PERMA FIX ENVIRONMENTAL SERVICES INC
For the period ended Mar 31, 2026. Filed May 7, 2026.
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Mar 31, 2026 · Filed May 7, 2026
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Notes to Condensed Consolidated Financial Statements
March 31, 2026
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, 2025.
| 1. | Basis of Presentation |
The condensed consolidated financial statements included herein have been prepared by the Company (which may be referred to as we, us or our), without an audit, pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2026.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2025.
The condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries.
Financial Position and Liquidity
These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company incurred losses from continuing operations before tax of $15,134,000 during 2024, $10,665,000 during 2025, and $7,375,000 during the first quarter of 2026. The Company also experienced cash used in continuing operations of $14,146,000 during 2024, $10,311,000 during 2025, and $3,648,000 during the first quarter of 2026, which contributed to declines in cash balances as the Company continued to fund operations and investments. These results were due in part to delays in the passage of a Federal Budget and the continued use of continuing resolutions by Congress, as well as increased investments in PFAS technology, expansion of treatment capacity, workforce growth, and infrastructure enhancements intended to support anticipated waste treatment volumes, including those related to the DFLAW program. As of March 31, 2026, the Company had cash of $6,664,000. The Company’s expected cash requirements over the next twelve months include working capital needs, scheduled principal payments on debt, costs associated with the administration and monitoring of discontinued operations, R&D expenditures related to PFAS technology, and capital expenditures.
These conditions and events, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The Company expects to fund its anticipated cash requirements from cash on hand, expected cash flows from operations, and borrowing availability under its Revolving Credit facility. However, borrowing availability under the Revolving Credit facility is subject to compliance with applicable financial covenants and other conditions, and projected cash flows from operations are subject to timing and uncertainty, including those resulting from ongoing federal spending constraints. Accordingly, if the Company’s current funding sources are negatively impacted by these uncertainties or are otherwise insufficient, additional liquidity would be required to continue operations over the next twelve months.
The Company continues to evaluate strategies intended to supplement its current funding sources and support future operations and investments. Such strategies may include obtaining equity financing, entering into additional financing arrangements, and disposing of certain assets. However, the successful execution of these strategies is dependent on factors outside of the Company’s control, and there can be no assurance that the Company will be able to obtain additional liquidity on acceptable terms, or at all.
The condensed consolidated financial statements do not include any adjustments to the carrying amounts or classification of assets and liabilities that might result from the outcome of this uncertainty.
| 2. | Summary of Significant Accounting Policies |
Our accounting policies are as set forth in the notes to the December 31, 2025, consolidated financial statements referred to above.
Recently Issued Accounting Standards –Adopted
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 provides the option to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The adoption of ASU 2025-05 by the Company in the first quarter of 2026 on a prospective basis did not have a material impact on its condensed consolidated financial statements.
Recently Issued Accounting Standards – Not Yet Adopted
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the update is to provide clarity about current interim requirements. The amendments in this Update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses,” which enhances the disclosures required for certain expense captions in the Company’s annual and interim consolidated financial statements. ASU 2024-03 is effective prospectively or retrospectively for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, “Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 removes all references to prescriptive and sequential software development stages. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed, and the software will be used for its intended purpose. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. The standard allows for prospective, modified, or retrospective transition. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
| 3. | Revenue |
Disaggregation of Revenue
In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of our services and provides meaningful disaggregation of each business segment’s results of operations. The nature of the Company’s performance obligations within our Treatment and Services Segments results in the recognition of our revenue primarily over time. The following tables present further disaggregation of our revenues by different categories for our Services and Treatment Segments:
| Revenue by Contract Type (In thousands) · Three Months Ended · Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2026 | March 31, 2025 | |||||
| Treatment | Services | Total | Treatment | Services | Total | |
| Fixed price | $7,878 | $232 | $8,110 | $9,186 | $2,930 | $12,116 |
| Time and materials | — | 3,016 | 3,016 | — | 1,803 | 1,803 |
| Total | $7,878 | $3,248 | $11,126 | $9,186 | $4,733 | $13,919 |
| Revenue by generator (In thousands) · Three Months Ended · Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2026 | March 31, 2025 | |||||
| Treatment | Services | Total | Treatment | Services | Total | |
| Domestic government | $4,705 | $2,900 | $7,605 | $5,250 | $4,534 | $9,784 |
| Domestic commercial | 2,361 | 233 | 2,594 | 1,467 | 111 | 1,578 |
| Foreign government | 589 | 80 | 669 | 2,207 | 54 | 2,261 |
| Foreign commercial | 223 | 35 | 258 | 262 | 34 | 296 |
| Total | $7,878 | $3,248 | $11,126 | $9,186 | $4,733 | $13,919 |
Revenues generated from fixed unit rate contracts within the Services Segment are included within “time and material” caption under the disaggregation table above due to similarity of the revenue recognition methodology.
Contract Balances
The timing of revenue recognition and billings can result in unbilled receivables (contract assets). The Company’s contract liabilities consist of deferred revenues which represent advance payment from customers in advance of the completion of the Company’s performance obligation. The following table represents changes in our contract asset and contract liabilities balances for the periods noted:
| (In thousands) | March 31, 2026 | December 31, 2025 | Year-to-date Change ($) | Year-to-date Change (%) |
|---|---|---|---|---|
| Contract assets | ||||
| Unbilled receivables - current | $8,001 | $8,781 | $(780) | -8.9% |
| Contract liabilities | ||||
| Deferred revenue | $6,769 | $7,007 | $(238) | -3.4% |
| (In thousands) | March 31, 2025 | December 31, 2024 | Year-to-date Change ($) | Year-to-date Change (%) |
|---|---|---|---|---|
| Contract assets | ||||
| Unbilled receivables - current | $5,168 | $4,990 | $178 | 3.6% |
| Contract liabilities | ||||
| Deferred revenue | $5,881 | $6,711 | $(830) | -12.4% |
During the three months ended March 31, 2026, and 2025, the Company recognized revenue of $4,826,000 and $2,934,000 respectively, related to untreated waste that was in the Company’s control as of the beginning of each respective year. Revenue recognized in each period relates to performance obligations satisfied within the respective period.
Accounts Receivable
The following table represents changes in accounts receivable, net of credit losses, for the periods noted:
| (In thousands) | March 31, 2026 | December 31, 2025 | Year-to-date Change ($) | Year-to-date Change (%) |
|---|---|---|---|---|
| Accounts Receivable (net) | $9,215 | $11,228 | $(2,013) | -17.9% |
| March 31, 2025 | December 31, 2024 | Year-to-date Change ($) | Year-to-date Change (%) | |
|---|---|---|---|---|
| Accounts Receivable (net) | $9,311 | $11,579 | $(2,268) | -19.6% |
Remaining Performance Obligations
The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
Within our Services Segment, there are service contracts which provide that the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. For those contracts, the Company has utilized the practical expedient in ASC 606-10-55-18, which allows the Company to recognize revenue in the amount for which we have the right to invoice; accordingly, the Company does not disclose the value of remaining performance obligations for those contracts.
The Company’s contracts and subcontracts relating to activities at governmental sites generally allow for termination for convenience at any time at the government’s option without payment of a substantial penalty. The Company does not disclose remaining performance obligations on these contracts.
| 4. | Leases |
At the inception of an arrangement, the Company determines if an arrangement is, or contains, a lease based on facts and circumstances present in that arrangement. Lease classifications, recognition, and measurement are then determined at the lease commencement date.
The Company’s operating lease ROU assets and operating lease liabilities primarily include leases for office and warehouse spaces used to conduct our business. Finance leases primarily consist of lab and processing equipment and motor vehicles used by the Company’s facilities’ operations.
The components of lease cost for the Company’s leases were as follows (in thousands):
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Operating Lease: | ||
| Lease cost | $141 | $121 |
| Finance Leases: | ||
| Amortization of ROU assets | 82 | 63 |
| Interst on lease liablity | 22 | 23 |
| Finance lease | 104 | 86 |
| Short-term lease rent expense | 2 | 2 |
| Total lease cost | $247 | $209 |
The weighted average remaining lease term and the weighted average discount rate for operating and finance leases as of March 31, 2026, were:
| Operating Leases | Finance Leases | |
|---|---|---|
| Weighted average remaining lease terms (years) | 3.5 | 2.9 |
| Weighted average discount rate | 7.8% | 9.7% |
The weighted average remaining lease term and the weighted average discount rate for operating and finance leases as of March 31, 2025, were:
| Operating Leases | Finance Leases | |
|---|---|---|
| Weighted average remaining lease terms (years) | 4.5 | 3.7 |
| Weighted average discount rate | 7.7% | 9.4% |
The following table reconciles the undiscounted cash flows for the operating and finance leases as of March 31, 2026, to the operating and finance lease liabilities recorded on the balance sheet (in thousands):
| Operating Leases · Finance Leases | ||||
|---|---|---|---|---|
| 2026 (Remaining) | $437 | $286 | ||
| 2027 | 492 | 372 | ||
| 2028 | 355 | 198 | ||
| 2029 | 349 | 118 | ||
| 2030 | 77 | 4 | ||
| Total undiscounted lease payments | 1,710 | 978 | ||
| Less: Imputed interest | (232) | (127) | ||
| Present value of lease payments | $1,478 | $851 | ||
| Current portion of operating lease obligations | $483 | $ | N/A | |
| Long-term operating lease obligations, less current portion | $995 | $ | N/A | |
| Current portion of finance lease obligations | $ | N/A | $310 | |
| Long-term finance lease obligations, less current portion | $ | N/A | $541 | |
Supplemental cash flow and other information related to our leases were as follows (in thousands):
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flow from operating leases | $142 | $113 |
| Operating cash flow from finance leases | $22 | $23 |
| Financing cash flow from finance leases | $81 | $71 |
| ROU assets obtained in exchange for lease obligations for: | ||
| Finance liabilities | $— | $132 |
| Operating liabilities | $70 | $— |
| 5. | Intangible Assets |
The following table summarizes information relating to the Company’s definite-lived intangible assets:
| March 31, 2026 · December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Weighted Average Amortization · Gross · Net · Gross · Net | |||||||
| Period | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | |
| (Years) | Amount | Amortization | Amount | Amount | Amortization | Amount | |
| Other Intangibles (amount in thousands) | |||||||
| Patents | 5.9 | $765 | $(462) | $303 | $760 | $(456) | $304 |
| Software | 3 | 746 | (626) | 120 | 676 | (618) | 58 |
| Permits | 10 | 83 | (3) | 80 | — | — | — |
| Total | $1,549 | $(1,091) | $503 | $1,436 | $(1,074) | $362 | |
The intangible assets noted above are amortized on a straight-line basis over their useful lives.
The permits disclosed above reflect the capitalization of costs associated with the renewal of certain regulatory permits. These costs represent fees paid to secure the Company’s right to operate for a defined ten-year period and are therefore amortized on a straight-line basis over that period.
The following table summarizes the expected amortization over the next five years for our definite-lived intangible assets:
| Amount | |
|---|---|
| Year | (In thousands) |
| 2026 (Remaining) | $40 |
| 2027 | 36 |
| 2028 | 25 |
| 2029 | 22 |
| 2030 | 19 |
Amortization expenses relating to the definite-lived intangible assets as discussed above were $17,000 and $15,000 for the three months ended March 31, 2026, and 2025, respectively.
| 6. | Capital Stock, Stock Plans, Warrants and Stock Based Compensation |
The Company has certain stock option plans under which it may award ISO and/or NQSOs to employees, officers, outside directors, and outside consultants. No option was granted during the first quarter of 2026.
The following table summarizes stock-based compensation recognized for the three months ended March 31, 2026, and 2025, for our employee and director stock options.
| Three Months Ended | ||
|---|---|---|
| Stock Options | March 31, | |
| 2026 | 2025 | |
| Employee Stock Options | $106,000 | $107,000 |
| Director Stock Options | 110,000 | 89,000 |
| Total | $216,000 | $196,000 |
As March 31, 2026, the Company had approximately $1,694,000 of total unrecognized compensation costs related to unvested options for employees and directors. The weighted average period over which the unrecognized compensation costs are expected to be recognized is approximately 2.6 years.
The summary of the Company’s total stock option plans as of March 31, 2026, and March 31, 2025, along with changes during the periods then ended, is presented below. The Company’s stock option plans consist of the 2017 Stock Option Plan and the 2003 Outside Directors Stock Plan:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (4) | |
|---|---|---|---|---|
| Options outstanding January 1, 2026 | 982,000 | $7.04 | ||
| Granted | — | $— | ||
| Exercised | (32,000) | $5.98 | $267,095 | |
| Options outstanding end of period (1) | 950,000 | $7.08 | 4.4 | $3,536,448 |
| Options exercisable at March 31, 2026(2) | 518,000 | $6.53 | 3.9 | $2,322,727 |
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (4) | |
|---|---|---|---|---|
| Options outstanding January 1, 2025 | 1,000,900 | $6.18 | ||
| Granted | 50,000 | $10.70 | ||
| Exercised | (52,500) | $3.18 | $389,555 | |
| Options outstanding end of period (2) | 998,400 | $6.56 | 4.8 | $1,392,954 |
| Options exercisable at March 31, 2025(3) | 415,500 | $5.75 | 4.1 | $685,432 |
| (1) | Options with exercise prices ranging from $3.31 to $12.23 |
| (2) | Options with exercise prices ranging from $3.31 to $10.70 |
| (3) | Options with exercise prices ranging from $3.31 to $9.81 |
| (4) | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. |
During the three months ended March 31, 2026, the Company issued a total of 9,514 shares of its Common Stock under the 2003 Outside Directors Stock Plan to its outside directors as compensation for serving on the Board. The Company recorded approximately $119,000 in compensation expenses (included in SG&A) in connection with the issuance of shares of its Common Stock to outside directors.
During the three months ended March 31, 2026, the Company issued an aggregate 15,844 shares of its Common Stock from cashless exercises of options for the purchase of 28,000 shares of the Company’s Common Stock ranging from $3.95 per share to $7.75 per share. Additionally, the Company issued an aggregate 4,000 shares of its Common Stock from cash exercises of options for the purchase of 4,000 shares of the Company’s Common Stock, at exercise prices of $3.95 per share, resulting in proceeds of approximately $16,000.
In connection with the Company’s sales of its Common Stock in May 2024 and December 2024, the Company issued warrants to certain underwriter, placement agents and their designees to purchase up to an aggregate 188,038 shares of the Company’s Common Stock at exercise prices of $11.50 and $12.19 per share. These warrants remained outstanding as of March 31, 2026.
| 7. | Loss Per Share |
Basic loss per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted loss per share is based on the weighted-average number of outstanding common shares plus the weighted-average number of potential outstanding common shares. In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive loss per shares. The following table reconciles the loss and average share amounts used to compute both basic and diluted loss per share:
| Three Months Ended | ||
|---|---|---|
| (Unaudited) | ||
| March 31, | ||
| (Amounts in Thousands, Except for Per Share Amounts) | 2026 | 2025 |
| Loss per common share from continuing operations | ||
| Loss from continuing operations, net of taxes | $(7,375) | $(3,500) |
| Basic and diluted loss per share | $(.40) | $(.19) |
| Loss per common share from discontinued operations, net of taxes | ||
| Loss from discontinued operations, net of taxes | $(112) | $(73) |
| Basic and diluted loss per share | $— | $— |
| Net loss per common share | ||
| Net loss | $(7,487) | $(3,573) |
| Basic and diluted loss per share | $(.40) | $(.19) |
| Weighted average shares outstanding: | ||
| Basic weighted average shares outstanding | 18,542 | 18,424 |
| Add: dilutive effect of stock options | — | — |
| Add: dilutive effect of warrants | — | — |
| Diluted weighted average shares outstanding | 18,542 | 18,424 |
For the three months ended March 31, 2026,1,138,038 weighted average shares of Common Stock underlying options and warrants were excluded from the computation of diluted loss per share because the effect would be anti-dilutive.
For the three months ended March 31, 2025,1,174,216 weighted average shares of Common Stock underlying options and warrants were excluded from the computation of diluted loss per share because the effect would be anti-dilutive.
| 8. | Long Term Debt |
Long-term debt consists of the following as of March 31, 2026, and December 31, 2025:
| (Amounts in Thousands) · March 31, 2026 · December 31, 2025 | ||||
|---|---|---|---|---|
| Revolving Credit facility dated May 8, 2020, subject to monthly borrowing base calculation. Effective interest rates for first quarter of 2026 was 8.7% (1) | $— | $— | ||
| Term Loan dated July 31, 2023, payable in equal monthly installments in principal of approximately $42. Effective interest rates for first quarter of 2026 was 7.6% (1) | 1,208 | 1,333 | ||
| Capital Loan dated May 4, 2021, payable in equal monthly installments in principal of approximately $9. Effective interest rates for first quarter of 2026 was 7.0% (1) | 122 | 149 | ||
| Debt Issuance Costs (2) | (92 | )(2) | (114 | )(2) |
| Notes Payable up to 2044, with annual interest rates ranging from 8.2% to 10.7% (3) | 542 | 504 | ||
| Total debt | 1,780 | 1,872 | ||
| Less current portion of long-term debt | 574 | 562 | ||
| Long-term debt | $1,206 | $1,310 | ||
| (1) | Under our Credit facility, our Revolving Credit facility is collateralized by our accounts receivable, and our Term Loan and Capital Loan are collateralized by our property, plant, and equipment. |
| (2) | Aggregate unamortized debt issuance costs in connection with the Company’s Credit Facility. |
| (3) | Includes a promissory note entered into on July 24, 2024, in connection with the purchase of the Company’s EWOC property which include a variable interest rate provision, which interest rate will be adjusted at the end of years five, ten and fifteen from the date of the note. |
Credit Facility
The Company’s Credit Facility, established pursuant to its PNC Loan Agreement, and maturing on May 15, 2027, consists of a Revolving Credit facility with a maximum borrowing capacity of $12,500,000. Availability under the Revolving Credit facility is subject to a borrowing base comprised of eligible receivables (as defined in the agreement) and is reduced by (i) outstanding standby letters of credit ($3,350,000 as of March 31, 2026) and (ii) discretionary reserves imposed by the lender ($750,000 as of March 31, 2026). The Credit Facility also includes the Term Loan and the Capital Loan.
Pursuant to the PNC Loan Agreement, payments of annual interest rates are as follows: (i) interest due on the Revolving Credit is at prime (6.75% as of March 31, 2026) plus 2% or SOFR (as defined in the Loan Agreement) plus 3.00% plus an SOFR Adjustment applicable for an interest period selected by the Company; (ii) interest due on the Capital Loan is at prime plus 2.50% or SOFR plus 3.50% plus an SOFR Adjustment applicable for an interest period selected by the Company; and (iii) interest due on the Term Loan is at prime plus 3.00% or SOFR plus 4.00% plus an SOFR Adjustment applicable for an interest period selected by the Company. SOFR Adjustment rates of 0.10% and 0.15% are applicable for a one-month interest period and three-month period, respectively, that may be selected by the Company.
As of March 31, 2026, no early termination fee applies to any future repayment of the outstanding balance under the Credit Facility.
As of March 31, 2026, the Company had no outstanding borrowing under its Revolving Credit and its Liquidity, defined under the PNC Loan Agreement as borrowing availability under the Revolving Credit plus cash in the MMDA maintained with the Company’s lender, was approximately $10,720,000. Pursuant to the PNC Loan Agreement, the Company is required to maintain a minimum of $5,000,000 in daily Liquidity.
The PNC Loan Agreement contains certain financial covenant requirements, along with customary representations and warranties. A breach of any of these financial covenant requirements, unless waived by the lender, could result in a default under the PNC Loan Agreement allowing its lender to immediately require the repayment of all outstanding debt under the PNC Loan Agreement and terminate all commitments to extend further credit. The Company met all of its financial covenant requirements in the first quarter of 2026.
| 9. | Commitments and Contingencies |
Hazardous Waste
In connection with our waste management services, the Company processes hazardous, non-hazardous, low-level radioactive and mixed (containing both hazardous and low-level radioactive) waste, which we transport to our own, or other, facilities for destruction or disposal. As a result of disposing of hazardous substances, in the event any cleanup is required at the disposal site, the Company could be a potentially responsible party for the costs of the cleanup notwithstanding any absence of fault on our part.
Legal Matters
In the normal course of conducting our business, the Company may be involved in various litigation. The Company is not a party to any litigation or governmental proceeding which our management believes could result in any judgments or fines against us that would have a material adverse effect on our financial position, liquidity or results of future operations.
Michael O’Neill
On November 25, 2024, purported shareholder Michael O’Neill (the “Plaintiff”) filed a complaint in the Court of Chancery of the State of Delaware against the Company and all current directors of the Company (the “Defendants”), asserting individual and class action claims for alleged breach of contract and breach of fiduciary duty. The case is styled Michael O’Neill v. Perma-Fix Environmental Services, Inc., et al., C.A. No. 2024-1211-PAF.
The complaint purports to be brought by the named plaintiff individually and on behalf of all “similarly situated Perma-Fix stockholders.” The complaint alleged that a proposal submitted to the Company’s stockholders at the Annual Meeting of Stockholders on July 20, 2023, with respect to the Second Amendment to the Company’s 2017 Stock Option Plan, to increase the number of shares available to be issued thereunder by 600,000 shares (the “Share Increase Proposal”), failed to pass, despite the Company reporting on its Current Report on Form 8-K filed with the SEC on July 24, 2023, that the Share Increase Proposal had in fact passed. Although the Company calculated the vote in accordance with the vote requirement disclosed in the Company’s proxy statement relating to, among other matters, the Share Increase Proposal, the putative class action asserted that a vote requirement set forth in Article II, Section 6 of the Bylaws compelled a different result, specifically, that broker non-votes should have been counted as votes against the proposal, despite the fact that (i) the Company had consistently excluded broker non-votes as being considered voting present with respect to a proposal on which the broker is not permitted to vote if not given instruction by the beneficial owner of the shares held of record by the broker, (ii) the vote requirement set forth in Article II, Section 6 of the Company’s Bylaws (the “Bylaws”) was explicitly stated as being subject to law, the Certificate of Incorporation or the Bylaws, and (iii) the more specific voting requirement set forth in Article II, Section 12 of the Bylaws clearly expressed that the voting requirement for all matters other than the election of Directors was “a majority of the votes that could be cast at the meeting upon a given question.” Since broker non-votes represent shares that could not be cast on the Share Increase Proposal, the Company believes that it appropriately excluded such shares from the calculation of the vote on the Share Increase Proposal.
However, after the Delaware Court of Chancery’s denial of the Company’s motion to dismiss, finding that the Bylaws could be read in more than one way, the Board acted to eliminate any uncertainty as to the intent of the Bylaws regarding the counting of broker non-votes and as to the effectiveness of the approval of the Share Increase Proposal. On November 13, 2025, the Board rescinded the Share Increase Proposal approved on July 20, 2023, and amended the Bylaws (the “Amended Bylaws”) in order to moot the complaint. Additionally, the Board’s Compensation Committee recommended, and the Board approved, a new amendment to the Company’s 2017 Stock Option Plan to increase the number of shares authorized under the 2017 Stock Option Plan by 600,000 shares (the “New Amendment”). The New Amendment, which essentially replaces the rescinded Share Increase Proposal, is subject to approval by the Company’s stockholders either at a special meeting of the Company’s stockholders or at the 2026 Annual Meeting of Stockholders, provided any such approval must be obtained within 12 months of the Board’s approval of the New Amendment. No options were granted pursuant to the rescinded Share Increase Proposal.
After the plaintiff’s review of the Amended Bylaws, the plaintiff filed an amended and supplemented complaint (the Amended Complaint”) as permitted by the Delaware Court of Chancery, alleging that certain provisions of the Amended Bylaws violated Delaware law (the “Challenged Bylaws).
The plaintiff is seeking a declaration of the Chancery Court that the Challenged Bylaws are invalid, illegal, and void, or, alternatively, an order of the Chancery Court rescinding or enjoining the Challenged Bylaws.
The Company and the other Defendants are vigorously defending against the Amended Complaint.
The Company’s insurance carrier is providing a defense in connection with this lawsuit, subject to a reservation of rights, a $500,000 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, which provides financial assurance to the applicable states for our permitted facilities in the event of unforeseen closure. The 2003 Closure Policy, as amended, provides for a maximum allowable coverage of $28,177,000 which includes available capacity to allow for annual inflation and other performance and surety bond requirements. Total coverage under the 2003 Closure Policy, as amended, was $24,550,000 as of March 31, 2026. As of March 31, 2026, and December 31, 2025, finite risk sinking funds contributed by the Company related to the 2003 Closure Policy, which is included in other long term assets on the accompanying Condensed Consolidated Balance Sheets, totaled $13,341,000 and $13,216,000, respectively. These amounts included interest earned of $3,870,000 and $3,745,000 as of March 31, 2026 and December 31, 2025, respectively. Interest income for the three months ended March 31, 2026, and 2025, was approximately $125,000 and $144,000, respectively. If the Company so elects, AIG is obligated to pay the Company an amount equal to 100% of the finite risk sinking fund account balance in return for complete release of liability from both the Company and any applicable regulatory agency using this policy as an instrument to comply with financial assurance requirements.
Letter of Credits and Bonding Requirements
From time to time, the Company is required to post standby letters of credit and various bonds to support contractual obligations to customers and other obligations, including facility closures. As of March 31, 2026, the total amount of standby letters of credit outstanding was approximately $3,350,000 and the total amount of bonds outstanding was approximately $12,296,000.
| 10. | Discontinued Operations |
The Company’s discontinued operations consist of all our subsidiaries included in our former Industrial Segment which encompasses subsidiaries divested in 2011 and prior and three previously closed locations.
The Company’s discontinued operations had net losses of $112,000 and $73,000 for the three months ended March 31, 2026, and 2025 (net of taxes of $0 for each of the periods). The losses were primarily due to costs incurred in the administration and continued monitoring of our discontinued operations. The Company’s discontinued operations had no revenues for each of the periods noted above.
The following table presents the major class of assets of discontinued operations as of March 31, 2026, and December 31, 2025. No assets and liabilities were held for sale at each of the periods noted.
| (Amounts in Thousands) | March 31, 2026 | December 31, 2025 |
|---|---|---|
| Current assets | ||
| Other assets | $61 | $60 |
| Total current assets | 61 | 60 |
| Long-term assets | ||
| Property, plant and equipment, net (1) | 146 | 146 |
| Total long-term assets | 146 | 146 |
| Total assets | $207 | $206 |
| Current liabilities | ||
| Accounts payable | $51 | $67 |
| Accrued expenses and other liabilities | 129 | 127 |
| Environmental liabilities | 63 | 76 |
| Total current liabilities | 243 | 270 |
| Long-term liabilities | ||
| Closure liabilities | 191 | 189 |
| Environmental liabilities | 3,409 | 3,409 |
| Total long-term liabilities | 3,600 | 3,598 |
| Total liabilities | $3,843 | $3,868 |
| (1) | net of accumulated depreciation of $10,000 for each period presented. |
| 11. | Segment Reporting |
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 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.
The Company hastwo reporting segments, consisting of the Treatment and Services Segments, which are primarily based on a service offering approach and defined as follow:
TREATMENT SEGMENT includes:
| - | nuclear, low-level radioactive, mixed waste (containing both hazardous and low-level radioactive constituents), hazardous and non-hazardous waste treatment, processing and disposal services primarily through four uniquely licensed and permitted treatment and storage facilities; and |
| - | R&D activities to identify, develop and implement innovative waste processing techniques for problematic waste streams. |
SERVICES SEGMENT includes:
| - | Technical services: |
| ○ | professional radiological measurement and site survey of large government and commercial installations using advanced methods, technology and engineering; |
| ○ | integrated occupational safety and health services including 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; |
| ○ | global technical services providing consulting, engineering, project management, waste management, environmental, and D&D field, technical, and management personnel and services to commercial and government customers; and |
| ○ | on-site waste management services to commercial and governmental customers. |
| - | Nuclear services: |
| ○ | technology-based services including engineering, D&D, specialty services and construction, logistics, transportation, processing and disposal; |
| ○ | remediation of nuclear licensed and federal facilities and the remediation cleanup of nuclear legacy sites. Such services capability includes project investigation; radiological engineering; partial and total plant D&D; facility decontamination, dismantling, demolition, and planning; site restoration; logistics; transportation; and emergency response; and |
| - | A company owned equipment calibration and maintenance laboratory that services, maintains, calibrates, and sources (i.e., rental) health physics, IH and customized NEOSH instrumentation. |
The Company’s reporting segments exclude our corporate headquarter which serves to support its two reporting segments through various functions, such as our executives, finance, treasury, human resources, accounting, and legal departments. Financial results for the corporate headquarter are not considered by the CODM in evaluating the performance of the reportable segments. Our reporting segment also excludes our discontinued operations (see “Note 10 – Discontinued Operations”) which do not generate revenues.
The Company’s CODM is represented by its CEO and COO (or “CODM group”). The CODM group evaluates the performance of the Treatment and Services segments and allocates resources (including financial or capital resources) to each reporting segment based on revenue and income (loss) from operations by comparing actual results for these metrics to budgeted and forecasted amounts on a monthly, quarterly and year-to-date basis. The Company’s CODM group does not evaluate and allocate resources for the reportable segments using assets; therefore, the Company does not disclose assets for its reporting segments.
The table below summarizes loss from operations for the Company’s two reporting segments and its corporate headquarter and provides reconciliation of such financial metric to the Company’s consolidated totals for the three months ended March 31, 2026, and 2025 for our continuing operations. Significant segment expenses that are included in the measure of segment profit or losses for each reportable segment and regularly provided to the CODM include payroll and benefit, material and supplies, disposal, transportation and subcontract expenses and are reflected separately, where applicable (in thousands).
Segment Reporting for the Quarter Ended March 31, 2026
| Treatment | Services | Segments Total | Corporate (1) | Consolidated Total | |
|---|---|---|---|---|---|
| Revenue from external customers | $7,878 | $3,248 | $11,126 | $— | $11,126 |
| Cost of Goods Sold: | |||||
| Payroll and benefits expenses | 4,764 | 2,128 | 6,892 | — | 6,892 |
| Material and supplies expenses | 1,345 | — | 1,345 | — | 1,345 |
| Disposal expenses | 1,455 | — | 1,455 | — | 1,455 |
| Transportation expenses | 389 | — | 389 | — | 389 |
| Subcontract expenses | — | 5 | 5 | — | 5 |
| Other cost of goods sold (2) | 2,758 | 1,163 | 3,921 | — | 3,921 |
| Total cost of goods sold | 10,711 | 3,296 | 14,007 | — | 14,007 |
| Gross loss | (2,833) | (48) | (2,881) | — | (2,881) |
| SG&A: | |||||
| Payroll and benefits | 877 | 610 | 1,487 | 997 | 2,484 |
| Other SG&A (3) | 562 | 207 | 769 | 1,046 | 1,815 |
| Total SG&A | 1,439 | 817 | 2,256 | 2,043 | 4,299 |
| Research and development | 230 | 1 | 231 | 72 | 303 |
| Loss from operations | $(4,502) | $(866) | $(5,368) | $(2,115) | (7,483) |
| Interest income | 180 | ||||
| Interest expense | (59) | ||||
| Interest expense-financing fees | (21) | ||||
| Other income | 8 | ||||
| Loss from continuing operations before taxes | (7,375) | ||||
| Income tax expense | — | ||||
| Loss from continuing operations, net of taxes | $(7,375) | ||||
Segment Reporting for the Quarter Ended March 31, 2025
| Treatment | Services | Segments Total | Corporate (1) | Consolidated Total | |
|---|---|---|---|---|---|
| Revenue from external customers | $9,186 | $4,733 | $13,919 | $— | $13,919 |
| Cost of Goods Sold: | |||||
| Payroll and benefits expenses | 4,437 | 2,013 | 6,450 | — | 6,450 |
| Material and supplies expenses | 1,351 | — | 1,351 | — | 1,351 |
| Disposal expenses | 220 | — | 220 | — | 220 |
| Transportation expenses | 495 | — | 495 | — | 495 |
| Subcontract expenses | — | 908 | 908 | — | 908 |
| Other cost of goods sold (2) | 2,433 | 1,405 | 3,838 | — | 3,838 |
| Total cost of goods sold | 8,936 | 4,326 | 13,262 | — | 13,262 |
| Gross profit | 250 | 407 | 657 | — | 657 |
| SG&A: | |||||
| Payroll and benefits | 873 | 538 | 1,411 | 931 | 2,342 |
| Other SG&A (3) | 483 | 198 | 681 | 992 | 1,673 |
| Total SG&A | 1,356 | 736 | 2,092 | 1,923 | 4,015 |
| Research and development | 291 | 23 | 314 | 69 | 383 |
| Gain on disposal of property and equipment | — | (5) | (5) | — | (5) |
| Loss from operations | $(1,397) | $(347) | $(1,744) | $(1,992) | (3,736) |
| Interest income | 335 | ||||
| Interest expense | (112) | ||||
| Interest expense-financing fees | (20) | ||||
| Other income | 33 | ||||
| Loss from continuing operations before taxes | (3,500) | ||||
| Income tax expense | — | ||||
| Loss from continuing operations, net of taxes | $(3,500) | ||||
| (1) | Amounts reflect the activity for corporate headquarters not included in the segment reporting information. |
| (2) | Other cost of goods sold for each reportable segment includes: |
| Treatment - lab, regulatory, maintenance, depreciation and amortization, travel, outside services and general expenses. Services - material and supplies, disposal, transportation, lab, regulatory, maintenance, depreciation and amortization, travel, outside services and general expenses. | |
| (3) | Other SG&A for each reportable segment and Corporate includes: |
| Treatment-depreciation and amortization, travel, outside services, maintenance and general expenses. Services- travel, outside services, maintenance and general expenses. Corporate-maintenance, depreciation and amortization, travel, outside services/public company and general expenses. |
The following table presents depreciation and amortization for the three months ended March 31, (in thousands):
| 2026 | 2025 | |
|---|---|---|
| Treatment | $455 | $381 |
| Services | 24 | 44 |
| Total segment | 479 | 425 |
| Corporate | 11 | 11 |
| Total | $490 | $436 |
The following table presents capital expenditures for the three months ended March 31, (net of financed amount of $0 and $132 for the three months ended March 31, 2026, and 2025, respectively) (in thousands):
| 2026 | 2025 | |
|---|---|---|
| Treatment | $841 | $487 |
| Services | 18 | 36 |
| Total segment | 859 | 523 |
| Corporate | — | — |
| Total | $859 | $523 |
| 12. | Income Taxes |
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.
The Company had income tax expense for continuing operations of $0 for both the three months ended March 31, 2026, and 2025. Our effective tax rate of 0% for each of the periods disclosed above was 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.
| 13. | Executive Compensation |
MIPs
On January 22, 2026, the Board (with Mr. Mark Duff and Dr. Louis Centofanti abstaining) and the Compensation Committee approved individual MIPs for the calendar year 2026 for each of the Company’s executive officers. Each MIP is effective January 1, 2026 and applicable for year 2026. Each MIP provides guidelines for the calculation of annual cash incentive-based compensation, subject to Compensation Committee oversight and modification. The performance compensation under each of the MIPs is based upon meeting certain of the Company’s separate target objectives during 2026. The total potential target performance compensation payable ranges from 25% to 150% of the 2026 base salary for the CEO ($107,417 to $644,505),29% to 100% of the 2026 base salary for the Chief Financial Officer ($98,553 to $342,795),29% to 100% of the 2026 base salary for the EVP of Strategic Initiatives ($82,127 to $285,666),25% to 100% ($81,180 to $324,725) of the 2026 base salary for the EVP of Hanford and International Waste Operations, and 25% to 100% of the 2026 base salary for the COO ($82,400 to $329,600).
| 14. | Subsequent Events |
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 7, 2026, the date that these consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements other than the events described below.
Promissory Note
In April 2026, the Company purchased a piece of property which provides direct rail access adjacent to its PFNWR facility pursuant to a Purchase and Sales Agreement dated November 17, 2025, for a purchase price of $350,000. The Company paid $87,500 in cash and entered into a promissory note dated April 15, 2026, in an amount of $262,500 with a bank (the “lender”) for the remaining balance of the purchase price, with a maturity date in ten years or April 15, 2036 (the “Note”). For the first five years starting May 15, 2026, monthly payments under the Note will consist of approximately $3,100 which include an annual fixed interest rate of 7.50%. Monthly payments under the Note will then be adjusted at the end of year five, with interest calculated based on the weekly average five-year US Treasury Securities Rate plus 3.0%. Under no circumstances will the variable interest rates on the Note be less than 4.0% per annum or more than (except in the case of default) the lesser of 20.5% per annum or the maximum rate allowed by applicable law. The Company agreed to pay the lender 3.0% of the total outstanding principal balance under the Note if the Company pays off its obligations during the first year of the Note. The prepayment penalty rate will be reduced by 1.0% at each subsequent annual anniversary of the Note. No prepayment penalty will apply in the event the Company pays off the Note on the fourth anniversary of the Note or thereafter.
NOV
On April 30, 2026, the Company received an NOV from the Washington State Department of Ecology (the “Department of Ecology”) following a June 24, 2025 inspection of the Company’s PFNWR facility in Richland, Washington. The NOV is based on an inspection report identifying alleged non-compliance with certain Department of Ecology waste regulations and permit requirements and requires the Company to implement specified corrective actions and provide documentation of its compliance within prescribed timeframes.
No administrative order has been issued and no monetary penalties have been assessed as of the date of this report. The Company is actively responding to the NOV and implementing corrective measures. Based on information currently available and the Company’s ongoing response, the Company does not expect this matter to result in a material adverse effect on its financial condition, results of operations, or cash flows.
The outcome of this matter remains subject to regulatory review. While the Department of Ecology may pursue escalated enforcement action in accordance with Washington State Dangerous (Hazardous) Waste Regulations, the Company currently expects a favorable resolution of the NOV and is not able to reasonably estimate the amount or range of any potential loss, if any, associated with this matter.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.