Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-38523 | ||
Entity Registrant Name | CHARAH SOLUTIONS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-4228671 | ||
Entity Address, Address Line One | 12601 Plantside Drive | ||
Entity Address, City or Town | Louisville | ||
Entity Address, State or Province | KY | ||
Entity Address, Postal Zip Code | 40299 | ||
City Area Code | 502 | ||
Local Phone Number | 245-1353 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 65,945,742 | ||
Entity Common Stock, Shares Outstanding | 33,407,806 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2022 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K to the extent described herein. | ||
Entity Central Index Key | 0001730346 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | CHRA | ||
Security Exchange Name | NYSE | ||
Senior Notes | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 8.50% Senior Notes due 2026 | ||
Trading Symbol | CHRB | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Louisville, Kentucky |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 24,266 | $ 24,787 |
Restricted cash | 34,908 | 4,424 |
Trade accounts receivable, net | 49,303 | 46,609 |
Receivable from affiliate | 0 | 182 |
Contract assets | 26,844 | 18,329 |
Inventory | 6,289 | 5,917 |
Income tax receivable | 0 | 260 |
Prepaid expenses and other current assets | 6,113 | 5,287 |
Total current assets | 147,723 | 105,795 |
Real estate, property and equipment, net | 70,473 | 49,470 |
Goodwill | 62,193 | 62,193 |
Intangible assets, net | 53,531 | 61,426 |
Equity method investments | 7 | 831 |
Other assets | 10,180 | 1,245 |
Total assets | 344,107 | 280,960 |
Current liabilities: | ||
Accounts payable | 30,641 | 15,613 |
Contract liabilities | 6,199 | 6,295 |
Capital lease obligations, current portion | 6,979 | 2,199 |
Notes payable, current maturities | 7,567 | 22,308 |
Asset retirement obligation | 27,534 | 2,043 |
Accrued liabilities | 36,874 | 34,937 |
Other liabilities | 460 | 935 |
Total current liabilities | 116,254 | 84,330 |
Deferred tax liabilities | 949 | 368 |
Contingent payments for acquisitions | 1,950 | 1,950 |
Asset retirement obligation | 14,879 | 3,116 |
Line of credit | 0 | 12,003 |
Capital lease obligations less current portion | 19,444 | 4,485 |
Notes payable, less current maturities | 133,661 | 124,969 |
Other liabilities | 641 | 2,000 |
Total liabilities | 287,778 | 233,221 |
Commitments and contingencies | ||
Mezzanine equity | ||
Series A Preferred Stock — $0.01 par value; 50 shares authorized, 26 shares issued and outstanding as of December 31, 2021; aggregate liquidation preference of $32,712 and $28,783 as of December 31, 2021 and 2020, respectively | 35,532 | 27,423 |
Stockholders’ equity | ||
Retained losses | (94,679) | (88,865) |
Common Stock — $0.01 par value; 200,000 shares authorized, 33,408 and 30,077 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 334 | 300 |
Additional paid-in capital | 114,880 | 108,471 |
Total stockholders’ equity | 20,535 | 19,906 |
Non-controlling interest | 262 | 410 |
Total equity | 20,797 | 20,316 |
Total liabilities and equity | $ 344,107 | $ 280,960 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series A Preferred Stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Series A Preferred Stock, shares outstanding (in shares) | 26,000 | 26,000 |
Series A Preferred Stock, shares issued (in shares) | 26,000 | |
Series A Preferred Stock, aggregate liquidation preference | $ 32,712 | $ 28,783 |
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) | 33,408,000 | 30,077,000 |
Common stock, shares outstanding (in shares) | 33,408,000 | 30,077,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 293,219 | $ 232,377 | $ 244,661 |
Cost of sales | (267,321) | (209,570) | (223,386) |
Gross profit | 25,898 | 22,807 | 21,275 |
General and administrative expenses | (42,189) | (34,064) | (51,085) |
Gain on sales-type lease | 5,568 | 0 | 0 |
Gains on sales of real estate, property and equipment, net | 23,543 | 0 | 0 |
Gain on ARO settlement | 3,623 | 0 | 0 |
Other operating expenses from ERT services | (5,078) | 0 | 0 |
Reduction in purchase price to be paid over time | 0 | 9,702 | 0 |
Impairment expense | (827) | (38,014) | 0 |
Operating income (loss) | 10,538 | (39,569) | (29,810) |
Interest expense, net | (15,227) | (13,774) | (14,624) |
Loss on extinguishment of debt | (638) | (8,603) | 0 |
Income (loss) from equity method investment | 191 | (2,516) | 2,295 |
Loss from continuing operations before income taxes | (5,136) | (64,462) | (42,139) |
Income tax expense (benefit) | (661) | 914 | (4,190) |
Loss from continuing operations, net of tax | (5,797) | (63,548) | (46,329) |
Income from discontinued operations, net of tax | 0 | 8,883 | 7,105 |
Net loss | (5,797) | (54,665) | (39,224) |
Less income attributable to non-controlling interest | 17 | 1,198 | 2,834 |
Net loss attributable to Charah Solutions, Inc. | (5,814) | (55,863) | (42,058) |
Amounts attributable to Charah Solutions, Inc. | |||
Loss from continuing operations, net of tax and non-controlling interest | (5,814) | (64,746) | (49,163) |
Deemed and imputed dividends on Series A Preferred Stock | (592) | (461) | 0 |
Series A Preferred Stock dividends | (8,156) | (4,064) | 0 |
Net loss from continuing operations attributable to common stockholders | (14,562) | (69,271) | (49,163) |
Net income from discontinued operations | 0 | 8,883 | 7,105 |
Net loss attributable to common stockholders | $ (14,562) | $ (60,388) | $ (42,058) |
Net (loss) income from continuing operations per common share | |||
Basic (in dollars per share) | $ (0.46) | $ (2.32) | $ (1.67) |
Diluted (in dollars per share) | (0.46) | (2.32) | (1.67) |
Net income (loss) from discontinued operations per common share | |||
Basic (in dollars per share) | 0 | 0.30 | 0.24 |
Diluted (in dollars per share) | 0 | 0.30 | 0.24 |
Net loss attributable to common stockholders per common share | |||
Basic (in dollars per share) | (0.46) | (2.02) | (1.43) |
Diluted (in dollars per share) | $ (0.46) | $ (2.02) | $ (1.43) |
Weighted-average shares outstanding used in loss per common share: | |||
Basic (in shares) | 31,573 | 29,897 | 29,495 |
Diluted (in shares) | 31,573 | 29,897 | 29,495 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total | TotalCumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Retained Earnings (Losses) | Retained Earnings (Losses)Cumulative Effect, Period of Adoption, Adjustment | Non-Controlling Interest |
Ending balance (in shares) at Dec. 31, 2019 | 0 | ||||||||
Ending balance at Dec. 31, 2019 | $ 0 | ||||||||
Balance beginning of period (in shares) at Dec. 31, 2018 | 29,082,988 | ||||||||
Balance beginning of period, stockholders' equity at Dec. 31, 2018 | 93,390 | $ (358) | $ 92,585 | $ (358) | $ 291 | $ 82,880 | $ 9,414 | $ (358) | $ 805 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (39,224) | (42,058) | (42,058) | 2,834 | |||||
Share based compensation expense | 2,513 | 2,513 | 2,513 | ||||||
Distributions | (2,847) | 0 | (2,847) | ||||||
Shares issued under share-based compensation plan (in shares) | 568,500 | ||||||||
Shares issued under share-based compensation plan | 0 | 0 | $ 5 | (5) | |||||
Taxes paid related to net settlement of shares (in shares) | (28,653) | ||||||||
Taxes paid related to net settlement of shares | (201) | (201) | (201) | ||||||
Balance end of period (in shares) at Dec. 31, 2019 | 29,622,835 | ||||||||
Balance end of period, stockholders' equity at Dec. 31, 2019 | $ 53,273 | 52,481 | $ 296 | 85,187 | (33,002) | 792 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | 26,000 | ||||||||
Issuance of Series A Preferred Stock, net of issuance costs | $ 24,253 | ||||||||
Deemed and imputed dividends on Series A Preferred Stock | $ 3,169 | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 26,000 | ||||||||
Ending balance at Dec. 31, 2020 | $ 27,423 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (54,665) | (55,863) | (55,863) | 1,198 | |||||
Share based compensation expense | 2,539 | 2,539 | 2,539 | ||||||
Issuance of common stock/Issuance of Series A Preferred Stock, net of issuance costs | 0 | 0 | |||||||
Distributions | (1,580) | 0 | (1,580) | ||||||
Shares issued under share-based compensation plan (in shares) | 549,705 | ||||||||
Shares issued under share-based compensation plan | 0 | 0 | $ 5 | (5) | |||||
Taxes paid related to net settlement of shares (in shares) | (95,522) | ||||||||
Taxes paid related to net settlement of shares | (232) | (232) | $ (1) | (231) | |||||
Contribution from sale of subsidiary to entity under common control | 25,506 | 25,506 | 25,506 | ||||||
Deemed and imputed dividends on Series A Preferred Stock | (461) | (461) | (461) | ||||||
Dividends, Preferred Stock | $ (4,064) | (4,064) | (4,064) | ||||||
Balance end of period (in shares) at Dec. 31, 2020 | 30,077,000 | 30,077,018 | |||||||
Balance end of period, stockholders' equity at Dec. 31, 2020 | $ 20,316 | 19,906 | $ 300 | 108,471 | (88,865) | 410 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Deemed and imputed dividends on Series A Preferred Stock | $ 8,109 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 26,000 | ||||||||
Ending balance at Dec. 31, 2021 | $ 35,532 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (5,797) | (5,814) | (5,814) | 17 | |||||
Share based compensation expense | 2,702 | 2,702 | 2,702 | ||||||
Issuance of common stock (in shares) | 2,889,000 | ||||||||
Issuance of common stock/Issuance of Series A Preferred Stock, net of issuance costs | 13,000 | 13,000 | $ 29 | 12,971 | |||||
Distributions | (165) | 0 | (165) | ||||||
Shares issued under share-based compensation plan (in shares) | 535,417 | ||||||||
Shares issued under share-based compensation plan | 1 | 1 | $ 6 | (5) | |||||
Taxes paid related to net settlement of shares (in shares) | (93,518) | ||||||||
Taxes paid related to net settlement of shares | (512) | (512) | $ (1) | (511) | |||||
Deemed and imputed dividends on Series A Preferred Stock | (592) | (592) | (592) | ||||||
Dividends, Preferred Stock | $ (8,156) | (8,156) | (8,156) | ||||||
Balance end of period (in shares) at Dec. 31, 2021 | 33,408,000 | 33,407,806 | |||||||
Balance end of period, stockholders' equity at Dec. 31, 2021 | $ 20,797 | $ 20,535 | $ 334 | $ 114,880 | $ (94,679) | $ 262 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (5,797) | $ (54,665) | $ (39,224) |
Adjustments to reconcile net loss to net cash and restricted cash (used in) provided by operating activities: | |||
Depreciation and amortization | 24,612 | 19,886 | 23,437 |
Loss on extinguishment of debt | 638 | 8,603 | 0 |
Paid-in-kind interest on long-term debt | 2,844 | 4,448 | 0 |
Impairment expense | 827 | 40,772 | 0 |
Amortization of debt issuance costs | 1,086 | 599 | 1,206 |
Deferred income tax expense (benefit) | 581 | (834) | 4,359 |
Gain on sales-type lease | (5,568) | 0 | 0 |
(Gain) loss on sales of real estate, property and equipment | (23,436) | 708 | 2,376 |
(Income) loss from equity method investment | (191) | 2,516 | (2,295) |
Distributions received from equity investment | 0 | 1,731 | 2,277 |
Non-cash share-based compensation | 2,702 | 2,539 | 2,513 |
Loss (gain) on interest rate swap | 270 | (181) | 2,006 |
Interest rate swap settlement | (745) | 0 | 0 |
Gain on ARO settlement | (3,623) | 0 | 0 |
Gain on change in contingent payment liability | 0 | (9,702) | 0 |
Interest accreted on contingent payments for acquisition | 0 | 171 | 267 |
Increase (decrease) in cash and restricted cash due to changes in: | |||
Trade accounts receivable | 105 | (21,791) | 10,208 |
Contract assets and liabilities | (8,612) | 8,025 | 65,299 |
Inventory | (803) | 6,037 | 11,085 |
Accounts payable | 13,636 | (457) | (69) |
Asset retirement obligation | (9,712) | (9,694) | (10,934) |
Accrued expenses and other liabilities | 1,020 | 13,811 | (3,858) |
Net cash and restricted cash (used in) provided by operating activities | (10,166) | 12,522 | 68,653 |
Cash flows from investing activities: | |||
Proceeds from the sales of real estate, property and equipment | 36,383 | 1,517 | 2,312 |
Purchases of property and equipment | (8,499) | (4,304) | (18,071) |
Proceeds from sale-leaseback transaction | 0 | 7,000 | 0 |
Cash and restricted cash received from ERT transaction | 34,900 | 0 | 0 |
Payments of working capital adjustment and other items for the sale of subsidiary | (7,367) | 0 | 0 |
Proceeds from the sale of subsidiary, net of subsidiary cash | 0 | 37,860 | 0 |
Distributions received from equity method investment | 1,015 | 0 | 0 |
Net cash and restricted cash provided by (used in) investing activities | 56,432 | 42,073 | (15,759) |
Cash flows from financing activities: | |||
Net payments on line of credit | (12,003) | (6,997) | (799) |
Proceeds from senior unsecured notes | 135,000 | 0 | 0 |
Proceeds from term loan | 0 | 15,000 | 10,000 |
Proceeds from promissory note | 17,852 | 0 | 0 |
Proceeds from equipment and other debt | 3,449 | 3,897 | 10,843 |
Principal payments on term loan | (128,083) | (46,397) | (60,250) |
Principal payments on promissory note | (17,852) | 0 | 0 |
Principal payments on equipment and other debt | (8,841) | (17,599) | (9,018) |
Payments of debt issuance costs | (13,380) | (1,623) | (1,394) |
Principal payments on capital lease obligations | (4,768) | (316) | 0 |
Taxes paid related to net settlement of shares | (512) | (150) | (201) |
Net proceeds from issuance of convertible Series A Preferred Stock | 0 | 24,253 | 0 |
Proceeds from issuance of common stock | 13,000 | 0 | 0 |
Distributions to non-controlling interest | (165) | (1,580) | (2,847) |
Net cash and restricted cash (used in) financing activities | (16,303) | (31,512) | (53,666) |
Net increase (decrease) in cash and restricted cash | 29,963 | 23,083 | (772) |
Cash and restricted cash, beginning of period | 29,211 | 6,128 | 6,900 |
Cash and restricted cash, end of period | 59,174 | 29,211 | 6,128 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the year for interest | 12,579 | 13,331 | 12,044 |
Cash paid (refunded) during the year for taxes | 884 | (942) | (1,833) |
Supplemental disclosures and non-cash investing and financing transactions: | |||
Gross proceeds from revolving loan included in line of credit | 85,820 | 118,895 | 134,914 |
Gross payments on revolving loan included in line of credit | 73,817 | 125,892 | 135,713 |
Equipment acquired through capital leases | 24,508 | 0 | 0 |
Sale of structural fill asset through a sales-type lease | 6,000 | 0 | 0 |
Deemed and imputed dividends on Series A Preferred Stock | 8,109 | 3,169 | 0 |
Non-cash Series A Preferred Stock dividends included in accrued expenses | 1,994 | 1,356 | 0 |
Proceeds from the sale of equipment in accounts receivable, net | 1,313 | 0 | 0 |
Changes in property and equipment included in accounts payables and accrued expenses | 1,187 | 205 | 1,245 |
Debt issuance costs included in accounts payable and accrued expenses | 102 | 0 | 0 |
Property and equipment reduction due to sale-leaseback | 0 | 7,000 | 0 |
Working capital owed related to sale of subsidiary included in accrued expenses | 0 | 6,954 | 0 |
Sale of equipment through the issuance of a note receivable | 0 | 1,450 | 0 |
Asset retirement obligation reduction through property and equipment | 0 | 279 | 0 |
Taxes paid related to the net settlement of shares included in current liabilities of discontinued operations held for sale | 0 | 79 | 0 |
Equipment purchased with seller-provided financing | 0 | 0 | 1,051 |
As reported within the Consolidated Balance Sheet: | |||
Cash from continuing operations | 24,266 | 24,787 | 4,912 |
Restricted cash | 34,908 | 4,424 | 1,000 |
Cash from discontinued operations | 0 | 0 | 1 |
Restricted cash from discontinued operations | 0 | 0 | 215 |
Total cash and restricted cash | $ 59,174 | $ 29,211 | $ 6,128 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
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 wholly-owned subsidiaries, “Charah Solutions,” the “Company,” “we,” “us,” or “our”), is a holding company formed in Delaware in January 2018. The Company's majority shareholder is Bernhard Capital Partners Management, LP and its affiliates (“BCP”). BCP owns approximately 54% of the total voting power of our outstanding shares of common stock and all of the outstanding Series A Preferred Stock (“Preferred Stock”), which is convertible at BCP's option at any time following the three-month anniversary of the issuance date into shares of common stock. Description of Business Operations The Company is a leading national service provider of mission-critical environmental services and byproduct recycling to the power generation industry, enabling our customers to address challenges related to the remediation of coal ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. Services offered include a suite of remediation and compliance services, byproduct services, raw material sales and Environmental Risk Transfer (“ERT”) services. The Company has corporate offices in Kentucky and North Carolina and principally operates in the eastern and mid-central United States. The accompanying consolidated financial statements include the assets, liabilities, stockholders’ equity, members’ equity, and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an “emerging growth company,” which allows the Company to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company intends to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until the Company is no longer an emerging growth company. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 and our disclosure obligations regarding executive compensation may be reduced. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the IPO, or December 31, 2023. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period. Discontinued Operations On November 19, 2020, the Company sold its Allied subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry to an affiliate of BCP (the “Purchaser”), the Company’s majority shareholder, in an all-cash deal for $40,000 (the “Allied Transaction”), subject to adjustments for working capital and certain other adjustments as set forth in the purchase agreement (the "Purchase Agreement"). Discontinued operations comprise those activities that have been disposed of during the period and represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes. Accordingly, the Consolidated Balance Sheets, Statements of Operations, and the Notes to Consolidated Financial Statements reflect the Allied results as discontinued operations for all periods presented. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. The Consolidated Statements of Cash Flows include both continuing and discontinued operations. Refer to Note 3, Discontinued Operations, for further information on the discontinued operations relating to the Allied Transaction. Segment Information After the Allied Transaction, the Company operates as one reportable segment, reflecting the suite of end-to-end services we offer our utility partners and how our Chief Operating Decision Maker (“CODM”) reviews consolidated financial information to evaluate results of operations, assess performance and allocate resources. Due to the nature of the Company’s business, the Company's Chief Executive Officer, who is also the CODM, evaluates the performance of the Company and allocates resources of the Company based on consolidated gross profit, general and administrative expenses, balance sheet, liquidity, capital spending, safety statistics and business development reports for the Company as a whole. Since the Company has a single operating segment, all required financial segment information can be found in the consolidated financial statements. We provide the following services through our one segment: remediation and compliance services, byproduct services, raw material sales and ERT transfer services. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, power generation customer initiatives or consumer expectations and standards. Byproduct services consist of recurring and mission-critical coal ash management and operations for coal-fired power generation facilities while also supporting both our power generation customers’ desire to recycle their recurring and legacy volumes of coal combustion residuals (“CCRs”), commonly known as coal ash, and our ultimate end customers’ need for high-quality, cost-effective supplemental cementitious materials (SCMs) that provide a sustainable, environmentally-friendly substitute for Portland cement in concrete. Our raw materials sales provide customers with the materials essential to their business while also providing the sourcing, logistics, and management needed to facilitate these raw materials transactions around the globe. ERT services represent an innovative solution designed to meet the evolving and increasingly complex needs of utility customers' evolving and increasingly complex plant closure and environmental remediation needs. These customers need to retire and decommission older or underutilized assets while maximizing the asset's value and improving the environment. Our ERT services manage the sites' environmental remediation requirements, benefiting the communities and lowering the utility customers' costs Impact of the COVID-19 Pandemic In March 2020, the World Health Organization categorized the disease caused by a novel coronavirus (“COVID-19”) to be a pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Management’s Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, in particular estimates of legal reserves, costs to complete contracts in process, contract modifications and unapproved change orders, that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Balance Sheet Classification The Company includes in current assets and liabilities contract assets, contract liabilities and retainage amounts payable, which may extend beyond one year. One year is used as the basis for classifying all other assets and liabilities. Cash The Company maintains cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Restricted Cash We maintain restricted cash in non-interest bearing escrow accounts for specific remediation and compliance projects, cash collateral for letters of credit, and insurance-related items. This cash becomes unrestricted as project milestones are completed in accordance with each project's defined project schedule, or when credit agreements requiring cash collateral are terminated. As of December 31, 2021 and 2020, restricted cash in these accounts held $34,908 and $4,424, respectively. Trade Accounts Receivable, Net Trade accounts receivable, net consist of amounts due from customers. An allowance for doubtful accounts is recorded to the extent it is probable that a portion of a particular account will not be collected. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. An allowance for doubtful accounts of $146 and $467 was included in trade accounts receivable, net as of December 31, 2021 and 2020, respectively. Trade accounts receivable balances are considered past due based upon contract or invoice terms and are charged off when deemed uncollectible. The Company does not charge interest on customer accounts and generally does not require collateral on sales and services during the normal course of business. The Company has the right to file liens on the owner’s property with regard to certain construction contracts. Inventory Inventories, mainly comprising ash for resale, are valued using the first-in, first-out (“FIFO”) method. Inventories are stated at the lower of cost or net realizable value. Property and Equipment Property and equipment are stated at cost. Construction-in-progress represents costs incurred on the construction of assets that have not been completed or placed in service as of the end of the year. We evaluate the long-lived assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets as follows: Plant, machinery and equipment 2 - 15 years Vehicles 2 - 10 years Office equipment 2 - 10 years Buildings and leasehold improvements 5 - 40 years Capital lease assets 3 - 7 years Repair and maintenance costs are expensed as incurred and expenditures for improvements are capitalized. Asset Retirement Obligations Asset retirement obligations (“ARO”) associated with retiring long-lived assets are recognized as a liability in the period in which a legal obligation is incurred and becomes determinable. The ARO liability reflects the estimated present value of the closure and post-closure activities associated with the Company’s land and structural fill assets. The Company utilizes current retirement costs to estimate the expected cash outflows for retirement obligations. Inherent in the present value calculation are numerous assumptions and judgments, including the ultimate settlement amounts, inflation factors, credit-adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing ARO liability, a corresponding adjustment is made to the land and/or structural fill balance. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Gains and losses on ARO settlement are recognized as specific remediation tasks are performed. These gains and losses are determined based on the differences between the estimated costs used in the measurement of the fair value of the Company's AROs and the actual costs incurred for specific remediation tasks recognized on a proportionate basis. Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Our intangible assets in the Consolidated Balance Sheets as of December 31, 2021 and 2020 include a trade name that is considered to have an indefinite life. Goodwill and indefinite-lived intangible assets are not amortized but instead are tested for impairment at least 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. Goodwill is tested at the reporting unit level, which has been determined to be the Company. When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting unit. We evaluate the indefinite-lived trade name each reporting period to determine whether events and circumstances continue to support an indefinite useful life. When performing its indefinite-lived intangible asset impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the relief-from-royalty method, an income approach, that estimates the present value of royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life. The assets will be written down to their implied fair value if the carrying value exceeds its fair value. Definite-Lived Intangible Assets Definite-lived intangible assets are comprised of our customer relationships. We evaluate our definite-lived intangible asset each reporting period to determine whether events and circumstances indicate that a triggering event has occurred that suggests that the fair value of the asset is below its carrying value. These assets are amortized on a straight-line basis over their estimated useful lives, as shown in the table below. Definite Lived Intangible Useful Life Customer relationships 10 years Fair Value Disclosure The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurements , which provides a framework for measuring and disclosing fair value under generally accepted accounting principles. ASC 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis or on a nonrecurring basis. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Fair Value Hierarchy Level 1 - Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets and liabilities. Level 2 - Valuation is based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets and liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation. In determining the appropriate levels, the Company performs a detailed analysis of assets and liabilities that are subject to ASC 820. The Company's contingent payments for acquisitions and interest rate swap are the only assets or liabilities subject to fair value measurements on a recurring basis. The Company may also be required, from time to time, to measure certain other financial and non-financial assets and liabilities at fair value on a non-recurring basis in accordance with GAAP. There have been no transfers between levels of the fair value hierarchy during the years ended December 31, 2021 and 2020 . The fair value of the Company's 8.50% Senior Notes due 2026 (the "Notes") were estimated using quoted prices based on current transactions for similar debt, which are considered to be Level 2 measurements. The Notes had a fair value and carrying value of $131,760 and $135,000, respectively, as of December 31, 2021. The book value of our outstanding equipment and other notes approximated fair value as December 31, 2021 based on consideration of recently executed transactions for similar debt, which are considered to be Level 2 measurements. The equipment notes had a fair value and carrying value of $17,672 as of December 31, 2021. Our outstanding debt as of December 31, 2020 primarily bore interest at variable rates and book value approximated fair value, which were considered to be Level 2 measurements. The carrying amounts and fair values of the Company’s recurring fair value measurements as of December 31, 2021 and 2020 are presented in the following table: December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Total Carrying Value Recurring: Contingent payments for acquisitions (1) $ — $ — $ 1,950 $ 1,950 $ 1,950 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Total Carrying Value Recurring: Interest rate swap (2) $ — $ 935 $ — $ 935 $ 935 Contingent payments for acquisitions (1) — — 1,950 1,950 1,950 1. As of December 31, 2021 and 2020, t he fair value of the contingent payments for acquisitions was estimated at the acquisition date using the present value of future payments and a discount rate in effect at the time of the acquisition. This analysis is updated at each reporting date to determine if any changes to the fair value are required and is considered to be a Level 3 measurement. 2. As of December 31, 2020, the fair value of the interest rate swap was measured based on observable market data, which were considered to be Level 2 measurements. The Company's non-recurring level 3 fair value measurements consist of the measurement of AROs as described in Notes 5 and 7, the valuation of goodwill, intangible assets, and real estate, property and equipment, net as described in Notes 6 and 10 and the measurement of the preferred stock paid-in-kind dividends as described in Note 14. Debt Issuance Costs Debt issuance costs associated with our various credit agreements are amortized as interest expense over the term of the applicable agreement. Debt issuance costs related to the Notes are presented as a direct deduction from the carrying amount of the related liability in the Consolidated Balance Sheet. Debt issuance costs related to the Asset-Based Lending Credit Agreement (the “Credit Agreement”) are included in other assets in the Consolidated Balance Sheet. Freight Costs Freight costs charged to customers are included in revenue. Costs incurred by the Company for freight are included in cost of sales. Leases Leases are accounted under ASC 840, Leases , and are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. For capital leases, an asset and a corresponding liability are established for the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any executory costs. If the present value of the minimum lease payments exceeds the fair value of the leased property at lease inception, the amount measured initially as the asset and obligation shall be the fair value. The capital lease obligation is amortized over the life of the lease. Income Taxes Income taxes are accounted for in accordance with ASC 740. Income tax expense, or benefit, is calculated using the asset and liability method under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company assesses its deferred tax assets each quarter to determine whether the assets are more likely than not (probability of more than 50%) realizable under ASC 740. The Company is required to record a valuation allowance for any portion of the tax assets that, based on the assessment, are not more likely than not realizable. The assessment considers, among other things, earnings in prior periods, forecasts of future taxable income, statutory carryforward periods, and tax planning strategies, to the extent feasible. The realization of deferred tax assets largely depends part on the generation of future taxable income during the periods in which the differences become deductible. The value of the deferred tax assets will also depend on applicable income tax rates. Judgment is required in determining the future tax consequences of events that have been recognized in the financial statements. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the financial statements. Changes in existing tax laws and tax rates also affect actual tax results and the valuation of deferred tax assets over time. Stock-Based Compensation Plans The Company accounts for its stock-based compensation plans as equity-classified plans, in accordance with the fair value recognition provisions of ASC 718, Compensation-Stock Compensation . The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions. These assumptions include estimating (i) the volatility of the common stock price over the expected term, (ii) the expected term, and (iii) expected dividends. Where the vesting of the stock is also based upon performance measures, management determines the likelihood of meeting such measures. Changes in the subjective assumptions can materially affect the estimate of the fair value of stock-based compensation and, consequently, the related amounts recognized on the Consolidated Statements of Operations. Stock-based compensation expense is recognized in general and administrative expenses. Revenue from Contracts with Customers Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when our performance obligations under the terms of the contract are satisfied, which generally occurs with the transfer of control of the goods or services to the customer. Contract Combination To determine revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a service that involves multiple inter-related and integrated tasks to achieve the completion of a specific, single project. We allocate the transaction price to each performance obligation for contracts with multiple performance obligations using our best estimate of the stand-alone selling price of each distinct good or service in the contract. Sales and Services Contracts For sales and service contracts where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized at a point in time when services are performed and contractually billable. Certain service contracts contain provisions dictating fluctuating rates per unit for the certain services in which the rates are not directly related to changes in the Company’s effort to perform under the contract. We recognize revenue based on the stand-alone selling price per unit for such contracts, calculated as the average rate per unit over the term of those contractual rates. This creates a contract asset or liability for the difference between the revenue recognized and the amount billed to the customer. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, at periodic intervals ( e.g. , weekly, biweekly or monthly). Construction Contracts We recognize revenue over time, as performance obligations are satisfied, for substantially all of our construction contracts due to the continuous transfer of control to the customer. For most of our construction contracts, the customer contracts with us to provide a service that involves multiple inter-related and integrated tasks to complete a specific, single project and is therefore accounted for as a single performance obligation. We recognize revenue using the cost-to-cost input method, based primarily on contract costs incurred to date compared to total estimated contract costs. This method is the most accurate measure of our contract performance because it depicts the company’s performance in transferring control of goods or services promised to customers according to a reasonable measure of progress toward complete satisfaction of the performance obligation. Contract costs include all direct material, labor and subcontractor costs and indirect costs related to contract performance. The costs incurred that do not relate directly to transferring a service to the customer are excluded from the input method used to recognize revenue. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The payment terms of our construction contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. Variable Consideration It is common for our contracts to contain contract provisions that give rise to variable consideration such as unpriced change orders or volume discounts that may either increase or decrease the transaction price. We estimate the amount of variable consideration at the expected value or most likely amount, depending on which is determined to be more predictive of the amount to which the Company will be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, industry business practices, and any other information (historical, current or forecasted) that is reasonably available to us. Variable consideration associated with unapproved change orders is included in the transaction price only to the extent of costs incurred. We provide limited warranties to customers for work performed under our contracts. Such warranties are not sold separately, assure that the services comply with the agreed-upon specifications and legal requirements and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. Accordingly, these types of warranties are not considered to be separate performance obligations. Historically, warranty claims have not resulted in material costs incurred. Contract Estimates and Modifications Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of our contracts, we routinely review and update our contract-related estimates through a disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimated costs at completion. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and the associated changes in estimates of revenue and costs. Management must make assumptions and estimates regarding the availability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors, and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over-time using the cost-to-cost method. We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified. Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications when the modification results in the promise to deliver additional goods or services that are distinct and the increase in the price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification. We evaluate our contracts whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported on a gross or net basis. We determine the Company to be a principal if we control the specified service before that service is transferred to a customer. Contract Assets and Liabilities Billing practices are governed by each project's contract terms based upon costs incurred, achievement of the milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost-to-cost input method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of billings in excess of revenue recognized as well as deferred revenue. Contract assets also include retainage, which represents amounts withheld by our clients from billings according to provisions in the contracts and may not be paid to us until the completion of specific tasks or the completion of the project and, in some instances, for even longer periods. Our contract assets and liabilities are reported in a gross position on a contract-by-contract basis at the end of each reporting period. We include in current assets and liabilities contract assets and liabilities, which may extend beyond one year. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , requiring all leases to be recognized on the balance sheet as a right-of-use asset and a lease liability unless the lease is a short-term lease (generally a lease with a term of 12 months or less). At the commencement date of the lease, the Company will recognize: (i) a lease liability for the Company’s obligation to make payments under the lease agreement, measured on a discounted basis; and (ii) a right-of-use asset that represents the Company’s right to use, or control the use of, the specified asset for the lease term. This ASU originally required recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, which provided an additional (and optional) transition method that permits the application of this ASU at the adoption date with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In June 2020, the FASB issued ASU No. 2020-05 and delayed the effective date of this ASU, extending the effective date for non-public business entities, and making the ASU effective for the Company for the fiscal year ending December 31, 2022, and interim periods within the fiscal year ending December 31, 2023, with early adoption permitted. The Company has not yet selected a transition method and, while we are still in the process of assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows, we expect the adoption of this standard will have a material impact on our consolidated financial position due to the recognition of the right-of-use asset and lease liability related to operating leases. We had operating leases with remaining rental payments of approximately $29,106 as of December 31, 2021. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments , which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The amendments contained in this ASU will be applied through a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2018, the FASB issued ASU No. 2018-19, which amended the effective date of ASU No. 2016-13 and clarified that receivables arising from operating leases are not within the scope of Subtopic 326-20. In October 2019, the FASB delayed the effective date of this ASU, extending the effective date for non-public business entities and making the ASU effective for the Company for the fiscal year ending December 31, 2023, and interim periods therein, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) . This ASU provides supplemental guidance and clarification to ASU No. 2020-04, and these updates must be adopted concurrently, cumulatively referred to as “Topic 848.” The amendments in Topic 848 are currently effective for all entities and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. The Company is still assessing the impact of Topic 848 on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the guidance on accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible debt with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock unless certain other conditions are met. Also, the ASU requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will no longer be available. This ASU will be effective for the Company for the fiscal year ending December 31, 2024, and interim periods therein, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 19, 2020, the Company completed the Allied Transaction through an all-cash deal for $40,000, subject to adjustments for working capital and certain other adjustments as set forth in the Purchase Agreement. The Allied Transaction was approved by a special committee of the Company’s board of directors consisting solely of independent directors, which obtained a fairness opinion in connection with the Allied Transaction. This Allied Transaction has been treated as a sale to an entity under common control, with $25,506 recognized as a contribution to equity. The parties made customary representations and warranties and have agreed to customary covenants in the Purchase Agreement. The Company entered into a non-competition and non-solicitation arrangement under the Purchase Agreement with the Purchaser, subject to customary exceptions. In addition, the parties also entered into a Transition Services Agreement pursuant to which the Company provided Allied and the Purchaser with certain transition assistance services from the date of the Allied Transaction until April 30, 2021 in exchange for payment. The Transition Services Agreement was subsequently amended and extended with certain transition assistance services provided until August 30, 2021. In total, the Company received $60 for its performance under the Transition Services Agreement during the year ended December 31, 2021. The Company had receivables outstanding from Allied of $0 and $120 at December 31, 2021 and December 31, 2020, respectively. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Allied Transaction are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The Company received cash proceeds of $37,860, which was net of transaction costs of $1,900 and Allied restricted cash of $240. The Company assumed Allied liabilities of $3,500, recorded a $301 increase to paid-in-capital for the income tax impact related to the Allied Transaction and recognized accruals of $6,954 for working capital adjustments and $413 for other acquisition-related charges in accrued expenses in our Consolidated Balance Sheet as of December 31, 2021. All accruals recognized through the Allied Transaction were paid during the year ended December 31, 2021. The Company derecognized the following assets and liabilities through this Allied Transaction: Restricted cash $ 240 Trade accounts receivable, net 25,752 Prepaid expenses and other current assets 1,453 Property and equipment, net 1,112 Goodwill (a) 12,020 Accounts payable (8,681) Accrued liabilities (26,367) Carrying value of Allied $ 5,529 (a) Goodwill was allocated to discontinued operations on a relative fair value basis. The following amounts related to discontinued operation were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in our Consolidated Statements of Operations: Year Ended December 31, 2020 2019 Revenue $ 314,251 $ 310,207 Cost of sales 295,423 291,106 Gross profit 18,828 19,101 General and administrative expenses 7,106 9,785 Operating income 11,722 9,316 Interest expense, net (b) (2,745) (2,211) Income from discontinued operations before income taxes 8,977 7,105 Income tax expense 94 — Income from discontinued operations $ 8,883 $ 7,105 (b) Interest expense was allocated to discontinued operations due to a requirement in our amended Credit Agreement that cash generated from the Allied Transaction was to be used to reduce our borrowings. The following table provides supplemental cash and restricted cash information related to discontinued operations: Year Ended December 31, 2020 2019 Cash and restricted cash: Cash and restricted cash - continuing operations $ 29,211 $ 5,912 Cash and restricted cash - discontinued operations — 216 Total cash and restricted cash $ 29,211 $ 6,128 The depreciation and amortization, capital expenditures and significant operating noncash items of Allied were as follows: Year Ended December 31, 2020 2019 Cash flows from discontinued operating activities: Depreciation and amortization $ 755 $ 591 Loss on disposal of fixed assets 22 — Non-cash shared-based compensation 145 99 Cash flows from discontinued investing activities: Purchase of property and equipment $ 93 $ 1,412 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue We disaggregate our revenue from customers by customer arrangement and geographic region as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Year Ended December 31, 2021 2020 2019 Construction contracts 160,632 80,805 80,968 Byproduct services 101,355 106,704 110,842 Raw material sales 31,232 44,868 52,851 Total revenue $ 293,219 $ 232,377 $ 244,661 Byproduct Year Ended December 31, 2021 2020 2019 United States $ 293,219 $ 231,032 $ 244,661 Foreign — 1,345 — Total revenue $ 293,219 $ 232,377 $ 244,661 On December 31, 2021, we had $605,765 in transaction price for existing contracts allocated to remaining performance obligations. We expect to recognize approximately 20% of our remaining performance obligations as revenue during 2022, 13% in 2023, 11% in 2024 and 55% thereafter. Revenue associated with our remaining performance obligations relates to our construction contracts. The balance of remaining performance obligations does not include variable consideration that was determined to be constrained as of December 31, 2021. As of December 31, 2021, there were $3,887 in an unapproved change orders associated with project scope changes included in estimated costs at completion on certain construction contracts, of which $2,243 were approved after year end. The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and contract liabilities on the Consolidated Balance Sheets. Our contract assets are as follows: December 31, 2021 2020 Costs and estimated earnings in excess of billings $ 17,163 $ 12,196 Retainage 9,681 6,133 Total contract assets $ 26,844 $ 18,329 The increase in contract assets in 2021 was primarily attributable to an increase in the total number of remediation and compliance services projects and the timing of the billings for such projects. Our contract liabilities are as follows: December 31, 2021 2020 Deferred revenue $ 483 $ 128 Billings in excess of costs and estimated earnings 5,716 6,167 Total contract liabilities $ 6,199 $ 6,295 We recognized revenue of $6,295 for the year ended December 31, 2021, which was previously included in the contract liability balance at December 31, 2020. The following table sets forth the costs and estimated earnings on uncompleted contracts as of: December 31, 2021 2020 Costs incurred on uncompleted contracts $ 227,195 $ 123,339 Estimated earnings 22,331 18,425 Total costs and earnings 249,526 141,764 Less billings to date (238,079) (135,735) Costs and estimated earnings in excess of billings $ 11,447 $ 6,029 The net balance in process is classified on the Consolidated Balance Sheets as of: December 31, 2021 2020 Costs and estimated earnings in excess of billings $ 17,163 $ 12,196 Billings in excess of costs and estimated earnings (5,716) (6,167) Net balance in process $ 11,447 $ 6,029 |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Asset Acquisition As part of our ERT service offerings, in February 2021, the Company, through its wholly-owned special purpose vehicle subsidiary Gibbons Creek Environmental Redevelopment Group (“GCERG”), closed on an Asset Purchase Agreement (the “APA” or the “Agreement”) with Texas Municipal Power Agency to acquire, remediate and redevelop the Gibbons Creek Steam Electric Station and Reservoir (the “Gibbons Creek Transaction”). As part of this Agreement, GCERG took ownership of the 6,166-acre area (collectively, the “Purchased Assets”), which includes the closed power station and adjacent property, the 3,500-acre reservoir, dam and floodway. GCERG assumed all environmental obligations and became responsible for the decommissioning of the coal power plant as well as performing all environmental remediation work for the site landfills and ash ponds. At the closing of the APA, GCERG became liable for and expressly fully assumed any and all environmental liabilities and environmental compliance, as well as, without limitation, any remediation, investigation, management, mitigation, closure, maintenance, reporting, removal, disposal of and any other actions with respect to any hazardous substances at, on, in, under, or emanating from the Purchased Assets. GCERG, at its discretion, plans to redevelop the property in an environmentally conscious manner that will expand economic activity and benefit the surrounding communities, as well as restore the property to a state that will enable it to be put to its best potential use. The existing power plant is being demolished, and GCERG is working with the Texas Commission on Environmental Quality to complete all environmental remediation required for the property and then plans to redevelop the remediated property within all zoning restrictions. The redevelopment of the property is expected to be completed within 34 months from the date of acquisition. The Gibbons Creek Transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations, with the assumed liabilities net of cash received or owed to us by the seller comprising the purchase price. Since the fair value of the net assets acquired exceeded the cost, the Company allocated the difference pro-rata to reduce land, property and equipment, and intangible assets acquired on the basis of relative fair values. The assets acquired and liabilities assumed as recognized within the Company's Consolidated Balance Sheet upon closing on the APA consisted of the following: Consideration and direct transaction costs: Asset retirement obligations $ (50,590) Bond and insurance accrued expenses, net (2,229) Direct transaction costs (2,336) Total consideration and transaction costs incurred $ (55,155) Asset Received: Cash $ 6,354 Restricted cash 28,546 Water rights 5,196 Land 14,385 Plant, machinery and equipment 610 Vehicles 64 Total allocated value of assets acquired $ 55,155 The Company has identified asset retirement obligations within the assumed liabilities to be initially measured and valued in accordance with ASC 410, Asset Retirement and Environmental Obligations . We developed our estimates of these obligations based on our interpretation of current requirements and proposed regulatory changes, and we believe they approximate fair value. Absent quoted market prices, the estimate of fair value is based on the best available information, including the results of present value techniques, and is considered to be a Level 3 measurement. We use professional engineering judgment and estimated prices paid for similar work to determine the fair value of these obligations. We are required to recognize these obligations at market prices whether we plan to contract with third parties or perform the work ourselves. Once we determined the estimated closure and post-closure costs for each asset retirement obligation, we inflation-adjusted those costs to the expected time of payment and discounted those expected future costs back to present value using an inflation rate of 3.0%. We discounted these costs to present value using the credit-adjusted, risk-free rate effective at the time the obligation was incurred, consistent with the expected cash flow approach. Any changes in expectations that result in an upward revision to the estimated cash flows are treated as a new liability and discounted at the current rate, while downward revisions are discounted at the historical weighted average rate of the recorded obligation. The credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific to each individual asset retirement obligation. The weighted average rate applicable to our long-term asset retirement obligations related to the Gibbons Creek Transaction was approximately 4.5% at the acquisition date. Because these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future final capping, closure, and post-closure activities could result in a material change in these liabilities and results of operations. We assess the appropriateness of the estimates used to develop our recorded balances annually or more often if conditions warrant. Differences between the estimated costs and actual costs incurred are recognized in earnings as specific obligations are settled. Demolition costs will be capitalized as part of the land as incurred as part of preparing the site for sale since, at the acquisition date, (i) we planned to demolish the existing structure as part of the redevelopment plan for the acquired property, (ii) demolition is expected to occur within a reasonable period of time after the acquisition, and (iii) such expected costs will be incurred to make the land saleable to a third party. As part of the acquisition, the Company acquired certain plant, machinery and equipment and vehicles for which management committed to a plan to sell. Property and equipment of $193 that was initially classified as held for sale was subsequently sold to third parties during the year ended December 31, 2021. As of December 31, 2021, the Company has completed the sale of nearly 80% of the real property acreage acquired through the Gibbons Creek Transaction. The sale of property included 4,860 acres of the 6,166-acre area, the 3,500-acre reservoir, dam and spillway. The Company received net proceeds of $23,575 and recorded a gain on sales of property and |
Balance Sheet Items
Balance Sheet Items | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Items | Balance Sheet Items Property and equipment, net The following table shows the components of property and equipment, net: December 31, 2021 2020 Plant, machinery and equipment $ 63,937 $ 68,308 Structural fill site improvements 55,760 55,760 Vehicles 11,718 12,824 Office equipment 600 582 Buildings and leasehold improvements 267 262 Land, land improvements and structural fill sites 12,231 432 Capital lease assets 31,172 6,627 Construction in progress 1,522 1,961 Total property and equipment $ 177,207 $ 146,756 Less: accumulated depreciation (106,734) (97,286) Property and equipment, net $ 70,473 $ 49,470 Land, land improvements and structural fill sites include $5,953 of real property acquired in the Gibbons Creek Transaction that the Company is actively demolishing and for which depreciation expense is not being recorded. During the year ended December 31, 2021, the Company capitalized $4,067 of demolition costs and sold scrap with a cost basis of $2,511. Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was $16,718, $17,659, and $17,353, respectively. During the fourth quarter of the year ended December 31, 2019, the Company re-assessed the useful life estimates of certain assets adjusted to fair value through the application of "push-down" accounting in conjunction with the transaction on January 13, 2017 in which BCP acquired a 76% equity position in Charah Management. These assets are depreciated through cost of sales. The Company accounted for this as a change in estimate that was applied prospectively, effective as of October 1, 2019. This change in depreciable lives resulted in a decrease in the useful lives for these assets and an increase of $941 in depreciation expense during the year ended December 31, 2019. Impairment of Long-Lived Assets Other than Goodwill and Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including inventory and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates the recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2021, the Company determined that a triggering event occurred that indicated that the carrying value of certain remaining grinding technology-related equipment may not be recoverable. The fair value of the assets was determined through a market approach using the net realizable value of the assets, which indicated that the assets were impaired and resulted in an impairment charge of $673. The long-lived assets impaired had no remaining fair value as of December 31, 2021. During the year ended December 31, 2020, as a result of the expiration of the option as discussed below, the Company determined that a triggering event had occurred that indicated that the asset group may not be recoverable as the option expiration led to a significant adverse change in the manner in which the long-lived asset was being used. The Company evaluated the recoverability of the structural fill site assets to be held and used by comparing the carrying amount of the asset group to the future net undiscounted cash flows expected to be generated to determine if the carrying value is not recoverable. The recoverability test indicated that these assets were not recoverable. The fair value of the assets was determined using an income approach of the discounted cash flows expected from the assets and compared to the assets' carrying value, which indicated that the assets were impaired and resulted in an impairment charge. The Company recognized an impairment charge of $6,399. The long-lived assets impaired during the year ended December 31, 2020, had a remaining fair value of $711 before the asset retirement obligation reassessment discussed below. During the year ended December 31, 2020, as a result of a significant adverse change in the manner in which the long-lived assets were being used, the Company determined that certain grinding technology-related equipment and construction in progress assets were no longer viable as certain performance sales levels would not be achieved. We concluded that a triggering event had occurred that indicated that the asset group may not be recoverable. The fair value of the assets was determined through a market approach using the net realizable value of the assets, which indicated that the assets were impaired and resulted in an impairment charge. The Company recognized an impairment charge of $9,150. During the year ended December 31, 2020, in connection with the impairment of certain grinding technology equipment and construction in progress assets, the Company determined that certain slow-moving inventory stored at two locations would no longer be used to create finished goods through the use of the previously mentioned technology-related equipment and would be sold to external parties. We concluded that a triggering event had occurred that the inventory value may not be recoverable. The fair value was determined through a market approach using the net realizable value of the inventory, which indicated that the assets were impaired and resulted in an impairment charge. The Company recognized an impairment charge of $2,757, which was recorded in cost of sales in the Consolidated Statement of Operations. As of December 31, 2021 and 2020, the inventory impaired during the year ended December 31, 2020 had a remaining fair value of $8 and $1,090, respectively. Purchase Option Liability On January 13, 2017, Charah Management, LLC, a Delaware limited liability company and wholly-owned subsidiary of Charah Solutions (“Charah Management”), completed a transaction with BCP, a previously unrelated third party, pursuant to which BCP acquired a 76% equity position of Charah Management (“the BCP transaction”). As part of this transaction, Charah Management recorded the fair value of a bargain purchase liability for an option held by a customer and a third party for its structural fill sites. The purchase option liability was calculated as the difference between the estimated fair value of the structural fill sites at the date of the BCP transaction and the option price to be paid by the customer or third party. The purchase options were exercisable after completion of work at the structural fill sites. The bargain purchase option was amortized over the structural fill sites’ estimated useful lives. The options expired without exercise in August 2020, and the remaining purchase option liability was reduced through amortization expense within general and administrative expenses in our Consolidated Statement of Operations. The following table reflects activity related to the bargain purchase liability: December 31, 2020 Balance, beginning of period $ 7,110 Amortization expense (7,110) Balance, end of period $ — Sales-type lease In March 2021, the Company amended an existing ground lease with a third party concerning one of the Company's structural fill assets with a 30-year term expiring on December 31, 2050. The lease includes multiple options that may be exercised at any time during the lease term for the lessee to purchase all or a portion of the premises, as well as a put option (the “Put Option”) that provides the Company the option to require the lessee to purchase all of the premises at the end of the lease term. In accordance with ASC 840, Leases , the Company considered whether this lease, as amended, met any of the following four criteria as part of classifying the lease at the amendment date: (a) the lease transfers ownership of the property to the lessee by the end of the lease term; (b) the lease contains a bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the lease property; and (d) the present value of the minimum lease payments, excluding executory costs, equals or exceeds 90 percent of the excess of the fair value of the lease property to the lessor at lease inception. This lease was recorded as a sales-type capital lease due to the Put Option provision contained within the lease agreement that represents a transfer of ownership of the property by the end of the lease term. Additionally, the Company determined that collectability of the lease payments was reasonably assured and that there were not any significant uncertainties related to costs that it has yet to incur with respect to the lease. At the amendment date of the lease, a discount rate of 3.9% implicit in the sales-type lease was used to calculate the present value of the minimum lease payments, which the Company recorded as a lease receivable. The Company recognized a gain of $5,568 within operating income in the Consolidated Statements of Operations. The following table reflects the classification of the lease receivable within our Consolidated Balance Sheet: December 31, 2021 Lease receivable $ 5,937 Less: current portion in prepaid expenses and other current assets (65) Non-current portion in other assets $ 5,872 Asset sale agreement In June 2021, the Company consummated an asset sale with an unrelated third party in which the Company assigned a lease agreement to the purchaser and sold certain grinding-related inventory and fixed assets for an aggregate sale price of $2,852. The Company received $1,250 in cash at closing, with the remaining portion to be paid over time on specified dates, with the final payment to be received 36 months from the closing date. The Company determined that the note receivable included a significant financing component. As a result, the sale price and gain on sale were determined on a discounted cash flow basis. The Company recognized a gain of $1,187 within gains on sales of fixed assets in the Consolidated Statements of Operations. The following table reflects the classification of the note receivable within our Consolidated Balance Sheet: December 31, 2021 Note receivable $ 1,352 Less: current portion in prepaid expenses and other current assets (500) Non-current portion in other assets $ 852 Accrued liabilities The following table shows the components of accrued liabilities: December 31, 2021 2020 Accrued expenses $ 25,074 $ 19,323 Accrued working capital adjustment for the Allied Transaction — 6,954 Accrued payroll and bonuses 7,798 7,227 Accrued preferred stock dividends 1,994 1,356 Accrued interest 2,008 77 Accrued liabilities $ 36,874 $ 34,937 Contingent payments for acquisitions The following table presents the changes in the contingent payments for acquisitions: December 31, 2021 2020 Balance, beginning of period $ 1,950 $ 11,481 Add: interest accreted on contingent payments for acquisition — 171 Less: gain on change in contingent payment liability — (9,702) Balance, end of period $ 1,950 $ 1,950 On March 30, 2018, Charah Management completed a transaction with SCB Materials International, Inc. and affiliated entities (“SCB”), a previously unrelated third party, pursuant to which Charah Solutions acquired certain assets and liabilities of SCB for a purchase price of $35,000, with $20,000 paid at closing and $15,000 to be paid over time in conjunction with certain performance metrics. The contract also contained various mechanisms for a working capital true-up. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations , (“ASC 805”) with the allocation of the purchase price for the acquisition finalized as of March 31, 2019 with the recognized goodwill allocated to the Consolidated Balance Sheets. In November 2018, the $15,000 to be paid over time was reduced by $3,300. As previously discussed and as further discussed in Note 10, during the year ended December 31, 2020, the Company evaluated the recoverability of certain grinding technology assets. As part of that review, we assessed the likelihood of paying the contingent liability based on achieving certain performance sales levels using these technology assets. The Company concluded that certain sales levels would not be achieved, and we reduced the corresponding liability by $9,702 and this reduction was recognized as a component of operating (loss) income in the Consolidated Statement of Operations. As of December 31, 2021, the remaining liability balance of $1,950 is expected to be paid after 2022. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation Disclosure | Asset Retirement Obligations The Company owns one structural fill site with continuing maintenance and monitoring requirements after its closure and four tracts of real property with decommissioning, remediation and monitoring requirements. As of December 31, 2021 and 2020, the Company has accrued $42,413 and $5,159, respectively, for the asset retirement obligations ( “ ARO ” ). Structural Fill Site ARO Asset retirement activities and our related accounting for this ARO are as follows: • Final capping and closure involve the installation of drainage and compacted soil layers and topsoil over areas where total airspace capacity has been consumed. Asset retirement obligations are recorded on a units-of-consumption basis as airspace is consumed. The liability is based on estimates of the discounted cash flows. • Post closure involves the maintenance and monitoring of the structural fill sites. Generally, we are required to maintain and monitor the structural fill sites for a 30-year period. These maintenance and monitoring costs are recorded as an asset retirement obligation as airspace is consumed over the life of the structural fill sites. Post-closure obligations are recorded over the life of the structural fill sites on a units-of-consumption basis as airspace is consumed, based on estimates of the discounted cash flows associated with performing post-closure activities. We develop our estimates of these obligations using input from our operations personnel. Our estimates are based on our interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Absent quoted market prices, the estimate of fair value is based on the best available information, including the results of present value techniques. We use professional engineering judgment and estimated prices paid for similar work to determine the fair value of these obligations. We are required to recognize these obligations at market prices whether we plan to contract with third parties or perform the work ourselves. In those instances where we perform the work with internal resources, the incremental profit margin realized will be recognized as a component of operating income when the work is completed. Once we determined the final capping, closure, and post-closure costs, we inflated those costs to the expected time of payment and discount those expected future costs back to present value using an inflation rate of 3.0%. We discounted these costs to present value using the credit-adjusted, risk-free rate effective of 5.25% at the time an obligation was incurred, consistent with the expected cash flow approach. We record the estimated fair value of final capping, closure, and post-closure liabilities for our structural fill sites based on the capacity consumed through the current period. Because these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future final capping, closure, and post-closure activities could result in a material change in these liabilities, related assets, and results of operations. We assess the appropriateness of the estimates used to develop our recorded balances annually, or more often if conditions warrant. Real Estate AROs The Company acquired certain real property through the Gibbons Creek Transaction with decommissioning, remediation and monitoring requirements. Refer to Note 5, Asset Acquisition, for asset retirement activities and our related accounting for these AROs. The following table reflects the activity for our asset retirement obligations: December 31, 2021 2020 Balance, beginning of period $ 5,159 $ 15,131 Liabilities incurred 50,590 — Liabilities settled (11,725) (8,413) Accretion 2,012 568 Gain on ARO settlement (3,623) — Revision in estimate — (2,127) Balance, end of period 42,413 5,159 Less: current portion (27,534) (2,043) Non-current portion $ 14,879 $ 3,116 During the year ended December 31, 2021, the Company recognized a gain on ARO settlement of $3,623 representing differences between the estimated costs used in the measurement of the fair value of the Company's AROs and the actual expenditures incurred for specific remediation tasks performed during the year ended December 31, 2021. During the year ended December 31, 2020, after the expiration of the option and the impairment of the structural fill site assets in August 2020 as discussed above, the Company performed a review of the asset retirement obligation to determine if there had been changes in the estimated amount or timing of cash flows. The Company identified a downward adjustment of $2,127 primarily due to the refinement of cost information associated with project bonding and insurance and the decrease in actual closure costs incurred since the site has ceased operations. The Company views the asset retirement obligation and the related structural fill site asset as a single asset so we first recorded a reduction of $279 to the carrying value of the asset and then recorded the excess balance of $1,848 as a reduction to cost of sales in the Consolidated Statement of Operations. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments In January 2016, Charah, LLC, a Delaware limited liability company and wholly-owned subsidiary of Charah Solutions, organized a joint venture with VHSC Holdings, LLC, an unrelated third party, to provide ash management and remarketing services to the electric utility industry. The Company owns a 50% interest in the joint venture and accounts for its investment under the equity method of accounting because we have significant influence over the financial and operating policies of the company. The Company had a receivable due from the equity method investment of $0 and $182 at December 31, 2021 and 2020, respectively. In December 2020, the Company informed our joint venture partner of our decision to exit the joint venture due to unfavorable economic conditions associated with a new contract that would adversely impact the future earnings capacity of our investment. As a result, the Company determined it was unlikely that it would recover the full carrying amount of the investments and recognized an impairment charge of $3,800 in the year ended December 31, 2020. In 2021, the joint venture sold its property and equipment at an amount exceeding carrying value and continues to settle its remaining current assets and liabilities through the normal course of business. The following table sets forth the summarized balance sheet information of our equity method investment entity as of: December 31, 2021 2020 Current assets $ 14 $ 1,812 Noncurrent assets — 282 Total assets $ 14 $ 2,094 Current liabilities — 432 Equity of Charah 7 831 Equity of joint venture partner 7 831 Total liabilities and members’ equity $ 14 $ 2,094 Summarized financial performance of our equity method investment entity is as follows: Year Ended December 31, 2021 2020 2019 Operating Data Revenue $ 555 $ 6,012 $ 9,354 Net income $ 381 $ 2,569 $ 4,590 The Company’s share of net income $ 191 $ 1,284 $ 2,295 The following table reflects our proportional ownership activity in our investment account: Year Ended December 31, 2021 2020 2019 Opening balance $ 831 $ 5,078 $ 5,060 Distributions (1,015) (1,731) (2,277) Share of net income 191 1,284 2,295 Impairment — (3,800) — Closing balance $ 7 $ 831 $ 5,078 |
Distributions to Stockholders,
Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions | Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions ATC Group Services LLC (“ATC”), an entity owned by BCP, our majority stockholder, provided environmental consulting and engineering services at certain service sites. Expenses to ATC were $100, $288, $184, during the years ended December 31, 2021, 2020, and 2019. The Company had no receivables outstanding from ATC at December 31, 2021 and 2020. The Company had payables and accrued expenses, net of credit memos, due to ATC of $4 and $29 at December 31, 2021 and 2020, respectively. Brown & Root Industrial Services, LLC (“B&R”), an entity 50% owned by BCP, our majority stockholder, provided subcontracted construction services at one of our remediation and compliance service sites in 2019. Expenses to B&R were $1,565 during the year ended December 31, 2019. The Company had no receivables outstanding from or payables due to B&R at December 31, 2021 and 2020. The Company previously rented its corporate office through October 2019 through a triple net lease and rented housing at work sites and a condo through March 2020 from Price Real Estate, LLC (“Price Real Estate”), an entity owned by a stockholder of the Company. Rental expense associated with Price Real Estate of $391 was incurred during the year ended December 31, 2019, respectively. The Company had no receivables outstanding from or payables due to Price Real Estate at December 31, 2021 and 2020. PriceFlight, LLC (“PriceFlight”), an entity owned by a stockholder of the Company, previously provided flight services to the Company in 2019. Expenses to PriceFlight for flight services amounted to $85 during the years ended December 31, 2019. The Company had no receivables outstanding from or payables due to PriceFlight at December 31, 2021 and 2020. Management determined that Price Real Estate and PriceFlight are variable interest entities. The Company has variable interests in them through the common ownership and contractual agreements discussed above. The Company is not considered to be the primary beneficiary. Management considers the likelihood to be remote that the Company will be required to make future funds available to Price Real Estate and PriceFlight. However, were the Company required to make funds available, the maximum exposure to the Company would be any excess of the debt obligations of Price Real Estate and PriceFlight over the fair value of their respective assets. As further discussed in Note 10, Long-term Debt, in August 2021, the Company completed an offering of $135,000, in the aggregate, of the Notes, which amount included the exercise by the underwriters of their option to purchase an additional $5,000 aggregate principal amount of Notes. B. Riley Securities, Inc. (“B. Riley”), a shareholder of the Company with board representation, served as the lead book-running manager and underwriter for this offering, purchasing a principal amount of $80,325 of the Notes. Fees paid to B. Riley related to this offering were $7,914 for the year ended December 31, 2021. These fees were capitalized as debt issuance costs within notes payable, less current maturities in the Consolidated Balance Sheets and will be amortized prospectively through interest expense, net in the Consolidated Statements of Operations using the effective interest method through the maturity date of the Notes. In addition, Charah, LLC, a Kentucky limited liability company and indirect subsidiary of the Company, issued a promissory note in exchange for cash in favor of B. Riley Commercial Capital, LLC, an affiliate of B. Riley, evidencing a loan in aggregate principal amount of $17,852. The promissory note was repaid in full as of December 31, 2021. As further discussed in Note 3, in November 2020, the Company sold its Allied subsidiary to an affiliate of BCP. As further discussed in Note 13, in March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26,000 shares of Preferred Stock. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but instead are tested for impairment annually or more often if events or changes in circumstances indicate that the fair value of the asset may have decreased below its carrying value. We perform our impairment test effective October 1st of each year and evaluate for impairment indicators between annual impairment tests. Goodwill As of December 31, 2021 and 2020, goodwill was $62,193. We performed a quantitative assessment of the Company, which we concluded was a single reporting unit, as of October 1, 2021 using a market approach, whereby the market capitalization of the Company was compared to its carrying value. The market capitalization was derived from the Company's publicly traded stock price. The fair value of the reporting unit exceeded its carrying value, and therefore, no impairment was recognized. Indefinite-Lived Intangible Asset Our intangible assets, net include a trade name that is considered to have an indefinite life. The Charah trade name fair value is based upon the income approach, primarily utilizing the relief-from-royalty methodology. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. An impairment loss is recognized when the estimated fair value of the intangible asset is less than the carrying value. The fair value calculation requires significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. Variations in economic conditions or a change in general consumer demands, operating results estimates or the application of alternative assumptions could produce significantly different results. During the year ended December 31, 2020, we recorded an impairment of our Charah trade name intangible asset of $21,014, primarily as a result of a decrease in the royalty rate used in the valuation that was primarily attributable to the recent performance of the Company. Definite-Lived Intangible Assets Definite-lived intangible assets are comprised of our customer relationships. Amortization expense of def inite-lived intangible assets was $7,894, $8,582, and $8,400 for the years ended December 31, 2021, 2020, and 2019, respectively. Long-lived assets, including definite-lived intangible assets are reviewed for impairment whenever certain triggering events may indicate impairment. There was no impairment of definite-lived intangible assets for the year ended December 31, 2021. During the year ended December 31, 2020, as discussed in Note 6, the Company determined that certain technology- related equipment and construction in progress assets were no longer viable and recognized an impairment charge associated with those assets. As a result of this impairment, we concluded that a triggering event had occurred that indicated that the technology intangible asset group may not be recoverable. We determined that the technology intangible asset had no value since we will no longer be attempting to use the technology in construction equipment. The Company recognized an impairment charge of $1,452. The Company’s intangible assets consist of the following as of: December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Definite-lived intangibles Customer relationships $ 78,942 $ (38,727) $ 40,215 $ 78,942 $ (30,832) $ 48,110 Indefinite-lived intangibles Charah trade name 13,316 — 13,316 34,330 21,014 13,316 Total $ 53,531 $ 61,426 As of December 31, 2021, the total estimated amortization expense of the Company’s definite-lived intangible assets for each of the next five years and thereafter is as follows: For the Year Ending December 31, 2022 $ 7,894 2023 7,894 2024 7,894 2025 7,894 2026 7,894 Thereafter 745 Total $ 40,215 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Senior Notes On August 25, 2021, the Company completed an offering of $135,000, in the aggregate, of the Company’s Notes, which amount includes the exercise by the underwriters of their option to purchase an additional $5,000 aggregate principal amount of Notes. The Notes were issued pursuant to the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of August 25, 2021, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the Indenture entered into by and between the Company and the Trustee, dated as of August 25, 2021 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”). The public offering price of the Notes was 100.0% of the principal amount. The Company received proceeds before payment of expenses and other fees of $135,000. The Company used the proceeds, along with cash from the issuance of $13,000 of common stock, to fully repay and terminate the Company’s Credit Facility, as defined below. The Notes bear interest at the rate of 8.50% per annum. Interest on the Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing October 31, 2021. The Notes will mature on August 31, 2026. The Company may redeem the Notes for cash in whole or in part at any time (i) on or after August 31, 2023 and prior to August 31, 2024, at a price equal to 103% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after August 31, 2024 and prior to August 31, 2025, at a price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after August 31, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. The Indenture also contains customary event of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes may declare the Notes to be immediately due and payable. The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness. As a result of the issuance of the Notes, $12,116 of third-party fees were capitalized as debt issuance costs that will be amortized through interest expense, net in the Consolidated Statements of Operations using the effective interest method through the maturity date of the Notes. Asset-Based Lending Credit Agreement On November 9, 2021, the Company entered into a new Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein. The Credit Agreement provides for a four-year senior secured revolving credit facility with initial aggregate commitments from the lenders of $30,000, which includes $5,000 available for swingline loans, plus an additional $5,000 of capacity available for the issuance of letters of credit if supported by cash collateral provided by the Company (with a right to increase such amount by up to an additional $5,000) (“Aggregate Revolving Commitments”). Availability under the Credit Agreement is subject to a borrowing base calculated based on the value of certain eligible accounts receivable, inventory, and equipment of the Company and subject to redeterminations made in good faith and in the exercise of permitted discretion of JPMorgan. Proceeds of the Credit Agreements may be used for working capital and general corporate purposes. The Credit Agreement provides for borrowings of either base rate loans or Eurodollar loans. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, monthly and (ii) with respect to Eurodollar loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a Eurodollar loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. Eurodollar Loans bear interest at a rate per annum equal to the Adjusted LIBOR for one, three or six months (the “Interest Period”), plus an applicable margin of 2.25%. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Adjusted LIBOR loans plus 100 basis points, plus an applicable rate of 125 basis points. The Credit Agreement contains a provision for sustainability adjustments annually that will impact the applicable margin by between positive 0.05% and negative 0.05% based on the achievement, or lack thereof, of certain metrics agreed upon between JPMorgan and the Company and publicly reported through the Company’s annual non-financial sustainability report. The Credit Agreement is guaranteed by certain of the Company’s subsidiaries and is secured by substantially all of the Company’s and such subsidiaries’ assets. The Credit Agreement contains customary restrictive covenants for asset-based loans that may limit the Company’s ability to, among other things: incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, make certain restricted payments, incur liens, and engage in certain other transactions without the prior consent of the lenders. A covenant testing period (“Covenant Testing Period”) is a period in which excess availability (which is defined in the Credit Agreement as the sum of availability and an amount up to $1,000), is less than the greater of (a) 12.5% of the lesser of the aggregate revolving commitments and the borrowing base, (b) the lesser of $7,500 and the PP&E Component as defined in the Credit Agreement, and (c) $3,500, for three consecutive business days. During a Covenant Testing Period, the Credit Agreement requires the Company to maintain a fixed charge coverage ratio as defined in the Credit Agreement, determined for any period of twelve (12) consecutive months ending on the last day of each fiscal quarter, of at least 1.00 to 1.00. As of December 31, 2021, the Company has not drawn on the Credit Agreement. Outstanding letters of credit were $19,027 as of December 31, 2021. As of December 31, 2021, the Company had $13,387 of outstanding letters of credit with JPMorgan and $5,649 with Bank of America, N.A. As a result of entering into the Credit Agreement, $1,366 of third-party fees were capitalized as debt issuance costs that will be amortized through interest expense, net in the Consolidated Statements of Operations using the effective interest method through the maturity date of the Credit Agreement. Letter of Credit Cash Collateralization Promissory Note On August 25, 2021, Charah, LLC issued a Secured Promissory Note (the “Promissory Note”), as the borrower, in favor of B. Riley Commercial Capital, LLC, as the noteholder (the “Noteholder”), evidencing a loan in aggregate principal amount of $17,852 made by the Noteholder to Charah, LLC. The loan outstanding under the Promissory Note bears interest at a rate of eight percent (8%) per annum and was set to mature on the thirteen-month anniversary of the effective date of the Promissory Note. The proceeds of the Promissory Note were used by the Company and its subsidiaries to collateralize the Company's existing letters of credit issued through Bank of America, N.A. The loan was repaid in full during the year ended December 31, 2021. Previous Credit Facility On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility included: • A revolving loan not to exceed $50,000 (the “Revolving Loan”); • A term loan of $205,000 (the “Closing Date Term Loan”); and • A commitment to loan up to a further $25,000 in term loans, which expired in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”). Pursuant to the terms of the Credit Facility and its related amendments, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility were set to mature in July 2022. The interest rates per annum applicable to the loans under the Credit Facility were based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently LIBOR, or (ii) an alternative base rate. Various margins were added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees were payable regarding the Credit Facility and included (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility were secured by substantially all of the assets of the Company. The Credit Facility contained various customary representations, warranties, restrictive covenants, certain affirmative covenants, including reporting requirements, and customary events of default. Outstanding letters of credit under the previous Credit Facility were $11,079 as of December 31, 2020. During the year ended December 31, 2021, using the proceeds from the Notes, along with cash from the issuance of $13,000 of common stock, to fully repay and terminate the Credit Facility, the Company paid $114,123 of outstanding principal on the Closing Date Loan and $12,340 of outstanding loans on the Revolver. Further, the Company paid $2,000 of previously accrued fees required as consideration for Amendment No. 3 to Credit Agreement that was otherwise due and payable on the maturity date. During the year ended December 31, 2021, the Company wrote off unamortized debt issuance costs of $638 as a result of extinguishment of debt , which is included in loss on extinguishment of debt in the Consolidated Statements of Operations. December 31, 2021 2020 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $983 as of December 31, 2021. $ 1,748 $ 2,871 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $5,471 as of December 31, 2021. 5,952 8,446 Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2021 through December 2024. The notes are secured by equipment with a net book value of $2,454 as of December 31, 2021. 2,633 3,490 Various equipment notes entered in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August and September 2025. The notes are secured by equipment with a net book value of $1,767 as of December 31, 2021. 1,624 2,011 Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $9, including interest ranging from 4.0% to 6.5%, maturing in February 2026 through August 2026. The notes are secured by equipment with a net book value of $1,696 as of December 31, 2021. 1,861 — Various commercial insurance premium financing agreements entered into 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, maturing in February and March 2021. — 453 Various commercial insurance premium financing agreements entered into in 2021, payable in monthly installments ranging from $24 to $117, including interest ranging from 3.0% to 3.9%, maturing in October 2021 through April 2022. 467 — A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $2,292 as of December 31, 2021. 3,387 5,791 The Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Syndicated Credit Facility (see Note 10). In August 2021, the Credit Facility was terminated and the full outstanding principal balance was repaid. — 125,239 Senior Unsecured Notes, issued August 2021 (see Note 10). The Notes are senior unsecured obligations of the Company, bearing stated interest at 8.50%, and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness. 135,000 — Total 152,672 148,301 Less debt issuance costs (11,444) (1,024) 141,228 147,277 Less current maturities (7,567) (22,308) Notes payable due after one year $ 133,661 $ 124,969 Future maturities of notes payable at December 31 are as follows: For the Year Ending December 31, 2022 $ 7,567 2023 5,545 2024 3,226 2025 1,122 2026 135,212 Thereafter — Total $ 152,672 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Long-term Debt Senior Notes On August 25, 2021, the Company completed an offering of $135,000, in the aggregate, of the Company’s Notes, which amount includes the exercise by the underwriters of their option to purchase an additional $5,000 aggregate principal amount of Notes. The Notes were issued pursuant to the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of August 25, 2021, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the Indenture entered into by and between the Company and the Trustee, dated as of August 25, 2021 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”). The public offering price of the Notes was 100.0% of the principal amount. The Company received proceeds before payment of expenses and other fees of $135,000. The Company used the proceeds, along with cash from the issuance of $13,000 of common stock, to fully repay and terminate the Company’s Credit Facility, as defined below. The Notes bear interest at the rate of 8.50% per annum. Interest on the Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing October 31, 2021. The Notes will mature on August 31, 2026. The Company may redeem the Notes for cash in whole or in part at any time (i) on or after August 31, 2023 and prior to August 31, 2024, at a price equal to 103% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after August 31, 2024 and prior to August 31, 2025, at a price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after August 31, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. The Indenture also contains customary event of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes may declare the Notes to be immediately due and payable. The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness. As a result of the issuance of the Notes, $12,116 of third-party fees were capitalized as debt issuance costs that will be amortized through interest expense, net in the Consolidated Statements of Operations using the effective interest method through the maturity date of the Notes. Asset-Based Lending Credit Agreement On November 9, 2021, the Company entered into a new Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, the lenders party thereto and certain subsidiary guarantors named therein. The Credit Agreement provides for a four-year senior secured revolving credit facility with initial aggregate commitments from the lenders of $30,000, which includes $5,000 available for swingline loans, plus an additional $5,000 of capacity available for the issuance of letters of credit if supported by cash collateral provided by the Company (with a right to increase such amount by up to an additional $5,000) (“Aggregate Revolving Commitments”). Availability under the Credit Agreement is subject to a borrowing base calculated based on the value of certain eligible accounts receivable, inventory, and equipment of the Company and subject to redeterminations made in good faith and in the exercise of permitted discretion of JPMorgan. Proceeds of the Credit Agreements may be used for working capital and general corporate purposes. The Credit Agreement provides for borrowings of either base rate loans or Eurodollar loans. Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable (i) with respect to base rate loans, monthly and (ii) with respect to Eurodollar loans, the last day of each Interest Period (as defined below); provided that if any Interest Period for a Eurodollar loan exceeds three months, interest will be payable on the respective dates that fall every three months after the beginning of such Interest Period. Eurodollar Loans bear interest at a rate per annum equal to the Adjusted LIBOR for one, three or six months (the “Interest Period”), plus an applicable margin of 2.25%. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Adjusted LIBOR loans plus 100 basis points, plus an applicable rate of 125 basis points. The Credit Agreement contains a provision for sustainability adjustments annually that will impact the applicable margin by between positive 0.05% and negative 0.05% based on the achievement, or lack thereof, of certain metrics agreed upon between JPMorgan and the Company and publicly reported through the Company’s annual non-financial sustainability report. The Credit Agreement is guaranteed by certain of the Company’s subsidiaries and is secured by substantially all of the Company’s and such subsidiaries’ assets. The Credit Agreement contains customary restrictive covenants for asset-based loans that may limit the Company’s ability to, among other things: incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, make certain restricted payments, incur liens, and engage in certain other transactions without the prior consent of the lenders. A covenant testing period (“Covenant Testing Period”) is a period in which excess availability (which is defined in the Credit Agreement as the sum of availability and an amount up to $1,000), is less than the greater of (a) 12.5% of the lesser of the aggregate revolving commitments and the borrowing base, (b) the lesser of $7,500 and the PP&E Component as defined in the Credit Agreement, and (c) $3,500, for three consecutive business days. During a Covenant Testing Period, the Credit Agreement requires the Company to maintain a fixed charge coverage ratio as defined in the Credit Agreement, determined for any period of twelve (12) consecutive months ending on the last day of each fiscal quarter, of at least 1.00 to 1.00. As of December 31, 2021, the Company has not drawn on the Credit Agreement. Outstanding letters of credit were $19,027 as of December 31, 2021. As of December 31, 2021, the Company had $13,387 of outstanding letters of credit with JPMorgan and $5,649 with Bank of America, N.A. As a result of entering into the Credit Agreement, $1,366 of third-party fees were capitalized as debt issuance costs that will be amortized through interest expense, net in the Consolidated Statements of Operations using the effective interest method through the maturity date of the Credit Agreement. Letter of Credit Cash Collateralization Promissory Note On August 25, 2021, Charah, LLC issued a Secured Promissory Note (the “Promissory Note”), as the borrower, in favor of B. Riley Commercial Capital, LLC, as the noteholder (the “Noteholder”), evidencing a loan in aggregate principal amount of $17,852 made by the Noteholder to Charah, LLC. The loan outstanding under the Promissory Note bears interest at a rate of eight percent (8%) per annum and was set to mature on the thirteen-month anniversary of the effective date of the Promissory Note. The proceeds of the Promissory Note were used by the Company and its subsidiaries to collateralize the Company's existing letters of credit issued through Bank of America, N.A. The loan was repaid in full during the year ended December 31, 2021. Previous Credit Facility On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility included: • A revolving loan not to exceed $50,000 (the “Revolving Loan”); • A term loan of $205,000 (the “Closing Date Term Loan”); and • A commitment to loan up to a further $25,000 in term loans, which expired in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”). Pursuant to the terms of the Credit Facility and its related amendments, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility were set to mature in July 2022. The interest rates per annum applicable to the loans under the Credit Facility were based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently LIBOR, or (ii) an alternative base rate. Various margins were added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees were payable regarding the Credit Facility and included (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility were secured by substantially all of the assets of the Company. The Credit Facility contained various customary representations, warranties, restrictive covenants, certain affirmative covenants, including reporting requirements, and customary events of default. Outstanding letters of credit under the previous Credit Facility were $11,079 as of December 31, 2020. During the year ended December 31, 2021, using the proceeds from the Notes, along with cash from the issuance of $13,000 of common stock, to fully repay and terminate the Credit Facility, the Company paid $114,123 of outstanding principal on the Closing Date Loan and $12,340 of outstanding loans on the Revolver. Further, the Company paid $2,000 of previously accrued fees required as consideration for Amendment No. 3 to Credit Agreement that was otherwise due and payable on the maturity date. During the year ended December 31, 2021, the Company wrote off unamortized debt issuance costs of $638 as a result of extinguishment of debt , which is included in loss on extinguishment of debt in the Consolidated Statements of Operations. December 31, 2021 2020 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $983 as of December 31, 2021. $ 1,748 $ 2,871 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $5,471 as of December 31, 2021. 5,952 8,446 Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2021 through December 2024. The notes are secured by equipment with a net book value of $2,454 as of December 31, 2021. 2,633 3,490 Various equipment notes entered in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August and September 2025. The notes are secured by equipment with a net book value of $1,767 as of December 31, 2021. 1,624 2,011 Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $9, including interest ranging from 4.0% to 6.5%, maturing in February 2026 through August 2026. The notes are secured by equipment with a net book value of $1,696 as of December 31, 2021. 1,861 — Various commercial insurance premium financing agreements entered into 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, maturing in February and March 2021. — 453 Various commercial insurance premium financing agreements entered into in 2021, payable in monthly installments ranging from $24 to $117, including interest ranging from 3.0% to 3.9%, maturing in October 2021 through April 2022. 467 — A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $2,292 as of December 31, 2021. 3,387 5,791 The Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Syndicated Credit Facility (see Note 10). In August 2021, the Credit Facility was terminated and the full outstanding principal balance was repaid. — 125,239 Senior Unsecured Notes, issued August 2021 (see Note 10). The Notes are senior unsecured obligations of the Company, bearing stated interest at 8.50%, and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness. 135,000 — Total 152,672 148,301 Less debt issuance costs (11,444) (1,024) 141,228 147,277 Less current maturities (7,567) (22,308) Notes payable due after one year $ 133,661 $ 124,969 Future maturities of notes payable at December 31 are as follows: For the Year Ending December 31, 2022 $ 7,567 2023 5,545 2024 3,226 2025 1,122 2026 135,212 Thereafter — Total $ 152,672 |
Sale-leaseback Transaction
Sale-leaseback Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Sale-leaseback Transaction | Sale-leaseback TransactionIn November 2020, we entered into a sale-leaseback transaction whereby we sold and leased back plant, machinery and equipment and vehicles. The transaction met the requirements of a sale in accordance with ASC 606, and the lease is classified as a capital lease. Proceeds from the sale were $7,000, and the cost and related accumulated depreciation of the plant, machinery and equipment and vehicles of $9,841 and $3,302, respectively, were removed from the Consolidated Balance Sheet at the time of the sale. The $461 gain realized on the sale and $88 in loan origination fees incurred at the time of the sale were included in the capital lease asset that will be depreciated over the life of the lease or three years. The lease obligation of $2,357 and $2,128 is recorded within current and long-term liabilities, respectively, in the Consolidated Balance Sheet as of December 31, 2021. The proceeds from the sale were recorded within investing activities in the Consolidated Cash Flow Statements. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity In March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26 (twenty-six thousand) shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with an initial aggregate liquidation preference of $26,000, net of a 3% Original Issue Discount (“OID”) of $780 for net proceeds of $25,220 in a private placement (the “Preferred Stock Offering”). Proceeds from the Preferred Stock Offering will be used for liquidity and general corporate purposes. In connection with the issuance of the Preferred Stock, the Company incurred direct expenses of $966, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. The Preferred Stock was initially recorded net of OID and direct expenses, which will be accreted through paid-in-capital as a deemed dividend from the date of issuance through the first possible known redemption date, March 16, 2023. As of December 31, 2021, the Company had accrued dividends of $1,030 associated with the Preferred Stock, which was recorded at a fair value of $1,994 using unobservable information for similar items and is classified as a level 3 fair value measurement. Dividend Rights The Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on the distribution of assets in any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock had an initial liquidation preference of $1 (one thousand dollars) per share. The holders of the Preferred Stock are entitled to a cumulative dividend paid in cash at the rate of 10.0% per annum, payable on a quarterly basis. If we do not declare and pay a dividend to the holders of the Preferred Stock, the dividend rate will increase to 13.0% per annum and the dividends are paid-in-kind by adding such amount to the liquidation preference. Upon meeting certain "specified payment conditions," the Company has the ability under the Asset-Based Lending Credit Agreement to pay cash dividends on the Series A Preferred Stock. However, the Company’s intention is to pay dividends in-kind for the foreseeable future. The dividend rate will increase to 16.0% per annum upon the occurrence and during the continuance of an event of default. As of December 31, 2021, the liquidation preference of the Preferred Stock was $32,712. Conversion Features The Preferred Stock is convertible at the option of the holders at any time on and subsequent to the three-month anniversary of the date of issuance into shares of common stock at a conversion price of $2.77 per share (the “Conversion Price”), which represents a 30% premium to the 20-day volume-weighted average price ended March 4, 2020. As of December 31, 2021, the maximum number of common shares that could be required to be issued if converted is 11,809 (eleven million eight hundred nine thousand). The conversion rate is subject to the following customary anti-dilution and other adjustments: • the issuance of common stock as a dividend or the subdivision, combination, or reclassification of common stock into a greater or lesser number of shares of common stock; • the dividend, distribution or other issuance of rights, options or warrants to holders of common stock entitling them to subscribe for or purchase shares of common stock at a price per share that is less than the market value for such issuance; • the issuance of a dividend or similar distribution in-kind, which can include shares of any class of capital stock, evidences of the Company’s indebtedness, assets or other property or securities, to holders of common stock; • a transaction in which a subsidiary of the Company ceases to be a subsidiary of the Company as a result of the distribution of the equity interests of the subsidiary to the holders of the Company’s common stock; and • the payment of a cash dividend to the holders of common stock. On or subsequent to the three-year anniversary of the date of issuance, if the holders have not elected to convert all their shares of Preferred Stock, the Company may give 30 days’ notice to the holders giving the holders the option to choose, in their sole discretion, to have all outstanding shares of Preferred Stock converted into shares of common stock or redeemed in cash at the then applicable Redemption Price (as defined below). The Company may not issue this conversion notice unless (i) the average volume-weighted average price per share of the Company’s common stock during each of the 20 consecutive trading days before the conversion is greater than 120% of the conversion price; (ii) the Company’s common stock is listed on a national securities exchange; (iii) a registration statement for the re-sale of the common stock is then effective; and (iv) the Company is not then in possession of material non-public information as determined by Regulation FD promulgated under the Exchange Act. The Preferred Stock and the associated dividends during the year ended December 31, 2021 did not generate a beneficial conversion feature (“BCF”) upon issuance as the fair value of the Company’s common stock was less than the conversion price at the dividend dates. The Company will determine and, if required, measure a BCF based on the fair value of our stock price on the date dividends are declared for each subsequent dividend. If a BCF is recognized, a reduction to paid-in capital and the Preferred Stock will be recorded and then subsequently accreted through the first redemption date. Additionally, the Company determined that the nature of the Preferred Stock was more akin to an equity instrument and that the economic characteristics and risks of the embedded conversion options were clearly and closely related to the Preferred Stock. As such, the conversion options were not required to be bifurcated from the host under ASC 815, Derivatives and Hedging . Redemption Rights If the Company undergoes certain change of control transactions, the Company will be required to immediately make an offer to repurchase all of the then-outstanding shares of Preferred Stock for cash consideration per share equal to the greater of (i) 100% of the Liquidation Preference, plus accrued and unpaid dividends, if any, plus, if applicable for a transaction occurring before the third anniversary of the closing, a make-whole premium determined pursuant to a calculation of the present value of the dividends that would have accrued through such anniversary, discounted at a rate equal to the applicable treasury rate plus 0.50% (the “Make-Whole Premium”); provided that if the transaction occurs before the first anniversary of the closing, the Make-Whole Premium shall be no greater than $4,000 and (ii) the closing sale price of the common stock on the date of such redemption multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock. On or subsequent to the three-year anniversary of the issuance of the Preferred Stock, the Company may redeem the Preferred Stock, in whole or in part, for an amount in cash equal to the greater of (i) the closing sale price of the common stock on the date the Company delivers such notice multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock and (ii) (x) if the redemption occurs before the fourth anniversary of the date of the closing, 103% of the Liquidation Preference, plus accrued and unpaid dividends, or (y) if the redemption occurs on or after the fourth anniversary of the date of the closing, the Liquidation Preference plus accrued and unpaid dividends (the foregoing clauses (i) or (ii), as applicable, the “Redemption Price”). On or subsequent to the seven-year anniversary of the date of issuance, the holders have the right, subject to applicable law, to require the Company to redeem the Preferred Stock, in whole or in part, into cash consideration equal to the liquidation preference, plus all accrued and unpaid dividends, from any source of funds legally available for such purpose. Since the redemption of the Preferred Stock is contingently or optionally redeemable and therefore not certain to occur, the Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity . As the Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within our control, we have classified the Preferred Stock in mezzanine equity in the Consolidated Balance Sheets. Liquidation Rights In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, the holders of the Preferred Stock would receive an amount in cash equal to the greater of (i) 100% of the liquidation preference plus a Make-Whole Premium and (ii) the amount such holders would be entitled to receive at such time if the Preferred Stock were converted into Company common stock immediately before the liquidation event. The Make-Whole Premium is removed from the calculation for a liquidation event occurring subsequent to the third anniversary of the issuance date. Voting Rights The holders of the Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis in addition to voting as a separate class as provided by applicable Delaware law and the Company’s organizational documents. The holders, acting exclusively and as a separate class, shall have the right to appoint either a non-voting observer to the Company’s Board of Directors or one director to the Company’s Board of Directors. Registration Rights The holders of the Preferred Stock have certain customary registration rights with respect to the Preferred Stock and the shares of common stock into which they are converted, pursuant to the terms of a registration rights agreement. |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | Interest Rate SwapThe Company entered into an interest rate swap in December 2017 whereby the Company agreed to exchange with the counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to a notional amount. On August 19, 2021, the Company terminated the interest rate swap in conjunction with the termination of the Credit Facility and issuance of the Notes. In conjunction with the termination, the Company settled the outstanding liability that was previously classified within other liabilities in the Consolidated Balance Sheet by paying $745 to the counterparty, which represented the fair value of the swap as of the termination date.The total amount of gain (loss) included in interest expense, net in the Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 was $190, $181 and $(2,007), respectively. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | Revenue We disaggregate our revenue from customers by customer arrangement and geographic region as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Year Ended December 31, 2021 2020 2019 Construction contracts 160,632 80,805 80,968 Byproduct services 101,355 106,704 110,842 Raw material sales 31,232 44,868 52,851 Total revenue $ 293,219 $ 232,377 $ 244,661 Byproduct Year Ended December 31, 2021 2020 2019 United States $ 293,219 $ 231,032 $ 244,661 Foreign — 1,345 — Total revenue $ 293,219 $ 232,377 $ 244,661 On December 31, 2021, we had $605,765 in transaction price for existing contracts allocated to remaining performance obligations. We expect to recognize approximately 20% of our remaining performance obligations as revenue during 2022, 13% in 2023, 11% in 2024 and 55% thereafter. Revenue associated with our remaining performance obligations relates to our construction contracts. The balance of remaining performance obligations does not include variable consideration that was determined to be constrained as of December 31, 2021. As of December 31, 2021, there were $3,887 in an unapproved change orders associated with project scope changes included in estimated costs at completion on certain construction contracts, of which $2,243 were approved after year end. The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and contract liabilities on the Consolidated Balance Sheets. Our contract assets are as follows: December 31, 2021 2020 Costs and estimated earnings in excess of billings $ 17,163 $ 12,196 Retainage 9,681 6,133 Total contract assets $ 26,844 $ 18,329 The increase in contract assets in 2021 was primarily attributable to an increase in the total number of remediation and compliance services projects and the timing of the billings for such projects. Our contract liabilities are as follows: December 31, 2021 2020 Deferred revenue $ 483 $ 128 Billings in excess of costs and estimated earnings 5,716 6,167 Total contract liabilities $ 6,199 $ 6,295 We recognized revenue of $6,295 for the year ended December 31, 2021, which was previously included in the contract liability balance at December 31, 2020. The following table sets forth the costs and estimated earnings on uncompleted contracts as of: December 31, 2021 2020 Costs incurred on uncompleted contracts $ 227,195 $ 123,339 Estimated earnings 22,331 18,425 Total costs and earnings 249,526 141,764 Less billings to date (238,079) (135,735) Costs and estimated earnings in excess of billings $ 11,447 $ 6,029 The net balance in process is classified on the Consolidated Balance Sheets as of: December 31, 2021 2020 Costs and estimated earnings in excess of billings $ 17,163 $ 12,196 Billings in excess of costs and estimated earnings (5,716) (6,167) Net balance in process $ 11,447 $ 6,029 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company adopted the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”), pursuant to which employees, consultants, and directors of the Company and its affiliates, including named executive officers, are eligible to receive awards. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards, and performance awards intended to align the interests of participants with those of Company's stockholders. The Company has reserved 3,007 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. During the year ended December 31, 2021, the Company amended the 2018 Plan to reserve an additional 2,000 shares of common stock, for a total of 5,007 shares of common stock reserved for issuance under the 2018 Plan. Restricted share units (“RSUs”) During the years ended December 31, 2021, 2020 and 2019, the Company granted 501, 542 and 769, respectively, RSUs under the 2018 Plan that have time-based vesting requirements. Of the RSUs granted during the year ended December 31, 2021, 3 vested immediately, 90 vest at the end of a one-year period, and 408 vest in equal annual installments over three years. The fair value of these RSUs is based on the market price of the Company’s shares on the grant date. As of December 31, 2021, 3 of the shares were vested and none had been forfeited. Of the RSUs granted during the year ended December 31, 2020, 15 vest at the end of an eleven-month period, 90 vest at the end of a one-year period, and 437 vest in equal annual installments over three years. The fair value of these RSUs is based on the market price of the Company’s shares on the grant date. As of December 31, 2021, 251 of the shares were vested and 71 had been forfeited. Of the RSUs granted during the year ended December 31, 2019, 2 vested immediately, 128 vest after one year, 550 vest in equal installments over three years, and 89 vest in equal installments over four years. The fair value of these RSUs is based on the market price of the Company's shares on the grant date. As of December 31, 2021, 491 of the shares were vested and 111 had been forfeited. Performance share units (“PSUs”) During the year ended December 31, 2021 and 2020, the Company granted 235 and 228 PSUs, respectively , under the 2018 Plan that cliff vest after three years. The vesting of the PSUs is dependent upon the following performance goals during a specified period (the “Performance Period”): (i) the relative total stockholder return (“TSR”) percentile ranking of the Company as compared to the specified performance peer group and (ii) cumulative revenue. Each performance goal is weighted at 50% in determining the number of PSUs that become earned PSUs. The maximum number of earned PSUs for the Performance Period is 200% of the target number of PSUs. The total compensation cost we will recognize under the PSUs will be determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the Performance Period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized. As of December 31, 2021, none of the shares granted during 2021 were vested or had been forfeited. As of December 31, 2021, none of the shares granted during 2020 were vested and 43 had been forfeited. During the year ended December 31, 2019, we also granted 331 performance share units (“PSUs”) under the 2018 Plan that cliff vest after three years. The vesting of these PSUs is dependent upon the Company’s achievement of certain stock price metrics. The fair v alue of the PSUs was determined using a binomial lattice model based upon the grant date stock price, a risk-free interest rate of 2.29% based upon the U.S. Treasury yield curve in effect at the time of the grants, and an assumed volatility rate of 30% based upon a comparable public company analysis. As of December 31, 2021, none of the shares were vested and 72 had been forfeited. A summary of the Company’s non-vested share activity for the year ended December 31, 2021 is as follows: Restricted Stock Performance Stock Total Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Balance as of December 31, 2020 981 $ 5.08 453 $ 4.02 1,434 $ 4.74 Granted 501 5.41 235 4.74 736 5.20 Forfeited (62) 7.54 (40) 4.76 (102) 6.45 Vested (535) 5.88 — — (535) 5.88 Balance as of December 31, 2021 885 $ 4.62 648 $ 4.24 1,533 $ 4.46 Restricted Stock Performance Stock Total Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Balance as of December 31, 2020 0.79 $ 2,817 1.68 $ 1,299 1.07 $ 4,116 Balance as of December 31, 2021 0.88 $ 4,072 1.26 $ 2,979 1.04 $ 7,051 Stock-based compensation expense related to the restricted stock issued was $1,945, $1,839 and $2,069 during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, total unrecognized stock-based compensation expense related to non-vested awards of restricted stock, net of estimated forfeitures, was $1,512, and is expected to be recognized over a weighted-average period of 1.29 years. The total fair value of awards vested for the year ended December 31, 2021 was $2,463. Stock-based compensation expense related to the performance stock issued was $757, $555, and $345 during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, total unrecognized stock-based compensation expense related to non-vested awards of performance stock, net of estimated forfeitures, was $968, and is expected to be recognized over a weighted-average period of 1.91 years. |
Defined Contribution Retirement
Defined Contribution Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Retirement Plan | Defined Contribution Retirement PlanCharah and its operating subsidiary, Ash Management Services (“AMS”), provide a defined contribution employee benefit plan (the “Charah and AMS 401(k) Plan”) qualified under Section 401(k) of the Code to employees who have completed 90 days of service and have attained age 18. Participants may contribute up to the lesser of 90% of eligible compensation or the maximum allowed under the Code. Charah and AMS make safe harbor contributions to participant accounts equal to 3% of the participant’s annual compensation, commencing the quarter after the employee completes one year of service. Charah and AMS may also make discretionary contributions, and the contributions may vary from year to year for employees who have met one year of employment. Participants are immediately vested in their elective contributions and safe harbor contributions. Participants are vested in discretionary contributions after completing six years of service. During the year ended December 31, 2021, 2020 and 2019, Charah and AMS contributed $940, $393 and $1,014, respectively, to the Charah and AMS 401(k) Plan.Multiemployer Pension Plan AMS contributes to union-sponsored multiemployer retirement defined benefit pension plans (the “multiemployer plans”) under the terms of collective bargaining agreements that cover its union-represented employees. The risks of participating in multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plans by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the multiemployer plans, the unfunded obligations of the multiemployer plans may be borne by the remaining participating employers. • If AMS chooses to stop participating in the multiemployer plans, AMS may be required to pay the multiemployer plans an amount based on the underfunded status of the multiemployer plans, referred to as a withdrawal liability. The primary multiemployer plan to which AMS made contributions for the year ended December 31, 2021, 2020 and 2019 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act zone status available in 2021 is for the respective multiemployer plan’s year-end within those years, unless otherwise noted. The zone status is based on information that AMS received from the multiemployer plans and is certified by the respective multiemployer plan’s actuary. Among other factors, multiemployer plans in the red zone (critical) are generally less than 65% funded, multiemployer plans in the yellow zone (endangered) are less than 80% funded, and multiemployer plans in the green zone (neither critical and declining, critical, or endangered) are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates multiemployer plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the multiemployer plans are subject. Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Pension Fund EIN/Pension Pension Protection FIP/RP Status Contributions Contributions Contributions Surcharge Expiration Central states, southeast and southwest areas pension plan 36-6044243 Red - Critical and declining Progress under FIP or RP $ 111 $ 55 $ 47 No Continuous with notice period by either party Operating Engineers Local 324 Pension Fund 38-1900637 Red - Critical Progress under FIP or RP $ — $ 27 $ — Yes 2021 Employer Teamsters Locals 175 & 505 pension trust fund 55-6021850 Red - Critical Progress under FIP or RP $ 81 $ 74 $ 112 Yes 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We were party to a lawsuit filed against North Carolina by an environmental advocacy group alleging that the issuance by the state of certain permits associated with our Brickhaven clay mine reclamation site exceeded the state’s power. In December 2020, the Company, the environmental advocacy group and the state settled, resolved and dismissed all matters. Before the settlement, all customer-related work at the Brickhaven site had been completed. The settlement allows for all completed work to remain unchanged. Per the settlement, the Company will not place any additional material at the site, will place a deed restriction requiring engineering oversight for the future development of the site and will continue groundwater monitoring at the site. In April 2021, the state approved the Company’s application to modify its permit to conform to the work as completed. The Company will continue its work with the state to complete the remaining site closure operations. Allied Power Services, LLC and its affiliate, Allied Power Resources, LLC, were named in a collective action lawsuit filed in the U.S. District Court for the Northern District of Illinois, alleging violations of the Fair Labor Standards Act. This lawsuit included related class claims alleging violations of the Illinois Minimum Wage Law and the Pennsylvania Minimum Wage Act for failure to pay overtime. This case was one of a series filed against companies in the oil, gas and energy industries in Illinois and Texas. The parties mediated this case in November 2018 and reached a settlement. As part of the Allied Transaction, the Company assumed the remaining settlement liability. On July 15, 2020, the court granted final approval of the settlement, and the final settlement payment was made in April 2021. In addition to the above matters, we are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. For all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Although it is difficult to predict the ultimate outcome of these lawsuits, claims and proceedings, we do not believe that the ultimate disposition of any of these matters, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits. We believe amounts previously recorded are sufficient to cover any liabilities arising from the proceedings with all outstanding legal claims. Except as reflected in such accruals, we are currently unable to estimate a range of reasonably possible loss or a range of reasonably possible loss in excess of the amount accrued for outstanding legal matters. |
Multiemployer Pension Plan
Multiemployer Pension Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Multiemployer Pension Plan | Defined Contribution Retirement PlanCharah and its operating subsidiary, Ash Management Services (“AMS”), provide a defined contribution employee benefit plan (the “Charah and AMS 401(k) Plan”) qualified under Section 401(k) of the Code to employees who have completed 90 days of service and have attained age 18. Participants may contribute up to the lesser of 90% of eligible compensation or the maximum allowed under the Code. Charah and AMS make safe harbor contributions to participant accounts equal to 3% of the participant’s annual compensation, commencing the quarter after the employee completes one year of service. Charah and AMS may also make discretionary contributions, and the contributions may vary from year to year for employees who have met one year of employment. Participants are immediately vested in their elective contributions and safe harbor contributions. Participants are vested in discretionary contributions after completing six years of service. During the year ended December 31, 2021, 2020 and 2019, Charah and AMS contributed $940, $393 and $1,014, respectively, to the Charah and AMS 401(k) Plan.Multiemployer Pension Plan AMS contributes to union-sponsored multiemployer retirement defined benefit pension plans (the “multiemployer plans”) under the terms of collective bargaining agreements that cover its union-represented employees. The risks of participating in multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plans by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the multiemployer plans, the unfunded obligations of the multiemployer plans may be borne by the remaining participating employers. • If AMS chooses to stop participating in the multiemployer plans, AMS may be required to pay the multiemployer plans an amount based on the underfunded status of the multiemployer plans, referred to as a withdrawal liability. The primary multiemployer plan to which AMS made contributions for the year ended December 31, 2021, 2020 and 2019 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act zone status available in 2021 is for the respective multiemployer plan’s year-end within those years, unless otherwise noted. The zone status is based on information that AMS received from the multiemployer plans and is certified by the respective multiemployer plan’s actuary. Among other factors, multiemployer plans in the red zone (critical) are generally less than 65% funded, multiemployer plans in the yellow zone (endangered) are less than 80% funded, and multiemployer plans in the green zone (neither critical and declining, critical, or endangered) are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates multiemployer plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the multiemployer plans are subject. Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Pension Fund EIN/Pension Pension Protection FIP/RP Status Contributions Contributions Contributions Surcharge Expiration Central states, southeast and southwest areas pension plan 36-6044243 Red - Critical and declining Progress under FIP or RP $ 111 $ 55 $ 47 No Continuous with notice period by either party Operating Engineers Local 324 Pension Fund 38-1900637 Red - Critical Progress under FIP or RP $ — $ 27 $ — Yes 2021 Employer Teamsters Locals 175 & 505 pension trust fund 55-6021850 Red - Critical Progress under FIP or RP $ 81 $ 74 $ 112 Yes 2021 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is a “C” Corporation under the Code and, as a result, is subject to U.S. federal, state, and local income taxes. The Company’s subsidiaries previously operated as partnerships for income tax purposes. Before the contribution of assets and liabilities to the Company on June 18, 2018, the subsidiaries passed through their taxable income to their owners for U.S. federal and other state and local income tax purposes and, thus, the subsidiaries were not subject to U.S. federal income taxes or other state or local income taxes, except for franchise tax at the state level. The total income tax (benefit) expense on (loss) income before income taxes was allocated as follows: Year Ended December 31, 2021 2020 2019 Continuing operations $ 661 $ (914) $ 4,190 Discontinued operations — 94 — Total $ 661 $ (820) $ 4,190 The components of the provision for income taxes attributable to continuing operations for the year ended December 31, 2021, 2020, and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Current income tax expense (benefit): Federal $ — $ — $ — State 80 (80) (169) 80 (80) (169) Deferred income tax expense (benefit): Federal 500 (843) 2,389 State 81 9 1,970 581 (834) 4,359 Total income tax expense (benefit) $ 661 $ (914) $ 4,190 The items accounting for differences between income taxes computed at the federal statutory rate and the (benefit) provision recorded for income taxes for continuing operations were as follows: Year Ended December 31, 2021 2020 2019 Income tax benefit at the federal statutory rate (21%) $ (1,079) $ (13,537) $ (8,849) State income tax (benefit) expense, net of federal tax benefit 127 (70) 1,180 Non-controlling interest (3) (251) (595) Stock compensation (164) 277 78 Valuation allowance 1,578 12,328 12,190 Permanent items 202 339 186 Total income tax (benefit) expense $ 661 $ (914) $ 4,190 The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. The components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: As of December 31, 2021 2020 Deferred tax assets: Loss carryovers $ 14,333 $ 5,505 Intangible assets 3,431 4,315 Other accrued expenses and reserves 2,326 3,987 Loan modification costs — 1,828 Capital leases 1,091 1,646 Deferred asset sale 226 1,440 Accrued bonus 1,195 1,278 Asset retirement obligations 10,222 1,253 Capitalized cost 819 — Deferred tax assets 33,643 21,252 Valuation allowance (19,937) (17,158) Net deferred tax asset 13,706 4,094 Deferred tax liabilities: Fixed assets, including land 9,757 4,345 Restricted cash from ERT projects 4,838 — Prepaid expenses 60 117 Deferred tax liabilities 14,655 4,462 Net deferred tax liability $ 949 $ 368 The Company has net operating loss carryforwards of approximately $47,324 for federal income tax purposes as of December 31, 2021. The increase in the net operating loss carryforward from 2020 is primarily due to bonus depreciation. Additionally, capital losses recognized in 2021 will be carried back to increase the net operating loss carryforward. Deferred interest expense carried forward to 2022 is approximately $9,900. Net operating losses have unlimited carryover periods. Net operating losses and deferred interest expense for state tax purposes vary by state due mainly to apportionment. Most states allow net operating loss carryovers for a limited number of years. Net deferred tax liabilities were $949 and $368 at December 31, 2021 and 2020, respectively. We consider both positive and negative evidence when measuring the need for a valuation allowance. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable evidence. Operating results during the most recent three-year period receive a significant weight in our analysis. We typically only consider forecasts of future profitability when positive cumulative operating results exist in the most recent three-year period. We perform scheduling exercises to determine if sufficient taxable income of the appropriate character exists in the periods required in order to realize our deferred tax assets with limited lives before their expiration. Realization of net operating losses and other carryforwards is dependent upon generating sufficient taxable income in the appropriate jurisdiction before the expiration of the carryforward periods, which involves business plans, planning opportunities and expectations about future outcomes. Furthermore, we consider tax planning strategies available to accelerate taxable amounts if required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that our deferred tax assets will be realized. A valuation allowance is recorded if it is more likely than not that a portion of our deferred tax assets will not be realized. The change in the valuation allowance for deferred tax assets is as follows: As of December 31, 2021 2020 Beginning balance $ (17,158) $ (12,908) Current additions recorded in income tax (benefit) or expense (2,708) (14,204) Current reductions recorded in income tax (benefit) or expense 837 3,264 Other adjustments (908) 6,690 Ending balance $ (19,937) $ (17,158) Based on the available evidence as of December 31, 2021 and 2020 we were not able to conclude it was more likely than not certain deferred tax assets would be realized. Therefore, a valuation allowance of $19,937 and $17,158 was recorded respectively, against our deferred tax assets. We will continue to evaluate the need for a valuation allowance on our deferred tax assets in future periods. The Company classifies any interest and penalties related to income taxes assessed as part of income tax expense. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements, nor has the Company been assessed any significant interest or penalties by any major tax jurisdiction to any open tax periods. The Company’s income tax returns for the year ended December 31, 2020, 2019 and 2018 have been timely filed with the U.S. federal, state and local governments. The statute of limitations is open for the federal income tax return and certain state returns through October 15, 2024, 2023, and 2022 respectively, and for most of the remaining state returns through October 15, 2025, 2024 and 2023, respectively. The examination of prior period tax returns filed for partnerships, the interests of which were contributed to the Company in the reorganization, could impact the Company’s tax expense and balance sheet tax accounts. The Company has a foreign subsidiary located in a foreign jurisdiction, for which 2020 and prior calendar years are open for examination by local tax authorities. The Company is not aware of any potential adjustments for 2020 or prior years and any potential adjustment is not expected to be material to the financial statements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating leases The Company leases buildings, vehicles and equipment under various non-cancellable agreements classified as operating leases, which expire through December 2026 and require various minimum annual rentals. Future minimum lease payments are as follows: For the Years Ending December 31, Operating Leases 2022 $ 10,216 2023 9,271 2024 5,646 2025 2,151 2026 1,003 Thereafter 819 Total $ 29,106 The total rent expense included in the Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019 was $26,990, $19,406 and $18,613, respectively. Capital leases The Company's depreciation of capital lease assets is included with depreciation expense. The following table shows the components of capital lease assets, net: December 31, 2021 2020 Capital lease assets $ 31,172 $ 6,627 Less: accumulated depreciation (3,606) (368) Capital lease assets, net $ 27,566 $ 6,259 Future minimum lease payments are as follows: For the Year Ending December 31, 2022 $ 8,680 2023 8,429 2024 6,231 2025 4,794 2026 2,293 30,427 Amount representing interest 4,097 Present value of lease payments $ 26,330 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per ShareBasic loss per share is computed by dividing loss attributable to the Company’s stockholders by the weighted average number of shares outstanding during the period. Diluted loss per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing loss available to the Company’s stockholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Basic and diluted loss per share is determined using the following information: Year Ended December 31, 2021 2020 2019 Numerator: Net loss from continuing operations $ (5,814) $ (64,746) $ (49,163) Deemed and imputed dividends on Series A Preferred Stock (592) (461) — Series A Preferred Stock dividends (8,156) (4,064) — Net loss from continuing operations attributable to common stockholders (14,562) (69,271) (49,163) Net income from discontinued operations — 8,883 7,105 Net loss attributable to common stockholders $ (14,562) $ (60,388) $ (42,058) Denominator: Weighted average shares outstanding 31,573 29,897 29,495 Dilutive share-based awards — — — Total weighted average shares outstanding, including dilutive shares 31,573 29,897 29,495 Net loss from continuing operations per common share Basic $ (0.46) $ (2.32) $ (1.67) Diluted $ (0.46) $ (2.32) $ (1.67) Net income from discontinued operations per common share Basic $ — $ 0.30 $ 0.24 Diluted $ — $ 0.30 $ 0.24 Net loss attributable to common stockholders per common share Basic $ (0.46) $ (2.02) $ (1.43) Diluted $ (0.46) $ (2.02) $ (1.43) The holders of the Preferred Stock have non-forfeitable rights to common stock dividends or common stock dividend equivalents. Accordingly, the Preferred Stock qualifies as participating securities. As a result of the net loss from continuing operations per share for the years ended December 31, 2021, 2020, and 2019, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares (in thousands) of 12,234, 9,250, and 1,329 were excluded from the computation of the weighted average shares for diluted net loss per share for the years ended December 31, 2021, 2020, and 2019 respectively. A summary of securities excluded from the computation of diluted earnings per share is presented below: Year Ended December 31, 2021 2020 2019 Diluted earnings per share: Anti-dilutive restricted and performance stock units 1,318 1,510 1,329 Anti-dilutive Series A Preferred Stock convertible into common stock 10,916 7,740 — Potentially dilutive securities, excluded as anti-dilutive 12,234 9,250 1,329 |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Major Customers | Major Customers Revenues from certain customers in excess of 10% of total consolidated revenues for the years ended December 31 are as follows: December 31, 2021 Revenue % of Total % of A/R, net Customer 1 $ 40,590 13.8 % 4.6 % Customer 2 34,788 11.9 % 11.1 % Customer 3 29,670 10.1 % 2.4 % During the year ended December 31, 2020, no customers accounted for greater than 10% of total consolidated revenue or trade accounts receivable, net. December 31, 2019 Revenue % of Total % of A/R, net Customer 2 46,587 19.0 % 14.0 % |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following table summarizes the unaudited quarterly results of operations for the year ended December 31, 2021 and 2020: First Quarter (a) Second Quarter Third Quarter Fourth Quarter (b) 2021 Revenue $ 52,107 $ 63,518 $ 84,161 $ 93,433 Operating income (loss) 1,978 (770) 2,661 6,669 Income (loss) from continuing operations, net of tax and non-controlling interest (1,287) (4,166) (1,677) 1,316 Deemed and imputed dividends on Series A Preferred Stock (147) (148) (148) (149) Series A Preferred Stock dividends (2,067) (2,148) (1,946) (1,995) Net loss from continuing operations attributable to common stockholders (3,501) (6,462) (3,771) (828) Income from discontinued operations, net of tax — — — — Net loss attributable to common stockholders (3,501) (6,462) (3,771) (828) Net loss from continuing operations per common share Basic $ (0.12) $ (0.21) $ (0.12) $ (0.02) Diluted $ (0.12) $ (0.21) $ (0.12) $ (0.02) Net income from discontinued operations per common share Basic $ — $ — $ — $ — Diluted $ — $ — $ — $ — Net loss attributable to common stockholders per common share Basic $ (0.12) $ (0.21) $ (0.12) $ (0.02) Diluted $ (0.12) $ (0.21) $ (0.12) $ (0.02) First Quarter Second Quarter Third Quarter (c) Fourth Quarter (d) 2020 Revenue $ 51,277 $ 52,304 $ 63,116 $ 65,680 Operating loss (5,773) (3,451) (108) (30,237) Deemed and imputed dividends on Series A Preferred Stock — (167) (147) (147) Series A Preferred Stock dividends (111) (858) (877) (2,218) Income from discontinued operations, net of tax 3,043 3,777 119 1,944 Net loss attributable to common stockholders (14,361) (4,561) (5,240) (36,226) Net loss from continuing operations per common share Basic $ (0.59) $ (0.28) $ (0.18) $ (1.27) Diluted $ (0.59) $ (0.28) $ (0.18) $ (1.27) Net income from discontinued operations per common share Basic $ 0.10 $ 0.13 $ — $ 0.06 Diluted $ 0.10 $ 0.13 $ — $ 0.06 Net loss attributable to common stockholders per common share Basic $ (0.48) $ (0.15) $ (0.17) $ (1.21) Diluted $ (0.48) $ (0.15) $ (0.17) $ (1.21) (a) First-quarter of 2021 includes a $5,568 gain on sales-type lease in operating income (loss). (b) Fourth-quarter of 2021 includes a $14,669 gain on the sale of real estate and $4,750 in accrued bonus compensation in general and administrative expenses. (c) Third-quarter of 2020 includes a $6,399 impairment of a structural fill asset and a $7,110 reduction in general and administrative expenses from the expiration of a purchase option liability. (d) Fourth-quarter of 2020 includes a $35,415 impairment of tangible, intangible assets and equity method investments and a $9,702 gain on change in contingent payment liability. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Valuation and Qualifying Accounts The table below presents valuation and qualifying accounts: Balance at Beginning of Period Charged to Expense Deductions Balance at End of Period Year ended December 31, 2021: Allowance for doubtful accounts $ 467 $ 62 $ (383) $ 146 Valuation allowance for deferred taxes 17,158 3,616 (837) 19,937 Year ended December 31, 2020: Allowance for doubtful accounts $ 146 $ 354 $ (33) $ 467 Valuation allowance for deferred taxes 12,908 14,204 (9,954) 17,158 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business Operations | Description of Business Operations The Company is a leading national service provider of mission-critical environmental services and byproduct recycling to the power generation industry, enabling our customers to address challenges related to the remediation of coal ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. Services offered include a suite of remediation and compliance services, byproduct services, raw material sales and Environmental Risk Transfer (“ERT”) services. The Company has corporate offices in Kentucky and North Carolina and principally operates in the eastern and mid-central United States. The accompanying consolidated financial statements include the assets, liabilities, stockholders’ equity, members’ equity, and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an “emerging growth company,” which allows the Company to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company intends to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until the Company is no longer an emerging growth company. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 and our disclosure obligations regarding executive compensation may be reduced. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the IPO, or December 31, 2023. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period. |
Discontinued Operations | Discontinued Operations On November 19, 2020, the Company sold its Allied subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry to an affiliate of BCP (the “Purchaser”), the Company’s majority shareholder, in an all-cash deal for $40,000 (the “Allied Transaction”), subject to adjustments for working capital and certain other adjustments as set forth in the purchase agreement (the "Purchase Agreement"). |
Segment Information | Segment Information After the Allied Transaction, the Company operates as one reportable segment, reflecting the suite of end-to-end services we offer our utility partners and how our Chief Operating Decision Maker (“CODM”) reviews consolidated financial information to evaluate results of operations, assess performance and allocate resources. Due to the nature of the Company’s business, the Company's Chief Executive Officer, who is also the CODM, evaluates the performance of the Company and allocates resources of the Company based on consolidated gross profit, general and administrative expenses, balance sheet, liquidity, capital spending, safety statistics and business development reports for the Company as a whole. Since the Company has a single operating segment, all required financial segment information can be found in the consolidated financial statements. We provide the following services through our one segment: remediation and compliance services, byproduct services, raw material sales and ERT transfer services. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, power generation customer initiatives or consumer expectations and standards. Byproduct services consist of recurring and mission-critical coal ash management and operations for coal-fired power generation facilities while also supporting both our power generation customers’ desire to recycle their recurring and legacy volumes of coal combustion residuals (“CCRs”), commonly known as coal ash, and our ultimate end customers’ need for high-quality, cost-effective supplemental cementitious materials (SCMs) that provide a sustainable, environmentally-friendly substitute for Portland cement in concrete. Our raw materials sales provide customers with the materials essential to their business while also providing the sourcing, logistics, and management needed to facilitate these raw materials transactions around the globe. ERT services represent an innovative solution designed to meet the evolving and increasingly complex needs of utility customers' evolving and increasingly complex plant closure and environmental remediation needs. These customers need to retire and decommission older or underutilized assets while maximizing the asset's value and improving the environment. Our ERT services manage the sites' environmental remediation requirements, benefiting the communities and lowering the utility customers' costs |
Management's Use of Estimates | Management’s Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, in particular estimates of legal reserves, costs to complete contracts in process, contract modifications and unapproved change orders, that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Balance Sheet Classification | Balance Sheet Classification The Company includes in current assets and liabilities contract assets, contract liabilities and retainage amounts payable, which may extend beyond one year. One year is used as the basis for classifying all other assets and liabilities. |
Cash | Cash The Company maintains cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. |
Restricted Cash | Restricted CashWe maintain restricted cash in non-interest bearing escrow accounts for specific remediation and compliance projects, cash collateral for letters of credit, and insurance-related items. This cash becomes unrestricted as project milestones are completed in accordance with each project's defined project schedule, or when credit agreements requiring cash collateral are terminated. As of December 31, 2021 and 2020, restricted cash in these accounts held $34,908 and $4,424, respectively. |
Trade Accounts Receivable, Net | Trade Accounts Receivable, Net Trade accounts receivable, net consist of amounts due from customers. An allowance for doubtful accounts is recorded to the extent it is probable that a portion of a particular account will not be collected. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. An allowance for doubtful accounts of $146 and $467 was included in trade accounts receivable, net as of December 31, 2021 and 2020, respectively. Trade accounts receivable balances are considered past due based upon contract or invoice terms and are charged off when deemed uncollectible. The Company does not charge interest on customer accounts and generally does not require collateral on sales and services during the normal course of business. The Company has the right to file liens on the owner’s property with regard to certain construction contracts. |
Inventory | Inventory Inventories, mainly comprising ash for resale, are valued using the first-in, first-out (“FIFO”) method. Inventories are stated at the lower of cost or net realizable value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Construction-in-progress represents costs incurred on the construction of assets that have not been completed or placed in service as of the end of the year. We evaluate the long-lived assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets as follows: Plant, machinery and equipment 2 - 15 years Vehicles 2 - 10 years Office equipment 2 - 10 years Buildings and leasehold improvements 5 - 40 years Capital lease assets 3 - 7 years Repair and maintenance costs are expensed as incurred and expenditures for improvements are capitalized. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (“ARO”) associated with retiring long-lived assets are recognized as a liability in the period in which a legal obligation is incurred and becomes determinable. The ARO liability reflects the estimated present value of the closure and post-closure activities associated with the Company’s land and structural fill assets. The Company utilizes current retirement costs to estimate the expected cash outflows for retirement obligations. Inherent in the present value calculation are numerous assumptions and judgments, including the ultimate settlement amounts, inflation factors, credit-adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing ARO liability, a corresponding adjustment is made to the land and/or structural fill balance. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Gains and losses on ARO settlement are recognized as specific remediation tasks are performed. These gains and losses are determined based on the differences between the estimated costs used in the measurement of the fair value of the Company's AROs and the actual costs incurred for specific remediation tasks recognized on a proportionate basis. |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Our intangible assets in the Consolidated Balance Sheets as of December 31, 2021 and 2020 include a trade name that is considered to have an indefinite life. Goodwill and indefinite-lived intangible assets are not amortized but instead are tested for impairment at least 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. Goodwill is tested at the reporting unit level, which has been determined to be the Company. When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting unit. We evaluate the indefinite-lived trade name each reporting period to determine whether events and circumstances continue to support an indefinite useful life. When performing its indefinite-lived intangible asset impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the relief-from-royalty method, an income approach, that estimates the present value of royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life. The assets will be written down to their implied fair value if the carrying value exceeds its fair value. Definite-Lived Intangible Assets Definite-lived intangible assets are comprised of our customer relationships. We evaluate our definite-lived intangible asset each reporting period to determine whether events and circumstances indicate that a triggering event has occurred that suggests that the fair value of the asset is below its carrying value. These assets are amortized on a straight-line basis over their estimated useful lives, as shown in the table below. Definite Lived Intangible Useful Life Customer relationships 10 years |
Fair Value Disclosure | Fair Value Disclosure The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurements , which provides a framework for measuring and disclosing fair value under generally accepted accounting principles. ASC 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis or on a nonrecurring basis. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Fair Value Hierarchy Level 1 - Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets and liabilities. Level 2 - Valuation is based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets and liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation. In determining the appropriate levels, the Company performs a detailed analysis of assets and liabilities that are subject to ASC 820. The Company's contingent payments for acquisitions and interest rate swap are the only assets or liabilities subject to fair value measurements on a recurring basis. The Company may also be required, from time to time, to measure certain other financial and non-financial assets and liabilities at fair value on a non-recurring basis in accordance with GAAP. There have been no transfers between levels of the fair value hierarchy during the years ended December 31, 2021 and 2020 . The fair value of the Company's 8.50% Senior Notes due 2026 (the "Notes") were estimated using quoted prices based on current transactions for similar debt, which are considered to be Level 2 measurements. The Notes had a fair value and carrying value of $131,760 and $135,000, respectively, as of December 31, 2021. The book value of our outstanding equipment and other notes approximated fair value as December 31, 2021 based on consideration of recently executed transactions for similar debt, which are considered to be Level 2 measurements. The equipment notes had a fair value and carrying value of $17,672 as of December 31, 2021. Our outstanding debt as of December 31, 2020 primarily bore interest at variable rates and book value approximated fair value, which were considered to be Level 2 measurements. The carrying amounts and fair values of the Company’s recurring fair value measurements as of December 31, 2021 and 2020 are presented in the following table: December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Total Carrying Value Recurring: Contingent payments for acquisitions (1) $ — $ — $ 1,950 $ 1,950 $ 1,950 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Total Carrying Value Recurring: Interest rate swap (2) $ — $ 935 $ — $ 935 $ 935 Contingent payments for acquisitions (1) — — 1,950 1,950 1,950 1. As of December 31, 2021 and 2020, t he fair value of the contingent payments for acquisitions was estimated at the acquisition date using the present value of future payments and a discount rate in effect at the time of the acquisition. This analysis is updated at each reporting date to determine if any changes to the fair value are required and is considered to be a Level 3 measurement. 2. As of December 31, 2020, the fair value of the interest rate swap was measured based on observable market data, which were considered to be Level 2 measurements. |
Debt issuance costs | Debt Issuance Costs Debt issuance costs associated with our various credit agreements are amortized as interest expense over the term of the applicable agreement. Debt issuance costs related to the Notes are presented as a direct deduction from the carrying amount of the related liability in the Consolidated Balance Sheet. Debt issuance costs related to the Asset-Based Lending Credit Agreement (the “Credit Agreement”) are included in other assets in the Consolidated Balance Sheet. |
Freight Costs | Freight Costs Freight costs charged to customers are included in revenue. Costs incurred by the Company for freight are included in cost of sales. |
Leases | Leases Leases are accounted under ASC 840, Leases , and are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. For capital leases, an asset and a corresponding liability are established for the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any executory costs. If the present value of the minimum lease payments exceeds the fair value of the leased property at lease inception, the amount measured initially as the asset and obligation shall be the fair value. The capital lease obligation is amortized over the life of the lease. |
Income Taxes | Income Taxes Income taxes are accounted for in accordance with ASC 740. Income tax expense, or benefit, is calculated using the asset and liability method under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company assesses its deferred tax assets each quarter to determine whether the assets are more likely than not (probability of more than 50%) realizable under ASC 740. The Company is required to record a valuation allowance for any portion of the tax assets that, based on the assessment, are not more likely than not realizable. The assessment considers, among other things, earnings in prior periods, forecasts of future taxable income, statutory carryforward periods, and tax planning strategies, to the extent feasible. The realization of deferred tax assets largely depends part on the generation of future taxable income during the periods in which the differences become deductible. The value of the deferred tax assets will also depend on applicable income tax rates. Judgment is required in determining the future tax consequences of events that have been recognized in the financial statements. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the financial statements. Changes in existing tax laws and tax rates also affect actual tax results and the valuation of deferred tax assets over time. |
Stock-Based Compensation Plans | Stock-Based Compensation Plans The Company accounts for its stock-based compensation plans as equity-classified plans, in accordance with the fair value recognition provisions of ASC 718, Compensation-Stock Compensation . The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions. These assumptions include estimating (i) the volatility of the common stock price over the expected term, (ii) the expected term, and (iii) expected dividends. Where the vesting of the stock is also based upon performance measures, management determines the likelihood of meeting such measures. Changes in the subjective assumptions can materially affect the estimate of the fair value of stock-based compensation and, consequently, the related amounts recognized on the Consolidated Statements of Operations. Stock-based compensation expense is recognized in general and administrative expenses. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when our performance obligations under the terms of the contract are satisfied, which generally occurs with the transfer of control of the goods or services to the customer. Contract Combination To determine revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a service that involves multiple inter-related and integrated tasks to achieve the completion of a specific, single project. We allocate the transaction price to each performance obligation for contracts with multiple performance obligations using our best estimate of the stand-alone selling price of each distinct good or service in the contract. Sales and Services Contracts For sales and service contracts where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized at a point in time when services are performed and contractually billable. Certain service contracts contain provisions dictating fluctuating rates per unit for the certain services in which the rates are not directly related to changes in the Company’s effort to perform under the contract. We recognize revenue based on the stand-alone selling price per unit for such contracts, calculated as the average rate per unit over the term of those contractual rates. This creates a contract asset or liability for the difference between the revenue recognized and the amount billed to the customer. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, at periodic intervals ( e.g. , weekly, biweekly or monthly). Construction Contracts We recognize revenue over time, as performance obligations are satisfied, for substantially all of our construction contracts due to the continuous transfer of control to the customer. For most of our construction contracts, the customer contracts with us to provide a service that involves multiple inter-related and integrated tasks to complete a specific, single project and is therefore accounted for as a single performance obligation. We recognize revenue using the cost-to-cost input method, based primarily on contract costs incurred to date compared to total estimated contract costs. This method is the most accurate measure of our contract performance because it depicts the company’s performance in transferring control of goods or services promised to customers according to a reasonable measure of progress toward complete satisfaction of the performance obligation. Contract costs include all direct material, labor and subcontractor costs and indirect costs related to contract performance. The costs incurred that do not relate directly to transferring a service to the customer are excluded from the input method used to recognize revenue. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The payment terms of our construction contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. Variable Consideration It is common for our contracts to contain contract provisions that give rise to variable consideration such as unpriced change orders or volume discounts that may either increase or decrease the transaction price. We estimate the amount of variable consideration at the expected value or most likely amount, depending on which is determined to be more predictive of the amount to which the Company will be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, industry business practices, and any other information (historical, current or forecasted) that is reasonably available to us. Variable consideration associated with unapproved change orders is included in the transaction price only to the extent of costs incurred. We provide limited warranties to customers for work performed under our contracts. Such warranties are not sold separately, assure that the services comply with the agreed-upon specifications and legal requirements and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. Accordingly, these types of warranties are not considered to be separate performance obligations. Historically, warranty claims have not resulted in material costs incurred. Contract Estimates and Modifications Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of our contracts, we routinely review and update our contract-related estimates through a disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimated costs at completion. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and the associated changes in estimates of revenue and costs. Management must make assumptions and estimates regarding the availability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors, and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over-time using the cost-to-cost method. We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified. Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications when the modification results in the promise to deliver additional goods or services that are distinct and the increase in the price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification. We evaluate our contracts whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported on a gross or net basis. We determine the Company to be a principal if we control the specified service before that service is transferred to a customer. Contract Assets and Liabilities Billing practices are governed by each project's contract terms based upon costs incurred, achievement of the milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost-to-cost input method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of billings in excess of revenue recognized as well as deferred revenue. Contract assets also include retainage, which represents amounts withheld by our clients from billings according to provisions in the contracts and may not be paid to us until the completion of specific tasks or the completion of the project and, in some instances, for even longer periods. Our contract assets and liabilities are reported in a gross position on a contract-by-contract basis at the end of each reporting period. We include in current assets and liabilities contract assets and liabilities, which may extend beyond one year. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , requiring all leases to be recognized on the balance sheet as a right-of-use asset and a lease liability unless the lease is a short-term lease (generally a lease with a term of 12 months or less). At the commencement date of the lease, the Company will recognize: (i) a lease liability for the Company’s obligation to make payments under the lease agreement, measured on a discounted basis; and (ii) a right-of-use asset that represents the Company’s right to use, or control the use of, the specified asset for the lease term. This ASU originally required recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, which provided an additional (and optional) transition method that permits the application of this ASU at the adoption date with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In June 2020, the FASB issued ASU No. 2020-05 and delayed the effective date of this ASU, extending the effective date for non-public business entities, and making the ASU effective for the Company for the fiscal year ending December 31, 2022, and interim periods within the fiscal year ending December 31, 2023, with early adoption permitted. The Company has not yet selected a transition method and, while we are still in the process of assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows, we expect the adoption of this standard will have a material impact on our consolidated financial position due to the recognition of the right-of-use asset and lease liability related to operating leases. We had operating leases with remaining rental payments of approximately $29,106 as of December 31, 2021. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments , which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The amendments contained in this ASU will be applied through a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2018, the FASB issued ASU No. 2018-19, which amended the effective date of ASU No. 2016-13 and clarified that receivables arising from operating leases are not within the scope of Subtopic 326-20. In October 2019, the FASB delayed the effective date of this ASU, extending the effective date for non-public business entities and making the ASU effective for the Company for the fiscal year ending December 31, 2023, and interim periods therein, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) . This ASU provides supplemental guidance and clarification to ASU No. 2020-04, and these updates must be adopted concurrently, cumulatively referred to as “Topic 848.” The amendments in Topic 848 are currently effective for all entities and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. The Company is still assessing the impact of Topic 848 on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the guidance on accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible debt with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock unless certain other conditions are met. Also, the ASU requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will no longer be available. This ASU will be effective for the Company for the fiscal year ending December 31, 2024, and interim periods therein, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment are stated at cost. Construction-in-progress represents costs incurred on the construction of assets that have not been completed or placed in service as of the end of the year. We evaluate the long-lived assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets as follows: Plant, machinery and equipment 2 - 15 years Vehicles 2 - 10 years Office equipment 2 - 10 years Buildings and leasehold improvements 5 - 40 years Capital lease assets 3 - 7 years The following table shows the components of property and equipment, net: December 31, 2021 2020 Plant, machinery and equipment $ 63,937 $ 68,308 Structural fill site improvements 55,760 55,760 Vehicles 11,718 12,824 Office equipment 600 582 Buildings and leasehold improvements 267 262 Land, land improvements and structural fill sites 12,231 432 Capital lease assets 31,172 6,627 Construction in progress 1,522 1,961 Total property and equipment $ 177,207 $ 146,756 Less: accumulated depreciation (106,734) (97,286) Property and equipment, net $ 70,473 $ 49,470 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets are comprised of our customer relationships. We evaluate our definite-lived intangible asset each reporting period to determine whether events and circumstances indicate that a triggering event has occurred that suggests that the fair value of the asset is below its carrying value. These assets are amortized on a straight-line basis over their estimated useful lives, as shown in the table below. Definite Lived Intangible Useful Life Customer relationships 10 years |
Fair Value, Liabilities Measured on Recurring Basis | The carrying amounts and fair values of the Company’s recurring fair value measurements as of December 31, 2021 and 2020 are presented in the following table: December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Total Carrying Value Recurring: Contingent payments for acquisitions (1) $ — $ — $ 1,950 $ 1,950 $ 1,950 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Total Carrying Value Recurring: Interest rate swap (2) $ — $ 935 $ — $ 935 $ 935 Contingent payments for acquisitions (1) — — 1,950 1,950 1,950 1. As of December 31, 2021 and 2020, t he fair value of the contingent payments for acquisitions was estimated at the acquisition date using the present value of future payments and a discount rate in effect at the time of the acquisition. This analysis is updated at each reporting date to determine if any changes to the fair value are required and is considered to be a Level 3 measurement. 2. As of December 31, 2020, the fair value of the interest rate swap was measured based on observable market data, which were considered to be Level 2 measurements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Derecognized Assets and Liabilities | The Company derecognized the following assets and liabilities through this Allied Transaction: Restricted cash $ 240 Trade accounts receivable, net 25,752 Prepaid expenses and other current assets 1,453 Property and equipment, net 1,112 Goodwill (a) 12,020 Accounts payable (8,681) Accrued liabilities (26,367) Carrying value of Allied $ 5,529 (a) Goodwill was allocated to discontinued operations on a relative fair value basis. |
Schedule of Discontinued Operations On Our Consolidated & Combined Statements of Operations | The following amounts related to discontinued operation were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in our Consolidated Statements of Operations: Year Ended December 31, 2020 2019 Revenue $ 314,251 $ 310,207 Cost of sales 295,423 291,106 Gross profit 18,828 19,101 General and administrative expenses 7,106 9,785 Operating income 11,722 9,316 Interest expense, net (b) (2,745) (2,211) Income from discontinued operations before income taxes 8,977 7,105 Income tax expense 94 — Income from discontinued operations $ 8,883 $ 7,105 (b) Interest expense was allocated to discontinued operations due to a requirement in our amended Credit Agreement that cash generated from the Allied Transaction was to be used to reduce our borrowings. |
Schedule of Cash and Cash Equivalents | The following table provides supplemental cash and restricted cash information related to discontinued operations: Year Ended December 31, 2020 2019 Cash and restricted cash: Cash and restricted cash - continuing operations $ 29,211 $ 5,912 Cash and restricted cash - discontinued operations — 216 Total cash and restricted cash $ 29,211 $ 6,128 |
Schedule of Depreciation and Amortization, Capital Expenditures and Significant Operating Noncash Items | The depreciation and amortization, capital expenditures and significant operating noncash items of Allied were as follows: Year Ended December 31, 2020 2019 Cash flows from discontinued operating activities: Depreciation and amortization $ 755 $ 591 Loss on disposal of fixed assets 22 — Non-cash shared-based compensation 145 99 Cash flows from discontinued investing activities: Purchase of property and equipment $ 93 $ 1,412 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | We disaggregate our revenue from customers by customer arrangement and geographic region as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Year Ended December 31, 2021 2020 2019 Construction contracts 160,632 80,805 80,968 Byproduct services 101,355 106,704 110,842 Raw material sales 31,232 44,868 52,851 Total revenue $ 293,219 $ 232,377 $ 244,661 Byproduct Year Ended December 31, 2021 2020 2019 United States $ 293,219 $ 231,032 $ 244,661 Foreign — 1,345 — Total revenue $ 293,219 $ 232,377 $ 244,661 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition, Contingent Consideration | The assets acquired and liabilities assumed as recognized within the Company's Consolidated Balance Sheet upon closing on the APA consisted of the following: Consideration and direct transaction costs: Asset retirement obligations $ (50,590) Bond and insurance accrued expenses, net (2,229) Direct transaction costs (2,336) Total consideration and transaction costs incurred $ (55,155) Asset Received: Cash $ 6,354 Restricted cash 28,546 Water rights 5,196 Land 14,385 Plant, machinery and equipment 610 Vehicles 64 Total allocated value of assets acquired $ 55,155 |
Balance Sheet Items (Tables)
Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment are stated at cost. Construction-in-progress represents costs incurred on the construction of assets that have not been completed or placed in service as of the end of the year. We evaluate the long-lived assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets as follows: Plant, machinery and equipment 2 - 15 years Vehicles 2 - 10 years Office equipment 2 - 10 years Buildings and leasehold improvements 5 - 40 years Capital lease assets 3 - 7 years The following table shows the components of property and equipment, net: December 31, 2021 2020 Plant, machinery and equipment $ 63,937 $ 68,308 Structural fill site improvements 55,760 55,760 Vehicles 11,718 12,824 Office equipment 600 582 Buildings and leasehold improvements 267 262 Land, land improvements and structural fill sites 12,231 432 Capital lease assets 31,172 6,627 Construction in progress 1,522 1,961 Total property and equipment $ 177,207 $ 146,756 Less: accumulated depreciation (106,734) (97,286) Property and equipment, net $ 70,473 $ 49,470 |
Schedule of Bargain Purchase Liability | The following table reflects activity related to the bargain purchase liability: December 31, 2020 Balance, beginning of period $ 7,110 Amortization expense (7,110) Balance, end of period $ — |
Schedule Of Lease Receivable | The following table reflects the classification of the lease receivable within our Consolidated Balance Sheet: December 31, 2021 Lease receivable $ 5,937 Less: current portion in prepaid expenses and other current assets (65) Non-current portion in other assets $ 5,872 |
Schedule of Notes Receivable | The following table reflects the classification of the note receivable within our Consolidated Balance Sheet: December 31, 2021 Note receivable $ 1,352 Less: current portion in prepaid expenses and other current assets (500) Non-current portion in other assets $ 852 |
Schedule of Other Accrued Liabilities | The following table shows the components of accrued liabilities: December 31, 2021 2020 Accrued expenses $ 25,074 $ 19,323 Accrued working capital adjustment for the Allied Transaction — 6,954 Accrued payroll and bonuses 7,798 7,227 Accrued preferred stock dividends 1,994 1,356 Accrued interest 2,008 77 Accrued liabilities $ 36,874 $ 34,937 |
Schedule of Changes in the Contingent Payments for Acquisitions | The following table presents the changes in the contingent payments for acquisitions: December 31, 2021 2020 Balance, beginning of period $ 1,950 $ 11,481 Add: interest accreted on contingent payments for acquisition — 171 Less: gain on change in contingent payment liability — (9,702) Balance, end of period $ 1,950 $ 1,950 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table reflects the activity for our asset retirement obligations: December 31, 2021 2020 Balance, beginning of period $ 5,159 $ 15,131 Liabilities incurred 50,590 — Liabilities settled (11,725) (8,413) Accretion 2,012 568 Gain on ARO settlement (3,623) — Revision in estimate — (2,127) Balance, end of period 42,413 5,159 Less: current portion (27,534) (2,043) Non-current portion $ 14,879 $ 3,116 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table sets forth the summarized balance sheet information of our equity method investment entity as of: December 31, 2021 2020 Current assets $ 14 $ 1,812 Noncurrent assets — 282 Total assets $ 14 $ 2,094 Current liabilities — 432 Equity of Charah 7 831 Equity of joint venture partner 7 831 Total liabilities and members’ equity $ 14 $ 2,094 Summarized financial performance of our equity method investment entity is as follows: Year Ended December 31, 2021 2020 2019 Operating Data Revenue $ 555 $ 6,012 $ 9,354 Net income $ 381 $ 2,569 $ 4,590 The Company’s share of net income $ 191 $ 1,284 $ 2,295 The following table reflects our proportional ownership activity in our investment account: Year Ended December 31, 2021 2020 2019 Opening balance $ 831 $ 5,078 $ 5,060 Distributions (1,015) (1,731) (2,277) Share of net income 191 1,284 2,295 Impairment — (3,800) — Closing balance $ 7 $ 831 $ 5,078 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The Company’s intangible assets consist of the following as of: December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Definite-lived intangibles Customer relationships $ 78,942 $ (38,727) $ 40,215 $ 78,942 $ (30,832) $ 48,110 Indefinite-lived intangibles Charah trade name 13,316 — 13,316 34,330 21,014 13,316 Total $ 53,531 $ 61,426 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2021, the total estimated amortization expense of the Company’s definite-lived intangible assets for each of the next five years and thereafter is as follows: For the Year Ending December 31, 2022 $ 7,894 2023 7,894 2024 7,894 2025 7,894 2026 7,894 Thereafter 745 Total $ 40,215 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the significant components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of December 31, 2021 and 2020: December 31, 2021 2020 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $983 as of December 31, 2021. $ 1,748 $ 2,871 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $5,471 as of December 31, 2021. 5,952 8,446 Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2021 through December 2024. The notes are secured by equipment with a net book value of $2,454 as of December 31, 2021. 2,633 3,490 Various equipment notes entered in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August and September 2025. The notes are secured by equipment with a net book value of $1,767 as of December 31, 2021. 1,624 2,011 Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $9, including interest ranging from 4.0% to 6.5%, maturing in February 2026 through August 2026. The notes are secured by equipment with a net book value of $1,696 as of December 31, 2021. 1,861 — Various commercial insurance premium financing agreements entered into 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, maturing in February and March 2021. — 453 Various commercial insurance premium financing agreements entered into in 2021, payable in monthly installments ranging from $24 to $117, including interest ranging from 3.0% to 3.9%, maturing in October 2021 through April 2022. 467 — A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $2,292 as of December 31, 2021. 3,387 5,791 The Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Syndicated Credit Facility (see Note 10). In August 2021, the Credit Facility was terminated and the full outstanding principal balance was repaid. — 125,239 Senior Unsecured Notes, issued August 2021 (see Note 10). The Notes are senior unsecured obligations of the Company, bearing stated interest at 8.50%, and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness. 135,000 — Total 152,672 148,301 Less debt issuance costs (11,444) (1,024) 141,228 147,277 Less current maturities (7,567) (22,308) Notes payable due after one year $ 133,661 $ 124,969 |
Schedule of Maturities of Long-term Debt | Future maturities of notes payable at December 31 are as follows: For the Year Ending December 31, 2022 $ 7,567 2023 5,545 2024 3,226 2025 1,122 2026 135,212 Thereafter — Total $ 152,672 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Asset and Liabilities | Our contract assets are as follows: December 31, 2021 2020 Costs and estimated earnings in excess of billings $ 17,163 $ 12,196 Retainage 9,681 6,133 Total contract assets $ 26,844 $ 18,329 Our contract liabilities are as follows: December 31, 2021 2020 Deferred revenue $ 483 $ 128 Billings in excess of costs and estimated earnings 5,716 6,167 Total contract liabilities $ 6,199 $ 6,295 |
Costs in Excess of Billings and Billings in Excess of Costs | The following table sets forth the costs and estimated earnings on uncompleted contracts as of: December 31, 2021 2020 Costs incurred on uncompleted contracts $ 227,195 $ 123,339 Estimated earnings 22,331 18,425 Total costs and earnings 249,526 141,764 Less billings to date (238,079) (135,735) Costs and estimated earnings in excess of billings $ 11,447 $ 6,029 The net balance in process is classified on the Consolidated Balance Sheets as of: December 31, 2021 2020 Costs and estimated earnings in excess of billings $ 17,163 $ 12,196 Billings in excess of costs and estimated earnings (5,716) (6,167) Net balance in process $ 11,447 $ 6,029 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s non-vested share activity for the year ended December 31, 2021 is as follows: Restricted Stock Performance Stock Total Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Balance as of December 31, 2020 981 $ 5.08 453 $ 4.02 1,434 $ 4.74 Granted 501 5.41 235 4.74 736 5.20 Forfeited (62) 7.54 (40) 4.76 (102) 6.45 Vested (535) 5.88 — — (535) 5.88 Balance as of December 31, 2021 885 $ 4.62 648 $ 4.24 1,533 $ 4.46 Restricted Stock Performance Stock Total Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Balance as of December 31, 2020 0.79 $ 2,817 1.68 $ 1,299 1.07 $ 4,116 Balance as of December 31, 2021 0.88 $ 4,072 1.26 $ 2,979 1.04 $ 7,051 |
Multiemployer Pension Plan (Tab
Multiemployer Pension Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Multiemployer Plans | The primary multiemployer plan to which AMS made contributions for the year ended December 31, 2021, 2020 and 2019 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act zone status available in 2021 is for the respective multiemployer plan’s year-end within those years, unless otherwise noted. The zone status is based on information that AMS received from the multiemployer plans and is certified by the respective multiemployer plan’s actuary. Among other factors, multiemployer plans in the red zone (critical) are generally less than 65% funded, multiemployer plans in the yellow zone (endangered) are less than 80% funded, and multiemployer plans in the green zone (neither critical and declining, critical, or endangered) are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates multiemployer plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the multiemployer plans are subject. Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Pension Fund EIN/Pension Pension Protection FIP/RP Status Contributions Contributions Contributions Surcharge Expiration Central states, southeast and southwest areas pension plan 36-6044243 Red - Critical and declining Progress under FIP or RP $ 111 $ 55 $ 47 No Continuous with notice period by either party Operating Engineers Local 324 Pension Fund 38-1900637 Red - Critical Progress under FIP or RP $ — $ 27 $ — Yes 2021 Employer Teamsters Locals 175 & 505 pension trust fund 55-6021850 Red - Critical Progress under FIP or RP $ 81 $ 74 $ 112 Yes 2021 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) Attributable to Continuing Operations | The total income tax (benefit) expense on (loss) income before income taxes was allocated as follows: Year Ended December 31, 2021 2020 2019 Continuing operations $ 661 $ (914) $ 4,190 Discontinued operations — 94 — Total $ 661 $ (820) $ 4,190 The components of the provision for income taxes attributable to continuing operations for the year ended December 31, 2021, 2020, and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Current income tax expense (benefit): Federal $ — $ — $ — State 80 (80) (169) 80 (80) (169) Deferred income tax expense (benefit): Federal 500 (843) 2,389 State 81 9 1,970 581 (834) 4,359 Total income tax expense (benefit) $ 661 $ (914) $ 4,190 |
Schedule of Effective Income Tax Rate Reconciliation | The items accounting for differences between income taxes computed at the federal statutory rate and the (benefit) provision recorded for income taxes for continuing operations were as follows: Year Ended December 31, 2021 2020 2019 Income tax benefit at the federal statutory rate (21%) $ (1,079) $ (13,537) $ (8,849) State income tax (benefit) expense, net of federal tax benefit 127 (70) 1,180 Non-controlling interest (3) (251) (595) Stock compensation (164) 277 78 Valuation allowance 1,578 12,328 12,190 Permanent items 202 339 186 Total income tax (benefit) expense $ 661 $ (914) $ 4,190 |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: As of December 31, 2021 2020 Deferred tax assets: Loss carryovers $ 14,333 $ 5,505 Intangible assets 3,431 4,315 Other accrued expenses and reserves 2,326 3,987 Loan modification costs — 1,828 Capital leases 1,091 1,646 Deferred asset sale 226 1,440 Accrued bonus 1,195 1,278 Asset retirement obligations 10,222 1,253 Capitalized cost 819 — Deferred tax assets 33,643 21,252 Valuation allowance (19,937) (17,158) Net deferred tax asset 13,706 4,094 Deferred tax liabilities: Fixed assets, including land 9,757 4,345 Restricted cash from ERT projects 4,838 — Prepaid expenses 60 117 Deferred tax liabilities 14,655 4,462 Net deferred tax liability $ 949 $ 368 |
Summary of Valuation Allowance | The change in the valuation allowance for deferred tax assets is as follows: As of December 31, 2021 2020 Beginning balance $ (17,158) $ (12,908) Current additions recorded in income tax (benefit) or expense (2,708) (14,204) Current reductions recorded in income tax (benefit) or expense 837 3,264 Other adjustments (908) 6,690 Ending balance $ (19,937) $ (17,158) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments are as follows: For the Years Ending December 31, Operating Leases 2022 $ 10,216 2023 9,271 2024 5,646 2025 2,151 2026 1,003 Thereafter 819 Total $ 29,106 |
Schedule of Capital Leased Assets | The Company's depreciation of capital lease assets is included with depreciation expense. The following table shows the components of capital lease assets, net: December 31, 2021 2020 Capital lease assets $ 31,172 $ 6,627 Less: accumulated depreciation (3,606) (368) Capital lease assets, net $ 27,566 $ 6,259 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments are as follows: For the Year Ending December 31, 2022 $ 8,680 2023 8,429 2024 6,231 2025 4,794 2026 2,293 30,427 Amount representing interest 4,097 Present value of lease payments $ 26,330 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | Basic and diluted loss per share is determined using the following information: Year Ended December 31, 2021 2020 2019 Numerator: Net loss from continuing operations $ (5,814) $ (64,746) $ (49,163) Deemed and imputed dividends on Series A Preferred Stock (592) (461) — Series A Preferred Stock dividends (8,156) (4,064) — Net loss from continuing operations attributable to common stockholders (14,562) (69,271) (49,163) Net income from discontinued operations — 8,883 7,105 Net loss attributable to common stockholders $ (14,562) $ (60,388) $ (42,058) Denominator: Weighted average shares outstanding 31,573 29,897 29,495 Dilutive share-based awards — — — Total weighted average shares outstanding, including dilutive shares 31,573 29,897 29,495 Net loss from continuing operations per common share Basic $ (0.46) $ (2.32) $ (1.67) Diluted $ (0.46) $ (2.32) $ (1.67) Net income from discontinued operations per common share Basic $ — $ 0.30 $ 0.24 Diluted $ — $ 0.30 $ 0.24 Net loss attributable to common stockholders per common share Basic $ (0.46) $ (2.02) $ (1.43) Diluted $ (0.46) $ (2.02) $ (1.43) A summary of securities excluded from the computation of diluted earnings per share is presented below: Year Ended December 31, 2021 2020 2019 Diluted earnings per share: Anti-dilutive restricted and performance stock units 1,318 1,510 1,329 Anti-dilutive Series A Preferred Stock convertible into common stock 10,916 7,740 — Potentially dilutive securities, excluded as anti-dilutive 12,234 9,250 1,329 |
Major Customers (Tables)
Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Revenues from certain customers in excess of 10% of total consolidated revenues for the years ended December 31 are as follows: December 31, 2021 Revenue % of Total % of A/R, net Customer 1 $ 40,590 13.8 % 4.6 % Customer 2 34,788 11.9 % 11.1 % Customer 3 29,670 10.1 % 2.4 % During the year ended December 31, 2020, no customers accounted for greater than 10% of total consolidated revenue or trade accounts receivable, net. December 31, 2019 Revenue % of Total % of A/R, net Customer 2 46,587 19.0 % 14.0 % |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table summarizes the unaudited quarterly results of operations for the year ended December 31, 2021 and 2020: First Quarter (a) Second Quarter Third Quarter Fourth Quarter (b) 2021 Revenue $ 52,107 $ 63,518 $ 84,161 $ 93,433 Operating income (loss) 1,978 (770) 2,661 6,669 Income (loss) from continuing operations, net of tax and non-controlling interest (1,287) (4,166) (1,677) 1,316 Deemed and imputed dividends on Series A Preferred Stock (147) (148) (148) (149) Series A Preferred Stock dividends (2,067) (2,148) (1,946) (1,995) Net loss from continuing operations attributable to common stockholders (3,501) (6,462) (3,771) (828) Income from discontinued operations, net of tax — — — — Net loss attributable to common stockholders (3,501) (6,462) (3,771) (828) Net loss from continuing operations per common share Basic $ (0.12) $ (0.21) $ (0.12) $ (0.02) Diluted $ (0.12) $ (0.21) $ (0.12) $ (0.02) Net income from discontinued operations per common share Basic $ — $ — $ — $ — Diluted $ — $ — $ — $ — Net loss attributable to common stockholders per common share Basic $ (0.12) $ (0.21) $ (0.12) $ (0.02) Diluted $ (0.12) $ (0.21) $ (0.12) $ (0.02) First Quarter Second Quarter Third Quarter (c) Fourth Quarter (d) 2020 Revenue $ 51,277 $ 52,304 $ 63,116 $ 65,680 Operating loss (5,773) (3,451) (108) (30,237) Deemed and imputed dividends on Series A Preferred Stock — (167) (147) (147) Series A Preferred Stock dividends (111) (858) (877) (2,218) Income from discontinued operations, net of tax 3,043 3,777 119 1,944 Net loss attributable to common stockholders (14,361) (4,561) (5,240) (36,226) Net loss from continuing operations per common share Basic $ (0.59) $ (0.28) $ (0.18) $ (1.27) Diluted $ (0.59) $ (0.28) $ (0.18) $ (1.27) Net income from discontinued operations per common share Basic $ 0.10 $ 0.13 $ — $ 0.06 Diluted $ 0.10 $ 0.13 $ — $ 0.06 Net loss attributable to common stockholders per common share Basic $ (0.48) $ (0.15) $ (0.17) $ (1.21) Diluted $ (0.48) $ (0.15) $ (0.17) $ (1.21) (a) First-quarter of 2021 includes a $5,568 gain on sales-type lease in operating income (loss). (b) Fourth-quarter of 2021 includes a $14,669 gain on the sale of real estate and $4,750 in accrued bonus compensation in general and administrative expenses. (c) Third-quarter of 2020 includes a $6,399 impairment of a structural fill asset and a $7,110 reduction in general and administrative expenses from the expiration of a purchase option liability. (d) Fourth-quarter of 2020 includes a $35,415 impairment of tangible, intangible assets and equity method investments and a $9,702 gain on change in contingent payment liability. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021segment | Dec. 31, 2022 | Nov. 19, 2020USD ($) | Mar. 07, 2020USD ($) | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Number of segments | segment | 1 | |||
Pandemic, COVID-19 | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Employer payroll taxes | $ 1,637 | |||
Accrued payroll, percentage of deferred payment | 50.00% | |||
Pandemic, COVID-19 | Forecast | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Accrued payroll, percentage of deferred payment | 50.00% | |||
Discontinued Operations, Disposed of by Sale | Allied Transaction | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Consideration | $ 40,000 | |||
BCP | Charah Solutions | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Ownership percentage by noncontrolling owners | 54.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Restricted cash | $ 34,908 | $ 4,424 | $ 1,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Trade Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Allowance for accounts receivable | $ 146 | $ 467 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Plant, machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Plant, machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Buildings and leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Buildings and leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Capital lease assets | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Capital lease assets | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Fair Value Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 25, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Long-term debt, carrying value | $ 152,672 | $ 148,301 | |
Contingent payments for acquisitions | 1,950 | 1,950 | |
Recurring | |||
Finite-Lived Intangible Assets [Line Items] | |||
Contingent payments for acquisitions | 1,950 | ||
Recurring | Interest Rate Swap | |||
Finite-Lived Intangible Assets [Line Items] | |||
Derivative liability, fair value | 935 | ||
Level 1 | Recurring | |||
Finite-Lived Intangible Assets [Line Items] | |||
Contingent payments for acquisitions | 0 | ||
Level 1 | Recurring | Interest Rate Swap | |||
Finite-Lived Intangible Assets [Line Items] | |||
Derivative liability, fair value | 0 | ||
Level 2 | Recurring | |||
Finite-Lived Intangible Assets [Line Items] | |||
Contingent payments for acquisitions | 0 | ||
Level 2 | Recurring | Interest Rate Swap | |||
Finite-Lived Intangible Assets [Line Items] | |||
Derivative liability, fair value | 935 | ||
Level 3 | Recurring | |||
Finite-Lived Intangible Assets [Line Items] | |||
Contingent payments for acquisitions | 1,950 | ||
Level 3 | Recurring | Interest Rate Swap | |||
Finite-Lived Intangible Assets [Line Items] | |||
Derivative liability, fair value | 0 | ||
Notes Payable | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-term debt, fair value | 17,672 | ||
Long-term debt, carrying value | $ 17,672 | ||
8.50% Senior Notes Due 2026 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Interest rate | 8.50% | ||
8.50% Senior Notes Due 2026 | Senior Notes | |||
Finite-Lived Intangible Assets [Line Items] | |||
Interest rate | 8.50% | 8.50% | |
Long-term debt, fair value | $ 131,760 | ||
Long-term debt, carrying value | $ 135,000 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Operating leases, future minimum payments due | $ 29,106 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Nov. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Contribution from sale of subsidiary to entity under common control | $ 25,506 | |||
Proceeds from the sale of subsidiary, net of subsidiary cash | $ 0 | 37,860 | $ 0 | |
Restricted cash | 0 | 0 | $ 215 | |
Discontinued Operations, Disposed of by Sale | Allied Transaction | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | $ 40,000 | |||
Contribution from sale of subsidiary to entity under common control | 25,506 | |||
Recognized credit cost of sales | 60 | |||
Accounts receivable outstanding | 25,752 | 0 | $ 120 | |
Proceeds from the sale of subsidiary, net of subsidiary cash | 37,860 | |||
Discontinued operation transaction costs | 1,900 | |||
Restricted cash | $ 240 | 240 | ||
Liabilities assumed | 3,500 | |||
Adjustments to additional paid in capital other | 301 | |||
Accrued on working capital adjustments | 6,954 | |||
Other transaction costs | $ 413 |
Discontinued Operations - Derec
Discontinued Operations - Derecognized Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 19, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restricted cash | $ 0 | $ 0 | $ 215 | |
Discontinued Operations, Disposed of by Sale | Allied Transaction | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restricted cash | 240 | $ 240 | ||
Trade accounts receivable, net | $ 0 | $ 120 | 25,752 | |
Prepaid expenses and other current assets | 1,453 | |||
Real estate, property and equipment, net | 1,112 | |||
Goodwill | 12,020 | |||
Accounts payable | (8,681) | |||
Accrued liabilities | (26,367) | |||
Carrying value of Allied | $ 5,529 |
Discontinued Operations - Conti
Discontinued Operations - Continuing Operations and Discontinued Operations in Our Consolidated & Combined Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Income tax expense | $ 0 | $ 94 | $ 0 | ||||||||
Income from discontinued operations | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,944 | $ 119 | $ 3,777 | $ 3,043 | $ 0 | 8,883 | 7,105 |
Discontinued Operations, Disposed of by Sale | Allied Transaction | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenue | 314,251 | 310,207 | |||||||||
Cost of sales | 295,423 | 291,106 | |||||||||
Gross profit | 18,828 | 19,101 | |||||||||
General and administrative expenses | 7,106 | 9,785 | |||||||||
Operating income (loss) | 11,722 | 9,316 | |||||||||
Interest expense, net | (2,745) | (2,211) | |||||||||
Income from discontinued operations before income taxes | 8,977 | 7,105 | |||||||||
Income tax expense | 94 | 0 | |||||||||
Income from discontinued operations | $ 8,883 | $ 7,105 |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash, Cash Equivalent and Restricted Cash Information Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and restricted cash: | ||||
Cash and restricted cash - continuing operations | $ 29,211 | $ 5,912 | ||
Cash and restricted cash - discontinued operations | 0 | 216 | ||
Total cash and restricted cash | $ 59,174 | $ 29,211 | $ 6,128 | $ 6,900 |
Discontinued Operations - Depre
Discontinued Operations - Depreciation and Amortization, Capital Expenditures and Significant Operating Noncash Items (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from discontinued operating activities: | |||
Non-cash share-based compensation | $ 2,702 | $ 2,539 | $ 2,513 |
Discontinued Operations, Disposed of by Sale | Allied Transaction | |||
Cash flows from discontinued operating activities: | |||
Depreciation and amortization | 755 | 591 | |
Loss on disposal of fixed assets | 22 | 0 | |
Non-cash share-based compensation | 145 | 99 | |
Cash flows from discontinued investing activities: | |||
Purchases of property and equipment | $ 93 | $ 1,412 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 93,433 | $ 84,161 | $ 63,518 | $ 52,107 | $ 65,680 | $ 63,116 | $ 52,304 | $ 51,277 | $ 293,219 | $ 232,377 | $ 244,661 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 293,219 | 231,032 | 244,661 | ||||||||
Foreign | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 0 | 1,345 | 0 | ||||||||
Construction contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 160,632 | 80,805 | 80,968 | ||||||||
Byproduct services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 101,355 | 106,704 | 110,842 | ||||||||
Raw material sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 31,232 | $ 44,868 | $ 52,851 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 605,765 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unapproved change orders | 3,887 |
Contract receivables, expected to be collected | $ 2,243 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 20.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 13.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 11.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 55.00% |
Asset Acquisition - Narrative (
Asset Acquisition - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2021a | Dec. 31, 2021USD ($)a | Dec. 31, 2021USD ($)a | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Schedule of Asset Acquisition [Line Items] | |||||
Property redevelopment term | 34 months | ||||
Structural fill site costs, inflation rate | 3.00% | ||||
Asset retirement obligation, weighted average rate | 4.50% | ||||
Gains on sales of real estate, property and equipment, net | $ 14,669 | $ 23,543 | $ 0 | $ 0 | |
Sale Of Plant, Machinery And Equipment And Vehicles | |||||
Schedule of Asset Acquisition [Line Items] | |||||
Purchases from third party | $ 193 | ||||
Texas Municipal Power Agency | |||||
Schedule of Asset Acquisition [Line Items] | |||||
Area of land | a | 6,166 | ||||
Gibbons Creek Steam Electric Station And Reservoir | |||||
Schedule of Asset Acquisition [Line Items] | |||||
Area of land | a | 4,860 | 4,860 | |||
Sale of property percentage | 80.00% | 80.00% | |||
Sale of equipment through the issuance of a note receivable | $ 23,575 | ||||
Gains on sales of real estate, property and equipment, net | $ 14,669 | ||||
Gibbons Creek Steam Reservoir, Dam and Floodway | |||||
Schedule of Asset Acquisition [Line Items] | |||||
Area of land | a | 3,500 | 3,500 | 3,500 |
Asset Acquisition - Assets acqu
Asset Acquisition - Assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Consideration and direct transaction costs: | ||||
Asset retirement obligations | $ (42,413) | $ (5,159) | $ (15,131) | |
Asset Purchase Agreement | ||||
Consideration and direct transaction costs: | ||||
Asset retirement obligations | $ (50,590) | |||
Bond and insurance accrued expenses, net | (2,229) | |||
Direct transaction costs | (2,336) | |||
Total consideration and transaction costs incurred | (55,155) | |||
Asset Received: | ||||
Cash | 6,354 | |||
Restricted cash | 28,546 | |||
Water rights | 5,196 | |||
Land | 14,385 | |||
Plant, machinery and equipment | 610 | |||
Vehicles | 64 | |||
Total allocated value of assets acquired | $ 55,155 |
Balance Sheet Items - Schedule
Balance Sheet Items - Schedule of Property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 177,207 | $ 146,756 |
Less: accumulated depreciation | (106,734) | (97,286) |
Property and equipment, net | 70,473 | 49,470 |
Plant, machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 63,937 | 68,308 |
Structural fill site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 55,760 | 55,760 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 11,718 | 12,824 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 600 | 582 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 267 | 262 |
Land, land improvements and structural fill sites | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,231 | 432 |
Capital lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 31,172 | 6,627 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,522 | $ 1,961 |
Balance Sheet Items - Narrative
Balance Sheet Items - Narrative (Details) - USD ($) $ in Thousands | Mar. 30, 2018 | Jun. 30, 2021 | Mar. 31, 2021 | Nov. 30, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 13, 2017 |
Property, Plant and Equipment [Line Items] | ||||||||||
Land improvements | $ 5,953 | |||||||||
Demolition cost capitalized | 4,067 | |||||||||
Cost basis on scrap sold | 2,511 | |||||||||
Depreciation | 16,718 | $ 17,659 | $ 17,353 | |||||||
Depreciation expense | 941 | |||||||||
Impairment of long-lived assets | 673 | 6,399 | ||||||||
Long-lived assets impaired, fair value | $ 711 | 711 | ||||||||
Impairment expense | 35,415 | $ 6,399 | 827 | 40,772 | 0 | |||||
Inventory impairment on remaining fair value | $ 8 | 1,090 | ||||||||
Sale leaseback transaction, terms | 30 years | |||||||||
Discount rate | 3.90% | |||||||||
Gain on sales-type lease | $ 5,568 | 0 | 0 | |||||||
Non-current assets held for sale | $ 2,852 | |||||||||
Proceeds from sale of assets | $ 1,250 | |||||||||
Asset sale agreement, final payment to be received, term | 36 months | |||||||||
Gain on disposition of fixed asset | 1,187 | |||||||||
Reduction in purchase price to be paid over time | (9,702) | 0 | 9,702 | $ 0 | ||||||
Contingent payments for acquisitions | $ 1,950 | 1,950 | 1,950 | |||||||
Cost of Sales | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Impairment expense | $ 2,757 | |||||||||
Construction in progress | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Impairment expense | $ 9,150 | |||||||||
SBC Materials International, Inc. | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Purchase price | $ 35 | |||||||||
Payment at closing | 20 | |||||||||
Additional payment to be paid based on certain performance metrics | $ 15 | $ 15 | ||||||||
Reduction in purchase price to be paid over time | $ 3,300 | |||||||||
Charah Management LLC | BCP | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage by noncontrolling owners | 76.00% | 76.00% |
Balance Sheet Items - Schedul_2
Balance Sheet Items - Schedule of Bargain Purchase Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Purchase Option Liability [Roll Forward] | |
Balance, beginning of period | $ 7,110 |
Amortization expense | (7,110) |
Balance, end of period | $ 0 |
Balance Sheet Items - Lease Rec
Balance Sheet Items - Lease Receivable (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Lease receivable | $ 5,937 |
Less: current portion in prepaid expenses and other current assets | (65) |
Non-current portion in other assets | $ 5,872 |
Balance Sheet Items - Note Rece
Balance Sheet Items - Note Receivable (Details) - Notes Receivable $ in Thousands | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |
Note receivable | $ 1,352 |
Less: current portion in prepaid expenses and other current assets | (500) |
Non-current portion in other assets | $ 852 |
Balance Sheet Items - Schedul_3
Balance Sheet Items - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 25,074 | $ 19,323 |
Accrued working capital adjustment for the Allied Transaction | 0 | 6,954 |
Accrued payroll and bonuses | 7,798 | 7,227 |
Accrued preferred stock dividends | 1,994 | 1,356 |
Accrued interest | 2,008 | 77 |
Accrued liabilities | $ 36,874 | $ 34,937 |
Balance Sheet Items - Schedul_4
Balance Sheet Items - Schedule of Changes in the Contingent Payments for Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Roll Forward] | ||||
Balance, beginning of period | $ 1,950 | $ 11,481 | ||
Add: interest accreted on contingent payments for acquisition | 0 | 171 | ||
Less: gain on change in contingent payment liability | $ 9,702 | 0 | (9,702) | $ 0 |
Balance, end of period | $ 1,950 | $ 1,950 | $ 1,950 | $ 11,481 |
Asset Retirement Obligations -
Asset Retirement Obligations - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 | Dec. 31, 2021USD ($)sitetract_of_real_property | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)sitetract_of_real_property | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Number of structural sites owned and operated | site | 1 | 1 | ||||
Number of tracts of real property | tract_of_real_property | 4 | 4 | ||||
Asset retirement obligation reduction through property and equipment | $ 42,413 | $ 5,159 | $ 42,413 | $ 5,159 | $ 15,131 | |
Structural fill site, required period to maintain and monitor | 30 years | |||||
Structural fill site costs, inflation rate | 3.00% | |||||
Asset retirement obligation, weighted average rate | 4.50% | |||||
Gain on ARO settlement | $ 3,623 | $ 0 | $ 3,623 | 0 | $ 0 | |
ARO, downward revision of estimate | $ 0 | 2,127 | ||||
Asset retirement obligation, period decrease | 279 | |||||
Asset retirement obligation, reduction | $ 1,848 | |||||
Land, land improvements and structural fill sites | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Structural fill site costs, inflation rate | 3.00% | |||||
Asset retirement obligation, weighted average rate | 5.25% | 5.25% |
Asset Retirement Obligations _2
Asset Retirement Obligations - Schedule of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||||
Balance, beginning of period | $ 5,159 | $ 15,131 | |||
Liabilities incurred | 50,590 | 0 | |||
Liabilities settled | (11,725) | (8,413) | |||
Accretion | 2,012 | 568 | |||
Gain on ARO settlement | $ (3,623) | $ 0 | (3,623) | 0 | $ 0 |
Revision in estimate | 0 | (2,127) | |||
Balance, end of period | 42,413 | 5,159 | 42,413 | 5,159 | $ 15,131 |
Less: current portion | (27,534) | (2,043) | (27,534) | (2,043) | |
Non-current portion | $ 14,879 | $ 3,116 | $ 14,879 | $ 3,116 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Receivable due from equity method investment | $ 0 | $ 182 | |
Impairment charge | $ 0 | $ 3,800 | $ 0 |
VHSC Holdings, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% |
Equity Method Investments - Sum
Equity Method Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | $ 147,723 | $ 105,795 | ||
Total assets | 344,107 | 280,960 | ||
Current liabilities | 116,254 | 84,330 | ||
Total liabilities and members’ equity | 20,797 | 20,316 | $ 53,273 | $ 93,390 |
Net income | (5,797) | (54,665) | (39,224) | |
The Company’s share of net income | 191 | 1,284 | 2,295 | |
Equity method investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | 14 | 1,812 | ||
Noncurrent assets | 0 | 282 | ||
Total assets | 14 | 2,094 | ||
Current liabilities | 0 | 432 | ||
Total liabilities and members’ equity | 14 | 2,094 | ||
Revenue | 555 | 6,012 | 9,354 | |
Net income | 381 | 2,569 | 4,590 | |
The Company’s share of net income | 191 | 1,284 | $ 2,295 | |
Equity method investments | Equity of Charah | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total liabilities and members’ equity | 7 | 831 | ||
Equity method investments | Equity of joint venture partner | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total liabilities and members’ equity | $ 7 | $ 831 |
Equity Method Investments - Own
Equity Method Investments - Ownership (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Method Investment, Proportional Ownership Activity [Roll Forward] | |||
Opening balance | $ 831 | $ 5,078 | $ 5,060 |
Distributions | (1,015) | 0 | 0 |
Distributions | 0 | (1,731) | (2,277) |
Share of net income | 191 | 1,284 | 2,295 |
Impairment | 0 | (3,800) | 0 |
Closing balance | $ 7 | $ 831 | $ 5,078 |
Distributions to Stockholders_2
Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions (Details) - USD ($) shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 25, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Receivable from related parties | $ 0 | $ 182,000 | |||
Rent expense, net | 26,990,000 | 19,406,000 | $ 18,613,000 | ||
Payments of debt issuance costs | $ 13,380,000 | 1,623,000 | 1,394,000 | ||
Sale of preferred stock (in shares) | 26 | ||||
8.50% Senior Notes Due 2026 | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 8.50% | ||||
8.50% Senior Notes Due 2026 | Senior Notes | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument | $ 135,000,000 | ||||
Interest rate | 8.50% | 8.50% | |||
Additional purchase amount | $ 5,000,000 | ||||
Charah, LLC Members’ Interest | 8.50% Senior Notes Due 2026 | Senior Notes | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument | 17,852,000 | ||||
Affiliated Entity | BCP | |||||
Related Party Transaction [Line Items] | |||||
Sale of preferred stock (in shares) | 26 | ||||
Affiliated Entity | Environmental Consulting and Engineering Services | ATC Group Services, LLC | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 100,000 | 288,000 | $ 184,000 | ||
Receivable from related parties | 0 | 0 | |||
Payable to related parties | 4,000 | 29,000 | |||
Affiliated Entity | Construction Services | BCP | Brown & Root Industrial Services, LLC | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | ||||
Affiliated Entity | Construction Services | Brown & Root Industrial Services, LLC | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 1,565,000 | ||||
Receivable from related parties | 0 | 0 | |||
Affiliated Entity | Corporate Office, Housing at Work Sites and Condo Rental | Price Real Estate, LLC | |||||
Related Party Transaction [Line Items] | |||||
Receivable from related parties | 0 | 0 | |||
Rent expense, net | 391,000 | ||||
Affiliated Entity | Flight Services | PriceFlight, LLC | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 85,000 | ||||
Receivable from related parties | 0 | $ 0 | |||
B. Riley Securities, Inc | 8.50% Senior Notes Due 2026 | Senior Notes | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument | $ 80,325,000 | ||||
Payments of debt issuance costs | $ 7,914,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill | $ 62,193,000 | $ 62,193,000 | |
Goodwill, impairment loss | 0 | ||
Amortization of intangible assets | 7,894,000 | 8,582,000 | $ 8,400,000 |
Impairment charges | $ 0 | 1,452,000 | |
Charah Trade Name | |||
Goodwill [Line Items] | |||
Impairment of intangible assets | $ 21,014,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 40,215 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 53,531 | $ 61,426 |
Charah Trade Name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | 0 | 21,014 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,330 | |
Impairment of intangible assets | 0 | 21,014 |
Net Carrying Amount | 13,316 | 13,316 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 78,942 | 78,942 |
Accumulated Amortization and Impairment | (38,727) | (30,832) |
Total | $ 40,215 | $ 48,110 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Definite-Lived Intangible Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 7,894 |
2023 | 7,894 |
2024 | 7,894 |
2025 | 7,894 |
2026 | 7,894 |
Thereafter | 745 |
Total | $ 40,215 |
Long-term Debt (Details)
Long-term Debt (Details) | Nov. 09, 2021USD ($)trading_day | Aug. 25, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 21, 2018USD ($) |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of common stock | $ 13,000,000 | $ 0 | $ 0 | |||
Debt issuance costs | 11,444,000 | 1,024,000 | ||||
Repayments of debt | 128,083,000 | 46,397,000 | $ 60,250,000 | |||
Write off of debt issue costs | 638,000 | |||||
JP Morgan | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 13,387,000 | |||||
Bank of America | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 5,649,000 | |||||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 19,027,000 | |||||
Secured Debt | Charah, LLC Members’ Interest | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.00% | |||||
8.50% Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | |||||
8.50% Senior Notes Due 2026 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument | $ 135,000,000 | |||||
Debt instrument, redemption price, percentage | 100.00% | |||||
Interest rate | 8.50% | 8.50% | ||||
Percentage of principal amount, minimum | 25.00% | |||||
Debt issuance costs | $ 12,116,000 | |||||
8.50% Senior Notes Due 2026 | Senior Notes | Charah, LLC Members’ Interest | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument | $ 17,852,000 | |||||
Debt instrument, term | 13 months | |||||
8.50% Senior Notes Due 2026 | Senior Notes | Period 1 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, redemption price, percentage | 103.00% | |||||
8.50% Senior Notes Due 2026 | Senior Notes | Period 2 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, redemption price, percentage | 102.00% | |||||
8.50% Senior Notes Due 2026 | Senior Notes | Period 3 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, redemption price, percentage | 100.00% | |||||
8.50% Senior Notes Due 2026, Additional Borrowings | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument | $ 5,000,000 | |||||
Credit Agreement | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 1,366,000 | |||||
Credit Agreement | Line of Credit | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Provision for sustainability adjustment, percentage | 0.05% | |||||
Credit Agreement | Line of Credit | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Provision for sustainability adjustment, percentage | (0.05%) | |||||
Credit Agreement | Line of Credit | Adjusted LIBO Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 2.25% | |||||
Additional basis spread on basis spread | 1.25% | |||||
Credit Agreement | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 0.50% | |||||
Credit Agreement | Line of Credit | One Month Adjusted LIBO Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 1.00% | |||||
Credit Agreement | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, term | 4 years | |||||
Maximum borrowing capacity | $ 30,000,000 | |||||
Accordion feature, higher borrowing capacity option | 5,000,000 | |||||
Maximum availability | $ 1,000,000 | |||||
Percentage of Lesser of the aggregate revolving commitments and the borrowing base | 0.125 | |||||
PP&E component | $ 7,500,000 | |||||
Line of credit facility, consecutive business days, maximum borrowing capacity | $ 3,500,000 | |||||
Line of credit facility, consecutive business day | trading_day | 3 | |||||
Line of credit facility, threshold consecutive months | trading_day | 12 | |||||
Line of credit facility, fixed charge coverage ratio | 1 | |||||
Credit Agreement | Line of Credit | Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 5,000,000 | |||||
Credit Agreement | Line of Credit | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 5,000,000 | |||||
Syndicated Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | 114,123,000 | |||||
Payment of debt accrued fees | 2,000,000 | |||||
Syndicated Credit Facility | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Letters of credit outstanding | $ 11,079,000 | |||||
Repayments of debt | $ 12,340,000 | |||||
Syndicated Credit Facility | Line of Credit | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 205,000,000 | |||||
Syndicated Credit Facility | Line of Credit | Loan Commitment | ||||||
Debt Instrument [Line Items] | ||||||
Accordion feature, higher borrowing capacity option | $ 25,000,000 |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 25, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 |
Debt Instrument [Line Items] | |||||||
Total | $ 152,672 | $ 148,301 | |||||
Less debt issuance costs | (11,444) | (1,024) | |||||
Total | 141,228 | 147,277 | |||||
Less current maturities | (7,567) | (22,308) | |||||
Notes payable due after one year | 133,661 | 124,969 | |||||
Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 17,672 | ||||||
Total | 152,672 | ||||||
Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 1,748 | 2,871 | |||||
Interest rate | 5.20% | ||||||
Equipment net book value | 983 | ||||||
Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 6 | ||||||
Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 24 | ||||||
Equipment Notes Payable, 5.6% and 6.8% Due March 2023 Through May 2025 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 5,952 | 8,446 | |||||
Equipment net book value | 5,471 | ||||||
Equipment Notes Payable, 5.6% and 6.8% Due March 2023 Through May 2025 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 1 | ||||||
Interest rate | 5.60% | ||||||
Equipment Notes Payable, 5.6% and 6.8% Due March 2023 Through May 2025 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 39 | ||||||
Interest rate | 6.80% | ||||||
Equipment Notes Payable, 3.9% and 6.4% Due April 2021 Through December 2024 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 2,633 | 3,490 | |||||
Equipment net book value | 2,454 | ||||||
Equipment Notes Payable, 3.9% and 6.4% Due April 2021 Through December 2024 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 2 | ||||||
Interest rate | 3.90% | ||||||
Equipment Notes Payable, 3.9% and 6.4% Due April 2021 Through December 2024 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 23 | ||||||
Interest rate | 6.40% | ||||||
Equipment Notes Payable 5.4% Due March2023 Through May2025 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 1,624 | $ 2,011 | |||||
Interest rate | 5.40% | ||||||
Equipment net book value | 1,767 | ||||||
Equipment Notes Payable 5.4% Due March2023 Through May2025 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 9 | ||||||
Equipment Notes Payable 5.4% Due March2023 Through May2025 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | 10 | ||||||
Equipment Notes Payable 4.0% Due August and February 2026 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 1,861 | 0 | |||||
Equipment net book value | 1,696 | ||||||
Equipment Notes Payable 4.0% Due August and February 2026 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 3 | ||||||
Interest rate | 4.00% | ||||||
Equipment Notes Payable 4.0% Due August and February 2026 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 9 | ||||||
Interest rate | 6.50% | ||||||
Commercial Insurance Premium Financing Agreement3.4% to 3.8% Due February 2021 | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | $ 0 | 453 | |||||
Commercial Insurance Premium Financing Agreement3.4% to 3.8% Due February 2021 | Line of Credit | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 22 | ||||||
Interest rate | 3.40% | ||||||
Commercial Insurance Premium Financing Agreement3.4% to 3.8% Due February 2021 | Line of Credit | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 126 | ||||||
Interest rate | 3.80% | ||||||
Commercial Insurance Premium Financing Agreement 3.0% to 3.9% Due October through April 2022 | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | $ 467 | 0 | |||||
Commercial Insurance Premium Financing Agreement 3.0% to 3.9% Due October through April 2022 | Line of Credit | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 24 | ||||||
Interest rate | 3.00% | ||||||
Commercial Insurance Premium Financing Agreement 3.0% to 3.9% Due October through April 2022 | Line of Credit | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 117 | ||||||
Interest rate | 0.039% | ||||||
4.5% Equipment Line Of Credit | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | $ 3,387 | 5,791 | |||||
Total | 2,292 | ||||||
Interest rate | 4.50% | ||||||
Initial commitment | $ 10,000 | ||||||
Syndicated Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | $ 0 | 125,239 | |||||
8.50% Senior Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 8.50% | ||||||
8.50% Senior Notes Due 2026 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Total | $ 135,000 | $ 0 | |||||
Less debt issuance costs | $ (12,116) | ||||||
Interest rate | 8.50% | 8.50% |
Notes Payable - Maturities of N
Notes Payable - Maturities of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 141,228 | $ 147,277 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
2022 | 7,567 | |
2023 | 5,545 | |
2024 | 3,226 | |
2025 | 1,122 | |
2026 | 135,212 | |
Thereafter | 0 | |
Total | $ 152,672 |
Sale-leaseback Transaction (Det
Sale-leaseback Transaction (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sale Leaseback Transaction [Line Items] | ||||
Proceeds from sale-leaseback transaction | $ 7,000 | $ 0 | $ 7,000 | $ 0 |
Proceeds from sale-leaseback transaction | 461 | |||
Loan origination fees | 88 | |||
Sale leaseback transaction, lease term | 3 years | |||
Sale leaseback transaction obligation, current | $ 2,357 | |||
Sale leaseback transaction obligation, noncurrent | $ 2,128 | |||
Plant and Machinery | ||||
Sale Leaseback Transaction [Line Items] | ||||
Accumulated depreciation | 9,841 | |||
Equipment and Vehicles | ||||
Sale Leaseback Transaction [Line Items] | ||||
Accumulated depreciation | $ 3,302 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)trading_day$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 04, 2020$ / shares | |
Temporary Equity [Line Items] | ||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | shares | 26,000 | |||
Series A Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Accrued preferred stock dividends | $ 1,994,000 | $ 1,356,000 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 1,000 | |||
Dividend in cash, liquidation preference percentage | 10.00% | |||
Dividend other than cash, liquidation preference percentage | 13.00% | |||
Dividend other than cash, liquidation preference percentage, upon default | 16.00% | |||
Series A Preferred Stock, aggregate liquidation preference | $ 32,712,000 | $ 28,783,000 | ||
Conversion term | 3 months | |||
Conversion price (in dollars per share) | $ / shares | $ 2.77 | |||
Weighted average price percentage of preferred stock | 30.00% | |||
Common stock issuable if preferred stock is converted (in shares) | shares | 11,809,000 | |||
Threshold trading days | trading_day | 30 | |||
Threshold consecutive trading days | trading_day | 20 | |||
Conversion price, percentage | 120.00% | |||
Conversion price, upon change of control | 100.00% | |||
Dividend discount spread on treasury rate | 0.50% | |||
Make whole payment, maximum | $ 4,000,000 | |||
Conversion price, upon early redemption | 103.00% | |||
Anti-dilutive Series A Preferred Stock convertible into common stock | ||||
Temporary Equity [Line Items] | ||||
Conversion term | 3 years | |||
Anti-dilutive Series A Preferred Stock convertible into common stock | Period 1 | ||||
Temporary Equity [Line Items] | ||||
Conversion term | 3 years | |||
Anti-dilutive Series A Preferred Stock convertible into common stock | Period 2 | ||||
Temporary Equity [Line Items] | ||||
Conversion term | 7 years | |||
Amendment No. 3 to Credit Agreement | Anti-dilutive Series A Preferred Stock convertible into common stock | ||||
Temporary Equity [Line Items] | ||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | shares | 26,000 | |||
Series A Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||
Original issue discount, rate | 3.00% | |||
Amendment No. 3 to Credit Agreement | Anti-dilutive Series A Preferred Stock convertible into common stock | Private Placement | ||||
Temporary Equity [Line Items] | ||||
Proceeds from issuance, net of discount | $ 26,000,000 | |||
Original issue discount, amount | 780,000 | |||
Proceeds from private placement | 25,220,000 | |||
Payments of stock issuance costs | $ 966,000 | |||
Accrued preferred stock dividends | $ 1,030,000 | |||
Amendment No. 3 to Credit Agreement | Anti-dilutive Series A Preferred Stock convertible into common stock | Private Placement | Estimate of Fair Value Measurement | ||||
Temporary Equity [Line Items] | ||||
Accrued preferred stock dividends | $ 1,994,000 |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - Interest Rate Swap - USD ($) $ in Thousands | Aug. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||||
Derivative, termination fee | $ 745 | |||
Not Designated as Hedging Instrument | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (loss) on derivative | $ 190 | $ 181 | $ (2,007) |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Schedule of Asset and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract with Customer, Asset, Net, Current [Abstract] | ||
Costs and estimated earnings in excess of billings | $ 17,163 | $ 12,196 |
Retainage | 9,681 | 6,133 |
Total contract assets | 26,844 | 18,329 |
Contract with Customer, Liability [Abstract] | ||
Deferred revenue | 483 | 128 |
Billings in excess of costs and estimated earnings | (5,716) | (6,167) |
Total contract liabilities | 6,199 | $ 6,295 |
Revenue recognized | $ 6,295 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Activity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Costs incurred on uncompleted contracts | $ 227,195 | $ 123,339 |
Estimated earnings | 22,331 | 18,425 |
Total costs and earnings | 249,526 | 141,764 |
Less billings to date | (238,079) | (135,735) |
Costs and estimated earnings in excess of billings | $ 11,447 | $ 6,029 |
Contract Assets and Liabiliti_5
Contract Assets and Liabilities - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Costs and estimated earnings in excess of billings | $ 17,163 | $ 12,196 |
Billings in excess of costs and estimated earnings | (5,716) | (6,167) |
Net balance in process | 11,447 | 6,029 |
Long-term contracts, loss accrual | $ 159 | $ 155 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period (in units) | 736,000 | ||||
Vested (in shares) | 535,000 | ||||
Forfeited (in shares) | 102,000 | ||||
Fair value of awards vested | $ 2,463 | ||||
Common Stock | 2018 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized to be issued (in units) | 5,007 | 5,007 | 3,007,000 | ||
Additional shares issued (in shares) | 2,000 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period (in units) | 501,000 | ||||
Vested (in shares) | 535,000 | 128,000 | |||
Forfeited (in shares) | 62,000 | ||||
Compensation expense | $ 1,945 | $ 1,512 | $ 1,839 | $ 2,069 | |
Unrecognized compensation cost, period for recognition | 1 year 3 months 14 days | ||||
Restricted Stock | 2018 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period (in units) | 501,000 | 542,000 | 769,000 | ||
Vested (in shares) | 3,000 | 15,000 | 2,000 | ||
Vesting period | 11 months | 1 year | |||
Restricted Stock | 2018 Omnibus Incentive Plan | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 90,000 | 90,000 | 550,000 | ||
Vesting period | 1 year | 1 year | 3 years | ||
Restricted Stock | 2018 Omnibus Incentive Plan | Share-based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 408,000 | 437,000 | 89,000 | ||
Vesting period | 3 years | 3 years | 4 years | ||
Restricted Stock | 2018 Omnibus Incentive Plan, 2021 Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized to be issued (in units) | 3,000 | 3,000 | |||
Forfeited (in shares) | 0 | ||||
Restricted Stock | 2018 Omnibus Incentive Plan, 2020 Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 251,000 | ||||
Forfeited (in shares) | 71,000 | ||||
Restricted Stock | 2018 Omnibus Incentive Plan, 2019 Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 491 | ||||
Forfeited (in shares) | 111 | ||||
Performance Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period (in units) | 235,000 | 228,000 | |||
Vested (in shares) | 0 | ||||
Vesting period | 3 years | ||||
Forfeited (in shares) | 40,000 | ||||
Maximum number of earned PSUs for the performance period, target number of PSUs | 200.00% | 200.00% | |||
Compensation expense | $ 757 | $ 555 | $ 345 | ||
Unrecognized compensation cost, period for recognition | 1 year 10 months 28 days | ||||
Unrecognized compensation cost | $ 968 | $ 968 | |||
Performance Stock | Charah Management LLC | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance goal weight | 50.00% | 50.00% | |||
Performance Stock | 2018 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted in period (in units) | 331 | ||||
Vested (in shares) | 0 | ||||
Vesting period | 3 years | ||||
Forfeited (in shares) | 72,000 | ||||
Risk free interest rate | 2.29% | ||||
Assumed volatility rate | 30.00% | ||||
Performance Stock | 2018 Omnibus Incentive Plan, 2020 Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 0 | ||||
Forfeited (in shares) | 43,000 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | |||
Beginning balance (in shares) | 1,434 | ||
Granted (in shares) | 736 | ||
Forfeited (in shares) | (102) | ||
Vested (in shares) | (535) | ||
Ending balance (in shares) | 1,533 | 1,434 | |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 4.74 | ||
Granted (in dollars per share) | 5.20 | ||
Forfeited (in dollars per share) | 6.45 | ||
Vested (in dollars per share) | 5.88 | ||
Ending balance (in dollars per share) | $ 4.46 | $ 4.74 | |
Weighted Average Remaining Contractual Terms (Years) | 1 year 14 days | 1 year 25 days | |
Aggregate Intrinsic Value | $ 7,051 | $ 4,116 | |
Restricted Stock | |||
Shares | |||
Beginning balance (in shares) | 981 | ||
Granted (in shares) | 501 | ||
Forfeited (in shares) | (62) | ||
Vested (in shares) | (535) | (128) | |
Ending balance (in shares) | 885 | 981 | |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 5.08 | ||
Granted (in dollars per share) | 5.41 | ||
Forfeited (in dollars per share) | 7.54 | ||
Vested (in dollars per share) | 5.88 | ||
Ending balance (in dollars per share) | $ 4.62 | $ 5.08 | |
Weighted Average Remaining Contractual Terms (Years) | 10 months 17 days | 9 months 14 days | |
Aggregate Intrinsic Value | $ 4,072 | $ 2,817 | |
Performance Stock | |||
Shares | |||
Beginning balance (in shares) | 453 | ||
Granted (in shares) | 235 | 228 | |
Forfeited (in shares) | (40) | ||
Vested (in shares) | 0 | ||
Ending balance (in shares) | 648 | 453 | |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 4.02 | ||
Granted (in dollars per share) | 4.74 | ||
Forfeited (in dollars per share) | 4.76 | ||
Vested (in dollars per share) | 0 | ||
Ending balance (in dollars per share) | $ 4.24 | $ 4.02 | |
Weighted Average Remaining Contractual Terms (Years) | 1 year 3 months 3 days | 1 year 8 months 4 days | |
Aggregate Intrinsic Value | $ 2,979 | $ 1,299 |
Defined Contribution Retireme_2
Defined Contribution Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Vesting Period For Service Term | 6 years | ||
Defined Contribution Plan, Required Service Term | 1 year | ||
Pension Plan | Qualified Plan | 401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum annual contributions percentage | 90.00% | ||
Employer matching contribution percentage | 3.00% | ||
Defined contribution plan, employer discretionary contribution amount | $ 940 | $ 393 | $ 1,014 |
Multiemployer Pension Plan (Det
Multiemployer Pension Plan (Details) - AMS - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Central states, southeast and southwest areas pension plan | |||
Multiemployer Plans [Line Items] | |||
Contributions to funds | $ 111 | $ 55 | $ 47 |
Operating Engineers Local 324 Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions to funds | 0 | 27 | 0 |
Employer Teamsters Locals 175 & 505 pension trust fund | |||
Multiemployer Plans [Line Items] | |||
Contributions to funds | $ 81 | $ 74 | $ 112 |
Income Taxes - Schedule of Tota
Income Taxes - Schedule of Total Income Tax (Benefit) Expense On (Loss) Income Before Income Allocated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Continuing operations | $ 661 | $ (914) | $ 4,190 |
Discontinued operations | 0 | 94 | 0 |
Total | $ 661 | $ (820) | $ 4,190 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense (benefit): | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 80 | (80) | (169) |
Current income tax (benefit) expense | 80 | (80) | (169) |
Deferred income tax expense (benefit): | |||
Federal | 500 | (843) | 2,389 |
State | 81 | 9 | 1,970 |
Deferred income tax expense (benefit) | 581 | (834) | 4,359 |
Total income tax expense (benefit) | $ 661 | $ (914) | $ 4,190 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at the federal statutory rate (21%) | $ (1,079) | $ (13,537) | $ (8,849) |
State income tax (benefit) expense, net of federal tax benefit | 127 | (70) | 1,180 |
Non-controlling interest | (3) | (251) | (595) |
Stock compensation | (164) | 277 | 78 |
Valuation allowance | 1,578 | 12,328 | 12,190 |
Permanent items | 202 | 339 | 186 |
Total income tax expense (benefit) | $ 661 | $ (914) | $ 4,190 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Loss carryovers | $ 14,333 | $ 5,505 | |
Intangible assets | 3,431 | 4,315 | |
Other accrued expenses and reserves | 2,326 | 3,987 | |
Loan modification costs | 0 | 1,828 | |
Capital leases | 1,091 | 1,646 | |
Deferred asset sale | 226 | 1,440 | |
Accrued bonus | 1,195 | 1,278 | |
Asset retirement obligations | 10,222 | 1,253 | |
Capitalized cost | 819 | 0 | |
Deferred tax assets | 33,643 | 21,252 | |
Valuation allowance | (19,937) | (17,158) | $ (12,908) |
Net deferred tax asset | 13,706 | 4,094 | |
Deferred tax liabilities: | |||
Fixed assets, including land | 9,757 | 4,345 | |
Restricted cash from ERT projects | 4,838 | 0 | |
Prepaid expenses | 60 | 117 | |
Deferred tax liabilities | 14,655 | 4,462 | |
Net deferred tax liability | $ 949 | $ 368 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Operating loss carryforwards, federal income tax | $ 47,324 | ||
Deferred interest expense | 9,900 | ||
Net deferred tax liability | 949 | $ 368 | |
Valuation allowance | 19,937 | $ 17,158 | $ 12,908 |
Unrecognized tax benefits that would impact effective tax rate | $ 0 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Asset, Valuation Allowance [Roll Forward] | ||
Beginning balance | $ (17,158) | $ (12,908) |
Current additions recorded in income tax (benefit) or expense | (2,708) | (14,204) |
Current reductions recorded in income tax (benefit) or expense | 837 | 3,264 |
Other adjustments | (908) | 6,690 |
Ending balance | $ (19,937) | $ (17,158) |
Leases - Future Minimum Lease (
Leases - Future Minimum Lease (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 10,216 |
2023 | 9,271 |
2024 | 5,646 |
2025 | 2,151 |
2026 | 1,003 |
Thereafter | 819 |
Total | $ 29,106 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Rent expense, net | $ 26,990 | $ 19,406 | $ 18,613 |
Leases - Depreciation of capita
Leases - Depreciation of capital lease assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Capital lease assets | $ 31,172 | $ 6,627 |
Less: accumulated depreciation | (3,606) | (368) |
Capital lease assets, net | $ 27,566 | $ 6,259 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 8,680 |
2023 | 8,429 |
2024 | 6,231 |
2025 | 4,794 |
2026 | 2,293 |
Minimum lease payments total | 30,427 |
Amount representing interest | 4,097 |
Present value of lease payments | $ 26,330 |
Loss Per Share - Basic and Dilu
Loss Per Share - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||||||||
Net loss from continuing operations | $ (5,814) | $ (64,746) | $ (49,163) | ||||||||
Deemed and imputed dividends on Series A Preferred Stock | $ (149) | $ (148) | $ (148) | $ (147) | $ (147) | $ (147) | $ (167) | $ 0 | (592) | (461) | 0 |
Series A Preferred Stock dividends | (1,995) | (1,946) | (2,148) | (2,067) | (2,218) | (877) | (858) | (111) | (8,156) | (4,064) | 0 |
Net loss from continuing operations attributable to common stockholders | (828) | (3,771) | (6,462) | (3,501) | (14,562) | (69,271) | (49,163) | ||||
Net income from discontinued operations | 0 | 8,883 | 7,105 | ||||||||
Net loss attributable to common stockholders | (14,562) | (60,388) | (42,058) | ||||||||
Net loss attributable to common stockholders | $ (828) | $ (3,771) | $ (6,462) | $ (3,501) | $ (36,226) | $ (5,240) | $ (4,561) | $ (14,361) | $ (14,562) | $ (60,388) | $ (42,058) |
Denominator: | |||||||||||
Weighted average shares outstanding (in shares) | 31,573 | 29,897 | 29,495 | ||||||||
Dilutive share-based awards (in shares) | 0 | 0 | 0 | ||||||||
Total weighted average shares outstanding, including dilutive shares (in shares) | 31,573 | 29,897 | 29,495 | ||||||||
Net loss from continuing operations per common share | |||||||||||
Basic (in dollars per share) | $ (0.02) | $ (0.12) | $ (0.21) | $ (0.12) | $ (1.27) | $ (0.18) | $ (0.28) | $ (0.59) | $ (0.46) | $ (2.32) | $ (1.67) |
Diluted (in dollars per share) | (0.02) | (0.12) | (0.21) | (0.12) | (1.27) | (0.18) | (0.28) | (0.59) | (0.46) | (2.32) | (1.67) |
Net income from discontinued operations per common share | |||||||||||
Basic (in dollars per share) | 0 | 0 | 0 | 0 | 0.06 | 0 | 0.13 | 0.10 | 0 | 0.30 | 0.24 |
Diluted (in dollars per share) | 0 | 0 | 0 | 0 | 0.06 | 0 | 0.13 | 0.10 | 0 | 0.30 | 0.24 |
Net loss attributable to common stockholders per common share | |||||||||||
Basic (in dollars per share) | (0.02) | (0.12) | (0.21) | (0.12) | (1.21) | (0.17) | (0.15) | (0.48) | (0.46) | (2.02) | (1.43) |
Diluted (in dollars per share) | $ (0.02) | $ (0.12) | $ (0.21) | $ (0.12) | $ (1.21) | $ (0.17) | $ (0.15) | $ (0.48) | $ (0.46) | $ (2.02) | $ (1.43) |
Loss Per Share - Antidilutive S
Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,234 | 9,250 | 1,329 |
Anti-dilutive restricted and performance stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,318 | 1,510 | 1,329 |
Anti-dilutive Series A Preferred Stock convertible into common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,916 | 7,740 | 0 |
Major Customers (Details)
Major Customers (Details) - Customer Concentration Risk - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Revenue from Contract with Customer Benchmark | Customer 1 | ||
Concentration Risk [Line Items] | ||
Revenue | $ 40,590 | |
Concentration risk, percentage | 13.80% | |
Revenue from Contract with Customer Benchmark | Customer 2 | ||
Concentration Risk [Line Items] | ||
Revenue | $ 34,788 | $ 46,587 |
Concentration risk, percentage | 11.90% | 19.00% |
Revenue from Contract with Customer Benchmark | Customer 3 | ||
Concentration Risk [Line Items] | ||
Revenue | $ 29,670 | |
Concentration risk, percentage | 10.10% | |
Accounts Receivable | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 4.60% | |
Accounts Receivable | Customer 2 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.10% | 14.00% |
Accounts Receivable | Customer 3 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 2.40% |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 93,433 | $ 84,161 | $ 63,518 | $ 52,107 | $ 65,680 | $ 63,116 | $ 52,304 | $ 51,277 | $ 293,219 | $ 232,377 | $ 244,661 |
Operating income (loss) | 6,669 | 2,661 | (770) | 1,978 | (30,237) | (108) | (3,451) | (5,773) | 10,538 | (39,569) | (29,810) |
Loss before income taxes and non-controlling interest | 1,316 | (1,677) | (4,166) | (1,287) | (5,814) | (55,863) | (42,058) | ||||
Deemed and imputed dividends on Series A Preferred Stock | (149) | (148) | (148) | (147) | (147) | (147) | (167) | 0 | (592) | (461) | 0 |
Series A Preferred Stock dividends | (1,995) | (1,946) | (2,148) | (2,067) | (2,218) | (877) | (858) | (111) | (8,156) | (4,064) | 0 |
Net loss from continuing operations attributable to common stockholders | (828) | (3,771) | (6,462) | (3,501) | (14,562) | (69,271) | (49,163) | ||||
Income from discontinued operations, net of tax | 0 | 0 | 0 | 0 | 1,944 | 119 | 3,777 | 3,043 | 0 | 8,883 | 7,105 |
Net loss attributable to common stockholders | $ (828) | $ (3,771) | $ (6,462) | $ (3,501) | $ (36,226) | $ (5,240) | $ (4,561) | $ (14,361) | $ (14,562) | $ (60,388) | $ (42,058) |
Net loss from continuing operations per common share | |||||||||||
Basic (in dollars per share) | $ (0.02) | $ (0.12) | $ (0.21) | $ (0.12) | $ (1.27) | $ (0.18) | $ (0.28) | $ (0.59) | $ (0.46) | $ (2.32) | $ (1.67) |
Diluted (in dollars per share) | (0.02) | (0.12) | (0.21) | (0.12) | (1.27) | (0.18) | (0.28) | (0.59) | (0.46) | (2.32) | (1.67) |
Net income from discontinued operations per common share | |||||||||||
Basic (in dollars per share) | 0 | 0 | 0 | 0 | 0.06 | 0 | 0.13 | 0.10 | 0 | 0.30 | 0.24 |
Diluted (in dollars per share) | 0 | 0 | 0 | 0 | 0.06 | 0 | 0.13 | 0.10 | 0 | 0.30 | 0.24 |
Net loss attributable to common stockholders per common share | |||||||||||
Basic (in dollars per share) | (0.02) | (0.12) | (0.21) | (0.12) | (1.21) | (0.17) | (0.15) | (0.48) | (0.46) | (2.02) | (1.43) |
Diluted (in dollars per share) | $ (0.02) | $ (0.12) | $ (0.21) | $ (0.12) | $ (1.21) | $ (0.17) | $ (0.15) | $ (0.48) | $ (0.46) | $ (2.02) | $ (1.43) |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effect of Fourth Quarter Events [Line Items] | |||||||
Gain on sales-type lease | $ 5,568 | $ 5,568 | $ 0 | $ 0 | |||
Gains on sales of real estate, property and equipment, net | $ 14,669 | 23,543 | 0 | 0 | |||
Accrued payroll and bonuses | 7,798 | $ 7,227 | 7,798 | 7,227 | |||
Asset impairment charges | 35,415 | $ 6,399 | 827 | 40,772 | 0 | ||
Reduction from expiration of purchase option liability | $ 7,110 | ||||||
Gain on change in contingent payment liability | $ 9,702 | 0 | $ (9,702) | $ 0 | |||
General and Administrative Expense | |||||||
Effect of Fourth Quarter Events [Line Items] | |||||||
Accrued payroll and bonuses | $ 4,750 | $ 4,750 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 467 | $ 146 |
Charged to Expense | 62 | 354 |
Deductions | (383) | (33) |
Balance at End of Period | 146 | 467 |
Valuation allowance for deferred taxes | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 17,158 | 12,908 |
Charged to Expense | 3,616 | 14,204 |
Deductions | (837) | (9,954) |
Balance at End of Period | $ 19,937 | $ 17,158 |
Uncategorized Items - chra-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |