What changed in this filing

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Item 1A. Risk Factors

2021-03-29 compared with 2020-03-20 · 302 added, 283 removed, 253 unchanged (70% of the section changed)

6 unchanged sentences

reports we file with the Securities and Exchange Commission (the “Commission”).

Relating to our Operations

to maintain our financial assurance coverage that we are required to have in order to operate our permitted treatment, storage

and disposal facilities could have a material adverse effect on us.

Related to COVID-19

could result in material adverse effects on our business, financial position, results of operations and cash flows.

extent of the impact of the COVID-19 pandemic on our business is uncertain and difficult to predict, as the responses to the pandemic

continue to evolve rapidly.

Since the latter part of the second quarter of 2020, all of the projects within our Services Segment

that were previously shutdown have restarted as stay-at-home orders and certain other restrictions resulting from the pandemic

Within our Treatment Segment, we continue to experience delays in waste shipment from certain customers directly

related to the impact of COVID-19 including generator shutdowns and limited sustained operations, along with other factors.

we expect to see a gradual return in waste receipts from these customers starting in the first half of 2021 as they accelerate

COVID-19 disruption could have a material adverse effect on our business as our customers could curtail and reduce

capital and overall spending.

severity of the impact the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to,

the duration and severity of the pandemic, the extent and severity of the impact on our customers, the impact on governmental

programs and budgets, distribution of COVID-19 vaccines, the rate at which people are inoculated with the vaccines, and how quickly

and to what extent normal economic and operating conditions resume, all of which are uncertain and cannot be predicted with any

accuracy or confidence at this time.

Our future results of operations and liquidity could be adversely impacted by continued delays

in waste shipments and/or the recurrence of project work shut downs as well as potential partial/full shutdown of any of our facilities

due to COVID-19.

Relating to our Business and Operations

to maintain our financial assurance coverage that we are required to have in order to operate our permitted treatment, storage and

disposal facilities could have a material adverse effect on us.

maintain finite risk insurance policies and bonding mechanisms which provide financial assurance to the applicable states for

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Our revenues from governmental contracts and subcontracts relating to governmental

facilities within our segments were approximately $59,985,000, or 81.7%, and $35,944,000, or 72.6%, of our consolidated operating

revenues for 2019 and 2018, respectively.

Most of our government contracts or our subcontracts granted under government contracts

are awarded through a regulated competitive bidding process.

Some government contracts are awarded to multiple competitors, which

increase overall competition and pricing pressure and may require us to make sustained post-award efforts to realize revenues

under these government contracts.

All contracts with, or subcontracts involving, the U.S federal government are terminable, or

subject to renegotiation, by the applicable governmental agency on 30 days notice, at the option of the governmental agency.

contracts/task order agreements that we are a party to with Canadian governmental authorities generally provide that the government

authorities may terminate the contracts/task order agreements at any time for any reason for convenience.

If we fail to maintain

or replace these relationships, or if a material contract is terminated or renegotiated in a manner that is materially adverse

to us, our revenues and future operations could be materially adversely affected.

facilities within our segments were approximately $96,582,000, or 91.6%, and $59,985,000, or 81.7%, of our consolidated revenues

for 2020 and 2019, respectively.

Most of our government contracts or our subcontracts granted under government contracts are awarded

through a regulated competitive bidding process.

Some government contracts are awarded to multiple competitors, which increase

overall competition and pricing pressure and may require us to make sustained post-award efforts to realize revenues under these

government contracts.

All contracts with, or subcontracts involving, the U.S federal government are terminable, or subject to

renegotiation, by the applicable governmental agency on 30 days notice, at the option of the governmental agency.

The contracts/task

order agreements that we are a party to with Canadian governmental authorities generally provide that the government authorities

may terminate the contracts/task order agreements at any time for any reason for convenience.

If we fail to maintain or replace

these relationships, or if a material contract is terminated or renegotiated in a manner that is materially adverse to us, our

revenues and future operations could be materially adversely affected.

existing and future customers may reduce or halt their spending on hazardous waste and nuclear services with outside vendors,

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events could result in or cause government clients to terminate or cancel existing contracts involving us to treat, store or dispose

of contaminated waste and/or to perform remediation projects, at one or more of government sites since all contracts with, or

subcontracts involving, the federal government are terminable upon or subject to renegotiation at the option of the government

on 30 days notice and contracts/task order agreements that we are a party to with Canadian governmental authorities generally

provide that the government authorities may terminate the contracts/task order agreements at any time for any reason for convenience.

These events also could adversely affect us to the extent that they result in the reduction or elimination of contractual requirements,

lower demand for nuclear services, burdensome regulation, disruptions of shipments or production, increased operational costs

or difficulties or increased liability for actual or threatened property damage or personal injury.

downturns, reductions in government funding or other events beyond our control (such as the impact of the Coronavirus)

could have a material negative impact on our businesses.

Demand for our services has been, and we expect that demand will

continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including, without limitation,

economic conditions, reductions in the budget for spending to remediate federal sites due to numerous reasons including, without

limitation, the substantial deficits that the federal government has and is continuing to incur, and/or the impact resulting from

the Coronavirus (or Covid-19).

During economic downturns, large budget deficits that the federal government and many states are

experiencing, and other events beyond our control, including, but not limited to the Coronavirus, the ability of private and government

entities to spend on waste services, including nuclear services, may decline significantly.

Our operations depend, in large part,

upon governmental funding, particularly funding levels at the DOE.

Significant reductions in the level of governmental funding

(for example, the annual budget of the DOE) or specifically mandated levels for different programs that are important to our business

or the government declaring an emergency for reasons beyond our control (such as the Coronavirus), resulting in the delay or termination

of remediation projects at federal or other sites or delay or termination of waste shipments from our customers to us could have

a material adverse impact on our business, financial position, results of operations and cash flows.

As a result of the Coronavirus,

we have been informed that certain field projects for remediation work are being suspended until further notice due to precautions

associated with the risk of potential virus spread among staff and client.

Additionally, at this time, certain customers have delayed

waste shipments to us into the second quarter of 2020 that were originally scheduled for the first quarter of 2020.

remediation projects we are working on and/or waste shipments to us from our customers could be further delayed/suspended due to

the Coronavirus.

of contaminated waste and/or to perform remediation projects, at one or more of government sites.

These events also could adversely

affect us to the extent that they result in the reduction or elimination of contractual requirements, lower demand for nuclear

services, burdensome regulation, disruptions of shipments or production, increased operational costs or difficulties or increased

liability for actual or threatened property damage or personal injury.

downturns, reductions in government funding or other events beyond our control (such as the continued impact of COVID-19) could

have a material negative impact on our businesses.

for our services has been, and we expect that demand will continue to be, subject to significant fluctuations due to a variety

of factors beyond our control, including, without limitation, economic conditions, reductions in the budget for spending to remediate

federal sites due to numerous reasons including, without limitation, the substantial deficits that the federal government has

and is continuing to incur, and/or the continued impact resulting from COVID-19.

During economic downturns, large budget deficits

that the federal government and many states are experiencing, and other events beyond our control, including, but not limited

to the impact from COVID-19, the ability of private and government entities to spend on waste services, including nuclear services,

may decline significantly.

Our operations depend, in large part, upon governmental funding (for example, the annual budget of

the DOE) or specifically mandated levels for different programs that are important to our business could have a material adverse

impact on our business, financial position, results of operations and cash flow.

loss of one or a few customers could have an adverse effect on us.

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of operations.

are a holding company and depend, in large part, on receiving funds from our subsidiaries to fund our indebtedness.

we are a holding company and operations are conducted through our subsidiaries, our ability to meet our obligations depends, in

large part, on the operating performance and cash flows of our subsidiaries.

Treatment Segment has limited end disposal sites to utilize to dispose of its waste which could significantly impact our results

of operations.

Treatment Segment has limited options available for disposal of its nuclear waste.

Currently, there are only three disposal sites,

each site having different owners, for our low-level radioactive waste we receive from non-governmental sites, allowing us to

take advantage of the pricing competition between the three sites.

If any of these disposal sites ceases to accept waste or closes

for any reason or refuses to accept the waste of our Treatment Segment, for any reason, we would have limited remaining site to

dispose of our nuclear waste.

With limited end disposal site to dispose of our waste, we could be subject to significantly increased

costs which could negatively impact our results of operations.

operations are subject to seasonal factors, which cause our revenues to fluctuate.

have historically experienced reduced revenues and losses during the first and fourth quarters of our fiscal years due to a seasonal

slowdown in operations from poor weather conditions, overall reduced activities during these periods resulting from holiday periods,

and finalization of government budgets during the fourth quarter of each year.

During our second and third fiscal quarters there

has historically been an increase in revenues and operating profits.

If we do not continue to have increased revenues and profitability

during the second and third fiscal quarters, this could have a material adverse effect on our results of operations and liquidity.

are engaged in highly competitive businesses and typically must bid against other competitors to obtain major contracts.

are engaged in highly competitive business in which most of our government contracts and some of our commercial contracts are

awarded through competitive bidding processes.

We compete with national, international (primarily Canada currently) and regional

firms with nuclear and/or hazardous waste services practices, as well as small or local contractors.

Some of our competitors have

greater financial and other resources than we do, which can give them a competitive advantage.

In addition, even if we are qualified

to work on a new government contract, we might not be awarded the contract because of existing government policies designed to

protect certain types of businesses and under-represented minority contractors.

Although we believe we have the ability to certify

and bid government contract as a small business, there are a number of qualified small businesses in our market that will provide

intense competition.

For international business, which we continue to focus on, there are additional competitors, many from within

the country the work is to be performed, making winning work in foreign countries more challenging.

Competition places downward

pressure on our contract prices and profit margins.

If we are unable to meet these competitive challenges, we could lose market

share and experience on overall reduction in our profits.

bear the risk of cost overruns in fixed-price contracts.

We may experience reduced profits or, in some cases, losses under these

contracts if costs increase above our estimates.

revenues may be earned under contracts that are fixed-price or maximum price in nature.

Fixed-price contracts expose us to a number

of risks not inherent in cost-reimbursable contracts.

Under fixed price and guaranteed maximum-price contracts, contract prices

are established in part on cost and scheduling estimates which are based on a number of assumptions, including assumptions about

future economic conditions, prices and availability of labor, equipment and materials, and other exigencies.

If these estimates

prove inaccurate, or if circumstances change such as unanticipated technical problems, difficulties in obtaining permits or approvals,

changes in laws or labor conditions, weather delays, cost of raw materials, our suppliers’

or subcontractors’

to perform, and/or other events beyond our control, such as the impact of the Coronavirus, cost overruns may occur and we could

experience reduced profits or, in some cases, a loss for that project.

Errors or ambiguities as to contract specifications can

also lead to cost-overruns.

bonding is necessary for us to win certain types of new work and support facility closure requirements.

are often required to provide performance bonds to customers under certain of our contracts, primarily within our Services Segment.

These surety instruments indemnify the customer if we fail to perform our obligations under the contract.

If a bond is required

for a particular project and we are unable to obtain it due to insufficient liquidity or other reasons, we may not be able to

pursue that project.

In addition, we provide bonds to support financial assurance in the event of facility closure pursuant to

state requirements.

We currently have a bonding facility but, the issuance of bonds under that facility is at the surety’s

sole discretion.

Moreover, due to events that affect the insurance and bonding markets generally, bonding may be more difficult

to obtain in the future or may only be available at significant additional cost.

There can be no assurance that bonds will continue

to be available to us on reasonable terms.

Our inability to obtain adequate bonding and, as a result, to bid on new work could

have a material adverse effect on our business, financial condition and results of operations.

we cannot maintain our governmental permits or cannot obtain required permits, we may not be able to continue or expand our operations.

are a nuclear services and waste management company.

Our business is subject to extensive, evolving, and increasingly stringent

federal, state, and local environmental laws and regulations.

Such federal, state, and local environmental laws and regulations

govern our activities regarding the treatment, storage, recycling, disposal, and transportation of hazardous and non-hazardous

waste and low-level radioactive waste.

We must obtain and maintain permits or licenses to conduct these activities in compliance

with such laws and regulations.

Failure to obtain and maintain the required permits or licenses would have a material adverse

effect on our operations and financial condition.

If any of our facilities are unable to maintain currently held permits or licenses

or obtain any additional permits or licenses which may be required to conduct its operations, we may not be able to continue those

operations at these facilities, which could have a material adverse effect on us.

Related to Laws and Regulations

a government contractor, we are subject to extensive government regulation, and our failure to comply with applicable regulations

could subject us to penalties that may restrict our ability to conduct our business.

governmental contracts, which include significant amount from the DOE or subcontracts relating to DOE sites, are a significant

part of our business.

governmental contracts or subcontracts relating to DOE sites, are a significant part of our business.

Allowable costs under U.S.

government contracts are subject to audit by the U.S.

If these audits

result in determinations that costs claimed as reimbursable are not allowed costs or were not allocated in accordance with applicable

regulations, we could be required to reimburse the U.S.

If these audits result in determinations that costs claimed

as reimbursable are not allowed costs or were not allocated in accordance with applicable regulations, we could be required to

reimburse the U.S.

government for amounts previously received.

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of these regulations, requirements or statutes.

are a holding company and depend, in large part, on receiving funds from our subsidiaries to fund our indebtedness.

we are a holding company and operations are conducted through our subsidiaries, our ability to meet our obligations depends, in

large part, on the operating performance and cash flows of our subsidiaries.

of certain key personnel could have a material adverse effect on us.

success depends on the contributions of our key management, environmental and engineering personnel.

Our future success depends

on our ability to retain and expand our staff of qualified personnel, including environmental specialists and technicians, sales

personnel, and engineers.

Without qualified personnel, we may incur delays in rendering our services or be unable to render certain

We cannot be certain that we will be successful in our efforts to attract and retain qualified personnel as their availability

is limited due to the demand for hazardous waste management services and the highly competitive nature of the hazardous waste

management industry.

We do not maintain key person insurance on any of our employees, officers, or directors.

in environmental regulations and enforcement policies could subject us to additional liability and adversely affect our ability

1 unchanged sentence

cannot predict the extent to which our operations may be affected by future governmental enforcement policies as applied to existing

laws, by changes to current environmental laws and regulations, or by the enactment of new environmental laws and regulations.

Any predictions regarding possible liability under such laws are complicated further by current environmental laws which provide

that we could be liable, jointly and severally, for certain activities of third parties over whom we have limited or no control.

Treatment Segment has limited end disposal sites to utilize to dispose of its waste which could significantly impact our results

of operations.

Treatment Segment has limited options available for disposal of its nuclear waste.

Currently, there are only three disposal sites,

each site having different owners, for our low-level radioactive waste we receive from non-governmental sites, allowing us to

take advantage of the pricing competition between the three sites.

If any of these disposal sites ceases to accept waste or closes

for any reason or refuses to accept the waste of our Treatment Segment, for any reason, we would have limited remaining site to

dispose of our nuclear waste.

With limited end disposal site to dispose of our waste, we could be subject to significantly increased

costs which could negatively impact our results of operations.

environmental laws, by changes to current environmental laws and regulations, or by the enactment of new environmental laws and

Any predictions regarding possible liability under such laws are complicated further by current environmental laws

which provide that we could be liable, jointly and severally, for certain activities of third parties over whom we have limited

or no control.

businesses subject us to substantial potential environmental liability.

26 unchanged sentences

and expansion.

operations are subject to seasonal factors, which cause our revenues to fluctuate.

have historically experienced reduced revenues and losses during the first and fourth quarters of our fiscal years due to a seasonal

slowdown in operations from poor weather conditions, overall reduced activities during these periods resulting from holiday periods,

and finalization of government budgets during the fourth quarter of each year.

During our second and third fiscal quarters there

has historically been an increase in revenues and operating profits.

If we do not continue to have increased revenues and profitability

during the second and third fiscal quarters, this could have a material adverse effect on our results of operations and liquidity.

environmental regulation or enforcement is relaxed, the demand for our services will decrease.

21 unchanged sentences

and our business.

may be exposed to certain regulatory and financial risks related to climate change .

change is receiving ever increasing attention from scientists and legislators alike.

The debate is ongoing as to the extent to

which our climate is changing, the potential causes of this change and its potential impacts.

Some attribute global warming to

increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts

to limit greenhouse gas emissions.

Presently there are no federally mandated greenhouse gas reduction requirements in the United

However, there are a number of legislative and regulatory proposals to address greenhouse gas emissions, which are in

various phases of discussion or implementation.

The outcome of federal and state actions to address global climate change could

result in a variety of regulatory programs including potential new regulations.

Any adoption by federal or state governments mandating

a substantial reduction in greenhouse gas emissions could increase costs associated with our operations.

Until the timing, scope

and extent of any future regulation becomes known, we cannot predict the effect on our financial position, operating results and

may not be successful in winning new business mandates from our government and commercial customers or international customers.

must be successful in winning mandates from our government, commercial customers and international customers to replace revenues

from projects that we have completed or that are nearing completion and to increase our revenues.

Our business and operating results

can be adversely affected by the size and timing of a single material contract.

elimination or any modification of the Price-Anderson Acts indemnification authority could have adverse consequences for our business.

15 unchanged sentences

fail to retain our services in the absence of commercial adequate insurance and indemnification.

are engaged in highly competitive businesses and typically must bid against other competitors to obtain major contracts.

are engaged in highly competitive business in which most of our government contracts and some of our commercial contracts are

awarded through competitive bidding processes.

We compete with national, international (primarily Canada currently) and regional

firms with nuclear and/or hazardous waste services practices, as well as small or local contractors.

Some of our competitors have

greater financial and other resources than we do, which can give them a competitive advantage.

In addition, even if we are qualified

to work on a new government contract, we might not be awarded the contract because of existing government policies designed to

protect certain types of businesses and under-represented minority contractors.

Although we believe we have the ability to certify

and bid government contract as a small business, there are a number of qualified small businesses in our market that will provide

intense competition.

For international business, which we continue to focus on, there are additional competitors, many from within

the country the work is to be performed, making winning work in foreign countries more challenging.

Competition places downward

pressure on our contract prices and profit margins.

If we are unable to meet these competitive challenges, we could lose market

share and experience on overall reduction in our profits.

failure to maintain our safety record could have an adverse effect on our business.

safety record is critical to our reputation.

In addition, many of our government and commercial customers require that we maintain

certain specified safety record guidelines to be eligible to bid for contracts with these customers.

Furthermore, contract terms

may provide for automatic termination in the event that our safety record fails to adhere to agreed-upon guidelines during performance

of the contract.

As a result, our failure to maintain our safety record could have a material adverse effect on our business,

financial condition and results of operations.

may be unable to utilize loss carryforwards in the future.

have approximately $20,548,000 and $57,809,000 in net operating loss carryforwards for federal and state income tax purposes,

respectively, which will expire in various amounts starting in 2021 if not used against future federal and state income tax liabilities,

respectively.

Approximately $12,199,000 of our federal net operating loss carryforwards were generated after December 31, 2017

ad thus do not expire.

Our net loss carryforwards are subject to various limitations.

Our ability to use the net loss carryforwards

depends on whether we are able to generate sufficient income in the future years.

Further, our net loss carryforwards have not

been audited or approved by the Internal Revenue Service.

Relating to our Financial Performance and Position and Need for Financing

any of our permits, other intangible assets, and tangible assets becomes impaired, we may be required to record significant charges

10 unchanged sentences

Such impairment charges could negatively impact our results of operations.

bear the risk of cost overruns in fixed-price contracts.

We may experience reduced profits or, in some cases, losses under these

contracts if costs increase above our estimates.

revenues may be earned under contracts that are fixed-price or maximum price in nature.

Fixed-price contracts expose us to a number

of risks not inherent in cost-reimbursable contracts.

Under fixed price and guaranteed maximum-price contracts, contract prices

are established in part on cost and scheduling estimates which are based on a number of assumptions, including assumptions about

future economic conditions, prices and availability of labor, equipment and materials, and other exigencies.

If these estimates

prove inaccurate, or if circumstances change such as unanticipated technical problems, difficulties in obtaining permits or approvals,

changes in laws or labor conditions, weather delays, cost of raw materials, our suppliers’

or subcontractors’

to perform, and/or other events beyond our control, such as the impact of the Coronavirus, cost overruns may occur and

we could experience reduced profits or, in some cases, a loss for that project.

Errors or ambiguities as to contract specifications

can also lead to cost-overruns.

bonding is necessary for us to win certain types of new work and support facility closure requirements.

are often required to provide performance bonds to customers under certain of our contracts, primarily within our Services Segment.

These surety instruments indemnify the customer if we fail to perform our obligations under the contract.

If a bond is required

for a particular project and we are unable to obtain it due to insufficient liquidity or other reasons, we may not be able to

pursue that project.

In addition, we provide bonds to support financial assurance in the event of facility closure pursuant to

state requirements.

We currently have a bonding facility but, the issuance of bonds under that facility is at the surety’s

sole discretion.

Moreover, due to events that affect the insurance and bonding markets generally, bonding may be more difficult

to obtain in the future or may only be available at significant additional cost.

There can be no assurance that bonds will continue

to be available to us on reasonable terms.

Our inability to obtain adequate bonding and, as a result, to bid on new work could

have a material adverse effect on our business, financial condition and results of operations.

to maintain effective internal control over financial reporting or failure to remediate a material weakness in internal control

over financial reporting could have a material adverse effect on our business, operating results, and stock price.

effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important

in helping to prevent financial fraud.

If we are unable to maintain adequate internal controls, our business and operating results

could be harmed.

We are required to satisfy the requirements of Section 404(a) of Sarbanes Oxley and the related rules of the

Commission, which require, among other things, management to assess annually the effectiveness of our internal control over financial

If we are unable to maintain adequate internal control over financial reporting or effectively remediate any material

weakness identified in internal control over financial reporting, there is a reasonable possibility that a misstatement of our

annual or interim financial statements will not be prevented or detected in a timely manner.

If we cannot produce reliable financial

reports, investors could lose confidence in our reported financial information, the market price of our common stock could decline

significantly, and our business, financial condition, and reputation could be harmed.

failures, interruptions or breaches of security and other cyber security risks could have an adverse effect on our financial condition

and results of operations.

are subject to certain operational risks to our information systems.

Because of efforts on the part of computer hackers and cyberterrorists

to breach data security of companies, we face risk associated with potential failures to adequately protect critical corporate,

customer and employee data.

As part of our business, we develop and retain confidential data about us and our customers, including

We also rely on the services of a variety of vendors to meet our data processing and communications needs.

our implemented security measures and established policies, we cannot be certain that all of our systems are entirely free from

vulnerability to attack or other technological difficulties or failures or failures on the part of our employees to follow our

established security measures and policies.

Information security risks have increased significantly.

Our technologies, systems,

and networks may become the target of cyber-attacks, computer viruses, malicious code, or information security breaches that could

result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our customers’

confidential,

proprietary and other information and the disruption of our business operations.

A security breach could adversely impact our

customer relationships, reputation and operation and result in violations of applicable privacy and other laws, financial loss

to us or to our customers or to our employees, and litigation exposure.

While we maintain a system of internal controls and procedures,

any breach, attack, or failure as discussed above could have a material adverse impact on our business, financial condition, and

results of operations or liquidity.

is also an increasing attention on the importance of cybersecurity relating to infrastructure.

This creates the potential for

future developments in regulations relating to cybersecurity that may adversely impact us, our customers and how we offer our

services to our customers.

Relating to our Intellectual Property

we cannot maintain our governmental permits or cannot obtain required permits, we may not be able to continue or expand our operations.

are a nuclear services and waste management company.

Our business is subject to extensive, evolving, and increasingly stringent

federal, state, and local environmental laws and regulations.

Such federal, state, and local environmental laws and regulations

govern our activities regarding the treatment, storage, recycling, disposal, and transportation of hazardous and non-hazardous

waste and low-level radioactive waste.

We must obtain and maintain permits or licenses to conduct these activities in compliance

with such laws and regulations.

Failure to obtain and maintain the required permits or licenses would have a material adverse

effect on our operations and financial condition.

If any of our facilities are unable to maintain currently held permits or licenses

or obtain any additional permits or licenses which may be required to conduct its operations, we may not be able to continue those

operations at these facilities, which could have a material adverse effect on us.

believe our proprietary technology is important to us.

believe that it is important that we maintain our proprietary technologies.

There can be no assurance that the steps taken by

us to protect our proprietary technologies will be adequate to prevent misappropriation of these technologies by third parties.

Misappropriation of our proprietary technology could have an adverse effect on our operations and financial condition.

to current environmental laws and regulations also could limit the use of our proprietary technology.

Relating to our Financial Position and Need for Financing

of any of the covenants in our credit facility could result in a default, triggering repayment of outstanding debt under the credit

facility and the termination of our credit facility.

credit facility with our bank contains financial covenants.

10 unchanged sentences

requirement so that we are in compliance, our lender could accelerate the payment of our borrowings under our credit facility

In such event, we may not have sufficient liquidity to repay our debt under our credit facility and other indebtedness.

and terminate our credit facility.

In such event, we may not have sufficient liquidity to repay our debt under our credit facility

and other indebtedness.

debt and borrowing availability under our credit facility could adversely affect our operations.

December 31, 2019, our aggregate consolidated debt was approximately $3,880,000.

Our Amended and Restated Revolving Credit, Term

Loan and Security Agreement, dated October 31, 2011, as subsequently amended (“Revised Loan Agreement”) provides for

a total credit facility commitment of approximately $18,100,000, consisting of a $12,000,000 revolving line of credit and a term

loan of $6,100,000.

The maximum we can borrow under the revolving part of the credit facility is based on a percentage of the

amount of our eligible receivables outstanding at any one time reduced by outstanding standby letters of credit and any borrowing

reduction that our lender may impose from time to time.

At December 31, 2019, we had borrowings under the revolving part of our

credit facility of approximately $321,000 and borrowing availability of up to an additional $8,714,000.

A lack of positive operating

results could have material adverse consequences on our ability to operate our business.

Our ability to make principal and interest

payments, to refinance indebtedness, and borrow under our credit facility will depend on both our and our subsidiaries’

December 31, 2020, our aggregate consolidated debt was approximately $6,729,000, which included our PPP Loan balance of approximately

We have applied for loan forgiveness on the entire PPP Loan balance which is subject to the review and approval of

our lender and the SBA.

Our Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated May 8, 2020 provides

for a total credit facility commitment of approximately $19,742,000, consisting of a $18,000,000 revolving line of credit and

a term loan balance of approximately $1,742,000.

The maximum we can borrow under the revolving part of the credit facility is

based on a percentage of the amount of our eligible receivables outstanding at any one time reduced by outstanding standby letters

of credit and any borrowing reduction that our lender may impose from time to time.

At December 31, 2020, we had no borrowing

under the revolving part of our credit facility and borrowing availability of up to an additional $14,220,000.

A lack of positive

operating results could have material adverse consequences on our ability to operate our business.

Our ability to make principal

and interest payments, to refinance indebtedness, and borrow under our credit facility will depend on both our and our subsidiaries’

future operating performance and cash flow.

18 unchanged sentences

operations depends on our ability to generate profitable operations or complete equity or debt financings to increase our capital.

may be unable to utilize loss carryforwards in the future.

have approximately $14,264,000 and $71,316,000 in net operating loss carryforwards for federal and state income tax purposes,

respectively, which will expire in various amounts starting in 2021 if not used against future federal and state income tax liabilities,

respectively.

Approximately $12,199,000 of our federal net operating loss carryforwards were generated after December 31, 2017

and thus do not expire.

Our net loss carryforwards are subject to various limitations.

Our ability to use the net loss carryforwards

depends on whether we are able to generate sufficient income in the future years.

Further, our net loss carryforwards have not

been audited or approved by the Internal Revenue Service.

Paycheck Protection Loan (“PPP Loan”) may be audited

April 2020, we received a PPP Loan under the CARES Act in the amount of approximately $5,666,000 which had a principal balance

of approximately $5,318,000 at December 31, 2020.

We are aware that PPP loans in excess of $2,000,000 may be subject to being

audited by the appropriate governmental authority.

If our PPP Loan is audited, it is currently unknown how our PPP Loan could

be affected by an audit.

An audit could result, among other things, in us being required to return all or a portion of our PPP

Relating to our Common Stock

31 unchanged sentences

Such future sales or conversions could also significantly reduce the percentage ownership of our common stockholders.

law, certain of our charter provisions, our stock option plans, outstanding warrants and our Preferred Stock may inhibit a change

of control under circumstances that could give you an opportunity to realize a premium over prevailing market prices.

are a Delaware corporation governed, in part, by the provisions of Section 203 of the General Corporation Law of Delaware, an

anti-takeover law.

In general, Section 203 prohibits a Delaware public corporation from engaging in a “business combination”

with an “interested stockholder”

for a period of three years after the date of the transaction in which the person

became an interested stockholder, unless the business combination is approved in a prescribed manner.

As a result of Section 203,

potential acquirers may be discouraged from attempting to effect acquisition transactions with us, thereby possibly depriving

our security holders of certain opportunities to sell, or otherwise dispose of, such securities at above-market prices pursuant

to such transactions.

Further, certain of our option plans provide for the immediate acceleration of, and removal of restrictions

from, options and other awards under such plans upon a “change of control”

(as defined in the respective plans).

provisions may also have the result of discouraging acquisition of us.

have authorized and unissued 17,135,180 (which include shares issuable under outstanding options to purchase 681,300 shares of

our Common Stock and shares issuable under an outstanding warrant to purchase 60,000 shares of our Common Stock) shares of our

Common Stock and 2,000,000 shares of our Preferred Stock as of December 31, 2019 (which includes 50,000 shares of our Preferred

Stock reserved for issuance under our new preferred share rights plan discussed below).

These unissued shares could be used by

our management to make it more difficult for, and thereby discourage an attempt to acquire control of us.

Preferred Share Rights Plan may adversely affect our stockholders.

May 2018, the Company adopted a Preferred Share Purchase Rights Plan (“Rights Plan”).

Company adopted a Preferred Share Purchase Rights Plan (“Rights Plan”) dated May 2018.

As part of the Rights Plan,

34 unchanged sentences

Rights should not interfere with any merger or other business combination approved by our Board.

UNRESOLVED STAFF COMMENTS

of certain key personnel could have a material adverse effect on us.

success depends on the contributions of our key management, environmental and engineering personnel.

Our future success depends

on our ability to retain and expand our staff of qualified personnel, including environmental specialists and technicians, sales

personnel, and engineers.

Without qualified personnel, we may incur delays in rendering our services or be unable to render certain

We cannot be certain that we will be successful in our efforts to attract and retain qualified personnel as their availability

is limited due to the demand for hazardous waste management services and the highly competitive nature of the hazardous waste

management industry.

We do not maintain key person insurance on any of our employees, officers, or directors.

may not be successful in winning new business mandates from our government and commercial customers or international customers.

must be successful in winning mandates from our government, commercial customers and international customers to replace revenues

from projects that we have completed or that are nearing completion and to increase our revenues.

Our business and operating results

can be adversely affected by the size and timing of a single material contract.

failure to maintain our safety record could have an adverse effect on our business.

safety record is critical to our reputation.

In addition, many of our government and commercial customers require that we maintain

certain specified safety record guidelines to be eligible to bid for contracts with these customers.

Furthermore, contract terms

may provide for automatic termination in the event that our safety record fails to adhere to agreed-upon guidelines during performance

of the contract.

As a result, our failure to maintain our safety record could have a material adverse effect on our business,

financial condition and results of operations.

failures, interruptions or breaches of security and other cyber security risks could have an adverse effect on our financial condition

and results of operations.

are subject to certain operational risks to our information systems.

Because of efforts on the part of computer hackers and cyberterrorists

to breach data security of companies, we face risk associated with potential failures to adequately protect critical corporate,

customer and employee data.

As part of our business, we develop and retain confidential data about us and our customers, including

We also rely on the services of a variety of vendors to meet our data processing and communications needs.

our implemented security measures and established policies, we cannot be certain that all of our systems are entirely free from

vulnerability to attack or other technological difficulties or failures or failures on the part of our employees to follow our

established security measures and policies.

Information security risks have increased significantly.

Our technologies, systems,

and networks may become the target of cyber-attacks, computer viruses, malicious code, or information security breaches that could

result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our customers’

confidential,

proprietary and other information and the disruption of our business operations.

A security breach could adversely impact our

customer relationships, reputation and operation and result in violations of applicable privacy and other laws, financial loss

to us or to our customers or to our employees, and litigation exposure.

While we maintain a system of internal controls and procedures,

any breach, attack, or failure as discussed above could have a material adverse impact on our business, financial condition, and

results of operations or liquidity.

is also an increasing attention on the importance of cybersecurity relating to infrastructure.

This creates the potential for

future developments in regulations relating to cybersecurity that may adversely impact us, our customers and how we offer our

services to our customers.

may be exposed to certain regulatory and financial risks related to climate change .

change is receiving ever increasing attention from scientists and legislators alike.

The debate is ongoing as to the extent to

which our climate is changing, the potential causes of this change and its potential impacts.

Some attribute global warming to

increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts

to limit greenhouse gas emissions.

Presently there are no federally mandated greenhouse gas reduction requirements in the United

However, there are a number of legislative and regulatory proposals to address greenhouse gas emissions, which are in

various phases of discussion or implementation.

The outcome of federal and state actions to address global climate change could

result in a variety of regulatory programs including potential new regulations.

Any adoption by federal or state governments mandating

a substantial reduction in greenhouse gas emissions could increase costs associated with our operations.

Until the timing, scope

and extent of any future regulation becomes known, we cannot predict the effect on our financial position, operating results and

believe our proprietary technology is important to us.

believe that it is important that we maintain our proprietary technologies.

There can be no assurance that the steps taken by

us to protect our proprietary technologies will be adequate to prevent misappropriation of these technologies by third parties.

Misappropriation of our proprietary technology could have an adverse effect on our operations and financial condition.

to current environmental laws and regulations also could limit the use of our proprietary technology.

to maintain effective internal control over financial reporting or failure to remediate a material weakness in internal control

over financial reporting could have a material adverse effect on our business, operating results, and stock price.

effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important

in helping to prevent financial fraud.

If we are unable to maintain adequate internal controls, our business and operating results

could be harmed.

We are required to satisfy the requirements of Section 404 of Sarbanes Oxley and the related rules of the Commission,

which require, among other things, management to assess annually the effectiveness of our internal control over financial reporting.

If we are unable to maintain adequate internal control over financial reporting or effectively remediate any material weakness

identified in internal control over financial reporting, there is a reasonable possibility that a misstatement of our annual or

interim financial statements will not be prevented or detected in a timely manner.

If we cannot produce reliable financial reports,

investors could lose confidence in our reported financial information, the market price of our common stock could decline significantly,

and our business, financial condition, and reputation could be harmed.

law, certain of our charter provisions, our stock option plans, outstanding warrants and our Preferred Stock may inhibit a change

of control under circumstances that could give you an opportunity to realize a premium over prevailing market prices.

are a Delaware corporation governed, in part, by the provisions of Section 203 of the General Corporation Law of Delaware, an

anti-takeover law.

In general, Section 203 prohibits a Delaware public corporation from engaging in a “business combination”

with an “interested stockholder”

for a period of three years after the date of the transaction in which the person

became an interested stockholder, unless the business combination is approved in a prescribed manner.

As a result of Section 203,

potential acquirers may be discouraged from attempting to effect acquisition transactions with us, thereby possibly depriving

our security holders of certain opportunities to sell, or otherwise dispose of, such securities at above-market prices pursuant

to such transactions.

Further, certain of our option plans provide for the immediate acceleration of, and removal of restrictions

from, options and other awards under such plans upon a “change of control”

(as defined in the respective plans).

provisions may also have the result of discouraging acquisition of us.

have authorized and unissued 17,120,061 (which include shares issuable under outstanding options to purchase 658,400 shares of

our Common Stock and shares issuable under an outstanding warrant to purchase 60,000 shares of our Common Stock) shares of our

Common Stock and 2,000,000 shares of our Preferred Stock as of December 31, 2020 (which includes 50,000 shares of our Preferred

Stock reserved for issuance under our new preferred share rights plan discussed below).

These unissued shares could be used by

our management to make it more difficult for, and thereby discourage an attempt to acquire control of us.

STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors