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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 September 30, 2023

 

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.
(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 Market

 

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 November 1, 2023  
  Common Stock, $.001 Par Value   13,613,334 shares  

 

 

 

 
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

 

INDEX

 

  Page No.
PART I FINANCIAL INFORMATION 1
       
  Item 1. Condensed Consolidated Financial Statements  
       
    Condensed Consolidated Balance Sheets -September 30, 2023 and December 31, 2022 1
       
    Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2023 and 2022 3
       
    Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended September 30, 2023 and 2022 4
       
    Condensed Consolidated Statement of Stockholders’ Equity - Nine Months Ended September 30, 2023 and 2022 5
       
    Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2023 and 2022 6
       
    Notes to Condensed Consolidated Financial Statements 7
       
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
       
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 34
       
  Item 4. Controls and Procedures 34
       
PART II OTHER INFORMATION 35
       
  Item 1. Legal Proceedings 35
       
  Item 1A. Risk Factors 35
       
  Item 6. Exhibits 35

 

 
 

 

PART I - FINANCIAL INFORMATION

ITEM 1. – Financial Statements

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Condensed Consolidated Balance Sheets

 

   September 30,     
   2023   December 31, 
(Amounts in Thousands, Except for Share and Per Share Amounts)  (Unaudited)   2022 
         
ASSETS          
Current assets:          
Cash  $1,988   $1,866 
Accounts receivable, net of allowance for credit losses of $42 and $57, respectively   15,342    9,364 
Unbilled receivables   9,336    6,062 
Inventories   1,030    814 
Prepaid and other assets   4,506    5,405 
Current assets related to discontinued operations   15    15 
Total current assets   32,217    23,526 
           
Property and equipment:          
Buildings and land   24,103    24,021 
Equipment   22,345    21,242 
Vehicles   434    442 
Leasehold improvements   8    23 
Office furniture and equipment   1,129    1,299 
Construction-in-progress   1,193    727 
Total property and equipment   49,212    47,754 
Less accumulated depreciation   (30,519)   (28,797)
Net property and equipment   18,693    18,957 
           
Property and equipment related to discontinued operations   81    81 
           
Operating lease right-of-use assets   2,094    1,971 
           
Intangibles and other long term assets:          
Permits   9,646    9,610 
Other intangible assets - net   477    629 
Finite risk sinking fund (restricted cash)   11,926    11,570 
Deferred tax assets   3,987    4,116 
Other assets   383    438 
Total assets  $79,504   $70,898 

 

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

 

1
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Condensed Consolidated Balance Sheets, Continued

 

   September 30,     
   2023   December 31, 
(Amounts in Thousands, Except for Share and per Share Amounts)  (Unaudited)   2022 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $9,614   $10,325 
Accrued expenses   6,922    4,593 
Disposal/transportation accrual   1,320    887 
Deferred revenue   7,765    4,813 
Accrued closure costs - current   94    682 
Current portion of long - term debt   880    476 
Current portion of operating lease liabilities   412    416 
Current portion of finance lease liabilities   223    154 
Current liabilities related to discontinued operations   239    362 
Total current liabilities   27,469    22,708 
           
Accrued closure costs   7,972    7,284 
Long-term debt, less current portion   2,115    563 
Long-term operating lease liabilities, less current portion   1,744    1,584 
Long-term finance lease liabilities, less current portion   423    318 
Long-term liabilities related to discontinued operations   950    908 
Total long-term liabilities   13,204    10,657 
           
Total liabilities   40,673    33,365 
           
Commitments and Contingencies (Note 9)   -      
           
Stockholders’ Equity:          
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding   -    - 
Common Stock, $.001 par value; 30,000,000 shares authorized; 13,588,933 and 13,332,398 shares issued, respectively; 13,581,291 and 13,324,756 shares outstanding, respectively   14    13 
Additional paid-in capital   116,106    115,209 
Accumulated deficit   (77,032)   (77,436)
Accumulated other comprehensive loss   (169)   (165)
Less Common Stock in treasury, at cost; 7,642 shares   (88)   (88)
Total stockholders’ equity   38,831    37,533 
           
Total liabilities and stockholders’ equity  $79,504   $70,898 

 

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)

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
(Amounts in Thousands, Except for Per Share Amounts)  2023   2022   2023   2022 
                 
Net revenues  $21,877   $18,472   $67,016   $53,842 
Cost of goods sold   17,328    15,402    54,942    46,252 
Gross profit   4,549    3,070    12,074    7,590 
                     
Selling, general and administrative expenses   3,933    3,929    10,969    11,035 
Research and development   120    69    340    245 
Loss on disposal of property and equipment   -    -    -    1 
Income (loss) from operations   496    (928)   765    (3,691)
                     
Other income (expense):                    
Interest income   146    29    445    69 
Interest expense   (89)   (47)   (189)   (123)
Interest expense-financing fees   (36)   (16)   (80)   (44)
Other   (17)   1,965    (11)   1,960 
Income (loss) from continuing operations before taxes   500    1,003    930    (1,829)
Income tax expense (benefit)   254    179    482    (147)
Income (loss) from continuing operations, net of taxes   246    824    448    (1,682)
                     
Income (loss) from discontinued operations, net of taxes (Note 10)   95    (160)   (44)   (442)
Net income (loss)  $341   $664   $404   $(2,124)
                     
Net income (loss) per common share - basic:                    
Continuing operations  $.02   $.06   $.03   $(.13)
Discontinued operations   .01    (.01)   -    (.03)
Net income (loss) per common share  $.03   $.05   $.03   $(.16)
                     
Net income (loss) per common share - diluted:                    
Continuing operations  $.02   $.06   $.03   $(.13)
Discontinued operations   -    (.01)   -    (.03)
Net income (loss) per common share  $.02   $.05   $.03   $(.16)
                     
Number of common shares used in computing net income (loss) per share:                    
Basic   13,568    13,297    13,468    13,265 
Diluted   13,979    13,447    13,749    13,265 

 

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

 

3
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
(Amounts in Thousands)  2023   2022   2023   2022 
                 
Net income (loss)  $341   $664   $404   $(2,124)
Other comprehensive loss:                    
Foreign currency translation adjustment   (57)   (135)   (4)   (176)
Total other comprehensive loss   (57)   (135)   (4)   (176)
                     
Comprehensive income (loss)  $284   $529   $400   $(2,300)

 

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)

 

                                    
   Common Stock   Additional Paid-In   Common
Stock Held In
   Accumulated Other Comprehensive   Accumulated    Total
Stockholders’
 
   Shares   Amount   Capital   Treasury   Loss   Deficit   Equity 
                             
Balance at December 31, 2022   13,332,398   $13   $115,209   $(88)  $(165)  $(77,436)  $37,533 
Net loss   -    -    -    -    -    (411)   (411)
Foreign currency translation   -    -    -    -    7    -    7 
Issuance of Common Stock for services   33,319    -    118    -    -    -    118 
Issuance of Common Stock upon exercise of options   31,719    -    7    -    -    -    7 
Stock-Based Compensation   -    -    118    -    -    -    118 
Balance at March 31, 2023   13,397,436   $13   $115,452   $(88)  $(158)  $(77,847)  $37,372 
Net Income   -    -    -    -    -    474    474 
Foreign currency translation   -    -    -    -    46    -    46 
Issuance of Common Stock for services   10,171    -    119    -    -    -    119 
Issuance of Common Stock upon exercise of options   155,136    1    93    -    -    -    94 
Stock-Based Compensation   -    -    125    -    -    -    125 
Balance at June 30, 2023   13,562,743   $14   $115,789   $(88)  $(112)  $(77,373)  $38,230 
Net Income   -    -    -    -    -    341    341 
Foreign currency translation   -    -    -    -    (57)   -    (57)
Issuance of Common Stock for services   10,712    -    119    -    -    -    119 
Issuance of Common Stock upon exercise of options   15,478    -    49    -    -    -    49 
Stock-Based Compensation   -    -    149    -    -    -    149 
Balance at September 30, 2023   13,588,933   $14   $116,106   $(88)  $(169)  $(77,032)  $38,831 
                                    
Balance at December 31, 2021   13,222,552   $13   $114,307   $(88)  $(28)  $(73,620)  $40,584 
Net loss   -    -    -    -    -    (1,343)   (1,343)
Foreign currency translation   -    -    -    -    26    -    26 
Issuance of Common Stock for services   19,520    -    123    -    -    -    123 
Stock-Based Compensation   -    -    102    -    -    -    102 
Balance at March 31, 2022   13,242,072   $13   $114,532   $(88)  $(2)  $(74,963)  $39,492 
Net loss   -    -    -    -    -    (1,445)   (1,445)
Foreign currency translation   -    -    -    -    (67)   -    (67)
Issuance of Common Stock upon exercise of options (cashless)   16,526    -    -    -    -    -    - 
Issuance of Common Stock for services   21,667    -    120    -    -    -    120 
Stock-Based Compensation   -    -    103    -    -    -    103 
Balance at June 30, 2022   13,280,265   $13   $114,755   $(88)  $(69)  $(76,408)  $38,203 
Net Income   -    -    -    -    -    664    664 
Foreign currency translation   -    -    -    -    (135)   -    (135)
Issuance of Common Stock upon exercise of options   2,400    -    13    -    -    -    13 
Issuance of Common Stock for services   23,085    -    120    -    -    -    120 
Stock-Based Compensation   -    -    105    -    -    -    105 
Balance at September 30, 2022   13,305,750   $13   $114,993   $(88)  $(204)  $(75,744)  $38,970 

 

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

 

5
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

           
   Nine Months Ended 
   September 30, 
(Amounts in Thousands)  2023   2022 
Cash flows from operating activities:          
Net income (loss)  $404   $(2,124)
Less: Loss from discontinued operations, net of taxes (Note 10)   (44)   (442)
           
Income (loss) from continuing operations, net of taxes   448    (1,682)
Adjustments to reconcile income (loss) from continuing operations to cash provided by (used in) operating activities:          
Depreciation and amortization   2,124    1,433 
Amortization of debt issuance costs   80    44 
Deferred tax expense (benefit)   482    (147)
Provision for (recovery of) credit losses on accounts receivable   56    (47)
Loss on disposal of property and equipment   -    1 
Issuance of common stock for services   356    363 
Stock-based compensation   392    310 
Changes in operating assets and liabilities of continuing operations          
Accounts receivable   (6,034)   1,426 
Unbilled receivables   (3,274)   2,689 
Prepaid expenses, inventories and other assets   3,647    829 
Accounts payable, accrued expenses and unearned revenue   2,175    (5,553)
Cash provided by (used in) continuing operations   452    (334)
Cash used in discontinued operations   (478)   (559)
Cash used in operating activities   (26)   (893)
           
Cash flows from investing activities:          
Purchases of property and equipment   (1,386)   (947)
Proceeds from sale of property and equipment   -    25 
Cash used in investing activities of continuing operations   (1,386)   (922)
           
Cash flows from financing activities:          
Repayments of revolving credit borrowings   (63,295)   (54,414)
Borrowing on revolving credit   63,295    54,414 
Proceeds from long term debt   2,500    524 
Principal repayments of finance lease liabilities   (135)   (821)
Principal repayments of long term debt   (450)   (375)
Payment of debt issuance costs   (175)   (35)
Proceeds from issuance of common stock upon exercise of options   150    13 
Cash provided by (used in) financing activities of continuing operations   1,890    (694)
           
Effect of exchange rate changes on cash   -    (4)
           
Increase (decrease) in cash and finite risk sinking fund (restricted cash)   478    (2,513)
Cash and finite risk sinking fund (restricted cash) at beginning of period   13,436    15,911 
Cash and finite risk sinking fund (restricted cash) at end of period  $13,914   $13,398 
           
Supplemental disclosure:          
Interest paid  $172   $125 
Income taxes paid   -    6 
Non-cash financing activities:          
Equipment purchase subject to finance lease   309    114 

 

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

September 30, 2023

(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 (“the Commission”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the 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 nine months ended September 30, 2023, are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2023.

 

The Company suggests that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

The condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries. The Company’s continuing operations also consisted of Perma-Fix ERRG, a variable interest entity (“VIE”) for which we were the primary beneficiary. During the fourth quarter of 2022, project work under the joint venture was completed.

 

2. Summary of Significant Accounting Policies

 

Our accounting policies are set forth in the notes to the December 31, 2022 consolidated financial statements referred to above.

 

Recently Issued Accounting Standards – Not Yet 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. ASU 2023-05 is currently not applicable to the Company; however, the Company will apply this guidance in future reporting periods after the guidance is effective to any future arrangements meeting this standard.

 

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 result 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:

 

                               
Revenue by Contract Type                        
(In thousands)  Three Months Ended   Three Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Fixed price  $10,795   $10,188   $20,983   $8,877   $6,892   $15,769 
Time and materials   -    894    894    -    2,703    2,703 
Total  $10,795   $11,082   $21,877   $8,877   $9,595   $18,472 

 

7
 

 

                               
Revenue by Contract Type                        
(In thousands)  Nine Months Ended   Nine Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Fixed price  $33,223   $29,995   $63,218   $24,749   $20,569   $45,318 
Time and materials   -    3,798    3,798    -    8,524    8,524 
Total  $33,223   $33,793   $67,016   $24,749   $29,093   $53,842 

 

                               
Revenue by generator                        
(In thousands)  Three Months Ended   Three Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Domestic government  $7,095   $8,444   $15,539   $5,728   $9,264   $14,992 
Domestic commercial   3,450    2,170    5,620    2,806    313    3,119 
Foreign government   250    445    695    287    -    287 
Foreign commercial   -    23    23    56    18    74 
Total  $10,795   $11,082   $21,877   $8,877   $9,595   $18,472 

 

                               
Revenue by generator                        
(In thousands)  Nine Months Ended   Nine Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Domestic government  $24,160   $29,603   $53,763   $17,786   $28,158   $45,944 
Domestic commercial   7,925    3,509    11,434    6,045    859    6,904 
Foreign government   1,002    615    1,617    532    12    544 
Foreign commercial   136    66    202    386    64    450 
Total  $33,223   $33,793   $67,016   $24,749   $29,093   $53,842 

 

Contract Balances

 

The timing of revenue recognition and billings results in unbilled receivables (contract assets). The Company’s contract liabilities consist of deferred revenues which represent payment from customers in advance of the completion of our performance obligation. The following table represents changes in our contract assets and contract liabilities balances. Our deferred revenue balance at September 30, 2023 included a $2,500,000 invoice to a certain customer for a waste treatment project which is expected to commence and be completed in 2024.

 

           Year-to-date   Year-to-date 
(In thousands)  September 30, 2023   December 31, 2022   Change ($)   Change (%) 
Contract assets                    
Unbilled receivables - current  $9,336   $6,062   $3,274    54.0%
                     
Contract liabilities                    
Deferred revenue  $7,765   $4,813   $2,952    61.3%

 

8
 

 

During the three and nine months ended September 30, 2023, the Company recognized revenue of $842,000 and $6,289,000, respectively, related to untreated waste that was in the Company’s control as of the beginning of the year. During the three and nine months ended September 30, 2022, the Company recognized revenue of $494,000 and $6,138,000, respectively, related to untreated waste that was in the Company’s control as of the beginning of the year. All revenue recognized in each period related to performance obligations satisfied within the respective period.

 

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.

 

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. The Company’s operating leases also include the lease of a building with land utilized for our waste treatment operations which includes a purchase option. Finance leases consist primarily of processing and transport equipment used by our facilities’ operations.

 

The components of lease cost for the Company’s leases for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2023   2022   2023   2022 
                 
Operating Leases:                    
Lease cost  $157   $157   $470   $471 
                     
Finance Leases:                    
Amortization of ROU assets   39    42    115    133 
Interest on lease liability   9    9    22    30 
Finance lease   48    51    137    163 
                     
Short-term lease rent expense   -    -    1    7 
                     
Total lease cost  $205   $208   $608   $641 

 

9
 

 

The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at September 30, 2023 were:

 

   Operating Leases   Finance Leases 
Weighted average remaining lease terms (years)   5.7    3.2 
           
Weighted average discount rate   7.5%   7.0%

 

The following table reconciles the undiscounted cash flows for the operating and finance leases at September 30, 2023 to the operating and finance lease liabilities recorded on the balance sheet (in thousands):

 

   Operating Leases   Finance Leases 
2023 (remaining)  $147   $65 
2024   519    260 
2025   433    239 
2026   415    85 
2027   406    50 
2028 and thereafter   749    28 
Total undiscounted lease payments   2,669    727 
Less: Imputed interest   (513)   (81)
Present value of lease payments  $2,156   $646 
           
Current portion of operating lease obligations  $412   $- 
Long-term operating lease obligations, less current portion  $1,744   $- 
Current portion of finance lease obligations  $-   $223 
Long-term finance lease obligations, less current portion  $-   $423 

 

Supplemental cash flow and other information related to our leases were as follows for the three and nine months ended September 30, 2023 and 2022 (in thousands):

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2023   2022   2023   2022 
Cash paid for amounts included in the measurement of lease liabilities:                    
Operating cash flow used in operating leases  $145   $144   $435   $430 
Operating cash flow used in finance leases  $9   $9   $22   $30 
Financing cash flow used in finance leases  $54   $103   $135   $821 
                     
ROU assets obtained in exchange for lease obligations for:                    
Finance liabilities  $154   $-   $311   $147 
Operating liabilities  $484    -   $484   $- 

 

10
 

 

5. Intangible Assets

 

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

 

          September 30, 2023   December 31, 2022 
   Weighted Average
Amortization
   Gross       Net   Gross       Net 
   Period    Carrying   Accumulated   Carrying   Carrying   Accumulated   Carrying 
   (Years)    Amount   Amortization   Amount   Amount   Amortization   Amount 
Other Intangibles (amount in thousands)                               
Patent    8.3    $703   $(384)  $319   $711   $(374)  $337 
Software    3     661    (515)   146    640    (468)   172 
Customer relationships    10     3,370    (3,358)   12    3,370    (3,250)   120 
Total         $4,734   $(4,257)  $477   $4,721   $(4,092)  $629 

 

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

 

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

 

      
   Amount 
Year  (In thousands) 
     
2023 (Remaining)  $30 
2024   62 
2025   26 
2026   25 
2027   22 

 

Amortization expense relating to the definite-lived intangible assets as discussed above was $55,000 and $165,000 for the three and nine months ended September 30, 2023, respectively, and $65,000 and $176,000 for the three and nine months ended September 30, 2022, respectively.

 

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

 

The Company has certain stock option plans under which it may award incentive stock options (“ISOs”) and/or non-qualified stock options (“NQSOs”) to employees, officers, outside directors, and outside consultants.

 

On January 19, 2023, the Company granted ISOs to certain employees for the purchase, under the Company’s 2017 Stock Option Plan (the “2017 Plan”), of up to an aggregate 295,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The total ISOs granted included an ISO for each of the Company’s executive officers for the purchase set forth in his respective ISO Agreement, as follows: 70,000 shares for the Chief Executive Officer (“CEO”); 40,000 shares for the Chief Financial Officer (“CFO”); 30,000 shares for the Executive Vice President (“EVP”) of Strategic Initiatives; 30,000 shares for the EVP of Waste Treatment Operations; and 30,000 shares for the EVP of Nuclear and Technical Services. Each of the ISOs granted has a contractual term of six years with one-fifth yearly vesting over a five-year period. The exercise price of each ISO is $3.95 per share, which was equal to the fair market value of the Company’s Common Stock on the date of grant.

 

On July 20, 2023, the Company issued a NQSO to each of the Company’s seven reelected outside (non-management) directors for the purchase, under the Company’s 2003 Outside Directors Stock Plan (the “2003 Plan”), of up to 10,000 shares of the Company’s Common Stock. Dr. Louis Centofanti and Mark Duff, each an executive officer of the Company as well as a director, were not eligible to receive an option under the 2003 Plan. Each NQSO granted is for a contractual term of ten years with one-fourth vesting annually over a four-year period. The exercise price of each NQSO is $9.81 per share, which was equal to the fair market value of the Company’s Common Stock on the day preceding the grant date, in accordance with the 2003 Plan.

 

On July 27, 2017, the Company granted a NQSO from the Company’s 2017 Plan to Robert Ferguson, for the purchase of up to 100,000 shares of the Company’s Common Stock (“Ferguson Stock Option”), at an exercise price of $3.65 per share, which was the fair market value of the Company’s Common Stock on the date of grant. The Ferguson Stock Option was granted in connection with Mr. Ferguson’s work as a consultant to the Company’s Test Bed Initiative (“TBI”) at our Perma-Fix of Northwest Richland, Inc. facility. The term of the Ferguson Stock Option was seven years from the grant date, with vesting subject to the achievement of three separate milestones by certain dates, the achievement of which would entitle Mr. Ferguson to purchase, respectively, 10,000, 30,000, and 60,000 shares of the Company’s Common Stock issuable under the Ferguson Stock Option. Mr. Ferguson achieved the first milestone during the first vesting period, and was issued 10,000 shares of the Company’s Common Stock pursuant to his exercise of the vested portion of the stock option. Upon the death of Mr. Ferguson, the balance of the shares issuable under the Ferguson Stock Option was forfeited in accordance with the terms of the option.

 

The following table summarizes stock-based compensation recognized for the three and nine months ended September 30, 2023 and 2022 for our employee and director stock options.

  

   2023   2022   2023   2022 
   Three Months Ended   Nine Months Ended 
Stock Options  September 30,   September 30, 
   2023   2022   2023   2022 
Employee Stock Options  $94,000   $76,000   $273,000   $248,000 
Director Stock Options   55,000    29,000    119,000    62,000 
Total  $149,000   $105,000   $392,000   $310,000 

 

At September 30, 2023, the Company had approximately $1,947,000 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 3.4 years.

 

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The summary of the Company’s stock option plans as of September 30, 2023 and September 30, 2022, and changes during the periods then ended, are presented below. The Company’s plans consist of the 2017 Plan and the 2003 Plan:

  

   Shares  

Weighted

Average

Exercise Price

   Weighted Average Remaining Contractual Term (years)  

Aggregate Intrinsic

Value (2)

 
Options outstanding January 1, 2023   1,018,400   $5.02         - 
Granted   365,000   $3.19           
Exercised   (282,400)  $3.70        $2,118,892 
Forfeited/expired/cancelled   (64,500)  $3.67           
Options outstanding end of period (1)   1,036,500   $5.48    5.1   $5,146,126 
Options exercisable at September 30, 2023(2)   302,300   $4.91    3.9   $1,675,604 

 

   Shares  

Weighted

Average

Exercise Price

   Weighted Average Remaining Contractual Term (years)  

Aggregate Intrinsic

Value (4)

 
Options outstanding January 1, 2022   1,019,400   $4.91         - 
Granted   94,000   $5.20           
Exercised   (52,400)  $4.04        $97,856 
Forfeited/expired   (9,600)  $5.50           
Options outstanding end of period (3)   1,051,400   $4.98    4.0   $492,939 
Options exercisable at September 30, 2022(3)   453,900   $3.93    2.4   $354,709 

 

(1) Options with exercise prices ranging from $3.15 to $9.81
(2) Options with exercise prices ranging from $3.15 to $7.50
(3) Options with exercise prices ranging from $2.79 to $7.50
(4) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price.

 

During the nine months ended September 30, 2023, the Company issued a total of 54,202 shares of its Common Stock under the 2003 Plan to its outside directors as compensation for serving on our Board. The Company recorded approximately $359,000 in compensation expenses (included in selling, general and administration (“SG&A”) expenses) in connection with the issuance of shares of its Common Stock to outside directors.

 

During the nine months ended September 30, 2023, the Company issued an aggregate 163,933 shares of its Common Stock from cashless exercises of options for the purchases of 244,000 shares of the Company’s Common Stock, at exercise prices ranging from $3.60 per share to $7.005 per share. Additionally, the Company issued 38,400 shares of its Common Stock from the cash exercise of options for the purchase of 38,400 shares of the Company’s Common Stock, at exercise prices ranging from at $2.785 per share to $7.005 per share resulting in proceeds of approximately $150,000.

 

In connection with a $2,500,000 loan that the Company received from Mr. Robert Ferguson (the “Ferguson Loan”) on April 1, 2019, the Company issued a warrant to Mr. Ferguson for the purchase of up to 60,000 shares of our Common Stock at an exercise price of $3.51 per share. The warrant expires on April 1, 2024 and remains outstanding at September 30, 2023. Upon Mr. Ferguson’s death, the warrant transferred to Mr. Ferguson’s heirs. The Ferguson Loan was paid in full in December 2020.

 

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7. Income (Loss) Per Share

 

Basic income (loss) per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted income (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 income (loss) and average share amounts used to compute both basic and diluted income (loss) per share:

Schedule of Earning Per Share  

   2023   2022   2023   2022 
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
(Amounts in Thousands, Except for Per Share Amounts)  (Unaudited)   (Unaudited) 
   2023   2022   2023   2022 
Income (loss) per common share from continuing operations                    
Income (Loss) from continuing operations, net of taxes  $246   $824   $448   $(1,682)
Basic income (loss) per share  $.02   $.06   $.03   $(.13)
Diluted income (loss) per share  $.02   $.06   $.03   $(.13)
                     
Income (loss) per common share from discontinued operations, net of taxes                    
Income (loss) from discontinued operations, net of taxes  $95   $(160)  $(44)  $(442)
Basic income (loss) per share  $.01   $(.01)  $-   $(.03)
Diluted loss per share  $-   $(.01)  $-   $(.03)
                     
Net income (loss) per common share                    
Net income (loss)  $341   $664   $404   $(2,124)
Basic income (loss) per share  $.03   $.05   $.03   $(.16)
Diluted income (loss) per share  $.02   $.05   $.03   $(.16)
                     
Weighted average shares outstanding:                    
Basic weighted average shares outstanding   13,568    13,297    13,468    13,265 
Add: dilutive effect of stock options   370    131    244    - 
Add: dilutive effect of warrants   41    19    37    - 
Diluted weighted average shares outstanding   13,979    13,447    13,749    13,265 
                     
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:                    
Stock options   -    499    70    405 
Warrant   -    -    -    - 

 

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8. Long Term Debt

 

Long-term debt consists of the following:

  

(Amounts in Thousands)  September 30, 2023   December 31, 2022 
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 rate for first nine months of 2023 was 9.7%. (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 rate for first nine months of 2023 was 9.7%. (1)  $-   $- 
Term Loan 1 dated May 8, 2020, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 9.1% (1)   320    640 
Term Loan 2 dated July 31, 2023, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 9.9% (1)   2,458    - 
Capital Line dated May 4, 2021, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 8.5% (1)   384    463 
Debt Issuance Costs   (182)(2)   (88)(2)
Notes Payable to 2023 and 2025, annual interest rate of 5.6% and 9.1%.   15    24 
Total debt   2,995    1,039 
Less current portion of long-term debt   880    476 
Long-term debt  $2,115   $563 

 

(1) Our revolving credit facility is collateralized by our accounts receivable, and our term loans and capital line 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 Facility, Term loan 1, Term loan 2 and Capital Line, as applicable.

 

Revolving Credit and Term Loan Agreement

 

The Company entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020 (“Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement, as amended from time to time and including the March 21, 2023 and the July 31, 2023 amendments as discussed below), provides the Company with the following credit facility with a maturity date of May 15, 2027: (a) up to $12,500,000 revolving credit (“revolving credit”), with the maximum that the Company can borrow under the Revolving Credit based on a percentage of eligible receivables (as defined) at any one time reduced by outstanding standby letters of credit and borrowing reductions that the Company’s lender may impose from time to time; (b) a term loan (“Term Loan 1”) of approximately $1,742,000, requiring monthly installments of $35,547; (c) a term loan (“Term Loan 2”) of $2,500,000, requiring monthly installments of $41,667; and (d) a capital expenditure line (“Capital line”) of up to $1,000,000 with advances on the line, subject to certain limitations, permitted for up to twelve months starting May 4, 2021 (the “Borrowing Period”), with interest only payable on advances during the Borrowing Period. Amounts advanced under the Capital Line at the end of the Borrowing Period totaled approximately $524,000, requiring monthly installments of principal of approximately $8,700 plus interest, commencing June 1, 2022.

 

On March 21, 2023, the Company entered into an amendment to its Loan Agreement, as amended, with its lender which provided, among other things, the following:

 

  removed the quarterly fixed charge coverage ratio (“FCCR”) testing requirement for the fourth quarter of 2022 and removed the FCCR testing requirement for the first quarter of 2023;
  reduced the maximum revolving credit line under the credit facility from $18,000,000 to $12,500,000;
  reinstated the quarterly FCCR testing requirement starting in the second quarter of 2023 using a trailing twelve-month period (with no change to the minimum 1.15:1 ratio requirement for each quarter); and
  required maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended June 30, 2023 has been met and certified to the lender (the Company met its FCCR in the second quarter of 2023 which was certified to its lender and therefore, this requirement is no longer applicable under the Loan Agreement, as amended).

 

15
 

 

In connection with the March 2023 amendment, the Company paid its lender a fee of $25,000 which is being amortized over the remaining term of the Loan Agreement, as amended, as interest expense-financing fees.

 

On July 31, 2023, the Company entered into a further amendment of the Loan Agreement, as amended, which provided, among other things, the following:

 

  extended the maturity date of the Loan Agreement, as amended, to May 15, 2027, from May 15, 2024;
  an additional term loan (“Term Loan 2”) to the Company in the amount of $2,500,000, requiring monthly installments of approximately $41,667. The annual rate of interest due on Term Loan 2 is at prime plus 3.00% or Secured Overnight Finance Rate (“SOFR”) (as defined in the Loan Agreement, as amended) plus 4.00% plus an SOFR Adjustment applicable for an interest period selected by the Company. A SOFR Adjustment rate of 0.10% and 0.15% is applicable for a one-month interest period and three-month period, respectively, that may be selected by the Company;
  removed the minimum Tangible Adjusted Net Worth (as defined in the Loan Agreement) covenant requirement;
  placed an indefinite reduction in borrowing availability of $750,000; and
  allows for up to $2,500,000 in capital expenditure made in fiscal year 2023 and thereafter to be treated as financed capital expenditure in the Company’s quarterly FCCR covenant calculation requirement.

 

At maturity of the Loan Agreement, as amended, any unpaid principal balance plus interest, if any, will become due.

 

Pursuant to the amendment dated July 31, 2023 as discussed above, the Company has agreed to pay PNC 1.0% of the total financing under the Loan Agreement, as amended, in the event the Company pays off its obligations on or before July 31, 2024, and 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 the amended Loan Agreement after July 31, 2025.

 

In connection with the amendment dated July 31, 2023, the Company paid its lender a fee of $100,000 which is being amortized over the remaining term of the Loan Agreement, as amended, as interest expense-financing fees.

 

Pursuant to the Loan Agreement, as amended, the annual rate of interest due on the revolving credit is at prime (8.50% at September 30, 2023) plus 2% or SOFR plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by the Company. The annual rate of interest due on Term Loan 1 and the Capital Line loan is at prime plus 2.50% or Term SOFR Rate plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by the Company. 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. See payment of annual rate of interest due on Term Loan 2 as provided under the amendment dated July 31, 2023.

 

At September 30, 2023, the borrowing availability under the Company’s revolving credit was approximately $10,378,000 which included our cash and was based on our eligible receivables and is net of approximately $3,200,000 in outstanding standby letters of credit and net of the $750,000 indefinite reduction in borrowing availability imposed by the Company’s lender pursuant to the amendment dated July 31, 2023 as discussed above.

 

The Company’s credit facility under its Loan Agreement, as amended, with PNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. The Company was not required to perform testing of the FCCR requirement in the first quarter of 2023 pursuant to the March 21, 2023 amendment as discussed above. It otherwise met all of its other financial covenant requirements. The Company met all of its covenant requirements in the second and third quarters of 2023.

 

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 the Company transports to its 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.

 

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

 

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

 

The Company’s insurance carrier is providing 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 have been dismissed by the Court. Remaining claims include: (1) intentional interference with contractual relations; and (2) inducing a breach of contract. The Company continues to believe it has no liability exposure to Tetra Tech.

 

Perma-Fix Canada Inc. (“PF Canada”)

 

During the fourth quarter of 2021, PF Canada received a Notice of Termination (“NOT”) from Canadian Nuclear Laboratories, LTD. (“CNL”) on a Task Order Agreement (“TOA”) that PF Canada entered into with CNL in May 2019 for remediation work within Ontario, Canada (“Agreement”). The NOT was received after work under the TOA was substantially completed and work under the TOA has since been completed. CNL may terminate the TOA at any time for convenience. As of September 30, 2023, PF Canada has approximately $2,287,000 in unpaid receivables due from CNL as a result of work performed under the TOA. Additionally, CNL has approximately $1,056,000 in contractual holdback under the TOA that is payable to PF Canada. CNL and PF Canada have completed discussions and reached an agreement in principle to settle related matters under which, subject to execution of a written settlement agreement, the noted unpaid receivables and contractual holdback amounts will be paid to PF Canada.

 

17
 

 

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 $22,461,000 at September 30, 2023. At September 30, 2023, and December 31, 2022, 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 $11,926,000 and $11,570,000, respectively, including interest earned of $2,455,000 and $2,099,000 on the finite risk sinking funds as of September 30, 2023, and December 31, 2022, respectively. Interest income for the three and nine months ended September 30, 2023, was approximately $146,000 and $356,000, respectively. Interest income for the three and nine months ended September 30, 2022, was approximately $29,000 and $69,000, respectively. If we so elect, 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.

 

Letter of Credits and Bonding Requirements

 

From time to time, the Company is required to post standby letters of credit and various bonds to support contractual obligations to customers and other obligations, including facility closures. At September 30, 2023, the total amount of standby letters of credit outstanding was approximately $3,200,000 and the total amount of bonds outstanding was approximately $36,428,000.

 
10. Discontinued Operations

 

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

 

The Company’s discontinued operations had net income of $95,000 and net loss of $160,000 for the three months ended September 30, 2023 and 2022, respectively (net of tax benefits of $234,000 and $46,000 for the three month ended September 30, 2023 and 2022, respectively) and net losses of $44,000 and $442,000 for the nine months ended September 30, 2023 and 2022, respectively, (net of tax benefits of $353,000 and $127,000 for the nine month ended September 30, 2023 and 2022, respectively). The income and losses (excluding the tax benefits) were primarily due to costs incurred in the administration and continued monitoring/evaluation of our discontinued operations. The Company’s discontinued operations had no revenues for any of the periods noted above.

 

18
 

 

The following table presents the major class of assets of discontinued operations as of September 30, 2023 and December 31, 2022. No assets and liabilities were held for sale at each of the periods noted.

  

   September 30,   December 31, 
(Amounts in Thousands)  2023   2022 
Current assets          
Other assets  $15   $15 
Total current assets   15    15 
Long-term assets          
Property, plant and equipment, net (1)   81    81 
Total long-term assets   81    81 
Total assets  $96   $96 
Current liabilities          
Accounts payable  $23   $104 
Accrued expenses and other liabilities   139    146 
Environmental liabilities   77    112 
Total current liabilities   239    362 
Long-term liabilities          
Closure liabilities   166    159 
Environmental liabilities   784    749 
Total long-term liabilities   950    908 
Total liabilities  $1,189   $1,270 

 

(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.

 

Our reporting segments are defined below:

 

TREATMENT SEGMENT, which includes:

 

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

 

SERVICES SEGMENT, which includes:

 

-Technical services, which include:

 

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

 

-Nuclear services, which include:

 

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

 

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

 

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

 

The table below presents certain financial information of our operating segments for the three and nine months ended September 30, 2023 and 2022 (in thousands).

 

19
 

 

Segment Reporting for the Quarter Ended September 30, 2023

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $10,795   $11,082   $21,877   $   $21,877 
Intercompany revenues   4    88    92         
Gross profit   1,494    3,055    4,549        4,549 
Research and development   102    1    103    17    120 
Interest income               146    146 
Interest expense   (23)   (1)   (24)   (65)   (89)
Interest expense-financing fees               (36)   (36)
Depreciation and amortization   584    88    672    14    686 
Segment income (loss)   1,014    1,120    2,134    (1,888)   246 
Expenditures for segment assets   333    7    340        340(3)

 

Segment Reporting for the Quarter Ended September 30, 2022

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $8,877   $9,595   $18,472   $   $18,472 
Intercompany revenues   28    16    44         
Gross profit   1,967    1,103    3,070        3,070 
Research and development   55        55    14    69 
Interest income               29    29 
Interest expense   (20)   (2)   (22)   (25)   (47)
Interest expense-financing fees               (16)   (16)
Depreciation and amortization   387    87    474    23    497 
Segment income (loss)   1,628    710    2,338    (1,514)   824(2)
Expenditures for segment assets   149    39    188    1    189(4)

 

Segment Reporting for the Nine Months Ended September 30, 2023

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $33,223   $33,793   $67,016   $   $67,016 
Intercompany revenues   234    124    358         
Gross profit   5,237    6,837    12,074        12,074 
Research and development   260    11    271    69    340 
Interest income               445    445 
Interest expense   (68)   (2)   (70)   (119)   (189)
Interest expense-financing fees               (80)   (80)
Depreciation and amortization   1,745    337    2,082    42    2,124 
Segment income (loss)   2,619    2,933    5,552    (5,104)   448 
Expenditures for segment assets   1,376    10    1,386        1,386(3)

 

Segment Reporting for the Nine Months Ended September 30, 2022

 

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

 

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

 

20
 

 

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

 

(3)Net of financed amount of $152,000 and $309,000 for the three and nine months ended September 30, 2023, respectively.

 

(4)Net of financed amount of $0 and $114,000 for the three and nine months ended September 30, 2022, 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 expenses of $254,000 and $179,000 for continuing operations for the three months ended September 30, 2023 and 2022, respectively, and income tax expense of $482,000 and income tax benefit of $147,000 for the nine months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rates were approximately 50.8% and 17.8% for the three months ended September 30, 2023 and 2022, respectively, and 51.8% and 8.0% for the nine months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2023 were impacted by non-deductible expenses and state taxes.

 
13. Employee Retention Credit (“ERC”)

 

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

 

During the third quarter of 2022, the Company determined it was eligible for the ERC and amended its third quarter 2021 employer payroll tax filings claiming a refund from the U.S. Treasury in the amount of approximately $1,975,000. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, the Company accounted for the ERC by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it had reasonable assurance for receipt of the ERC and recorded the expected refund as other income (within “Other income (expense)”) on the Company’s Condensed Consolidated Statements of Operations and other receivables (within “Prepaid and other assets”) on the Company’s Condensed Consolidated Balance Sheets. On March 30, 2023, the Company received the ERC refund of $1,975,000 and approximately $60,000 in interest (recorded within “Interest Income” on the Company’s Condensed Consolidated Statements of Operations for the quarter ended March 31, 2023), totaling approximately $2,035,000.

 

14. Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 2, 2023, the date that these condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

 

21
 

 

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

 

Forward-looking Statements

 

Certain statements contained within this report may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, the “Private Securities Litigation Reform Act of 1995”). All statements in this report other than a statement of historical fact are forward-looking statements that are subject to known and unknown risks, uncertainties and other factors, which could cause actual results and performance of the Company to differ materially from such statements. The words “believe,” “expect,” “anticipate,” “intend,” “will,” and similar expressions identify forward-looking statements. Forward-looking statements contained herein relate to, among other things,

 

demand for our services;
U.S. government shutdown;
reductions in the level of government funding in future years;
reducing operating costs and non-essential expenditures;
ability to meet loan agreement quarterly covenant requirements;
cash flow requirements;
Canadian receivable;
execution of written settlement agreement between PF Canada and CNL;
sufficient liquidity to fund operations for the next twelve months;
future results of operations and liquidity;
effect of macroeconomic concerns, such as inflation and higher interest rates, on our business;
manner in which the applicable government will be required to spend funding to remediate various sites;
finalization of partnership agreement with Springfields Fuels Limited;
successful on international bids;
continued increases in operating costs;
funding of capital expenditures from cash from operations, borrowing availability under our credit facility and/or financing;
steady improvement in waste shipments and work under projects during balance of 2023;
funding of remediation expenditures for sites from funds generated internally;
compliance with environmental regulations;
potential effect of being a PRP;
potential violations of environmental laws and attendant remediation at our facilities; and
our ability to effect increases in the prices of the services we offer.

 

While the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance such expectations will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this report, including, but not limited to:

 

general economic conditions;
contract bids, including international markets;
material reduction in revenues;
inability to meet PNC covenant requirements;
inability to collect in a timely manner a material amount of receivables;
increased competitive pressures;
inability to maintain and obtain required permits and approvals to conduct operations;

 

22
 

 

inability to develop new and existing technologies in the conduct of operations;
inability to maintain and obtain closure and operating insurance requirements;
inability to retain or renew certain required permits;
discovery of additional contamination or expanded contamination at any of the sites or facilities leased or owned by us or our subsidiaries which would result in a material increase in remediation expenditures;
delays at our third-party disposal site can extend collection of our receivables greater than twelve months;
refusal of third-party disposal sites to accept our waste;
changes in federal, state and local laws and regulations, especially environmental laws and regulations, or in interpretation of such;
requirements to obtain permits for TSD activities or licensing requirements to handle low level radioactive materials are limited or lessened;
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;
renegotiation 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;
economic uncertainties;
new governmental regulations; and
risk factors and other factors set forth in “Special Note Regarding Forward-Looking Statements” contained in the Company’s 2022 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”) for the first and second quarters 2023 10-Q and this third quarter 2023 10-Q.

 

23
 

 

Overview

 

Revenue increased by $3,405,000 or 18.4% to $21,877,000 for the three months ended September 30, 2023, from $18,472,000 for the corresponding period of 2022. We saw increases in both segments where Treatment Segment revenue increased by $1,918,000 to $10,795,000 or 21.6% from $8,877,000 and Services Segment revenue increased by $1,487,000 or 15.5% to $11,082,000 from $9,595,000. The increase in revenue in the Treatment Segment was primarily due to overall higher waste volume which was offset by lower averaged price waste due to revenue mix. The increase in revenue in the Services Segment was due to continuing operation and improved productivity on certain projects which had been delayed/curtailed in 2022 due, in part, from the lingering effects of the COVID-19 pandemic. Revenue in both segments were also positively impacted by contracts won in the first half of 2023. As previously disclosed, the lingering effects of COVID-19 negatively impacted our revenue in 2022 as work under projects and waste shipments continued to be delayed by certain customers into the first half of 2022. Additionally, in 2022, procurement and planning on behalf of our government clients continued to be delayed which did not ease until the second half of 2022. Total gross profit for the third quarter of 2023 increased $1,479,000 or 48.2% due to increased revenue. Selling, General, and Administrative (“SG&A”) expenses remained flat for the three months ended September 30, 2023 as compared to the corresponding period of 2022.

 

Revenue increased by $13,174,000 or 24.5% to $67,016,000 for the nine months ended September 30, 2023, from $53,842,000 for the corresponding period of 2022. As with the third quarter of 2023, we saw increases in both segments where Treatment Segment revenue increased by $8,474,000 to $33,223,000 or 34.2% from $24,749,000 and Services Segment revenue increased by $4,700,000 or 16.2% to $33,793,000 from $29,093,000. The increases in revenue in both the Treatment and Services Segments were due primarily to the same reasons as discussed above for the third quarter. Total gross profit for the nine months ended 2023 increased $4,484,000 or 59.1% due to increased revenue generated in both segments. SG&A expenses decreased $66,000 or 0.6% for the nine months ended September 30, 2023, as compared to the corresponding period of 2022.

 

We expect to see continued steady improvements in waste receipts and increases in project work from certain existing contracts, contracts already won in 2023, and bids submitted in both segments that are awaiting awards during the balance of 2023. However, if Congress is unable to enact FY 2024 appropriation bills or extend the continuing resolutions to fund government spending by November 17, 2023, the U.S. government will enter into a shutdown. The full impact of any government shutdown is uncertain. However, if a government shutdown were to occur and were to continue an extended period, our financial results of operations could be negatively impacted by delays in procurement actions, waste shipments and project delays on newly awarded projects.

 

Business Environment

 

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

 

24
 

 

We continue to aggressively bid on various contracts, including potential contracts within the international markets.

 

Results of Operations

 

The reporting of financial results and pertinent discussions are tailored to our two reportable segments: The Treatment Segment and Services Segment.

 

Summary – Three and Nine Months Ended September 30, 2023 and 2022

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
Consolidated (amounts in thousands)  2023   %   2022   %   2023   %   2022   % 
Net revenues  $21,877    100.0   $18,472    100.0   $67,016    100.0   $53,842    100.0 
Cost of goods sold   17,328    79.2    15,402    83.4    54,942    82.0    46,252    85.9 
Gross profit   4,549    20.8    3,070    16.6    12,074    18.0    7,590    14.1 
Selling, general and administrative   3,933    18.0    3,929    21.3    10,969    16.4    11,035    20.5 
Research and development   120    .5    69    .3    340    .5    245    .5 
Loss on disposal of property and equipment                           1     
Loss from operations   496    2.3    (928)   (5.0)   765    1.1    (3,691)   (6.9)
Interest income   146    .7    29    .2    445    .7    69    .1 
Interest expense   (89)   (.4)   (47)   (.2)   (189)   (.3)   (123)   (.2)
Interest expense-financing fees   (36)   (.2)   (16)   (.1)   (80)   (.1)   (44)    
Other   (17)   (.01)   1,965    10.6    (11)       1,960    3.6 
Income (loss) from continuing operations before taxes   500    2.3    1,003    5.5    930    1.4    (1,829)   (3.4)
Income tax expense (benefit)   254    1.2    179    1.0    482    .7    (147)   (.3)
Income (loss) from continuing operations, net of taxes  $246    1.1   $824    4.5   $448    .7   $(1,682)   (3.1)

 

Revenues

 

Consolidated revenues increased $3,405,000 for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, as follows:

 

(In thousands)  2023   % Revenue   2022   % Revenue   Change   % Change 
Treatment                              
Government waste  $6,692    30.6   $5,475    29.7   $1,217    22.2 
Hazardous/non-hazardous (1)   1,389    6.3    1,150    6.2    239    20.8 
Other nuclear waste   2,714    12.4    2,252    12.2    462    20.5 
Total   10,795    49.3    8,877    48.1    1,918    21.6 
                               
Services                              
Nuclear services   9,996    45.7    9,360    50.7    636    6.8 
Technical services   1,086    5.0    235    1.2    851    362.1 
Total   11,082    50.7    9,595    51.9    1,487    15.5 
                               
Total  $21,877    100.0   $18,472    100.0   $3,405    18.4 

 

(1) Includes wastes generated by government clients of $653,000 and $540,000 for the three months ended September 30, 2023, and the corresponding period of 2022, respectively.

 

Treatment Segment revenue increased by $1,918,000 or 21.6% for the three months ended September 30, 2023 over the same period in 2022. The overall increase was primarily due to higher waste volume offset by lower averaged price waste from revenue mix. As previously disclosed, starting in the latter part of the second quarter of 2022, our Treatment Segment began to see steady improvements in waste receipts from certain customers who had previously delayed waste shipments due, in part, from the lingering effects of COVID-19. Services Segment revenue increased by approximately $1,487,000 or 15.5%. The increase in revenue in the Services Segment was due to continuing operation and improved productivity on certain projects which had been delayed/curtailed in the early part of 2022 due, in part, from the lingering effects of the COVID-19 pandemic. Our Services Segment revenues are project-based; as such, the scope, duration, and completion of each project vary. As a result, our Services Segment revenues are subject to differences relating to timing and project value. Revenues from both of our segments were also positively impacted from contracts won in the first half of 2023.

 

25
 

 

Consolidated revenues increased $13,174,000 for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, as follows:

 

(In thousands)  2023   % Revenue   2022   % Revenue   Change   % Change 
Treatment                              
Government waste  $23,036    34.4   $16,666    31.0   $6,370    38.2 
Hazardous/non-hazardous (1)   4,522    6.7    3,515    6.5    1,007    28.6 
Other nuclear waste   5,665    8.5    4,568    8.5    1,097    24.0 
Total   33,223    49.6    24,749    46.0    8,474    34.2 
                               
Services                              
Nuclear services   31,918    47.6    28,320    52.6    3,598    12.7 
Technical services   1,875    2.8    773    1.4    1,102    142.6 
Total   33,793    50.4    29,093    54.0    4,700    16.2 
                               
Total  $67,016    100.0   $53,842    100.0   $13,174    24.5 

 

(1) Includes wastes generated by government clients of $2,126,000 and $1,652,000 for the nine months ended September 30, 2023, and the corresponding period of 2022, respectively.

 

Treatment Segment revenue increased by $8,474,000 or 34.2% for the nine months ended September 30, 2023 over the same period in 2022. Similar to the third quarter, the overall increase was primarily due to higher waste volume offset by lower averaged price waste from revenue mix. Services Segment revenue increased by approximately $4,700,000 or 16.2%. due to continuing operation and improved productivity on certain projects which had been delayed/curtailed in the early part of 2022 due, in part, from the lingering effects of the COVID-19 pandemic. Our Services Segment revenues are project-based; as such, the scope, duration, and completion of each project vary. As a result, our Services Segment revenues are subject to differences relating to timing and project value. Revenues from both of our segments were also positively impacted from contracts won in the first half of 2023.

 

Cost of Goods Sold

 

Cost of goods sold increased $1,926,000 for the quarter ended September 30, 2023, as compared to the quarter ended September 30, 2022, as follows:

 

       %       %     
(In thousands)  2023   Revenue   2022   Revenue   Change 
Treatment  $9,301    86.2   $6,910    77.8   $2,391 
Services   8,027    72.4    8,492    88.5    (465)
Total  $17,328    79.2   $15,402    83.4   $1,926 

 

Cost of goods sold for the Treatment Segment increased by approximately $2,391,000 or 34.6% primarily due to higher revenue. Treatment Segment’s variable costs increased by approximately $1,584,000, primarily due to higher material and supplies, disposal, lab and outside services costs. Treatment Segment’s overall fixed costs were higher by approximately $807,000 resulting from the following: salaries and payroll related expenses were higher by approximately $484,000 due to higher headcount; depreciation expenses were higher by approximately $194,000 due to depreciation for asset retirement obligations (“ARO”) in connection with our Oak Ridge Environmental Waste Operations Center (“EWOC”) facility; regulatory expenses were higher by approximately $57,000; travel expenses were higher by approximately $30,000; and general expenses were higher by approximately $42,000 in various categories. Services Segment cost of goods sold decreased $465,000 or 5.5%. The overall decrease in cost of goods sold was primarily due to the following: lower outside services and travel costs totaling approximately $761,000; overall lower material and supplies, lab, regulatory and disposal costs totaling approximately $186,000; higher general expenses by approximately $48,000 in various categories; and higher salaries and payroll related expenses by approximately $434,000. Included within cost of goods sold is depreciation and amortization expense of $666,000 and $471,000 for the three months ended September 30, 2023, and 2022, respectively.

 

26
 

 

Cost of goods sold increased $8,690,000 for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, as follows:

 

       %       %     
(In thousands)  2023   Revenue   2022   Revenue   Change 
Treatment  $27,986    84.2   $20,581    83.2   $7,405 
Services   26,956    79.8    25,671    88.2    1,285 
Total  $54,942    82.0   $46,252    85.9   $8,690 

 

Cost of goods sold for the Treatment Segment increased by approximately $7,405,000 or 36.0%. Treatment Segment’s variable costs increased by approximately $4,858,000 primarily due to higher material and supplies, disposal, lab and outside services costs. Treatment Segment’s overall fixed costs were higher by approximately $2,547,000 resulting from the following: salaries and payroll related expenses were higher by approximately $1,106,000 due to higher headcount; depreciation expenses were higher by approximately $597,000 due to depreciation for ARO in connection with our EWOC facility; general expenses were higher by approximately $310,000 primarily due to higher utility costs; maintenance costs were higher by approximately $251,000; regulatory expenses were higher by approximately $222,000; and travel expenses were higher by approximately $61,000. Services Segment cost of goods sold increased $1,285,000 or 5.0% due to higher revenue. The overall increase in cost of goods sold was primarily due to the following: aggregated higher salaries/payroll related, outside services, and travel costs totaling approximately $1,886,000; higher depreciation expenses of $93,000; lower material and supplies, lab, regulatory and disposal expenses totaling approximately $582,000; and lower general expenses by approximately $112,000 in various categories. Included within cost of goods sold is depreciation and amortization expense of $2,063,000 and $1,373,000 for the nine months ended September 30, 2023, and 2022, respectively.

 

Gross Profit

 

Gross profit for the quarter ended September 30, 2023, increased $1,479,000 over the same period of 2022, as follows:

 

       %       %     
(In thousands)  2023   Revenue   2022   Revenue   Change 
Treatment  $1,494    13.8   $1,967    22.2   $(473)
Services   3,055    27.6    1,103    11.5    1,952 
Total  $4,549    20.8   $3,070    16.6   $1,479 

 

Treatment Segment gross profit decreased by $473,000 or approximately 24.0% and gross margin decreased to 13.8% from 22.2% primarily due to lower averaged price waste from revenue mix and the increase in fixed costs. Services Segment gross profit increased by $1,952,000 or 177.0% and gross margin increased to 27.6% from 11.5% primarily due to higher revenue and improved margin projects. Our overall Services Segment gross margin is impacted by our current projects which are competitively bid and therefore have varying margin structures.

 

27
 

 

Gross profit for the nine months ended September 30, 2023, increased $4,484,000 over the same period in 2022, as follows:

 

       %       %     
(In thousands)  2023   Revenue   2022   Revenue   Change 
Treatment  $5,237    15.8   $4,168    16.8   $1,069 
Services   6,837    20.2    3,422    11.8    3,415 
Total  $12,074    18.0   $7,590    14.1   $4,484 

 

Treatment Segment gross profit increased by $1,069,000 or 25.6% due to higher revenue. The decrease in gross margin to 15.8% from 16.8% was primarily due to lower averaged price waste from revenue mix and the increase in fixed costs. Services Segment gross profit increased by $3,415,000 or 99.8% and gross margin increased from 11.8% to 20.2% primarily due to higher revenue and improved margin projects. Our overall Services Segment gross margin is impacted by our current projects which are competitively bid and therefore have varying margin structures.

 

SG&A

 

SG&A expenses increased $4,000 for the three months ended September 30, 2023, as compared to the corresponding period for 2022, as follows:

 

(In thousands)  2023   %
Revenue
   2022   %
Revenue
   Change 
Administrative  $1,916       $1,826       $90 
Treatment   1,039    9.6    1,144    12.9    (105)
Services   978    8.8    959    10.0    19 
Total  $3,933    18.0   $3,929    21.3   $4 

 

Administrative SG&A expenses were higher primarily due to the following: salaries and payroll-related expenses were higher by approximately $205,000, primarily due to higher accrued incentives of approximately $178,000 in connection with the Company’s management incentive plans (“MIPs”); outside services expenses were lower by approximately $85,000 resulting from fewer audit/consulting matters; and general expenses were lower by approximately $30,000 in various categories. Treatment Segment SG&A expenses were lower primarily due to the following: outside services expenses were lower by approximately $19,000 as a result of fewer consulting matters; salaries and payroll related expenses were lower by approximately $92,000; travel expenses were lower by approximately $3,000; and general expense were higher by approximately $9,000. The increase in Services Segment SG&A was primarily due to higher general and travel expenses. Included in SG&A expenses is depreciation and amortization expense of $20,000 and $26,000 for the three months ended September 30, 2023, and 2022, respectively.

 

SG&A expenses decreased $66,000 for the nine months ended September 30, 2023, as compared to the corresponding period for 2022, as follows:

 

(In thousands)  2023   %
Revenue
   2022   %
Revenue
   Change 
Administrative  $5,281       $5,278       $3 
Treatment   3,071    9.2    3,302    13.3    (231)
Services   2,617    7.7    2,455    8.4    162 
Total  $10,969    16.4   $11,035    20.5   $(66)

 

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Administrative SG&A expenses were slightly higher primarily due to the following: payroll-related expenses were higher by approximately $241,000, including an increase in accrued incentives of approximately $192,000 in connection with the Company’s MIPs and higher 401(k) matching expenses as payroll expenses in the first nine months of 2022 included more forfeitures of 401(k) plan matching funds contributed by us for former employees who failed to meet the 401(k) plan vesting requirements; outside services expenses were lower by approximately $187,000 as a result of fewer audit/consulting matters; general expenses were lower by approximately $42,000 in various categories; and travel expenses were lower by approximately $9,000. Treatment Segment SG&A expenses were lower primarily due to the following: outside services expenses were lower by approximately $83,000 due to fewer consulting matters; salaries and payroll related expenses were lower by approximately $210,000; travel expenses were lower by approximately $15,000; general expenses were higher by approximately $45,000 in various categories; and credit losses on accounts receivable were higher by approximately $32,000. The increase in SG&A expenses within our Services Segment was primarily due to the following: salaries/payroll-related expenses were higher by approximately $86,000 due to more administrative support functions required as the result of higher revenue; travel expenses were higher by approximately $25,000; and credit losses on accounts receivable were higher by approximately $72,000, as in the first quarter of 2022 our Services Segment collected on certain accounts that were previously deemed to be uncollectible. Such increases were partially offset by decreases in general expenses of approximately $21,000 in various categories. Included in SG&A expenses is depreciation and amortization expense of $61,000 and $60,000 for the nine months ended September 30, 2023, and 2022, respectively.

 

Interest Income

 

Interest income increased by approximately $117,000 and $376,000 for the three and nine months ended September 30, 2023, respectively, as compared to the corresponding period of 2022 primarily due to higher interest earned from the finite risk sinking fund. Interest income for the nine months ended September 30, 2023, also included approximately $60,000 received in March 2023 under the Employee Retention Credit (“ERC”) program under the CARES Act.

 

Interest Expense

 

Interest expense increased by approximately $42,000 and $66,000 for the three and nine months ended September 30, 2023, respectively, as compared to the corresponding period of 2022 due to interest incurred on the new $2,500,000 term loan dated July 31, 2023, under the Company’s credit facility. Interest expense was also higher in both periods from higher interest rate on our term loan dated May 8, 2020, which was offset by the declining term loan balance. The increase in interest expense for the nine months ended September 30, 2023, was also the result of interest incurred from advances made in May of 2022 from the capital line under our credit facility.

 

Income Taxes

 

We had income tax expenses of $254,000 and $179,000 for continuing operations for the three months ended September 30, 2023, and 2022, respectively, and income tax expense of $482,000 and income tax benefit of $147,000 for the nine months ended September 30, 2023, and 2022, respectively. Our effective tax rates were approximately 50.8% and 17.8% for the three months ended September 30, 2023, and 2022, respectively, and 51.8% and 8.0% for the nine months ended September 30, 2023, and 2022, respectively. Our effective tax rates for the three and nine months ended September 30, 2023, were impacted by non-deductible expenses and state taxes.

 

Liquidity and Capital Resources

 

Our cash flow requirements during the nine months ended September 30, 2023 were primarily financed by our operations, cash on hand (which included the ERC, along with interest, that we received in March 2023 and proceeds from a new term loan dated July 31, 2023 in the amount of $2,500,000 provided to us under an amendment to our existing credit facility), and credit facility availability (See “Financing Activities” below for a discussion of an amendment to our credit facility that we entered into with our lender on July 31, 2023, which extended the maturity date of our credit facility and provided the new term loan to us, among other things). Our cash flow requirements for the next twelve months will consist primarily of general working capital needs, scheduled principal payments on our debt obligations, remediation projects, and planned capital expenditures. We plan to fund these requirements from our operations, credit facility availability, and cash on hand. We are continually reviewing operating costs and reviewing the possibility of further reducing operating costs and non-essential expenditures to bring them in line with revenue levels, when necessary. At September 30, 2023, our borrowing availability under our revolving credit facility was approximately $10,378,000, which included our cash and was based on our eligible receivables and was net of approximately $3,200,000 in outstanding standby letters of credit and a $750,000 indefinite reduction in borrowing availability that our lender imposed pursuant to the July 31, 2023 amendment of the Loan Agreement. We believe that our cash flows from operations, our available liquidity from our credit facility, and our cash on hand should be sufficient to fund our operations for the next twelve months,

 

29
 

 

The following table reflects the cash flow activities during the first nine months of 2023:

 

(In thousands)    
Cash provided by operating activities of continuing operations  $452 
Cash used in operating activities of discontinued operations   (478)
Cash used in investing activities of continuing operations   (1,386)
Cash provided by financing activities of continuing operations   1,890 
Increase in cash and finite risk sinking fund (restricted cash)  $478 

 

At September 30, 2023, we were in a positive cash position with no revolving credit balance. At September 30, 2023, we had cash on hand of approximately $1,988,000.

 

Operating Activities

 

Accounts receivable, net of credit losses, totaled $15,342,000 at September 30, 2023, an increase of $5,978,000 from the December 31, 2022 balance of $9,364,000. The increase was attributed to increased revenue, timing of invoicing, and our accounts receivable collection. Our contracts with our customers are subject to various payment terms and conditions. Our accounts receivable at September 30, 2023, include invoices for work performed for a certain Canadian project that remains outstanding which we expect to collect, subject to finalization of a written settlement agreement (See discussion under “Known Trends and Uncertainties – Perma-Fix Canada Inc. (“PF Canada”)”) for a discussion of the account receivable.

 

Accounts payable totaled $9,614,000 at September 30, 2023, a decrease of $711,000 from the December 31, 2022 balance of $10,325,000. Our accounts payable are impacted by the timing of payments as we are continually managing payment terms with our vendors to maximize our cash position throughout all segments.

 

We had working capital of $4,748,000 (which included working capital of our discontinued operations) at September 30, 2023, as compared to working capital of $818,000 at December 31, 2022. The increase in our working capital was primarily due to increases in our accounts and unbilled receivables from improved operations. The overall increase was offset by the increase in our accrued expenses.

 

Investing Activities

 

For the nine months ended September 30, 2023, our purchases of capital equipment totaled approximately $1,695,000, of which $309,000 was subject to financing, with the remaining funded from cash from operations and our credit facility. We have budgeted approximately $2,000,000 for 2023 capital expenditures primarily for our Treatment and Services Segments to maintain operations and regulatory compliance requirements and support revenue growth. Certain of these budgeted projects may either be delayed until later years or deferred altogether. We plan to fund our capital expenditures from cash from operations, borrowing availability under our credit facility, and/or financing. The initiation and timing of projects are also determined by financing alternatives or funds available for such capital projects.

 

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

 

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Financing Activities

 

We entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020 (“Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement, as amended (including the two amendments that we entered into with PNC in 2023 described below), provides us with the following credit facility with a maturity date of May 15, 2027: (a) up to $12,500,000 revolving credit (“revolving credit”), with the maximum that we can borrow under the revolving credit based on a percentage of eligible receivables (as defined) at any one time reduced by outstanding standby letters of credit and borrowing reductions that our lender may impose from time to time; (b) a term loan (“Term Loan 1”) dated May 8, 2020, of approximately $1,742,000, requiring monthly installments of $35,547; (c) a term loan (“Term Loan 2”) of $2,500,000 dated July 31, 2023, requiring monthly installments of $41,667; and (d) a capital expenditure line (“Capital Line”) of up to $1,000,000 with advances on the line, subject to certain limitations, permitted for up to twelve months starting May 4, 2021 (the “Borrowing Period”), with interest only payable on advances during the Borrowing Period. Amounts advanced under the Capital Line at the end of the Borrowing Period totaled approximately $524,000, requiring monthly installments of principal of approximately $8,700 plus interest, commencing June 1, 2022.

 

On March 21, 2023, we entered into an amendment to our Loan Agreement, as amended, with our lender which provided, among other things, the following:

 

removed the quarterly fixed charge coverage ratio (“FCCR”) testing requirement for the fourth quarter of 2022 and removed the FCCR testing requirement for the first quarter of 2023;
reduced the maximum revolving credit line under the credit facility from $18,000,000 to $12,500,000;
reinstated the quarterly FCCR testing requirement starting in the second quarter of 2023 using a trailing twelve-month period (with no change to the minimum 1.15:1 ratio requirement for each quarter); and
required maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended June 30, 2023 has been met and certified to the lender (we met our FCCR requirement in the second quarter of 2023 which was certified to our lender and therefore, this requirement is no longer applicable under our Loan Agreement, as amended).

 

In connection with the March 2023 amendment, we paid our lender a fee of $25,000 which is being amortized over the remaining term of the Loan Agreement, as amended, as interest expense-financing fees.

 

On July 31, 2023, we entered into a further amendment of the Loan Agreement, as amended, with our lender which provided, among other things, the following:

 

extended the maturity date of the Loan Agreement, as amended, to May 15, 2027, from May 15, 2024;
an additional term loan (“Term Loan 2”) to us in the amount of $2,500,000, requiring monthly installments of approximately $41,667. The annual rate of interest due on Term Loan 2 is at prime plus 3.00% or SOFR (as defined in the Loan Agreement, as amended) plus 4.00% plus an SOFR Adjustment applicable for an interest period selected by us. A SOFR Adjustment rate of 0.10% and 0.15% is applicable for a one-month interest period and three-month period, respectively, that may be selected by us;
removed the minimum Tangible Adjusted Net Worth (as defined in the Loan Agreement) covenant requirement;
placed an indefinite reduction in borrowing availability of $750,000; and
allows for up to $2,500,000 in capital expenditure made in fiscal year 2023 and thereafter to be treated as financed capital expenditure in the Company’s quarterly FCCR covenant calculation requirement.

 

31
 

 

At maturity of the Loan Agreement, as amended, any unpaid principal balance plus interest, if any, will become due.

 

Pursuant to the amendment dated July 31, 2023, we have agreed to pay PNC 1.0% of the total financing under the Loan Agreement, as amended, in the event we pay off our obligations on or before July 31, 2024, and 0.5% of the total financing if we pay off our obligations after July 31, 2024, to and including July 31, 2025. No early termination fee shall apply if we pay off our obligations under the amended Loan Agreement after July 31, 2025.

 

In connection with amendment dated July 31, 2023, we paid our lender a fee of $100,000 which is being amortized over the remaining term of the Loan Agreement, as amended, as interest expense-financing fees.

 

Pursuant to the Loan Agreement, as amended, the annual rate of interest due on the revolving credit is at prime (8.50% at September 30, 2023) plus 2% or SOFR plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by us. The annual rate of interest due on Term Loan 1 and the Capital line is at prime plus 2.50% or Term SOFR Rate plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by us. SOFR Adjustment rates of 0.10% and 0.15% are applicable for a one-month interest period and three-month period, respectively, that may be selected by us. See payment of annual rate of interest due on Term Loan 2 under the amendment dated July 31, 2023, as discussed above.

 

Our credit facility under our Loan Agreement, as amended, contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by our lender, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. We were not required to perform testing of the FCCR requirement in the first quarter of 2023 pursuant to the March 21, 2023 amendment as discussed above. We otherwise met all of our other financial covenant requirements. We met all of our covenant requirements in the second and third quarters of 2023 and we expect to meet our covenant requirements in 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. At September 30, 2023, the total amount of standby letters of credit outstanding totaled approximately $3,200,000 and the total amount of bonds outstanding totaled approximately $36,428,000. We also provide closure and post-closure requirements through a financial assurance policy for certain of our Treatment Segment facilities through AIG. At September 30, 2023, the closure and post-closure requirements for these facilities were approximately $22,461,000.

 

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, 2022.

 

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 will be adopted in future periods.

 

32
 

 

Known Trends and Uncertainties

 

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

 

We performed services relating to waste generated by government clients (domestic and foreign (primarily Canadian)), either directly as a prime contractor or indirectly for others as a subcontractor to government entities, representing approximately $16,234,000 or 74.2% and $55,380,000 or 82.6% of our total revenues generated during the three and nine months ended September 30, 2023, respectively, as compared to $15,279,000 or 82.7% and $46,488,000 or 86.3% of our total revenues generated during the three and nine months ended September 30, 2022, respectively.

 

Potential U.S Government Shutdown. As discussed above, a significant portion of our revenue is generated through contracts entered into indirectly as subcontractors for others who are prime contractors or directly as the prime contractor to U.S. government authorities. As previously disclosed, if Congress is unable to enact FY 2024 appropriation bills or extend the continuing resolutions to fund government spending by November 17, 2023, the U.S. government will enter into a shutdown. The full impact of any government shutdown is uncertain. However, if a government shutdown were to occur and were to continue an extended period, our financial results of operations could be negatively impacted by delays in procurement actions, waste shipments and project delays on newly awarded projects.

 

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

 

Perma-Fix Canada Inc. (“PF Canada”). During the fourth quarter of 2021, PF Canada received a Notice of Termination (“NOT”) from Canadian Nuclear Laboratories, LTD. (“CNL”) on a Task Order Agreement (“TOA”) that PF Canada entered into with CNL in May 2019 for remediation work within Ontario, Canada (“Agreement”). The NOT was received after work under the TOA was substantially completed and work under the TOA has since been completed. CNL may terminate the TOA at any time for convenience. As of September 30, 2023, PF Canada has approximately $2,287,000 in unpaid receivables due from CNL as a result of work performed under the TOA. Additionally, CNL has approximately $1,056,000 in contractual holdback under the TOA that is payable to PF Canada. CNL and PF Canada have completed discussions and reached an agreement in principle to settle related matters under which, subject to execution of a written settlement agreement, the noted unpaid receivables and contractual holdback amounts will be paid to PF Canada.

 

Potential International Contracts

 

We continue to aggressively bid, either individually or with others as a joint venture partner, on potential contracts within the international markets. At any given time, we are awaiting decisions on any number of outstanding bids by prospective customers. Certain of these outstanding bids, if awarded, could be material to the Company.

 

Inflation and Supply Chain. Our financial results have been negatively impacted by various macroeconomic factors, including the effects of inflation, supply chain issues, labor shortages, and higher interest rates, due, in part, to the continued impact of COVID-19. Continued increases in any of our operating costs, including utility, transportation, wage rates, and supply costs, may further increase our overall cost of goods sold or operating expenses. We may attempt to increase our service and treatment prices in order to maintain satisfactory margin from the effect of these factors as discussed above; however, competitive pressures in our industry may have the effect of inhibiting our ability to reflect these increased costs in the prices of our services that we provide to our customers and therefore reduce our profitability.

 

33
 

 

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 for, 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 be notified, in the future, that we are a potentially responsible party (“PRP”) at a remedial action site, which could have a material adverse effect.

 

We have three environmental remediation projects, all within our discontinued operations, which principally entail the removal/remediation of contaminated soil, and, in most cases, the remediation of surrounding ground water. We expect to fund the expenses to remediate these sites from funds generated from operations. At September 30, 2023, we had total accrued environmental remediation liabilities of $861,000 with no change from the December 31, 2022 balance. At September 30, 2023, $77,000 of the total accrued environmental liabilities was recorded as current.

 

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 carried out an evaluation with the participation of our Principal Executive Officer and Principal Financial Officer. Based on this recent assessment, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) were effective as of September 30, 2023.
   
(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.

 

34
 

 

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, 2022. Additionally, there has been no other material change in legal proceedings previously disclosed by us in our Form 10-K for the year ended December 31, 2022.

 

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, 2022, and our Form 10-Q for the quarter ended March 31, 2023.

 

Item 6. Exhibits

 

(a) Exhibits
   
  4.1   Seventh Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated July 31, 2023, between Perma-Fix Environmental Services, Inc. and PNC Bank, National Association, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended June 30, 2023, filed on August 3, 2023.
  4.2   Term Note dated July 31, 2023, between Perma-Fix Environmental Services, Inc. and PNC Bank, National Association, as incorporated by reference from Exhibit 4.2 to the Company’s Form 10-Q for the quarter ended June 30, 2023, filed on August 3, 2023.
  31.1   Certification by Mark Duff, Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
  31.2   Certification by Ben Naccarato, Chief Financial Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
  32.1   Certification by Mark Duff, Chief Executive Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
  32.2   Certification by Ben Naccarato, Chief Financial Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
  101.INS   Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*
  101.SCH   Inline XBRL Taxonomy Extension Schema Document*
  101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document*
  101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document*
  101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document*
  101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document*
  104   Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101).

 

 

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

 

35
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities 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: November 2, 2023 By: /s/ Mark Duff
   

Mark Duff

President and Chief (Principal) Executive Officer

   
Date: November 2, 2023 By: /s/ Ben Naccarato
    Ben Naccarato
    Chief (Principal) Financial Officer

 

36

 

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Mark Duff, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Perma-Fix Environmental Services, Inc.;

     
 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     
 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     
 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

November 2, 2023

 

/s/ Mark Duff

 

Mark Duff

 
Chief Executive Officer, President  
and Principal Executive Officer  

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Ben Naccarato, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Perma-Fix Environmental Services, Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 2, 2023

 

/s/ Ben Naccarato

 

Ben Naccarato

 

Executive Vice President and Chief Financial Officer and  
Principal Financial Officer  

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Perma-Fix Environmental Services, Inc. (“PESI”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Mark Duff, President and Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o(d)); and
     
  (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 2, 2023

 

/s/ Mark Duff  
Mark Duff  
Chief Executive Officer, President  
and Principal Executive Officer  

 

This certification is furnished to the Securities and Exchange Commission solely for purpose of 18 U.S.C. §1350 subject to the knowledge standard contained therein, and not for any other purpose.

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Perma-Fix Environmental Services, Inc. (“PESI”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Ben Naccarato, Executive Vice President and Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o(d)); and
     
  (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 2, 2023

 

/s/ Ben Naccarato  
Ben Naccarato  
Executive Vice President and Chief Financial  
Officer and Principal Financial Officer  

 

This certification is furnished to the Securities and Exchange Commission solely for purpose of 18 U.S.C. §1350 subject to the knowledge standard contained therein, and not for any other purpose.

 

 

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 01, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 001-11596  
Entity Registrant Name PERMA FIX ENVIRONMENTAL SERVICES INC  
Entity Central Index Key 0000891532  
Entity Tax Identification Number 58-1954497  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 8302 Dunwoody Place  
Entity Address, Address Line Two Suite 250  
Entity Address, City or Town Atlanta  
Entity Address, State or Province GA  
Entity Address, Postal Zip Code 30350  
City Area Code (770)  
Local Phone Number 587-9898  
Title of 12(b) Security Common Stock, $.001 Par Value  
Trading Symbol PESI  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   13,613,334
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 1,988 $ 1,866
Accounts receivable, net of allowance for credit losses of $42 and $57, respectively 15,342 9,364
Unbilled receivables 9,336 6,062
Inventories 1,030 814
Prepaid and other assets 4,506 5,405
Current assets related to discontinued operations 15 15
Total current assets 32,217 23,526
Property and equipment:    
Buildings and land 24,103 24,021
Equipment 22,345 21,242
Vehicles 434 442
Leasehold improvements 8 23
Office furniture and equipment 1,129 1,299
Construction-in-progress 1,193 727
Total property and equipment 49,212 47,754
Less accumulated depreciation (30,519) (28,797)
Net property and equipment 18,693 18,957
Property and equipment related to discontinued operations [1] 81 81
Operating lease right-of-use assets 2,094 1,971
Intangibles and other long term assets:    
Permits 9,646 9,610
Other intangible assets - net 477 629
Finite risk sinking fund (restricted cash) 11,926 11,570
Deferred tax assets 3,987 4,116
Other assets 383 438
Total assets 79,504 70,898
Current liabilities:    
Accounts payable 9,614 10,325
Accrued expenses 6,922 4,593
Disposal/transportation accrual 1,320 887
Deferred revenue 7,765 4,813
Accrued closure costs - current 94 682
Current portion of long - term debt 880 476
Current portion of operating lease liabilities 412 416
Current portion of finance lease liabilities 223 154
Current liabilities related to discontinued operations 239 362
Total current liabilities 27,469 22,708
Accrued closure costs 7,972 7,284
Long-term debt, less current portion 2,115 563
Long-term operating lease liabilities, less current portion 1,744 1,584
Long-term finance lease liabilities, less current portion 423 318
Long-term liabilities related to discontinued operations 950 908
Total long-term liabilities 13,204 10,657
Total liabilities 40,673 33,365
Commitments and Contingencies (Note 9)  
Stockholders’ Equity:    
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding
Common Stock, $.001 par value; 30,000,000 shares authorized; 13,588,933 and 13,332,398 shares issued, respectively; 13,581,291 and 13,324,756 shares outstanding, respectively 14 13
Additional paid-in capital 116,106 115,209
Accumulated deficit (77,032) (77,436)
Accumulated other comprehensive loss (169) (165)
Less Common Stock in treasury, at cost; 7,642 shares (88) (88)
Total stockholders’ equity 38,831 37,533
Total liabilities and stockholders’ equity $ 79,504 $ 70,898
[1] net of accumulated depreciation of $10,000 for each period presented.
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for doubtful accounts $ 42 $ 57
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 2,000,000 2,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 30,000,000 30,000,000
Common stock, shares issued 13,588,933 13,332,398
Common stock, shares outstanding 13,581,291 13,324,756
Treasury stock, shares 7,642 7,642
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net revenues $ 21,877,000 $ 18,472,000 $ 67,016,000 $ 53,842,000
Cost of goods sold 17,328,000 15,402,000 54,942,000 46,252,000
Gross profit 4,549,000 3,070,000 12,074,000 7,590,000
Selling, general and administrative expenses 3,933,000 3,929,000 10,969,000 11,035,000
Research and development 120,000 69,000 340,000 245,000
Loss on disposal of property and equipment 1,000
Income (loss) from operations 496,000 (928,000) 765,000 (3,691,000)
Other income (expense):        
Interest income 146,000 29,000 445,000 69,000
Interest expense (89,000) (47,000) (189,000) (123,000)
Interest expense-financing fees (36,000) (16,000) (80,000) (44,000)
Other (17,000) 1,965,000 (11,000) 1,960,000
Income (loss) from continuing operations before taxes 500,000 1,003,000 930,000 (1,829,000)
Income tax expense (benefit) 254,000 179,000 482,000 (147,000)
Income (loss) from continuing operations, net of taxes 246,000 824,000 [1] 448,000 (1,682,000) [1]
Income (loss) from discontinued operations, net of taxes (Note 10) 95,000 (160,000) (44,000) (442,000)
Net income (loss) $ 341,000 $ 664,000 $ 404,000 $ (2,124,000)
Net income (loss) per common share - basic:        
Continuing operations $ 0.02 $ 0.06 $ 0.03 $ (0.13)
Discontinued operations 0.01 (0.01) (0.03)
Net income (loss) per common share 0.03 0.05 0.03 (0.16)
Net income (loss) per common share - diluted:        
Continuing operations 0.02 0.06 0.03 (0.13)
Discontinued operations (0.01) (0.03)
Net income (loss) per common share $ 0.02 $ 0.05 $ 0.03 $ (0.16)
Number of common shares used in computing net income (loss) per share:        
Basic 13,568 13,297 13,468 13,265
Diluted 13,979 13,447 13,749 13,265
[1] Includes approximately $1,975,000 recorded as other income under the Employee Retention Credit program under the CARES Act, as amended (see “Note 13 – Employee Retention Credit (“ERC”) below for a discussion of this refund amount).
v3.23.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net income (loss) $ 341 $ 664 $ 404 $ (2,124)
Other comprehensive loss:        
Foreign currency translation adjustment (57) (135) (4) (176)
Total other comprehensive loss (57) (135) (4) (176)
Comprehensive income (loss) $ 284 $ 529 $ 400 $ (2,300)
v3.23.3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Common Stock Held In Treasury [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 13 $ 114,307 $ (88) $ (28) $ (73,620) $ 40,584
Balance, shares at Dec. 31, 2021 13,222,552          
Net income (loss) (1,343) (1,343)
Foreign currency translation 26 26
Issuance of Common Stock for services 123 123
Issuance of Common Stock for services, shares 19,520          
Stock-Based Compensation 102 102
Balance at Mar. 31, 2022 $ 13 114,532 (88) (2) (74,963) 39,492
Balance, shares at Mar. 31, 2022 13,242,072          
Balance at Dec. 31, 2021 $ 13 114,307 (88) (28) (73,620) 40,584
Balance, shares at Dec. 31, 2021 13,222,552          
Net income (loss)           (2,124)
Foreign currency translation           (176)
Balance at Sep. 30, 2022 $ 13 114,993 (88) (204) (75,744) 38,970
Balance, shares at Sep. 30, 2022 13,305,750          
Balance at Mar. 31, 2022 $ 13 114,532 (88) (2) (74,963) 39,492
Balance, shares at Mar. 31, 2022 13,242,072          
Net income (loss) (1,445) (1,445)
Foreign currency translation (67) (67)
Issuance of Common Stock for services 120 120
Issuance of Common Stock for services, shares 21,667          
Issuance of Common Stock upon exercise of options
Issuance of Common Stock upon exercise of options, shares 16,526          
Stock-Based Compensation 103 103
Balance at Jun. 30, 2022 $ 13 114,755 (88) (69) (76,408) 38,203
Balance, shares at Jun. 30, 2022 13,280,265          
Net income (loss) 664 664
Foreign currency translation (135) (135)
Issuance of Common Stock for services 120 120
Issuance of Common Stock for services, shares 23,085          
Issuance of Common Stock upon exercise of options 13 13
Issuance of Common Stock upon exercise of options, shares 2,400          
Stock-Based Compensation 105 105
Balance at Sep. 30, 2022 $ 13 114,993 (88) (204) (75,744) 38,970
Balance, shares at Sep. 30, 2022 13,305,750          
Balance at Dec. 31, 2022 $ 13 115,209 (88) (165) (77,436) 37,533
Balance, shares at Dec. 31, 2022 13,332,398          
Net income (loss) (411) (411)
Foreign currency translation 7 7
Issuance of Common Stock for services 118 118
Issuance of Common Stock for services, shares 33,319          
Issuance of Common Stock upon exercise of options 7 7
Issuance of Common Stock upon exercise of options, shares 31,719          
Stock-Based Compensation 118 118
Balance at Mar. 31, 2023 $ 13 115,452 (88) (158) (77,847) 37,372
Balance, shares at Mar. 31, 2023 13,397,436          
Balance at Dec. 31, 2022 $ 13 115,209 (88) (165) (77,436) 37,533
Balance, shares at Dec. 31, 2022 13,332,398          
Net income (loss)           404
Foreign currency translation           (4)
Balance at Sep. 30, 2023 $ 14 116,106 (88) (169) (77,032) 38,831
Balance, shares at Sep. 30, 2023 13,588,933          
Balance at Mar. 31, 2023 $ 13 115,452 (88) (158) (77,847) 37,372
Balance, shares at Mar. 31, 2023 13,397,436          
Net income (loss) 474 474
Foreign currency translation 46 46
Issuance of Common Stock for services 119 119
Issuance of Common Stock for services, shares 10,171          
Issuance of Common Stock upon exercise of options $ 1 93 94
Issuance of Common Stock upon exercise of options, shares 155,136          
Stock-Based Compensation 125 125
Balance at Jun. 30, 2023 $ 14 115,789 (88) (112) (77,373) 38,230
Balance, shares at Jun. 30, 2023 13,562,743          
Net income (loss) 341 341
Foreign currency translation (57) (57)
Issuance of Common Stock for services 119 119
Issuance of Common Stock for services, shares 10,712          
Issuance of Common Stock upon exercise of options 49 49
Issuance of Common Stock upon exercise of options, shares 15,478          
Stock-Based Compensation 149 149
Balance at Sep. 30, 2023 $ 14 $ 116,106 $ (88) $ (169) $ (77,032) $ 38,831
Balance, shares at Sep. 30, 2023 13,588,933          
v3.23.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net income (loss) $ 404,000 $ (2,124,000)
Less: Loss from discontinued operations, net of taxes (Note 10) (44,000) (442,000)
Income (loss) from continuing operations, net of taxes 448,000 (1,682,000) [1]
Adjustments to reconcile income (loss) from continuing operations to cash provided by (used in) operating activities:    
Depreciation and amortization 2,124,000 1,433,000
Amortization of debt issuance costs 80,000 44,000
Deferred tax expense (benefit) 482,000 (147,000)
Provision for (recovery of) credit losses on accounts receivable 56,000 (47,000)
Loss on disposal of property and equipment 1,000
Issuance of common stock for services 356,000 363,000
Stock-based compensation 392,000 310,000
Changes in operating assets and liabilities of continuing operations    
Accounts receivable (6,034,000) 1,426,000
Unbilled receivables (3,274,000) 2,689,000
Prepaid expenses, inventories and other assets 3,647,000 829,000
Accounts payable, accrued expenses and unearned revenue 2,175,000 (5,553,000)
Cash provided by (used in) continuing operations 452,000 (334,000)
Cash used in discontinued operations (478,000) (559,000)
Cash used in operating activities (26,000) (893,000)
Cash flows from investing activities:    
Purchases of property and equipment (1,386,000) (947,000)
Proceeds from sale of property and equipment 25,000
Cash used in investing activities of continuing operations (1,386,000) (922,000)
Cash flows from financing activities:    
Repayments of revolving credit borrowings (63,295,000) (54,414,000)
Borrowing on revolving credit 63,295,000 54,414,000
Proceeds from long term debt 2,500,000 524,000
Principal repayments of finance lease liabilities (135,000) (821,000)
Principal repayments of long term debt (450,000) (375,000)
Payment of debt issuance costs (175,000) (35,000)
Proceeds from issuance of common stock upon exercise of options 150,000 13,000
Cash provided by (used in) financing activities of continuing operations 1,890,000 (694,000)
Effect of exchange rate changes on cash (4,000)
Increase (decrease) in cash and finite risk sinking fund (restricted cash) 478,000 (2,513,000)
Cash and finite risk sinking fund (restricted cash) at beginning of period 13,436,000 15,911,000
Cash and finite risk sinking fund (restricted cash) at end of period 13,914,000 13,398,000
Supplemental disclosure:    
Interest paid 172,000 125,000
Income taxes paid 6,000
Non-cash financing activities:    
Equipment purchase subject to finance lease $ 309,000 $ 114,000
[1] Includes approximately $1,975,000 recorded as other income under the Employee Retention Credit program under the CARES Act, as amended (see “Note 13 – Employee Retention Credit (“ERC”) below for a discussion of this refund amount).
v3.23.3
Basis of Presentation
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

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 (“the Commission”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the 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 nine months ended September 30, 2023, are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2023.

 

The Company suggests that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

The condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries. The Company’s continuing operations also consisted of Perma-Fix ERRG, a variable interest entity (“VIE”) for which we were the primary beneficiary. During the fourth quarter of 2022, project work under the joint venture was completed.

 

v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Our accounting policies are set forth in the notes to the December 31, 2022 consolidated financial statements referred to above.

 

Recently Issued Accounting Standards – Not Yet 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. ASU 2023-05 is currently not applicable to the Company; however, the Company will apply this guidance in future reporting periods after the guidance is effective to any future arrangements meeting this standard.

 

v3.23.3
Revenue
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue

3. Revenue

 

Disaggregation of Revenue

 

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of our services and provides meaningful disaggregation of each business segment’s results of operations. The nature of the Company’s performance obligations within our Treatment and Services Segments result 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:

 

                               
Revenue by Contract Type                        
(In thousands)  Three Months Ended   Three Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Fixed price  $10,795   $10,188   $20,983   $8,877   $6,892   $15,769 
Time and materials   -    894    894    -    2,703    2,703 
Total  $10,795   $11,082   $21,877   $8,877   $9,595   $18,472 

 

 

                               
Revenue by Contract Type                        
(In thousands)  Nine Months Ended   Nine Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Fixed price  $33,223   $29,995   $63,218   $24,749   $20,569   $45,318 
Time and materials   -    3,798    3,798    -    8,524    8,524 
Total  $33,223   $33,793   $67,016   $24,749   $29,093   $53,842 

 

                               
Revenue by generator                        
(In thousands)  Three Months Ended   Three Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Domestic government  $7,095   $8,444   $15,539   $5,728   $9,264   $14,992 
Domestic commercial   3,450    2,170    5,620    2,806    313    3,119 
Foreign government   250    445    695    287    -    287 
Foreign commercial   -    23    23    56    18    74 
Total  $10,795   $11,082   $21,877   $8,877   $9,595   $18,472 

 

                               
Revenue by generator                        
(In thousands)  Nine Months Ended   Nine Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Domestic government  $24,160   $29,603   $53,763   $17,786   $28,158   $45,944 
Domestic commercial   7,925    3,509    11,434    6,045    859    6,904 
Foreign government   1,002    615    1,617    532    12    544 
Foreign commercial   136    66    202    386    64    450 
Total  $33,223   $33,793   $67,016   $24,749   $29,093   $53,842 

 

Contract Balances

 

The timing of revenue recognition and billings results in unbilled receivables (contract assets). The Company’s contract liabilities consist of deferred revenues which represent payment from customers in advance of the completion of our performance obligation. The following table represents changes in our contract assets and contract liabilities balances. Our deferred revenue balance at September 30, 2023 included a $2,500,000 invoice to a certain customer for a waste treatment project which is expected to commence and be completed in 2024.

 

           Year-to-date   Year-to-date 
(In thousands)  September 30, 2023   December 31, 2022   Change ($)   Change (%) 
Contract assets                    
Unbilled receivables - current  $9,336   $6,062   $3,274    54.0%
                     
Contract liabilities                    
Deferred revenue  $7,765   $4,813   $2,952    61.3%

 

 

During the three and nine months ended September 30, 2023, the Company recognized revenue of $842,000 and $6,289,000, respectively, related to untreated waste that was in the Company’s control as of the beginning of the year. During the three and nine months ended September 30, 2022, the Company recognized revenue of $494,000 and $6,138,000, respectively, related to untreated waste that was in the Company’s control as of the beginning of the year. All revenue recognized in each period related to performance obligations satisfied within the respective period.

 

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.

 

v3.23.3
Leases
9 Months Ended
Sep. 30, 2023
Leases  
Leases

4. Leases

 

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

 

The Company’s operating lease right-of-use (“ROU”) assets and operating lease liabilities include primarily leases for office and warehouse spaces used to conduct our business. The Company’s operating leases also include the lease of a building with land utilized for our waste treatment operations which includes a purchase option. Finance leases consist primarily of processing and transport equipment used by our facilities’ operations.

 

The components of lease cost for the Company’s leases for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2023   2022   2023   2022 
                 
Operating Leases:                    
Lease cost  $157   $157   $470   $471 
                     
Finance Leases:                    
Amortization of ROU assets   39    42    115    133 
Interest on lease liability   9    9    22    30 
Finance lease   48    51    137    163 
                     
Short-term lease rent expense   -    -    1    7 
                     
Total lease cost  $205   $208   $608   $641 

 

 

The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at September 30, 2023 were:

 

   Operating Leases   Finance Leases 
Weighted average remaining lease terms (years)   5.7    3.2 
           
Weighted average discount rate   7.5%   7.0%

 

The following table reconciles the undiscounted cash flows for the operating and finance leases at September 30, 2023 to the operating and finance lease liabilities recorded on the balance sheet (in thousands):

 

   Operating Leases   Finance Leases 
2023 (remaining)  $147   $65 
2024   519    260 
2025   433    239 
2026   415    85 
2027   406    50 
2028 and thereafter   749    28 
Total undiscounted lease payments   2,669    727 
Less: Imputed interest   (513)   (81)
Present value of lease payments  $2,156   $646 
           
Current portion of operating lease obligations  $412   $- 
Long-term operating lease obligations, less current portion  $1,744   $- 
Current portion of finance lease obligations  $-   $223 
Long-term finance lease obligations, less current portion  $-   $423 

 

Supplemental cash flow and other information related to our leases were as follows for the three and nine months ended September 30, 2023 and 2022 (in thousands):

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2023   2022   2023   2022 
Cash paid for amounts included in the measurement of lease liabilities:                    
Operating cash flow used in operating leases  $145   $144   $435   $430 
Operating cash flow used in finance leases  $9   $9   $22   $30 
Financing cash flow used in finance leases  $54   $103   $135   $821 
                     
ROU assets obtained in exchange for lease obligations for:                    
Finance liabilities  $154   $-   $311   $147 
Operating liabilities  $484    -   $484   $- 

 

 

v3.23.3
Intangible Assets
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

5. Intangible Assets

 

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

 

          September 30, 2023   December 31, 2022 
   Weighted Average
Amortization
   Gross       Net   Gross       Net 
   Period    Carrying   Accumulated   Carrying   Carrying   Accumulated   Carrying 
   (Years)    Amount   Amortization   Amount   Amount   Amortization   Amount 
Other Intangibles (amount in thousands)                               
Patent    8.3    $703   $(384)  $319   $711   $(374)  $337 
Software    3     661    (515)   146    640    (468)   172 
Customer relationships    10     3,370    (3,358)   12    3,370    (3,250)   120 
Total         $4,734   $(4,257)  $477   $4,721   $(4,092)  $629 

 

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

 

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

 

      
   Amount 
Year  (In thousands) 
     
2023 (Remaining)  $30 
2024   62 
2025   26 
2026   25 
2027   22 

 

Amortization expense relating to the definite-lived intangible assets as discussed above was $55,000 and $165,000 for the three and nine months ended September 30, 2023, respectively, and $65,000 and $176,000 for the three and nine months ended September 30, 2022, respectively.

 

 

v3.23.3
Capital Stock, Stock Plans and Stock-Based Compensation
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Capital Stock, Stock Plans and Stock-Based Compensation

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

 

The Company has certain stock option plans under which it may award incentive stock options (“ISOs”) and/or non-qualified stock options (“NQSOs”) to employees, officers, outside directors, and outside consultants.

 

On January 19, 2023, the Company granted ISOs to certain employees for the purchase, under the Company’s 2017 Stock Option Plan (the “2017 Plan”), of up to an aggregate 295,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The total ISOs granted included an ISO for each of the Company’s executive officers for the purchase set forth in his respective ISO Agreement, as follows: 70,000 shares for the Chief Executive Officer (“CEO”); 40,000 shares for the Chief Financial Officer (“CFO”); 30,000 shares for the Executive Vice President (“EVP”) of Strategic Initiatives; 30,000 shares for the EVP of Waste Treatment Operations; and 30,000 shares for the EVP of Nuclear and Technical Services. Each of the ISOs granted has a contractual term of six years with one-fifth yearly vesting over a five-year period. The exercise price of each ISO is $3.95 per share, which was equal to the fair market value of the Company’s Common Stock on the date of grant.

 

On July 20, 2023, the Company issued a NQSO to each of the Company’s seven reelected outside (non-management) directors for the purchase, under the Company’s 2003 Outside Directors Stock Plan (the “2003 Plan”), of up to 10,000 shares of the Company’s Common Stock. Dr. Louis Centofanti and Mark Duff, each an executive officer of the Company as well as a director, were not eligible to receive an option under the 2003 Plan. Each NQSO granted is for a contractual term of ten years with one-fourth vesting annually over a four-year period. The exercise price of each NQSO is $9.81 per share, which was equal to the fair market value of the Company’s Common Stock on the day preceding the grant date, in accordance with the 2003 Plan.

 

On July 27, 2017, the Company granted a NQSO from the Company’s 2017 Plan to Robert Ferguson, for the purchase of up to 100,000 shares of the Company’s Common Stock (“Ferguson Stock Option”), at an exercise price of $3.65 per share, which was the fair market value of the Company’s Common Stock on the date of grant. The Ferguson Stock Option was granted in connection with Mr. Ferguson’s work as a consultant to the Company’s Test Bed Initiative (“TBI”) at our Perma-Fix of Northwest Richland, Inc. facility. The term of the Ferguson Stock Option was seven years from the grant date, with vesting subject to the achievement of three separate milestones by certain dates, the achievement of which would entitle Mr. Ferguson to purchase, respectively, 10,000, 30,000, and 60,000 shares of the Company’s Common Stock issuable under the Ferguson Stock Option. Mr. Ferguson achieved the first milestone during the first vesting period, and was issued 10,000 shares of the Company’s Common Stock pursuant to his exercise of the vested portion of the stock option. Upon the death of Mr. Ferguson, the balance of the shares issuable under the Ferguson Stock Option was forfeited in accordance with the terms of the option.

 

The following table summarizes stock-based compensation recognized for the three and nine months ended September 30, 2023 and 2022 for our employee and director stock options.

  

   2023   2022   2023   2022 
   Three Months Ended   Nine Months Ended 
Stock Options  September 30,   September 30, 
   2023   2022   2023   2022 
Employee Stock Options  $94,000   $76,000   $273,000   $248,000 
Director Stock Options   55,000    29,000    119,000    62,000 
Total  $149,000   $105,000   $392,000   $310,000 

 

At September 30, 2023, the Company had approximately $1,947,000 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 3.4 years.

 

 

The summary of the Company’s stock option plans as of September 30, 2023 and September 30, 2022, and changes during the periods then ended, are presented below. The Company’s plans consist of the 2017 Plan and the 2003 Plan:

  

   Shares  

Weighted

Average

Exercise Price

   Weighted Average Remaining Contractual Term (years)  

Aggregate Intrinsic

Value (2)

 
Options outstanding January 1, 2023   1,018,400   $5.02         - 
Granted   365,000   $3.19           
Exercised   (282,400)  $3.70        $2,118,892 
Forfeited/expired/cancelled   (64,500)  $3.67           
Options outstanding end of period (1)   1,036,500   $5.48    5.1   $5,146,126 
Options exercisable at September 30, 2023(2)   302,300   $4.91    3.9   $1,675,604 

 

   Shares  

Weighted

Average

Exercise Price

   Weighted Average Remaining Contractual Term (years)  

Aggregate Intrinsic

Value (4)

 
Options outstanding January 1, 2022   1,019,400   $4.91         - 
Granted   94,000   $5.20           
Exercised   (52,400)  $4.04        $97,856 
Forfeited/expired   (9,600)  $5.50           
Options outstanding end of period (3)   1,051,400   $4.98    4.0   $492,939 
Options exercisable at September 30, 2022(3)   453,900   $3.93    2.4   $354,709 

 

(1) Options with exercise prices ranging from $3.15 to $9.81
(2) Options with exercise prices ranging from $3.15 to $7.50
(3) Options with exercise prices ranging from $2.79 to $7.50
(4) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price.

 

During the nine months ended September 30, 2023, the Company issued a total of 54,202 shares of its Common Stock under the 2003 Plan to its outside directors as compensation for serving on our Board. The Company recorded approximately $359,000 in compensation expenses (included in selling, general and administration (“SG&A”) expenses) in connection with the issuance of shares of its Common Stock to outside directors.

 

During the nine months ended September 30, 2023, the Company issued an aggregate 163,933 shares of its Common Stock from cashless exercises of options for the purchases of 244,000 shares of the Company’s Common Stock, at exercise prices ranging from $3.60 per share to $7.005 per share. Additionally, the Company issued 38,400 shares of its Common Stock from the cash exercise of options for the purchase of 38,400 shares of the Company’s Common Stock, at exercise prices ranging from at $2.785 per share to $7.005 per share resulting in proceeds of approximately $150,000.

 

In connection with a $2,500,000 loan that the Company received from Mr. Robert Ferguson (the “Ferguson Loan”) on April 1, 2019, the Company issued a warrant to Mr. Ferguson for the purchase of up to 60,000 shares of our Common Stock at an exercise price of $3.51 per share. The warrant expires on April 1, 2024 and remains outstanding at September 30, 2023. Upon Mr. Ferguson’s death, the warrant transferred to Mr. Ferguson’s heirs. The Ferguson Loan was paid in full in December 2020.

 

 

v3.23.3
Income (Loss) Per Share
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Income (Loss) Per Share

7. Income (Loss) Per Share

 

Basic income (loss) per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted income (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 income (loss) and average share amounts used to compute both basic and diluted income (loss) per share:

Schedule of Earning Per Share  

   2023   2022   2023   2022 
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
(Amounts in Thousands, Except for Per Share Amounts)  (Unaudited)   (Unaudited) 
   2023   2022   2023   2022 
Income (loss) per common share from continuing operations                    
Income (Loss) from continuing operations, net of taxes  $246   $824   $448   $(1,682)
Basic income (loss) per share  $.02   $.06   $.03   $(.13)
Diluted income (loss) per share  $.02   $.06   $.03   $(.13)
                     
Income (loss) per common share from discontinued operations, net of taxes                    
Income (loss) from discontinued operations, net of taxes  $95   $(160)  $(44)  $(442)
Basic income (loss) per share  $.01   $(.01)  $-   $(.03)
Diluted loss per share  $-   $(.01)  $-   $(.03)
                     
Net income (loss) per common share                    
Net income (loss)  $341   $664   $404   $(2,124)
Basic income (loss) per share  $.03   $.05   $.03   $(.16)
Diluted income (loss) per share  $.02   $.05   $.03   $(.16)
                     
Weighted average shares outstanding:                    
Basic weighted average shares outstanding   13,568    13,297    13,468    13,265 
Add: dilutive effect of stock options   370    131    244    - 
Add: dilutive effect of warrants   41    19    37    - 
Diluted weighted average shares outstanding   13,979    13,447    13,749    13,265 
                     
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:                    
Stock options   -    499    70    405 
Warrant   -    -    -    - 

 

 

v3.23.3
Long Term Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long Term Debt

8. Long Term Debt

 

Long-term debt consists of the following:

  

(Amounts in Thousands)  September 30, 2023   December 31, 2022 
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 rate for first nine months of 2023 was 9.7%. (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 rate for first nine months of 2023 was 9.7%. (1)  $-   $- 
Term Loan 1 dated May 8, 2020, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 9.1% (1)   320    640 
Term Loan 2 dated July 31, 2023, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 9.9% (1)   2,458    - 
Capital Line dated May 4, 2021, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 8.5% (1)   384    463 
Debt Issuance Costs   (182)(2)   (88)(2)
Notes Payable to 2023 and 2025, annual interest rate of 5.6% and 9.1%.   15    24 
Total debt   2,995    1,039 
Less current portion of long-term debt   880    476 
Long-term debt  $2,115   $563 

 

(1) Our revolving credit facility is collateralized by our accounts receivable, and our term loans and capital line 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 Facility, Term loan 1, Term loan 2 and Capital Line, as applicable.

 

Revolving Credit and Term Loan Agreement

 

The Company entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020 (“Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement, as amended from time to time and including the March 21, 2023 and the July 31, 2023 amendments as discussed below), provides the Company with the following credit facility with a maturity date of May 15, 2027: (a) up to $12,500,000 revolving credit (“revolving credit”), with the maximum that the Company can borrow under the Revolving Credit based on a percentage of eligible receivables (as defined) at any one time reduced by outstanding standby letters of credit and borrowing reductions that the Company’s lender may impose from time to time; (b) a term loan (“Term Loan 1”) of approximately $1,742,000, requiring monthly installments of $35,547; (c) a term loan (“Term Loan 2”) of $2,500,000, requiring monthly installments of $41,667; and (d) a capital expenditure line (“Capital line”) of up to $1,000,000 with advances on the line, subject to certain limitations, permitted for up to twelve months starting May 4, 2021 (the “Borrowing Period”), with interest only payable on advances during the Borrowing Period. Amounts advanced under the Capital Line at the end of the Borrowing Period totaled approximately $524,000, requiring monthly installments of principal of approximately $8,700 plus interest, commencing June 1, 2022.

 

On March 21, 2023, the Company entered into an amendment to its Loan Agreement, as amended, with its lender which provided, among other things, the following:

 

  removed the quarterly fixed charge coverage ratio (“FCCR”) testing requirement for the fourth quarter of 2022 and removed the FCCR testing requirement for the first quarter of 2023;
  reduced the maximum revolving credit line under the credit facility from $18,000,000 to $12,500,000;
  reinstated the quarterly FCCR testing requirement starting in the second quarter of 2023 using a trailing twelve-month period (with no change to the minimum 1.15:1 ratio requirement for each quarter); and
  required maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the quarter ended June 30, 2023 has been met and certified to the lender (the Company met its FCCR in the second quarter of 2023 which was certified to its lender and therefore, this requirement is no longer applicable under the Loan Agreement, as amended).

 

 

In connection with the March 2023 amendment, the Company paid its lender a fee of $25,000 which is being amortized over the remaining term of the Loan Agreement, as amended, as interest expense-financing fees.

 

On July 31, 2023, the Company entered into a further amendment of the Loan Agreement, as amended, which provided, among other things, the following:

 

  extended the maturity date of the Loan Agreement, as amended, to May 15, 2027, from May 15, 2024;
  an additional term loan (“Term Loan 2”) to the Company in the amount of $2,500,000, requiring monthly installments of approximately $41,667. The annual rate of interest due on Term Loan 2 is at prime plus 3.00% or Secured Overnight Finance Rate (“SOFR”) (as defined in the Loan Agreement, as amended) plus 4.00% plus an SOFR Adjustment applicable for an interest period selected by the Company. A SOFR Adjustment rate of 0.10% and 0.15% is applicable for a one-month interest period and three-month period, respectively, that may be selected by the Company;
  removed the minimum Tangible Adjusted Net Worth (as defined in the Loan Agreement) covenant requirement;
  placed an indefinite reduction in borrowing availability of $750,000; and
  allows for up to $2,500,000 in capital expenditure made in fiscal year 2023 and thereafter to be treated as financed capital expenditure in the Company’s quarterly FCCR covenant calculation requirement.

 

At maturity of the Loan Agreement, as amended, any unpaid principal balance plus interest, if any, will become due.

 

Pursuant to the amendment dated July 31, 2023 as discussed above, the Company has agreed to pay PNC 1.0% of the total financing under the Loan Agreement, as amended, in the event the Company pays off its obligations on or before July 31, 2024, and 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 the amended Loan Agreement after July 31, 2025.

 

In connection with the amendment dated July 31, 2023, the Company paid its lender a fee of $100,000 which is being amortized over the remaining term of the Loan Agreement, as amended, as interest expense-financing fees.

 

Pursuant to the Loan Agreement, as amended, the annual rate of interest due on the revolving credit is at prime (8.50% at September 30, 2023) plus 2% or SOFR plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by the Company. The annual rate of interest due on Term Loan 1 and the Capital Line loan is at prime plus 2.50% or Term SOFR Rate plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by the Company. 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. See payment of annual rate of interest due on Term Loan 2 as provided under the amendment dated July 31, 2023.

 

At September 30, 2023, the borrowing availability under the Company’s revolving credit was approximately $10,378,000 which included our cash and was based on our eligible receivables and is net of approximately $3,200,000 in outstanding standby letters of credit and net of the $750,000 indefinite reduction in borrowing availability imposed by the Company’s lender pursuant to the amendment dated July 31, 2023 as discussed above.

 

The Company’s credit facility under its Loan Agreement, as amended, with PNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. The Company was not required to perform testing of the FCCR requirement in the first quarter of 2023 pursuant to the March 21, 2023 amendment as discussed above. It otherwise met all of its other financial covenant requirements. The Company met all of its covenant requirements in the second and third quarters of 2023.

 

v3.23.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

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

 

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

 

The Company’s insurance carrier is providing 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 have been dismissed by the Court. Remaining claims include: (1) intentional interference with contractual relations; and (2) inducing a breach of contract. The Company continues to believe it has no liability exposure to Tetra Tech.

 

Perma-Fix Canada Inc. (“PF Canada”)

 

During the fourth quarter of 2021, PF Canada received a Notice of Termination (“NOT”) from Canadian Nuclear Laboratories, LTD. (“CNL”) on a Task Order Agreement (“TOA”) that PF Canada entered into with CNL in May 2019 for remediation work within Ontario, Canada (“Agreement”). The NOT was received after work under the TOA was substantially completed and work under the TOA has since been completed. CNL may terminate the TOA at any time for convenience. As of September 30, 2023, PF Canada has approximately $2,287,000 in unpaid receivables due from CNL as a result of work performed under the TOA. Additionally, CNL has approximately $1,056,000 in contractual holdback under the TOA that is payable to PF Canada. CNL and PF Canada have completed discussions and reached an agreement in principle to settle related matters under which, subject to execution of a written settlement agreement, the noted unpaid receivables and contractual holdback amounts will be paid to PF Canada.

 

 

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 $22,461,000 at September 30, 2023. At September 30, 2023, and December 31, 2022, 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 $11,926,000 and $11,570,000, respectively, including interest earned of $2,455,000 and $2,099,000 on the finite risk sinking funds as of September 30, 2023, and December 31, 2022, respectively. Interest income for the three and nine months ended September 30, 2023, was approximately $146,000 and $356,000, respectively. Interest income for the three and nine months ended September 30, 2022, was approximately $29,000 and $69,000, respectively. If we so elect, 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.

 

Letter of Credits and Bonding Requirements

 

From time to time, the Company is required to post standby letters of credit and various bonds to support contractual obligations to customers and other obligations, including facility closures. At September 30, 2023, the total amount of standby letters of credit outstanding was approximately $3,200,000 and the total amount of bonds outstanding was approximately $36,428,000.

v3.23.3
Discontinued Operations
9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

 
10. Discontinued Operations

 

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

 

The Company’s discontinued operations had net income of $95,000 and net loss of $160,000 for the three months ended September 30, 2023 and 2022, respectively (net of tax benefits of $234,000 and $46,000 for the three month ended September 30, 2023 and 2022, respectively) and net losses of $44,000 and $442,000 for the nine months ended September 30, 2023 and 2022, respectively, (net of tax benefits of $353,000 and $127,000 for the nine month ended September 30, 2023 and 2022, respectively). The income and losses (excluding the tax benefits) were primarily due to costs incurred in the administration and continued monitoring/evaluation of our discontinued operations. The Company’s discontinued operations had no revenues for any of the periods noted above.

 

 

The following table presents the major class of assets of discontinued operations as of September 30, 2023 and December 31, 2022. No assets and liabilities were held for sale at each of the periods noted.

  

   September 30,   December 31, 
(Amounts in Thousands)  2023   2022 
Current assets          
Other assets  $15   $15 
Total current assets   15    15 
Long-term assets          
Property, plant and equipment, net (1)   81    81 
Total long-term assets   81    81 
Total assets  $96   $96 
Current liabilities          
Accounts payable  $23   $104 
Accrued expenses and other liabilities   139    146 
Environmental liabilities   77    112 
Total current liabilities   239    362 
Long-term liabilities          
Closure liabilities   166    159 
Environmental liabilities   784    749 
Total long-term liabilities   950    908 
Total liabilities  $1,189   $1,270 

 

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

 

v3.23.3
Operating Segments
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Operating Segments

11. Operating Segments

 

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

 

Our reporting segments are defined below:

 

TREATMENT SEGMENT, which includes:

 

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

 

SERVICES SEGMENT, which includes:

 

-Technical services, which include:

 

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

 

-Nuclear services, which include:

 

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

 

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

 

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

 

The table below presents certain financial information of our operating segments for the three and nine months ended September 30, 2023 and 2022 (in thousands).

 

 

Segment Reporting for the Quarter Ended September 30, 2023

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $10,795   $11,082   $21,877   $   $21,877 
Intercompany revenues   4    88    92         
Gross profit   1,494    3,055    4,549        4,549 
Research and development   102    1    103    17    120 
Interest income               146    146 
Interest expense   (23)   (1)   (24)   (65)   (89)
Interest expense-financing fees               (36)   (36)
Depreciation and amortization   584    88    672    14    686 
Segment income (loss)   1,014    1,120    2,134    (1,888)   246 
Expenditures for segment assets   333    7    340        340(3)

 

Segment Reporting for the Quarter Ended September 30, 2022

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $8,877   $9,595   $18,472   $   $18,472 
Intercompany revenues   28    16    44         
Gross profit   1,967    1,103    3,070        3,070 
Research and development   55        55    14    69 
Interest income               29    29 
Interest expense   (20)   (2)   (22)   (25)   (47)
Interest expense-financing fees               (16)   (16)
Depreciation and amortization   387    87    474    23    497 
Segment income (loss)   1,628    710    2,338    (1,514)   824(2)
Expenditures for segment assets   149    39    188    1    189(4)

 

Segment Reporting for the Nine Months Ended September 30, 2023

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $33,223   $33,793   $67,016   $   $67,016 
Intercompany revenues   234    124    358         
Gross profit   5,237    6,837    12,074        12,074 
Research and development   260    11    271    69    340 
Interest income               445    445 
Interest expense   (68)   (2)   (70)   (119)   (189)
Interest expense-financing fees               (80)   (80)
Depreciation and amortization   1,745    337    2,082    42    2,124 
Segment income (loss)   2,619    2,933    5,552    (5,104)   448 
Expenditures for segment assets   1,376    10    1,386        1,386(3)

 

Segment Reporting for the Nine Months Ended September 30, 2022

 

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

 

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

 

 

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

 

(3)Net of financed amount of $152,000 and $309,000 for the three and nine months ended September 30, 2023, respectively.

 

(4)Net of financed amount of $0 and $114,000 for the three and nine months ended September 30, 2022, respectively.

 

v3.23.3
Income Taxes
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes


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 expenses of $254,000 and $179,000 for continuing operations for the three months ended September 30, 2023 and 2022, respectively, and income tax expense of $482,000 and income tax benefit of $147,000 for the nine months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rates were approximately 50.8% and 17.8% for the three months ended September 30, 2023 and 2022, respectively, and 51.8% and 8.0% for the nine months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2023 were impacted by non-deductible expenses and state taxes.

v3.23.3
Employee Retention Credit (“ERC”)
9 Months Ended
Sep. 30, 2023
Employee Retention Credit  
Employee Retention Credit (“ERC”)

 
13. Employee Retention Credit (“ERC”)

 

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

 

During the third quarter of 2022, the Company determined it was eligible for the ERC and amended its third quarter 2021 employer payroll tax filings claiming a refund from the U.S. Treasury in the amount of approximately $1,975,000. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, the Company accounted for the ERC by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it had reasonable assurance for receipt of the ERC and recorded the expected refund as other income (within “Other income (expense)”) on the Company’s Condensed Consolidated Statements of Operations and other receivables (within “Prepaid and other assets”) on the Company’s Condensed Consolidated Balance Sheets. On March 30, 2023, the Company received the ERC refund of $1,975,000 and approximately $60,000 in interest (recorded within “Interest Income” on the Company’s Condensed Consolidated Statements of Operations for the quarter ended March 31, 2023), totaling approximately $2,035,000.

 

v3.23.3
Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 2, 2023, the date that these condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Recently Issued Accounting Standards – Not Yet Adopted

Recently Issued Accounting Standards – Not Yet 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. ASU 2023-05 is currently not applicable to the Company; however, the Company will apply this guidance in future reporting periods after the guidance is effective to any future arrangements meeting this standard.

 

v3.23.3
Revenue (Tables)
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue

 

                               
Revenue by Contract Type                        
(In thousands)  Three Months Ended   Three Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Fixed price  $10,795   $10,188   $20,983   $8,877   $6,892   $15,769 
Time and materials   -    894    894    -    2,703    2,703 
Total  $10,795   $11,082   $21,877   $8,877   $9,595   $18,472 

 

 

                               
Revenue by Contract Type                        
(In thousands)  Nine Months Ended   Nine Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Fixed price  $33,223   $29,995   $63,218   $24,749   $20,569   $45,318 
Time and materials   -    3,798    3,798    -    8,524    8,524 
Total  $33,223   $33,793   $67,016   $24,749   $29,093   $53,842 

 

                               
Revenue by generator                        
(In thousands)  Three Months Ended   Three Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Domestic government  $7,095   $8,444   $15,539   $5,728   $9,264   $14,992 
Domestic commercial   3,450    2,170    5,620    2,806    313    3,119 
Foreign government   250    445    695    287    -    287 
Foreign commercial   -    23    23    56    18    74 
Total  $10,795   $11,082   $21,877   $8,877   $9,595   $18,472 

 

                               
Revenue by generator                        
(In thousands)  Nine Months Ended   Nine Months Ended 
   September 30, 2023   September 30, 2022 
   Treatment   Services   Total   Treatment   Services   Total 
Domestic government  $24,160   $29,603   $53,763   $17,786   $28,158   $45,944 
Domestic commercial   7,925    3,509    11,434    6,045    859    6,904 
Foreign government   1,002    615    1,617    532    12    544 
Foreign commercial   136    66    202    386    64    450 
Total  $33,223   $33,793   $67,016   $24,749   $29,093   $53,842 
Schedule of Contract Liabilities

The timing of revenue recognition and billings results in unbilled receivables (contract assets). The Company’s contract liabilities consist of deferred revenues which represent payment from customers in advance of the completion of our performance obligation. The following table represents changes in our contract assets and contract liabilities balances. Our deferred revenue balance at September 30, 2023 included a $2,500,000 invoice to a certain customer for a waste treatment project which is expected to commence and be completed in 2024.

 

           Year-to-date   Year-to-date 
(In thousands)  September 30, 2023   December 31, 2022   Change ($)   Change (%) 
Contract assets                    
Unbilled receivables - current  $9,336   $6,062   $3,274    54.0%
                     
Contract liabilities                    
Deferred revenue  $7,765   $4,813   $2,952    61.3%
v3.23.3
Leases (Tables)
9 Months Ended
Sep. 30, 2023
Leases  
Schedule of Components of Lease Cost

The components of lease cost for the Company’s leases for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2023   2022   2023   2022 
                 
Operating Leases:                    
Lease cost  $157   $157   $470   $471 
                     
Finance Leases:                    
Amortization of ROU assets   39    42    115    133 
Interest on lease liability   9    9    22    30 
Finance lease   48    51    137    163 
                     
Short-term lease rent expense   -    -    1    7 
                     
Total lease cost  $205   $208   $608   $641 
Schedule of Weighted Average Lease

The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at September 30, 2023 were:

 

   Operating Leases   Finance Leases 
Weighted average remaining lease terms (years)   5.7    3.2 
           
Weighted average discount rate   7.5%   7.0%
Schedule of Operating And Finance Lease Liability Maturity

The following table reconciles the undiscounted cash flows for the operating and finance leases at September 30, 2023 to the operating and finance lease liabilities recorded on the balance sheet (in thousands):

 

   Operating Leases   Finance Leases 
2023 (remaining)  $147   $65 
2024   519    260 
2025   433    239 
2026   415    85 
2027   406    50 
2028 and thereafter   749    28 
Total undiscounted lease payments   2,669    727 
Less: Imputed interest   (513)   (81)
Present value of lease payments  $2,156   $646 
           
Current portion of operating lease obligations  $412   $- 
Long-term operating lease obligations, less current portion  $1,744   $- 
Current portion of finance lease obligations  $-   $223 
Long-term finance lease obligations, less current portion  $-   $423 
Schedule of Supplemental Cash Flow And Other Information Related To Leases

Supplemental cash flow and other information related to our leases were as follows for the three and nine months ended September 30, 2023 and 2022 (in thousands):

 

                     
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2023   2022   2023   2022 
Cash paid for amounts included in the measurement of lease liabilities:                    
Operating cash flow used in operating leases  $145   $144   $435   $430 
Operating cash flow used in finance leases  $9   $9   $22   $30 
Financing cash flow used in finance leases  $54   $103   $135   $821 
                     
ROU assets obtained in exchange for lease obligations for:                    
Finance liabilities  $154   $-   $311   $147 
Operating liabilities  $484    -   $484   $- 
v3.23.3
Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Definite Lived Intangible Assets

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

 

          September 30, 2023   December 31, 2022 
   Weighted Average
Amortization
   Gross       Net   Gross       Net 
   Period    Carrying   Accumulated   Carrying   Carrying   Accumulated   Carrying 
   (Years)    Amount   Amortization   Amount   Amount   Amortization   Amount 
Other Intangibles (amount in thousands)                               
Patent    8.3    $703   $(384)  $319   $711   $(374)  $337 
Software    3     661    (515)   146    640    (468)   172 
Customer relationships    10     3,370    (3,358)   12    3,370    (3,250)   120 
Total         $4,734   $(4,257)  $477   $4,721   $(4,092)  $629 
Schedule of Finite Lived Intangible Assets, Future Amortization Expense

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

 

      
   Amount 
Year  (In thousands) 
     
2023 (Remaining)  $30 
2024   62 
2025   26 
2026   25 
2027   22 
v3.23.3
Capital Stock, Stock Plans and Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-based Compensation, Allocation of Recognized Period Costs

The following table summarizes stock-based compensation recognized for the three and nine months ended September 30, 2023 and 2022 for our employee and director stock options.

  

   2023   2022   2023   2022 
   Three Months Ended   Nine Months Ended 
Stock Options  September 30,   September 30, 
   2023   2022   2023   2022 
Employee Stock Options  $94,000   $76,000   $273,000   $248,000 
Director Stock Options   55,000    29,000    119,000    62,000 
Total  $149,000   $105,000   $392,000   $310,000 
Schedule of Stock Options Roll Forward

The summary of the Company’s stock option plans as of September 30, 2023 and September 30, 2022, and changes during the periods then ended, are presented below. The Company’s plans consist of the 2017 Plan and the 2003 Plan:

  

   Shares  

Weighted

Average

Exercise Price

   Weighted Average Remaining Contractual Term (years)  

Aggregate Intrinsic

Value (2)

 
Options outstanding January 1, 2023   1,018,400   $5.02         - 
Granted   365,000   $3.19           
Exercised   (282,400)  $3.70        $2,118,892 
Forfeited/expired/cancelled   (64,500)  $3.67           
Options outstanding end of period (1)   1,036,500   $5.48    5.1   $5,146,126 
Options exercisable at September 30, 2023(2)   302,300   $4.91    3.9   $1,675,604 

 

   Shares  

Weighted

Average

Exercise Price

   Weighted Average Remaining Contractual Term (years)  

Aggregate Intrinsic

Value (4)

 
Options outstanding January 1, 2022   1,019,400   $4.91         - 
Granted   94,000   $5.20           
Exercised   (52,400)  $4.04        $97,856 
Forfeited/expired   (9,600)  $5.50           
Options outstanding end of period (3)   1,051,400   $4.98    4.0   $492,939 
Options exercisable at September 30, 2022(3)   453,900   $3.93    2.4   $354,709 

 

(1) Options with exercise prices ranging from $3.15 to $9.81
(2) Options with exercise prices ranging from $3.15 to $7.50
(3) Options with exercise prices ranging from $2.79 to $7.50
(4) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price.
v3.23.3
Income (Loss) Per Share (Tables)
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earning Per Share

Basic income (loss) per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted income (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 income (loss) and average share amounts used to compute both basic and diluted income (loss) per share:

Schedule of Earning Per Share  

   2023   2022   2023   2022 
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
(Amounts in Thousands, Except for Per Share Amounts)  (Unaudited)   (Unaudited) 
   2023   2022   2023   2022 
Income (loss) per common share from continuing operations                    
Income (Loss) from continuing operations, net of taxes  $246   $824   $448   $(1,682)
Basic income (loss) per share  $.02   $.06   $.03   $(.13)
Diluted income (loss) per share  $.02   $.06   $.03   $(.13)
                     
Income (loss) per common share from discontinued operations, net of taxes                    
Income (loss) from discontinued operations, net of taxes  $95   $(160)  $(44)  $(442)
Basic income (loss) per share  $.01   $(.01)  $-   $(.03)
Diluted loss per share  $-   $(.01)  $-   $(.03)
                     
Net income (loss) per common share                    
Net income (loss)  $341   $664   $404   $(2,124)
Basic income (loss) per share  $.03   $.05   $.03   $(.16)
Diluted income (loss) per share  $.02   $.05   $.03   $(.16)
                     
Weighted average shares outstanding:                    
Basic weighted average shares outstanding   13,568    13,297    13,468    13,265 
Add: dilutive effect of stock options   370    131    244    - 
Add: dilutive effect of warrants   41    19    37    - 
Diluted weighted average shares outstanding   13,979    13,447    13,749    13,265 
                     
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:                    
Stock options   -    499    70    405 
Warrant   -    -    -    - 

 

 

v3.23.3
Long Term Debt (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long Term Debt

Long-term debt consists of the following:

  

(Amounts in Thousands)  September 30, 2023   December 31, 2022 
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 rate for first nine months of 2023 was 9.7%. (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 rate for first nine months of 2023 was 9.7%. (1)  $-   $- 
Term Loan 1 dated May 8, 2020, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 9.1% (1)   320    640 
Term Loan 2 dated July 31, 2023, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 9.9% (1)   2,458    - 
Capital Line dated May 4, 2021, payable in equal monthly installments of principal, balance due on May 15, 2027. Effective interest rate for first nine months of 2023 was 8.5% (1)   384    463 
Debt Issuance Costs   (182)(2)   (88)(2)
Notes Payable to 2023 and 2025, annual interest rate of 5.6% and 9.1%.   15    24 
Total debt   2,995    1,039 
Less current portion of long-term debt   880    476 
Long-term debt  $2,115   $563 

 

(1) Our revolving credit facility is collateralized by our accounts receivable, and our term loans and capital line 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 Facility, Term loan 1, Term loan 2 and Capital Line, as applicable.
v3.23.3
Discontinued Operations (Tables)
9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet

The following table presents the major class of assets of discontinued operations as of September 30, 2023 and December 31, 2022. No assets and liabilities were held for sale at each of the periods noted.

  

   September 30,   December 31, 
(Amounts in Thousands)  2023   2022 
Current assets          
Other assets  $15   $15 
Total current assets   15    15 
Long-term assets          
Property, plant and equipment, net (1)   81    81 
Total long-term assets   81    81 
Total assets  $96   $96 
Current liabilities          
Accounts payable  $23   $104 
Accrued expenses and other liabilities   139    146 
Environmental liabilities   77    112 
Total current liabilities   239    362 
Long-term liabilities          
Closure liabilities   166    159 
Environmental liabilities   784    749 
Total long-term liabilities   950    908 
Total liabilities  $1,189   $1,270 

 

(1)net of accumulated depreciation of $10,000 for each period presented.
v3.23.3
Operating Segments (Tables)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information

The table below presents certain financial information of our operating segments for the three and nine months ended September 30, 2023 and 2022 (in thousands).

 

 

Segment Reporting for the Quarter Ended September 30, 2023

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $10,795   $11,082   $21,877   $   $21,877 
Intercompany revenues   4    88    92         
Gross profit   1,494    3,055    4,549        4,549 
Research and development   102    1    103    17    120 
Interest income               146    146 
Interest expense   (23)   (1)   (24)   (65)   (89)
Interest expense-financing fees               (36)   (36)
Depreciation and amortization   584    88    672    14    686 
Segment income (loss)   1,014    1,120    2,134    (1,888)   246 
Expenditures for segment assets   333    7    340        340(3)

 

Segment Reporting for the Quarter Ended September 30, 2022

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $8,877   $9,595   $18,472   $   $18,472 
Intercompany revenues   28    16    44         
Gross profit   1,967    1,103    3,070        3,070 
Research and development   55        55    14    69 
Interest income               29    29 
Interest expense   (20)   (2)   (22)   (25)   (47)
Interest expense-financing fees               (16)   (16)
Depreciation and amortization   387    87    474    23    497 
Segment income (loss)   1,628    710    2,338    (1,514)   824(2)
Expenditures for segment assets   149    39    188    1    189(4)

 

Segment Reporting for the Nine Months Ended September 30, 2023

 

               (1)     
   Treatment   Services   Segments Total   Corporate (1)   Consolidated Total 
Revenue from external customers  $33,223   $33,793   $67,016   $   $67,016 
Intercompany revenues   234    124    358         
Gross profit   5,237    6,837    12,074        12,074 
Research and development   260    11    271    69    340 
Interest income               445    445 
Interest expense   (68)   (2)   (70)   (119)   (189)
Interest expense-financing fees               (80)   (80)
Depreciation and amortization   1,745    337    2,082    42    2,124 
Segment income (loss)   2,619    2,933    5,552    (5,104)   448 
Expenditures for segment assets   1,376    10    1,386        1,386(3)

 

Segment Reporting for the Nine Months Ended September 30, 2022

 

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

 

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

 

 

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

 

(3)Net of financed amount of $152,000 and $309,000 for the three and nine months ended September 30, 2023, respectively.

 

(4)Net of financed amount of $0 and $114,000 for the three and nine months ended September 30, 2022, respectively.
v3.23.3
Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Revenue $ 21,877 $ 18,472 $ 67,016 $ 53,842
Domestic Government [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 15,539 14,992 53,763 45,944
Domestic Commercial [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 5,620 3,119 11,434 6,904
Foreign Government [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 695 287 1,617 544
Foreign Commercial [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 23 74 202 450
Fixed Price [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 20,983 15,769 63,218 45,318
Time and Materials [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 894 2,703 3,798 8,524
Treatment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 10,795 8,877 33,223 24,749
Treatment [Member] | Domestic Government [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 7,095 5,728 24,160 17,786
Treatment [Member] | Domestic Commercial [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 3,450 2,806 7,925 6,045
Treatment [Member] | Foreign Government [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 250 287 1,002 532
Treatment [Member] | Foreign Commercial [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 56 136 386
Treatment [Member] | Fixed Price [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 10,795 8,877 33,223 24,749
Treatment [Member] | Time and Materials [Member]        
Disaggregation of Revenue [Line Items]        
Revenue
Services [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 11,082 9,595 33,793 29,093
Services [Member] | Domestic Government [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 8,444 9,264 29,603 28,158
Services [Member] | Domestic Commercial [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 2,170 313 3,509 859
Services [Member] | Foreign Government [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 445 615 12
Services [Member] | Foreign Commercial [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 23 18 66 64
Services [Member] | Fixed Price [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 10,188 6,892 29,995 20,569
Services [Member] | Time and Materials [Member]        
Disaggregation of Revenue [Line Items]        
Revenue $ 894 $ 2,703 $ 3,798 $ 8,524
v3.23.3
Schedule of Contract Liabilities (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Unbilled receivables - current $ 9,336   $ 6,062
Changes in unbilled receivables - current 3,274 $ (2,689)  
Deferred revenue 7,765   $ 4,813
Year-to-date Change [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Changes in unbilled receivables - current $ 3,274    
Changes in unbilled receivables - current, percentage 54.00%    
Changes in deferred revenue $ 2,952    
Changes in deferred revenue, percentage 61.30%    
v3.23.3
Revenue (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue from Contract with Customer [Abstract]        
Deferred revenue $ 2,500,000   $ 2,500,000  
Revenue recognized $ 842,000 $ 494,000 $ 6,289,000 $ 6,138,000
v3.23.3
Schedule of Components of Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Leases        
Lease cost $ 157 $ 157 $ 470 $ 471
Amortization of ROU assets 39 42 115 133
Interest on lease liability 9 9 22 30
Finance lease 48 51 137 163
Short-term lease rent expense 1 7
Total lease cost $ 205 $ 208 $ 608 $ 641
v3.23.3
Schedule of Weighted Average Lease (Details)
Sep. 30, 2023
Leases  
Operating leases, weighted average remaining lease terms (years) 5 years 8 months 12 days
Finance leases, weighted average remaining lease terms (years) 3 years 2 months 12 days
Operating leases, weighted average discount rate 7.50%
Finance leases, weighted average discount rate 7.00%
v3.23.3
Schedule of Operating And Finance Lease Liability Maturity (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
Operating Leases 2023 $ 147  
Operating Leases 2024 519  
Operating Leases 2025 433  
Operating Leases 2026 415  
Operating Leases 2027 406  
Operating Leases 2028 and thereafter 749  
Operating Leases Total undiscounted lease payments 2,669  
Operating Leases Less: Imputed interest (513)  
Operating Leases Present value of lease payments 2,156  
Current portion of operating lease obligations 412 $ 416
Long-term operating lease obligations, less current portion 1,744 1,584
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
Finance Leases 2023 65  
Finance Leases 2024 260  
Finance Leases 2025 239  
Finance Leases 2026 85  
Finance Leases 2027 50  
Finance Leases 2028 and thereafter 28  
Finance Leases Total undiscounted lease payments 727  
Finance Leases Less: Imputed interest (81)  
Finance Leases Present value of lease payments 646  
Current portion of finance lease obligations 223 154
Long-term finance lease obligations, less current portion $ 423 $ 318
v3.23.3
Schedule of Supplemental Cash Flow And Other Information Related To Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Leases        
Operating cash flow used in operating leases $ 145 $ 144 $ 435 $ 430
Operating cash flow used in finance leases 9 9 22 30
Financing cash flow used in finance leases 54 103 135 821
Finance liabilities 154 311 147
Operating liabilities $ 484 $ 484
v3.23.3
Schedule of Definite Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 4,734 $ 4,721
Accumulated Amortization (4,257) (4,092)
Net Carrying Amount $ 477 629
Patents [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 8 years 3 months 18 days  
Gross Carrying Amount $ 703 711
Accumulated Amortization (384) (374)
Net Carrying Amount $ 319 337
Software [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 3 years  
Gross Carrying Amount $ 661 640
Accumulated Amortization (515) (468)
Net Carrying Amount $ 146 172
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 10 years  
Gross Carrying Amount $ 3,370 3,370
Accumulated Amortization (3,358) (3,250)
Net Carrying Amount $ 12 $ 120
v3.23.3
Schedule of Finite Lived Intangible Assets, Future Amortization Expense (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2023 (Remaining) $ 30
2024 62
2025 26
2026 25
2027 $ 22
v3.23.3
Intangible Assets (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization of intangible asset $ 55,000 $ 65,000 $ 165,000 $ 176,000
v3.23.3
Schedule of Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total $ 149,000 $ 105,000 $ 392,000 $ 310,000
Employee Stock Options [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total 94,000 76,000 273,000 248,000
Director Stock Options [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total $ 55,000 $ 29,000 $ 119,000 $ 62,000
v3.23.3
Schedule of Stock Options Roll Forward (Details) - Equity Option [Member] - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Shares Options Outstanding Beginning 1,018,400 1,019,400
Weighted Average Exercise Price Options Outstanding Beginning $ 5.02 $ 4.91
Aggregate Intrinsic Value Options Exercisable [1] [2]
Shares, Granted 365,000 94,000
Weighted Average Exercise Price, Granted $ 3.19 $ 5.20
Shares, Exercised (282,400) (52,400)
Weighted Average Exercise Price, Exercised $ 3.70 $ 4.04
Aggregate Intrinsic Value, Exercised $ 2,118,892 [1] $ 97,856 [2]
Shares, Forfeited/expired (64,500) (9,600)
Weighted Average Exercise Price, Forfeited/expired $ 3.67 $ 5.50
Shares Options Outstanding Ending 1,036,500 [3] 1,051,400 [4]
Weighted Average Exercise Price Options Outstanding Ending $ 5.48 [3] $ 4.98 [4]
Weighted Average Remaining Contractual Term (years) Outstanding 5 years 1 month 6 days [3] 4 years [4]
Aggregate Intrinsic Value, Options outstanding end of period $ 5,146,126 [1],[3] $ 492,939 [2],[4]
Shares, Options exercisable 302,300 [1] 453,900 [4]
Weighted Average Exercise Price, Options exercisable $ 4.91 [1] $ 3.93 [4]
Weighted Average Remaining Contractual Term (years) Exercisable 3 years 10 months 24 days [1] 2 years 4 months 24 days [4]
Aggregate Intrinsic Value Options Exercisable $ 1,675,604 [1] $ 354,709 [2],[4]
[1] Options with exercise prices ranging from $3.15 to $7.50
[2] The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price.
[3] Options with exercise prices ranging from $3.15 to $9.81
[4] Options with exercise prices ranging from $2.79 to $7.50
v3.23.3
Schedule of Stock Options Roll Forward (Details) (Parenthetical) - $ / shares
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Stock Option Outstanding One [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Share-based payment arrangement, option, exercise price range, lower range limit $ 3.15  
Share-based payment arrangement, option, exercise price range, upper range limit 9.81  
Stock Option Outstanding Two [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Share-based payment arrangement, option, exercise price range, lower range limit 3.15  
Share-based payment arrangement, option, exercise price range, upper range limit $ 7.50  
Stock Option Outstanding [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Share-based payment arrangement, option, exercise price range, lower range limit   $ 2.79
Share-based payment arrangement, option, exercise price range, upper range limit   $ 7.50
v3.23.3
Capital Stock, Stock Plans and Stock-Based Compensation (Details Narrative) - USD ($)
9 Months Ended
Jul. 20, 2023
Jan. 19, 2023
Apr. 01, 2019
Jul. 27, 2017
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Common stock, par value         $ 0.001   $ 0.001
Proceeds from stock options exercised         $ 150,000 $ 13,000  
Common Stock [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of option exercised         244,000    
Number of shares issued from option exercise         163,933    
Common Stock [Member] | Minimum [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Stock options, exercise price         $ 3.60    
Common Stock [Member] | Maximum [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Stock options, exercise price         $ 7.005    
Ferguson Stock Option [Member] | First Milestone [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Options to purchase shares       10,000      
Ferguson Stock Option [Member] | Second Milestone [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Options to purchase shares       30,000      
Ferguson Stock Option [Member] | Third Milestone [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Options to purchase shares       60,000      
Share-Based Payment Arrangement, Option [Member] | Common Stock [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of option exercised         38,400    
Number of stock option purchased         38,400    
Proceeds from stock options exercised         $ 150,000    
Share-Based Payment Arrangement, Option [Member] | Common Stock [Member] | Minimum [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Stock options, exercise price         $ 2.785    
Share-Based Payment Arrangement, Option [Member] | Common Stock [Member] | Maximum [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Stock options, exercise price         $ 7.005    
Robert Ferguson [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of option exercised       10,000      
Loans payable     $ 2,500,000        
Warrant to purchase     60,000        
Warrants exercise price     $ 3.51        
Warrant exercisable, description     The warrant expires on April 1, 2024 and remains outstanding at September 30, 2023. Upon Mr. Ferguson’s death, the warrant transferred to Mr. Ferguson’s heirs. The Ferguson Loan was paid in full in December 2020.        
Employee and Directors [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Unrecognized compensation cost related to unvested options consultant         $ 1,947,000    
Weighted average term for unrecognized and unvested option to be recognized         3 years 4 months 24 days    
2017 Stock Option Plan [Member] | Consultant [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted       100,000      
Stock options, exercise price       $ 3.65      
2003 Outside Directors Stock Plan [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted 10,000            
Vesting period, description one-fourth vesting annually over a four-year period.            
Stock options, exercise price $ 9.81            
2003 Outside Directors Stock Option Plan [Member] | Common Stock [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Issuance of common stock for services, shares         54,202    
Allocated share-based compensation expense         $ 359,000    
Incentive Stock Option Agreement [Member] | 2017 Stock Option Plan [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted   295,000          
Common stock, par value   $ 0.001          
Weighted average contractual term (years) outstanding   6 years          
Vesting period, description   one-fifth yearly vesting over a five-year period.          
Stock options, exercise price   $ 3.95          
Incentive Stock Option Agreement [Member] | 2017 Stock Option Plan [Member] | Chief Executive Officer [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted   70,000          
Incentive Stock Option Agreement [Member] | 2017 Stock Option Plan [Member] | Chief Financial Officer [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted   40,000          
Incentive Stock Option Agreement [Member] | 2017 Stock Option Plan [Member] | EVP of Strategic Initiatives [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted   30,000          
Incentive Stock Option Agreement [Member] | 2017 Stock Option Plan [Member] | EVP of Waste Treatment Operations [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted   30,000          
Incentive Stock Option Agreement [Member] | 2017 Stock Option Plan [Member] | EVP of Nuclear and Technical Services [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Number of stock option shares granted   30,000          
v3.23.3
Schedule of Earning Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Income (loss) per common share from continuing operations                
Income (Loss) from continuing operations, net of taxes $ 246,000     $ 824,000 [1]     $ 448,000 $ (1,682,000) [1]
Basic income (loss) per share $ 0.02     $ 0.06     $ 0.03 $ (0.13)
Diluted income (loss) per share $ 0.02     $ 0.06     $ 0.03 $ (0.13)
Income (loss) per common share from discontinued operations, net of taxes                
Income (loss) from discontinued operations, net of taxes $ 95,000     $ (160,000)     $ (44,000) $ (442,000)
Basic income (loss) per share $ 0.01     $ (0.01)     $ (0.03)
Diluted loss per share     $ (0.01)     $ (0.03)
Net income (loss) per common share                
Net income (loss) $ 341,000 $ 474,000 $ (411,000) $ 664,000 $ (1,445,000) $ (1,343,000) $ 404,000 $ (2,124,000)
Basic income (loss) per share $ 0.03     $ 0.05     $ 0.03 $ (0.16)
Diluted income (loss) per share $ 0.02     $ 0.05     $ 0.03 $ (0.16)
Weighted average shares outstanding:                
Basic weighted average shares outstanding 13,568     13,297     13,468 13,265
Add: dilutive effect of stock options 370     131     244
Add: dilutive effect of warrants 41     19     37
Diluted weighted average shares outstanding 13,979     13,447     13,749 13,265
Share-Based Payment Arrangement, Option [Member]                
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:                
Antidilutive Securities     499     70 405
Warrant [Member]                
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:                
Antidilutive Securities        
[1] Includes approximately $1,975,000 recorded as other income under the Employee Retention Credit program under the CARES Act, as amended (see “Note 13 – Employee Retention Credit (“ERC”) below for a discussion of this refund amount).
v3.23.3
Schedule of Long Term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Debt Issuance Costs [1] $ (182) $ (88)
Total debt 2,995 1,039
Less current portion of long-term debt 880 476
Long-term debt 2,115 563
Revolving Credit [Member]    
Debt Instrument [Line Items]    
Total debt [2]
Term Loan 1 [Member]    
Debt Instrument [Line Items]    
Total debt [2] 320 640
Term Loan 2 [Member]    
Debt Instrument [Line Items]    
Total debt [2] 2,458
Capital Line [Member]    
Debt Instrument [Line Items]    
Total debt [2] 384 463
Note Payable [Member]    
Debt Instrument [Line Items]    
Total debt $ 15 $ 24
[1] Aggregate unamortized debt issuance costs in connection with the Company’s credit facility, which consists of the Revolving Credit Facility, Term loan 1, Term loan 2 and Capital Line, as applicable.
[2] Our revolving credit facility is collateralized by our accounts receivable, and our term loans and capital line are collateralized by our property, plant, and equipment.
v3.23.3
Schedule of Long Term Debt (Details) (Parenthetical)
Jul. 31, 2023
May 04, 2021
May 08, 2020
Sep. 30, 2023
Dec. 31, 2022
Revolving Credit [Member]          
Debt Instrument [Line Items]          
Debt due date     May 15, 2027    
Effective interest rate       9.70%  
Term Loan 1 [Member]          
Debt Instrument [Line Items]          
Debt due date     May 15, 2027    
Effective interest rate       9.10%  
Term Loan 2 [Member]          
Debt Instrument [Line Items]          
Debt due date May 15, 2027        
Effective interest rate       9.90%  
Capital Line [Member]          
Debt Instrument [Line Items]          
Debt due date   May 15, 2027      
Effective interest rate       8.50%  
Note Payable To 2023 [Member]          
Debt Instrument [Line Items]          
Effective interest rate       5.60% 5.60%
Note Payable To 2025 [Member]          
Debt Instrument [Line Items]          
Effective interest rate       9.10% 9.10%
v3.23.3
Long Term Debt (Details Narrative) - USD ($)
9 Months Ended
Jul. 31, 2023
May 04, 2021
May 08, 2020
Sep. 30, 2023
Mar. 21, 2023
Debt Instrument [Line Items]          
Debt instrument, borrowing capacity capital line, amount   $ 1,000,000      
Debt instrument, interest rate description       Pursuant to the Loan Agreement, as amended, the annual rate of interest due on the revolving credit is at prime (8.50% at September 30, 2023) plus 2% or SOFR plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by the Company. The annual rate of interest due on Term Loan 1 and the Capital Line loan is at prime plus 2.50% or Term SOFR Rate plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by the Company. 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.  
Letters of credit outstanding, amount       $ 3,200,000  
PNC Bank [Member] | Captail Line [Member]          
Debt Instrument [Line Items]          
Debt instrument carrying amount   524,000      
Monthly installments   $ 8,700      
Loan Agreement [Member] | Lender [Member]          
Debt Instrument [Line Items]          
Debt instrument, fee amount         $ 25,000
Loan Agreement [Member] | PNC Bank [Member] | Term Loan 1 [Member]          
Debt Instrument [Line Items]          
Debt instrument carrying amount     $ 1,742,000    
Monthly installments     35,547    
Loan Agreement [Member] | PNC Bank [Member] | Term Loan 2 [Member]          
Debt Instrument [Line Items]          
Debt instrument carrying amount     2,500,000    
Monthly installments     $ 41,667    
Amended Loan Agreement [Member]          
Debt Instrument [Line Items]          
Debt instrument, description Pursuant to the amendment dated July 31, 2023 as discussed above, the Company has agreed to pay PNC 1.0% of the total financing under the Loan Agreement, as amended, in the event the Company pays off its obligations on or before July 31, 2024, and 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 the amended Loan Agreement after July 31, 2025.        
Maturity end date May 15, 2027        
Maturity start date May 15, 2024        
Reduction, borrowing availability $ 750,000        
Amended Loan Agreement [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Capital expenditure 2,500,000        
Amended Loan Agreement [Member] | Lender [Member]          
Debt Instrument [Line Items]          
Debt instrument, fee amount 100,000        
Amended Loan Agreement [Member] | Lender [Member]          
Debt Instrument [Line Items]          
Debt instrument, description       reinstated the quarterly FCCR testing requirement starting in the second quarter of 2023 using a trailing twelve-month period (with no change to the minimum 1.15:1 ratio requirement for each quarter)  
Amended Loan Agreement [Member] | Term Loan 2 [Member]          
Debt Instrument [Line Items]          
Debt instrument carrying amount 2,500,000        
Monthly installments $ 41,667        
Amended Loan Agreement [Member] | Term Loan 2 [Member] | Prime Rate [Member]          
Debt Instrument [Line Items]          
Interest rate 3.00%        
Amended Loan Agreement [Member] | Term Loan 2 [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]          
Debt Instrument [Line Items]          
Interest rate 4.00%        
Revolving Credit Facility [Member]          
Debt Instrument [Line Items]          
Reduction, borrowing availability       $ 750,000  
Line of credit facility, remaining borrowing capacity       10,378,000  
Letters of credit outstanding, amount       $ 3,200,000  
Revolving Credit Facility [Member] | Loan Agreement [Member] | Lender [Member]          
Debt Instrument [Line Items]          
Line of credit facility, minimum borrowing availability         3,000,000
Revolving Credit Facility [Member] | PNC Bank [Member] | Revised Loan Agreement [Member]          
Debt Instrument [Line Items]          
Line of credit facility, maximum borrowing capacity         12,500,000
Revolving Credit Facility [Member] | Loan Agreement [Member] | PNC Bank [Member]          
Debt Instrument [Line Items]          
Debt instrument maturity date     May 15, 2027    
Line of credit facility, maximum borrowing capacity         12,500,000
Revolving Credit Facility [Member] | Previous Loan Agreement [Member] | PNC Bank [Member]          
Debt Instrument [Line Items]          
Line of credit facility, maximum borrowing capacity         $ 18,000,000
One Month Interest Period [Member] | Amended Loan Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]          
Debt Instrument [Line Items]          
Adjustment rate 0.10%        
Three Month Interest Period [Member] | Amended Loan Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]          
Debt Instrument [Line Items]          
Adjustment rate 0.15%        
v3.23.3
Commitments and Contingencies (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2003
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Self-insured retention       $ 100,000    
Accounts receivable, after allowance for credit loss, current   $ 15,342,000   15,342,000   $ 9,364,000
Restricted cash, noncurrent   11,926,000   11,926,000   11,570,000
Interest income   146,000 $ 29,000 445,000 $ 69,000  
Letters of credit outstanding, amount   3,200,000   3,200,000    
Bond outstanding   36,428,000   36,428,000    
American International Group, Inc [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Period of finite risk insurance policy 25 years          
Maximum allowable coverage of insurance policy   28,177,000   28,177,000    
Coverage amount under the policy   22,461,000   22,461,000    
Interest income   $ 146,000 $ 29,000 $ 356,000 $ 69,000  
Insurers obligation to entity on termination of contract   100.00%   100.00%    
American International Group, Inc [Member] | 2003 Closure Policy [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Restricted cash, noncurrent   $ 11,926,000   $ 11,926,000   11,570,000
Interest income       2,455,000   $ 2,099,000
Canadian Nuclear Laboratories LTD [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Unpaid receivables   2,287,000   2,287,000    
Accounts receivable, after allowance for credit loss, current   $ 1,056,000   $ 1,056,000    
v3.23.3
Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Other assets $ 15 $ 15
Total current assets 15 15
Long-term assets    
Property, plant and equipment, net [1] 81 81
Total long-term assets 81 81
Total assets 96 96
Current liabilities    
Accounts payable 23 104
Accrued expenses and other liabilities 139 146
Environmental liabilities 77 112
Total current liabilities 239 362
Long-term liabilities    
Closure liabilities 166 159
Environmental liabilities 784 749
Total long-term liabilities 950 908
Total liabilities $ 1,189 $ 1,270
[1] net of accumulated depreciation of $10,000 for each period presented.
v3.23.3
Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet (Details) (Parenthetical) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]    
Accumulated depreciation $ 10,000 $ 10,000
v3.23.3
Discontinued Operations (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]        
Income (loss) from discontinued operations, net of taxes (Note 10) $ 95,000 $ (160,000) $ (44,000) $ (442,000)
Loss from discontinued operations (net of taxes) (95,000) 160,000 44,000 442,000
Net of tax benefit $ 234,000 $ 46,000 $ 353,000 $ 127,000
v3.23.3
Schedule of Segment Reporting Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]        
Revenue from external customers $ 21,877 $ 18,472 $ 67,016 $ 53,842
Intercompany revenues
Gross profit 4,549 3,070 12,074 7,590
Research and development 120 69 340 245
Interest income 146 29 445 69
Interest expense (89) (47) (189) (123)
Interest expense-financing fees (36) (16) (80) (44)
Depreciation and amortization 686 497 2,124 1,433
Segment income (loss) 246 824 [1] 448 (1,682) [1]
Expenditures for segment assets 340 [2] 189 [3] 1,386 [2] 947 [3]
Treatment [Member]        
Segment Reporting Information [Line Items]        
Revenue from external customers 10,795 8,877 33,223 24,749
Services [Member]        
Segment Reporting Information [Line Items]        
Revenue from external customers 11,082 9,595 33,793 29,093
Operating Segments [Member] | Treatment [Member]        
Segment Reporting Information [Line Items]        
Revenue from external customers 10,795 8,877 33,223 24,749
Intercompany revenues 4 28 234 28
Gross profit 1,494 1,967 5,237 4,168
Research and development 102 55 260 179
Interest income
Interest expense (23) (20) (68) (53)
Interest expense-financing fees
Depreciation and amortization 584 387 1,745 1,139
Segment income (loss) 1,014 1,628 2,619 1,766
Expenditures for segment assets 333 149 1,376 819
Operating Segments [Member] | Services [Member]        
Segment Reporting Information [Line Items]        
Revenue from external customers 11,082 9,595 33,793 29,093
Intercompany revenues 88 16 124 43
Gross profit 3,055 1,103 6,837 3,422
Research and development 1 11 23
Interest income
Interest expense (1) (2) (2)
Interest expense-financing fees
Depreciation and amortization 88 87 337 244
Segment income (loss) 1,120 710 2,933 1,580
Expenditures for segment assets 7 39 10 127
Operating Segments [Member] | Segments Total [Member]        
Segment Reporting Information [Line Items]        
Revenue from external customers 21,877 18,472 67,016 53,842
Intercompany revenues 92 44 358 71
Gross profit 4,549 3,070 12,074 7,590
Research and development 103 55 271 202
Interest income
Interest expense (24) (22) (70) (53)
Interest expense-financing fees
Depreciation and amortization 672 474 2,082 1,383
Segment income (loss) 2,134 2,338 5,552 3,346
Expenditures for segment assets 340 188 1,386 946
Intersegment Eliminations [Member] | Corporate and Other [Member]        
Segment Reporting Information [Line Items]        
Revenue from external customers [4]
Intercompany revenues [4]
Gross profit [4]
Research and development [4] 17 14 69 43
Interest income [4] 146 29 445 69
Interest expense [4] (65) (25) (119) (70)
Interest expense-financing fees [4] (36) (16) (80) (44)
Depreciation and amortization [4] 14 23 42 50
Segment income (loss) [4] (1,888) (1,514) (5,104) (5,028)
Expenditures for segment assets [4] $ 1 $ 1
[1] Includes approximately $1,975,000 recorded as other income under the Employee Retention Credit program under the CARES Act, as amended (see “Note 13 – Employee Retention Credit (“ERC”) below for a discussion of this refund amount).
[2] Net of financed amount of $152,000 and $309,000 for the three and nine months ended September 30, 2023, respectively.
[3] Net of financed amount of $0 and $114,000 for the three and nine months ended September 30, 2022, respectively.
[4] Amounts reflect the activity for corporate headquarters not included in the segment information.
v3.23.3
Schedule of Segment Reporting Information (Details) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]        
Financed portion amount in the purchase of capital expenditure $ 152,000 $ 0 $ 309,000 $ 114,000
Employee Retention Credit [Member]        
Restructuring Cost and Reserve [Line Items]        
Other income   $ 1,975,000   $ 1,975,000
v3.23.3
Income Taxes (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]        
Income tax expense (benefit) $ 254,000 $ 179,000 $ 482,000 $ (147,000)
Effective income tax rates 50.80% 17.80% 51.80% 8.00%
v3.23.3
Employee Retention Credit (“ERC”) (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Mar. 30, 2023
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2023
Employee retention credits, description       Company’s share of certain payroll taxes equal to 70% of the qualified wages paid to employees between July 1, 2021 and September 30, 2021. Qualified wages were limited to $10,000 per employee per calendar quarter in 2021 for a maximum allowable ERC per employee of $7,000 per calendar quarter in 2021. For purposes of the amended ERC, an eligible employer was defined as having experienced a significant (20% or more) decline in gross receipts during one or more of the first three 2021 calendar quarters when compared to 2019.
Employer shares percentage     70.00%  
Qualified wages limitation under the ERC program     $ 10,000  
Maximum ERC per employee     $ 7,000  
Interest income $ 60,000      
Other Nonoperating Income (Expense) [Member]        
Non-operating income $ 1,975,000 $ 1,975,000   $ 2,035,000

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