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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-Q
____________________________
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 001-38523
____________________________
CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
____________________________
Delaware 82-4228671
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
12601 Plantside Drive
Louisville, Kentucky
40299
(Address of principal executive offices) (Zip Code)
 

Registrant’s telephone number, including area code: (502) 245-1353
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.01 per share CHRA New York Stock Exchange
____________________________
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer ¨
     
Accelerated filer ¨
Non-accelerated filer x
   
Smaller reporting company ☐
     
Emerging growth company ☒
 
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No x
    As of November 1, 2020, the registrant had 29,992,835 shares of common stock outstanding.



CHARAH SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS
Page
ii
 
1
1
1
2
3
5
7
27
39
39
 
40
40
40
41
41
 
42

See accompanying notes to condensed consolidated financial statements.

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report on Form 10‑Q (this “Quarterly Report”) includes “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward‑looking statements. When used in this Quarterly Report, the words “may,” “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward‑looking statements. However, not all forward‑looking statements contain such identifying words. These forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements included in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019 and in Part II, “Item 1A. Risk Factors” of this Quarterly Report and elsewhere herein. These forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.
    Forward‑looking statements may include statements about:
•the impacts from the COVID-19 pandemic on the Company’s business;
•our business strategy;
•our operating cash flows, the availability of capital and our liquidity;
•our future revenue, income and operating performance;
•our ability to sustain and improve our utilization, revenue and margins;
•our ability to maintain acceptable pricing for our services;
•our future capital expenditures;
•our ability to finance equipment, working capital and capital expenditures;
•competition and government regulations;
•our ability to obtain permits and governmental approvals;
•pending legal or environmental matters or liabilities;
•environmental hazards;
•industrial accidents;
•business or asset acquisitions;
•general economic conditions;
•credit markets;
•our ability to successfully develop our research and technology capabilities and to implement technological developments and enhancements;
•uncertainty regarding our future operating results; and
•plans, objectives, expectations and intentions, as well as any other statement contained in this Quarterly Report that are not statements of historical fact.
We caution you that these forward‑looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019 and under Part II, “Item 1A. Risk Factors” of this Quarterly Report and elsewhere herein. Should one or more of the risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward‑looking statements.
All forward‑looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward‑looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward‑looking statements, all of which are expressly qualified by the statements in this cautionary note, to reflect events or circumstances after the date of this Quarterly Report.
See accompanying notes to condensed consolidated financial statements.

ii

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CHARAH SOLUTIONS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except par value amounts)
(Unaudited)
September 30, 2020 December 31, 2019
Assets
Current assets:
Cash $ 30,006  $ 4,913 
Restricted cash 9,161  1,215 
Trade accounts receivable, net 66,422  50,570 
Receivable from affiliates 94  390 
Contract assets 17,216  20,641 
Inventory 9,234  14,792 
Income tax receivable 650  1,374 
Prepaid expenses and other current assets 7,445  4,615 
Total current assets 140,228  98,510 
Property and equipment, net 64,769  85,294 
Goodwill 74,213  74,213 
Intangible assets, net 86,106  92,473 
Equity method investments 5,095  5,078 
Other assets 1,157  188 
Total assets $ 371,568  $ 355,756 
Liabilities, mezzanine equity and stockholders’ equity
Current liabilities:
Accounts payable 22,414  25,510 
Contract liabilities 12,061  582 
Notes payable, current maturities 37,873  34,873 
Asset retirement obligation, current portion 2,921  9,944 
Purchase option liability —  7,110 
Accrued liabilities 45,023  35,490 
Other current liabilities 1,021  1,116 
Total current liabilities 121,313  114,625 
Deferred tax liabilities 2,214  1,492 
Contingent payments for acquisitions 11,624  11,481 
Asset retirement obligation 4,026  5,187 
Line of credit 25,667  19,000 
Notes payable, less current maturities 148,986  150,698 
Other liabilities 1,000  — 
Total liabilities 314,830  302,483 
Commitments and contingencies (see Note 15)
Mezzanine equity
Series A Preferred Stock — $0.01 par value; 50 shares authorized, 26 shares issued and outstanding as of September 30, 2020; aggregate liquidation preference of $27,878 as of September 30, 2020
25,536  — 
Stockholders’ equity
Retained losses (55,004) (33,002)
Common Stock — $0.01 par value; 200,000 shares authorized, 29,986 and 29,624 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
300  296 
Additional paid-in capital 84,970  85,187 
Total stockholders’ equity
30,266  52,481 
Non-controlling interest 936  792 
Total equity 31,202  53,273 
Total liabilities, mezzanine equity and stockholders’ equity
$ 371,568  $ 355,756 

See accompanying notes to condensed consolidated financial statements.

1

CHARAH SOLUTIONS, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
  Three Months Ended Nine Months Ended
September 30, September 30,
  2020 2019 2020 2019
Revenue $ 118,715  $ 121,113  $ 416,491  $ 405,307 
Cost of sales 106,672  107,254  382,917  378,134 
Gross profit 12,043  13,859  33,574  27,173 
General and administrative expenses 4,853  14,096  27,246  45,481 
Impairment expense 6,399  —  6,399  — 
Operating income (loss) 791 (237) (71) (18,308)
Interest expense, net (4,331) (3,833) (12,787) (12,987)
Loss on extinguishment of debt —  —  (8,603) — 
Income from equity method investment 625  667 1,247  1,884 
Loss before income taxes (2,915) (3,403) (20,214) (29,411)
Income tax expense (benefit) 608  (1,100) 608  (7,489)
Net loss (3,523) (2,303) (20,822) (21,922)
Less income attributable to non-controlling interest 693  1,010  1,180  2,236 
Net loss attributable to Charah Solutions, Inc. (4,216) (3,313) (22,002) (24,158)
Deemed and imputed dividends on Series A Preferred Stock (147) —  (314) — 
Series A Preferred Stock dividends (877) —  (1,846) — 
Net loss attributable to common stockholders $ (5,240) $ (3,313) $ (24,162) $ (24,158)
Loss per common share: `
Basic $ (0.17) $ (0.11) $ (0.81) $ (0.82)
Diluted $ (0.17) $ (0.11) $ (0.81) $ (0.82)
Weighted-average shares outstanding used in loss per common share:
Basic 29,986  29,605 29,853  29,452
Diluted 29,986  29,605 29,853  29,452














See accompanying notes to condensed consolidated financial statements.
2

CHARAH SOLUTIONS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share amounts)
(Unaudited)

For the Three Months Ended September 30, 2019
Mezzanine Equity Permanent Equity
  Preferred Stock (Shares) Preferred Stock (Amount) Common Stock (Shares) Common Stock (Amount) Additional Paid-In Capital Retained
Losses 		Total Non-Controlling
Interest 		Total
Balance, June 30, 2019 —  $ —  29,586,165  $ 296  $ 83,681  $ (11,431) $ 72,546  $ 1,023  $ 73,569 
Net (loss) income
—  —  —  —  —  (3,313) (3,313) 1,010  (2,303)
Distributions
—  —  —  —  —  —  —  (1,000) (1,000)
Share-based compensation expense
—  —  —  —  659  —  659  —  659 
Shares issued under share-based compensation plans
—  —  36,670  —  —  —  —  —  — 
Balance, September 30, 2019 —  $ —  29,622,835  $ 296  $ 84,340  $ (14,744) $ 69,892  $ 1,033  $ 70,925 
For the Three Months Ended September 30, 2020
Mezzanine Equity Permanent Equity
  Preferred Stock (Shares) Preferred Stock (Amount) Common Stock (Shares) Common Stock (Amount) Additional Paid-In Capital Retained
Losses 		Total Non-Controlling
Interest 		Total
Balance, June 30, 2020 26,000  $ 24,549  29,985,763  $ 300  $ 85,380  $ (50,788) $ 34,892  $ 570  $ 35,462 
Net (loss) income
—  —  —  —  —  (4,216) (4,216) 693  (3,523)
Distributions
—  —  —  —  —  —  —  (327) (327)
Share-based compensation expense
—  —  —  —  614  —  614  —  614 
Shares issued under share-based compensation plans
—  —  —  —  —  —  —  —  — 
Taxes paid related to net settlement of shares
—  —  —  —  —  —  —  —  — 
Issuance of Series A Preferred Stock, net of issuance costs
—  (10) —  —  —  —  —  —  — 
Deemed and imputed dividends on Series A Preferred Stock
—  997  —  —  (147) —  (147) —  (147)
Series A Preferred Stock dividends
—  —  —  —  (877) —  (877) —  (877)
Balance, September 30, 2020 26,000  $ 25,536  29,985,763  $ 300  $ 84,970  $ (55,004) $ 30,266  $ 936  $ 31,202 











See accompanying notes to condensed consolidated financial statements.
3

CHARAH SOLUTIONS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share amounts)
(Unaudited)

For the Nine Months Ended September 30, 2019
Mezzanine Equity Permanent Equity
  Preferred Stock (Shares) Preferred Stock (Amount) Common Stock (Shares) Common Stock (Amount) Additional Paid-In Capital Retained
Losses 		Total Non-Controlling
Interest 		Total
Balance, December 31, 2018 —  $ —  29,082,988  $ 291  $ 82,880  $ 9,414  $ 92,585  $ 805  $ 93,390 
Net (loss) income
—  —  —  —  —  (24,158) (24,158) 2,236  (21,922)
Distributions
—  —  —  —  —  —  —  (2,008) (2,008)
Share-based compensation expense
—  —  —  —  1,666  —  1,666  —  1,666 
Shares issued under share-based compensation plans
—  —  568,500  5  (5) —  —  —  — 
Taxes paid related to net settlement of shares
—  —  (28,653) —  (201) —  (201) —  (201)
Balance, September 30, 2019 —  $ —  29,622,835  $ 296  $ 84,340  $ (14,744) $ 69,892  $ 1,033  $ 70,925 
For the Nine Months Ended September 30, 2020
Mezzanine Equity Permanent Equity
  Preferred Stock (Shares) Preferred Stock (Amount) Common Stock (Shares) Common Stock (Amount) Additional Paid-In Capital Retained
Losses 		Total Non-Controlling
Interest 		Total
Balance, December 31, 2019 —  $ —  29,622,835  $ 296  $ 85,187  $ (33,002) $ 52,481  $ 792  $ 53,273 
Net (loss) income
—  —  —  —  —  (22,002) (22,002) 1,180  (20,822)
Distributions
—  —  —  —  —  —  —  (1,036) (1,036)
Share based compensation expense
—  —  —  —  2,084  —  2,084  —  2,084 
Shares issued under share-based compensation plans
—  —  426,852  4  (4) —  —  —  — 
Taxes paid related to the net settlement of shares
—  —  (63,924) —  (137) —  (137) —  (137)
Issuance of Series A Preferred Stock, net of issuance costs
26,000  24,253  —  —  —  —  —  —  — 
Deemed and imputed dividends on Series A Preferred Stock
—  1,283  —  —  (314) (314) —  (314)
Series A Preferred Stock dividends
—  —  —  —  (1,846) —  (1,846) —  (1,846)
Balance, September 30, 2020 26,000  $ 25,536  29,985,763  $ 300  $ 84,970  $ (55,004) $ 30,266  $ 936  $ 31,202 











See accompanying notes to condensed consolidated financial statements.
4

CHARAH SOLUTIONS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
  Nine Months Ended
September 30,
  2020 2019
Cash flows from operating activities:
Net loss $ (20,822) $ (21,922)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 13,196  17,034 
Loss on extinguishment of debt 8,603  — 
Impairment expense 6,399  — 
Paid-in-kind interest on long-term debt 3,093  — 
Amortization of debt issuance costs 396  520 
Deferred income tax expense (benefit) 608  (7,503)
Loss on sale of fixed assets 581  1,732 
Income from equity method investment (1,247) (1,884)
Distributions received from equity investment 1,230  1,650 
Non-cash share-based compensation
2,084  1,666 
(Gain) loss on interest rate swap (95) 2,098 
Interest accreted on contingent payments for acquisition 143  203 
Increase (decrease) in cash due to changes in:
Trade accounts receivable (15,852) (7,330)
Contract assets and liabilities 14,904  74,201 
Inventory 5,477  10,310 
Accounts payable (3,740) 4,754 
Asset retirement obligation (7,905) (8,298)
Other assets and liabilities 3,846  2,944 
Net cash provided by operating activities 10,899  70,175 
Cash flows from investing activities:
Proceeds from the sale of equipment 698  1,672 
Purchases of property and equipment (3,556) (13,672)
Net cash used in investing activities (2,858) (12,000)
Cash flows from financing activities:
Net proceeds from (payments on) line of credit 6,667  (9,584)
Proceeds from long-term debt
18,353  16,907 
Principal payments on long-term debt
(21,479) (62,603)
Payments of debt issuance costs (1,623) — 
Taxes paid related to net settlement of shares (137) (201)
Net proceeds from issuance of convertible Series A Preferred Stock 24,253  — 
Distributions to non-controlling interest
(1,036) (2,008)
Net cash provided by (used in) financing activities 24,998  (57,489)
Net increase in cash, cash equivalents and restricted cash 33,039  686 
Cash, cash equivalents and restricted cash, beginning of period 6,128  6,900 
Cash, cash equivalents and restricted cash, end of period $ 39,167  $ 7,586 




See accompanying notes to condensed consolidated financial statements.
5

  Nine Months Ended
September 30,
  2020 2019
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 10,349  8,562 
Cash (refunded) paid during the period for taxes (779) 91 
Non-cash investing and financing transactions:
Changes in property and equipment included in accounts payables and accrued expenses $ 676  $ — 
Sale of equipment through the issuance of a note receivable 1,450  — 
Series A Preferred Stock dividends payable included in accrued expenses 877  — 
Shares issued under share-based compensation plans 4  — 
Supplemental Disclosures
As of September 30, 2020, included in the line of credit were gross proceeds from the Revolving Loan of $90,326 and gross payments on the Revolving Loan of $83,659.



























See accompanying notes to condensed consolidated financial statements.
6


1. Nature of Business and Basis of Presentation
Organization
Charah Solutions, Inc. (together with its subsidiaries, “Charah Solutions,” the “Company,” “we,” “us” or “our”) was formed as a Delaware corporation in January 2018 and did not conduct any material business operations prior to the reorganization transactions described below other than certain activities related to the initial public offering (the “IPO”), which was completed on June 18, 2018. Charah Solutions is a holding company, the sole material assets of which consist of membership interests in Charah Management LLC, a Delaware limited liability company (“Charah Management”), and Allied Power Holdings, LLC, a Delaware limited liability company (“Allied Power Holdings”). Through the Company’s ownership of Charah Management and Allied Power Holdings, the Company owns the outstanding equity interests in Charah, LLC, a Kentucky limited liability company (“Charah”), and Allied Power Management, LLC, a Delaware limited liability company (“Allied”), the subsidiaries through which Charah Solutions operates its businesses.
Corporate Reorganization
On June 18, 2018, pursuant to the terms of the reorganization transactions completed in connection with the IPO, (i) (a) Charah Holdings LP, a Delaware limited partnership (“Charah Holdings”) owned by Bernhard Capital Partners Management, LP and certain related affiliates (“BCP”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 17,514,745 shares of common stock, (b) CEP Holdings, Inc., a Delaware corporation owned by Charles E. Price and certain affiliates, contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 4,605,465 shares of common stock, (c) Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 907,113 shares of common stock and (d) Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 409,075 shares of common stock; (ii) each of Charah Management Holdings and Allied Management Holdings distributed the shares of common stock received by them pursuant to clause (i) above to their respective members in accordance with the respective terms of their limited liability company agreements; and (iii) Charah Holdings distributed a portion of the shares of common stock it received in clause (i) above to certain direct and indirect blocker entities which ultimately merged into the Company, with the Company surviving, and affiliates of BCP received shares of common stock as consideration in the mergers.
Description of Business Operations
The Company provides mission-critical environmental and maintenance services 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 coal ash management and recycling, environmental remediation, and outage maintenance services. The Company also designs and implements solutions for complex environmental projects (such as coal ash pond closures) and facilitates coal ash recycling through byproduct sales and other beneficial use services. The Company has corporate offices in Kentucky, North Carolina, and Louisiana, and principally operates in the eastern and mid-central United States.
Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an “emerging growth company,” which allows the Company to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company intends to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until the Company is no longer an emerging growth company. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 and our disclosure obligations regarding executive compensation may be reduced. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the IPO, or December 31, 2023. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.
Basis for Presentation
The Company’s fiscal year ends December 31. The accompanying unaudited condensed consolidated financial statements include the assets, liabilities, stockholders’ equity and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, which consist of normal recurring adjustments. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be
7
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
read in conjunction with the audited consolidated and combined financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.
Seasonality of Business
Based on historical trends, we expect our operating results to vary seasonally. Nuclear power generators perform turnaround and outages in the off-peak months when demand is lower and generation capacity is less constrained. As a result, our nuclear services offerings may have higher revenue volume in the spring and fall months. Variations in normal weather patterns can also cause changes in the consumption of energy, which may influence the demand and timing of associated services for our fossil services offerings. Inclement weather can impact construction-related activities associated with pond and landfill remediation, which affects the timing of revenue generation for our remediation and compliance services. Our byproduct sales are also seasonally impacted during winter months when the utilization of cement and cement products is generally lower.
Business Combinations
On March 30, 2018, Charah Management completed a transaction with SCB Materials International, Inc. and affiliated entities (“SCB”), a previously unrelated third party, pursuant to which Charah Solutions acquired certain assets and liabilities of SCB for a purchase price of $35,000, with $20,000 paid at closing and $15,000 to be paid over time in conjunction with certain performance metrics. The contract also contained various mechanisms for a working capital true-up. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations with the allocation of the purchase price for the acquisition finalized as of March 31, 2019 with the recognized goodwill allocated to the Environmental Solutions segment. In November 2018, the $15,000 to be paid over time was reduced by $3,300. As of September 30, 2020, the present value of these future payments using a discount rate of 2.50% was determined to be $11,624. The Company expects the future payments to occur in 2021 and beyond.
2. Impact of the COVID-19 Pandemic
In March 2020, the World Health Organization categorized the disease caused by a novel coronavirus (“COVID-19”) as a pandemic and the President of the United States declared the COVID-19 pandemic to be a national emergency. The Company is a mission-critical contractor to the power generation industry, which has been identified as part of the Department of Homeland Security’s Critical Infrastructure Sector.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which includes modifications to the limitation on business interest expense and net operating loss carryforward provisions and provides a payment delay of certain employer payroll taxes during 2020. The Company estimates the payment of approximately $9,200 of employer payroll taxes otherwise due in 2020 will be delayed with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. The CARES Act is not expected to have a material impact on the Company’s consolidated financial statements.
Our commitment to safety is a core value and an integral component of our culture. As the COVID-19 pandemic continues within the United States and around the world, our highest priority remains the safety of our employees and customers. Our business was built on an unwavering commitment to safety. To that end, we have taken immediate action to protect our employees, our customers, and our business. The mission-critical nature of our and our customers’ operations made it imperative to quickly initiate a series of contingency plans to ensure business continuity for our customers, the vast majority of whom are highly-regulated and who must continue operating to provide safe and reliable power to the country. In March 2020, as a response to the ongoing COVID-19 pandemic, we established a COVID-19 task force to oversee the Company’s initiatives, procedures and responses to address the potential impact of COVID-19. We have implemented measures to manage through possible service interruptions, and we are maintaining real-time communication across our entire organization and with our customers. As of November 10, 2020, we have not had any work stoppages.
With respect to our business operations, we have not observed any significant slowdown in activity on existing job sites as a result of the COVID-19 pandemic at this time and are in continuous communication with our utility customers. We have a shared commitment to partner with them in keeping all employees safe by abiding with their health and hygiene policies and aligning with their health risk mitigation procedures. In April 2020, we implemented a series of preemptive cost cutting and cost savings initiatives across the Company including reductions in employee compensation, reductions in cash-based retainers to our Board of Directors, reduced hiring and significantly reducing discretionary spending including travel restrictions. In addition, we are implementing applicable benefits of the CARES Act. In October 2020, employee compensation and cash-based retainers to our Board of Directors were returned to their pre-COVID-19 pandemic annual base levels.
3. Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which provides a five-step framework to determine when and how revenue is recognized. We adopted ASC 606 on January 1, 2019, using the modified-retrospective method. Our financial results for annual reporting periods beginning January 1, 2019 and for interim reporting periods beginning January 1, 2020 are presented under the new accounting standard, while financial results for prior periods will continue to be reported in accordance with our historical accounting policy.
8
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
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.
The adoption of ASC 606 had no impact on cash provided by or used in operating, investing, or financing activities on our accompanying unaudited condensed consolidated statement of cash flows and no impact on our unaudited condensed consolidated statement of comprehensive income. The impact of adoption on our unaudited condensed consolidated balance sheet as of September 30, 2020 was as follows:
Balances Without Effect of Change
As Reported Adoption of ASC 606 Higher / (Lower)
Assets
Accounts receivable, net $ 66,422  $ 70,810  $ (4,388)
Contract assets 17,216  12,828  4,388 
Liabilities
Contract liabilities 12,061  11,235  826 
Equity
Retained losses $ (55,004) $ (54,178) $ (826)
The impact of adoption on our unaudited statement of operations for the three months ended September 30, 2020 was as follows:
Balances Without Effect of Change
As Reported Adoption of ASC 606 Higher / (Lower)
Statement of Operations
Revenue $ 118,715  $ 119,077  $ (362)
Loss before income taxes (2,915) (2,553) (362)
Net loss (3,523) (3,161) (362)
The impact of adoption on our unaudited statement of operations for the nine months ended September 30, 2020 was as follows:
Balances Without Effect of Change
As Reported Adoption of ASC 606 Higher / (Lower)
Statement of Operations
Revenue $ 416,491  $ 416,813  $ (322)
Loss before income taxes (20,214) (19,892) (322)
Net loss (20,822) (20,500) (322)
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the measurement of goodwill impairment by eliminating the requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment. Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. This ASU also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. The Company adopted ASU No. 2017-04 as of April 1, 2020. The adoption of this ASU did not have a significant impact on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), requiring all leases to be recognized on the balance sheet as a right-of-use asset and a lease liability, unless the lease is a short-term lease (generally a lease with a term of 12 months or less). At the commencement date of the lease, the Company will recognize: (i) a lease liability for the Company’s obligation to make payments under the lease agreement, measured on a discounted basis; and (ii) a right-of-use asset that represents the Company’s right to use, or control the use of, the specified asset for the lease term. This ASU originally required recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, which provided an additional (and optional) transition method that permits application of this ASU at the adoption date with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. 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
9
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
adoption permitted. The Company has not yet selected a transition method and is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.
In 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 December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The ASU will be effective for annual reporting periods beginning after December 15, 2021 and interim periods in fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2019-12 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 fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU No. 2020-06 on its consolidated financial statements.
4. Revenue
We disaggregate our revenue from customers by type of service and by 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.
  Three Months Ended Nine Months Ended
September 30, September 30,
  2020 2019 2020 2019
Environmental Solutions
Product sales $ 22,940  $ 28,995  $ 66,101  $ 76,397 
Construction contracts 21,590  16,841  51,784  63,048 
Services 1,270  177  2,442  1,901 
Total Environmental Solutions 45,800  46,013  120,327  141,346 
Maintenance and Technical Services
Services 72,915  75,100  296,164  263,961 
Total Maintenance and Technical Services 72,915  75,100  296,164  263,961 
Total revenue
$ 118,715  $ 121,113  $ 416,491  $ 405,307 
10
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
  Three Months Ended Nine Months Ended
September 30, September 30,
  2020 2019 2020 2019
Environmental Solutions
United States $ 45,729  $ 46,013  $ 119,410  $ 141,346 
Foreign 71  —  917  — 
Total Environmental Solutions 45,800  46,013  120,327  141,346 
Maintenance and Technical Services
United States 72,915  75,100  296,164  263,961 
Total Maintenance and Technical Services 72,915  75,100  296,164  263,961 
Total revenue
$ 118,715  $ 121,113  $ 416,491  $ 405,307 
As of September 30, 2020, the Company had remaining performance obligations with an aggregate transactions price of $138,796 on construction contracts for which we recognize revenue over time. We expect to recognize approximately 16% of our remaining performance obligations as revenue during the remainder of 2020, 32% in 2021, 17% in 2022, and 35% thereafter. Revenue associated with our remaining performance obligations includes performance obligations related to our construction contracts. The balance of remaining performance obligations does not include variable consideration that was determined to be constrained as of September 30, 2020. As of September 30, 2020, we included unapproved change orders associated with project scope changes of $2,459 in determining the profit or loss on certain construction contracts. Change orders of $909 were approved subsequent to quarter-end.
5. Balance Sheet Items
Allowance for doubtful accounts
The following table presents the changes in the allowance for doubtful accounts:
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Balance, beginning of period $ 249  $ —  $ 146  $ — 
Add: provision
5  —  124  — 
Less: deduction and other adjustments
(2) —  (18) — 
Balance, end of period $ 252  $ —  $ 252  $ — 
Property and equipment, net
The following table shows the components of property and equipment, net:
September 30, 2020 December 31, 2019
Plant, machinery and equipment $ 79,781  $ 75,578 
Structural fill site improvements 55,760  55,760 
Vehicles 18,396  19,163 
Office equipment 2,847  2,741 
Buildings and leasehold improvements 262  262 
Structural fill sites 432  7,110 
Construction in progress 7,474  12,324 
Total property and equipment
$ 164,952  $ 172,938 
Less: accumulated depreciation (100,183) (87,644)
Property and equipment, net
$ 64,769  $ 85,294 
Depreciation expense was $4,818 and $3,304 for the three months ended September 30, 2020 and 2019, respectively, and $13,939 and $13,636 for the nine months ended September 30, 2020 and 2019, respectively.
Impairment of Long-Lived Assets Other than Goodwill
Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, 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 recoverability of assets to be held and used by comparing the
11
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
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 three and nine months ended September 30, 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 during the three and nine months ended September 30, 2020. The long-lived assets impaired during the three and nine months ended September 30, 2020 had a remaining fair value of $711 prior to the asset retirement obligation reassessment discussed below.
Purchase option liability
As part of the transaction in which BCP acquired a 76% equity position of Charah Management (the “BCP transaction”), Charah recorded the fair value of a bargain purchase liability for options held by a customer and a third party for the 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 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 unaudited condensed consolidated statement of operations.
The following table reflects activity related to the bargain purchase liability:
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Balance, beginning of period $ 7,110  $ 7,110  $ 7,110  $ 10,017 
Amortization expense (7,110) —  (7,110) (2,907)
Balance, end of period $ —  $ 7,110  $ —  $ 7,110 
Accrued liabilities
The following table shows the components of accrued liabilities:
September 30, 2020 December 31, 2019
Accrued expenses $ 19,309  $ 20,456 
Accrued payroll and bonuses 24,014  13,273 
Accrued dividends 877  — 
Accrued interest 823  1,761 
Accrued liabilities
$ 45,023  $ 35,490 
Asset Retirement Obligations
The Company owns and operates two structural fill sites that will have continuing maintenance and monitoring requirements subsequent to their closure. As of September 30, 2020 and December 31, 2019, the Company has accrued $6,947 and $15,131, respectively, for the asset retirement obligation.

12
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
The following table reflects the activity for the asset retirement obligation:
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Balance, beginning of period $ 10,948  $ 20,945  $ 15,131  $ 26,065 
Liabilities incurred
—  —  —  1,017 
Liabilities settled
(2,009) (3,440) (6,542) (10,222)
Change in estimated cash flows (2,127) —  (2,127) — 
Accretion
135  262  485  907 
Balance, end of period 6,947  17,767  6,947  17,767 
Less: current portion
(2,921) (13,738) (2,921) (13,738)
Non-current portion $ 4,026  $ 4,029  $ 4,026  $ 4,029 
After the expiration of the option and the impairment of the structural fill site assets as discussed above, during the three months ended September 30, 2020, 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 unaudited condensed consolidated statement of operations.
6. Equity Method Investment
Charah has an investment in a company that provides ash management and remarketing services to the electric utility industry. Charah accounts for its investment under the equity method of accounting because Charah has significant influence over the financial and operating policies of the company. Charah had a receivable due from the equity method investment of $94 and $96 at September 30, 2020 and December 31, 2019, respectively. 
Summarized balance sheet information of our equity method investment entity is as follows: 
September 30, 2020 December 31, 2019
Current assets $ 2,657  $ 2,482 
Noncurrent assets 310  395 
Total assets $ 2,967  $ 2,877 
Current liabilities 377  321 
Equity of Charah 5,095  5,078 
Equity of joint venture partner (2,505) (2,522)
Total liabilities and members’ equity $ 2,967  $ 2,877 
Summarized financial performance of our equity method investment entity is as follows: 
  Three Months Ended Nine Months Ended
September 30, September 30,
  2020 2019 2020 2019
Revenue $ 2,353  $ 2,647  $ 5,377  $ 7,400 
Net income 1,252  1,334  2,495  3,767 
Charah Solutions’ share of net income 625  667  1,247  1,884 
    
13
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
The following table reflects our proportional ownership activity in our investment account: 
  Three Months Ended Nine Months Ended
September 30, September 30,
  2020 2019 2020 2019
Opening balance $ 4,851  $ 5,218  $ 5,078  $ 5,060 
Distributions (381) (591) (1,230) (1,650)
Share of net income 625  667  1,247  1,884 
Closing balance $ 5,095  $ 5,294  $ 5,095  $ 5,294 
 
7. Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions
Prior to the Company’s June 18, 2018 corporate reorganization, the Company made certain distributions to stockholders and members to cover their tax liabilities. As of September 30, 2020 and December 31, 2019, the receivable from affiliates associated with these distributions were $0 and $294, respectively.
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 $111 and $205 for the three and nine months ended September 30, 2020, respectively. The Company had $0 receivables outstanding from ATC at September 30, 2020 and December 31, 2019. The Company had payables and accrued expenses, net of credit memos, due to ATC of $87 and $62 at September 30, 2020 and December 31, 2019, 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. Expenses to B&R were $0 for the three months ended September 30, 2020 and 2019 and $0 and $1,311 for the nine months ended September 30, 2020 and 2019, respectively. The Company had no receivables outstanding from B&R at September 30, 2020 and December 31, 2019. The Company had payables and accrued expenses, net of credit memos, due to B&R of $0 and $254 at September 30, 2020 and December 31, 2019, respectively.
The Company 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 was $0 and $117 for the three months ended September 30, 2020 and 2019, respectively and $0 and $349 for the nine months ended September 30, 2020 and 2019, respectively. The Company had no receivables outstanding from Price Real Estate at September 30, 2020 and December 31, 2019. The Company had a payable due to Price Real Estate of $0 and $2 at September 30, 2020 and December 31, 2019, respectively.
PriceFlight, LLC (“PriceFlight”), an entity owned by a stockholder of the Company, provided flight services to the Company. Expenses to PriceFlight for flight services were $0 for the three months ended September 30, 2020 and 2019, respectively and $0 and $85 for the nine months ended September 30, 2020 and 2019, respectively.
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 11, in March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26,000 shares of Preferred Stock.
14
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
8. Goodwill and Intangible Assets
The Company’s goodwill and intangible assets consist of the following:
  September 30, 2020 December 31, 2019
  Gross Carrying Amount Accumulated
Amortization 		Gross Carrying Amount Accumulated
Amortization
Definite-lived intangibles:
Customer relationships $ 78,942  $ (28,859) $ 78,942  $ (22,938)
Technology 2,003  (501) 2,003  (351)
Non-compete and other agreements 289  (289) 289  (253)
SCB trade name 694  (503) 694  (243)
Rail easement 110  (110) 110  (110)
Total $ 82,038  $ (30,262) $ 82,038  $ (23,895)
Indefinite-lived intangibles:
Charah trade name $ 34,330  $ 34,330 
Goodwill 74,213  74,213 
Total $ 108,543  $ 108,543 
Definite-Lived Intangible Assets
As of September 30, 2020 and December 31, 2019, definite-lived intangible assets included customer relationships, technology, non-compete and other agreements, the SCB trade name and a rail easement. These assets are amortized on a straight-line basis over their estimated useful lives as shown in the table below. Amortization expense of definite-lived intangibles was $2,215 and $2,094 during the three months ended September 30, 2020 and 2019, respectively, and $6,367 and $6,305 during the nine months ended September 30, 2020 and 2019, respectively.
Definite-Lived Intangible Asset Useful Life
Customer relationships 10 years
Technology 10 years
Non-compete and other agreements 2 years
SCB trade name 3 years
Rail easement 2 years
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess purchase price over the fair value of the net assets acquired in a business combination. Our goodwill included in the unaudited condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019 was $74,213. Our intangible assets, net as of September 30, 2020 and December 31, 2019 include a trade name valued at $34,330 that is considered to have an indefinite life.
Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually or more often if events or changes in circumstances indicate that the fair value of the asset may have decreased below its carrying value. We perform our impairment test effective October 1st of each year and evaluate for impairment indicators between annual impairment tests. The Company identified a triggering event during the quarter ended June 30, 2020 for the Environmental Solutions reporting unit that was primarily attributable to the declining macroeconomic environment resulting from the COVID-19 pandemic and its potential impact on the Company and its industry. The Company performed the impairment analysis for the Environmental Solutions reporting unit and determined that no impairment of goodwill occurred as a result of this triggering event. The Environmental Solutions reporting unit’s fair value, as calculated, was approximately 6.0% greater than its book value as of June 1, 2020, the date of our impairment analysis. We determined that there were no additional indicators of impairment at September 30, 2020 in the Environmental Solutions or Maintenance and Technical Services reporting units.
The valuation used to test goodwill for impairment is dependent upon a number of significant estimates and assumptions, including macroeconomic conditions, growth rates, competitive activities, cost containment, margin expansion and the Company's business plans. We believe these estimates and assumptions are reasonable. However, future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values. As a result of these factors and the related cushion as of the date of the previous annual impairment test, goodwill for the Environmental Solutions reporting unit is more susceptible to impairment risk.
15
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
The most significant assumptions utilized in the determination of the estimated fair value of the Environmental Solutions reporting unit are the net sales and earnings growth rates (including residual growth rates) and the discount rate. The residual growth rate represents the rate at which the reporting unit is expected to grow beyond the shorter-term business planning period. The residual growth rate utilized in our fair value estimate is consistent with the reporting unit operating plans and approximates expected long-term category market growth rates and inflation. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment, volatility in the equity and debt markets or other factors.
While management can and has implemented strategies to address these events, changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that would trigger future impairment charges of the reporting unit's goodwill balance. The table below provides a sensitivity analysis for the Environmental Solutions reporting unit, utilizing reasonably possible changes in the assumptions for the shorter-term revenue and residual growth rates and the discount rate, to demonstrate the potential impacts to the estimated fair values. The table below provides, in isolation, the estimated fair value impacts related to (i) a 50-basis point increase to the discount rate assumption and (ii) a 75-basis point decrease to our shorter-term revenue and residual growth rates assumptions, both of which would result in impairment charges.
Approximate Percent Decrease in Estimated Fair Value
+50 bps Discount Rate -75 bps Growth Rate
Environmental Solutions reporting unit 6.3  % 7.9  %

9. Credit Agreement
On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility includes:
•a revolving loan not to exceed $50,000 (the “Revolving Loan”);
•a term loan of $205,000 (the “Closing Date Term Loan”); and
•a commitment to loan up to a further $25,000 in term loans, which expired in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”).
After the Third Amendment (as defined below), all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility will mature in July 2022 as discussed more fully below. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Defined margins are added to the interest rate based upon our election of either the Eurodollar rate or the base rate. Customary fees are payable in respect of the Credit Facility and include (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by substantially all of the assets of the Company.
The Credit Facility contains various customary representations and warranties, and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries’ business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility), which have been modified as described below.
The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as the delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.
The Credit Facility includes customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.
The Revolving Loan provides a principal amount of up to $50,000, reduced by outstanding letters of credit. As of September 30, 2020, $25,667 was outstanding on the Revolving Loan and $15,479 of letters of credit were outstanding.
But for Amendment No. 2 to Credit Agreement and Waiver (the “Second Amendment”), as of June 30, 2019, we would not have been in compliance with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00 under the Credit Facility. On August 13, 2019, we entered into the Second Amendment, pursuant to which, among other things, the required lenders agreed to waive such non-compliance.
16
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
In addition, pursuant to the terms of the Second Amendment, the Credit Facility was amended to revise the required financial covenant ratios, which have been modified as described below. As consideration for these accommodations, we agreed that amounts borrowed pursuant to the Delayed Draw Commitment would not exceed $15,000 at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). Further, the margin of interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Second Amendment also added a requirement to make two additional scheduled prepayments of outstanding loans under the Credit Facility, including a payment of $50,000 on or before September 13, 2019 and an additional payment of $40,000 on or before March 31, 2020. The $50,000 payment was made before September 13, 2019, using proceeds of the Brickhaven deemed termination payment. The Second Amendment required us to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately prior to the effectiveness of the Second Amendment, with such fee due and payable on August 16, 2020, provided that the Credit Facility had not been terminated prior to such date.
The Second Amendment also included revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, to make investments and to make dividends or other distributions. After giving effect to the Second Amendment, we will not be permitted to make any distributions or dividends to our stockholders without the consent of the required lenders.
In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”).
Pursuant to the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40,000 prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we are not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we will be required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we will also be required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter.
Our ability to comply with such financial covenants is dependent upon the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by the effects of COVID-19 or other unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the one-year period following the issuance of these financial statements. Those financial forecasts are highly dependent upon the demand for our byproduct sales, timing in new contract awards and timing of completion of existing work. The current pandemic is making it more difficult to forecast future results and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us to not be in compliance with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent is not considered to be in the Company’s control. In the event that we are unable to comply in the future with such financial covenants upon delivery of our financial statements pursuant to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred and the Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company.
The Third Amendment increased the maximum amount available to be borrowed pursuant to the Delayed Draw Commitment from $15,000 to $25,000, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amount of indebtedness that the Company may incur in respect of certain capitalized leases from $50,000 to $75,000.
Under the Third Amendment, the Company has agreed to make monthly amortization payments in respect of term loans beginning in April 2020, and to move the maturity date for all loans under the Credit Facility to July 31, 2022 (the “Maturity Date”). In addition, if at any time the outstanding principal amount of the Delayed Draw Term Loan exceeds $10,000, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10,000 which was paid at March 31, 2020 and will be payable at the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company in excess of $10,000, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity and general corporate purposes. The Company has also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan that will be compounded monthly and paid in-kind by adding such portion to the outstanding principal amount.
As a condition to entering into the Second Amendment, we are required to pay the Administrative Agent an amendment fee (the “Second Amendment Fee”) in an amount equal to 1.50% of the total credit exposure under the Credit Facility, immediately prior to the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019 and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We are also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Facility, immediately prior to the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, we will pay
17
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
an additional fee with respect to the Third Amendment in the amount of $2,000 with such fee being due and payable on the Maturity Date; provided that if the facility is terminated by December 31, 2020, 50% of this fee shall be waived.
In accordance with ASC 470, Debt, the Company calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Third Amendment and concluded that the original and new debt instruments were substantially different, necessitating that the Third Amendment be accounted for as an extinguishment. The Company capitalized third-party fees of $1,623 associated with the Third Amendment that will be amortized prospectively through interest expense, net in the consolidated statement of operations using the effective interest method through the Maturity Date. Fees payable to the lenders (as discussed above) of $5,162 were associated with the extinguishment of the old debt instrument and included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations. The Company wrote-off unamortized debt issuance costs of $3,441, which is included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations.

18
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
10. Notes Payable
The following table summarizes the major components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of September 30, 2020 and December 31, 2019: 
September 30, 2020 December 31, 2019
Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $2,457 as of September 30, 2020.
$ 3,142  $ 3,937 
Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $8,250 as of September 30, 2020.
8,953  10,429 
Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2021 through December 2024. The notes are secured by equipment with a net book value of $3,734 as of September 30, 2020.
3,705  4,333 
Various equipment notes entered into in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August 2025. The notes are secured by equipment with a net book value of $1,722 as of September 30, 2020.
1,561  — 
In June 2018, the Company entered into a $12,000 non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019 and was amended in November 2019, December 2019 and April 2020. Pursuant to the terms of the amendment, this loan was amended to require a maturity date of December 31, 2020 and interest on borrowings to be calculated at a fixed rate per annum equal to 5.9%. The note is secured by equipment with a net book value of $7,012 as of September 30, 2020.
5,791  9,900 
In July 2019, the Company entered into a commercial insurance premium financing agreement, payable in monthly installments of $169, including interest of 4.4%, that matured in March 2020.
—  506 
Various commercial insurance premium financing agreements entered into in 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, maturing in February and March 2021.
1,059  — 
A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018, with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $5,217 as of September 30, 2020.
6,282  7,719 
Pursuant to the terms of the Third Amendment, the Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the syndicated Credit Facility (see also Note 9), maturing July 2022. The interest rate applicable to the Closing Date Term Loan and the Delayed Draw Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently the LIBOR rate, or (ii) an alternative base rate. With respect to the Closing Date Term Loan, principal payments required are $1,153 monthly from October 2020 through December 2020, $1,280 monthly from January 2021 through December 2021, and $1,500 monthly thereafter. With respect to the Delayed Draw Term Loan, principal payments required are $833 monthly from October 2020 through March 2021. Beginning in April 2021, the then outstanding principal balance of the Delayed Draw Term Loan will be payable in sixteen equal installments monthly thereafter. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants.
157,593  152,188 
Total 188,086  189,012 
Less debt issuance costs (1,227) (3,441)
186,859  185,571 
Less current maturities (37,873) (34,873)
Notes payable due after one year $ 148,986  $ 150,698 
19
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
11. Mezzanine Equity
As a condition to the Third Amendment in March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26 (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 September 30, 2020, the Company had accrued dividends of $877 associated with the Preferred Stock, which was recorded at a fair value of $877 using observable information for similar items and is classified as a level 2 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. 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 September 30, 2020, the liquidation preference of the Preferred Stock was $27,878.
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 September 30, 2020, the maximum number of common shares that could be required to be issued if converted is 10,064 (ten million, sixty-four 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 prior to the conversion is greater than 120% of the conversion price; (ii) the Company’s common stock is listed on a national securities exchange; (iii) a registration statement for the re-sale of the common stock is then effective; and (iv) the Company is not then in possession of material non-public information as determined by Regulation FD promulgated under the Exchange Act.
The Preferred Stock and the associated dividend payable on March 31, 2020, did not generate a beneficial conversion feature (“BCF”) upon issuance as the fair value of the Company’s common stock was less than the conversion price. 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 prior to 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
20
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
Premium”); provided that if the transaction occurs prior to 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 prior to 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 accompanying unaudited condensed consolidated balance sheets. 
Liquidation Rights In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, the holders of the Preferred Stock will 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 prior to 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.
12. Interest Rate Swap
To manage interest rate risk in a cost-efficient manner, the Company entered into an interest rate swap in December 2017 whereby the Company agreed to exchange with the counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to a notional amount. The interest rate swap is not designated for hedge accounting. The change in fair value of the interest rate swap is immediately recognized in earnings, within interest expense, net.
     As of both September 30, 2020 and December 31, 2019, the notional amount of the interest rate swap was $150,000. A fair value liability of $1,021 and $1,116 was recorded within other current liabilities in the unaudited condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively. The total amount of gain (loss) included in interest expense, net in the unaudited condensed consolidated statements of operations was $65 and $(302) for the three months ended September 30, 2020 and 2019, respectively, and $95 and $(2,098) for the nine months ended September 30, 2020 and 2019, respectively.
13. Contract Assets and Liabilities
The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and contract liabilities on the unaudited condensed consolidated balance sheets.
Our contract assets are as follows:
September 30, 2020 December 31, 2019
Costs and estimated earnings in excess of billings $ 12,828  $ 19,256 
Retainage 4,388  1,385 
Total contract assets
$ 17,216  $ 20,641 
    
21
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
Our contract liabilities are as follows:
September 30, 2020 December 31, 2019
Deferred revenue $ 826  $ 505 
Billings in excess of costs and estimated earnings 11,235  77 
Total contract liabilities
$ 12,061  $ 582 
We recognized revenue of $159 and $582 for the three and nine months ended September 30, 2020, respectively, that was previously included in contract liabilities at December 31, 2019. The increase in contract liabilities was primarily due to an increase in billings in excess of costs and estimated earnings associated with billings during the three and nine months ended September 30, 2020 for a specific remediation and compliance project.
Costs and estimated earnings on uncompleted contracts are as follows:
September 30, 2020 December 31, 2019
Costs incurred on uncompleted contracts $ 110,624  $ 65,343 
Estimated earnings 15,221  9,618 
Total costs and estimated earnings 125,845  74,961 
Less billings to date (124,252) (55,782)
Costs and estimated earnings in excess of billings $ 1,593  $ 19,179 
    The net balance in process classified on the unaudited condensed consolidated balance sheets is as follows: 
September 30, 2020 December 31, 2019
Costs and estimated earnings in excess of billings $ 12,828  $ 19,256 
Billings in excess of costs and estimated earnings (11,235) (77)
Net balance in process $ 1,593  $ 19,179 
Anticipated losses on long-term contracts are recognized when such losses become evident. As of September 30, 2020 and December 31, 2019, accruals for anticipated losses on long-term contracts were $189 and $322, respectively.
14. Stock/Unit-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.
During the three and nine months ended September 30, 2020, the Company granted 0 and 542 restricted stock units (“RSUs”), respectively, under the 2018 Plan that have time-based vesting requirements. Of the RSUs granted during the nine months ended September 30, 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.
During the three and nine months ended September 30, 2020, the Company granted 0 and 228 performance share units (“PSUs”), respectively, under the 2018 Plan that cliff vest after three years. The vesting of these PSUs is dependent upon the following performance goals during the period January 1, 2020 through December 31, 2022 (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.
    
22
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
A summary of the Company’s non-vested share activity for the nine months ended September 30, 2020 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, 2019 1,120  $ 6.87  301  $ 6.14  1,421  $ 6.72 
Granted 542  1.74  228  1.28  770  1.60 
Forfeited (71) 8.86  (15) 6.19  (86) 8.40 
Vested (426) 4.82  —  —  (426) 4.82 
Balance as of September 30, 2020 1,165  $ 4.79  514  $ 3.98  1,679  $ 4.54 
Restricted Stock Performance Stock Total
Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value
Balance as of December 31, 2019 0.99 $ 2,731  2.25 $ 733  1.26 $ 3,464 
Balance as of September 30, 2020 1.04 $ 3,578  1.94 $ 1,576  1.32 $ 5,154 
Stock-based compensation expense related to the restricted stock issued was $448 and $538 during the three months ended September 30, 2020 and 2019, respectively, and $1,647 and $1,402 during the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, total unrecognized stock-based compensation expense related to non-vested awards of restricted stock, net of estimated forfeitures, was $1,548, and is expected to be recognized over a weighted-average period of 1.31 years. The total fair value of awards vested for the three and nine months ended September 30, 2020 was $0 and $2,054, respectively.
Stock-based compensation expense related to the performance stock issued was $166 and $121 during the three months ended September 30, 2020 and 2019, respectively, and $437 and $264 during the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, total unrecognized stock-based compensation expense related to non-vested awards of performance stock, net of estimated forfeitures, was $1,045, and is expected to be recognized over a weighted-average period of 1.74 years.
15. Commitments and Contingencies
We are party to a lawsuit filed against North Carolina by an environmental advocacy group alleging that the issuance by the state of certain permits associated with our Brickhaven clay mine reclamation site exceeded the state’s power. Although the state’s authority to issue the bulk of the permits (i.e., the allowance to reclaim the original site with coal ash) was upheld, the portion of the permits that allows us to “cut and prepare” an additional portion of the site was held by the North Carolina Superior Court to exceed the relevant agency’s statutory authority. The North Carolina Superior Court’s decision was reversed and remanded back to the North Carolina Office of Administrative Hearing (“NCOAH”) due to the North Carolina Superior Court’s having used an improper standard of review. While the NCOAH upheld the state’s authority to issue the bulk of the permits, it too held that a portion of the permits that allowed us to “cut and prepare” an additional portion of the site exceeded the relevant agency’s authority. We have filed a petition for judicial review with the North Carolina Superior Court. All customer-related work at the Brickhaven site has been completed.
Allied Power Services, LLC and its affiliate, Allied Power Resources, LLC, have been named in a collective action lawsuit filed in the U.S. District Court for the Northern District of Illinois, alleging violations of the Fair Labor Standards Act, and which includes related class claims alleging violations of the Illinois Minimum Wage Law and the Pennsylvania Minimum Wage Act for failure to pay overtime. This case is one of a series filed against companies in the oil, gas and energy industries in Illinois and Texas. The parties mediated this case in November 2018 and reached a settlement. On July 15, 2020, the court granted final approval of the settlement and the settlement payments will occur in January and April of 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. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Although it is difficult to predict the ultimate outcome of these lawsuits, claims and proceedings, we do not believe that the ultimate disposition of any of these matters, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits.
We believe amounts previously recorded are sufficient to cover any liabilities arising from the proceedings with all outstanding legal claims. Except as reflected in such accruals, we are currently unable to estimate a range of reasonably possible loss, or a range of reasonably possible loss in excess of the amount accrued, for outstanding legal matters.

23
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
16. Business Segment and Related Information
The Company has identified two reportable segments, Environmental Solutions (“ES”) and Maintenance and Technical Services (“M&TS”), as each met the quantitative threshold of generating revenue equal to or greater than 10% of the combined revenue of all operating segments.
The accounting policies applied to determine the segment information are the same as those described under “Critical Accounting Policies and Estimates” in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019. Management evaluates the performance of each segment based on segment gross profit, which is calculated as revenue less cost of sales. For the three and nine months ended September 30, 2020 and 2019, there were no intersegment revenue or other intersegment transactions. Segment assets are also evaluated by management based on each segment’s investment in property and equipment. Assets (other than property and equipment and goodwill) are not allocated to segments.
Summarized financial information with respect to the reportable segments is as follows:
Three Months Ended September 30, 2020 ES M&TS All Other Total
Segment revenue $ 45,800  $ 72,915  $ —  $ 118,715 
Segment gross profit 6,483  5,560  —  12,043 
Segment depreciation and amortization expense (4,761) 2,656  2,027  (78)
Expenditures for segment assets 605  1,042  305  1,952 
Three Months Ended September 30, 2019 ES M&TS All Other Total
Segment revenue $ 46,013  $ 75,100  $ —  $ 121,113 
Segment gross profit 6,789  7,070  —  13,859 
Segment depreciation and amortization expense 1,394  2,014  1,991  5,399 
Expenditures for segment assets 1,933  248  —  2,181 
Nine Months Ended September 30, 2020 ES M&TS All Other Total
Segment revenue $ 120,327  $ 296,164  $ —  $ 416,491 
Segment gross profit 14,568  19,006  —  33,574 
Segment depreciation and amortization expense (423) 7,649  5,970  13,196 
Expenditures for segment assets 1,664  1,554  338  3,556 
Nine Months Ended September 30, 2019 ES M&TS All Other Total
Segment revenue $ 141,346  $ 263,961  $ —  $ 405,307 
Segment gross profit 5,868  21,305  —  27,173 
Segment depreciation and amortization expense 5,084  5,980  5,970  17,034 
Expenditures for segment assets 8,890  4,750  32  13,672 
As of September 30, 2020 ES M&TS All Other Total
Segment property and equipment, net $ 34,948  $ 29,612  $ 209  $ 64,769 
Segment goodwill 57,591  16,622  —  74,213 
As of December 31, 2019 ES M&TS All Other Total
Segment property and equipment, net $ 47,856  $ 37,251  $ 187  $ 85,294 
Segment goodwill 57,591  16,622  —  74,213 
24
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
The following is a reconciliation of segment gross profit to net loss: 
  Three Months Ended Nine Months Ended
September 30, September 30,
  2020 2019 2020 2019
Segment gross profit $ 12,043  $ 13,859  $ 33,574  $ 27,173 
General and administrative expenses (4,853) (14,096) (27,246) (45,481)
Impairment expense (6,399) —  (6,399) — 
Interest expense, net (4,331) (3,833) (12,787) (12,987)
Loss on extinguishment of debt —  —  (8,603) — 
Income from equity method investment 625  667  1,247  1,884 
Income tax (expense) benefit (608) 1,100  (608) 7,489 
Net loss $ (3,523) $ (2,303) $ (20,822) $ (21,922)
The following is a reconciliation of segment assets to total assets as of:
September 30, 2020 December 31, 2019
Segment property and equipment, net $ 64,769  $ 85,294 
Segment goodwill 74,213  74,213 
Non-segment assets 232,586  196,249 
Total assets $ 371,568  $ 355,756 
17. Income Taxes
The Company had income tax expense of $608 for the three and nine months ended September 30, 2020, respectively, due to adjustments to the valuation allowance on deferred tax assets. For the three and nine months ended September 30, 2019, the Company’s income tax benefit was $1,100 and $7,489, respectively.
The effective income tax rate for the period was 27.3% without regard to the impact of the valuation allowance and includes the effect of state income taxes, nondeductible items and benefits for non-controlling interests. The Company’s income is subject to a federal statutory rate of 21% and an estimated state statutory rate of 6.6% prior to considering the valuation allowance.
The Company evaluates its effective income tax rate at each interim period and adjusts it accordingly as facts and circumstances warrant. The determination of the annual estimated effective income tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, estimated permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information is obtained.
At September 30, 2020, deferred tax liabilities, net of deferred tax assets, was $2,214. A valuation allowance has been recorded for the deferred tax assets as the Company has determined that it is not more likely than not that the tax benefits related to all the deferred tax assets will be realized. The Company will continue to evaluate both the positive and negative evidence in determining the need for a valuation allowance on its deferred tax assets.
18. Loss Per Share
Basic loss per share is computed by dividing net loss attributable to the Company’s stockholders by the weighted-average number of shares outstanding during the period. Diluted loss per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net loss attributable to the Company’s stockholders by the weighted-average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities.
    
25
CHARAH SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements, continued
(in thousands, except per share data)
(Unaudited)
Basic and diluted loss per share is determined using the following information:
  Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Numerator:
Net loss attributable to Charah Solutions, Inc. $ (4,216) $ (3,313) $ (22,002) $ (24,158)
Deemed and imputed dividends on Series A Preferred Stock (147) —  (314) — 
Series A Preferred Stock dividends (877) —  (1,846) — 
Net loss attributable to common stockholders (5,240) (3,313) (24,162) (24,158)
Denominator:
Weighted-average shares outstanding 29,986  29,605  29,853  29,452 
Dilutive share-based awards —  —  —  — 
Total weighted-average shares outstanding, including dilutive shares 29,986  29,605  29,853  29,452 
Basic loss per share $ (0.17) $ (0.11) $ (0.81) $ (0.82)
Diluted loss per share $ (0.17) $ (0.11) $ (0.81) $ (0.82)
The holders of the Preferred Stock have nonforfeitable rights to common stock dividends or common stock dividend equivalents. Accordingly, the Preferred Stock qualifies as participating securities.
As a result of the net loss per share for the three and nine months ended September 30, 2020 and 2019, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares of 11,430 and 1,510 were excluded from the computation of the weighted-average shares for diluted net loss per share for the three months ended September 30, 2020 and 2019, respectively, and dilutive shares of 8,453 and 1,299 were excluded from the computation of the weighted-average shares for diluted net loss per share for the nine months ended September 30, 2020 and 2019, respectively.
A summary of securities excluded from the computation of diluted earnings per share is presented below:
  Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Diluted earnings per share:
Anti-dilutive restricted and performance stock units 1,679  1,510  1,494  1,299 
Anti-dilutive Series A Preferred Stock convertible into common stock 9,751  —  6,959  — 
     Potentially dilutive securities, excluded as anti-dilutive 11,430  1,510  8,453  1,299 
26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the historical financial statements and related notes included in Part I, “Item 1. Financial Statements” of this Quarterly Report. This discussion contains “forward‑looking statements” reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward‑looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, public health threats or outbreaks of communicable diseases, such as the ongoing novel coronavirus “COVID-19” pandemic and its impact on our business, customers, employees or customers' facilities, capital expenditures, economic and competitive conditions, and regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Quarterly Report. Please read “Cautionary Note Regarding Forward‑Looking Statements” included elsewhere in this Quarterly Report. Except as otherwise required by applicable law, we assume no obligation to update any of these forward‑looking statements.
Charah Solutions, Inc.
Charah Solutions, Inc. (together with its subsidiaries, “Charah Solutions,” the “Company,” “we,” “us” or “our”) was formed as a Delaware corporation in January 2018 and did not conduct any material business operations prior to a reorganization and certain activities related to the initial public offering (the “IPO”), which was completed on June 18, 2018. Charah Solutions, Inc. is a holding company, the sole material assets of which consist of membership interests in Charah Management LLC, a Delaware limited liability company (“Charah Management”), and Allied Power Holdings, LLC, a Delaware limited liability company (“Allied Power Holdings”). Through the Company’s ownership of Charah Management and Allied Power Holdings, the Company owns the outstanding equity interests in Charah, LLC, a Kentucky limited liability company (“Charah”), and Allied Power Management, LLC, a Delaware limited liability company (“Allied”), the subsidiaries through which Charah Solutions operates its businesses.
COVID-19 Update
The pandemic caused by a novel coronavirus (“COVID-19”) has impacted many aspects of our operations, directly and indirectly, including our employees, the services we provide at our customers’ power generation facilities, our suppliers and the overall market for our products and services. We, along with our utility partners, have implemented the precautionary health and safety measures recommended by the Centers for Disease Control and Prevention (the “CDC”) in response to the COVID-19 pandemic, including, but not limited to: an employee health status questionnaire, taking daily temperatures, enhanced sanitation practices and cleaning surfaces throughout each shift, and increasing the number of hand sanitizing stations. We have also increased social distancing measures, such as staggered shift start and stop times and break times with additional break spaces to support social distancing as well as safety meetings being held outside of the site trailer. Furthermore, we have implemented work-from-home measures for the majority of office employees. With the understanding that the COVID-19 challenge is evolving, based on new information and feedback, we continue to monitor the situation and update our proactive measures in coordination with our customers.
    Multiple nuclear and fossil outages have been completed with little to no interruption to date. We continue to work closely with our utility partners and concrete producer customers to meet their needs and are monitoring any potential slowdowns of byproduct sales in the event there is decreased demand for construction materials. We have had no significant contracts canceled at this time. However, projections for power generation demand have been lowered and there is the potential for decreased demand for our byproduct sales in the construction market as capital budgets are reduced and construction activity slows.
In light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, in April 2020, we implemented a series of preemptive cost-cutting and cost savings initiatives across the Company including reductions in employee compensation, reductions in cash-based retainers to our Board of Directors, reduced hiring and significantly reducing discretionary spending including travel restrictions. In addition, we are implementing applicable benefits of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). In October 2020, employee compensation and cash-based retainers to our Board of Directors were returned to their pre-COVID-19 pandemic annual base levels.
We may elect or need to take additional measures as the information available to us continues to develop, including with respect to our employees, relationships with our third-party vendors, and our customers. Subject to our assumptions regarding the duration and severity of the COVID-19 pandemic, our currently anticipated responses thereto and our current projections, we believe our cash on hand and cash generated from operations will be sufficient to cover our working capital requirements and debt obligations for the next 12 months from the issuance of this Quarterly Report. However, the extent to which the COVID-19 pandemic and our precautionary measures in response thereto may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with certainty at this time. 
The COVID-19 pandemic presents potential new risks to the Company’s business. A sustained downturn may result in the carrying value of our long-lived assets exceeding their fair value, which may require us to recognize an impairment to those assets. Furthermore, delays in customer payments for our services may impact the collectability of our trade accounts receivable. The COVID-19 pandemic has caused logistical and other challenges to date and may continue to have an effect on demand for our byproduct sales, which is largely driven by the amount of construction activity, and on remediation and compliance services projects, due to delays in new contract awards.
Despite improvements in operating income during the three months ended September 30, 2020 and reductions in operating loss during the nine months ended September 30, 2020, as further discussed below, our results were still driven by the timing of our contract awards and the commencement and progress of work awarded under contract. In addition, during the three months ended September 30, 2020, our byproduct sales offerings were adversely impacted by the COVID-19 pandemic and two hurricanes that disrupted plant operations. Revenue generated from new awards won prior to 2019, during 2019 and during the nine months ended September 30, 2020 was not
27

sufficient to offset the impact of projects completed during 2019 and 2020 to date. Revenue contributions from these new awards will continue to be recognized in the fourth quarter of 2020 and beyond.
Overview
We are a leading provider of mission-critical environmental and maintenance services to the power generation industry. We offer a suite of coal ash management and recycling, environmental remediation, and utility plant outage-related maintenance services. We also design and implement solutions for complex environmental projects (such as coal ash pond closures) and facilitate coal ash recycling through byproduct sales and other beneficial use services. We believe we are a partner-of-choice for the power generation industry due to our quality, safety, domain experience, and compliance record, all of which are key criteria for our customers. In 2019, we performed work at more than 50 coal-fired and nuclear power generation sites nationwide.
We are an environmental remediation and maintenance company and we conduct our operations through two segments: (i) Environmental Solutions and (ii) Maintenance and Technical Services.
Environmental Solutions. Our Environmental Solutions segment includes remediation and compliance services, as well as byproduct sales. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, by power generation customers' initiatives, by our proactive engagement or by consumer expectations and standards. Byproduct sales support 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 raw material substitutes.
Maintenance and Technical Services. Our Maintenance and Technical Services segment includes fossil services and, from and after May 2017 when Allied was created, nuclear services. Fossil services are the recurring and mission-critical management of coal ash and the routine maintenance, outage services and staffing solutions for coal-fired power generation facilities. Nuclear services, which we market under the Allied Power brand name, include routine maintenance, outage services, facility maintenance, and staffing solutions for nuclear power generation facilities. The Maintenance and Technical Services segment offerings are most closely associated with the ongoing operations of power plants, whether in the form of daily environmental management or required maintenance services (typically during planned outages).
How We Evaluate Our Operations
We use a variety of financial and operational metrics to assess the performance of our operations, including:
•Revenue;
•Gross Profit;
•Operating Income;
•Adjusted EBITDA; and
•Adjusted EBITDA Margin.
Revenue
We analyze our revenue by comparing actual revenue to our internal projections for a given period and to prior periods to assess our performance. We believe that revenue is a meaningful indicator of the demand and pricing for our services.
Gross Profit
We analyze our gross profit, which we define as revenue less cost of sales, to measure our financial performance. We believe that gross profit is a meaningful metric because it provides insight on financial performance of our revenue streams without consideration of company overhead. When analyzing gross profit, we compare actual gross profit to our internal projections for a given period and to prior periods to assess our performance.
Operating Income
We analyze our operating income, which we define as revenue less cost of sales and general and administrative expenses, to measure our financial performance. We believe that operating income is a meaningful metric because it provides insight on profitability and true operating performance based on the historical cost basis of our assets. When analyzing operating income, we compare actual operating income to our internal projections for a given period and to prior periods to assess our performance.
Adjusted EBITDA and Adjusted EBITDA Margin
We view Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures, as important indicators of performance because they allow for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure.
We define Adjusted EBITDA as net loss attributable to Charah Solutions, Inc. before loss on extinguishment of debt, impairment expense, interest expense, income taxes, depreciation and amortization, equity-based compensation, non-recurring legal costs and expenses and start-up costs, the Brickhaven contract deemed termination revenue reversal, and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue. See “—Non-GAAP Financial Measures” below for more
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information and a reconciliation of Adjusted EBITDA to net loss attributable to Charah Solutions, Inc., the most directly comparable financial measure calculated and presented in accordance with GAAP.
Key Factors Affecting Our Business and Financial Statements
Ability to Capture New Contracts and Business Opportunities
Our ability to grow revenue and earnings is dependent on maintaining and increasing our market share, renewing existing contracts, and obtaining additional contracts from proactive bidding on contracts with new and existing customers. We proactively work with existing customers ahead of contract end dates to attempt to secure contract renewals. We also leverage the embedded long-term nature of our customer relationships to obtain insight into and to capture new business opportunities across our platform.
Seasonality of Business
Based on historical trends, we expect our operating results to vary seasonally. Nuclear power generators perform turnaround and outages in the off-peak months when demand is lower and generation capacity is less constrained. As a result, our nuclear services offerings may have higher revenue volume in the spring and fall months. Variations in normal weather patterns can also cause changes in the consumption of energy, which may influence the demand and timing of associated services for our fossil services offerings. Inclement weather can impact construction-related activities associated with pond and landfill remediation, which affects the timing of revenue generation for our remediation and compliance services. Our byproduct sales are also seasonally impacted during winter months when the utilization of cement and cement products is generally lower.
Project-Based Nature of Environmental Remediation Mandates
We believe there is a significant pipeline of coal ash ponds and landfills that will require remediation and/or closure in the future. Due to their scale and complexity, these environmental remediation projects are typically completed over longer periods of time. As a result, our revenue from these projects can fluctuate over time. Some of our revenue from projects is recognized over time using the cost-to-cost input method of accounting for GAAP purposes, based primarily on contract costs incurred to date compared to total estimated contract costs. This method is the most accurate measure of our contract performance because it depicts the company’s performance in transferring control of goods or services promised to customers according to a reasonable measure of progress toward complete satisfaction of the performance obligation. The timing of revenue recorded for financial reporting purposes may differ from actual billings to customers, sometimes resulting in costs and billings in excess of actual revenue. Because of the risks in estimating gross profit margins for long-term jobs, actual results may differ from these estimates.
Byproduct Recycling Market Dynamics
There is a growing demand for recycled coal ash across a variety of applications driven by market forces and governmental regulations creating the need to dispose of coal ash in an environmentally sensitive manner. Pricing of byproduct sales is driven by supply and demand market dynamics as well as the chemical and physical properties of the ash. As demand increases for the end-products that use CCRs’ (i.e., concrete for construction and infrastructure projects), the demand for recycled coal ash also typically rises. These fluctuations affect the relative demand for our byproduct sales. In recessionary periods, construction and infrastructure spending and the corresponding need for concrete may decline. However, this unfavorable effect may be partially offset by an increase in the demand for recycled coal ash during recessionary periods given that coal ash is more cost-effective than other alternatives.
Power Generation Industry Spend on Environmental Liability Management and Regulatory Requirements
The power generation industry has increased annual spending on environmental liability management. We believe this is the result of not only regulatory requirements and consumer pressure, but also the industry’s increasing focus on environmental stewardship. Continued increases in spending on environmental liability management by our customers should result in increased demand for services across our platform.
Cost Management and Capital Investment Efficiency
Our main operating costs consist of labor, material and equipment costs and equipment maintenance. We maintain a focus on cost management and efficiency, including monitoring labor costs, both in terms of wage rates and headcount, along with other costs such as materials and equipment. We believe we maintain a disciplined approach to capital expenditure decisions, which are typically associated with specific contract requirements. Furthermore, we strive to extend the useful life of our equipment through the application of a well-planned routine maintenance program.
How We Generate Revenue
The Environmental Solutions segment generates revenue through our remediation and compliance services, as well as our byproduct sales. Our remediation and compliance services primarily consist of designing, constructing, managing, remediating and closing ash ponds and landfills on customer-owned sites. Our byproduct sales offerings include the recycling of recurring and contracted volumes of coal-fired power generation waste byproducts, such as bottom ash, fly ash and gypsum byproduct, each of which can be used for various industrial purposes. More than 90% of our services work is structured as time and materials, cost reimbursable or unit price contracts, which significantly reduces the risk of loss on contracts and provides gross margin visibility. Revenue from management contracts is recognized when the ash is hauled to the landfill or the management services are provided. Revenue from the sale of ash is recognized when it is delivered to the customer. Revenue from construction contracts is recognized using the cost-to-cost input method.
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The Maintenance and Technical Services segment generates revenue through our fossil services and nuclear services offerings. Maintenance and Technical Services segment offerings are most closely associated with the ongoing operations of power plants, whether in the form of daily environmental management or required maintenance services (typically during planned outages). Our fossil services offerings focus on recurring and mission-critical management of coal ash and routine maintenance, outage services and staffing solutions for coal-fired power generation facilities to fulfill the environmental service need of our customers in handling their waste byproducts. Over the last five years, our renewal rate for fossil services contracts has been approximately 90%. Our nuclear services operations, which we market under the Allied Power brand name, consist of a broad platform of mission-critical professional, technical and craft services spanning the entire asset life cycle of a nuclear power generator. The services are performed on the customer’s site and the contract terms typically range from three to five years. Revenue is billed and paid during the periods of time work is being executed. This combination of the maintenance and environmental-related services deepens customer connectivity and drives long-term relationships which we believe are critical for renewing existing contracts, winning incremental business from existing customers at new sites and adding new customers.
Results of Operations    
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019
  Three Months Ended
  September 30,   Change
  2020   2019   $   %
(dollars in thousands)
Revenue:              
Environmental Solutions $ 45,800    $ 46,013    $ (213)   (0.5) %
Maintenance and Technical Services 72,915    75,100    (2,185)   (2.9) %
Total revenue 118,715    121,113    (2,398)   (2.0) %
Cost of sales 106,672    107,254    (582)   (0.5) %
Gross Profit:        
Environmental Solutions 6,483    6,789    (306)   (4.5) %
Maintenance and Technical Services 5,560    7,070    (1,510)   (21.4) %
Total gross profit 12,043    13,859    (1,816)   (13.1) %
General and administrative expenses 4,853    14,096    (9,243)   (65.6) %
Impairment expense 6,399  —  6,399  100.0  %
Operating income (loss) 791   (237)   1,028    433.8  %
Interest expense, net (4,331)   (3,833)   (498)   (13.0) %
Income from equity method investment 625    667   (42)   (6.3) %
Loss before taxes (2,915)   (3,403)   488    14.3  %
Income tax expense (benefit) 608  (1,100) 1,708  (155.3) %
Net loss (3,523) (2,303) (1,220) (53.0) %
Less income attributable to non-controlling interest 693    1,010    (317)   (31.4) %
Net loss attributable to Charah Solutions, Inc. (4,216)   (3,313)   (903)   (27.3) %
Deemed and imputed dividends on Series A Preferred Stock (147) —  (147) (100.0) %
Series A Preferred Stock dividends (877) —  (877)   (100.0) %
Net loss attributable to common stockholders $ (5,240) $ (3,313) $ (1,927)   (58.2) %
    Revenue. Revenue decreased $2.4 million, or 2.0%, for the three months ended September 30, 2020 to $118.7 million as compared to $121.1 million for the three months ended September 30, 2019, primarily driven by decreases in revenue in the Maintenance and Technical Services segment. The change in revenue by segment was as follows:
    Environmental Solutions Revenue. Environmental Solutions segment revenue decreased $0.2 million, or 0.5%, for the three months ended September 30, 2020 to $45.8 million as compared to $46.0 million for the three months ended September 30, 2019. The decrease in revenue was primarily driven by a decrease in byproduct sales offerings driven by lower plant productions that we believe was due to lower demand as a result of the COVID-19 pandemic and two hurricanes that disrupted plant operations as compared to the third quarter of 2019 partially offset by new project work within our remediation and compliance service component.
    Maintenance and Technical Services Revenue. Maintenance and Technical Services segment revenue decreased $2.2 million, or 2.9%, for the three months ended September 30, 2020 to $72.9 million as compared to $75.1 million for the three months ended September 30, 2019. The decrease in revenue was primarily attributable to less nuclear outage work in the three months ended September 30, 2020, partially offset by an increase in revenue from our fossil services offerings.
    Gross Profit. Gross profit decreased $1.8 million, or 13.1%, for the three months ended September 30, 2020 to $12.0 million as compared to $13.9 million for the three months ended September 30, 2019, primarily driven by a decrease in gross profit in the Maintenance and Technical Services segment. As a percentage of revenue, gross profit was 10.1% and 11.4% for the three months ended September 30, 2020 and 2019, respectively. The change in gross profit by segment was as follows:
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    Environmental Solutions Gross Profit. Gross profit for our Environmental Solutions segment decreased $0.3 million, or 4.5%, for the three months ended September 30, 2020 to $6.5 million as compared to $6.8 million for the three months ended September 30, 2019. The decrease in gross profit was primarily driven by a decrease in revenue associated with our byproduct sales offerings partially offset by an increase in revenue within our remediation and compliance service component and an increase in gross profit from a $1.8 million reduction in our asset retirement obligation resulting from changes in the estimated timing and cash flows associated with our future obligations.
    Maintenance and Technical Services Gross Profit. Gross profit for our Maintenance and Technical Services segment decreased $1.5 million, or 21.4%, for the three months ended September 30, 2020 to $5.6 million as compared to $7.1 million for the three months ended September 30, 2019. The decrease in gross profit was primarily attributable to a decrease in gross profit from our fossil services offerings.
    General and Administrative Expenses. General and administrative expenses decreased $9.2 million, or 65.6%, for the three months ended September 30, 2020 to $4.9 million as compared to $14.1 million for the three months ended September 30, 2019. The decrease was primarily attributable to a $7.1 million reduction in expense from the expiration of our purchase option liability during the current period, reductions in staff, cost-cutting measures implemented in April 2020 in response to the COVID-19 pandemic, and lower transaction costs in the current period related to the Credit Facility as discussed below in “—Liquidity and Capital Resources—Our Debt Agreements—Existing Credit Facility.”
    Impairment Expense. Impairment expense increased $6.4 million for the three months ended September 30, 2020 due to the expiration of the purchase option liability that resulted in a non-cash impairment charge related to the associated land asset.
Interest Expense, Net. Interest expense, net increased $0.5 million, or 13.0%, for the three months ended September 30, 2020 to $4.3 million as compared to $3.8 million for the three months ended September 30, 2019. The increase was primarily attributable to higher debt balances and paid in-kind interest related to the amendments to the Credit Facility as discussed below “—Liquidity and Capital Resources—Our Debt Agreements—Existing Credit Facility.”
    Income Tax Expense (Benefit). Income tax expense increased by $1.7 million to $0.6 million for the three months ended September 30, 2020 as compared to an income tax benefit of $1.1 million for the three months ended September 30, 2019 as we recorded expense in the current period due to limitations of the utilization of state net operating losses against the reversal of deferred tax liabilities. In addition, we did not record an income tax benefit in the current period as a result of the full valuation allowance recorded by the Company for the year ended December 31, 2019
    Net Loss. Net loss increased $1.2 million, or 53.0%, for the three months ended September 30, 2020 to $3.5 million as compared to $2.3 million for the three months ended September 30, 2019.     

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Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019
  Nine Months Ended
  September 30,   Change
  2020   2019   $   %
(dollars in thousands)
Revenue:              
Environmental Solutions $ 120,327    $ 141,346    $ (21,019)   (14.9) %
Maintenance and Technical Services 296,164    263,961    32,203    12.2  %
Total revenue 416,491    405,307    11,184    2.8  %
Cost of sales 382,917    378,134    4,783    1.3  %
Gross Profit:        
Environmental Solutions 14,568    5,868    8,700    148.3  %
Maintenance and Technical Services 19,006    21,305    (2,299)   (10.8) %
Total gross profit 33,574    27,173    6,401    23.6  %
General and administrative expenses 27,246    45,481    (18,235)   (40.1) %
Impairment expense 6,399  —  6,399  100.0  %
Operating loss (71)   (18,308)   18,237    99.6  %
Interest expense, net (12,787)   (12,987)   200    1.5  %
Loss on extinguishment of debt (8,603) —  (8,603) (100.0) %
Income from equity method investment 1,247    1,884    (637)   (33.8) %
Loss before taxes (20,214)   (29,411)   9,197    31.3  %
Income tax expense (benefit) 608  (7,489) 8,097  (108.1) %
Net loss (20,822) (21,922) 1,100  5.0  %
Less income attributable to non-controlling interest 1,180    2,236    (1,056)   (47.2) %
Net loss attributable to Charah Solutions, Inc. (22,002)   (24,158)   2,156    8.9  %
Deemed and imputed dividends on Series A Preferred Stock (314) —  (314) (100.0) %
Series A Preferred Stock dividends (1,846) —  (1,846)   (100.0) %
Net loss attributable to common stockholders $ (24,162) $ (24,158) $ (4)   —  %
    Revenue. Revenue increased $11.2 million, or 2.8%, for the nine months ended September 30, 2020 to $416.5 million as compared to $405.3 million for the nine months ended September 30, 2019, driven by an increase in revenue in the Maintenance and Technical Services segment, partially offset by a decrease in revenue in the Environmental Solutions segment. The change in revenue by segment was as follows:
    Environmental Solutions Revenue. Environmental Solutions segment revenue decreased $21.0 million, or 14.9%, for the nine months ended September 30, 2020 to $120.3 million as compared to $141.3 million for the nine months ended September 30, 2019. The decrease in revenue was primarily driven by project completions in 2019 within our remediation and compliance services component, including the completion of the Brickhaven project, along with a decrease in byproduct sales offerings primarily due to lower plant production that we believe was due to lower demand as a result of the COVID-19 pandemic and two hurricanes that disrupted plant operations. These decreases were partially offset by the absence during the current period of the $10.0 million revenue reversal associated with the completion of the Brickhaven project resulting from the deemed termination during the second quarter of 2019.
    Maintenance and Technical Services Revenue. Maintenance and Technical Services segment revenue increased $32.2 million, or 12.2%, for the nine months ended September 30, 2020 to $296.2 million as compared to $264.0 million for the nine months ended September 30, 2019. The increase in revenue was primarily attributable to additional spring nuclear outage work in the nine months ended September 30, 2020, and an increase in revenue from our fossil services offerings.
    Gross Profit. Gross profit increased $6.4 million, or 23.6%, for the nine months ended September 30, 2020 to $33.6 million as compared to $27.2 million for the nine months ended September 30, 2019. As a percentage of revenue, gross profit was 8.1% and 6.7% for the nine months ended September 30, 2020 and 2019, respectively. The change in gross profit by segment was as follows:
    Environmental Solutions Gross Profit. Gross profit for our Environmental Solutions segment increased $8.7 million, or 148.3%, for the nine months ended September 30, 2020 to $14.6 million as compared to $5.9 million for the nine months ended September 30, 2019. The increase in gross profit was primarily driven by the absence in the current period of the $10.0 million revenue reversal associated with the completion of the Brickhaven project resulting from the deemed termination that occurred during the nine months ended September 30, 2019 and an increase in gross profit from a $1.8 million reduction in our asset retirement obligation resulting from changes in the estimated timing and cash flows associated with our future obligations. These increases were partially offset by project completions in 2019 within our remediation and compliance services component and a decrease in revenue associated with our byproduct sales offerings.
    Maintenance and Technical Services Gross Profit. Gross profit for our Maintenance and Technical Services segment decreased $2.3 million, or 10.8%, for the nine months ended September 30, 2020 to $19.0 million as compared to $21.3 million for the nine months ended September 30, 2019. The decrease in gross profit was primarily attributable to margin improvements within our nuclear services offerings
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during the nine months ended September 30, 2019 that did not reoccur during the nine months ended September 30, 2020 and a decrease in gross profit from our fossil services offerings.
    General and Administrative Expenses. General and administrative expenses decreased $18.2 million, or 40.1%, for the nine months ended September 30, 2020 to $27.2 million as compared to $45.5 million for the nine months ended September 30, 2019. The decrease was primarily attributable to a $7.1 million reduction in expense from the expiration of our purchase option liability during the current period, reductions in staff, cost-cutting measures implemented in April 2020 in response to the COVID-19 pandemic, other cost-savings initiatives and lower transaction costs in the current period related to the Credit Facility as discussed below partially offset by $2.9 million in lower non-cash general and administrative expenses during the nine months ended September 30, 2019 associated with the amortization of the purchase option liability due to the deemed termination of the Brickhaven contract.
    Impairment Expense. Impairment expense increased $6.4 million for the nine months ended September 30, 2020 due to the expiration of the purchase option liability that resulted in a non-cash impairment charge related to the associated land asset.    
Interest Expense, Net. Interest expense, net decreased $0.2 million, or 1.5%, for the nine months ended September 30, 2020 to $12.8 million as compared to $13.0 million for the nine months ended September 30, 2019. The decrease was primarily attributable to a $2.2 million decrease in the non-cash mark-to-market expense associated with the change in value of our interest rate swap, partially offset by higher debt balances and paid in-kind interest related to the amendments to the Credit Facility as discussed below in “—Liquidity and Capital Resources—Our Debt Agreements—Existing Credit Facility.”
    Loss on Extinguishment of Debt. Loss on extinguishment of debt increased $8.6 million for the nine months ended September 30, 2020 due to the Company’s Amendment No. 3 to Credit Agreement (the “Third Amendment”) of our existing Credit Facility as discussed below in “—Liquidity and Capital Resources—Our Debt Agreements—Existing Credit Facility.” The Company expensed $5.2 million in amendment fees and wrote off $3.4 million in previously capitalized debt issuance costs.
    Income from Equity Method Investment. Income from equity method investment decreased $0.6 million, or 33.8%, for the nine months ended September 30, 2020 to $1.2 million as compared to $1.9 million for the nine months ended September 30, 2019. The decrease period-over-period was primarily attributable to a reduction in ash volumes generated by the utility and available for sale by us.
    Income Tax Expense (Benefit). Income tax expense increased by $8.1 million to $0.6 million for the nine months ended September 30, 2020 as compared to an income tax benefit of $7.5 million for the nine months ended September 30, 2019 as we recorded expense in the current period due to limitations of the utilization of state net operating losses against the reversal of deferred tax liabilities. In addition, we did not record an income tax benefit in the current period as a result of the full valuation allowance recorded by the Company for the year ended December 31, 2019.
    Net Loss. Net loss decreased $1.1 million, or 5.0%, for the nine months ended September 30, 2020 to $20.8 million as compared to $21.9 million for the nine months ended September 30, 2019.
Condensed Consolidated Balance Sheets
    The following table is a summary of our overall financial position:
September 30, 2020 December 31, 2019 Change
(in thousands)
Total assets $ 371,568  $ 355,756  $ 15,812 
Total liabilities 314,830  302,483  12,347 
Mezzanine equity 25,536  —  25,536 
Total equity 31,202  53,273  (22,071)
    Assets
    Total assets increased $15.8 million driven primarily by a $25.1 million increase in cash as proceeds associated with our Series A Preferred Stock (the “Preferred Stock”) offering and borrowings under the Credit Facility (as defined below) were used to fund working capital requirements and other operations. Furthermore, accounts receivable increased $15.9 million primarily associated with the Allied fall outage nuclear services. Finally, restricted cash increased $7.9 million related to a specific remediation and compliance project that started operations during the second quarter of 2020. These increases were partially offset by a $20.5 million decrease in property and equipment, net as depreciation expense exceeded new additions, land decreased due to the expiration of the purchase option liability that resulted in an impairment of the associated land asset and disposals in the ordinary course of business. In addition, there was a $6.4 million decrease in intangible assets, net due to amortization, a $5.6 million decrease in inventory from improved inventory management and a $0.7 million decrease in income tax receivable from the collection of state refunds.
    Liabilities
    Total liabilities increased $12.3 million driven by a $11.5 million increase in contract liabilities due to billings in excess of costs and earnings associated with a specific remediation and compliance project. Accrued and non-current other liabilities increased $10.5 million due to payroll and benefit expenses associated with the Allied fall outage nuclear services, the deferral of certain employer payroll taxes under the CARES Act and fees associated with the Third Amendment of the Credit Facility as discussed further below in “—Liquidity and Capital Resources—Our Debt Agreements—Existing Credit Facility.” In addition, there was a $8.0 million net increase in notes payable to fund operations. Finally, deferred tax liabilities increased by $0.7 million due to limitations of the utilization of state net operating losses against
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the reversal of deferred tax liabilities. These increases were partially offset by a $8.2 million decrease in our asset retirement obligation associated with our maintenance and monitoring requirement payments and reduction in liability resulting from changes in the estimated timing and cash flows associated with our future obligations, a $7.1 million decrease in our purchase option liability due to the expiration of the option and a $3.1 million decrease in accounts payable.
    Mezzanine Equity
    Total mezzanine equity increased $25.5 million related to the initial liquidation preference of $26.0 million, net of offering costs, Original Issue Discount ("OID"), paid in-kind dividends and accretion associated with the Preferred Stock Offering.
    Equity
    Total equity decreased $22.1 million driven primarily by the $20.8 million net loss, $2.2 million in paid in-kind and deemed dividends associated with our Preferred Stock, $1.0 million of income attributable to our non-controlling interest and $0.1 million in taxes paid from the net settlement of shares vested, partially offset by $2.1 million in share-based compensation.
Liquidity and Capital Resources
    Our primary sources of liquidity and capital resources are cash on the balance sheet, cash flows generated by operating activities and borrowings under the Credit Facility. In part due to longer sales cycles, driven by the increase in the size, scope and complexity of remediation and compliance projects that we are bidding on, we have experienced contract initiation delays and project completion delays which have adversely affected our revenue and overall liquidity. Our lengthy and complex projects require us to expend large sums of working capital and delays in payment receipts, project commencement or project completion can adversely affect our financial position and the cash flows that normally would fund our expenditures.
    As of September 30, 2020, we had total liquidity of $38.9 million, comprised of $30.0 million of cash on hand and $8.9 million availability under the Revolving Loan. We believe our cash on hand and cash generated from operations will be sufficient to cover our working capital requirements and debt obligations for the next 12 months from the issuance of this Quarterly Report.
    Cash Flows
    The following table sets forth our cash flow data:
  Nine Months Ended    
  September 30,   Change
  2020   2019   $
(dollars in thousands)
Cash flows provided by operating activities $ 10,899    $ 70,175    $ (59,276)
Cash flows used in investing activities (2,858)   (12,000)   9,142 
Cash flows provided by (used in) financing activities 24,998    (57,489)   82,487 
Net change in cash $ 33,039    $ 686    $ 32,353 
    Operating Activities
    Net cash provided by operating activities decreased $59.3 million for the nine months ended September 30, 2020 to $10.9 million as compared to $70.2 million for the nine months ended September 30, 2019. The change in cash flows provided by operating activities was primarily attributable to the $80.0 million payment from the Brickhaven deemed termination received during the nine months ended September 30, 2019 and a $1.8 million increase in cash paid for interest during the nine months ended September 30, 2020. These decreases were partially offset by a $16.1 million reduction in net loss, excluding the $8.6 million loss in extinguishment of debt and $6.4 million impairment expense and $6.2 million of accrued liabilities associated with the deferral of certain employer payroll taxes under the CARES Act.
    Investing Activities
    Net cash used in investing activities decreased $9.1 million for the nine months ended September 30, 2020 to $2.9 million as compared to $12.0 million for the nine months ended September 30, 2019. The change in cash flows used in investing activities was primarily attributable to decreases in capital expenditures during the nine months ended September 30, 2020.
    Financing Activities
    Net cash provided by financing activities increased $82.5 million for the nine months ended September 30, 2020 to $25.0 million as compared to net cash used in financing activities of $57.5 million for the nine months ended September 30, 2019. The change in cash flows provided by financing activities was primarily attributable to a $58.8 million net decrease in payments made on our long-term debt during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019 as proceeds from the Brickhaven deemed termination payment were used during the prior year period. In addition, there was also a $24.3 million net increase in proceeds received from the Preferred Stock offering during the nine months ended September 30, 2020. Finally, our distributions paid to our non-controlling interest decreased by $1.0 million during the current period. These increases were partially offset by a $1.6 million increase in debt issuance costs paid during the nine months ended September 30, 2020.
    
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Working Capital
    Our working capital, which we define as total current assets less total current liabilities, totaled $18.9 million at September 30, 2020 as compared to a working capital deficit of $16.1 million at December 31, 2019. This increase in net working capital for the nine months ended September 30, 2020 was primarily due to increases in cash associated with proceeds from the Preferred Stock offering and borrowings under the Credit Facility, increases in accounts receivable associated with the Allied fall outage nuclear services, increases in restricted cash related to a specific remediation and compliance project, a decrease in our asset retirement obligation associated with our maintenance and monitoring requirement payments and reduction in liability due to the change in our intended use of the related asset, a decrease in our purchase option liability due to the expiration of the option and a decrease in our accounts payable. These changes were partially offset by increases in contract liabilities due to billings in excess of costs and earnings associated with a specific remediation and compliance project and increases in accrued liabilities from payroll and benefit expenses associated with the Allied fall outage nuclear services and the deferral of certain employer payroll taxes under the CARES Act.
    Our Debt Agreements
    Existing Credit Facility
    On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility includes:
•A revolving loan not to exceed $50.0 million (the “Revolving Loan”);
•A term loan of $205.0 million (the “Closing Date Term Loan”); and
•A commitment to loan up to a further $25.0 million in term loans, which expired in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”).
    After the Third Amendment all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility will mature in July 2022, as discussed more fully below. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Defined margins are added to the interest rate based upon our election of either the Eurodollar rate or the base rate. Customary fees are payable in respect of the Credit Facility and include (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by substantially all of the assets of the Company.
    The Credit Facility contains various customary representations and warranties, and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries’ business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility), which have been modified as described below.
    The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as the delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.
    The Credit Facility includes customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.
    The Revolving Loan provides a principal amount of up to $50.0 million, reduced by outstanding letters of credit. As of September 30, 2020, $25.7 million was outstanding on the Revolving Loan and $15.5 million of letters of credit were outstanding.
    But for Amendment No. 2 to Credit Agreement and Waiver (the “Second Amendment”), as of June 30, 2019, we would not have been in compliance with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00 under the Credit Facility. On August 13, 2019, we entered into the Second Amendment, pursuant to which, among other things, the required lenders agreed to waive such non-compliance.
    In addition, pursuant to the terms of the Second Amendment, the Credit Facility was amended to revise the required financial covenant ratios, which have been modified as described below. As consideration for these accommodations, we agreed that amounts borrowed pursuant to the Delayed Draw Commitment would not exceed $15.0 million at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). Further, the margin of interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Second Amendment also added a requirement to make two additional scheduled prepayments of outstanding loans under the Credit Facility, including a payment of $50.0 million on or before September 13, 2019 and an additional payment of $40.0 million on or before March 31, 2020. The $50.0 million payment was made before September 13, 2019, using proceeds of the Brickhaven deemed termination payment. The Second Amendment required us to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately prior to the effectiveness of the Second Amendment, with such fee due and payable on August 16, 2020, provided that the Credit Facility had not been terminated prior to such date.
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    The Second Amendment also included revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, to make investments and to make dividends or other distributions. After giving effect to the Second Amendment, we will not be permitted to make any distributions or dividends to our stockholders without the consent of the required lenders.
    In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”).
    Pursuant to the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40.0 million prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we are not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we will be required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we will also be required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter.
Our ability to comply with such financial covenants is dependent upon the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by the effects of COVID-19 or other unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the one-year period following the issuance of these financial statements. Those financial forecasts are highly dependent upon the demand for our byproduct sales, timing in new contract awards and timing of completion of existing work. The current pandemic is making it more difficult to forecast future results and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us to not be in compliance with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent is not considered to be in the Company’s control. In the event that we are unable to comply in the future with such financial covenants upon delivery of our financial statements pursuant to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred and the Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company.
    The Third Amendment increased the maximum amount available to be borrowed pursuant to the Delayed Draw Commitment from $15.0 million to $25.0 million, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amount of indebtedness that the Company may incur in respect of certain capitalized leases from $50.0 million to $75.0 million.
    Under the Third Amendment, the Company has agreed to make monthly amortization payments in respect of term loans beginning in April 2020, and to move the maturity date for all loans under the Credit Agreement to July 31, 2022 (the “Maturity Date”). In addition, if at any time after August 13, 2019, the outstanding principal amount of the Delayed Draw Term Loan exceeds $10.0 million, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10.0 million which was paid on March 31, 2020 and will also be payable at the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company in excess of $10.0 million, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity and general corporate purposes. The Company has also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan that will be compounded monthly and paid in-kind by adding such portion to the outstanding principal amount.
    As a condition to entering into the Second Amendment, we were required to pay the Administrative Agent an amendment fee (the “Second Amendment Fee”) in an amount equal to 1.50% of the total credit exposure under the Credit Facility, immediately prior to the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019, and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We are also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Facility, immediately prior to the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, we will also pay an additional fee with respect to the Third Amendment in the amount of $2.0 million with such fee being due and payable on the Maturity Date; provided that if the facility is terminated by December 31, 2020, 50% of this fee shall be waived.
    In accordance with ASC 470, Debt, the Company calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Third Amendment and concluded that the original and new debt instruments were substantially different, necessitating that the Third Amendment be accounted for as an extinguishment. As a result of the Company’s Third Amendment, the Company capitalized $1.6 million in third-party fees which will be amortized as interest expense until July 31, 2022. In addition, the Company expensed $5.2 million in amendment fees as discussed above which is included in loss on extinguishment of debt in the accompanying condensed consolidated statements of operations. Finally, the Company wrote off $3.4 million in debt issuance costs which is included in loss on extinguishment of debt in the accompanying condensed consolidated statements of operations.
    Equipment Financing Facilities
    We have entered into various equipment financing arrangements to finance the acquisition of certain equipment (the “Equipment Financing Facilities”). As of September 30, 2020, we had $29.4 million of equipment notes outstanding. Each of the Equipment Financing Facilities includes non-financial covenants, and, as of September 30, 2020, we were in compliance with these covenants.
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Series A Preferred Stock
    As a condition to the Third Amendment, the Company entered into an agreement with an investment fund affiliated with Bernhard Capital Partners Management, LP (“BCP”) to sell 26,000 shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”), for net proceeds of approximately $25.2 million in a private placement (the “Preferred Stock Offering”). The Preferred Stock will have an initial liquidation preference of $1,000 per share and will pay a dividend at the rate of 10% per annum in cash, or 13% if the Company elects to pay dividends in-kind by adding such amount to the liquidation preference. The Company’s intention is to pay dividends-in-kind for the foreseeable future. Proceeds from the Preferred Stock Offering will be used for liquidity and general corporate purposes.
    For more information related to the Series A Preferred Stock, see Note 11 “Mezzanine Equity” to the accompanying unaudited condensed consolidated financial statements.
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Non-GAAP Financial Measures
    Adjusted EBITDA and Adjusted EBITDA Margin
    Adjusted EBITDA and Adjusted EBITDA margin are not financial measures determined in accordance with GAAP.
    We define Adjusted EBITDA as net loss attributable to Charah Solutions, Inc. before loss on extinguishment of debt, impairment expense, interest expense, income taxes, depreciation and amortization, equity-based compensation, non-recurring legal costs and expenses, the Brickhaven contract deemed termination revenue reversal and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue.
    We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net loss attributable to Charah Solutions, Inc. in arriving at Adjusted EBITDA because these amounts are either non-recurring or can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss attributable to Charah Solutions, Inc. determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. We use Adjusted EBITDA margin to measure the success of our business in managing our cost base and improving profitability. The following table presents a reconciliation of Adjusted EBITDA to net loss attributable to Charah Solutions, Inc., our most directly comparable financial measure calculated and presented in accordance with GAAP, along with our Adjusted EBITDA margin.
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
(in thousands)
Net loss attributable to Charah Solutions, Inc. $ (4,216) $ (3,313) $ (22,002)   $ (24,158)
Interest expense, net 4,331  3,833  12,787  12,987 
Loss on extinguishment of debt —  —  8,603  — 
Impairment expense 6,399  —  6,399  — 
Income tax expense (benefit) 608  (1,100) 608  (7,489)
Depreciation and amortization (78) 5,399  13,196    17,034 
Elimination of certain non-recurring legal costs and expenses(1)
—  (1,485) (2,137) (2,231)
Equity-based compensation 614  659  2,084  1,666 
Brickhaven contract deemed termination revenue reversal —  —  —  10,000 
Transaction-related expenses and other items(2)
482  1,603  1,299    4,340 
Adjusted EBITDA $ 8,140  $ 5,596  $ 20,837  $ 12,149 
Adjusted EBITDA margin(3)
6.9  % 4.6  % 5.0  %   3.0  %
(1)Represents non-recurring legal costs and expenses, which amounts are not representative of those that we historically incur in the ordinary course of our business. Negative amounts represent insurance recoveries related to these matters.
(2)Represents expenses associated with the Amendment to the Credit Facility, SCB transaction expenses, executive severance costs, IPO-related costs, and other miscellaneous items.
(3)Adjusted EBITDA margin is a non-GAAP financial measure that represents the ratio of Adjusted EBITDA to total revenue. We use Adjusted EBITDA margin to measure the success of our businesses in managing our cost base and improving profitability.
Off-Balance Sheet Arrangements
    We currently have no material off-balance sheet arrangements except for operating leases as referenced within Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2019.
Contractual Obligations
    As of September 30, 2020, there have been no material changes in our outstanding contractual obligations from those disclosed within Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2019.
Critical Accounting Policies and Estimates
    There were no changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year
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ended December 31, 2019.
Recent Accounting Pronouncements
    Please see Note 3, “Recent Accounting Pronouncements,” to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report and Note 2, “Summary of Significant Accounting Policies,” to the consolidated and combined financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of recent accounting pronouncements.
Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an “emerging growth company,” which allows us to have an extended transition period for complying with new or revised financial accounting standards pursuant to Section 107(b) of the JOBS Act. We intend to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until we are no longer an emerging growth company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. Currently, our market risks relate to potential changes in the fair value of our long-term debt due to fluctuations in applicable market interest rates. Going forward, our market risk exposure generally will be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.
Interest Rate Risk
As of September 30, 2020, we had $140.0 million of debt outstanding under the Term Loan and $43.3 million outstanding under the Delayed Draw Commitment and Revolving Loan, with a weighted average interest rate of 7.2%. A 1.0% increase or decrease in the interest rate would increase or decrease interest expense by approximately $1.8 million per year assuming a consistent debt balance and without taking into consideration any impact from the change in fair value of our interest rate swap. We currently have an interest rate swap in place with respect to outstanding indebtedness under the Term Loan that provides a ceiling on three-month LIBOR at 2.5% for a notional amount of $150.0 million. A fair value liability of $1.0 million and $1.1 million was recorded with respect to our interest rate cap in the unaudited condensed consolidated balance sheets within other current liabilities as of September 30, 2020 and December 31, 2019, respectively.
Credit Risk
While we are exposed to credit risk in the event of non-performance by counterparties, the majority of our customers are investment grade companies and we do not anticipate non-performance. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d‑15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on such evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2020, at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, the majority of our office employees have been working remotely since the middle of March 2020. We have taken precautionary measures to ensure our internal control over financial reporting addressed risks working in a remote environment. We are continually monitoring and assessing the COVID-19 potential effects on the design and operating effectiveness of our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
    We are party to a lawsuit filed against North Carolina by an environmental advocacy group alleging that the issuance by the state of certain permits associated with our Brickhaven clay mine reclamation site exceeded the state’s power. Although the state’s authority to issue the bulk of the permits (i.e., the allowance to reclaim the original site with coal ash) was upheld, the portion of the permits that allows us to “cut and prepare” an additional portion of the site was held by the North Carolina Superior Court to exceed the relevant agency’s statutory authority. The North Carolina Superior Court’s decision was reversed and remanded back to the North Carolina Office of Administrative Hearing (“NCOAH”) due to the North Carolina Superior Court’s having used an improper standard of review. While the NCOAH upheld the state’s authority to issue the bulk of the permits, it too held that a portion of the permits that allowed us to “cut and prepare” an additional portion of the site was in excess of the relevant agency’s authority. We have filed a petition for judicial review with the North Carolina Superior Court. All customer related work at the Brickhaven site has been completed.
Allied Power Services, LLC and its affiliate, Allied Power Resources, LLC, have been named in a collective action lawsuit filed in the U.S. District Court for the Northern District of Illinois, alleging violations of the Fair Labor Standards Act, and which includes related class claims alleging violations of the Illinois Minimum Wage Law and the Pennsylvania Minimum Wage Act for failure to pay overtime. This case is one of a series filed against companies in the oil, gas and energy industries in Illinois and Texas. The parties mediated this case in November 2018 and reached a settlement. On July 15, 2020, the court granted final approval of the settlement and the settlement payments will occur in January and April of 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. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Although it is difficult to predict the ultimate outcome of these lawsuits, claims and proceedings, we do not believe that the ultimate disposition of any of these matters, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits.
Item 1A. Risk Factors
    For a detailed discussion of known material factors which could materially affect our business, financial condition or future results, refer to Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”). There have been no material changes in our risk factors since the Annual Report, except as noted below. You should carefully consider the risk factors discussed below and in the Annual Report, which could materially affect our business, financial condition or future results.
    Our results of operations could be materially adversely impacted by the COVID-19 pandemic.
    The global spread of the COVID-19 pandemic has created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic and actions taken in response on economic activity; the effect on our ability to perform our services offerings to our customers; the effect on demand for our byproduct sales, which is largely driven by the amount of construction activity; delays in new contract awards, work-from-home programs and customers seeking to mitigate capital-intensive expenditures and conserve cash flow; the ability of our customers to pay for our goods and services; and any closures of our offices and of our customers’ plants and facilities. Customers may also slow down decision-making, delay planned work or seek to terminate existing agreements.
    Further, the effects of the pandemic may also increase our cost of capital or make additional capital, including the refinancing of the Credit Facility, more difficult or available only on terms less favorable to us, if at all. A sustained downturn may also result in the carrying value of our long-lived assets exceeding their fair value, which may require us to recognize an impairment to those assets. The effects of the COVID-19 pandemic, including remote working arrangements for employees, may also impact our financial reporting systems and internal control over financial reporting, including our ability to ensure information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
    Any of these events could cause or contribute to the risks and uncertainties enumerated in the Annual Report and could materially adversely affect our business, financial condition, results of operations and/or stock price.
    While we are currently in compliance with all NYSE listing requirements, we have been out of compliance in the past and may be out of compliance in the future. Failure to remain compliant with all NYSE listing standards could lead to the delisting of our common stock which could have a material, adverse effect on our business, operating results and financial condition.
    On May 12, 2020, we disclosed that we were not in compliance with an NYSE continued listing standard because our average global market capitalization over a 30-trading day period was below the NYSE requirement of $50 million and, as of March 31, 2020, our stockholder’s equity was below the NYSE’s requirement of $50 million (the “Market Capitalization Listing Requirement”). Currently, our average global market capitalization over a 30-trading day period was above the $50 million requirement and we are in compliance with all NYSE continued listing standards.
40

    It is possible that the price of our common stock may decline in the future such that we are no longer in compliance with the Market Capitalization Listing Requirement. Our non-compliance with the Market Capitalization Listing Requirement could lead to our common stock being delisted from the NYSE. If our common stock were to be suspended or delisted, it would become more difficult to trade our common stock, which would reduce the liquidity and price of our common stock. Further, delisting may adversely affect our relationships with our business partners and suppliers and customers’ and potential customers’ decisions to purchase our products and services and could have a material, adverse impact on our business, operating results and financial condition.     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities
    There were no repurchases of our common stock during the three months ended September 30, 2020.
Item 6. Exhibits
Exhibit
Number 		  Description
3.1
3.2
3.3
4.1
 
 
 
101.INS*   XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*   XBRL Taxonomy Extension Schema Document.
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*   XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
    ___________
*
Filed herewith.
**
Furnished herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
  CHARAH SOLUTIONS, INC.
     
     
November 10, 2020 By: /s/ Scott A. Sewell
  Name: Scott A. Sewell
  Title: President and Chief Executive Officer
    (Principal Executive Officer)
     
     
November 10, 2020 By: /s/ Roger D. Shannon
  Name: Roger D. Shannon
  Title: Chief Financial Officer and Treasurer
    (Principal Financial Officer and Principal Accounting Officer)
     
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