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PERMA FIX ENVIRONMENTAL SERVICES INC

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

PESI$14.05+9.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001493152-25-011689

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001493152-25-021473

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 85 previous paragraphs and 87 current paragraphs.

29 unchanged; 47 reworded; 11 added; 9 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 13 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

See “Results of Operations” below for discussions of certain financial metrics pertaining to our operations, which includes our two reportable segments.

Current report

Effective October 1, 2025, the federal government went into a partial shutdown from failure to pass a new fiscal year funding bill. As a result of the government shutdown, we have been recently informed by certain government related clients that waste shipments are likely to be delayed until the government shutdown is resolved. Although the impact of the government shutdown has been limited at this time, a prolonged shutdown may materially impact our results of operations and liquidity (See “Known Trends and Uncertainties – Federal Funding” within this MD&A for a discussion of the impacts that a prolonged federal government shutdown may have on our results of operations). We believe that potential negative impact to our results of operations and liquidity from a prolonged government shutdown may be lessened by our Treatment Segment backlog, along with increased receipts from international and commercial clients.

Current report

Summary – Three and Nine Months Ended September 30, 2025, and 2024

Current report

Consolidated revenues increased $1,544,000 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, as follows:

Current report

Cost of goods sold decreased $3,809,000 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, as follows:

Current report

We use an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate, to determine our quarterly provision for income taxes.

Current report

On September 25, 2025, our PFNWR, entered into a Collective Bargaining Agreement (the “CBA”) that became effective October 1, 2025, with the United Association of Plumbers and Steamfitters Local Union 598 (the “Union”). The CBA covers seventy-one (71) production employees (“Covered Employees”) at our PFNWR facility, and its purpose is to attempt to maintain a skilled and stabilized labor force for its waste treatment operations.

Current report

The CBA generally governs, among other things, the Covered Employees’ compensation, vacation/holiday/sick pay, and working conditions. The CBA provides for annual base hourly wage increases for Covered Employees equal to one percent (1%) plus the annual percentage change in the Consumer Price Index for All Urban Consumers (CPI-U), Western Region Average. We continue to offer our healthcare benefits and 401k plan to the Covered Employees under the CBA.

Current report

The term of the CBA is October 1, 2025 through October 1, 2030, and the CBA renews automatically on an annual basis thereafter, unless either PFNW or the Union gives written notice at least sixty (60) days prior to October 1, 2030 of its intent to modify or terminate the CBA.

Current report

*Federal Funding.*As previously disclosed, a significant portion of our revenue is generated through contracts entered into indirectly as subcontractors for prime contractors or directly as a prime contractor to federal government. Government funding levels in general have uncertainties associated with planned federal projects and procurements. On October 1, 2025, the U.S. federal government entered into a partial shutdown as Congress failed to pass a new fiscal year funding bill. As a result of the government shutdown, we have been recently informed by certain government related clients that waste shipments are likely to be delayed until the government shutdown is resolved. Although the impact of the government shutdown has been limited at this time, a prolonged shutdown may create uncertainty and disruption for us from additional delayed and/or cancelled waste shipments, suspension and/or slowdown of active projects, and/or delayed/cancelled procurement requests. Additionally, the recent government shutdown has resulted in furloughed and terminated employees which may result in contract award delays, delayed payments for services already rendered and restricted communication with agency counterparts who may not be working. These aforementioned impacts could negatively impact our result of operations and liquidity, the extent of which is unknown at this time. However, we believe that negative impact to our results of operations and liquidity from a prolonged government shutdown may be lessened by our Treatment Segment backlog, along with increased receipts from international and commercial clients.
Removed paragraphs (9)

Previous report

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

Previous report

See below “Results of Operations” for further discussions of our financial results for the three and six months ended June 30, 2025 as compared to the corresponding period of 2024.

Previous report

We are attempting to make strategic improvements to our plants and equipment and bolster our operational staff to maximize our revenue production capabilities. We are continually monitoring our operating costs to ensure alignment with our revenue level.

Previous report

See “Federal Funding” and “Market Trends and Uncertainties” in “Known Trends and Uncertainties” within this MD&A for a discussion of factors that could negatively impact our results of operations for the remainder of 2025.

Previous report

Summary – Three and Six Months Ended June 30, 2025 and 2024

Previous report

Consolidated revenues increased $902,000 for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, as follows:

Previous report

Cost of goods sold decreased $3,228,000 for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, as follows:

Previous report

The increase in our purchases of property and equipment in the six months ended June 30, 2025, as compared to the corresponding period of 2024 was primarily due to capital expenditures made in connection with our PFAS technology and plant improvements and equipment purchases related to increased productivity and safety measures.

Previous report

*Federal Funding.*As previously disclosed, a significant portion of our revenue is generated through contracts entered into indirectly as subcontractors for prime contractors or directly as a prime contractor to federal government. Government funding levels in general have uncertainties associated with planned federal projects and procurements. Our results of operations in the first half of 2025 were adversely impacted in part, by delays in procurements which, we believe, resulted directly from changes in the administration and supporting policies. We anticipate these changes should stabilize in the near future as new leadership within the DOE and other primary federal clients nominate and confirm leadership into each agency. Although we believe the recently proposed White House Budget and subsequent OMB (The Office of Management and Budget) published funding levels do not appear to suggest significant impacts to opportunities for the Company, we continue to be subjected to changes in spending priorities of government entities that we do business with which could negatively impact our financial results by impairing our ability to perform work on existing contracts, delaying or cancelling procurement actions and waste shipments by government entities, and /or cause other disruptions or delays.
Reworded paragraphs (47)

Previous wording

Our results of operations for the second quarter of 2025 reflect marginal improvements from the corresponding period of 2024. Overall revenue increased by $600,000 or 4.3% to $14,586,000 for the three months ended June 30, 2025, from $13,986,000 in the same period of 2024. The increase was entirely from our Treatment Segment where revenue increased by $3,054,000 or approximately 36.6% to $11,397,000 for the three months ended June 30, 2025, from $8,343,000 in the same period of 2024. The increase in Treatment Segment revenue was primarily due to increased waste volume and higher averaged price waste from waste mix. With the increase in waste receipts within our Treatment Segment, production challenges were realized that adversely impacted revenue; however, we believe that these issues have been resolved through automation and operational adjustments. Services Segment revenue decreased $2,454,000 or 43.5% to $3,189,000 for the three months ended June 30, 2025, from $5,643,000 for the same period of 2024. The decrease was attributed in part, to delays in project mobilizations from existing contracts along with delays in procurements resulting from changes to the new Administration and supporting policies that continued into the second quarter of 2025. We anticipate these changes should stabilize in the near future as new leadership within the U.S. Department of Energy (“DOE”) and other primary federal clients nominate and confirm leadership into each agency. Gross profit increased $2,853,000 or 218.5% for the three months ended June 30, 2025, as compared to the corresponding period of 2024. Selling, General, and Administrative (“SG&A”) expenses increased by $675,000 or 19.5% for the three months ended June 30, 2025, as compared to the corresponding period of 2024.

Current wording

Our revenue for the third quarter of 2025 reflects improvements from the corresponding period of 2024. Overall revenue increased by $642,000 or 3.8% to $17,454,000 for the three months ended September 30, 2025, from $16,812,000 in the same period of 2024. The increase was entirely from our Treatment Segment where revenue increased by $4,050,000 or approximately 44.7% to $13,114,000 for the three months ended September 30, 2025, from $9,064,000 in the same period of 2024. The increase in Treatment Segment revenue was primarily due to increased waste volume and higher averaged price waste from waste mix, which included increased revenue generated from both international and commercial clients. Services Segment revenue decreased $3,408,000 or 44.0% to $4,340,000 for the three months ended September 30, 2025, from $7,748,000 for the same period of 2024. The decrease in revenue in the Services Segment was attributed in part, to delays in project mobilizations from certain existing contracts along with delays in project awards primarily from government related entities. Gross profit increased $1,223,000 or 91.7% for the three months ended September 30, 2025, as compared to the corresponding period of 2024. Selling, General, and Administrative (“SG&A”) expenses increased by $451,000 or 12.4% for the three months ended September 30, 2025, as compared to the corresponding period of 2024.

Previous wording

Our overall revenue increased by $902,000 or 3.3% to $28,505,000 for the six months ended June 30, 2025, from $27,603,000 for the corresponding period of 2024. Similar to the second quarter of 2025, the increase was entirely from our Treatment Segment where revenue increased by $3,531,000 or approximately 20.7% to $20,583,000 for the six months ended June 30, 2025, from $17,052,000 in the same period of 2024. The increase in Treatment Segment revenue was primarily due to increased waste volume and higher averaged price waste from waste mix. Services Segment revenue decreased $2,629,000 or 24.9% to $7,922,000 for the six months ended June 30, 2025, from $10,551,000 for the same period of 2024 primarily due to the same reasons as discussed above for the three months ended June 30, 2025. We generated a gross profit of $2,204,000 for the six months ended June 30, 2025, as compared to a gross loss of $1,926,000 for the corresponding period of 2024, reflecting an overall increase in gross profit of $4,130,000 or 214.4%. SG&A expenses increased by $1,146,000 or 16.4% for the six months ended June 30, 2025, as compared to the corresponding period of 2024.

Current wording

Our overall revenue increased by $1,544,000 or 3.5% to $45,959,000 for the nine months ended September 30, 2025, from $44,415,000 for the corresponding period of 2024. Similar to the third quarter of 2025, the increase was entirely from our Treatment Segment where revenue increased by $7,580,000 or approximately 29.0% to $33,696,000 for the nine months ended September 30, 2025, from $26,116,000 in the same period of 2024. The increase in Treatment Segment revenue was primarily due to increased waste volume and higher averaged price waste from waste mix, which included increased revenue generated from both international and commercial clients. Services Segment revenue decreased $6,036,000 or 33.0% to $12,263,000 for the nine months ended September 30, 2025, from $18,299,000 for the same period of 2024 due in part, to delays in project mobilizations from certain existing contracts and delays in procurements that resulted from changes to the new Administration and supporting policies that occurred in the first half of 2025. We generated an overall gross profit of $4,761,000 for the nine months ended September 30, 2025, as compared to a gross loss of $592,000 for the corresponding period of 2024, reflecting an increase in gross profit of $5,353,000 or 904.2%. SG&A expenses increased by $1,597,000 or 15.0% for the nine months ended September 30, 2025, as compared to the corresponding period of 2024.

Previous wording

Although we saw marginal improvements in our financial results in the second quarter of 2025 and the six months ended June 30, 2025, as compared to the corresponding periods of 2024, our results of operations for these periods did not meet our expectation. However, we believe we are well positioned for continued improvements in the second half of 2025. Our Treatment backlog stands at approximately $13,151,000, an increase of $5,292,000 or 67.3% from the December 31, 2024, balance of $7,859,000. Additionally, in December 2024, BWXT Technologies and its team, of which we are a member, were awarded the West Valley Project contract for the cleanup operations at the West Valley Development Project in West Valley, New York. The contract has a 10-year ordering period with a maximum value of up to $3 billion that can be performed for up to 15 years. We expect revenue contribution from this project in the second half of 2025 as our scope under the contract is further defined, approved and transitions into operation. Also, we expect that the DFLAW program at Hanford, Washington will begin initial tank waste treatment operations in the fourth quarter of 2025 which we believe our PFNWR facility is well-positioned to support. We continue to focus on increasing our expansion into the international markets which is reflected in revenue generated from foreign entities of approximately $3,589,000 for the six months ended June 30, 2025, as compared to $1,030,000 for the corresponding period of 2024, an increase of $2,559,000 or 248.4%. Finally, we continue our aggressive approach in research and development (“R&D”), sales and marketing efforts and capital expenditures of our new PFAS technology which adversely impacted our results of operations for the first six months of 2025 (See “Known Trends and Uncertainties – New Processing Technology” for a discussion of our new technology).

Current wording

We have seen steady improvements in our revenue and results of operations in each of the quarters in 2025. We believe we are positioned for improvements in the fourth quarter of 2025 and in 2026 (see a discussion of the recent federal government shutdown that may impact our results of operations below). Our Treatment Segment backlog stands at approximately $15,396,000 as of September 30, 2025, an increase of $7,537,000 or 95.9% from the December 31, 2024, balance of $7,859,000. In December 2024, BWXT Technologies and its team, of which we are a member, were awarded the West Valley Project contract for the cleanup operations at the West Valley Development Project in West Valley, New York. The contract has a 10-year ordering period with a maximum value of up to $3 billion for all of the services rendered by all members of the team that are performed for up to 15 years. Revenue contributed from this contract has been and is expected to be limited in 2025; however, we expect revenue to ramp up in 2026 as our scope under the contract is further defined, approved and transitions into operation. Also, we believe that our Perma-Fix Northwest Richland, Inc. (“PFNWR”) facility is positioned to support the DFLAW program at Hanford, Washington as hot commissioning of the Low-Activity Waste Vitrification Facility at Hanford has begun and is working toward full waste treatment operations. We continue to focus on increasing our expansion into the international markets which is reflected in revenue generated from foreign entities of approximately $4,893,000 for the nine months ended September 30, 2025, as compared to $1,377,000 for the corresponding period of 2024, an increase of $3,516,000 or 255.3%. Finally, we continue our aggressive approach in research and development (“R&D”), sales and marketing efforts and capital expenditures of our new PFAS technology which adversely impacted our results of operations for the first nine months of 2025 (See “Known Trends and Uncertainties – New Processing Technology” for a discussion of our new technology). We are continually monitoring our operating costs to ensure alignment with our revenue level.

Previous wording

Our Treatment and Services Segments’ business continues to be heavily dependent on services that we provide to federal governmental clients, primarily as subcontractors for others who are contractors to government entities or directly as the prime contractor. We believe demand for our services will continue to be subject to fluctuations due to a variety of factors beyond our control, including, without limitation, current economic and political conditions, government reductions, COVID like events, government budget issues and the manner in which the applicable government authority will be required to spend funding to remediate various sites. In addition, our governmental contracts and subcontracts relating to activities at federal governmental sites are generally subject to termination for convenience at any time, at the government’s option. Significant reductions in the level of governmental funding or specifically mandated levels for different programs that are important to our business could have a material adverse impact on our business, financial position, results of operations, and cash flows.

Current wording

Our Treatment and Services Segments’ business continue to be heavily dependent on services that we provide to federal governmental clients, primarily as subcontractors for others who are contractors to government entities or directly as the prime contractor. We believe demand for our services will continue to be subject to fluctuations due to a variety of factors beyond our control, including, without limitation, current economic and political conditions, government reductions, government budget issues, government shutdown and the manner in which the applicable government authority will be required to spend funding to remediate various sites. In addition, our governmental contracts and subcontracts relating to activities at federal governmental sites are generally subject to termination for convenience at any time, at the government’s option. Significant reductions in the level of governmental funding, government shutdown 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, liquidity and cash flows.

Previous wording

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

Current wording

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

Previous wording

Consolidated revenues increased $600,000 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, as follows:

Current wording

Consolidated revenues increased $642,000 for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, as follows:

Previous wording

(1) Includes wastes generated by government clients of $567,000 and $608,000 for the three months ended June 30, 2025, and the corresponding period of 2024, respectively.

Current wording

(1) Includes waste generated by government clients of $560,000 and $784,000 for the three months ended September 30, 2025, and the corresponding period of 2024, respectively.

Previous wording

Treatment Segment overall revenue increased by $3,054,000 or 36.6% for the three months ended June 30, 2025, over the same period in 2024. The overall increase in revenue in the Treatment Segment was primarily due to higher waste volume and higher averaged price waste from waste mix. Our Treatment Segment revenue was also positively impacted by our international initiatives, which resulted in an increase in revenue of approximately $558,000 or 150.8% in revenue as compared to the same period of last year. Services Segment revenue decreased by approximately $2,454,000 or 43.5%. The decrease in revenue in the Services Segment was due to reasons as discussed in the “Overview” section. Additionally, our Services Segment revenues are project based; as such, the scope, duration, and completion of each project vary.

Current wording

Treatment Segment revenue increased by $4,050,000 or 44.7% for the three months ended September 30, 2025, over the same period in 2024. The overall increase in revenue in the Treatment Segment was primarily due to higher waste volume and higher averaged price waste from waste mix. Our Treatment Segment revenue was also positively impacted by our international initiatives, which resulted in an increase in revenue from international customers of approximately $798,000 or 310.5% as compared to the same period of last year. Services Segment revenue decreased by approximately $3,408,000 or 44.0%. The decrease in revenue in the Services Segment was due to reasons as discussed in the “Overview” section. Additionally, our Services Segment revenues are project based; as such, the scope, duration, and completion of each project vary.

Previous wording

(1) Includes wastes generated by government clients of $1,007,000 and $1,236,000 for the six months ended June 30, 2025, and the corresponding period of 2024, respectively.

Current wording

(1) Includes waste generated by government clients of $1,569,000 and $2,330,000 for the nine months ended September 30, 2025, and the corresponding period of 2024, respectively.

Previous wording

Treatment Segment overall revenue increased by $3,531,000 or 20.7% for the three months ended June 30, 2025, over the same period in 2024. The overall increase in revenue in the Treatment Segment was primarily due to higher waste volume and higher averaged price waste from waste mix. Our Treatment Services Segment revenue was also positively impacted by our international initiatives, which resulted in an increase in revenue of approximately $2,580,000 or 315.8% as compared to the same period of last year. Services Segment revenue decreased by approximately $2,629,000 or 24.9%. The decrease in revenue in the Services Segment was due to reasons as discussed in the “Overview” section. Additionally, our Services Segment revenues are project based; as such, the scope, duration, and completion of each project vary.

Current wording

Treatment Segment overall revenue increased by $7,580,000 or 29.0% for the three months ended September 30, 2025, over the same period in 2024. The overall increase in revenue in the Treatment Segment was primarily due to higher waste volume and higher averaged price waste from waste mix. Our Treatment Segment revenue was also positively impacted by our international initiatives, which generated an increase in revenue of approximately $3,378,000 or 314.5% as compared to the same period of last year. Services Segment revenue decreased by approximately $6,036,000 or 33.0%. The decrease in revenue in the Services Segment was due to reasons as discussed in the “Overview” section. Additionally, our Services Segment revenues are project based; as such, the scope, duration, and completion of each project vary.

Previous wording

Cost of goods sold decreased $2,253,000 for the quarter ended June 30, 2025, as compared to the quarter ended June 30, 2024, as follows:

Current wording

Cost of goods sold decreased $581,000 for the quarter ended September 30, 2025, as compared to the quarter ended September 30, 2024, as follows:

Previous wording

Cost of goods sold for the Treatment Segment increased by approximately $291,000 or 3.1%. Treatment Segment’s overall fixed costs were higher by approximately $682,000 resulting from the following: salaries and payroll related expenses were higher by approximately $665,000 due to additional headcount; maintenance expenses were higher by approximately $38,000; depreciation expenses were higher by $25,000; travel expense were higher by $21,000; general expenses were higher by $11,000; and regulatory expenses were lower by $78,000. Treatment Segment’s variable costs decreased by approximately $391,000 primarily due to lower disposal costs of $758,000 and lower outside services costs of $86,000, offset by overall higher material and supplies, transportation and other costs of approximately $453,000. Within our Treatment Segment, variable cost categories can fluctuate based on waste mix. Services Segment cost of goods sold decreased $2,544,000 or 44.2% primarily due to lower revenue. The decrease in cost of goods sold was primarily due to overall lower salaries/payroll related, outside services, and travel costs totaling approximately $2,500,000; lower regulatory costs of $24,000; lower general expenses of $13,000 in various categories; and lower depreciation expense of approximately $7,000. Included within cost of goods sold is depreciation and amortization expense of $423,000 and $405,000 for the three months ended June 30, 2025, and 2024, respectively.

Current wording

Cost of goods sold for the Treatment Segment increased by approximately $2,194,000 or 25.4%, primarily due to increased revenue. Treatment Segment’s variable costs increased by approximately $1,544,000 primarily due to overall higher material and supplies, disposal and transportation costs. Within our Treatment Segment, variable cost categories can fluctuate based on waste mix. Treatment Segment’s overall fixed costs were higher by approximately $650,000 resulting from the following: salaries and payroll related expenses were higher by approximately $471,000 which included higher salary expenses from cost of living adjustments (“COLA”) that became effective during the quarter; overall general expenses were higher by approximately $261,000 in various categories which included higher utility expenses of approximately $103,000; travel expense were higher by $66,000; and maintenance expenses were lower by approximately $148,000 as in the second and third quarter of 2024, the Treatment Segment experienced unexpected equipment breakdowns that required replacements or repairs. Services Segment cost of goods sold decreased $2,775,000 or 40.7% primarily due to lower revenue. The decrease in cost of goods sold was primarily due to overall lower salaries/payroll related, outside services, and travel costs totaling approximately $2,480,000; lower depreciation expenses of approximately $16,000; and overall lower material and supplies, disposal, regulatory and lab costs totaling approximately $279,000. Included within cost of goods sold is depreciation and amortization expense of $412,000 and $408,000 for the three months ended September 30, 2025, and 2024, respectively.

Previous wording

Cost of goods sold for the Treatment Segment increased by approximately $466,000 or 2.5%. Treatment Segment’s overall fixed costs were higher by approximately $1,225,000 resulting from the following: salaries and payroll related expenses were higher by $1,221,000 due to higher headcount. Additionally, salaries and payroll related expenses were higher in the first six months of 2025 as more employees took vacation time in the first six months of 2024 resulting in more hours charged to vacation accrual account; general expenses were higher by $124,000 primarily due to higher utility costs; maintenance expenses were higher by approximately $52,000; depreciation expenses were higher by $42,000; and regulatory expenses were lower by approximately $218,000. Treatment Segment’s variable costs decreased by approximately $759,000 primarily due to lower disposal costs of $2,107,000 and lower outside services costs of $79,000, offset by overall higher material and supplies, transportation and other costs of approximately $1,427,000. Within our Treatment Segment, variable cost categories can fluctuate based on waste mix. Services Segment cost of goods sold decreased $3,694,000 or 32.9% primarily due to lower revenue. The decrease in cost of goods sold was primarily due to overall lower salaries/payroll related, outside services, and travel costs totaling approximately $4,012,000; lower depreciation expenses totaling approximately $8,000; lower regulatory costs of $39,000; lower general expenses of approximately $104,000 in various categories; and overall higher material and supplies, lab and disposal costs totaling approximately $469.000. Included within cost of goods sold is depreciation and amortization expense of $845,000 and $810,000 for the six months ended June 30, 2025, and 2024, respectively.

Current wording

Cost of goods sold for the Treatment Segment increased by approximately $2,659,000 or 9.9%. Treatment Segment’s variable costs increased by approximately $784,000 primarily due to the following: overall material and supplies, lab, and transportation costs were higher by approximately $2,281,000; variable payroll costs (overtime) were higher by approximately $323,000 due to increased waste volume production; and disposal costs were lower by approximately $1,820,000. Within our Treatment Segment, variable cost categories can fluctuate based on waste mix. Treatment Segment’s overall fixed costs were higher by approximately $1,875,000 resulting from the following: salaries and payroll related expenses were higher by $1,691,000 due to higher headcount and COLA effected during the third quarter of 2025; general expenses were higher by $378,000 primarily due to higher utility costs; travel expenses were higher by approximately $70,000; depreciation expenses were higher by $62,000 due to more finance leases and equipment purchases; maintenance expenses were lower by approximately $97,000 as the in the prior year, the Treatment Segment experienced unexpected equipment breakdowns that required replacements and repairs; and regulatory expenses were lower by approximately $229,000 from fewer regulatory matters. Services Segment cost of goods sold decreased $6,468,000 or 35.8% primarily due to lower revenue. The decrease in cost of goods sold was primarily due to overall lower salaries/payroll related, outside services, and travel costs totaling approximately $6,492,000; lower depreciation expenses totaling approximately $24,000 as certain equipment became fully depreciated in 2025; lower general expenses of approximately $106,000 in various categories; and overall higher material and supplies, disposal, and regulatory costs totaling approximately $154,000. Included within cost of goods sold is depreciation and amortization expense of $1,256,000 and $1,218,000 for the nine months ended September 30, 2025, and 2024, respectively.

Previous wording

Gross profit for the quarter ended June 30, 2025, increased $2,853,000 over the same period in 2024, as follows:

Current wording

Gross profit for the quarter ended September 30, 2025, increased $1,223,000 over the same period of 2024, as follows:

Previous wording

Treatment Segment gross profit increased by $3,065,000 or approximately 245.4% and gross margin increased to 8.8% % from (7.3)% primarily due to higher revenue from higher waste volume and higher averaged price from waste mix. The increase in fixed costs within the Treatment Segment negatively impacted gross profit and gross margin. Services Segment gross profit increased by $1,065,000 or approximately 157.3% and gross margin improved from (6.4)% to 4.9%. Similar to the second quarter of 2025, the increases were attributed primarily to overall improved margin on projects and lower fixed costs which were offset by the impact of lower revenue. Our Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

Current wording

Treatment Segment gross profit increased by $1,856,000 or approximately 452.7% and gross margin increased to 17.3% % from 4.5% primarily due to higher revenue from higher waste volume and higher averaged price from waste mix. The increase in fixed costs within the Treatment Segment negatively impacted gross profit and gross margin. Services Segment gross profit decreased by $633,000 or approximately 68.5% and gross margin decreased to 6.7% from 11.9%. The decreases were attributed primarily to lower revenue. Our Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

Previous wording

Gross profit for the six months ended June 30, 2025, increased $4,130,000 over 2024, as follows:

Current wording

Gross profit for the nine months ended September 30, 2025, increased $5,353,000 over the same period in 2024, as follows:

Previous wording

Treatment Segment gross profit increased by $2,763,000 or approximately 230.8% and gross margin increased to 13.7% % from (14.3)% primarily due to higher revenue from higher waste volume and higher averaged price from waste mix. The increase in fixed costs within the Treatment Segment negatively impacted gross profit and gross margin. Services Segment gross profit increased by $90,000 or approximately 82.6% and gross margin improved slightly from (1.9)% to (0.6)%. The increases were attributed primarily to overall improved margin on projects and lower fixed costs which were offset by the impact of lower revenue. Our Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

Current wording

Treatment Segment gross profit increased by $4,921,000 or approximately 586.5% and gross margin increased to 12.1% % from (3.2)% primarily due to higher revenue from higher waste volume and higher averaged price from waste mix. The increase in fixed costs within the Treatment Segment negatively impacted gross profit and gross margin. Services Segment gross profit increased by $432,000 or approximately 174.9% and gross margin improved from 1.3% to 5.5%. The increases were attributed primarily to overall improved margin on projects and lower fixed costs which were offset by the impact of lower revenue. Our Services Segment gross margin is impacted by our current projects which are competitively bid on and will therefore, have varying margin structures.

Previous wording

SG&Aexpenses increased $675,000 for the three months ended June 30, 2025, as compared to the corresponding period for 2024, as follows:

Current wording

SG&Aexpenses increased $451,000 for the three months ended September 30, 2025, as compared to the corresponding period for 2024, as follows:

Previous wording

Administrative SG&A expenses were higher primarily due to higher salaries, payroll related expenses and stock option compensation expenses totaling approximately $203,000. The hiring of the Company’s new COO in January 2025 contributed to this increase. Additionally, salaries and payroll related expenses were higher in the first six months of 2025 as more employees took vacation time in the first six months of 2024 resulting in more hours charged to vacation accrual account. The remaining higher expenses in Administrative SG&A expenses were primarily due to higher outside services expenses by approximately $228,000 from more legal, consulting and business matters, higher general expenses of approximately $21,000 in various categories and higher travel expenses of approximately $27,000 due to more travel by senior management. Treatment Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses were higher by approximately $414,000 as more employee hours were allocated to marketing initiatives of our new PFAS technology and overall business development; bad debt expenses were higher by approximately $31,000; general expense were higher by approximately $120,000 in various categories (which include higher tradeshow expense of approximately $53,000); travel expenses were higher by $11,000; and outside services expenses were lower by approximately $10,000. Services Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses were higher by approximately $29,000 as more employee hours were spent on bid and proposals in the second quarter of 2025 as discussed above; general expenses were higher by approximately $41,000 in various categories; outside services expenses were higher by approximately $29,000 due to more consulting matters; and travel expense were slightly higher by approximately $2,000. Included in SG&A expenses is depreciation and amortization expense of $28,000 and $52,000 for the six months ended June 30, 2025, and 2024, respectively.

Current wording

Administrative SG&A expenses were higher primarily due to higher salaries, payroll related expenses and stock option compensation expenses totaling approximately $149,000. The hiring of the Company’s Chief Operation Officer (“COO”) in January 2025 and COLA effected during the third quarter of 2025 contributed to this increase. The remaining higher expenses in Administrative SG&A expenses were primarily due to higher outside services expenses of approximately $93,000 from more legal and business-related matters, higher general expenses by approximately $10,000 in various categories and higher travel expenses of approximately $19,000 due to more travel by senior management. Treatment Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses were higher by approximately $204,000 as more employee hours were allocated to marketing initiatives of our new PFAS technology and overall business development; general expense were higher by approximately $37,000 in various categories; travel expenses were higher by $16,000; and outside services expenses were lower by approximately $8,000 from fewer consulting matters. Services Segment SG&A expenses were lower primarily due to lower salaries and payroll related expenses of approximately $96,000 as fewer employee hours were allocated in supporting administrative/marketing functions due to lower revenue. The lower expenses were offset by overall higher outside services, general and travel expense totaling approximately $27,000. Included in SG&A expenses is depreciation and amortization expenses of $14,000 and $25,000 for the three months ended September 30, 2025, and 2024, respectively.

Previous wording

SG&Aexpenses increased $1,146,000 for the six months ended June 30, 2025, as compared to the corresponding period for 2024, as follows:

Current wording

SG&Aexpenses increased $1,597,000 for the nine months ended September 30, 2025, as compared to the corresponding period for 2024, as follows:

Previous wording

Administrative SG&A expenses were higher primarily due to higher salaries, payroll related expenses and stock option compensation expenses totaling approximately $105,000. The hiring of the Company’s new COO in January 2025 contributed to this increase. The remaining higher expenses in Administrative SG&A expenses were primarily due to higher outside services expenses of approximately $103,000 from more consulting and business matters, higher general expenses by approximately $19,000 in various categories and higher travel expenses of approximately $16,000 due to more travel by senior management. Treatment Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses were higher by approximately $210,000 as more employee hours were allocated to marketing initiatives of our new PFAS technology and overall business development; bad debt expenses were higher by approximately $29,000; general expense were higher by approximately $39,000 in various categories; travel expenses were slightly higher by $7,000; and outside services expenses were lower by approximately $10,000. Services Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses were higher by approximately $146,000 as more employee hours were spent on bid and proposals; general expenses were higher by approximately $17,000 in various categories; and travel expense were slightly lower by approximately $6,000. Included in SG&A expenses is depreciation and amortization expense of $14,000 and $25,000 for the three months ended June 30, 2025, and 2024, respectively.

Current wording

Administrative SG&A expenses were higher primarily due to higher salaries, payroll related expenses and stock option compensation expenses totaling approximately $352,000. The hiring of the Company’s COO in January 2025 and COLA effected during the third quarter of 2025 contributed to this increase. The remaining higher expenses in Administrative SG&A expenses were primarily due to higher outside services expenses of approximately $321,000 from more legal and business-related matters, higher general expenses of approximately $31,000 in various categories and higher travel expenses of approximately $46,000 due to more travel by senior management. Treatment Segment SG&A expenses were higher primarily due to the following: salaries and payroll related expenses were higher by approximately $618,000 as more employee hours were allocated to marketing initiatives of our new PFAS technology and overall business development; general expense were higher by approximately $159,000 in various categories (which include higher tradeshow expenses of approximately $77,000); travel expenses were higher by $27,000; bad debt expenses were higher by approximately $29,000; and outside services expenses were lower by approximately $18,000 from few consulting matters. Services Segment SG&A expenses were higher primarily due to the following: general expenses were higher by approximately $48,000 in various categories; outside services expenses were higher by approximately $45,000 due to more consulting matters; travel expense were slightly higher by approximately $6,000; and salaries and payroll related expenses were lower by approximately $67,000 as fewer employee hours were allocated in supporting administrative/marketing functions due to lower revenue. Included in SG&A expenses is depreciation and amortization expenses of $43,000 and $77,000 for the nine months ended September 30, 2024, and 2023, respectively.

Previous wording

Interest income increased by approximately $88,000 and $249,000 for the three and six months ended June 30, 2025, respectively, as compared to the corresponding period of 2024 primarily due to higher interest income earned from funds deposited into our money market deposit account (“MMDA”) from the two equity raises that were completed in May 2024 and December 2024.

Current wording

Interest income decreased by approximately $26,000 and increased by approximately $222,000 for the three and nine months ended September 30, 2025, respectively, as compared to the corresponding period of 2024. The decrease in interest income for the third quarter of 2025 as compared to the corresponding quarter of 2024 was primarily due to lower interest income earned from our finite risk sinking fund from lower interest rate. The increase in interest income for the nine months ended September 30, 2025, as compared to the corresponding period of 2024 was primarily due to higher interest income earned from funds deposited into our money market deposit account (“MMDA”) from the two equity raises that were completed in May 2024 and December 2024, offset by lower interest income earned from our finite risk sinking fund from lower interest rate.

Previous wording

We had income tax expense of $0 and income tax benefit of $1,161,000 for continuing operations for the three months ended June 30, 2025, and the corresponding period of 2024, respectively, and income tax expense of $0 and income tax benefit of $2,117,000 for continuing operations for the six months ended June 30, 2025, and the corresponding period of 2024, respectively. Our effective tax rates were approximately 0% and 23.5% for the three months ended June 30, 2025, and the corresponding period of 2024, respectively, and 0% and 22.6% for the six months ended June 30, 2025, and the corresponding period of 2024, respectively. Our effective tax rates for the three and six months ended June 30, 2025, were impacted by our recognition of a full valuation allowance against our U.S federal and state deferred tax assets in the quarter ended September 30, 2024. Our effective tax rates for the three and six months ended June 30, 2024, were impacted by non-deductible expenses and state taxes.

Current wording

We had income tax expenses of $0 and $6,417,000 for continuing operations for the three months ended September 30, 2025, and the corresponding period of 2024, respectively, and income tax expenses of $0 and $4,300,000 for continuing operations for the nine months ended September 30, 2025, and the corresponding period of 2024, respectively. Our effective tax rates were approximately 0% and 268.6% for the three months ended September 30, 2025, and the corresponding period of 2024, respectively, and 0% and 36.6% for the nine months ended September 30, 2025, and the corresponding period of 2024, respectively. Our effective tax rate for the each of the periods above was impacted by our recognition of a full valuation allowance against its U.S federal and state deferred tax assets in the quarter ended September 30, 2024.

Previous wording

On July 4, 2025, the United States enacted tax reform legislation through the “One Big Beautiful Bill Act,” which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy initiatives, in addition to other changes. We continue to evaluate the impact the new legislation will have on our consolidated financial statements but does not anticipate a significant impact due to our valuation allowance position, among other things.

Current wording

On July 4, 2025, the United States enacted tax reform legislation through the OBBBA, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy initiatives, in addition to other changes. We evaluated the provisions of the OBBBA and determined that the enactment of the legislation had no material impact to our condensed consolidated financial statements for the interim period ended September 30, 2025. Additionally, we do not expect OBBBA to have a material impact to our full year 2025 effective tax rate and our consolidated financial statements for the year ended December 31, 2025, due to our valuation allowance position, among other things. We continue to monitor the potential future impacts of the OBBBA on the Company’s consolidated financial statements.

Previous wording

Our cash flow requirements during the six months ended June 30, 2025, were financed by our Liquidity (defined under our Loan Agreement as borrowing availability under the revolving credit plus cash in our MMDA maintained with our lender). Our MMDA consist of cash received in connection with the sale of our Common Stock completed in 2024 as discussed below under “Financing Activities.” We believe our cash flow requirements for the next twelve months will consist primarily of general working capital needs, scheduled principal payments on our debt obligations, remediation projects, R&D on our PFAS technology and capital expenditures (which include our PFAS technology) (see “Known Trends and Uncertainties – New Processing Technology” within this MD&A for a discussion of this technology). We plan to fund these requirements from our operations and our Liquidity. We are continually reviewing operating costs and reviewing the possibility of further reducing operating costs and non-essential expenditures to bring them in line with revenue levels. As of June 30, 2025, we had no outstanding borrowing under our Revolving Credit and our Liquidity was approximately $25,440,000. We believe that our cash flows from operations and our Liquidity should be sufficient to fund our operations for the next twelve months. Although we believe our operations should improve in the remainder of 2025, if we continue to incur losses such as in the first and second quarters of 2025, this could cause a reduction in our Liquidity.

Current wording

Our cash flow requirements during the nine months ended September 30, 2025, were financed by our Liquidity (defined under our Loan Agreement as borrowing availability under the revolving credit plus cash in our MMDA maintained with our lender). Our MMDA consist of cash received in connection with the sale of our Common Stock completed in 2024 as discussed below under “Financing Activities.” We believe our cash flow requirements for the next twelve months will consist primarily of general working capital needs, scheduled principal payments on our debt obligations, remediation projects, R&D on our PFAS technology and capital expenditures (which include our PFAS technology) (see “Known Trends and Uncertainties – New Processing Technology” within this MD&A for a discussion of this technology). We plan to fund these requirements from our operations and our Liquidity. We are continually reviewing operating costs and reviewing the possibility of further reducing operating costs and non-essential expenditures to bring them in line with revenue levels. As of September 30, 2025, we had no outstanding borrowing under our Revolving Credit and our Liquidity was approximately $23,844,000. We believe that our cash flows from operations and our Liquidity should be sufficient to fund our operations for the next twelve months. Assuming the federal government shutdown is quickly resolved, we believe our operations should improve in the fourth quarter of 2025 and in 2026. If we continue to incur losses such as in the first nine months of 2025, this could cause a reduction in our Liquidity and have a material adverse effect on our results of operations and our business.

Previous wording

The following table reflects the cash flow activities during the first six months of 2025 and 2024.

Current wording

The following table reflects the cash flow activities during the first nine months of 2025 and 2024.

Previous wording

As of June 30, 2025, we were in a positive cash position with no revolving credit balance. As of June 30, 2025, we had cash on hand of approximately $22,594,000.

Current wording

As of September 30, 2025, we were in a positive cash position with no revolving credit balance. As of September 30, 2025, we had cash on hand of approximately $16,412,000.

Previous wording

Cash used in operating activities of our continuing operations during the first six months of 2025 consisted mostly of the significant net loss that we incurred of approximately $6,083,000, adjusted for certain non-cash items, such as $382,000 of stock-based compensation expenses and $873,000 of depreciation and amortization expenses. Cash flow increase of approximately $738,000 resulting from net change in assets and liabilities reflects a decrease in accounts receivable (net of provision for credit losses) of $2,974,000, a net decrease in inventories, prepaids and other assets totaling approximately of $463,000, offset by an increase in unbilled receivables of $1,297,000 and a net decrease in accounts payable, accrued expenses, deferred revenue and other accruals totaling approximately $1,402,000. Our accounts receivables are impacted by timing of invoicing and collections. Our contracts with our customers are subject to various payment terms and conditions.

Current wording

Cash used in operating activities of our continuing operations during the first nine months of 2025 consisted mostly of the net loss that we incurred of approximately $7,844,000, adjusted for certain non-cash items, such as $597,000 of stock-based compensation expenses and $1,299,000 of depreciation and amortization expenses. Cash flow decrease of approximately $2,838,000 resulting from net change in assets and liabilities reflects increases in unbilled and accounts receivable (net of provision for credit losses) totaling approximately $3,771,000, a net decrease in accounts payables, accrued expenses, deferred revenue and other accruals totaling approximately $745,000, offset by a net decrease in inventories, prepaids and other assets totaling approximately of $1,678,000. Our accounts receivables are impacted by timing of invoicing and collections. Our contracts with our customers are subject to various payment terms and conditions.

Previous wording

Cash used in operating activities of our continuing operations during the first six months of 2024 consisted primarily of the significant net loss that we incurred of approximately $7,243,000, adjusted for certain non-cash items, which included $284,000 of stock-based compensation expenses, $862,000 of depreciation and amortization expense and deferred income tax benefit of $2,117,000. Cash flow increase of approximately $2,388,000 resulting from net change in assets and liabilities included a net decrease in accounts receivable (net of recovery in credit losses) and unbilled receivables totaling approximately $4,667,000, a net decrease in inventories and prepaid and other assets totaling approximately of $1,670,000, offset by a net decrease in accounts payables, accrued expenses, deferred revenue and other accruals totaling approximately $3,949,000.

Current wording

Cash used in operating activities of our continuing operations during the first nine months of 2024 consisted primarily of the significant net loss that we incurred of approximately $16,049,000, adjusted for certain non-cash items, which included $466,000 of stock-based compensation expenses, $1,295,000 of depreciation and amortization expenses and $4,300,000 of deferred income tax expenses. Cash flow decrease of approximately $1,383,000 resulting from net change in assets and liabilities included a net decrease in accounts payables, accrued expenses, deferred revenue and other accruals totaling approximately $5,805,000, offset by decreases in accounts receivable (net of recovery in credit losses) and unbilled receivables totaling approximately $2,145,000, and a net decrease in inventories and prepaid and other assets totaling approximately of $2,277,000.

Previous wording

Cash used in operating activities of our discontinued operations in the first six months of 2025 and 2024 consisted primarily of expenses incurred in connection with management and administration of regulatory matters for the Company’s remediation projects.

Current wording

Cash used in operating activities of our discontinued operations in the first nine months of 2025 and 2024 consisted primarily of expenses incurred in connection with management and administration of regulatory matters for the Company’s remediation projects.

Previous wording

We had working capital of $21,481,000 (which included working capital of our discontinued operations) as of June 30, 2025, as compared to working capital of $28,283,000 as of December 31, 2024. The decrease in our working capital was primarily due to the losses incurred from our operations during the six months of 2025 as previously discussed.

Current wording

We had working capital of $18,393,000 (which included working capital of our discontinued operations) as of September 30, 2025, as compared to working capital of $28,283,000 as of December 31, 2024. The decrease in our working capital was primarily due to the losses incurred from our operations during the nine months of 2025 as previously discussed.

Previous wording

Cash used in investing activities of our continuing operations in the first six months of 2025 consisted mostly of our purchases of property and equipment totaling approximately $1,564,000, of which $132,000 was financed. The remaining cash used in investing activities consisted of cash outlays made in connection with our operating permits and certain intangible assets. Total cash used in investing activities of our continuing operations was partially offset by approximately $33,000 from our sale of idle equipment.

Current wording

Cash used in investing activities of our continuing operations in the first nine months of 2025 consisted mostly of our purchases of property and equipment totaling approximately $2,770,000, of which $162,000 was financed. Our capital expenditures for 2025 included expenditures made for our PFAS treatment systems, which include our second-generation unit. The remaining cash used in investing activities consisted of cash outlays of approximately $103,000 made in connection with our operating permits and certain intangible assets. Total cash used in investing activities of our continuing operations was partially offset by approximately $28,000 from our sale of idle equipment.

Previous wording

Cash used in investing activities of our discontinued operations in the first six months of 2025 consisted of payments made in connection with a certain regulatory permit at our PFSG subsidiary.

Current wording

Cash used in investing activities of our discontinued operations in the first nine months of 2025 consisted of payments made in connection with a certain regulatory permit at our Perma-Fix South Georgia, Inc. (“PFSG”) subsidiary and improvements made to the existing building.

Previous wording

Cash used in investing activities of our continuing operations in the first six months of 2024 consisted mostly of our purchases of property and equipment totaling approximately $885,000, of which $44,000 was financed. The remaining cash used in investing activities of $502,000 consisted of cash outlays made in connection with our operating permits and certain intangible assets.

Current wording

Cash used in investing activities of our continuing operations in the first nine months of 2024 consisted mostly of our purchases of property and equipment totaling approximately $2,630,000, of which $406,000 was financed. Our capital expenditures for 2024 included expenditures made for the construction of our first PFAS treatment system. The remaining cash used in investing activities of $577,000 consisted of cash outlays made in connection with our operating permits and certain intangible assets.

Previous wording

Cash used in investing activities of our discontinued operations in the first six months of 2024 consisted of payments made for roof replacement at our PFSG location.

Current wording

Cash used in investing activities of our discontinued operations in the first nine months of 2024 consisted of payments made for roof replacement at our PFSG location.

Previous wording

We anticipate making capital expenditures of approximately up to $6,000,000 for the twelve months ended December 31, 2025, to maintain operations and regulatory compliance requirements and support revenue growth. Our anticipated capital expenditures for 2025 include certain strategic project initiatives which include the installation of our second generation unit for our PFAS technology (see “Known Trends and Uncertainties – New Processing Technology”). We plan to fund our capital expenditures for 2025 from cash from operations, Liquidity and/or financing. The initiation and timing of our capital expenditures in 2025 are subject to a number of factors which include, among other things, cost/benefit analysis, the pace of our strategic project initiatives and improvement in our operations.

Current wording

We anticipate making capital expenditures of up to approximately $3,230,000 for the remainder of 2025 to maintain operations and regulatory compliance requirements and support revenue growth. Our remaining anticipated capital expenditures for 2025 include certain strategic project initiatives which include our second-generation unit for our PFAS technology (see “Known Trends and Uncertainties – New Processing Technology”). We plan to fund our capital expenditures for the remainder of 2025 from cash from operations, Liquidity and/or financing. The initiation and timing of our capital expenditures for the remainder of 2025 are subject to a number of factors which include, among other things, cost/benefit analysis, the pace of our strategic project initiatives, improvement in our operations and resolution of the federal government shutdown.

Previous wording

Our cash used in financing during the first six months of 2025 consisted mostly of principal payments of approximately $313,000 primarily for our Term and Capital Loans under our Credit Facility (see below for a discussion of our Credit Facility) principal payments of $148,000 for our finance leases, payments of $194,000 of offering costs from the equity raise that we completed in December 2024, partially offset by proceeds received from option exercises of approximately $49,000.

Current wording

Our cash used in financing during the first nine months of 2025 consisted mostly of principal payments of approximately $470,000 primarily for our Term and Capital Loans under our Credit Facility (see below for a discussion of our Credit Facility) principal payments of $228,000 for our finance leases, payments of $194,000 of offering costs from the equity raise that we completed in December 2024, partially offset by proceeds received from option exercises of approximately $79,000.

Previous wording

Our cash provided in financing during the first six months of 2024 consisted primarily of net proceeds of $18,636,000 received from the sale of our Common Stock in May 2024 and proceeds received from option and warrant exercises totaling approximately $218,000, partially offset by principal payments of approximately $520,000 for our Term and Capital Loans under our Credit Facility and principal payments of $146,000 for our finance leases.

Current wording

Our cash provided in financing during the first nine months of 2024 consisted primarily of net proceeds of $18,495,000 received from the sale of our Common Stock in May 2024 and proceeds received from option and warrant exercises totaling approximately $264,000, partially offset by principal payments of approximately $675,000 for our Term and Capital Loans under our Credit Facility and principal payments of $218,000 for our finance leases.

Previous wording

We entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020, which has since been amended, with PNC National Association (“PNC” and “lender”), acting as agent and lender (the “Loan Agreement”). The Loan Agreement provides us with a credit facility with a maturity date of May 15, 2027 (the “Credit Facility”) which consists of the following as of June 30, 2025: (a) up to $12,500,000 revolving credit (“Revolving Credit”), which borrowing capacity is subject to eligible receivables (as defined) and reduced by outstanding standby letters of credit ($3,200,000 as of June 30, 2025) and borrowing reductions that our lender may impose from time to time ($750,000 as of June 30, 2025); (b) a term loan (“Term Loan”) of $2,500,000, requiring monthly installments of $41,667; and (c) a capital expenditure loan (“Capital Loan”) of approximately $524,000, requiring monthly installments of principal of approximately $8,700 plus interest.

Current wording

We entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020, which has since been amended, with PNC National Association (“PNC” and “lender”), acting as agent and lender (the “Loan Agreement”). The Loan Agreement provides us with a credit facility with a maturity date of May 15, 2027 (the “Credit Facility”) which consists of the following as of September 30, 2025: (a) up to $12,500,000 revolving credit (“Revolving Credit”), which borrowing capacity is subject to eligible receivables (as defined) and reduced by outstanding standby letters of credit ($3,350,000 as of September 30, 2025) and borrowing reductions that our lender may impose from time to time ($750,000 as of September 30, 2025); (b) a term loan (“Term Loan”) of $2,500,000, requiring monthly installments of $41,667, with a balance due under the Term Loan of approximately $1,458,000 as of September 30, 2025; and (c) a capital expenditure loan (“Capital Loan”) of approximately $524,000, requiring monthly installments of principal of approximately $8,700 plus interest.

Previous wording

Our Loan Agreement, as amended, with PNC, contains certain financial covenant requirements, along with customary representations and warranties. A breach of any of these financial covenant requirements, unless waived by PNC, could result in a default under our Loan Agreement allowing our lender to immediately require the repayment of all outstanding debt under our Loan Agreement and terminate all commitments to extend further credit. We met all of our financial covenant requirements in the first and second quarters of 2025. We expect to meet our covenant requirements under our Loan Agreement for the next twelve months.

Current wording

Our Loan Agreement, as amended, with PNC, contains certain financial covenant requirements, along with customary representations and warranties. A breach of any of these financial covenant requirements, unless waived by PNC, could result in a default under our Loan Agreement allowing our lender to immediately require the repayment of all outstanding debt under our Loan Agreement and terminate all commitments to extend further credit. We met all of our financial covenant requirements in the first, second and third quarters of 2025. We expect to meet our covenant requirements under our Loan Agreement for the next twelve months.

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