Exhibit 99.3
CHARAH SOLUTIONS, INC.
Unaudited Non-GAAP Financial Measures
On November 19, 2020, the Company announced that it had entered into a definitive agreement (the “Purchase Agreement”) to sell its subsidiary, Allied Power Holdings LLC, (“Allied”) to Allied Group Intermediate Holdings, LLC, an affiliate of Bernhard Capital Management LP, the majority shareholder of the Company, in an all-cash deal for $40 million to be paid at closing, subject to adjustment for working capital and certain other adjustments as set forth in the Purchase Agreement (the “Transaction”). The Transaction is effective immediately. This Transaction will be treated as a sale to an entity under common control with the net proceeds recognized as a contribution to equity.
To supplement the unaudited pro forma condensed consolidated financial information included as Exhibit 99.2 to this Current Report on Form 8-K, the Company has included certain other financial data. As set forth in Exhibit 99.2 to this Current Report on Form 8-K, the Company’s as reported financial information has been derived from the historical financial statements which were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company uses financial measures that are not determined in accordance with GAAP, including Adjusted EBITDA and Adjusted EBITDA margin.
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 below 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.
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.