UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June
30, 2025
Or
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________to _________________
Commission
File No. 001-11596
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
PERMA FIX ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation or organization)
58-1954497
(IRS
Employer
Identification Number)
8302
Dunwoody Place , Suite 250 , Atlanta , GA
(Address
of principal executive offices)
30350
(Zip
Code)
(770)
587-9898
(Registrant’s
telephone number)
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common
Stock, $.001 Par Value
PESI
Nasdaq
Capital Markets
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the close of the latest practical date.
Class
Outstanding
at August 4, 2025
Common
Stock, $ .001 Par Value
18,470,201
shares
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
INDEX
Page
No.
PART
I
FINANCIAL
INFORMATION
1
Item
1.
Condensed
Consolidated Financial Statements (Unaudited)
1
Condensed
Consolidated Balance Sheets - June 30, 2025 and December 31, 2024
1
Condensed
Consolidated Statements of Operations - Three and Six Months Ended June 30, 2025 and 2024
3
Condensed
Consolidated Statements of Comprehensive Loss - Three and Six Months Ended June 30, 2025 and 2024
4
Condensed
Consolidated Statements of Stockholders’ Equity - Six Months Ended June 30, 2025 and 2024
5
Condensed
Consolidated Statements of Cash Flows -Six Months Ended June 30, 2025 and 2024
6
Notes
to Condensed Consolidated Financial Statements
7
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
23
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
36
Item
4.
Controls
and Procedures
36
PART
II
OTHER
INFORMATION
36
Item
1.
Legal
Proceedings
36
Item
1A.
Risk
Factors
36
Item
6.
Exhibits
36
PART
I - FINANCIAL INFORMATION
Item
1. – Financial Statements
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Condensed
Consolidated Balance Sheets
2025
December 31,
June 30,
2025
December 31,
(Amounts in
Thousands, Except for Share and Per Share Amounts)
(Unaudited)
2024
ASSETS
Current assets:
Cash
$ 22,594
$ 28,975
Accounts receivable, net
of allowance for credit losses of $ 248 and $ 202 ,
respectively
8,559
11,579
Unbilled receivables
6,287
4,990
Inventories
1,400
1,350
Prepaid and other assets
3,277
3,309
Current
assets related to discontinued operations
33
20
Total current assets
42,150
50,223
Property and equipment:
Buildings and land
24,680
24,717
Equipment
24,170
23,499
Vehicles
411
411
Leasehold improvements
8
8
Office furniture and equipment
1,113
1,082
Construction-in-progress
3,762
2,949
Total property and equipment
54,144
52,666
Less accumulated depreciation
( 32,291 )
( 31,533 )
Net property and equipment
21,853
21,133
Property and equipment related to discontinued
operations
130
130
Operating lease right-of-use assets
1,529
1,697
Intangibles and other long term assets:
Permits
10,602
10,531
Other intangible assets
- net
368
393
Finite risk sinking fund
(restricted cash)
12,952
12,680
Other
assets
624
461
Total
assets
$ 90,208
$ 97,248
The
accompanying notes are an integral part of these condensed consolidated financial statements.
1
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Condensed
Consolidated Balance Sheets, Continued
June 30,
2025
December 31,
(Amounts in Thousands, Except
for Share and per Share Amounts)
(Unaudited)
2024
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 5,204
$ 6,373
Accrued expenses
4,600
5,111
Disposal/transportation
accrual
2,473
2,271
Deferred revenue
6,982
6,711
Accrued closure costs -
current
15
50
Current portion of long-term
debt
538
550
Current portion of operating
lease liabilities
372
345
Current portion of finance
lease liabilities
264
285
Current
liabilities related to discontinued operations
221
244
Total current liabilities
20,669
21,940
Accrued closure costs
8,545
8,290
Long-term debt, less current portion
1,485
1,765
Long-term operating lease liabilities, less
current portion
1,238
1,427
Long-term finance lease liabilities, less current
portion
497
491
Long-term liabilities
related to discontinued operations
948
945
Total
long-term liabilities
12,713
12,918
Total liabilities
33,382
34,858
Commitments and Contingencies (Note 9)
-
-
Stockholders’ Equity:
Preferred Stock, $ .001
par value; 2,000,000 shares authorized, no shares issued and outstanding
—
—
Common Stock, $ .001 par
value; 30,000,000 shares authorized; 18,459,869 and 18,384,879 shares issued, respectively; 18,452,227 and 18,377,237 shares outstanding,
respectively
18
18
Additional paid-in capital
160,256
159,590
Accumulated deficit
( 103,219 )
( 96,930 )
Accumulated other comprehensive
loss
( 141 )
( 200 )
Less
Common Stock in treasury, at cost; 7,642 shares
( 88 )
( 88 )
Total
stockholders’ equity
56,826
62,390
Total
liabilities and stockholders’ equity
$ 90,208
$ 97,248
The
accompanying notes are an integral part of these condensed consolidated financial statements.
2
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Condensed
Consolidated Statements of Operations
(Unaudited)
(Amounts
in Thousands, Except for Per Share Amounts)
2025
2024
2025
2024
Three Months Ended
Six Months Ended
June
30,
June
30,
(Amounts
in Thousands, Except for Per Share Amounts)
2025
2024
2025
2024
Net revenues
$ 14,586
$ 13,986
$ 28,505
$ 27,603
Cost of goods sold
13,039
15,292
26,301
29,529
Gross profit (loss)
1,547
( 1,306 )
2,204
( 1,926 )
Selling, general and administrative expenses
4,130
3,455
8,145
6,999
Research and development
312
273
695
569
(Gain) loss on disposal
of property and equipment
( 1 )
1
( 6 )
1
Loss from operations
( 2,894 )
( 5,035 )
( 6,630 )
( 9,495 )
Other income (expense):
Interest income
301
213
636
387
Interest expense
( 124 )
( 109 )
( 236 )
( 225 )
Interest expense-financing fees
( 21 )
( 16 )
( 41 )
( 29 )
Other
155
1
188
2
Loss from continuing operations before taxes
( 2,583 )
( 4,946 )
( 6,083 )
( 9,360 )
Income tax benefit
—
( 1,161 )
—
( 2,117 )
Loss from continuing operations, net of taxes
( 2,583 )
( 3,785 )
( 6,083 )
( 7,243 )
Loss from discontinued
operations, net of taxes (Note 10)
( 133 )
( 166 )
( 206 )
( 268 )
Net
loss
$ ( 2,716 )
$ ( 3,951 )
$ ( 6,289 )
$ ( 7,511 )
Net loss per common share - basic and diluted:
Continuing operations
$ ( .14 )
$ ( .26 )
$ ( .33 )
$ ( .51 )
Discontinued
operations
( .01 )
( .01 )
( .01 )
( .02 )
Net loss per common
share
$ ( .15 )
$ ( .27 )
$ ( .34 )
$ ( .53 )
Weighted average number of common shares used in computing net loss
per share:
Basic
18,448
14,593
18,436
14,134
Diluted
18,448
14,593
18,436
14,134
The
accompanying notes are an integral part of these condensed consolidated financial statements.
3
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Condensed
Consolidated Statements of Comprehensive Loss
(Unaudited)
(Amounts in
Thousands)
2025
2024
2025
2024
Three Months
Ended
Six Months
Ended
June
30,
June
30,
(Amounts in
Thousands)
2025
2024
2025
2024
Net loss
$ ( 2,716 )
$ ( 3,951 )
$ ( 6,289 )
$ ( 7,511 )
Other comprehensive income (loss):
Foreign
currency translation gain (loss)
42
( 31 )
59
( 87 )
Total other comprehensive
income (loss)
42
( 31 )
59
( 87 )
Comprehensive loss
$ ( 2,674 )
$ ( 3,982 )
$ ( 6,230 )
$ ( 7,598 )
The
accompanying notes are an integral part of these condensed consolidated financial statements.
4
PERMA-FIX
ENVIRONMENTAL SERVICES, INC
Condensed
Consolidated Statement of Stockholders’ Equity
(Unaudited)
(Amounts
in thousands, except for share amounts)
Shares
Amount
Capital
In
Treasury
Loss
Deficit
Equity
Common
Stock
Additional
Paid-In
Common
Stock Held
Accumulated
Other Comprehensive
Accumulated
Total
Stockholders’
Shares
Amount
Capital
In
Treasury
Loss
Deficit
Equity
Balance
at December 31, 2024
18,384,879
$
18
$
159,590
$
( 88
)
$
( 200
)
$
( 96,930
)
$
62,390
Net
loss
—
—
—
—
—
( 3,573
)
( 3,573
)
Foreign
currency translation
—
—
—
—
17
—
17
Issuance
of Common Stock for services
10,565
—
117
—
—
—
117
Issuance
of Common Stock upon exercise of
options
40,591
—
41
—
—
—
41
Stock-Based
Compensation
—
—
196
—
—
—
196
Balance
at March 31, 2025
18,436,035
$
18
$
159,944
$
( 88
)
$
( 183
)
$
( 100,503
)
$
59,188
Net
loss
—
—
—
—
—
( 2,716
)
( 2,716
)
Foreign
currency translation
—
—
—
—
42
—
42
Issuance
of Common Stock for services
16,179
—
118
—
—
—
118
Issuance
of Common Stock upon exercise of
options
7,655
—
8
—
—
—
8
Stock-Based
Compensation
—
—
186
—
—
—
186
Balance
at June 30, 2025
18,459,869
$
18
$
160,256
$
( 88
)
$
( 141
)
$
( 103,219
)
$
56,826
Balance
at December 31, 2023
13,654,201
$
14
$
116,502
$
( 88
)
$
( 100
)
$
( 76,951
)
$
39,377
Net
loss
—
—
—
—
—
( 3,560
)
( 3,560
)
Foreign
currency translation
—
—
—
—
( 56
)
—
( 56
)
Issuance
of Common Stock for services
14,963
—
118
—
—
—
118
Issuance
of Common Stock upon exercise of
options
31,416
—
104
—
—
—
104
Issuance
of Common Stock upon exercise of
warrant
30,000
—
105
—
—
—
105
Stock-Based
Compensation
—
—
152
—
—
—
152
Balance
at March 31, 2024
13,730,580
$
14
$
116,981
$
( 88
)
$
( 156
)
$
( 80,511
)
$
36,240
Balance
13,730,580
$
14
$
116,981
$
( 88
)
$
( 156
)
$
( 80,511
)
$
36,240
Net
loss
—
—
—
—
—
( 3,951
)
( 3,951
)
Foreign
currency translation
—
—
—
—
( 31
)
—
( 31
)
Issuance
of Common Stock for services
9,965
—
120
—
—
—
120
Issuance
of Common Stock upon exercise of
options
4,201
—
9
—
—
—
9
Sale
of Common Stock, net of offering costs
2,051,282
2
18,113
—
—
—
18,115
Issuance
of warrants from sale of Common Stock
—
—
331
—
—
—
331
Stock-Based
Compensation
—
—
132
—
—
—
132
Balance
at June 30, 2024
15,796,028
$
16
$
135,686
$
( 88
)
$
( 187
)
$
( 84,462
)
$
50,965
Balance
15,796,028
$
16
$
135,686
$
( 88
)
$
( 187
)
$
( 84,462
)
$
50,965
The
accompanying notes are an integral part of these condensed consolidated financial statements.
5
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in
Thousands)
2025
2024
Six Months Ended
June
30,
(Amounts in
Thousands)
2025
2024
Cash flows from operating activities:
Net loss
$ ( 6,289 )
$ ( 7,511 )
Less:
loss from discontinued operations, net of taxes (Note 10)
( 206 )
( 268 )
Loss from continuing operations,
net of taxes
( 6,083 )
( 7,243 )
Adjustments to reconcile loss from continuing operations to cash used in operating
activities:
Depreciation and amortization
873
862
Amortization of debt issuance
costs
42
29
Deferred tax benefit
—
( 2,117 )
Provision for (recovery
of) credit losses on accounts receivable
46
( 12 )
(Gain) loss on disposal
of property and equipment
( 6 )
1
Issuance of common stock
for services
235
238
Stock-based compensation
382
284
Changes in operating assets
and liabilities of continuing operations
Accounts receivable
2,974
3,311
Unbilled receivables
( 1,297 )
1,356
Prepaid expenses, inventories
and other assets
463
1,670
Accounts
payable, accrued expenses and unearned revenue
( 1,402 )
( 3,949 )
Cash used in continuing
operations
( 3,773 )
( 5,570 )
Cash
used in discontinued operations
( 222 )
( 245 )
Cash used in operating activities
( 3,995 )
( 5,815 )
Cash flows from investing activities:
Purchases of property and
equipment, net of financed amount
( 1,432 )
( 841 )
Additions to permits and
other intangible assets
( 74 )
( 502 )
Proceeds
from sale of property and equipment
33
1
Cash used in continuing
operations
( 1,473 )
( 1,342 )
Cash
used in discontinued operations
( 16 )
( 49 )
Cash used in investing
activities
( 1,489 )
( 1,391 )
Cash flows from financing activities:
Repayments of revolving
credit borrowings
( 37,708 )
( 56,393 )
Borrowing on revolving
credit
37,708
56,393
Proceeds from issuance
of Common Stock upon exercise of options/warrant
49
218
Proceeds from sale of Common
Stock completed in May 2024, net of offering costs paid
—
18,636
Payment of offering costs
from sale of Common Stock completed in December 2024
( 194 )
—
Principal repayments of
finance lease liabilities
( 148 )
( 146 )
Principal repayments of
long term debt
( 313 )
( 520 )
Payment of debt issuance
costs
( 20 )
( 61 )
Cash (used in) provided by financing activities
of continuing operations
( 626 )
18,127
Effect of exchange rate changes on cash
1
( 1 )
(Decrease) increase in cash and finite risk
sinking fund (restricted cash)
( 6,109 )
10,920
Cash and finite risk sinking fund (restricted
cash) at beginning of period
41,655
19,574
Cash and finite risk sinking fund (restricted
cash) at end of period
$ 35,546
$ 30,494
Supplemental disclosure:
Interest paid
$ 229
$ 227
Income taxes paid
—
50
Non-cash financing activities:
Equipment purchase subject to finance
—
44
Equipment purchase subject to finance leases
132
—
The
accompanying notes are an integral part of these condensed consolidated financial statements.
6
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Notes
to Condensed Consolidated Financial Statements
June
30, 2025
(Unaudited)
1.
Basis
of Presentation
The
condensed consolidated financial statements included herein have been prepared by the Company (which may be referred to as we, us or
our), without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note
disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company
believes the disclosures which are made are adequate to make the information presented not misleading. Further, the condensed consolidated
financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for
the six months ended June 30, 2025, are not necessarily indicative of results to be expected for the fiscal year ending December 31,
2025.
These
condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto
included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2024.
The
condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries.
Immaterial
Correction of an Error
The
Company reclassified $ 502,000 of cash outlay for permits and other intangible assets, which was included in “Prepaid expenses,
inventories and other assets” within cash used in operating activities to cash used in investing activities for the six months
ended June 30, 2024, in its condensed consolidated statement of cash flows. This correction of an error was immaterial and had no effect
on the condensed consolidated statements of operations, balance sheets and stockholders’ equity.
2.
Summary
of Significant Accounting Policies
Our
accounting policies are as set forth in the notes to the December 31, 2024, consolidated financial statements referred to above.
Recently
Issued Accounting Standards –Adopted
In
August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05,
“Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.” ASU 2023-05
applies to the formation of a “joint venture” or a “corporate joint venture” and requires a joint venture to
initially measure all contributions received upon its formation at fair value. The guidance does not impact accounting by the venturers.
The new guidance is applicable to joint venture entities with a formation date on or after January 1, 2025, on a prospective basis. The
adoption of ASU 2023-05 by the Company on January 1, 2025, had no impact to its condensed consolidated financial statements.
Recently
Issued Accounting Standards – Not Yet Adopted
In
November 2024, the FASB issued ASU 2024-03, “Income Statement— Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses,” which enhances the disclosures required for certain
expense captions in the Company’s annual and interim consolidated financial statements. ASU 2024-03 is effective prospectively
or retrospectively for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early
adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.
7
In
December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies
the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income
or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense
or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their
income tax payments to international, federal, state and local jurisdictions, among other changes. ASU 2023-09 will become effective
starting with the Company’s annual financial statements for the year ended December 31, 2025. The Company is currently evaluating
the impact of this standard on its disclosures.
3.
Revenue
Disaggregation
of Revenue
In
general, the Company’s business segmentation is aligned according to the nature and economic characteristics of our services and
provides meaningful disaggregation of each business segment’s results of operations. The nature of the Company’s performance
obligations within our Treatment and Services Segments results in the recognition of our revenue primarily over time. The following tables
present further disaggregation of our revenues by different categories for our Services and Treatment Segments:
Schedule
of Disaggregation of Revenue
Treatment
Services
Total
Treatment
Services
Total
Revenue by Contract Type
(In thousands)
Three Months Ended
Three Months Ended
June
30, 2025
June
30, 2024
Treatment
Services
Total
Treatment
Services
Total
Fixed price
$ 11,397
$ 877
$ 12,274
$ 8,343
$ 4,755
$ 13,098
Time and materials
—
2,312
2,312
—
888
888
Total
$ 11,397
$ 3,189
$ 14,586
$ 8,343
$ 5,643
$ 13,986
Treatment
Services
Total
Treatment
Services
Total
Revenue by Contract Type
(In thousands)
Six Months Ended
Six Months Ended
June
30, 2025
June
30, 2024
Treatment
Services
Total
Treatment
Services
Total
Fixed price
$ 20,583
$ 3,807
$ 24,390
$ 17,052
$ 9,069
$ 26,121
Time and materials
—
4,115
4,115
—
1,482
1,482
Total
$ 20,583
$ 7,922
$ 28,505
$ 17,052
$ 10,551
$ 27,603
Treatment
Services
Total
Treatment
Services
Total
Revenue by generator
(In thousands)
Three Months Ended
Three Months Ended
June
30, 2025
June
30, 2024
Treatment
Services
Total
Treatment
Services
Total
Domestic government
$ 7,146
$ 2,752
$ 9,898
$ 6,252
$ 4,168
$ 10,420
Domestic commercial
3,323
333
3,656
1,721
1,363
3,084
Foreign government
617
70
687
1
88
89
Foreign commercial
311
34
345
369
24
393
Total
$ 11,397
$ 3,189
$ 14,586
$ 8,343
$ 5,643
$ 13,986
Treatment
Services
Total
Treatment
Services
Total
Revenue by generator
(In thousands)
Six Months Ended
Six Months Ended
June
30, 2025
June
30, 2024
Treatment
Services
Total
Treatment
Services
Total
Domestic government
$ 12,396
7,286
$ 19,682
$ 12,013
$ 8,471
$ 20,484
Domestic commercial
4,790
444
5,234
4,222
1,867
6,089
Foreign government
2,824
124
2,948
1
167
168
Foreign commercial
573
68
641
816
46
862
Total
$ 20,583
$ 7,922
$ 28,505
$ 17,052
$ 10,551
$ 27,603
8
Contract
Balances
The
timing of revenue recognition and billings can result in unbilled receivables (contract assets). The Company’s contract liabilities
consist of deferred revenues which represent advance payment from customers in advance of the completion of the Company’s performance
obligation. The following table represents changes in our contract asset and contract liabilities balances for the periods noted:
Schedule
of Contract Balances
Year-to-date
Year-to-date
(In thousands)
June
30, 2025
December
31, 2024
Change
($)
Change
(%)
Contract assets
Unbilled receivables - current
$ 6,287
$ 4,990
$ 1,297
26.0 %
Contract liabilities
Deferred revenue
$ 6,982
$ 6,711
$ 271
4.0 %
Year-to-date
Year-to-date
(In thousands)
June
30, 2024
December
31, 2023
Change
($)
Change
(%)
Contract assets
Unbilled receivables - current
$ 7,076
$ 8,432
$ ( 1,356 )
- 16.1 %
Contract liabilities
Deferred revenue
$ 5,818
$ 6,815
$ ( 997 )
- 14.6 %
During
the three and six months ended June 30, 2025, the Company recognized revenue of $ 954,000 and $ 3,888,000 , respectively, related to untreated
waste that was in the Company’s control as of the beginning of such respective year. During the three and six months ended June
30, 2024, the Company recognized revenue of $ 1,754,000 and $ 4,919,000 , respectively, related to untreated waste that was in the Company’s
control as of the beginning of such respective year. Revenue recognized in each period related to performance obligations satisfied within
the respective period.
Accounts
Receivable
The
following table represents changes in accounts receivable, net of credit losses, for the periods noted:
Schedule
of Changes in Accounts Receivable, Net of Credit Losses
Year-to-date
Year-to-date
(In thousands)
June
30, 2025
December
31, 2024
Change
($)
Change
(%)
Accounts Receivable (net)
$ 8,559
$ 11,579
$ ( 3,020 )
- 26.1 %
Year-to-date
Year-to-date
June
30, 2024
December
31, 2023
Change
($)
Change
(%)
Accounts Receivable (net)
$ 6,423
$ 9,722
$ ( 3,299 )
- 33.9 %
Remaining
Performance Obligations
The
Company applies the practical expedient in Accounting Standards Codification (“ASC”) 606-10-50-14 and does not disclose information
about remaining performance obligations that have original expected durations of one year or less.
Within
our Services Segment, there are service contracts which provide that the Company has a right to consideration from a customer in an amount
that corresponds directly with the value to the customer of our performance completed to date. For those contracts, the Company has utilized
the practical expedient in ASC 606-10-55-18, which allows the Company to recognize revenue in the amount for which we have the right
to invoice; accordingly, the Company does not disclose the value of remaining performance obligations for those contracts.
The
Company’s contracts and subcontracts relating to activities at governmental sites generally allow for termination for convenience
at any time at the government’s option without payment of a substantial penalty. The Company does not disclose remaining performance
obligations on these contracts.
9
4.
Leases
At
the inception of an arrangement, the Company determines if an arrangement is, or contains, a lease based on facts and circumstances present
in that arrangement. Lease classifications, recognition, and measurement are then determined at the lease commencement date.
The
Company’s operating lease right-of-use (“ROU”) assets and operating lease liabilities include primarily leases for
office and warehouse spaces used to conduct our business. Finance leases primarily consist of lab, processing and transport equipment
used by our facilities’ operations.
The
components of lease cost for the Company’s leases for the three and six months ended June 30, 2025, and 2024 were as follows (in
thousands):
Schedule
of Components of Lease Cost
2025
2024
2025
2024
Three Months Ended
Six Months Ended
June
30,
June
30,
2025
2024
2025
2024
Operating Leases:
Lease cost
$ 121
$ 149
$ 242
$ 292
Finance Leases:
Amortization of ROU
assets
64
65
127
131
Interest
on lease liability
25
21
48
43
Finance lease
89
86
175
174
Short-term lease rent
expense
2
2
4
2
Total lease cost
$ 212
$ 237
$ 421
$ 468
The
weighted average remaining lease term and the weighted average discount rate for operating and finance leases as of June 30, 2025, were:
Schedule
of Weighted Average Lease
Operating
Leases
Finance
Leases
Weighted average remaining lease
terms (years)
4.3
3.6
Weighted average discount rate
7.7 %
9.5 %
The
weighted average remaining lease term and the weighted average discount rate for operating and finance leases at June 30, 2024, were:
Operating
Leases
Finance
Leases
Weighted average remaining lease
terms (years)
5.0
4.1
Weighted average discount rate
7.4 %
8.9 %
10
The
following table reconciles the undiscounted cash flows for the operating and finance leases as of June 30, 2025, to the operating and
finance lease liabilities recorded on the balance sheet (in thousands):
Schedule
of Operating and Finance Lease Liability Maturity
Operating
Leases
Finance
Leases
2025 (Remaining)
$ 249
$ 191
2026
479
231
2027
447
197
2028
343
174
2029
334
112
2030 and thereafter
73
—
Total undiscounted lease payments
1,925
905
Less: Imputed interest
( 315 )
( 144 )
Present value of lease
payments
$ 1,610
$ 761
Current portion of operating lease obligations
$ 372
$ —
Long-term operating lease obligations, less
current portion
$ 1,238
$ —
Current portion of finance lease obligations
$ —
$ 264
Long-term finance lease obligations, less current
portion
$ —
$ 497
Supplemental
cash flow and other information related to our leases were as follows for the three and six months ended June 30, 2025, and 2024 (in
thousands):
Schedule
of Supplemental Cash Flow and Other Information Related to Leases
2025
2024
2025
2024
Three Months Ended
Six Months Ended
June
30,
June
30,
2025
2024
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash
flow used in operating leases
$ 123
$ 149
$ 236
$ 296
Operating cash flow used
in finance leases
$ 25
$ 21
$ 48
$ 43
Financing cash flow used
in finance leases
$ 77
$ 71
$ 148
$ 146
ROU assets obtained in exchange for lease obligations
for:
Finance liabilities
$ —
$ —
$ 132
$ —
Operating liabilities
$ —
$ 497
$ —
$ 497
5.
Intangible
Assets
The
following table summarizes information relating to the Company’s definite-lived intangible assets:
Schedule
of Definite Lived Intangible Assets
June
30, 2025
December
31, 2024
Other Intangibles (amount in
thousands)
Weighted
Average Amortization Period (Years)
Gross
Carrying Amount
Accumulated
Amortization
Net
Carrying Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Patents
5.9
$ 756
$ ( 446 )
$ 310
$ 753
$ ( 435 )
$ 318
Software
3
666
( 608 )
58
666
( 591 )
75
Total
$ 1,422
$ ( 1,054 )
$ 368
$ 1,419
$ ( 1,026 )
$ 393
The
intangible assets noted above are amortized on a straight-line basis over their useful lives.
The
following table summarizes the expected amortization over the next five years for our definite-lived intangible assets:
Schedule
of Finite Lived Intangible Assets, Future Amortization Expense
Amount
Year
(In
thousands)
2025 (Remaining)
$ 26
2026
49
2027
30
2028
21
2029
18
11
Amortization
expenses relating to the definite-lived intangible assets as discussed above were $ 13,000 and $ 28,000 for the three and six months ended
June 30, 2025, respectively, and $ 23,000 and $ 47,000 for the three and six months ended June 30, 2024, respectively.
6.
Capital
Stock, Stock Plans, Warrants and Stock Based Compensation
The
Company has certain stock option plans under which it may award incentive stock options (“ISOs”) and/or non-qualified stock
options (“NQSOs”) to employees, officers, outside directors, and outside consultants.
In
connection with the appointment of Mr. Troy Eshleman to the position of Chief Operating Officer (“COO”) by the Company’s
Board of Directors (the “Board”) on January 23, 2025, the Compensation and Stock Option Committee (the “Compensation
Committee”) recommended, and the Board approved, the grant to Mr. Eshleman of an ISO for the purchase, under the Company’s
2017 Stock Option Plan (the “2017 Plan”), of up to 50,000
shares of the Company’s common stock, $ .001
(the “Common Stock”). The ISO has a six-year 6
term and vests at 20 %
per year over a five-year 5 period, commencing on the first anniversary of the grant date. The exercise price of the ISO is $ 10.70 per
share, which equals the closing price of the Company’s Common Stock as quoted on NASDAQ on the grant date.
The
following table summarizes stock-based compensation recognized for the three and six months ended June 30, 2025, and 2024 for our employee
and director stock options.
Schedule
of Share-based Compensation, Allocation of Recognized Period Costs
2025
2024
2025
2024
Three Months Ended
Six Months Ended
Stock Options
June
30,
June
30,
2025
2024
2025
2024
Employee Stock Options
$ 96,000
$ 72,000
$ 203,000
$ 163,000
Director Stock Options
90,000
60,000
179,000
121,000
Total
$ 186,000
$ 132,000
$ 382,000
$ 284,000
As
of June 30, 2025, the Company had approximately $ 1,742,000 of total unrecognized compensation costs related to unvested options for employee
and directors. The weighted average period over which the unrecognized compensation costs are expected to be recognized is approximately
2.9 years.
The
summary of the Company’s total Stock Option Plans as of June 30, 2025, and June 30, 2024, and changes during the periods then ended,
are presented below. The Company’s Plans consist of the 2017 Plan and the 2003 Outside Directors Stock Plan (the “2003 Plan”):
Schedule
of Stock Options Roll Forward
Shares
Weighted
Average Exercise Price
Weighted
Average Remaining Contractual Term (years)
Aggregate
Intrinsic Value (5)
Options outstanding January 1, 2025
1,000,900
$ 6.18
-
Granted
50,000
$ 10.70
Exercised
( 69,500 )
$ 3.91
$ 459,305
Forfeited
( 17,000 )
$ 8.72
Options outstanding end
of period (1)
964,400
$ 6.54
4.6
$ 3,846,034
Options exercisable at
June 30, 2025 (2)
398,500
$ 5.73
3.9
$ 1,908,857
12
Shares
Weighted
Average Exercise Price
Weighted
Average Remaining Contractual Term (years)
Aggregate
Intrinsic Value (5)
Options outstanding January 1, 2024
994,500
$ 5.57
-
Granted
45,000
$ 7.75
Exercised
( 49,900 )
$ 5.63
$ 245,982
Forfeited
( 44,000 )
$ 6.05
Options outstanding end
of period (3)
945,600
$ 5.65
4.6
$ 4,232,804
Options exercisable at
June 30, 2024 (4)
343,900
$ 5.05
3.5
$ 1,747,136
(1) Options
with exercise price ranging from $ 3.31 to $ 10.70 .
(2) Options
with exercise price ranging from $ 3.31 to $ 9.81 .
(3) Options
with exercise price ranging from $ 3.15 to $ 9.81 .
(4) Options
with exercise price ranging from $ 3.15 to $ 7.50 .
(5) The
intrinsic value of a stock option is the amount by which the market value of the underlying
stock exceeds the exercise price of the option.
During
the six months ended June 30, 2025, the Company issued a total of 26,744 shares of its Common Stock under the 2003 Plan to its outside
directors as compensation for serving on the Company’s Board. The Company recorded approximately $ 239,000 in compensation expenses
(included in selling, general and administration (“SG&A”) expenses) in connection with the issuance of shares of its
Common Stock to outside directors.
During
the six months ended June 30, 2025, the Company issued an aggregate 33,746 shares of its Common Stock from cashless exercises of options
for the purchase of 55,000 shares of the Company’s Common Stock ranging from $ 3.15 to $ 7.75 per share. Additionally, the Company
issued an aggregate 14,500 shares of its Common Stock from cash exercises of options for the purchase of 14,500 shares of the Company’s
Common Stock, at exercise prices of $ 3.15 and $ 3.95 per share, resulting in proceeds of approximately $ 49,000 .
In
connection with the Company’s sales of its Common Stock in May 2024 and December 2024, the Company issued warrants to certain underwriter,
placement agents and their designees to purchase up to an aggregate 188,038 shares of the Company’s Common Stock at exercise prices
of $ 11.50 and $ 12.19 per share. These warrants remained outstanding as of June 30, 2025.
13
7.
Loss
Per Share
Basic
loss per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted
loss per share is based on the weighted-average number of outstanding common shares plus the weighted-average number of potential outstanding
common shares. In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive earnings per share.
The following table reconciles the loss and average share amounts used to compute both basic and diluted loss per share:
Schedule
of Earnings Per Share
2025
2024
2025
2024
Three Months Ended
Six Months Ended
June 30,
June 30,
(Amounts
in Thousands, Except for Per Share Amounts)
(Unaudited)
(Unaudited)
2025
2024
2025
2024
Loss per common
share from continuing operations
Loss from
continuing operations, net of taxes
$ ( 2,583 )
$ ( 3,785 )
$ ( 6,083 )
$ ( 7,243 )
Basic loss per share
$ ( .14 )
$ ( .26 )
$ ( .33 )
$ ( .51 )
Diluted loss per share
$ ( .14 )
$ ( .26 )
$ ( .33 )
$ ( .51 )
Loss per common
share from discontinued operations, net of taxes
Loss from discontinued
operations, net of taxes
$ ( 133 )
$ ( 166 )
$ ( 206 )
$ ( 268 )
Basic loss per share
$ ( .01 )
$ ( .01 )
$ ( .01 )
$ ( .02 )
Diluted loss per share
$ ( .01 )
$ ( .01 )
$ ( .01 )
$ ( .02 )
Net loss per common share
Net loss
$ ( 2,716 )
$ ( 3,951 )
$ ( 6,289 )
$ ( 7,511 )
Basic loss per share
$ ( .15 )
$ ( .27 )
$ ( .34 )
$ ( .53 )
Diluted loss per share
$ ( .15 )
$ ( .27 )
$ ( .34 )
$ ( .53 )
Weighted average shares outstanding:
Basic weighted average shares outstanding
18,448
14,593
18,436
14,134
Add: dilutive effect of
stock options
—
—
—
—
Add:
dilutive effect of warrants
—
—
—
—
Diluted weighted average shares outstanding
18,448
14,593
18,436
14,134
For
the three and six months ended June 30, 2025, 1,152,438 and 1,146,361 weighted average number of shares of common stock underlying options
and warrants, respectively, were excluded from the computation of diluted loss per share because the effect would be anti-dilutive.
For
the three and six months ended June 30, 2024, 971,297 and 954,245 weighted average number of shares of common stock underlying options
and warrants, respectively, were excluded from the computation of diluted loss per share because the effect would be anti-dilutive.
8.
Long
Term Debt
Long-term
debt consists of the following as of June 30, 2025, and December 31, 2024:
Schedule
of Long Term Debt
(Amounts in
Thousands)
June
30,
2025
December
31,
2024
Revolving Credit facility
dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due
on May 15, 2027. Effective interest rates for first six months of 2025 was 9.5% (1)
$ —
$ —
Revolving Credit facility
dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due
on May 15, 2027 . Effective interest rates for first six months of 2025 was 9.5 % (1)
$ —
$ —
Term Loan dated July 31,
2023, payable in equal monthly installments of principal, balance due on May 15, 2027 . Effective interest rates for first six months
of 2025 was 8.3 % (1)
1,583
1,834
Capital Loan dated May 4, 2021, payable in equal
monthly installments of principal, balance due on May 15, 2027 . Effective interest rates for first six months of 2025 was 7.8 % (1)
201
253
Debt
Issuance Costs (2)
( 157 ) (2)
( 178 ) (2)
Notes
Payable up to 2044, with annual interest rates ranging from 8.2 % to 10.7 %
(3)
396
406
Total debt
2,023
2,315
Less current portion of long-term
debt
538
550
Long-term debt
$ 1,485
$ 1,765
(1) Our Revolving Credit
facility is collateralized by our accounts receivable, and our Term loan and Capital loan are collateralized by our property, plant,
and equipment.
(2) Aggregate unamortized
debt issuance costs in connection with the Company’s Credit Facility, which consists of the Revolving Credit, Terms loan and Capital
loan, as applicable.
(3) Includes a promissory
note entered into on July 24, 2024, in connection with the purchase of the Company’s Oak Ridge Environmental Waste Operations Center
(“EWOC”) property which include a variable interest rate provision, which interest rate will be adjusted at the end of years
five, ten and fifteen from the date of the note.
14
Credit
Facility
The
Company entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020, which has since
been amended, with PNC National Association (“PNC” and “lender”), acting as agent and lender (the “Loan
Agreement”). The Loan Agreement provides the Company with a credit facility with a maturity date of May 15, 2027 (the “Credit
Facility”) which consists of the following as of June 30, 2025: (a) up to $ 12,500,000 revolving credit (the “Revolving Credit”),
which borrowing capacity is subject to eligible receivables (as defined) and reduced by outstanding standby letters of credit ($ 3,200,000
as of June 30, 2025) and borrowing reductions that the Company’s lender may impose from time to time ($ 750,000 as of June 30, 2025);
(b) a term loan (the “Term Loan”) of $ 2,500,000 , requiring monthly installments of $ 41,667 ; and (c) a capital expenditure
loan (the “Capital Loan”) of approximately $ 524,000 , requiring monthly installments of principal of approximately $ 8,700
plus interest.
Pursuant
to the Loan Agreement, payments of annual interest rates are as follows: (i) interest due on the Revolving Credit is at prime (7.50%
at June 30, 2025) plus 2% or Secured Overnight Finance Rate (“SOFR”) (as defined in the Loan Agreement) plus 3.00% plus an
SOFR Adjustment applicable for an interest period selected by the Company; (ii) interest due on the Capital Loan is at prime plus 2.50%
or SOFR plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by the Company; and (iii) interest due on the Term
Loan is at prime plus 3% or SOFR plus 4.00% plus an SOFR Adjustment applicable for an interest period selected by the Company. SOFR Adjustment
rates of 0.10% and 0.15% are applicable for a one-month interest period and three-month period, respectively, that may be selected by
the Company .
The
Company agreed to pay PNC 0.5% of the total financing if the Company pays off its obligations after July 31, 2024, to and including July
31, 2025. No early termination fee shall apply if the Company pays off its obligations under Loan Agreement, as amended, after July 31,
2025 .
On
March 11, 2025, the Company entered into an amendment to its Loan Agreement with its lender which provided the following, among other
things:
● removed
the quarterly fixed charge coverage ratio (“FCCR”) covenant testing requirement
utilizing a twelve-month trailing basis; however, such FCCR testing requirement will be triggered
on the day the Company fails to meet a minimum of $ 5,000,000 in daily Liquidity (defined
under the Loan Agreement as borrowing availability under the Revolving Credit plus cash in
the money market deposit account (“MMDA”) maintained with the Company’s
lender). If triggered, the Company will be required to show compliance of a FCCR ratio of
not less than 1.15 to 1.00 utilizing a trailing twelve-month-period ended starting with the
most recently reported fiscal quarter and each fiscal quarter thereafter. The FCCR testing
requirement can be removed again once the Company is able to achieve a minimum of $ 5,000,000
in daily Liquidity for a thirty-consecutive-day period from the trigger date;
● revised
the Facility Fee (as defined) from .375% to .500%. Such fee percentage will revert back to
0.375% at such time that the Company is able to achieve a minimum 1.15 to 1.00 ratio in FCCR
on a twelve-month trailing basis ; and
● required
payment of an amendment fee of $ 12,500 , by the Company which is being amortized over the
remaining term of the Loan Agreement as interest expense-financing fees.
As
of June 30, 2025, the Company had no outstanding borrowing under its Revolving Credit and its Liquidity was approximately $ 25,440,000 .
15
The
Company’s Loan Agreement, as amended, with PNC contains certain financial covenant requirements, along with customary representations
and warranties. A breach of any of these financial covenant requirements, unless waived by PNC, could result in a default under the Company’s
Loan Agreement allowing its lender to immediately require the repayment of all outstanding debt under the Company’s Loan Agreement
and terminate all commitments to extend further credit. The Company met all of its financial covenant requirements in the first and second
quarters of 2025.
9.
Commitments
and Contingencies
Hazardous
Waste
In
connection with our waste management services, the Company processes hazardous, non-hazardous, low-level radioactive and mixed (containing
both hazardous and low-level radioactive) waste, which we transport to our own, or other, facilities for destruction or disposal. As
a result of disposing of hazardous substances, in the event any cleanup is required at the disposal site, the Company could be a potentially
responsible party for the costs of the cleanup notwithstanding any absence of fault on our part.
Legal
Matters
In
the normal course of conducting our business, the Company may be involved in various litigation. The Company is not a party to any litigation
or governmental proceeding which our management believes could result in any judgments or fines against us that would have a material
adverse effect on our financial position, liquidity or results of future operations.
Tetra
Tech EC, Inc. (“Tetra Tech”)
During
July 2020, Tetra Tech EC, Inc. (“Tetra Tech”) filed a complaint in the U.S. District Court for the Northern District of California
(the “Court”) against CH2M Hill, Inc. (“CH2M”) and four subcontractors of CH2M, including the Company (“Defendants”).
The complaint alleges various claims, including a claim for negligence, negligent misrepresentation, equitable indemnification and related
business claims against all Defendants related to alleged damages suffered by Tetra Tech in respect of certain draft reports prepared
by Defendants at the request of the U.S. Navy as part of an investigation and review of certain whistleblower complaints about Tetra
Tech’s environmental restoration at the Hunter’s Point Naval Shipyard in San Francisco.
CH2M
was hired by the Navy in 2016 to review Tetra Tech’s work. CH2M subcontracted with environmental consulting and cleanup firms Battelle
Memorial Institute, Cabrera Services, Inc., SC&A, Inc. and the Company to assist with the review, according to the complaint.
The
Company’s insurance carrier provided a defense on our behalf in connection with this lawsuit, subject to a $ 100,000 self-insured
retention and the terms and limitations contained in the insurance policy.
The
majority of Tetra Tech’s claims were previously dismissed by the Court. The remaining claims of intentional interference with contractual
relations and inducing a breach of contract were dismissed by the Court pursuant to Defendants’ request for summary judgment. Tetra
Tech appealed the dismissal of the remaining two claims and subsequently agreed to withdraw its appeal, which the Court dismissed at
Tetra Tech’s request. The litigation was resolved as of March 31, 2025, and Tetra Tech released and forever discharged the Company
from any and all claims arising out of or in any way related to the complaint.
Michael
O’Neill
On
November 25, 2024, purported shareholder Michael O’Neill filed a complaint in the Court of Chancery of the State of Delaware against
the Company and all current directors of the Company, asserting individual and class action claims for alleged breach of contract and
breach of fiduciary duty. The case is styled Michael O’Neill v. Perma-Fix Environmental Services, Inc., et al., C.A. No. 2024-1211-PAF.
16
The
complaint purports to be brought by the named plaintiff individually and on behalf of all “similarly situated Perma-Fix stockholders.”
According to the complaint, defendants allegedly made materially false and misleading statements in its proxy statement filed with the
Securities and Exchange Commission on June 8, 2023 regarding the effect of broker non-votes. In particular, the complaint alleges that
defendants incorrectly stated in the proxy statement that broker non-votes would have no effect on the vote solicited to approve an amendment
to the Company’s 2017 Stock Option Plan to increase by 600,000 shares the number of shares of Common Stock issuable under the plan,
resulting in an alleged defective approval of the plan amendment. As of the date of this Form 10-Q, the Company has not issued any options
under the plan relating to the additional shares included in the plan amendment.
The
Company believes that the complaint is without merit. The Company and the individual defendants are vigorously defending against the
complaint.
The
Company’s insurance carrier is providing a defense in connection with this lawsuit, subject to a $ 1,000,000 self-insured retention
and the terms and limitations contained in the insurance policy.
Shareholder
Demand Letter
The
Company’s Board received a demand letter, dated February 4, 2025 (the “Letter”), from a putative shareholder of the
Company, claiming that a provision in the Company’s Amended and Restated Bylaws (“Bylaws”), requiring shareholders,
to the fullest extent permitted by law, to indemnify the Company for attorneys’ fees in certain corporate proceedings in which
the shareholder is not the prevailing party, must be removed. This provision of the Company’s Bylaws was adopted in 2012 when the
Company adopted its Amended and Restated Bylaws. The statute prohibiting certain reimbursements of attorneys’ fees was adopted
in 2015. The Letter demands that the Board amend its Bylaws to remove the particular provision in question.
After
reviewing the Letter, the Board established a Demand Review Committee (the “Committee”) to review, analyze and evaluate the
shareholder demand received above, and to make recommendations to the Board with respect to such demand. The Committee was ad hoc, in
that the composition of the Committee will necessarily change in response to the specific shareholder demand. Initial members of the
Committee are comprised of Board members who were not members of the Board in 2012 when the Company adopted its Bylaws and are disinterested
and independent with respect to the matters set forth in the Letter discussed above. The Committee was authorized to engage, at the Company’s
expense, experts and advisors that the Committee deems appropriate to assist in its review and determination. Based on the Committee’s
review and analysis of the demand and the current case law, in connection with the above Letter, the Committee recommended to the Board
to reject such demand as being baseless. Based on the Committee’s recommendation to the Board, the Board determined that the demand
is meritless and rejected such demand.
Insurance
The
Company has a 25 -year finite risk insurance policy entered into in June 2003 (“2003 Closure Policy”) with AIG Specialty Insurance
Company (“AIG”), which provides financial assurance to the applicable states for our permitted facilities in the event of
unforeseen closure. The 2003 Closure Policy, as amended, provides for a maximum allowable coverage of $ 28,177,000 which includes available
capacity to allow for annual inflation and other performance and surety bond requirements. Total coverage under the 2003 Closure Policy,
as amended, was $ 23,951,000 as of June 30, 2025. As of June 30, 2025, and December 31, 2024, finite risk sinking funds contributed by
the Company related to the 2003 Closure Policy which is included in other long term assets on the accompanying Condensed Consolidated
Balance Sheets totaled $ 12,952,000 and $ 12,680,000 , respectively, which included interest earned of $ 3,481,000 and $ 3,209,000 on the
finite risk sinking funds as of June 30, 2025, and December 31, 2024, respectively. Interest income for the three and six months ended
June 30, 2025, was approximately $ 128,000 and $ 272,000 , respectively. Interest income for the three and six months ended June 30, 2024,
was approximately $ 150,000 and $ 298,000 , respectively. If we elect so, AIG is obligated to pay the Company an amount equal to 100 % of
the finite risk sinking fund account balance in return for complete release of liability from both the Company and any applicable regulatory
agency using this policy as an instrument to comply with financial assurance requirements.
17
Letter
of Credits and Bonding Requirements
From
time to time, the Company is required to post standby letters of credit and various bonds to support contractual obligations to customers
and other obligations, including facility closures. As of June 30, 2025, the total amount of standby letters of credit outstanding was
approximately $ 3,200,000 , and the total amount of bonds outstanding was approximately $ 21,044,000 .
10.
Discontinued
Operations
The
Company’s discontinued operations consist of all our subsidiaries included in our previous Industrial Segment which encompasses
subsidiaries divested in 2011 and prior and three previously closed locations.
The
Company’s discontinued operations had net losses of $ 133,000 (net of taxes of $ 0 ) and $ 166,000 (net of tax benefit of $ 51,000 )
for the three months ended June 30, 2025, and 2024, respectively and net losses of $ 206,000 (net of taxes of $ 0 ) and $$ 268,000 (net of
tax benefit of $ 79,000 ) for the six months ended June 30, 2025, and 2024, respectively. The losses were primarily due to costs incurred
in the administration and continued monitoring of our discontinued operations. The Company’s discontinued operations had no revenues
for each of the periods noted above.
The
following table presents the major class of assets of discontinued operations as of June 30, 2025, and December 31, 2024. No assets and
liabilities were held for sale at each of the periods noted.
Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet
June 30,
December 31,
(Amounts in Thousands)
2025
2024
Current assets
Other assets
$ 33
$ 20
Total current assets
33
20
Long-term assets
Property,
plant and equipment, net (1)
130
130
Total
long-term assets
130
130
Total
assets
$ 163
$ 150
Current liabilities
Accounts payable
$ 62
$ 90
Accrued expenses and other liabilities
159
153
Environmental liabilities
—
1
Total current liabilities
221
244
Long-term liabilities
Closure liabilities
184
179
Environmental liabilities
764
766
Total
long-term liabilities
948
945
Total
liabilities
$ 1,169
$ 1,189
(1) net of accumulated
depreciation of $ 10,000 for each period presented.
11.
Operating
Segments
In
accordance with ASC 280, “Segment Reporting”, the Company defines an operating segment as a business activity: (1) from which
we may earn revenue and incur expenses; (2) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”)
to make decisions about resources to be allocated to the segment and assess its performance; and (3) for which discrete financial information
is available.
18
The
Company has two reporting segments, consisting of the Treatment and Services Segments, which are primarily based on a service offering
approach and defined as follow:
TREATMENT
SEGMENT, which includes:
- nuclear,
low-level radioactive, mixed waste (containing both hazardous and low-level radioactive constituents),
hazardous and non-hazardous waste treatment, processing and disposal services primarily through
four uniquely licensed and permitted treatment and storage facilities; and
- R&D
activities to identify, develop and implement innovative waste processing techniques for
problematic waste streams.
SERVICES
SEGMENT, which includes:
- Technical
services, which include:
○ professional
radiological measurement and site survey of large government and commercial installations
using advanced methods, technology and engineering;
○ integrated
Occupational Safety and Health services including industrial hygiene (“IH”) assessments;
hazardous materials surveys, e.g., exposure monitoring; lead and asbestos management/abatement
oversight; indoor air quality evaluations; health risk and exposure assessments; health &
safety plan/program development, compliance auditing and training services; and Occupational
Safety and Health Administration (“OSHA”) citation assistance;
○ global
technical services providing consulting, engineering, project management, waste management,
environmental, and decontamination and decommissioning (“D&D”) field, technical,
and management personnel and services to commercial and government customers; and
○ on-site
waste management services to commercial and governmental customers.
- Nuclear
services, which include:
○ technology-based
services including engineering, D&D, specialty services and construction, logistics,
transportation, processing and disposal;
○ remediation
of nuclear licensed and federal facilities and the remediation cleanup of nuclear legacy
sites. Such services capability includes: project investigation; radiological engineering;
partial and total plant D&D; facility decontamination, dismantling, demolition, and planning;
site restoration; logistics; transportation; and emergency response; and
- A
company owned equipment calibration and maintenance laboratory that services, maintains,
calibrates, and sources (i.e., rental) health physics, IH and customized nuclear, environmental,
and occupational safety and health (“NEOSH”) instrumentation.
The
Company’s reporting segments exclude our corporate headquarter which serves to support its two reporting segments through various
functions, such as our executives, finance, treasury, human resources, accounting, and legal departments. Financial results for the corporate
headquarter are not considered by the CODM in evaluating the performance of the reportable segments. Our reporting segment also excludes
our discontinued operations (see “Note 10 – Discontinued Operations”) which do not generate revenues.
The
Company’s CODM is represented by its chief executive officer and chief operating officer (or “CODM group”). The CODM
group evaluates the performance of the Treatment and Services segments and allocates resources (including financial or capital resources)
to each reporting segment based on revenue and (loss) income from operations by comparing actual results for these metrics to budgeted
and forecasted amounts for these metrics on a monthly, quarterly and year-to-date basis. The Company’s CODM group does not evaluate
and allocate resources for the reportable segments using assets; therefore, the Company does not disclose assets for its reporting segments.
The
table below summarizes loss from operations for the Company’s two reporting segments and its corporate headquarter and provides
reconciliation of such financial metric to the Company’s consolidated totals for the three and six months ended June 30, 2025,
and 2024 for our continuing operations. Significant segment expenses that are included in the measure of segment profit or losses for
each reportable segment and regularly provided to the CODM group include payroll and benefit, material and supplies, disposal, transportation
and subcontract expenses and are reflected separately, where applicable (in thousands).
19
Schedule of Segment Reporting Information
Segment
Reporting for the Three Months Ended June 30, 2025
Treatment
Services
Segments
Total
Corporate
(1)
Consolidated
Total
Revenue from
external customers
$ 11,397
$ 3,189
$ 14,586
$ —
$ 14,586
Cost of Goods Sold:
Payroll
and benefits expenses
4,742
1,874
6,616
—
6,616
Material
and supplies expenses
1,235
—
1,235
—
1,235
Disposal
expenses
1,095
—
1,095
—
1,095
Transportation
expenses
366
—
366
—
366
Subcontract
expenses
—
158
158
—
158
Other
cost of goods sold (2)
2,393
1,176
3,569
—
3,569
Total cost of goods sold
9,831
3,208
13,039
—
13,039
Gross profit (loss)
1,566
( 19 )
1,547
—
1,547
Selling, general and administrative
expenses (“SG&A”):
Payroll
and benefits
942
647
1,589
940
2,529
Other
SG&A (3)
408
176
584
1,017
1,601
Total SG&A
1,350
823
2,173
1,957
4,130
Research and development
232
4
236
76
312
Gain on disposal of property
and equipment
( 1 )
—
( 1 )
—
( 1 )
Loss from operations
$ ( 15 )
$ ( 846 )
$ ( 861 )
$ ( 2,033 )
( 2,894 )
Interest income
301
Interest expense
( 124 )
Interest expense-financing
fees
( 21 )
Other income
155
Loss from continuing operations
before taxes
( 2,583 )
Income tax expense
—
Loss from continuing operations,
net of taxes
$ ( 2,583 )
Segment
Reporting for the Three Months Ended June 30, 2024
Treatment
Services
Segments
Total
Corporate
(1)
Consolidated
Total
Revenue
from external customers
$ 8,343
$ 5,643
$ 13,986
$ —
$ 13,986
Cost
of goods sold:
Payroll
and benefit expenses
3,943
1,977
5,920
—
5,920
Material
and supplies expenses
1,078
—
1,078
—
1,078
Disposal
expenses
1,854
—
1,854
—
1,854
Transportation
expenses
217
—
217
—
217
Subcontract
expenses
—
2,554
2,554
—
2,554
Other
cost of goods sold (2)
2,448
1,221
3,669
—
3,669
Total
cost of goods sold
9,540
5,752
15,292
—
15,292
Gross
loss
( 1,197 )
( 109 )
( 1,306 )
—
( 1,306 )
SG&A:
Payroll
and benefits
732
501
1,233
835
2,068
Other
SG&A (3)
343
165
508
879
1,387
Total
SG&A
1,075
666
1,741
1,714
3,455
Research
and development
186
24
210
63
273
Loss
on disposal of property and equiment
—
1
1
—
1
Loss
from operations
$ ( 2,458 )
$ ( 800 )
$ ( 3,258 )
$ ( 1,777 )
( 5,035 )
Interest
income
213
Interest
expense
( 109 )
Interest
expense-financing fees
( 16 )
Other
income
1
Loss
from continuing operations before taxes
( 4,946 )
Income
tax benefit
( 1,161 )
Loss
from continuing operations, net of taxes
$ ( 3,785 )
20
Segment
Reporting for the Six Months Ended June 30, 2025
Treatment
Services
Segments
Total
Corporate (1)
Consolidated
Total
Revenue
from external customers
$ 20,583
$ 7,922
$ 28,505
$ —
$ 28,505
Cost
of Goods Sold:
Payroll
and benefits expenses
9,179
3,887
13,066
—
13,066
Material
and supplies expenses
2,586
—
2,586
—
2,586
Disposal
expenses
1,316
—
1,316
—
1,316
Transportation
expenses
861
—
861
—
861
Subcontract
expenses
—
1,066
1,066
—
1,066
Other
cost of goods sold (2)
4,825
2,581
7,406
—
7,406
Total
cost of goods sold
18,767
7,534
26,301
—
26,301
Gross
profit
1,816
388
2,204
—
2,204
SG&A:
Payroll
and benefits
1,815
1,185
3,000
1,871
4,871
Other
SG&A (3)
891
374
1,265
2,009
3,274
Total
SG&A
2,706
1,559
4,265
3,880
8,145
Research
and development
523
27
550
145
695
Gain
on disposal of property and equipment
( 1 )
( 5 )
( 6 )
—
( 6 )
Loss
from operations
$ ( 1,412 )
$ ( 1,193 )
$ ( 2,605 )
$ ( 4,025 )
( 6,630 )
Interest
income
636
Interest
expense
( 236 )
Interest
expense-financing fees
( 41 )
Other
income
188
Loss
from continuing operations before taxes
( 6,083 )
Income
tax expense
—
Loss
from continuing operations, net of taxes
$ ( 6,083 )
Segment
Reporting for the Six Months Ended June 30, 2024
Treatment
Services
Segments
Total
Corporate (1)
Consolidated
Total
Revenue from external
customers
$ 17,052
$ 10,551
$ 27,603
$ —
$ 27,603
Cost of goods sold:
Payroll
and benefit expenses
7,695
4,429
12,124
—
12,124
Material
and supplies expenses
1,841
—
1,841
—
1,841
Disposal
expenses
3,423
—
3,423
—
3,423
Transportation
expenses
515
—
515
—
515
Subcontract
expenses
—
4,364
4,364
—
4,364
Other
cost of goods sold (2)
4,827
2,435
7,262
—
7,262
Total cost of goods sold
18,301
11,228
29,529
—
29,529
Gross loss
( 1,249 )
( 677 )
( 1,926 )
—
( 1,926 )
SG&A:
Payroll
and benefits
1,402
1,156
2,558
1,669
4,227
Other
SG&A (3)
738
302
1,040
1,732
2,772
Total SG&A
2,140
1,458
3,598
3,401
6,999
Research and development
404
52
456
113
569
Loss on disposal of property
and equiment
—
1
1
—
1
Loss from operations
$ ( 3,793 )
$ ( 2,188 )
$ ( 5,981 )
$ ( 3,514 )
( 9,495 )
Interest income
387
Interest expense
( 225 )
Interest expense-financing
fees
( 29 )
Other income
2
Loss from continuing operations
before taxes
( 9,360 )
Income tax benefit
( 2,117 )
Loss from continuing operations,
net of taxes
$ ( 7,243 )
(1) Amounts
reflect the activity for corporate headquarters not included in the segment reporting information.
(2) Other cost of goods sold for each reportable segment includes:
Treatment - lab, regulatory, repair and maintenance, depreciation and amortization, travel, outside services and general expenses.
Services
- material and supplies, disposal, transportation, lab, regulatory, repair and maintenance, depreciation
and amortization, travel, outside services and general expenses.
(3) Other
SG&A for each reportable segment and Corporate includes:
Treatment-depreciation
and amortization, travel, outside services, repair and maintenance and general expenses.
Services-
travel, outside services, repair and maintenance and general expenses.
Corporate-repair
and maintenance, depreciation and amortization, travel, public company, outside services and general
expenses.
21
The
following table presents depreciation and amortization for the three and six months ended June 30, (in thousand):
Schedule of Depreciation and Amortization
Three Months
Ended
Six Months Ended
June
30,
June
30,
2025
2024
2025
2024
Treatment
$ 389
$ 367
$ 771
$ 733
Services
38
44
81
89
Total segment
427
411
852
822
Corporate
10
19
21
40
Total
$ 437
$ 430
$ 873
$ 862
Depreciation and
amortization
$ 437
$ 430
$ 873
$ 862
The
following table presents capital expenditures for the three and six months ended June 30, (in thousand):
Schedule
of Capital Expenditures
Three Months
Ended
Six Months Ended
June
30,
June
30,
2025
2024
2025
2024
Treatment
$ 893
$ 457
$ 1,380
$ 617
Services
16
140
52
224
Total segment
909
597
1,432
841
Corporate
—
—
—
—
Total
$ 909 (1)
$ 597 (2)
$ 1,432 (1)
$ 841 (2)
Capital
expenditures
$ 909 (1)
$ 597 (2)
$ 1,432 (1)
$ 841 (2)
(1) Net of financed
amount of $ 0 and $ 132 for the three and six months ended June 30, 2025, respectively.
(2) Net of financed
amount of $ 0 and $ 44 for the three and six months ended June 30, 2024, respectively.
12.
Income Taxes
The
Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities
available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.
The
Company had income tax expense of $ 0 and income tax benefit of $ 1,161,000 for continuing operations for the three months ended June 30,
2025, and the corresponding period of 2024, respectively, and income tax expense of $ 0 and income tax benefit of $ 2,117,000 for continuing
operations for the six months ended June 30, 2025, and the corresponding period of 2024, respectively. The Company’s effective
tax rates were approximately 0 % and 23.5 % for the three months ended June 30, 2025, and the corresponding period of 2024, respectively,
and 0 % and 22.6 % for the six months ended June 30, 2025, and the corresponding period of 2024, respectively. The Company’s effective
tax rates for the three and six months ended June 30, 2025, were impacted by the Company’s recognition of a full valuation allowance
against its U.S federal and state deferred tax assets in the quarter ended September 30, 2024. The Company’s effective tax rates
for the three and six months ended June 30, 2024, were impacted by non-deductible expenses and state taxes. See Note 13 – “Subsequent
Events – Tax Matters” for a discussion as to the “One Big Beautiful Bill Act” that changes certain existing U.S.
tax laws.
22
13.
Subsequent Events
Management
evaluated events occurring subsequent to June 30, 2025, through August 7, 2025, the date these condensed consolidated financial statements
were available for issuance, and other than as noted below determined that no material recognizable subsequent events occurred.
Tax
Matter
On
July 4, 2025, the United States enacted tax reform legislation through the “One Big Beautiful Bill Act,” which changes existing
U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy
initiatives, in addition to other changes. The Company continues to evaluate the impact the new legislation will have on its consolidated
financial statements but does not anticipate a significant impact due to the Company’s valuation allowance position, among other
things.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking
Statements
Certain
statements contained within this report may be deemed “forward-looking statements” within the meaning of the “Private
Securities Litigation Reform Act of 1995.” All statements in this report other than a statement of historical fact are forward-looking
statements that are subject to known and unknown risks, uncertainties, and other factors, which could cause actual results and performance
of the Company to differ materially from such statements. The words “believe,” “expect,” “anticipate,”
“intend,” “will,” and similar expressions identify forward-looking statements. Forward-looking statements contained
herein relate to, among other things,
●
demand
for our services;
●
effect
of improvements to production in revenue;
●
reductions
in the level of government funding;
●
impact
of “One Big Beautiful Bill Act”;
●
effect
of changes to leadership at DOE;
●
continued
improvement in financial results the second half of 2025;
●
revenue
contribution from the West Valley Development Project in the second half of 2025;
●
approvals
of scope attributable to the Company under the West Valley Development Project contract;
●
sustained
receipts from DOE’s Hanford facility;
●
operations
of the West Valley Development Project;
●
Direct-Feed
Low-Activity Waste (“DFLAW”) to begin operations in the fourth quarter of 2025;
●
reducing
operating costs and non-essential expenditures;
●
ability
to meet loan agreement financial covenant requirements;
●
spending
priorities under new Administration;
●
stabilization
in changes in new administration and supporting policies;
●
cash
flow requirements for the next twelve months;
●
sufficient
cash flow and Liquidity to fund operations for the next twelve months;
●
reduction
in Liquidity;
●
international
initiatives;
●
amount
of capital expenditures;
●
manner
in which the applicable government will be required to spend funding to remediate various sites;
●
expansion
into international market;
●
funding
of operating and capital expenditures from cash from operations, Liquidity under our Loan Agreement, and/or financing;
●
our
PFAS (Per- and polyfluoroalkyl) technology process will exceed current treatment options available;
●
receipt
of an additional 50,000 gallons of aqueous film-forming foam (“AFFF”) liquid;
●
deployment
of the second generation unit;
●
strategy
for our System;
●
advancement
of our PFAS technology;
●
funding
of remediation expenditures for sites from funds generated internally;
●
compliance
with environmental regulations;
●
potential
effect of being a potentially responsible party (“PRP”); and
●
potential
violations of environmental laws and attendant remediation at our facilities.
23
While
the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance such expectations
will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described
in this report, including, but not limited to:
●
general
economic conditions and uncertainties;
●
inability
to properly bid contracts;
●
reduction
in or inability to obtain new contracts with federal, state and local governments, agencies and departments, resulting in a reduction
in revenue;
●
changes
in federal government budgeting and spending priorities;
●
failure
by Congress or other governmental bodies to approve budgets and debt ceiling increases in a timely fashion and related reductions
in government spending;
●
uncertainties
relating to the new presidential administration (the “Administration”) and failure of the Administration to spend Congressionally
mandated appropriations, which may result in the failure to realize the full amount of our backlog;
●
tariff
actions and uncertainties related to trade wars;
●
inability
to meet PNC covenant requirements;
●
inability
to collect in a timely manner a material amount of receivables;
●
increased
competitive pressures;
●
inability
to maintain and obtain required permits and approvals to conduct operations;
●
inability
to develop new and existing technologies in the conduct of operations;
●
inability
to maintain and obtain closure and operating insurance requirements;
●
discovery
of additional contamination or expanded contamination at any of the sites or facilities leased or owned by us or our subsidiaries
which would result in a material increase in remediation expenditures;
●
refusal
of third-party disposal sites to accept our waste;
●
changes
in federal, state and local laws and regulations, especially environmental laws and regulations, or in interpretation of such;
●
new
or additional requirements to handle low-level radioactive and hazardous waste materials;
●
management
retention and development;
●
financial
valuation of intangible assets is substantially more/less than expected;
●
the
need to use internally generated funds for purposes not presently anticipated;
●
inability
of the Company to maintain the listing of its Common Stock on the Nasdaq;
●
terminations
of contracts with government agencies or subcontracts involving government agencies or reduction in amount of waste delivered to
the Company under the contracts or subcontracts;
●
failure
of our Italian team partner to perform its requirements in connection with the Italian project;
●
changes
in the scope of work relating to existing contracts;
●
occurrence
of an event similar to COVID-19 having adverse effects on the U.S. and world economics;
●
renegotiation
or termination of contracts involving government agencies;
●
disposal
expense accrual could prove to be inadequate in the event the waste requires re-treatment;
●
inability
to raise capital on commercially reasonable terms;
●
inability
to increase profitable revenue;
●
risks
resulting from expanding our service offerings and client base;
●
non-acceptance
of our new technology;
●
adjustments
to our valuation allowance;
●
supply
chain difficulties;
●
pricing
adjustments;
●
cost
reduction measures;
●
new
governmental regulations; and
●
risk
factors and other factors set forth in “Special Note Regarding Forward-Looking Statements” contained in the Company’s
2024 Form 10-K and the “Forward-Looking Statements” contained in the Management’s Discussion and Analysis of Financial
Condition and Results of Operations” (“MD&A”) of the first quarter of 2025 and this second quarter 2025 10-Q.
24
Our
forward-looking statements are based on the beliefs and assumptions of our management and the information available to our management
at the time these statements were prepared. Although we believe the expectations reflected in these statements are reasonable, we cannot
guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance on the forward-looking
statements as noted above, which apply only to as of the date of this Form 10-Q. We undertake no obligation to update these forward-looking
statements, even if our situation changes in the future.
Overview
Our
results of operations for the second quarter of 2025 reflect marginal improvements from the corresponding period of 2024. Overall
revenue increased by $600,000 or 4.3% to $14,586,000 for the three months ended June 30, 2025, from $13,986,000 in the same period
of 2024. The increase was entirely from our Treatment Segment where revenue increased by $3,054,000 or approximately 36.6% to
$11,397,000 for the three months ended June 30, 2025, from $8,343,000 in the same period of 2024. The increase in Treatment Segment
revenue was primarily due to increased waste volume and higher averaged price waste from waste mix. With the increase in waste
receipts within our Treatment Segment, production challenges were realized that adversely
impacted revenue; however, we believe that these issues have been resolved through automation and operational adjustments. Services Segment revenue decreased $2,454,000 or 43.5% to $3,189,000 for the three months ended June 30, 2025, from $5,643,000 for
the same period of 2024. The decrease was attributed in part, to delays in project mobilizations from existing contracts along with
delays in procurements resulting from changes to the new Administration and supporting policies that continued into the second
quarter of 2025. We anticipate these changes should stabilize in the near future as new leadership within the U.S. Department of Energy (“DOE”) and other primary
federal clients nominate and confirm leadership into each agency. Gross profit increased $2,853,000 or 218.5% for the three months
ended June 30, 2025, as compared to the corresponding period of 2024. Selling, General, and Administrative (“SG&A”)
expenses increased by $675,000 or 19.5% for the three months ended June 30, 2025, as compared to the corresponding period of
2024.
Our
overall revenue increased by $902,000 or 3.3% to $28,505,000 for the six months ended June 30, 2025, from $27,603,000 for the
corresponding period of 2024. Similar to the second quarter of 2025, the increase was entirely from our Treatment Segment where
revenue increased by $3,531,000 or approximately 20.7% to $20,583,000 for the six months ended June 30, 2025, from $17,052,000 in
the same period of 2024. The increase in Treatment Segment revenue was primarily due to increased waste volume and higher
averaged price waste from waste mix. Services Segment revenue decreased $2,629,000 or 24.9% to $7,922,000 for the six months ended
June 30, 2025, from $10,551,000 for the same period of 2024 primarily due to the same reasons as discussed above for the three
months ended June 30, 2025. We generated a gross profit of $2,204,000 for the six months ended June 30, 2025, as compared to a gross
loss of $1,926,000 for the corresponding period of 2024, reflecting an overall increase in gross profit of $4,130,000 or 214.4%.
SG&A expenses increased by $1,146,000 or 16.4% for the six months ended June 30, 2025, as compared to the corresponding period
of 2024.
See
below “Results of Operations” for further discussions of our financial results for the three and six months ended June 30,
2025 as compared to the corresponding period of 2024.
25
Although
we saw marginal improvements in our financial results in the second quarter of 2025 and the six months ended June 30, 2025, as
compared to the corresponding periods of 2024, our results of operations for these periods did not meet our expectation. However, we
believe we are well positioned for continued improvements in the second half of 2025. Our Treatment backlog stands at approximately
$13,151,000, an increase of $5,292,000 or 67.3% from the December 31, 2024, balance of $7,859,000. Additionally, in December 2024,
BWXT Technologies and its team, of which we are a member, were awarded the West Valley Project contract for the cleanup operations
at the West Valley Development Project in West Valley, New York. The contract has a 10-year ordering period with a maximum value of
up to $3 billion that can be performed for up to 15 years. We expect revenue contribution from this project in the second half of
2025 as our scope under the contract is further defined, approved and transitions into operation. Also, we expect that the DFLAW
program at Hanford, Washington will begin initial tank waste treatment operations in the fourth quarter of 2025 which we believe our
PFNWR facility is well-positioned to support. We continue to focus on increasing our expansion into the international markets which
is reflected in revenue generated from foreign entities of approximately $3,589,000 for the six months ended June 30, 2025, as
compared to $1,030,000 for the corresponding period of 2024, an increase of $2,559,000 or 248.4%. Finally, we continue our
aggressive approach in research and development (“R&D”), sales and marketing efforts and capital expenditures of our
new PFAS technology which adversely impacted our results of operations for the first six months of 2025 (See “Known Trends and
Uncertainties – New Processing Technology” for a discussion of our new technology).
We
are attempting to make strategic improvements to our plants and equipment and bolster our operational staff to maximize our revenue production
capabilities. We are continually monitoring our operating costs to ensure alignment with our revenue level.
See
“Federal Funding” and “Market Trends and Uncertainties” in “Known Trends and Uncertainties” within
this MD&A for a discussion of factors that could negatively impact our results of operations for the remainder of 2025.
Business
Environment
Our
Treatment and Services Segments’ business continues to be heavily dependent on services that we provide to federal governmental
clients, primarily as subcontractors for others who are contractors to government entities or directly as the prime contractor. We believe
demand for our services will continue to be subject to fluctuations due to a variety of factors beyond our control, including, without
limitation, current economic and political conditions, government reductions, COVID like events, government budget issues and the manner
in which the applicable government authority will be required to spend funding to remediate various sites. In addition, our governmental
contracts and subcontracts relating to activities at federal governmental sites are generally subject to termination for convenience
at any time, at the government’s option. Significant reductions in the level of governmental funding or specifically mandated levels
for different programs that are important to our business could have a material adverse impact on our business, financial position, results
of operations, and cash flows.
Results
of Operations
The
reporting of financial results and pertinent discussions are tailored to our two reportable segments: The Treatment and Services.
26
Summary
– Three and Six Months Ended June 30, 2025 and 2024
Three Months
Ended
Six Months
Ended
June
30,
June
30,
Consolidated
(amounts in thousands)
2025
%
2024
%
2025
%
2024
%
Net revenues
$ 14,586
100.0
$ 13,986
100.0
$ 28,505
100.0
$ 27,603
100.0
Cost of goods sold
13,039
89.4
15,292
109.3
26,301
92.3
29,529
107.0
Gross
profit (loss)
1,547
10.6
(1,306 )
(9.3 )
2,204
7.7
(1,926 )
(7.0 )
Selling, general and administrative
4,130
28.3
3,455
24.7
8,145
28.6
6,999
25.4
Research and development
312
2.1
273
2.0
695
2.4
569
2.0
(Gain) loss on disposal
of property and equipment
(1 )
—
1
—
(6 )
—
1
—
Loss
from operations
(2,894 )
(19.8 )
(5,035 )
(36.0 )
(6,630 )
(23.3 )
(9,495 )
(34.4 )
Interest income
301
2.1
213
1.5
636
2.2
387
1.4
Interest expense
(124 )
(.9 )
(109 )
(.8 )
(236 )
(.8 )
(225 )
(.8 )
Interest expense-financing
fees
(21 )
(.1 )
(16 )
(.1 )
(41 )
(.1 )
(29 )
(.1 )
Other
155
1.0
1
—
188
.7
2
—
Loss from continuing operations
before taxes
(2,583 )
(17.7 )
(4,946 )
(35.4 )
(6,083 )
(21.3 )
(9,360 )
(33.9 )
Income tax benefit
—
—
(1,161 )
(8.3 )
—
—
(2,117 )
(7.7 )
Loss from continuing operations
$ (2,583 )
(17.7 )
$ (3,785 )
(27.1 )
$ (6,083 )
(21.3 )
$ (7,243 )
(26.2 )
Revenues
Consolidated
revenues increased $600,000 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, as follows:
(In
thousands)
2025
%
Revenue
2024
%
Revenue
Change
%
Change
Treatment
Government
waste
$ 7,196
49.3
$ 5,645
40.4
$ 1,551
27.5
Hazardous/non-hazardous
(1)
1,406
9.6
1,293
9.2
113
8.7
Other
nuclear waste
2,795
19.2
1,405
10.1
1,390
98.9
Total
11,397
78.1
8,343
59.7
3,054
36.6
Services
Nuclear
services
1,681
11.5
4,426
31.6
(2,745 )
(62.0 )
Technical
services
1,508
10.4
1,217
8.7
291
23.9
Total
3,189
21.9
5,643
40.3
(2,454 )
(43.5 )
Total
$ 14,586
100.0
$ 13,986
100.0
$ 600
4.3
(1)
Includes wastes generated by government clients of $567,000 and $608,000 for the three months ended June 30, 2025, and the corresponding
period of 2024, respectively.
Treatment
Segment overall revenue increased by $3,054,000 or 36.6% for the three months ended June 30, 2025, over the same period in 2024. The
overall increase in revenue in the Treatment Segment was primarily due to higher waste volume and higher averaged price waste from waste
mix. Our Treatment Segment revenue was also positively impacted by our international initiatives, which resulted in an increase in revenue
of approximately $558,000 or 150.8% in revenue as compared to the same period of last year. Services Segment revenue decreased by approximately
$2,454,000 or 43.5%. The decrease in revenue in the Services Segment was due to reasons as discussed in the “Overview” section.
Additionally, our Services Segment revenues are project based; as such, the scope, duration, and completion of each project vary.
27
Consolidated
revenues increased $902,000 for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, as follows:
(In
thousands)
2025
%
Revenue
2024
%
Revenue
Change
%
Change
Treatment
Government
waste
$ 14,213
49.8
$ 10,778
39.1
$ 3,435
31.9
Hazardous/non-hazardous
(1)
2,473
8.7
2,630
9.5
(157 )
(6.0 )
Other
nuclear waste
3,897
13.7
3,644
13.2
253
6.9
Total
20,583
72.2
17,052
61.8
3,531
20.7
Services
Nuclear
services
5,055
17.7
8,995
32.6
(3,940 )
(43.8 )
Technical
services
2,867
10.1
1,556
5.6
1,311
84.3
Total
7,922
27.8
10,551
38.2
(2,629 )
(24.9 )
Total
$ 28,505
100.0
$ 27,603
100.0
$ 902
3.3
(1)
Includes wastes generated by government clients of $1,007,000 and $1,236,000 for the six months ended June 30, 2025, and the corresponding
period of 2024, respectively.
Treatment
Segment overall revenue increased by $3,531,000 or 20.7% for the three months ended June 30, 2025, over the same period in 2024. The
overall increase in revenue in the Treatment Segment was primarily due to higher waste volume and higher averaged price waste from waste
mix. Our Treatment Services Segment revenue was also positively impacted by our international initiatives, which resulted in an increase
in revenue of approximately $2,580,000 or 315.8% as compared to the same period of last year. Services Segment revenue decreased by approximately
$2,629,000 or 24.9%. The decrease in revenue in the Services Segment was due to reasons as discussed in the “Overview” section.
Additionally, our Services Segment revenues are project based; as such, the scope, duration, and completion of each project vary.
Cost
of Goods Sold
Cost
of goods sold decreased $2,253,000 for the quarter ended June 30, 2025, as compared to the quarter ended June 30, 2024, as follows:
%
%
(In thousands)
2025
Revenue
2024
Revenue
Change
Treatment
$ 9,831
86.3
$ 9,540
114.3
$ 291
Services
3,208
100.6
5,752
101.9
(2,544 )
Total
$ 13,039
89.4
$ 15,292
109.3
$ (2,253 )
Cost
of goods sold for the Treatment Segment increased by approximately $291,000 or 3.1%. Treatment Segment’s overall fixed costs were
higher by approximately $682,000 resulting from the following: salaries and payroll related expenses were higher by approximately $665,000
due to additional headcount; maintenance expenses were higher by approximately $38,000; depreciation expenses were higher by $25,000;
travel expense were higher by $21,000; general expenses were higher by $11,000; and regulatory expenses were lower by $78,000. Treatment
Segment’s variable costs decreased by approximately $391,000 primarily due to lower disposal costs of $758,000 and lower outside
services costs of $86,000, offset by overall higher material and supplies, transportation and other costs of approximately $453,000.
Within our Treatment Segment, variable cost categories can fluctuate based on waste mix. Services Segment cost of goods sold decreased
$2,544,000 or 44.2% primarily due to lower revenue. The decrease in cost of goods sold was primarily due to overall lower salaries/payroll
related, outside services, and travel costs totaling approximately $2,500,000; lower regulatory costs of $24,000; lower general expenses
of $13,000 in various categories; and lower depreciation expense of approximately $7,000. Included within cost of goods sold is depreciation
and amortization expense of $423,000 and $405,000 for the three months ended June 30, 2025, and 2024, respectively.
Cost
of goods sold decreased $3,228,000 for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, as follows:
%
%
(In
thousands)
2025
Revenue
2024
Revenue
Change
Treatment
$ 18,767
91.2
$ 18,301
107.3
$ 466
Services
7,534
95.1
11,228
106.4
(3,694 )
Total
$ 26,301
92.3
$ 29,529
107.0
$ (3,228 )
28
Cost
of goods sold for the Treatment Segment increased by approximately $466,000 or 2.5%. Treatment Segment’s overall fixed costs were
higher by approximately $1,225,000 resulting from the following: salaries and payroll related expenses were higher by $1,221,000 due
to higher headcount. Additionally, salaries and payroll related expenses were higher in the first six months of 2025 as more employees
took vacation time in the first six months of 2024 resulting in more hours charged to vacation accrual account; general expenses were
higher by $124,000 primarily due to higher utility costs; maintenance expenses were higher by approximately $52,000; depreciation expenses
were higher by $42,000; and regulatory expenses were lower by approximately $218,000. Treatment Segment’s variable costs decreased
by approximately $759,000 primarily due to lower disposal costs of $2,107,000 and lower outside services costs of $79,000, offset by
overall higher material and supplies, transportation and other costs of approximately $1,427,000. Within our Treatment Segment, variable
cost categories can fluctuate based on waste mix. Services Segment cost of goods sold decreased $3,694,000 or 32.9% primarily due to
lower revenue. The decrease in cost of goods sold was primarily due to overall lower salaries/payroll related, outside services, and
travel costs totaling approximately $4,012,000; lower depreciation expenses totaling approximately $8,000; lower regulatory costs of
$39,000; lower general expenses of approximately $104,000 in various categories; and overall higher material and supplies, lab and disposal
costs totaling approximately $469.000. Included within cost of goods sold is depreciation and amortization expense of $845,000 and $810,000
for the six months ended June 30, 2025, and 2024, respectively.
Gross
Profit (Loss)
Gross
profit for the quarter ended June 30, 2025, increased $2,853,000 over the same period in 2024, as follows:
%
%
(In thousands)
2025
Revenue
2024
Revenue
Change
Treatment
$ 1,566
13.7
$ (1,197 )
(14.3 )
$ 2,763
Services
(19 )
(0.6 )
(109 )
(1.9 )
90
Total
$ 1,547
10.6
$ (1,306 )
(9.3 )
$ 2,853
Treatment
Segment gross profit increased by $2,763,000 or approximately 230.8% and gross margin increased to 13.7% % from (14.3)% primarily due
to higher revenue from higher waste volume and higher averaged price from waste mix. The increase in fixed costs within the Treatment
Segment negatively impacted gross profit and gross margin. Services Segment gross profit increased by $90,000 or approximately 82.6%
and gross margin improved slightly from (1.9)% to (0.6)%. The increases were attributed primarily to overall improved margin on projects
and lower fixed costs which were offset by the impact of lower revenue. Our Services Segment gross margin is impacted
by our current projects which are competitively bid on and will therefore, have varying margin structures.
Gross
profit for the six months ended June 30, 2025, increased $4,130,000 over 2024, as follows:
%
%
(In thousands)
2025
Revenue
2024
Revenue
Change
Treatment
$ 1,816
8.8
$ (1,249 )
(7.3 )
$ 3,065
Services
388
4.9
(677 )
(6.4 )
1,065
Total
$ 2,204
7.7
$ (1,926 )
(7.0 )
$ 4,130
Treatment
Segment gross profit increased by $3,065,000 or approximately 245.4% and gross margin increased to 8.8% % from (7.3)% primarily due to
higher revenue from higher waste volume and higher averaged price from waste mix. The increase in fixed costs within the Treatment
Segment negatively impacted gross profit and gross margin. Services Segment gross profit increased by $1,065,000 or approximately 157.3%
and gross margin improved from (6.4)% to 4.9%. Similar to the second quarter of 2025, the increases were attributed primarily to overall
improved margin on projects and lower fixed costs which were offset by the impact of lower revenue. Our Services Segment
gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.
29
SG&A
SG& A
expenses increased $675,000 for the three months ended June 30, 2025, as compared to the corresponding period for 2024, as follows:
(In
thousands)
2025
%
Revenue
2024
%
Revenue
Change
Administrative
$ 1,957
—
$ 1,714
—
$ 243
Treatment
1,350
11.8
1,075
12.9
275
Services
823
25.8
666
11.8
157
Total
$ 4,130
28.3
$ 3,455
24.7
$ 675
Administrative
SG&A expenses were higher primarily due to higher salaries, payroll related expenses and stock option compensation expenses totaling
approximately $105,000. The hiring of the Company’s new COO in January 2025 contributed to this increase. The remaining higher
expenses in Administrative SG&A expenses were primarily due to higher outside services expenses of approximately $103,000 from more
consulting and business matters, higher general expenses by approximately $19,000 in various categories and higher travel expenses of
approximately $16,000 due to more travel by senior management. Treatment Segment SG&A expenses were higher primarily due to the following:
salaries and payroll related expenses were higher by approximately $210,000 as more employee hours were allocated to marketing initiatives
of our new PFAS technology and overall business development; bad debt expenses were higher by approximately $29,000; general expense
were higher by approximately $39,000 in various categories; travel expenses were slightly higher by $7,000; and outside services expenses
were lower by approximately $10,000. Services Segment SG&A expenses were higher primarily due to the following: salaries and payroll
related expenses were higher by approximately $146,000 as more employee hours were spent on bid and proposals; general expenses were
higher by approximately $17,000 in various categories; and travel expense were slightly lower by approximately $6,000. Included in SG&A
expenses is depreciation and amortization expense of $14,000 and $25,000 for the three months ended June 30, 2025, and 2024, respectively.
SG& A
expenses increased $1,146,000 for the six months ended June 30, 2025, as compared to the corresponding period for 2024, as follows:
(In
thousands)
2025
%
Revenue
2024
%
Revenue
Change
Administrative
$ 3,880
—
$ 3,401
—
$ 479
Treatment
2,706
13.1
2,140
12.5
566
Services
1,559
19.7
1,458
13.8
101
Total
$ 8,145
28.6
$ 6,999
25.4
$ 1,146
Administrative
SG&A expenses were higher primarily due to higher salaries, payroll related expenses and stock option compensation expenses totaling
approximately $203,000. The hiring of the Company’s new COO in January 2025 contributed to this increase. Additionally, salaries
and payroll related expenses were higher in the first six months of 2025 as more employees took vacation time in the first six months
of 2024 resulting in more hours charged to vacation accrual account. The remaining higher expenses in Administrative SG&A expenses
were primarily due to higher outside services expenses by approximately $228,000 from more legal, consulting and business matters, higher
general expenses of approximately $21,000 in various categories and higher travel expenses of approximately $27,000 due to more travel
by senior management. Treatment Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses
were higher by approximately $414,000 as more employee hours were allocated to marketing initiatives of our new PFAS technology and overall
business development; bad debt expenses were higher by approximately $31,000; general expense were higher by approximately $120,000 in
various categories (which include higher tradeshow expense of approximately $53,000); travel expenses were higher by $11,000; and outside
services expenses were lower by approximately $10,000. Services Segment SG&A expenses were higher primarily due to the following:
salaries and payroll related expenses were higher by approximately $29,000 as more employee hours were spent on bid and proposals in
the second quarter of 2025 as discussed above; general expenses were higher by approximately $41,000 in various categories; outside services
expenses were higher by approximately $29,000 due to more consulting matters; and travel expense were slightly higher by approximately
$2,000. Included in SG&A expenses is depreciation and amortization expense of $28,000 and $52,000 for the six months ended June 30,
2025, and 2024, respectively.
30
Interest
Income
Interest
income increased by approximately $88,000 and $249,000 for the three and six months ended June 30, 2025, respectively, as compared to
the corresponding period of 2024 primarily due to higher interest income earned from funds deposited into our money market deposit account
(“MMDA”) from the two equity raises that were completed in May 2024 and December 2024.
Income
Taxes
We
had income tax expense of $0 and income tax benefit of $1,161,000 for continuing operations for the three months ended June 30, 2025,
and the corresponding period of 2024, respectively, and income tax expense of $0 and income tax benefit of $2,117,000 for continuing
operations for the six months ended June 30, 2025, and the corresponding period of 2024, respectively. Our effective tax rates were approximately
0% and 23.5% for the three months ended June 30, 2025, and the corresponding period of 2024, respectively, and 0% and 22.6% for the six
months ended June 30, 2025, and the corresponding period of 2024, respectively. Our effective tax rates for the three and six months
ended June 30, 2025, were impacted by our recognition of a full valuation allowance against our U.S federal and state deferred tax assets
in the quarter ended September 30, 2024. Our effective tax rates for the three and six months ended June 30, 2024, were impacted by non-deductible
expenses and state taxes.
On
July 4, 2025, the United States enacted tax reform legislation through the “One Big Beautiful Bill Act,” which changes existing
U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy
initiatives, in addition to other changes. We continue to evaluate the impact the new legislation will have on our consolidated financial
statements but does not anticipate a significant impact due to our valuation allowance position, among other things.
Liquidity
and Capital Resources
Our
cash flow requirements during the six months ended June 30, 2025, were financed by our Liquidity (defined under our Loan Agreement as
borrowing availability under the revolving credit plus cash in our MMDA maintained with our lender). Our MMDA consist of cash received in connection with the sale of our Common Stock completed in 2024 as discussed
below under “Financing Activities.” We believe our cash flow requirements
for the next twelve months will consist primarily of general working capital needs, scheduled principal payments on our debt obligations,
remediation projects, R&D on our PFAS technology and capital expenditures (which include our PFAS technology) (see “Known Trends
and Uncertainties – New Processing Technology” within this MD&A for a discussion of this technology). We plan to fund
these requirements from our operations and our Liquidity. We are continually reviewing operating costs and reviewing the possibility
of further reducing operating costs and non-essential expenditures to bring them in line with revenue levels. As of June 30, 2025, we
had no outstanding borrowing under our Revolving Credit and our Liquidity was approximately $25,440,000. We believe that our cash flows
from operations and our Liquidity should be sufficient to fund our operations for the next twelve months. Although we believe our operations
should improve in the remainder of 2025, if we continue to incur losses such as in the first and second quarters of 2025, this could
cause a reduction in our Liquidity.
31
The
following table reflects the cash flow activities during the first six months of 2025 and 2024.
Six Months Ended
June
30,
(In
thousands)
2025
2024
Cash used in
operating activities of continuing operations
$ (3,773 )
$ (5,570 )
Cash used in operating
activities of discontinued operations
(222 )
(245 )
Cash used in investing
activities of continuing operations
(1,473 )
(1,342 )
Cash used in investing
activities of discontinued operations
(16 )
(49 )
Cash (used in) provided
by financing activities of continuing operations
(626 )
18,127
Effect of exchange rate
changes in cash
1
(1 )
Decreaes (increase) in
cash and finite risk sinking fund (restricted cash)
$ (6,109 )
$ 10,920
As
of June 30, 2025, we were in a positive cash position with no revolving credit balance. As of June 30, 2025, we had cash on hand of approximately
$22,594,000.
Operating
Activities
Cash
used in operating activities of our continuing operations during the first six months of 2025 consisted mostly of the significant net
loss that we incurred of approximately $6,083,000, adjusted for certain non-cash items, such as $382,000 of stock-based compensation
expenses and $873,000 of depreciation and amortization expenses. Cash flow increase of approximately $738,000 resulting from net change
in assets and liabilities reflects a decrease in accounts receivable (net of provision for credit losses) of $2,974,000, a net decrease
in inventories, prepaids and other assets totaling approximately of $463,000, offset by an increase in unbilled receivables of $1,297,000
and a net decrease in accounts payable, accrued expenses, deferred revenue and other accruals totaling approximately $1,402,000. Our
accounts receivables are impacted by timing of invoicing and collections. Our contracts with our customers are subject to various payment
terms and conditions.
Cash
used in operating activities of our continuing operations during the first six months of 2024 consisted primarily of the significant
net loss that we incurred of approximately $7,243,000, adjusted for certain non-cash items, which included $284,000 of stock-based compensation
expenses, $862,000 of depreciation and amortization expense and deferred income tax benefit of $2,117,000. Cash flow increase of approximately
$2,388,000 resulting from net change in assets and liabilities included a net decrease in accounts receivable (net of recovery in credit
losses) and unbilled receivables totaling approximately $4,667,000, a net decrease in inventories and prepaid and other assets totaling
approximately of $1,670,000, offset by a net decrease in accounts payables, accrued expenses, deferred revenue and other accruals totaling
approximately $3,949,000.
Cash
used in operating activities of our discontinued operations in the first six months of 2025 and 2024 consisted primarily of expenses
incurred in connection with management and administration of regulatory matters for the Company’s remediation projects.
We
had working capital of $21,481,000 (which included working capital of our discontinued operations) as of June 30, 2025, as compared to
working capital of $28,283,000 as of December 31, 2024. The decrease in our working capital was primarily due to the losses incurred
from our operations during the six months of 2025 as previously discussed.
Investing
Activities
Cash
used in investing activities of our continuing operations in the first six months of 2025 consisted mostly of our purchases of property
and equipment totaling approximately $1,564,000, of which $132,000 was financed. The remaining cash used in investing activities consisted
of cash outlays made in connection with our operating permits and certain intangible assets. Total cash used in investing activities
of our continuing operations was partially offset by approximately $33,000 from our sale of idle equipment.
32
Cash
used in investing activities of our discontinued operations in the first six months of 2025 consisted of payments made in connection
with a certain regulatory permit at our PFSG subsidiary.
Cash
used in investing activities of our continuing operations in the first six months of 2024 consisted mostly of our purchases of property
and equipment totaling approximately $885,000, of which $44,000 was financed. The remaining cash used in investing activities of $502,000
consisted of cash outlays made in connection with our operating permits and certain intangible assets.
Cash
used in investing activities of our discontinued operations in the first six months of 2024 consisted of payments made for roof replacement
at our PFSG location.
The
increase in our purchases of property and equipment in the six months ended June 30, 2025, as compared to the corresponding period of
2024 was primarily due to capital expenditures made in connection with our PFAS technology and plant improvements and equipment purchases
related to increased productivity and safety measures.
Capital
Expenditures
We
anticipate making capital expenditures of approximately up to $6,000,000 for the twelve months ended December 31, 2025, to maintain operations
and regulatory compliance requirements and support revenue growth. Our anticipated capital expenditures for 2025 include certain strategic
project initiatives which include the installation of our second generation unit for our PFAS technology (see “Known Trends and
Uncertainties – New Processing Technology”). We plan to fund our capital expenditures for 2025 from cash from operations,
Liquidity and/or financing. The initiation and timing of our capital expenditures in 2025 are subject to a number of factors which include,
among other things, cost/benefit analysis, the pace of our strategic project initiatives and improvement in our operations.
Financing
Activities
Our
cash used in financing during the first six months of 2025 consisted mostly of principal payments of approximately $313,000 primarily
for our Term and Capital Loans under our Credit Facility (see below for a discussion of our Credit Facility) principal payments of $148,000
for our finance leases, payments of $194,000 of offering costs from the equity raise that we completed in December 2024, partially offset
by proceeds received from option exercises of approximately $49,000.
As
previously reported, during 2024, we had two offerings of our Common Stock which increased our cash position. As discussed below, in
May 2024, we had the first offering. In December 2024, we completed the second securities offering in which we received net proceeds
of approximately $23,208,000 after deducting offering fees and expenses.
Our
cash provided in financing during the first six months of 2024 consisted primarily of net proceeds of $18,636,000 received from the sale
of our Common Stock in May 2024 and proceeds received from option and warrant exercises totaling approximately $218,000, partially offset
by principal payments of approximately $520,000 for our Term and Capital Loans under our Credit Facility and principal payments of $146,000
for our finance leases.
Credit
Facility
We
entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020, which has since been
amended, with PNC National Association (“PNC” and “lender”), acting as agent and lender (the “Loan Agreement”).
The Loan Agreement provides us with a credit facility with a maturity date of May 15, 2027 (the “Credit Facility”) which
consists of the following as of June 30, 2025: (a) up to $12,500,000 revolving credit (“Revolving Credit”), which borrowing
capacity is subject to eligible receivables (as defined) and reduced by outstanding standby letters of credit ($3,200,000 as of June
30, 2025) and borrowing reductions that our lender may impose from time to time ($750,000 as of June 30, 2025); (b) a term loan (“Term
Loan”) of $2,500,000, requiring monthly installments of $41,667; and (c) a capital expenditure loan (“Capital Loan”)
of approximately $524,000, requiring monthly installments of principal of approximately $8,700 plus interest.
33
On
March 11, 2025, we entered into an amendment to our Loan Agreement with our lender which provided the following, among other things:
● removed
the quarterly fixed charge coverage ratio (“FCCR”) covenant testing requirement
utilizing a twelve-month trailing basis; however, such FCCR testing requirement will be triggered
on the day we fail to meet a minimum of $5,000,000 in daily Liquidity. If triggered, we will
be required to show compliance of an FCCR ratio of not less than 1.15 to 1.00 utilizing a
trailing twelve-month-period ended starting with the most recently reported fiscal quarter
and each fiscal quarter thereafter. The FCCR testing requirement can be removed again once
we are able to achieve a minimum of $5,000,000 in daily Liquidity for a thirty-consecutive-day
period from the trigger date;
● revised
the Facility Fee (as defined) from .375% to .500%. Such fee percentage will revert back to
.375% at such time that we are able to achieve a minimum 1.15 to 1.00 ratio in FCCR on a
twelve-month trailing basis; and
● required
payment of an amendment fee of $12,500 by the Company, which is being amortized over the
remaining term of the Loan Agreement as interest expense-financing fees.
Our
Loan Agreement, as amended, with PNC, contains certain financial covenant requirements, along with customary representations and warranties.
A breach of any of these financial covenant requirements, unless waived by PNC, could result in a default under our Loan Agreement allowing
our lender to immediately require the repayment of all outstanding debt under our Loan Agreement and terminate all commitments to extend
further credit. We met all of our financial covenant requirements in the first and second quarters of 2025. We expect to meet our covenant
requirements under our Loan Agreement for the next twelve months.
Off
Balance Sheet Arrangements
From
time to time, we are required to post standby letters of credit and various bonds to support contractual obligations to customers and
other obligations, including facility closures. As of June 30, 2025, the total amount of standby letters of credit outstanding totaled
approximately $3,200,000 and the total amount of bonds outstanding totaled approximately $21,044,000. We also provide closure and post-closure
requirements through a financial assurance policy for certain of our Treatment Segment facilities through AIG. As of June 30, 2025, the
closure and post-closure requirements for these facilities were approximately $23,951,000.
Critical
Accounting Policies and Estimates
There
were no significant changes in our accounting policies or critical accounting estimates that are discussed in our Annual Report on Form
10-K for the year ended December 31, 2024.
Recent
Accounting Pronouncements
See
“Note 2 – Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements”
for the recent accounting pronouncement that was adopted in the first six months of 2025 and recent accounting pronouncements that will
be adopted in future periods.
Known
Trends and Uncertainties
Significant
Customers . The contracts that we are a party to with others as subcontractors to the federal government or directly with the federal
government generally provide that the government may terminate the contract at any time for convenience at the government’s option.
Our inability to continue under existing contracts that we have with the federal government authorities (directly or indirectly as a
subcontractor) or significant reductions in the level of governmental funding in any given year could have a material adverse impact
on our operations and financial condition. We performed services relating to waste generated by federal government clients, either indirectly
as a subcontractor or directly as a prime contractor to federal government entities, representing approximately $9,204,000 or 63.1% and
$17,609,000 or 61.8% of our total revenues during the three and six months ended June 30, 2025, respectively, as compared to $9,669,000
or 69.1% and $18,699,000 or 67.7% of our total revenues during the corresponding period of 2024.
Federal
Funding. As previously disclosed, a significant portion of our revenue is generated through contracts entered into indirectly as
subcontractors for prime contractors or directly as a prime contractor to federal government. Government funding levels in general have
uncertainties associated with planned federal projects and procurements. Our results of operations in the first half of 2025 were adversely
impacted in part, by delays in procurements which, we believe, resulted directly from changes in the administration and supporting policies.
We anticipate these changes should stabilize in the near future as new leadership within the DOE and other primary federal clients nominate
and confirm leadership into each agency. Although we believe the recently proposed White House Budget and subsequent OMB (The Office
of Management and Budget) published funding levels do not appear to suggest significant impacts to opportunities for the Company, we
continue to be subjected to changes in spending priorities of government entities that we do business with which could negatively impact
our financial results by impairing our ability to perform work on existing contracts, delaying or cancelling procurement actions and
waste shipments by government entities, and /or cause other disruptions or delays.
34
Market
Trends and Uncertainties. Macroeconomic conditions which include recent government and policy changes implemented in the United States,
tariff actions and uncertainties related to trade wars, ambiguity around interest rates, softening labor markets, have created significant
uncertainty in the global economy, volatility in the capital markets and recessionary pressures. We continue to monitor potential effects
from these conditions that could impact our revenue and profitability which include supply chain challenges, cost volatility in goods
that we utilize in our revenue production, and economic pressures on our customers that may result in reduced spending. While we have
experienced limited impact from these conditions at this time, we continue to evaluate and implement a range of strategic options which
we believe will assist us to manage potential impacts from these factors, including supply chain optimization, pricing strategies, sourcing
adjustments and cost reduction measures in order to minimize impacts to our financial results.
New
Processing Technology. We have completed the fabrication, installation, commissioning and startup of our first full scale commercial
Perma-FAS system (“System”) for PFAS destruction, located at our Perma-Fix Florida, Inc. facility. PFAS, commonly known as
“forever chemicals,” is the acronym for Perfluoroalkyl and Polyfluoroalkyl Substances, a diverse group of thousands of human-made
chemical pollutants that have the potential to persist in both the environment and the human body. An increasing number of studies have
documented adverse health risks that are associated with PFAS exposure, including increased risks of some cancers, reduced immune function,
and developmental delays in children. Commercial destruction of PFAS offers a promising new source of revenue for us, as it complements
our core waste remediation technologies, and we have filed patent applications relating to our System technology for PFAS destruction.
With the successful startup of our pilot System, we have already processed commercial quantities of PFAS-containing waste materials.
There are limited current treatment options for these materials, and we expect that our process will exceed any of these other current
methods. Some of the sizable markets for PFAS include AFFF firefighting foams, both expired concentrate and flushing liquids, contaminated
liquids from PFAS systems, and other water-based separation products from a variety of industrial systems. We have already secured and
are treating approximately 10,000 gallons of AFFF liquids to support ongoing operations, demonstration, and further testing of our System.
We believe that we will receive an additional 50,000 gallons in the coming months.
Our
strategy for our System includes continued treatment of PFAS liquids over the coming months and targeting engineering refinements to
support larger-scale Systems. With significant upgrades to our prototype currently in the design phase, we anticipate deployment of the
second generation unit in the fourth quarter of 2025 at one of our other existing treatment facilities. In the next several calendar
quarters we expect to advance the Perma-FAS technology from demonstrated successful bench-scale testing to pilot-scale applications for
soil, biosolids, and filter media, broadening the reach of our System’s PFAS destruction capabilities.
Environmental
Contingencies
We
are engaged in the waste management services segment of the pollution control industry. As a participant in the on-site treatment, storage
and disposal market and the off-site treatment and services market, we are subject to rigorous federal, state and local regulations.
These regulations mandate strict compliance and therefore are a cost and concern to us. Because of their integral role in providing quality
environmental services, we make every reasonable attempt to maintain complete compliance with these regulations; however, even with a
diligent commitment, we, along with many of our competitors, may be required to pay fines for violations or investigate and potentially
remediate our waste management facilities.
We
routinely use third party disposal companies, who ultimately destroy, or secure landfill residual materials generated at our facilities
or at a client’s site. In the past, numerous third-party disposal sites have improperly managed waste and consequently require
remedial action; consequently, any party utilizing these sites may be liable for some or all of the remedial costs. Despite our aggressive
compliance and auditing procedures for disposal of wastes, we could further be notified, in the future, that we are a potentially responsible
party (“PRP”) at a remedial action site, which could have a material adverse effect.
35
We
have three environmental remediation projects, all within our discontinued operations, which principally entail the removal/remediation
of contaminated soil, and, in most cases, the remediation of surrounding ground water. We expect to fund the expenses to remediate these
sites from funds generated from operations. As of June 30, 2025, we had total accrued environmental remediation liabilities of $764,000,
a decrease of $3,000 from the December 31, 2024 balance of $767,000. The decrease represents payments for our PFSG remediation project.
As of June 30, 2025, the total balance of the accrued environmental remediation liabilities was recorded as long-term.
Item
3. Quantitative and Qualitative Disclosures about Market Risks
Not
required for smaller reporting companies.
Item
4. Controls and Procedures
(a)
Evaluation
of disclosure controls and procedures.
We
maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our periodic reports filed with the Securities and Exchange Commission
is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and that such information is accumulated
and communicated to our management. As of the end of the period covered by this report, we
conducted an evaluation with the participation of our Principal Executive Officer and Principal
Financial Officer. Based on this recent assessment, our Principal Executive Officer and Principal
Financial Officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) were
effective as of June 30, 2025.
(b)
Changes
in internal control over financial reporting.
There
was no other change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
There
are no material legal proceedings pending against us and/or our subsidiaries not previously reported by us in Item 3 of our Form 10-K
for the year ended December 31, 2024. Additionally, there has been no other material change in legal proceedings previously disclosed
by us in our Form 10-Q for the quarter ended March 31, 2025.
Item
1A. Risk Factors
There
has been no other material change from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2024, except
as follows:
The
following additional Risk Factor under “Risks Relating to our Financial Performance and Position and Need for Financing”
is as follows:
We
have sustained losses during the first six months of 2025.
The
Company sustained losses during the first six months of 2025. We believe that our results of operations should improve starting in the
second half of 2025. If, however, we fail to become profitable on an annualized basis in the foreseeable future, this could have a material
adverse effect on our operations, credit facility, liquidity and potential growth.
Item
6. Exhibits
(a)
Exhibits
31.1
Certification
by Mark Duff, Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
31.2
Certification
by Ben Naccarato, Chief Financial Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
32.1
Certification
by Mark Duff, Chief Executive Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
32.2
Certification
by Ben Naccarato, Chief Financial Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
101.INS
XBRL
Instance Document*
101.SCH
XBRL
Taxonomy Extension Schema Document*
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL
Taxonomy Extension Labels Linkbase Document*
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase Document*
*
Pursuant to Rule 406T of Regulation S-T, the Interactive Data File in Exhibit 101 hereto are deemed not filed or part of a registration
statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purpose
of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
36
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
PERMA-FIX
ENVIRONMENTAL SERVICES
Date:
August 7, 2025
By:
/s/
Mark Duff
Mark
Duff
President
and Chief (Principal) Executive Officer
Date:
August 7, 2025
By:
/s/
Ben Naccarato
Ben
Naccarato
Chief
(Principal) Financial Officer
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.