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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Charah Solutions Inc | NYSE:CHRA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.17 | 0 | 01:00:00 |
|
Delaware
|
82-4228671
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
12601 Plantside Drive
Louisville, Kentucky
|
40299
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
CHRA
|
|
New York Stock Exchange
|
Large accelerated filer ¨
|
|
|
|
Accelerated filer ¨
|
Non-accelerated filer x
|
|
|
|
Smaller reporting company ¨
|
|
|
|
|
Emerging growth company x
|
|
|
Page
|
|
|
|
|
|
|
•
|
the impacts from the COVID-19 pandemic on the Company’s business;
|
•
|
our business strategy;
|
•
|
our operating cash flows, the availability of capital and our liquidity;
|
•
|
our future revenue, income and operating performance;
|
•
|
our ability to sustain and improve our utilization, revenue and margins;
|
•
|
our ability to maintain acceptable pricing for our services;
|
•
|
our future capital expenditures;
|
•
|
our ability to finance equipment, working capital and capital expenditures;
|
•
|
competition and government regulations;
|
•
|
our ability to obtain permits and governmental approvals;
|
•
|
pending legal or environmental matters or liabilities;
|
•
|
environmental hazards;
|
•
|
industrial accidents;
|
•
|
business or asset acquisitions;
|
•
|
general economic conditions;
|
•
|
credit markets;
|
•
|
our ability to successfully develop our research and technology capabilities and to implement technological developments and enhancements;
|
•
|
uncertainty regarding our future operating results; and
|
•
|
plans, objectives, expectations and intentions, as well as any other statement contained in this Quarterly Report that are not statements of historical fact.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
30,359
|
|
|
$
|
4,913
|
|
Restricted cash
|
14,268
|
|
|
1,215
|
|
||
Trade accounts receivable, net
|
56,790
|
|
|
50,570
|
|
||
Receivable from affiliates
|
72
|
|
|
390
|
|
||
Contract assets
|
19,733
|
|
|
20,641
|
|
||
Inventory
|
9,736
|
|
|
14,792
|
|
||
Income tax receivable
|
595
|
|
|
1,374
|
|
||
Prepaid expenses and other current assets
|
4,884
|
|
|
4,615
|
|
||
Total current assets
|
136,437
|
|
|
98,510
|
|
||
Property and equipment, net
|
75,155
|
|
|
85,294
|
|
||
Goodwill
|
74,213
|
|
|
74,213
|
|
||
Intangible assets, net
|
88,321
|
|
|
92,473
|
|
||
Equity method investments
|
4,851
|
|
|
5,078
|
|
||
Other assets
|
1,192
|
|
|
188
|
|
||
Total assets
|
$
|
380,169
|
|
|
$
|
355,756
|
|
|
|
|
|
||||
Liabilities, mezzanine equity and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
17,433
|
|
|
25,510
|
|
||
Contract liabilities
|
14,955
|
|
|
582
|
|
||
Notes payable, current maturities
|
38,721
|
|
|
34,873
|
|
||
Asset retirement obligation, current portion
|
5,845
|
|
|
9,944
|
|
||
Purchase option liability
|
7,110
|
|
|
7,110
|
|
||
Accrued liabilities
|
37,496
|
|
|
35,490
|
|
||
Other current liabilities
|
1,086
|
|
|
1,116
|
|
||
Total current liabilities
|
122,646
|
|
|
114,625
|
|
||
Deferred tax liabilities
|
1,492
|
|
|
1,492
|
|
||
Contingent payments for acquisitions
|
11,586
|
|
|
11,481
|
|
||
Asset retirement obligation
|
5,103
|
|
|
5,187
|
|
||
Line of credit
|
24,500
|
|
|
19,000
|
|
||
Notes payable, less current maturities
|
153,831
|
|
|
150,698
|
|
||
Other liabilities
|
1,000
|
|
|
—
|
|
||
Total liabilities
|
320,158
|
|
|
302,483
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
Mezzanine equity
|
|
|
|
||||
Series A Preferred Stock — $0.01 par value; 50,000 shares authorized, 26 shares issued and outstanding as of June 30, 2020; aggregate liquidation preference of $27,000 as of June 30, 2020
|
24,549
|
|
|
—
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Retained losses
|
(50,788
|
)
|
|
(33,002
|
)
|
||
Common Stock — $0.01 par value; 200,000 shares authorized, 29,986 and 29,624 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
300
|
|
|
296
|
|
||
Additional paid-in capital
|
85,380
|
|
|
85,187
|
|
||
Total stockholders’ equity
|
34,892
|
|
|
52,481
|
|
||
Non-controlling interest
|
570
|
|
|
792
|
|
||
Total equity
|
35,462
|
|
|
53,273
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
380,169
|
|
|
$
|
355,756
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue
|
$
|
133,145
|
|
|
$
|
120,936
|
|
|
$
|
297,776
|
|
|
$
|
284,194
|
|
Cost of sales
|
122,411
|
|
|
123,001
|
|
|
276,245
|
|
|
270,880
|
|
||||
Gross profit (loss)
|
10,734
|
|
|
(2,065
|
)
|
|
21,531
|
|
|
13,314
|
|
||||
General and administrative expenses
|
9,637
|
|
|
17,400
|
|
|
22,393
|
|
|
31,385
|
|
||||
Operating income (loss)
|
1,097
|
|
|
(19,465
|
)
|
|
(862
|
)
|
|
(18,071
|
)
|
||||
Interest expense, net
|
(4,826
|
)
|
|
(4,102
|
)
|
|
(8,456
|
)
|
|
(9,154
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(8,603
|
)
|
|
—
|
|
||||
Income from equity method investment
|
326
|
|
|
663
|
|
|
622
|
|
|
1,217
|
|
||||
Loss before income taxes
|
(3,403
|
)
|
|
(22,904
|
)
|
|
(17,299
|
)
|
|
(26,008
|
)
|
||||
Income tax benefit
|
—
|
|
|
(5,628
|
)
|
|
—
|
|
|
(6,389
|
)
|
||||
Net loss
|
(3,403
|
)
|
|
(17,276
|
)
|
|
(17,299
|
)
|
|
(19,619
|
)
|
||||
Less income attributable to non-controlling interest
|
133
|
|
|
750
|
|
|
487
|
|
|
1,226
|
|
||||
Net loss attributable to Charah Solutions, Inc.
|
(3,536
|
)
|
|
(18,026
|
)
|
|
(17,786
|
)
|
|
(20,845
|
)
|
||||
Deemed and imputed dividends on Series A Preferred Stock
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
||||
Series A Preferred Stock dividends
|
(858
|
)
|
|
—
|
|
|
(969
|
)
|
|
—
|
|
||||
Net loss attributable to common stockholders
|
$
|
(4,561
|
)
|
|
$
|
(18,026
|
)
|
|
$
|
(18,922
|
)
|
|
$
|
(20,845
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.15
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.71
|
)
|
Diluted
|
$
|
(0.15
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.71
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding used in loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
29,927
|
|
|
29,559
|
|
|
29,785
|
|
|
29,374
|
|
||||
Diluted
|
29,927
|
|
|
29,559
|
|
|
29,785
|
|
|
29,374
|
|
|
For the Three Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||||||
|
Mezzanine Equity
|
|
|
Permanent Equity
|
||||||||||||||||||||||||||||||
|
Preferred Stock (Shares)
|
|
Preferred Stock (Amount)
|
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Retained
Losses
|
|
Total
|
|
Non-Controlling
Interest
|
|
Total
|
||||||||||||||||
Balance, March 31, 2019
|
—
|
|
|
$
|
—
|
|
|
|
29,554,588
|
|
|
$
|
296
|
|
|
$
|
83,083
|
|
|
$
|
6,595
|
|
|
$
|
89,974
|
|
|
$
|
699
|
|
|
90,673
|
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,026
|
)
|
|
(18,026
|
)
|
|
750
|
|
|
(17,276
|
)
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(426
|
)
|
|
(426
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|
—
|
|
|
799
|
|
|
—
|
|
|
799
|
|
|||||||
Shares issued under share-based compensation plans
|
—
|
|
|
—
|
|
|
|
31,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Taxes paid related to net settlement of shares
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
|||||||
Balance, June 30, 2019
|
—
|
|
|
$
|
—
|
|
|
|
29,586,165
|
|
|
$
|
296
|
|
|
$
|
83,681
|
|
|
$
|
(11,431
|
)
|
|
$
|
72,546
|
|
|
$
|
1,023
|
|
|
$
|
73,569
|
|
|
For the Three Months Ended June 30, 2020
|
|||||||||||||||||||||||||||||||||
|
Mezzanine Equity
|
|
|
Permanent Equity
|
||||||||||||||||||||||||||||||
|
Preferred Stock (Shares)
|
|
Preferred Stock (Amount)
|
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Retained
Losses
|
|
Total
|
|
Non-Controlling
Interest
|
|
Total
|
||||||||||||||||
Balance, March 31, 2020
|
26,000
|
|
|
$
|
23,513
|
|
|
|
29,616,882
|
|
|
$
|
296
|
|
|
$
|
85,794
|
|
|
$
|
(47,252
|
)
|
|
$
|
38,838
|
|
|
$
|
568
|
|
|
$
|
39,406
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,536
|
)
|
|
(3,536
|
)
|
|
133
|
|
|
(3,403
|
)
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
(131
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
738
|
|
|
—
|
|
|
738
|
|
|
—
|
|
|
738
|
|
|||||||
Shares issued under share-based compensation plans
|
—
|
|
|
—
|
|
|
|
426,852
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Taxes paid related to net settlement of shares
|
—
|
|
|
—
|
|
|
|
(57,971
|
)
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
(123
|
)
|
|||||||
Issuance of Series A Preferred Stock, net of issuance costs
|
—
|
|
|
750
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Deemed and imputed dividends on Series A Preferred Stock
|
—
|
|
|
286
|
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
|
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
||||||||
Series A Preferred Stock dividends
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(858
|
)
|
|
—
|
|
|
(858
|
)
|
|
—
|
|
|
(858
|
)
|
|||||||
Balance, June 30, 2020
|
26,000
|
|
|
$
|
24,549
|
|
|
|
29,985,763
|
|
|
$
|
300
|
|
|
$
|
85,380
|
|
|
$
|
(50,788
|
)
|
|
$
|
34,892
|
|
|
$
|
570
|
|
|
$
|
35,462
|
|
|
For the Six Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||||||
|
Mezzanine Equity
|
|
|
Permanent Equity
|
||||||||||||||||||||||||||||||
|
Preferred Stock (Shares)
|
|
Preferred Stock (Amount)
|
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Retained
Losses
|
|
Total
|
|
Non-Controlling
Interest
|
|
Total
|
||||||||||||||||
Balance, December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
|
29,082,988
|
|
|
$
|
291
|
|
|
$
|
82,880
|
|
|
$
|
9,414
|
|
|
$
|
92,585
|
|
|
$
|
805
|
|
|
$
|
93,390
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,845
|
)
|
|
(20,845
|
)
|
|
1,226
|
|
|
(19,619
|
)
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,008
|
)
|
|
(1,008
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,007
|
|
|
—
|
|
|
1,007
|
|
|
—
|
|
|
1,007
|
|
|||||||
Shares issued under share-based compensation plans
|
—
|
|
|
—
|
|
|
|
531,830
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Taxes paid related to net settlement of shares
|
—
|
|
|
—
|
|
|
|
(28,653
|
)
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
|||||||
Balance, June 30, 2019
|
—
|
|
|
$
|
—
|
|
|
|
29,586,165
|
|
|
$
|
296
|
|
|
$
|
83,681
|
|
|
$
|
(11,431
|
)
|
|
$
|
72,546
|
|
|
$
|
1,023
|
|
|
$
|
73,569
|
|
|
For the Six Months Ended June 30, 2020
|
|||||||||||||||||||||||||||||||||
|
Mezzanine Equity
|
|
|
Permanent Equity
|
||||||||||||||||||||||||||||||
|
Preferred Stock (Shares)
|
|
Preferred Stock (Amount)
|
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Retained
Losses
|
|
Total
|
|
Non-Controlling
Interest
|
|
Total
|
||||||||||||||||
Balance, December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
|
29,622,835
|
|
|
$
|
296
|
|
|
$
|
85,187
|
|
|
$
|
(33,002
|
)
|
|
$
|
52,481
|
|
|
$
|
792
|
|
|
$
|
53,273
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,786
|
)
|
|
(17,786
|
)
|
|
487
|
|
|
(17,299
|
)
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(709
|
)
|
|
(709
|
)
|
|||||||
Share based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,470
|
|
|
—
|
|
|
1,470
|
|
|
—
|
|
|
1,470
|
|
|||||||
Shares issued under share-based compensation plans
|
—
|
|
|
—
|
|
|
|
426,852
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Taxes paid related to the net settlement of shares
|
—
|
|
|
—
|
|
|
|
(63,924
|
)
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
|||||||
Issuance of Series A Preferred Stock, net of issuance costs
|
26,000
|
|
|
24,263
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Deemed and imputed dividends on Series A Preferred Stock
|
—
|
|
|
286
|
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
|
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
||||||||
Series A Preferred Stock dividends
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(969
|
)
|
|
—
|
|
|
(969
|
)
|
|
—
|
|
|
(969
|
)
|
|||||||
Balance, June 30, 2020
|
26,000
|
|
|
$
|
24,549
|
|
|
|
29,985,763
|
|
|
$
|
300
|
|
|
$
|
85,380
|
|
|
$
|
(50,788
|
)
|
|
$
|
34,892
|
|
|
$
|
570
|
|
|
$
|
35,462
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(17,299
|
)
|
|
$
|
(19,619
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
13,274
|
|
|
11,635
|
|
||
Loss on extinguishment of debt
|
8,603
|
|
|
—
|
|
||
Paid-in-kind interest on long-term debt
|
1,663
|
|
|
—
|
|
||
Amortization of debt issuance costs
|
214
|
|
|
342
|
|
||
Deferred income tax benefit
|
—
|
|
|
(6,389
|
)
|
||
Loss on sale of fixed assets
|
281
|
|
|
1,305
|
|
||
Income from equity method investment
|
(622
|
)
|
|
(1,217
|
)
|
||
Distributions received from equity investment
|
849
|
|
|
1,059
|
|
||
Non-cash share-based compensation
|
1,470
|
|
|
1,007
|
|
||
(Gain) loss on interest rate swap
|
(30
|
)
|
|
1,796
|
|
||
Interest accreted on contingent payments for acquisition
|
105
|
|
|
135
|
|
||
Increase (decrease) in cash due to changes in:
|
|
|
|
||||
Trade accounts receivable
|
(6,220
|
)
|
|
13,036
|
|
||
Contract assets and liabilities
|
15,280
|
|
|
(4,857
|
)
|
||
Inventory
|
4,975
|
|
|
3,491
|
|
||
Accounts payable
|
(7,887
|
)
|
|
4,452
|
|
||
Asset retirement obligation
|
(4,183
|
)
|
|
(5,120
|
)
|
||
Other assets and liabilities
|
(1,245
|
)
|
|
(4,484
|
)
|
||
Net cash provided by (used in) operating activities
|
9,228
|
|
|
(3,428
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from the sale of equipment
|
155
|
|
|
1,507
|
|
||
Purchases of property and equipment
|
(1,604
|
)
|
|
(11,491
|
)
|
||
Net cash used in investing activities
|
(1,449
|
)
|
|
(9,984
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Net proceeds from line of credit
|
5,500
|
|
|
15,375
|
|
||
Proceeds from long-term debt
|
15,781
|
|
|
9,994
|
|
||
Principal payments on long-term debt
|
(12,435
|
)
|
|
(8,067
|
)
|
||
Payments of debt issuance costs
|
(1,543
|
)
|
|
—
|
|
||
Taxes paid related to net settlement of shares
|
(137
|
)
|
|
(201
|
)
|
||
Net proceeds from issuance of convertible Series A Preferred Stock
|
24,263
|
|
|
—
|
|
||
Distributions to non-controlling interest
|
(709
|
)
|
|
(1,008
|
)
|
||
Net cash provided by financing activities
|
30,720
|
|
|
16,093
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
38,499
|
|
|
2,681
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
6,128
|
|
|
6,900
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
44,627
|
|
|
$
|
9,581
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
7,703
|
|
|
$
|
4,889
|
|
Cash refunded during the period for taxes
|
779
|
|
|
—
|
|
||
|
|
|
|
||||
Non-cash investing and financing transactions:
|
|
|
|
||||
Changes in property and equipment included in accounts payables and accrued expenses
|
$
|
676
|
|
|
$
|
—
|
|
Sale of equipment through the issuance of a note receivable
|
1,450
|
|
|
—
|
|
||
Series A Preferred Stock dividends payable included in accrued expenses
|
850
|
|
|
—
|
|
||
Shares issued under share-based compensation plans
|
4
|
|
|
—
|
|
|
|
|
Balances Without
|
|
Effect of Change
|
||||||
|
As Reported
|
|
Adoption of ASC 606
|
|
Higher / (Lower)
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
56,790
|
|
|
$
|
60,555
|
|
|
$
|
(3,765
|
)
|
Contract assets
|
19,733
|
|
|
15,968
|
|
|
3,765
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Contract liabilities
|
14,955
|
|
|
14,490
|
|
|
465
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Retained losses
|
$
|
(50,788
|
)
|
|
$
|
(50,323
|
)
|
|
$
|
(465
|
)
|
|
|
|
Balances Without
|
|
Effect of Change
|
||||||
|
As Reported
|
|
Adoption of ASC 606
|
|
Higher / (Lower)
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenue
|
$
|
133,145
|
|
|
$
|
133,185
|
|
|
$
|
(40
|
)
|
Loss before income taxes
|
(3,403
|
)
|
|
(3,363
|
)
|
|
(40
|
)
|
|||
Net loss
|
(3,403
|
)
|
|
(3,363
|
)
|
|
(40
|
)
|
|
|
|
Balances Without
|
|
Effect of Change
|
||||||
|
As Reported
|
|
Adoption of ASC 606
|
|
Higher / (Lower)
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenue
|
$
|
297,776
|
|
|
$
|
297,736
|
|
|
$
|
40
|
|
Loss before income taxes
|
(17,299
|
)
|
|
(17,339
|
)
|
|
40
|
|
|||
Net loss
|
(17,299
|
)
|
|
(17,339
|
)
|
|
40
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Environmental Solutions
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
21,400
|
|
|
$
|
24,890
|
|
|
$
|
43,161
|
|
|
$
|
47,402
|
|
Construction contracts
|
15,347
|
|
|
11,900
|
|
|
30,194
|
|
|
46,207
|
|
||||
Services
|
1,115
|
|
|
160
|
|
|
1,172
|
|
|
1,724
|
|
||||
Total Environmental Solutions
|
37,862
|
|
|
36,950
|
|
|
74,527
|
|
|
95,333
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Maintenance and Technical Services
|
|
|
|
|
|
|
|
||||||||
Services
|
95,283
|
|
|
83,986
|
|
|
223,249
|
|
|
188,861
|
|
||||
Total Maintenance and Technical Services
|
95,283
|
|
|
83,986
|
|
|
223,249
|
|
|
188,861
|
|
||||
Total revenue
|
$
|
133,145
|
|
|
$
|
120,936
|
|
|
$
|
297,776
|
|
|
$
|
284,194
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Environmental Solutions
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
37,651
|
|
|
$
|
36,950
|
|
|
$
|
73,681
|
|
|
$
|
95,333
|
|
Foreign
|
211
|
|
|
—
|
|
|
846
|
|
|
—
|
|
||||
Total Environmental Solutions
|
37,862
|
|
|
36,950
|
|
|
74,527
|
|
|
95,333
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Maintenance and Technical Services
|
|
|
|
|
|
|
|
||||||||
United States
|
95,283
|
|
|
83,986
|
|
|
223,249
|
|
|
188,861
|
|
||||
Total Maintenance and Technical Services
|
95,283
|
|
|
83,986
|
|
|
223,249
|
|
|
188,861
|
|
||||
Total revenue
|
$
|
133,145
|
|
|
$
|
120,936
|
|
|
$
|
297,776
|
|
|
$
|
284,194
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Balance, beginning of period
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
146
|
|
|
$
|
—
|
|
Add: provision
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
||||
Less: deduction and other adjustments
|
(5
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
||||
Balance, end of period
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Plant, machinery and equipment
|
$
|
79,046
|
|
|
$
|
75,578
|
|
Structural fill site improvements
|
55,760
|
|
|
55,760
|
|
||
Vehicles
|
19,263
|
|
|
19,163
|
|
||
Office equipment
|
2,785
|
|
|
2,741
|
|
||
Buildings and leasehold improvements
|
262
|
|
|
262
|
|
||
Structural fill sites
|
7,110
|
|
|
7,110
|
|
||
Construction in progress
|
7,519
|
|
|
12,324
|
|
||
Total property and equipment
|
$
|
171,745
|
|
|
$
|
172,938
|
|
Less: accumulated depreciation
|
(96,590
|
)
|
|
(87,644
|
)
|
||
Property and equipment, net
|
$
|
75,155
|
|
|
$
|
85,294
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Accrued expenses
|
$
|
23,120
|
|
|
$
|
20,456
|
|
Accrued payroll and bonuses
|
12,812
|
|
|
13,273
|
|
||
Accrued dividends
|
850
|
|
|
—
|
|
||
Accrued interest
|
714
|
|
|
1,761
|
|
||
Accrued liabilities
|
$
|
37,496
|
|
|
$
|
35,490
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Balance, beginning of period
|
$
|
12,987
|
|
|
$
|
24,218
|
|
|
$
|
15,131
|
|
|
$
|
26,065
|
|
Liabilities incurred
|
—
|
|
|
—
|
|
|
—
|
|
|
1,017
|
|
||||
Liabilities settled
|
(2,201
|
)
|
|
(3,575
|
)
|
|
(4,533
|
)
|
|
(6,782
|
)
|
||||
Accretion
|
162
|
|
|
302
|
|
|
350
|
|
|
645
|
|
||||
Balance, end of period
|
10,948
|
|
|
20,945
|
|
|
10,948
|
|
|
20,945
|
|
||||
Less: current portion
|
(5,845
|
)
|
|
(14,126
|
)
|
|
(5,845
|
)
|
|
(14,126
|
)
|
||||
Non-current portion
|
$
|
5,103
|
|
|
$
|
6,819
|
|
|
$
|
5,103
|
|
|
$
|
6,819
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Current assets
|
$
|
2,051
|
|
|
$
|
2,482
|
|
Noncurrent assets
|
339
|
|
|
395
|
|
||
Total assets
|
$
|
2,390
|
|
|
$
|
2,877
|
|
Current liabilities
|
288
|
|
|
321
|
|
||
Equity of Charah
|
4,851
|
|
|
5,078
|
|
||
Equity of joint venture partner
|
(2,749
|
)
|
|
(2,522
|
)
|
||
Total liabilities and members’ equity
|
$
|
2,390
|
|
|
$
|
2,877
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue
|
$
|
1,546
|
|
|
$
|
2,533
|
|
|
$
|
3,024
|
|
|
$
|
4,753
|
|
Net income
|
651
|
|
|
1,325
|
|
|
1,243
|
|
|
2,433
|
|
||||
Charah Solutions’ share of net income
|
326
|
|
|
663
|
|
|
622
|
|
|
1,217
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Opening balance
|
$
|
4,781
|
|
|
$
|
5,102
|
|
|
$
|
5,078
|
|
|
$
|
5,060
|
|
Distributions
|
(256
|
)
|
|
(547
|
)
|
|
(849
|
)
|
|
(1,059
|
)
|
||||
Share of net income
|
326
|
|
|
663
|
|
|
622
|
|
|
1,217
|
|
||||
Closing balance
|
$
|
4,851
|
|
|
$
|
5,218
|
|
|
$
|
4,851
|
|
|
$
|
5,218
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
||||||||
Definite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
78,942
|
|
|
$
|
(26,885
|
)
|
|
$
|
78,942
|
|
|
$
|
(22,938
|
)
|
Technology
|
2,003
|
|
|
(451
|
)
|
|
2,003
|
|
|
(351
|
)
|
||||
Non-compete and other agreements
|
289
|
|
|
(289
|
)
|
|
289
|
|
|
(253
|
)
|
||||
SCB trade name
|
694
|
|
|
(312
|
)
|
|
694
|
|
|
(243
|
)
|
||||
Rail easement
|
110
|
|
|
(110
|
)
|
|
110
|
|
|
(110
|
)
|
||||
Total
|
$
|
82,038
|
|
|
$
|
(28,047
|
)
|
|
$
|
82,038
|
|
|
$
|
(23,895
|
)
|
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Charah trade name
|
$
|
34,330
|
|
|
|
|
$
|
34,330
|
|
|
|
||||
Goodwill
|
74,213
|
|
|
|
|
74,213
|
|
|
|
||||||
Total
|
$
|
108,543
|
|
|
|
|
$
|
108,543
|
|
|
|
Definite-Lived Intangible Asset
|
|
Useful Life
|
Customer relationships
|
|
10 years
|
Technology
|
|
10 years
|
Non-compete and other agreements
|
|
2 years
|
SCB trade name
|
|
5 years
|
Rail easement
|
|
2 years
|
|
Approximate Percent Decrease in Estimated Fair Value
|
||||
|
+50 bps Discount Rate
|
|
-75 bps Growth Rate
|
||
Environmental Solutions reporting unit
|
6.3
|
%
|
|
7.9
|
%
|
•
|
a commitment to loan up to a further $25,000 in term loans, which expires in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan”, together with the Closing Date Term Loan, the “Term Loan”).
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $2,752 as of June 30, 2020.
|
$
|
3,411
|
|
|
$
|
3,937
|
|
Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $8,756 as of June 30, 2020.
|
9,453
|
|
|
10,429
|
|
||
Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2021 through December 2024. The notes are secured by equipment with a net book value of $3,386 as of June 30, 2020.
|
3,917
|
|
|
4,333
|
|
||
In June 2018, the Company entered into a $12,000 non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019 and was amended in November 2019, December 2019 and April 2020. Pursuant to the terms of the amendment, this loan was amended to require a maturity date of December 31, 2020 and interest on borrowings to be calculated at a fixed rate per annum equal to 5.9%. The note is secured by equipment with a net book value of $7,406 as of June 30, 2020.
|
8,641
|
|
|
9,900
|
|
||
In July 2019, the Company entered into a commercial insurance premium financing agreement, payable in monthly installments of $169, including interest of 4.4%, that matured in March 2020.
|
—
|
|
|
506
|
|
||
In April 2020, the Company entered into a commercial insurance premium financing agreement, payable in monthly installments ranging from $22 to $57, including interest of 3.4%, maturing in February 2021.
|
549
|
|
|
—
|
|
||
A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $5,689 as of June 30, 2020.
|
6,766
|
|
|
7,719
|
|
||
Pursuant to the terms of the Third Amendment, the Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Syndicated Credit Facility (see also Note 9), maturing July 2022. The interest rate applicable to the Closing Date Term Loan and the Delayed Draw Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently the LIBOR rate, or (ii) an alternative base rate. With respect to the Closing Date Term Loan, principal payments required are $854 monthly from July 2020 through September 2020, $1,153 monthly from October 2020 through December 2020, $1,280 monthly from January 2021 through December 2021, and $1,500 monthly thereafter. With respect to the Delayed Draw Term Loan, principal payments required are $833 monthly from July 2020 through March 2021. Beginning in April 2021, the then outstanding principal balance of the Delayed Draw Term Loans will be payable in sixteen equal installments monthly thereafter. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants.
|
161,225
|
|
|
152,188
|
|
||
Total
|
193,962
|
|
|
189,012
|
|
||
Less debt issuance costs
|
(1,410
|
)
|
|
(3,441
|
)
|
||
|
192,552
|
|
|
185,571
|
|
||
Less current maturities
|
(38,721
|
)
|
|
(34,873
|
)
|
||
Notes payable due after one year
|
$
|
153,831
|
|
|
$
|
150,698
|
|
•
|
the issuance of common stock as a dividend or the subdivision, combination, or reclassification of common stock into a greater or lesser number of shares of common stock;
|
•
|
the dividend, distribution or other issuance of rights, options or warrants to holders of common stock entitling them to subscribe for or purchase shares of common stock at a price per share that is less than the market value for such issuance;
|
•
|
the issuance of a dividend or similar distribution in-kind, which can include shares of any class of capital stock, evidences of the Company’s indebtedness, assets or other property or securities, to holders of common stock;
|
•
|
a transaction in which a subsidiary of the Company ceases to be a subsidiary of the Company as a result of the distribution of the equity interests of the subsidiary to the holders of the Company’s common stock; and
|
•
|
the payment of a cash dividend to the holders of common stock.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Costs and estimated earnings in excess of billings
|
$
|
15,968
|
|
|
$
|
19,256
|
|
Retainage
|
3,765
|
|
|
1,385
|
|
||
Total contract assets
|
$
|
19,733
|
|
|
$
|
20,641
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Deferred revenue
|
$
|
465
|
|
|
$
|
505
|
|
Billings in excess of costs and estimated earnings
|
14,490
|
|
|
77
|
|
||
Total contract liabilities
|
$
|
14,955
|
|
|
$
|
582
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Costs incurred on uncompleted contracts
|
$
|
91,513
|
|
|
$
|
65,343
|
|
Estimated earnings
|
12,827
|
|
|
9,618
|
|
||
Total costs and estimated earnings
|
104,340
|
|
|
74,961
|
|
||
Less billings to date
|
(102,862
|
)
|
|
(55,782
|
)
|
||
Costs and estimated earnings in excess of billings
|
$
|
1,478
|
|
|
$
|
19,179
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Costs and estimated earnings in excess of billings
|
$
|
15,968
|
|
|
$
|
19,256
|
|
Billings in excess of costs and estimated earnings
|
(14,490
|
)
|
|
(77
|
)
|
||
Net balance in process
|
$
|
1,478
|
|
|
$
|
19,179
|
|
|
Restricted Stock
|
|
Performance Stock
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Balance as of December 31, 2019
|
1,120
|
|
|
$
|
6.87
|
|
|
301
|
|
|
$
|
6.14
|
|
|
1,421
|
|
|
$
|
6.72
|
|
Granted
|
542
|
|
|
1.74
|
|
|
228
|
|
|
1.28
|
|
|
770
|
|
|
1.60
|
|
|||
Forfeited
|
(71
|
)
|
|
8.86
|
|
|
(15
|
)
|
|
6.19
|
|
|
(86
|
)
|
|
8.85
|
|
|||
Vested
|
(426
|
)
|
|
4.82
|
|
|
—
|
|
|
—
|
|
|
(426
|
)
|
|
4.82
|
|
|||
Balance as of June 30, 2020
|
1,165
|
|
|
$
|
4.79
|
|
|
514
|
|
|
$
|
3.98
|
|
|
1,679
|
|
|
$
|
4.52
|
|
|
Restricted Stock
|
|
Performance Stock
|
|
Total
|
||||||||||||
|
Weighted Average Remaining Contractual Terms (Years)
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Terms (Years)
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Terms (Years)
|
|
Aggregate Intrinsic Value
|
||||||
Balance as of December 31, 2019
|
0.99
|
|
$
|
2,731
|
|
|
1.69
|
|
$
|
733
|
|
|
1.26
|
|
$
|
3,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of June 30, 2020
|
1.27
|
|
$
|
3,706
|
|
|
2.19
|
|
$
|
1,632
|
|
|
1.55
|
|
$
|
5,338
|
|
Three Months Ended June 30, 2020
|
ES
|
|
M&TS
|
|
All Other
|
|
Total
|
||||||||
Segment revenue
|
$
|
37,862
|
|
|
$
|
95,283
|
|
|
$
|
—
|
|
|
$
|
133,145
|
|
Segment gross profit
|
4,233
|
|
|
6,501
|
|
|
—
|
|
|
10,734
|
|
||||
Segment depreciation and amortization expense
|
2,258
|
|
|
2,520
|
|
|
1,972
|
|
|
6,750
|
|
||||
Expenditures for segment assets
|
497
|
|
|
(83
|
)
|
|
6
|
|
|
420
|
|
Three Months Ended June 30, 2019
|
ES
|
|
M&TS
|
|
All Other
|
|
Total
|
||||||||
Segment revenue
|
$
|
36,950
|
|
|
$
|
83,986
|
|
|
$
|
—
|
|
|
$
|
120,936
|
|
Segment gross (loss) profit
|
(9,188
|
)
|
|
7,123
|
|
|
—
|
|
|
(2,065
|
)
|
||||
Segment depreciation and amortization expense
|
1,376
|
|
|
2,012
|
|
|
1,990
|
|
|
5,378
|
|
||||
Expenditures for segment assets
|
3,186
|
|
|
1,133
|
|
|
32
|
|
|
4,351
|
|
Six Months Ended June 30, 2020
|
ES
|
|
M&TS
|
|
All Other
|
|
Total
|
||||||||
Segment revenue
|
$
|
74,527
|
|
|
$
|
223,249
|
|
|
$
|
—
|
|
|
$
|
297,776
|
|
Segment gross profit
|
8,085
|
|
|
13,446
|
|
|
—
|
|
|
21,531
|
|
||||
Segment depreciation and amortization expense
|
4,338
|
|
|
4,993
|
|
|
3,943
|
|
|
13,274
|
|
||||
Expenditures for segment assets
|
1,059
|
|
|
512
|
|
|
33
|
|
|
1,604
|
|
Six Months Ended June 30, 2019
|
ES
|
|
M&TS
|
|
All Other
|
|
Total
|
|||||||
Segment revenue
|
$
|
95,333
|
|
|
188,861
|
|
|
$
|
—
|
|
|
$
|
284,194
|
|
Segment gross (loss) profit
|
(921
|
)
|
|
14,235
|
|
|
—
|
|
|
13,314
|
|
|||
Segment depreciation and amortization expense
|
3,690
|
|
|
3,966
|
|
|
3,979
|
|
|
11,635
|
|
|||
Expenditures for segment assets
|
6,957
|
|
|
4,502
|
|
|
32
|
|
|
11,491
|
|
As of June 30, 2020
|
ES
|
|
M&TS
|
|
All Other
|
|
Total
|
||||||||
Segment property and equipment, net
|
$
|
43,821
|
|
|
$
|
31,108
|
|
|
$
|
226
|
|
|
$
|
75,155
|
|
Segment goodwill
|
57,591
|
|
|
16,622
|
|
|
—
|
|
|
74,213
|
|
As of December 31, 2019
|
ES
|
|
M&TS
|
|
All Other
|
|
Total
|
||||||||
Segment property and equipment, net
|
$
|
47,856
|
|
|
$
|
37,251
|
|
|
$
|
187
|
|
|
$
|
85,294
|
|
Segment goodwill
|
57,591
|
|
|
16,622
|
|
|
—
|
|
|
74,213
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Segment gross profit (loss)
|
$
|
10,734
|
|
|
$
|
(2,065
|
)
|
|
$
|
21,531
|
|
|
$
|
13,314
|
|
General and administrative expenses
|
(9,637
|
)
|
|
(17,400
|
)
|
|
(22,393
|
)
|
|
(31,385
|
)
|
||||
Interest expense, net
|
(4,826
|
)
|
|
(4,102
|
)
|
|
(8,456
|
)
|
|
(9,154
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(8,603
|
)
|
|
—
|
|
||||
Income from equity method investment
|
326
|
|
|
663
|
|
|
622
|
|
|
1,217
|
|
||||
Income tax benefit
|
—
|
|
|
5,628
|
|
|
—
|
|
|
6,389
|
|
||||
Net loss
|
$
|
(3,403
|
)
|
|
$
|
(17,276
|
)
|
|
$
|
(17,299
|
)
|
|
$
|
(19,619
|
)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Segment property and equipment, net
|
$
|
75,155
|
|
|
$
|
85,294
|
|
Segment goodwill
|
74,213
|
|
|
74,213
|
|
||
Non-segment assets
|
230,801
|
|
|
196,249
|
|
||
Total assets
|
$
|
380,169
|
|
|
$
|
355,756
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Charah Solutions, Inc.
|
$
|
(3,536
|
)
|
|
$
|
(18,026
|
)
|
|
$
|
(17,786
|
)
|
|
$
|
(20,845
|
)
|
Deemed and imputed dividends on Series A Preferred Stock
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
||||
Series A Preferred Stock dividends
|
(858
|
)
|
|
—
|
|
|
(969
|
)
|
|
—
|
|
||||
Net loss attributable to common stockholders
|
(4,561
|
)
|
|
(18,026
|
)
|
|
(18,922
|
)
|
|
(20,845
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
29,927
|
|
|
29,559
|
|
|
29,785
|
|
|
29,374
|
|
||||
Dilutive share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total weighted-average shares outstanding, including dilutive shares
|
29,927
|
|
|
29,559
|
|
|
29,785
|
|
|
29,374
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic loss per share
|
$
|
(0.15
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.71
|
)
|
Diluted loss per share
|
$
|
(0.15
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.71
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||
Anti-dilutive restricted and performance stock units
|
1,440
|
|
|
1,388
|
|
|
1,400
|
|
|
1,191
|
|
Anti-dilutive Series A Preferred Stock convertible into common stock
|
9,444
|
|
|
—
|
|
|
5,547
|
|
|
—
|
|
Potentially dilutive securities, excluded as anti-dilutive
|
10,884
|
|
|
1,388
|
|
|
6,947
|
|
|
1,191
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
June 30,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Environmental Solutions
|
$
|
37,862
|
|
|
$
|
36,950
|
|
|
$
|
912
|
|
|
2.5
|
%
|
Maintenance and Technical Services
|
95,283
|
|
|
83,986
|
|
|
11,297
|
|
|
13.5
|
%
|
|||
Total revenue
|
133,145
|
|
|
120,936
|
|
|
12,209
|
|
|
10.1
|
%
|
|||
Cost of sales
|
122,411
|
|
|
123,001
|
|
|
(590
|
)
|
|
(0.5
|
)%
|
|||
Gross Profit (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Environmental Solutions
|
4,233
|
|
|
(9,188
|
)
|
|
13,421
|
|
|
146.1
|
%
|
|||
Maintenance and Technical Services
|
6,501
|
|
|
7,123
|
|
|
(622
|
)
|
|
(8.7
|
)%
|
|||
Total gross profit (loss)
|
10,734
|
|
|
(2,065
|
)
|
|
12,799
|
|
|
619.8
|
%
|
|||
General and administrative expenses
|
9,637
|
|
|
17,400
|
|
|
(7,763
|
)
|
|
(44.6
|
)%
|
|||
Operating income (loss)
|
1,097
|
|
|
(19,465
|
)
|
|
20,562
|
|
|
105.6
|
%
|
|||
Interest expense, net
|
(4,826
|
)
|
|
(4,102
|
)
|
|
(724
|
)
|
|
(17.6
|
)%
|
|||
Income from equity method investment
|
326
|
|
|
663
|
|
|
(337
|
)
|
|
(50.8
|
)%
|
|||
Loss before taxes
|
(3,403
|
)
|
|
(22,904
|
)
|
|
19,501
|
|
|
85.1
|
%
|
|||
Income tax benefit
|
—
|
|
|
(5,628
|
)
|
|
5,628
|
|
|
(100.0
|
)%
|
|||
Net loss
|
(3,403
|
)
|
|
(17,276
|
)
|
|
13,873
|
|
|
80.3
|
%
|
|||
Less income attributable to non-controlling interest
|
133
|
|
|
750
|
|
|
(617
|
)
|
|
(82.3
|
)%
|
|||
Net loss attributable to Charah Solutions, Inc.
|
(3,536
|
)
|
|
(18,026
|
)
|
|
14,490
|
|
|
80.4
|
%
|
|||
Deemed and imputed dividends on Series A Preferred Stock
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
|
(100.0
|
)%
|
|||
Series A Preferred Stock dividends
|
(858
|
)
|
|
—
|
|
|
(858
|
)
|
|
(100.0
|
)%
|
|||
Net loss attributable to common stockholders
|
$
|
(4,561
|
)
|
|
$
|
(18,026
|
)
|
|
$
|
13,465
|
|
|
74.7
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
June 30,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Environmental Solutions
|
$
|
74,527
|
|
|
$
|
95,333
|
|
|
$
|
(20,806
|
)
|
|
(21.8
|
)%
|
Maintenance and Technical Services
|
223,249
|
|
|
188,861
|
|
|
34,388
|
|
|
18.2
|
%
|
|||
Total revenue
|
297,776
|
|
|
284,194
|
|
|
13,582
|
|
|
4.8
|
%
|
|||
Cost of sales
|
276,245
|
|
|
270,880
|
|
|
5,365
|
|
|
2.0
|
%
|
|||
Gross Profit (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Environmental Solutions
|
8,085
|
|
|
(921
|
)
|
|
9,006
|
|
|
977.9
|
%
|
|||
Maintenance and Technical Services
|
13,446
|
|
|
14,235
|
|
|
(789
|
)
|
|
(5.5
|
)%
|
|||
Total gross profit
|
21,531
|
|
|
13,314
|
|
|
8,217
|
|
|
61.7
|
%
|
|||
General and administrative expenses
|
22,393
|
|
|
31,385
|
|
|
(8,992
|
)
|
|
(28.7
|
)%
|
|||
Operating loss
|
(862
|
)
|
|
(18,071
|
)
|
|
17,209
|
|
|
95.2
|
%
|
|||
Interest expense, net
|
(8,456
|
)
|
|
(9,154
|
)
|
|
698
|
|
|
7.6
|
%
|
|||
Loss on extinguishment of debt
|
(8,603
|
)
|
|
—
|
|
|
(8,603
|
)
|
|
(100.0
|
)%
|
|||
Income from equity method investment
|
622
|
|
|
1,217
|
|
|
(595
|
)
|
|
(48.9
|
)%
|
|||
Loss before taxes
|
(17,299
|
)
|
|
(26,008
|
)
|
|
8,709
|
|
|
33.5
|
%
|
|||
Income tax benefit
|
—
|
|
|
(6,389
|
)
|
|
6,389
|
|
|
(100.0
|
)%
|
|||
Net loss
|
(17,299
|
)
|
|
(19,619
|
)
|
|
2,320
|
|
|
11.8
|
%
|
|||
Less income attributable to non-controlling interest
|
487
|
|
|
1,226
|
|
|
(739
|
)
|
|
(60.3
|
)%
|
|||
Net loss attributable to Charah Solutions, Inc.
|
(17,786
|
)
|
|
(20,845
|
)
|
|
3,059
|
|
|
14.7
|
%
|
|||
Deemed and imputed dividends on Series A Preferred Stock
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
|
(100.0
|
)%
|
|||
Series A Preferred Stock dividends
|
(969
|
)
|
|
—
|
|
|
(969
|
)
|
|
(100.0
|
)%
|
|||
Net loss attributable to common stockholders
|
$
|
(18,922
|
)
|
|
$
|
(20,845
|
)
|
|
$
|
1,923
|
|
|
9.2
|
%
|
|
June 30, 2020
|
|
December 31, 2019
|
|
Change
|
||||||
|
(in thousands)
|
|
|
||||||||
Total assets
|
$
|
380,169
|
|
|
$
|
355,756
|
|
|
$
|
24,413
|
|
Total liabilities
|
320,158
|
|
|
302,483
|
|
|
17,675
|
|
|||
Mezzanine equity
|
24,549
|
|
|
—
|
|
|
24,549
|
|
|||
Total equity
|
35,462
|
|
|
53,273
|
|
|
(17,811
|
)
|
|
Six Months Ended
|
|
|
||||||||
|
June 30,
|
|
Change
|
||||||||
|
2020
|
|
2019
|
|
$
|
||||||
|
(dollars in thousands)
|
||||||||||
Cash flows provided by (used in) operating activities
|
$
|
9,228
|
|
|
$
|
(3,428
|
)
|
|
$
|
12,656
|
|
Cash flows used in investing activities
|
(1,449
|
)
|
|
(9,984
|
)
|
|
8,535
|
|
|||
Cash flows provided by financing activities
|
30,720
|
|
|
16,093
|
|
|
14,627
|
|
|||
Net change in cash
|
$
|
38,499
|
|
|
$
|
2,681
|
|
|
$
|
35,818
|
|
•
|
A revolving loan not to exceed $50.0 million (the “Revolving Loan”);
|
•
|
A term loan of $205.0 million (the “Closing Date Term Loan”); and
|
•
|
A commitment to loan up to a further $25.0 million in term loans, which expires in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”).
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loss attributable to Charah Solutions, Inc.
|
$
|
(3,536
|
)
|
|
$
|
(18,026
|
)
|
|
$
|
(17,786
|
)
|
|
$
|
(20,845
|
)
|
Interest expense, net
|
4,826
|
|
|
4,102
|
|
|
8,456
|
|
|
9,154
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
8,603
|
|
|
—
|
|
||||
Income tax benefit
|
—
|
|
|
(5,628
|
)
|
|
—
|
|
|
(6,389
|
)
|
||||
Depreciation and amortization
|
6,750
|
|
|
5,378
|
|
|
13,274
|
|
|
11,635
|
|
||||
Elimination of certain non-recurring legal costs and expenses(1)
|
(1,873
|
)
|
|
—
|
|
|
(2,137
|
)
|
|
(746
|
)
|
||||
Equity-based compensation
|
738
|
|
|
799
|
|
|
1,470
|
|
|
1,007
|
|
||||
Brickhaven contract deemed termination revenue reversal
|
—
|
|
|
10,000
|
|
|
0
|
|
10,000
|
|
|||||
Transaction-related expenses and other items(2)
|
599
|
|
|
1,022
|
|
|
817
|
|
|
2,737
|
|
||||
Adjusted EBITDA
|
$
|
7,504
|
|
|
$
|
(2,353
|
)
|
|
$
|
12,697
|
|
|
$
|
6,553
|
|
Adjusted EBITDA margin(3)
|
5.6%
|
|
(1.9)%
|
|
4.3%
|
|
2.3%
|
(1)
|
Represents non-recurring legal costs and expenses, which amounts are not representative of those that we historically incur in the ordinary course of our business. Negative amounts represent insurance recoveries related to these matters.
|
(2)
|
Represents expenses associated with the Amendment to the Credit Facility, SCB transaction expenses, executive severance costs, IPO-related costs, and other miscellaneous items.
|
(3)
|
Adjusted EBITDA margin is a non-GAAP financial measure that represents the ratio of Adjusted EBITDA to total revenue. We use Adjusted EBITDA margin to measure the success of our businesses in managing our cost base and improving profitability.
|
Period
|
|
Total Number of Shares Purchased(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
April 1, 2020 through April 30, 2020
|
|
57,971
|
|
|
$
|
1.71
|
|
|
—
|
|
|
$
|
—
|
|
May 1, 2020 through May 31, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
June 1, 2020 through June 30, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
57,971
|
|
|
|
|
—
|
|
|
|
(1)
|
Represents shares of common stock withheld for income tax purposes in connection with the vesting of shares of restricted stock issued to employees.
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
|
Filed herewith.
|
**
|
|
Furnished herewith.
|
|
|
|
|
CHARAH SOLUTIONS, INC.
|
|
|
|
|
|
|
|
August 11, 2020
|
By:
|
/s/ Scott A. Sewell
|
|
Name:
|
Scott A. Sewell
|
|
Title:
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
August 11, 2020
|
By:
|
/s/ Roger D. Shannon
|
|
Name:
|
Roger D. Shannon
|
|
Title:
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
1 Year Charah Solutions Chart |
1 Month Charah Solutions Chart |
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