What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-04-06 compared with 2021-03-29 · 455 added, 476 removed, 79 unchanged (92% of the section changed)

following are certain risk factors that could affect our business, financial performance, and results of operations.

factors should be considered in connection with evaluating the forward-looking statements contained in this Form 10-K, as the

forward-looking statements are based on current expectations, and actual results and conditions could differ materially from the

current expectations.

Investing in our securities involves a high degree of risk, and before making an investment decision, you

should carefully consider these risk factors as well as other information we include or incorporate by reference in the other

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

These risk factors

should be considered in connection with evaluating the forward-looking statements contained in this Form 10-K, as the forward-looking

statements are based on current expectations, and actual results and conditions could differ materially from the current expectations.

Investing in our securities involves a high degree of risk, and before making an investment decision, you should carefully consider these

risk factors as well as other information we include or incorporate by reference in the other reports we file with the Securities and

Exchange Commission (the “Commission”).

Related to COVID-19

2 unchanged sentences

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.

Our Treatment Segment’s revenue has been negatively impacted by continued waste shipment delays from

certain customers since the latter part of the first quarter of 2020 at the start of the pandemic.

Within our Services Segment, we experienced

delays in procurement actions and contract awards in the first half of 2021 and work under certain new projects won in the second half

of 2021 was curtailed/delayed from the impact of COVID-19, among other things.

At this time, we expect waste shipment receipts to improve

starting in the second quarter of 2022 as certain of our customers reinstates return-to-work schedules and activities under project to

start ramping up as the impact of COVID-19 starts to ease up.

However, the 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, impact from emergence of

potential new variants of the virus, the extent and severity of the impact on our customers, the impact on governmental programs and

budgets, 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 from

the continued impact of COVID-19, including continued delays in waste shipments and contract awards, and/or occurrence of project work

shut downs by our customers or us.

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

our permitted facilities in the event of unforeseen closure of those facilities.

We are required to provide and to maintain financial

assurance that guarantees to the state that in the event of closure, our permitted facilities will be closed in accordance with

the regulations.

In the event that we are unable to obtain or maintain our financial assurance coverage for any reason, this could

materially impact our operations and our permits which we are required to have in order to operate our treatment, storage, and

disposal facilities.

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 our permitted

facilities in the event of unforeseen closure of those facilities.

We are required to provide and to maintain financial assurance that

guarantees to the state that in the event of closure, our permitted facilities will be closed in accordance with the regulations.

the event that we are unable to obtain or maintain our financial assurance coverage for any reason, this could materially impact our

operations and our permits which we are required to have in order to operate our treatment, storage, and disposal facilities.

supply chain constraints may negatively impact our operations and our financial results.

use various commercially available materials and supplies which include among other things chemicals, containers/drums and personal protection

equipment (“PPE”) in our operations.

We generally source these items from various suppliers in order to take advantage of

competitive pricing.

also utilize various types of equipment, which include among other things trucks, flatbeds, lab equipment, heavy machineries, 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.

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 constraints, we

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 first

quarter of 2022.

The supply chain interruption delayed deployment of our new technology which negatively impacted our revenue for 2021

as associated revenue was not able to be generated.

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.

we cannot maintain adequate insurance coverage, we will be unable to continue certain operations.

business exposes us to various risks, including claims for causing damage to property and injuries to persons that may involve

allegations of negligence or professional errors or omissions in the performance of our services.

business exposes us to various risks, including claims for causing damage to property and injuries to persons that may involve allegations

of negligence or professional errors or omissions in the performance of our services.

Such claims could be substantial.

We believe that our insurance coverage is presently adequate and similar to, or greater than, the coverage maintained by other

companies in the industry of our size.

If we are unable to obtain adequate or required insurance coverage in the future, or if

our insurance is not available at affordable rates, we would violate our permit conditions and other requirements of the environmental

laws, rules, and regulations under which we operate.

We believe that

our insurance coverage is presently adequate and similar to, or greater than, the coverage maintained by other companies in the industry

If we are unable to obtain adequate or required insurance coverage in the future, or if our insurance is not available at

affordable rates, we would violate our permit conditions and other requirements of the environmental laws, rules, and regulations under

which we operate.

Such violations would render us unable to continue certain of our operations.

These events would have a material adverse effect on our financial condition.

inability to maintain existing government contracts or win new government contracts over an extended period could have a material

adverse effect on our operations and adversely affect our future revenues.

material amount of our Treatment and Services Segments’

revenues are generated through various government contracts or subcontracts

These events would have a material adverse

effect on our financial condition.

inability to maintain existing government contracts or win new government contracts over an extended period could have a material adverse

effect on our operations and adversely affect our future revenues.

material amount of our Treatment and Services Segments’ revenues are generated through various government contracts or subcontracts

(domestic and foreign (primarily Canadian)).

Our revenues from governmental contracts and subcontracts relating to governmental

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,

including us.

variety of factors may cause our existing or future customers (including government clients) to reduce or halt their spending

on hazardous waste and nuclear services from outside vendors, including us.

Our revenues from governmental contracts and subcontracts relating to governmental facilities

within our segments were approximately $60,812,000, or 84.2%, and $96,582,000, or 91.6%, of our consolidated revenues for

2021 and 2020, respectively.

Project work under contracts/task order agreements with Canadian government authorities has substantially

been completed.

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.

Contracts with,

or subcontracts involving, the U.S federal government are generally terminable for convenience at any time at the option of the governmental

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.

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, including

variety of factors may cause our existing or future customers (including government clients) to reduce or halt their spending on hazardous

waste and nuclear services from outside vendors, including us.

These factors include, but are not limited to:

terrorism, natural disasters or other incidents occurring at nuclear facilities or involving shipments of nuclear materials;

of government to approve necessary budgets, or to reduce the amount of the budget necessary, to fund remediation sites, including

DOE and DOD sites;

terrorism, natural disasters or other incidents occurring at nuclear facilities or involving

shipments of nuclear materials;

of government to approve necessary budgets, or to reduce the amount of the budget necessary,

to fund remediation sites, including DOE and DOD sites;

opposition to or changes in government policies regarding nuclear operations;

3 unchanged sentences

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.

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.

1 unchanged sentence

portion of our revenue in any one year or over a period of several consecutive years.

Because customers generally contract with

us for specific projects, we may lose these significant customers from year to year as their projects with us are completed.

inability to replace the business with other similar significant projects could have an adverse effect on our business and results

of operations.

Because customers generally contract with us for

specific projects, we may lose these significant customers from year to year as their projects with us are completed.

Our inability to

replace the business with other similar significant projects could have an adverse effect on our business and results 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.

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 our nuclear waste.

Currently, there are only four commercial disposal

sites for our low-level radioactive waste and four commercial disposal sites for our very low-level activity waste we receive from non-governmental

sites, allowing us to take advantage of the pricing competition between these sites.

If one or more of these commercial 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.

2 unchanged sentences

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.

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.

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, regional firms and some international 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.

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.

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,

continued supply chain interruptions, weather delays, cost of raw materials, our suppliers’ or subcontractors’ inability

to perform, and/or other events beyond our control, such as the impact of COVID-19, 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.

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.

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

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.

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

We must obtain and maintain permits or licenses to conduct these activities in compliance with such laws and regulations.

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.

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 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.

government for amounts previously received.

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.

for amounts previously received.

contracts or subcontracts involving governmental facilities are often subject to specific procurement regulations, contract provisions

and a variety of other requirements relating to the formation, administration, performance and accounting of these contracts.

Many of these contracts include express or implied certifications of compliance with applicable regulations and contractual provisions.

If we fail to comply with any regulations, requirements or statutes, our existing governmental contracts or subcontracts involving

governmental facilities could be terminated or we could be suspended from government contracting or subcontracting.

more of our governmental contracts or subcontracts are terminated for any reason, or if we are suspended or debarred from government

work, we could suffer a significant reduction in expected revenues and profits.

Furthermore, as a result of our governmental contracts

or subcontracts involving governmental facilities, claims for civil or criminal fraud may be brought by the government or violations

of these regulations, requirements or statutes.

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

to continue certain operations.

these contracts include express or implied certifications of compliance with applicable regulations and contractual provisions.

fail to comply with any regulations, requirements or statutes, our existing governmental contracts or subcontracts involving governmental

facilities could be terminated or we could be suspended from government contracting or subcontracting.

If one or more of our governmental

contracts or subcontracts are terminated for any reason, or if we are suspended or debarred from government work, we could suffer a significant

reduction in expected revenues and profits.

Furthermore, as a result of our governmental contracts or subcontracts involving governmental

facilities, claims for civil or criminal fraud may be brought by the government or violations of these regulations, requirements or statutes.

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

certain operations.

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

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.

environmental 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.

businesses subject us to substantial potential environmental liability.

business of rendering services in connection with management of waste, including certain types of hazardous waste, low-level radioactive

waste, and mixed waste (waste containing both hazardous and low-level radioactive waste), subjects us to risks of liability for

waste, and mixed waste (waste containing both hazardous and low-level radioactive waste), subjects us to risks of liability for damages.

Such liability could involve, without limitation:

for clean-up costs, personal injury or damage to the environment in cases in which we are held responsible for the release

of hazardous or radioactive materials;

of employees, customers, or third parties for personal injury or property damage occurring in the course of our operations;

alleging negligence or professional errors or omissions in the planning or performance of our services.

for clean-up costs, personal injury or damage to the environment in cases in which we are

held responsible for the release of hazardous or radioactive materials;

of employees, customers, or third parties for personal injury

or property damage occurring in the course of our operations;

alleging negligence or professional errors or omissions in

the planning or performance of our services.

operations are subject to numerous environmental laws and regulations.

We have in the past, and could in the future, be subject

to substantial fines, penalties, and sanctions for violations of environmental laws and substantial expenditures as a responsible

party for the cost of remediating any property which may be contaminated by hazardous substances generated by us and disposed

at such property, or transported by us to a site selected by us, including properties we own or lease.

We have in the past, and could in the future, be subject to substantial

fines, penalties, and sanctions for violations of environmental laws and substantial expenditures as a responsible party for the cost

of remediating any property which may be contaminated by hazardous substances generated by us and disposed at such property, or transported

by us to a site selected by us, including properties we own or lease.

our operations expand, we may be subject to increased litigation, which could have a negative impact on our future financial results.

operations are highly regulated and we are subject to numerous laws and regulations regarding procedures for waste treatment,

storage, recycling, transportation, and disposal activities, all of which may provide the basis for litigation against us.

recent years, the waste treatment industry has experienced a significant increase in so-called “toxic-tort”

as those injured by contamination seek to recover for personal injuries or property damage.

We believe that, as our operations

and activities expand, there will be a similar increase in the potential for litigation alleging that we have violated environmental

laws or regulations or are responsible for contamination or pollution caused by our normal operations, negligence or other misconduct,

or for accidents, which occur in the course of our business activities.

Such litigation, if significant and not adequately insured

against, could adversely affect our financial condition and our ability to fund our operations.

Protracted litigation would likely

cause us to spend significant amounts of our time, effort, and money.

This could prevent our management from focusing on our operations

and expansion.

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

demand for our services is substantially dependent upon the public’s concern with, and the continuation and proliferation

of, the laws and regulations governing the treatment, storage, recycling, and disposal of hazardous, non-hazardous, and low-level

radioactive waste.

A decrease in the level of public concern, the repeal or modification of these laws, or any significant relaxation

of regulations relating to the treatment, storage, recycling, and disposal of hazardous waste and low-level radioactive waste

would significantly reduce the demand for our services and could have a material adverse effect on our operations and financial

We are not aware of any current federal or state government or agency efforts in which a moratorium or limitation has

been, or will be, placed upon the creation of new hazardous or radioactive waste regulations that would have a material adverse

effect on us;

however, no assurance can be made that such a moratorium or limitation will not be implemented in the future.

operations are highly regulated and we are subject to numerous laws and regulations regarding procedures for waste treatment, storage,

recycling, transportation, and disposal activities, all of which may provide the basis for litigation against us.

In recent years, the

waste treatment industry has experienced a significant increase in so-called “toxic-tort” litigation as those injured by

contamination seek to recover for personal injuries or property damage.

We believe that, as our operations and activities expand, there

will be a similar increase in the potential for litigation alleging that we have violated environmental laws or regulations or are responsible

for contamination or pollution caused by our normal operations, negligence or other misconduct, or for accidents, which occur in the

course of our business activities.

Such litigation, if significant and not adequately insured against, could adversely affect our financial

condition and our ability to fund our operations.

Protracted litigation would likely cause us to spend significant amounts of our time,

effort, and money.

This could prevent our management from focusing on our operations and expansion.

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

demand for our services is substantially dependent upon the public’s concern with, and the continuation and proliferation of, the

laws and regulations governing the treatment, storage, recycling, and disposal of hazardous, non-hazardous, and low-level radioactive

A decrease in the level of public concern, the repeal or modification of these laws, or any significant relaxation of regulations

relating to the treatment, storage, recycling, and disposal of hazardous waste and low-level radioactive waste could significantly reduce

the demand for our services and could have a material adverse effect on our operations and financial condition.

We are not aware of any

current federal or state government or agency efforts in which a moratorium or limitation has been, or will be, placed upon the creation

of new hazardous or radioactive waste regulations that would have a material adverse effect on us;

however, no assurance can be made

that such a moratorium or limitation will not be implemented in the future.

and our customers operate in a politically sensitive environment, and the public perception of nuclear power and radioactive materials

1 unchanged sentence

and our customers operate in a politically sensitive environment.

Opposition by third parties to particular projects can limit

the handling and disposal of radioactive materials.

Adverse public reaction to developments in the disposal of radioactive materials,

including any high-profile incident involving the discharge of radioactive materials, could directly affect our customers and

indirectly affect our business.

Adverse public reaction also could lead to increased regulation or outright prohibition, limitations

on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse

impact on our customers’

Opposition by third parties to particular projects can limit the handling

and disposal of radioactive materials.

Adverse public reaction to developments in the disposal of radioactive materials, including any

high-profile incident involving the discharge of radioactive materials, could directly affect our customers and indirectly affect our

Adverse public reaction also could lead to increased regulation or outright prohibition, limitations on the activities of our

customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers’

and our business.

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

Atomic Energy Act of 1954, as amended, or the AEA, comprehensively regulates the manufacture, use, and storage of radioactive

The Price-Anderson Act (“PAA”) supports the nuclear services industry by offering broad indemnification

to DOE contractors for liabilities arising out of nuclear incidents at DOE nuclear facilities.

That indemnification protects DOE

prime contractor, but also similar companies that work under contract or subcontract for a DOE prime contract or transporting

radioactive material to or from a site.

The indemnification authority of the DOE under the PAA was extended through 2025 by the

Energy Policy Act of 2005.

certain conditions, the PAA’s indemnification provisions may not apply to our processing of radioactive waste at governmental

facilities, and may not apply to liabilities that we might incur while performing services as a contractor for the DOE and the

nuclear energy industry.

If an incident or evacuation is not covered under PAA indemnification, we could be held liable for damages,

regardless of fault, which could have an adverse effect on our results of operations and financial condition.

If such indemnification

authority is not applicable in the future, our business could be adversely affected if the owners and operators of new facilities

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

Atomic Energy Act of 1954, as amended, or the AEA, comprehensively regulates the manufacture, use, and storage of radioactive materials.

The Price-Anderson Act (“PAA”) supports the nuclear services industry by offering broad indemnification to DOE contractors

for liabilities arising out of nuclear incidents at DOE nuclear facilities.

That indemnification protects DOE prime contractor, but also

similar companies that work under contract or subcontract for a DOE prime contract or transporting radioactive material to or from a

The indemnification authority of the DOE under the PAA was extended through 2025 by the Energy Policy Act of 2005.

certain conditions, the PAA’s indemnification provisions may not apply to our processing of radioactive waste at governmental facilities,

and may not apply to liabilities that we might incur while performing services as a contractor for the DOE and the nuclear energy industry.

If an incident or evacuation is not covered under PAA indemnification, we could be held liable for damages, regardless of fault, which

could have an adverse effect on our results of operations and financial condition.

If such indemnification authority is not applicable

in the future, our business could be adversely affected if the owners and operators of new facilities fail to retain our services in

the absence of commercial adequate insurance and indemnification.

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

accounting principles generally accepted in the United States (“U.S.

GAAP”), we review our intangible and tangible

assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

are tested for impairment at least annually.

Factors that may be considered a change in circumstances, indicating that the carrying

value of our permit, other intangible assets, and tangible assets may not be recoverable, include a decline in stock price and

market capitalization, reduced future cash flow estimates, and slower growth rates in our industry.

We may be required, in the

future, to record impairment charges in our financial statements, in which any impairment of our permit, other intangible assets,

and tangible assets is determined.

Such impairment charges could negatively impact our results of operations.

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.

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

accounting principles generally accepted in the United States (“U.S.

GAAP”), we review our intangible and tangible assets

for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Our permits are tested for

impairment at least annually.

Factors that may be considered a change in circumstances, indicating that the carrying value of our permit,

other intangible assets, and tangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced

future cash flow estimates, and slower growth rates in our industry.

We may be required, in the future, to record impairment charges

in our financial statements, in which any impairment of our permit, other intangible assets, and tangible assets is determined.

impairment charges could negatively impact our results of operations.

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.

A breach of any of these covenants could result in a default under

our credit facility triggering our lender to immediately require the repayment of all outstanding debt under our credit facility

and terminate all commitments to extend further credit.

In the past, when we failed to meet our minimum quarterly fixed charge

coverage ratio (“FCCR”) requirement, our lender has either waived these instances of non-compliance or provided certain

amendments to our FCCR requirements which enabled us to meet our quarterly FCCR requirements.

Additionally, our lender has in

the past waived our quarterly FCCR testing requirements.

If we fail to meet any of our financial covenants going forward, including

the minimum quarterly FCCR requirement, and our lender does not further waive the non-compliance or further revise our covenant

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

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.

A breach of any of these covenants could result in a default under our credit

facility triggering our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all

commitments to extend further credit.

We failed to meet our quarterly fixed charge coverage ratio (“FCCR”) requirement for

the second and fourth quarters of 2021;

however, our lender waived these instances of non-compliance.

We were not required to perform

testing of our FCCR in the third quarter of 2021.

As a result of a recent amendment to our credit facility, our lender has removed the

FCCR testing requirement for the first quarter of 2022 and revised the methodology to be used in calculating the FCCR for the second

to the fourth quarters of 2022.

Additionally, in the past, when we also failed to meet our minimum FCCR requirement, our lender has either

waived these instances of non-compliance or provided certain amendments to our FCCR requirements which enabled us to meet our quarterly

FCCR requirements.

Additionally, our lender has in the past approved that testing of the FCCR is not required in certain quarters.

we fail to meet any of our financial covenants going forward, including the minimum quarterly FCCR requirement, and our lender does not

further waive the non-compliance or further revise our covenant requirement so that we are in compliance, our lender could accelerate

the payment of our borrowings under our credit facility 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 and/or operate our business.

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

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.

Prevailing economic conditions, interest rate levels, and financial, competitive,

business, and other factors affect us.

Many of these factors are beyond our control.

indebtedness could limit our financial and operating activities, and adversely affect our ability to incur additional debt to

fund future needs.

December 31, 2021, our aggregate consolidated debt was approximately $993,000.

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 has or may impose from time to time.

At December 31,

2021, we had no borrowing under the revolving part of our credit facility and borrowing availability of up to an additional $8,692,000.

As a result of a recent amendment to our credit facility, we are required to maintain 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 our lender.

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.

Prevailing economic conditions, interest rate levels, and financial,

competitive, business, and other factors affect us.

Many of these factors are beyond our control, including the impact of COVID-19.

indebtedness could limit our financial and operating activities, and adversely affect our ability to incur additional debt to fund future

a result of our indebtedness, we could, among other things, be:

to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available

for operations and future business opportunities;

to dedicate a substantial portion of our cash flow to the payment of principal and interest,

thereby reducing the funds available for operations and future business opportunities;

it more difficult for us to satisfy our obligations;

our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt

service requirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all;

our ability to borrow additional money if needed for other purposes, including working capital,

capital expenditures, debt service requirements, acquisitions and general corporate or other

purposes, on satisfactory terms or at all;

our ability to adjust to changing economic, business and competitive conditions;

us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing;

us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic

us more susceptible to changes in credit ratings, which could impact our ability to obtain financing in the future and increase

the cost of such financing.

us at a competitive disadvantage with competitors who may have less indebtedness or greater

access to financing;

us more vulnerable to an increase in interest rates, a downturn in our operating performance

or a decline in general economic conditions;

us more susceptible to changes in credit ratings, which could impact our ability to obtain

financing in the future and increase the cost of such financing.

of the foregoing could adversely impact our operating results, financial condition, and liquidity.

Our ability to continue our

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

Our ability to continue our 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 $19,920,000 and $72,767,000 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.

respectively and expires in various amounts starting in 2021 if not used against future federal and state income tax liabilities, respectively.

Approximately $19,725,000 of our federal net operating loss carryforwards were generated after December 31, 2017 and thus do not

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

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 Common Stock

of substantial amounts of our Common Stock could depress our stock price.

sales of substantial amounts of our Common Stock in the public market could cause an adverse effect on the market price of our

Common Stock and could impair our ability to raise capital through the sale of additional equity securities.

The issuance of our

Common Stock will result in the dilution in the percentage membership interest of our stockholders and the dilution in ownership

At December 31, 2020, we had 12,153,897 shares of Common Stock outstanding.

addition, at December 31, 2020, we had outstanding options to purchase 658,400 shares of our Common Stock at exercise prices ranging

from $2.79 to $7.29 per share.

Further, our preferred share rights plan, if triggered, could result in the issuance of a substantial

amount of our Common Stock.

The existence of this quantity of rights to purchase our Common Stock under the preferred share rights

plan could result in a significant dilution in the percentage ownership interest of our stockholders and the dilution in ownership

Future sales of the shares issuable could also depress the market price of our Common Stock.

of substantial amounts of our Common Stock could depress our stock price or dilute the percentage ownership of our Common Stockholders.

sales of substantial amounts of our Common Stock in the public market could cause an adverse effect on the market price of our Common

Stock and could impair our ability to raise capital through the sale of additional equity securities.

The issuance of our Common Stock

will result in the dilution in the percentage membership interest of our stockholders and the dilution in ownership value.

31, 2021, we had 13,214,910 shares of Common Stock outstanding.

In addition, at December 31, 2021, we had outstanding options to purchase

1,019,400 shares of our Common Stock at exercise prices ranging from $2.79 to $7.50 per share and an outstanding warrant to purchase

60,000 shares of our Common Stock at exercise price of $3.51 per share.

Future sales of the shares issuable could also depress the market

price of our Common Stock.

do not intend to pay dividends on our Common Stock in the foreseeable future.

our inception, we have not paid cash dividends on our Common Stock, and we do not anticipate paying any cash dividends in the

foreseeable future.

Our credit facility prohibits us from paying cash dividends on our Common Stock without prior approval from

price of our Common Stock may fluctuate significantly, which may make it difficult for our stockholders to resell our Common Stock

when a stockholder wants or at prices a stockholder finds attractive.

our inception, we have not paid cash dividends on our Common Stock, and we do not anticipate paying any cash dividends in the foreseeable

Our credit facility prohibits us from paying cash dividends on our Common Stock without prior approval from our lender.

price of our Common Stock may fluctuate significantly, which may make it difficult for our stockholders to resell our Common Stock when

a stockholder wants or at prices a stockholder finds attractive.

price of our Common Stock on the NASDAQ Capital Markets constantly changes.

We expect that the market price of our Common Stock

will continue to fluctuate.

This may make it difficult for our stockholders to resell the Common Stock when a stockholder wants

or at prices a stockholder finds attractive.

issuance of our Common Stock could adversely affect the price of our Common Stock, our ability to raise funds in new stock offerings

and could dilute the percentage ownership of our common stockholders.

sales of substantial amounts of our Common Stock or equity-related securities in the public market, or the perception that such

sales or conversions could occur, could adversely affect prevailing trading prices of our Common Stock and could dilute the value

of Common Stock held by our existing stockholders.

No prediction can be made as to the effect, if any, that future sales of shares

of our Common Stock or the availability of shares of our Common Stock for future sale will have on the trading price of our Common

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

Preferred Share Rights Plan may adversely affect our stockholders.

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

As part of the Rights Plan,

the Company’s Board of Directors (“Board”) declared a dividend distribution of one Preferred Share Purchase

Right (“Right”) on each outstanding share of the Company’s Common Stock to stockholders of record on May 12,

The Rights Plan is designed to assure that all of the Company’s shareholders receive fair and equal treatment in the

event of any proposed takeover of the Company and to guard against partial tender abusive tactics to gain control of the Company.

The Rights Plan, as amended, is to terminate the earliest of (1) close of business on May 2, 2021, (2) the time at which the Rights

are redeemed, (3) the time at which the Rights are exchange, or (4) closing of any merger or acquisition of the Company which

has been approved by the Board prior to any person becoming such an acquiring person.

general, the Rights under the Rights Plan will be exercisable only if a person or group acquires beneficial ownership of 15% or

more of the Company’s Common Stock or announces a tender or exchange offer, the consummation of which would result in ownership

by a person or group of 15% or more of the Common Stock (with certain exceptions).

Each Right under the Rights Plan (other than

the Rights owned by such acquiring person or members of such group which are void) will entitle shareholders to buy one one-thousandth

of a share of a new series of participating preferred stock at an exercise price of $20.00.

Each one one-thousandth of a share

of such new preferred stock purchasable upon exercise of a Right has economic terms designed to approximate the value of one share

of Common Stock.

Shareholders who have beneficial ownership of 15% or more at the adoption of the new Rights Plan are grandfathered

in, but may not acquire additional shares without triggering the new Rights Plan.

the Company is acquired in a merger or other business combination transaction, each Right will entitle its holder (other than

Rights owned by such acquiring person or members of such group which are void) to purchase, at the Right’s then current

exercise price, a number of the acquiring company’s common shares having a market value at the time of twice the Right’s

exercise price.

addition, if a person or group (with certain exceptions) acquires 15% or more of the Company’s outstanding Common Stock,

each Right will entitle its holder (other than the Rights owned by such acquiring person or members of such group which are void)

to purchase, in lieu of preferred stock, at the Right’s then current exercise price, a number of shares of the Company’s

Common Stock having a market value of twice the Right’s exercise price.

the acquisition by a person or group of beneficial ownership of 15% or more of the Company’s outstanding Common Stock (with

certain exceptions), and prior to an acquisition of 50% or more of the Company’s Common Stock by such person or group, the

Company’s Board may, at its option, exchange the Rights (other than Rights owned by such acquiring person or members of

such group) in whole or in part, for shares of the Company’s Common Stock at an exchange ratio of one share of Common Stock

(or one one-thousandth of a share of the new series of participating preferred stock) per Right.

to the acquisition by a person or group of beneficial ownership of 15% or more of the Company’s Common Stock (with certain

exceptions), the Rights are redeemable for $0.001 per Right at the option of the Board of Directors.

Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our Board.

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

We expect that the market price of our Common Stock will

continue to fluctuate.

This may make it difficult for our stockholders to resell the Common Stock when a stockholder wants or at prices

a stockholder finds attractive.

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.

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 services.

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

(especially in the current labor market environment) 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.

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.

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

2 unchanged sentences

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

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 the U.S.

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.

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.

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

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.

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

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

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

change is receiving ever increasing attention from scientists, legislators and the public.

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

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 States.

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 cash flows.

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.

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.

Changes 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.

of this assessment for the year ending December 31, 2021, management concluded that a material weakness existed in internal control over financial reporting related to the application of ASC 606, “Revenue from Contracts with Customers,”

specifically to contracts that contain nonstandard terms and conditions (see “Item 9A – Controls and Procedures” for

a discussion of this material weakness and our remediation plan).

If we fail to remediate this material weakness, 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

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).

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

have authorized and unissued 15,698,048 (which include shares issuable under outstanding options to purchase 1,019,400 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, 2021.

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.

party expectations relating to Environment, Social and Governance (“ESG”) factors may impose additional costs and expose

us and our clients to new risks.

have renewed our commitment and focus on sustainability and ESG efforts.

There is an increasing focus from certain investors and certain

of our customers, and other stakeholders concerning corporate responsibility, specifically related to ESG factors.

Some investors may

use these factors to guide their investment strategies and, in some cases, may choose not to invest in us, or otherwise do business with

us, if they believe our policies relating to corporate responsibility are inadequate or do not align with theirs.

Third party providers

of corporate responsibility ratings and reports on companies have increased in number, resulting in varied standards.

In addition, the

criteria by which companies’ corporate responsibility practices are assessed are evolving, which could result in greater expectations

of us and cause us to undertake costly initiatives to satisfy such new criteria.

Alternatively, if we elect not to or are unable to satisfy

such new criteria or do not meet the criteria of a specific third party provider, some investors may conclude that our policies with

respect to corporate responsibility are inadequate.

We may face reputational damage in the event that our corporate responsibility procedures

or standards do not meet the standards set by various constituencies.

If we fail to satisfy the expectations of investors, our customers

and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be adversely affected

and our revenues, results of operations and ability to grow our business may be negatively impacted.

Additionally, new legislative or

regulatory initiatives related to ESG could adversely affect our business.

profitability is vulnerable to inflation and cost increases.

in any of our operating costs, including changes in fuel prices (which impacts our transportation cost), wage rates, supplies, and utility

costs, may increase our overall cost of goods sold or operating expenses.

These cost increases may be the result of inflationary pressures

that could further reduce profitability.

Competitive pressures in our industry may have the effect of inhibiting our ability to reflect

these increased costs in the prices of our services provided to our customers and therefore reduce our profitability.

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