UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

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

For the quarterly period endedMarch 31, 2022

For the quarterly period ended          September 30, 2022

Or

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

For the transition period fromto

For the transition period from                 _______________to_______________

Commission File No.1-11596

Commission File No. 001-11596

 

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

(770) 587-9898

(Registrant’s telephone number)

N/A

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

 

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

 

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $.001 Par ValuePESIPESINASDAQCapital Markets

 

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☒ 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☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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☒ Non-accelerated Filer ☐ Smaller reporting company 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 standards provided pursuant to Section 13(a) of the Exchange Act ☐

 

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

 

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.

 

ClassOutstanding at May 4,November 1, 2022
Common Stock, $.001 Par Value13,324,756 13,256,097shares

 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

 

INDEX

 

Page No.
PART IFINANCIAL INFORMATION
 Item 1.Consolidated Financial Statements1
  
Consolidated Balance Sheets -March 31,-September 30, 2022 and December 31, 20211
  
Consolidated Statements of Operations -Three- Three and Nine Months Ended March 31,September 30, 2022 and 20213
  
Consolidated Statements of Comprehensive Loss -ThreeIncome (Loss) - Three and Nine Months Ended March 31,September 30, 2022 and 20214
  
Consolidated StatementsStatement of Stockholders’ Equity -Three- Nine Months Ended March 31,September 30, 2022 and 20215
  Consolidated Statements of Cash Flows -Three Months Ended March 31, 2022 and 20216
  Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2022 and 20217
Notes to Consolidated Financial Statements78
 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2125
 Item 3.Quantitative and Qualitative Disclosures About Market Risk32
Item 4.Controls and Procedures3240
    
Item 4.Controls and Procedures41
PART II OTHER INFORMATIONOTHER INFORMATION
 
 Item 1.Legal Proceedings3342
 Item 1A.Risk Factors3342
 Item 6.Exhibits3442

 

 

PART I - FINANCIAL INFORMATION

ItemITEM 1. – Financial Statements

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Balance Sheets

 

 March 31, December 31,  September 30, December 31, 
 2022 2021  2022 2021 
(Amounts in Thousands, Except for Share and Per Share Amounts) (Unaudited) (Audited)  (Unaudited) (Audited) 
          
ASSETS                
Current assets:                
Cash $3,925  $4,440  $1,858  $4,440 
Accounts receivable, net of allowance for doubtful accounts of $26 and $85, respectively  10,322   11,372 
Accounts receivable, net of allowance for doubtful accounts of $31 and $85, respectively  9,993   11,372 
Unbilled receivables  5,275   8,995   6,306   8,995 
Inventories  953   680   1,057   680 
Prepaid and other assets  4,077   4,472   6,209   4,472 
Current assets related to discontinued operations  27   15   17   15 
Total current assets  24,579   29,974   25,440   29,974 
                
Property and equipment:                
Buildings and land  20,642   20,631   24,048   20,631 
Equipment  22,531   22,131   22,956   22,131 
Vehicles  449   443   439   443 
Leasehold improvements  23   23   23   23 
Office furniture and equipment  1,316   1,316   1,320   1,316 
Construction-in-progress  2,849   2,997   600   2,997 
Total property and equipment  47,810   47,541   49,386   47,541 
Less accumulated depreciation  (29,167)  (28,932)  (29,871)  (28,932)
Net property and equipment  18,643   18,609   19,515   18,609 
                
Property and equipment related to discontinued operations  81   81   81   81 
                
Operating lease right-of-use assets  2,347   2,460   2,087   2,460 
                
Intangibles and other long term assets:                
Permits  9,486   9,476   9,558   9,476 
Other intangible assets - net  852   894   719   894 
Finite risk sinking fund (restricted cash)  11,482   11,471   11,540   11,471 
Deferred tax assets  4,263   3,527   3,801   3,527 
Other assets  443   809   448   809 
Total assets $72,176  $77,301  $73,189  $77,301 

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

1

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Balance Sheets, Continued

 

  March 31,  December 31 
  2022  2021 
(Amounts in Thousands, Except for Share and per Share Amounts) (Unaudited)  (Audited) 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $10,329  $11,975 
Accrued expenses  5,537   5,078 
Disposal/transportation accrual  1,162   1,065 
Deferred revenue  2,707   5,580 
Accrued closure costs - current  547   578 
Current portion of long-term debt  384   393 
Current portion of operating lease liabilities  416   406 
Current portion of finance lease liabilities  354   333 
Current liabilities related to discontinued operations  802   506 
Total current liabilities  22,238   25,914 
         
Accrued closure costs  6,706   6,613 
Long-term debt, less current portion  491   600 
Long-term operating lease liabilities, less current portion  1,921   2,029 
Long-term finance lease liabilities, less current portion  920   884 
Long-term liabilities related to discontinued operations  408   677 
Total long-term liabilities  10,446   10,803 
         
Total liabilities  32,684   36,717 
         
Commitments and Contingencies (Note 9 )      
         
Stockholders’ Equity:        
Preferred Stock, $.001 par value; 2,000,000 shares authorized, 0 shares issued and outstanding      
Common Stock, $.001 par value; 30,000,000 shares authorized; 13,242,072 and 13,222,552 shares issued, respectively; 13,234,430 and 13,214,910 shares outstanding, respectively  13   13 
Additional paid-in capital  114,532   114,307 
Accumulated deficit  (74,963)  (73,620)
Accumulated other comprehensive loss  (2)  (28)
Less Common Stock in treasury, at cost; 7,642 shares  (88)  (88)
Total stockholders’ equity  39,492   40,584 
         
Total liabilities and stockholders’ equity $72,176  $77,301 

  September 30,  December 31 
  2022  2021 
(Amounts in Thousands, Except for Share and per Share Amounts) (Unaudited)  (Audited) 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $10,370  $11,975 
Accrued expenses  6,436   5,078 
Disposal/transportation accrual  1,291   1,065 
Deferred revenue  3,145   5,580 
Accrued closure costs - current  712   578 
Current portion of long-term debt  469   393 
Current portion of operating lease liabilities  431   406 
Current portion of finance lease liabilities  154   333 
Current liabilities related to discontinued operations  927   506 
Total current liabilities  23,935   25,914 
         
Accrued closure costs  7,306   6,613 
Long-term debt, less current portion  681   600 
Long-term operating lease liabilities, less current portion  1,673   2,029 
Long-term finance lease liabilities, less current portion  357   884 
Long-term liabilities related to discontinued operations  267   677 
Total long-term liabilities  10,284   10,803 
         
Total liabilities  34,219   36,717 
         
Commitments and Contingencies (Note 9 )  -    -  
         
Stockholders’ Equity:        
Preferred Stock, $.001 par value; 2,000,000 shares authorized,no shares issued and outstanding      
Common Stock, $.001 par value; 30,000,000 shares authorized; 13,305,750 and 13,222,552 shares issued, respectively;13,298,108 and 13,214,910 shares outstanding, respectively  13   13 
Additional paid-in capital  114,993   114,307 
Accumulated deficit  (75,744)  (73,620)
Accumulated other comprehensive loss  (204)  (28)
Less Common Stock in treasury, at cost; 7,642 shares  (88)  (88)
Total stockholders’ equity  38,970   40,584 
         
Total liabilities and stockholders’ equity $73,189  $77,301 

 

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

 

2

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Operations

(Unaudited)

 

(Amounts in Thousands, Except for Per Share Amounts) 2022 2021  2022 2021 2022 2021 
 Three Months Ended Nine Months Ended 
 

Three Months Ended

March 31,

  September 30, September 30, 
(Amounts in Thousands, Except for Per Share Amounts) 2022 2021  2022 2021 2022 2021 
              
Revenues $15,915  $23,133 
Net revenues $18,472  $15,797  $53,842  $55,075 
Cost of goods sold  14,279   20,777   15,402   13,573   46,252   49,529 
Gross profit  1,636   2,356   3,070   2,224   7,590   5,546 
                        
Selling, general and administrative expenses  3,422   3,205   3,929   3,348   11,035   9,550 
Research and development  96   150   69   243   245   538 
Loss on disposal of property and equipment  1         1   1   1 
Loss from operations  (1,883)  (999)  (928)  (1,368)  (3,691)  (4,543)
                        
Other income (expense):                        
Interest income  11   18   29   2   69   23 
Interest expense  (35)  (67)  (47)  (77)  (123)  (209)
Interest expense-financing fees  (13)  (8)  (16)  (11)  (44)  (28)
Other  (2)  1 
Loss from continuing operations before taxes  (1,922)  (1,055)
Income tax benefit  (673)  (17)
Loss from continuing operations, net of taxes  (1,249)  (1,038)
Other (Note 13)  1,965   (1)  1,960    
Gain on extinguishment of debt           5,381 
Income (loss) from continuing operations before taxes  1,003   (1,455)  (1,829)  624 
Income tax expense (benefit)  179   (2,836)  (147)  (2,840)
Income (loss) from continuing operations, net of taxes  824   1,381   (1,682)  3,464 
                        
Loss from discontinued operations (net of taxes) (Note 10)  (94)  (115)
Net loss  (1,343)  (1,153)
Loss from discontinued operations, net of taxes (Note 10)  (160)  (43)  (442)  (285)
Net income (loss)  664   1,338   (2,124)  3,179 
                        
Net loss attributable to non-controlling interest     (30)     (64)     (123)
                        
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders $(1,343) $(1,123)
Net income (loss) attributable to Perma-Fix Environmental Services, Inc. common stockholders $664  $1,402  $(2,124) $3,302 
                        
Net loss per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic and diluted:        
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic:                
Continuing operations $(.09) $(.08) $.06  $.12  $(.13) $.29 
Discontinued operations  (.01)  (.01)  (.01)  (.01)  (.03)  (.02)
Net loss per common share $(.10) $(.09)
Net income (loss) per common share $.05  $.11  $(.16) $.27 
                        
Number of common shares used in computing net loss per share:        
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - diluted:                
Continuing operations $.06  $.12  $(.13) $.29 
Discontinued operations  (.01)  (.01)  (.03)  (.02)
Net income (loss) per common share $.05  $.11  $(.16) $.27 
                
Number of common shares used in computing net income (loss) per share:                
Basic  13,234   12,165   13,297   12,198   13,265   12,181 
Diluted  13,234   12,165   13,447   12,406   13,265   12,416 

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

3

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Comprehensive LossIncome (Loss)

(Unaudited)

 

(Amounts in Thousands) 2022  2021 
  

Three Months Ended

March 31,

 
(Amounts in Thousands) 2022  2021 
       
Net loss $(1,343) $(1,153)
Other comprehensive income:        
Foreign currency translation gain  26   20 
Total other comprehensive income  26   20 
         
Comprehensive loss  (1,317)  (1,133)
Comprehensive loss attributable to non-controlling interest     (30)
Comprehensive loss attributable to Perma-Fix Environmental Services, Inc. stockholders $(1,317) $(1,103)
(Amounts in Thousands) 2022  2021  2022  2021 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
(Amounts in Thousands) 2022  2021  2022  2021 
             
Net income (loss) $664  $1,338  $(2,124) $3,179 
Other comprehensive (loss) income:                
Foreign currency translation adjustment  (135)  (22)  (176)  18 
                 
Comprehensive income (loss)  529   1,316   (2,300)  3,197 
Comprehensive loss attributable to non-controlling interest     (64)     (123)
Comprehensive income (loss) attributable to Perma-Fix Environmental Services, Inc. stockholders $529  $1,380  $(2,300) $3,320 
Comprehensive income (loss) attributable to Perma-Fix Environmental Services, Inc. stockholders $529  $1,380  $(2,300) $3,320 

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

4

PERMA-FIX ENVIRONMENTAL SERVICES, INC

Consolidated Statement of Stockholders’ Equity

(Unaudited)

(Amounts in thousands, except for share amounts)

  Shares  Amount  Capital  Treasury  Loss  Subsidiary  Deficit  Equity 
  Common Stock  Additional Paid-In  Common Stock Held In  Accumulated Other Comprehensive  Non-controlling Interest in  Accumulated  Total Stockholders’ 
  Shares  Amount  Capital  Treasury  Loss  Subsidiary  Deficit  Equity 
                         
Balance at December 31, 2021  13,222,552  $13  $114,307  $(88) $(28) $  $(73,620) $40,584 
Net loss                    (1,343)  (1,343)
Foreign currency translation              26         26 
Issuance of Common Stock for services  19,520      123               123 
Stock-Based Compensation        102               102 
Balance at March 31, 2022  13,242,072  $13  $114,532  $(88) $(2) $  $(74,963) $39,492 
                                 
Balance at December 31, 2020  12,161,539  $12  $108,931  $(88) $(207) $(1,742) $(74,455) $32,451 
Net loss                 (30)  (1,123)  (1,153)
Foreign currency translation              20         20 
Issuance of Common Stock for services  11,837      79                            79 
Stock-Based Compensation        45               45 
Balance at March 31, 2021  12,173,376  $12  $109,055  $(88) $(187) $(1,772) $(75,578) $31,442 

  Shares  Amount  Capital  Treasury  Loss  Subsidiary Deficit  Equity 
        Additional  Common Stock  Accumulated Other  Non-controlling    Total 
  Common Stock  Paid-In  Held In  Comprehensive  Interest in Accumulated  Stockholders’ 
  Shares  Amount  Capital  Treasury  Loss  Subsidiary Deficit  Equity 
Balance at December 31, 2021  13,222,552  $13  $114,307  $(88) -$      (28)  $         $(73,620) $40,584 
Net loss                    (1,343)  (1,343)
Foreign currency translation             - 26         26 
Issuance of Common Stock for services  19,520      123     -          123 
Stock-Based Compensation        102     -          102 
Balance at March 31, 2022  13,242,072  $13  $114,532  $(88) -$(2)  $ $(74,963) $39,492 
Net loss             -       (1,445)  (1,445)
Foreign currency translation             - (67)        (67)
Issuance of Common Stock upon exercise of options (cashless)  16,526           -           
Issuance of Common Stock for services  21,667      120     -          120 
Stock-Based Compensation        103     -          103 
Balance at June 30, 2022  13,280,265  $13  $114,755  $(88) -$(69)  $ $(76,408) $38,203 
Net income             -       664   664 
Foreign currency translation             - (135)        (135)
Issuance of Common Stock upon exercise of options  2,400      13     -          13 
Issuance of Common Stock for services  23,085      120     -          120 
Stock-Based Compensation        105     -          105 
Balance at September 30, 2022  13,305,750  $13  $114,993  $(88) -$(204)  $ $(75,744) $38,970 

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

 

5

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC

Consolidated Statement of Stockholders’ Equity, Continued

(Unaudited)

(Amounts in thousands, except for share amounts)

  Shares  Amount  Capital  Treasury  scriptions  Loss  Subsidiary  Deficit  Equity 
  Common Stock  Additional Paid-In  Common Stock Held In  Stock Sub-  Accumulated
Other Comprehensive
  Non-controlling Interest in  Accumulated  Total Stockholders’ 
  Shares  Amount  Capital  Treasury  scriptions  Loss  Subsidiary  Deficit  Equity 
Balance at December 31, 2020  12,161,539  $12  $108,931  $(88)  $   $(207) $(1,742) $(74,455) $32,451 
Net loss                    (30)  (1,123)  (1,153)
Foreign currency translation                 20         20 
Issuance of Common Stock for services  11,837      79                  79 
Stock-Based Compensation        45                  45 
Balance at March 31, 2021  12,173,376  $12  $109,055  $(88) $   $(187) $(1,772) $(75,578) $31,442 
Net (loss) income                    (29)  3,023   2,994 
Foreign currency translation                 20         20 
Issuance of Common Stock upon exercise of options  290                         
Issuance of Common Stock upon exercise of options (cashless)  290                         
Issuance of Common Stock for services  14,590      109                  109 
Stock-Based Compensation        42                  42 
Balance at June 30, 2021  12,188,256  $12  $109,206  $(88) $   $(167) $(1,801) $(72,555) $34,607 
Net (loss) income                    (64)  1,402   1,338 
Foreign currency translation                 (22)        (22)
Issuance of Common Stock for services  16,009      116                  116 
Sale of Common Stock  100,000      570(1)                  570 
Stock Subscriptions              4,387(2)            4,387 
Stock-Based Compensation        62                  62 
Balance at September 30, 2021  12,304,265  $12  $109,954  $(88) $4,387  $(189) $(1,865) $(71,153) $41,058 

(1)Net of offering costs incurred of approximately $50.

(2)Net of stock subscription receivables of $744 and offering costs incurred of approximately $449.

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

6

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

(Amounts in Thousands) 2022 2021  2022 2021 
 Three Months Ended  Nine Months Ended 
 March 31, September 30, 
(Amounts in Thousands) 2022 2021  2022 2021 
Cash flows from operating activities:                
Net loss $(1,343) $(1,153)
Net (loss) income $(2,124) $3,179 
Less: loss from discontinued operations, net of taxes (Note 10)  (94)  (115)  (442)  (285)
                
Loss from continuing operations, net of taxes  (1,249)  (1,038)
Adjustments to reconcile loss from continuing operations to cash provided by (used in) operating activities :        
(Loss) income from continuing operations, net of taxes  (1,682)  3,464 
Adjustments to reconcile (loss) income from continuing operations to cash used in operating activities:        
Depreciation and amortization  456   400   1,433   1,208 
Interest on finance lease with purchase option     2      7 
Gain on extinguishment of debt     (5,381)
Amortization of debt issuance costs  13   8   44   28 
Deferred tax benefit  (673)     (147)  (2,931)
Recovery of bad debt reserves  (55)  (17)
Loss on disposal of plant, property, and equipment  1    
(Recovery of) provision for bad debt reserves  (47)  1 
Loss on disposal of property and equipment  1   1 
Issuance of common stock for services  123   79   363   304 
Stock-based compensation  102   45   310   149 
Changes in operating assets and liabilities of continuing operations:        
Changes in operating assets and liabilities of continuing operations        
Accounts receivable  1,105   (10,445)  1,426   (2,158)
Unbilled receivables  3,720   5,224   2,689   8,757 
Prepaid expenses, inventories and other assets  1,097   557   829   1,700 
Accounts payable, accrued expenses and unearned revenue  (4,492)  (1,270)  (5,553)  (9,180)
Cash provided by (used in) continuing operations  148   (6,455)
Cash used in continuing operations  (334)  (4,031)
Cash used in discontinued operations  (142)  (149)  (559)  (296)
Cash provided by (used in) operating activities  6   (6,604)
Cash used in operating activities  (893)  (4,327)
                
Cash flows from investing activities:                
Purchases of property and equipment  (345)  (361)  (947)  (1,132)
Proceeds from sale of plant, property, and equipment  24   1 
Proceeds from sale of property and equipment  25   1 
Cash used in investing activities of continuing operations  (321)  (360)  (922)  (1,131)
                
Cash flows from financing activities:                
Repayments of revolving credit borrowings  (17,494)  (14,780)  (54,414)  (59,900)
Borrowing on revolving credit  17,494   14,780   54,414   59,900 
Proceeds from capital line  524    
Principal repayments of finance lease liabilities  (58)  (114)  (821)  (281)
Principal repayments of long term debt  (110)  (109)  (375)  (330)
Payment of debt issuance costs  (21)     (35)  (40)
Cash used in financing activities  (189)  (223)
Proceeds from sale of Common Stock, net of Offering costs paid     618 
Proceeds from stock subscription, net of Offering costs paid     4,816 
Proceeds from issuance of common stock upon exercise of options  13    
Cash (used in) provided by financing activities of continuing operations  (694)  4,783 
                
Effect of exchange rate changes on cash     (6)  (4)  (4)
                
(Decrease) increase in cash and finite risk sinking fund (restricted cash)  (504)  (7,193)
Decrease in cash and finite risk sinking fund (restricted cash)  (2,513)  (679)
Cash and finite risk sinking fund (restricted cash) at beginning of period  15,911   19,370   15,911   19,370 
Cash and finite risk sinking fund (restricted cash) at end of period $15,407  $12,177  $13,398  $18,691 
                
Supplemental disclosure:                
Interest paid $34  $54  $125  $163 
Income taxes paid  6      6   15 
Non-cash investing and financing activities:        
Equipment purchase subject to finance lease  114      114   319 
Equipment purchase subject to financing     29      29 

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

67

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Notes to Consolidated Financial Statements

March 31,September 30, 2022

(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, 2021.

 

1.Basis of Presentation

1. 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 (“the Commission”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 threenine months ended March 31,September 30, 2022 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2022.

 

The Company suggests 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, 2021.

 

The consolidated financial statements include the accounts of our wholly-owned subsidiaries and the account of a variable interest entity (“VIE”), Perma-Fix ERRG, for which we are the primary beneficiary (See “Note 1315 - VIE” for a discussion of this VIE). The consolidated financial statements for 2021 also included the accounts of the Company’s majority-owned Polish subsidiary, Perma-Fix Medical S.A (“PFM Poland”) and PFM Poland’s wholly-owned subsidiary, Perma-Fix Medical Corporation (“PFMC”), which comprised of the Company’s Medical Segment. As previously discussed, the Company made the strategic decision to cease all research and development (“R&D”) activities under the Medical Segment and sold 100% of its interest in PFM Poland in December 2021. As a condition precentprecedent to the sale of PFM Poland, the Company acquired PFMC after its conversion to a Delaware limited liability company. As a result of the sale of PFM Poland, the Company deconsolidated PFM Poland from its consolidated financial statements in December 2021. The Company’s Medical Segment had not generated any revenue.

 

Information for the Medical Segment is presented for the quarter ending March 31,and nine months ended September 30, 2021. The Medical Segment was disposed of as of December 31, 2021 and is not relevant for the quarter ending March 31,and nine month ended September 30, 2022. Prior period segment information is not required to be restated for the disposal of the segment.

 

2.Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Our accounting policies are as set forth in the notes to the December 31, 2021 consolidated financial statements referred to above.

7

Recently Adopted Accounting Standards

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-04, “Earnings Per Share (Topic 206), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).” ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This ASU is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this ASU by the Company effective January 1, 2022 did not have a material impact on its financial statements.

8

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued because of reference rate reform. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified the scope and application of the original guidance. The Company has determined that only its obligations under its credit facility are impacted by these ASUs at this time. During the third quarter of 2022, the Company entered into an amendment dated August 29, 2022 to its loan agreement which replaced the LIBOR option with the Secured Overnight Finance Rate (“SOFR”) option under its credit facility. The adoption of these ASUs by the Company during the third quarter of 2022 did not have a material impact to its financial statements (see “Note 8 – Long Term Debt” for a discuss of the Company’s credit facility and the amendment dated August 29, 2022).

 

Recently Issued Accounting Standards – Not Yet Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, “Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments,” and various subsequent amendments to the initial guidance (collectively, “Topic 326”). Topic 326 introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables and loans. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2019, FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies (“SRC”) as defined by the Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. These ASUs are effective January 1, 2023 for the Company as an SRC. Under new guidance issued by the Commission in March 2020, the Company continuescontinued to qualify as a smaller reporting companySRC but became an accelerated filer starting withfor its 2021 Form 10-K and allits 2022 quarterly 10-Q filings. The Company will remain a SRC but will become a non-accelerated filer for its 2022 Form 10-K and subsequent filings. The Company is currently evaluating the impact of these ASU on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitationstatements; however, based on historical credit losses and as a significant amount of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued because of reference rate reform. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified the scope and application of the original guidance. The Company plans to adopt both ASUs when LIBOR is discontinued. The Company is currently evaluating the impact of the new ASUs on its condensed consolidated financial statements. As of the date of this report,Company’s receivables are generated from government entities, the Company has determined that only its obligations underdoes not expect the credit facility as described in “Note 8 – Long Term Debt would be impacted byadoption of these ASUs. TheASUs to have a material impact to the Company’s obligations under its credit facility permit for payment of annual rate of interests on its obligations using prime rate or LIBOR.financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplifies the related diluted net income per share calculation for both Subtopics. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for the Company as an SRC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures.

 

89

 

3.Revenue

3. Revenue

Disaggregation of Revenue

 

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of our services and provides meaningful disaggregation of each business segment’s results of operations. The nature of the Company’s performance obligations within our Treatment and Services Segments resultsresult in the recognition of our revenue primarily over time. The following tables present further disaggregation of our revenues by different categories for our Services and Treatment Segments:

 Schedule Ofof Disaggregation Ofof Revenue

Revenue by Contract Type                          
(In thousands) Three Months Ended Three Months Ended  Three Months Ended Three Months Ended 
 March 31, 2022 March 31, 2021  September 30, 2022 September 30, 2021 
 Treatment Services Total Treatment Services Total  Treatment Services Total Treatment Services Total 
Fixed price $7,479  $5,761  $13,240  $7,495  $2,581  $10,076  $8,877  $6,892  $15,769  $8,893  $3,031  $11,924 
Time and materials     2,675   2,675      13,057   13,057      2,703   2,703      3,873   3,873 
Total $7,479  $8,436  $15,915  $7,495  $15,638  $23,133  $8,877  $9,595  $18,472  $8,893  $6,904  $15,797 

 

Revenue by generator                  
(In thousands) Three Months Ended  Three Months Ended 
  March 31, 2022  March 31, 2021 
  Treatment  Services  Total  Treatment  Services  Total 
Domestic government $5,815  $8,245  $14,060  $4,598  $12,661  $17,259 
Domestic commercial  1,436   162   1,598   2,265   590   2,855 
Foreign government  92   6   98   534   2,364   2,898 
Foreign commercial  136   23   159   98   23   121 
Total $7,479  $8,436  $15,915  $7,495  $15,638  $23,133 
Revenue by Contract Type                  
(In thousands) Nine Months Ended  Nine Months Ended 
  September 30, 2022  September 30, 2021 
  Treatment  Services  Total  Treatment  Services  Total 
Fixed price $24,749  $20,569  $45,318  $24,094  $7,094  $31,188 
Time and materials     8,524   8,524      23,887   23,887 
Total $24,749  $29,093  $53,842  $24,094  $30,981  $55,075 

Revenue by generator                  
(In thousands) Three Months Ended  Three Months Ended 
  September 30, 2022  September 30, 2021 
  Treatment  Services  Total  Treatment  Services  Total 
Domestic government $5,728  $9,264  $14,992  $6,725  $4,552  $11,277 
Domestic commercial  2,806   313   3,119   1,956   399   2,355 
Foreign government  287      287   36   1,931   1,967 
Foreign commercial  56   18   74   176   22   198 
Total $8,877  $9,595  $18,472  $8,893  $6,904  $15,797 

Revenue by generator                  
(In thousands) Nine Months Ended  Nine Months Ended 
  September 30, 2022  September 30, 2021 
  Treatment  Services  Total  Treatment  Services  Total 
Domestic government $17,786  $28,158  $45,944  $16,962  $24,172  $41,134 
Domestic commercial  6,045   859   6,904   6,284   1,185   7,469 
Foreign government  532   12   544   577   5,556   6,133 
Foreign commercial  386   64   450   271   68   339 
Total $24,749  $29,093  $53,842  $24,094  $30,981  $55,075 

Contract LiabilitiesBalances

 

The Company’s contract liabilities consist of deferred revenues which represent advance payment from customers in advance of the completion of our performance obligation. The following table represents changes in our contract liabilities balances:

Schedule Ofof Contract Liabilities 

     Year-to-date Year-to-date      Year-to-date Year-to-date 
(In thousands) March 31, 2022 December 31, 2021 Change ($) Change (%)  September 30, 2022 December 31, 2021 Change ($) Change (%) 
Contract liabilities                                
Deferred revenue $2,707  $5,580  $(2,873)  (51.5)% $3,145  $5,580  $(2,435)  (43.6)%

 

The decrease was attributed primarily due to revenue recognized in connection with a Services Segment contract. The decrease was also attributed to more processing of Treatment Segment’s backlog due to continued delays in waste receipts from certain customers from the impact of COVID-19.

10

 

During the three and nine months ended March 31,September 30, 2022, and 2021, the Company recognized revenue of $3,521,000494,000 and $4,311,0006,138,000, respectively, related to untreated waste that was in the Company’s control as of the beginning of each respectivethe year. RevenueDuring the three and nine months ended September 30, 2021, the Company recognized revenue of $561,000 and $6,635,000, respectively, related to untreated waste that was in the Company’s control as of the beginning of the year. All revenue recognized in each period related to performance obligations satisfied within the respective period.

 

Variable Consideration

The Company’s revenue for the three months ended September 30, 2022 included approximately $384,000 recognized within the Company’s Treatment Segment and $148,000 recognized within the Company’s Services Segment that resulted from cumulative catch-up adjustments in transaction price from performance obligations satisfied or partially satisfied in the prior periods that had been constrained. During the three months ended September 30, 2021, the Company recognized approximately $1,286,000 in revenue from a request for equitable adjustment (“REA”) in its Treatment Segment that resulted in cumulative catch-up adjustment in transaction price that had been constrained in prior period.

Remaining Performance Obligations

 

The Company applies the practical expedient in paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

Within our Services Segment, there are service contracts which provide that the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. For those contracts, the Company has utilized the practical expedient in ASC 606-10-55-18, which allows the Company to recognize revenue in the amount for which we have the right to invoice; accordingly, the Company does not disclose the value of remaining performance obligations for those contracts.

 

The Company’s contracts and subcontracts relating to activities at governmental sites generally allow for termination for convenience at any time at the government’s option without payment of a substantial penalty. The Company does not disclose remaining performance obligations on these contracts.

 

9

4. Leases

4.Leases

At the inception of an arrangement, the Company determines if an arrangement is, or contains, a lease based on facts and circumstances present in that arrangement. Lease classifications, recognition, and measurement are then determined at the lease commencement date.

 

The Company’s operating lease right-of-use (“ROU”) assets and operating lease liabilities represent primarily leases for office and warehouse spaces used to conduct our business. Finance leases consist primarily of processing and transport equipment used by our facilities’ operations.

 

11

The components of lease cost for the Company’s leases for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands):

Schedule Ofof Components Ofof Lease Cost

 2022 2021  2022 2021 2022 2021 
 Three Months Ended  Three Months Ended Nine Months Ended 
 March 31,  September 30, September 30, 
 2022 2021  2022 2021 2022 2021 
Operating Lease:        
         
Operating Leases:                
Lease cost $157  $111  $157  $115  $471  $341 
                        
Finance Leases:                        
Amortization of ROU assets  47   59   42   53   133   170 
Interest on lease liability  11   19   9   50   30   85 
Finance leases  58   78 
Finance Leases  51   103   163   255 
                        
Short-term lease rent expense  3   3      4   7   10 
                        
Total lease cost $218  $192  $208  $222  $641  $606 

 

The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at March 31,September 30, 2022 were:

Schedule Ofof Weighted Average Lease

 Operating Leases Finance Leases  Operating Leases Finance Leases 
Weighted average remaining lease terms (years)  6.7   4.0   6.4   3.4 
                
Weighted average discount rate  7.6%  6.1%  7.8%  5.3%

 

The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at March 31, 2021 were:

  Operating Leases  Finance Leases 
Weighted average remaining lease terms (years)  7.8   3.4 
         
Weighted average discount rate  7.8%  6.8%

10

The following table reconciles the undiscounted cash flows for the operating and finance leases at March 31,September 30, 2022 to the operating and finance lease liabilities recorded on the balance sheet (in thousands):

Schedule Ofof Operating Andand Finance Lease Liability Maturity

 Operating Leases Finance Leases  Operating Leases Finance Leases 
2022 (Remaining) $433  $315 
2022 (Remaining) $144  $47 
2023  560   327    556   174 
2024  419   323    416   170 
2025  328   300    324   147 
2026  304   171    301   18 
2027 and thereafter  955   20    942    
Total undiscounted lease payments  2,999   1,456    2,683   556 
Less: Imputed interest  (662)  (182)   (579)  (45)
Present value of lease payments $2,337  $1,274   $2,104  $511 
                 
Current portion of operating lease obligations $416  $   $431  $ 
Long-term operating lease obligations, less current portion $1,921  $   $1,673  $ 
Current portion of finance lease obligations $  $354   $  $154 
Long-term finance lease obligations, less current portion $  $920   $  $357 

 

12

Supplemental cash flow and other information related to our leases were as follows for the three and nine months ended September 30, 2022 and 2021 (in thousands):

Schedule Ofof Supplemental Cash Flow Andand Other Information Related Toto Leases

  2022  2021 
  Three Months Ended 
  March 31, 
  2022  2021 
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flow from operating leases $143  $101 
Operating cash flow from finance leases $11  $19 
Financing cash flow from finance leases $58  $114 
         
ROU assets obtained in exchange for lease obligations for:        
Finance liabilities $147  $ 
Operating liabilities $  $ 

  2022  2021  2022  2021 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2022  2021  2022  2021 
Cash paid for amounts included in the measurement of lease liabilities:                
Operating cash flow used in operating leases $144  $103  $430  $307 
Operating cash flow used in finance leases $9  $50  $30  $85 
Financing cash flow used in finance leases $103  $76  $821  $281 
                 
ROU assets obtained in exchange for lease obligations for:                
Finance liabilities $  $323  $147  $323 
Operating liabilities $   184  $  $350 
Reduction to ROU assets resulting from reassessment for:                
Finance liabilities $  $(364) $  $(364)

 

5.Intangible Assets

5. Intangible Assets

 

The following table summarizes information relating to the Company’s definite-lived intangible assets:

Schedule Ofof Definite Lived Intangible Assets 

   March 31, 2022 December 31, 2021 
 

Weighted Average

Amortization

 Gross   Net Gross   Net  Weighted Average September 30, 2022 December 31, 2021 
 Period Carrying Accumulated Carrying Carrying Accumulated Carrying  Amortization Period Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying 
 (Years) Amount Amortization Amount Amount Amortization Amount  (Years) Amount Amortization Amount Amount Amortization Amount 
Other Intangibles (amount in thousands)                              
Patent  8.3  $787  $(354) $433  $787  $(351) $436   8.6  $744  $(369) $375  $787  $(351) $436 
Software  3   606   (428)  178   592   (415)  177   3   636   (453)  183   592   (415)  177 
Customer relationships  10   3,370   (3,129)  241   3,370   (3,089)  281   10   3,370   (3,209)  161   3,370   (3,089)  281 
Total     $4,763  $(3,911) $852  $4,749  $(3,855) $894   -   $4,750  $(4,031) $719  $4,749  $(3,855) $894 

The intangible assets noted above are amortized on a straight-line basis over their useful lives with the exception of customer relationships which are being amortized using an accelerated method.

 

11

The following table summarizes the expected amortization over the next five years for our definite-lived intangible assets:

Schedule Ofof Finite Lived Intangible Assets, Future Amortization Expense

 Amount  Amount 
Year (In thousands)  (In thousands) 
       
2022 (Remaining) $164 
2022(Remaining) $57 
2023  178  187 
2024  46  61 
2025  11  11 
2026  11  11 
   

 

Amortization expensesexpense relating to the definite-lived intangible assets as discussed above werewas $56,00065,000 and $50,000176,000 for the three and nine months ended March 31,September 30, 2022, respectively, and $51,000 and $152,000 for the three and nine months ended September 30, 2021, respectively.

 

6.Capital Stock, Stock Plans, Warrants and Stock Based Compensation

6. Capital Stock, Stock Plans and Stock-Based Compensation

 

The Company has certain stock option plans under which it may award incentive stock options (“ISOs”) and/or non-qualified stock options (“NQSOs”) to employees, officers, outside directors, and outside consultants. No

13

On July 21, 2022, the Company issued a NQSO to each of the Company’s seven reelected outside directors for the purchase, under the Company’s 2003 Outside Directors Stock Plan (the “2003 Plan”), of up to 10,000 shares of the Company’s common stock, options werepar value $0.001 per share (the “Common Stock”). Dr. Louis Centofanti, the Company’s Executive Vice President (“EVP”) of Strategic Initiatives and also a member of the Company’s Board of Directors (the “Board”), was not eligible to receive an option under the 2003 Plan as an employee of the Company. Each NQSO granted inis for a contractual term of ten years with one-fourth vesting annually over a four-year period. The exercise price of the first quarterNQSO is $5.15 per share, which was equal to the fair market value of 2022.the Company’s Common Stock the day preceding the grant date, pursuant to the 2003 Plan.

On July 21, 2022, the Company granted ISOs to certain employees for purchase under the Company’s 2017 Stock Option Plan, as amended (the “2017 Plan”), of up to an aggregate of 24,000 shares of the Common Stock. Each ISO granted is for a contractual term of six years with one-fifth vesting annually over a five-year period. The exercise price of the ISO was $5.34 per share, which was equal to the fair market value of the Company’s Common Stock on the date of grant.

 

The Company granted a NQSO to Robert Ferguson on July 27, 2017 from the Company’s 2017 Stock Option Plan (“2017 Plan”) for the purchase of up to 100,000 shares of the Company’s Common Stock (“Ferguson Stock Option”) in connection with his work as a consultant to the Company’s Test Bed Initiative (“TBI”) at our Perma-Fix Northwest Richland, Inc. (“PFNWR”) facility at an exercise price of $3.65 per share, which was the fair market value of the Company’s Common Stock on the date of grant. The term of the Ferguson Stock Option is seven years from the grant date. The vesting of the Ferguson Stock Option is subject to the achievement of three separate milestones by certain dates. The first milestone was met and the 10,000shares under the first milestone were issued to Robert Ferguson in May 2018. The Company had previously entered into amendments whereby the vesting dates for the second and third milestones for the purchase of up to 30,000 and 60,000 shares of the Company’s Common Stock were extended to December 31, 2021 and December 31, 2022, respectively. On January 20, 2022, the Company’s Compensation and Stock Option Committee (“Compensation Committee”) and the Board of Directors (“Board”) further amended the vesting dates of the second and third milestones to December 31, 2022 and December 31, 2023, respectively. This amendment was approved by the Compensation Committee and the Board to take effect December 31, 2021. The Company has not recognized compensation costs (fair value of approximately $289,000 at March 31,September 30, 2022) for the remaining 90,000 Ferguson Stock Option under the remaining two milestones since achievement of the performance obligation under each of the two remaining milestones is uncertain at March 31,September 30, 2022. All other terms of the Ferguson Stock Option remain unchanged. Upon Mr. Ferguson’s death, the remaining Ferguson Stock Options are now held by Mr. Ferguson’s estate.

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 fair value of the options granted as discussed above and the related assumptions used in the Black-Scholes option model used to value the options granted for the nine months ended September 30, 2022 were as follows:

Schedule of Stock Options Valuation Assumptions

  Outside Director Stock Option Granted  

Employee Stock Option Granted

 
  Nine Months Ended September 30, 2022 
Weighted-average fair value per share $3.61  $2.71 
Risk-free interest rate (1)  2.91%  3.00%
Expected volatility of stock (2)  55.04%  55.72%
Dividend yield  None   None 
Expected option life (3)  10.0 years   5.0 years 

(1)The risk-free interest rate is based on the U.S. Treasury yield in effect at the grant date over the expected term of the option.

(2)The expected volatility is based on historical volatility from our traded Common Stock over the expected term of the option.

(3)The expected option life is based on historical exercises and post-vesting data.

14

The following table summarizes stock-based compensation recognized for the three and nine months ended March 31,September 30, 2022 and 2021 for our employee and director stock options.

Schedule of Share-based Compensation, Allocation of Recognized Period Costs

  20222021  2022 2021 2022 2021 
 Three Months Ended  Three Months Ended Nine Months Ended 
Stock Options March 31,  September 30, September 30, 
 2022 2021  2022 2021 2022 2021 
Employee Stock Options $86,000  $33,000  $76,000  $34,000  $248,000  $100,000 
Director Stock Options  16,000   12,000   29,000   28,000   62,000   49,000 
Total $102,000  $45,000  $105,000  $62,000  $310,000  $149,000 

 

At March 31,September 30, 2022, the Company has approximately $1,287,0001,396,000 of total unrecognized compensation costs related to unvested options for employee and directors. The weighted average period over which the unrecognized compensation costs are expected to be recognized is approximately 4.13.8 years.

 

12

The summary of the Company’s total Stock Option Plansstock option plans as of March 31,September 30, 2022 and March 31,September 30, 2021, and changes during the periods then ended, are presented below. The Company’s Plans consistplans consist/consisted of the 2010 Stock Option Plan, the 2017 Plan and the 2003 Outside Directors Stock Plan (“2003 Plan”):Plan:

Schedule of Stock Options Roll Forward

  Shares  

Weighted Average

Exercise

Price

  

Weighted Average Remaining Contractual Term

(years)

  

Aggregate Intrinsic

Value (3)

 
Options outstanding January 1, 2022  1,019,400  $4.91        
Granted    $         
Exercised    $      $ 
Forfeited/expired    $         
Options outstanding end of period (1) 1,019,400  $4.91   3.8  $1,150,167 
Options exercisable at March 31, 2022(1) 455,900  $3.92   2.5  $779,362 

  Shares  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term (years)  Aggregate Intrinsic Value (3) 
Options outstanding January 1, 2022  1,019,400  $4.91       -  
Granted  94,000  $5.20         
Exercised  (52,400) $4.04      $97,856 
Forfeited/expired  (9,600) $5.50         
Options outstanding end of period (1)  1,051,400  $4.98   4.0  $492,939 
Options exercisable at September 30, 2022(1)  453,900  $3.93   2.4  $354,709 

 

  Shares  

Weighted Average

Exercise

Price

  

Weighted Average Remaining Contractual Term

(years)

  

Aggregate Intrinsic

Value (3)

 
Options outstanding January 1, 2021  658,400  $3.87        
Granted              
Exercised           $ 
Forfeited/expired              
Options outstanding end of period (2) 658,400  $3.87   3.2  $2,279,267 
Options exercisable at March 31, 2021(2) 392,400  $4.08   3.4  $1,274,287 

  Shares  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term (years)  Aggregate Intrinsic Value (3) 
Options outstanding January 1, 2021  658,400  $3.87       -  
Granted  76,000  $6.05         
Exercised  (500) $3.15      $2,175 
Forfeited/expired  (19,500) $6.75         
Options outstanding end of period (1)  714,400  $4.02   3.6  $1,888,695 
Options exercisable at September 30, 2021 (2)  416,400  $3.91   2.9  $1,146,320 

 

(1)Options with exercise prices ranging from $2.79 to $7.50
(2)Options with exercise prices ranging from $2.79 to $7.29
(3)The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.price.

15

 

During the threenine months ended March 31,September 30, 2022, the Company issued a total of 19,52064,272 shares of its Common Stock under the 2003 Plan to its outside directors as compensation for serving on our Board. The Company has recorded approximately $120,000359,000 in compensation expenses (included in selling, general and administration (“SG&A”) expenses) in connection with the issuance of shares of its Common Stock to outside directors.

During the nine months ended September 30, 2022, the Company issued 16,526 shares of its Common Stock from a cashless exercise of an option for the purchase of 50,000 shares of the Company’s Common Stock at $3.97 per share. Additionally, the Company issued 2,400 shares of its Common Stock from the exercise of an option for the purchase of 2,400 shares of the Company’s Common Stock at $5.50 per share resulting in proceeds of approximately $13,000.

 

In connection with a $2,500,000 loan that the Company entered into with Mr. Robert Ferguson (the “Ferguson Loan”) on April 1, 2019, the Company issued a warrant to Mr. Ferguson for the purchase of up to 60,000 shares of our Common Stock at an exercise price of $3.51 per share. The warrant expires on April 1, 2024 and remains outstanding at March 31,September 30, 2022. Upon Mr. Ferguson’s death, the warrant is now held by Mr. Ferguson’s estate. The Ferguson Loan was paid-in-full in December 2020.

 

13

7. Income (Loss) Per Share

7.Loss Per Share

 

Basic lossincome (loss) per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted lossincome (loss) per share is based on the weighted-average number of outstanding common shares plus the weighted-average number of potential outstanding common shares. In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive loss earnings per shares.share. The following table reconciles the lossincome (loss) and average share amounts used to compute both basic and diluted lossincome (loss) per share:

Schedule of Earning Per Share

  20222021 
(Amounts in Thousands, Except for Per Share Amounts) 2022 2021 2022 2021 
 Three Months Ended  Three Months Ended Nine Months Ended 
 (Unaudited)  September 30, September 30, 
 March 31,  (Unaudited) (Unaudited) 
(Amounts in Thousands, Except for Per Share Amounts) 2022 2021  2022 2021 2022 2021 
Net loss attributable to Perma-Fix Environmental Services, Inc., common stockholders:        
Loss from continuing operations, net of taxes $(1,249) $(1,038)
Net income (loss) attributable to Perma-Fix Environmental Services, Inc., common stockholders:                
Income (loss) from continuing operations, net of taxes $824   1,381   (1,682)  3,464 
Net loss attributable to non-controlling interest     (30)     (64)     (123)
Loss from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders  (1,249)  (1,008)
Income (loss) from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders $824  $1,445  $(1,682) $3,587 
Income (loss) from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders $824  $1,445  $(1,682) $3,587 
Loss from discontinuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders  (94)  (115)  (160)  (43)  (442)  (285)
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders $(1,343) $(1,123)
Net income (loss) attributable to Perma-Fix Environmental Services, Inc. common stockholders $664  $1,402  $(2,124) $3,302 
                        
Basic loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $(.10) $(.09)
Basic income (loss) per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $.05  $.11  $(.16) $.27 
                        
Diluted loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $(.10) $(.09)
Diluted income (loss) per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $.05  $.11  $(.16) $.27 
                        
Weighted average shares outstanding:                        
Basic weighted average shares outstanding  13,234   12,165   13,297   12,198   13,265   12,181 
Add: dilutive effect of stock options        131   183      206 
Add: dilutive effect of warrants      
Add: dilutive effect of warrant  19   25      29 
Diluted weighted average shares outstanding  13,234   12,165   13,447   12,406   13,265   12,416 
                        
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:                        
Stock options  405   30   499   30   405   30 
Warrant                      

16

 

8. Long Term Debt

8.Long Term Debt

Long-term debt consists of the following:

Schedule of Long Term Debt

(Amounts in Thousands) March 31, 2022 December 31, 2021  September 30, 2022 December 31, 2021 
Revolving Credit facility dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due on May 15, 2024. Effective interest rate for first quarter of 2022 was 0%. (1) $  $ 
Term Loan dated May 8, 2020, payable in equal monthly installments of principal, balance due on May 15, 2024. Effective interest rate for the first quarter of 2022 was 4.3%. (1)  840(2)  954(2)
Revolving Credit facility dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due on May 15, 2024. Effective interest rate for first nine month of 2022 was 0%. (1) $  $ 
Revolving Credit facility dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due on May 15, 2024. Effective interest rate for first nine month of 2022 was 0%. (1) $  $ 
Term Loan dated May 8, 2020, payable in equal monthly installments of principal, balance due on May 15, 2024. Effective interest rate for the first nine month of 2022 was 4.8%. (1)  642 (2) 954(2)
Capital Line dated May 4, 2021, payable in equal monthly installments of principal, balance due on May 15, 2024. Effective interest rate for the first nine month of 2022 was 5.3%. (1)  480    
Notes Payable to 2023 and 2025, annual interest rate of 5.6% and 9.1%.  35   39   28   39 
Total debt  875   993   1,150   993 
Less current portion of long-term debt  384   393   469   393 
Long-term debt $491  $600  $681  $600 

(1)Our revolving credit facility is collateralized by our accounts receivable and our term loan isand capital line are collateralized by our property, plant, and equipment.

(2)Net of debt issuance costs of ($120,000104,000) and ($112,000) at March 31,September 30, 2022 and December 31, 2021, respectively.

 

14

Revolving Credit, and Term Loan and Capital Line Agreement

 

The Company entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020 (“Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement providesprovided the Company with the following credit facility with a maturity date of March 15, 2024: (a) up to $18,000,000 revolving credit (“revolving credit”) and (b) a term loan (“term loan”) of approximately $1,742,000, requiring monthly installments of $35,547. The maximum that the Company can borrow under the revolving credit is based on a percentage of eligible receivables (as defined) at any one time reduced by outstanding standby letters of credit and borrowing reductions that ourthe Company’s lender may impose from time to time. The Loan Agreement, as amended (the “Amended Loan Agreement”), also provides a capital expenditure line of up to $1,000,000 with advances on the line, subject to certain limitations, permitted for up to twelve months starting May 4, 2021 (the “Borrowing Period”). Only interest is payable on advances during the Borrowing Period. At the end of the Borrowing Period, the total amount advanced under the line will amortize equally based on a five-year amortization schedule with principal payment due monthly plus interest. At the maturity date of the Amended Loan Agreement, as amended, any unpaid principal balance plus interest, if any, will become due. No advance onAmount advanced under the capital line has been made astotaled approximately $524,000 which requires monthly installments in principal of March 31,approximately $8,700 plus interest, starting June 1, 2022. The advance was used to purchase the underlying asset under a previous finance lease.

17

 

On March 29, 2022, the Company entered into an amendment to its Amended Loan Agreement with its lender which provided, among other things, the following:

 

waived the Company’s failure to meet the minimum quarterly fixed charge coverage ratio (“FCCR”) requirement for the fourth quarter of 2021;
removes the quarterly FCCR testing requirement for the first quarter of 2022;
reinstates the quarterly FCCR testing requirement starting for the second quarter of 2022 and revises the methodology to be used in calculating the FCCR for the quarters ending June 30, 2022, September 30, 2022, and December 31, 2022 (with no change to the minimum 1.15:1 ratio requirement for each quarter);
requires maintenance of a minimum of $3,000,000$3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended June 30, 2022 has been met and certified to the lender;lender; and
revises the annual rate used to calculate the Facility Fee (as defined in the Loan Agreement) on the revolving credit, with addition of the capital expenditure line, from 0.375% to 0.500%. Upon meeting the minimum FCCR requirement of 1.15:1 on a twelve monthsmonth trailing basis, the Facility Fee rate of 0.375% will be reinstated.

 

In connection with the amendment, wethe Company paid PNC a fee of $15,000 which is being amortized over the remaining term of the Amended Loan Agreement as amended, as interest expense-financing fees.

 

PursuantOn August 2, 2022, the Company entered into an amendment to its Amended Loan Agreement with its lender which provided the following, among other things:

waived the Company’s failure to meet the minimum quarterly FCCR requirement for the second quarter of 2022;
removes the quarterly FCCR testing requirement for the third quarter of 2022;
reinstates the quarterly FCCR testing requirement starting for the fourth quarter of 2022 and revises the methodology to be used in calculating the FCCR for the quarters ending December 31, 2022 and March 31, 2023 (with no change to the minimum 1.15:1 ratio requirement for each quarter);
requires maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended December 31, 2022 has been met and certified to the lender.

In connection with the amendment, the Company paid PNC a fee of $15,000 which is being amortized over the remaining term of the Amended Loan Agreement as amended, payment of annual rate of interest due on the revolving credit is at prime (3.50% at March 31, 2022) plus 2% or LIBOR plus 3.00% and the term loan and the capital expenditure line at prime plus 2.50% or LIBOR plus 3.50%. Under the LIBOR option of interest payment, a LIBOR floor of 0.75% applies in the event that LIBOR falls below 0.75% at any point in time.

The Company may terminate its Loan Agreement, as amended, upon 90 days’ prior written notice upon payment in full of our obligations under the Loan Agreement. The Company has agreed to pay PNC 0.5% of the total financing if it pays off its obligations after May 7, 2021 but prior to or on May 7, 2022. No early termination fee will apply if the Company pays off its obligations under the Loan Agreement after May 7, 2022.

At March 31, 2022, the borrowing availability under the Company’s revolving credit was approximately $4,544,000 based on our eligible receivables and includes a reduction in borrowing availability of approximately $3,020,000 from outstanding standby letters of credit.expense-financing fees.

 

The Company’s credit facility under its Amended Loan Agreement as amended, with PNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. The Company was not required to perform testing of the FCCR requirement in the first quarterand third quarters of 2022 pursuant to the March 29, 2022 and August 2, 2022 amendments, respectively, as discussed above. The Company failed to meet its FCCR requirement in the second quarter of 2022; however, this non-compliance was waived by the Company’s lender pursuant to the August 2, 2022 amendment as discussed above. Other than the FCCR covenant discussion above, otherwise, itthe Company met all of its other financial covenant requirements.requirements in the first, second and third quarters of 2022.

On August 29, 2022, the Company entered into an amendment to its Amended Loan Agreement with its lender which set forth certain revisions to the Amended Loan Agreement, with the amended terms set forth in a revised Loan Agreement. The new revisions to the Amended Loan Agreement (the “Revised Loan Agreement”), among other things, replace the LIBOR based interest rate benchmark with the SOFR and add certain additional anti-terrorism provisions to the covenants contained in the Amended Loan Agreement. As a result of this amendment, payment of annual rate of interest due on the revolving credit is at prime (6.25% at September 30, 2022) plus 2% or Term SOFR Rate (as defined in the Revised Loan Agreement) plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by the Company and payment of annual rate of interest due on the term loan and the capital expenditure line is at prime plus 2.50% or Term SOFR Rate plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by the Company. Pursuant to the Revised Loan Agreement, SOFR Adjustment rates of 0.10% and 0.15% are applicable for a one-month interest period and three-month period, respectively, that may be selected by the Company.

 

1518

 

9.Commitments and Contingencies

After May 7, 2022, the Company may terminate its Revised Loan Agreement upon 90 days’ prior written notice upon payment in full of our obligations under the Revised Loan Agreement with no early termination fees.

At September 30, 2022, the borrowing availability under the Company’s revolving credit was approximately $4,548,000 based on our eligible receivables and is net of approximately $3,016,000 in outstanding standby letters of credit.

9. Commitments and Contingencies

 

Hazardous Waste

 

In connection with our waste management services, the Company processes hazardous, non-hazardous, low-level radioactive and mixed (containing both hazardous and non-hazardouslow-level radioactive) 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 at the disposal site, the Company could be a potentially responsible party 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 aremay be involved in various litigation. 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 could would have a material adverse effect on our financial position, liquidity or results of future operations.

 

Tetra Tech EC, Inc. (“Tetra Tech”)

 

During July 2020, Tetra Tech EC, Inc. (“Tetra Tech”) filed a complaint in the United States District Court for the Northern District of California (the “Court”) against CH2M Hill, Inc. (“CH2M”) and four subcontractors of CH2M, including the Company (“Defendants”). The complaint alleges various claims, including a claim for negligence, negligent misrepresentation, equitable indemnification and related business claims against all defendants related to alleged damages suffered by Tetra Tech in respect of certain draft reports prepared by defendants at the request of the U.S. Navy as part of an investigation and review of certain whistleblower complaints about Tetra Tech’s environmental restoration at the Hunter’s Point Naval Shipyard in San Francisco.

 

CH2M was hired by the Navy in 2016 to review Tetra Tech’s work. CH2M subcontracted with environmental consulting and cleanup firms Battelle Memorial Institute, Cabrera Services, Inc., SC&A, Inc. and the Company to assist with the review, according to the complaint.

 

Our insurance carrier is providing a defense on our behalf in connection with this lawsuit, subject to a $100,000$100,000 self-insured retention and the terms and limitations contained in the insurance policy.

 

On January 7, 2021, Defendants’ motion to dismiss the complaint in its entirety was granted without prejudice, with leave to amend. Tetra Tech subsequently filed a First Amended Complaint (“FAC”) and Defendants filed a motion to dismissThe majority of Tetra Tech’s FAC (the “Motion”). Tetra Tech filed an opposition to Defendant’s motion to dismiss Tetra Tech’s FAC. Defendants subsequently filed a joint reply to Tetra Tech’s motion in opposition. On January 27, 2022, the Motion was granted in part and denied in partclaims have been dismissed by the Court. Tetra Tech’sRemaining claims for: (1) Negligence; (2) Equitable Indemnification/Contribution; and (3) Unfair Business Practices were dismissed. Tetra Tech was given leave to re-assert the Unfair Business Practices claim but chose not to do so, which means that claim is now also dismissed. Tetra Tech’s claims that survived the Motion are:include: (1) Intentional Interference with Contractual Relations; and (2) Inducing a Breach of Contract. The Company continues to believe it does not have any liability to Tetra Tech.

 

16

Perma-Fix Canada, Inc. (“PF Canada”)

 

During the fourth quarter of 2021, PF Canada received a Notice of Termination (“NOT”) from Canadian Nuclear Laboratories, LTD. (“CNL”) on a Task Order Agreement (“TOA”) that PF Canada entered into with CNL in May 2019 for remediation work within Ontario, Canada (“Agreement”). The NOT was received after work under the TOA was substantially completed and work under the TOA has since been completed. CNL may terminate the TOA at any time for convenience. As of March 31,September 30, 2022, PF Canada has approximately $2,722,0002,385,000 in unpaid receivables and unbilled costs due from CNL as a result of work performed under the TOA. Additionally, CNL has approximately $1,150,0001,044,000 in contractual holdback under the TOA that is payable to PF Canada. CNL also established a bond securing approximately $1,900,000 (CAD) to cover certain issue raised in connection with the TOA. Under the TOA, CNL may be entitled to set off certain costs and expenses incurred by CNL in connection with the termination of the TOA, including the bond as discussed above, against amounts owed to PF Canada for work performed by PF Canada or its subcontractors. PF Canada continues to be in discussions with CNL to finalize the amounts due to PF Canada under the TOA and continues to believesbelieve these amounts are due and payable.

19

 

Insurance

 

The Company has a 25-year finite risk insurance policy entered into in June 2003 (“2003 Closure Policy”) with AIG Specialty Insurance Company (“AIG”), which provides financial assurance to the applicable states for our permitted facilities in the event of unforeseen closure. The 2003 Closure Policy, as amended, provides for a maximum allowable coverage of $28,177,000 which includes available capacity to allow for annual inflation and other performance and surety bond requirements. Total coverage under the 2003 Closure Policy, as amended, was $21,047,00021,175,000 at March 31,September 30, 2022. At March 31,September 30, 2022 and December 31, 2021, finite risk sinking funds contributed by the Company related to the 2003 Closure Policy which is included in other long term assets on the accompanying Consolidated Balance Sheets totaled $11,482,00011,540,000 and $11,471,000, respectively, which included interest earned of $2,011,0002,069,000 and $2,000,000 on the finite risk sinking funds as of March 31,September 30, 2022 and December 31, 2021, respectively. Interest income for the three and nine months ended March 31,September 30, 2022 was approximately $29,000and $69,000, respectively. Interest income for the three and nine months ended September 30, 2021 was approximately $11,0002,000 and $18,00023,000, respectively. If we so elect, AIG is obligated to pay usthe Company an amount equal to 100% of the finite risk sinking fund account balance in return for complete release of liability from both usthe Company and any applicable regulatory agency using this policy as an instrument to comply with financial assurance requirements.

Letter of Credits and Bonding Requirements

 

From time to time, the Company is required to post standby letters of credit and various bonds to support contractual obligations to customers and other obligations, including facility closures. At March 31,September 30, 2022, the total amount of standby letters of credit outstanding was approximately $3,020,0003,016,000 and the total amount of bonds outstanding was approximately $51,295,00059,322,000.

 

10.Discontinued Operations

10. Discontinued Operations

 

The Company’s discontinued operations consist of all our subsidiaries included in our previous Industrial Segment which encompasses subsidiaries divested in 2011 and prior and three previously closed locations.

 

The Company’s discontinued operations had net losses of $94,000160,000 (net of tax benefit of $63,000) and $115,00043,000 (net of taxes of $0) for the three months ended March 31,September 30, 2022 and 2021.2021, respectively (net of tax benefits of $46,000 and $98,000 for the three month ended September 30, 2022 and 2021, respectively) and net losses of $442,000 and $285,000 for the nine months ended September 30, 2022 and 2021, respectively, (net of tax benefits of $127,000 and $98,000 for the nine month ended September 30, 2022 and 2021, respectively). The losses (excluding the tax benefits) were primarily due to costs incurred in the administration and continued monitoringmonitoring/evaluation of our discontinued operations. The Company’s discontinued operations had no revenues for eachany of the periods noted above.

 

1720

The following table presents the major class of assets of discontinued operations as of March 31,September 30, 2022 and December 31, 2021. No assets and liabilities were held for sale at each of the periods noted.

Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet

 March 31, December 31,  September 30, December 31, 
(Amounts in Thousands) 2022 2021  2022 2021 
Current assets                
Other assets $27  $15  $17  $15 
Total current assets  27   15   17   15 
Long-term assets                
Property, plant and equipment, net (1)  81   81   81   81 
Total long-term assets  81   81   81   81 
Total assets $108  $96  $98  $96 
Current liabilities                
Accounts payable $34  $3  $23  $3 
Accrued expenses and other liabilities  147   154   153   154 
Environmental liabilities  621   349   751   349 
Total current liabilities  802   506   927   506 
Long-term liabilities                
Closure liabilities  153   150   157   150 
Environmental liabilities  255   527   110   527 
Total long-term liabilities  408   677   267   677 
Total liabilities $1,210  $1,183  $1,194  $1,183 

 

(1)net of accumulated depreciation of $10,000 for each period presented.

 

11.Operating Segments

11. Operating Segments

In accordance with ASC 280, “Segment Reporting”, the Company defines an operating segment as a business activity: (1) from which we may earn revenue and incur expenses; (2) whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and (3) for which discrete financial information is available.

 

Our reporting segments are defined as below:

 

TREATMENT SEGMENT, which includes:

 

 -nuclear, low-level radioactive, mixed waste (containing both hazardous and low-level radioactive constituents), hazardous and non-hazardous waste treatment, processing and disposal services primarily through four uniquely licensed and permitted treatment and storage facilities; and
 -R&D activities to identify, develop and implement innovative waste processing techniques for problematic waste streams.

 

SERVICES SEGMENT, which includes:

 

 -Technical services, which include:

 

 professional radiological measurement and site survey of large government and commercial installations using advanced methods, technology and engineering;
 integrated Occupational Safety and Health services including industrial hygiene (“IH”) assessments; hazardous materials surveys, e.g., exposure monitoring; lead and asbestos management/abatement oversight; indoor air quality evaluations; health risk and exposure assessments; health & safety plan/program development, compliance auditing and training services; and Occupational Safety and Health Administration (“OSHA”) citation assistance;
 global technical services providing consulting, engineering, project management, waste management, environmental, and decontamination and decommissioning field, technical, and management personnel and services to commercial and government customers; and
 on-site waste management services to commercial and governmental customers.

 

1821

 

 -Nuclear services, which include:

 

 technology-based services including engineering, decontamination and decommissioning (“D&D”), specialty services and construction, logistics, transportation, processing and disposal;
 remediation of nuclear licensed and federal facilities and the remediation cleanup of nuclear legacy sites. Such services capability includes: project investigation; radiological engineering; partial and total plant D&D; facility decontamination, dismantling, demolition, and planning; site restoration; logistics; transportation; and emergency response; and

 

 -A company owned equipment calibration and maintenance laboratory that services, maintains, calibrates, and sources (i.e., rental) health physics, IH and customized nuclear, environmental, and occupational safety and health (“NEOSH”) instrumentation.

 

The Company’s segment also included the Medical Segment in 2021. As previously discussed, the Company made the strategic decision to cease all R&D activities under the Medical Segment and sold 100% of its interest in PFM Poland (which comprised the Medical Segment) in December 2021. The Company’s Medical Segment had not generated any revenue and was involved in the Company’s medical isotope production technology.

 

Our reporting segments exclude our corporate headquarters and our discontinued operations (see “Note 10 – Discontinued Operations”) which do not generate revenues.

 

The table below presents certain financial information of our operating segments for the three and nine months ended March 31,September 30, 2022 and 2021 (in thousands):.

 

Segment Reporting for the Quarter Ended March 31,September 30, 2022

Schedule of Segment Reporting Information

  Treatment  Services  Segments Total  Corporate (1)  Consolidated Total 
Revenue from external customers $8,877  $9,595  $18,472$     $18,472 
Intercompany revenues  28   16   44         
Gross profit  1,967   1,103   3,070       3,070 
Research and development  55       55   14   69 
Interest income             29   29 
Interest expense  (20)  (2)  (22)  (25)  (47)
Interest expense-financing fees             (16)  (16)
Depreciation and amortization  387   87   474   23   497 
Segment income (loss) before income taxes  1,792   725   2,517   (1,514)  1,003(2)
Income tax expense  164   15   179       179 
Segment income (loss)  1,628   710   2,338   (1,514)  824 
Expenditures for segment assets  149   39   188   1   189(3)

  Treatment  Services  Segments Total  Corporate(1)  Consolidated Total 
Revenue from external customers $7,479  $8,436  $15,915  $  $15,915 
Intercompany revenues  111   183   294       
Gross profit  638   998   1,636      1,636 
Research and development  65   14   79   17   96 
Interest income           11   11 
Interest expense  (14)  (1)  (15)  (20)  (35)
Interest expense-financing fees           (13)  (13)
Depreciation and amortization  371   71   442   14   456 
Segment (loss) income before income taxes  (481)  285   (196)  (1,726)  (1,922)
Income tax benefit  (559)  (114)  (673)     (673)
Segment income (loss)  78   399   477   (1,726)  (1,249)
Expenditures for segment assets  296   49   345      345(2)

Segment Reporting for the Nine Months Ended September 30, 2022

  Treatment  Services  Segments Total  Corporate (1)  Consolidated Total 
Revenue from external customers $24,749  $29,093  $53,842   $    $53,842 
Intercompany revenues  28   43   71       
Gross profit  4,168   3,422   7,590      7,590 
Research and development  179   23   202   43   245 
Interest income           69   69 
Interest expense  (53)     (53)  (70)  (123)
Interest expense-financing fees           (44)  (44)
Depreciation and amortization  1,139   244   1,383   50   1,433 
Segment income (loss) before income taxes  1,675   1,524   3,199   (5,028)  (1,829)(2)
Income tax benefit  (91)  (56)  (147)     (147)
Segment income (loss)  1,766   1,580   3,346   (5,028)  (1,682)
Expenditures for segment assets  819   127   946   1   947(3)

22

 

Segment Reporting for the Quarter Ended March 31,September 30, 2021

 

 Treatment Services Medical Segments Total Corporate(1) Consolidated Total  Treatment Services Medical Segments Total  Corporate (1) Consolidated Total 
Revenue from external customers $7,495  $15,638  $ $23,133  $  $23,133  $8,893  $6,904     $15,797  $  $15,797 
Intercompany revenues  660   7      667         220   5      225         
Gross profit  925   1,431      2,356      2,356 
Gross profit (negative gross profit)  2,487   (263)     2,224      2,224 
Research and development  47   13   76   136   14   150   52   18   162   232   11   243 
Interest income              18   18                2   2 
Interest expense  (19)  (8)     (27)  (40)  (67)  (51)  (1)     (52)  (25)  (77)
Interest expense-financing fees              (8)  (8)               (11)  (11)
Depreciation and amortization  310   85      395   5   400   319   85      404   5   409 
Segment (loss) income before income taxes  (119)  555   (76)  360   (1,415)  (1,055)
Income tax benefit  (17)        (17)     (17)
Segment (loss) income  (102)  555   (76)  377   (1,415)  (1,038)
Segment income (loss) before income taxes  1,317   (984)  (162)  171   (1,626)  (1,455)
Income tax expense (benefit)  1         1   (2,837)  (2,836)(4)
Segment income (loss)  1,316   (984)  (162)  170   1,211   1,381 
Expenditures for segment assets  357   4      361      361(2)  482         482      482(6)

Segment Reporting for the Nine Months Ended September 30, 2021

  Treatment  Services  Medical  Segments Total  Corporate (1)  Consolidated Total 
Revenue from external customers $24,094  $30,981     $55,075  $    $55,075 
Intercompany revenues  1,199   44      1,243         
Gross profit  4,845   701      5,546       5,546 
Research and development  142   50   311   503   35   538 
Interest income              23   23 
Interest expense  (88)  (9)     (97)  (112)  (209)
Interest expense-financing fees              (28)  (28)
Depreciation and amortization  939   255      1,194   14   1,208 
Segment income (loss) before income taxes  1,669   (1,721)  (311)  (363)  987(5)  624 
Income tax (benefit) expense  (13)  10      (3)  (2,837)  (2,840)(4)
Segment income (loss)  1,682   (1,731)  (311)  (360)  3,824   3,464 
Expenditures for segment assets  1,109   14      1,123   9   1,132(6)

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

(2)Includes approximately $1,975,000 recorded as other income under the Employee Retention Credit program under the CARES Act, as amended (see “Note 13 – Employee Retention Credit (“ERC”) below for a discussion of this expected refund amount).

(3)Net of financed amount of $114,0000 and $29,000114,000 for the three and nine months ended March 31,September 30, 2022, respectively.

(4)Includes tax benefit recorded in amount of approximately $2,351,000 resulting from release of valuation allowance on the Company’s deferred tax assets.

(5)Includes approximately $5,381,000 of “Gain on extinguishment of debt” recorded in connection with the Company’s Paycheck Protection Program (“PPP”) Loan which was forgiven by the U.S. Small Business Administration effective June 15, 2021.

(6)Net of financed amount of $271,000and $348,000 for the three and nine months ended September 30, 2021, respectively.

 

12. Asset Retirement Obligations (“ARO”) and Accrued Closure Costs

Accrued closure costs represent our estimated environmental liability to clean up our fixed-based regulated facilities as required by our permits, in the event of closure. During the nine months ended September 30, 2022, the Company recorded a total of $465,000 in additional estimated closure liabilities (within long-term liabilities) and ARO in connection with the footprint expansion at one of our facilities and an update to a processing enclosure area at another facility. Additionally, the Company recorded approximately $662,000 in additional estimated closure liabilities (within current liabilities) and ARO for our EWOC (Oak Ridge Environmental Waste Operations Center) facility. The ARO is reported as a component of “Net property and equipment” in the Consolidated Balance Sheets at September 30, 2022.

1923

 

12.Income Taxes

13. Employee Retention Credit (“ERC”)

 

The Coronavirus Aid, Relief and Economic Securities Act (“CARES Act”), which was enacted on March 27, 2020, provides an Employee Retention Credit (“ERC”) for qualifying businesses keeping employees on their payroll during the COVID-19 pandemic. The ERC was subsequently amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriation Act of 2021, and the American Rescue Plan Act of 2021, all of which amended and extended the ERC availability and guidelines under the CARES Act. Following these amendments, the Company usesdetermined that it was eligible for the ERC, and as a result of the foregoing legislations, is eligible to claim a refundable tax credit against the Company’s share of certain payroll taxes equal to 70% of the qualified wages paid to employees between July 1, 2021 and September 30, 2021. Qualified wages are limited to $10,000 per employee per calendar quarter in 2021 for a maximum allowable ERC per employee of $7,000 per calendar quarter in 2021. For purposes of the amended ERC, an estimated annual effectiveeligible employer is defined as having experienced a significant (20% or more) decline in gross receipts during one or more of the first three 2021 calendar quarters when compared to 2019.

During the third quarter of 2022, the Company determined it was eligible for the ERC and amended its third quarter 2021 employer payroll tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities availablefilings claiming a refund from the U.S. Treasury in the various jurisdictions in whichamount of approximately $1,975,000. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, we account for the Company operates,ERC by analogy to determine its quarterly provisionInternational Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance for receipt of the ERC and recorded the expected refund as other income taxes.(within “Other income (expense)”) on the Company’s Consolidated Statements of Operations and other receivables (within “Prepaid and other assets”) on the Company’s Consolidated Balance Sheets.

14. Income Taxes

 

The Company had income tax expense of $179,000 and income tax benefit of approximately $673,0002,836,000 for continuing operations for the three months ended March 31,September 30, 2022 as compared toand 2021, respectively, and income tax benefitbenefits of approximately $17,000147,000 and $2,840,000 for continuing operations for the threenine months ended March 31, 2021.September 30, 2022 and 2021, respectively. The Company’s effective tax rate wasrates were approximately 35.017.8% and 1.6194.9% for the three months ended March 31,September 30, 2022 and 2021, respectively, and 8.0% and (455.1%) for the corresponding period ofnine months ended September 30, 2022 and 2021, respectively. The Company’s effective tax raterates for the three and nine months ended March 31,September 30, 2022 waswere impacted by non-deductible expenses and state taxes. The Company’s effective tax raterates for the three and nine months ended March 31,September 30, 2021 waswere substantially impacted by non-deductible expenses, state taxes, and bythe release of the Company’s full valuation on its net deferred tax assets which was subsequently released partially inallowance during the third quarter of 2021. For the three and nine months ended September 30, 2021, the primary reasons for the differences between the Company’s effective tax rate and statutory tax rate were due to the release of valuation allowance and the forgiveness of the Company’s PPP Loan which was included in the Company’s Consolidated Statement of Operations as “Gain on extinguishment of debt” but is exempt from income taxes.

 

13.Variable Interest Entities (“VIE”)

15. Variable Interest Entities (“VIE”)

The Company and Engineering/Remediation Resources Group, Inc. (“ERRG”) previously entered into an unpopulated joint venture agreement for project work bids within the Company’s Services Segment with the joint venture doing business as Perma-Fix ERRG, a general partnership. The Company has a51% partnership interest in the joint venture and ERRG has a 49% partnership interest in the joint venture.

 

The Company determines whether joint ventures in which it has invested meet the criteria of a VIE at the start of each new venture and when a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling financial interest; or (c) the legal entity is structured with disproportionate voting rights.

 

The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

 

Based on the Company’s evaluation of Perma-Fix ERRG and related agreements with Perma-Fix ERRG, the Company determined that Perma-Fix ERRG continues to be a VIE in which we arethe Company is the primary beneficiary. At March 31,September 30, 2022, Perma-Fix ERRG had total assets of $122,00091,000 and total liabilities of approximately $122,00091,000 which are all recorded as current.

 

14.Executive Compensation

16. Subsequent Events

The Company’s Compensation Committee and the Board determined that no performance payment would be made to each executive officer under his 2021 Management Incentive Plan (“MIP”). In lieu of any performance payment to each executive officer under his 2021 MIP and in an attempt to retain the executive officer, on January 20, 2022, the Compensation Committee and the Board determined that the base annual compensation for each executive officer for 2022 is increased by approximately 6.4%, effective January 1, 2022, to offset the cost-of-living increase.

 

On January 20, 2022, the Board and the Compensation Committee also approved individual MIP for the calendar year 2022 for each of our executive officers. Each MIP is effective January 1, 2022 and applicable for year 2022. Each MIP provides guidelines for the calculation of annual cash incentive-based compensation, subject to Compensation Committee oversight and modification. The performance compensation under each of the MIPs is based upon meeting certain of the Company’s separate target objectives during 2022. Assuming each target objective is achieved under the same performance threshold range under each MIP, the total potential target performance compensation payable ranges from 25% to 150% of the 2022 base salary for the CEO ($93,717 to $562,304), 25% to 100% of the 2022 base salary for the CFO ($76,193 to $304,772), 25% to 100% of the 2022 base salary for the EVP of Strategic Initiatives ($63,495 to $253,980), 25% to 100% of the 2022 base salary for the EVP of Nuclear and Technical Services ($76,193 to $304,772) and 25% to 100% ($65,308 to $261,233) of the 2022 base salary for the EVP of Waste Treatment Operations.

15.Subsequent Events

Management evaluated events occurring subsequent to March 31,September 30, 2022 through May 5,November 3, 2022, the date these consolidated financial statements were available for issuance, and determined that no material recognizable subsequent events occurred.

2024

 

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

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,

 

demand for our services;
reductions and improvement in the level of government funding in future years;
reducing operating costs and non-essential expenditures;
ability to meet loan agreement quarterly financial covenant requirements;
cash flow requirements;
Canadian receivable;
sufficient liquidity to continue business;
future results of operations and liquidity;
effect of economic disruptions on our business;
government funding for our services;
may not have liquidity to repay debt if our lender accelerates payment of our borrowings;
deployment of unit;
manner in which the applicable government will be required to spend funding to remediate various sites;
funding operations;
continued increases in pricing and/or further tightening supply chain;
fund capital expenditures from cash from operations and/or financing;
impact from COVID-19 and impact from other delays;economic conditions;
continue improvement in waste shipments;receipts and project work;
submitted bid;
fund remediation expenditures for sites from funds generated internally;
ownership percentage interest upon finalization of partnership agreement;
investment requirement upon finalization of joint venture;

25

positive trends;
collection of accounts receivables;
compliance with environmental regulations;
potential effect of being a PRP;
potential sites for violations of environmental laws and remediation of our facilities;

21ERC refund;

remediation of material weakness;
future price increases; and
continuation of contracts with federal government.

 

While the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance such expectations will prove to be 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;
contract bids, including international markets;
material reduction in revenues;
inability to meet PNC covenant requirements;
inability to collect in a timely manner a material amount of receivables;
increased competitive pressures;
inability to maintain and obtain required permits and approvals to conduct operations;
public not accepting our new technology;
inability to develop new and existing technologies in the conduct of operations;
inability to maintain and obtain closure and operating insurance requirements;
inability 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;
delays at our third-party disposal site can extend collection of our receivables greater than twelve months;
refusal of third-party disposal sites to accept our waste;
changes in federal, state and local laws and regulations, especially environmental laws and regulations, or in interpretation of such;
requirements to obtain permits for TSD activities or licensing requirements to handle low level radioactive materials are limited or lessened;
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;
inability of the Company to maintain the listing of its Common Stock on the NASDAQ;
terminations of contracts with government agencies or subcontracts involving government agencies or reduction in amount of waste delivered to the Company under the contracts or subcontracts;
renegotiation of contracts involving government agencies;
federal government’s inability or failure to provide necessary funding to remediate contaminated federal sites;
disposal expense accrual could prove to be inadequate in the event the waste requires re-treatment;
inability to raise capital on commercially reasonable terms;
inability to increase profitable revenue;
impact of the COVID-19;COVID-19 and economic uncertainties;

delays in waste shipments and delay in activities under new contracts;26

new governmental regulations;
lender refuses to waive non-compliance or revise our covenant so that we are in compliance;
continued supply chain interruptions;
continued inflationary pressures;
other unanticipated factors;recession;
challenge by regulatory authorities of our claim to the ERTC; and

risk factors and other factors set forth in “Special Note Regarding Forward-Looking Statements” contained in the Company’s 2021 Form 10-K and the “Forward-Looking Statements” contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) of the first and second quarters 2022 Form 10-Qs and this firstthird quarter 2022 Form 10-Q.

 

22

COVID-19 Impact and Impact due to Other DelaysOverview

 

Our first quarter financial results continuedRevenue increased by $2,675,000 or 16.9% to be impacted by COVID-19. As previously disclosed, within our$18,472,000 for the three months ended September 30, 2022 from $15,797,000 for the corresponding period of 2021. Services Segment werevenue increased to $9,595,000 from $6,904,000 or approximately 39.0%. The increase was primarily due to achievement of full operational status on certain projects which had been delayed due to COVID-19 impact and/or administrative delays experienced delaysby certain customers since the award of the projects to us late in procurement actions and contract awards during the first half of 2021 resulting from the impact of COVID-19. Since the end of the second quarter of 2021, we were awarded a number of new contracts. However, due to continued COVID-19 impact and/or customer administrative delay experienced by certain customers, work under certain of our new awards was temporarily curtailed/delayed which continued for most of2021. As previously disclosed, starting in the firstsecond quarter of 2022, work under these projects had resumed/increased as the pandemic impacts began to subside and negatively impacted revenue. We have, however, begunhas since reached full operational status. Treatment Segment revenue decreased slightly by $16,000 or 0.2% for the third quarter of 2022 as compared to see improvement in activitiesthe corresponding period of 2021. Treatment Segment revenue for the three months ended September 30, 2021 included approximately $1,286,000 recognized from a significant request for equitable adjustment (“REA”) under a government waste generator contract resulting from certain pricing provisions of these new projectsthe contract. Excluding this REA, Treatment Segment revenue increase approximately $1,270,000 or 16.7% in the third quarter of 2022 primarily due to higher waste volume which was offset by lower averaged price waste due to revenue mix. As previously disclosed, starting in the latter part of the firstsecond quarter of 2022, our Treatment Segment began to see improvements in waste receipt from certain customers who had previously delayed waste shipments due, in part, from the impact of COVID-19 which is reflected in our Treatment Segment waste backlog of $7,088,000 at September 30, 2022, an increase of approximately $967,000 or 15.8% from the balance of $6,121,000 at March 31, 2022. Our Treatment Segment revenue continues to bewas negatively impacted by continueddelays in waste shipment delaysshipments from certain customers since the latter part of the first quarter of 2020, the start of the pandemic. We expectat our Florida facility due to see a gradual improvement in waste receipts from these customers in the upcoming months as our customers start easing up on COVID-19 restrictions; however, such may not be the case based on our customers’ own responses to COVID-19, including, but not limited to delaying or limiting full return-to-work schedules. Additionally, as a result of supply chain challenges, we experienced a delay in the delivery of a new technology waste processing unit from our supplier which negatively impacted our revenue as associated revenue was not able to be generated. Delivery of this unit had been expected during the third quarter of 2021 but did not occur until the latter part of the first quarter of 2022. Deployment of this unit is expected to commence in the second quarter of 2022. Within our Treatment Segment, we are experiencing a large increase in proposal requests.Hurricane Ian. We continue to have bids currently submitted in both segments and are awaiting awards. At this time, we expect to see continued steady improvements in waste receipts and increase work from projects, subject to potential impact of COVID-19 and other impacts (See “COVID-19 and Other Impacts” below for a discussion of uncertainties that COVID-19 and other economic impacts may have on the Company’s future results of operations).

 

At this time, we believe we have sufficient liquidity on handOverall gross profit increased by $846,000 or 38.0%. Excluding the REA recorded in the third quarter of 2021 as discussed above, gross profit increased in both segments where Treatment Segment gross profit increased by approximately $766,000 primarily due to continue business operations duringhigher revenue from higher waste volume which was partially offset by lower averaged priced waste from revenue mix and Services Segment gross profit increased by approximately $1,366,000 due to higher revenue from increased work. Selling, General, and Administrative (“SG&A”) expenses increased $581,000 or 17.4% for the next twelve months. At March 31,three months ended September 30, 2022 as compared to the corresponding period of 2021.

During the third quarter of 2022, we had borrowing availabilityrecorded approximately $1,975,000 in other income and other receivables (within current assets in our Consolidated Balance Sheets), which represent an employee retention credit that we are eligible for under our revolving credit facility of approximately $4,544,000 which was based on a percentage of eligible receivables and subject to certain reserves. As athe CARES Act (as amended) as result of a recent amendment to our Loan Agreement, we are required to maintain a minimum of $3,000,000 in borrowing availability under our revolving credit until the minimum FCCR requirement for the quarter ended June 30, 2022 has been met and certified to our lenderCOVID-19 pandemic (see “Financing Activities”“Employee Retention Credit (“ERC”)”) within this MD&A for a discussion of this amendment). We continue to assess the need in reducing operating costs duringrefund that we are expecting resulting from this volatile time, which may include curtailing certain capital expenditures and eliminating non-essential expenditures.

We are closely monitoring our customers’ payment performance. However, since a significant portion of our revenues is derived from government related contracts, we do not expect our accounts receivable collections to be materially impacted due to COVID-19.

As the situations surrounding COVID-19 continues to remain fluid, the full impact and extent of the pandemic on our financial results and liquidity cannot be estimated with any degree of certainty. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including supply chain challenges, our labor force and increasing costs from inflationary pressures (see “Known Trends and Uncertainties” – “Supply Chain” and “Inflation and Cost Increases” within this MD&A)tax credit).

 

2327

 

 

Overview

Revenue decreased by $7,218,000$1,233,000 or 31.2%2.2% to $15,915,000$53,842,000 for the three monthsnine month ended March 31,September 30, 2022 from $23,133,000$55,075,000 for the corresponding period of 2021. The decrease was primarilyentirely within our Services Segment where revenue decreased to $8,436,000$29,093,000 from $15,638,000$30,981,000 or approximately 46.1%6.1%. As discussed above,previously disclosed, work under certain of the new projects awarded to our Services Segment at the end of the second quarter of 2021 continued to be delayed/curtailed forinto most of the first quarter of 2022 due to COVID-19 impact and/or administrative delays experienced by certain customers. However, we have begun to see improvement in activities from certain ofas discussed above, work under these new projects had resumed/increased starting in the latter part of the firstsecond quarter of 2022.2022 and has since reached full operational status. The lower revenue in the first quarternine months of 2022 resulting from delays/curtailments in work was further exacerbated by the completion of a large project in the second quarter of 2021 which was not replaced with a similar size contract because of delays in contract awards and procurement from COVID-19 impact in the first half of 2021. Our Treatment Segment revenue decreased slightlyincreased by $16,000$655,000 or 0.2%2.7%. Although we saw minimal overall change in revenue within Treatment Segment,As discussed above, our Treatment Segment revenue has not returned to pre-pandemic levels as certain customers continue to delay waste shipments due to impact of COVID-19. Gross profit decreased $720,000 or 30.6%. Selling, General, and Administrative (“SG&A”) expenses increased $217,000 or 6.8% for the three months ended March 31,September 30, 2021 included approximately $1,286,000 recognized from a significant REA under a government waste generator contract resulting from certain pricing provisions of the contract. Excluding this REA, the increase in revenue of $1,941,000 or 8.5% for the nine months ended September 30, 2022 was primarily due to higher waste volume which was offset by lower averaged price waste due to revenue mix.

Overall gross profit for the nine months ended September 30, 2022 increased $2,044,000 or 36.9%. Excluding the REA recorded in the third quarter of 2021 as discussed above, gross profit increased in both segments where Treatment Segment gross profit increased by approximately $609,000 primarily due to higher revenue from higher waste volume which was partially offset by lower averaged priced waste from revenue mix and Services Segment gross profit increased by approximately $2,721,000 due to higher revenue from increased work. SG&A expenses increased $1,485,000 or 15.5% for the nine months ended September 30, 2022 as compared to the corresponding period of 2021.

 

COVID-19 and Other Impacts

Since the start of the COVID-19 pandemic, our financial results have been impacted by delays in waste shipments from certain customers, delays in procurement actions and contract awards, and delays/curtailment in work under projects. However, as disclosed above, we continue to see steady waste receipt improvements and work under projects resume/increase as our customers continue to ease up on COVID-19 restrictions. We continue to have submitted bids awaiting awards in both segments. At this time, we expect these positive trends to continue; however, such may not be the case based on the uncertainty of COVID-19 and how our customers respond to COVID-19. Even if the pandemic continues to subside, we may continue to experience adverse effect on our business and financial results because of economic impacts, including labor shortages, supply chain disruptions, as well as continued inflation or potential recession (see “Known Trends and Uncertainties” – “Supply Chain” and “Inflation and Cost Increases” within this MD&A).

We believe we have sufficient liquidity on hand to continue business operations during the next twelve months. At September 30, 2022, we had borrowing availability under our revolving credit facility of approximately $4,548,000 which was based on a percentage of eligible receivables and subject to certain reserves. As a result of an amendment to our Loan Agreement that we entered into with our lender in August 2022, we are required to maintain a minimum of $3,000,000 in borrowing availability under our revolving credit until the minimum FCCR requirement for the quarter ended December 31, 2022 has been met and certified to our lender (see “Financing Activities” within this MD&A for a discussion of this amendment). We continue to assess ways to improve our liquidity and the need in reducing operating costs during this volatile time. Reducing operating costs may include curtailing certain capital expenditures and eliminating non-essential expenditures.

We continue to closely monitor our customers’ payment performance. However, since a significant portion of our revenues is derived from government related contracts, we do not expect our accounts receivable collections to be materially impacted due to COVID-19.

As the situations surrounding COVID-19 and the countries’ economic conditions continue to remain fluid, the full impact and extent of the pandemic and the countries’ economic conditions on our financial results and liquidity cannot be estimated with any degree of certainty. We continue to closely monitor the impact of both the COVID-19 pandemic and the countries’ economic conditions on all aspects of our business.

28

Business Environment

 

Our Treatment and Services Segments’ business continues to be heavily dependent on services that we provide to governmental clients, primarily as subcontractors for others who are prime contractors to government entities or directly as the prime contractor. We believe demand for our services will continue to be subject to fluctuations due to a variety of factors beyond our control, including, without limitation, the economic conditions, the manner in which the applicable government will be required to spend funding to remediate various sites, and/or potential further impact from COVID-19. In addition, our governmental contracts and subcontracts relating to activities at governmental sites in the United States are generally subject to termination for convenience at any time at the government’s option, and our governmental contracts/task orders with the Canadian government authorities also allow the authorities to terminate the contract/task orders at any time for convenience. Our workWork under all of our contracts/task order agreements with Canadian government authorities has substantially been completed. A significant account receivable due to PF Canada is subject to continuing negotiations. See “Known Trends and Uncertainties – Perma-Fix Canada, Inc. (“PF Canada”)” for additional discussion as to a terminated Canadian TOA. 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.

 

We are continually reviewing methods to raise additional capital to supplement our liquidity requirements, when needed, and reducing our operating costs. We continue to aggressively bid on various contracts, including potential contracts within the international markets.international.

Based upon current regulations, for the Company’s 2022 Form 10-K, we will continue to be a SRC but no longer an accelerated filer.

 

Results of Operations

 

The reporting of financial results and pertinent discussions are tailored to our two reportable segments: The Treatment and Services. Our financial results for 2021 also included our Medical Segments. As previously disclosed, we made the strategic decision to cease all R&D activities under the Medical Segment and sold 100% of our interest in PFM Poland (which comprised the Medical Segment) in December 2021. Our Medical Segment had not generated any revenue and was involved in our medical isotope production technology. All costs previously incurred by the Medical Segment were included within R&D.

 

Summary – Three and Nine Months Ended September 30, 2022 and 2021

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
Consolidated (amounts in thousands) 2022  %  2021  %  2022  %  2021  % 
Net revenues $18,472   100.0  $15,797   100.0  $53,842   100.0  $55,075   100.0 
Cost of goods sold  15,402   83.4   13,573   85.9   46,252   85.9   49,529   89.9 
Gross profit  3,070   16.6   2,224   14.1   7,590   14.1   5,546   10.1 
Selling, general and administrative  3,929   21.3   3,348   21.2   11,035   20.5   9,550   17.3 
Research and development  69   .3   243   1.5   245   .5   538   1.0 
Loss on disposal of property and equipment        —         —   1         —   1         —   1         — 
Loss from operations  (928)  (5.0)  (1,368)  (8.6)  (3,691)  (6.9)  (4,543)  (8.2)
Interest income  29   .2   2         —   69   .1   23         — 
Interest expense  (47)  (.2)  (77)  (.5)  (123)  (.2)  (209)  (.4)
Interest expense-financing fees  (16)  (.1)  (11)  (.1)  (44)        —   (28)  (.1)
Other  1,965   10.6   (1)        —   1,960   3.6         —         — 
Gain on extinguishment of debt        —         —         —         —         —         —   5,381   9.8 
Income (loss) from continuing operations before taxes  1,003   5.5   (1,455)  (9.2)  (1,829)  (3.4)  624   1.1 
Income tax expense (benefit)  179   1.0   (2,836)  (17.9)  (147)  (.3)  (2,840)  (5.2)
Income (loss) from continuing operations, net of taxes $824   4.5  $1,381   8.7  $(1,682)  (3.1) $3,464   6.3 

2429

 

Summary – Three Months Ended March 31, 2022 and 2021

  Three Months Ended
  March 31,
Consolidated (amounts in thousands) 2022  %  2021  % 
Revenues $15,915   100.0  $23,133   100.0 
Cost of good sold  14,279   89.7   20,777   89.8 
Gross profit  1,636   10.3   2,356   10.2 
Selling, general and administrative  3,422   21.5   3,205   13.9 
Research and development  96   .6   150   .6 
Loss on disposal of property and equipment  1    —    —    — 
Loss from operations $(1,883)  (11.8) $(999)  (4.3)
Interest income  11    —   18    — 
Interest expense  (35)  (.2)  (67)  (.2)
Interest expense-financing fees  (13)  (.1)  (8)   — 
Other  (2)     1    — 
Loss from continuing operations before taxes  (1,922)  (12.1)  (1,055)  (4.5)
Income tax benefit  (673)  (4.3)  (17)   — 
Loss from continuing operations $(1,249)  (7.8) $(1,038)  (4.5)

Revenues

Consolidated revenues decreased $7,218,000increased $2,675,000 for the three months ended March 31,September 30, 2022, compared to the three months ended March 31,September 30, 2021, as follows:

 

(In thousands) 2022  % Revenue  2021  % Revenue  Change  % Change 
Treatment                        
Government waste $5,437   34.2  $4,387   18.9  $1,050   23.9 
Hazardous/non-hazardous (1)  1,001   6.3   1,311   5.7   (310)  (23.6)
Other nuclear waste  1,041   6.5   1,797   7.8   (756)  (42.1)
Total  7,479   47.0   7,495   32.4   (16)  (0.2)
                         
Services                        
Nuclear services  8,281   52.0   15,080   65.2   (6,799)  (45.1)
Technical services  155   1.0   558   2.4   (403)  (72.2)
Total  8,436   53.0   15,638   67.6   (7,202)  (46.1)
                         
Total $15,915   100.0  $23,133   100.0  $(7,218)  (31.2)

(In thousands) 2022  % Revenue  2021  % Revenue  Change  % Change 
Treatment                  
Government waste $5,475   29.7  $6,164   39.0  $(689)  (11.2)
Hazardous/non-hazardous (1)  1,150   6.2   1,094   6.9   56   5.1 
Other nuclear waste  2,252   12.2   1,635   10.4   617   37.7 
Total  8,877   48.1   8,893   56.3   (16)  (0.2)
                         
Services                        
Nuclear services  9,360   50.7   6,505   41.2   2,855   43.9 
Technical services  235   1.2   399   2.5   (164)  (41.1)
Total  9,595   51.9   6,904   43.7   2,691   39.0 
                         
Total $18,472   100.0  $15,797   100.0  $2,675   16.9 

 

(1) Includes wastes generated by government clients of $470,000$540,000 and $745,000$597,000 for the three monthsmonth ended March 31,September 30, 2022 and the corresponding period of 2021, respectively.

 

Treatment Segment revenue decreased slightly by $16,000 or 0.2% for the three months ended March 31,September 30, 2022 over the same period in 2021. The decreaseTreatment Segment revenue for the three months ended September 30, 2021 included a significant REA in hazardous/non-hazardousthe amount of approximately $1,286,000 recognized under a government waste generator contract resulting from certain pricing provisions of the contract. Excluding this REA, the overall increase in revenue of $1,270,000 or 16.7% was primarily due to lowerhigher waste volume. Revenue from other nuclear wastevolume which was lower primarily due topartly offset by lower averaged price waste. Waste from government generators increased by approximately $1,050,000 or 23.9% primarilywaste due higher waste volume. Although we saw minimal overall change into revenue within Treatment Segment,mix. As previously disclosed, since the latter part of the second quarter of 2022, our Treatment Segment revenue has not returnedbegan to pre-pandemic levels assee improvement in waste receipts from certain customers continue to delaywho had previously delayed waste shipments due, in part, to impact of COVID-19. This improvement has continued in the third quarter but was partly negatively impacted by some delays in waste shipment from certain customers at our Florida facility from Hurricane Ian. Services Segment revenue increased by approximately $2,691,000 or 39.0% primarily due to achievement of full operational status on certain projects which had previously been delayed/curtailed due to COVID-19 impact and/or administrative delays experienced by certain customers since the award of these projects to us late in the second quarter of 2021. Since the second quarter of 2022, work under these projects had resumed/increased and has since reached full operational status. Our Services Segment revenues are project based; as such, the scope, duration and completion of each project vary. As a result, our Services Segment revenues are subject to differences relating to timing and project value.

Consolidated revenues decreased $1,233,000 for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021, as follows:

(In thousands) 2022  % Revenue  2021  % Revenue  Change  % Change 
Treatment                  
Government waste $16,666   31.0  $15,653   28.4  $1,013   6.5 
Hazardous/non-hazardous (1)  3,515   6.5   3,722   6.8   (207)  (5.6)
Other nuclear waste  4,568   8.5   4,719   8.5   (151)  (3.2)
Total  24,749   46.0   24,094   43.7   655   2.7 
                         
Services                        
Nuclear services  28,320   52.6   29,832   54.2   (1,512)  (5.1)
Technical services  773   1.4   1,149   2.1   (376)  (32.7)
Total  29,093   54.0   30,981   56.3   (1,888)  (6.1)
                         
Total $53,842   100.0  $55,075   100.0  $(1,233)  (2.2)

(1) Includes wastes generated by government clients of $1,652,000 and $1,886,000 for the nine month ended September 30, 2022 and the corresponding period of 2021, respectively.

30

Treatment Segment revenue increased by $655,000 or 2.7% for the nine months ended September 30, 2022 over the same period in 2021. Excluding the significant REA of $1,286,000 recorded in the third quarter of 2021 as discussed above, the overall increase in revenue of $1,941,000 or 8.5% was primarily due to higher waste volume as we continue to see steady improvements in waste receipts as our customers continue to ease up on COVID-19 restrictions. As disclosed above, this steady improvement in waste receipts was negatively impacted by some delays in waste shipment from certain customers at our Florida facility from Hurricane Ian. The higher revenue from higher waste volume was offset by lower averaged price waste from revenue mix. Services Segment revenue decreased by approximately $7,202,000$1,888,000 or 46.1%6.1%. WorkAs previously disclosed, work under certain of the new projects awarded to our Services Segment at the end of the second quarter of 2021 continued to be delayed/curtailed forinto most of the first quarter of 2022 due to COVID-19 impact and/or administrative delays experienced by certain customers. However, we have begun to see improvement in activities from certain of these new projects starting inas previously disclosed, since the latter part of the firstsecond quarter of 2022.2022, work under these projects had resumed/increased and has since reached full operational status. The lower revenue in the first quarternine months of 2022 resulting from delays/curtailments in work was further exacerbated by the completion of a large project in the second quarter of 2021 which was not replaced with a similar size contract frombecause of delays in contract awards and procurement from COVID-19 impact in the first half of 2021. Our Services Segment revenues are project based; as such, the scope, duration and completion of each project vary. As a result, our Services Segment revenues are subject to differences relating to timing and project value.

25

Cost of Goods Sold

 

Cost of goods sold decreased $6,498,000increased $1,829,000 for the quarter ended March 31,September 30, 2022, as compared to the quarter ended March 31,September 30, 2021, as follows:

 

     %     %    
(In thousands) 2022  Revenue  2021  Revenue  Change 
Treatment $6,841   91.5  $6,570   87.7  $271 
Services  7,438   88.2   14,207   90.8   (6,769)
Total $14,279   89.7  $20,777   89.8  $(6,498)

     %     %    
(In thousands) 2022  Revenue  2021  Revenue  Change 
Treatment $6,910   77.8  $6,406   72.0  $504 
Services  8,492   88.5   7,167   103.8   1,325 
Total $15,402   83.4  $13,573   85.9  $1,829 

 

Cost of goods sold for the Treatment Segment increased by approximately $271,000$504,000 or 4.1%7.9%. TheTreatment Segment’s variable costs increased costs wasby approximately $365,000 primarily due to higherin transportation and material and supplies costs. Treatment Segment’s overall fixed costs ofwere higher by approximately $277,000$139,000 resulting from the following: general expenses were higher by $144,000$96,000 mostly due to higher utility costs; depreciation expenses were higher by approximately $65,000 due to depreciation for asset retirement obligations in connection with our EWOC facility; maintenance costs were higher by approximately $36,000; regulatory expenses were lower by approximately $16,000; travel expenses were lower by approximately $20,000 and payroll related and travel costs were lower by approximately $22,000. Services Segment cost of goods sold increased $1,325,000 or 18.5% primarily due to higher utility costs;revenue. The increase in cost of goods sold was primarily due to higher salaries/payroll related costs, travel, outside services and general costs totaling approximately $1,451,000. The overall higher costs were offset by lower disposal and materials and supplies costs. Included within cost of goods sold is depreciation and amortization expense of $471,000 and $403,000 for the three months ended September 30, 2022, and 2021, respectively.

31

Cost of goods sold decreased $3,277,000 for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021, as follows:

     %     %    
(In thousands) 2022  Revenue  2021  Revenue  Change 
Treatment $20,581   83.2  $19,249   79.9  $1,332 
Services  25,671   88.2   30,280   97.7   (4,609)
Total $46,252   85.9  $49,529   89.9  $(3,277)

Cost of goods sold for the Treatment Segment increased by approximately $1,332,000 or 6.9%. Treatment Segment’s variable costs increased by approximately $593,000 primarily due to higher material and supplies, transportation, and outside services costs. Treatment Segment’s overall fixed costs were higher by approximately $739,000 resulting from the following: salaries and payroll related expenses were higher by approximately $49,000;$97,000 as in the prior year, more vacation hours were used by employees during the first nine months of 2021 which reduced the first nine months prior year payroll costs; general expenses were higher by $380,000 mostly due to higher utility costs; depreciation expenses were higher by approximately $59,000$193,000 due to depreciation for asset retirement obligations in connection with our EWOC facility; regulatory expenses were higher by approximately $15,000;$16,000; maintenance costs were higher by approximately $86,000; and travel expenses were higher by $10,000 resulting from easing up of COVID-19 restrictions. Treatment Segment’s variable costs decreased slightlylower by approximately $6,000 primarily due to lower overall costs in disposal, transportation, material and supplies which were mostly offset by higher outside services costs.$33,000. Services Segment cost of goods sold decreased approximately $6,769,000$4,609,000 or 47.6%15.2% primarily due to lower revenue. The decrease in cost of goods sold was primarily due to lower salaries/payroll related, travel,disposal and outside services expensescosts totaling $6,909,000. The overall lower costs were partiallyapproximately $5,195,000 which was offset by higher material and supplies costs.and general expenses. Included within cost of goods sold is depreciation and amortization expense of $439,000$1,373,000 and $394,000$1,191,000 for the threenine months ended March 31,September 30, 2022, and 2021, respectively.

 

Gross Profit

 

Gross profit for the quarter ended March 31,September 30, 2022 decreased $720,000increased $846,000 over the correspondingsame period of 2021, as follows:

 

     %     %    
(In thousands) 2022  Revenue  2021  Revenue  Change 
Treatment $638   8.5  $925   12.3  $(287)
Services  998   11.8   1,431   9.2   (433)
Total $1,636   10.3  $2,356   10.2  $(720)

     %     %    
(In thousands) 2022  Revenue  2021  Revenue  Change 
Treatment $1,967   22.2  $2,487   28.0  $(520)
Services  1,103   11.5   (263)  (3.8)  1,366 
Total $3,070   16.6  $2,224   14.1  $846 

 

Treatment Segment gross profit decreased by $287,000$520,000 or 31.0%20.9%. Excluding the significant REA of approximately $1,286,000 recorded during the third quarter of 2021 as discussed above, Treatment Segment gross profit increased by approximately $766,000 or 63.8% and gross margin decreasedincreased to 8.5%22.2% from 12.3%15.8% primarily due to the impact of our fixed costs.increased waste volume which was partly offset by lower averaged price waste from revenue mix. Services Segment gross profit decreasedincreased by $433,000$1,366,000 or 30.3%519.4% and gross margin increased to 11.5% from 9.2%a negative 3.8% primarily due to 11.8%.higher revenue and higher margin projects. Our overall Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

 

Gross profit for the nine months ended September 30, 2022 increased $2,044,000 over the same period in 2021, as follows:

     %     %    
(In thousands) 2022  Revenue  2021  Revenue  Change 
Treatment $4,168   16.8  $4,845   20.1  $(677)
Services  3,422   11.8   701   2.3   2,721 
Total $7,590   14.1  $5,546   10.1  $2,044 

Treatment Segment gross profit decreased by $677,000 or 14.0%. Excluding the significant REA of approximately $1,286,000 recorded in the third quarter of 2021 as discussed above, Treatment Segment gross profit increased $609,000 or 17.1% and gross margin increased to 16.8% from 15.6% primarily due to higher revenue from higher waste volume which was offset by lower averaged price waste from revenue mix and the impact of our fixed costs which continue to include much higher utility costs. Services Segment gross profit increased by $2,721,000 or 388.2% and gross margin increased from 2.3% to 11.8% primarily due to higher revenue and more higher margin projects. Our overall Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

32

SG&A

 

SG&A expenses increased $217,000$581,000 for the three months ended March 31,September 30, 2022, as compared to the corresponding period for 2021, as follows:

 

(In thousands) 2022  % Revenue  2021  % Revenue  Change 
Administrative $1,687    —  $1,372    —  $315 
Treatment  1,040   13.9   978   13.0   62 
Services  695   8.2   855   5.5   (160)
Total $3,422   21.5  $3,205   13.9  $217 

26

(In thousands) 2022  

%

Revenue

  2021  

%

Revenue

  Change 
Administrative $1,826    —  $1,580    —  $246 
Treatment  1,144   12.9   1,066   12.0   78 
Services  959   10.0   702   10.2   257 
Total $3,929   21.3  $3,348   21.2  $581 

 

Administrative SG&A expenses were higher primarily due to the following: overall outside services expenses were higher by approximately $174,000 resulting$157,000 from morehigher consulting/legal/outside services matters;services/audit fees; travel expenses were higher by approximately $6,000; general expenses were higher by approximately $12,000 in various categories; and salaries and payroll related expenses were higher by approximately $116,000$71,000 due to higher stock-based compensation expenses from options granted to certain employees in October 2021 and higher 401(k) plan matching expenses as our payroll expenses in the third quarter of 2021 included forfeitures of 401(k) plan matching funds contributed by us for former employees who failed to meet the 401(k) plan vesting requirements. Additionally, Administrative salaries and payroll related expenses were higher in the quarter as in 2021, resources were allocated in supporting Medical Segment’s R&D/administrative functions. Treatment Segment SG&A expenses were higher primarily due to the following: outside services expense were higher by $32,000 due to more consulting/business matters; general expenses were higher by approximately $54,000 which included higher tradeshow expenses and various other categories; salaries and payroll related expenses were higher by approximately $10,000; and travel expense were lower by approximately $18,000. The increase in Services Segment SG&A was primarily due to higher salaries/payroll related and consulting expenses totaling approximately $176,000 due to bid and proposals efforts; higher travel expenses by approximately $14,000 and higher general expenses by approximately $67,000 which included higher tradeshow expenses and various other categories. Included in SG&A expenses is depreciation and amortization expense of $26,000 and $6,000 for the three months ended September 30, 2022, and 2021, respectively.

SG&A expenses increased $1,485,000 for the nine months ended September 30, 2022, as compared to the corresponding period for 2021, as follows:

(In thousands) 2022  

%

Revenue

  2021  

%

Revenue

  Change 
Administrative $5,278    —  $4,243    —  $1,035 
Treatment  3,302   13.3   2,945   12.2   357 
Services  2,455   8.4   2,362   7.6   93 
Total $11,035   20.5  $9,550   17.3  $1,485 

Administrative SG&A expenses were higher primarily due to the following: overall outside services expenses were higher by approximately $491,000 resulting from higher consulting/outside services/audit fees; travel expenses were higher by approximately $31,000; general expenses were higher by approximately $32,000 in various categories; and salaries and payroll related expenses were higher by approximately $481,000 primarily due to higher stock-based compensation expenses from options granted to certain employees in October 2021 and higher 401(k) plan matching expenses as our payroll expenses in the first nine months of 2021 included forfeitures of 401(k) plan matching funds contributed by us for former employees who failed to meet the 401(k) plan vesting requirements. Additionally, Administrative salaries and payroll related expenses were higher as in 2021, resources were allocated in supporting Medical Segment’s R&D/administrative functions; director fees were higher by approximately $18,000 resulting from one additional director who joined the Board in May 2021; travel expenses were higher by approximately $12,000; and general expenses were lower by approximately $5,000.functions. Treatment Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses were higher trade showby approximately $84,000 as in the prior year, more vacation hours were used by employees during the first nine months of 2021 which reduced the first nine months prior year payroll costs; outside services expense were higher by $76,000 due to more consulting/business matters (including our Environmental, Social and Governance initiatives); travel costs resulting from easing up of COVID-19 restrictions.expense were higher by approximately $39,000; and general expenses were higher by $158,000 which included higher tradeshow expenses and various other categories. The decreaseincrease in SG&A expenses within our Services Segment was primarily due to the following: travel expenses were higher by $32,000; general expenses were higher by approximately $95,000 which included higher tradeshow expenses and various other categories; and salaries/payroll related and consulting expenses were lower by approximately $130,000$34,000 as in 2021, increased hours and consulting costs were spent on bid and proposal efforts; bad debt expenses were lower by approximately $38,000; general expenses were slightly lower by $6,000 and travel expenses were higher by approximately $14,000. efforts. Included in SG&A expenses is depreciation and amortization expense of $17,000$60,000 and $6,000$17,000 for the threenine months ended March 31,September 30, 2022 and 2021, respectively.

 

33

R&D

 

R&D expenses decreased $54,000$174,000 and 293,000 for the three and nine months ended March 31,September 30, 2022, respectively, as compared to the corresponding period for 2021, as follows:of 2021.

 

(In thousands) 2022  2021  Change 
Administrative $17  $14  $3 
Treatment  65   47   18 
Services  14   13   1 
PF Medical   —   76   (76)
Total $96  $150  $(54)

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
(In thousands) 2022  2021  Change  2022  2021  Change 
Administrative $14  $11  $3  $43  $35  $8 
Treatment  55   52   3   179   142   37 
Services     18   (18)  23   50   (27)
PF Medical     162   (162)     311   (311)
Total $69  $243  $(174) $245  $538  $(293)

 

R&D costs consist primarily of employee salaries and benefits, laboratory costs, third party fees, and other related costs associated with the development of new technologies and technological enhancement of new potential waste treatment processes. The decrease was primarily the result of the sale of PF Poland in December 2021 which comprised of our Medical Segment and which previously was involved in the R&D of our medical isotope technology.

 

Interest Income

Interest income increased by approximately $27,000 and $46,000 for the three and nine months ended September 30, 2022, respectively, as compared to the corresponding period of 2021 primarily due to higher interest earned from lower finite risk sinking fund.

Interest Expense

 

Interest expense decreased by approximately $32,000 in$30,000 and $86,000 for the first quarter ofthree and nine months ended September 30, 2022, respectively, as compared to the corresponding period of 2021 primarily due to lower interest expense from our declining term loan balance outstanding. Also, interest expense for the first quartersix months of 2021 included interest accrued for our Paycheck Protection Program (“PPP”) Loan which was forgiven by the U.S. Small Business Administration effective June 15, 2021.

 

Income Taxes

 

We had income tax expense of $179,000 and income tax benefit of approximately $673,000$2,836,000 for continuing operations for the three months ended March 31,September 30, 2022 as compared toand 2021, respectively, and income tax benefitbenefits of $147,000 and $2,840,000 for the nine months ended September 30, 2022 and 2021, respectively. Our effective tax rates were approximately $17,000 for continuing operations17.8% and 194.9% for the three months ended March 31, 2021.September 30, 2022 and 2021, respectively, and 8.0% and (455.1%) for the nine months ended September 30, 2022 and 2021, respectively. Our effective tax rate was approximately 35.0% and 1.6%rates for the three and nine months ended March 31,September 30, 2022 and the corresponding period of 2021, respectively. Our tax rate for the three months ended March 31, 2022 waswere impacted by non-deductible expenses and state taxes. Our effective tax raterates for the three and nine months ended March 31,September 30, 2021 waswere substantially impacted by non-deductible expenses, state taxes, and the fullrelease of our valuation on our net deferred tax assets which was subsequently released partially inallowance during the third quarter of 2021. For the three and nine months ended September 30, 2021, the primary reasons for the differences between our effective tax rate and statutory tax rate were due to the release of valuation allowance and the forgiveness of our PPP Loan which was included in our Consolidated Statement of Operations as “Gain on extinguishment of debt” but is exempt from income taxes.

 

2734

 

Liquidity and Capital Resources

 

Our cash flow requirements during the threenine months ended March 31,September 30, 2022 were primarily financed by our operations, cash on hand and credit facility availability. Subject to the impact of COVID-19 and other delaysimpacts as discussed above, our cash flow requirements for the next twelve months will consist primarily of general working capital needs, scheduled principal payments on our debt obligations, remediation projects, and planned capital expenditures. We plan to fund these requirements from our operations, credit facility availability, our capital expenditure line and cash on hand.hand and a refund that we expect to receive under the ERC program under the CARES Act, as amended (see a discussion of this expected refund below – “Employee Retention Credit (“ERC”)). We continue to explore all sources of increasing our capital to supplement ourand/or liquidity requirements, when needed, and to improve our revenue and working capital. We are continually reviewing operating costs and reviewing the possibility of further reducing operating costs and non-essential expenditures to bring them in line with revenue levels, when necessary. At this time, we believe that our cash flows from operations, our available liquidity from our credit facility, our capital expenditure line and our cash on hand and the expected refund from the ERC program should be sufficient to fund our operations for the next twelve months. However, due to the uncertainty of COVID-19 and other delays as disclosed in “COVID-19 Impact and Impact due to Other Delays”Impacts” within this MD&A, there are no assurances such will be the case.

 

The following table reflects the cash flow activities during the first threenine months of 2022:

 

(In thousands)   
Cash provided by operating activities of continuing operations $148 
Cash used in operating activities of discontinued operations  (142)
Cash used in investing activities of continuing operations  (321)
Cash used in financing activities of continuing operations  (189)
Decrease in cash and finite risk sinking fund (restricted cash) $(504)

(In thousands)   
Cash used in operating activities of continuing operations $(334)
Cash used in operating activities of discontinued operations  (559)
Cash used in investing activities of continuing operations  (922)
Cash used in financing activities of continuing operations  (694)
Effect of exchange rate changes in cash  (4)
Decrease in cash and finite risk sinking fund (restricted cash) $(2,513)

 

At March 31,September 30, 2022, we were in a positive cash position with no revolving credit balance. At March 31,September 30, 2022, we had cash on hand of approximately $3,925,000, which included account balances of our foreign subsidiaries totaling approximately $67,000.$1,858,000.

 

Operating Activities

Accounts receivable, net of allowances for doubtful accounts, totaled $10,322,000$9,993,000 at March 31,September 30, 2022, a decrease of $1,050,000$1,379,000 from the December 31, 2021 balance of $11,372,000. The decrease was primarily dueattributed to timing of accounts receivable collectioninvoicing and timing of invoicing.our accounts receivable collection. Our contracts with our customers are subject to various payment terms and conditions; therefore, our accounts receivable are impacted by these terms and conditions and the related timing of accounts receivable collections. Additionally, our contracts with our customers may sometimes result in modifications which can cause delays in collections. Our accounts receivable at September 30, 2022 include invoices for work performed which previously was in our unbilled account for a certain Canadian project that remain outstanding and subject to negotiations (see unbilled receivables discussion below). See discussion under “Known Trends and Uncertainties – Perma-Fix Canada, Inc. (“PF Canada”) for a discussion as to certain account receivable.

 

Unbilled receivables totaled $5,275,000$6,306,000 at March 31,September 30, 2022, a decrease of $3,720,000$2,689,000 from the December 31, 2021 balance of $8,995,000. The decrease in unbilled receivables was primarily within our Services Segment due to invoicing in connection with our Canadian projects.

 

Accounts payable, totaled $10,329,000$10,37,000 at March 31,September 30, 2022, a decrease of $1,646,000$1,605,000 from the December 31, 2021 balance of $11,975,000. Our accounts payable are impacted by the timing of payments as we are continually managing payment terms with our vendors to maximize our cash position throughout all segments.

 

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We had working capital of $2,341,000$1,505,000 (which included working capital of our discontinued operations) at March 31,September 30, 2022, as compared to working capital of $4,060,000 at December 31, 2021. Our working capital was negatively impacted primarily by our results of operations which were heavily impacted from COVID-19 and other delays, especially in the first quarter of 2022. Additionally, our working capital was negatively impacted by the reclass of approximately $400,000 in remediation reserve within our discontinued operations from long-term to current and the approximately $621,000 in additional current closure liabilities recorded for our EWOC facility. Our working capital was positively impacted by the employee retention credit in the amount of approximately $1,975,000 recorded as discussed above.current receivables (within “Prepaid and other assets” in our Consolidated Balance Sheets. See a discussion of this credit below “Employee Retention Credit (“ERC”)”).

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Investing Activities

 

For the threenine months ended March 31,September 30, 2022, our purchases of capital equipment totaled approximately $459,000,$1,061,000, of which $114,000 was subject to financing, with the remaining funded from cash from operations and our credit facility. We have budgeted approximately $2,000,000 for 2022 capital expenditures primarily for our Treatment and Services Segments to maintain operations and regulatory compliance requirements and support revenue growth. Certain of these budgeted projects may either be delayed until later years or deferred altogether. We plan to fund our capital expenditures from cash from operations and/or financing. The initiation and timing of projects are also determined by financing alternatives or funds available for such capital projects.

 

During March 2022, we signed a joint venture term sheet addressing plans to partner with Springfields Fuels Limited (“SFL”), an affiliate of Westinghouse Electric Company LLC, to develop and manage a nuclear waste-materials treatment facility (the “Facility”) in the United Kingdom. The Facility is for the purpose of expanding the partners’ waste treatment capabilities for the European nuclear market. It is expected that upon finalization of a partnership agreement, SFL will have an ownership interest of fifty-five (55) percent and our interest will be forty-five (45) percent. The finalization, form and capitalization of this unpopulated partnership is subject to numerous conditions, including but not limited to, winning a certain contract, completion and execution of a definitive agreement and facility design, and the granting of required regulatory, lender or permitting approvals.approvals and updated cost and profitability analysis based on current and forecast future economic conditions. Upon finalization of this venture, we will be required to make an investment in this venture. The amount of our investment, the period of which it is to be made and the method of funding are to be determined.

 

Financing Activities

 

We entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020, (“Loan(the “Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement providesprovided us with the following credit facility with a maturity date of March 15, 2024: (a) up to $18,000,000 revolving credit (“revolving credit”) and (b) a term loan (“term loan”) of approximately $1,742,000, requiring monthly installments of $35,547. The maximum that we can borrow under the revolving credit is based on a percentage of eligible receivables (as defined) at any one time reduced by outstanding standby letters of credit and borrowing reductions that our lender may impose from time to time. Our Loan Agreement, as amended (the “Amended Loan Agreement”), also provides a capital expenditure line of up to $1,000,000 with advances on the line, subject to certain limitations, permitted for up to twelve months starting May 4, 2021 (the “Borrowing Period”). Only interest is payable on advances during the Borrowing Period. At the end of the Borrowing Period, the total amount advanced under the line will amortize equally based on a five-year amortization schedule with principal payment due monthly plus interest. At the maturity date of the Amended Loan Agreement, as amended, any unpaid principal balance plus interest, if any, will become due. NoAt the end of the Borrowing Period, advance on the capital line has beentotaled approximately $524,000. We are required to make monthly principal installment payment of approximately $8,700 starting June 1, 2022 plus interest. At September 30, 2022, balance on the capital line was approximately $480,000. The advance made as of March 31, 2022.on the capital line was used to purchase the underlying asset under a previous finance lease.

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On March 29, 2022, we entered into an amendment to our Amended Loan Agreement with our lender which provided, among other things, the following:

 

 waived our failure to meet the minimum quarterly FCCR requirement for the fourth quarter of 2021;
 removes the quarterly FCCR testing requirement for the first quarter of 2022;
 reinstates the quarterly FCCR testing requirement starting for the second quarter of 2022 and revises the methodology to be used in calculating the FCCR for the quarters ending June 30, 2022, September 30, 2022, and December 31, 2022 (with no change to the minimum 1.15:1 ratio requirement for each quarter);
 requires maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended June 30, 2022 has been met and certified to the lender; and
 revises the annual rate used to calculate the Facility Fee (as defined in the Loan Agreement) on the revolving credit, with addition of the capital expenditure line, from 0.375% to 0.500%. Upon meeting the minimum FCCR requirement of 1.15:1 on a twelve monthsmonth trailing basis, the Facility Fee rate of 0.375% will be reinstated.

 

In connection with the amendment, we paid our lender a fee of $15,000 which is being amortized over the remaining term of the Amended Loan Agreement as amended, as interest expense-financing fees.

 

On August 2, 2022, we entered into an amendment to our Amended Loan Agreement with our lender which provided the following, among other things:

29waived our failure to meet the minimum quarterly FCCR requirement for the second quarter of 2022;
removes the quarterly FCCR testing requirement for the third quarter of 2022;
reinstates the quarterly FCCR testing requirement starting for the fourth quarter of 2022 and revises the methodology to be used in calculating the FCCR for the quarters ending December 31, 2022 and March 31, 2023 (with no change to the minimum 1.15:1 ratio requirement for each quarter);
requires maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended December 31, 2022 has been met and certified to the lender.

 

Pursuant toIn connection with the amendment, we paid our lender a fee of $15,000 which is being amortized over the remaining term of the Amended Loan Agreement as amended, payment of annual rate of interest due on the revolving credit is at prime (3.50% at March 31, 2022) plus 2% or LIBOR plus 3.00% and the term loan and capital expenditure line at prime plus 2.50% or LIBOR plus 3.50%. Under the LIBOR option of interest payment, a LIBOR floor of 0.75% applies in the event that LIBOR falls below 0.75% at any point in time.expense-financing fees.

 

Our credit facility under our Amended Loan Agreement as amended, with PNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. We were not required to perform testing of the FCCR requirement in the first quarterand third quarters of 2022 pursuant to the March 29, 2022 and August 2, 2022 amendments, respectively, as discussed above. We failed to meet our FCCR requirement in the second quarter of 2022; however, this non-compliance was waived by our lender pursuant to the August 2, 2022 amendment as discussed above; otherwise,above. Other than the FCCR covenant discussion above, we met all of our other financial covenant requirements.requirements in the first, second and third quarters of 2022. We expect to meet our quarterly financial covenant requirements for the next twelve months under our Amended Loan Agreement.

 

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On August 29, 2022, we entered into an amendment to our Amended Loan Agreement with our lender which set forth certain revisions to our Amended Loan Agreement, with the amended terms set forth in a revised Loan Agreement. The new revisions to the Amended Loan Agreement (the “Revised Loan Agreement”) among other things, replaced the London InterBank Offer Rate (“LIBOR”) based interest rate benchmark with the Secured Overnight Finance Rate (“SOFR”) and added certain additional anti-terrorism provisions to the covenants contained in the Amended Loan Agreement. As a result of this amendment, payment of annual rate of interest due on the revolving credit is at prime (6.25% at September 30, 2022) plus 2% or Term SOFR Rate (as defined in the Revised Loan Agreement) plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by us and payment of annual rate of interest due on the term loan and the capital expenditure line is at prime plus 2.50% or Term SOFR Rate plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by us. Pursuant to the Revised Loan Agreement, SOFR Adjustment rates of 0.10% and 0.15% are applicable for a one-month interest period and three-month period, respectively, that may be selected by us.

After May 7, 2022, we may terminate its Revised Loan Agreement upon 90 days’ prior written notice upon payment in full of our obligations under the Revised Loan Agreement with no early termination fees.

Employee Retention Credit (“ERC”)

The CARES Act, which was enacted on March 27, 2020, provides an ERC for qualifying businesses keeping employees on their payroll during the COVID-19 pandemic. The ERC was subsequently amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriation Act of 2021, and the American Rescue Plan Act of 2021, all of which amended and extended the ERC availability and guidelines under the CARES Act. Following these amendments, we determined that we were eligible for the ERC, and as a result of the foregoing legislations, are eligible to claim a refundable tax credit against our share of certain payroll taxes equal to 70% of the qualified wages paid to employees between July 1, 2021 and September 30, 2021. Qualified wages are limited to $10,000 per employee per calendar quarter in 2021 for a maximum allowable ERC per employee of $7,000 per calendar quarter in 2021. For purposes of the amended ERC, an eligible employer is defined as having experienced a significant (20% or more) decline in gross receipts during one or more of the first three 2021 calendar quarters when compared to 2019.

During the third quarter of 2022, we determined we were eligible for the ERC and amended our third quarter 2021 employer payroll tax filings claiming a refund from the U.S. Treasury in the amount of approximately $1,975,000. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, we account for the ERC by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance for receipt of the ERC and recorded the expected refund as other income (within “Other income (expense)”) on our Consolidated Statements of Operations and other receivables (within “Prepaid and other assets”) on our Consolidated Balance Sheets.

Off Balance Sheet Arrangements

 

From time to time, we are required to post standby letters of credit and various bonds to support contractual obligations to customers and other obligations, including facility closures. At March 31,September 30, 2022, the total amount of standby letters of credit outstanding totaled approximately $3,020,000$3,016,000 and the total amount of bonds outstanding totaled approximately $51,295,000.$59,322,000. We also provide closure and post-closure requirements through a financial assurance policy for certain of our Treatment Segment facilities through AIG. At March 31,September 30, 2022, the closure and post-closure requirements for these facilities were approximately $21,047,000.$21,175,000.

 

Critical Accounting Policies and Estimates

 

There were no significant changes in our accounting policies or critical accounting estimates that are discussed in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

Recent Accounting Pronouncements

 

See “Note 2 – Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” for the recent accounting pronouncements that have been adopted during the quarter ended March 31,first nine months of 2022, or will be adopted in future periods.

 

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Known Trends and Uncertainties

Significant Customers. Our Treatment and Services Segments have significant relationships with the U.S governmental authorities through contracts entered into indirectly as subcontractors for others who are prime contractors or directly as the prime contractor to government authorities. We also had significant relationships with Canadian government authorities primarily through TOAs entered into with Canadian government authorities. Project work under all TOAs with Canadian government authorities has substantially been completed. The contracts that we are a party to with others as subcontractors to the U.S federal government or directly with the U.S federal government generally provide that the government may terminate the contract at any time for convenience at the government’s option. The contracts/TOAs that we are a party to with Canadian governmental authorities also generally provide that the government authorities may terminate the contracts/TOAs at any time for any reason for convenience. Our inability to continue under existing contracts that we have with the U.S government (directly or indirectly as a subcontractor) or significant reductions in the level of governmental funding in any given year could have a material adverse impact on our operations and financial condition.

We performed services relating to waste generated by government clients (domestic and foreign (primarily Canadian)), either indirectly as a subcontractor or directly as a prime contractor or indirectly for others as a subcontractor to government entities, representing approximately $14,158,000$15,279,000 or 89.0%82.7% and $46,488,000 or 86.3% of our total revenuerevenues generated during the three and nine months ended March 31,September 30, 2022, respectively, as compared to $20,157,000$13,244,000 or 87.1%83.8% and $47,267,000 or 85.8% of our total revenuerevenues generated during the corresponding period of 2021.three and nine months ended September 30, 2021, respectively.

COVID-19 Impact. See “COVID-19 Impact and Impact due to Other Delays”Impacts” within this MD&A for a discussion of the impact of COVID-19 and other on our financial results and the potential impact it may have toon our future financial results and business operations.

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Perma-Fix Canada, Inc. (“PF Canada”)

 

During the fourth quarter of 2021, PF Canada received a Notice of Termination (“NOT”) from CNL on a TOA that PF Canada entered into with CNL in May 2019 for remediation work within Ontario, Canada (“Agreement”). The NOT was received after work under the TOA was substantially completed and work under the TOA has since been completed. CNL may terminate the TOA at any time for convenience. As of March 31,September 30, 2022, PF Canada has approximately $2,722,000$2,385,000 in unpaid receivables and unbilled costs due from CNL as a result of work performed under the TOA. Additionally, CNL has approximately $1,150,000$1,044,000 in contractual holdback under the TOA that is payable to PF Canada. CNL also established a bond securing approximately $1,900,000 (CAD) to cover certain issue raised in connection with the TOA. Under the TOA, CNL may be entitled to set off certain costs and expenses incurred by CNL in connection with the termination of the TOA, including the bond as discussed above, against amounts owed to PF Canada for work performed by PF Canada or its subcontractors. PF Canada continues to be in discussions with CNL to finalize the amounts due to PF Canada under the TOA and continues to believesbelieve these amounts are due and payable.

Potential Partnership with Springfields Fuels Limited. As discussed above, we have signed a term sheet addressing plans to partner with Springfields Fuels Limited, an affiliate of Westinghouse Electric Company LLC, to develop and manage a nuclear waste-materials treatment facility in the United Kingdom. See “Liquidity and Capital Resources – Investing Activities” of this MD&A for a discussion of this transaction.

 

Supply Chain. We use various commercially available materials and supplies which include among other things chemicals, containers/drums and personal protective equipment in our operations. We generally source these items from various suppliers in order to take advantage of competitive pricing.

 

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We also utilize various types of equipment, which include among other things trucks, flatbeds, lab equipment, heavy machineries,machinery, in carrying out our business operations. Our equipment may be obtained through direct purchase, rental option or leases. Within our Services Segment, equipment required for projects are often provided by our subcontractors as part of our contract agreement with the subcontractor. Due to some of our specialized waste treatment processes, certain equipment that we utilize are designed and built to our specifications. We rely on various commercial equipment suppliers for the construction of these equipment. Due to recent supply chain challenges, we previously experienced a delay in the delivery of a new waste processing unit to us by our supplier due to shortage of parts required for the construction of the unit, among other things. Delivery of this unit was expected during the third quarter of 2021 but did not occur until the latter part of the first quarter of 2022. Thethings, This supply chain interruption delayed deployment of our new technology which negatively impacted our revenue for 2021 and the first quarter of 2022 as associated revenue was not able to be generated. Deployment of this unit is expected to commencecommenced in the second quartermid-May of 2022. Continued increases in pricing and/or potential delays in procurements of material and supplies and equipment required for our operations resulting from further tightening supply chain could further adversely affect our operations and profitability.

Potential Partnership with Springfields Fuels Limited. As discussed above, we have signed a term sheet addressing plans to partner with Springfields Fuels Limited, an affiliate of Westinghouse Electric Company LLC, to develop and manage a nuclear waste-materials treatment facility in the United Kingdom. See “Liquidity and Capital Resources – Investing Activities” of this MD&A for a discussion of this transaction.

 

Inflation and Cost Increases. Continued increases in any of our operating costs, including further changes in fuel prices (which impacts our transportation costs), wage rates, supplies, and utility costs, may further increase our overall cost of goods sold or operating expenses. Some of these cost increases have been the result of inflationary pressures that could further reduce profitability. We may attempt to increase our sales prices in order to maintain satisfactory margin; however, competitive pressures in our industry may have the effect of inhibiting our ability to reflect these increased costs in the prices of our services that we provide to our customers and therefore reduce our profitability.

 

Environmental Contingencies

 

We are engaged in the waste management services segment of the pollution control industry. As a participant in the on-site treatment, storage and disposal market and the off-site treatment and services market, we are subject to rigorous federal, state and local regulations. These regulations mandate strict compliance and therefore are a cost and concern to us. Because of their integral role in providing quality environmental services, we believe 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.

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We routinely use third party disposal companies, who ultimately destroy or secure landfill residual materials generated at our facilities or at a client’s site. In the past, numerous third-party disposal sites have improperly managed waste and consequently require remedial action; consequently, any party utilizing these sites may be liable for some or all of the remedial costs. Despite our aggressive compliance and auditing procedures for disposal of wastes, we could further be notified, in the future, that we are a potentially responsible party (“PRP”) at a remedial action site, which could have a material adverse effect.

 

We have three environmental remediation projects, all within our discontinued operations, which principally entail the removal/remediation of contaminated soil, and, in most cases, the remediation of surrounding ground water. We expect to fund the expenses to remediate these sites from funds generated from operations. At March 31,September 30, 2022, we had total accrued environmental remediation liabilities of $876,000, with no change$861,000, a decrease of $15,000 from the December 31, 2021 balance of $876,000. The decrease represents payments for remediation projects. At March 31,September 30, 2022, $621,000$751,000 of the total accrued environmental liabilities was recorded as current.

 

Item 3.Quantitative and Qualitative Disclosures about Market Risks

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not required for smaller reporting companies.applicable

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Item 4.

Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures.
  
(a)

Evaluation of disclosure controls, and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management. As of the end of the period covered by this report, we carried out an evaluation with the participation of our Principal Executive Officer and Principal Financial Officer. Based on this recent assessment, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) were not effective as of March 31,September 30, 2022 as a result of the identified material weakness in our internal control over financial reporting as set forth below.discussed in more detail below and in our 2021 Form 10-K filing.

 

Certain revenue contracts
As previously disclosed in our 2021 Form 10-K, management concluded that contained nonstandard terms and conditions were not appropriately evaluateda material weakness existed in accordance with ASC 606, “Revenue from Contracts with Customers.” Specifically,our internal control over financial reporting because management did not have the appropriate controls in place over the determination of revenue recognition for nonroutine and complex revenue transactions. The material weakness identified resultedtransactions in errorsaccordance with ASC 606, “Revenue from Contracts with Customers” in the Company’s bookscertain contracts that contained nonstandard terms and records which led to audit adjustments for the year ended December 31, 2021. The errors arising from the underlying revenue adjustments were not material to the financial statements reported in any interim or annual period and therefore, did not result in a revision to any previously filed financial statements. However, the control deficiencies could result in misstatements of the revenue accounts and related disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected in a timely manner. Accordingly, we have determined that the control deficiencies when evaluated in the aggregate constitute a material weakness.conditions.

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Remediation of Material Weakness in Internal Control Over Financial Reporting

The
In order to remediate this material weakness, as discussed above was primarily attributedmanagement has implemented its remediation plan which included the following:

consultation with third-party expertise for guidance on large and/or unique contracts to the uniqueness of certain ofensure ASC 606 guidance are accurately applied and documented;
updated our ASC 606 revenue templates to ensure unique contract provisions are able to be identified so ASC 606 guidance are applied accurately;
instituted more robust collaboration with the Company’s contracts that containoperation personnel to identify nonstandard contract terms in order to determine appropriate treatment under ASC 606; and
continue training of accounting and conditions. Although the Company’s policiesoperations personnel on ASC 606 by subject matter experts and procedures were in placeinternal financial department to ensure proper application of guidance under ASC 606 were applied606.

Management is committed to improving our internal control processes and believes that the majority of its contracts accurately, the Control failed to operate in a manner to specifically identify the nonstandard terms that would impact revenue recognition. The Company is evaluatingmeasures described above should remediate the material weakness identified above and is developing a plan of remediation to strengthen our internal controls pertaining to evaluating revenue contracts that contain nonstandard terms and conditions. This remediation plan includes evaluating the manner in which we use third-party consulting firms with expertise in applying the revenue recognition guidance that will assist management with the assessment and evaluation of revenue contracts executed that contain nonstandard terms and conditions. In conjunction with further evaluation of this relationship, management will also perform a more rigorous evaluation of these nonstandard revenue contracts in accordance with ASC 606.

The Company is committed to maintaining a strong internal control environmentover financial reporting. As we continue to evaluate and believes that these remediation efforts will represent significant improvements in our controls. The Company has started to implement these steps, however, some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be requiredimprove internal control over time. Until the remediation steps set forth above are fully implemented and tested,financial reporting resulting from the material weakness described above, additional measures to remediate the material weakness may be necessary. The material weakness will continue to exist.not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. At this time, notwithstanding the material weakness in our internal control over financial reporting as described above, we believe that our consolidated financial statements contained in this Quarterly Report on Form 10-Q fairly present our financial position, results of operations and cash flows for the period covered thereby.

 

(b)Changes in internal control over financial reportingreporting.
Other thanExcept for the aforementioned material weakness and remediation plan noted,procedures implemented by the Company as described above, there washave been no other change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

 

Item 1.Legal Proceedings

Item 1. Legal Proceedings

 

There are no material legal proceedings pending against us and/or our subsidiaries not previously reported by us in Item 3 of our Form 10-K for the year ended December 31, 2021. Additionally, there has been no other material change in legal proceedings previously disclosed by us in our Form 10-K for the year ended December 31, 2021.

 

Item 1A.Risk Factors

Item 1A. Risk Factors

 

There has been no other material change from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2021, exceptand our Form 10-Q for the following under “Risks Relating to our Common Stock.”quarter ended March 31, 2022.

 

Our bylaws designate courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and also designates the Federal District Courts of the United States as the sole and exclusive forum for resolution of any cause of action arising under the Securities Act of 1933, as amended, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.Item 6. Exhibits

Our Bylaws provide that, subject to limited exceptions, the appropriate state court located in the State of Delaware (or if no state court located within the State of Delaware has jurisdiction, the Federal District Court for the District of Delaware) is the sole and exclusive forum for:

 

any derivative action or proceeding brought on our behalf;
any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders;

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any action asserting a claim against us arising pursuant to any provision of the General Corporation Law of the State of Delaware, our certificate of incorporation or our bylaws:
any action asserting an “internal corporation claim” (as defined in Section 115 of the Delaware General Corporate Law); or
any other action asserting a claim against us that is governed by the internal affairs doctrine (each, a “Covered Proceeding”).

In addition, our Bylaws provide that if any action the subject matter of which is a Covered Proceeding is filed in a court other than the specified Delaware courts without the approval of our Board of Directors (each, a “Foreign Action”), the claiming party will be deemed to have consented to (i) the personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the Foreign Action as agent for such claiming party.

Further, our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Federal District Courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a course of action under the Federal Securities Act of 1933, as amended.

These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our Bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Item 6.Exhibits
(a)Exhibits 
 4.1 ThirdFifth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated August 29, 2022, as incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K filed on August 29, 2022.
4.2Revised Second Amended and Restated Revolving Credit, Term Loan and Security Agreement referenced as Annex A in the Fifth Amendment, as incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K filed on August 29, 2022.
4.3Fourth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services, Inc. and PNC Bank, National Association (as Lender and as Agent), dated March 29,August 2, 2022, as incorporated by reference from Exhibit 4.14.3 to the Company’sCompany Form 8-K10-Q for the quarter ended June 30, 2022 filed on April 4,August 5, 2022.
 10.1 2022 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2022, as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on January 25, 2022. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
10.22022 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2022, as incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on January 25, 2022. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

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10.32022 Incentive Compensation Plan for EVP of Strategic Initiatives, effective January 1, 2022, as incorporated by reference from Exhibit 99.7 to the Company’s Form 8-K filed on January 25, 2022. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
10.42022 Incentive Compensation Plan for EVP of Nuclear and Technical Services, effective January 1, 2022, as incorporated by reference from Exhibit 99.8 to the Company’s Form 8-K filed on January 25, 2022. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
10.52022 Incentive Compensation Plan for EVP of Waste Treatment Operations, effective January 1, 2022, as incorporated by reference from Exhibit 99.9 to the Company’s Form 8-K filed on January 25, 2022. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
10.6Joint Venture Term Sheet between Springfields Fuels Limited, an affiliate of Westinghouse, and the Company, as incorporated by reference from Exhibit 10.42 to the Company’s 2021 Form 10-K filed on April 6, 2022. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
 31.1 Certification by Mark Duff, Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
 31.2 Certification by Ben Naccarato, Chief Financial Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
 32.1 Certification by Mark Duff, Chief Executive Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
 32.2 Certification by Ben Naccarato, Chief Financial Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
 101.INS Inline XBRL Instance Document*Document-the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*
 101.SCH Inline XBRL Taxonomy Extension Schema Document*
 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document*
 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104Cover Page Interactive Data File (embedded within the(formatted as an Inline XBRL document)document and included in Exhibit 101).

 

 
 * Pursuant to Rule 406T of Regulation S-T, the Inline Interactive Data File in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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SIGNATURES

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

 

 PERMA-FIX ENVIRONMENTAL SERVICES
  
Date: May 5,November 3, 2022By:/s/ Mark Duff
  

Mark Duff

President and Chief (Principal) Executive Officer

   
Date: May 5,November 3, 2022By:/s/ Ben Naccarato
  Ben Naccarato
  Chief (Principal) Financial Officer

 

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