Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Charah Solutions, Inc. | |
Entity Central Index Key | 0001730346 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 29,554,588 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 6,459 | $ 6,900 |
Trade accounts receivable | 63,828 | 60,742 |
Receivable from affiliates | 893 | 894 |
Costs and estimated earnings in excess of billings | 95,326 | 86,710 |
Inventory | 24,466 | 25,797 |
Prepaid expenses and other current assets | 4,584 | 5,133 |
Total current assets | 195,556 | 186,176 |
Property and equipment: | ||
Plant, machinery and equipment | 74,085 | 74,896 |
Structural fill site improvements | 55,760 | 55,760 |
Vehicles | 20,523 | 17,407 |
Office equipment | 1,882 | 1,623 |
Buildings and leasehold improvements | 262 | 262 |
Structural fill sites | 7,110 | 7,110 |
Construction in progress | 6,790 | 3,488 |
Total property and equipment | 166,412 | 160,546 |
Less accumulated depreciation | (78,375) | (71,605) |
Property and equipment, net | 88,037 | 88,941 |
Other assets: | ||
Trade names, net | 34,885 | 34,920 |
Other intangible assets, net | 0 | 22 |
Goodwill | 74,213 | 74,213 |
Other assets | 0 | 891 |
Deferred tax asset | 2,747 | |
Equity method investments | 5,102 | 5,060 |
Total assets | 465,173 | 458,901 |
Current liabilities: | ||
Accounts payable | 20,064 | 24,821 |
Billings in excess of costs and estimated earnings | 1,052 | 1,352 |
Notes payable, current maturities | 17,095 | 23,268 |
Accrued payroll and bonuses | 33,843 | 15,480 |
Asset retirement obligation, current portion | 15,196 | 14,704 |
Purchase option liability, current portion | 7,110 | 10,017 |
Accrued expenses | 21,564 | 22,473 |
Other liabilities | 471 | 0 |
Total current liabilities | 116,395 | 112,115 |
Long-term liabilities: | ||
Contingent payments for acquisitions | 11,281 | 11,214 |
Asset retirement obligation, less current portion | 9,022 | 11,361 |
Line of credit | 20,500 | 19,799 |
Notes payable, less current maturities | 217,302 | 211,022 |
Total liabilities | 374,500 | 365,511 |
Commitments and contingencies (see Note 11) | ||
Stockholders’ equity: | ||
Retained earnings | 6,595 | 9,414 |
Common Stock, $0.01 par value; 200,000,000 shares authorized; 29,554,588 and 29,082,988 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 296 | 291 |
Additional paid-in capital | 83,083 | 82,880 |
Total stockholders’ equity | 89,974 | 92,585 |
Non-controlling interest | 699 | 805 |
Total equity | 90,673 | 93,390 |
Total liabilities and equity | 465,173 | 458,901 |
Customer relationships | ||
Other assets: | ||
Finite lived intangible assets, net | 61,925 | 63,898 |
Technology | ||
Other assets: | ||
Finite lived intangible assets, net | 1,803 | 1,853 |
Non-compete and other agreements | ||
Other assets: | ||
Finite lived intangible assets, net | $ 144 | $ 180 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 29,554,588 | 29,082,988 |
Common stock, shares outstanding (in shares) | 29,554,588 | 29,082,988 |
Condensed Consolidated & Combin
Condensed Consolidated & Combined Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 163,258 | $ 155,529 |
Cost of sales | 147,879 | 136,430 |
Gross profit | 15,379 | 19,099 |
General and administrative expenses | 13,985 | 14,382 |
Operating income | 1,394 | 4,717 |
Interest expense, net | (5,052) | (4,131) |
Income from equity method investment | 554 | 587 |
(Loss) income before income taxes | (3,104) | 1,173 |
Income tax provision | (761) | 0 |
Net (loss) income | (2,343) | 1,173 |
Less income attributable to non-controlling interest | 476 | 367 |
Net (loss) income attributable to Charah Solutions, Inc. | $ (2,819) | $ 806 |
Basic (loss) earnings per common share (in dollars per share) | $ (0.10) | $ 0.03 |
Diluted (loss) earnings per common share (in dollars per share) | $ (0.10) | $ 0.03 |
Weighted-average shares outstanding used in (loss) earnings per common share, basic (in shares) | 29,187,788 | 23,710,303 |
Weighted-average shares outstanding used in (loss) earnings per common share, diluted (in shares) | 29,187,788 | 24,532,003 |
Pro forma net (loss) income information (see Note 1): | ||
Pro forma provision for income taxes | $ (761) | $ 0 |
Pro forma net (loss) income attributable to Charah Solutions, Inc. | (2,819) | 1,467 |
Pro Forma | ||
Income tax provision | (761) | 202 |
Pro forma net (loss) income information (see Note 1): | ||
Net (loss) income attributable to Charah Solutions, Inc. before provision for income taxes | (3,580) | 806 |
Pro forma provision for income taxes | (761) | 202 |
Pro forma net (loss) income attributable to Charah Solutions, Inc. | $ (2,819) | $ 604 |
Condensed Consolidated & Comb_2
Condensed Consolidated & Combined Statements of Stockholders' and Members' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Total | Non-Controlling Interest | Series C | Series CTotal | Charah, LLC Members’ Interest | Charah, LLC Members’ InterestSeries C | Allied Power Management, LLC Members’ Interest | Allied Power Management, LLC Members’ InterestSeries C |
Balance beginning of period, Members' Equity at Dec. 31, 2017 | $ 48,319 | $ 18,316 | $ 47,721 | $ 598 | $ 19,718 | $ 9,687 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net (loss) income | 1,173 | 806 | 806 | 367 | ||||||||
Share-based compensation - Series C profits interests | $ 110 | $ 110 | $ 110 | $ 0 | ||||||||
Distributions | (383) | 0 | (383) | 0 | ||||||||
Balance end of period, Members' Equity at Mar. 31, 2018 | 49,219 | 19,122 | 48,637 | 582 | $ 19,828 | $ 9,687 | ||||||
Balance beginning of period, Stockholders' Equity at Dec. 31, 2018 | $ 93,390 | $ 291 | $ 82,880 | 9,414 | 92,585 | 805 | ||||||
Balance beginning of period (shares) at Dec. 31, 2018 | 29,082,988 | 29,082,988 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net (loss) income | $ (2,343) | (2,819) | (2,819) | 476 | ||||||||
Distributions | (582) | (582) | ||||||||||
Share-based compensation expense | 208 | 208 | 208 | |||||||||
Shares issued under share-based compensation plans (in shares) | 500,253 | |||||||||||
Shares issued under share-based compensation plans | 0 | $ 5 | (5) | |||||||||
Shares repurchased (in shares) | (28,653) | |||||||||||
Shares repurchases | 0 | $ 0 | ||||||||||
Balance end of period, Stockholders' Equity at Mar. 31, 2019 | $ 90,673 | $ 296 | $ 83,083 | $ 6,595 | $ 89,974 | $ 699 | ||||||
Balance end of period (shares) at Mar. 31, 2019 | 29,554,588 | 29,554,588 |
Condensed Consolidated & Comb_3
Condensed Consolidated & Combined Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,343) | $ 1,173 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,257 | 8,431 |
Amortization of debt issuance costs | 171 | 555 |
Deferred income tax provision | (761) | 0 |
Loss on sale of assets | 527 | 131 |
Income from equity method investment | (554) | (587) |
Distributions received from equity investment | 512 | 252 |
Non-cash share-based compensation | 208 | 110 |
Loss (gain) on interest rate swap | 1,362 | (1,623) |
Interest accreted on contingent earnout liability | 67 | 0 |
Changes in cash due to changes in: | ||
Trade accounts receivable | (3,086) | (8,116) |
Receivable from affiliates | 1 | (51) |
Costs and estimated earnings in excess of billings | (8,616) | (9,222) |
Inventory | 1,331 | (828) |
Prepaid expenses and other current assets | 549 | (87) |
Accounts payable | (4,757) | 485 |
Billings in excess of costs and estimated earnings | (300) | (2,807) |
Accrued payroll and bonuses | 18,363 | 15,749 |
Asset retirement obligation | (1,847) | 14 |
Accrued expenses | (909) | 646 |
Net cash provided by operating activities | 6,175 | 4,225 |
Cash flows from investing activities: | ||
Proceeds from the sale of equipment | 470 | 480 |
Purchases of property and equipment | (7,140) | (3,373) |
Payments for business acquisitions, net of cash received | 0 | (19,983) |
Net cash used in investing activities | (6,670) | (22,876) |
Cash flows from financing activities: | ||
Net proceeds on line of credit | 701 | 0 |
Proceeds from long-term debt | 3,656 | 4,976 |
Principal payments on long-term debt | (3,721) | (4,968) |
Payments of offering costs | 0 | (3,955) |
Distributions to non-controlling interest | (582) | (383) |
Net cash provided by (used in) financing activities | 54 | (4,330) |
Net decrease in cash | (441) | (22,981) |
Cash, beginning of period | 6,900 | 32,264 |
Cash, end of period | 6,459 | 9,283 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the year for interest | 3,358 | 5,297 |
Cash paid during the year for taxes | 0 | 0 |
Non-cash investing and financing transactions: | ||
Purchase of equipment with seller provided financing | $ 0 | $ 6,975 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Organization Charah Solutions, Inc. (together with its subsidiaries, “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 prior to the reorganization transactions described below other than certain activities related to the initial public offering (the “IPO”), which was completed on June 18, 2018. Charah Solutions is a holding company, the sole material assets of which consist of membership interests in Charah Management LLC, a Delaware limited liability company (“Charah Management”), and Allied Power Holdings, LLC, a Delaware limited liability company (“Allied Power Holdings”). Through the Company’s ownership of Charah Management and Allied Power Holdings, the Company owns the outstanding equity interests in Charah, LLC, a Kentucky limited liability company (“Charah”), and Allied Power Management, LLC, a Delaware limited liability company (“Allied”), the subsidiaries through which Charah Solutions operates its businesses. The historical financial data presented herein as of March 31, 2019 and for the periods after the June 18, 2018 corporate reorganization described below is that of Charah and Allied on a consolidated basis, and on a combined basis for the periods prior to the June 18, 2018 corporate reorganization. Corporate Reorganization On June 18, 2018, pursuant to the terms of the reorganization transactions completed in connection with the IPO, (i) (a) Charah Holdings LP, a Delaware limited partnership (“Charah Holdings”) owned by Bernhard Capital Partners Management, LP and certain related affiliates (“BCP”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 17,514,745 shares of common stock, (b) CEP Holdings, Inc., a Delaware corporation owned by Charles E. Price and certain affiliates, contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 4,605,465 shares of common stock, (c) Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 907,113 shares of common stock and (d) Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 409,075 shares of common stock; (ii) each of Charah Management Holdings and Allied Management Holdings distributed the shares of common stock received by them pursuant to clause (i) above to their respective members in accordance with the respective terms of their limited liability company agreements; and (iii) Charah Holdings distributed a portion of the shares of common stock it received in clause (i) above to certain direct and indirect blocker entities which ultimately merged into the Company, with the Company surviving, and affiliates of BCP received shares of common stock as consideration in the mergers. Description of Business Operations The Company is a leading provider of mission-critical environmental and maintenance services to the power generation industry, enabling our customers to address challenges related to the remediation of ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. We offer a suite of coal ash management and recycling, environmental remediation and outage maintenance services. The Company also designs and implements solutions for complex environmental projects (such as coal ash pond closures) and facilitates coal ash recycling through byproduct sales and other beneficial use services. The Company has corporate offices in Kentucky, Louisiana 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 financial 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 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 prior to 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 prior to the end of such five-year period. Basis for Presentation The Company’s fiscal year ends December 31. The accompanying unaudited condensed consolidated and combined financial statements include the assets, liabilities, stockholders’ and members’ equity, and results of operations of the Company and its consolidated and combined subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated and combined 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 and combined financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018. Unaudited Pro Forma Income Information The unaudited pro forma income information gives effect to the corporate reorganization that occurred in connection with the closing of the IPO and the resulting legal entity of Charah Solutions, which is incorporated as a “C” Corporation. Prior to the corporate reorganization, the holding companies for Charah and Allied were limited liability companies and generally not subject to income taxes. The pro forma net income, therefore, includes an adjustment for income tax expense as if the holding companies for Charah and Allied had been “C” Corporations for all periods presented at an assumed combined federal, state and local effective income tax rate of 25% for the periods from January 1, 2018 through June 17, 2018, plus the actual tax expense for the periods after June 18, 2018. These rates approximate the calculated statutory tax rate for each period. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The core principle of Accounting Standards Codification (“ASC”) Topic 606 is to recognize revenues when a customer obtains control of a good or service, in an amount that reflects the consideration to which an entity is expected to be entitled for those goods or services. Additionally, this ASU requires enhanced qualitative and quantitative disclosures regarding customer contracts. This ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either a full retrospective transition method or a modified retrospective with cumulative effect transition method. To assess the impact of this ASU, we utilized internal resources to lead the implementation effort and supplemented them with external resources. The Company’s adoption activities were performed over three phases: (i) assessment, (ii) design and (iii) implementation using a cross-functional team that included accounting, operational and information technology personnel. Based on our work to date, we believe we have identified all material contract types, revenues and costs that may be impacted by implementing ASC Topic 606. Generally, the Company believes the majority of its contracts will have similar performance obligations under ASC Topic 606 as compared with the units of account previously identified. We have identified certain contracts where the timing of revenue recognition will change under ASC Topic 606. Prior to the adoption of ASC Topic 606, revenue recorded for certain contracts with fluctuating rates per unit matched the amount that was billed to the customer. In accordance with ASC Topic 606, for contracts with fluctuating rates per unit that are not directly related to changes in the Company’s effort to perform under the contract, the Company will recognize revenue based on the stand-alone selling price per unit, calculated as the average rate per unit over the term of those contractual rates. This accounting treatment will at times create a contract asset or liability for the difference between the revenue recognized and the amount billable/billed to the customer. As a calendar year-end emerging growth company that has elected to take advantage of the extended transition period for complying with new or revised financial accounting standards, we are required to adopt the new revenue standard for annual periods beginning on January 1, 2019, and for interim periods within annual periods beginning on January 1, 2020. Accordingly, the interim periods within the year ending December 31, 2019 will be reported under the existing revenue standard, ASC Topic 605, while the annual period for the year ending December 31, 2019 will be reported under ASC Topic 606. For the annual period for the year ending December 31, 2019, we will apply the requirements of ASC Topic 606 to all contracts using the modified retrospective with cumulative effect transition method. Accordingly, we will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings for the year ending December 31, 2019. The comparative information will not be restated and will continue to be reported under the accounting standards in effect for the comparative periods. Based upon our assessment of the impact of the adoption of ASC Topic 606, we estimate a decrease of approximately $300 to the opening balance of retained earnings as of January 1, 2019, with an associated decrease in the contract asset balance “costs and estimated earnings in excess of billings.” 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 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 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. This ASU will be effective for the Company for the year ending December 31, 2020, with early adoption permitted. The Company has not yet selected a transition method and is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . This ASU addresses specific cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and proceeds from the settlement of insurance claims. This ASU is effective for the Company for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) . This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Upon adopting this ASU, amounts generally described as restricted cash or restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statement of cash flows. ASU No. 2016-18 is effective for the Company for interim and annual periods beginning after December 15, 2018. The Company adopted ASU No. 2016-18 effective January 1, 2019, with retrospective application to our consolidated and combined statements of cash flows so that the consolidated and combined statements of cash flows present a reconciliation of the changes in cash and cash equivalents and restricted cash. The adoption of this ASU did not have a material impact to our consolidated financial statements. As a result of this retrospective adoption, the amount of cash and cash equivalents previously presented in the consolidated and combined statements of cash flows increased by $3,358 to reflect the inclusion of restricted cash in the amount reported for changes in cash, cash equivalents and restricted cash as of beginning and end of the period for the period from January 1, 2017 through January 12, 2017 and as of beginning of the period for the period from January 13, 2017 through December 31, 2017. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU simplifies the measurement of goodwill impairment by eliminating the requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment. Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. This ASU also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. The Company will be required to adopt ASU No. 2017-04 annual and any interim impairment tests for the periods beginning after December 15, 2019. ASU No. 2017-04 must be applied prospectively, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination 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 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 . As of March 31, 2019 , the allocation of purchase price for the acquisition is final (as summarized below) with the recognized goodwill allocated to the Environmental Solutions segment. The total amount of goodwill deductible for tax purposes is $2,025 . In November 2018, the $15,000 to be paid over time was reduced by $3,300 . The present value of the future payments using a discount rate of 2.50% was determined to be $11,014 . The Company expects the future payments to occur in 2020 and beyond. The allocation of purchase price for the acquisition has been reflected in the table below. Cash acquired $ 17 Net working capital, excluding cash 21,255 Property, plant and equipment 5,300 Trade name intangible assets 694 Customer relationship intangible assets 742 Technology 1,972 Non-compete and other agreements 289 Goodwill 745 Total purchase price $ 31,014 No revenue or earnings from the acquired business were included in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2018 . The following unaudited information presents the pro forma consolidated revenue and net (loss) income for the three months ended March 31, 2019 and 2018 as if the acquisition had been included in the consolidated results of operations beginning January 1, 2017. Three Months Ended March 31, 2019 March 31, 2018 Pro forma revenue $ 163,258 $ 172,352 Pro forma net (loss) income attributable to Charah Solutions, Inc. (2,819 ) 1,467 The above unaudited pro forma results have been calculated by combining the historical results of the Company and the acquired business as if the acquisition had occurred as of the beginning of the fiscal year prior to the acquisition date, and then adjusting the income tax provisions as if they had been calculated based on the consolidated and combined results. The pro forma results include estimates for additional depreciation related to the fair value of property, plant and equipment and intangible asset amortization. The pro forma results reflect the elimination of $413 of direct acquisition costs that were incurred in the three months ended March 31, 2018 (since for purposes of the pro forma presentation they have been reflected in 2017 instead of in 2018). For all periods presented, historical depreciation and amortization expense of the acquired business was adjusted to reflect the acquisition date fair value amounts of the related tangible and intangible assets. No other material pro forma adjustments were deemed necessary, either to conform the acquisition to the Company’s accounting policies or for any other situation. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the date indicated or that may be achieved in the future. |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments 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 receivable due from the equity method investment of $200 and $108 at March 31, 2019 and December 31, 2018 , respectively. Summarized balance sheet information of our equity method investment entity is as follows: March 31, 2019 December 31, 2018 Current assets $ 2,581 $ 2,619 Noncurrent assets 480 508 Total assets $ 3,061 $ 3,127 Current liabilities 457 607 Equity of Charah 5,102 5,060 Equity of joint venture partner (2,498 ) (2,540 ) Total liabilities and members’ equity $ 3,061 $ 3,127 Summarized financial performance of our equity method investment entity is as follows: Three Months Ended March 31, 2019 March 31, 2018 Revenues $ 2,220 $ 2,365 Net income $ 1,108 $ 1,175 Charah Solutions’ share of net income $ 554 $ 587 The following table reflects our proportional ownership activity in our investment account: Three Months Ended March 31, 2019 March 31, 2018 Opening balance $ 5,060 $ 5,006 Distributions (512 ) (252 ) Share of net income 554 587 Equity investment acquired — 611 Closing balance $ 5,102 $ 5,952 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill and intangible assets consist of the following: March 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangibles Customer relationships $ 78,942 $ (17,017 ) $ 78,942 $ (15,044 ) Technology 2,003 (200 ) 2,003 (150 ) Non-compete and other agreements 289 (145 ) 289 (109 ) SCB trade name 694 (139 ) 694 (104 ) Rail easement 110 (110 ) 110 (88 ) Total $ 82,038 $ (17,611 ) $ 82,038 $ (15,495 ) Indefinite-lived intangibles Charah trade name $ 34,330 $ 34,330 Goodwill 74,213 74,213 Total $ 108,543 $ 108,543 Definite-Lived Intangible Assets As of March 31, 2019 and December 31, 2018 , definite-lived intangible assets included customer relationships, technology, non-compete and other agreements, SCB trade name (see Note 3) and a rail easement. These assets are amortized on a straight-line basis over their estimated useful lives as shown in the table below. Amortization expense was $ 2,116 and $ 1,960 during the three months ended March 31, 2019 and 2018 , respectively. Definite-Lived Intangible Asset Useful Life Customer relationships 10 years Technology 10 years Non-compete and other agreements 2 years SCB trade name 5 years Rail easement 2 years Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess purchase price over the fair value of the net assets acquired in a business combination. Our goodwill included in the unaudited condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 was $ 74,213 . Our intangible assets as of March 31, 2019 and December 31, 2018 include a trade name valued at $ 34,330 that is considered to have an indefinite life. 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. Each quarter, we evaluate if there are any indicators of impairment, and we determined there were no indicators of impairment at March 31, 2019 and 2018 . |
Credit Agreement
Credit Agreement | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement 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, as administrative agent. The Credit Facility includes: • a revolving loan not to exceed $50,000 (the “Revolving Loan”); • a term loan of $205,000 (the “Term Loan”); and • a commitment to loan up to a further $25,000 , which expires in March 2020. All amounts associated with the Revolving Loan and the Term Loan under the Credit Facility mature in September 2023. 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. Customary fees are payable in respect of the Credit Facility and include (i) commitment fees (ranging from 0.25% to 0.35% , based upon our consolidated net leverage ratio) for unused portions of the Credit Facility and (ii) fees on outstanding letters of credit (ranging from 1.30% to 2.10% , based upon our consolidated net leverage ratio). Amounts borrowed under the Credit Facility are secured by essentially all assets of the Company. The Credit Facility contains various 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 their business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (of 1.20 to 1.00). We are required to comply with a consolidated net leverage ratio of 3.75 to 1.00 through March 30, 2020, decreasing to 3.50 to 1.00 as of March 31, 2020, further decreasing to 3.25 to 1.00 as of March 31, 2021 and finally decreasing to 3.00 to 1.00 as of March 31, 2022 and thereafter. As of March 31, 2019 , we were in compliance with all covenants related to the Credit Facility. As of March 31, 2019 , our consolidated net leverage ratio was 2.79 to 1.00 and our fixed charge coverage ratio was 2.27 to 1.00. Management evaluated its future compliance with these financial covenants using management's most recent financial forecast. Based on this evaluation, management believes the Company will continue to remain in compliance with these covenants. Management’s forecast does not anticipate existing operations incurring material unexpected losses, new work awards being materially delayed, or delay in the receipt of payment from our customer related to the early completion of the Brickhaven contract. If these or other unanticipated headwinds in our business occur, the Company could be required to amend or obtain a waiver from the Administrative Agent to remain in compliance with such covenants, although there is no assurance that we could obtain such amendment or waiver. The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivery of 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, 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 $50,000 , reduced by outstanding letters of credit ( $11,980 outstanding as of March 31, 2019 ). As of March 31, 2019 , $20,500 was outstanding on the Revolving Loan. 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 March 31, 2019 : March 31, 2019 December 31, 2018 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $5 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $3,852 as of March 31, 2019. $ 4,701 $ 4,949 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.61% to 6.80%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $11,269 as of March 31, 2019. 11,838 12,293 In June 2018, the Company entered into a $12,000 convertible, non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019, with a maturity date of April 10, 2024. Interest on borrowings prior to the conversion date was calculated using a floating rate equal to 2% in excess of LIBOR. Beginning with the conversion date, interest is calculated, at the Company’s election, either based on the aforementioned rate or at a fixed rate equal to 2% in excess of the five-year Swap Rate in effect at the conversion date. The note is secured by equipment with a net book value of $11,333 as of March 31, 2019. 11,955 8,299 A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The note is secured by equipment with a net book value of $7,925 as of March 31, 2019. 9,109 9,563 The Term Loan entered into in September 2018 as part of the Credit Facility (see Note 6). The interest rate applicable to the Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently LIBOR, or (ii) an alternative base rate (see Note 6). Principal payments of $2,563 are required quarterly through September 2020, $3,844 through September 2022 and $5,125 through September 2023. The remaining outstanding amounts will be due in September 2023. The loan is secured by substantially all of the assets of the Company, and is subject to certain financial covenants. 199,875 202,438 Total 237,478 237,542 Less debt issuance costs (3,081 ) (3,252 ) 234,397 234,290 Less current maturities (17,095 ) (23,268 ) Notes payable due after one year $ 217,302 $ 211,022 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Credit Agreement 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, as administrative agent. The Credit Facility includes: • a revolving loan not to exceed $50,000 (the “Revolving Loan”); • a term loan of $205,000 (the “Term Loan”); and • a commitment to loan up to a further $25,000 , which expires in March 2020. All amounts associated with the Revolving Loan and the Term Loan under the Credit Facility mature in September 2023. 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. Customary fees are payable in respect of the Credit Facility and include (i) commitment fees (ranging from 0.25% to 0.35% , based upon our consolidated net leverage ratio) for unused portions of the Credit Facility and (ii) fees on outstanding letters of credit (ranging from 1.30% to 2.10% , based upon our consolidated net leverage ratio). Amounts borrowed under the Credit Facility are secured by essentially all assets of the Company. The Credit Facility contains various 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 their business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (of 1.20 to 1.00). We are required to comply with a consolidated net leverage ratio of 3.75 to 1.00 through March 30, 2020, decreasing to 3.50 to 1.00 as of March 31, 2020, further decreasing to 3.25 to 1.00 as of March 31, 2021 and finally decreasing to 3.00 to 1.00 as of March 31, 2022 and thereafter. As of March 31, 2019 , we were in compliance with all covenants related to the Credit Facility. As of March 31, 2019 , our consolidated net leverage ratio was 2.79 to 1.00 and our fixed charge coverage ratio was 2.27 to 1.00. Management evaluated its future compliance with these financial covenants using management's most recent financial forecast. Based on this evaluation, management believes the Company will continue to remain in compliance with these covenants. Management’s forecast does not anticipate existing operations incurring material unexpected losses, new work awards being materially delayed, or delay in the receipt of payment from our customer related to the early completion of the Brickhaven contract. If these or other unanticipated headwinds in our business occur, the Company could be required to amend or obtain a waiver from the Administrative Agent to remain in compliance with such covenants, although there is no assurance that we could obtain such amendment or waiver. The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivery of 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, 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 $50,000 , reduced by outstanding letters of credit ( $11,980 outstanding as of March 31, 2019 ). As of March 31, 2019 , $20,500 was outstanding on the Revolving Loan. 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 March 31, 2019 : March 31, 2019 December 31, 2018 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $5 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $3,852 as of March 31, 2019. $ 4,701 $ 4,949 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.61% to 6.80%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $11,269 as of March 31, 2019. 11,838 12,293 In June 2018, the Company entered into a $12,000 convertible, non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019, with a maturity date of April 10, 2024. Interest on borrowings prior to the conversion date was calculated using a floating rate equal to 2% in excess of LIBOR. Beginning with the conversion date, interest is calculated, at the Company’s election, either based on the aforementioned rate or at a fixed rate equal to 2% in excess of the five-year Swap Rate in effect at the conversion date. The note is secured by equipment with a net book value of $11,333 as of March 31, 2019. 11,955 8,299 A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The note is secured by equipment with a net book value of $7,925 as of March 31, 2019. 9,109 9,563 The Term Loan entered into in September 2018 as part of the Credit Facility (see Note 6). The interest rate applicable to the Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently LIBOR, or (ii) an alternative base rate (see Note 6). Principal payments of $2,563 are required quarterly through September 2020, $3,844 through September 2022 and $5,125 through September 2023. The remaining outstanding amounts will be due in September 2023. The loan is secured by substantially all of the assets of the Company, and is subject to certain financial covenants. 199,875 202,438 Total 237,478 237,542 Less debt issuance costs (3,081 ) (3,252 ) 234,397 234,290 Less current maturities (17,095 ) (23,268 ) Notes payable due after one year $ 217,302 $ 211,022 |
Interest Rate Swap
Interest Rate Swap | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | Interest Rate Swap In order to manage interest rate risk in a cost-efficient manner, the Company entered into an interest rate swap during 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 change in fair value of the interest rate swap is immediately recognized in earnings, within interest expense. As of both March 31, 2019 and December 31, 2018 , the notional amount of the interest rate swap was $150,000 . A fair value liability of $ 471 was recorded within other liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2019 and a fair value asset of $891 was recorded within other assets in the unaudited condensed consolidated balance sheet as of December 31, 2018 . The total amount of loss included in interest expense in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2019 was $1,362 and the total amount of gain subtracted from interest expense in the unaudited condensed combined statement of operations for the three months ended March 31, 2018 was $1,623 . |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | Costs and Estimated Earnings on Uncompleted Contracts Costs and estimated earnings on uncompleted contracts are as follows: March 31, December 31, Costs incurred on uncompleted contracts $ 345,763 $ 314,700 Estimated earnings 96,935 96,176 Total costs and estimated earnings 442,698 410,876 Less billings to date (348,424 ) (325,518 ) Costs and estimated earnings in excess of billings $ 94,274 $ 85,358 The net balance in process classified on the unaudited condensed consolidated balance sheets is as follows: March 31, December 31, Costs and estimated earnings in excess of billings $ 95,326 $ 86,710 Billings in excess of costs and estimated earnings (1,052 ) (1,352 ) Net balance in process $ 94,274 $ 85,358 Anticipated losses on long-term contracts are recognized when such losses become evident. As of March 31, 2019 and December 31, 2018 , accruals for anticipated losses on long-term contracts were $1,140 and $677 , respectively. |
Stock_Unit Based Compensation
Stock/Unit Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock/Unit Based Compensation | Stock/Unit-Based Compensation The Limited Liability Company Agreement for Charah Management provided for the issuance of up to 1,000 Series C profits interests (the “Charah Series C Profits Interests”). In 2017, Charah Management adopted the Charah Series C Profits Interest Plan and issued 650 of such units to employees. The Charah Series C Profits Interests participated in distributions to Charah members based on specified rates of return being realized on the Charah Management LLC Series A Membership Interests and the Charah Management LLC Series B Membership Interests. The Charah Series C Profits Interest Plan is no longer in place following our corporate reorganization and related IPO. The Charah Series C Profits Interests would have vested ratably in each of the first five anniversaries of their grant date with vesting accelerated upon a change of control. There were 540 Charah Series C Profits Interests unvested at June 18, 2018, which were canceled as a result of the corporate reorganization that occurred upon the closing of the IPO (see further discussion below). The Charah Series C Profits Interests were valued based upon a contingent claims analysis to allocate the total implied equity value as of the valuation date amongst the various equity securities classes, with breakpoints estimated considering relative seniority, liquidation preferences and conversion features. An assumed volatility of 30% based upon a comparable public company analysis was used in the determination of fair value. The weighted–average grant date fair value of the Charah Series C Profits Interests granted during 2017 was $3,198 per unit, resulting in $2,100 of total compensation costs, which was expected to vest over five years. During the three months ended March 31, 2019 and 2018 , compensation expense of $0 and $110 , respectively, was recognized related to the Charah Series C Profits Interests. The Limited Liability Company Agreement for Allied provided for the issuance of up to 1,000 Series C profits interests (the “Allied Series C Profits Interests”). In 2017, Allied adopted the Allied Series C Profits Interest Plan and issued 550 of such units to employees. The Allied Series C Profits Interests participated in distributions to Allied members based on specified rates of return being realized on the Allied Power Management, LLC Series A Membership Interests and the Allied Power Management, LLC Series B Membership Interests. The Allied Series C Profits Interest Plan is no longer in place following our corporate reorganization and related IPO. The Allied Series C Profits Interests vested immediately upon grant. The Allied Series C Profits Interests were valued based upon a contingent claims analysis to allocate the total implied equity value as of the valuation date amongst the various equity securities classes, with breakpoints estimated considering relative seniority, liquidation preferences and conversion features. An assumed volatility of 32.5% based upon a comparable public company analysis was used in the determination of fair value. The weighted-average grant date fair value of the Allied Series C Profits Interests granted during 2017 was $69 per unit. No compensation expense was recognized during the three months ended March 31, 2019 and 2018 related to the Allied Series C Profits Interests. In connection with the corporate reorganization that occurred upon the closing of the IPO, the holders of the Charah Series C Profits Interests and the Allied Series C Profits Interests received 1,215,956 shares of common stock (the “Management Reorganization Consideration”) in exchange for the contribution to the Company of their Charah Series C Profits Interests and Allied Series C Profits Interests. Of these shares, 303,993 vested immediately and 911,963 are subject to time-based vesting conditions, as well as performance vesting conditions, based on specified EBITDA targets and achievement of certain safety metrics, which will be determined at a future date. In addition, 272,708 shares of common stock were issued under the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”) (see further discussion below). Of these shares, 68,176 vested immediately and 204,532 are subject to the same time-based vesting conditions and performance vesting conditions as the shares issued in accordance with the Management Reorganization Consideration. The fair value of the awards was calculated initially as $12 per share, and will be updated thereafter for changes at each reporting period until the performance targets are approved by the Company’s board of directors. The fair value of the awards is recognized over the required service period for each grant. As of March 31, 2019 , 500,253 of the shares subject to time-based and performance vesting conditions were vested. Upon the closing of the IPO, the board of directors of the Company adopted 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 stockholders. The Company has reserved 3,006,582 shares of common stock for issuance under the 2018 Plan, and all future equity awards described above will be issued pursuant to the 2018 Plan. In June 2018, the Company issued 44,198 shares under the 2018 Plan that vest after one year. The fair value of the awards was calculated as $12 per share, which will be recognized over the one-year vesting period. In August 2018, the Company issued 45,004 shares under the 2018 Plan that vest after one year. The fair value of the awards was calculated as $7.67 per share, which will be recognized over the one -year vesting period. As of March 31, 2019 , none of the shares were vested. A summary of the Company’s restricted stock awards activity for the three months ended March 31, 2019 is as follows: Shares Weighted-Average Fair Value Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2018 1,198,703 $ 11.84 0.77 $ 10,009 Granted — — Forfeited (157,036 ) 12.00 Vested (500,253 ) 9.80 Outstanding as of March 31, 2019 541,414 $ 10.04 1.11 $ 3,465 During the three months ended March 31, 2019 and 2018, $208 and $0 of compensation expense, respectively, was recognized related to the shares issued in accordance with the Management Reorganization Consideration and the 2018 Plan. As of March 31, 2019 , total unrecognized stock-based compensation expense related to non-vested awards, net of estimated forfeitures, was approximately $1,124 , and is expected to be recognized over a weighted-average period of approximately 1.16 years. The total fair value of awards vested for the three months ended March 31, 2019 was $5,306 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are 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. Although the state’s authority to issue the bulk of the permits (i.e., the allowance to reclaim the original site with coal ash) was upheld, the portion of the permits that allows us to “cut and prepare” an additional portion of the site was held by the North Carolina Superior Court to exceed the relevant agency’s statutory authority. The North Carolina Superior Court’s decision was reversed and remanded back to the North Carolina Office of Administrative Hearing. A court stay expired on April 5, 2019. A new case schedule is expected to be issued soon. Allied and its affiliate, Allied Power Resources, LLC, have been 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, and which includes related class claims alleging violations of the Illinois Minimum Wage Law and the Pennsylvania Minimum Wage Act for failure to pay overtime. This case is 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, contingent upon court approval. With respect to such settlement, the parties are currently negotiating the settlement agreement and related documents to be submitted to the court for approval. In addition to the above matters, we are from time to time 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. 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. |
Business Segment and Related In
Business Segment and Related Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segment and Related Information | Business Segment and Related Information The Company has identified the following reportable segments, Environmental Solutions and Maintenance and Technical Services, as each met the quantitative threshold of generating revenues equal to or greater than 10% of the combined revenue of all operating segments. The accounting policies applied to determine the segment information are the same as those described under “Critical Accounting Policies and Estimates” in the Annual Report on Form 10-K for the year ended December 31, 2018. Management evaluates the performance of each segment based on segment gross profit, which is calculated as revenues less cost of sales. For the three months ended March 31, 2019 and 2018 , there were no intersegment revenues or other intersegment transactions. Segment assets are also evaluated by management based on each segment’s investment in property and equipment. Assets (other than property and equipment and goodwill) are not allocated to segments. Summarized financial information with respect to the reportable segments is as follows: Three Months Ended March 31, 2019 Environmental Solutions Maintenance and Technical Services All Other Total Segment revenue $ 58,383 $ 104,875 $ — $ 163,258 Segment gross profit 8,267 7,112 — 15,379 Segment depreciation and amortization expense 2,314 1,954 1,989 6,257 Expenditures for segment assets 3,771 3,369 — 7,140 Three Months Ended March 31, 2018 Environmental Solutions Maintenance and Technical Services All Other Total Segment revenue $ 47,785 $ 107,744 $ — $ 155,529 Segment gross profit 12,469 6,630 — 19,099 Segment depreciation and amortization expense 5,410 1,029 1,992 8,431 Expenditures for segment assets 1,242 2,131 — 3,373 As of March 31, 2019 Environmental Solutions Maintenance and Technical Services All Other Total Segment property and equipment, net $ 47,527 $ 40,226 $ 284 $ 88,037 Segment goodwill 57,591 16,622 — 74,213 As of December 31, 2018 Environmental Solutions Maintenance and Technical Services All Other Total Segment property and equipment, net $ 47,467 $ 41,155 $ 319 $ 88,941 Segment goodwill 57,591 16,622 — 74,213 The following is a reconciliation of segment gross profit to net (loss) income: Three Months Ended March 31, 2019 March 31, 2018 Segment gross profit $ 15,379 $ 19,099 General and administrative expenses (13,985 ) (14,382 ) Interest expense, net (5,052 ) (4,131 ) Income from equity method investment 554 587 Income tax provision 761 — Net (loss) income $ (2,343 ) $ 1,173 The following is a reconciliation of segment assets to total assets: As of March 31, 2019 As of December 31, 2018 Segment property and equipment, net $ 88,037 $ 88,941 Segment goodwill 74,213 74,213 Non-segment assets 302,923 295,747 Total assets $ 465,173 $ 458,901 Summarized financial information with respect to the types of revenue recognized is as follows: Three Months Ended March 31, 2019 Products Percentage of Completion Services Total Revenue $ 22,512 $ 26,911 $ 113,835 $ 163,258 Three Months Ended March 31, 2018 Products Percentage of Completion Services Total Revenue $ 4,165 $ 37,682 $ 113,682 $ 155,529 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision for the three months ended March 31, 2019 was $761 . For the three-month period ended March 31, 2018, the Company had no income tax benefit or expense as its subsidiaries previously operated as partnerships for income tax purposes and their income was taxed to their owners. The Company’s effective income tax rate for the three months ended March 31, 2019 was 24.52% . The effective income tax rate includes the effect of state income taxes, nondeductible items and benefits for noncontrolling interests. The difference between income taxes computed at the federal statutory rate of 21% and statutory state rates and the reported income taxes for the three months ended March 31, 2019 was primarily due to the impact of income attributable to the non-controlling interest, which is not subject to income tax at the Company level, and the impact of nondeductible items. 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 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 March 31, 2019 , deferred tax assets, net of deferred tax liabilities, was $3,508 . No valuation allowance has been recorded for the deferred tax assets as the Company has determined that it is more likely than not that the tax benefits related to the deferred tax assets will be realized. A valuation allowance is recorded if it is more likely than not that a portion of the Company’s deferred tax assets will not 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. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | Earnings Per Share Basic (loss) earnings per share is computed by dividing net (loss) income attributable to the Company’s stockholders by the weighted-average number of shares outstanding during the period. Diluted (loss) earnings per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net (loss) income 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. For the periods prior to the IPO, the average number of ordinary shares outstanding used to calculate basic and diluted (loss) earnings per share was based on the ordinary shares that were outstanding at the time of the IPO. As a result of the net loss per share for the three months ended March 31, 2019 , the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares (in thousands) of 991 were excluded from the computation of the weighted-average shares for diluted net loss per share for the three months ended March 31, 2019 . Basic and diluted (loss) earnings per share is determined using the following information: Three Months Ended March 31, 2019 March 31, 2018 Numerator: Net (loss) income attributable to Charah Solutions, Inc. $ (2,819 ) $ 806 Denominator (in thousands): Weighted-average shares outstanding 29,188 23,710 Dilutive share-based awards — 822 Total weighted-average shares outstanding, including dilutive shares 29,188 24,532 Basic (loss) earnings per share $ (0.10 ) $ 0.03 Diluted (loss) earnings per share $ (0.10 ) $ 0.03 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Description of Business Operations The Company is a leading provider of mission-critical environmental and maintenance services to the power generation industry, enabling our customers to address challenges related to the remediation of ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. We offer a suite of coal ash management and recycling, environmental remediation and outage maintenance services. The Company also designs and implements solutions for complex environmental projects (such as coal ash pond closures) and facilitates coal ash recycling through byproduct sales and other beneficial use services. The Company has corporate offices in Kentucky, Louisiana 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 financial 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 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 prior to 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 prior to the end of such five-year period. Basis for Presentation The Company’s fiscal year ends December 31. The accompanying unaudited condensed consolidated and combined financial statements include the assets, liabilities, stockholders’ and members’ equity, and results of operations of the Company and its consolidated and combined subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated and combined 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 and combined financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The core principle of Accounting Standards Codification (“ASC”) Topic 606 is to recognize revenues when a customer obtains control of a good or service, in an amount that reflects the consideration to which an entity is expected to be entitled for those goods or services. Additionally, this ASU requires enhanced qualitative and quantitative disclosures regarding customer contracts. This ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either a full retrospective transition method or a modified retrospective with cumulative effect transition method. To assess the impact of this ASU, we utilized internal resources to lead the implementation effort and supplemented them with external resources. The Company’s adoption activities were performed over three phases: (i) assessment, (ii) design and (iii) implementation using a cross-functional team that included accounting, operational and information technology personnel. Based on our work to date, we believe we have identified all material contract types, revenues and costs that may be impacted by implementing ASC Topic 606. Generally, the Company believes the majority of its contracts will have similar performance obligations under ASC Topic 606 as compared with the units of account previously identified. We have identified certain contracts where the timing of revenue recognition will change under ASC Topic 606. Prior to the adoption of ASC Topic 606, revenue recorded for certain contracts with fluctuating rates per unit matched the amount that was billed to the customer. In accordance with ASC Topic 606, for contracts with fluctuating rates per unit that are not directly related to changes in the Company’s effort to perform under the contract, the Company will recognize revenue based on the stand-alone selling price per unit, calculated as the average rate per unit over the term of those contractual rates. This accounting treatment will at times create a contract asset or liability for the difference between the revenue recognized and the amount billable/billed to the customer. As a calendar year-end emerging growth company that has elected to take advantage of the extended transition period for complying with new or revised financial accounting standards, we are required to adopt the new revenue standard for annual periods beginning on January 1, 2019, and for interim periods within annual periods beginning on January 1, 2020. Accordingly, the interim periods within the year ending December 31, 2019 will be reported under the existing revenue standard, ASC Topic 605, while the annual period for the year ending December 31, 2019 will be reported under ASC Topic 606. For the annual period for the year ending December 31, 2019, we will apply the requirements of ASC Topic 606 to all contracts using the modified retrospective with cumulative effect transition method. Accordingly, we will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings for the year ending December 31, 2019. The comparative information will not be restated and will continue to be reported under the accounting standards in effect for the comparative periods. Based upon our assessment of the impact of the adoption of ASC Topic 606, we estimate a decrease of approximately $300 to the opening balance of retained earnings as of January 1, 2019, with an associated decrease in the contract asset balance “costs and estimated earnings in excess of billings.” 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 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 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. This ASU will be effective for the Company for the year ending December 31, 2020, with early adoption permitted. The Company has not yet selected a transition method and is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . This ASU addresses specific cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and proceeds from the settlement of insurance claims. This ASU is effective for the Company for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) . This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Upon adopting this ASU, amounts generally described as restricted cash or restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statement of cash flows. ASU No. 2016-18 is effective for the Company for interim and annual periods beginning after December 15, 2018. The Company adopted ASU No. 2016-18 effective January 1, 2019, with retrospective application to our consolidated and combined statements of cash flows so that the consolidated and combined statements of cash flows present a reconciliation of the changes in cash and cash equivalents and restricted cash. The adoption of this ASU did not have a material impact to our consolidated financial statements. As a result of this retrospective adoption, the amount of cash and cash equivalents previously presented in the consolidated and combined statements of cash flows increased by $3,358 to reflect the inclusion of restricted cash in the amount reported for changes in cash, cash equivalents and restricted cash as of beginning and end of the period for the period from January 1, 2017 through January 12, 2017 and as of beginning of the period for the period from January 13, 2017 through December 31, 2017. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU simplifies the measurement of goodwill impairment by eliminating the requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment. Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. This ASU also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. The Company will be required to adopt ASU No. 2017-04 annual and any interim impairment tests for the periods beginning after December 15, 2019. ASU No. 2017-04 must be applied prospectively, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocation of purchase price for the acquisition has been reflected in the table below. Cash acquired $ 17 Net working capital, excluding cash 21,255 Property, plant and equipment 5,300 Trade name intangible assets 694 Customer relationship intangible assets 742 Technology 1,972 Non-compete and other agreements 289 Goodwill 745 Total purchase price $ 31,014 |
Business Acquisition, Pro Forma Information | The following unaudited information presents the pro forma consolidated revenue and net (loss) income for the three months ended March 31, 2019 and 2018 as if the acquisition had been included in the consolidated results of operations beginning January 1, 2017. Three Months Ended March 31, 2019 March 31, 2018 Pro forma revenue $ 163,258 $ 172,352 Pro forma net (loss) income attributable to Charah Solutions, Inc. (2,819 ) 1,467 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Summarized balance sheet information of our equity method investment entity is as follows: March 31, 2019 December 31, 2018 Current assets $ 2,581 $ 2,619 Noncurrent assets 480 508 Total assets $ 3,061 $ 3,127 Current liabilities 457 607 Equity of Charah 5,102 5,060 Equity of joint venture partner (2,498 ) (2,540 ) Total liabilities and members’ equity $ 3,061 $ 3,127 Summarized financial performance of our equity method investment entity is as follows: Three Months Ended March 31, 2019 March 31, 2018 Revenues $ 2,220 $ 2,365 Net income $ 1,108 $ 1,175 Charah Solutions’ share of net income $ 554 $ 587 The following table reflects our proportional ownership activity in our investment account: Three Months Ended March 31, 2019 March 31, 2018 Opening balance $ 5,060 $ 5,006 Distributions (512 ) (252 ) Share of net income 554 587 Equity investment acquired — 611 Closing balance $ 5,102 $ 5,952 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The Company’s goodwill and intangible assets consist of the following: March 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangibles Customer relationships $ 78,942 $ (17,017 ) $ 78,942 $ (15,044 ) Technology 2,003 (200 ) 2,003 (150 ) Non-compete and other agreements 289 (145 ) 289 (109 ) SCB trade name 694 (139 ) 694 (104 ) Rail easement 110 (110 ) 110 (88 ) Total $ 82,038 $ (17,611 ) $ 82,038 $ (15,495 ) Indefinite-lived intangibles Charah trade name $ 34,330 $ 34,330 Goodwill 74,213 74,213 Total $ 108,543 $ 108,543 |
Schedule Of Finite Lived Intangible Assets, Estimated Useful Life | As of March 31, 2019 and December 31, 2018 , definite-lived intangible assets included customer relationships, technology, non-compete and other agreements, SCB trade name (see Note 3) and a rail easement. These assets are amortized on a straight-line basis over their estimated useful lives as shown in the table below. Amortization expense was $ 2,116 and $ 1,960 during the three months ended March 31, 2019 and 2018 , respectively. Definite-Lived Intangible Asset Useful Life Customer relationships 10 years Technology 10 years Non-compete and other agreements 2 years SCB trade name 5 years Rail easement 2 years |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | 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 March 31, 2019 : March 31, 2019 December 31, 2018 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $5 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $3,852 as of March 31, 2019. $ 4,701 $ 4,949 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.61% to 6.80%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $11,269 as of March 31, 2019. 11,838 12,293 In June 2018, the Company entered into a $12,000 convertible, non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019, with a maturity date of April 10, 2024. Interest on borrowings prior to the conversion date was calculated using a floating rate equal to 2% in excess of LIBOR. Beginning with the conversion date, interest is calculated, at the Company’s election, either based on the aforementioned rate or at a fixed rate equal to 2% in excess of the five-year Swap Rate in effect at the conversion date. The note is secured by equipment with a net book value of $11,333 as of March 31, 2019. 11,955 8,299 A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The note is secured by equipment with a net book value of $7,925 as of March 31, 2019. 9,109 9,563 The Term Loan entered into in September 2018 as part of the Credit Facility (see Note 6). The interest rate applicable to the Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently LIBOR, or (ii) an alternative base rate (see Note 6). Principal payments of $2,563 are required quarterly through September 2020, $3,844 through September 2022 and $5,125 through September 2023. The remaining outstanding amounts will be due in September 2023. The loan is secured by substantially all of the assets of the Company, and is subject to certain financial covenants. 199,875 202,438 Total 237,478 237,542 Less debt issuance costs (3,081 ) (3,252 ) 234,397 234,290 Less current maturities (17,095 ) (23,268 ) Notes payable due after one year $ 217,302 $ 211,022 |
Costs and Estimated Earnings _2
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Costs in Excess of Billings and Billings in Excess of Costs | Costs and estimated earnings on uncompleted contracts are as follows: March 31, December 31, Costs incurred on uncompleted contracts $ 345,763 $ 314,700 Estimated earnings 96,935 96,176 Total costs and estimated earnings 442,698 410,876 Less billings to date (348,424 ) (325,518 ) Costs and estimated earnings in excess of billings $ 94,274 $ 85,358 The net balance in process classified on the unaudited condensed consolidated balance sheets is as follows: March 31, December 31, Costs and estimated earnings in excess of billings $ 95,326 $ 86,710 Billings in excess of costs and estimated earnings (1,052 ) (1,352 ) Net balance in process $ 94,274 $ 85,358 |
Stock_Unit Based Compensation (
Stock/Unit Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s restricted stock awards activity for the three months ended March 31, 2019 is as follows: Shares Weighted-Average Fair Value Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2018 1,198,703 $ 11.84 0.77 $ 10,009 Granted — — Forfeited (157,036 ) 12.00 Vested (500,253 ) 9.80 Outstanding as of March 31, 2019 541,414 $ 10.04 1.11 $ 3,465 |
Business Segment and Related _2
Business Segment and Related Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information with respect to the reportable segments is as follows: Three Months Ended March 31, 2019 Environmental Solutions Maintenance and Technical Services All Other Total Segment revenue $ 58,383 $ 104,875 $ — $ 163,258 Segment gross profit 8,267 7,112 — 15,379 Segment depreciation and amortization expense 2,314 1,954 1,989 6,257 Expenditures for segment assets 3,771 3,369 — 7,140 Three Months Ended March 31, 2018 Environmental Solutions Maintenance and Technical Services All Other Total Segment revenue $ 47,785 $ 107,744 $ — $ 155,529 Segment gross profit 12,469 6,630 — 19,099 Segment depreciation and amortization expense 5,410 1,029 1,992 8,431 Expenditures for segment assets 1,242 2,131 — 3,373 As of March 31, 2019 Environmental Solutions Maintenance and Technical Services All Other Total Segment property and equipment, net $ 47,527 $ 40,226 $ 284 $ 88,037 Segment goodwill 57,591 16,622 — 74,213 As of December 31, 2018 Environmental Solutions Maintenance and Technical Services All Other Total Segment property and equipment, net $ 47,467 $ 41,155 $ 319 $ 88,941 Segment goodwill 57,591 16,622 — 74,213 |
Reconciliation of Revenue from Segments to Consolidated | The following is a reconciliation of segment gross profit to net (loss) income: Three Months Ended March 31, 2019 March 31, 2018 Segment gross profit $ 15,379 $ 19,099 General and administrative expenses (13,985 ) (14,382 ) Interest expense, net (5,052 ) (4,131 ) Income from equity method investment 554 587 Income tax provision 761 — Net (loss) income $ (2,343 ) $ 1,173 |
Reconciliation of Assets from Segment to Consolidated | The following is a reconciliation of segment assets to total assets: As of March 31, 2019 As of December 31, 2018 Segment property and equipment, net $ 88,037 $ 88,941 Segment goodwill 74,213 74,213 Non-segment assets 302,923 295,747 Total assets $ 465,173 $ 458,901 |
Schedule of Types of Revenue And Gross Profit Recognized | Summarized financial information with respect to the types of revenue recognized is as follows: Three Months Ended March 31, 2019 Products Percentage of Completion Services Total Revenue $ 22,512 $ 26,911 $ 113,835 $ 163,258 Three Months Ended March 31, 2018 Products Percentage of Completion Services Total Revenue $ 4,165 $ 37,682 $ 113,682 $ 155,529 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted (loss) earnings per share is determined using the following information: Three Months Ended March 31, 2019 March 31, 2018 Numerator: Net (loss) income attributable to Charah Solutions, Inc. $ (2,819 ) $ 806 Denominator (in thousands): Weighted-average shares outstanding 29,188 23,710 Dilutive share-based awards — 822 Total weighted-average shares outstanding, including dilutive shares 29,188 24,532 Basic (loss) earnings per share $ (0.10 ) $ 0.03 Diluted (loss) earnings per share $ (0.10 ) $ 0.03 |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation (Details) - shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2019 | Jun. 17, 2018 | |
Bernhard Capital Partners Management, LP (BCP) | Common Stock | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Equity interest contributed in exchange for shares of stock (in shares) | 17,514,745 | |
CEP Holdings, Inc. | Common Stock | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Equity interest contributed in exchange for shares of stock (in shares) | 4,605,465 | |
Charah Management Holdings LLC | Common Stock | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Equity interest contributed in exchange for shares of stock (in shares) | 907,113 | |
Allied Management Holdings, LLC | Common Stock | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Equity interest contributed in exchange for shares of stock (in shares) | 409,075 | |
Pro Forma | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Effective income tax rate | 25.00% |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 12, 2017 | Dec. 31, 2017 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained earnings (accumulated deficit) | $ (6,595) | $ (9,414) | |||
Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained earnings (accumulated deficit) | $ 300 | ||||
Accounting Standards Update 2016-18 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in cash and cash equivalents | $ 3,358 | $ 3,358 |
Business Combination - Charah M
Business Combination - Charah Management (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 74,213 | $ 74,213 |
Business Combination - SBC Mate
Business Combination - SBC Materials International, Inc. (Details) - USD ($) $ in Thousands | Nov. 14, 2018 | Mar. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 74,213 | $ 74,213 | ||
SBC Materials International, Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 35,000 | |||
Payment at closing | 20,000 | |||
Additional payment to be paid based on certain performance metrics | 15,000 | |||
Goodwill, expected tax deductible amount | $ 2,025 | |||
Reduction in purchase price to be paid over time | $ 3,300 | |||
Present value of future payments, discount rate | 2.50% | |||
Present value of future payments | $ 11,014 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Cash acquired | 17 | |||
Net working capital, excluding cash | 21,255 | |||
Property, plant and equipment | 5,300 | |||
Total purchase price | 31,014 | |||
SBC Materials International, Inc. | Trade name intangible assets | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | 694 | |||
SBC Materials International, Inc. | Customer relationship intangible assets | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | 742 | |||
SBC Materials International, Inc. | Technology | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | 1,972 | |||
SBC Materials International, Inc. | Non-compete and other agreements | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | 289 | |||
Goodwill | $ 745 |
Business Combination - Pro Form
Business Combination - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Combinations [Abstract] | ||
Pro forma revenue | $ 163,258 | $ 172,352 |
Pro forma net (loss) income attributable to Charah Solutions, Inc. | $ (2,819) | 1,467 |
Direct acquisition costs | $ 413 |
Equity Method Investments - Sum
Equity Method Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | |||
Receivable due from equity method investment | $ 200 | $ 108 | |
Current assets | 2,581 | 2,619 | |
Noncurrent assets | 480 | 508 | |
Total assets | 3,061 | 3,127 | |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | |||
Current liabilities | 457 | 607 | |
Equity of Charah | 5,102 | 5,060 | |
Equity of joint venture partner | (2,498) | (2,540) | |
Total liabilities and members’ equity | 3,061 | $ 3,127 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Revenues | 2,220 | $ 2,365 | |
Net income | 1,108 | 1,175 | |
Charah Solutions’ share of net income | $ 554 | $ 587 |
Equity Method Investments - Own
Equity Method Investments - Ownership (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity Method Investment, Proportional Ownership Activity [Roll Forward] | ||
Opening balance | $ 5,060 | $ 5,006 |
Distributions | (512) | (252) |
Share of net income | 554 | 587 |
Equity investment acquired | 0 | 611 |
Closing balance | $ 5,102 | $ 5,952 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 30, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 82,038 | $ 82,038 | ||
Accumulated Amortization | (17,611) | (15,495) | ||
Goodwill | 74,213 | 74,213 | ||
Total | 108,543 | 108,543 | ||
Amortization of intangible assets | 2,116 | $ 1,960 | ||
Goodwill | 74,213 | 74,213 | ||
Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 78,942 | 78,942 | ||
Accumulated Amortization | $ (17,017) | (15,044) | ||
Useful Life | 10 years | |||
Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 2,003 | 2,003 | ||
Accumulated Amortization | $ (200) | (150) | ||
Useful Life | 10 years | |||
Non-compete and other agreements | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 289 | 289 | ||
Accumulated Amortization | $ (145) | (109) | ||
Useful Life | 2 years | |||
SCB trade name | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 694 | 694 | ||
Accumulated Amortization | $ (139) | (104) | ||
Useful Life | 5 years | |||
Rail easement | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 110 | 110 | ||
Accumulated Amortization | $ (110) | (88) | ||
Useful Life | 2 years | |||
SBC Materials International, Inc. | Non-compete and other agreements | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 745 | |||
SCB trade name | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Charah trade name | $ 34,330 | $ 34,330 |
Credit Agreement (Details)
Credit Agreement (Details) | 1 Months Ended | |||||||
Sep. 30, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 30, 2020 | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 21, 2018USD ($) | |
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 234,397,000 | $ 234,290,000 | ||||||
Line of credit | 20,500,000 | $ 19,799,000 | ||||||
Revolving Credit Facility | Line of Credit | Syndicated Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial commitment | 50,000,000 | $ 50,000,000 | ||||||
Line of credit | 20,500,000 | |||||||
Term Loan | Line of Credit | Syndicated Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial commitment | 205,000,000 | |||||||
Loan Commitment | Line of Credit | Syndicated Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial commitment | $ 25,000,000 | |||||||
Letter of Credit | Line of Credit | Syndicated Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 11,980,000 | |||||||
Minimum | Line of Credit | Syndicated Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee percentage | 0.25% | |||||||
Commitment fee percentage | 1.30% | |||||||
Leverage ratio | 2.79 | 1.20 | ||||||
Fixed charge coverage ratio | 2.27 | 1.20 | ||||||
Maximum | Line of Credit | Syndicated Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee percentage | 0.35% | |||||||
Commitment fee percentage | 2.10% | |||||||
Scenario, Forecast | Minimum | Line of Credit | Syndicated Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 3 | 3.25 | 3.50 | 3.75 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | Apr. 10, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Debt Instrument [Line Items] | ||||
Total | $ 237,478 | $ 237,542 | ||
Less debt issuance costs | (3,081) | (3,252) | ||
Long-term debt | 234,397 | 234,290 | ||
Less current maturities | (17,095) | (23,268) | ||
Notes payable due after one year | 217,302 | 211,022 | ||
Quarterly principal payments through September 2020 | 2,563 | |||
Quarterly principal payments through September 2022 | 3,844 | |||
Quarterly principal payments through September 2023 | 5,125 | |||
Notes Payable | Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | ||||
Debt Instrument [Line Items] | ||||
Total | 4,701 | 4,949 | ||
Equipment net book value | $ 3,852 | |||
Interest rate | 5.20% | |||
Notes Payable | Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Monthly installments | $ 5 | |||
Notes Payable | Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Monthly installments | 24 | |||
Notes Payable | Equipment Notes Payable, 5.90% and 6.80% Due March 2023 Through May 2025 | ||||
Debt Instrument [Line Items] | ||||
Total | 11,838 | 12,293 | ||
Equipment net book value | 11,269 | |||
Notes Payable | Equipment Notes Payable, 5.90% and 6.80% Due March 2023 Through May 2025 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Monthly installments | $ 1 | |||
Interest rate | 5.61% | |||
Notes Payable | Equipment Notes Payable, 5.90% and 6.80% Due March 2023 Through May 2025 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Monthly installments | $ 39 | |||
Interest rate | 6.80% | |||
Notes Payable | Equipment Notes Payable Two, 5.90% and 6.80% Due March 2023 Through May 2025 | ||||
Debt Instrument [Line Items] | ||||
Total | $ 11,955 | 8,299 | ||
Line of Credit | Non Revolving Credit Note | ||||
Debt Instrument [Line Items] | ||||
Equipment net book value | 11,333 | |||
Initial commitment | $ 12,000 | |||
Line of Credit | Non Revolving Credit Note | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
Line of Credit | 4.5% Equipment Line Of Credit | ||||
Debt Instrument [Line Items] | ||||
Total | 9,109 | 9,563 | ||
Long-term debt | 7,925 | |||
Initial commitment | $ 10,000 | |||
Interest rate | 4.50% | |||
Line of Credit | Syndicated Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total | $ 199,875 | $ 202,438 | ||
Subsequent Event | Term Loan | Non Revolving Credit Note | 5 Year Swap Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - Interest Rate Swap - Not Designated as Hedging Instrument - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivatives, Fair Value [Line Items] | |||
Derivative, notional amount | $ 150,000,000 | $ 150,000,000 | |
Gain (loss) on derivative | (1,362,000) | $ 1,623,000 | |
Other Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability, fair value | $ 471,000 | ||
Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative asset, fair value | $ 891,000 |
Costs and Estimated Earnings _3
Costs and Estimated Earnings on Uncompleted Contracts - Activity (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Costs incurred on uncompleted contracts | $ 345,763 | $ 314,700 |
Estimated earnings | 96,935 | 96,176 |
Total costs and estimated earnings | 442,698 | 410,876 |
Less billings to date | (348,424) | (325,518) |
Costs and estimated earnings in excess of billings | $ 94,274 | $ 85,358 |
Costs and Estimated Earnings _4
Costs and Estimated Earnings on Uncompleted Contracts - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Costs and estimated earnings in excess of billings | $ 95,326 | $ 86,710 |
Billings in excess of costs and estimated earnings | (1,052) | (1,352) |
Costs and estimated earnings in excess of billings | 94,274 | 85,358 |
Long term contracts, loss accrual | $ 1,140 | $ 677 |
Stock_Unit Based Compensation -
Stock/Unit Based Compensation - Additional Information (Details) - USD ($) | Jun. 18, 2018 | Jan. 12, 2017 | Aug. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted in period (in units) | 0 | ||||||
Unvested units outstanding (in units) | 541,414 | 1,198,703 | |||||
Weighted average grant date fair value (in dollars per share) | $ 0 | ||||||
Vested (in shares) | (500,253) | ||||||
2018 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 1,124,000 | ||||||
Compensation expense | $ 208,000 | $ 0 | |||||
Compensation cost not yet recognized, period for recognition | 1 year 1 month 28 days | ||||||
Options, vested in period, fair value | $ 5,306,000 | ||||||
2018 Omnibus Incentive Plan | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized to be issued (in units) | 3,006,582 | ||||||
Vesting period | 1 year | 1 year | |||||
Issuance of shares (in shares) | 45,004 | 44,198 | |||||
Grant date fair value (in dollars per share) | $ 7.67 | $ 12 | |||||
Charah Management LLC | Series C Profits Interests Plan | Series C Profits Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized to be issued (in units) | 1,000 | ||||||
Granted in period (in units) | 650 | ||||||
Vesting period | 5 years | ||||||
Unvested units outstanding (in units) | 540 | ||||||
Assumed volatility rate | 30.00% | ||||||
Weighted average grant date fair value (in dollars per share) | $ 3,198 | ||||||
Unrecognized compensation cost | $ 2,100,000 | ||||||
Compensation expense | $ 0 | 110,000 | |||||
Allied Power Management, LLC | Series B Membership Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 0 | $ 2,080,000 | |||||
Allied Power Management, LLC | Allied Series C Profits Interests Plan | Allied Series C Profits Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized to be issued (in units) | 1,000 | ||||||
Granted in period (in units) | 550 | ||||||
Assumed volatility rate | 32.50% | ||||||
Weighted average grant date fair value (in dollars per share) | $ 69 | ||||||
Compensation expense | $ 0 | ||||||
Predecessor | Allied Power Management, LLC | Series B Membership Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 0 | ||||||
Holders Of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares (in shares) | 1,215,956 | ||||||
Vested (in shares) | (303,993) | ||||||
Holders Of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares (in shares) | 911,963 | ||||||
Holders Of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value (in dollars per share) | $ 12 | ||||||
Holders Of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | 2018 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares (in shares) | 272,708 | ||||||
Vested (in shares) | (68,176) | ||||||
Vesting Over One Year | Holders Of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | 2018 Omnibus Incentive Plan | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares (in shares) | 204,532 |
Stock_Unit Based Compensation_2
Stock/Unit Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Shares | ||
Beginning balance (in shares) | 1,198,703 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (157,036) | |
Vested (in shares) | (500,253) | |
Ending balance (in shares) | 541,414 | 1,198,703 |
Weighted-Average Fair Value | ||
Beginning balance (in dollars per share) | $ 11.84 | |
Granted (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 12 | |
Vested (in dollars per share) | 9.80 | |
Ending balance (in dollars per share) | $ 10.04 | $ 11.84 |
Weighted-Average Remaining Contractual Terms (Years) | 1 year 1 month 10 days | 9 months 7 days |
Aggregate Intrinsic Value | $ 3,465 | $ 10,009 |
Business Segment and Related _3
Business Segment and Related Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 163,258 | $ 155,529 | |
Segment gross profit | 15,379 | 19,099 | |
Segment depreciation and amortization expense | 6,257 | 8,431 | |
Expenditures for segment assets | 7,140 | 3,373 | |
Segment property and equipment, net | 88,037 | $ 88,941 | |
Segment goodwill | 74,213 | 74,213 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Segment gross profit | 15,379 | 19,099 | |
Operating Segments | Environmental Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenue | 58,383 | 47,785 | |
Segment gross profit | 8,267 | 12,469 | |
Segment depreciation and amortization expense | 2,314 | 5,410 | |
Expenditures for segment assets | 3,771 | 1,242 | |
Segment property and equipment, net | 47,527 | 47,467 | |
Segment goodwill | 57,591 | 57,591 | |
Operating Segments | Maintenance and Technical Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 104,875 | 107,744 | |
Segment gross profit | 7,112 | 6,630 | |
Segment depreciation and amortization expense | 1,954 | 1,029 | |
Expenditures for segment assets | 3,369 | 2,131 | |
Segment property and equipment, net | 40,226 | 41,155 | |
Segment goodwill | 16,622 | 16,622 | |
Non-segment | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Segment gross profit | 0 | 0 | |
Segment depreciation and amortization expense | 1,989 | 1,992 | |
Expenditures for segment assets | 0 | $ 0 | |
Segment property and equipment, net | 284 | 319 | |
Segment goodwill | $ 0 | $ 0 |
Business Segment and Related _4
Business Segment and Related Information - Reconciliation Of Segment Gross Profit to Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Segment gross profit | $ 15,379 | $ 19,099 |
General and administrative expenses | 13,985 | 14,382 |
Interest expense, net | (5,052) | (4,131) |
Income from equity method investment | 554 | 587 |
Income tax provision | (761) | 0 |
Net (loss) income | (2,343) | 1,173 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Segment gross profit | 15,379 | 19,099 |
Segment Reconciling Items | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
General and administrative expenses | (13,985) | (14,382) |
Interest expense, net | (5,052) | (4,131) |
Income from equity method investment | 554 | 587 |
Income tax provision | $ 761 | $ 0 |
Business Segment and Related _5
Business Segment and Related Information - Reconciliation of Segment Assets to Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment property and equipment, net | $ 88,037 | $ 88,941 |
Goodwill | 74,213 | 74,213 |
Assets | 465,173 | 458,901 |
Non-segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Segment property and equipment, net | 284 | 319 |
Goodwill | 0 | 0 |
Non-segment assets | $ 302,923 | $ 295,747 |
Business Segment and Related _6
Business Segment and Related Information - Revenue Types and Gross Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 163,258 | $ 155,529 |
Products | ||
Segment Reporting Information [Line Items] | ||
Revenue | 22,512 | 4,165 |
Percentage of Completion | ||
Segment Reporting Information [Line Items] | ||
Revenue | 26,911 | 37,682 |
Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 113,835 | $ 113,682 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ (761) | $ 0 |
Effective income tax rate | 24.52% | |
Deferred tax assets, net | $ 3,508 |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income (loss) attributable to Charah Solutions, Inc. | $ (2,819) | $ 806 |
Denominator (in thousands): | ||
Weighted-average shares outstanding used in (loss) earnings per common share, basic (in shares) | 29,187,788 | 23,710,303 |
Dilutive share-based awards (in shares) | 0 | 822,000 |
Total weighted average shares outstanding, including dilutive shares (in shares) | 29,187,788 | 24,532,003 |
Basic (loss) earnings per common share (in dollars per share) | $ (0.10) | $ 0.03 |
Diluted (loss) earnings per common share (in dollars per share) | $ (0.10) | $ 0.03 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 991,000 |