loss) from operations
|
(633
|
)
|
1,586
|
||||
Other
income (expense):
|
|||||||
Interest
income
|
88
|
33
|
|||||
Interest
expense
|
(225
|
)
|
(357
|
)
|
|||
Interest
expense-financing fees
|
(48
|
)
|
(49
|
)
|
|||
Other
|
(14
|
)
|
(13
|
)
|
|||
Income
(loss) from continuing operations before taxes
|
(832
|
)
|
1,200
|
||||
Income
tax expense
|
126
|
72
|
|||||
Income
(loss) from continuing operations
|
(958
|
)
|
1,128
|
||||
Loss
from discontinued operations, net of taxes
|
(126
|
)
|
(450
|
)
|
|||
Net
income (loss)
|
(1,084
|
)
|
678
|
||||
Preferred
Stock dividends
|
¾
|
¾
|
|||||
Net
income (loss) applicable to Common Stock
|
$
|
(1,084
|
)
|
$
|
678
|
||
Net
income (loss) per common share – basic
|
|||||||
Continuing
operations
|
$
|
(.02
|
)
|
$
|
.03
|
||
Discontinued
operations
|
¾
|
(.01
|
)
|
||||
Net
income (loss) per common share
|
$
|
(.02
|
)
|
$
|
.02
|
||
Net
income (loss) per common share – diluted
|
|||||||
Continuing
operations
|
$
|
(.02
|
)
|
$
|
.03
|
||
Discontinued
operations
|
¾
|
(.01
|
)
|
||||
Net
income (loss) per common share
|
$
|
(.02
|
)
|
$
|
.02
|
||
Number
of shares used in computing net income (loss) per share:
|
|||||||
Basic
|
52,063
|
44,831
|
|||||
Diluted
|
52,063
|
45,349
|
|||||
Three
Months Ended
March
31,
|
|||||||
(Amounts
in Thousands)
|
2007
|
2006
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
Income (loss)
|
$
|
(1,084
|
)
|
$
|
678
|
||
Adjustments
to reconcile net income (loss) to cash provided by
|
|||||||
operations:
|
|||||||
Depreciation
and amortization
|
1,217
|
1,194
|
|||||
Provision
(credit) for bad debt and other reserves
|
42
|
(41
|
)
|
||||
(Gain)
loss on disposal of property and equipment
|
(20
|
)
|
3
|
||||
Issuance
of Common Stock for services
|
12
|
10
|
|||||
Share
based compensation
|
111
|
29
|
|||||
Discontinued
operations
|
(20
|
)
|
(291
|
)
|
|||
Changes
in operating assets and liabilities of continuing
operatons:
|
|||||||
Accounts
receivable
|
(1,120
|
)
|
3,099
|
||||
Unbilled
receivables
|
62
|
(2,026
|
)
|
||||
Prepaid
expenses, inventories and other assets
|
1,932
|
1,325
|
|||||
Accounts
payable, accrued expenses, and unearned revenue
|
853
|
(3,644
|
)
|
||||
Net
cash provided by operations
|
1,985
|
336
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of property and equipment, net
|
(1,496
|
)
|
(496
|
)
|
|||
Proceeds
from sale of plant, property and equipment
|
28
|
1
|
|||||
Change
in restricted cash, net
|
¾
|
9
|
|||||
Change
in finite risk sinking fund
|
(1,048
|
)
|
(1,022
|
)
|
|||
Discontinued
operations
|
¾
|
104
|
|||||
Net
cash used in investing activities
|
(2,516
|
)
|
(1,404
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Net
borrowings of revolving credit
|
¾
|
1,573
|
|||||
Principal
repayments of long-term debt
|
(388
|
)
|
(531
|
)
|
|||
Proceeds
from issuance of stock
|
25
|
¾
|
|||||
Repayment
of stock subscription receivable
|
13
|
¾
|
|||||
Net
cash provided by (used in) financing activities
|
(350
|
)
|
1,042
|
||||
Decrease
in cash
|
(881
|
)
|
(26
|
)
|
|||
Cash
at beginning of period
|
1,863
|
94
|
|||||
Cash
at end of period
|
$
|
982
|
$
|
68
|
|||
Supplemental
disclosure:
|
|||||||
Interest
paid
|
$
|
191
|
$
|
244
|
|||
Non-cash
investing and financing activities:
|
|||||||
Long-term
debt incurred for purchase of property and equipment
|
428
|
¾
|
|||||
(Amounts
in thousands,
|
Common
Stock
|
Additional
Paid-In
|
Loan
for
|
Accumulated
|
Total
Stockholders'
|
||||||||||||||
except
for share amounts)
|
Shares
|
Amount
|
Capital
|
Equity
|
Deficit
|
Equity
|
|||||||||||||
Balance
at December 31, 2006
|
52,053,744
|
$
|
52
|
$
|
92,980
|
$
|
(79
|
)
|
$
|
(28,500
|
)
|
$
|
64,453
|
||||||
Net
loss
|
¾
|
¾
|
¾
|
¾
|
(1,084
|
)
|
(1,084
|
)
|
|||||||||||
Issuance
of Common Stock for
|
|||||||||||||||||||
cash
and services
|
¾
|
¾ |
12
|
¾
|
¾
|
12
|
|||||||||||||
Issuance
of Common Stock upon
|
|||||||||||||||||||
exercise
of Warrants & Options
|
17,500
|
¾
|
25
|
¾
|
¾
|
25
|
|||||||||||||
Share
based compensation
|
¾
|
¾
|
111
|
¾
|
¾
|
111
|
|||||||||||||
Repayment
of stock subscription
receivable
|
¾
|
¾
|
¾
|
13
|
¾
|
13
|
|||||||||||||
Balance
at March 31, 2007
|
52,071,244
|
$
|
52
|
$
|
93,128
|
$
|
(66
|
)
|
$
|
(29,584
|
)
|
$
|
63,530
|
||||||
1.
|
Basis
of Presentation
|
2.
|
Summary
of Significant Accounting
Policies
|
3.
|
Stock
Based Compensation
|
4.
|
Earnings
(Loss) Per Share
|
Three
Months Ended
March 31, |
|||||||
(Amounts
in Thousands, Except for Per Share Amounts)
|
2007
|
2006
|
|||||
Earnings
(loss) per share from continuing operations
|
|||||||
Income(loss)
from continuing operations
|
$
|
(958
|
)
|
1,128
|
|||
Preferred
stock dividends
|
¾
|
¾
|
|||||
Income
(loss) from continuing operations applicable to Common
Stock
|
(958
|
)
|
1,128
|
||||
Effect
of dilutive securities:
|
|||||||
Preferred
Stock dividends
|
¾
|
¾
|
|||||
Income
(loss) – diluted
|
$
|
(958
|
)
|
$
|
1,128
|
||
Basic
income (loss) per share
|
$
|
(.02
|
)
|
$
|
.03
|
||
Diluted
income (loss) per share
|
$
|
(.02
|
)
|
$
|
.03
|
||
Earnings
(loss) per share from discontinued operations
|
|||||||
Loss
– basic and diluted
|
$
|
(126
|
)
|
$
|
(450
|
)
|
|
Basic
loss per share
|
$
|
¾
|
$
|
(.01
|
)
|
||
Diluted
loss per share
|
$
|
¾
|
$
|
(.01
|
)
|
||
Weighted
average common shares outstanding – basic
|
52,063
|
44,831
|
|||||
Potential
shares exercisable under stock option plans
|
¾
|
211
|
|||||
Potential
shares upon exercise of Warrants
|
¾
|
307
|
|||||
Weighted
average shares outstanding – diluted
|
52,063
|
45,349
|
|||||
Potential
shares excluded from above weighted average share calculations
due to
their anti-dilutive effect include:
|
|||||||
Upon
exercise of options
|
270
|
2,258
|
|||||
Upon
exercise of Warrants
|
¾
|
1,776
|
5.
|
Long
Term Debt
|
(Amounts
in Thousands)
|
March
31,
2007
|
December
31,
2006
|
|||||
(Unaudited)
|
|||||||
Revolving
Credit
facility dated December 22, 2000, borrowings based
|
|||||||
upon
eligible accounts receivable, subject to monthly borrowing
base
|
|||||||
calculation,
variable interest paid monthly at prime rate plus ½%
|
|||||||
(8.75%
at March 31, 2007), balance due in May 2008.
|
$
|
¾
|
$
|
¾
|
|||
Term
Loan
dated December 22, 2000, payable in equal monthly
|
|||||||
installments
of principal of $83, balance due in May 2008, variable
|
|||||||
interest
paid monthly at prime rate plus 1% (9.25% at March 31,
2007).
|
5,250
|
5,500
|
|||||
Promissory
Note dated
June 25, 2001, payable in semiannual installments
|
|||||||
on
June 30 and December 31 through December 31, 2008,
variable
|
|||||||
interest
accrues at the applicable law rate determined under the
IRS
|
|||||||
Code
Section (10.0% on March 31, 2007) and is payable in one
lump
|
|||||||
sum
at the end of installment period.
|
1,434
|
1,434
|
|||||
Installment
Agreement
dated June 25, 2001, payable in semiannual IRS
|
|||||||
installments
on June 30 and December 31 through December 31, 2008,
|
|||||||
variable
interest accrues at the applicable law rate determined under
the
|
|||||||
Code
Section (10.0% on March 31, 2007) and is payable in one
|
|||||||
lump
sum at the end of installment period.
|
353
|
353
|
|||||
Various
capital lease and promissory note obligations, payable 2007
to
|
|||||||
2012,
interest at rates ranging from 5.0% to 15.7%.
|
1,332
|
1,042
|
|||||
8,369
|
8,329
|
||||||
Less
current portion of long-term debt
|
2,421
|
2,403
|
|||||
$
|
5,948
|
$
|
5,926
|
6.
|
Commitments
and Contingencies
|
7.
|
Discontinued
Operations
|
8.
|
Operating
Segments
|
·
|
from
which we may earn revenue and incur expenses;
|
·
|
whose
operating results are regularly reviewed by the segment president
to make
decisions about resources to be allocated to the segment and assess
its
performance; and
|
·
|
for
which discrete financial information is
available.
|
Segment Reporting for the Quarter Ended March 31, 2007 | |||||||||||||||||||||||
Industrial
|
Nuclear
|
Engineering
|
Segments
Total
|
Corporate
(2)
|
Consolidated
Total
|
||||||||||||||||||
Revenue
from external customers
|
$
|
7,234
|
$
|
12,344
|
(3)
|
|
$
|
577
|
$
|
20,155
|
$
|
¾
|
$
|
20,155
|
|||||||||
Intercompany
revenues
|
231
|
555
|
235
|
1,021
|
¾
|
1,021
|
|||||||||||||||||
Gross
profit
|
1,290
|
4,431
|
169
|
5,890
|
¾
|
5,890
|
|||||||||||||||||
Interest
income
|
¾
|
¾
|
¾
|
¾
|
88
|
88
|
|||||||||||||||||
Interest
expense
|
25
|
91
|
¾
|
116
|
109
|
225
|
|||||||||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
¾
|
48
|
48
|
|||||||||||||||||
Depreciation
and amortization
|
446
|
743
|
9
|
1,198
|
19
|
1,217
|
|||||||||||||||||
Segment
profit (loss)
|
(1,683
|
)
|
2,153
|
49
|
519
|
(1,477
|
)
|
(958
|
)
|
||||||||||||||
Segment
assets(1)
|
21,244
|
70,596
|
2,063
|
93,903
|
12,220
|
(4)
|
|
106,123
|
|||||||||||||||
Expenditures
for segment assets
|
558
|
1,353
|
10
|
1,921
|
3
|
1,924
|
|||||||||||||||||
Total
long-term debt
|
906
|
2,200
|
13
|
3,119
|
5,250
|
(5)
|
|
8,369
|
|||||||||||||||
Segment Reporting for the Quarter Ended March 31, 2006 | |||||||||||||||||||||||
Industrial
|
Nuclear
|
Engineering
|
Segments
Total
|
Corporate
(2)
|
Consolidated
Total
|
||||||||||||||||||
Revenue
from external customers
|
$
|
8,222
|
$
|
12,158
|
(3)
|
|
$
|
738
|
$
|
21,118
|
$
|
¾
|
$
|
21,118
|
|||||||||
Intercompany
revenues
|
391
|
673
|
110
|
1,174
|
¾
|
1,174
|
|||||||||||||||||
Gross
profit
|
1,777
|
4,821
|
232
|
6,830
|
¾
|
6,830
|
|||||||||||||||||
Interest
income
|
2
|
¾
|
¾
|
2
|
31
|
33
|
|||||||||||||||||
Interest
expense
|
28
|
112
|
¾
|
140
|
217
|
357
|
|||||||||||||||||
Interest
expense-financing fees
|
1
|
¾
|
¾
|
1
|
48
|
49
|
|||||||||||||||||
Depreciation
and amortization
|
441
|
732
|
10
|
1,183
|
11
|
1,194
|
|||||||||||||||||
Segment
profit (loss)
|
(89
|
)
|
2,706
|
91
|
2,708
|
(1,580
|
)
|
1,128
|
|||||||||||||||
Segment
assets(1)
|
23,350
|
62,411
|
2,183
|
87,944
|
9,192
|
(4)
|
|
97,136
|
|||||||||||||||
Expenditures
for segment assets
|
194
|
264
|
25
|
483
|
13
|
496
|
|||||||||||||||||
Total
long-term debt
|
1,018
|
3,109
|
21
|
4,148
|
10,270
|
(5)
|
|
14,418
|
|||||||||||||||
(1) |
Segment
assets have been adjusted for intercompany accounts to reflect actual
assets for each segment.
|
(2) |
Amounts
reflect the activity for corporate headquarters not included in the
segment information.
|
(3)
|
The
consolidated revenues within the Nuclear segment include the LATA/Parallax
revenues for the quarter ended March 31, 2007, which total $1,954,000
or
(9.7%) of total revenue and $458,000 or (2.2%) for the same quarter
2006.
|
(4)
|
Amount
includes assets from Perma-Fix of Michigan, Inc., and Perma-Fix of
Pittsburgh, Inc. two discontinued operations from the Industrial
segment,
of approximately $727,000 and $716,000 as of March 31, 2007 and 2006,
respectively.
|
(5)
|
Includes
the balance outstanding from our revolving line of credit and term
loan,
which is utilized by all of our
segments.
|
9.
|
Income
Taxes
|
10.
|
Acquisition
- Definitive Agreement
|
· |
$2.5
million, payable over a four year period (subject to voluntary
prepayment
without penalty), unsecured and nonnegotiable and bearing an annual
rate
of interest of 8.25%, with (i) accrued interest only payable on
June 30,
2008, (ii) $833,333.33, plus accrued and unpaid interest, payable
on June
30, 2009, (iii) $833,333.33, plus accrued and unpaid interest,
payable on
June 30, 2010, and (iv) the remaining unpaid principal balance,
plus
accrued and unpaid interest, payable on June 30, 2011 (collectively,
the
“Installment Payments”).
|
· |
$2.0
million in shares of our common stock, with the number of shares
determined by dividing $2.0 million by 95% of average of the closing
price
of our common stock as quoted on the Nasdaq during the 20 trading
days
period ending five business days prior to the closing of the Merger;
and
|
11.
|
Capital
Stock And Employee Stock
Plan
|
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
||||||||||
Options
outstanding Janury 1, 2007
|
2,816,750
|
$
|
1.86
|
||||||||||
Granted
|
¾
|
¾
|
|||||||||||
Exercised
|
17,500
|
1.41
|
$
|
16,938
|
|||||||||
Forfeited
|
¾
|
¾
|
|||||||||||
Options
outstanding End of Period
|
2,799,250
|
1.86
|
5.1
|
$
|
1,465,613
|
||||||||
Options
Exercisable at March 31, 2007
|
2,143,917
|
$
|
1.87
|
5.2
|
$
|
1,123,840
|
|||||||
Options
Vested and expected to be vested at March 31, 2007
|
2,752,047
|
$
|
1.86
|
5.1
|
$
|
1,441,000
|
|||||||
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
||||||||||
Options
outstanding January 1, 2006
|
2,546,750
|
$
|
1.79
|
||||||||||
Granted
|
878,000
|
1.86
|
|||||||||||
Exercised
|
¾
|
¾
|
$
|
—
|
|||||||||
Forfeited
|
7,500
|
1.44
|
|||||||||||
Options
outstanding End of Period
|
3,417,250
|
1.81
|
5.5
|
$
|
634,726
|
||||||||
Options
Exercisable at March 31, 2006
|
2,539,250
|
$
|
1.79
|
5.4
|
$
|
590,826
|
|||||||
Options
Vested and expected to be vested at March 31, 2006
|
3,367,204
|
$
|
1.81
|
5.5
|
$
|
632,223
|
Options
Outstanding
|
Options
Exercisable
|
||||||||||||||||||
Description
and Range of Exercise Prices at March 31, 2007
|
Number
Outstanding
|
Weighted
Average Remaining Contractual Life
|
Weighted
Average
Exercise
Price
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
|||||||||||||
Performance
Equity Plan
|
12,000
|
1.5
|
$
|
1.25
|
12,000
|
1.5
|
$
|
1.25
|
|||||||||||
($1.25)
|
|||||||||||||||||||
Non-Qualified
Stock Option Plan
|
1,290,250
|
4.6
|
1.86
|
1,290,250
|
4.6
|
1.86
|
|||||||||||||
($1.25
- $2.19)
|
|||||||||||||||||||
2004
Stock Option Plan
|
1,008,000
|
5.1
|
1.83
|
352,667
|
5.5
|
1.77
|
|||||||||||||
($1.44
- $1.86)
|
|||||||||||||||||||
1992
Outside Director Stock Option Plan
|
165,000
|
3.7
|
2.05
|
165,000
|
3.7
|
2.05
|
|||||||||||||
($1.21880
- $2.98)
|
|||||||||||||||||||
2003
Outside Director Stock Option Plan
|
324,000
|
7.8
|
1.94
|
324,000
|
7.8
|
1.94
|
|||||||||||||
($1.70-
$2.15)
|
|||||||||||||||||||
Options
Outstanding
|
Options
Exercisable
|
||||||||||||||||||
Description
and Range of Exercise Prices at March 31, 2006
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
|||||||||||||
Performance
Equity Plan
|
27,000
|
1.6
|
$
|
1.16
|
27,000
|
1.6
|
$
|
1.16
|
|||||||||||
($1.00
- $1.25)
|
|||||||||||||||||||
Non-Qualified
Stock Option Plan
|
1,989,250
|
5.1
|
1.79
|
1,989,250
|
5.1
|
1.79
|
|||||||||||||
($1.00-
$2.19)
|
|||||||||||||||||||
2004
Stock Option Plan
|
967,000
|
6.2
|
1.82
|
89,000
|
8.6
|
1.44
|
|||||||||||||
($1.44
- $1.86)
|
|||||||||||||||||||
1992
Outside Director Stock Option Plan
|
200,000
|
4.0
|
2.00
|
200,000
|
4.0
|
2.00
|
|||||||||||||
($1.21880
- $2.98)
|
|||||||||||||||||||
2003
Outside Director Stock Option Plan
|
234,000
|
8.2
|
1.85
|
234,000
|
8.2
|
1.85
|
|||||||||||||
($1.70-
$2.15)
|
·
|
improve
our operations and liquidity;
|
·
|
anticipated
improvement in the financial performance of the
Company;
|
·
|
ability
to comply with the Company's general working capital requirements;
|
·
|
anticipate
a full repayment of our Term Loan by May 2008;
|
·
|
ability
to be able to continue to borrow under the Company's revolving line
of
credit;
|
·
|
ability
to generate sufficient cash flow from operations to fund all costs
of
operations and remediation of certain formerly leased property in
Dayton,
Ohio, and the Company's facilities in Memphis, Tennessee; Detroit,
Michigan; Valdosta, Georgia; and Tulsa, Oklahoma;
|
·
|
ability
to remediate certain contaminated sites for projected
amounts;
|
·
|
ability
to fund budgeted capital expenditures of $4,137,000 during 2007;
|
·
|
we
expect backlog levels to continue to fluctuate within the same range
throughout 2007, subject to the complexity of the waste streams and
timing
of receipts and processing of materials;
|
·
|
LATA/Parallax
can terminate the contract with us at any time for convenience, which
could have a material adverse effect on our operations;
|
·
|
growth
of our Nuclear segment;
|
·
|
we
anticipate spending $536,000 in closure costs in 2007 with the remainder
over the next five years;
|
·
|
under
our insurance contracts, we usually accept self-insured retentions,
which
we believe is appropriate for our specific business
risks.
|
·
|
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.
|
·
|
we
intend to fund any consideration consisting of cash payments to be
paid at
closing from our borrowing under our Revolving Credit
facility;
|
·
|
the
insurer’s agreement to defend and indemnify us and our Dayton, Ohio
subsidiary is subject to the insurer’s reservation of its rights to deny
indemnity pursuant to various policy provisions and exclusions of
the
policy, including, without limitation, payment of any civil penalties
and
fines, as well as the insurer’s right to right to recoup any defense cost
it has advanced in the event that it is determined that the policy
provides no coverage;
|
·
|
as
part of the agreement, PFD will file for a Title V air permit, make
certain improvement the facility and meet certain air requirements
in
connection with managing waste at the facility;
|
·
|
continue
to see changes in the market;
|
·
|
we
could be a potentially responsible party for the costs of the cleanup
notwithstanding any absence of fault on our part;
|
·
|
we
do not expect future inflationary changes to differ materially from
the
last three years;
|
·
|
no
current intention to close any facilities, other than the Michigan
and
Pittsburgh facilities.
|
·
|
our
ability to negotiate a final consent decree with the U.S. Department
of
Justice with respect to the Dayton facility or the approval of such
consent decree by the appropriate assistant attorney general;
|
·
|
the
process for formalizing the details of a settlement agreement (consent
decree) and meeting the DOJ/EPA official approval requirements (including
public notice and comment) is expected to
|
take between 90 and 120 days; | |
·
|
the
agreement in principle (“AIP”) states that PFD will pay a civil penalty of
$800,000; however, at this time, PFD expects the $800,000 will consist
of
as many as three components;
|
·
|
it
is anticipated that the citizen’s suit would continue;
and
|
·
|
the
anticipated closing of the Nuvotec Acquisition in the second quarter
of
2007.
|
·
|
general
economic conditions;
|
·
|
material
reduction in revenues;
|
·
|
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;
|
·
|
ability
to retain or renew certain required permits;
|
·
|
discovery
of additional contamination or expanded contamination at a certain
Dayton,
Ohio, property formerly leased by the Company or the Company's facilities
at Memphis, Tennessee; Valdosta, Georgia; Detroit, Michigan; and
Tulsa,
Oklahoma, 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 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;
|
·
|
the
determination that PFMI and PFSG were responsible for a material
amount of
remediation at certain superfund sites;
|
·
|
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;
|
·
|
execution
of final agreement with EPA with regard to PFD
lawsuit.
|
Three
Months Ended March 31,
|
|||||||||||||
Consolidated
(amounts in thousands)
|
2007
|
%
|
2006
|
%
|
|||||||||
Net
Revenues
|
$
|
20,155
|
100.0
|
$
|
21,118
|
100.0
|
|||||||
Cost
of good sold
|
14,265
|
70.8
|
14,288
|
67.7
|
|||||||||
Gross
Profit
|
5,890
|
29.2
|
6,830
|
32.3
|
|||||||||
Selling,
general and administrative
|
6,543
|
32.4
|
5,241
|
24.8
|
|||||||||
Loss
(gain) on disposal of property and equipment
|
(20
|
)
|
(.1
|
)
|
3
|
¾
|
|||||||
Income
(loss) from operations
|
$
|
(633
|
)
|
(3.1
|
)
|
$
|
1,586
|
7.5
|
|||||
Interest
expense
|
(225
|
)
|
(1.1
|
)
|
(357
|
)
|
(1.7
|
)
|
|||||
Interest
expense-financing fees
|
(48
|
)
|
(.2
|
)
|
(49
|
)
|
(.2
|
)
|
|||||
Other
|
(14
|
)
|
(.1
|
)
|
(13
|
)
|
(.1
|
)
|
|||||
Income
(loss) from continuing operations
|
(958
|
)
|
(4.8
|
)
|
1,128
|
5.3
|
|||||||
Preferred
Stock dividends
|
¾
|
¾
|
¾
|
¾
|
(In
thousands)
|
2007
|
%
Revenue
|
2006
|
%
Revenue
|
Change
|
%
Change
|
|||||||||||||
Nuclear
|
|||||||||||||||||||
Government
waste
|
$
|
4,535
|
22.5
|
$
|
5,005
|
23.7
|
$
|
(470
|
)
|
(9.4
|
)
|
||||||||
Hazardous/Non-hazardous
|
1,486
|
7.3
|
800
|
3.8
|
686
|
85.8
|
|||||||||||||
Other
nuclear waste
|
3,973
|
19.7
|
3,882
|
18.4
|
91
|
2.3
|
|||||||||||||
Bechtel
Jacobs
|
396
|
2.0
|
2,013
|
9.5
|
(1,617
|
)
|
(80.3
|
)
|
|||||||||||
LATA/Parallax
|
1,954
|
9.7
|
458
|
2.2
|
1,496
|
326.6
|
|||||||||||||
Total
|
12,344
|
61.2
|
12,158
|
57.6
|
186
|
1.5
|
|||||||||||||
Industrial
Revenues
|
|||||||||||||||||||
Commercial
waste
|
5,180
|
25.7
|
6,164
|
29.2
|
(984
|
)
|
(16.0
|
)
|
|||||||||||
Government
services
|
1,172
|
5.8
|
1,027
|
4.8
|
145
|
14.1
|
|||||||||||||
Oil
Sales
|
882
|
4.4
|
1,031
|
4.9
|
(149
|
)
|
(14.5
|
)
|
|||||||||||
Total
|
7,234
|
35.9
|
8,222
|
38.9
|
(988
|
)
|
(12.0
|
)
|
|||||||||||
Engineering
|
577
|
2.9
|
738
|
3.5
|
(161
|
)
|
(21.8
|
)
|
|||||||||||
Total
|
$
|
20,155
|
100.0
|
$
|
21,118
|
100.0
|
$
|
(963
|
)
|
(4.6
|
)
|
||||||||
(In
thousands)
|
2007
|
%
Revenue
|
2006
|
%
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
7,913
|
64.1
|
$
|
7,337
|
60.3
|
$
|
576
|
||||||||
Industrial
|
5,944
|
82.2
|
6,445
|
78.4
|
(501
|
)
|
||||||||||
Engineering
|
408
|
70.7
|
506
|
68.6
|
(98
|
)
|
||||||||||
Total
|
$
|
14,265
|
70.8
|
$
|
14,288
|
67.7
|
$
|
(23
|
)
|
(In
thousands)
|
2007
|
%
Revenue
|
2006
|
%
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
4,431
|
35.9
|
$
|
4,821
|
39.7
|
$
|
(390
|
)
|
|||||||
Industrial
|
1,290
|
17.8
|
1,777
|
21.6
|
(487
|
)
|
||||||||||
Engineering
|
169
|
29.3
|
232
|
31.4
|
(63
|
)
|
||||||||||
Total
|
$
|
5,890
|
29.2
|
$
|
6,830
|
32.3
|
(940
|
)
|
||||||||
(In
thousands)
|
2007
|
%
Revenue
|
2006
|
%
Revenue
|
Change
|
|||||||||||
Administrative
|
$
|
1,346
|
¾
|
$
|
1,307
|
¾
|
$
|
39
|
||||||||
Nuclear
|
2,107
|
17.1
|
1,955
|
16.1
|
152
|
|||||||||||
Industrial
|
2,971
|
41.1
|
1,839
|
22.4
|
1,132
|
|||||||||||
Engineering
|
119
|
20.6
|
140
|
19.0
|
(21
|
)
|
||||||||||
Total
|
$
|
6,543
|
32.5
|
$
|
5,241
|
24.8
|
$
|
1,302
|
(In
thousands)
|
2007
|
2006
|
Change
|
|||||||
PNC
interest
|
$
|
108
|
$
|
196
|
$
|
(88
|
)
|
|||
Other
|
117
|
161
|
(44
|
)
|
||||||
Total
|
$
|
225
|
$
|
357
|
$
|
(132
|
)
|
(In
thousands)
|
2007
|
|||
Cash
provided by operations
|
$
|
1,985
|
||
Cash
used in investing activities
|
(2,516
|
)
|
||
Cash
used in financing activities
|
(350
|
)
|
||
Decrease
in cash
|
$
|
(881
|
)
|