UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

Form 10-Q

 

[X]

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

 For the quarterly period ended

September 30, 20192020

 

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.    111596     

 

Commission File No.111596

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware58-1954497

(State or other jurisdictionof

incorporation or organization)

(IRS Employer

of incorporation or organization)Identification Number)

8302 Dunwoody Place, Suite 250, Atlanta, GA30350
(Address of principal executive offices)(Zip (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 classTrading SymbolName of each exchange on which registered
Common Stock, $.001 Par ValuePESINASDAQ Capital Markets
Preferred Stock Purchase RightsNASDAQ Capital Markets

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] 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 [X] 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 [X] 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 [X]

 

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 4, 20192020
Common Stock, $.001 Par Value 12,083,47812,153,897 shares

 

 

 

 
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

 

INDEX

 

  Page No.
PART IFINANCIAL INFORMATION
   
 Item 1.Consolidated Financial Statements3
    
  Consolidated Balance Sheets - September 30, 20192020 and December 31, 201820193
    
  Consolidated Statements of Operations - Three and Nine Months Ended September 30, 20192020 and 201820195
    
  Consolidated Statements of Comprehensive Income  - Three and Nine Months Ended September 30, 20192020 and 201820196
    
  Consolidated Statement of Stockholders’ Equity - Nine Months Ended September 30, 20192020 and 201820197
    
  Consolidated Statements of Cash Flows - Nine Months Ended September 30, 20192020 and 201820198
    
  Notes to Consolidated Financial Statements9
    
 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperation2629 
    
 Item 3.Quantitative and Qualitative Disclosures  About Market Risk41 45
    
 Item 4.Controls and Procedures41 45
    
PART IIOTHER INFORMATION 
   
 Item 1.Legal Proceedings41 45
    
 Item 1A.Risk Factors42 46
    
 Item 6.Exhibits42 46

 

 2 

 

PART I - FINANCIAL INFORMATION

ITEM 1. – Financial Statements

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Balance Sheets

  September 30, 2019  December 31, 2018 
(Amounts in Thousands, Except for Share and Per Share Amounts) (Unaudited)  (Audited) 
       
ASSETS        
Current assets:        
Cash $2,441  $810 
Accounts receivable, net of allowance for doubtful accounts of $252 and $105, respectively  10,781   7,735 
Unbilled receivables - current  9,245   3,105 
Inventories  453   449 
Prepaid and other assets  3,258   2,552 
Current assets related to discontinued operations  99   107 
Total current assets  26,277   14,758 
         
Property and equipment:        
Buildings and land  19,920   19,782 
Equipment  19,715   19,157 
Vehicles  412   369 
Leasehold improvements  23   23 
Office furniture and equipment  1,556   1,551 
Construction-in-progress  1,420   1,389 
Total property and equipment  43,046   42,271 
Less accumulated depreciation  (27,243)  (26,532)
Net property and equipment  15,803   15,739 
         
Property and equipment related to discontinued operations  81   81 
         
Operating lease right-of-use assets  2,606    
         
Intangibles and other long term assets:        
Permits  8,728   8,443 
Other intangible assets - net  1,107   1,278 
Finite risk sinking fund (restricted cash)  11,236   15,971 
Other assets  1,204   1,054 
Other assets related to discontinued operations  57   118 
Total assets $67,099  $57,442 

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

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Balance Sheets Continued

 

  September 30, 2019  December 31, 2018 
(Amounts in Thousands, Except for Share and per Share Amounts) (Unaudited)  (Audited) 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $9,780  $5,497 
Accrued expenses  6,179   5,014 
Disposal/transportation accrual  1,659   1,542 
Deferred revenue  6,239   6,595 
Accrued closure costs - current  110   1,142 
Current portion of long-term debt  353   1,184 
Current portion of long-term debt - related party  634    
Current portion of operating lease liabilities  237    
Current portion of finance lease liabilities  319   181 
Current liabilities related to discontinued operations  723   356 
Total current liabilities  26,233   21,511 
         
Accrued closure costs  5,877   5,608 
Other long-term liabilities     255 
Deferred tax liabilities  612   586 
Long-term debt, less current portion  1,562   2,118 
Long-term debt, less current portion - related party  1,360    
Long-term operating lease liabilities, less current portion  2,406    
Long-term finance lease liabilities, less current portion  351   268 
Long-term liabilities related to discontinued operations  591   963 
Total long-term liabilities  12,759   9,798 
         
Total liabilities  38,992   31,309 
         
Commitments and Contingencies (Note 10)        
         
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; 12,077,418 and 11,944,215 shares issued, respectively; 12,069,776 and 11,936,573 shares outstanding, respectively  12   12 
Additional paid-in capital  108,215   107,548 
Accumulated deficit  (78,245)  (79,630)
Accumulated other comprehensive loss  (202)  (214)
Less Common Stock in treasury, at cost; 7,642 shares  (88)  (88)
Total Perma-Fix Environmental Services, Inc. stockholders’ equity  29,692   27,628 
Non-controlling interest  (1,585)  (1,495)
Total stockholders’ equity  28,107   26,133 
         
Total liabilities and stockholders’ equity $67,099  $57,442 

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

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Operations

(Unaudited)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
(Amounts in Thousands, Except for Per Share Amounts) 2019  2018  2019  2018 
             
Net revenues $22,535  $11,984  $51,378  $37,801 
Cost of goods sold  17,378   10,159   40,449   30,612 
Gross profit  5,157   1,825   10,929   7,189 
                 
Selling, general and administrative expenses  2,945   2,640   8,548   8,061 
Research and development  165   229   615   680 
Loss (gain) on disposal of property and equipment  4   (9)  3   (34)
Income (loss) from operations  2,043   (1,035)  1,763   (1,518)
                 
Other income (expense):                
Interest income  77   82   265   212 
Interest expense  (99)  (62)  (293)  (177)
Interest expense-financing fees  (69)  (10)  (139)  (27)
Net gain on exchange offer of Series B Preferred Stock of subsidary           1,596 
Other  (2)     222    
Income (loss) from continuing operations before taxes  1,950   (1,025)  1,818   86 
Income tax expense (benefit)  55   (1,342)  99   (1,272)
Income from continuing operations, net of taxes  1,895   317   1,719   1,358 
                 
Loss from discontinued operations, net of taxes of $0  (156)  (131)  (424)  (495)
Net income  1,739   186   1,295   863 
                 
Net loss attributable to non-controlling interest  (29)  (35)  (90)  (102)
                 
Net income attributable to Perma-Fix Environmental Services, Inc. common stockholders $1,768  $221  $1,385  $965 
                 
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic:                
Continuing operations $.16  $.03  $.15  $.12 
Discontinued operations  (.01)  (.01)  (.03)  (.04)
Net income per common share $.15  $.02  $.12  $.08 
                 
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - diluted:                
Continuing operations $.16  $.03  $.15  $.12 
Discontinued operations  (.01)  (.01)  (.04)  (.04)
Net income per common share $.15  $.02  $.11  $.08 
                 
Number of common shares used in computing net income per share:                
Basic  12,070   11,922   12,029   11,828 
Diluted  12,123   12,027   12,061   11,909 
  September 30,  December 31, 
  2020  2019 
(Amounts in Thousands, Except for Share and Per Share Amounts) (Unaudited)  (Audited) 
       
ASSETS        
Current assets:        
Cash $4,811  $390 
Accounts receivable, net of allowance for doubtful accounts of $432 and $487, respectively  13,442   13,178 
Unbilled receivables  14,366   7,984 
Inventories  525   487 
Prepaid and other assets  3,863   2,983 
Current assets related to discontinued operations  17   104 
Total current assets  37,024   25,126 
         
Property and equipment:        
Buildings and land  20,049   19,967 
Equipment  22,285   20,068 
Vehicles  456   410 
Leasehold improvements  23   23 
Office furniture and equipment  1,470   1,418 
Construction-in-progress  1,513   1,609 
Total property and equipment  45,796   43,495 
Less accumulated depreciation  (27,900)  (26,919)
Net property and equipment  17,896   16,576 
         
Property and equipment related to discontinued operations  81   81 
         
Operating lease right-of-use assets  2,353   2,545 
         
Intangibles and other long term assets:        
Permits  8,875   8,790 
Other intangible assets - net  923   1,065 
Finite risk sinking fund (restricted cash)  11,418   11,307 
Other assets  911   989 
Other assets related to discontinued operations     36 
Total assets $79,481  $66,515 

 

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

 

 53 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Comprehensive Income

(Unaudited)Balance Sheets, Continued

 

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
(Amounts in Thousands) 2019  2018  2019  2018 
             
Net income $1,739  $186  $1,295  $863 
Other comprehensive income (loss):                
Foreign currency translation adjustment  4   18   12   (39)
                 
Comprehensive income  1,743   204   1,307   824 
Comprehensive loss attributable to non-controlling interest  (29)  (35)  (90)  (102)
Comprehensive income attributable to Perma-Fix Environmental Services, Inc. stockholders $1,772  $239  $1,397  $926 
  September 30,  December 31, 
  2020  2019 
(Amounts in Thousands, Except for Share and Per Share Amounts) (Unaudited)  (Audited) 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $14,652  $9,277 
Accrued expenses  6,743   6,118 
Disposal/transportation accrual  1,041   1,156 
Deferred revenue  4,806   5,456 
Accrued closure costs - current  75   84 
Current portion of long-term debt  828   1,300 
Current portion of operating lease liabilities  265   244 
Current portion of finance lease liabilities  675   471 
Current liabilities related to discontinued operations  919   994 
Total current liabilities  30,004   25,100 
         
Accrued closure costs  6,207   5,957 
Deferred tax liabilities  588   590 
Long-term debt, less current portion  6,426   2,580 
Long-term operating lease liabilities, less current portion  2,141   2,342 
Long-term finance lease liabilities, less current portion  715   466 
Other long-term liabilities  838    
Long-term liabilities related to discontinued operations  250   244 
Total long-term liabilities  17,165   12,179 
         
Total liabilities  47,169   37,279 
         
Commitments and Contingencies (Note 10)        
         
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; 12,152,363 and 12,123,520 shares issued, respectively; 12,144,721 and 12,115,878 shares outstanding, respectively  12   12 
Additional paid-in capital  108,790   108,457 
Accumulated deficit  (74,445)  (77,315)
Accumulated other comprehensive loss  (251)  (211)
Less Common Stock in treasury, at cost; 7,642 shares  (88)  (88)
Total Perma-Fix Environmental Services, Inc. stockholders’ equity  34,018   30,855 
Non-controlling interest  (1,706)  (1,619)
Total stockholders’ equity  32,312   29,236 
         
Total liabilities and stockholders’ equity $79,481  $66,515 

 

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

 

4

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Operations

(Unaudited)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
(Amounts in Thousands, Except for Per Share Amounts) 2020  2019  2020  2019 
             
Net revenues $30,172  $22,535  $77,079  $51,378 
Cost of goods sold  25,422   17,378   64,379   40,449 
Gross profit  4,750   5,157   12,700   10,929 
                 
Selling, general and administrative expenses  3,308   2,945   8,935   8,548 
Research and development  157   165   598   615 
Loss on disposal of property and equipment     4   27   3 
Income from operations  1,285   2,043   3,140   1,763 
                 
Other income (expense):                
Interest income  28   77   112   265 
Interest expense  (87)  (99)  (306)  (293)
Interest expense-financing fees  (58)  (69)  (187)  (139)
Other  180   (2)  189   222 
Loss on debt extinguishment of debt        (27)   
Income from continuing operations before taxes  1,348   1,950   2,921   1,818 
Income tax (benefit) expense  (133)  55   (128)  99 
Income from continuing operations, net of taxes  1,481   1,895   3,049   1,719 
                 
Loss from discontinued operations, net of taxes of $0  (67)  (156)  (266)  (424)
Net income  1,414   1,739   2,783   1,295 
                 
Net loss attributable to non-controlling interest  (32)  (29)  (87)  (90)
                 
Net income attributable to Perma-Fix Environmental Services, Inc. common stockholders $1,446  $1,768  $2,870  $1,385 
                
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic:                
Continuing operations $.13  $.16  $.26  $.15 
Discontinued operations  (.01)  (.01)  (.02)  (.03)
Net income per common share $.12  $.15  $.24  $.12 
                 
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - diluted: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations $.13  $.16  $.25  $.15 
Discontinued operations  (.01)  (.01)  (.02)  (.04)
Net income per common share $.12  $.15  $.23  $.11 
                 
Number of common shares used in computing net income per share:                
Basic  12,145   12,070   12,134   12,029 
Diluted  12,371   12,123   12,337   12,061 

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

5

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Comprehensive Income

(Unaudited)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
(Amounts in Thousands) 2020  2019  2020  2019 
             
Net income $1,414  $1,739  $2,783  $1,295 
Other comprehensive income (loss):                
Foreign currency translation adjustment  11   4   (40)  12 
                 
Comprehensive income  1,425   1,743   2,743   1,307 
Comprehensive loss attributable to non-controlling interest  (32)  (29)  (87)  (90)
Comprehensive income attributable to Perma-Fix Environmental Services, Inc. stockholders $1,457  $1,772  $2,830  $1,397 

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

 6 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC

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 Non-controlling
Interest in
 Accumulated 

Total
Stockholders’

  Common Stock Additional Paid-In 

Common Stock

Held In

 Accumulated Other Comprehensive Non-controlling Interest in Accumulated Total Stockholders’ 
 Shares Amount Capital Treasury Loss Subsidiary Deficit Equity  Shares Amount Capital Treasury Loss Subsidiary Deficit Equity 
                                
Balance at December 31, 2019  12,123,520  $12  $108,457  $(88) $(211) $(1,619) $(77,315) $29,236 
Net Income (loss)         —    —    —   (26)  1,220   1,194 
Foreign currency translation         —    —   (79)   —    —   (79)
Issuance of Common Stock upon exercise of options  3,643      6    —    —    —    —   6 
Issuance of Common Stock for services  5,128      48    —    —    —    —   48 
Stock-Based Compensation        44    —    —    —    —   44 
Balance at March 31, 2020  12,132,291  $12  $108,555  $(88) $(290) $(1,645) $(76,095) $30,449 
Net Income (loss)         —    —    —   (29)  204   175 
Foreign currency translation         —    —   28    —    —   28 
Issuance of Common Stock upon exercise of options  241       —    —    —    —    —    — 
Issuance of Common Stock for services  10,239      56    —    —    —    —   56 
Stock-Based Compensation        48    —    —    —    —   48 
Balance at June 30, 2020  12,142,771  $12  $108,659  $(88) $(262) $(1,674) $(75,891) $30,756 
Net Income (loss)         —    —    —   (32)  1,446   1,414 
Foreign currency translation         —    —   11    —    —   11 
Issuance of Common Stock for services  9,592      62    —    —    —    —   62 
Stock-Based Compensation        69    —    —    —    —   69 
Balance at September 30, 2020  12,152,363  $12  $108,790  $(88) $(251) $(1,706) $(74,445) $32,312 
                                                 
Balance at December 31, 2018  11,944,215  $12  $107,548  $(88) $(214) $(1,495) $(79,630) $26,133   11,944,215  $12  $107,548  $(88) $(214) $(1,495) $(79,630) $26,133 
Net loss                 (30)  (672)  (702)         —    —    —   (30)  (672)  (702)
Foreign currency translation              12         12          —    —   12    —    —   12 
Issuance of Common Stock for services  24,964      60               60   24,964      60    —    —    —    —   60 
Stock-Based Compensation        48               48         48    —    —    —    —   48 
Balance at March 31, 2019  11,969,179  $12  $107,656  $(88) $(202) $(1,525) $(80,302) $25,551   11,969,179  $12  $107,656  $(88) $(202) $(1,525) $(80,302) $25,551 
Net income (loss)                 (31)  289   258          —    —    —   (31)  289   258 
Foreign currency translation              (4)        (4)         —    —   (4)   —    —   (4)
Issuance of Common Stock for services  17,902      62               62   17,902      62    —    —    —    —   62 
Stock-Based Compensation        36               36         36    —    —    —    —   36 
Issuance of Common Stock with debt  75,000      263               263   75,000      263    —    —    —    —   263 
Issuance of warrant with debt        93               93         93    —    —    —    —   93 
Balance at June 30, 2019  12,062,081  $12  $108,110  $(88) $(206) $(1,556) $(80,013) $26,259   12,062,081  $12  $108,110  $(88) $(206) $(1,556) $(80,013) $26,259 
Net income (loss)                 (29)  1,768   1,739          —    —    —   (29)  1,768   1,739 
Foreign currency translation              4         4          —    —   4    —    —   4 
Issuance of Common Stock for services  15,337      60               60   15,337      60    —    —    —    —   60 
Stock-Based Compensation        45               45         45    —    —    —    —   45 
Balance at September 30, 2019  12,077,418  $12  $108,215  $(88) $(202) $(1,585) $(78,245) $28,107   12,077,418  $12  $108,215  $(88) $(202) $(1,585) $(78,245) $28,107 
                                
Balance at December 31, 2017  11,738,623  $12  $106,417  $(88) $(112) $(1,175) $(77,893) $27,161 
Adoption of accounting standards                    (317)  (317)
Net income (loss)                 (39)  135   96 
Foreign currency translation              (8)        (8)
Issuance of Common Stock for services  16,074      60               60 
Stock-Based Compensation        46               46 
Balance at March 31, 2018  11,754,697  $12  $106,523  $(88) $(120) $(1,214) $(78,075) $27,038 
Net income (loss)                 (28)  609   581 
Foreign currency translation              (49)        (49)
Issuance of Common Stock upon exercise of options  10,000      36               36 
Issuance of Common Stock from exchange offer of Series B Preferred Stock of subsidiary  134,994      648               648 
Issuance of Common Stock for services  15,493      65               65 
Stock-Based Compensation        45               45 
Balance at June 30, 2018  11,915,184  $12  $107,317  $(88) $(169) $(1,242) $(77,466) $28,364 
Net income (loss)                 (35)  221   186 
Foreign currency translation              18         18 
Issuance of Common Stock for services  15,063      66               66 
Stock-Based Compensation        52               52 
Balance at September 30, 2018  11,930,247  $12  $107,435  $(88) $(151) $(1,277) $(77,245) $28,686 

 

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

 

 7 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

 Nine Months Ended  Nine Months Ended 
 September 30,  September 30, 
(Amounts in Thousands) 2019 2018  2020 2019 
Cash flows from operating activities:                
Net income $1,295  $863  $2,783  $1,295 
Less: loss from discontinued operations, net of taxes of $0  (424)  (495)  (266)  (424)
                
Income from continuing operations, net of taxes  1,719   1,358   3,049   1,719 
Adjustments to reconcile income from continuing operations to cash (used in) provided by operating activities:        
Adjustments to reconcile income from continuing operations to cash provided by (used in) operating activities:        
Depreciation and amortization  968   1,095   1,189   968 
Amortization of debt issuance costs  139   27 
Deferred tax expense (benefit)  26   (1,344)
Provision for bad debt reserves  147   22 
Loss (gain) on disposal of property and equipment  3   (34)
Gain on exchange offer of Series B Preferred Stock of subsidiary     (1,659)
Interest on finance lease with purchase option  6    
Loss on extinguishment of debt  27    
Amortization of debt issuance/debt discount costs  187   139 
Deferred tax (benefit) expense  (2)  26 
(Recovery of) provision for bad debt reserves  (94)  147 
Loss on disposal of property and equipment  27   3 
Issuance of common stock for services  182   191   166   182 
Stock-based compensation  129   143   161   129 
Changes in operating assets and liabilities of continuing operations                
Accounts receivable  (3,193)  (382)  (170)  (3,193)
Unbilled receivables  (6,140)  1,342   (6,382)  (6,140)
Prepaid expenses, inventories and other assets  500   1,272   1,284   500 
Accounts payable, accrued expenses and unearned revenue  2,516   (983)  4,055   2,516 
Cash (used in) provided by continuing operations  (3,004)  1,048 
Cash provided by (used in) continuing operations  3,503   (3,004)
Cash used in discontinued operations  (459)  (468)  (329)  (459)
Cash (used in) provided by operating activities  (3,463)  580 
Cash provided by (used in) operating activities  3,174   (3,463)
                
Cash flows from investing activities:                
Purchases of property and equipment  (813)  (1,102)  (1,488)  (813)
Proceeds from sale of property and equipment  1   34   4   1 
Cash used in investing activities of continuing operations  (812)  (1,068)  (1,484)  (812)
Cash provided by investing activities of discontinued operations  100   54   118   100 
Cash used in investing activities  (712)  (1,014)  (1,366)  (712)
                
Cash flows from financing activities:                
Repayments of revolving credit borrowings  (38,378)  (40,906)  (72,601  (38,378
Borrowing on revolving credit  37,739   42,189   72,280   37,739 
Proceeds from issuance of long-term debt - related party  2,500    
Proceeds from issuance of long-term debt  5,666   2,500 
Proceeds from finance leases  405         405 
Proceeds from issuance of common stock upon exercise of options     36 
Principal repayments of finance lease liabilities  (174)  (21)  (411)  (174)
Principal repayments of long term debt  (717)  (914)  (2,127)  (925)
Principal repayment of long term debt - related party  (208)   
Payment of debt issuance costs  (112)     (85)  (112)
Proceeds from issuance of common stock upon exercise of options  6    
Cash provided by financing activities of continuing operations  1,055   384   2,728   1,055 
                
Effect of exchange rate changes on cash  16   (8)  (4)  16 
                
Decrease in cash and finite risk sinking fund (restricted cash)  (3,104)  (58)
Increase (decrease) in cash and finite risk sinking fund (restricted cash)  4,532   (3,104)
Cash and finite risk sinking fund (restricted cash) at beginning of period  16,781   16,739   11,697   16,781 
Cash and finite risk sinking fund (restricted cash) at end of period $13,677  $16,681  $16,229  $13,677 
                
Supplemental disclosure:                
Interest paid $284  $173  $286  $284 
Income taxes paid  168   160   34   168 
Purchase of equipment through finance lease obligation  29   213 
Equipment purchase subject to finance lease  856   29 
Equipment purchase subject to financing  27    
Issuance of Common Stock with debt  263         263 
Issuance of Warrant with debt  93         93 

 

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

 

 8 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

Notes to Consolidated Financial Statements

September 30, 20192020

(Unaudited)

 

Reference is made herein to the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

 

1.Basis of Presentation

 

The consolidated financial statements included herein have been prepared by the Company (which may be referred to as we, us or our), without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“the Commission”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the nine months ended September 201930, 2020 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2019.2020.

 

The Company suggests that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.

The consolidated financial statements include our accounts, those of our wholly-owned subsidiaries, and our majority-owned Polish subsidiary, Perma-Fix Medical. Additionally, the Company’s financial statements include the account of a variable interest entity (“VIE”), Perma-Fix ERRG for which we are the primary beneficiary (See “Note 14 - VIE” for a discussion of this VIE).

 

2.Summary of Significant Accounting Policies

 

Our accounting policies are as set forth in the notes to the December 31, 2018 consolidated financial statements referred to above.

Recently Adopted Accounting Standards

 

In February 2016,August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” which requires the recognition of right-of-use (“ROU”) lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The original guidance required application on a modified retrospective basis with the earliest period presented. In July 2018, the FASB issued ASU 2018-11, “Targeted Improvements,” to Topic 842 which included an option to not restate comparative periods in transition and elect to use the effective date of Topic 842 as the date of initial application of transition, which the Company elected. As permitted under Topic 842, the Company adopted several practical expedients that permit us to not reassess (1) whether any expired or existing contract as of the adoption date is or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and (3) initial direct costs for any existing leases as of the adoption date. As a result of the adoption of Topic 842 on January 1, 2019, the Company recorded both operating lease right-of-use (“ROU”) assets of $2,602,000 and operating lease liabilities of $2,622,000. The cumulative-effect adjustment was immaterial to our beginning accumulated deficit upon adoption of ASU 2016-02. The adoption of Topic 842 had an immaterial impact on our Consolidated Statements of Operations and Cash Flows for the nine months ended September 30, 2019. The Company’s accounting for finance leases remained substantially unchanged. The Company has expanded its consolidated financial statement disclosure upon adoption of this standard (see “Note 4 – Leases”).

In February 2018, FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU allows for the reclassification of certain income tax effects related to the new Tax Cuts and Jobs Act legislation between “Accumulated other comprehensive income” and “Retained earnings.” This ASU relates to the requirement that adjustments to deferred tax liabilities and assets related to a change in tax laws or rates be included in “Income from continuing operations”, even in situations where the related items were originally recognized in “Other comprehensive income” (rather than in “Income from continuing operations”). ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this ASU is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax laws or rates were recognized. The adoption of ASU 2018-09 by the Company effective January 1, 2019 did not have a material impact on the Company’s financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The adoption of ASU 2018-09 by the Company effective January 1, 2019 did not have a material impact on the Company’s financial statements.

Recently Issued Accounting Standards – Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, “Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”),” which amends the current approach to estimate credit losses on certain financial assets, including trade and other receivables, available-for-sale securities, and other financial instruments. Generally, this amendment requires entities to establish a valuation allowance for the expected lifetime losses of these certain financial assets. Subsequent changes in the valuation allowance are recorded in current earnings and reversal of previous losses is permitted. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which, with respect to credit losses, among other things, clarifies and addresses issues related to accrued interest, transfers between classifications of loans or debt securities, recoveries, and variable interest rates. Additionally, in May 2019, the FASB issued ASU 2019-05, “Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief,” which allows entities to irrevocably elect the fair value option on certain financial instruments. These standards are effective for interim and annual reporting periods beginning after December 15, 2019. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently assessing the impact that these standards will have on its financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 improves the disclosure requirements on fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU No. 2018-13 by the Company effective January 1, 2020 did not have a material impact on the Company’s financial statements or disclosures.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (“ASU 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”) or another rate that is expected to be discontinued. The amendments in the ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of ASU 2020-04 on March 12, 2020 by the Company did not have a material impact on the Company’s financial statements. The Company will continue to assess the potential impact of this ASU through the effective period.

9

Recently Issued Accounting Standards – Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, “Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19 “Codification Improvements to Topic 326, Financial Instruments - Credit Losses,” ASU 2019-04 “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” ASU 2019-05 “Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief,” ASU 2019-11 “Codification Improvements to Topic 326, Financial Instruments - Credit Losses” and ASU 2020-02, “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842)” (collectively, “Topic 326”). Topic 326 introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables and loans. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. These ASUs are effective January 1, 2023 for the Company as a smaller reporting company. The Company had expected to early adopt theses ASUs effective January 1, 2020; however, due to the need for reallocation of the Company’s resources to manage COVID-19 related matters, the Company has deferred adoption of theses ASUs effective January 1, 2020 and expect to adopt these ASUs by January 1, 2023.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company does not expect the adoption of this ASU will have a material impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-01, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” This guidance addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company does not expect the adoption of this ASU will have a material impact on the Company’s financial statements.

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

3.    COVID-19 Impact

The spread of COVID-19 continues to result in significant volatility in the U.S. and international markets. The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business. As previously reported, the COVID-19 pandemic did not result in a material impact to the Company’s first quarter 2020 results of operations. Starting in late March 2020, the Company’s operations were impacted by the shutdown of a number of projects and the delays of certain waste shipments that continued into the second quarter of 2020. Since the latter part of the second quarter of 2020, all of the projects that were previously shutdown within our Services Segment have restarted as stay-at-home orders and certain other restrictions resulting from the pandemic were lifted. Revenues within our Services Segment in the third quarter of 2020 exceeded the corresponding period of 2019 by approximately $10,652,000. The Company continues to experience delays in waste shipments from certain customers within our Treatment Segment directly related to the impact of COVID-19 including generator shutdowns and limited sustained operations, along with other factors. These waste shipment delays may impact the Company’s results of operations for the fourth quarter of 2020 and potentially the first quarter of 2021.

10

At this standard willtime, the Company believes it has sufficient liquidity on hand to continue business operations during the next twelve months. At September 30, 2020, the Company had cash on hand of approximately $4,811,000 and borrowing availability under our revolving credit facility of approximately $16,404,000 based on a percentage of eligible receivables and subject to certain reserves. The Company continues to assess reducing operating costs during this volatile time, which include curtailing capital expenditures, eliminating non-essential expenditures and implementing a hiring freeze as needed.

The Company is closely monitoring our customers’ payment performance. However, as a significant portion of our revenues is derived from government related contracts, the Company does not expect its accounts receivable collections to be materially impacted due to COVID-19.

The situation surrounding COVID-19 continues to remain fluid. The potential for a material impact on the Company’s business increases the longer COVID-19 impacts the level of economic activities in the United States and globally as our customers may continue to delay waste shipments and project work may shut down again. For this reason, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on our results of operations, financial position, and liquidity which may impact our ability to meet our financial covenant requirements under our credit facility. Given the current economic environment and the market volatility from COVID-19, the Company considered whether these events or changes in circumstances triggered the need for an interim impairment analysis of our long-lived assets and intangible assets. Based on the Company’s assessment of the impact of these conditions on our business, the Company determined there was no triggering event as of September 30, 2020. However, as the effects of the COVID-19 pandemic continue to evolve, the Company will continue to assess the need to perform interim impairment tests of our long-lived assets and intangible assets.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as amended by the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) on June 5, 2020, provides the Company the option to defer the payment of its financial statements.share of social security taxes beginning on March 27, 2020 through December 31, 2020. The Company elected to defer payment of its shares of social security taxes starting in April 2020 (see “Note 15 – Deferral of Employment Tax Deposits”). The Company also entered into a promissory note (“PPP Loan”) with its credit facility lender under the Paycheck Protection Program (“PPP”) that was established under the CARES Act, as amended (see “Note 9 – Long Term Debt – PPP Loan” for further detail of this loan).

11

3.4.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

Revenue by Contract TypeRevenue by Contract Type           
(In thousands) Three Months Ended Three Months Ended  Three Months Ended  Three Months Ended 
 September 30, 2019 September 30, 2018  September 30, 2020  September 30, 2019 
 Treatment Services Total Treatment Services Total  Treatment  Services  Total  Treatment  Services  Total 
Fixed price $10,081  $5,364  $15,445  $9,103  $304  $9,407  $7,066  $10,303  $17,369  $10,081  $5,364  $15,445 
Time and materials   ―   7,090   7,090    ―   2,577   2,577    —   12,803   12,803      7,090   7,090 
Total $10,081  $12,454  $22,535  $9,103  $2,881  $11,984  $7,066  $23,106  $30,172  $10,081  $12,454  $22,535 

 

Revenue by Contract Type

Revenue by Contract Type

 Nine Months Ended Nine Months Ended 
(In thousands) Nine Months Ended Nine Months Ended  September 30, 2020 September 30, 2019 
 September 30, 2019 September 30, 2018 
 Treatment Services Total Treatment Services Total  Treatment  Services  Total  Treatment  Services  Total 
Fixed price $30,079  $9,231  $39,310  $27,207  $1,040  $28,247  $24,469  $19,001  $43,470  $30,079  $9,231  $39,310 
Time and materials   ―   12,068   12,068    ―   9,554   9,554      33,609   33,609      12,068   12,068 
Total $30,079  $21,299  $51,378  $27,207  $10,594  $37,801  $24,469  $52,610  $77,079  $30,079  $21,299  $51,378 

 

Revenue by generator

Revenue by generator Three Months Ended  Three Months Ended 
(In thousands) Three Months Ended Three Months Ended  September 30, 2020  September 30, 2019 
 September 30, 2019 September 30, 2018 
 Treatment Services Total Treatment Services Total  Treatment  Services  Total  Treatment  Services  Total 
Domestic government $7,537  $10,155  $17,692  $6,552  $1,848  $8,400  $5,334  $21,660  $26,994  $7,537  $10,155  $17,692 
Domestic commercial  2,535   475   3,010   2,437   718   3,155   1,598   459   2,057   2,535   475   3,010 
Foreign government   ―   1,804   1,804   114   294   408   134   966   1,100      1,804   1,804 
Foreign commercial  9   20   29    ― �� 21   21      21   21   9   20   29 
Total $10,081  $12,454  $22,535  $9,103  $2,881  $11,984  $7,066  $23,106  $30,172  $10,081  $12,454  $22,535 

 

Revenue by generator

Revenue by generator Nine Months Ended  Nine Months Ended 
(In thousands) Nine Months Ended Nine Months Ended  September 30, 2020  September 30, 2019 
 September 30, 2019 September 30, 2018 
 Treatment Services Total Treatment Services Total  Treatment  Services  Total  Treatment  Services  Total 
Domestic government $21,986  $15,683  $37,669  $19,098  $8,231  $27,329  $19,079  $48,249  $67,328  $21,986  $15,683  $37,669 
Domestic commercial  7,809   2,088   9,897   7,995   1,661   9,656   5,256   1,352   6,608   7,809   2,088   9,897 
Foreign government  220   3,465   3,685   114   632   746   134   2,945   3,079   220   3,465   3,685 
Foreign commercial  64   63   127    ―   70   70      64   64   64   63   127 
Total $30,079  $21,299  $51,378  $27,207  $10,594  $37,801  $24,469  $52,610  $77,079  $30,079  $21,299  $51,378 

 

Contract Balances

 

The timing of revenue recognition, billings, and cash collections results in accounts receivable and unbilled receivables (contract assets). The Company’s contract liabilities consist of deferred revenues which represents advance 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:

 

     Year-to-date Year-to-date 
(In thousands) September 30, 2019 December 31, 2018 Change ($) Change (%)  September 30, 2020  December 31, 2019  Year-to-date Change ($)  Year-to-date Change (%) 
Contract assets                                
Account receivables, net of allowance $10,781  $7,735  $3,046   39.4% $13,442  $13,178  $264   2.0%
Unbilled receivables - current  9,245   3,105   6,140   197.7%  14,366   7,984   6,382   79.9%
                                
Contract liabilities                                
Deferred revenue $6,239  $6,595  $(356)  (5.4)% $4,806  $5,456  $(650)  (11.9)%

During the three and nine months ended September 30, 2020, the Company recognized revenue of $1,134,000 and $7,673,000, 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, 2019, the Company recognized revenue of $1,877,000 and $9,322,000, respectively, related to untreated waste that was in the Company’s control as of December 31, 2018. During the three and nine months ended September 30, 2018,beginning of the Company recognized revenue of $1,032,000 and $6,605,000, respectively, related to untreated waste that was in the Company’s control as of December 31, 2017.year. All revenue recognized in each period related to performance obligations satisfied within the respective period.

 

Incremental Costs to Obtain a Contract

12

 

Costs incurred to obtain contracts with our customers are immaterial and as a result, the Company expenses (within selling, general and administration expenses (“SG&A”)) incremental costs incurred in obtaining contracts with our customers as incurred.

 

Remaining Performance Obligations

 

The Company applies the practical expedient in paragraphFASB Accounting Standards Codification (“ASC”) 606-10-50-14 of ASC 606, “Revenue from Contract with Customers,” 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.

4.5.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 ROUright-of-use (“ROU”) assets and operating lease liabilities represent primarily leases for office/warehouseoffice spaces used to conduct our business. These leases have remaining terms of approximately 43 to 1110 years which include one or more options to renew with renewal terms from 3 years to 8 years. Based on the Company’s reasonable certainty to exercise these renewal options, the renewal to extend the lease terms(which are included in valuing our ROU assets and liabilities.liabilities). As most of our operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate when determining the present value of the lease payments. The incremental borrowing rate is determined based on the Company’s secured borrowing rate, lease terms and current economic environment. Some of our operating leases include both lease (rent payments) and non-lease components (maintenance costs such as cleaning and landscaping services). The Company has elected the practical expedient to account for lease component and non-lease component as a single component for all leases. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

 

Finance leases primarily consist of processing and labtransport equipment used by our facilities’ operations. Our finance leases also include a building with land for our facilities.waste treatment operations. The Company’s finance leases generally have initial terms between twoone to threesix years and some of the leases include options to purchase the underlying assets at fair market value at the conclusion of the lease term. At September 30, 2019, assets recorded under finance leases were $1,046,000 less accumulated depreciationThe lease for the building and land has a term of $48,000, resulting in net fixed assets under finance leasestwo years with an option to buy at the end of $998,000,the lease term, which the Company is recorded within net property and equipment on the Consolidated Balance Sheets.reasonably certain to exercise.

 

The Company adopted the policy to not recognize ROU assets and liabilities for short term leases.

 

The components of lease cost for the Company’s leases for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):

 

 Three Months Ended Nine Months Ended 
 Three Months Ended Nine Months Ended  September 30,  September 30, 
 September 30, 2019 September 30, 2019  2020  2019  2020  2019 
              
Operating Leases:                        
Lease cost $     114  $    342  $114  $114  $342  $342 
                        
Finance Leases:                        
Amortization of ROU assets  20   39   109   20   161   39 
Interest on lease liability  15   40   47   15   97   40 
  35   79   156   35   258   79 
                
Short-term lease rent expense  41   113   3   41   7   113 
                        
Total lease cost $190  $534  $273  $190  $607  $534 

13

 

The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at September 30, 2019 was:2020 were:

 

 Operating Leases Finance Leases  Operating Leases  Finance Leases 
Weighted average remaining lease terms (years)  9.0   2.1   8.2   3.4 
                
Weighted average discount rate  8.0%  11.6%  8.0%  7.9%

 

The following table reconciles the undiscounted cash flows for the operating and finance leases at September 30, 20192020 to the operating and finance lease liabilities recorded on the balance sheet (in thousands):

 

 Operating Leases Finance Leases  Operating Leases  Finance Leases 
2019 Remainder $108  $103 
2020  443   433 
2020 Remainder $112  $263 
2021  450   124   450   554 
2022  459   105   458   272 
2023  466    ―   466   149 
2024 and thereafter  1,799    ― 
2024  342   146 
2025 and thereafter  1,457   164 
Total undiscounted lease payments  3,725   765   3,285   1,548 
Less: Imputed interest  (1,082)  (95)  (879)  (158)
Present value of lease payments $2,643  $670  $2,406  $1,390 
                
Current portion of operating lease obligations $237  $ ―  $265  $ 
Long-term operating lease obligations, less current portion $2,406  $ ―  $2,141  $ 
Current portion of finance lease obligations $ ―  $319  $  $675 
Long-term finance lease obligations, less current portion $ ―  $351  $  $715 

 

Supplemental cash flow and other information related to our leases were as follows for the three and nine months ended September 30, 2020 and 2019 (in thousands):

 

 Three Months Ended Nine Months Ended 
 Three Months Ended Nine Months Ended  September 30,  September 30, 
 September 30, 2019 September 30, 2019  2020  2019  2020  2019 
Cash paid for amounts included in the measurement of lease liabilities:                       
Operating cash flow used in operating leases $109  $326  $111  $109  $331  $326 
Operating cash flow used in finance leases $15  $40  $47  $15  $97  $40 
Financing cash flow used in finance leases $73  $     174  $182  $73  $411  $174 
                       
ROU assets obtained in exchange for lease obligations for:                       
Finance liabilities $     390  $528  $751  $390  $874  $528 
Operating liabilities $ ―  $182  $         182 

5.6.Intangible Assets

 

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

 

 Weighted Average  September 30, 2020     December 31, 2019    
 

Weighted

Average
 September 30, 2019 December 31, 2018  Amortization Gross   Net Gross   Net 
 

Amortization

Period

 

Gross

 Carrying

 Accumulated 

Net

 Carrying

 

Gross

 Carrying

 Accumulated 

Net

 Carrying

  Period Carrying Accumulated Carrying Carrying Accumulated Carrying 
Intangibles (amount in thousands) (Years) Amount Amortization Amount Amount Amortization Amount  (Years)  Amount  Amortization  Amount  Amount  Amortization  Amount 
                                    
Patent 11  $740  $(353) $387  $728  $(336) $392   9.7  $785  $(375) $410  $760  $(358) $402 
Software 3   414   (407)  7   410   (403)  7   3   414   (410)  4   414   (408)  6 
Customer relationships 10   3,370   (2,657)  713   3,370   (2,491)  879   10   3,370   (2,861)  509   3,370   (2,713)  657 
Permit 10   545   (545)   ―   545   (538)  7 
Total    $5,069  $(3,962) $1,107  $5,053  $(3,768) $1,285      $4,569  $(3,646) $923  $4,544  $(3,479) $1,065 

14

 

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 Company had only one definite-lived permit that was subject to amortization. This definite-lived permit was fully amortized in the first quarter of 2019.

 

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

 

 Amount  Amount 
Year (In thousands)  (In thousands) 
      
2019 (remaining) $        61 
2020 219 
2121 199 
2020 (remaining)  $56 
2021   202 
2022 173    176 
2023 132    135 
2024   13 

 

Amortization expense relating to the definite-lived intangible assets as discussed above was $58,000 and $167,000 for the three and nine months ended September 30, 2020, respectively, and $60,000 and $194,000 for the three and nine months ended September 30, 2019, respectively, and $84,000 and $253,000 for the three and nine months ended September 30, 2018, respectively.

 

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

 

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

 

On January 17,August 10, 2020, the Company granted 6,000 NQSOs from the Company’s 2003 Outside Directors Stock Plan (“2003 Plan”) to a new director elected by the Company’s Board of Directors (“Board”) to fill a vacancy on the Board. The options granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the options was $7.29 per share, which was equal to the Company’s closing stock price per share the day preceding the grant date, pursuant to the 2003 Plan.

On July 22, 2020, the Company granted an aggregate of 12,000 NQSOs from the Company’s 2003 Plan to five of the six re-elected directors at the Company’s Annual Meeting of Stockholders held on July 22, 2020. Dr. Louis F. Centofanti, the Company’s Executive Vice President (“EVP”) of Strategic Initiatives and also a Board member, was not eligible to receive options under the 2003 Plan as an employee of the Company, pursuant to the 2003 Plan. The NQSOs granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the NQSO was $6.70 per share, which was equal to our closing stock price the day preceding the grant date, pursuant to the 2003 Plan.

On February 4, 2020, the Company granted 6,000 NQSOs from the Company’s 2003 Plan to a new director elected by the Company’s Board to fill a vacancy on the Board. The options granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the options was $7.00 per share, which was equal to the Company’s closing stock price per share the day preceding the grant date, pursuant to the 2003 Plan.

On August 29, 2019 the Company granted 105,000an aggregate of 12,500 ISOs from the 2017 Stock Option Plan (“2017 Plan”) to certain employees, which included our named executive officers as follows: 25,000 ISOs to our Chief Executive Officer (“CEO”); 15,000 ISOs to our Chief Financial Officer (“CFO”); and 15,000 ISOs to our Executive Vice President (“EVP”) of Strategic Initiatives.employees. The ISOs granted were for a contractual term of six years with one-fifth vesting annually over a five year period. The exercise price of the ISO was $3.15$3.90 per share, which was equal to the fair market value of the Company’s Common Stock on the date of grant.

 

On July 25, 2019, the Company granted an aggregate of 12,000 NQSOs from the Company’s 2003 Outside Directors Stock Plan (“2003 Plan”) to five of the six re-elected directors at the Company’s Annual Meeting of Stockholders held on July 25, 2019. Dr. Louis F. Centofanti (a Board member) was not eligible to receive options under the 2003 Plan as an employee of the Company, pursuant to the 2003 Plan. The NQSOs granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the NQSO was $3.31 per share, which was equal to our closing stock price the day preceding the grant date, pursuant to the 2003 Plan.

On August 29,January 17, 2019 the Company granted an aggregate of 12,500105,000 ISOs from the 2017 Plan to certain employees.employees, which included an aggregate of 55,000 ISOs to certain of our executive officers. The ISOs granted were for a contractual term of six years with one-fifth vesting annually over a five year period. The exercise price of the ISO was $3.90$3.15 per share, which was equal to the fair market value of the Company’s Common Stock on the date of grant.

 

On January 18, 2018, the Company granted 6,000 NQSOs from the Company’s 2003 Plan to a new director elected by the Company’s Board of Directors (“Board”) to fill a vacancy on the Board. The NQSOs granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the options was $4.05 per share, which was equal to our closing stock price the day preceding the grant date, pursuant to the 2003 Plan.

15

 

On July 26, 2018, the Company granted an aggregate of 12,000 NQSOs from the Company’s 2003 Plan to five of the six re-elected directors at the Annual Meeting. Dr. Louis F. Centofanti (a Board member) was not eligible to receive options under the 2003 Plan as an employee of the Company, pursuant to the 2003 Plan. The NQSOs granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the NQSO was $4.30 per share, which was equal to our closing stock price the day preceding the grant date, pursuant to the 2003 Plan.

 

The Company granted a NQSO to Robert Ferguson on July 27, 2017 from the Company’s 2017 Plan for the purchase of up to 100,000 shares of the Company’s Common Stock (“Ferguson Stock Option”) in connection with his work as a consultant to the Company’s Test Bed Initiative (“TBI”) at our Perma-Fix Northwest Richland, Inc. (“PFNWR”) facility.facility at an exercise price of $3.65 per share, which was the fair market value of the Company’s Common Stock on the date of grant. The term of the Ferguson Stock Option is seven years from the grant date. The vesting of the Ferguson Stock Option is subject to the achievement of three separate milestones by certain dates. On January 17, 2019, the Company’s Compensation and Stock Option Committee (“Compensation Committee”) and Board approved an amendment to the Ferguson Stock Option whereby the vesting date for the second milestone for the purchase of up to 30,000 shares of the Company’s Common Stock was extended to March 31, 2020 from January 27, 2019. On March 27, 2020, the Compensation Committee and the Board approved another amendment to the Ferguson Stock Option whereby the vesting date for the second milestone was further extended to December 31, 2021 from March 31, 2020 and the vesting date for the third milestone for the purchase of up to 60,000 shares of the Company’s Common Stock was extended to December 31, 2022 from January 27, 2021. The 10,000 options under the first milestone were vested and exercised by Robert Ferguson in May 2018. The Company has not recognized compensation costs (fair value of approximately $262,000 at September 30, 2020) for the remaining 90,000 Ferguson Stock Option under the remaining two milestones since achievement of the performance obligation under each of the two remaining milestones is uncertain at September 30, 2020. All other terms of the Ferguson Stock Option remain unchanged.

 

The Company estimates fair value of stock options using the Black-Scholes valuation model. Assumptions used to estimate the fair value of stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The fair value of the options granted as discussed above and the related assumptions used in the Black-Scholes option model used to value the options granted for the nine months ended September 30, 2020 and 2019 were as follows:

 

  Employee Stock Option Granted 
  January 17, 2019  August 29, 2019 
Weighted-average fair value per share $1.42  $1.77 
Risk -free interest rate(1)  2.58%  1.40%
Expected volatility of stock(2)  48.67%  51.38%
Dividend yield  None   None 
Expected option life(3)  5.0 years   5.0 years 
  Outside Director Stock Option Granted 
  July 25, 2019  January 18, 2018  July 26, 2018 
Weighted-average fair value per share $2.27  $2.55  $3.02 
Risk -free interest rate(1)  2.08%  2.62%  2.98%
Expected volatility of stock(2)  54.28%  57.29%  55.34%
Dividend yield  None   None   None 
Expected option life(3)  10.0 years   10.0 years   10.0 years 
  Employee Stock Option Granted 
  Nine Months Ended September 30, 
  2019 
Weighted-average fair value per share $1.46 
Risk -free interest rate (1)  1.4%-2.58%
Expected volatility of stock (2)  48.67%-51.38%
Dividend yield  None 
Expected option life (3)  5.0 years 

 

  Outside Director Stock Option Granted 
  Nine Months Ended September 30, 
  2020  2019 
Weighted-average fair value per share $4.66  $2.27 
Risk -free interest rate (1)  0.59%-1.61%  2.08%
Expected volatility of stock (2)  55.83%-56.68%  54.28%
Dividend yield  None   None 
Expected option life (3)  10.0 years   10.0 years 

 

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

(1)The risk-free interest rate is based on the U.S. Treasury yield in effect at the grant date over the expected term of the option.
(2)The expected volatility is based on historical volatility from our traded Common Stock over the expected term of the option.
(3)  The expected option life is based on historical exercises and post-vesting data.

 

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

16

 

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

 

The following table summarizes stock-based compensation recognized for the three and nine months ended September 30, 20192020 and 20182019 for our employee and director stock options.

 

 Three Months Ended Nine Months Ended  Three Months Ended Nine Months Ended 
Stock Options September 30, September 30,  September 30,  September 30, 
 2019 2018 2019 2018  2020  2019  2020  2019 
Employee Stock Options $35,000  $37,000  $114,000  $110,000  $34,000  $35,000  $99,000  $114,000 
Director Stock Options  10,000   15,000   15,000   33,000   35,000   10,000   62,000   15,000 
Total $45,000  $52,000  $129,000  $143,000  $69,000  $45,000  $161,000  $129,000 

 

At September 30, 2019,2020, the Company has approximately $480,000$349,000 of total unrecognized compensation costcosts related to unvested options for employee and directors, ofdirectors. The weighted average period over which $49,000 isthe unrecognized compensation costs are expected to be recognized in remaining 2019, $147,000 in 2020, $143,000 in 2021, $104,000 in 2022, $33,000 in 2023, with the remaining $4,000 in 2024. At September 30, 2019, the Company has not recognized compensation costs (fair value ofis approximately $148,000 at September 30, 2019) for the remaining 90,000 Ferguson Stock Option discussed above since achievement of the performance obligation under each of the two remaining milestones is uncertain at September 30, 2019.2.1 years.

The summary of the Company’s total Stock Option Plans as of September 30, 20192020 and September 30, 2018,2019, and changes during the periods then ended, are presented below. The Company’s Plans consist of the 2010 Stock Option Plan, the 2017 Plans and the 2003 Plan:

 

 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) 

Aggregate Intrinsic

Value(2)

  Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (4) 
Options outstanding January 1, 2019  616,000  $4.23         
Options outstanding January 1, 2020   681,300  $3.84         
Granted  129,500   3.24            24,000  $6.92         
Exercised   ─    ─            (12,500) $3.47      $16,060 
Forfeited/expired  (31,800)  8.68            (34,400) $5.52         
Options outstanding end of period(1)  713,700  $3.85   4.4  $611,942    658,400  $3.87   3.7  $2,096,355 
Options exercisable as of September 30, 2019(1)  299,200  $4.30   4.0  $188,082 
Options exercisable at September 30, 2020(2)   340,400  $4.01   3.6  $1,036,255 

 

  Shares  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term (years)  Aggregate Intrinsic
Value(2)
 
Options outstanding January 1, 2018  624,800  $4.42         
Granted  18,000   4.22         
Exercised  (10,000)  3.65         
Forfeited/expired  (16,800)  11.70         
Options outstanding end of period(1)  616,000  $4.23   5.0  $279,630 
Options exercisable at September 30, 2018(1)  227,333  $5.17   4.6  $72,296 

   Shares  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term (years)  Aggregate Intrinsic Value (4) 
Options outstanding January 1, 2019   616,000  $4.23         
Granted   129,500  $3.24          
Exercised     $         
Forfeited/expired   (31,800) $8.68         
Options outstanding end of period (3)   713,700  $3.85   4.4  $611,942 
Options exercisable as of September 30, 2019(3)   299,200  $4.30   4.0  $188,082 

 

(1)Options with exercise prices ranging from $2.79 to $7.29

(2) Options with exercise prices ranging from $2.79 to $7.05

(3) Options with exercise prices ranging from $2.79 to $13.35

(2)(4) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise priceprice.

17

 

During the nine months ended September 30, 2019,2020, the Company issued a total of 58,20324,959 shares of its Common Stock under the 2003 Plan to its outside directors as compensation for serving on our Board. The Company has recorded approximately $182,000$179,000 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, 2020, the Company issued 2,000 shares of its Common Stock resulting from the exercise of options from the Company’s 2017 Plan for total proceeds of $6,300. Additionally, the Company issued 1,884 shares of its Common Stock from cashless exercises of 8,000 and 2,500 options at $3.60 per share and $3.15 per share, respectively.

7.8.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 (loss) per share. The following table reconciles the income (loss) and average share amounts used to compute both basic and diluted income (loss) per share:

 

 Three Months Ended Nine Months Ended  Three Months Ended Nine Months Ended 
 September 30, September 30,  September 30, September 30, 
(Amounts in Thousands, (Unaudited) (Unaudited) 
Except for Per Share Amounts) 2020  2019  2020  2019 
 (Unaudited) (Unaudited)                 
(Amounts in Thousands, Except for Per Share Amounts) 2019 2018 2019 2018 
Net income attributable to Perma-Fix Environmental Services, Inc., common stockholders:                                
Income from continuing operations, net of taxes $1,895   317   1,719   1,358  $1,481   1,895   3,049   1,719 
Net loss attributable to non-controlling interest  (29)  (35)  (90)  (102)  (32)  (29)  (87)  (90)

Income from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders

 $1,924  $352  $1,809  $1,460  $1,513  $1,924  $3,136  $1,809 

Loss from discontinuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders

  (156)  (131)  (424)  (495)  (67)  (156)  (266)  (424)

Net income attributable to Perma-Fix Environmental Services, Inc. common stockholders

 $1,768  $221  $1,385  $965  $1,446  $1,768  $2,870  $1,385 
                                
Basic income per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $.15  $.02  $.12  $.08  $.12  $.15  $.24  $.12 
                                
Diluted income per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $.15  $.02  $.11  $.08  $.12  $.15  $.23  $.11 
                                
Weighted average shares outstanding:                                
Basic weighted average shares outstanding  12,070   11,922   12,029   11,828   12,145   12,070   12,134   12,029 
Add: dilutive effect of stock options  47   105   29   81   201   47   181   29 
Add: dilutive effect of warrant  6    ─   3    ─   25   6   22   3 
Diluted weighted average shares outstanding  12,123   12,027   12,061   11,909   12,371   12,123   12,337   12,061 
                                
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:                                
Stock options  159   83   165   83   30   159   42   165 
Warrant            

 

18

8.9.Long Term Debt

Long-term debt consists of the following at September 30, 20192020 and December 31, 2018:2019:

 

(Amounts in Thousands) September 30, 2019  December 31, 2018  September 30, 2020  December 31, 2019 
Revolving Creditfacility dated October 31, 2011, as amended, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due on March 24, 2021. Effective interest rate for the first nine months of 2019 was 6.7%.(1)

 

 

 

$

 

 

 

 

 

 

 

 

$

 

 

639

 
Term Loandated October 31, 2011, as amended, payable in equal monthly installments of principal of $102, balance due on March 24, 2021. Effective interest rate for the first nine months of 2019 was 6.7%.(1)

 

 

 

 

 

 

 

1,915

 

 

(2)

 

 

 

 

 

 

2,663

(2)
Promissory Note with related party dated April 1, 2019, payable in twelve monthly installments of interest only, starting May 1, 2019 followed with twelve monthly installments of approximately $208 in principal plus accrued interest. Interest accrues at annual rate of 4.0%.(3)

 

 

 

 

 

 

1,994

 

 

(4)

 

 

 

 

 

 

 ─

 
Revolving Credit facility dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, balance due on May 15, 2024. Effective interest rate for the first nine months of 2020 was 6.1%. (1) $  $321 
Term Loan dated May 8, 2020, payable in equal monthly installments of principal, balance due on May 15, 2024. Effective interest rate for the first nine months of 2020 was 5.5%. (1)  1,487(2)  1,827(2)
Promissory Note dated April 1, 2019, payable in twelve monthly installments of interest only, starting May 1, 2019 followed with twelve monthly installments of approximately $208 in principal plus accrued interest. Interest accrues at annual rate of 4.0%. (3)  424(4)  1,732(4)
Promissory Note dated April 14, 2020, subject to loan forgiveness, balance due April 14, 2022. Interest accrues at annual rate of 1.0%. (3)  5,318(5)   
Note Payable dated June 10, 2020, payable in 36 monthly installments, starting in July 2020 at annual interest rate of $5.64%.  25    
Total debt 3,909  3,302   7,254   3,880 
Less current portion of long-term debt  987   1,184   828(4)  1,300(4)
Long-term debt $2,922  $2,118  $6,426  $2,580 

 

(1)Our revolving credit facility is collateralized by our accounts receivable and our term loan is collateralized by our property, plant, and equipment. Effective July 1, 2019, monthly installment principal payment on the Term Loan was amended to approximately $35,547$35,500 from approximately $101,600. See discussion“Revolving Credit and Term Loan Agreement” below for terms of the amendment dated June 20, 2019Company’s credit facility prior to the Company’s loan agreement below.New Loan Agreement dated May 8, 2020.

 

(2)Net of debt issuance costs of ($111,000)113,000) and ($80,000)92,000) at September 30, 20192020 and December 31, 2018,2019, respectively.

(3)Uncollateralized note.

 

(4)Net of debt discount/debt issuance costs of ($298,000)99,000) and ($248,000) at September 30, 2019.2020 and December 31, 2019, respectively. The Promissory Note provides for prepayment of principal over the term of the Note without penalty. During the third quarter ofIn 2019, the Company made prepaymentstotal prepayment of principal totaling $208,000.of $520,000 which was reflected in the current portion of the debt. During the first nine months of 2020, the Company made total principal repayment of $1,457,000 of which $416,000 was prepaid. At September 30, 2020, the outstanding balance of the loan is current.

(5) Entered into with the Company’s credit facility lender under the Paycheck Protection Program (see “PPP Loan” below for further information on this loan).

 

Revolving Credit and Term Loan Agreement

 

The Company entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated October 31, 2011 (“Amended Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Amended Loan Agreement hashad been amended from time to time since the execution of the Amended Loan Agreement. The Amended Loan Agreement, as subsequently amended (“Revised Loan Agreement”), providesprovided the Company with the following credit facility with a maturity date of March 24, 2021: (a) up to $12,000,000 revolving credit (“revolving credit”) and (b) a term loan (“term loan”) of approximately $6,100,000, which requires monthly installments of approximately $101,600 (based on a seven-year amortization).$6,100,000. The maximum that the Company can borrow under the revolving credit iswas 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.

 

Payment of annual rate of interest due on the revolving credit under the Revised Loan Agreement was at prime (3.25% at September 30, 2020) plus 2% and the term loan at prime plus 2.5%.

19

On March 29, 2019,May 8, 2020, the Company entered into an amendment to itsa Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “New Loan Agreement”) with PNC, replacing our previous Revised Loan Agreement with its lender underPNC. The New Loan Agreement provides the Company with the following credit facility:

up to $18,000,000 revolving credit facility, subject to the amount of borrowings based on a percentage of eligible receivables and subject to certain reserves; and
a term loan of $1,741,818, which requires monthly installments of $35,547.

The New Loan Agreement terminates as of May 15, 2024, unless sooner terminated.

Similar to our Revised Loan Agreement, the New Loan Agreement requires the Company to meet certain customary financial covenants, including, among other things, a minimum Tangible Adjusted Net Worth requirement of $27,000,000 at all times; maximum capital spending of $6,000,000 annually; and a minimum fixed charge coverage ratio (“FCCR”) requirement of 1.15:1.

Under the New Loan Agreement, payment of annual rate of interest due on the credit facility which provided the following:is as follows:

 

waived the Company’s failure to meet the minimum quarterly fixed charge coverage ratio (“FCCR”) requirement for the fourth quarter of 2018;
waivedrevolving credit at prime plus 2.50% or LIBOR plus 3.50% and the quarterly FCCR testing requirement forterm loan at prime plus 3.00% or LIBOR plus 4.00%. The Company can only elect to use the first quarter of 2019;
revised the methodology to be used in calculating the FCCR in each of the second and third quarters of 2019 (with continued requirement to maintain a minimum 1.15:1 ratio in each of the quarters);
revised the minimum Tangible Adjusted Net Worth requirement (as defined in the Revised Loan Agreement) from $26,000,000 to $25,000,000;
eliminated the London InterBank Offer Rate (“LIBOR”)LIBOR interest payment option of paying annual rate of interest due on our term loan and revolving credit until the Companyafter it becomes compliant with itsmeeting the minimum FCCR requirement again. Prior to this amendment,of 1.15:1; and
● Upon the achievement of a FCCR of greater than 1.25:1, the Company hadhas the option of paying an annual rate of interest due on the revolving credit at prime (5.00% at September 30, 2019) plus 2%2.00% or LIBOR plus 3%3.00% and the term loan at prime plus 2.5%2.50% or LIBOR plus 3.5%;
provided consent for the $2,500,000 loan that the Company entered into with Robert Ferguson on April 1, 2019 discussed below.3.50%. The Company is not allowed to make any principal prepayment onmet this loan until it receives the restricted finite risk sinking funds of approximately $5,000,000 held as collateral by AIG Specialty Insurance Company (“AIG”) under our financial assurance policy resulting from the closure of the Company’s East Tennessee Material and Energy Corporation (“M&EC”) facility (see “Note 10 – Commitments and Contingencies – Insurance” for a discussion of the receipt of this $5,000,000 in finite risk sinking funds on July 22, 2019); and
revised the annual rate used to calculate the Facility Fee (as defined in the Revised Loan Agreement) (unused revolving credit line fee) from 0.250% to 0.375%.

On June 20, 2019, the Company entered into another amendment to its Revised Loan Agreement with its lender under the credit facility which provided the following, among other things:

removed the FCCR calculation requirement for the second, third and fourth quarter of 2019. Starting in the first, quartersecond and third quarters of 2020,2020. Upon meeting the Company will again be required to maintain a minimum FCCR of not less than 1.15 to 1.0 for the four quarter period ending March 31, 2020 and for each fiscal quarter thereafter;
requires the Company to maintain a minimum Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA” as defined1.25:1, this interest payment option will remain in place in the Amendment) of at least (i) $475,000 forevent that the one quarter period ending June 30, 2019; (ii) $2,350,000 for the two quarter period ending September 30, 2019; and (iii) $3,750,000 for the three quarter period ending December 31, 2019;
immediate release of $450,000 of the $1,000,000 indefinite reduction in borrowing availability that our lender had previously imposed. Release of another $300,000 of the remaining $550,000 reduction in borrowing availability by our lender if the Company meets its minimum Adjusted EBITDA requirement for the quarter ending September 30, 2019 as discussed above, in addition to the Company having received no less than $4,000,000 of the restricted finite risk sinking funds held as collateral by AIG under our financial assurance policy. Our lender will release the final $250,000 reduction in borrowing availability if the Company meets its Adjusted EBITDA requirement for the three quarter period ending December 31, 2019; and
reduce the term loan monthly principal payment starting July 1, 2019 from $101,600 to approximately $35,547, with the remaining balance of the term loan due at the maturity of the Revised Loan Agreement which is March 24, 2021.Company’s future FCCR falls below 1.25:1.  

 

MostUnder the LIBOR option of interest payment noted above, a LIBOR floor of 0.75% shall apply in the other terms of the Revised Loan Agreement, as amended, remain principally unchanged. In connection with amendment dated March 29, 2019 and June 20, 2019, the Company paid its lender a fee of $20,000 and $50,000, respectively.event that LIBOR falls below 0.75% at any point in time.

 

Pursuant to the RevisedNew Loan Agreement, as amended, the Company may terminate the RevisedNew Loan Agreement as amended, upon 90 days’ prior written notice upon payment in full of itsour obligations under the RevisedNew Loan Agreement, as amended.Agreement. The Company has agreed to pay PNC 1.0% of the total financing in the event we pay off our obligations on or before May 7, 2021 and 0.5% of the total financing if we pay off our obligations after May 7, 2021 but prior to or on May 7, 2022. No early termination fee shall apply if we pay off our obligations under the New Loan Agreement after May 7, 2022.

In connection with New Loan Agreement, the Company pays offpaid its obligations after March 23, 2019.lender a fee of $50,000 and incurred other direct costs of approximately $35,000, which are being amortized over the term of the New Loan Agreement as interest expense-financing fees. As a result of the termination of the Revised Loan Agreement, the Company recorded approximately $27,000 in loss on extinguishment of debt in accordance with ASC 470-50, “Debt – Modifications and Extinguishment.”

 

At September 30, 2019,2020, the borrowing availability under our revolving credit was approximately $9,319,000,$16,404,000, based on our eligible receivables and includes an indefinitea reduction ofin borrowing availability of $550,000 that the Company’s lender has imposed. Our borrowing availability under our revolving credit was also reduced byapproximately $3,026,000 from outstanding standby letters of credit totaling approximately $2,639,000.credit.

 

The Company’s credit facility under its Revised and New Loan Agreement 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. As discussed above, our lender waived/removed our FCCR testing requirement for each of the quarters in 2019. The Company met its “Adjusted EBITDA” minimumFCCR requirement in the first, second and third quarters of 2019 in accordance to the amendment dated June 20, 2019 discussed above.2020. Additionally, the Company met its remaining financial covenant requirements in the first, second and third quarters of 2019. As a result of the Company meeting the “Adjusted EBITDA” minimum requirement for the third quarter of 2019, the Company’s lender is expected to release $300,000 of the $550,000 reduction in borrowing availability subsequent to the filing of the Company’s Form 10-Q for the third quarter 2019.2020.

20

Loan and Securities Purchase Agreement, Promissory Note and Subordination Agreement

 

On April 1, 2019, the Company completed a lending transaction with Robert Ferguson (the “Lender”), whereby the Company borrowed from the Lender the sum of $2,500,000 pursuant to the terms of a Loan and Security Purchase Agreement and promissory note (the “Loan”). The Lender is a shareholder of the Company. The LenderCompany and also currently serves as a consultant to the Company in connection with the Company’s TBI at its PFNWR subsidiary. The proceeds from the Loan were used for general working capital purposes. The Loan is unsecured, with a term of two years with interest payable at a fixed interest rate of 4.00% per annum. The Loan provides for monthly payments of accrued interest only during the first year of the Loan, with the first interest payment due May 1, 2019 and monthly payments of approximately $208,333 in principal plus accrued interest starting in the second year of the Loan. The Loan also allows for prepayment of principal payments over the term of the Loan without penalty. Duringpenalty with such prepayment of principal payments to be applied to the third quartersecond year of 2019,the loan payments at the Company’s discretion. Since inception of the loan, the Company has made total prepayments in principal of $208,000.$936,000, of which $416,000 was made in the first nine months of 2020. In connection with the above Loan, the Lender agreed under the terms of the Loan and a Subordination Agreement with our credit facility lender, to subordinate payment under the Loan, and agreed that the Loan will be junior in right of payment to the credit facility in the event of default or bankruptcy or other insolvency proceeding by us. In connection with this capital raise transaction described above and consideration for us receiving the Loan, the Company issued a Warrant (the “Warrant”) to the Lender to purchase up to 60,000 shares of our Common Stock at an exercise price of $3.51 per share, which was the closing bid price for a share of our Common Stock on NASDAQ.com immediately preceding the execution of the Loan and Warrant. The Warrant is exercisable six months from April 1, 2019 and expires on April 1, 2024. The fair value of the Warrant was estimated to be approximately $93,000 using the Black-Scholes option pricing model with the following assumptions: 50.76% volatility, risk free interest rate of 2.31%, an expected life of five years2024 and no dividends.remains outstanding at September 30, 2020. As further consideration for this capital raise transaction relating to the Loan, the Company also issued 75,000 shares of its Common Stock to the Lender. The Company determined the fair value of the 75,000 shares of Common Stock to be approximately $263,000 which was based on the closing bid price for a share of the Company’s Common Stock on NASDAQ.com immediately preceding the execution of the Loan, pursuant to the Loan and Securities Purchase Agreement. The fair value of the Warrant and Common Stock and the related closing fees incurred totalingfrom the transaction totaled approximately $398,000 from the transactionand was recorded as debt discount/debt issuance costs, which is being amortized over the term of the loan as interest expense – financing fees. The 75,000 shares of Common Stock, the Warrant and the 60,000 shares of Common Stock that may be purchased under the Warrant were and will be and was issued in a private placement that was and will be exempt from registration under Rule 506 and/or Sections 4(a)(2) and 4(a)(5) of the Securities Act of 1933, as amended (the “Act”) and bear a restrictive legend against resale except in a transaction registered under the Act or in a transaction exempt from registration thereunder.

 

Upon default, the Lender will have the right to elect to receive in full and complete satisfaction of the Company’s obligations under the Loan either: (a) the cash amount equal to the sum of the unpaid principal balance owing under the loan and all accrued and unpaid interest thereon (the “Payoff Amount”) or (b) upon meeting certain conditions, the number of whole shares of the Company’s Common Stock (the “Payoff Shares”) determined by dividing the Payoff Amount by the dollar amount equal to the closing bid price of our Common Stock on the date immediately prior to the date of default, as reported or quoted on the primary nationally recognized exchange or automated quotation system on which our Common Stock is listed; provided however, that the dollar amount of such closing bid price shall not be less than $3.51, the closing bid price for our Common Stock as disclosed on NASDAQ.com immediately preceding the signing of this loan agreement.

 

If issued, the Payoff Shares will not be registered and the Lender will not be entitled to registration rights with respect to the Payoff Shares. The aggregate number of shares, warrant shares, and Payoff Shares that are or will be issued to the Lender pursuant to the Loan, together with the aggregate shares of the Company’s Common Stock and other voting securities of the Company owned by the Lender or which may be acquired by the Lender as of the date of issuance of the Payoff Shares, shall not exceed the number of shares of the Company’s Common Stock equal to 14.9% of the number of shares of the Company’s Common Stock issued and outstanding as of the date immediately prior to the default, less the number of shares of the Company’s Common Stock owned by the Lender immediately prior to the date of such default plus the number of shares of our Common Stock that may be acquired by the Lender under warrants and/or options outstanding immediately prior to the date of such default.

 

9.M&EC

The Company has completed the closure and decommissioning activities of its M&EC facility in accordance with M&EC’s license and permit requirements.

At September 30, 2019, total accrued closure liabilities for our M&EC subsidiary totaled approximately $110,000 which are recorded as current liabilities. The Company recorded an additional $165,000 in closure costs and current closure liabilities in each of the first and second quarters of 2019 due to finalization of closure requirements. The following reflects changes to the closure liabilities for the M&EC facility from year end 2018:

Amounts in thousands   
Balance as of December 31, 2018 $1,142 
Adjustment to closure liability  330 
Spending  (1,362)
Balance as of September 30, 2019 $110 

 21 

PPP Loan

On April 14, 2020, the Company entered into a promissory note with PNC, our credit facility lender, in the amount of approximately $5,666,000 (“PPP Loan”) under the PPP. The PPP was established under the CARES Act and is administered by the U.S. Small Business Administration (“SBA”). On June 5, 2020, the Flexibility Act was signed into law which amended the CARES Act. The note evidencing the PPP Loan contains events of default relating to, among other things, payment defaults, breach of representations and warranties, and provisions of the promissory note. During the third quarter of 2020, the Company repaid approximately $348,000 of the PPP Loan to PNC resulting from clarification made in the loan calculation at the time of the loan origination.

Under the terms of the Flexibility Act, the Company can apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds by the Company for eligible payroll costs, mortgage interest, rent and utility costs and the maintenance of employee and compensation levels for the covered period (which is defined as a 24 week period, beginning April 14, 2020, the date in which proceeds from the PPP Loan was disbursed to the Company by PNC). At least 60% of such forgiven amount must be used for eligible payroll costs. On October 5, 2020, the Company applied for forgiveness on repayment of the loan balance as permitted under the program, which is subject to the review and approval of our lender and the SBA. The approval of the loan forgiveness allows for a maximum period of 150 days from the submittal of a complete loan forgiveness application. If all or a portion of the PPP Loan is not forgiven, all or the remaining portion of the loan will be for a term of two years but can be prepaid at any time prior to maturity without any prepayment penalties. The annual interest rate on the PPP Loan is 1.0% and no payments of principal or interest are due until the date that the SBA remits the loan forgiveness amount to our lender. While the Company’s PPP Loan currently has a two year maturity, the Flexibility Act permits the Company to request a five year maturity with our lender which the Company does not expect to request at this time.

 

10.Commitments and Contingencies

 

Hazardous Waste

 

In connection with our waste management services, we process both hazardous and non-hazardous waste, which we transport to our own, or other, facilities for destruction or disposal. As a result of disposing of hazardous substances, in the event any cleanup is required, we could be a potentially responsible party for the costs of the cleanup notwithstanding any absence of fault on our part.

 

Legal Matters

 

In the normal course of conducting our business, we are involved in various litigation. We are not a party to any litigation or governmental proceeding which our management believes could result in any judgments or fines against us that could would have a material adverse effect on our financial position, liquidity or results of future operations.

During July 2020, Tetra Tech EC, Inc. (“Tetra Tech”) filed a complaint in the United States District Court for the Northern District of California against CH2M Hill, Inc. (“CH2M”) and four subcontractors of CH2M, including the Company (“defendants”). The complaint alleges claims for negligence, negligent misrepresentation and equitable indemnification 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.

22

The complaint alleges that the subject draft reports were prepared negligently and in a biased manner, made public, and caused damage to Tetra Tech’s reputation; triggering related lawsuits and costing it opportunities for both government and commercial contracts.

At this time, the Company does not believe it has any liability to Tetra Tech. The Company has provided notice of this lawsuit to our insurance carrier. Our 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.

 

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, providedprovides for a maximum allowable coverage of $39,000,000 which included available capacity to allow for annual inflation and other performance and surety bond requirements. As a result of the closure of the Company’s M&EC facility, on July 22, 2019, AIG released $5,000,000 of the finite risk sinking funds held as collateral under the 2003 Closure Policy to the Company. The finite risk sinking funds received by the Company are to be used for general working capital needs. In conjunction with the release of the finite risk sinking funds by AIG, total coverage under the 2003 Closure Policy was amended from $30,549,000 to $19,314,000. Additionally, the maximum coverage allowable under the 2003 Closure Policy was amended from $39,000,000 to approximately $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 $19,651,000 at September 30, 2020. At September 30, 20192020 and December 31, 2018,2019, finite risk sinking funds contributed by the Company related to the 2003 Closure Policy which is included in other long term assets on the accompanying Consolidated Balance Sheets totaled $11,236,000$11,418,000 and $15,971,000,$11,307,000, respectively, which included interest earned of $1,765,000$1,947,000 and $1,500,000$1,836,000 on the finite risk sinking funds as of September 30, 20192020 and December 31, 2018,2019, respectively. Interest income for the three and nine months ended September 30, 2020 was approximately $28,000 and $111,000, respectively. Interest income for the three and nine months ended September 30, 2019 was approximately $77,000 and $265,000, respectively. Interest income for the three and nine months ended September 30, 2018 was approximately $82,000 and $212,000, respectively. If the Company so elects, AIG is obligated to pay us an amount equal to 100% of the finite risk sinking fund account balance in return for complete release of liability from both us 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, 2019,2020, the total amount of standby letters of credit outstanding was approximately $2,639,000$3,026,000 and the total amount of bonds outstanding was approximately $28,213,000.$45,814,000.

 

11.Discontinued Operations

 

The Company’s discontinued operations consist of all our subsidiaries included in our Industrial Segment: (1)Segment which encompasses subsidiaries divested in 2011 and prior (2) twoand three previously closed locations, and (3) our Perma-Fix of South Georgia, Inc. (“PFSG”) facility is in closure status, which final closure is subject to regulatory approval of necessary plans and permits.locations.

 

The Company’s discontinued operations had net losses of $156,000$67,000 and $131,000$156,000 for the three months ended September 30, 20192020 and 2018,2019, respectively (net of taxes of $0 for each period) and net losses of $424,000$266,000 and $495,000$424,000 for the nine months ended September 30, 20192020 and 2018,2019, respectively, (net of taxes of $0 for each period). The losses were primarily due to costs incurred in the administration and continued monitoring of our discontinued operations. Net loss for the nine months ended September 30, 2018 included an increase of approximately $50,000 in remediation reserve recorded in the second quarter of 2018 for our Perma-Fix of Dayton (“PFD”) subsidiary due to reassessment of the remediation reserve. The Company’s discontinued operations had no revenues for eachany of the periods noted above.

23

 

The following table presents the major class of assets of discontinued operations as ofat September 30, 20192020 and December 31, 2018.2019. No assets and liabilities were held for sale at each of the periods noted.

 

 September 30, December 31, 
(Amounts in Thousands) September 30, 2019  December 31, 2018  2020 2019 
Current assets                
Other assets $99  $107  $17  $104 
Total current assets  99   107   17   104 
Long-term assets                
Property, plant and equipment, net(1)  81   81   81   81 
Other assets  57   118      36 
Total long-term assets  138   199   81   117 
Total assets $237  $306  $98  $221 
Current liabilities                
Accounts payable $19  $10  $8  $8 
Accrued expenses and other liabilities  286   296   167   169 
Environmental liabilities  418   50   744   817 
Total current liabilities  723   356   919   994 
Long-term liabilities                
Closure liabilities  132   126   140   134 
Environmental liabilities  459   837   110   110 
Total long-term liabilities  591   963   250   244 
Total liabilities $1,314  $1,319  $1,169  $1,238 

 

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

 

The Company’s discontinued operations included a note receivable in the original amount of approximately $375,000 recorded in May 2016 resulting from the sale of property at our Perma-Fix of Michigan, Inc. (“PFMI”) subsidiary. This note requiresrequired 60 equal monthly installment payments by the buyer of approximately $7,250 (which includes interest). At September 30, 2019,On July 24, 2020, the purchaser of the property paid off the outstanding amount on this note receivable totaledbalance of approximately $138,000, of which approximately $81,000 is included in “Current assets related to discontinued operations” and approximately $57,000 is included in “Other assets related to discontinued operations” in the accompanying Consolidated Balance Sheets.$105,000.

 

12.Operating Segments

 

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

Our reporting segments are defined as below:

 

TREATMENT SEGMENT, which includes:

 

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

 

SERVICES SEGMENT, which includes:

 

 -Technical services, which include:

 

 o○ professional radiological measurement and site survey of large government and commercial installations using advanced methods, technology and engineering;
 ointegrated Occupational Safety and Health services including 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 OSHA citation assistance;

 o24

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
 oon-site waste management services to commercial and governmental customers.

 

 -Nuclear services, which include:

 

 otechnology-based services including engineering, decontamination and decommissioning (“D&D”), specialty services and construction, logistics, transportation, processing and disposal;
 oremediation 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 NIOSH instrumentation.
 -A company owned gamma spectroscopy laboratory for the analysis of oil and gas industry solids and liquids.

 

MEDICAL SEGMENT, which includes: Research and Development (“R&D”)&D of the Company’s medical isotope production technology by our majority-owned Polish subsidiary, Perma-Fix of Medical S.A. and its wholly-owned subsidiary Perma-Fix Medical Corporation (“PFM Corporation”) (together known as “PF Medical” or the Medical Segment).Segment. The Company’s Medical Segment has not generated any revenue as it remainsrevenues and all costs incurred are reflected within R&D in the R&D stage. Theaccompanying consolidated financial statements. As previously disclosed, the Medical Segment has substantially reduced its R&D costs and activities due to the need for capital to fund these activities. The Company anticipates that the Medical Segment will not resume full R&D activities until the necessary capital is obtained through its own credit facility or additional equity raise, or obtains partners willing to provide funding for its R&D. All costs incurred by the Medical Segment are reflected within R&D in the accompanying consolidated financial statements.

 

Our reporting segments exclude our corporate headquarters and our discontinued operations (see “Note 11 – Discontinued Operations”) which do not generate revenues.

 

25

The table below presents certain financial information of our operating segments for the three and nine months ended September 30, 20192020 and 20182019 (in thousands).

Segment Reporting for the Quarter Ended September 30, 2020

  Treatment  Services  Medical  Segments Total  Corporate (1)  Consolidated Total 
Revenue from external customers $7,066  $23,106     $30,172  $  $30,172 
Intercompany revenues  226   6      232       
Gross profit  1,094   3,656      4,750      4,750 
Research and development  49   7   81   137   20   157 
Interest income              28   28 
Interest expense  (34)  (3)     (37)  (50)  (87)
Interest expense-financing fees              (58)  (58)
Depreciation and amortization  373   97      470   8   478 
Segment income (loss) before income taxes  280   2,813   (81)  3,012   (1,664)  1,348 
Income tax (benefit) expense  (170)  2      (168)  35   (133)
Segment income (loss)  450   2,811   (81)  3,180   (1,699)  1,481 
Expenditures for segment assets  95   24      119   3   122(2)

 

Segment Reporting for the Quarter Ended September 30, 2019

 

  Treatment  Services  Medical  Segments Total  Corporate(1)  Consolidated Total 
Revenue from external customers $10,081  $12,454    —  $22,535 $  $22,535 
Intercompany revenues  75   38    —   113    —    — 
Gross profit  3,338   1,819    —   5,157    —   5,157 
Research and development  85    —   74   159   6   165 
Interest income   —    —    —    —   77   77 
Interest expense  (19)  (5)   —   (24)  (75)  (99)
Interest expense-financing fees   —    —    —    —   (69)  (69)
Depreciation and amortization  243   79    —   322   6   328 
Segment income (loss) before income taxes  2,244   1,193   (74)  3,363   (1,413)  1,950 
Income tax expense  55    —    —   55    —   55 
Segment income (loss)  2,189   1,193   (74)  3,308   (1,413)  1,895 
Expenditures for segment assets  470   31    —   501    —   501 

  Treatment  Services  Medical  Segments Total  Corporate (1)  Consolidated Total 
Revenue from external customers $10,081  $12,454    —  $22,535  $  $22,535 
Intercompany revenues  75   38    —   113       — 
Gross profit  3,338   1,819    —   5,157      5,157 
Research and development  85    —   74   159   6   165 
Interest income   —    —    —    —   77   77 
Interest expense  (19)  (5)   —   (24)  (75)  (99)
Interest expense-financing fees   —    —    —    —   (69)  (69)
Depreciation and amortization  243   79    —   322   6   328 
Segment income (loss) before income taxes  2,244   1,193   (74)  3,363   (1,413)  1,950 
Income tax expense  55    —    —   55    —   55 
Segment income (loss)  2,189   1,193   (74)  3,308   (1,413)  1,895 
Expenditures for segment assets  470   31    —   501    —   501(3)

 

Segment Reporting for the QuarterNine Months Ended September 30, 20182020

 

  Treatment  Services  Medical  Segments Total  Corporate(1)  Consolidated Total 
Revenue from external customers $9,103  $2,881    —  $11,984   $ —  $11,984 
Intercompany revenues  174   16    —   190    —    — 
Gross profit  1,564   261    —   1,825    —   1,825 
Research and development  126    —   88   214   15   229 
Interest income   —    —    —    —   82   82 
Interest expense  (8)  (1)   —   (9)  (53)  (62)
Interest expense-financing fees   —    —    —    —   (10)  (10)
Depreciation and amortization  234   122    —   356   8   364 
Segment income (loss) before income taxes  506   (224)  (88)  194   (1,219)  (1,025)
Income tax (benefit) expense  (1,342)(3)   —    —   (1,342)   —   (1,342)
Segment income (loss)  1,848   (224)  (88)  1,536   (1,219)  317 
Expenditures for segment assets  525   22    —   547   1   548 

  Treatment  Services  Medical  Segments Total  Corporate (1)  Consolidated Total 
Revenue from external customers $24,469  $52,610    —  $77,079  $  $77,079 
Intercompany revenues  879   19    —   898    —    — 
Gross profit  5,533   7,167    —   12,700    —   12,700 
Research and development  194   119   221   534   64   598 
Interest income  1    —    —   1   111   112 
Interest expense  (80)  (13)   —   (93)  (213)  (306)
Interest expense-financing fees   —    —    —    —   (187)  (187)
Depreciation and amortization  912   259    —   1,171   18   1,189 
Segment income (loss) before income taxes  2,577   5,162   (221)  7,518   (4,597)  2,921 
Income tax (benefit) expense  (165)  2    —   (163)  35   (128)
Segment income (loss)  2,742   5,160   (221)  7,681   (4,632)  3,049 
Expenditures for segment assets  1,095   385    —   1,480   8   1,488(2)

 

Segment Reporting for the Nine Months Ended September 30, 2019

 

 Treatment Services Medical Segments Total Corporate(1) Consolidated Total  Treatment Services Medical Segments Total Corporate (1) Consolidated Total 
Revenue from external customers $30,079  $21,299    —  $51,378  $ —  $51,378  $30,079  $21,299    —  $51,378  $ —  $51,378 
Intercompany revenues  83   101    —   184    —    —   83   101    —   184    —    — 
Gross profit  8,921   2,008    —   10,929    —   10,929   8,921   2,008    —   10,929    —   10,929 
Research and development  367    —   228   595   20   615   367    —   228   595   20   615 
Interest income   —    —    —    —   265   265    —    —    —    —   265   265 
Interest expense  (66)  (18)   —   (84)  (209)  (293)  (66)  (18)   —   (84)  (209)  (293)
Interest expense-financing fees   —    —    —    —   (139)  (139)   —    —    —    —   (139)  (139)
Depreciation and amortization  713   236    —   949   19   968   713   236    —   949   19   968 
Segment income (loss) before income taxes  5,731   318   (228)  5,821   (4,003)  1,818   5,731   318   (228)  5,821   (4,003)  1,818 
Income tax expense  99    —    —   99    —   99   99    —    —   99    —   99 
Segment income (loss)  5,632   318   (228)  5,722   (4,003)  1,719   5,632   318   (228)  5,722   (4,003)  1,719 
Expenditures for segment assets  764   49    —   813    —   813   764   49    —   813    —   813(3)

(1)Amounts reflect the activity for corporate headquarters not included in the segment information.
(2)Net of financed amount of $751,000 and $883,000 for the three and nine months ended September 30, 2020, respectively.
(3)Net of financed amount of $6,000 and $29,000 for the three and nine months ended September 30, 2019, respectively.

26

 

Segment Reporting for the Nine Months Ended September 30, 2018

  Treatment  Services  Medical  Segments Total  Corporate(1)  Consolidated Total 
Revenue from external customers $27,207  $10,594    —  $37,801   $  $37,801 
Intercompany revenues  463   55    —   518    —    — 
Gross profit  5,867   1,322    —   7,189    —   7,189 
Research and development  355    —   259   614   66   680 
Interest income   —    —    —    —   212   212 
Interest expense  (16)  (2)   —   (18)  (159)  (177)
Interest expense-financing fees   —    —    —    —   (27)  (27)
Depreciation and amortization  702   367    —   1,069   26   1,095 
Segment income (loss) before income taxes  4,279(2)   (194)  (259)  3,826   (3,740)  86 
Income tax (benefit) expense  (1,277)(3)    —    —   (1,277)  5   (1,272)
Segment income (loss)  5,556   (194)  (259)  5,103   (3,745)  1,358 
Expenditures for segment assets  1,016   82    —   1,098   4   1,102 

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

(2)Amounts included a net gain of $1,596,000 recorded resulting from the exchange offer of the Series B Preferred Stock of our M&EC subsidiary which was consummated on May 30, 2018.

(3)Amounts included a tax benefit recorded in the amount of approximately $1,380,000 during the third quarter. (see “Note 13 – Income Taxes” below).

13.Income Taxes

 

The Company had an income tax benefit of $133,000 and income tax expense of $55,000 and income tax benefit of $1,342,000 for continuing operations for the three months ended September 30, 2020 and 2019, respectively and 2018, respectivelyan income tax benefit of $128,000 and income tax expense of $99,000 and income tax benefit of $1,272,000 for the nine months ended September 30, 20192020 and 2018,2019, respectively. Our effective tax rates were approximately 2.8%9.9% and 130.9%2.8% for the three months ended September 30, 20192020 and 2018,2019, respectively, and 5.4%4.4% and 1,479.1%5.4% for the nine months ended September 30, 2020 and 2019, respectively. The tax benefit and 2018, respectively.expense for the periods above were comprised of state tax benefit and expense for separate company filing states. The Company’s tax rate for each of the periods discussed above was impacted by the Company’s full valuation on its net deferred tax assets. Additionally, duringThe income tax benefit for the thirdthree and nine months ended September 30, 2020 included refunds from amended state returns filed in separate company filing states.

14.Variable Interest Entities (“VIE”)

On May 24, 2019, the Company and Engineering/Remediation Resources Group, Inc. (“ERRG”) entered into an unpopulated joint venture agreement for project work bids within the Company’s Services Segment. The joint venture is doing business as Perma-Fix ERRG, a general partnership. The Company has a 51% partnership interest in the joint venture and ERRG has a 49% partnership interest in the joint venture. Activities under Perma-Fix ERRG did not commence until the first quarter of 2018,2020.

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

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

Based on the Company’s evaluation of Perma-Fix ERRG and related agreements with Perma-Fix ERRG, the Company determined that Perma-Fix ERRG is a VIE in which we are the primary beneficiary. At September 30, 2020, Perma-Fix ERRG had total assets of $5,302,000 and total liabilities of $5,302,000 which are all recorded a tax benefit inas current.

15.Deferral of Employment Tax Deposits

The CARES Act, as amended by the Flexibility Act which was signed into law on June 5, 2020, provides employers the option to defer the payment of an employer’s share of social security taxes beginning on March 27, 2020 through December 31, 2020 with 50% of the amount of social security taxes deferred to become due on December 31, 2021 with the remaining 50% due on December 31, 2022. The Company elected to defer such taxes starting in mid-April 2020. The Company estimates the remaining payment of approximately $1,380,000 resulting from$1,225,000 of social security taxes otherwise due in 2020 will be deferred with 50% due by December 31, 2021 and the releaseremaining 50% due by December 31, 2022. At September 30, 2020, the Company has deferred payment of a portionapproximately $838,000 in its share of social security taxes, which amount has been included in “other long-term liabilities” in the Company’s Consolidated Balance Sheet at September 30, 2020.

27

16.Employment Agreements and Management Incentive Plan (“MIP”)

On July 22, 2020, the Company’s Board appointed Richard Grondin to the position of EVP of Waste Treatment Operations and an executive officer of the valuation allowanceCompany. Mr. Grondin previously held the position of Vice President of Western Operations within our Treatment Segment. Immediately after the appointment of Richard Grondin to the position of EVP of Waste Treatment Operations and an executive officer of the Company, the Company’s Compensation Committee and the Board approved, and the Company entered into, an employment agreement with each of Mark Duff, CEO (the “CEO Employment Agreement”), Dr. Louis Centofanti, EVP of Strategic Initiatives (the “EVP of Strategic Initiatives Employment Agreement”), Ben Naccarato, CFO (the “CFO Employment Agreement”), Andrew Lombardo, EVP of Nuclear and Technical Services (the “EVP of Nuclear and Technical Services Employment Agreement”), and Richard Grondin, EVP of Waste Treatment Operations (the “EVP of Waste Treatment Operations Employment Agreement”), collectively with the CEO Employment Agreement, the EVP of Strategic Initiative Employment Agreement, the CFO Employment Agreement, the EVP of Nuclear and Technical Services Employment Agreement and the EVP of Waste Treatment Operations Employment Agreement, the “New Employment Agreements” and each individually the “New Employment Agreement”. The Company had previously entered into an employment agreement with each of Mark Duff, Dr. Louis Centofanti and Ben Naccarato on deferred tax assets relatedSeptember 8, 2017, all three of which were due to indefinite-lived net operating losses generatedexpire on September 8, 2020. These three employment agreements dated September 8, 2017 were terminated effective July, 22, 2020.

Pursuant to New Employment Agreements, which are effective July 22, 2020, each of these executive officers is provided an annual salary, which annual salary may be increased, but not reduced, from time to time as determined by the Compensation Committee. As a result of Richard Grondin’s promotion to EVP of Waste Treatment and an executive officer of the Company, his annual salary was increased from $208,000 as Vice President of Western Operations within our Treatment Segment to $240,000, effective July 22, 2020. No change was made to the salary of the remaining executive officers for fiscal year 2020. In addition, each of these executive officers is entitled to participate in the Company’s broad-based benefits plans and to certain performance compensation payable under separate Management Incentive Plans (“MIP”) as approved by the Company’s Compensation Committee and the Company’s Board. The Company’s Compensation Committee and the Board approved individual 2020 MIP on January 16, 2020 (which are effective January 1, 2020) for each Mark Duff, Dr. Louis Centofanti, Ben Naccarato and Andrew Lombardo which remains effective for fiscal year 2020. See “MIP” below for the MIP approved by the Compensation Committee and the Board for Richard Grondin.

Each of the New Employment Agreements is effective for three years from July 22, 2020 (the “Initial Term”) unless earlier terminated by the Company or by the executive officer. At the end of the Initial Term of each New Employment Agreement, each New Employment Agreement will automatically be extended for one additional year, unless at least six months prior to the expiration of the Initial Term, the Company or the executive officer provides written notice not to extend the terms of the New Employment Agreement.

Pursuant to the New Employment Agreements, if the executive officer’s employment is terminated due to death/disability or for cause (as defined in the agreements), the Company will pay to the executive officer or to his estate an amount equal to the sum of any unpaid base salary and accrued unused vacation time through the date of termination and any benefits due to the closureexecutive officer under any employee benefit plan (the “Accrued Amounts”) plus any performance compensation payable pursuant to the MIP with respect to the fiscal year immediately preceding the date of our M&EC facility. The small tax expensetermination.

If the executive officer terminates his employment for “good reason” (as defined in the agreements) or is terminated by the Company without cause (including any such termination for “good reason” or without cause within 24 months after a Change in Control (as defined in the agreement)), the Company will pay the executive officer the Accrued Amounts, two years of full base salary, and two times the performance compensation (under the MIP) earned with respect to the fiscal year immediately preceding the date of termination provided the performance compensation earned with respect to the fiscal year immediately preceding the date of termination has not been paid. If performance compensation earned with respect to the fiscal year immediately preceding the date of termination has been made to the executive officer, the executive officer will be paid an additional year of the performance compensation earned with respect to the fiscal year immediately preceding the date of termination. If the executive terminates his employment for a reason other than for good reason, the Company will pay to the executive an amount equal to the Accrued Amounts plus any performance compensation payable pursuant to the MIP with respect to the fiscal year immediately preceding the date of termination.

If there is a Change in Control (as defined in the agreements), all outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full commencing on the date of termination through the original term of the options. In the event of the death of an executive officer, all outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full commencing on the date of death, with such options exercisable for the third quarterlesser of 2019 was comprisedthe original option term or twelve months from the date of state tax expensethe executive officer’s death. In the event an executive officer terminates his employment for separate company filing states“good reason” or is terminated by the Company without cause, all outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full commencing on the date of termination, with such options exercisable for the lesser of the original option term or within 60 days from the date of the executive’s date of termination. Severance benefits payable with respect to a termination (other than Accrued Amounts) shall not be payable until the termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)).

On July 22, 2020, upon the approval of the EVP of Waste Treatment Operations Employment Agreement as discussed above, the Company’s Board and the increase inCompany’s Compensation Committee approved a MIP for Richard Grondin effective January 1, 2020, applicable for fiscal 2020. The MIP provides guidelines for the deferred tax liability relatedcalculation of annual cash incentive-based compensation, subject to Compensation Committee oversight and modification. The MIP awards cash compensation based on achievement of performance thresholds, with the amortizationamount of indefinite lived intangible assets.such compensation established as a percentage of the Mr. Grondin’s 2020 annual base salary as the EVP of Waste Treatment Operations. The potential target performance compensation ranges from 5% to 100% ($12,000 to $240,000) of the base salary for the EVP of Waste Treatment Operations, which became effective on July 22, 2020.

 

28

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;
continue to focus on expansion into both commercial and international markets to increase revenues;
full implementation of our strategic plan;
improve revenue and liquidity and increase shareholder values upon full implementation of strategic plan;
improvement to working capital;
reductions in the level of government funding in future years;
R&D activity of our Medical Segment;
reducing operating costs;
expect to meet our financialloan covenant requirements in the next twelve months;
cash flow requirements;
funding our business;
sufficient liquidity to continue business;
PPP Loan forgiveness;
request maturity extension on PPP Loan;

29

furlough or layoff eligible employees;
future results of operations and liquidity;
effect of economic disruptions on our business;
curtail capital expenditures;
government funding for our services;
may not have liquidity to repay debt if our lender accelerates payment of our borrowings;
our cash flows from operations, our available liquidity from our credit facility, and remaining cash on hand are sufficient to service our operations;
manner in which the applicable government will be required to spend funding to remediate various sites;
funding operations;
fund capital expenditures from cash from operations and/or financing;
impact from COVID-19;
waste shipments;
fund remediation expenditures for sites from funds generated internally;
compliance with environmental regulations;
potential effect of being a PRP;
potential sites for violations of environmental laws and remediation of our facilities;
continuation of contracts with federal government;
releaseloss of $300,000 of the $550,000 reduction in borrowing availability;contracts;
lossfourth quarter 2020 and first quarter 2021 financial results due to impact of contracts;COVID-19;
partial or full shutdown of any of our facilities;
liability from Tetra Tech claims;
shutdown of projects and continued waste shipments delays by clients; and
necessary capital for Medical Segment.

 

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;
abilityinability to meet PNC covenant requirements;
inability to collect in a timely manner a material amount of receivables;
increased competitive pressures;
inability to maintain and obtain required permits and approvals to conduct operations;
public not accepting our new technology;
inability to develop new and existing technologies in the conduct of operations;
inability to maintain and obtain closure and operating insurance requirements;
inability to retain or renew certain required permits;
discovery of additional contamination or expanded contamination at any of the sites or facilities leased or owned by us or our subsidiaries which would result in a material increase in remediation expenditures;
delays at our third partythird-party disposal site can extend collection of our receivables greater than twelve months;
refusal of third partythird-party disposal sites to accept our waste;
changes in federal, state and local laws and regulations, especially environmental laws and regulations, or in interpretation of such;
requirements to obtain permits for TSD activities or licensing requirements to handle low level radioactive materials are limited or lessened;
potential increases in equipment, maintenance, operating or labor costs;
management retention and development;
30

financial valuation of intangible assets is substantially more/less than expected;
the requirement to use internally generated funds for purposes not presently anticipated;
inability to continue to be profitable on an annualized basis;
inability of the Company to maintain the listing of its Common Stock on the NASDAQ;
terminations of contracts with federalgovernment agencies (domestic and foreign) or subcontracts involving federalgovernment agencies (domestic or foreign), or reduction in amount of waste delivered to the Company under the contracts or subcontracts;
renegotiation of contracts involving the federal government;government agencies (domestic and foreign);
federal government’s inability or failure to provide necessary funding to remediate contaminated federal sites;
disposal expense accrual could prove to be inadequate in the event the waste requires re-treatment;
inability to raise capital on commercially reasonable terms;
inability to increase profitable revenue;
impact of the COVID-19;
audit of our PPP Loan (as discussed below);
new governmental regulations;
lender refuses to waive non-compliance or revise our covenant so that we are in compliance; and
risk factors and other factors set forth in “Special Note Regarding Forward-Looking Statements” contained in the Company’s 20182019 Form 10-K and the “Forward-Looking Statements” contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) of the Company’sfirst and second quarter 2020 Form 10-Q for the quarters ended March 31, 201910-Qs and June 30, 2019.this third quarter 2020 Form 10-Q.

 

COVID-19 Impact

Since the outbreak of COVID-19, we have remained focused on keeping our employees working and, at the same time, focusing on protecting the health and wellbeing of our employees and the communities in which we operate while assuring the continuity of our business operations.

Our management team has proactively implemented our business continuity and safety plans and has taken a variety of measures to ensure the ongoing availability of our waste treatment and remediation services, while taking health and safety measures, including separating employee and customer contact, social distancing between employees, implementing enhanced cleaning and hygiene protocols in all of our facilities, and implementing remote work policies, when necessary.

The COVID-19 pandemic presents potential new risks to our business and results in significant volatility in the U.S. and international markets. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. As previously reported, the COVID-19 pandemic did not result in a material impact to the Company’s first quarter 2020 results of operations. Starting in late March 2020, our operations were impacted by the shutdown of a number of projects and the delays of certain waste shipments that continued into the second quarter of 2020. Since the latter part of the second quarter of 2020, all of the projects that were previously shutdown within our Services Segment have restarted as stay-at-home orders and certain other restrictions resulting from the pandemic were lifted. Revenues within our Services Segment in the third quarter of 2020 exceeded the corresponding period of 2019 by approximately $10,652,000. We continue to experience delays in waste shipments from certain customers within our Treatment Segment directly related to the impact of COVID-19 including generator shutdowns and limited sustained operations, along with other factors. These waste shipment delays may impact our results of operations for the fourth quarter of 2020 and potentially the first quarter of 2021.

 2731 

At this time, we believe we have sufficient liquidity on hand to continue business operations during the next twelve months. At September 30, 2020, we had cash on hand of approximately $4,811,000 and borrowing availability under our revolving credit facility of approximately $16,404,000 based on a percentage of eligible receivables and subject to certain reserves. In April 2020, we entered into a promissory note (“PPP Loan”) with our credit facility lender in the amount of approximately $5,666,000 under the Paycheck Protection Program (“PPP”) that was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) was signed into law, amending the CARES Act (see “CARES Act – PPP Loan” under “Liquidity and Capital Resources” below for a discussion of the PPP Loan). During the third quarter of 2020, we repaid approximately $348,000 of the PPP Loan resulting from clarification in the loan calculation at the time of the loan origination. On October 5, 2020, we applied for forgiveness on the entire PPP Loan balance as permitted under the program, which is subject to the review and approval of our lender and Small Business Administration (“SBA”). Proceeds from the PPP Loan have allowed us to avoid having to furlough or layoff certain eligible employees as a result of the COVID-19 pandemic, although there are no assurances that such will not be required. We continue to assess reducing operating costs during this volatile time, which include curtailing capital expenditures, eliminating non-essential expenditures and implementing a hiring freeze as needed. We have elected to defer payment of our share of social security taxes as permitted under the CARES Act, as amended (see “CARES Act – Deferral of Employment Tax Deposits” within this MD&A for a discussion of this deferral).

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

The situation surrounding COVID-19 continues to remain fluid. The potential for a material impact on our business increases the longer COVID-19 impacts the level of economic activities in the United States and globally as our customers may continue to delay waste shipments and project work may shut down again. For this reason, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on our results of operations, financial position, and liquidity during the next twelve months. As of the date of this report, we believe that our cash on hand and our credit facility should provide sufficient liquidity to continue business operations during the next twelve months. Based on our current projection, we believe that we will be able to meet the current covenant requirements under our loan agreement for the next twelve months despite the impact of COVID-19.

 

Overview

 

Revenue increased $10,551,000$7,637,000 or 88.0%33.9% to $22,535,000$30,172,000 for the three months ended September 30, 20192020 from $11,984,000$22,535,000 for the corresponding period of 2018.2019. The revenue increase was primarily in theentirely within our Services SegmentsSegment where revenue increased approximately $9,573,000$10,652,000 or 332.3%. The increase in our85.5% from increased projects. Our Treatment Services Segment revenue wasdecreased by $3,015,000 or 29.9% primarily due to awards of several contracts/task orders for project work since the latter part of the first quarter of 2019continued delays in waste shipments from certain customers resulting from the successimpact of our implemented strategic planCOVID-19 as discussed above. The delays in winning contract bids.waste shipments were also partly attributed to the transition of new prime contractors at certain DOE sites. Additionally, lower averaged price waste from revenue mix contributed to the decrease in revenue within the Treatment Segment revenue increased $978,000 or 10.7%. Total gross profit increased $3,332,000 or 182.6%.Segment. Gross profit fordecreased $407,000 or 7.9% primarily due to the third quarter of 2018 included closure costs recordeddecrease in revenues in the amount of approximately $1,093,000 in connection with the closure of our East Tennessee Materials and Energy Corporation (“M&EC”) facility which we have completed in accordance with M&EC’s license and permit requirements.Treatment Segment. Selling, General, and Administrative (“SG&A”) expenses increased $305,000by approximately $363,000 or 11.6%12.3% for the three months ended September 30, 20192020 as compared to the corresponding period of 2018.2019.

 

Revenue increased $13,577,000$25,701,000 or 35.9%50.0% to $51,378,000$77,079,000 for the nine months ended September 30, 20192020 from $37,801,000$51,378,000 for the corresponding period of 2018.2019. The revenue increase was primarily in theentirely within our Services SegmentsSegment where revenue increased approximately $10,705,000$31,311,000 or 101.0%. The147.0% from increased projects. Our Services Segment experienced this increase in revenue despite a number of our projects being shut down during part of the second quarter 2020. These previously shut down projects have since restarted. Our Treatment Services Segment revenue wasdecreased by $5,610,000 or 18.7% primarily due to awards of several contracts/task orders for project work since the latter part of the first quarter of 2019continued delays in waste shipments from certain customers resulting from the successimpact of our implemented strategic plan in winning contract bidsCOVID-19 as discussed above. Treatment Segment revenue increased $2,872,000 or 10.6%.The delays in waste shipments were also partly attributed to the transition of new prime contractors at certain DOE sites. Total gross profit increased $3,740,000$1,771,000 or 52.0%. Gross profit for the first nine months of 2019 and 2018 included closure costs recorded in the amount of approximately $330,000 and $2,308,000, respectively, in connection with the closure of our M&EC facility as discussed above. SG&A expenses increased $487,000 or 6.0%16.2% for the nine months ended September 30, 20192020 as compared to the corresponding period of 2018.2019. Total SG&A expenses increased $387,000 or 4.5% for the nine months ended September 30, 2020 as compared to the corresponding period of 2019.

 

As discussed previously, we have completed the closure and decommissioning activities of our M&EC facility in accordance with M&EC’s license and permit requirements. As a result of this closure, on July 22, 2019, we received a release of $5,000,000 of finite risk sinking funds held as collateral under our financial assurance closure policy dated June 2003 from AIG Specialty Insurance Company (“AIG”) (see “Liquidity and Capital Resources – Insurance” within this “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)” for a discussion of the release of this finite risk sinking funds. Additionally, on April 1, 2019, we consummated a lending transaction with Mr. Robert Ferguson resulting in the receipt of $2,500,000 in loan proceeds (see “Liquidity and Capital Resources – Financing Activities” within this MD&A for a discussion of this loan transaction). Both of these transactions have improved ourOur working capital. Atcapital was $7,020,000 at September 30, 2019, we had a2020 as compared to working capital of approximately $44,000 as compared to a working capital deficit of $6,753,000$26,000 at December 31, 2018.2019.

32

 

Business Environment and Outlook

 

Our Treatment and Services Segments’ business continues to be heavily dependent on services that we provide to governmental clients directly as the contractor or indirectly as a subcontractor. 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.sites, and/or the impact resulting from COVID-19 as discussed above. In addition, our governmental contracts and subcontracts relating to activities at governmental sites in the United States are generally subject to termination or renegotiation on 30 days’ notice at the government’s option.option, and our governmental contracts/task orders with the Canadian government authorities allow the authorities to terminate the contract/task orders at any time for convenience. 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. As previously disclosed, our Medical Segment (whichcontinues to evaluate strategic options to commercialize its medical isotope production technology. These options generally require substantial capital to fund R&D requirements, in addition to start-up and production costs. Our Medical Segment has not generated any revenues to date) substantially reduced its researchR&D costs and development (“R&D”) activities due to the need for capital to fund such activities. Our Medical Segment continues to seek various sources in order to raise this capital or partners willing to provide the funding for its R&D activities. We anticipate that our Medical Segment will not resume full R&D activities will be limited until it obtains the necessary capital is obtainedfunding through obtaining its own credit facility or additional equity raise or obtaining new partners willing to provide funding forfund its R&D activities. If the Medical Segment is unable to raise the necessary capital, the Medical Segment could be required to further reduce, delay or eliminate its R&D program.

 

28

We are continually reviewing methods to raise additional capital to supplement our liquidity requirements, when needed, and reducing our operating costs. We are committedcontinue to further reducing operating costs to bring them in line with revenue levels, when needed. Further, our recently implemented strategic plan, which includes increasing our overall contract bid/win ratio and expansion into both commercial andaggressively bid on various contracts, including potential contracts within the international markets to increase revenues in our Treatment and Services Segments to offset the uncertainties of government spending in the United States of America and, has thus far been successful. As previously disclosed, during May 2019, our wholly-owned subsidiary, Perma-Fix Canada, Inc. (within our Services Segment) entered into a Task Order Agreement (“TOA”) with the Canadian Nuclear Laboratories, LTD. (“CNL”), with a value of approximately $8,500,000 (U.S dollar), for remediation work at specific sites within Ontario, Canada through 2019. Additionally, in late July 2019, we entered into an additional TOA with CNL with a value of approximately $3,000,000 (U.S. dollar), for remediation work at additional specific sites within Ontario, Canada through 2019. The TOAs with the Canadian government generally provide that the government may terminate a TOA at any time for convenience. We believe that the full implementation of our strategic plan should be accomplished over the next few years, and when fully implemented, we believe it should improve our revenue and liquidity and increase our shareholder values.markets.

 

Results of Operations

 

The reporting of financial results and pertinent discussions are tailored to our three reportable segments: The Treatment, Services, and Medical Segments. Our Medical Segment has not generated any revenue and all costs incurred are included within R&D. Our results of operations for the balance of 2020 could be further subjected to the impact of COVID-19 as discussed above under “COVID-19 Impact.”

 

Summary – Three and Nine Months Ended September 30, 20192020 and 20182019

 

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
Consolidated (amounts in thousands) 2019  %  2018  %  2019  %  2018  % 
Net revenues $22,535   100.0  $11,984   100.0  $51,378   100.0  $37,801   100.0 
Cost of goods sold  17,378   77.1   10,159   84.8   40,449   78.7   30,612   81.0 
Gross profit  5,157   22.9   1,825   15.2   10,929   21.3   7,189   19.0 
Selling, general and administrative  2,945   13.1   2,640   22.0   8,548   16.6   8,061   21.3 
Research and development  165   .7   229   1.9   615   1.3   680   1.8 
(Loss) gain on disposal of property and equipment  4    ―   (9)  (.1)  3    ―   (34)  (.1)
Income (loss) from operations  2,043   9.1   (1,035)  (8.6)  1,763   3.4   (1,518)  (4.0)
Interest income  77   .3   82   .6   265   .5   212   .6 
Interest expense  (99)  (.4)  (62)  (.5)  (293)  (.6)  (177)  (.5)
Interest expense-financing fees  (69)  (.3)  (10)  (.1)  (139)  (.3)  (27)  (.1)
Net gain on exchange offer of Series B Preferred Stock   ―    ―    ―       ―    ―   1,596   4.2 
Other  (2)   ―    ―    ―   222   .5    ―    ― 
Income (loss) from continuing operations before taxes  1,950   8.7   (1,025)  (8.6)  1,818   3.5   86   .2 
Income tax expense (benefit)  55   .3   (1,342)  (11.2)  99   .2   (1,272)  (3.4)
Income from continuing operations $1,895   8.4  $317   2.6  $1,719   3.3  $1,358   3.6 

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
Consolidated (amounts in thousands) 2020  %  2019  %  2020  %  2019  % 
Net revenues $30,172   100.0  $22,535   100.0  $77,079   100.0  $51,378   100.0 
Cost of goods sold  25,422   84.3   17,378   77.1   64,379   83.5   40,449   78.7 
Gross profit  4,750   15.7   5,157   22.9   12,700   16.5   10,929   21.3 
Selling, general and administrative  3,308   11.0   2,945   13.1   8,935   11.6   8,548   16.6 
Research and development  157   .4   165   .7   598   .8   615   1.3 
Loss on disposal of property and equipment   —      4      27      3    
Income from operations  1,285   4.3   2,043   9.1   3,140   4.1   1,763   3.4 
Interest income  28   .1   77   .3   112   .1   265   .5 
Interest expense  (87)  (.3)  (99)  (.4)  (306)  (.4)  (293)  (.6)
Interest expense-financing fees  (58)  (.2)  (69)  (.3)  (187)  (.2)  (139)  (.3)
Other  180   .6   (2)     189   .2   222   .5 
Loss on extinguishment of debt     —          (27)  —        
Income from continuing operations before taxes  1,348   4.5   1,950   8.7   2,921   3.8   1,818   3.5 
Income tax (benefit) expense  (133)  (.4)  55   .3   (128)  (.2)  99   .2 
Income from continuing operations, net of taxes $1,481   4.9  $1,895   8.4  $3,049   4.0  $1,719   3.3 

 

33

Revenues

Consolidated revenues increased $10,551,000$7,637,000 for the three months ended September 30, 2019,2020, compared to the three months ended September 30, 2018,2019, as follows:

 

(In thousands) 2019 %
Revenue
 2018 %
Revenue
 Change %
Change
  2020 %
Revenue
 2019 %
Revenue
 Change %
Change
 
Treatment                                                
Government waste $7,077   31.4  $6,332   52.9  $745   11.8  $4,950   16.4  $7,077   31.4  $(2,127)  (30.1)
Hazardous/non-hazardous(1)  1,309   5.8   1,348   11.2   (39)  (2.9)  964   3.2   1,309   5.8   (345)  (26.4)
Other nuclear waste  1,695   7.5   1,423   11.9   272   19.1   1,152   3.8   1,695   7.5   (543)  (32.0)
Total  10,081   44.7   9,103   76.0   978   10.7   7,066   23.4   10,081   44.7   (3,015)  (29.9)
                                                
Services                                                
Nuclear services  11,979   53.2   2,061   17.2   9,918   481.2   22,647   75.1   11,979   53.2   10,668   89.1 
Technical services  475   2.1   820   6.8   (345)  (42.1)  459   1.5   475   2.1   (16)  (3.4)
Total  12,454   55.3   2,881   24.0   9,573   332.3   23,106   76.6   12,454   55.3   10,652   85.5 
                                                
Total $22,535   100.0  $11,984   100.0  $10,551   88.0  $30,172   100.0  $22,535   100.0  $7,637   33.9 

 

(1)Includes wastes generated by government clients of $460,000$518,000 and $334,000$460,000 for the three month ended September 30, 20192020 and the corresponding period of 2018,2019, respectively.

 

Treatment Segment revenue increased $978,000decreased $3,015,000 or 10.729.9 % for the three months ended September 30, 20192020 over the same period in 2018.2019. The increasedecrease in Treatment Segment revenue generated from government clients was primarilythe result of lower waste volume as certain of our customers continue to delay waste shipments since the latter part of the first quarter of 2020 due to higherthe impact of COVID-19. The delays in waste shipments were also partly attributed to the transition of new prime contractors at certain DOE sites. Additionally, lower averaged price waste resulting from revenue mix. The increasemix contributed to the decrease in other nuclear waste revenue was primarily due to higher waste volume.revenue. Services Segment revenue increased by $9,573,000$10,652,000 or 332.3%85.5% in the three months ended September 30, 20192020 from the corresponding period of 2018.2019. The increase in our Services Segment revenue was primarily due to awardsthe increase in number of several contracts/task orders for project work since the latter part of the first quarter of 2019 resulting from the success of our implemented strategic plan in winning contract bids as previously disclosed.projects. Our Services Segment revenues are project based; as such, the scope, duration and completion of each project vary. As a result, our Services Segment revenues are subject to differences relating to timing and project value.

 

Consolidated revenues increased $13,577,000$25,701,000 for the nine months ended September 30, 2019,2020, as compared to the nine months ended September 30, 2018,2019, as follows:

 

(In thousands) 2019 %
Revenue
 2018 %
Revenue
 Change %
Change
  2020 %
Revenue
 2019 %
Revenue
 Change %
Change
 
Treatment                                                
Government waste $20,478   39.8  $18,038   47.7  $2,440   13.5  $17,576   22.8  $20,478   39.8  $(2,902)  (14.2)
Hazardous/non-hazardous(1)  4,616   9.0   4,188   11.1   428   10.2   3,426   4.4   4,616   9.0   (1,190)  (25.8)
Other nuclear waste  4,985   9.7   4,981   13.2   4   0.1   3,467   4.5   4,985   9.7   (1,518)  (30.5)
Total  30,079   58.5   27,207   72.0   2,872   10.6   24,469   31.7   30,079   58.5   (5,610)  (18.7)
                                                
Services                                                
Nuclear services  19,211   37.4   8,655   22.9   10,556   122.0   51,257   66.5   19,211   37.4   32,046   166.8 
Technical services  2,088   4.1   1,939   5.1   149   7.7   1,353   1.8   2,088   4.1   (735)  (35.2)
Total  21,299   41.5   10,594   28.0   10,705   101.0   52,610   68.3   21,299   41.5   31,311   147.0 
                                                
Total $51,378   100.0  $37,801   100.0  $13,577   35.9  $77,079   100.0  $51,378   100.0  $25,701   50.0 

 

(1)Includes wastes generated by government clients of $1,728,000$1,637,000 and $1,174,000$1,728,000 for the nine month ended September 30, 20192020 and the corresponding period of 2018,2019, respectively.

34

 

Treatment Segment revenue increased $2,872,000decreased $5,610,000 or 10.618.7 % for the nine months ended September 30, 20192020 over the same period in 2018.2019. The revenue increasedecrease was primarily due to higherlower revenue generated from government clientslower waste volume resulting from continued waste shipment delays since late March 2020 from certain of our customers due to higher averaged pricethe impact of COVID-19 as discussed above. The delays in waste resulting from revenue mix. The increase in hazardous/non-hazardous waste revenue was primarily dueshipments were also partly attributed to higher waste volume.the transition of new prime contractors at certain DOE sites. Our Services Segment revenue increased by $10,705,000$31,311,000 or 101.0% in the nine months ended September 30, 2019 from the corresponding period of 2018. As previously discussed,147.0% due to the increase in ournumber of projects. Our Services Segment experienced this increase in revenue was primarily due to awardsdespite a number of several contracts/task orders for project work since the latterour projects being shut down during part of the firstsecond quarter of 2019 resulting from2020. These previously shut down projects in the success ofServices Segment have since restarted. Additionally, our implemented strategic plan in winning contract bids. 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.

 

Cost of Goods Sold

 

Cost of goods sold increased $7,219,000$8,044,000 for the quarter ended September 30, 2019,2020, as compared to the quarter ended September 30, 2018,2019, as follows:

 

   %   %      %   %   
(In thousands) 2019 Revenue 2018 Revenue Change  2020 Revenue 2019 Revenue Change 
Treatment $6,743   66.9  $7,539   82.8  $(796) $5,972   84.5  $6,743   66.9  $(771)
Services  10,635   85.4   2,620   90.9   8,015   19,450   84.2   10,635   85.4   8,815 
Total $17,378   77.1  $10,159   84.8  $7,219  $25,422   84.3  $17,378   77.1  $8,044 

 

Cost of goods sold for the Treatment Segment decreased by $796,000approximately $771,000 or approximately 10.6%. Treatment Segment costs of goods sold for the third quarter of 2018 included additional closure costs recorded in the amount of $1,093,000 for our M&EC facility due to changes in estimated closure costs in connection with the closure of the facility. Excluding the closure costs, Treatment Segment costs increased $297,000 or 4.6%11.4% primarily due to higherthe decrease in revenue. Treatment Segment variable costs increaseddecreased by approximately $275,000$1,207,000 primarily in disposal, transportation, material and supplies and outside services.services costs due to lower revenues. Our overall fixed costs were higher by approximately $22,000$436,000 resulting from the following: maintenance expenses were higher by $152,000; regulatory expenses were higher by approximately $105,000; depreciation expenses were higher by approximately $134,000 primarily fromdue to financed leases that we did not have in the third quarter of 2019; general expenses were by $99,000 higher in various categories; and salaries and payroll related expenses ofcosts were lower by approximately $176,000 from increased headcount. This increase in fixed costs was partially offset by lower fixed costs in general expenses of approximately $154,000 in various categories.$54,000. Services Segment cost of goods sold increased $8,015,000$8,815,000 or 305.9%82.9% primarily due to higherincreased revenue as discussed above. The increase in Services Segment’s cost of goods sold was primarily indue to higher salaries and payroll related expenses,costs, travel, and outside services expenses totaling approximately $7,808,000,$7,412,000, higher material and supply/transportation/supplies, regulatory and disposal costs totaling approximately $161,000$1,243,000, and higher general expenses of approximately $89,000$160,000 in various categories. The total overallPayroll costs within our Services Segment included higher cost was partially offset by lower depreciation expenses of approximately $43,000 as a number of assets became fully depreciated by end of 2018.for project related incentives. Included within cost of goods sold is depreciation and amortization expense of $317,000$469,000 and $350,000$317,000 for the three months ended September 30, 2019,2020, and 2018,2019, respectively.

 

Cost of goods sold increased $9,837,000$23,930,000 for the nine months ended September 30, 2019,2020, as compared to the nine months ended September 30, 2018,2019, as follows:

 

   %   %      %   %   
(In thousands) 2019 Revenue 2018 Revenue Change  2020 Revenue 2019 Revenue Change 
Treatment $21,158   70.3  $21,340   78.4  $(182) $18,936   77.4  $21,158   70.3  $(2,222)
Services  19,291   90.6   9,272   87.5   10,019   45,443   86.4   19,291   90.6   26,152 
Total $40,449   78.7  $30,612   81.0  $9,837  $64,379   83.5  $40,449   78.7  $23,930 

 

Cost of goods sold for the Treatment Segment decreased by $182,000approximately $2,222,000 or approximately 0.9%10.5%. Treatment Segment costs of goods sold for the nine months ended September 30, 2019 and 2018 included additional closure costs recorded in the amount of approximately $330,000 and $2,308,000, respectively, for our East Tennessee Materials and Energy Corporation (“M&EC&EC”) facility due to finalization of closure requirements in connection with the closure of the facility. Excluding the closure costs recorded in both periods,the nine months of 2019, Treatment Segment costs increased $1,796,000cost of goods sold decreased $1,892,000 or 9.4%9.1% primarily due to higherthe decrease in revenue. Excluding the closure costs recorded in the nine months ended September 30, 2019, Treatment Segment’sSegment variable costs increaseddecreased by approximately $1,192,000$2,491,000 primarily indue to lower disposal, transportation, and material and supplies and outside services costs. Treatment SegmentOur overall fixed costs were higher by approximately $604,000$599,000 resulting from the following: salaries and payroll relatedmaintenance expenses were higher by $380,000; regulatory expenses were higher by approximately $1,020,000 resulting from$155,000; depreciation expenses were higher headcount;by approximately $212,000 primarily due to more financed leases; general expenses were lower by approximately $287,000$131,000 higher in various categories; and maintenance expense wassalaries and payroll costs were lower by approximately $129,000.$17,000. Services Segment cost of goods sold increased $10,019,000$26,152,000 or 108.1%135.6% primarily due to the increase in revenue. The increase in cost of goods sold within our Services Segment was primarily due to higher revenue as discussed above. The increase in Services Segment’s cost of goods sold was primarily in salaries and payroll related expenses,costs, travel, and outside services expenses totaling approximately $9,871,000,$22,810,000, higher material and supply/transportation/supplies, regulatory and disposal costs totaling approximately $196,000$2,688,000, and higher general expenses of approximately $76,000$654,000 in various categories. The total overallPayroll costs within our Services Segment included higher cost was partially offset by lower depreciation expenses of approximately $124,000 as a number of assets became fully depreciated by end of 2018.for project related incentives. Included within cost of goods sold is depreciation and amortization expense of $934,000$1,169,000 and $1,044,000$934,000 for the nine months ended September 30, 2019,2020, and 2018,2019, respectively.

 

35

Gross Profit

 

Gross profit for the quarter ended September 30, 2019 increased $3,332,0002020 decreased $407,000 over the same period of 2018,2019, as follows:

 

   %   %      %   %   
(In thousands) 2019 Revenue 2018 Revenue Change  2020 Revenue 2019 Revenue Change 
Treatment $3,338   33.1  $1,564   17.2  $1,774  $1,094   15.5  $3,338   33.1  $(2,244)
Services  1,819   14.6   261   9.1   1,558   3,656   15.8   1,819   14.6   1,837 
Total $5,157   22.9  $1,825   15.2  $3,332  $4,750   15.7  $5,157   22.9  $(407)

 

Excluding the $1,093,000 in closure costs recorded in the third quarters of 2018 within our Treatment Segment’s costs of goods sold in connection with the closure of the M&EC facility as discussed above, our Treatment Segment had an increasegross profit decreased by $2,244,000 or 67.2% and gross margin decreased to 15.5% from 33.1% primarily due to lower revenue from lower waste volume and lower averaged price waste from revenue mix. The increases in gross profit in the Services Segment of $681,000$1,837,000 or 25.6%101.0% and gross margin increasedfrom 14.6% to 33.1% from 29.2% primarily due to higher revenue. In the Services Segment, the increase in gross profit of $1,558,000 or 596.9% and gross margin to 14.6% from 9.1%15.8% was primarily due to the increase in revenue as discussed above. Additionally, our overall Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

 

Gross profit for the nine months ended September 30, 20192020 increased $3,740,000$1,771,000 over the same period in 2018,2019, as follows:

 

   %   %      %   %   
(In thousands) 2019 Revenue 2018 Revenue Change  2020 Revenue 2019 Revenue Change 
Treatment $8,921   29.7  $5,867   21.6  $3,054  $5,533   22.6  $8,921   29.7  $(3,388)
Services  2,008   9.4   1,322   12.5   686   7,167   13.6   2,008   9.4   5,159 
Total $10,929   21.3  $7,189   19.0  $3,740  $12,700   16.5  $10,929   21.3  $1,771 

 

As discussed previously, Treatment Segment’s costSegment gross profit decreased $3,388,000 or 38.0% and gross margin decreased to 22.6% from 29.7%. Excluding the additional closure costs of goods sold for$330,000 recorded in the nine months ended September 30, 2019 and 2018 included $330,000 and $2,308,000 in closure costs recorded in connection with the closure of theour M&EC facility respectively. Excluding the closure costs recorded in each of the periods, our Treatment Segment had aas discussed previously, gross profit increase of $1,076,000decreased $3,718,000 or 13.2%40.2% and gross margin increaseddecreased to 30.8%22.6% from 30.0%30.8% primarily due to higher revenue.lower revenue from lower waste volume. In the Services Segment, gross profit increased $686,000$5,159,000 or 51.9%256.9% and gross margin decreasedincreased from 9.4% to 9.4% from 12.5%.13.6% primarily due to the increase in revenue. Our overall Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

 

36

SG&A

 

SG&Aexpenses increased $305,000$363,000 for the three months ended September 30, 2019,2020, as compared to the corresponding period for 2018,2019, as follows:

 

(In thousands) 2019 %
Revenue
 2018 %
Revenue
 Change  2020 % Revenue 2019 % Revenue Change 
Administrative $1,340     $1,223     $117  $1,564     $1,340     $224 
Treatment  988   9.8   923   10.1   65   910   12.9   988   9.8   (78)
Services  617   5.0   494   17.1   123   834   3.6   617   5.0   217 
Total $2,945   13.1  $2,640   22.0  $305  $3,308   11.0  $2,945   13.1  $363 

 

The increase inOur Administrative SG&A was due to the following: payroll related expenses were higher by $66,000 primarily due to the accrual of estimated expenses related to the Company’s incentive plans; outside services expenses were higher by $30,000 resulting from more consulting/business matters and travel and general expenses were higher by a total of approximately $21,000. Treatment SG&A was higher primarily due to the following: general expenses were higher by approximately $42,000$34,000 in various categories; traveldirector stock option expenses were higher by $5,000;approximately $25,000 due to options granted to new directors in addition to higher fair value of options granted to re-elected directors; salaries and payroll related costsexpenses were higher by approximately $25,000; bad debt$121,000 which included higher estimated progress expenses wererelated to the Company’s incentive plans; outside services expense was higher by $22,000;approximately $69,000 resulting from more consulting/subcontract matters; and outside services expenses weretravel expense was lower by $29,000approximately $25,000 due to restrictions implemented resulting from fewer business/consulting matters. Servicesthe impact of COVID-19. Our Treatment Segment SG&A increased by approximately $123,000was lower primarily due to the following: travel expense were lower by approximately $36,000 due to restrictions implemented resulting from the impact of COVID-19; general expenses were lower by $22,000 in various categories; and bad debt expenses were lower by approximately $20,000. The higher SG&A costs within our Services Segment was primarily due to the following: salaries and payroll expenses were higher by $74,000;approximately $268,000; general expenses were higher by approximately $25,000 in various categories; outside services expenses were higher by $23,000; travel expense was lower by approximately $66,000$24,000 due to restrictions implemented resulting from more consulting/subcontract matters; general expenses were higher by approximately $17,000 in various categories; travel expenses were higher by approximately $9,000;the impact of COVID-19; and payroll relatedbad debt expenses were lower by $43,000.approximately $75,000. Included in SG&A expenses is depreciation and amortization expense of $11,000$9,000 and $14,000$11,000 for the three months ended September 30, 2019,2020, and 2018,2019, respectively.

 

SG&Aexpenses increased $487,000$387,000 for the nine months ended September 30, 2019,2020, as compared to the corresponding period for 2018,2019, as follows:

 

(In thousands) 2019 %
Revenue
 2018 %
Revenue
 Change  2020 % Revenue 2019 % Revenue Change 
Administrative $3,905     $3,700     $205  $4,219     $3,905     $314 
Treatment  2,966   9.9   2,824   10.4   142   2,838   11.6   2,966   9.9   (128)
Services  1,677   7.9   1,537   14.5   140   1,878   3.6   1,677   7.9   201 
Total $8,548   16.6  $8,061   21.3  $487  $8,935   11.6  $8,548   16.6  $387 

 

The increase in Administrative SG&A was primarily due to the following:salary/payroll related/healthcare costs general expenses were higher by approximately $165,000$73,000 in various categories; director stock option expenses were higher by approximately $47,000 due to options granted to new directors in addition to higher fair value of options granted to re-elected directors; salaries and payroll expenses were higher by approximately $161,000 which includedaccrual of higher estimated progress expenses related to the Company’s incentive plans; outside services expense was higher by approximately $73,000 resulting from more consulting/subcontract matters; and travel expense was lower by approximately $40,000 due to restrictions implemented resulting from the impact of COVID-19. Treatment SG&A was lower primarily due to the following: travel expenses were lower by approximately $61,000 due to restrictions implemented resulting from the impact of COVID-19; general expenses were lower by $11,000 in various categories; bad debt expenses were lower by approximately $76,000; outside services costs were slightly higher by $31,000 in various categories;$6,000 and travelsalaries and payroll expenses were higher by approximately $9,000. Treatment SG&A was higher primarily due to the following: salaries and payroll related expenses were higher by approximately $200,000; travel expenses were higher by approximately $22,000; bad debt expenses were higher by $19,000; outside services expenses were lower by $91,000 resulting from fewer consulting/subcontract matters; and general expenses were lower by approximately $8,000.$14,000. Services Segment SG&A increased by $140,000$201,000 primarily due to the following: higher general expenses were higher by approximately $104,000$48,000 in various categories; salaries and payroll expenses were higher by approximately $393,000; outside services expenses were higher by approximately $13,000; travel expenses were lower by approximately $88,000 due to restrictions implemented resulting from the impact of COVID-19; and bad debt expenses of $106,000; higher travel expense of $20,000; higher outside services expenses of $50,000; andwere lower salaries and payroll related expenses totalingby approximately $140,000. Services Segment’s general expenses$165,000 as certain customer accounts which we had previously reserved for were collected in the first nine months ended September 30, 2018 included a reduction in rent expense recorded in the second quarter of 2018 resulting from the end of our lease term for our business center office in Knoxville, Tennessee (which was not renewed with the same lessor).2020. Included in SG&A expenses is depreciation and amortization expense of $34,000$20,000 and $51,000$34,000 for the nine months ended September 30, 20192020 and 2018,2019, respectively.

37

R&D

R&D expenses decreased $64,000$8,000 and $65,000$17,000 for the three and nine months ended September 30, 2019,2020, respectively, as compared to the corresponding period of 2018.2019.

 

 Three Months Ended September 30, Nine Months Ended September 30,  Three Months Ended September 30, Nine Months Ended September 30, 
(In thousands) 2019 2018 Change 2019 2018 Change  2020 2019 Change 2020 2019 Change 
Administrative $6  $15  $15  $20  $66  $(46) $20  $6  $14  $64  $20  $44 
Treatment  85   126   (41)  367   355   12   49   85   (36)  194   367   (173)
Services                    7      7   119      119 
PF Medical  74   88   (14)  228   259   (31)  81   74   7   221   228   (7)
Total $165  $229  $(64) $615  $680  $(65) $157  $165  $(8) $598  $615  $(17)

R&D costs consist primarily of employee salaries and benefits, laboratory costs, third party fees, and other related costs associated with the development of new technologies and technological enhancement of new potential waste treatment processes. As disclosed previously, our Medical Segment has ceased a substantial portion of its R&D activities due to the need for substantial capital to fund such activities and we anticipate that our Medical Segment will not resume any substantial R&D activities until it obtains the necessary funding.

 

Interest Income

 

Interest income decreased $5,000by approximately $49,000 and $153,000 for the three and nine months ended September 30, 20192020, respectively, as compared to the corresponding period of 2018 and increased $53,000 for the nine months ended September 30, 2019 as compared to the corresponding period of 2018.2019. The decrease in interest income in the third quarter of 2019 was primarily due to lower interest earned on the finite risk sinking funds from reducedlower interest rate. The decrease in interest income was also attributed to lower interest earned from lower finite risk sinking fund balance resulting from the release of $5,000,000 in finite risk sinking funds inby AIG Specialty Insurance Company (“AIG”) to us at the end of July 2019 in connection with the closure of our M&EC facility closure as previously discussed.facility. The increase$5,000,000 in interest income forfinite sinking funds represented a partial release of the nine month ended September 30, 2019 as compared to the corresponding period of 2018 was primarily due to higher interest earned on thetotal collateral held under our finite risk sinking funds resulting from higher interest rates; however, the higher interest income earned from higher interest rates was partially reduced by the lower finite risk sinking fund balance as discussed above for the third quarter ended of 2019.insurance policy.

 

Interest Expense

 

Interest expense decreased by approximately $12,000 and increased approximately $37,000 and $116,000by $13,000 for the three and nine months ended September 30, 2019,2020, respectively, as compared to the corresponding period of 2018.2019. The increasesdecrease in both periods wereinterest expense for the three months ended September 30, 2020 was primarily due to lower interest expense from our declining term loan balance outstanding and lower interest rate. Also, interest expense was lower from declining loan balance outstanding on new finance leases which we entered into in 2019 and interest incurred from the April 1, 2019$2,500,000 loan that we entered into with Robert Ferguson on April 1, 2019. The overall decrease in interest expense was partially offset by higher interest expense from more finance leases and interest accrued for the amount of $2,500,000 (see “LiquidityPPP Loan. The increase in interest expense for the nine months ended September 30, 2020 as compared to the corresponding period was primarily due to higher interest expense from more finance leases and Capital Resources – Financing Activities”interest accrued for further information of this debt).the PPP Loan. The higher interest expense was offset by lower interest from our declining loan balances on the term loan and the Ferguson loan as discussed above.

 

Interest Expense- Financing Fees

 

Interest expense-financing fees decreased approximately $11,000 and increased approximately $59,000 and $112,000$48,000 for the three and nine months ended September 30, 2019,2020, respectively, as compared to the corresponding period of 2018.2019. The decrease in interest expense-financing fees in the third quarter of 2020 was primarily due to lower amortization of debt issuance costs in connection with our new credit facility dated May 8, 2020 as compared to our previous credit facility. On May 8, 2020, we entered into a new credit facility with our lender which resulted in a loss on debt extinguishment of approximately $27,000. The increase in interest expense-financing fees of approximately $48,000 for the nine months ended September 30, 2020 was primarily due to debt discount/debt issuance costs amortized as financing fees in connection with the issuance of our Common Stock and a purchase Warrant as consideration for the Company receiving the $2,500,000 loan from Robert Ferguson on April 1, 2019 (See“Liquidity “Liquidity and Capital Resources – Financing Activities” for further information of this debt discount)discount and the new credit facility dated May 8, 2020).

 

38

Income Taxes

 

We had an income tax benefit of $133,000 and income tax expense of $55,000 and income tax benefit of $1,342,000 for continuing operations for the three months ended September 30, 2020 and 2019, respectively and 2018, respectivelyan income tax benefit of $128,000 and income tax expense of $99,000 and income tax benefit of $1,272,000 for the nine months ended September 30, 20192020 and 2018,2019, respectively. Our effective tax rates were approximately 2.8%9.9% and 130.9%2.8% for the three months ended September 30, 20192020 and 2018,2019, respectively, and 5.4%4.4% and 1,479.1%5.4% for the nine months ended September 30, 2020 and 2019, respectively. The tax benefit and 2018, respectively.expense for the periods above were comprised of state tax benefit and expense for separate company filing states. Our tax rate for each of the periods discussed above was impacted by theour full valuation on our net deferred tax assets. Additionally, during the third quarter of 2018, we recorded aThe income tax benefit in the amount of approximately $1,380,000 resulting from the release of a portion of the valuation allowance on deferred tax assets related to indefinite-lived net operating losses generated due to the closure of our M&EC facility. The small tax expense for the third quarter of 2019 was comprised ofthree and nine months ended September 30, 2020 included refunds from amended state tax expense forreturns filed in separate company filing states and the increase in the deferred tax liability related to the amortization of indefinite lived intangible assets.states.

 

Discontinued Operations and Divestitures

 

The Company’sOur discontinued operations consist of all our subsidiaries included in our Industrial Segment: (1)Segment which encompasses subsidiaries divested in 2011 and prior (2) twoand three previously closed locations, and (3) our Perma-Fix of South Georgia, Inc. (“PFSG”) facility is in closure status, which final closure is subject to regulatory approval of necessary plans and permits.locations.

Our discontinued operations had no revenue for the three and nine months ended September 30, 20192020 and the corresponding period of 2018.2019. We incurred net losses of $67,000 and $266,000 for our discontinued operations for the three and nine months ended September 30, 2020, respectively. We incurred net losses of $156,000 and $424,000 for our discontinued operations for the three and nine months ended September 30, 2019, respectively. We incurred net losses of $131,000 and $495,000 for our discontinued operations for the three and nine months ended September 30, 2018, respectively. Our net loss for the nine months ended September 30, 2018 included an increase of approximately $50,000 in remediation reserve recorded in the second quarter of 2018 for our Perma-Fix of Dayton (“PFD”) subsidiary due to reassessment of the remediation reserve. Our discontinued operations had no revenues for each of the periods noted above.

 

Liquidity and Capital Resources

 

Our cash flow requirements during the nine months ended September 30, 20192020 were primarily financed by our operations, credit facility availability, loan proceeds of $2,500,000 from a loanand the PPP Loan that we consummated on April 1, 2019received under the CARES Act as discussed below (see “Financing Activities” below for further information“CARES Act – PPP Loan”). We generated approximately $3,503,000 cash from our continuing operations. Subject to the impact of the agreement and note) , and the receipt of the $5,000,000 in finite risk sinking funds from AIG in July 2019 resulting from the closure ofCOVID-19 as discussed above, our M&EC facility (see a discussion of this finite risk sinking in “Insurance” below). 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 remaining cash on hand.hand which was approximately $4,811,000 at September 30, 2020. We continue to explore all sources of increasing our capital to supplement our liquidity requirements, when needed, and to improve our revenue and working capital. We are continually reviewing operating costs and are committed toreviewing the possibility of further reducing operating costs and non-essential expenditures to bring them in line with revenue levels, when necessary. Although there are no assurances,At this time, we believe that our cash flows from operations, our available liquidity from our credit facility, and our remaining cash on hand should be sufficient to fund our operations for the next twelve months. As previously discussed,However, due to the uncertainty of COVID-19, there are no assurances such will be the case in the events that certain of our recently implemented strategic plan, which includes expansion into international markets and increasing our contract bid/win ratio, has thus far been successful, which we believe willcustomers continue to help improve our results and liquidity. We further anticipate that over the next few years, we should be abledelay waste shipments and/or elect to fully implement our strategic plan.shut down projects again due to continue surge in outbreak of COVID-19. As previously disclosed, our Medical Segment substantially reduced its R&D costs and activities due to the need for capital to fund such activities. We continue to seek various sources of potential funding for our Medical Segment. We anticipate that our Medical Segment will not resume full R&D activities until it obtains the necessary funding through obtaining its own credit facility or additional equity raise or obtaining new partners willing to fund its R&D activities. If the Medical Segment is unable to raise the necessary capital, the Medical Segment could be required to further reduce, delay or eliminate its R&D program.

 

We are aware that PPP loans in excess of $2,000,000 may be subject to being audited by the appropriate governmental authority. If our PPP Loan is audited, it is currently unknown how our PPP Loan could be affected by an audit. An audit could result, among other things, in us being required to return all or a portion of our PPP Loan (see discussion below as to the PPP Loan under “The CARES Act – PPP Loan”).

39

The following table reflects the cash flow activities during the first nine months of 2019:2020:

 

(In thousands)      
Cash used in operating activities of continuing operations $(3,004)
Cash provided by operating activities of continuing operations $3,503 
Cash used in operating activities of discontinued operations  (459)  (329)
Cash used in investing activities of continuing operations  (812)  (1,484)
Cash provided by investing activities of discontinued operations  100   118 
Cash provided by financing activities of continuing operations  1,055   2,728 
Effect of exchange rate changes in cash  16   (4)
Decrease in cash and finite risk sinking fund (restricted cash) $(3,104)
Increase in cash and finite risk sinking fund (restricted cash) $4,532 

 

At September 30, 2019,2020, we were in a positive cash position with no revolving credit balance. At September 30, 2019,2020, we had cash on hand of approximately $2,441,000,$4,811,000, which includes account balances of our foreign subsidiaries totaling approximately $549,000.$157,000.

 

Operating Activities

 

Accounts receivable, net of allowances for doubtful accounts, totaled $10,781,000$13,442,000 at September 30, 2019,2020, an increase of $3,046,000$264,000 from the December 31, 20182019 balance of $7,735,000.$13,178,000. The increase was primarily due to higher revenue and the timing of invoicing which was reflective of the increase in our unbilled receivables and timing of our accounts receivable collection. We provide a variety of payment terms to our customers; therefore, our accounts receivable are impacted by these terms and the related timing of accounts receivable collections. The amount of our accounts receivables and collection could be materially impacted the longer COVID-19 persists.

Accounts payable, totaled $9,780,000$14,652,000 at September 30, 2019,2020, an increase of $4,283,000$5,375,000 from the December 31, 20182019 balance of $5,497,000.$9,277,000. The increase in accounts payable was also attributed to an increase in costs within our Services Segment resulting from the significant increase in revenue within our Services Segment in the first nine months of 2019.revenue. Additionally, 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 a working capital of $44,000$7,020,000 (which included working capital of our discontinued operations) at September 30, 20192020, as compared to a working capital deficit of $6,753,000$26,000 at December 31, 2018.2019. The improvement in our working capital was primarily due to the result of the receipt of $5,000,000 of finite risk sinking funds on July 22, 2019 previously held as collateral under our 2003 Closure Policy resultingproceeds that we received from the closure of our M&EC facilityPPP Loan under the Paycheck Protection Program (see “Liquidity and Capital Resources – Insurance”“PPP Loan” under “CARES Act” below for a discussion of this finite risk sinking funds)loan) and the $2,500,000 loan proceeds received from the consummation of the Robert Ferguson loan on April 1, 2019 (see “Financing Activities” below for a discussion of this loan). Also, the increasesincrease in our accounts and unbilled receivables resulting from the significant increase in our revenue have positively impacted our working capital. Additionally, the reduction in the monthly principal term loan payment from approximately $101,600 to $35,547 resulting from an amendment that we entered into with our lender on June 20, 2019 has improved our working capital (Liquidity and Capital Resources – Financing Activities” below for a discussion of this amendment to our loan agreement). Our working capital was negatively impacted by the reclassification of approximately $377,000 in remediation reserves within our discontinued operations from long-term to current for anticipated spendingrevenues within the next twelve months. Additionally,Services Segment. The improvement in our working capital was negatively impactedpartially offset by the reclassification of principal payments due within the next twelve months on the Robert Ferguson loan from long-term to current.increase in our accounts payable.

 

Investing Activities

 

For the nine months ended September 30, 2019,2020, our purchases of capital equipment totaled approximately $842,000,$2,371,000, of which $29,000$883,000 was financed,subject to financing, with the remaining funded from cash from operations and our credit facility. These expenditures were made primarily for our Treatment Segment. We have budgeted approximately $1,500,000$2,000,000 for 20192020 capital expenditures (net of financed amounts) for our Treatment and Services Segments to maintain operations and regulatory compliance requirements and continued footprint expansion for one of our Treatment Segment facilities.support revenue growth. Certain of these budgeted projects may either be delayed until later years or deferred altogether. We plan to fund our capital expenditures from cash from operations and/or financing. The initiation and timing of projects are also determined by financing alternatives or funds available for such capital projects.projects, especially in light of the uncertainties that COVID-19 may impact the economy which may have an adverse impact to our results of operations and liquidity.

 

Financing Activities

 

We entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated October 31, 2011 (“Amended Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Amended Loan Agreement had been amended from time to time since the execution of the Amended Loan Agreement. The Amended Loan Agreement, as subsequently amended (“Revised Loan Agreement”), providesprovided us with the following credit facility with a maturity date of March 24, 2021: (a) up to $12,000,000 revolving credit (“revolving credit”) and (b) a term loan (“term loan”) of approximately $6,100,000, which requires monthly installments of approximately $101,600 (based on a seven-year amortization).$6,100,000. The maximum that we can borrow under the revolving credit iswas 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.

 

40

Payment of annual rate of interest due on the revolving credit under the Revised Loan Agreement was at prime (3.25% at September 30, 2020) plus 2% and the term loan at prime plus 2.5%.

On March 29, 2019,May 8, 2020, we entered into an amendmenta Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “New Loan Agreement”) with PNC, replacing our previous Revised Loan Agreement with PNC. The New Loan Agreement provides us with the following credit facility:

up to $18,000,000 revolving credit facility, subject to the amount of borrowings based on a percentage of eligible receivables and subject to certain reserves; and
a term loan of $1,741,818, which requires monthly installments of $35,547.

The New Loan Agreement terminates as of May 15, 2024, unless sooner terminated.

Similar to our Revised Loan Agreement, with our lender underthe New Loan Agreement requires us to meet certain customary financial covenants, including, among other things, a minimum Tangible Adjusted Net Worth requirement of $27,000,000 at all times; maximum capital spending of $6,000,000 annually; and a minimum fixed charge coverage ratio (“FCCR”) requirement of 1.15:1.

Under the New Loan Agreement, payment of annual rate of interest due on the credit facility which provided the following:is as follows:

 

waived our failure to meet the minimum quarterly fixed charge coverage ratio (“FCCR”) requirement for the fourth quarter of 2018;
waived the quarterly FCCR testing requirement for the first quarter of 2019;
revised the methodology to be used in calculating the FCCR in each of the second and third quarters of 2019 (with continued requirement to maintain a minimum 1.15:1 ratio in each of the quarters);
revised the minimum Tangible Adjusted Net Worth requirement (as defined in the Revised Loan Agreement) from $26,000,000 to $25,000,000;
eliminated therevolving credit at prime plus 2.50% or London Inter BankInterBank Offer Rate (“LIBOR”) plus 3.50% and the term loan at prime plus 3.00% or LIBOR plus 4.00%. We can only elect to use the LIBOR interest payment option of paying annual rate of interest due on our term loan and revolving credit untilafter we become compliant with ourmeeting the minimum FCCR requirement again. Prior to this amendment,of 1.15:1; and
Upon the achievement of a FCCR of greater than 1.25:1, we hadhave the option of paying an annual rate of interest due on the revolving credit at prime (5.00% at September 30, 2019) plus 2%2.00% or LIBOR plus 3%3.00% and the term loan at prime plus 2.5%2.50% or LIBOR plus 3.5%;
provided consent for the $2,500,000 loan that we entered into with Robert Ferguson as discussed below.3.50%. We are not allowed to make any principal prepayment onmet this loan until we receive the restricted finite risk sinking funds of approximately $5,000,000 held as collateral by AIG under our financial assurance policy (see “Insurance” below for a discussion of the receipt of this $5,000,000 finite risk sinking funds below); and
revised the annual rate used to calculate the Facility Fee (as definedFCCR in the Revised Loan Agreement) (unused revolving credit line fee) from 0.250% to 0.375%.first, second and third quarters of 2020. Upon meeting the FCCR of 1.25:1, this interest payment option will remain in place in the event that our future FCCR falls below 1.25:1.

 

On June 20, 2019, we entered into another amendment to our Revised Loan Agreement with our lender underUnder the credit facility which providedLIBOR option of interest payment noted above, a LIBOR floor of 0.75% shall apply in the following, among other things:

removal of the FCCR calculation requirement for the second, third and fourth quarter of 2019. Starting in the first quarter of 2020, we will again be required to maintain a minimum FCCR of not less than 1.15 to 1.0 for the four quarter period ending March 31, 2020 and for each fiscal quarter thereafter;
requires us to maintain a minimum Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA” as defined in the Amendment) of at least (i) $475,000 for the one quarter period ending June 30, 2019; (ii) $2,350,000 for the two quarter period ending September 30, 2019; and (iii) $3,750,000 for the three quarter period ending December 31, 2019;
immediate release of $450,000 of the $1,000,000 indefinite reduction in borrowing availability that PNC had previously imposed. Our lender will release another $300,000 of the remaining $550,000 reduction in borrowing availability if we meet our minimum Adjusted EBITDA requirement for the quarter ending September 30, 2019 as discussed above, in addition to us having received no less than $4,000,000 of the restricted finite risk sinking funds held as collateral by AIG under our financial assurance policy (see “Insurance” below for a discussion of the receipt of this finite risk sinking funds below). Our lender will release the final $250,000 reduction in borrowing availability if we meet our Adjusted EBITDA requirement for the three quarter period ending December 31, 2019; and
reduce the term loan monthly principal payment starting July 1, 2019 from $101,600 to approximately $35,547, with the remaining balance of the term loan due at the maturity of the Revised Loan Agreement which is March 24, 2021.

Most of the other terms of the Revised Loan Agreement, as amended, remain principally unchanged. In connection with amendment dated March 29, 2019 and June 20, 2019, we paid our lender a fee of $20,000 and $50,000, respectively.event that LIBOR falls below 0.75% at any point in time.

 

Pursuant to the RevisedNew Loan Agreement, as amended, we may terminate the RevisedNew Loan Agreement as amended, upon 90 days’ prior written notice upon payment in full of itsour obligations under the RevisedNew Loan Agreement, as amended.Agreement. We have agreed to pay PNC 1.0% of the total financing in the event we pay off our obligations on or before May 7, 2021 and 0.5% of the total financing if we pays off our obligations after May 7, 2021 but prior to or on May 7, 2022. No early termination fee shall apply if we pay off our obligations under the New Loan Agreement after March 23, 2019.May 7, 2022.

 

At September 30, 2019,2020, the borrowing availability under our revolving credit was approximately $9,319,000,$16,404,000, based on our eligible receivables and includes an indefinitea reduction ofin borrowing availability of $550,000 that our lender has imposed. Our borrowing availability under our revolving credit was also reduced byapproximately $3,026,000 from outstanding standby letters of credit totaling approximately $2,639,000.credit.

41

Our credit facility under our Revised and New Loan Agreement with our lenderPNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by our lender,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. As discussed above, our lender waived/removed our FCCR testing requirement for each of the quarters in 2019. We met our “Adjusted EBITDA” minimumFCCR requirement in the first, second and third quarters of 2019 in accordance to the amendment dated June 20, 2019 as discussed above.2020. Additionally, we met our remaining financial covenant requirements in the first, second and third quarters of 2019. As a result of us meeting the “Adjusted EBITDA” minimum requirement for the third quarter of 2019, our lender is expected to release $300,000 of the $550,000 reduction in borrowing availability subsequent to the filing of our Form 10-Q for the third quarter 2019.2020. We expect to meet our financial covenant requirements in the next twelve months; however, if we fail to meet any of our financial covenant requirements and our lender does not further waive the non-compliance or revise our covenant so that we are in compliance, our lender could accelerate the repayment of borrowings under our credit facility. In the event that our lender accelerates the payment of our borrowings, we may not have sufficient liquidity to repay our debt under our credit facility and other indebtedness.

 

OnAs previously disclosed, on April 1, 2019, we completed a lending transaction with Robert Ferguson (the “Lender”), whereby we borrowed from the Lender the sum of $2,500,000 pursuant to the terms of a Loan and Security Purchase Agreement and promissory note (the “Loan”). The Lender is a shareholder of the Company. The Lenderours and also currently serves as a consultant to the Companyus in connection with theour Test Bed InitiativesInitiative (“TBI”) at our Perma-Fix Northwest Richland, Inc. facility.(“PFNWR”) subsidiary. The proceeds from the Loan were used for general working capital purposes. The Loan is unsecured, with a term of two years with interest payable at a fixed interest rate of 4.00% per annum. The Loan provides for monthly payments of accrued interest only during the first year of the Loan, with the first interest payment due May 1, 2019 and monthly payments of approximately $208,333 in principal plus accrued interest starting in the second year of the Loan. The Loan also providesallows for prepayment of principal payments over the term of the Loan without penalty. Duringpenalty with such prepayment of principal payments to be applied to the third quartersecond year of 2019,the loan payments at our discretion. Since inception of the loan, we have made total prepayments in principal of $208,000. In connection with the above Loan, the Lender agreed under the terms$936,000, of the Loan and a Subordination Agreement with our credit facility lender, to subordinate payment under the Loan, and agreed that the Loan will be junior in right of payment to the credit facilitywhich $416,000 was made in the eventfirst nine months of default or bankruptcy or other insolvency proceeding by us.2020. In connection with this capital raise transaction described above and consideration for us receiving the Loan, we issued a Warrant (the “Warrant”) to the Lender to purchase up to 60,000 shares of our Common Stock at an exercise price of $3.51 per share, which was the closing bid price for a share of our Common Stock on NASDAQ.com immediately preceding the execution of the Loan and Warrant. The Warrant is exercisable six months from April 1, 2019 and expires on April 1, 2024. The fair value of the Warrant was estimated to be approximately $93,000 using the Black-Scholes option pricing model with the following assumptions: 50.76% volatility, risk free interest rate of 2.31%, an expected life of five years2024 and no dividends.remains outstanding at September 30, 2020. As further consideration for this capital raise transaction relating to the Loan, we also issued 75,000 shares of ourits Common Stock to the Lender. We determined the fair value of the 75,000 shares of Common Stock to be approximately $263,000 which was based on the closing bid price for a share of our Common Stock on NASDAQ.com immediately preceding the execution of the Loan, pursuant to the Loan and Securities Purchase Agreement. The fair value of the Warrant and Common Stock and the related closing fees incurred totaling approximately $398,000 from the transaction totaled approximately $398,000 and was recorded as a debt discount/debt issuance costs, which is being amortized over the term of the loan as interest expense – financing fees. The 75,000 shares of Common Stock, the Warrant and the 60,000 shares of Common Stock that may be purchased under the Warrant were and will be and was issued in a private placement that was and will be exempt from registration under Rule 506 and/or Sections 4(a)(2) and 4(a)(5) of the Securities Act of 1933, as amended (the “Act”) and bear a restrictive legend against resale except in a transaction registered under the Act or in a transaction exempt from registration thereunder.

Upon default,

The CARES Act

PPP Loan

On April 14, 2020, we entered into a promissory note with PNC, our credit facility lender, in the Lender will have the right to elect to receive in full and complete satisfactionamount of our obligationsapproximately $5,666,000 under the PPP (the “PPP Loan”). The PPP was established under the CARES Act and is administered by the SBA. On June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”) was signed into law which amended the CARES Act. The note evidencing the PPP Loan either: (a) the cash amount equalcontains events of default relating to, the sumamong other things, payment defaults, breach of representations and warranties, and provisions of the unpaid principal balance owing underpromissory note. During the third quarter of 2020, we repaid approximately $348,000 of the PPP Loan to PNC resulting from clarification in the loan and all accrued and unpaid interest thereon (the “Payoff Amount”) or (b) upon meeting certain conditions, the number of whole shares of our Common Stock (the “Payoff Shares”) determined by dividing the Payoff Amount by the dollar amount equal to the closing bid price of our Common Stock on the date immediately prior to the date of default, as reported or quoted on the primary nationally recognized exchange or automated quotation system on which our Common Stock is listed; provided however, that the dollar amount of such closing bid price shall not be less than $3.51, the closing bid price for our Common Stock as disclosed on NASDAQ.com immediately preceding the signing of this loan agreement.

If issued, the Payoff Shares will not be registered and the Lender will not be entitled to registration rights with respect to the Payoff Shares. The aggregate number of shares, warrant shares, and Payoff Shares that are or will be issued to the Lender pursuant to the Loan, together with the aggregate shares of our Common Stock and other voting securities owned by the Lender or which may be acquired by the Lender as of the date of issuance of the Payoff Shares, shall not exceed the number of shares of our Common Stock equal to 14.9% of the number of shares of our Common Stock issued and outstanding as of the date immediately prior to the default, less the number of shares of our Common Stock owned by the Lender immediately prior to the date of such default plus the number of shares of our Common Stock that may be acquired by the Lender under warrants and/or options outstanding immediately prior to the date of such default.

On May 13, 2019, we filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on May 22, 2019 at 4:00 p.m. The shelf registration statement gives us the ability to sell up to 2,500,000 shares of our Common Stock from time to time and through one or more methods of distribution, subject to market conditions and the Company’s capital needs at that time. The terms of any offering under the registration statement will be establishedcalculation at the time of the offeringloan origination.

Under the terms of the Flexibility Act, we can apply for and be set forthgranted forgiveness for all or a portion of the PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds by us for eligible payroll costs, mortgage interest, rent and utility costs and the maintenance of employee and compensation levels for the covered period (which is defined as a 24 week period, beginning April 14, 2020, the date in an accompanying prospectus or prospectus supplement relatingwhich proceeds from the PPP Loan was disbursed to us by PNC). At least 60% of such forgiven amount must be used for eligible payroll costs. On October 5, 2020, we applied for forgiveness on repayment of the loan balance as permitted under the program, which is subject to the offering.review and approval of our lender and the SBA. The Company does not have any immediate plans or current commitments to issue shares underapproval of the registration statement. This is not an offer to sell or a solicitation of an offer to buy, nor shall there be a sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Insurance

We have a 25-year finite risk insurance policy entered into in June 2003 (“2003 Closure Policy”) with 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, providedloan forgiveness allows for a maximum allowable coverageperiod of $39,000,000 which included available capacity to allow for annual inflation and other performance and surety bond requirements. As150 days from the submittal of a resultcomplete loan forgiveness application. If all or a portion of the closurePPP Loan is not forgiven, all or the remaining portion of the Company’s M&EC facility,loan will be for a term of two years but can be prepaid at any time prior to maturity without any prepayment penalties. The annual interest rate on July 22, 2019, AIG released $5,000,000the PPP Loan is 1.0% and no payments of principal or interest are due until the finite risk sinking funds held as collateral underdate that the 2003 Closure PolicySBA remits the loan forgiveness amount to us. The finite risk sinking funds received by us are to be used for general working capital needs. In conjunction withour lender. While our PPP Loan currently has a two year maturity, the release of the finite risk sinking funds by AIG, total coverage under the 2003 Closure Policy was amended from $30,549,000 to $19,314,000. Additionally, the maximum allowable coverage under the 2003 Closure Policy was amended from $39,000,000 to approximately $28,177,000 which includes available capacity to allow for annual inflation and other performance and surety bond requirements. At September 30, 2019 and December 31, 2018, finite risk sinking funds contributed byFlexibility Act permits us to the 2003 Closure Policyrequest a five year maturity with our lender which is included in other long term assets on the accompanying Consolidated Balance Sheets totaled $11,236,000 and $15,971,000, respectively, which included interest earned of $1,765,000 and $1,500,000 on the finite risk sinking funds as of September 30, 2019 and December 31, 2018, respectively. Interest income for the three and nine months ended September 30, 2019 was approximately $77,000 and $265,000, respectively. Interest income for the three and nine months ended September 30, 2018 was approximately $82,000 and $212,000, respectively. If we so elects, AIG is obligateddo not expect to pay us an amount equal to 100% of the finite risk sinking fund account balance in return for complete release of liability from both us and any applicable regulatory agency usingrequest at this policy as an instrument to comply with financial assurance requirements.time.

 

 3942 

Deferral of Employment Tax Deposits

The CARES Act, as amended by the Flexibility Act, provides employers the option to defer the payment of an employer’s share of social security taxes beginning on March 27, 2020 through December 31, 2020, with 50% of the amount of social security taxes deferred to become due on December 31, 2021 with the remaining 50% due on December 31, 2022. We elected to defer such taxes starting in mid-April 2020. We estimate the remaining payment of approximately $1,225,000 of social security taxes otherwise due in 2020 will be deferred with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. At September 30, 2020, we have deferred payment of $838,000 in our share of social security taxes, which amount has been included in “other long-term liabilities” in our Consolidated Balance Sheet at September 30, 2020.

 

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, 2019,2020, the total amount of standby letters of credit outstanding wastotaled approximately $2,639,000$3,026,000 and the total amount of bonds outstanding wastotaled approximately $28,213,000.$45,814,000. We also provide closure and post-closure requirements through a financial assurance policy for certain of our Treatment Segment facilities through AIG (See a discussion of this financial assurance policy above).AIG. At September 30, 2020, the closure and post-closure requirements for these facilities were approximately $19,651,000.

 

Critical Accounting Policies and Estimates

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The original guidance required applicationThere were no significant changes in our accounting policies or critical accounting estimates that are discussed in our Annual Report on a modified retrospective basis with the earliest period presented. In July 2018, the FASB issued ASU 2018-11, “Targeted Improvements,” to Topic 842 which included an option to not restate comparative periods in transition and elect to use the effective date of Topic 842 as the date of initial application of transition, which we elected. As a result of the adoption of Topic 842 on January 1, 2019, we recorded both operating lease right-of-use (“ROU”) assets of $2,602,000 and operating lease liabilities of $2,622,000. The cumulative-effect adjustment to our beginning accumulated deficit upon adoption of ASU 2016-02 was considered immaterial. The adoption of Topic 842 had an immaterial impact on our Consolidated Statements of Operations and Cash FlowsForm 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

See “Note 2 – Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” for the recent accounting pronouncements that have been adopted during the first nine months ended September 30, 2019.of 2020, or will be adopted in future periods.

 

Known Trends and Uncertainties

 

Significant Customers. Our Treatment and Services Segments have significant relationships with the U.S and Canadian governmental authorities, and continue to enter into contracts, directly as the prime contractor or indirectly for others as a subcontractor with theto government authorities. The U.S Department of Energy (“DOE”) and U.S. Department of Defense (“DOD”) represent major customers for our Treatment Segment and Services Segments. The contracts that we are a party to with the U.S federal government or with others as a subcontractor to the U.S federal government generally provide that the government may terminate or renegotiate the contracts on 30 days’ notice, at the government’s election. The contracts/task order agreements that we are a party to with Canadian governmental authorities generally provide that the government authorities may terminate the contracts/task order agreements at any time for any reason for convenience. Our inability to continue under existing contracts that we have with the U.S federal government and Canadian government authorities (directly or indirectly as a subcontractor) or significant reductions in the level of governmental funding in any given year could have a material adverse impact on our operations and financial condition. In addition, our U.S. governmental contracts and subcontracts relating to activities at governmental sites are generally subject to termination or renegotiation on 30 days notice at the government’s option. The Task Order Agreements (“TOAs”) with the Canadian government generally provide that the government may terminate a TOA at any time for convenience.

 

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 $28,094,000 or 93.1% and $70,407,000 or 91.3% of our total revenues generated during the three and nine months ended September 30, 2020, respectively, as compared to $19,496,000 or 86.5% and $41,354,000 or 80.5% of our total revenues generated during the three and nine months ended September 30, 2019, respectively,respectively.

43

Coronavirus Impact. The extent of the impact of the COVID-19 pandemic on our business is uncertain and difficult to predict, as comparedthe responses to $8,808,000the pandemic continue to evolve rapidly, especially in light of the recent surge in COVID-19 cases around certain parts of the country. Since the latter part of the second quarter of 2020, all of the projects within our Services Segment that were previously shutdown have restarted as stay-at-home orders and certain other restrictions resulting from the pandemic were lifted. At this time, we continue to experience delays in waste shipment from certain customers within our Treatment Segment directly related to the impact of COVID-19 including generator shutdowns and limited sustained operations, along with other factors. Furthermore, capital markets and economies worldwide continue to be negatively impacted by the COVID-19 pandemic. Such economic disruption could have a material adverse effect on our business as our customers could curtail and reduce capital and overall spending.

The severity of the impact the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, the extent and severity of the impact on our customers, the impact on governmental programs and budgets, the development/approval of treatments or 73.5%vaccines, and $28,075,000how quickly and to what extent normal economic and operating conditions resume, all of which are uncertain and cannot be predicted with any accuracy or 74.3%confidence at this time. Our future results of operations and liquidity could be adversely impacted by continued delays in waste shipments and/or the recurrence of project work shut downs as well as potential partial/full shutdown of any of our total revenues generated during the three and nine months ended September 30, 2018.facilities due to COVID-19.

 

Environmental Contingencies

 

We are engaged in the waste management services segment of the pollution control industry. As a participant in the on-site treatment, storage and disposal market and the off-site treatment and services market, we are subject to rigorous federal, state and local regulations. These regulations mandate strict compliance and therefore are a cost and concern to us. Because of their integral role in providing quality environmental services, we make every reasonable attempt to maintain complete compliance with these regulations; however, even with a diligent commitment, we, along with many of our competitors, may be required to pay fines for violations or investigate and potentially remediate our waste management facilities.

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

 

Our subsidiaries where remediation expenditures will be made are at three sites within our discontinued operations. While no assurances can be made that we will be able to do so, we expect to fund the expenses to remediate these sites from funds generated from operations.

 

At September 30, 2019,2020, we had total accrued environmental remediation liabilities of $877,000, of which $418,000 is recorded as a current liability, which reflects$854,000, a decrease of $10,000$73,000 from the December 31, 20182019 balance of $887,000.$927,000. The decrease of $10,000 represents payments made on remediation projects atfor our Perma-Fix of South Georgia, Inc. and Perma-Fix of Dayton, Inc. subsidiary.subsidiaries. At September 30, 2020, $744,000 of the total accrued environmental liabilities was recorded as current.

 

44

Item 3.Quantitative and Qualitative Disclosures about Market Risks

 

Not applicable

 

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, 2019

2020

(b)Changes in internal control over financial reporting.
  
 Effective January 1, 2019, we adopted ASU No. 2016-02, “Leases (Topic 842)” and ASU 2018-11, “Targeted Improvements” (collectively referred to as “Topic 842”). Although the adoption of Topic 842 did not have a material impact to our Consolidated Statements of Operations and Cash Flows for the nine months ended September 30, 2019, we implemented changes to our internal controls related to the lease accounting standards. These changes included performing a comprehensive lease scoping analysis to identify and evaluate each of our lease categories and implementing procedures to calculate ROU assets and lease liabilities values for our leases.

There was no other change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1.Legal Proceedings

 

There are no additional 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, 2018, which2019 and Part II – Other Information – Item 1 of our Form 10-Q for the quarter ended March 31, 2020. Additionally, there has been no other material change in legal proceedings previously disclosed in Part II – Other Information – Item 1 of our Form 10-Q for the quarter ended June 30, 2020 except the following:

During July 2020, Tetra Tech EC, Inc. (“Tetra Tech”) filed a complaint in the United States District Court for the Northern District of California against CH2M Hill, Inc. (“CH2M”) and four subcontractors of CH2M, including the Company (“defendants”). The complaint alleges claims for negligence, negligent misrepresentation and equitable indemnification 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 complaint alleges that the subject draft reports were prepared negligently and in a biased manner, made public, and caused damage to Tetra Tech’s reputation; triggering related lawsuits and costing it opportunities for both government and commercial contracts.

At this time, we do not believe we have any liability to Tetra Tech. We have provided notice of this lawsuit to our insurance carrier. Our insurance carrier is incorporated herein by reference.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.

45

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, 20182019 and Form 10-Q for the three monthsquarters ended March 31, 2019.2020 and June 30, 2020.

 

Item 6.Exhibits

 

(a)Exhibits

 4.1 Eleventh Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement and Waiver between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated March 29, 2019, as incorporated by reference from Exhibit 4.14 to the Company’s 2018 Form 10-K filed on April 1, 2019.
4.2Twelfth Amendment toSecond Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services, Inc. and PNC Bank, National Association (as Lender and Perma-Fix Environmental Services, Inc.as Agent), dated June 20, 2019, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q filed on May 12, 2020.
4.2Payment Protection Program Term Note dated April 11, 2020, by and between Perma-Fix Environmental Services, Inc. and PNC Bank, National Association, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on June 21, 2019.April 15, 2020.
10.1Employment Agreement dated July 22, 2020 between Mark Duff, Chief Executive Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on July 27, 2020.
10.2Employment Agreement dated July 22, 2020 between Louis Centofanti, EVP of Strategic Initiatives, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on July 27, 2020.
10.3Employment Agreement dated July 22, 2020 between Ben Naccarato, Chief Financial Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on July 27, 2020.
10.4Employment Agreement dated July 22, 2020 between Andrew Lombardo, EVP of Nuclear and Technical Services, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on July 27, 2020.
10.5Employment Agreement dated July 22, 2020 between Richard Grondin, EVP of Waste Treatment Operations, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on July 27, 2020.
10.62020 Incentive Compensation Plan for Richard Grondin, our new EVP of Treatment Waste Operations, effective January 1, 2020, as incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on July 27, 2020.
10.72020 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2020, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on January 22, 2020.
10.82020 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2020, as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on January 22, 2020.
10.92020 Incentive Compensation Plan for Executive Vice President of Strategic Initiatives, effective January 1, 2020, as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on January 22, 2020.
10.102020 Incentive Compensation Plan for Executive Vice President of Nuclear and Technical Services, effective January 1, 2020, as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on January 22, 2020.

46

10.11Incentive Stock Option Agreement, dated October 19, 2017, between Perma-Fix Environmental Services, Inc. and Richard Grondin, as incorporated by reference from Exhibit 99.11 to the Company’s Form 8-K filed on July 27, 2020.
10.12Incentive Stock Option Agreement, dated January 17, 2019, between Perma-Fix Environmental Services, Inc. and Richard Grondin, as incorporated by reference from Exhibit 99.12 to the Company’s Form 8-K filed on July 27, 2020.
 31.1 Certification by Mark Duff, Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
 31.2 Certification by Ben Naccarato, Chief Financial Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
 32.1 Certification by Mark Duff, Chief Executive Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
 32.2 Certification by Ben Naccarato, Chief Financial Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
 101.INS XBRL Instance Document*
 101.SCH XBRL Taxonomy Extension Schema Document*
 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
 101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
 101.LAB XBRL Taxonomy Extension Labels Linkbase Document*
 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

 

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

 

 4247 

 

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 7, 20195, 2020By:/s/ Mark Duff
  Mark Duff
  President and Chief (Principal) Executive Officer
  
Date: November 7 , 20195, 2020By:/s/ Ben Naccarato
  Ben Naccarato
  Chief (Principal) Financial Officer

48