|
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
|
|
|
|
|
|
|
•
|
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 contained in this Quarterly Report that are not historical.
|
|
September 30,
2019 |
|
December 31, 2018
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
7,586
|
|
|
$
|
6,900
|
|
Trade accounts receivable
|
68,072
|
|
|
60,742
|
|
||
Receivable from affiliates
|
598
|
|
|
894
|
|
||
Costs and estimated earnings in excess of billings
|
11,550
|
|
|
86,710
|
|
||
Inventory
|
15,487
|
|
|
25,797
|
|
||
Income tax receivable
|
2,860
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
5,781
|
|
|
5,133
|
|
||
Total current assets
|
111,934
|
|
|
186,176
|
|
||
Property and equipment:
|
|
|
|
||||
Plant, machinery and equipment
|
73,808
|
|
|
74,896
|
|
||
Structural fill site improvements
|
55,760
|
|
|
55,760
|
|
||
Vehicles
|
19,455
|
|
|
17,407
|
|
||
Office equipment
|
2,537
|
|
|
1,623
|
|
||
Buildings and leasehold improvements
|
262
|
|
|
262
|
|
||
Structural fill sites
|
7,110
|
|
|
7,110
|
|
||
Construction in progress
|
10,636
|
|
|
3,488
|
|
||
Total property and equipment
|
169,568
|
|
|
160,546
|
|
||
Less accumulated depreciation
|
(83,994
|
)
|
|
(71,605
|
)
|
||
Property and equipment, net
|
85,574
|
|
|
88,941
|
|
||
Other assets:
|
|
|
|
||||
Trade names, net
|
34,816
|
|
|
34,920
|
|
||
Customer relationships, net
|
57,977
|
|
|
63,898
|
|
||
Technology, net
|
1,702
|
|
|
1,853
|
|
||
Non-compete and other agreements, net
|
72
|
|
|
180
|
|
||
Other intangible assets, net
|
—
|
|
|
22
|
|
||
Goodwill
|
74,213
|
|
|
74,213
|
|
||
Other assets
|
—
|
|
|
891
|
|
||
Deferred tax asset
|
10,250
|
|
|
2,747
|
|
||
Equity method investment
|
5,294
|
|
|
5,060
|
|
||
Total assets
|
$
|
381,832
|
|
|
$
|
458,901
|
|
|
September 30,
2019 |
|
December 31, 2018
|
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
29,575
|
|
|
24,821
|
|
|
Billings in excess of costs and estimated earnings
|
393
|
|
|
1,352
|
|
||
Notes payable, current maturities
|
60,565
|
|
|
23,268
|
|
||
Accrued payroll and bonuses
|
23,373
|
|
|
15,480
|
|
||
Asset retirement obligation, current portion
|
13,738
|
|
|
14,704
|
|
||
Purchase option liability
|
7,110
|
|
|
10,017
|
|
||
Accrued expenses
|
20,735
|
|
|
22,473
|
|
||
Other liabilities
|
1,207
|
|
|
—
|
|
||
Total current liabilities
|
156,696
|
|
|
112,115
|
|
||
Long-term liabilities:
|
|
|
|
||||
Contingent payments for acquisitions
|
11,417
|
|
|
11,214
|
|
||
Asset retirement obligation, less current portion
|
4,029
|
|
|
11,361
|
|
||
Line of credit
|
10,215
|
|
|
19,799
|
|
||
Notes payable, less current maturities
|
128,550
|
|
|
211,022
|
|
||
Total liabilities
|
310,907
|
|
|
365,511
|
|
||
Commitments and contingencies (see Note 11)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Retained (losses) earnings
|
(14,744
|
)
|
|
9,414
|
|
||
Common Stock, $0.01 par value; 200,000,000 shares authorized; 29,622,835 and 29,082,988 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
296
|
|
|
291
|
|
||
Additional paid-in capital
|
84,340
|
|
|
82,880
|
|
||
Total stockholders’ equity
|
69,892
|
|
|
92,585
|
|
||
Non-controlling interest
|
1,033
|
|
|
805
|
|
||
Total equity
|
70,925
|
|
|
93,390
|
|
||
Total liabilities and equity
|
$
|
381,832
|
|
|
$
|
458,901
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
121,113
|
|
|
$
|
186,002
|
|
|
$
|
405,307
|
|
|
$
|
537,254
|
|
Cost of sales
|
107,254
|
|
|
159,296
|
|
|
378,134
|
|
|
460,901
|
|
||||
Gross profit
|
13,859
|
|
|
26,706
|
|
|
27,173
|
|
|
76,353
|
|
||||
General and administrative expenses
|
14,096
|
|
|
32,625
|
|
|
45,481
|
|
|
65,944
|
|
||||
Operating (loss) income
|
(237
|
)
|
|
(5,919
|
)
|
|
(18,308
|
)
|
|
10,409
|
|
||||
Interest expense, net
|
(3,833
|
)
|
|
(17,034
|
)
|
|
(12,987
|
)
|
|
(26,708
|
)
|
||||
Income from equity method investment
|
667
|
|
|
786
|
|
|
1,884
|
|
|
2,072
|
|
||||
Loss before income taxes
|
(3,403
|
)
|
|
(22,167
|
)
|
|
(29,411
|
)
|
|
(14,227
|
)
|
||||
Income tax benefit
|
(1,100
|
)
|
|
(5,667
|
)
|
|
(7,489
|
)
|
|
(2,761
|
)
|
||||
Net loss
|
(2,303
|
)
|
|
(16,500
|
)
|
|
(21,922
|
)
|
|
(11,466
|
)
|
||||
Less income attributable to non-controlling interest
|
1,010
|
|
|
895
|
|
|
2,236
|
|
|
1,904
|
|
||||
Net loss attributable to Charah Solutions, Inc.
|
$
|
(3,313
|
)
|
|
$
|
(17,395
|
)
|
|
$
|
(24,158
|
)
|
|
$
|
(13,370
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.11
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.52
|
)
|
Diluted
|
$
|
(0.11
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.52
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding used in loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
29,604,500
|
|
|
29,082,988
|
|
|
29,451,873
|
|
|
25,776,720
|
|
||||
Diluted
|
29,604,500
|
|
|
29,082,988
|
|
|
29,451,873
|
|
|
25,776,720
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Pro forma net loss information (See Note 1):
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Charah Solutions, Inc. before provision for income taxes
|
$
|
(4,413
|
)
|
|
$
|
(23,062
|
)
|
|
$
|
(31,647
|
)
|
|
$
|
(16,131
|
)
|
Pro forma provision for income taxes
|
(1,100
|
)
|
|
(5,667
|
)
|
|
(7,489
|
)
|
|
(4,358
|
)
|
||||
Pro forma net loss attributable to Charah Solutions, Inc.
|
$
|
(3,313
|
)
|
|
$
|
(17,395
|
)
|
|
$
|
(24,158
|
)
|
|
$
|
(11,773
|
)
|
|
|
For the Three Months Ended September 30, 2019
|
|||||||||||||||||||||||||
|
|
Charah Solutions, Inc.
|
|||||||||||||||||||||||||
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Retained
Losses
|
|
Total
|
|
Non-Controlling
Interest
|
|
Total
|
|||||||||||||
Balance, June 30, 2019
|
|
29,586,165
|
|
|
$
|
296
|
|
|
$
|
83,681
|
|
|
$
|
(11,431
|
)
|
|
72,546
|
|
|
$
|
1,023
|
|
|
$
|
73,569
|
|
|
Net (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,313
|
)
|
|
(3,313
|
)
|
|
1,010
|
|
|
(2,303
|
)
|
||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
659
|
|
|
—
|
|
|
659
|
|
|
—
|
|
|
659
|
|
||||||
Shares issued under share-based compensation plans
|
|
36,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, September 30, 2019
|
|
29,622,835
|
|
|
$
|
296
|
|
|
$
|
84,340
|
|
|
$
|
(14,744
|
)
|
|
$
|
69,892
|
|
|
$
|
1,033
|
|
|
$
|
70,925
|
|
|
|
For the Three Months Ended September 30, 2018
|
|||||||||||||||||||||||||
|
|
Charah Solutions, Inc.
|
|||||||||||||||||||||||||
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Retained
Earnings
|
|
Total
|
|
Non-Controlling
Interest
|
|
Total
|
|||||||||||||
Balance, June 30, 2018
|
|
29,082,988
|
|
|
$
|
291
|
|
|
$
|
80,450
|
|
|
$
|
22,341
|
|
|
$
|
103,082
|
|
|
$
|
886
|
|
|
$
|
103,968
|
|
Net (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,395
|
)
|
|
(17,395
|
)
|
|
895
|
|
|
(16,500
|
)
|
||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(905
|
)
|
|
(905
|
)
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,046
|
|
|
—
|
|
|
1,046
|
|
|
—
|
|
|
1,046
|
|
||||||
Deferred offering costs
|
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
||||||
Balance, September 30, 2018
|
|
29,082,988
|
|
|
$
|
291
|
|
|
$
|
81,202
|
|
|
$
|
4,946
|
|
|
$
|
86,439
|
|
|
$
|
876
|
|
|
$
|
87,315
|
|
|
|
For the Nine Months Ended September 30, 2019
|
|||||||||||||||||||||||||
|
|
Charah Solutions, Inc.
|
|||||||||||||||||||||||||
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Retained
Earnings (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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,158
|
)
|
|
(24,158
|
)
|
|
2,236
|
|
|
(21,922
|
)
|
||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,008
|
)
|
|
(2,008
|
)
|
||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,666
|
|
|
—
|
|
|
1,666
|
|
|
—
|
|
|
1,666
|
|
||||||
Shares issued under share-based compensation plans
|
|
568,500
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares repurchased
|
|
(28,653
|
)
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
||||||
Balance, September 30, 2019
|
|
29,622,835
|
|
|
$
|
296
|
|
|
$
|
84,340
|
|
|
$
|
(14,744
|
)
|
|
$
|
69,892
|
|
|
$
|
1,033
|
|
|
$
|
70,925
|
|
|
|
For the Nine Months Ended September 30, 2018
|
|||||||||||||||||||||||||||||||||
|
|
Charah Solutions, Inc.
|
|||||||||||||||||||||||||||||||||
|
|
Common Stock (Shares)
|
|
Common Stock (Amount)
|
|
Additional Paid-In Capital
|
|
Charah, LLC Members’ Interest
|
|
Allied Power Management, LLC Members’ Interest
|
|
Retained
Earnings
|
|
Total
|
|
Non-Controlling
Interest
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,718
|
|
|
$
|
9,687
|
|
|
$
|
18,316
|
|
|
$
|
47,721
|
|
|
$
|
598
|
|
|
$
|
48,319
|
|
Net (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,370
|
)
|
|
(13,370
|
)
|
|
1,904
|
|
|
(11,466
|
)
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(686
|
)
|
|
—
|
|
|
—
|
|
|
(686
|
)
|
|
(1,626
|
)
|
|
(2,312
|
)
|
||||||||
Conversion from members' interest to common stock
|
|
23,436,398
|
|
|
234
|
|
|
28,699
|
|
|
(19,246
|
)
|
|
(9,687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of shares
|
|
5,294,117
|
|
|
53
|
|
|
59,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,241
|
|
|
—
|
|
|
59,241
|
|
||||||||
Share based common stock issued
|
|
372,169
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares repurchased
|
|
(19,696
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,235
|
|
|
—
|
|
|
2,235
|
|
||||||||
Deferred offering costs
|
|
—
|
|
|
—
|
|
|
(8,916
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,916
|
)
|
|
—
|
|
|
(8,916
|
)
|
||||||||
Balance, September 30, 2018
|
|
29,082,988
|
|
|
$
|
291
|
|
|
$
|
81,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,946
|
|
|
$
|
86,439
|
|
|
$
|
876
|
|
|
$
|
87,315
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(21,922
|
)
|
|
$
|
(11,466
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
17,034
|
|
|
33,898
|
|
||
Amortization of debt issuance costs
|
520
|
|
|
11,460
|
|
||
Deferred income tax benefit
|
(7,503
|
)
|
|
(3,076
|
)
|
||
Loss on sale of fixed assets
|
1,732
|
|
|
749
|
|
||
Income from equity method investment
|
(1,884
|
)
|
|
(2,072
|
)
|
||
Distributions received from equity investment
|
1,650
|
|
|
1,689
|
|
||
Non-cash share-based compensation
|
1,666
|
|
|
2,449
|
|
||
Loss (gain) on interest rate swap
|
2,098
|
|
|
(2,857
|
)
|
||
Interest accreted on contingent earnout liability
|
203
|
|
|
—
|
|
||
Changes in cash due to changes in:
|
|
|
|
||||
Trade accounts receivable
|
(7,330
|
)
|
|
(21,706
|
)
|
||
Costs and estimated earnings in excess of billings
|
75,160
|
|
|
(54,590
|
)
|
||
Inventory
|
10,310
|
|
|
(4,480
|
)
|
||
Accounts payable
|
4,754
|
|
|
4,192
|
|
||
Billings in excess of costs and estimated earnings
|
(959
|
)
|
|
(11,283
|
)
|
||
Asset retirement obligation
|
(8,298
|
)
|
|
7,834
|
|
||
Other current assets and liabilities
|
2,944
|
|
|
38,755
|
|
||
Net cash provided by (used in) operating activities
|
70,175
|
|
|
(10,504
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from the sale of equipment
|
1,672
|
|
|
1,297
|
|
||
Purchases of property and equipment
|
(13,672
|
)
|
|
(14,948
|
)
|
||
Payments for business acquisitions, net of cash received
|
—
|
|
|
(19,983
|
)
|
||
Purchase of intangible assets
|
—
|
|
|
(31
|
)
|
||
Net cash used in investing activities
|
(12,000
|
)
|
|
(33,665
|
)
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Net (payments) proceeds on line of credit
|
(9,584
|
)
|
|
5,106
|
|
||
Proceeds from long-term debt
|
16,907
|
|
|
214,330
|
|
||
Principal payments on long-term debt
|
(62,603
|
)
|
|
(251,563
|
)
|
||
Repurchases of shares
|
(201
|
)
|
|
—
|
|
||
Payments of offering costs
|
—
|
|
|
(8,916
|
)
|
||
Issuance of common stock
|
—
|
|
|
59,241
|
|
||
Distributions to non-controlling interest
|
(2,008
|
)
|
|
(1,626
|
)
|
||
Distributions to members
|
—
|
|
|
(686
|
)
|
||
Net cash (used in) provided by financing activities
|
(57,489
|
)
|
|
15,886
|
|
||
Net increase (decrease) in cash
|
686
|
|
|
(28,283
|
)
|
||
Cash, beginning of period
|
6,900
|
|
|
32,264
|
|
||
Cash, end of period
|
$
|
7,586
|
|
|
$
|
3,981
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the year for interest
|
$
|
8,562
|
|
|
$
|
19,244
|
|
Cash paid during the year for taxes
|
$
|
91
|
|
|
$
|
—
|
|
Cash acquired
|
$
|
17
|
|
Net working capital, excluding cash
|
21,255
|
|
|
Property, plant and equipment
|
5,300
|
|
|
Trade name intangible assets
|
694
|
|
|
Customer relationship intangible assets
|
742
|
|
|
Technology
|
1,972
|
|
|
Non-compete and other agreements
|
289
|
|
|
Goodwill
|
745
|
|
|
Total purchase price
|
$
|
31,014
|
|
|
Nine Months Ended
|
||
|
September 30,
|
||
|
2018
|
||
Pro forma revenue
|
$
|
554,077
|
|
Pro forma net loss attributable to Charah Solutions, Inc.
|
(12,568
|
)
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Current assets
|
$
|
3,091
|
|
|
$
|
2,619
|
|
Noncurrent assets
|
423
|
|
|
508
|
|
||
Total assets
|
$
|
3,514
|
|
|
$
|
3,127
|
|
Current liabilities
|
526
|
|
|
607
|
|
||
Equity of Charah
|
5,294
|
|
|
5,060
|
|
||
Equity of joint venture partner
|
(2,306
|
)
|
|
(2,540
|
)
|
||
Total liabilities and members’ equity
|
$
|
3,514
|
|
|
$
|
3,127
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
2,647
|
|
|
$
|
3,409
|
|
|
$
|
7,400
|
|
|
$
|
8,438
|
|
Net income
|
1,334
|
|
|
1,572
|
|
|
3,767
|
|
|
4,144
|
|
||||
Charah Solutions’ share of net income
|
667
|
|
|
786
|
|
|
1,884
|
|
|
2,072
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Opening balance
|
$
|
5,218
|
|
|
$
|
5,354
|
|
|
$
|
5,060
|
|
|
$
|
5,006
|
|
Distributions
|
(591
|
)
|
|
(751
|
)
|
|
(1,650
|
)
|
|
(1,689
|
)
|
||||
Share of net income
|
667
|
|
|
786
|
|
|
1,884
|
|
|
2,072
|
|
||||
Closing balance
|
$
|
5,294
|
|
|
$
|
5,389
|
|
|
$
|
5,294
|
|
|
$
|
5,389
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
||||||||
Definite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
78,942
|
|
|
$
|
(20,965
|
)
|
|
$
|
78,942
|
|
|
$
|
(15,044
|
)
|
Technology
|
2,003
|
|
|
(301
|
)
|
|
2,003
|
|
|
(150
|
)
|
||||
Non-compete and other agreements
|
289
|
|
|
(216
|
)
|
|
289
|
|
|
(109
|
)
|
||||
SCB trade name
|
694
|
|
|
(208
|
)
|
|
694
|
|
|
(104
|
)
|
||||
Rail easement
|
110
|
|
|
(110
|
)
|
|
110
|
|
|
(88
|
)
|
||||
Total
|
$
|
82,038
|
|
|
$
|
(21,800
|
)
|
|
$
|
82,038
|
|
|
$
|
(15,495
|
)
|
|
|
|
|
|
|
|
|
||||||||
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
|
||||
|
+75 bps Discount Rate
|
|
-100 bps Growth Rate
|
||
Environmental Solutions reporting unit
|
6.5
|
%
|
|
5.7
|
%
|
•
|
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”).
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Various equipment notes entered into in November 2017, payable in monthly installments ranging from $5 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 $3,635 as of September 30, 2019.
|
$
|
3,708
|
|
|
$
|
4,949
|
|
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 $10,274 as of September 30, 2019.
|
11,393
|
|
|
12,293
|
|
||
Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $4, including interest ranging from 3.9% to 4.7%, maturing in May 2021 through September 2024. The notes are secured by equipment with a net book value of $545 as of September 30, 2019.
|
544
|
|
|
—
|
|
||
In June 2018, the Company entered into a $12,000 convertible, non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019, with a maturity date of April 10, 2024. Interest on borrowings subsequent to the conversion date is calculated at a fixed rate per annum equal to 4.4%. The note is secured by equipment with a net book value of $9,150 as of September 30, 2019.
|
10,800
|
|
|
8,299
|
|
||
In April 2019, the Company entered into a $4,000 convertible, non-revolving credit note with a bank. Interest on borrowings is calculated at a fixed rate per annum equal to 4.6%. The note is secured by equipment with a net book value of $1,422 as of September 30, 2019. Subsequent to September 30, 2019, the outstanding balance on this note was paid off in full.
|
1,493
|
|
|
—
|
|
||
In July 2019, the Company entered into a commercial insurance premium financing agreement, payable in monthly installments of $169, including interest of 4.4%, maturing in March 2020.
|
1,004
|
|
|
—
|
|
||
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 note is secured by equipment with a net book value of $7,092 as of September 30, 2019.
|
8,188
|
|
|
9,563
|
|
||
The Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Credit Facility (see Note 6). 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 LIBOR, or (ii) an alternative base rate. Principal payments required are $2,563 in December 2019, $42,688 in March 2020, $2,688 quarterly through September 2020, $4,031 quarterly through September 2022 and $5,375 quarterly through September 2023. The remaining outstanding amounts will be due in September 2023. The loan is secured by substantially all of the assets of the Company, and is subject to certain financial covenants.
|
154,750
|
|
|
202,438
|
|
||
Total
|
191,880
|
|
|
237,542
|
|
||
Less debt issuance costs
|
(2,765
|
)
|
|
(3,252
|
)
|
||
|
189,115
|
|
|
234,290
|
|
||
Less current maturities
|
(60,565
|
)
|
|
(23,268
|
)
|
||
Notes payable due after one year
|
$
|
128,550
|
|
|
$
|
211,022
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Costs incurred on uncompleted contracts
|
$
|
139,575
|
|
|
$
|
314,700
|
|
Estimated (losses) earnings
|
(4,228
|
)
|
|
96,176
|
|
||
Total costs and estimated earnings
|
135,347
|
|
|
410,876
|
|
||
Less billings to date
|
(124,190
|
)
|
|
(325,518
|
)
|
||
Costs and estimated earnings in excess of billings
|
$
|
11,157
|
|
|
$
|
85,358
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Costs and estimated earnings in excess of billings
|
$
|
11,550
|
|
|
$
|
86,710
|
|
Billings in excess of costs and estimated earnings
|
(393
|
)
|
|
(1,352
|
)
|
||
Net balance in process
|
$
|
11,157
|
|
|
$
|
85,358
|
|
|
|
Shares
|
|
Weighted-Average Fair Value
|
|
Weighted-Average Remaining Contractual Terms (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of December 31, 2018
|
|
1,198,703
|
|
|
$
|
11.84
|
|
|
0.77
|
|
$
|
10,009
|
|
Granted
|
|
1,086,083
|
|
|
5.95
|
|
|
|
|
|
|||
Forfeited
|
|
(308,477
|
)
|
|
9.84
|
|
|
|
|
|
|||
Vested
|
|
(568,500
|
)
|
|
10.49
|
|
|
|
|
|
|||
Outstanding as of September 30, 2019
|
|
1,407,809
|
|
|
$
|
6.76
|
|
|
1.51
|
|
$
|
2,985
|
|
Three Months Ended September 30, 2019
|
Environmental Solutions
|
|
Maintenance and Technical Services
|
|
All
Other
|
|
Total
|
||||||||
Segment revenue
|
$
|
46,013
|
|
|
$
|
75,100
|
|
|
$
|
—
|
|
|
$
|
121,113
|
|
Segment gross profit
|
6,789
|
|
|
7,070
|
|
|
—
|
|
|
13,859
|
|
||||
Segment depreciation and amortization expense
|
1,394
|
|
|
2,014
|
|
|
1,991
|
|
|
5,399
|
|
Three Months Ended September 30, 2018
|
Environmental Solutions
|
|
Maintenance and Technical Services
|
|
All
Other
|
|
Total
|
||||||||
Segment revenue
|
$
|
103,848
|
|
|
$
|
82,154
|
|
|
$
|
—
|
|
|
$
|
186,002
|
|
Segment gross profit
|
19,852
|
|
|
6,854
|
|
|
—
|
|
|
26,706
|
|
||||
Segment depreciation and amortization expense
|
13,050
|
|
|
1,720
|
|
|
1,993
|
|
|
16,763
|
|
Nine Months Ended September 30, 2019
|
Environmental Solutions
|
|
Maintenance and Technical Services
|
|
All
Other
|
|
Total
|
||||||||
Segment revenue
|
$
|
141,346
|
|
|
$
|
263,961
|
|
|
$
|
—
|
|
|
$
|
405,307
|
|
Segment gross profit
|
5,868
|
|
|
21,305
|
|
|
—
|
|
|
27,173
|
|
||||
Segment depreciation and amortization expense
|
5,084
|
|
|
5,980
|
|
|
5,970
|
|
|
17,034
|
|
||||
Expenditures for segment assets
|
8,890
|
|
|
4,750
|
|
|
32
|
|
|
13,672
|
|
Nine Months Ended September 30, 2018
|
Environmental Solutions
|
|
Maintenance and Technical Services
|
|
All
Other
|
|
Total
|
||||||||
Segment revenue
|
$
|
241,745
|
|
|
$
|
295,509
|
|
|
$
|
—
|
|
|
$
|
537,254
|
|
Segment gross profit
|
54,417
|
|
|
21,936
|
|
|
—
|
|
|
76,353
|
|
||||
Segment depreciation and amortization expense
|
23,794
|
|
|
4,127
|
|
|
5,977
|
|
|
33,898
|
|
||||
Expenditures for segment assets
|
7,165
|
|
|
7,761
|
|
|
22
|
|
|
14,948
|
|
As of September 30, 2019
|
Environmental Solutions
|
|
Maintenance and Technical Services
|
|
All
Other
|
|
Total
|
||||||||
Segment property and equipment, net
|
$
|
48,990
|
|
|
$
|
36,339
|
|
|
$
|
245
|
|
|
$
|
85,574
|
|
Segment goodwill
|
57,591
|
|
|
16,622
|
|
|
—
|
|
|
74,213
|
|
As of December 31, 2018
|
Environmental Solutions
|
|
Maintenance and Technical Services
|
|
All
Other
|
|
Total
|
||||||||
Segment property and equipment, net
|
$
|
47,467
|
|
|
$
|
41,155
|
|
|
$
|
319
|
|
|
$
|
88,941
|
|
Segment goodwill
|
57,591
|
|
|
16,622
|
|
|
—
|
|
|
74,213
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Segment gross profit
|
$
|
13,859
|
|
|
$
|
26,706
|
|
|
$
|
27,173
|
|
|
$
|
76,353
|
|
General and administrative expenses
|
(14,096
|
)
|
|
(32,625
|
)
|
|
(45,481
|
)
|
|
(65,944
|
)
|
||||
Interest expense, net
|
(3,833
|
)
|
|
(17,034
|
)
|
|
(12,987
|
)
|
|
(26,708
|
)
|
||||
Income from equity method investment
|
667
|
|
|
786
|
|
|
1,884
|
|
|
2,072
|
|
||||
Income tax benefit
|
1,100
|
|
|
5,667
|
|
|
7,489
|
|
|
2,761
|
|
||||
Net loss
|
$
|
(2,303
|
)
|
|
$
|
(16,500
|
)
|
|
$
|
(21,922
|
)
|
|
$
|
(11,466
|
)
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||
Segment property and equipment, net
|
$
|
85,574
|
|
|
$
|
88,941
|
|
Segment goodwill
|
74,213
|
|
|
74,213
|
|
||
Non-segment assets
|
222,045
|
|
|
295,747
|
|
||
Total assets
|
$
|
381,832
|
|
|
$
|
458,901
|
|
Three Months Ended September 30, 2019
|
Products
|
|
Percentage of Completion
|
|
Services
|
|
Total
|
||||||||
Revenue
|
$
|
28,995
|
|
|
$
|
16,841
|
|
|
$
|
75,277
|
|
|
$
|
121,113
|
|
Three Months Ended September 30, 2018
|
Products
|
|
Percentage of Completion
|
|
Services
|
|
Total
|
||||||||
Revenue
|
$
|
26,243
|
|
|
$
|
75,819
|
|
|
$
|
83,940
|
|
|
$
|
186,002
|
|
Nine Months Ended September 30, 2019
|
Products
|
|
Percentage of Completion
|
|
Services
|
|
Total
|
||||||||
Revenue
|
$
|
76,397
|
|
|
$
|
63,048
|
|
|
$
|
265,862
|
|
|
$
|
405,307
|
|
Nine Months Ended September 30, 2018
|
Products
|
|
Percentage of Completion
|
|
Services
|
|
Total
|
||||||||
Revenue
|
$
|
57,809
|
|
|
$
|
178,471
|
|
|
$
|
300,974
|
|
|
$
|
537,254
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Charah Solutions, Inc.
|
$
|
(3,313
|
)
|
|
$
|
(17,395
|
)
|
|
$
|
(24,158
|
)
|
|
$
|
(13,370
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
29,605
|
|
|
29,083
|
|
|
29,452
|
|
|
25,777
|
|
||||
Dilutive share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total weighted-average shares outstanding, including dilutive shares
|
29,605
|
|
|
29,083
|
|
|
29,452
|
|
|
25,777
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.52
|
)
|
Diluted loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.52
|
)
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Environmental Solutions
|
$
|
46,013
|
|
|
$
|
103,848
|
|
|
$
|
(57,835
|
)
|
|
(55.7
|
)%
|
Maintenance and Technical Services
|
75,100
|
|
|
82,154
|
|
|
(7,054
|
)
|
|
(8.6
|
)%
|
|||
Total revenue
|
121,113
|
|
|
186,002
|
|
|
(64,889
|
)
|
|
(34.9
|
)%
|
|||
Cost of sales
|
107,254
|
|
|
159,296
|
|
|
(52,042
|
)
|
|
(32.7
|
)%
|
|||
Gross Profit:
|
|
|
|
|
|
|
|
|
||||||
Environmental Solutions
|
6,789
|
|
|
19,852
|
|
|
(13,063
|
)
|
|
(65.8
|
)%
|
|||
Maintenance and Technical Services
|
7,070
|
|
|
6,854
|
|
|
216
|
|
|
3.2
|
%
|
|||
Total gross profit
|
13,859
|
|
|
26,706
|
|
|
(12,847
|
)
|
|
(48.1
|
)%
|
|||
General and administrative expenses
|
14,096
|
|
|
32,625
|
|
|
(18,529
|
)
|
|
(56.8
|
)%
|
|||
Operating loss
|
(237
|
)
|
|
(5,919
|
)
|
|
5,682
|
|
|
(96.0
|
)%
|
|||
Interest expense, net
|
(3,833
|
)
|
|
(17,034
|
)
|
|
13,201
|
|
|
77.5
|
%
|
|||
Income from equity method investment
|
667
|
|
|
786
|
|
|
(119
|
)
|
|
(15.1
|
)%
|
|||
Loss before taxes
|
(3,403
|
)
|
|
(22,167
|
)
|
|
18,764
|
|
|
(84.6
|
)%
|
|||
Income tax benefit
|
(1,100
|
)
|
|
(5,667
|
)
|
|
4,567
|
|
|
(80.6
|
)%
|
|||
Net loss
|
(2,303
|
)
|
|
(16,500
|
)
|
|
14,197
|
|
|
(86.0
|
)%
|
|||
Less income attributable to non-controlling interest
|
1,010
|
|
|
895
|
|
|
115
|
|
|
12.8
|
%
|
|||
Net loss attributable to Charah Solutions, Inc.
|
$
|
(3,313
|
)
|
|
$
|
(17,395
|
)
|
|
$
|
14,082
|
|
|
(81.0
|
)%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Environmental Solutions
|
$
|
141,346
|
|
|
$
|
241,745
|
|
|
$
|
(100,399
|
)
|
|
(41.5
|
)%
|
Maintenance and Technical Services
|
263,961
|
|
|
295,509
|
|
|
(31,548
|
)
|
|
(10.7
|
)%
|
|||
Total revenue
|
405,307
|
|
|
537,254
|
|
|
(131,947
|
)
|
|
(24.6
|
)%
|
|||
Cost of sales
|
378,134
|
|
|
460,901
|
|
|
(82,767
|
)
|
|
(18.0
|
)%
|
|||
Gross Profit:
|
|
|
|
|
|
|
|
|
||||||
Environmental Solutions
|
5,868
|
|
|
54,417
|
|
|
(48,549
|
)
|
|
(89.2
|
)%
|
|||
Maintenance and Technical Services
|
21,305
|
|
|
21,936
|
|
|
(631
|
)
|
|
(2.9
|
)%
|
|||
Total gross profit
|
27,173
|
|
|
76,353
|
|
|
(49,180
|
)
|
|
(64.4
|
)%
|
|||
General and administrative expenses
|
45,481
|
|
|
65,944
|
|
|
(20,463
|
)
|
|
(31.0
|
)%
|
|||
Operating (loss) income
|
(18,308
|
)
|
|
10,409
|
|
|
(28,717
|
)
|
|
(275.9
|
)%
|
|||
Interest expense, net
|
(12,987
|
)
|
|
(26,708
|
)
|
|
13,721
|
|
|
(51.4
|
)%
|
|||
Income from equity method investment
|
1,884
|
|
|
2,072
|
|
|
(188
|
)
|
|
(9.1
|
)%
|
|||
Loss before taxes
|
(29,411
|
)
|
|
(14,227
|
)
|
|
(15,184
|
)
|
|
106.7
|
%
|
|||
Income tax benefit
|
(7,489
|
)
|
|
(2,761
|
)
|
|
(4,728
|
)
|
|
171.2
|
%
|
|||
Net loss
|
(21,922
|
)
|
|
(11,466
|
)
|
|
(10,456
|
)
|
|
91.2
|
%
|
|||
Less income attributable to non-controlling interest
|
2,236
|
|
|
1,904
|
|
|
332
|
|
|
17.4
|
%
|
|||
Net loss attributable to Charah Solutions, Inc.
|
$
|
(24,158
|
)
|
|
$
|
(13,370
|
)
|
|
$
|
(10,788
|
)
|
|
80.7
|
%
|
|
Nine Months Ended
|
|
|
||||||||
|
September 30,
|
|
Change
|
||||||||
|
2019
|
|
2018
|
|
$
|
||||||
|
(dollars in thousands)
|
||||||||||
Cash flows provided by (used in) operating activities
|
$
|
70,175
|
|
|
$
|
(10,504
|
)
|
|
$
|
80,679
|
|
Cash flows used in investing activities
|
(12,000
|
)
|
|
(33,665
|
)
|
|
21,665
|
|
|||
Cash flows (used in) provided by financing activities
|
(57,489
|
)
|
|
15,886
|
|
|
(73,375
|
)
|
|||
Net change in cash
|
$
|
686
|
|
|
$
|
(28,283
|
)
|
|
$
|
28,969
|
|
•
|
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
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Net loss attributable to Charah Solutions, Inc.
|
$
|
(3,313
|
)
|
|
$
|
(17,395
|
)
|
|
$
|
(24,158
|
)
|
|
$
|
(13,370
|
)
|
Interest expense, net
|
3,833
|
|
|
17,034
|
|
|
12,987
|
|
|
26,708
|
|
||||
Income tax benefit
|
(1,100
|
)
|
|
(5,667
|
)
|
|
(7,489
|
)
|
|
(2,761
|
)
|
||||
Depreciation and amortization
|
5,399
|
|
|
16,763
|
|
|
17,034
|
|
|
33,898
|
|
||||
Elimination of certain non-recurring legal costs and expenses(1)
|
(1,485
|
)
|
|
20,033
|
|
|
(2,231
|
)
|
|
25,202
|
|
||||
Elimination of certain non-recurring start-up costs(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,480
|
|
||||
Equity-based compensation
|
659
|
|
|
1,046
|
|
|
1,666
|
|
|
2,449
|
|
||||
Brickhaven contract deemed termination revenue reversal
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
||||
Transaction-related expenses and other items(3)
|
1,603
|
|
|
739
|
|
|
4,340
|
|
|
2,308
|
|
||||
Adjusted EBITDA
|
$
|
5,596
|
|
|
$
|
32,553
|
|
|
$
|
12,149
|
|
|
$
|
75,914
|
|
Adjusted EBITDA margin(4)
|
4.6%
|
|
17.5%
|
|
3.0%
|
|
14.1%
|
(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 non-recurring start-up costs associated with the startup of Allied and our nuclear services offerings, including the setup of financial operations systems and modules, pre-contract expenses to obtain initial contracts and the hiring of operational staff. Because these costs are associated with the initial setup of the Allied business to initiate the operations involved in our nuclear services offerings, these costs are non-recurring in the normal course of our business.
|
(3)
|
Represents SCB transaction expenses, executive severance costs, IPO-related costs, expenses associated with the Amendment to the Credit Facility and other miscellaneous items.
|
(4)
|
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.
|
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.
|
|
|
|
|
|
|
|
November 13, 2019
|
By:
|
/s/ Scott A. Sewell
|
|
Name:
|
Scott A. Sewell
|
|
Title:
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
November 13, 2019
|
By:
|
/s/ Roger D. Shannon
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Name:
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Roger D. Shannon
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Title:
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Chief Financial Officer and Treasurer
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(Principal Financial Officer and Principal Accounting Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Charah Solutions, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Scott A. Sewell
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Scott A. Sewell
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Charah Solutions, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Roger D. Shannon
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Roger D. Shannon
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Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Scott A. Sewell
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Scott A. Sewell
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President and Chief Executive Officer
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(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Roger D. Shannon
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Roger D. Shannon
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Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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