UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

(Mark One)

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

For the quarterly period ended June 30, ~~2021~~2022

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

For the transition period from ____________ to ____________

Commission File Number: 001-38523

____________________________

CHARAH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

____________________________


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)

Registrant’s telephone number, including area code: (502) 245-1353

Securities registered pursuant to Section 12(b) of the Act:

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

8.50% Senior Notes due 2026

CHRB

New York Stock Exchange

____________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No x

As of August ~~6, 2021,~~1, 2022, the registrant had ~~33,407,806~~33,721,705 shares of common stock outstanding.

CHARAH SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, ~~2021~~2022

TABLE OF CONTENTS


			Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			ii

PART I - FINANCIAL INFORMATION			1
Item 1. Financial Statements (Unaudited)			1
Condensed Consolidated Balance Sheets as of ~~June~~Ju ne 30 , ~~2021~~2022 and December 31, ~~2020~~2021			1
Condensed Consolidated Statements of Operations for the Three and S ixSix Months Ended June 3 0 , ~~2021~~2022 and ~~2020~~2021			2
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 3 0 , ~~2021~~2022 and ~~2020~~2021			3
Condensed Consolidated Statements of Cash Flows for the ~~Six~~S ix Months Ended June 30 3 0 , ~~2021~~2022 and ~~2020~~2021			5
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2623
Item 4. Controls and Procedures			3834

PART II - OTHER INFORMATION			3935
Item 1. Legal Proceedings			3935
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3935
Item 6. Exhibits			3935

SIGNATURES			4137

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10‑Q (this “Quarterly Report”) includes “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward‑looking statements. When used in this Quarterly Report, the words “may,” “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward‑looking statements. However, not all forward‑looking statements contain such identifying words. These forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements included in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and in Part II, “Item 1A. Risk Factors” of this Quarterly Report and elsewhere herein. These forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

Forward‑looking statements may include statements about:

•the impacts ~~from~~of 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, operating performance and ~~operating performance;~~backlog;

•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;

•our ability to obtain additional financing on favorable terms, if required, to fund the operations and growth of our business;

•timely review and approval of permits, permit renewals, extensions and amendments by regulatory authorities;

•our ability to comply with ~~certain~~our debt covenants;

•our expectations relating to dividend payments and our ability to make such payments, if any; and

•plans, objectives, expectations and intentions, as well as any other statement contained in this Quarterly Report that are not statements of historical fact.

We caution you that these forward‑looking statements are subject to ~~all~~a number of ~~the~~ risks, uncertainties and ~~uncertainties, most of~~assumptions, which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and under Part II, “Item 1A. Risk Factors” of this Quarterly Report and elsewhere herein. Should one or more of the risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward‑looking statements.

All forward‑looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward‑looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward‑looking statements, all of which are expressly qualified by the statements in this cautionary note, to reflect events or circumstances after the date of this Quarterly Report.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CHARAH SOLUTIONS, INC.

Condensed Consolidated Balance Sheets

(in thousands, except par value amounts)

(Unaudited)


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents		$	18,081	$	24,787
Cash						Cash	$	7,071	$	24,266
Restricted cash	Restricted cash	39,578		4,424		Restricted cash	50,576		34,908
Trade accounts receivable, net	Trade accounts receivable, net	44,509		46,609		Trade accounts receivable, net	43,951		49,303
Receivable from affiliates		0		182

Contract assets	Contract assets	17,631		18,329		Contract assets	34,000		26,844
Inventory	Inventory	6,045		5,917		Inventory	5,168		6,289
Income tax receivable		29		260

Prepaid expenses and other current assets	Prepaid expenses and other current assets	8,274		5,287		Prepaid expenses and other current assets	9,514		6,113
Total current assets	Total current assets	134,147		105,795		Total current assets	150,280		147,723
Property and equipment, net		62,840		49,470
Real estate, property and equipment, net						Real estate, property and equipment, net	106,197		70,473
Goodwill	Goodwill	62,193		62,193		Goodwill	62,193		62,193
Intangible assets, net	Intangible assets, net	62,675		61,426		Intangible assets, net	49,584		53,531
Equity method investments	Equity method investments	7		831		Equity method investments	7		7
Other assets	Other assets	7,987		1,245		Other assets	10,373		10,180

Total assets	Total assets	$	329,849	$	280,960	Total assets	$	378,634	$	344,107

Liabilities, mezzanine equity and stockholders’ equity	Liabilities, mezzanine equity and stockholders’ equity					Liabilities, mezzanine equity and stockholders’ equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	17,600		15,613		Accounts payable	40,951		30,641

Contract liabilities	Contract liabilities	26,076		6,295		Contract liabilities	5,702		6,199
Capital lease obligations, current portion	Capital lease obligations, current portion	4,423		2,199		Capital lease obligations, current portion	9,737		6,979
Notes payable, current maturities	Notes payable, current maturities	28,571		22,308		Notes payable, current maturities	8,010		7,567
Asset retirement obligation, current portion		21,395		2,043
Asset retirement obligations, current portion						Asset retirement obligations, current portion	47,542		27,534
Accrued liabilities	Accrued liabilities	19,985		34,937		Accrued liabilities	28,220		36,874
Other current liabilities	Other current liabilities	2,734		935		Other current liabilities	460		460
Total current liabilities	Total current liabilities	120,784		84,330		Total current liabilities	140,622		116,254
Deferred tax liabilities	Deferred tax liabilities	597		368		Deferred tax liabilities	1,309		949
Contingent payments for acquisitions	Contingent payments for acquisitions	1,950		1,950		Contingent payments for acquisitions	1,950		1,950
Asset retirement obligation		30,966		3,116
Line of credit		12,781		12,003
Asset retirement obligations						Asset retirement obligations	36,187		14,879

Capital lease obligations, less current portion	Capital lease obligations, less current portion	8,173		4,485		Capital lease obligations, less current portion	26,563		19,444
Notes payable, less current maturities	Notes payable, less current maturities	110,864		124,969		Notes payable, less current maturities	130,942		133,661
Other liabilities		1,845		2,000
Deferred gain and other liabilities						Deferred gain and other liabilities	5,118		641
Total liabilities	Total liabilities	287,960		233,221		Total liabilities	342,691		287,778

Commitments and contingencies (see Note 17)		0		0
Commitments and contingencies (see Note 14)						Commitments and contingencies (see Note 14)	0		0

Mezzanine equity	Mezzanine equity					Mezzanine equity
Series A Preferred Stock — $0.01 par value; 50 shares authorized, 26 shares issued and outstanding as of June 30, 2021 and December 31, 2020; aggregate liquidation preference of $30,685 and $28,783 as of June 30, 2021 and December 31, 2020, respectively		31,141		27,423
Series A Preferred Stock — $0.01 par value; 50,000 shares authorized, 26 shares issued and outstanding as of June 30, 2022 and December 31, 2021; aggregate liquidation preference of $34,873 and $32,712 as of June 30, 2022 and December 31, 2021, respectively						Series A Preferred Stock — $0.01 par value; 50,000 shares authorized, 26 shares issued and outstanding as of June 30, 2022 and December 31, 2021; aggregate liquidation preference of $34,873 and $32,712 as of June 30, 2022 and December 31, 2021, respectively	39,915		35,532

Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Retained losses	Retained losses	(94,318)		(88,865)		Retained losses	(116,322)		(94,679)
Common Stock — $0.01 par value; 200,000 shares authorized, 30,519 and 30,077 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		305		300
Common Stock — $0.01 par value; 200,000 shares authorized 33,722 and 33,408 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively						Common Stock — $0.01 par value; 200,000 shares authorized 33,722 and 33,408 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	337		334
Additional paid-in capital	Additional paid-in capital	104,442		108,471		Additional paid-in capital	111,754		114,880
Total stockholders’ equity	Total stockholders’ equity	10,429		19,906		Total stockholders’ equity	(4,231)		20,535
Non-controlling interest	Non-controlling interest	319		410		Non-controlling interest	259		262
Total equity	Total equity	10,748		20,316		Total equity	(3,972)		20,797
Total liabilities, mezzanine equity and stockholders’ equity	Total liabilities, mezzanine equity and stockholders’ equity	$	329,849	$	280,960	Total liabilities, mezzanine equity and stockholders’ equity	$	378,634	$	344,107

See accompanying notes to condensed consolidated financial statements

CHARAH SOLUTIONS, INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581
Cost of sales (56,598) (47,098) (103,120) (93,480)
Gross profit 6,920 5,206 12,505 10,101
General and administrative expenses (9,379) (8,657) (18,811) (19,325)
Gain on sales-type lease 0 0 5,568 0
Gains on sales of property and equipment, net 2,696 0 3,243 0
Other operating expenses from ERT services (1,007) 0 (1,297) 0
Operating (loss) income (770) (3,451) 1,208 (9,224)
Interest expense, net (3,314) (4,055) (6,549) (6,914)
Loss on extinguishment of debt 0 0 0 (8,603)
(Loss) income from equity method investment (11) 326 191 622
Loss from continuing operations before income taxes (4,095) (7,180) (5,150) (24,119)
Income tax expense 72 0 229 0
Net loss from continuing operations, net of tax (4,167) (7,180) (5,379) (24,119)
Income from discontinued operations, net of tax 0 3,777 0 6,820
Net loss (4,167) (3,403) (5,379) (17,299)
Less (loss) income attributable to non-controlling interest (1) 133 74 487
Net loss attributable to Charah Solutions, Inc. $ (4,166) $ (3,536) $ (5,453) $ (17,786)
Amounts attributable to Charah Solutions, Inc.
Loss from continuing operations, net of tax and non-controlling interest $ (4,166) $ (7,313) $ (5,453) $ (24,606)
Deemed and imputed dividends on Series A Preferred Stock (148) (167) (295) (167)
Series A Preferred Stock dividends (2,148) (858) (4,215) (969)
Net loss from continuing operations attributable to common stockholders (6,462) (8,338) (9,963) (25,742)
Income from discontinued operations, net of tax 0 3,777 0 6,820
Net loss attributable to common stockholders $ (6,462) (4,561) $ (9,963) $ (18,922)
Net loss from continuing operations per common share:
Basic $ (0.21) $ (0.28) $ (0.33) $ (0.86)
Diluted $ (0.21) $ (0.28) $ (0.33) $ (0.86)
Net income from discontinued operations per common share:
Basic $ 0 $ 0.13 $ 0 $ 0.23
Diluted $ 0 $ 0.13 $ 0 $ 0.23
Net loss attributable to common stockholders per common share:
Basic $ (0.21) $ (0.15) $ (0.33) $ (0.64)
Diluted $ (0.21) $ (0.15) $ (0.33) $ (0.64)
Weighted-average shares outstanding used in income (loss) per common share:
Basic 30,450 29,927 30,282 29,785
Diluted 30,450 29,927 30,282 29,785


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenue	$	77,110	$	63,518	$	143,161	$	115,625
Cost of sales	(74,436)		(56,598)		(144,254)		(103,120)
Gross profit	2,674		6,920		(1,093)		12,505
General and administrative expenses	(9,238)		(9,379)		(18,190)		(18,811)
Gain on sales-type lease	—		—		—		5,568
Gains on sales of real estate, property and equipment, net	2,798		2,696		6,341		3,243
Gain on ARO settlement	1,557		—		4,008		—
Other operating expenses from ERT services	(2,586)		(1,007)		(3,253)		(1,297)

Operating (loss) income	(4,795)		(770)		(12,187)		1,208
Interest expense, net	(4,467)		(3,314)		(9,040)		(6,549)

Income (loss) from equity method investment	—		(11)		—		191
Loss before income taxes	(9,262)		(4,095)		(21,227)		(5,150)
Income tax expense	341		72		419		229
Net loss	(9,603)		(4,167)		(21,646)		(5,379)
Less (loss) income attributable to non-controlling interest	—		(1)		(3)		74
Net loss attributable to Charah Solutions, Inc.	(9,603)		(4,166)		(21,643)		(5,453)
Deemed and imputed dividends on Series A Preferred Stock	(150)		(148)		(299)		(295)
Series A Preferred Stock dividends	(1,571)		(2,148)		(3,661)		(4,215)
Net loss attributable to common stockholders	$	(11,324)	$	(6,462)	$	(25,603)	$	(9,963)

Net loss attributable to common stockholders per common share:
Basic	$	(0.34)	$	(0.21)	$	(0.76)	$	(0.33)
Diluted	$	(0.34)	$	(0.21)	$	(0.76)	$	(0.33)

Weighted-average shares outstanding used in loss per common share:
Basic	33,642		30,450		33,526		30,282
Diluted	33,642		30,450		33,526		30,282

See accompanying notes to condensed consolidated financial statements.

CHARAH SOLUTIONS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)

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 0 $ 0 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) — — — 0
Taxes paid related to net settlement of shares — — (63,924) — (137) — (137) — (137)
Issuance of Series A Preferred Stock, net of issuance costs 26,000 24,263 — — — — — — 0
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


	For the Six Months Ended June 30, 2022
	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, 2021	26,000	$	35,532	33,407,806	$	334	$	114,880	$	(94,679)	$	20,535	$	262	$	20,797
Net loss	—	—		—	—		—		(21,643)		(21,643)		(3)		(21,646)
Shares issued under share-based compensation plans	—	—		480,453	5		(5)		—		—		—		—
Taxes paid related to the net settlement of shares	—	—		(166,554)	(2)		(698)		—		(700)		—		(700)
Share-based compensation expense	—	—		—	—		1,537		—		1,537		—		1,537
Deemed and imputed dividends on Series A Preferred Stock	—	4,383		—	—		(299)		—		(299)		—		(299)
Series A Preferred Stock dividends	—	—		—	—		(3,661)		—		(3,661)		—		(3,661)
Balance, June 30, 2022	26,000	$	39,915	33,721,705	$	337	$	111,754	$	(116,322)	$	(4,231)	$	259	$	(3,972)


	For the Six Months Ended June 30, 2021
	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, 2020	26,000	$	27,423	30,077,018	$	300	$	108,471	$	(88,865)	$	19,906	$	410	$	20,316
Net (loss) income	—	—		—	—		—		(5,453)		(5,453)		74		(5,379)
Distributions	—	—		—	—		—		—		—		(165)		(165)
Share-based compensation expense	—	—		—	—		998		—		998		—		998
Shares issued under share-based compensation plans	—	—		535,417	6		(6)		—		—		—		—
Taxes paid related to the net settlement of shares	—	—		(93,518)	(1)		(511)		—		(512)		—		(512)
Deemed and imputed dividends on Series A Preferred Stock	—	295		—	—		(295)		—		(295)		—		(295)
Series A Preferred Stock dividends	—	3,423		—	—		(4,215)		—		(4,215)		—		(4,215)
Balance, June 30, 2021	26,000	$	31,141	30,518,917	$	305	$	104,442	$	(94,318)	$	10,429	$	319	$	10,748

For the Six Months Ended June 30, 2021
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, 2020 26,000 $ 27,423 30,077,018 $ 300 $ 108,471 $ (88,865) $ 19,906 $ 410 $ 20,316
Net (loss) income — — — — — (5,453) (5,453) 74 (5,379)
Distributions — — — — — — — (165) (165)
Share-based compensation expense — — — — 998 — 998 — 998
Shares issued under share-based compensation plans — — 535,417 6 (6) — — — 0
Taxes paid related to the net settlement of shares — — (93,518) (1) (511) — (512) — (512)
Deemed and imputed dividends on Series A Preferred Stock �� 295 — — (295) — (295) — (295)
Series A Preferred Stock dividends — 3,423 — — (4,215) — (4,215) — (4,215)
Balance, June 30, 2021 26,000 $ 31,141 30,518,917 $ 305 $ 104,442 $ (94,318) $ 10,429 $ 319 $ 10,748

See accompanying notes to condensed consolidated financial statements.

CHARAH SOLUTIONS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)


		For the Three Months Ended June 30, 2020																	For the Three Months Ended June 30, 2022
		Mezzanine Equity			Permanent Equity														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			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)
Balance, March 31, 2022																		Balance, March 31, 2022	26,000	$	37,676	33,408,296	$	334	$	113,432	$	(106,719)	$	7,047	$	259	$	7,306
Net loss																		Net loss	—	—		—	—		—		(9,603)		(9,603)		—		(9,603)
Share-based compensation expense	Share-based compensation expense	—	—		—	—		738		—		738		—		738		Share-based compensation expense	—	—		—	—		746		—		746		—		746
Shares issued under share-based compensation plans	Shares issued under share-based compensation plans	—	—		426,852	4		(4)		—		—		—		0		Shares issued under share-based compensation plans	—	—		479,703	5		(5)		—		—		—		—
Taxes paid related to the net settlement of shares	Taxes paid related to the net settlement of shares	—	—		(57,971)	—		(123)		—		(123)		—		(123)		Taxes paid related to the net settlement of shares	—	—		(166,294)	(2)		(698)		—		(700)		—		(700)
Issuance of Series A Preferred Stock, net of issuance costs		—	750		—	—		—		—		—		—		0
Deemed and imputed dividends on Series A Preferred Stock	Deemed and imputed dividends on Series A Preferred Stock	—	286		—��	—		(167)		—		(167)		—		(167)		Deemed and imputed dividends on Series A Preferred Stock	—	2,239		—	—		(150)		—		(150)		—		(150)
Series A Preferred Stock dividends	Series A Preferred Stock dividends	—	—		—	—		(858)		—		(858)		—		(858)		Series A Preferred Stock dividends	—	—		—	—		(1,571)		—		(1,571)		—		(1,571)
Balance, June 30, 2020		26,000	$	24,549	29,985,763	$	300	$	85,380	$	(50,788)	$	34,892	$	570	$	35,462
Balance, June 30, 2022																		Balance, June 30, 2022	26,000	$	39,915	33,721,705	$	337	$	111,754	$	(116,322)	$	(4,231)	$	259	$	(3,972)

For the Three Months Ended June 30, 2021
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, 2021 26,000 $ 28,926 30,228,385 $ 302 $ 106,552 $ (90,152) $ 16,702 $ 485 $ 17,187
Net (loss) income — — — — — (4,166) (4,166) (1) (4,167)
Distributions — — — — — — — (165) (165)
Share-based compensation expense — — — — 699 — 699 — 699
Shares issued under share-based compensation plans — — 383,080 4 (4) — — — 0
Taxes paid related to the net settlement of shares — — (92,548) (1) (509) — (510) — (510)
Deemed and imputed dividends on Series A Preferred Stock — 2,215 — — (148) — (148) — (148)
Series A Preferred Stock dividends — — — — (2,148) — (2,148) — (2,148)
Balance, June 30, 2021 26,000 $ 31,141 30,518,917 $ 305 $ 104,442 $ (94,318) $ 10,429 $ 319 $ 10,748


	For the Three Months Ended June 30, 2021
	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, 2021	26,000	$	28,926	30,228,385	$	302	$	106,552	$	(90,152)	$	16,702	$	485	$	17,187
Net loss	—	—		—	—		—		(4,166)		(4,166)		(1)		(4,167)
Distributions	—	—		—	—		—		—		—		(165)		0
Share-based compensation expense	—	—		—	—		699		—		699		—		699
Shares issued under share-based compensation plans	—	—		383,080	4		(4)		—		—		—		—
Taxes paid related to the net settlement of shares	—	—		(92,548)	(1)		(509)		—		(510)		—		(510)
Deemed and imputed dividends on Series A Preferred Stock	—	2,215		—	—		(148)		—		(148)		—		(148)
Series A Preferred Stock dividends	—	—		—	—		(2,148)		—		(2,148)		—		(2,148)
Balance, June 30, 2021	26,000	$	31,141	30,518,917	$	305	$	104,442	$	(94,318)	$	10,429	$	319	$	10,748

See accompanying notes to condensed consolidated financial statements.

CHARAH SOLUTIONS, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Six Months Ended
June 30,
2021 2020
Cash flows from operating activities:
Net loss $ (5,379) $ (17,299)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 12,315 13,274
Loss on extinguishment of debt 0 8,603
Paid-in-kind interest on long-term debt 2,448 1,663
Impairment expense 127 0
Amortization of debt issuance costs 331 214
Deferred income taxes 229 0
Gain on sales-type lease (5,568) 0
(Gains) losses on sales of property and equipment (4,140) 281
Income from equity method investment (191) (622)
Distributions received from equity method investment 0 849
Non-cash share-based compensation 998 1,470
Gain on interest rate swap (201) (30)
Interest accreted on contingent payments for acquisition 0 105
Increase (decrease) in cash due to changes in:
Trade accounts receivable 4,695 (6,220)
Contract assets and liabilities 20,479 15,280
Inventory (607) 4,975
Accounts payable 1,986 (7,887)
Asset retirement obligation (3,387) (4,183)
Other assets and liabilities (13,893) (1,245)
Net cash provided by operating activities 10,242 9,228
Cash flows from investing activities:
Proceeds from the sales of property and equipment 4,232 155
Purchases of property and equipment (2,829) (1,604)
Cash and restricted cash received from ERT transaction 34,900 0
Payments of working capital adjustment and other items for the sale of subsidiary (7,367) 0
Distributions received from equity method investment 1,015 0
Net cash provided by (used in) investing activities 29,951 (1,449)
Cash flows from financing activities:
Proceeds from the line of credit 778 5,500
Proceeds from long-term debt 1,009 15,781
Principal payments on long-term debt (11,631) (12,435)
Payments of debt issuance costs 0 (1,543)
Principal payments on capital lease obligations (1,224) 0
Taxes paid related to net settlement of shares (512) (137)
Net proceeds from issuance of convertible Series A Preferred Stock 0 24,263
Distributions to non-controlling interest (165) (709)
Net cash (used in) provided by financing activities (11,745) 30,720
Net increase in cash, cash equivalents and restricted cash 28,448 38,499
Cash, cash equivalents and restricted cash, beginning of period 29,211 6,128
Cash, cash equivalents and restricted cash, end of period $ 57,659 $ 44,627


	Six Months Ended
	June 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(21,646)	$	(5,379)
Adjustments to reconcile net loss to net cash and restricted cash (used in) provided by operating activities:
Depreciation and amortization	13,390		12,315
Paid-in-kind interest on long-term debt	—		2,448
Impairment expense	—		127
Amortization of debt issuance costs	1,141		331
Deferred income taxes	361		229
Gain on sales-type lease	—		(5,568)
Gains on sales of real estate, property and equipment	(5,982)		(4,140)
Income from equity method investment	—		(191)
Non-cash share-based compensation	1,537		998
Gain on interest rate swap	—		(201)
Gain on ARO settlements	(4,008)		—
Increase (decrease) in cash and restricted cash due to changes in:
Trade accounts receivable	5,640		4,695
Contract assets and liabilities	(8,931)		20,479
Inventory	1,121		(607)
Accounts payable	11,327		1,986
Asset retirement obligation	(19,156)		(3,387)
Other assets and liabilities	(11,675)		(13,893)
Net cash and restricted cash (used in) provided by operating activities	(36,881)		10,242

Cash flows from investing activities:
Net proceeds from the sales of real estate, property and equipment	8,394		4,232
Purchases of property and equipment	(3,148)		(2,829)
Cash and restricted cash received from ERT transactions	38,239		34,900
Payments of working capital adjustment and other items for the sale of subsidiary	—		(7,367)
Distribution received from equity method investment	—		1,015
Net cash and restricted cash provided by investing activities	43,485		29,951

Cash flows from financing activities:
Net proceeds on the line of credit	—		778
Proceeds on asset-based lending credit agreement	2,000		—
Payments on asset-based lending credit agreement	(2,000)		—
Proceeds from long-term debt	1,824		1,009
Principal payments on long-term debt	(5,059)		(11,631)
Payments of debt issuance costs	(178)		—
Principal payments on capital lease obligations	(4,018)		(1,224)
Taxes paid related to net settlement of shares	(700)		(512)
Distributions to non-controlling interest	—		(165)
Net cash and restricted cash used in financing activities	(8,131)		(11,745)
Net (decrease) increase in cash and restricted cash	(1,527)		28,448
Cash and restricted cash, beginning of period	59,174		29,211
Cash and restricted cash, end of period	$	57,647	$	57,659

See accompanying notes to condensed consolidated financial statements.

Supplemental Disclosures and Non-cash investing and financing transactions

The following table summarizes additional supplemental disclosures and non-cash investing and financing transactions:


		Six Months Ended					Six Months Ended
		June 30,					June 30,
		2021		2020			2022		2021
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid during the period for interest	Cash paid during the period for interest	$	4,049	7,703		Cash paid during the period for interest	$	7,779	4,049
Cash paid during the period for taxes	Cash paid during the period for taxes	534		779		Cash paid during the period for taxes	98		534

Supplemental disclosures and non-cash investing and financing transactions:	Supplemental disclosures and non-cash investing and financing transactions:					Supplemental disclosures and non-cash investing and financing transactions:
Gross proceeds from the line of credit		$	60,590	$	61,988
Gross payments on the line of credit		(59,812)		(56,488)
Gross proceeds from lines of credit						Gross proceeds from lines of credit	$	—	$	60,590
Gross payments on lines of credit						Gross payments on lines of credit	—		(59,812)
Sale of structural fill asset through a sales-type lease	Sale of structural fill asset through a sales-type lease	6,000		0		Sale of structural fill asset through a sales-type lease	—		6,000
Proceeds from the sale of equipment in accounts receivable, net	Proceeds from the sale of equipment in accounts receivable, net	1,109		0		Proceeds from the sale of equipment in accounts receivable, net	288		1,109
Series A Preferred Stock dividends payable included in accrued expenses	Series A Preferred Stock dividends payable included in accrued expenses	2,148		850		Series A Preferred Stock dividends payable included in accrued expenses	1,571		2,148
Deemed and imputed dividends on Series A Preferred Stock	Deemed and imputed dividends on Series A Preferred Stock	295		0		Deemed and imputed dividends on Series A Preferred Stock	4,383		295
Series A Preferred Stock issuance costs included in accounts payable and accrued expenses		0		996

Equipment acquired through capital leases	Equipment acquired through capital leases	7,137		0		Equipment acquired through capital leases	13,895		7,137
Changes in property and equipment included in accounts payables and accrued expenses		205		676
Sale of equipment through the issuance of a note receivable		0		1,450
Debt issuance costs included in accounts payable and accrued expenses		0		579
Property and equipment included in accounts payable and accrued expenses						Property and equipment included in accounts payable and accrued expenses	376		205

As reported within the unaudited condensed consolidated balance sheet:	As reported within the unaudited condensed consolidated balance sheet:					As reported within the unaudited condensed consolidated balance sheet:
Cash and cash equivalents		$	18,081	$	30,359
Cash						Cash	$	7,071	$	18,081
Restricted cash	Restricted cash	39,578		14,268		Restricted cash	50,576		39,578
Total cash, cash equivalents and restricted cash as presented in the balance sheet		$	57,659	$	44,627
Total cash and restricted cash as presented in the balance sheet						Total cash and restricted cash as presented in the balance sheet	$	57,647	$	57,659

See accompanying notes to condensed consolidated financial statements.

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

(Unaudited)

1. Nature of Business and Basis of Presentation

Organization

Charah Solutions, Inc. ~~and~~(together with its wholly-owned subsidiaries, ~~(“Charah~~“Charah Solutions,” the “Company,” “we,” “us,” or “our”) was formed as a Delaware corporation in January 2018 and did not conduct any material business operations before the transactions described below other than certain activities related to its initial public offering, which was completed on June 18, 2018 (the “IPO”). Charah Solutions is a holding company ~~the sole material assets of which consist of membership interests~~formed in ~~Charah~~Delaware in January 2018. The Company's majority shareholder is Bernhard Capital Partners Management, ~~LLC, a Delaware limited liability company (“Charah Management”~~LP and its affiliates (collectively, “BCP”). ~~Through~~BCP owns approximately 59% of the ~~Company’s ownership~~total voting power of ~~Charah Management, the Company owns~~our outstanding shares of common stock and the outstanding ~~equity interests in Charah, LLC, a Kentucky limited liability company~~Series A Preferred Stock (“~~Charah”~~Preferred Stock”), on an as-converted basis. BCP owns all of the ~~subsidiary through which Charah Solutions operates its businesses.~~outstanding shares of Preferred Stock, and it is convertible at BCP's option at any time into shares of common stock.

Description of Business Operations

The Company is a leading national service provider of mission-critical environmental services and byproduct ~~sales~~recycling to the power generation industry, enabling our customers to address challenges related to the remediation of coal ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. Services offered include a suite of remediation and compliance services, byproduct services, raw material sales and ~~marketing, fossil services and environmental risk transfer~~Environmental Risk Transfer (“ERT”) services. The Company has corporate offices in Kentucky and North Carolina and principally operates in the eastern and mid-central United States.

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an “emerging growth company,” which allows the Company to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company intends to take advantage of ~~all of~~ the reduced reporting requirements and exemptions, including the longer phase-in periods for ~~the adoption of~~adopting new or revised financial accounting standards under Section 107 of the JOBS Act until the Company is no longer an emerging growth company. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 and our disclosure obligations regarding executive compensation may be reduced. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the IPO, or December 31, 2023. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

Basis for Presentation

The Company’s fiscal year ends December 31. The accompanying unaudited condensed consolidated financial statements include the assets, liabilities, stockholders’ equity and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, which consist of normal recurring adjustments. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated ~~and combined~~ financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

~~Going Concern~~

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of June 30, 2021, borrowings under the Company’s credit facility total $132,788 and will mature in July 2022. In addition, in August 2021, the Company entered into an amendment to its credit facility as further discussed in Note 11, Credit Agreement, to waive non-compliance with certain financial covenants as of June 30, 2021 and to amend certain financial covenants as of September 30, 2021 in order to avoid projected non-compliance that could result in acceleration of maturity. The Company does not have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due within one year after the date that these condensed consolidated financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response, the Company is currently pursuing a plan to offer senior unsecured notes due in 2026 in a registered underwritten public offering. However, this offering is subject to market conditions and not within the Company’s control, and therefore, implementation of management’s plans cannot be deemed probable. As a result, management has concluded these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

The accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

~~Discontinued Operations~~

On November 19, 2020, the Company sold its Allied Power Holdings LLC (“Allied”) subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry to an affiliate of Bernhard Capital Partners Management, LP (“BCP”), the Company’s majority shareholder, in an all-cash deal for $40,000 (the “Allied Transaction”), subject to adjustments for working capital and certain other adjustments as set forth in the purchase agreement (the “Purchase Agreement”).

Discontinued operations comprise those activities that were disposed of during 2020 and represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes. Accordingly, the accompanying unaudited condensed consolidated statements of operations and the notes to condensed consolidated financial statements reflect the Allied results as discontinued operations for all 2020 periods presented. Unless otherwise specified, disclosures in these condensed consolidated financial statements reflect continuing operations only. The accompanying unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 include both continuing and discontinued operations. Refer to Note 4, Discontinued Operations, for further information on the discontinued operations relating to the Allied Transaction.2021.

Segment Information

The Company ~~had 2 reporting units, 2 operating segments and 2~~operates as 1 reportable segments in 2019 and in 2020 through the date of the Allied Transaction, Environmental Solutions (“ES”) and Maintenance and Technical Services (“M&TS”). The Company determined that it had 2 reporting units because of the way the reporting units were managed.

~~After the Allied Transaction, the Company realigned our~~ segment, ~~reporting into a single operating segment to reflect~~reflecting the suite of end-to-end services we offer our utility partners and how our Chief Operating Decision Maker (“CODM”) reviews consolidated financial information to evaluate results of operations, assess performance and allocate resources. Due to the nature of the Company’s business, the Company's Chief Executive Officer, who is also the CODM, evaluates the performance of the Company and allocates resources of the Company based on consolidated gross profit, general and administrative expenses, balance sheet, liquidity, capital spending, safety statistics and business development reports for the Company as a whole. Since the Company has a single operating segment, all required financial segment information can be found in the ~~consolidated financial statements. The prior period results in the accompanying~~ unaudited condensed consolidated ~~statements of operations were reclassified to conform to this presentation.~~financial statements.

We provide the following services through our 1 segment: remediation and compliance services, byproduct services, raw material sales ~~fossil services~~ and ERT services. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, power generation customer initiatives or consumer expectations and standards. Byproduct ~~sales support~~services consist of recurring and mission-critical coal ash management and operations for coal-fired power generation facilities while also supporting both our power generation customers’ desire to recycle their recurring and legacy volumes of coal combustion residuals (“CCRs”), commonly known as coal ash, and our ultimate end customers’ need for high-quality, cost-effective supplemental cementitious materials (“SCMs”) that provide a sustainable, environmentally-friendly substitute for Portland cement in concrete. Our raw material ~~substitutes. Fossil services consist of recurring~~sales provide customers with the raw materials essential to their business while also providing the sourcing, logistics, and ~~mission-critical coal ash~~ management ~~and operations for coal-fired power generation facilities.~~needed to facilitate these raw material transactions around the globe. ERT services represent an innovative solution designed to meet ~~the~~our coal fired plant energy providers’ evolving and increasingly complex ~~needs of utility customers.~~plant closure and environmental remediation needs. These customers need to retire and decommission older or underutilized assets while maximizing the ~~asset's~~assets value and improving the ~~environment. Our ERT services manage the sites' environmental remediation requirements, which benefits the communities and lowers the utility customers' cost.~~

~~Seasonality of Business~~

Based on historical trends, we expect our operating results to vary seasonally. Variations in normal weather patterns can cause changes in energy consumption which may influence the demand and timing of associated services for our fossil services offerings. Inclement weather can impact construction-related activities associated with pond and landfill remediation, which affects the timing of revenue generation for our remediation and compliance services. Inclement weather can also impact decommissioning and demolition, land redevelopment and scrap sales activities, which affects the timing of income generation for our ERT services. Our byproduct sales are also negatively affected during winter months when the use of cement and cement products is generally lower.

~~Business Combinations~~

On March 30, 2018, Charah Management completed a transaction with SCB Materials International, Inc. and affiliated entities (“SCB”), a previously unrelated third party, pursuant to which Charah Solutions acquired certain assets and liabilities of SCB for a purchase price of $35,000, with $20,000 paid at closing and $15,000 to be paid over time in conjunction with certain performance metrics. The contract also contained various mechanisms for a working capital true-up. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, ~~Business Combinations~~ with the allocation of the purchase price for the acquisition finalized as of March 31, 2019. The recognized goodwill from the transaction was allocated to the Environmental Solutions segment. In November 2018, the $15,000 contingent consideration to be paid over time was reduced by $3,300. During the year ended December 31, 2020, the Company evaluated the recoverability of certain grinding technology assets. As part of that review, we assessed the likelihood of paying the contingent liability based on achieving certain performance sales levels using these technology assets. In the fourth quarter of 2020, the Company concluded that certain sales levels would not be achieved, and we reduced the corresponding liability by $9,702, which was

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

~~recognized as a component of operating income in~~environment. Our ERT services manage the ~~consolidated statements of operations. As of June 30, 2021, we expect~~sites' environmental remediation requirements, benefiting the ~~remaining liability balance of $1,950 to be paid in 2022~~communities and ~~beyond. The fair value of~~lowering the ~~contingent consideration was estimated using unobservable inputs of future cash flows, which we consider to be Level 3 measurements.~~coal fired plant energy providers’ costs.

2. Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization categorized the disease caused by a novel coronavirus (“COVID-19”) asto be a ~~pandemic, and~~pandemic. Management continues to evaluate the ~~President~~impact of ~~the United States declared~~ the COVID-19 pandemic ~~to be~~and has concluded that while it is reasonably possible that the virus could have a ~~national emergency. The Company~~negative effect on the Company’s financial position and results of its operations, the specific impact is ~~a mission-critical contractor to the power generation industry, which has been identified~~not readily determinable as ~~part~~ of the ~~Department~~date of ~~Homeland Security’s Critical Infrastructure Sector.~~these financial statements. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which includes modifications to the limitation on business interest expense and net operating loss carryforward provisions and provided a payment delay of certain employer payroll taxes during 2020. The Company deferred $1,637 of employer payroll taxes otherwise due in 2020, with 50% ~~due by~~paid in the year ended December 31, 2021 and the remaining 50% due by December 31, 2022.

3.2. Recent Accounting Pronouncements

~~Recently Adopted Accounting Pronouncements~~

~~In August 2020, the FASB issued ASU No. 2020-06,~~ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the guidance on accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible debt with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt and convertible preferred stock wholly as preferred stock unless certain other conditions are met. Also, the ASU requires the application of the if-converted method for calculating diluted earnings per share, and the treasury stock method will no longer be available. The Company early adopted ASU No. 2020-06, as permitted by the standard, as of January 1, 2021 with no significant impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), requiring all leases to be recognized on the balance sheet as a right-of-use asset and a lease liability unless the lease is a ~~short term~~short-term lease (generally a lease with a term of 12 months or less). At the commencement date of the lease, the Company will recognize: (i) a lease liability for the Company’s obligation to make payments under the lease agreement, measured on a discounted basis; and (ii) a right-of-use asset that represents the Company’s right to use, or control the use of, the specified asset for the lease term. This ASU originally required recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, which provided an additional (and optional) transition method that permits the application of this ASU at the adoption date with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In June 2020, the FASB issued ASU No. 2020-05 and delayed the effective date of this ASU, extending the effective date for non-public business entities, and making the ASU effective for the Company for the fiscal year ending December 31, 2022, and interim periods within the fiscal year ending December 31, 2023, with early adoption permitted. The Company has not yet selected a transition method and, ~~is currently evaluating~~while we are still in the ~~effect that~~process of assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows, we expect the adoption of this ~~ASU~~standard will have a material impact on ~~its~~our consolidated financial ~~statements.~~position due to the recognition of the right-of-use asset and lease liability related to operating leases. We had operating leases with remaining rental payments of approximately $24,077 as of June 30, 2022. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments, which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The amendments contained in this ASU will be applied through a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2018, the FASB issued ASU No. 2018-19, which amended the effective date of ASU No. 2016-13 and clarified that receivables arising from operating leases are not within the scope of Subtopic 326-20. In October 2019, the FASB delayed the effective date of this ASU, extending the effective date for non-public business entities and making the ASU effective for the Company for the fiscal year ending December 31, 2023, and interim periods therein, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference ~~LIBOR~~the London Inter-bank Offered Rate (“LIBOR”) or another rate that is expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). This ASU provides supplemental guidance and clarification to ASU No. 2020-04, and these updates must be adopted concurrently, cumulatively referred to as “Topic 848.” The amendments in Topic 848 are currently effective for all entities, and upon adoption, may be applied prospectively to contract modifications made on or before December 31, 2022. The Company is still assessing the impact of Topic 848 on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the guidance on accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible debt with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock unless certain other conditions are met. Also, the ASU requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

~~4. Discontinued Operations~~

~~On November 19, 2020,~~method will no longer be available. This ASU will be effective for the Company ~~completed~~for the ~~Allied Transaction through an all-cash deal for $40,000, subject to adjustments for working capital~~fiscal year ending December 31, 2024, and certain other adjustments as set forth in the Purchase Agreement, which are described below. The Allied Transaction was approved by a special committee of the Company’s board of directors consisting solely of independent directors, which obtained a fairness opinion in connectioninterim periods therein, with ~~the Allied Transaction. The Allied Transaction has been treated as a sale to an entity under common control, with $25,506 recognized as a contribution to equity during 2020.~~

~~The parties made customary representations and warranties and have agreed to customary covenants in the Purchase Agreement.~~early adoption permitted. The Company ~~entered into a non-competition and non-solicitation arrangement under~~is currently evaluating the ~~Purchase Agreement with~~effect that the Purchaser, subject to customary exceptions. In addition, the parties also entered into a Transition Services Agreement pursuant to which the Company provided Allied and the Purchaser with certain transition assistance services from the dateadoption of the Allied Transaction until April 30, 2021 in exchange for payment. The Transition Services Agreement was subsequently amended and extended with certain transition assistance services to be provided until August 30, 2021. The Company recognized $17 and $60 resulting from the Transition Services Agreement as a credit within cost of sales in our accompanying unaudited condensedthis ASU will have on its consolidated statements of operations during the three and six months ended June 30, 2021, respectively. The Company had receivables outstanding from Allied of $5 and $120 at June 30, 2021 and December 31, 2020, respectively. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Allied Transaction are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented.financial statements.

3. Asset Acquisitions

The Company received cash proceeds of $37,860, which was net of transaction costs of $1,900 and Allied restricted cash of $240. The Company retained Allied liabilities of $3,500, recorded a $301 increase to paid-in-capital for the income tax impact related to the Allied Transaction and recognized accruals of $6,954 for working capital adjustments and $413 for other acquisition-related charges in accrued expenses in our Consolidated Balance Sheet as of December 31, 2020, to be paid in 2021. The Company paid the working capital settlement of $6,954 to the Purchaser as well as $3,500 of retained Allied liabilities and $413 of acquisition-related chargesclosed on 2 acquisitions during the six months ended June 30, ~~2021.~~2022 and one acquisition during the six months ended June 30, 2021 as part of its ERT service offerings.

As each asset group lacked the necessary elements of a business, these transactions were accounted for as asset acquisitions in accordance with ASC 805, Business Combinations, with the assumed liabilities, plus expenses and cash paid by or owed to the seller, comprising the purchase price. Since the fair value of the net assets acquired was different than the purchase price of the assets, the Company allocated the difference pro rata on the basis of relative fair values to reduce land, land improvements and structural fill sites, property and equipment and other assets acquired. For one acquisition, the Company recognized a deferred gain representing the difference between the fair value of the assets acquired and the consideration given (including transaction costs incurred).

The Company has identified asset retirement obligations within the assumed liabilities to be initially measured and valued in accordance with ASC 410, Asset Retirement and Environmental Obligations. We developed our estimates of these obligations using input from our operations personnel. Our estimates are based on our interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Absent quoted market prices, the estimate of fair value is based on the best available information, including the results of present value techniques. We use professional engineering judgment and estimated prices based on quotes rates from third parties and amounts paid for similar work to determine the fair value of these obligations. We are required to recognize these obligations at market prices whether we plan to contract with third parties or perform the work ourselves.

Once we determined the estimated closure and post-closure costs for each asset retirement obligation, we inflation-adjusted those costs to the expected time of payment using an estimated inflation rate and discounted those expected future costs back to present value using the credit-adjusted, risk-free rate effective at the time the obligation was incurred, consistent with the expected cash flow approach. Any changes in expectations that result in an upward revision to the estimated cash flows are treated as a new liability and discounted at the current rate, while downward revisions are discounted at the historical weighted average rate of the recorded obligation. The credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific to each specific asset retirement obligation. Gains on ARO settlements result from the requirement to record costs plus an estimate of third-party profit in determining the ARO. When we perform the work using internal resources and reduce the ARO for work performed, we recognize a gain if actual costs are less than the estimated costs plus the third-party profit.

Because these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future closure, demolition, and post-closure activities could result in a material change in these liabilities, related assets, and results of operations. We assess the appropriateness of the estimates used to develop our recorded balances annually or more often if conditions warrant. Changes in timing or extent of future final closure and post-closure activities typically result in a current adjustment to the recorded liability and land, land improvements and structural fill sites asset.

Avon Lake Asset Acquisition

On April 4, 2022, the Company, through its wholly-owned special purpose vehicle subsidiary Avon Lake Environmental Redevelopment Group, LLC (“ALERG”), completed the full acquisition of the Avon Lake Generating Station and adjacent property (the "Avon Lake Property") from GenOn Power Midwest, LP, (“GenOn”) and has begun environmental remediation and sustainable redevelopment of the property.

As part of this agreement, the Company acquired the Avon Lake Property, which is a 40-acre area located on Lake Erie that consists of multiple parcels of land adjacent to the retired generating plant, including the generating station, which ceased electric generation in March 2022, submerged lands lease in Lake Erie, substation/switch gear and transformers, administrative offices and structures, coal rail and storage yard parcels. ALERG assumed all liabilities related to the Avon Lake Property and will be responsible for the shutdown and decommissioning of the coal power plant and performing all environmental remediation and redevelopment work at the site. The decommissioning of the coal power plant and redevelopment of the property are expected to be completed within 36 months from the date of acquisition.

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

The ~~following amounts related to discontinued operation were derived from historical financial information~~assets acquired and ~~have been segregated from continuing operations and reported~~liabilities assumed as ~~discontinued operations in our accompanying unaudited~~recognized within the Company's condensed consolidated ~~statements~~balance sheet upon closing on the APA consisted of ~~operations:~~

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2020
Revenue $ 80,841 $ 194,195
Cost of sales (75,313) (182,765)
Gross profit 5,528 11,430
General and administrative expenses (980) (3,068)
Operating income 4,548 8,362
Interest expense, net(a)
(771) (1,542)
Income from discontinued operations before income taxes 3,777 6,820
Income tax expense 0 0
Income from discontinued operations $ 3,777 $ 6,820

~~(a) Interest expense was allocated to discontinued operations due to~~ the ~~requirement in Amendment No. 4 to Credit Agreement that cash generated from the Allied Transaction was used to reduce our debt balances.~~

~~The following table provides supplemental cash, cash equivalent and restricted cash information related to discontinued operations:~~following:


	~~As of~~
	~~June 30, 2020~~
~~Cash~~Consideration and ~~cash equivalents:~~direct transaction costs:
~~Cash, cash equivalents and restricted cash - continuing operations~~Asset retirement obligations	$	~~44,319~~ (34,300)
~~Cash, cash equivalents and restricted cash - discontinued operations~~Direct transaction costs	~~308~~ (1,345)
Total ~~cash~~consideration and ~~cash equivalents~~transaction costs incurred	$	~~44,627~~(35,645)

Assets Acquired:
Restricted Cash	$	2,900
Land, land improvements and structural fill sites	32,109
Plant, machinery and equipment	623
Vehicles	13
Total allocated value of assets acquired	$	35,645

A summary of the other assumptions included in the fair value measurement of the asset retirement obligations to be recognized upon closing of the APA consisted of the following:


Other Assumptions:
Inflation rate	2.50	%
Weighted average rate applicable to our long-term asset retirement obligations	7.35	%

As part of the acquisition, the Company acquired certain plant, machinery and equipment and vehicles for which management committed to a plan to sell. Property and equipment of $415 that was initially classified as held for sale were sold to third parties as of June 30, 2022. The Company received proceeds of $844 and recorded a gain of $429 within gains on sales of real estate, property and equipment, net, in the Company's condensed consolidated statements of operations. The proceeds were recorded in cash flows from investing activities in the Company's condensed consolidated statements of cash flows. The amount of land, land improvements and structural fill sites acquired includes fair value estimates for real estate and scrap to be sold from the demolition of the coal power plant.

Restricted cash is exclusively used to fund initial costs related to the acquisition and the remaining balance will be used to fund a portion of the asset retirement obligations. Restricted cash is held and will be disbursed by an escrow agent. Funds will be released to the Company as asset retirement obligation costs are incurred and performance of remediation activities are certified by an authorized representative of GenOn.

Cheswick Generating Station Asset Acquisition

On April 6, 2022, the Company, through its wholly-owned special purpose vehicle subsidiaries, Cheswick Plant Environmental Redevelopment Group, LLC, Cheswick Lefever, LLC and Harwick Operating Company, LLC (collectively, “CPERG”), completed the full acquisition of the Cheswick Generating Station, the Lefever Ash Landfill and the Monarch Wastewater Treatment Facility (the "Cheswick Property") from GenOn and will begin environmental remediation and sustainable redevelopment of the Pennsylvania properties immediately. The Cheswick Generating Station ceased electrical generation operations on March 31, 2022.

As part of this agreement, the Company, through CPERG, has acquired properties consisting of:

▪The retired Cheswick Generating Station, a 565 MW coal-fired plant previously operated by GenOn, located in Springdale, PA. The 56-acre primary generating station site, along with an adjacent 27-acre parcel, consists of an operating rail line, a coal yard, bottom ash emergency and recycle ponds, waste ponds and a coal pile runoff pond, coal delivery equipment, and an ash handling parcel. CPERG will be responsible for the shutdown and decommissioning of the coal power plant, the remediation of the 2 ash ponds and performing all environmental remediation and redevelopment work at the site.

▪The Lefever Ash Landfill in Cheswick, PA. The 182-acre site, including the 50-acre landfill facility, provided disposal of coal combustion residuals (CCR) and residual waste from the Cheswick Generating Station. CPERG will be responsible for the closure design, remediation closure work and post-closure monitoring of the landfill.

▪The Monarch Wastewater Treatment Facility in Allegheny County, PA. CPERG will be responsible for management and compliance with all applicable environmental regulations.

In the process of accounting for this transaction, the basis of the land, property and equipment acquired was reduced to zero, resulting in an excess of financial assets over and above the purchase price. The Company recognized a deferred gain of $4,476, representing the difference between the fair value of the assets acquired and the consideration given (including transaction costs incurred). This deferred gain will be recognized ratably over the entire project as remediation costs are incurred in proportion to total estimated remediation costs. The decommissioning of the coal power plant and redevelopment of these properties are expected to be completed within 42 months from the date

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

of acquisition, and the post-closure monitoring associated with the Lefever Ash Landfill and Monarch Wastewater Treatment Facility will occur for 30 years after the closure of the sites.

The ~~depreciation~~assets acquired and ~~amortization, capital expenditures and significant operating noncash items~~liabilities assumed as recognized within the Company's condensed consolidated balance sheet upon closing on the APA consisted of ~~Allied were as follows:~~the following:


	~~Six Months Ended~~
	~~June 30, 2020~~
~~Cash flows from discontinued operating activities:~~Consideration and direct transaction costs:
~~Depreciation and amortization~~Asset retirement obligations	$	~~409~~ (30,179)
~~Loss on disposal of property~~Direct transaction costs and ~~equipment~~accrued expenses	22 (684)
~~Non-cash shared-based compensation~~Total consideration and transaction costs incurred	~~214~~ $	(30,863)

~~Cash flows from discontinued investing activities:~~Assets Acquired:
~~Purchase of property and equipment~~Cash	$	79 5,577
Restricted cash	29,762
Total allocated value of assets acquired	$	35,339

Excess of fair value of assets acquired over total consideration – deferred gain	$	(4,476)

A summary of the other assumptions included in the fair value measurement of the asset retirement obligations to be recognized upon closing of the APA consisted of the following:


Other Assumptions:
Inflation rate	2.50	%
Weighted average rate applicable to our long-term asset retirement obligations	7.45	%

Restricted cash is exclusively used to fund initial costs related to the acquisition and the remaining balance will be used to fund a portion of the asset retirement obligations. Restricted cash is held and will be disbursed by an escrow agent. Funds will be released to the Company as certain project milestones are met and performance of remediation activities are certified by an authorized representative of GenOn.

Gibbons Creek Asset Acquisition

~~As part of our ERT service offerings, in~~In February 2021, the Company, through its wholly-owned special purpose vehicle subsidiary Gibbons Creek Environmental Redevelopment Group (“GCERG”), closed on an Asset Purchase Agreement (the “APA” or the “Agreement”) with Texas Municipal Power Agency to acquire, remediate and redevelop the Gibbons Creek Steam Electric Station and Reservoir (the “Gibbons Creek Transaction”). As part of this Agreement, GCERG took ownership of the 6,166 acre area (collectively, the “Purchased Assets”), which includes the closed power station and adjacent property, the 3,500 acre reservoir, dam and floodway. GCERG assumed all environmental responsibilities and became responsible for ~~the~~ decommissioning of the coal power plant ~~as well as~~and performing all environmental remediation work for the site landfills and ash ponds. At closing of the APA, GCERG became liable for and expressly fully assumed any and all environmental liabilities and environmental compliance, as well as, without limitation, any remediation, investigation, management, mitigation, closure, maintenance, reporting, removal, disposal of and any other actions with respect to any hazardous substances at, on, in, under, or emanating from the Purchased Assets.

GCERG, at its discretion, ~~plans to redevelop~~is redeveloping the property in an environmentally conscious manner ~~that will~~which the Company expects to expand economic activity and benefit the surrounding communities as well as restore the property to a state that will enable it to be put to its best potential use. The existing power plant ~~is being~~has been demolished, and GCERG is working with the Texas Commission on Environmental Quality to complete all environmental remediation required for the property and then plans to redevelop the remediated property within all zoning restrictions. The redevelopment of the property is expected to be completed within 34 months from the date of acquisition.

~~The Gibbons Creek Transaction was accounted for as an asset acquisition~~

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in ~~accordance with ASC 805,~~ ~~Business Combinations,~~ with the assumed liabilities net of cash received or owed to us by the seller comprising the purchase price. Since the fair value of the net assets acquired exceeded the cost, the Company allocated the difference pro rata on the basis of relative fair values to reduce land, property and equipment, and intangible assets acquired.thousands, except per share data)

(Unaudited)

The assets acquired and liabilities assumed as recognized within the Company's condensed consolidated balance sheet upon closing on the APA consisted of the following:


Consideration and direct transaction costs:
Asset retirement obligations	$	(50,590)
Bond and insurance accrued expenses, net	(2,229)
Direct transaction costs	(2,336)
Total consideration and transaction costs incurred	$	(55,155)

~~Asset Received:~~Assets Acquired:
Cash	$	6,354
Restricted cash	28,546
Water rights	5,196
Land, land improvements and structural fill sites	14,385
Plant, machinery and equipment	610
Vehicles	64
Total allocated value of assets acquired	$	55,155

~~The Company has identified~~A summary of the other assumptions included in the fair value measurement of the asset retirement obligations ~~within the assumed liabilities~~ to be ~~initially measured and valued in accordance with ASC 410,~~ ~~Asset Retirement and Environmental Obligations~~. We developed our estimates of these obligations using input from our operations personnel. Our estimates are based on our interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Absent quoted market prices, the estimate of fair value is based on the best available information, including the results of present value techniques. We use professional engineering judgment and estimated prices paid for similar work to

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

~~determine the fair value of these obligations. We are required to recognize these obligations at market prices whether we plan to contract with third parties or perform the work ourselves.~~

Once we determined the estimated closure and post-closure costs for each asset retirement obligation, we inflation-adjusted those costs to the expected time of payment and discounted those expected future costs back to present value using an inflation rate of 3.0%. We discounted these costs to present value using the credit-adjusted, risk-free rate effective at the time the obligation was incurred, consistent with the expected cash flow approach. Any changes in expectations that result in an upward revision to the estimated cash flows are treated as a new liability and discounted at the current rate, while downward revisions are discounted at the historical weighted average raterecognized upon closing of the recorded obligation. The credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific to each individual asset retirement obligation. The weighted average rate applicable to our long-term asset retirement obligations related to the Gibbons Creek Transaction was approximately 4.5% at the acquisition date.

Because these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future final capping, closure, and post-closure activities could result in a material change in these liabilities, related assets, and results of operations. We assess the appropriatenessAPA consisted of the estimates used to develop our recorded balances annually, or more often if conditions warrant. Changes in inflation rates or the estimated costs, timing, or extent of future final closure and post-closure activities typically result in a current adjustment to the recorded liability and land asset.following:


Other Assumptions:
Inflation rate	3.00	%
Weighted average rate applicable to our long-term asset retirement obligations	4.50	%

Demolition costs will be capitalized as part of ~~the~~ land, land improvements and structural fill sites as incurred as part of preparing the site for sale since, at the acquisition date, (i) we planned to demolish the existing structure as part of the redevelopment plan for the acquired property, (ii) demolition is expected to occur within a reasonable period of time after acquisition, and (iii) such expected costs will be incurred to make the land saleable to a third party.

To date, the Company has completed the sale of nearly 80% of the real property acreage acquired through the Gibbons Creek Transaction. The sale of property included 4,860 acres of the 6,166-acre area, the 3,500-acre reservoir, dam and spillway. There were no sales of real property acreage for the three and six months ended June 30, ~~2021.~~2022 and 2021, respectively.

6.4. Revenue

We disaggregate our revenue from customers by ~~type of service and by geographic region~~customer arrangement as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the ~~tables~~table below.

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Byproduct sales $ 19,444 $ 21,400 $ 34,542 $ 43,161
Construction contracts 31,713 15,347 51,652 30,194
Services 12,361 15,557 29,431 30,226
Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
United States $ 63,518 $ 52,093 $ 115,625 $ 102,735
Foreign 0 211 0 846
Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Construction contracts	$	36,096	$	31,713	$	66,936	$	51,652
Byproduct services	27,405		23,392		51,423		49,865
Raw material sales	13,609		8,413		24,802		14,108
Total revenue	$	77,110	$	63,518	$	143,161	$	115,625

As of June 30, ~~2021,~~2022, the Company had remaining performance obligations with an aggregate transaction price of ~~$493,205~~$432,332 on construction contracts for which we recognize revenue over time. We expect to recognize approximately ~~16%~~18% of our remaining performance obligations as revenue during the remainder of ~~2021, 12%~~2022, 11% in ~~2022, 10%~~2023, 8% in ~~2023,~~2024, and 62% thereafter. Revenue associated with our remaining performance obligations includes performance obligations related to our construction contracts. The balance of remaining performance obligations does not include variable consideration that was determined to be constrained as of June 30, ~~2021.~~2022. As of June 30, ~~2021,~~2022, there were no$1,579 of unapproved change orders associated with project scope changes included in determining the profit or loss on certain construction ~~contracts.~~contracts, of which $0 were approved subsequent to quarter-end.

The Company did not have any foreign revenue for the three and six months ended June 30, 2022 and 2021.

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

7.5. Balance Sheet Items

~~Allowance for doubtful accounts~~

~~The following table presents the changes in the allowance for doubtful accounts:~~

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Balance, beginning of period $ 558 $ 254 $ 467 $ 146
Add: provision 46 0 139 119
Less: deduction and other adjustments (46) (5) (48) (16)
Balance, end of period $ 558 $ 249 $ 558 $ 249

~~Property~~Real estate, property and equipment, net

The following table shows the components of real estate, property and equipment, net:


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Plant, machinery and equipment	Plant, machinery and equipment	$	66,735	$	68,308	Plant, machinery and equipment	$	61,963	$	63,937
Structural fill site improvements	Structural fill site improvements	55,760		55,760		Structural fill site improvements	55,760		55,760
Vehicles	Vehicles	12,791		12,824		Vehicles	12,028		11,718
Office equipment	Office equipment	600		582		Office equipment	600		600
Buildings and leasehold improvements	Buildings and leasehold improvements	267		262		Buildings and leasehold improvements	267		267
Land, land improvements and structural fill sites	Land, land improvements and structural fill sites	15,076		432		Land, land improvements and structural fill sites	43,994		12,231
Capital lease assets	Capital lease assets	13,764		6,627		Capital lease assets	45,068		31,172
Construction in progress	Construction in progress	1,549		1,961		Construction in progress	616		1,522
Total property and equipment		$	166,542	$	146,756
Total real estate, property and equipment						Total real estate, property and equipment	$	220,296	$	177,207
Less: accumulated depreciation	Less: accumulated depreciation	(103,702)		(97,286)		Less: accumulated depreciation	(114,099)		(106,734)
Property and equipment, net		$	62,840	$	49,470
Real estate, property and equipment, net						Real estate, property and equipment, net	$	106,197	$	70,473

Land, land improvements and structural fill sites ~~includes~~ ~~$5,158~~include $5,677 of real property acquired in the Gibbons Creek Transaction that the Company is actively demolishing and for which depreciation expense is not being recorded. During the three and six months ended June 30, 2022, the Company capitalized $768 and $1,610, respectively, of demolition costs and sold scrap with a cost basis of $966 and $1,956, respectively. During the three and six months ended June 30, 2021, the Company capitalized $882 and $1,030, respectively, of demolition costs and sold scrap with a cost basis of $339.

Depreciation expense was ~~$4,195~~$4,846 and ~~$4,481~~$4,195 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$8,368~~$9,443 and ~~$8,712~~$8,368 for the six months ended June 30, ~~2021 and 2020, respectively.~~2022.

Capital leases

The following table shows the components of capital lease assets, net:


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Capital lease assets	Capital lease assets	$	13,764	$	6,627	Capital lease assets	$	45,068	$	31,172
Less: accumulated depreciation	Less: accumulated depreciation	(1,524)		(368)		Less: accumulated depreciation	(7,800)		(3,606)
Capital lease assets, net	Capital lease assets, net	$	12,240	$	6,259	Capital lease assets, net	$	37,268	$	27,566

The Company's depreciation of capital lease assets is included within depreciation expense as disclosed above.

Sales-type lease

In March 2021, the Company amended an existing ground lease with a third party concerning one of the Company's structural fill assets with a 30-year term expiring on December 31, 2050. The lease includes multiple options that may be exercised at any time during the lease term for the lessee to purchase all or a portion of the premises as well as a put option (the “Put Option”) that provides the Company the option to require the lessee to purchase all of the premises at the end of the lease term.

In accordance with ASC 840, Leases, the Company considered whether this lease, as amended, met any of the following four criteria as part of classifying the lease at the amendment date: (a) the lease transfers ownership of the property to the lessee by the end of the lease term; (b) the lease contains a bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the lease property; and (d) the present value of the minimum lease payments, excluding executory costs, equals or exceeds 90 percent of the excess of the fair value of the lease property to the lessor at lease inception. This lease was recorded as a sales-type capital lease due to the Put Option provision contained within the lease agreement that represents a transfer of ownership of the property by the end of the lease term.

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

Additionally, the Company determined that collectability of the lease payments was reasonably assured and that there were not any significant uncertainties related to costs that it has yet to incur with respect to the lease.

At the amendment date of the lease, a discount rate of 3.9% implicit in the sales-type lease was used to calculate the present value of the minimum lease payments, which the Company recorded as a lease receivable. The Company recognized a gain of $5,568 within operating income in the accompanying unaudited condensed consolidated statements of ~~operations.~~operations for the six months ended June 30, 2021.

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

The following table reflects the classification of the lease receivable within our accompanying unaudited condensed consolidated balance sheet:


	~~June 30, 2021~~
~~Lease receivable~~	$	~~5,969~~
~~Less: current portion in prepaid expenses and other current assets~~	~~(64)~~
~~Non-current portion in other assets~~	$	~~5,905~~


	June 30, 2022		December 31, 2021
Lease receivable	$	5,905	$	5,937
Less: current portion in prepaid expenses and other current assets	(66)		(65)
Non-current portion in other assets	$	5,839	$	5,872

Asset ~~sale agreement~~Sale Agreement

In June 2021, the Company consummated an asset sale with an unrelated third party in which the Company assigned a lease agreement to the purchaser and sold certain grinding-related inventory and fixed assets for an aggregate sale price of $2,852. The Company received $1,250 in cash at closing, with the remaining portion to be paid over time on specified dates, with the final payment to be received 36 months from the closing date.

The Company determined that the note receivable included a significant financing component. As a result, the sale price and gain on sale were determined on a discounted cash flow basis. ~~The Company recognized a gain of $1,187 within gains on sales of fixed assets in the accompanying unaudited condensed consolidated statements of operations.~~

The following table reflects the classification of the note receivable within our ~~accompanying~~ unaudited condensed consolidated balance sheet:


	~~June 30, 2021~~
~~Note receivable~~	$	~~1,602~~
~~Less: current portion in prepaid expenses and other current assets~~	~~(500)~~
~~Non-current portion in other assets~~	$	~~1,102~~


	June 30, 2022		December 31, 2021
Note receivable	$	1,102	$	1,352
Less: current portion in prepaid expenses and other current assets	(500)		(500)
Non-current portion in other assets	$	602	$	852

Accrued liabilities

The following table shows the components of accrued liabilities:


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Accrued expenses	Accrued expenses	$	15,162	$	19,323	Accrued expenses	$	21,418	$	25,074
Accrued working capital adjustment for the Allied Transaction		0		6,954
Accrued interest						Accrued interest	2,250		2,008
Accrued preferred stock dividends						Accrued preferred stock dividends	1,571		1,994
Accrued payroll and bonuses	Accrued payroll and bonuses	2,588		7,227		Accrued payroll and bonuses	2,981		7,798
Accrued preferred stock dividends		2,148		1,356
Accrued interest		87		77
Accrued liabilities	Accrued liabilities	$	19,985	$	34,937	Accrued liabilities	$	28,220	$	36,874

6. Asset Retirement Obligations

~~The~~As of June 30, 2022, the Company owns 12 structural fill ~~site~~sites with continuing maintenance and monitoring requirements after ~~its~~their closure, one wastewater treatment facility with continuing maintenance and 4monitoring requirements, and 8 tracts of real property with decommissioning, remediation and monitoring requirements. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company has accrued ~~$52,361~~$83,729 and ~~$5,159,~~$42,413, respectively, for ~~these~~the asset retirement ~~obligations.~~obligations (“ARO”).

The following table reflects the activity for ~~the~~our asset retirement obligations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Balance, beginning of period	$	33,969	$	54,112	$	42,413	$	5,159
Liabilities incurred	64,479		—		64,479		50,590
Liabilities settled	(13,489)		(2,305)		(19,883)		(4,175)
Accretion	327		554		728		787
Gain on ARO settlement	(1,557)		—		(4,008)		—
Balance, end of period	83,729		52,361		83,729		52,361
Less: current portion	(47,542)		(21,395)		(47,542)		(21,395)
Non-current portion	$	36,187	$	30,966	$	36,187	$	30,966

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Balance, beginning of period 54,112 $ 12,987 $ 5,159 $ 15,131
Liabilities acquired (See Note 5) 0 0 50,590 0
Liabilities settled (2,305) (2,201) (4,175) (4,533)
Accretion 554 162 787 350
Balance, end of period 52,361 10,948 52,361 10,948
Less: current portion (21,395) (5,845) (21,395) (5,845)
Non-current portion 30,966 $ 5,103 $ 30,966 $ 5,103

~~8. Equity Method Investment~~

Charah has an investment in a company that provides ash management and remarketing services to the electric utility industry. Charah accounts for its investment under the equity method of accounting because Charah has significant influence over the financial and operating policies of the company. Charah had a payable to the equity method investment of $2 at June 30, 2021 and a receivable due from the equity method investment of $182 at December 31, 2020. In December 2020, the Company informed our joint venture partner of our decision to exit the joint venture due to unfavorable economic conditions associated with a new contract that would adversely impact the future earnings capacity of our investment. In 2021, the joint venture sold its property and equipment at an amount exceeding carrying value and continues to settle its remaining current assets and liabilities through the normal course of business.

~~Summarized balance sheet information of our equity method investment entity is as follows:~~

June 30, 2021 December 31, 2020
Current assets $ 14 $ 1,812
Noncurrent assets 0 282
Total assets $ 14 $ 2,094
Current liabilities 0 432
Equity of Charah 7 831
Equity of joint venture partner 7 831
Total liabilities and members’ equity $ 14 $ 2,094

~~Summarized financial performance of our equity method investment entity is as follows:~~

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Revenue $ 0 $ 1,546 $ 555 $ 3,024
Net (loss) income (22) 651 382 1,243
Charah Solutions’ share of net (loss) income (11) 326 191 622

~~The following table reflects our proportional ownership activity in our investment account:~~

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Opening balance $ 40 $ 4,781 $ 831 $ 5,078
Distributions (22) (256) (1,015) (849)
Share of net (loss) income (11) 326 191 622
Closing balance $ 7 $ 4,851 $ 7 $ 4,851

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

9.7. Related Party Transactions

ATC Group Services LLC (“ATC”), an entity owned by BCP, our majority stockholder, provided environmental consulting and engineering services at certain service sites. Expenses to ATC were ~~$25~~$7 and ~~$64~~$25 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$79~~$25 and ~~$94~~$79 for the six months ended June 30, ~~2021~~2022 and ~~2020, respectively.~~2021. The Company had 0no receivables outstanding from ATC at June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The Company had payables and accrued expenses, net of credit memos, due to ATC of $5$4 and ~~$29~~$4 at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

As further discussed in Note ~~4, Discontinued Operations,~~9, Long-term Debt, in ~~November 2020,~~August 2021, the Company ~~sold its Allied subsidiary~~completed an offering of $135,000, in the aggregate, of the Company’s 8.50% Senior Notes due 2026 (the “Notes”), which amount included the exercise by the underwriters of their option to purchase an ~~affiliate~~additional $5,000 aggregate principal amount of ~~BCP.~~Notes. B. Riley Securities, Inc. (“B. Riley”), a shareholder of the Company with board representation, served as the lead book-running manager and underwriter for this offering, purchasing a principal amount of $80,325 of the Notes. Fees paid to B. Riley related to this offering were $7,914. These fees were capitalized as debt issuance costs within notes payable, less current maturities in the accompanying unaudited condensed consolidated balance sheets and will be amortized prospectively through interest expense, net in the accompanying unaudited condensed consolidated statements of operations using the effective interest method through the maturity date of the Notes.

As further discussed in Note ~~13,~~11, Mezzanine Equity, in March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26,000 shares of Preferred Stock.

As further discussed in Note 9, Long-term Debt, on August 15, 2022, the Company, through its GCERG subsidiary, entered into a term loan agreement (the “Term Loan Agreement”) with BCP that provides for a delayed-draw term loan in an aggregate principal amount of $20.0 million.

~~10.~~

8. Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized but instead are tested for impairment annually or more often if events or changes in circumstances indicate that the fair value of the asset may have decreased below its carrying value. We perform our impairment test effective October 1st of each year and evaluate for impairment indicators between annual impairment tests, of which there were none. There was no goodwill activity during the six months ended June 30, ~~2021.~~2022.

Indefinite-Lived and Definite-Lived Intangible Assets

Our intangible assets, net include a trade name ~~and water rights~~ that ~~are~~is considered to have an indefinite ~~lives. As further discussed in Note 5, Asset Acquisition~~, ~~in February 2021, the Company acquired an indefinite-lived intangible asset for water rights through the Gibbons Creek Transaction.~~

~~Our intangible assets, net include~~life and customer relationships that are considered to have a definite life. Our customer relationships are amortized on a straight-line basis over their estimated useful lives of 10 years. The amortization expense of our definite-lived intangible assets was $1,973 ~~and $2,057~~ for the three months ended June 30, 2022 and 2021 and ~~2020, respectively and~~ $3,947 ~~and $4,152~~ for the six months ended June 30, ~~2021~~2022 and ~~2020, respectively.~~2021.

The Company’s intangible assets consist of the following:


		June 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangibles	Definite-lived intangibles													Definite-lived intangibles
Customer relationships	Customer relationships	$	78,942	$	(34,779)	$	44,163	$	78,942	$	(30,832)	$	48,110	Customer relationships	$	78,942	$	(42,674)	$	36,268	$	78,942	$	(38,727)	$	40,215

Indefinite-lived intangibles	Indefinite-lived intangibles													Indefinite-lived intangibles
Charah trade name	Charah trade name					13,316						13,316		Charah trade name					13,316						13,316
Water rights						5,196						0
Total						18,512						13,316
																			0						0
Total	Total					$	62,675					$	61,426	Total					$	49,584					$	53,531

~~11.~~9. Long-term Debt

Senior Notes

On August 25, 2021, the Company completed a public offering of $135,000, in the aggregate, of the Company’s Notes, which amount includes the exercise by the underwriters of their option to purchase an additional $5,000 aggregate principal amount of Notes.

The Notes were issued pursuant to the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of August 25, 2021, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the Indenture entered into by and between the Company and the Trustee, dated as of August 25, 2021 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”).

The public offering price of the Notes was 100.0% of the principal amount. The Company received proceeds before payment of expenses and other fees of $135,000. The Company used the proceeds, along with cash from the sale of equity to B. Riley, to fully repay and

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

terminate the Company’s Credit Facility, as defined below, with any remaining proceeds to be used for general corporate purposes, including funding future acquisitions and investments, repaying indebtedness, making capital expenditures and funding working capital.

The Notes bear interest at the rate of 8.50% per annum. Interest on the Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing October 31, 2021. The Notes will mature on August 31, 2026.

The Company may redeem the Notes for cash in whole or in part at any time (i) on or after August 31, 2023 and prior to August 31, 2024, at a price equal to 103% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after August 31, 2024 and prior to August 31, 2025, at a price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after August 31, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. If the Company is redeeming less than all of the Notes, the Trustee will select the Notes to be redeemed by such method as the Trustee deems fair and appropriate in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances.

The Indenture also contains customary event of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes may declare the Notes to be immediately due and payable.

The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.

As a result of the issuance of the Notes, $12,116 of third-party fees were capitalized as debt issuance costs that will be amortized through interest expense, net in the accompanying unaudited condensed consolidated statements of operations using the effective interest method through the maturity date of the Notes.

Asset-Based Lending Credit Agreement

On November 9, 2021, the Company entered into a new Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein. The Credit Agreement provides for a four-year senior secured revolving credit facility with initial aggregate commitments from the lenders of $30,000, which includes $5,000 available for swingline loans, plus an additional $5,000 of capacity available for the issuance of letters of credit if supported by cash collateral provided by the Company (with a right to increase such amount by up to an additional $5,000) (“Aggregate Revolving Commitments”). Availability under the Credit Agreement is subject to a borrowing base calculated based on the value of certain eligible accounts receivable, inventory, and equipment of the Company and subject to redeterminations made in good faith and in the exercise of permitted discretion of JPMorgan. Proceeds of the Credit Agreements may be used for working capital and general corporate purposes.

The Credit Agreement provides for borrowings of either base rate loans or Eurodollar loans. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, monthly and (ii) with respect to Eurodollar loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a Eurodollar loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. Eurodollar Loans bear interest at a rate per annum equal to the Adjusted LIBOR for one, three or six months (the “Interest Period”), plus an applicable margin of 2.25%. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Adjusted LIBOR loans plus 100 basis points, plus an applicable rate of 125 basis points. The Credit Agreement contains a provision for sustainability adjustments annually that will impact the applicable margin by between positive 0.05% and negative 0.05% based on the achievement, or lack thereof, of certain metrics agreed upon between JPMorgan and the Company and publicly reported through the Company’s annual non-financial sustainability report.

The Credit Agreement is guaranteed by certain of the Company’s subsidiaries and is secured by substantially all of the Company’s and such subsidiaries’ assets. The Credit Agreement contains customary restrictive covenants for asset-based loans that may limit the Company’s ability to, among other things: incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, make certain restricted payments, incur liens, and engage in certain other transactions without the prior consent of the lenders.

A covenant testing period (“Covenant Testing Period”) is a period in which excess availability (which is defined in the Credit Agreement as the sum of availability and an amount up to $1,000) is less than the greater of (a) 12.5% of the lesser of the aggregate revolving commitments and the borrowing base, (b) the lesser of $7,500 and the PP&E Component as defined in the Credit Agreement, and (c) $3,500, for 3 consecutive business days. During a Covenant Testing Period, the Credit Agreement requires the Company to maintain a fixed charge coverage ratio as defined in the Credit Agreement, determined for any period of twelve (12) consecutive months ending on the last day of each fiscal quarter, of at least 1.00 to 1.00.

As of June 30, 2022, the Company has no outstanding draw on the Credit Agreement. Outstanding letters of credit were $12,487 and $19,027 as of June 30, 2022 and December 31, 2021. As of June 30, 2022, all outstanding letters of credit were issued with JPMorgan.

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

Agreement Amendment permits the Company to include certain gains on ARO settlements and cash received for deferred gains from ERT projects in the calculation of the Company’s fixed charge coverage ratio under the Credit Agreement's financial covenant. As of June 30, 2022, after taking into account the terms of the Credit Agreement Amendment, the Company would have met the financial covenant had it been in effect.

As of August 19, 2022, based on the undrawn letters of credit utilization of $10,687, borrowings of $9,500 under the Credit Agreement and applicable financial covenant requirements, springing covenants would become applicable if the Company were to borrow additional amounts in excess of approximately $1,834 under the Credit Agreement.

As a result of entering into the Credit Agreement, $1,443 of third-party fees were capitalized as debt issuance costs that will be amortized through interest expense, net in the unaudited condensed consolidated Statements of Operations using the effective interest method through the maturity date of the Credit Agreement. Unamortized debt issuance costs as of June 30, 2022 and December 31, 2021 were $1,232 and $1,338, respectively.

Term Loan Agreement

On August 15, 2022, the Company, through its GCERG subsidiary (the “Term Loan Borrower”), entered into a term loan agreement (the “Term Loan Agreement”) with Charah Preferred Stock Aggregator, LP, an affiliate of Bernhard Capital Partners Management, LP (“BCP”). As a result of unexpected operating losses, an increase in contract assets and accelerated cash outflows for remediation activities on an ERT project that led to a decrease in cash during the six months ended June 30, 2022, the Company sought additional financing options to fund ongoing operations and project level investment. The Term Loan Agreement was executed to provide additional liquidity for the Company and accelerate the timing of the Company's cash flows for anticipated sales of the GCERG real estate parcels. The Term Loan Agreement provides for a delayed-draw term loan in an aggregate principal amount of $20,000. Borrowings can be requested at any date before October 24, 2022. The Term Loan Agreement is scheduled to mature on the earlier of the sale of the remaining GCERG real estate parcels or April 15, 2024. Borrowings under the Term Loan Agreement accrue interest at a percentage per annum equal to 12.0%, with interest payments due on the first business day of each calendar quarter following the effective date of the Term Loan Agreement and on the maturity date. The Term Loan Borrower agreed to pay a commitment fee equal to $1,000 that is payable on the earliest of (i) April 15, 2024, (ii) the date on which the loans are redeemed in full and all commitments are terminated and (iii) the date on which all commitments are terminated in full. The Term Loan Agreement is secured by a lien on, and security interest in, substantially all of the Term Loan Borrower’s assets, including real property, and is guaranteed on an unsecured basis by the Company and Charah, LLC. Voluntary prepayments are permitted at any time, without premium or penalty.

The Term Loan Agreement contains certain customary representations and warranties and affirmative and negative covenants. The negative covenants include, subject to customary exceptions, limitations on indebtedness, investments and acquisitions, mergers and consolidations, restricted payments, transactions with affiliates, liens and dispositions. The Term Loan Agreement allows the Term Loan Borrower to make distributions to its equity holders with the proceeds of the loans made thereunder. The Term Loan Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may declare all loans to be immediately due and payable.

As of August 19, 2022, the Term Loan Borrower had made no borrowings under the Term Loan Agreement.

Previous Credit Facility

On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility ~~includes:~~included:

•A revolving loan not to exceed $50,000 (the “Revolving Loan”);

•A term loan of $205,000 (the “Closing Date Term Loan”); and

•A commitment to loan up to a further $25,000 in term loans, which expired 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”).

~~After~~Pursuant to the ~~Fourth Amendment,~~terms of the Credit Facility and its related amendments, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility ~~will~~were set to mature in July ~~2022, as discussed more fully below.~~2022. The interest rates per annum applicable to the loans under the Credit Facility ~~are~~were based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently ~~the London Inter-bank Offered Rate (“LIBOR”),~~LIBOR, or (ii) an alternative base rate. Various margins ~~are~~were added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees ~~are~~were payable regarding the Credit Facility and ~~include~~included (i) commitment fees for the unused

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility ~~are~~were secured by substantially all of the assets of the Company.

The Credit Facility ~~contains~~contained various customary representations, ~~and~~ warranties, ~~and~~ restrictive covenants, that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries’ business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility) that have been modified as described below.

~~The Credit Facility also contains~~ certain affirmative covenants, including reporting requirements, ~~such as delivering financial statements, certificates~~ and ~~notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.~~

~~The Credit Facility includes~~ customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.default.

The Revolving Loan provides a principal amount of up to $50,000, reduced by outstanding letters of credit. As of June 30, 2021 and December 31, 2020, $12,781 and $12,003, respectively, was outstanding on the Revolving Loan and $17,459 and $11,079, respectively, of letters of credit were outstanding.

But for Amendment No. 2 to Credit Agreement and Waiver (the “Second Amendment”), as of June 30, 2019, we would not have complied with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00 under the Credit Facility. On August 13, 2019, we entered into the Second Amendment, under which, among other things, the required lenders agreed to waive such non-compliance.

Also, according to the terms of the Second Amendment, the Credit Facility was amended to revise the required financial covenant ratios, which have been modified as described below. As consideration for these accommodations, we agreed that amounts borrowed under the Delayed Draw Commitment would not exceed $15,000 at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). Further, the margin of interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Second Amendment also added a requirement to make 2 additional scheduled prepayments of outstanding loans under the Credit Facility, including a payment of $50,000 on or before September 13, 2019, and an additional payment of $40,000 on or before March 31, 2020. The $50,000 payment was made before September 13, 2019, using proceeds of the Brickhaven deemed termination payment. The Second Amendment required the Company to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment, and this fee was paid on August 16, 2020.

The Second Amendment also included revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, investments and dividends or other distributions. After giving effect to the Second Amendment, we will not be permitted to make any distributions or dividends to our stockholders without the required lenders’ consent.

~~In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”).~~

Under the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40,000 prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we were not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we were required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter. In the event that we were unable to comply in the future with such financial covenants upon delivery of our financial statements under the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred, and the Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company.

The Third Amendment increased the maximum amount available to be borrowed under the Delayed Draw Commitment from $15,000 to $25,000, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amount of indebtedness that the Company may incur regarding certain capitalized leases from $50,000 to $75,000.

Under the Third Amendment, the Company agreed to make monthly amortization payments in respect of term loans beginning in April 2020 and move the maturity date for all loans under the Credit Facility to July 31, 2022 (the “Maturity Date”). Also, if at any time after August 13, 2019, the outstanding principal amount of the Delayed Draw Term Loans exceeds $10,000, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10,000 payable at March 31, 2020 and at the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company over $10,000, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

and general corporate purposes. The Company also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan compounded monthly and paid in kind by adding such portion to the outstanding principal amount.

As a condition to entering into the Second Amendment, we were required to pay the Administrative Agent an amendment fee (the “Second Amendment Fee”) in an amount equal to 1.50% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019, and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We were also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Facility, immediately before the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, the third amendment also required payment of an additional fee with respect to the Third Amendment in the amount of $2,000, with such fee being due and payable on the Maturity Date.

~~In November 2020, the Company entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”).~~

Under the terms of the Fourth Amendment, the Credit Facility was amended to revise the required financial covenant ratios such that, after giving effect to the Fourth Amendment, for the periods ending December 31, 2020 through March 30, 2021, we were required to comply with a maximum consolidated leverage ratio of 5.50 to 1.00, decreasing to 4.80 to 1.00 for the periods ended March 31, 2021 through September 29, 2021, to 4.50 to 1.00 for the periods ending September 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Fourth Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of March 31, 2021, increasing to 1.20 to 1.00 as of June 30, 2021 and thereafter.

In August 2021, the Company entered into Amendment No. 5 to Credit Agreement and Waiver (the “Fifth Amendment”). But for this amendment, as of June 30, 2021, we would not have been in compliance with the requirement to maintain a consolidated net leverage ratio of 4.80 to 1.00 or a minimum fixed charge coverage ratio of 1.20 to 1.00. Under the terms of the Fifth Amendment, the required lenders agreed to waive such non-compliance. In addition, the Credit Facility was amended to revise the financial covenant ratios such that, after giving effect to the Fifth Amendment, we will be required to comply with a maximum consolidated net leverage ratio of 5.50 to 1.00 and a minimum fixed charge coverage ratio of 1.10 to 1.00 as of September 30, 2021. As consideration for these accommodations, upon execution of the Fifth Amendment, the Company was required to make an additional scheduled prepayment of $5,000 of outstanding loans under the Credit Facility and accelerate payment of the previously accrued $2,000 fee required as consideration for the Third Amendment that was otherwise due and payable on the Maturity Date.

Our ability to comply with such financial covenants depends on the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the Maturity Date. Those financial forecasts are highly dependent upon the demand for our byproduct sales, timing in new contract awards and completion of existing work. The current pandemic is making it more difficult to forecast future results, and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us not to comply with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent are not considered in the Company’s control. If we are unable to comply in the future with such financial covenants upon delivery of our financial statements according to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred. The Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company.

~~In accordance with ASC 470,~~ ~~Debt~~, the Company calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Third Amendment and concluded that the original and new debt instruments were substantially different, necessitating that the Third Amendment be accounted for as an extinguishment. The Company capitalized third-party fees of $1,623 that will be amortized prospectively through interest expense, net in the accompanying unaudited condensed consolidated statements of operations using the effective interest method through the Maturity Date. Fees payable to the lenders (as discussed above) of $5,162 were associated with the extinguishment of the old debt instrument and included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations. The Company wrote off unamortized debt issuance costs of $3,441, which is included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations. The Company also calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Fourth and Fifth Amendments and concluded that the original and new debt instruments were not substantially different, necessitating that the Fourth and Fifth Amendments be accounted for as modifications.

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

~~12.~~10. Notes Payable

The following table summarizes the major components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

June 30, 2021 December 31, 2020
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 $1,572 as of June 30, 2021. $ 2,317 $ 2,871
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 $6,733 as of June 30, 2021. 7,433 8,446
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 2024 through December 2024. The notes are secured by equipment with a net book value of $2,596 as of June 30, 2021. 3,059 3,490
Various equipment notes entered into in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August 2025. The notes are secured by equipment with a net book value of $2,001 as of June 30, 2021. 1,820 2,011
Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $8, including interest of 5.4%, maturing in February 2026. The notes are secured by equipment with a net book value of $801 as of June 30, 2021. 727 0
Various commercial insurance premium financing agreements entered into in 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, that matured in February and March 2021. 0 453
A commercial insurance premium financing agreement entered into in 2021, payable in monthly installments of $24, including interest of 3.9%, maturing in October 2021. 96 0
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 $3,244 as of June 30, 2021. 4,669 5,791
Pursuant to the terms of the Third and Fifth Amendments, 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 11), 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 $1,280 in July 2021, $6,280 in August 2021, $1,280 monthly from September 2021 through December 2021, and $1,500 monthly thereafter. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants. 120,007 125,239
Total 140,128 148,301
Less debt issuance costs, net (693) (1,024)
139,435 147,277
Less current maturities (28,571) (22,308)
Notes payable due after one year $ 110,864 $ 124,969


	June 30, 2022		December 31, 2021
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 $385 as of June 30, 2022.	$	1,126	$	1,748
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 $4,427 as of June 30, 2022.	4,901		5,952
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 2024 through December 2024. The notes are secured by equipment with a net book value of $1,813 as of June 30, 2022.	2,196		2,633
Various equipment notes entered into in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August 2025. The notes are secured by equipment with a net book value of $1,528 as of June 30, 2022.	1,423		1,624
Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $9, including interest ranging from 4.0% to 6.5%, maturing in February 2026 through August 2026. The notes are secured by equipment with a net book value of $1,867 as of June 30, 2022.	1,675		1,861
Various commercial insurance premium financing agreements entered into in 2021, payable in monthly installments ranging from $24 to $117, including interest ranging from 3.0% to 3.9%, maturing in October 2021 through April 2022.	—		467
A commercial insurance premium financing agreement entered into in 2022, payable in monthly installments of $143, including interest of 4.2%, maturing in November 2022.	1,045		—
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 $1,486 as of June 30, 2022.	2,071		3,387
Senior Unsecured Notes, issued August 2021 (see Note 9). The Notes are senior unsecured obligations of the Company, bearing stated interest at 8.5%, and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.	135,000		135,000
Total	149,437		152,672
Less debt issuance costs, net	(10,485)		(11,444)
	138,952		141,228
Less current maturities	(8,010)		(7,567)
Notes payable due after one year	$	130,942	$	133,661

~~13.~~11. Mezzanine Equity

~~As a condition to the Third Amendment in~~In March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26 (twenty-six thousand) shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with an initial aggregate liquidation preference of $26,000, net of a 3% Original Issue Discount (“OID”) of $780 for net proceeds of $25,220 in a private placement (the “Preferred Stock Offering”). Proceeds from the Preferred Stock Offering were used for liquidity and general corporate purposes. In connection with the issuance of the Preferred Stock, the Company incurred direct expenses of $966, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. The Preferred Stock was initially recorded net of OID and direct

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

expenses, which will be accreted through paid-in-capital as a deemed dividend from the date of issuance through the first possible known redemption date, March 16, 2023. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had accrued dividends of ~~$966~~$1,098 and ~~$906,~~$1,030, respectively, associated with the Preferred Stock, which was recorded at a fair value of ~~$2,148~~$1,571 and ~~$1,356,~~$1,994, respectively, using observable information for similar items and is classified as a level 2 fair value measurement.

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

Dividend Rights The Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on the distribution of assets in any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock had an initial liquidation preference of $1 (one thousand dollars) per share.

The holders of the Preferred Stock are entitled to a cumulative dividend paid in cash at the rate of 10.0% per annum, payable on a quarterly basis. If we do not declare and pay a dividend to the holders of the Preferred Stock, the dividend rate will increase to 13.0% per annum, and the dividends are paid-in-kind by adding such amount to the liquidation preference. The Company’s intention is to pay dividends in-kind for the foreseeable future. The dividend rate will increase to 16.0% per annum upon the occurrence and during the continuance of an event of default. As of June 30, ~~2021,~~2022, the liquidation preference of the Preferred Stock was ~~$30,685.~~$34,873.

Conversion Features The Preferred Stock is convertible at the option of the holders at any time ~~on and after the three-month anniversary of the date of issuance~~ into shares of common stock at a conversion price of $2.77 per share (the “Conversion Price”), which represents a 30% premium to the 20-day volume-weighted average price ended March 4, 2020. As of June 30, ~~2021,~~2022, the maximum number of common shares that could be required to be issued if converted is ~~11,078~~12,589 (NaN). The conversion rate is subject to the following customary anti-dilution and other adjustments:

•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.

On or after the three-year anniversary of the date of issuance, if the holders have not elected to convert all their shares of Preferred Stock, the Company may give 30 days’ notice to the holders giving the holders the option to choose, in their sole discretion, to have all outstanding shares of Preferred Stock converted into shares of common stock or redeemed in cash at the then applicable Redemption Price (as defined below). The Company may not issue this conversion notice unless (i) the average volume-weighted average price per share of the Company’s common stock during each of the 20 consecutive trading days before the conversion is greater than 120% of the conversion price; (ii) the Company’s common stock is listed on a national securities exchange; (iii) a registration statement for the re-sale of the common stock is then effective; and (iv) the Company is not then in possession of material non-public information as determined by Regulation FD promulgated under the Exchange Act.

The Preferred Stock and the associated dividend payable on March 31, 2020, did not generate a beneficial conversion feature (“BCF”) upon issuance as the fair value of the Company’s common stock was less than the conversion price. If a BCF is recognized, a reduction to paid-in capital and the Preferred Stock will be recorded and subsequently accreted through the first redemption date.

Additionally, the Company determined that the nature of the Preferred Stock was more akin to an equity instrument and that the economic characteristics and risks of the embedded conversion options were clearly and closely related to the Preferred Stock. As such, the conversion options were not required to be bifurcated from the host under ASC 815, Derivatives and Hedging.

Redemption Rights If the Company undergoes certain change of control transactions, the Company will be required to immediately make an offer to repurchase all of the then-outstanding shares of Preferred Stock for cash consideration per share equal to the greater of (i) 100% of the Liquidation Preference, plus accrued and unpaid dividends, if any, plus, if applicable for a transaction occurring before the third anniversary of the closing, a make-whole premium determined pursuant to a calculation of the present value of the dividends that would have accrued through such anniversary, discounted at a rate equal to the applicable treasury rate plus 0.50% (the “Make-Whole Premium”); provided that if the transaction occurs before the first anniversary of the closing, the Make-Whole Premium shall be no greater than $4,000 and (ii) the closing sale price of the common stock on the date of such redemption multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock.

On or after the three-year anniversary of the issuance of the Preferred Stock, the Company may redeem the Preferred Stock, in whole or in part, for an amount in cash equal to the greater of (i) the closing sale price of the common stock on the date the Company delivers such notice multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock and (ii) (x) if the redemption occurs before the fourth anniversary of the date of the closing, 103% of the Liquidation Preference, plus accrued and unpaid dividends, or (y) if the redemption occurs on or after the fourth anniversary of the date of the closing, the Liquidation Preference plus accrued and unpaid dividends (the foregoing clauses (i) or (ii), as applicable, the “Redemption Price”).

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

On or after the seven-year anniversary of the date of issuance, the holders have the right, subject to applicable law, to require the Company to redeem the Preferred Stock, in whole or in part, into cash consideration equal to the liquidation preference, plus all accrued and unpaid dividends, from any source of funds legally available for such purpose.

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

Since the redemption of the Preferred Stock is contingently or optionally redeemable and therefore not certain to occur, the Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within our control, we have classified the Preferred Stock in mezzanine equity in the accompanying unaudited condensed consolidated balance sheets.

Liquidation Rights In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, the holders of the Preferred Stock would receive an amount in cash equal to the greater of (i) 100% of the liquidation preference plus a Make-Whole Premium and (ii) the amount such holders would be entitled to receive at such time if the Preferred Stock were converted into Company common stock immediately before the liquidation event. The Make-Whole Premium is removed from the calculation for a liquidation event occurring after the third anniversary of the issuance date.

Voting Rights The holders of the Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis in addition to voting as a separate class as provided by applicable Delaware law and the Company’s organizational documents. The holders, acting exclusively and as a separate class, shall have the right to appoint either a non-voting observer to the Company’s Board of Directors or one director to the Company’s Board of Directors.

Registration Rights The holders of the Preferred Stock have certain customary registration rights with respect to the shares of common stock into which the Preferred Stock is converted, pursuant to the terms of a registration rights agreement.

~~14. Interest Rate Swap~~

To manage interest rate risk in a cost-efficient manner, the Company entered into an interest rate swap in December 2017 whereby the Company agreed to exchange with the counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to a notional amount. The interest rate swap is not designated for hedge accounting. The interest rate swap is classified within other liabilities in the accompanying unaudited condensed consolidated balance sheets at June 30, 2021 and December 31, 2020 and is considered to be level 2 in the fair value hierarchy. The change in fair value of the interest rate swap is immediately recognized in earnings, within interest expense, net.

As of both June 30, 2021 and December 31, 2020, the notional amount of the interest rate swap was $150,000. A fair value liability of $734 and $935 was recorded within other current liabilities in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. The total amount of gain included in interest expense, net in the accompanying unaudited condensed consolidated statements of operations was $81 and $94 for the three months ended June 30, 2021 and 2020, respectively, and $201 and $30 for the six months ended June 30, 2021 and 2020, respectively.

~~15.~~12. Contract Assets and Liabilities

The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and contract liabilities on the accompanying unaudited condensed consolidated balance sheets.

Our contract assets are as follows:


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Costs and estimated earnings in excess of billings	Costs and estimated earnings in excess of billings	$	10,661	$	12,196	Costs and estimated earnings in excess of billings	$	23,984	$	17,163
Retainage	Retainage	6,970		6,133		Retainage	10,016		9,681
Total contract assets	Total contract assets	$	17,631	$	18,329	Total contract assets	$	34,000	$	26,844

Our contract liabilities are as follows:


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Billings in excess of costs and estimated earnings	Billings in excess of costs and estimated earnings	$	24,068	$	6,167	Billings in excess of costs and estimated earnings	$	3,941	$	5,716
Deferred revenue	Deferred revenue	2,008		128		Deferred revenue	1,761		483
Total contract liabilities	Total contract liabilities	$	26,076	$	6,295	Total contract liabilities	$	5,702	$	6,199

We recognized revenue of ~~$586~~$57 and ~~$6,295~~$5,829 for the three and six months ended June 30, ~~2021, respectively,~~2022 that was previously included in contract liabilities at December 31, ~~2020.~~ 2021.

The ~~increase~~Company's net position on uncompleted contracts is as follows:


	June 30, 2022		December 31, 2021
Costs incurred on uncompleted contracts	$	269,613	$	227,195
Estimated earnings	19,518		22,331
Total costs and estimated earnings	289,131		249,526
Less billings to date	(269,088)		(238,079)
Net balance in process	$	20,043	$	11,447

The net balance in ~~contract liabilities was primarily due to an increase in billings in excess~~process classified on the accompanying unaudited condensed consolidated balance sheets is as follows:


	June 30, 2022		December 31, 2021
Costs and estimated earnings in excess of billings	$	23,984	$	17,163
Billings in excess of costs and estimated earnings	(3,941)		(5,716)
Net balance in process	$	20,043	$	11,447

Anticipated losses on long-term contracts are recognized when such losses become evident. As of ~~costs and estimated earnings associated with billings during the three and six months ended~~ June 30, 2022 and December 31, 2021, accruals for ~~a specific remediation~~anticipated losses on long-term contracts were $7 and ~~compliance project.~~$159, respectively.

2120

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

~~The Company's net position on uncompleted contracts is as follows:~~

June 30, 2021 December 31, 2020
Costs incurred on uncompleted contracts $ 165,642 $ 123,339
Estimated earnings 26,050 18,425
Total costs and estimated earnings 191,692 141,764
Less billings to date (205,099) (135,735)
Net balance in process $ (13,407) $ 6,029

~~The net balance in process classified on the accompanying unaudited condensed consolidated balance sheets is as follows:~~

June 30, 2021 December 31, 2020
Costs and estimated earnings in excess of billings $ 10,661 $ 12,196
Billings in excess of costs and estimated earnings (24,068) (6,167)
Net balance in process $ (13,407) $ 6,029

Anticipated losses on long-term contracts are recognized when such losses become evident. As of June 30, 2021 and December 31, 2020, accruals for anticipated losses on long-term contracts were $81 and $155, respectively.

~~16. Stock/Unit-Based~~13. Stock-Based Compensation

The Company adopted the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”), pursuant to which employees, consultants, and directors of the Company and its affiliates, including named executive officers, are eligible to receive awards. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards, and performance awards intended to align the interests of participants with those of Company's stockholders. ~~During the six months ended June 30, 2021, the~~The Company ~~amended the 2018 Plan to reserve an additional 2,000~~has reserved 5,007 shares of common stock for ~~a total of 5,007 shares of common stock reserved for~~ issuance under the 2018 ~~Plan~~.

During the three and six months ended June 30, 2021, the Company granted 498 and 501 restricted stock units (“RSUs”), respectively, under the 2018 Plan that are time-based. Of the RSUs granted during the six months ended June 30, 2021, 3 vested immediately, 90 vest at the end of a one-year period, and 408 vest in equal installments over three years. The fair value of these RSUs is based on the market price of the Company’s shares on the grant date.

During the three and six months ended June 30, 2021, the Company granted 235 performance share units (“PSUs”) under the 2018 Plan that cliff vest after three years. The vesting of these PSUs is dependent upon the following performance goals during the period January 1, 2021 through December 31, 2023 (the “Performance Period”): (i) the relative total stockholder return percentile ranking of the Company as compared to the specified performance peer group and (ii) cumulative revenue. Each performance goal is weighted at 50% in determining the number of PSUs that become earned PSUs. The maximum number of earned PSUs for the Performance Period is 200% of the target number of PSUs. The total compensation cost we will recognize under the PSUs will be determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the Performance Period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized.Plan.

A summary of the Company’s non-vested share activity for the six months ended June 30, ~~2021~~2022 is as follows:


		Restricted Stock			Performance Stock			Total				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			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, 2020		981	$	5.08	453	$	4.02	1,434	$	4.74
Balance as of December 31, 2021											Balance as of December 31, 2021	885	$	4.62	648	$	4.24	1,533	$	4.46
Granted	Granted	501	5.41		235	4.74		736	5.20		Granted	729	4.10		313	2.97		1,042	3.76
Forfeited	Forfeited	(62)	7.54		(40)	4.76		(102)	6.45		Forfeited	(7)	3.21		(231)	6.14		(238)	6.05
Vested	Vested	(535)	5.88		0	0		(535)	5.88		Vested	(480)	4.73		—	—		(480)	4.73
Balance as of June 30, 2021		885	$	4.62	648	$	4.24	1,533	$	4.46
Balance as of June 30, 2022											Balance as of June 30, 2022	1,127	$	4.24	730	$	3.11	1,857	$	3.79

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

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, 2020 0.79 $ 2,817 1.68 $ 1,299 1.07 $ 4,116
Balance as of June 30, 2021 1.38 $ 4,471 1.76 $ 3,270 1.54 $ 7,741


	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, 2021	0.88	$	4,072	1.26	$	2,979	1.04	$	7,051

Balance as of June 30, 2022	1.40	$	4,215	1.93	$	2,730	1.61	$	6,945

Stock-based compensation expense related to the restricted stock issued was ~~$501~~$577 and ~~$400~~$501 during the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively and $1,148 and $758 ~~and $1,015 during~~for the six months ended June 30, 2022 and 2021, ~~and 2020.~~respectively. As of June 30, ~~2021,~~2022, total unrecognized stock-based compensation expense related to non-vested awards of restricted stock, net of estimated forfeitures, was ~~$2,584,~~$3,496, and is expected to be recognized over a weighted-average period of ~~1.52~~1.54 years. The total fair value of awards vested for the three and six months ended June 30, ~~2021~~2022 was ~~$2,704.~~$2,015 and $2,018, respectively.

Stock-based compensation expense related to the performance stock issued was ~~$198~~$169 and ~~$129~~$198 during the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively and $389 and $240 ~~and $239 during~~for the six months ended June 30, 2022 and 2021, ~~and 2020.~~respectively. As of June 30, ~~2021,~~2022, total unrecognized stock-based compensation expense related to non-vested awards of performance stock, net of estimated forfeitures, was ~~$1,337,~~$1,369, and is expected to be recognized over a weighted-average period of ~~2.15~~2.24 years.

~~17.~~14. Commitments and Contingencies

We were party to a lawsuit filed against North Carolina by an environmental advocacy group alleging that the issuance by the state of certain permits associated with our Brickhaven clay mine reclamation site exceeded the state’s power. In December 2020, the Company, the environmental advocacy group and the state settled, resolved and dismissed all matters. Before the settlement, all customer-related work at the Brickhaven site had been completed. The settlement allows for all completed work to remain unchanged. Per the settlement, the Company will not place any additional material at the site, will place a deed restriction requiring engineering oversight for the future development of the site and will continue groundwater monitoring at the site. In April 2021, the state approved the Company’s application to modify its permit to conform to the work as completed. The Company will continue its work with the state to complete the remaining site closure operations.

Allied Power Services, LLC and its affiliate, Allied Power Resources, LLC, were named in a collective action lawsuit filed in the U.S. District Court for the Northern District of Illinois, alleging violations of the Fair Labor Standards Act. This lawsuit included related class claims alleging violations of the Illinois Minimum Wage Law and the Pennsylvania Minimum Wage Act for failure to pay overtime. This case was one of a series filed against companies in the oil, gas and energy industries in Illinois and Texas. The parties mediated this case in November 2018 and reached a settlement. As part of the Allied Transaction, the Company assumed the remaining settlement liability. On July 15, 2020, the court granted final approval of the settlement, and the final settlement payment was made in April 2021.

~~In addition to the above matters, we are from~~From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. ~~With respect to~~For all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Although it is difficult to predict the ultimate outcome of these lawsuits, claims and proceedings, we do not believe that the ultimate disposition of any of these matters, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits.

We believe amounts previously recorded are sufficient to cover any liabilities arising from the proceedings with all outstanding legal claims. Except as reflected in such accruals, we are currently unable to estimate a range of reasonably possible loss or a range of reasonably possible loss in excess of the amount accrued for outstanding legal matters.

~~18.~~15. Income Taxes

The Company had income tax expense of $341 and $72 ~~and$0 f~~or for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$229~~$419 and $0$229 for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, due to current state income tax expense and adjustments to the valuation allowance on deferred tax assets.

The effective income tax rate for the three months ended June 30, ~~2021~~2022 was ~~27.6%~~23.0% without regard to the impact of the valuation allowance and includes the effect of state income taxes and nondeductible ~~items and benefits for non-controlling interests.~~items. The Company’s income is subject to a federal statutory rate of 21.0% and an estimated state statutory rate of ~~5.0%~~4.2% before considering the valuation allowance.

The Company evaluates its effective income tax rate at each interim period and adjusts it accordingly as facts and circumstances warrant. The determination of the annual estimated effective income tax rate at each interim period requires certain estimates and judgments

CHARAH SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements, continued

(in thousands, except per share data)

(Unaudited)

including, but not limited to, the expected operating income for the year, estimated permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information is obtained.

At June 30, ~~2021,~~2022, deferred tax liabilities, net of deferred tax assets, was ~~$597~~.$1,309. A valuation allowance has been recorded for the deferred tax assets as the Company has determined that it is not more likely than not that the tax benefits related to all the deferred tax assets

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

will be realized. The Company will continue to evaluate both the positive and negative evidence in determining the need for a valuation allowance on its deferred tax assets.

~~19.~~16. Loss Per Share

Basic loss per share is computed by dividing net loss attributable to the Company’s stockholders by the weighted-average number of shares outstanding during the period. Diluted loss per share reflects all potentially dilutive ordinary shares outstanding during the period and is computed by dividing net loss attributable to the Company’s stockholders by the weighted-average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities.

Basic and diluted loss per share is determined using the following information:


		Three months ended				Six Months Ended					Three months ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Numerator:	Numerator:									Numerator:
Loss from continuing operations, net of tax and non-controlling interest		$	(4,166)	$	(7,313)	$	(5,453)	$	(24,606)
Net loss attributable to Charah Solutions, Inc.										Net loss attributable to Charah Solutions, Inc.	$	(9,603)	$	(4,166)	$	(21,643)	$	(5,453)
Deemed and imputed dividends on Series A Preferred Stock	Deemed and imputed dividends on Series A Preferred Stock	(148)		(167)		(295)		(167)		Deemed and imputed dividends on Series A Preferred Stock	(150)		(148)		(299)		(295)
Series A Preferred Stock dividends	Series A Preferred Stock dividends	(2,148)		(858)		(4,215)		(969)		Series A Preferred Stock dividends	(1,571)		(2,148)		(3,661)		(4,215)
Net loss from continuing operations attributable to common stockholders		(6,462)		(8,338)		(9,963)		(25,742)
Net income from discontinued operations		0		3,777		0		6,820
Net loss attributable to common stockholders	Net loss attributable to common stockholders	$	(6,462)	$	(4,561)	$	(9,963)	$	(18,922)	Net loss attributable to common stockholders	$	(11,324)	$	(6,462)	$	(25,603)	$	(9,963)

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding	Weighted average shares outstanding	30,450		29,927		30,282		29,785		Weighted average shares outstanding	33,642		30,450		33,526		30,282
Dilutive share-based awards	Dilutive share-based awards	0		0		0		0		Dilutive share-based awards	—		—		—		—
Total weighted average shares outstanding, including dilutive shares	Total weighted average shares outstanding, including dilutive shares	30,450		29,927		30,282		29,785		Total weighted average shares outstanding, including dilutive shares	33,642		30,450		33,526		30,282

Net loss from continuing operations per common share
Basic		$	(0.21)	$	(0.28)	$	(0.33)	$	(0.86)
Diluted		$	(0.21)	$	(0.28)	$	(0.33)	$	(0.86)

Net income from discontinued operations per common share
Basic		$	0	$	0.13	$	0	$	0.23
Diluted		$	0	$	0.13	$	0	$	0.23

Net loss attributable to common stockholders per common share	Net loss attributable to common stockholders per common share									Net loss attributable to common stockholders per common share
Basic	Basic	$	(0.21)	$	(0.15)	$	(0.33)	$	(0.64)	Basic	$	(0.34)	$	(0.21)	$	(0.76)	$	(0.33)
Diluted	Diluted	$	(0.21)	$	(0.15)	$	(0.33)	$	(0.64)	Diluted	$	(0.34)	$	(0.21)	$	(0.76)	$	(0.33)

The holders of the Preferred Stock have ~~nonforfeitable~~non-forfeitable rights to common stock dividends or common stock dividend equivalents. Accordingly, the Preferred Stock qualifies as participating securities.

As a result of the net loss per share for the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares of ~~12,018~~14,159 and ~~10,884~~12,018 were excluded from the computation of the weighted-average shares for diluted net loss per share for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively and dilutive shares of ~~11,903~~13,640 and ~~6,947~~11,903 were excluded from the computation of the weighted-average shares for diluted net loss per share for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively.

~~CHARAH SOLUTIONS, INC.~~

~~Notes to Condensed Consolidated Financial Statements, continued~~

~~(in thousands, except per share data)~~

~~(Unaudited)~~

A summary of securities excluded from the computation of diluted earnings per share is presented below:

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Diluted earnings per share:
Anti-dilutive restricted and performance stock units 1,285 1,440 1,338 1,400
Anti-dilutive Series A Preferred Stock convertible into common stock 10,733 9,444 10,565 5,547
Potentially dilutive securities, excluded as anti-dilutive 12,018 10,884 11,903 6,947

~~20. Subsequent Event~~

On August 6, 2021, the Company executed a stock purchase agreement with a previously unrelated third party and issued 2,889 shares of common stock at $4.50 per share in a private placement for total proceeds of $13,000.


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2022	2021	2022	2021
Diluted earnings per share:
Anti-dilutive restricted and performance stock units	1,962	1,285	1,633	1,338
Anti-dilutive Series A Preferred Stock convertible into common stock	12,197	10,733	12,007	10,565
Potentially dilutive securities, excluded as anti-dilutive	14,159	12,018	13,640	11,903

2522

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

The following discussion and analysis should be read in conjunction with the historical financial statements and related notes included in Part I, “Item 1. Financial Statements” of this Quarterly Report. This discussion contains “forward‑looking statements” reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward‑looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, public health threats or outbreaks of communicable diseases, such as the ongoing novel coronavirus “COVID-19” pandemic and its impact on our business, customers, employees or customers' facilities, capital expenditures, economic and competitive conditions, and regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Quarterly Report. Please read “Cautionary Note Regarding Forward‑Looking Statements” included elsewhere in this Quarterly Report. Except as otherwise required by applicable law, we assume no obligation to update any of these forward‑looking statements.

Charah Solutions, Inc.

Charah Solutions, Inc. (together with its subsidiaries, “Charah Solutions,” the “Company,” “we,” “us” or “our”) was incorporated in Delaware in 2018 in connection with our initial public offering in June 2018 and, together with its predecessors, has been in business since 1987. Since our founding, we have continuously worked to anticipate our customers’ evolving environmental needs, increasing the number of services we provide through our embedded presence at their power generation facilities. Our multi-service platform allows customers to gain efficiencies from sourcing multiple required offerings from a single, trusted partner compared to service providers with a more limited scope.

Overview

We are a leading national service provider of mission-critical environmental services and byproduct ~~sales~~recycling to the power generation industry. We offer a suite of remediation and compliance services, byproduct services, raw material sales and ~~marketing, fossil services and environmental risk transfer ("ERT"~~Environmental Risk Transfer (“ERT”) services. We also design and implement solutions for complex environmental projects (such as coal ash pond closures) and facilitate coal ash recycling through byproduct ~~sales~~marketing and other beneficial use services. We believe we are a ~~partner-of-choice~~partner of choice for the power generation industry due to our quality, safety, domain experience, and compliance record, all of which are key criteria for our customers. In ~~2020,~~2021, we performed work at more than 40 coal-fired generation sites nationwide.

On November 19, 2020, the Company sold its Allied Power Holdings LLC (“Allied”) subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry to an affiliate of Bernhard Capital Partners Management, LP (“BCP”), the Company’s majority shareholder, in an all-cash deal for $40 million (the “Allied Transaction”) subject to customary adjustments for working capital and other adjustmentsWe operate as ~~set forth in the Purchase Agreement. The Company has presented Allied as discontinued operations in the accompanying unaudited condensed consolidated financial statements and related notes.~~

~~During the fourth quarter of 2020, we realigned our segment reporting into~~ a single operating segment, ~~to reflect~~reflecting the suite of end-to-end services we offer our utility partners and how our chief operating decision maker reviews consolidated financial information to evaluate results of operations, assess performance and allocate resources for these services. We provide the following services through our one segment: remediation and compliance services, byproduct services, raw material sales ~~fossil services~~ and ERT services. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, power generation customer initiatives or consumer expectations and standards. Byproduct ~~sales support~~services consist of recurring and mission-critical coal ash management and operations for coal-fired power generation facilities while also supporting both our power generation customers’ desire to recycle their recurring and legacy volumes of coal combustion residuals (“CCRs”), commonly known as coal ash, and our ultimate end customers’ need for high-quality, cost-effective supplemental cementitious materials (“SCMs”) that provide a sustainable, environmentally-friendly substitute for Portland cement in concrete. Our raw material ~~substitutes. Fossil services consist of fossil plant maintenance~~sales provide customers with the raw materials that are essential to their business while also providing the sourcing, logistics, and ~~daily onsite~~ management ~~of coal ash for coal-fired power generation facilities.~~needed to facilitate these raw material transactions around the globe. ERT services represent an innovative solution designed to meet ~~the~~coal fired plant energy providers’ evolving and increasingly complex ~~needs of utility customers.~~plant closure and environmental remediation needs. These customers need to retire and decommission older or underutilized assets while maximizing ~~their~~the assets value and improving the environment. Our ERT services manage the sites' environmental remediation requirements, benefiting the communities and lowering the ~~utility customers' cost.~~

On February 10, 2021, the Company purchased the Texas Municipal Power Agency’s Gibbons Creek Steam Electric Station and Reservoir’s related assets in Grimes County, Texas (“the Gibbons Creek Transaction”). The Company acquired the 6,166-acre area, including the closed power station, a 3,500-acre reservoir, dam and spillway and other property. As part of our ERT services, the Company will be responsible for the decommissioning of the coal ~~power~~fired plant ~~and as part of the acquisition, the Company will be assuming an asset retirement obligation for the site landfill and ash pond environmental remediation work.~~energy providers’ costs.

COVID-19 Update

The pandemic caused by a novel coronavirus (“COVID-19”) has impacted many aspects of our operations, directly and indirectly, including our employees, the services we provide at our customers’ power generation facilities, our suppliers and the overall ~~market for our products and services.~~market. We, along with our utility partners, have implemented the precautionary health and safety measures recommended by the Centers for Disease Control and Prevention (the “CDC”) in response to the COVID-19 pandemic ~~including, but not limited to: an employee health status questionnaire, taking daily temperatures, enhanced sanitation practices~~ and ~~cleaning surfaces throughout each shift,~~we follow current CDC guidelines and increasing the number of hand sanitizing stations. We have also implemented social distancing measures, such as staggering shift start and stop times and break times with additional break spaces to support social distancing as well as holding safety meetings outside of the site trailer. Furthermore, we have implemented work-from-home measures for the majority of office employees.recommendations. Understanding that the COVID-19 challenge is evolving, ~~based on new information and feedback,~~ we continue to monitor the situation and update our proactive measures in coordination with our ~~customers.~~

customers based on new information and feedback. We continue to work closely with our utility partners and concrete producer customers to meet their needs and monitor any potential slowdowns of byproduct ~~sales~~recycling and marketing services if there is decreased demand for construction materials. We have had no significant contracts canceled at this time. However, projections for power generation demand have been lowered, and there is the potential for decreased demand for our byproduct sales in the construction market as capital budgets are reduced and construction activity slows.

In light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, in April 2020, we implemented a series of preemptive cost-cutting and cost savings initiatives across the Company, including reducing employee compensation, cash-based retainers to our Board of Directors, hiring and discretionary spending including travel restrictions. Also, we implemented applicable benefits of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). In October 2020, we returned employee compensation and cash-based retainers to our Board of Directors to their pre-COVID-19 pandemic annual base levels. We may elect or need to take additional measures as the information available to us continues to develop, including measures concerning our employees, relationships with our third-party vendors, and our customers.

The COVID-19 pandemic presents potential new risks to the Company’s business. A sustained downturn may result in the carrying value of our long-lived assets exceeding their fair value, which may require us to recognize an impairment to those assets. Furthermore, delays in customer payments for our services may impact the collectability of our trade accounts receivable. The COVID-19 pandemic has causedbusiness, including logistical, supply chain and other challenges ~~and~~that may continue to affect demand for ~~our byproduct sales,~~services, which are driven by construction activity, and the timing of our remediation and compliance services projects, due to delays in new contract ~~awards.~~

~~The full extent to which the COVID-19 pandemic will impact our results is unknown~~awards and ~~evolving~~increasing costs and ~~will depend on future developments, which are highly uncertain~~declining availability for certain machinery and cannot be predicted. These include the severity, duration and spread of COVID-19, the efficacy and public acceptance of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus, which may prove resistant to currently approved vaccines, the success of actions taken by governments and health organizations to combat the disease and treat its effects, including additional remedial legislation, and the extent to which, and when, general economic and operating conditions recover. Accordingly, we cannot reasonably estimate any resulting financial impact at this time but such amounts may be material.equipment.

How We Evaluate Our Operations

We use a variety of financial and operational metrics to assess the performance of our operations, including:

•Revenue;

•Gross Profit;

•Operating Income;

•Adjusted EBITDA; and

•Adjusted EBITDA Margin.

Revenue

We analyze our revenue by comparing actual revenue to our internal projections for a given period and to prior periods to assess our performance. We believe that revenue is a meaningful indicator of the demand and pricing for our services.

Gross Profit

We analyze our gross profit, which we define as revenue less cost of sales, to measure our financial performance. We believe that gross profit is a meaningful metric because it provides insight on financial performance of our revenue streams without consideration of company overhead. When analyzing gross profit, we compare actual gross profit to our internal projections for a given period and to prior periods to assess our performance.

Operating Income

We analyze our operating income, which we define as revenue less cost of sales and general and administrative expenses, to measure our financial performance. We believe that operating income is a meaningful metric because it provides insight on profitability and true operating performance based on the historical cost basis of our assets. Additionally, due to the nature of the accounting requirements relating to our ERT services, the gains from the sales of fixed assets and the costs associated with ERT fixed asset sales are recorded as a component of operating income. When analyzing operating income, we compare actual operating income to our internal projections for a given period and to prior periods to assess our performance.

Adjusted EBITDA and Adjusted EBITDA Margin

We view Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures, as important indicators of performance because they allow for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure.

We define Adjusted EBITDA as net loss attributable to Charah Solutions, Inc. before income from discontinued operations, net of tax, interest expense, net, loss on extinguishment of debt, ~~impairment expense, interest expense, net,~~ income taxes, depreciation and amortization, equity-based compensation, impairment expense (including inventory reserves), gain on change in contingent payment liability and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue. See “—Non-GAAP Financial Measures” below for more information and a reconciliation of Adjusted EBITDA to net loss attributable to Charah Solutions, Inc., the most directly comparable financial measure calculated and presented in accordance with GAAP.

Key Factors Affecting Our Business and Financial Statements

Ability to Capture New Contracts and Opportunities

Our ability to grow revenue and earnings is dependent on maintaining and increasing our market share, renewing existing contracts, and obtaining additional contracts from proactive bidding on contracts with new and existing customers. We proactively work with existing customers ahead of contract end dates to attempt to secure contract renewals. We also leverage the embedded long-term nature of our customer relationships to obtain insight and capture new business opportunities across our platform.

Seasonality of Business

Based on historical trends, we expect our operating results to vary seasonally. Variations in normal weather patterns can also cause changes in energy consumption which may influence the demand and timing of associated services for our ~~fossil~~byproduct services offerings. Our byproduct services and raw material sales are also negatively affected during winter months when the use of cement and cement products is generally lower. Inclement weather can impact construction-related activities associated with pond and landfill remediation, which affects the timing of revenue generation for our remediation and compliance services. Inclement weather can also impact decommissioning and demolition, land redevelopment and scrap sales activities, which affects the timing of income generation for our ERT services. Our byproduct sales are also negatively affected during winter months when the use of cement and cement products is generally lower.

Project-Based Nature of Environmental Remediation Mandates

We believe there is a significant pipeline of coal ash ponds and landfills that will require remediation and/or closure in the future. Due to their scale and complexity, these environmental remediation projects are typically completed over longer periods. As a result, our revenue from these projects can fluctuate over time. Some of our revenue from projects is recognized over time using the cost-to-cost input method of accounting for GAAP purposes, based primarily on contract costs incurred to date compared to total estimated contract costs. This method is the most accurate measure of our contract performance because it depicts the company’s performance in transferring control of goods or services promised to customers according to a reasonable measure of progress toward complete satisfaction of the performance obligation. The timing of revenue recorded for financial reporting purposes may differ from actual billings to customers, sometimes resulting in costs and billings in excess of actual revenue. Because of the risks in estimating gross profit margins for long-term jobs, actual results may differ from these estimates.

Byproduct Recycling Market Dynamics

There is a growing demand for recycled coal ash across various applications driven by market forces and governmental regulations, creating the need to dispose of coal ash in an environmentally sensitive manner. Pricing of byproduct services and raw material sales is are

driven by supply and demand market dynamics as well as the chemical and physical properties of the ash. As demand increases for the end-products that use ~~CCRs’~~CCRs (i.e., concrete for construction and infrastructure projects), the demand for recycled coal ash also typically rises. These fluctuations affect the relative demand for our ~~byproduct~~raw material sales. In recessionary periods, construction and infrastructure spending and the corresponding need for concrete may decline. However, this unfavorable effect may be partially offset by an increase in the demand for recycled coal ash during recessionary periods, given that coal ash is more cost-effective than other alternatives.

Power Generation Industry Spend on Environmental Liability Management and Regulatory Requirements

The power generation industry has increased annual spending on environmental liability management. We believe this results from regulatory requirements, ~~and~~ consumer pressure and the industry’s increasing focus on environmental stewardship. Continued increases in spending on environmental liability management by our customers should result in increased demand for services across our platform.

Many power generation entities are experiencing an increased need to retire and decommission older or less economically viable generating assets while minimizing costs, ~~and~~ maximizing the value of the assets and improving the environment. Our ERT services allow these partners to remove the environmental risk and insurance obligations and place control and oversight with a company specializing in these complex remediation and reclamation projects. We believe our broad set of service capabilities, track record of quality service and safety, exacting environmental standards, and a dependable and experienced labor force is a significant competitive advantage. Our work, mission and culture are directly aligned with meeting environmental, sustainability, and governance (“ESG”) standards and providing innovative services to solve our ~~utility customers’~~coal fired plant energy providers’ most complex environmental challenges.

In March 2021, we issued our inaugural ESG Report to showcase our Company’s significant milestones in fulfilling our ESG commitments and sustainably preserving our natural resources for the betterment of our planet, our communities, and our customers. As a leading provider of mission critical environmental services and byproduct sales to the power generation industry for over 30 years, Charah Solutions is dedicated to preserving natural resources in an environmentally-conscious manner. We believe that we are an industry leader in quality, safety, and compliance, and we are committed to reducing greenhouse gas emissions and preserving our environment for a cleaner energy future.

Cost Management and Capital Investment Efficiency

Our principal operating costs consist of labor, material and equipment costs and equipment maintenance. We focus on cost management and efficiency, including monitoring labor costs, both in terms of wage rates and headcount, along with other costs such as materials and equipment. We believe we maintain a disciplined approach to capital expenditure decisions, typically associated with specific contract requirements. Furthermore, we strive to extend our equipment's useful life through a well-planned routine maintenance program.

How We Generate Revenue

Our remediation and compliance services primarily consist of designing, constructing, managing, remediating and closing ash

ponds and landfills on customer-owned sites.

Our byproduct ~~sales offerings~~services include recycling recurring and contracted volumes of coal-fired power generation waste byproducts, such as fly ash, bottom ash, ~~fly ash~~IGCC slag and gypsum ~~byproduct,~~byproducts, each of which can be used for various industrial purposes. Byproduct services also include the management of coal ash which is mission-critical to power plants’ daily operations including silo management, on-site ash transportation and capture, and disposal of combustion byproducts from coal-power operations. More than 90% of our services work is time and materials based, cost reimbursable or unit price contracts, which significantly reduces the risk of loss on contracts and provides gross margin visibility. Revenue from management contracts is recognized when the ash is hauled to the landfill or the management services are provided. Revenue from the sale of ash is recognized when it is delivered to the customer. Revenue from construction contracts is recognized using the cost-to-cost input method.

Our ~~fossil services offerings focus on recurring~~raw material sales provide customers with the raw materials essential to their business while also providing the sourcing, logistics, and ~~daily onsite~~ management ~~for coal-fired power generation facilities~~needed to ~~fulfill our customers' environmental service needs in handling their waste byproducts. Over~~facilitate these raw material transactions around the ~~last five years, our renewal rate for fossil services~~globe.

Revenue from construction contracts ~~has been approximately 90%. Coal~~is recognized using the cost-to-cost input method. Revenue from management contracts is recognized when the ash ~~management~~ is ~~mission-critical~~hauled to the ~~power plants' daily operations as they generally only have on-site storage capacity for three to four days of CCR waste accumulation. These~~landfill or the management services ~~include silo management, on-site ash transportation, landfill management, and capture and disposal~~are provided. Revenue from the sale of ash ~~byproducts from coal power operations.~~is recognized when it is delivered to the customer. This combination of one-stop related services deepens customer connectivity and drives long-term relationships, which we believe are critical for renewing existing contracts, winning incremental business from existing customers at new sites and adding new customers.

Results of Operations

Three Months Ended June 30, ~~2021~~2022 Compared to Three Months Ended June 30, ~~2020~~2021

Three Months Ended
June 30, Change
2021 2020 $ %
(dollars in thousands)
Revenue $ 63,518 $ 52,304 $ 11,214 21.4 %
Cost of sales (56,598) (47,098) (9,500) 20.2 %
Gross profit 6,920 5,206 1,714 32.9 %
General and administrative expenses (9,379) (8,657) (722) 8.3 %
Gains on sales of property and equipment, net 2,696 — 2,696 100.0 %
Other operating expenses from ERT services (1,007) — (1,007) 100.0 %
Operating loss (770) (3,451) 2,681 77.7 %
Interest expense, net (3,314) (4,055) 741 18.3 %
(Loss) income from equity method investment (11) 326 (337) 103.4 %
Loss from continuing operations before income taxes (4,095) (7,180) 3,085 (43.0) %
Income tax expense 72 — 72 100.0 %
Net loss from continuing operations, net of tax (4,167) (7,180) 3,013 (42.0) %
Income from discontinued operations, net of tax — 3,777 (3,777) (100.0) %
Net loss (4,167) (3,403) (764) (22.5) %
Less (loss) income attributable to non-controlling interest (1) 133 (134) 100.8 %
Net loss attributable to Charah Solutions, Inc. $ (4,166) $ (3,536) (630) (17.8) %
Amounts attributable to Charah Solutions, Inc.
Loss from continuing operations, net of tax and non-controlling interest $ (4,166) $ (7,313) 3,147 43.0 %
Deemed and imputed dividends on Series A Preferred Stock (148) (167) 19 11.4 %
Series A Preferred Stock dividends (2,148) (858) (1,290) (150.3) %
Net loss from continuing operations attributable to common stockholders (6,462) (8,338) 1,876 22.5 %
Income from discontinued operations, net of tax — 3,777 (3,777) 100.0 %
Net loss attributable to common stockholders $ (6,462) $ (4,561) (1,901) (41.7) %


	Three Months Ended
	June 30,				Change
	2022		2021		$		%
	(dollars in thousands)
Revenue	$	77,110	$	63,518	$	13,592	21.4	%
Cost of sales	(74,436)		(56,598)		(17,838)		31.5	%
Gross profit	2,674		6,920		(4,246)		(61.4)	%
General and administrative expenses	(9,238)		(9,379)		141		(1.5)	%

Gains on sales of real estate, property and equipment, net	2,798		2,696		102		3.8	%
Gain on ARO settlement	1,557		—		1,557		100.0	%
Other operating expenses from ERT services	(2,586)		(1,007)		(1,579)		156.8	%
Operating income	(4,795)		(770)		(4,025)		(522.7)	%
Interest expense, net	(4,467)		(3,314)		(1,153)		(34.8)	%
Loss from equity method investment	—		(11)		11		(100.0)	%
Loss before income taxes	(9,262)		(4,095)		(5,167)		126.2	%
Income tax expense	341		72		269		373.6	%
Net loss	(9,603)		(4,167)		(5,436)		(130.5)	%
Less loss attributable to non-controlling interest	—		(1)		1		100.0	%
Net loss attributable to Charah Solutions, Inc.	$	(9,603)	$	(4,166)	(5,437)		(130.5)	%

Revenue. Revenue increased ~~$11.2~~$13.6 million, or 21.4%, to $77.1 million for the three months ended June 30, 2022 as compared to $63.5 million for the three months ended June 30, 2021, primarily driven by increases in raw material sales of $5.2 million resulting from an increase in shipments, byproduct services revenue of $4.0 million resulting from the net commencement of new project work and increased ash production and remediation and compliance services revenue of $4.4 million from the net commencements of new project work and a full quarter impact of certain projects that began during the three months ended June 30, 2021.

Gross Profit. Gross profit decreased $4.2 million, or 61.4%, to ~~$63.5 million as compared to $52.3~~$2.7 million for the three months ended June 30, ~~2020, primarily driven by an increase in remediation~~2022 as compared to $6.9 million for the three months ended June 30, 2021. As a percentage of revenue, gross profit was 3.5% and ~~compliance services revenue from~~10.9% for the ~~commencement of new project work, partially offset by a~~three months ended June 30, 2022 and 2021, respectively. The decrease in ~~byproduct sales due to an increase~~gross profit and gross profit margin was directly affected by several factors, most notably supply chain and logistics issues, which impacted the expected ramp of two long-term beneficial use projects, and increased costs associated with the completion and demobilization of three construction projects during the quarter, resulting in ~~shipping rates, the dissolution of our joint venture in Ash Venture LLC~~cost overruns. The construction projects were originally scheduled for completion in the ~~second quarter~~Fall of ~~2021~~2021. The Company has now demobilized at the largest of these projects and expects to complete the remaining two projects during the third quarter. Delays in receiving material and obtaining necessary rail and trucking resources resulted in a ~~decrease in fossil services revenue due~~delay to the start of one large beneficial use project ~~completions.~~and have pushed the expected ramp of the second. The Company continues to work closely with its customers on contract adjustments and billing milestones to provide recovery of certain costs incurred to date as well as improved contract profitability and cash flow related to the start-up and logistical challenges experienced on our long-term beneficial use projects.

~~Gross Profit~~General and Administrative Expen. ses.~~Gross profit increased $1.7~~General and administrative expenses decreased $0.1 million, or ~~32.9%~~1.5%, to $9.2 million for the three months ended June 30, 2022 as compared to $9.4 million for the three months ended June 30, 2021, to $6.9 million as compared to $5.2 million for the three months ended June 30, 2020, primarily driven by an increase in gross profit from our remediation and compliance services from the commencement of new project work and a better gross profit margin on our byproduct sales during the three months ended June 30, 2021, partially offset by a decrease in gross profit due to the dissolution of our joint venture in Ash Venture LLC in the second quarter of 2021 and a decrease in gross profit on our fossil services due to project completions. As a percentage of revenue, gross profit was 10.9% and 10.0% for the three months ended June 30, 2021 and 2020, respectively.

~~General and Administrative Expenses~~. ~~General and administrative expenses increased $0.7 million, or 8.3%, for the three months ended June 30, 2021 to $9.4 million as compared to $8.7 million for the three months ended June 30, 2020,~~ primarily attributable to ~~certain temporary cost-cutting measures implemented~~the continued emphasis on corporate expense management through cost containment across corporate departments and delays in ~~April 2020 in response to the COVID-19 pandemic that returned to pre-COVID levels in October 2020.~~positions being backfilled.

Gains on Sales of Real Estate, Property and Equipment, Net. Gains on sales of real estate, property and equipment, net increased $0.1 million, or 3.8%, to $2.8 million for the three months ended June 30, 2022 as compared to $2.7 million for the three months ended June 30, 2021, primarily due to increased scrap sales from the ~~commencement~~demolition of ~~operations on~~ the Gibbons Creek ~~ERT project~~power plant.

Gain on ARO settlement. Gain on ARO settlement increased $1.6 million for the three months ended June 30, 2022 due to differences between the estimated costs used in ~~2021~~the measurement of the fair value of the Company's AROs and the ~~completion of an asset purchase agreement with~~actual costs incurred for specific remediation tasks recognized on a ~~third-party for the sale of certain grinding-related assets.~~proportionate basis.

Other Operating Expenses from ERT Services. Other operating expenses from ERT services increased $1.6 million, or 156.8%, to $2.6 million for the three months ended June 30, 2022 as compared to $1.0 million for the three months ended June 30, 2021, ~~due to~~primarily driven by increased project management-related expenses ~~associated with the commencement~~recognized for achievement of ~~operations~~certain projects-related milestones and profitability levels on the Gibbons Creek ERT project in ~~2021.~~2022.

Interest Expense, Net. Interest expense, net ~~decreased $0.7~~increased $1.2 million, or ~~18.3%~~34.8%, ~~for the three months ended June 30, 2021~~ to ~~$3.3 million as compared to $4.1~~$4.5 million for the three months ended June 30, ~~2020. The decrease was primarily attributable to lower debt balances during the three months ended June 30, 2021~~2022 as compared to ~~the three months ended June 30, 2020.~~

~~(Loss) Income from Equity Method Investment.~~ ~~(Loss) income from equity method investment decreased $0.3~~$3.3 million for the three months ended June 30, 2021, ~~as compared to the three months ended June 30, 2020,~~ primarily due to ~~the dissolution~~a higher weighted-average cost of ~~our joint venture~~capital associated with equipment financing and an increase in ~~CV Ash in the first quarter~~amortization of ~~2021.~~debt issuance costs.

Income Tax Expense. Income tax expense increased $0.3 million, or 373.6%, for the three months ended June 30, 2022 to $0.3 million as compared to $0.1 million for the three months ended June 30, 2021, ~~as compared to the three months ended June 30, 2020,~~ primarily due to limitations of the utilization of deferred tax assets against the reversal of deferred tax liabilities.

~~Income from Discontinued Operations,~~ Net ~~of Tax~~Loss. ~~Income from discontinued operations, net of tax decreased $3.8~~Net loss increased $5.4 million, or 130.5%, to $9.6 million for the three months ended June 30, ~~2021~~2022 as compared to ~~the three months ended June 30, 2020, due to the Company's sale of its Allied subsidiary in November 2020.~~

~~Net Loss~~.~~Net loss increased $0.8 million, or 22.5%, for the three months ended June 30, 2021 to~~ $4.2 ~~million as compared to $3.4~~ million for the three months ended June 30, ~~2020.~~2021.

Six Months Ended June 30, ~~2021~~2022 Compared to Six Months Ended June 30, ~~2020~~2021

Six Months Ended
June 30, Change
2021 2020 $ %
(dollars in thousands)
Revenue $ 115,625 $ 103,581 $ 12,044 11.6 %
Cost of sales (103,120) (93,480) (9,640) 10.3 %
Gross profit 12,505 10,101 2,404 23.8 %
General and administrative expenses (18,811) (19,325) 514 (2.7) %
Gain on sales-type lease 5,568 — 5,568 100.0 %
Gains on sales of property and equipment, net 3,243 — 3,243 100.0 %
Other operating expenses from ERT services (1,297) — (1,297) 100.0 %
Operating (loss) income 1,208 (9,224) 10,432 113.1 %
Interest expense, net (6,549) (6,914) 365 5.3 %
Loss on extinguishment of debt — (8,603) 8,603 (100.0) %
Income from equity method investment 191 622 (431) 69.3 %
Loss from continuing operations before income taxes (5,150) (24,119) 18,969 (78.6) %
Income tax expense 229 — 229 100.0 %
Net loss from continuing operations, net of tax (5,379) (24,119) 18,740 (77.7) %
Income from discontinued operations, net of tax — 6,820 (6,820) (100.0) %
Net loss (5,379) (17,299) 11,920 68.9 %
Less income attributable to non-controlling interest 74 487 (413) 84.8 %
Net loss attributable to Charah Solutions, Inc. $ (5,453) $ (17,786) 12,333 69.3 %
Amounts attributable to Charah Solutions, Inc.
Loss from continuing operations, net of tax and non-controlling interest $ (5,453) $ (24,606) 19,153 77.8 %
Deemed and imputed dividends on Series A Preferred Stock (295) (167) (128) (76.6) %
Series A Preferred Stock dividends (4,215) (969) (3,246) (335.0) %
Net loss from continuing operations attributable to common stockholders (9,963) (25,742) 15,779 61.3 %
Income from discontinued operations, net of tax — 6,820 (6,820) 100.0 %
Net loss attributable to common stockholders $ (9,963) $ (18,922) 8,959 47.3 %


	Six Months Ended
	June 30,				Change
	2022		2021		$		%
	(dollars in thousands)
Revenue	$	143,161	$	115,625	$	27,536	23.8	%
Cost of sales	(144,254)		(103,120)		(41,134)		39.9	%
Gross profit	(1,093)		12,505		(13,598)		(108.7)	%
General and administrative expenses	(18,190)		(18,811)		621		(3.3)	%
Gain on sales-type lease	—		5,568		(5,568)		(100.0)	%
Gains on sales of real estate, property and equipment, net	6,341		3,243		3,098		95.5	%
Gain on ARO settlement	4,008		—		4,008		100.0	%
Other operating expenses from ERT services	(3,253)		(1,297)		(1,956)		150.8	%
Operating (loss) income	(12,187)		1,208		(13,395)		1,108.9	%
Interest expense, net	(9,040)		(6,549)		(2,491)		(38.0)	%
Income from equity method investment	—		191		(191)		(100.0)	%
Loss before income taxes	(21,227)		(5,150)		(16,077)		312.2	%
Income tax expense	419		229		190		83.0	%
Net loss	(21,646)		(5,379)		(16,267)		(302.4)	%
Less (loss) income attributable to non-controlling interest	(3)		74		(77)		104.1	%
Net loss attributable to Charah Solutions, Inc.	$	(21,643)	$	(5,453)	(16,190)		(296.9)	%

Revenue. Revenue increased ~~$12.0~~$27.5 million, or ~~11.6%~~23.8%, to $143.2 million for the six months ended June 30, 2022 as compared to $115.6 million for the six months ended June 30, 2021, ~~to $115.6 million as compared to $103.6 million for the six months ended June 30, 2020,~~ primarily driven by ~~an increase~~increases in remediation and compliance services revenue of $15.3 million from the ~~commencement~~net commencements of new project work, ~~partially offset by a decrease~~ in ~~byproduct~~raw material sales ~~due to lower plant production that we believe was due to lower demand as a result~~ of ~~the COVID-19 pandemic,~~$10.7 million from an increase in ~~shipping rates, the dissolution of our joint venture in Ash Venture LLC in the second quarter of 2021~~shipments and ~~a decrease in fossil~~byproduct services revenue ~~due to project completions.~~of $1.6 million from an increase in production.

Gross Profit. Gross profit ~~increased $2.4~~decreased $13.6 million, or ~~23.8%~~108.7%, to a loss of $1.1 million for the six months ended June 30, 2022 as compared to a profit of $12.5 million for the six months ended June 30, 2021. As a percentage of revenue, gross profit was (0.8)% and 10.8% for the six months ended June 30, 2022 and 2021, respectively. The decrease in gross profit and gross profit margin was directly affected by several factors, most notably supply chain and logistics issues, which impacted the expected ramp of two long-term beneficial use projects, and significant weather challenges, which delayed the completion of three projects during the quarter, resulting in cost overruns. Additionally, significant rain events at three construction projects extended the final completion dates for those projects and resulted in cost overruns. These projects were originally scheduled for completion in the Fall of 2021. The Company has now demobilized at the largest of these projects and expects to complete the remaining two projects during the third quarter. Delays in receiving material and obtaining necessary rail and trucking resources resulted in a delay to the start of one large beneficial use project and have pushed the expected ramp of the second. The Company is taking steps to address these issues, and it is not expected that the long-term profitability of the projects will be materially impacted.

General and Administrative Expenses.General and administrative expenses decreased $0.6 million, or 3.3%, for the six months ended June 30, ~~2021~~2022 to ~~$12.5~~$18.2 million as compared to ~~$10.1~~$18.8 million for the six months ended June 30, 2020, primarily driven by an increase in gross profit from our remediation and compliance services from the commencement of new project work, partially offset by a decrease in gross profit on byproduct sales due to the dissolution of our joint venture in Ash Venture LLC in the second quarter of 2021, and a decrease in gross profit on our fossil services due to project completions. As a percentage of revenue, gross profit was 10.8% and 9.8% for the six months ended June 30, 2021 and 2020, respectively.

~~General and Administrative Expenses~~. ~~General and administrative expenses decreased $0.5 million, or 2.7%, for the six months ended June 30, 2021 to $18.8 million as compared to $19.3 million for the six months ended June 30, 2020,~~ primarily attributable to reductions in staff and other temporary cost-cutting measures implemented in April 2020 in response to the COVID-19 pandemic and a decrease in equity-based compensation of $0.3 million, partially offset by an increase in transaction-related expenses and other items of $0.6 million.improved expense management.

Gain on ~~Sales-type Lease.~~ sales-type lease.Gain on sales-type lease ~~increased~~decreased $5.6 million for the six months ended June 30, ~~2021~~2022 due to the absence of the recognition of ~~the~~a parcel transferred under a sales-type lease at an ERT project as discussed in Note 7,5, Balance Sheet Items, to the accompanying unaudited condensed consolidated financial statements.

Gains on Sales of Real Estate, Property and Equipment, Net. Gains on sales of real estate, property and equipment, net increased $3.1 million, or 95.5%, to $6.3 million for the six months ended June 30, 2022 as compared to $3.2 million for the six months ended June 30, 2021, primarily due to increased scrap sales from the ~~commencement~~demolition of ~~operations on~~ the Gibbons Creek ~~ERT project~~power plant.

Gain on ARO settlement. Gain on ARO settlement increased $4.0 million for the six months ended June 30, 2022 due to differences between the estimated costs used in ~~2021~~the measurement of the fair value of the Company's AROs and the ~~completion of an asset purchase agreement with~~actual costs incurred for specific remediation tasks recognized on a ~~third-party for the sale of certain grinding-related assets.~~proportionate basis.

Other Operating Expenses from ERT Services. Other operating expenses from ERT services increased $2.0 million, or 150.8%, to $3.3 million for the six months ended June 30, 2022 as compared to $1.3 million for the ~~three~~six months ended June 30, 2021, ~~due to~~primarily driven by

increased project management-related expenses recognized for achievement of certain projects-related milestones and profitability levels on the Gibbons Creek ERT project and a full six months of expenses associated with ~~the commencement of~~ operations on the Gibbons Creek ERT project in ~~2021.~~2022.

Interest Expense, Net. Interest expense, net ~~decreased $0.4~~increased $2.5 million, or ~~5.3%~~38.0%, ~~for the six months ended June 30, 2021~~ to ~~$6.5 million as compared to $6.9~~$9.0 million for the six months ended June 30, ~~2020. The increase was primarily attributable~~2022 as compared to lower debt balances and an increase in the non-cash mark-to-market gain associated with the change in value of our interest rate swap, partially offset by an increase in paid in-kind interest related to the amendments to the Credit Facility as discussed below “—Liquidity and Capital Resources—Our Debt Agreements—Existing Credit Facility.”

~~Loss on Extinguishment of Debt. Loss on extinguishment of debt decreased $8.6~~$6.5 million for the six months ended June 30, 2021, primarily due to ~~the absence~~a higher weighted-average cost of ~~expenses incurred as a result~~capital associated with equipment financing and an increase in amortization of the Company’s Amendment No. 3 to Credit Agreement (the “Third Amendment”) of our existing Credit Facility for the six months ended June 30, 2020 as discussed below in “—Liquidity and Capital Resources—Our Debt Agreements—Existing Credit Facility.” The Company expensed $5.2 million in amendment fees and wrote off $3.4 million in previously capitalized debt issuance ~~costs as a result of the Third Amendment during the six months ended June 30, 2020.~~costs.

Income from Equity Method Investment. Income from equity method investment decreased ~~$0.4 million, or 69.3%, for the six months ended June 30, 2021 to~~ $0.2 ~~million as compared to $0.6~~ million for the six months ended June 30, ~~2020, primarily~~2022 due to the dissolution of our joint venture in CV Ash in the first quarter of 2021.

Income Tax Expense. Income tax expense increased $0.2 million, or 83.0%, for the six months ended June 30, 2022 to $0.4 million as compared to $0.2 million for the six months ended June 30, 2021, ~~as compared to the six months ended June 30, 2020,~~ primarily due to limitations of the utilization of deferred tax assets against the reversal of deferred tax liabilities.

~~Income from Discontinued Operations,~~ Net ~~of Tax~~Loss. ~~Income from discontinued operations, net of tax decreased $6.8~~Net loss increased $16.3 million, or (302.4)%, to $21.6 million for the six months ended June 30, ~~2021~~2022 as compared to ~~the six months ended June 30, 2020, primarily due to the Company's sale of its Allied subsidiary in November 2020.~~

~~Net Loss~~.~~Net loss decreased $11.9 million, or 68.9%, for the six months ended June 30, 2021 to~~ $5.4 ~~million as compared to $17.3~~ million for the six months ended June 30, ~~2020.~~ 2021.

Condensed Consolidated Balance Sheets

The following table is a summary of our overall financial position:


		June 30, 2021		December 31, 2020		Change			June 30, 2022		December 31, 2021		Change
		(in thousands)							(in thousands)
Total assets	Total assets	$	329,849	$	280,960	$	48,889	Total assets	$	378,634	$	344,107	$	34,527
Total liabilities	Total liabilities	287,960		233,221		54,739		Total liabilities	342,691		287,778		54,913
Mezzanine equity	Mezzanine equity	31,141		27,423		3,718		Mezzanine equity	39,915		35,532		4,383
Total equity	Total equity	10,748		20,316		(9,568)		Total equity	(3,972)		20,797		(24,769)

Assets

Total assets increased ~~$48.9~~$34.5 million, driven primarily ~~by $55.2~~by:

▪$32.7 million in ~~assets~~real estate, property and equipment additions, net acquired ~~as part of~~in the Gibbons Creek Transaction discussed in Note 5, Asset Acquisition, to the accompanying unaudited condensed consolidated financial statements, an increase in restricted cash of $8.7 million related to a specific remediationAvon Lake and compliance project, and a lease receivable of $6.0 million resulting from the sales-type lease discussed in Note 7, Balance Sheet Items, to the accompanying unaudited condensed consolidated financial statements. These increases were partially offset by depreciation and amortization expense of $12.3 million and the cash payments of $7.4 million for the working capital adjustment and other items for the Allied Transaction.

~~Liabilities~~

~~Total liabilities increased $54.7 million driven by the~~Cheswick asset retirement obligations acquired of $50.6 million as part of the Gibbons Creek Transaction discussed in Note 5, Asset Acquisition, to the accompanying unaudited condensed consolidated financial statements, and an increase of $19.8 million in contract liabilities from billings in excess of costs and estimated earnings associated with billingspurchase agreements during the six months ended June 30, ~~2021 for~~2022;

▪$12.4 million in real estate, property and equipment additions, net of disposals, primarily driven by new capital leases of yellow-iron equipment entered into during the six months ended June 30, 2022; and

▪$6.8 million in increases in costs in excess of billings primarily driven by a ~~specific remediation~~build-up of costs on certain construction projects until project billing milestones are achieved.

These decreases were partially offset by:

▪$1.5 million in decreases of cash and ~~compliance project~~restricted cash due to $36.9 million of cash used in operating activities, $43.5 million of cash provided by investing activities and ~~other~~$8.1 million of cash used in financing activities;

▪$9.4 million in property and equipment depreciation expense during the six months ended June 30, 2022; and

▪$3.9 million in intangible asset amortization expense during the six months ended June 30, 2022.

Liabilities

Total liabilities increased $54.9 million, primarily driven by:

▪$41.3 million in increases of current and non-current asset retirement obligations (“AROs”) resulting from the AROs acquired of $64.5 million as part of the Avon Lake and Cheswick Transactions discussed in Note 3, Asset Acquisitions, partially offset by settlements of AROs of $19.9 million and gains on AROs settlements of $4.0 million recognized during the six months ended June 30, 2022;

▪$13.9 million in new ~~projects.~~ capital lease obligations entered into during the six months ended June 30, 2022.

These increases were partially offset ~~by $7.4~~by:

▪$4.0 million ~~for the~~in principal payments ~~of the working~~on capital adjustment and other items for the Allied Transaction, and $3.8 million for the payment of accrued bonuses and $3.5 million for the payment of certain liabilities assumed through the Allied Transaction.lease obligations.

Mezzanine Equity

Total mezzanine equity increased ~~$3.7~~$4.4 million related to the paid in-kind dividends and accretion associated with the Preferred ~~Stock Offering.~~Stock.

Equity

Total equity decreased ~~$9.6~~$24.8 million, primarily driven ~~primarily~~ by the ~~$5.4~~$21.6 million net loss ~~$4.5~~and $4.0 million in paid in-kind and deemed dividends associated with our Preferred Stock, ~~and $0.5 million in taxes paid related to the net settlement of shares,~~ partially offset by ~~$1.0~~$1.5 million inof share-based compensation.

3228

Liquidity and Capital Resources

Our primary ongoing sources of liquidity and capital resources are cash on the balance sheet, cash flows generated by operating activities, ~~and~~ borrowings under the ~~Credit Facility.~~Notes, proceeds from the issuance of common stock and availability under our asset-based lending credit agreement. Due to longer sales cycles, driven by the increase in the size, scope and complexity of remediation and compliance projects that we are bidding on, we have experienced contract initiation delays and project completion delays that have adversely affected our revenue and overall liquidity. Our lengthy and complex projects require us to expend large sums of working capital, and delays in payment receipts, project commencement or project completion can adversely affect our financial position and the cash flows that typically fund our expenditures.

Several factors impacted the Company's financial results and cash flows during the three and six months ended June 30, 2022, which included (i) increased costs associated with the completion and demobilization of three legacy projects (two of these projects have now been completed and the third is substantially complete), (ii) supply chain and logistics issues, which impacted the expected ramp of two long-term beneficial use projects, and (iii) an increase in contract assets, primarily due to an increase in net costs and estimated earnings in excess of billings, resulting from the status of achievement of certain contract billing milestones. To mitigate the issues related to the large beneficial use projects and the increase in contract assets, the Company continues to work closely with customers on contract adjustments and billing milestones that we expect will provide recovery of certain costs incurred to-date and improve contractual profitability and cash flow during the second half of the year and throughout the remaining contract period.

As of June 30, ~~2021,~~2022, we had ~~total liquidity of $37.9 million, comprised of $18.1~~$7.1 million of cash on hand and ~~$19.8~~borrowing capacity under our Credit Agreement (as defined elsewhere herein) of $17.0 million, ~~availability~~for total liquidity of $24.1 million. Charah Solutions had no borrowings outstanding under the ~~Revolving Loan.~~Credit Agreement as of June 30, 2022, and the springing financial covenant was not in effect.

On August 15, 2022, the Company entered into Amendment No. 1 to the Credit Agreement (the “Credit Agreement Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein. The Credit Agreement Amendment, among other things, permitted the Company (and certain of its subsidiaries) to execute the Term Loan Agreement and guarantee the Term Loan Agreement borrower’s obligations under the Term Loan Agreement (as defined elsewhere herein). Additionally, the Credit Agreement Amendment permits the Company to include certain gains on ARO settlements and cash received for deferred gains from ERT projects in the calculation of the Company’s fixed charge coverage ratio under the Credit Agreement's financial covenant. As of June 30, ~~2021,~~2022, after taking into account the terms of the Credit Agreement Amendment, the Company would have met the financial covenant had it been in effect.

As of August 19, 2022, based on the undrawn letters of credit utilization of $10.7 million, borrowings of $9.5 million under the Credit Agreement and applicable financial covenant requirements, springing covenants would become applicable if the Company were to borrow additional amounts in excess of approximately $1.8 million under the Credit Agreement.

On August 15, 2022, the Company, through its GCERG subsidiary (the “Term Loan Borrower”), entered into a term loan agreement (the “Term Loan Agreement”) with Charah Preferred Stock Aggregator, LP, an affiliate of Bernhard Capital Partners Management, LP (“BCP”). As a result of unexpected operating losses, an increase in contract assets and accelerated cash outflows for remediation activities on an ERT project that led to a decrease in cash during the six months ended June 30, 2022, the Company sought additional financing options to fund ongoing operations and project level investment. The Term Loan Agreement was executed to provide additional liquidity for the Company and accelerate the timing of the Company's cash flows for anticipated sales of the GCERG real estate parcels. The Term Loan Agreement provides for a delayed-draw term loan in an aggregate principal amount of $20.0 million. Borrowings can be requested at any date before October 24, 2022. The Term Loan Agreement is scheduled to mature on the earlier of the sale of the remaining GCERG real estate parcels or April 15, 2024. Borrowings under the Term Loan Agreement accrue interest at a percentage per annum equal to 12.0%, with interest payments due on the first business day of each calendar quarter following the effective date of the Term Loan Agreement and on the maturity date. The Term Loan Borrower agreed to pay a commitment fee equal to $1.0 million that is payable on the earliest of (i) April 15, 2024, (ii) the date on which the loans are redeemed in full and all commitments are terminated and (iii) the date on which all commitments are terminated in full. The Term Loan Agreement is secured by a lien on, and security interest in, substantially all of the Term Loan Borrower’s assets, including real property, and is guaranteed on an unsecured basis by the Company and Charah, LLC. Voluntary prepayments are permitted at any time, without premium or penalty. As of August 19, 2022, the Term Loan Borrower had made no borrowings under the ~~Company’s~~Term Loan Agreement.

After giving consideration to the Credit ~~Facility total $132.8 million~~Agreement Amendment and ~~will mature in July 2022. In addition, in~~the Term Loan Agreement, as of August ~~2021,~~19, 2022, the Company ~~entered into an amendment to its Credit Facility as further discussed in Note 11,~~has liquidity of approximately $24.7 million before incurring testing of the springing covenant under the Credit Agreement toand approximately $32.8 million assuming full current availability of the accompanying unaudited condensed consolidated financial statements, to waive non-compliance with certain financial covenants as of June 30, 2021 and to amend certain financial covenants as of September 30, 2021 in order to avoid projected non-compliance that could result in acceleration of maturity. The Company does not have sufficientCredit Agreement.

We believe our cash on hand, ~~or available liquidity~~availability under the Credit and Term Loan Agreements and cash generated from operations will be sufficient to ~~repay~~cover our working capital requirements and debt obligations for the maturing credit facility debt as it becomes due within one year after the date that these condensed consolidated financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might resultnext 12 months from the ~~outcome~~issuance of this ~~uncertainty.~~Quarterly Report.

Cash Flows

The following table sets forth our cash flow data:

Six Months Ended
June 30, Change
2021 2020 $
(dollars in thousands)
Net cash provided by operating activities 10,242 9,228 $ 1,014
Net cash provided by (used in) investing activities 29,951 (1,449) 31,400
Net cash (used in) provided by financing activities (11,745) 30,720 (42,465)
Net change in cash, cash equivalents and restricted cash $ 28,448 $ 38,499 $ (10,051)


	Six Months Ended
	June 30,				Change
	2022		2021		$
	(dollars in thousands)
Net cash and restricted cash (used in) provided by operating activities	(36,881)		10,242		$	(47,123)
Net cash and restricted cash provided by investing activities	43,485		29,951		13,534
Net cash and restricted cash used in financing activities	(8,131)		(11,745)		3,614
Net change in cash and restricted cash	$	(1,527)	$	28,448	$	(29,975)

Operating Activities

Net cash ~~provided by~~used in operating activities increased ~~$1.0~~$47.1 million to $36.9 million for the six months ended June 30, ~~2021 to $10.2 million~~2022 as compared to ~~$9.2 million of~~ net cash provided by operating activities of $10.2 million for the six months ended June 30, ~~2020.~~2021. The change in cash flows ~~provided by~~from operating activities was primarily attributable to:

•~~a decrease~~an increase in net loss of ~~$11.9 million,~~$16.3 million.

•a decrease in non-working capital adjustments to net loss of ~~$19.5~~$0.1 million, primarily due to ~~a gain~~increases in ARO settlements and gains on ~~sales-type lease~~sales of ~~$5.6~~real estate, property and equipment of $4.0 million ~~for~~and $1.8 million, respectively, during the six months ended June 30, ~~2021, an increase in~~2022 as well as the ~~gain~~absence of paid-in-kind interest on ~~sale~~long-term debt of ~~fixed assets of $4.4~~$2.4 million ~~for~~during the six months ended June 30, ~~2021~~2022. These changes were partially offset by the absence of the gain on sales-type lease of $5.6 million and ~~the loss on extinguishment~~increases of depreciation and amortization and amortization of debt issuance costs of ~~$8.6~~$1.1 million ~~for~~and $0.8 million, respectively, during the six months ended June 30, ~~2020, and~~2022.

•an increase ~~of $8.6 million~~in cash used from all other operating activities of $30.9 million, which was primarily driven by the ~~absence~~increases in net contract assets resulting from the timing of ~~discontinued operations~~billings for construction projects and ~~its net working capital requirements.~~in AROs resulting from cash settlements of the existing liabilities.

Investing Activities

Net cash provided by investing activities increased ~~$31.4~~$13.5 million to $43.5 million for the six months ended June 30, ~~2021~~2022 as compared to $30.0 million ~~as compared to $1.4 million of net cash used in investing activities~~ for the six months ended June 30, ~~2020.~~2021. The ~~change~~changes in cash flows ~~provided by~~from investing activities was primarily ~~attributable to an increase~~driven by the absence of $34.9 million from proceeds for liabilities assumed as part of the Gibbons Creek Transaction discussed in Note 5, Asset Acquisition, to the accompanying unaudited condensed consolidated financial statements, and an increase in proceeds from the sales of property and equipment primarily due to scrap sales from ERT projects and the sale of other fixed assets. These increases were partially offset by a decreasepayments of $7.4 million ~~for the payment~~ of the working capital adjustment and other items resulting from the sale of the Allied ~~Transaction.~~subsidiary, increases of $4.2 million in net proceeds from the sales of real estate, property and equipment from increased scrap sales from the demolition of the Gibbons Creek power plant and increases of $3.3 million in cash and restricted cash received from ERT transactions resulting from the Avon Lake and Cheswick Transactions.

Financing Activities

Net cash used in financing activities decreased ~~$42.5~~$3.6 million to $8.1 million for the six months ended June 30, ~~2021 to $11.7 million~~2022 as compared to ~~$30.7 million of~~ net cash ~~provided by~~used in financing activities of $11.7 million for the six months ended June 30, ~~2020. During the six months ended June 30,~~

~~2021, the~~2021. The change in cash flows ~~provided by~~from financing activities was primarily ~~attributable to a decrease~~driven by decreases of ~~$19.5~~$3.8 million in ~~proceeds received from~~principal payments on long-term debt and ~~the line of credit and the absence of $24.3 million of proceeds received from Preferred Stock issuance.~~capital lease obligations.

Working Capital

Our working capital, which we define as total current assets less total current liabilities, totaled ~~$13.4~~$9.7 million at June 30, ~~2021~~2022 as compared to ~~$21.5~~$31.5 million at December 31, ~~2020.~~2021. This decrease in net working capital for the six months ended June 30, ~~2021~~2022 was primarily due to:

•~~increases~~decreases in ~~contract liabilities due to the timing of billings~~cash and cash equivalents from net cash used in ~~excess of costs~~operating and ~~earnings for certain remediation and compliance projects,~~financing activities, partially offset by cash provided by investing activities;

•increases in ~~asset retirement obligations due to~~AROs primarily driven by the ~~liabilities assumed~~AROs acquired in the Avon Lake and Cheswick Transactions, partially offset by settlements and gains on settlement of the Gibbons Creek ~~Transaction,~~AROs during the six months ended June 30, 2022; and

•increases in capital lease obligations and notes payables due to new long-term debt financing and capital leases entered into during the six months ended June 30, ~~2021.~~2022.

~~This increase was~~These changes were partially offset by:

•increases in ~~cash and restricted cash due to proceeds received from~~net contract assets primarily driven by the ~~Gibbons Creek Transaction and a specific remediation and compliance project, and~~

•~~decreases in accounts payable and accrued expenses due to the payment~~timing of ~~the working capital adjustment resulting from the sale of Allied, the payment of the bonus accrual~~billings for construction projects during the six months ended June 30, ~~2021, and the timing of payments for project-specific payables and accruals.~~

~~Our Debt Agreements~~

~~Existing Credit Facility~~

•~~A revolving loan not to exceed $50.0 million (the “Revolving Loan”);~~2022.

•
~~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 expired 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”).

After the Fourth Amendment, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility will mature in July 2022, as discussed more fully below. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Various margins are added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees are payable regarding the Credit Facility and include (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by substantially all of the assets of the Company.

The Credit Facility contains various customary representations and warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries’ business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility) that have been modified as described below.

The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivering financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.

The Credit Facility includes customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.

The Revolving Loan provides a principal amount of up to $50.0 million, reduced by outstanding letters of credit. As of June 30, 2021, $12.8 million was outstanding on the Revolving Loan, and $17.5 million of letters of credit were outstanding.

3430

~~Commitment amount). Further,~~Our Debt Agreements

Senior Notes

On August 25, 2021, the ~~margin~~Company completed a public offering of ~~interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on~~$135.0 million, in the ~~alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions~~aggregate, of the ~~Credit Facility and (ii) fees on outstanding letters~~Company’s Notes, which amount includes the exercise by the underwriters of ~~credit~~their option to 3.35% at all times. The Second Amendment also added a requirement to make two additional scheduled prepayments of outstanding loans under the Credit Facility, including a payment of $50.0 million on or before September 13, 2019 andpurchase an additional ~~payment of $40.0~~$5.0 million on or before March 31, 2020. The $50.0 million payment was made before September 13, 2019, using proceeds of the Brickhaven deemed termination payment. The Second Amendment required the Company to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment, and this fee was paid on August 16, 2020.

~~In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”).~~

Under the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40,000 prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we were not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we were required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter. In the event that we were unable to comply in the future with such financial covenants upon delivery of our financial statements under the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred, and the Administrative Agent can then, following a specified cure period, declare the unpaidaggregate principal amount of ~~all outstanding loans, all~~Notes.

The public offering price of the Notes was 100.0% of the principal amount. The Company received net proceeds before payment of expenses and other fees of $135.0 million. The Company used the proceeds, along with cash from the sale of equity to B. Riley, to fully repay and terminate the Company’s Credit Facility, as defined below, with any remaining proceeds to be used for general corporate purposes, including funding future acquisitions and investments, repaying indebtedness, making capital expenditures and funding working capital.

The Company may redeem the Notes for cash in whole or in part at any time (i) on or after August 31, 2023 and prior to August 31, 2024, at a price equal to 103% of their principal amount, plus accrued and unpaid ~~thereon,~~interest to, but excluding, the date of redemption, (ii) on or after August 31, 2024 and prior to August 31, 2025, at a price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after August 31, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. If the Company is redeeming less than all ~~other amounts payable~~of the Notes, the Trustee will select the Notes to be redeemed by such method as the Trustee deems fair and appropriate in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances.

The Third Amendment increased the maximum amount available to be borrowed under the Delayed Draw Commitment from $15.0 million to $25.0 million, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amountNotes are senior unsecured obligations of ~~indebtedness that~~ the Company ~~may incur regarding certain capitalized leases from $50.0 million to $75.0 million.~~

~~Under~~and rank equal in right of payment with the ~~Third Amendment, the Company has agreed to make monthly amortization payments in respect of term loans beginning in April 2020~~Company’s existing and move the maturity date for all loans under the Credit Facility to July 31, 2022 (the “Maturity Date”). Also, if at any time after August 13, 2019, the outstanding principal amount of the Delayed Draw Term Loans exceeds $10.0 million, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10.0 million payable at March 31, 2020 and at the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company over $10.0 million, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity and general corporate purposes. The Company has also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan compounded monthly and paid in kind by adding such portion to the outstanding principal amount.future senior unsecured indebtedness.

As a ~~condition to entering into the Second Amendment, we were required to pay the Administrative Agent an amendment fee (the “Second Amendment Fee”) in an amount equal to 1.50%~~result of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019, and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We were also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Facility, immediately before the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, we will also pay an additional fee with respect to the Third Amendment in the amount of $2.0 million, with such fee being due and payable on the Maturity Date.

~~In November 2020, the Company entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”).~~

Under the terms of the Fourth Amendment, the Credit Facility was amended to revise the required financial covenant ratios such that, after giving effect to the Fourth Amendment, for the periods ending December 31, 2020 through March 30, 2021, we will be required to comply with a maximum consolidated leverage of 5.50 to 1.00, decreasing to 4.80 to 1.00 for the periods ended March 31, 2021 through September 29, 2021, to 4.50 to 1.00 for the periods ending September 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Fourth Amendment, we will also be required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of March 31, 2021, increasing to 1.20 to 1.00 as of June 30, 2021 and thereafter.

~~the Credit Facility and accelerate payment of the previously accrued $2.0 million fee required as consideration for the Third Amendment that was otherwise due and payable on the Maturity Date.~~

Our ability to comply with such financial covenants depends on the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by the effects of COVID-19 or other unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the one-year period following the issuance of ~~these financial statements. Those financial forecasts are highly dependent upon~~ the ~~demand for our byproduct sales, timing in new contract awards and completion~~Notes, $12.1 million of existing work. The current pandemic is making it more difficult to forecast future results, and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us not to comply with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent are not considered in the Company’s control. If we are unable to comply in the future with such financial covenants upon delivery of our financial statements according to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred. The Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company.

Asset-Based Lending Credit Agreement

On November 9, 2021, the Company entered into a new Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein. The Credit Agreement provides for a four-year senior secured revolving credit facility with initial aggregate commitments from the lenders of $30.0 million, which includes $5.0 million available for swingline loans, plus an additional $5.0 million of capacity available for the issuance of letters of credit if supported by cash collateral provided by the Company (with a right to increase such amount by up to an additional $5.0 million) (“Aggregate Revolving Commitments”). Availability under the Credit Agreement is subject to a borrowing base calculated based on the value of certain eligible accounts receivable, inventory, and equipment of the Company and subject to redeterminations made in good faith and in the exercise of permitted discretion of JPMorgan. Proceeds of the Credit Agreements may be used for working capital and general corporate purposes.

The Credit Agreement provides for borrowings of either base rate loans or Eurodollar loans. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, monthly and (ii) with respect to Eurodollar loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a Eurodollar loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. Eurodollar Loans bear interest at a rate per annum equal to the ~~lenders (as discussed above)~~Adjusted LIBOR for one, three or six months (the “Interest Period”), plus an applicable margin of ~~$5.2 million were associated with~~2.25%. Base rate loans bear interest at a rate per annum equal to the ~~extinguishment~~greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Adjusted LIBOR loans plus 100 basis points, plus an applicable rate of 125 basis points. The Credit Agreement contains a provision for sustainability adjustments annually that will impact the applicable margin by between positive 0.05% and negative 0.05% based on the achievement, or lack thereof, of certain metrics agreed upon between JPMorgan and the Company and publicly reported through the Company’s annual non-financial sustainability report.

The Credit Agreement is guaranteed by certain of the ~~old debt instrument~~Company’s subsidiaries and ~~included~~is secured by substantially all of the Company’s and such subsidiaries’ assets. The Credit Agreement contains customary restrictive covenants for asset-based loans that may limit the Company’s ability to, among other things: incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, make certain restricted payments, incur liens, and engage in ~~loss on extinguishment~~certain other transactions without the prior consent of ~~debt~~the lenders.

A covenant testing period (“Covenant Testing Period”) is a period in which excess availability (which is defined in the ~~accompanying~~Credit Agreement as the sum of availability and an amount up to $1.0 million) is less than the greater of (a) 12.5% of the lesser of the aggregate revolving commitments and the borrowing base, (b) the lesser of $7.5 million and the PP&E Component as defined in the Credit Agreement,

and (c) $3.5 million, for three consecutive business days. During a Covenant Testing Period, the Credit Agreement requires the Company to maintain a fixed charge coverage ratio as defined in the Credit Agreement, determined for any period of twelve (12) consecutive months ending on the last day of each fiscal quarter, of at least 1.00 to 1.00.

As of June 30, 2022, the Company has not drawn on the Credit Agreement. Outstanding letters of credit were $12.5 million and $19.0 million as of June 30, 2022 and December 31, 2021. As of June 30, 2022, all outstanding letters of credit were issued with JPMorgan.

On August 15, 2022, the Company entered into Amendment No. 1 to the Credit Agreement (the “Credit Agreement Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein. The Credit Agreement Amendment, among other things, permitted the Company (and certain of its subsidiaries) to execute the Term Loan Agreement and guarantee the Term Loan Agreement borrower’s obligations under the Term Loan Agreement. Additionally, the Credit Agreement Amendment permits the Company to include certain gains on ARO settlements and cash received for deferred gains from ERT projects in the calculation of the Company’s fixed charge coverage ratio under the Credit Agreement's financial covenant. As of June 30, 2022, after taking into account the terms of the Credit Agreement Amendment, the Company would have met the financial covenant had it been in effect.

As a result of entering into the Credit Agreement, $1.4 million of third-party fees were capitalized as debt issuance costs that will be amortized through interest expense, net in the unaudited condensed consolidated statements of ~~operations. The Company wrote off unamortized debt issuance costs of $3.4 million, which is included in loss on extinguishment of debt in~~operations using the ~~accompanying unaudited condensed consolidated statements of operations. The Company also calculated~~effective interest method through the ~~present value~~maturity date of the ~~cash flows~~Credit Agreement.

Term Loan Agreement

On August 15, 2022, the Company, through its GCERG subsidiary (the “Term Loan Borrower”), entered into a term loan agreement (the “Term Loan Agreement”) with Charah Preferred Stock Aggregator, LP, an affiliate of Bernhard Capital Partners Management, LP (“BCP”). The Term Loan Agreement provides for ~~purposes~~a delayed-draw term loan in an aggregate principal amount of ~~applying~~$20.0 million. Borrowings can be requested at any date before October 24, 2022. The Term Loan Agreement is scheduled to mature on the ~~10% cash flow test for~~earlier of the ~~Fourth~~sale of the remaining GCERG real estate parcels or April 15, 2024. Borrowings under the Term Loan Agreement accrue interest at a percentage per annum equal to 12.0%, with interest payments due on the first business day of each calendar quarter following the effective date of the Term Loan Agreement and ~~Fifth Amendments~~on the maturity date. The Term Loan Borrower agreed to pay a commitment fee equal to $1.0 million that is payable on the earliest of (i) April 15, 2024, (ii) the date on which the loans are redeemed in full and ~~concluded that~~all commitments are terminated and (iii) the ~~original~~date on which all commitments are terminated in full. The Term Loan Agreement is secured by a lien on, and ~~new debt instruments were not~~security interest in, substantially ~~different, necessitating that~~all of the ~~Fourth~~Term Loan Borrower’s assets, including real property, and ~~Fifth Amendments~~is guaranteed on an unsecured basis by the Company and Charah, LLC. Voluntary prepayments are permitted at any time, without premium or penalty. As of August 19, 2022, the Term Loan Borrower had made no borrowings under the Term Loan Agreement.

As of August 19, 2022, the Term Loan Borrower had made no borrowings under the Term Loan Agreement.

Equipment Financing Facilities

We have entered into various equipment financing arrangements to finance the acquisition of certain equipment (the “Equipment Financing Facilities”). As of June 30, ~~2021,~~2022, we had ~~$20.0~~$13.4 million of equipment notes outstanding. Each of the Equipment Financing Facilities includes non-financial covenants, and, as of June 30, ~~2021,~~2022, we were in compliance with these covenants.

Series A Preferred Stock

~~As a condition to the Third Amendment,~~In March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26,000 shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”), for net proceeds of approximately $25.2 million in a private placement (the “Preferred Stock Offering”). The Preferred Stock had an initial liquidation preference of $1,000 per share and pays a dividend at the rate of 10% per annum in cash, or 13% if the Company elects to pay dividends in-kind by adding such amount to the liquidation preference. The Company intends to pay dividends-in-kind for the foreseeable future. Proceeds from the Preferred Stock Offering ~~will be~~were used for liquidity and general corporate purposes.

For more information related to the Series A Preferred Stock, see Note ~~13,~~11, Mezzanine Equity, to the accompanying unaudited condensed consolidated financial statements.

~~Common Stock Issuance~~

On August 6, 2021, the Company executed a stock purchase agreement with a previously unrelated third party and issued 2.9 million shares of common stock at $4.50 per share for total proceeds of $13.0 million.

3632

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA margin are not financial measures determined in accordance with GAAP.

We define Adjusted EBITDA as net loss attributable to Charah Solutions, Inc. before income from discontinued operations, net of tax, interest expense, net, loss on extinguishment of debt, ~~impairment expense, interest expense, net,~~ income taxes, depreciation and amortization, equity-based compensation, ~~non-recurring legal costs and expenses~~impairment expense (including inventory reserves), gain on change in contingent payment liability and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue.

We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net loss attributable to Charah Solutions, Inc. in arriving at Adjusted EBITDA because these amounts are either non-recurring or can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss attributable to Charah Solutions, Inc. determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. We use Adjusted EBITDA margin to measure the success of our business in managing our cost base and improving profitability. The following table presents a reconciliation of Adjusted EBITDA to net loss attributable to Charah Solutions, Inc., our most directly comparable financial measure calculated and presented in accordance with GAAP, along with our Adjusted EBITDA margin.

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
(in thousands)
Net loss attributable to Charah Solutions, Inc. $ (4,166) $ (3,536) $ (5,453) $ (17,786)
Income from discontinued operations, net of tax — (3,777) — (6,820)
Interest expense, net(1)
3,314 4,055 6,549 6,914
Loss on extinguishment of debt — — — 8,603
Income tax expense 72 — 229 —
Depreciation and amortization(1)
6,169 6,538 12,315 12,864
Equity-based compensation(1)
699 530 998 1,255
Impairment expense 127 — 127 —
Transaction-related expenses and other items(1)(2)
277 434 1,247 652
Adjusted EBITDA $ 6,492 $ 4,244 $ 16,012 $ 5,682
Adjusted EBITDA margin(3)
10.2 % 8.1 % 13.8 % 5.5 %


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(in thousands)
Net loss attributable to Charah Solutions, Inc.	$	(9,603)		$	(4,166)		$	(21,643)		$	(5,453)
Interest expense, net	4,467			3,314			9,040			6,549
Income tax expense	341			72			419			229
Depreciation and amortization	6,819			6,169			13,390			12,315
Equity-based compensation	746			699			1,537			998
Impairment expense	—			127			380			127
Transaction-related expenses and other items(1)	—			277			7			1,247
Adjusted EBITDA	$	2,770		$	6,492		$	3,130		$	16,012
Adjusted EBITDA margin(2)	3.6		%	10.2		%	2.2		%	13.8		%

(1)~~Represents amounts for continuing operations only.~~

~~(2)~~Represents expenses associated with the Amendment to the Credit Facility, non-recurring legal costs and expenses and other miscellaneous items.

~~(3)~~(2)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.

Off-Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements except for operating leases as referenced within Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Contractual Obligations

As of June 30, ~~2021,~~2022, there have been no material changes in our outstanding contractual obligations from those disclosed within Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Critical Accounting Policies and Estimates

There were no changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020, except as noted below.~~

~~Asset Retirement Obligations~~

The Company has land and structural fill assets with corresponding obligations to restore such assets at the end of its operation. Estimating the future closure and post-closure costs is difficult and requires management to make estimates and judgments because these obligations are over many years in the future. Asset retirement obligations (“ARO”) associated with retiring long-lived assets are recognized as a liability in the period in which a legal obligation is incurred and becomes determinable. The ARO liability reflects the estimated present value of the closure and post-closure activities associated with the Company’s land and structural fill assets. The Company utilizes current retirement costs to estimate the expected cash outflows for retirement obligations.

Inherent in the present value calculation are numerous assumptions and judgments, including the ultimate settlement amounts, inflation factors, credit-adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing ARO liability, a corresponding adjustment is made to the land and/or structural fill balance. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.2021.

Recent Accounting Pronouncements

Please see Note 3,2, Recent Accounting Pronouncements, to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report and Note 2, Summary of Significant Accounting Policies, to the consolidated ~~and combined~~ financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for a discussion of recent accounting pronouncements.

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an “emerging growth company,” which allows us to have an extended transition period for complying with new or revised financial accounting standards pursuant to Section 107(b) of the JOBS Act. We intend to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until we are no longer an emerging growth company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d‑15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on such evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, ~~2021, at~~2022 because of the material weakness in our internal control over financial reporting, both as described below and as previously identified in our Annual Report on Form 10-K for the year ended December 31, 2021.

As previously disclosed on our Annual Report on Form 10-K, we identified the following control deficiencies which aggregate to a material weakness: (i) lack of a sufficient number of trained resources with assigned responsibilities and accountability for the design and operation of internal controls over financial reporting; (ii) lack of formal and effective controls over certain financial statement account balances; (iii) lack of user profiles to ensure adequate restriction of users to perform only transactions that are consistent with their function; and (iv) lack of appropriate segregation of duties within the accounting and finance functions, including order to cash, process to pay and payroll business processes.

Management's Remediation Plan

We have identified and implemented, and continue to implement, certain remediation efforts to improve the effectiveness of our internal control over financial reporting and disclosure controls and procedures. These remediation efforts are ongoing. As previously disclosed in our Annual Report on Form 10-K, the following remedial actions have been identified and initiated:

▪We have hired an external consultant to assist us in an evaluation of design and implementation of certain internal controls to address the identified deficiencies.

▪We are in the process of hiring additional accounting resources with appropriate levels of experience and reallocating responsibilities across the finance organization. This measure will provide for appropriate segregation of duties and ensure that the appropriate level of knowledge and experience will be applied based on the risk and complexity of transactions and tasks under review.

▪We are revising user profiles within our accounting systems to ensure appropriate segregation of duties is in place.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance ~~level.~~of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As we continue to evaluate and take actions to improve our internal control over financial reporting, we will further refine our remediation plan and take additional actions to address control deficiencies or modify certain of the remediation measures described above.

While progress has been made to enhance our internal control over financial reporting, we are still in the process of designing, implementing, documenting, and testing the effectiveness of these processes, procedures and controls. Additional time is required to complete the implementation and to assess and ensure the sustainability of these procedures. We will continue to devote time and attention to these remedial efforts. However, the material weakness cannot be considered remediated until the applicable remedial controls are fully implemented, have operated for a sufficient period of time and management has concluded that these controls are operating effectively through testing.

Changes in Internal Control Over Financial Reporting

~~There~~Aside from the actions taken as described in Management's Remediation Plan above to improve the Company’s internal control over financial reporting, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, ~~2021~~2022 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. In response to the COVID-19 pandemic, the majority of our office employees have been working remotely since the middle of March 2020. We have taken precautionary measures to ensure our internal control over financial reporting addressed risks working in a remote environment. We are continually monitoring and assessing the COVID-19 potential effects on the design and operating effectiveness of our internal control over financial reporting.

3834

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~We are from~~From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Although it is difficult to predict the ultimate outcome of these lawsuits, claims and proceedings, we do not believe that the ultimate disposition of any of these matters, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits.

~~Item 1A. Risk Factors~~

The following risk factor is in addition to the risks and uncertainties described under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 24, 2021. The effects of the events and circumstances described in the following risk factor have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner.

If we are unable to successfully implement our business plans and strategies, our consolidated results of operations, financial position, liquidity and ability to continue as a going concern could be negatively affected.

As noted elsewhere in this Quarterly Report on Form 10-Q, the accompanying unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2021, we had total liquidity of $37.9 million, comprised of $18.1 million of cash on hand and $19.8 million availability under the Revolving Loan. As of June 30, 2021, borrowings under the Company’s Credit Facility total $132.8 million and will mature in July 2022. The Company does not have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due within one year after the date of this filing. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

We have taken, and intend to take, actions to improve our liquidity position and to address the uncertainty about our ability to operate as a going concern, but these actions are subject to a number of assumptions, projections, market conditions and analyses. If these assumptions prove to be incorrect or if market conditions are adversely impacted, we may be unsuccessful in executing our business plans or achieving the projected results, which could adversely impact our financial results and liquidity. There are no assurances our actions will prove to be successful or be consistent with our expectations, and therefore, implementation of management’s plans cannot be deemed probable. As a result, our results of operations, financial position and liquidity could be negatively impacted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities

~~The following table provides information about repurchases of our common stock during~~During the three months ended June 30, ~~2021~~:

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, 2021 through April 30, 2021 92,548 $ 5.50 — —
May 1, 2021 through May 31, 2021 — — — —
June 1, 2021 through June 30, 2021 — — — —
Total 92,548 $ 5.50

~~(1)Represents~~2022, 166,294 shares of common stock were withheld for income tax purposes connected with the vesting of ~~shares of~~ restricted stock ~~issued to employees.~~units. During the three months ended June 30, 2022, there were no repurchases of our common stock.

3935

Item 6. Exhibits


Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation of Charah Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed June 22, 2018 ~~(File No. 001-38523)~~).
3.2						Certificate of Designations of Series A Preferred Stock, dated March 16, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 18, 2020 ~~(File No. 001-38523)~~).
3.3						Amended and Restated Bylaws of Charah Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed June 22, 2018 ~~(File No. 001-38523)).~~
~~4.1~~						Waiver of Right Under Stockholders’ Agreement (CEP Holdings, Inc.) of CEP Holdings, Inc., dated July 9, 2020 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 15, 2020 (File No. 001-38523)).
10.1						Form of 2022 Performance Share Unit Grant Notice and Agreement (form for grantee with employment agreement) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed ~~April~~June 29, ~~2021 (File No. 001-38523))~~2022).
10.2						Form of 2022 Restricted Stock Unit Grant Notice and Agreement (form for grantee with employment agreement) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed June 29, 2022).
10.3						Amended and Restated Employment Agreement between Charah, LLC, Charah Solutions, Inc. ~~2018 Omnibus Incentive Plan, as amended~~and Scott Sewell effective June 27, 2022 (incorporated by ~~First Amendment approved by stockholders~~reference to Exhibit 10.3 to the Current Report on Form 8-K filed June ~~9, 2021~~29, 2022).
10.4						Amended and Restated Employment Agreement between Charah, LLC, Charah Solutions, Inc. and Roger Shannon, effective July 22, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed ~~June 16, 2021 (File No. 001-38523))~~July 27, 2022).
31.1*						Certification of Principal Executive Officer pursuant to Rule 13a‑14(a)/15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer pursuant to Rule 13a‑14(a)/15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________


*						Filed herewith.
**						Furnished herewith.

4036

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	CHARAH SOLUTIONS, INC.


August ~~9, 2021~~19, 2022	By:	/s/ Scott A. Sewell
	Name:	Scott A. Sewell
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)


August ~~9, 2021~~19, 2022	By:	/s/ Roger D. Shannon
	Name:	Roger D. Shannon
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

4137


	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	0	$	0	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)		—		—		—		0
Taxes paid related to net settlement of shares	—	—		(63,924)	—		(137)		—		(137)		—		(137)
Issuance of Series A Preferred Stock, net of issuance costs	26,000	24,263		—	—		—		—		—		—		0
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


	Three Months Ended		Six Months Ended
	June 30, 2020		June 30, 2020
Revenue	$	80,841	$	194,195
Cost of sales	(75,313)		(182,765)
Gross profit	5,528		11,430
General and administrative expenses	(980)		(3,068)
Operating income	4,548		8,362
Interest expense, net(a)	(771)		(1,542)
Income from discontinued operations before income taxes	3,777		6,820
Income tax expense	0		0
Income from discontinued operations	$	3,777	$	6,820


	June 30, 2021		December 31, 2020
Current assets	$	14	$	1,812
Noncurrent assets	0		282
Total assets	$	14	$	2,094

Current liabilities	0		432
Equity of Charah	7		831
Equity of joint venture partner	7		831
Total liabilities and members’ equity	$	14	$	2,094


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, 2021 through April 30, 2021	92,548	$	5.50	—	—
May 1, 2021 through May 31, 2021	—	—		—	—
June 1, 2021 through June 30, 2021	—	—		—	—
Total	92,548	$	5.50