PESI

false 0000891532

PERMA FIX ENVIRONMENTAL SERVICES INC

0000891532

2024-04-10 2024-04-10

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 10, 2024

PERMA-FIX

ENVIRONMENTAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware .

1-11596

58-1954497

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8302 Dunwoody Place, Suite 250, Atlanta, Georgia

30350

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (770) 587-9898

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, Par Value, $.001 Per Share

PESI

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition

As previously disclosed, Perma-Fix Environmental Services, Inc.’s (the “Company”) results of operations in the first quarter of 2024 were impacted by accelerated investments and several events, which the Company believes were temporary. The Company has elected to provide additional disclosure to further clarify the nature of these investments and impacts, which included the following:

●Accelerated investments in research and development on our new technology to treat Per- and Polyfluorinated Substances (“PFAS”);

●Reduced activities by the Company’s customers from poor weather conditions, which resulted in the closure of two of our facilities for a week, including delays in shipments to support backlog;

●Continuing Resolution impacts due to the inability of Congress to pass a Federal Budget through March, which contributed to delays in procurements, project starts and waste shipment, due to uncertain budget projections by our government clients;

●Completion of two large projects in the Services Segment were not yet replaced by new projects starts due to delays in mobilization activities until late April; and

●All three primary treatment facilities realized outages in March resulting in nearly $1.5 million in impacts as the Company utilized the aforementioned slowdowns for equipment replacement and repairs, program enhancements, and testing to support permit expansion and broader market penetration;

As a result of the aforementioned investments and impacts, the Company anticipates it will generate a net loss of approximately $3.5 million in the first quarter of 2024, which amount is subject to change as the Company continues to finalize its results for the first quarter of 2024. The Company believes that most of these accelerated investments and unanticipated impacts should have limited duration effects to the Company’s financial performance. Management believes that the second quarter will not include significant continued impact from these activities. Additionally, the Company believes its base business is well positioned for the second half of 2024 and, as previously reported, the Company continues to advance a variety of additional initiatives that it expects will have a further positive impact on both revenue and earnings beginning the second half of the year that are expected to be more fully realized in 2025.

Preliminary Information

The unaudited financial and operational information presented herein is preliminary and may change. The Company’s financial closing procedures with respect to the estimated financial information provided in this report are not yet complete, and as a result, the Company’s final results may vary significantly from the preliminary results included in this report. The Company undertakes no obligation to update or supplement the information provided in this report until the Com

0000891532 false

PERMA FIX ENVIRONMENTAL SERVICES INC

0000891532

2023-03-23 2023-03-23

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 23, 2023

PERMA-FIX

ENVIRONMENTAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-11596

58-1954497

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8302 Dunwoody Place, Suite 250, Atlanta, Georgia

30350

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (770) 587-9898

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, Par Value, $.001 Per Share

PESI

NASDAQ Capital Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition

On March 23, 2023 at 11:00 AM EDT, Perma-Fix Environmental Services, Inc. (the “Company”) will hold a conference call broadcast live over the Internet. A press release dated March 20, 2023, announcing the conference is attached hereto as Exhibit 99.1. A webcast of the conference call will also be available on the Company’s web page at www.perma-fix.com.

On March 23, 2023, the Company issued a press release to report its financial results for the three and twelve months ended December 31, 2022. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information combined in this Item 2.02 of this Form 8-K and the Exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (as amended), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (as amended), except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

99.1 Press release dated March 20, 2023

99.2 Press release dated March 23, 2023

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERMA-FIX

ENVIRONMENTAL SERVICES, INC.

By: /s/ Ben Naccarato

Ben Naccarato

Dated: March 23, 2023

Executive Vice President, Chief Financial Officer and Chief Accounting Officer

0000891532 false

PERMA FIX ENVIRONMENTAL SERVICES INC

0000891532

2021-12-30 2021-12-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 30, 2021

PERMA-FIX

ENVIRONMENTAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware .

001-11596 .

58-1954497

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8302 Dunwoody Place, Suite 250, Atlanta, Georgia

30350

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (770) 587-9898

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, Par Value, $.001 Per Share

PESI

NASDAQ

Capital Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02 – Results of Operations and Financial Condition.

The Company anticipates that an expense may be recognized during the fourth quarter of 2021, subject to completion of the Company’s year-end audit, as described herein under Item 8.01, incorporated herein by reference.

Item 8.01 – Other Events

Perma-Fix

Environmental Services, Inc. (the “Company”) is filing this Current Report on Form 8-K (the “Form 8-K”) solely to reflect the discontinued operation of the Company’s Medical Segment business, as described below.

As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company’s Medical Segment business, conducted through the Company’s majority-owned subsidiary, Perma-Fix Medical S. A., a joint stock company organized under the laws of Poland (“PFM Poland”), and PFM Poland’s wholly-owned subsidiary, Perma-Fix Medical Corporation, a Delaware corporation (“PFMC”), has not generated any revenue and has substantially reduced R&D costs and activities due to the need for capital to fund such activities. During the three months ended December 31, 2021, the Company made the strategic decision to discontinue and exit its Medical Segment business and, in connection therewith, the Company executed a Sale of Shares Agreement on December 30, 2021, whereby it sold 100% of its interest in PFM Poland to a Polish investor for a nominal amount. As a condition precedent to the Sale of Shares Agreement, the Company acquired PFMC after its conversion to a Delaware limited liability company. The acquisition by the Company of the limited liability company was effected on December 29, 2021. Additionally, as a further condition precedent to the Sale of Shares Agreement, the Company agreed to release PFM Poland from unsatisfied trade payables owed by PFM Poland to the Company, totaling approximately PLN 9,660,733 (approximately USD $2,384,027) as of December 30, 2021. In connection therewith, the Company executed a Debt Release Agreement dated December 30, 2021. The Company anticipates that it will deconsolidate PFM Poland from its 2021 financial statements, subject to completion of the Company’s year-end audit, which would result in a non-cash loss of approximately $1.9 million from the elimination of Minority Interest.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERMA-FIX

ENVIRONMENTAL SERVICES, INC.

By: /s/ Ben Naccarato

Ben Naccarato

Dated: January 6, 2022

Executive Vice President, Chief Financial Officer and Chief Accounting Officer