Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 10, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-38523 | ||
Entity Registrant Name | CHARAH SOLUTIONS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-4228671 | ||
Entity Address, Address Line One | 12601 Plantside Drive | ||
Entity Address, City or Town | Louisville | ||
Entity Address, State or Province | KY | ||
Entity Address, Postal Zip Code | 40299 | ||
City Area Code | 502 | ||
Local Phone Number | 245-1353 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | CHRA | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 20,273,431 | ||
Entity Common Stock, Shares Outstanding | 30,078,957 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2021 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K to the extent described herein. | ||
Entity Central Index Key | 0001730346 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 24,787 | $ 4,912 |
Restricted cash | 4,424 | 1,000 |
Trade accounts receivable, net | 46,609 | 37,325 |
Receivable from affiliates | 182 | 390 |
Contract assets | 18,329 | 20,641 |
Inventory | 5,917 | 14,792 |
Income tax receivable | 260 | 1,374 |
Prepaid expenses and other current assets | 5,287 | 3,146 |
Current assets of discontinued operations held for sale | 0 | 14,930 |
Total current assets | 105,795 | 98,510 |
Property and equipment, net | 49,470 | 83,498 |
Goodwill | 62,193 | 62,193 |
Intangible assets, net | 61,426 | 92,473 |
Equity method investments | 831 | 5,078 |
Other assets | 1,245 | 188 |
Long-term assets of discontinued operations held for sale | 0 | 13,816 |
Total assets | 280,960 | 355,756 |
Current liabilities: | ||
Accounts payable | 15,613 | 17,518 |
Contract liabilities | 6,295 | 582 |
Capital lease obligations, current portion | 2,199 | 0 |
Notes payable, current maturities | 22,308 | 34,873 |
Asset retirement obligation | 2,043 | 9,944 |
Purchase option liability | 0 | 7,110 |
Accrued liabilities | 34,937 | 15,796 |
Other liabilities | 935 | 1,116 |
Current liabilities of discontinued operations held for sale | 0 | 27,686 |
Total current liabilities | 84,330 | 114,625 |
Liabilities noncurrent | ||
Deferred tax liabilities | 368 | 1,492 |
Contingent payments for acquisitions | 1,950 | 11,481 |
Asset retirement obligation | 3,116 | 5,187 |
Line of credit | 12,003 | 19,000 |
Capital lease obligations less current portion | 4,485 | 0 |
Notes payable, less current maturities | 124,969 | 150,698 |
Other liabilities | 2,000 | 0 |
Total liabilities | 233,221 | 302,483 |
Commitments and contingencies | ||
Mezzanine equity | ||
Series A Preferred Stock — $0.01 par value; 50 shares authorized, 26 shares issued and outstanding as of December 31, 2020; aggregate liquidation preference of $28,783 as of December 31, 2020 | 27,423 | 0 |
Stockholders’ equity | ||
Retained losses | (88,865) | (33,002) |
Common Stock — $0.01 par value; 200,000 shares authorized, 30,077 and 29,624 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 300 | 296 |
Additional paid-in capital | 108,471 | 85,187 |
Total stockholders’ equity | 19,906 | 52,481 |
Non-controlling interest | 410 | 792 |
Total equity | 20,316 | 53,273 |
Total liabilities and equity | $ 280,960 | $ 355,756 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock, par value (in dollars per share) | $ 0.01 | |
Series A Preferred Stock, par value (in dollars per share) | 50,000 | |
Series A Preferred Stock, shares outstanding (in shares) | 26,000 | 0 |
Series A Preferred Stock, shares issued (in shares) | 26,000 | |
Series A Preferred Stock, aggregate liquidation preference | $ 28,783 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 30,077,000 | 29,624,000 |
Common stock, shares outstanding (in shares) | 30,077,000 | 29,624,000 |
Consolidated & Combined Stateme
Consolidated & Combined Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 232,377 | $ 244,661 | $ 400,887 |
Cost of sales | 209,570 | 223,386 | 319,846 |
Gross profit | 22,807 | 21,275 | 81,041 |
General and administrative expenses | 34,064 | 51,085 | 35,292 |
Gain on change in contingent payment liability | (9,702) | 0 | 0 |
Impairment expense | 38,014 | 0 | 0 |
Operating (loss) income | (39,569) | (29,810) | 45,749 |
Interest expense, net | (13,774) | (14,624) | (30,282) |
Loss on extinguishment of debt | (8,603) | 0 | 0 |
(Loss) income from equity method investment | (2,516) | 2,295 | 2,407 |
(Loss) income from continuing operations before income taxes | (64,462) | (42,139) | 17,874 |
Income tax expense (benefit) | (914) | 4,190 | 4,022 |
(Loss) income from continuing operations, net of tax | (63,548) | (46,329) | 13,852 |
Income from discontinued operations, net of tax | 8,883 | 7,105 | (20,268) |
Net loss | (54,665) | (39,224) | (6,416) |
Less income attributable to non-controlling interest | 1,198 | 2,834 | 2,486 |
Net loss attributable to Charah Solutions, Inc. | (55,863) | (42,058) | (8,902) |
Amounts attributable to Charah Solutions, Inc. | |||
Loss from continuing operations, net of tax and non-controlling interest | (64,746) | (49,163) | 11,366 |
Deemed and imputed dividends on Series A Preferred Stock | (461) | 0 | 0 |
Series A Preferred Stock dividends | (4,064) | 0 | 0 |
Net (loss) income from continuing operations attributable to common stockholders | (69,271) | (49,163) | 11,366 |
Net income (loss) from discontinued operations | 8,883 | 7,105 | (20,268) |
Net loss attributable to common stockholders | $ (60,388) | $ (42,058) | $ (8,902) |
Net (loss) income from continuing operations per common share | |||
Basic (in dollars per share) | $ (2.32) | $ (1.67) | $ 0.43 |
Diluted (in dollars per share) | (2.32) | (1.67) | 0.41 |
Net income (loss) from discontinued operations per common share | |||
Basic (in dollars per share) | 0.30 | 0.24 | (0.76) |
Diluted (in dollars per share) | 0.30 | 0.24 | (0.73) |
Net loss attributable to common stockholders per common share | |||
Basic (in dollars per share) | (2.02) | (1.43) | (0.33) |
Diluted (in dollars per share) | $ (2.02) | $ (1.43) | $ (0.32) |
Weighted-average shares outstanding used in loss per common share: | |||
Basic (in shares) | 29,897 | 29,495 | 26,610 |
Diluted (in shares) | 29,897 | 29,495 | 27,630 |
Consolidated & Combined State_2
Consolidated & Combined Statements of Stockholders' and Members' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Charah, LLC Members’ Interest | Allied Power Management, LLC Members’ Interest | Total | TotalCumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Retained Earnings (Losses) | Retained Earnings (Losses)Cumulative Effect, Period of Adoption, Adjustment | Non-Controlling Interest |
Balance beginning of period (in shares) at Dec. 31, 2017 | 0 | ||||||||||
Balance beginning of period, stockholders' equity at Dec. 31, 2017 | $ 48,319 | $ 19,718 | $ 9,687 | $ 47,721 | $ 0 | $ 0 | $ 18,316 | $ 598 | |||
Permanent Equity | |||||||||||
Net (loss) income | (6,416) | (8,902) | (8,902) | 2,486 | |||||||
Share based compensation expense | 214 | 214 | 214 | ||||||||
Share based compensation expense | 3,913 | 3,913 | 3,913 | ||||||||
Distributions | (2,965) | (686) | (686) | (2,279) | |||||||
Conversion from members' interest to common stock (in shares) | 23,436,398 | ||||||||||
Conversion from members’ interest to common stock | 0 | (19,246) | (9,687) | 0 | $ 234 | 28,699 | |||||
Issuance of shares (in shares) | 5,294,117 | ||||||||||
Issuance of shares | 59,241 | 59,241 | $ 53 | 59,188 | |||||||
Shares issued under share-based compensation plan (in shares) | 372,169 | ||||||||||
Shares issued under share-based compensation plan | 0 | 0 | $ 4 | (4) | |||||||
Shares repurchased (in shares) | (19,696) | ||||||||||
Deferred offering costs | (8,916) | (8,916) | (8,916) | ||||||||
Balance end of period (in shares) at Dec. 31, 2018 | 29,082,988 | ||||||||||
Balance end of period, stockholders' equity at Dec. 31, 2018 | $ 93,390 | $ (358) | 0 | 0 | 92,585 | $ (358) | $ 291 | 82,880 | 9,414 | $ (358) | 805 |
Permanent Equity | |||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2014-09 | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 0 | ||||||||||
Permanent Equity | |||||||||||
Net (loss) income | (39,224) | (42,058) | (42,058) | 2,834 | |||||||
Share based compensation expense | 2,513 | 2,513 | 2,513 | ||||||||
Distributions | (2,847) | 0 | (2,847) | ||||||||
Shares issued under share-based compensation plan (in shares) | 568,500 | ||||||||||
Shares issued under share-based compensation plan | 0 | 0 | $ 5 | (5) | |||||||
Taxes paid related to net settlement of shares (in shares) | (28,653) | ||||||||||
Taxes paid related to net settlement of shares | $ (201) | (201) | (201) | ||||||||
Balance end of period (in shares) at Dec. 31, 2019 | 29,624,000 | 29,622,835 | |||||||||
Balance end of period, stockholders' equity at Dec. 31, 2019 | $ 53,273 | $ 0 | $ 0 | 52,481 | $ 296 | 85,187 | (33,002) | 792 | |||
Mezzanine Equity | |||||||||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | 26,000 | ||||||||||
Issuance of Series A Preferred Stock, net of issuance costs | $ 24,253 | ||||||||||
Deemed and imputed dividends on Series A Preferred Stock | $ 3,169 | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 26,000 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 27,423 | ||||||||||
Permanent Equity | |||||||||||
Net (loss) income | (54,665) | (55,863) | (55,863) | 1,198 | |||||||
Share based compensation expense | 2,539 | 2,539 | 2,539 | ||||||||
Distributions | (1,580) | 0 | (1,580) | ||||||||
Issuance of shares | 0 | ||||||||||
Shares issued under share-based compensation plan (in shares) | 549,705 | ||||||||||
Shares issued under share-based compensation plan | 0 | 0 | $ 5 | (5) | |||||||
Taxes paid related to net settlement of shares (in shares) | (95,522) | ||||||||||
Taxes paid related to net settlement of shares | (232) | (232) | $ (1) | (231) | |||||||
Contribution from sale of subsidiary to entity under common control | 25,506 | 25,506 | 25,506 | ||||||||
Deemed and imputed dividends on Series A Preferred Stock | (461) | (461) | (461) | ||||||||
Dividends, Preferred Stock | $ (4,064) | (4,064) | (4,064) | ||||||||
Balance end of period (in shares) at Dec. 31, 2020 | 30,077,000 | 30,077,018 | |||||||||
Balance end of period, stockholders' equity at Dec. 31, 2020 | $ 20,316 | $ 19,906 | $ 300 | $ 108,471 | $ (88,865) | $ 410 |
Consolidated & Combined State_3
Consolidated & Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (54,665) | $ (39,224) | $ (6,416) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 19,886 | 23,437 | 42,308 |
Loss on extinguishment of debt | 8,603 | 0 | 0 |
Paid-in-kind interest on long-term debt | 4,448 | 0 | 0 |
Impairment expense | 40,772 | 0 | 0 |
Amortization of debt issuance costs | 599 | 1,206 | 11,631 |
Deferred income tax (benefit) expense | (834) | 4,359 | (2,995) |
Loss on sale of assets | 708 | 2,376 | 899 |
Loss (income) from equity method investment | 2,516 | (2,295) | (2,407) |
Distributions received from equity investment | 1,731 | 2,277 | 2,353 |
Non-cash share-based compensation | 2,539 | 2,513 | 4,127 |
(Gain) loss on interest rate swap | (181) | 2,006 | (1,089) |
Gain on change in contingent payment liability | (9,702) | 0 | 0 |
Interest accreted on contingent payments for acquisition | 171 | 267 | 200 |
Increase (decrease) in cash due to changes in: | |||
Trade accounts receivable | (21,791) | 10,208 | (7,595) |
Contract assets and liabilities | 8,025 | 65,299 | (93,282) |
Inventory | 6,037 | 11,085 | (5,720) |
Accounts payable | (457) | (69) | 9,086 |
Asset retirement obligation | (9,694) | (10,934) | 24,993 |
Accrued expenses and other liabilities | 13,811 | (3,858) | 10,274 |
Net cash provided by (used in) operating activities | 12,522 | 68,653 | (13,633) |
Cash flows from investing activities: | |||
Proceeds from the sale of equipment | 1,517 | 2,312 | 1,682 |
Purchases of property and equipment | (4,304) | (18,071) | (22,036) |
Proceeds from sale-leaseback transaction | 7,000 | 0 | 0 |
Payments for business acquisitions, net of cash received | 0 | 0 | (19,983) |
Purchase of intangible assets | 0 | 0 | (31) |
Proceeds from the sale of subsidiary, net of subsidiary cash | 37,860 | 0 | 0 |
Net cash provided by (used in) investing activities | 42,073 | (15,759) | (40,368) |
Cash flows from financing activities: | |||
Net proceeds (payments) on line of credit | (6,997) | (799) | 19,799 |
Proceeds from long-term debt | 18,897 | 20,843 | 217,255 |
Principal payments on long-term debt | (63,996) | (69,268) | (255,777) |
Payments of debt issuance costs | (1,623) | (1,394) | 0 |
Principal payments on capital lease obligations | (316) | 0 | 0 |
Taxes paid related to net settlement of shares | (150) | (201) | 0 |
Net proceeds from issuance of convertible Series A Preferred Stock | 24,253 | 0 | 0 |
Payments of offering costs | 0 | 0 | (8,916) |
Issuance of common stock | 0 | 0 | 59,241 |
Distributions to non-controlling interest | (1,580) | (2,847) | (2,279) |
Distributions to members | 0 | 0 | (686) |
Net cash (used in) provided by financing activities | (31,512) | (53,666) | 28,637 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 23,083 | (772) | (25,364) |
Cash, cash equivalents and restricted cash, beginning of period | 6,128 | 6,900 | 32,264 |
Cash, cash equivalents and restricted cash, end of period | 29,211 | 6,128 | 6,900 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the year for interest | 13,331 | 12,044 | 22,842 |
Cash (refunded) paid during the year for taxes | (942) | (1,833) | 3,334 |
Non-cash investing and financing transactions: | |||
Gross proceeds from revolving loan included in line of credit | 118,895 | 134,914 | 0 |
Gross payments on revolving loan included in line of credit | 125,892 | 135,713 | 0 |
Property and equipment reduction due to sale-leaseback | 7,000 | 0 | 0 |
Working capital owed related to sale of subsidiary included in accrued expenses | 6,954 | 0 | 0 |
Deemed and imputed dividends on Series A Preferred Stock | 3,169 | 0 | 0 |
Note receivable for sale of property and equipment | 1,450 | 0 | 0 |
Non-cash Series A Preferred Stock dividends included in accrued expenses | 1,356 | 0 | 0 |
Asset retirement obligation reduction through property and equipment | 279 | 0 | 0 |
Property and equipment additions included in accounts payable and accrued expenses | 205 | 1,245 | 0 |
Taxes paid related to the net settlement of shares included in current liabilities of discontinued operations held for sale | 79 | 0 | 0 |
Equipment purchased with seller-provided financing | $ 0 | $ 1,051 | $ 13,487 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Organization During 2016, Charah, Inc. converted from an S corporation to a limited liability company and changed its name to Charah, LLC, a Delaware limited liability company (“Charah”). In December 2016, Charah became a wholly owned subsidiary of CEP Holdings, Inc. In January 2017, Charah became a wholly-owned subsidiary of Charah Sole Member LLC, which itself is a wholly-owned subsidiary of Charah Management LLC, a Delaware limited liability company (“Charah Management”). Charah Management was a wholly-owned subsidiary of CEP Holdings, Inc. On January 13, 2017, Charah Management completed a transaction with Bernhard Capital Partners Management, LP (“BCP”), a previously unrelated third party, pursuant to which BCP acquired a 76% equity position of Charah Management (“the BCP transaction”). Allied Power Management, LLC, a Delaware limited liability company (“Allied”), was formed and became a wholly-owned subsidiary of Allied Power Holdings, LLC, a Delaware limited liability company (“Allied Power Holdings”), in May 2017. In July 2017, Allied became a wholly-owned subsidiary of Allied Power Sole Member, LLC, which itself is a wholly-owned subsidiary of Allied Power Holdings. Allied Power Holdings was under common control with Charah Management from April 2017 to November 2020. Charah Solutions, Inc. and 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 before the transactions described below other than certain activities related to its initial public offering, which was completed on June 18, 2018 (the “IPO”). Charah Solutions is a holding company, the sole material assets of which consist of membership interests in Charah Management. Through the Company’s ownership of Charah Management, the Company owns the outstanding equity interests in Charah, 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 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 (“CEP Holdings”), 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) to their respective members in accordance with the respective terms of their limited liability company agreements and (iii) Charah Holdings distributed a portion of the shares of common stock it received in clause (i) above to certain direct and indirect blocker entities which ultimately merged into the Company, with the Company surviving, and affiliates of BCP received shares of common stock as consideration in the mergers. Description of Business Operations The Company is a leading national service provider of mission-critical environmental services and byproduct sales to the power generation industry, enabling our customers to address challenges related to the remediation of coal ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. Services offered include a suite of remediation and compliance services, byproduct sales and marketing, fossil services and environmental risk transfer (“ERT”) services. The Company has corporate offices in Kentucky and North Carolina and principally operates in the eastern and mid-central United States. The accompanying consolidated financial statements include the assets, liabilities, stockholders’ equity, members’ equity, and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. For periods before the June 18, 2018 corporate reorganization, the accompanying financial statements are presented on a combined basis. Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an “emerging growth company,” which allows the Company to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company intends to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until the Company is no longer an emerging growth company. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 and our disclosure obligations regarding executive compensation may be reduced. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the IPO, or December 31, 2023. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period. Discontinued Operations On November 19, 2020, the Company sold its Allied subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry to an affiliate of BCP (the “Purchaser”), the Company’s majority shareholder, in an all-cash deal for $40,000 (the “Allied Transaction”), subject to adjustments for working capital and certain other adjustments as set forth in the purchase agreement (the "Purchase Agreement"). Discontinued operations comprise those activities that have been disposed of during the period and represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes. Accordingly, the Consolidated Balance Sheets, Statements of Operations, and the notes to consolidated financial statements reflect the Allied results as discontinued operations for all periods presented. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. The consolidated statements of cash flows includes both continuing and discontinued operations. Refer to Note 3, Discontinued Operations, for further information on the discontinued operations relating to the Allied Transaction. Segment Information T he Company had two reporting units, two operating segments and two reportable segments in 2019, Environmental Solution (“ES”) and Maintenance and Technical Services (“M&TS”), which primarily consisted of the Company’s historical business before the Allied Transaction. The Company determined that it had two reporting units because of the way the reporting units were managed. After the Allied Transaction, the Company realigned our segment reporting into a single operating segment to reflect the suite of end-to-end services we offer our utility partners and how our Chief Operating Decision Maker (“CODM”) reviews consolidated financial information to evaluate results of operations, assess performance and allocate resources. Due to the nature of the Company’s business, the Company's Chief Executive Officer who is also the CODM, evaluates performance of the Company and allocates resources of the Company based on consolidated gross profit, general and administrative expenses, balance sheet, liquidity, capital spending, safety statistics and business development reports for the Company as a whole. Since the Company has a single operating segment, all required financial segment information can be found in the consolidated financial statements. The prior year results in the accompanying consolidated statements of operations were reclassified to conform to this presentation. We provide the following services through our one segment: remediation and compliance services, byproduct sales, fossil services and ERT transfer services. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, by power generation customer initiatives 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. Fossil services consist of recurring and mission-critical coal ash management and operations for coal-fired power generation facilities. ERT services represent an innovative solution designed to meet the evolving and increasingly complex needs of utility customers. These customers need to retire and decommission older or underutilized assets while maximizing the asset's value and improving the environment. Our ERT services manage the sites' environmental remediation requirements, which benefits the communities and lowers the utility customers' cost. Unaudited Pro Forma Income Information Before the corporate reorganization on June 18, 2018, the holding company for Charah was a limited liability company and generally not subject to income taxes. The pro forma adjustment for income tax expense as if the holding company for Charah had been a “C” Corporation for the year ended December 31, 2018 was not material. 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 deferred $1,637 of employer payroll taxes otherwise due in 2020 with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. The CARES Act did not 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 took 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 March 24, 2021, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Management’s Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, in particular estimates of legal reserves, costs to complete contracts in process, contract modifications and unapproved change orders, that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Balance Sheet Classification The Company includes in current assets and liabilities contract assets, contract liabilities and retainage amounts payable, which may extend beyond one year. One year is used as the basis for classifying all other assets and liabilities. Cash The Company maintains cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Restricted Cash We maintain restricted cash in a non-interest bearing escrow account for a specific remediation and compliance project. This cash becomes unrestricted as project milestones are completed in accordance with the project's defined project schedule. As of December 31, 2020, this account held $4,424. As of December 31, 2019, restricted cash consisted of $1,000 related to a non-interest escrow account associated with a non-revolving credit note with a bank. Trade Accounts Receivable, Net Trade accounts receivable, net consist of amounts due from customers. An allowance for doubtful accounts is recorded to the extent it is probable that a portion of a particular account will not be collected. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and the current economic conditions. An allowance for doubtful accounts of $467 and $146 was included in trade accounts receivable, net as of December 31, 2020 and 2019, respectively. Trade accounts receivable balances are considered past due based upon contract or invoice terms and are charged off when deemed uncollectible. The Company does not charge interest on customer accounts and generally does not require collateral on sales and services during the normal course of business. The Company has the right to file liens on the owner’s property with regards to certain construction contracts. Inventory Inventories, mainly comprising ash for resale, are valued using the first-in, first-out (“FIFO”) method. Inventories are stated at the lower of cost or net realizable value. Property and Equipment Property and equipment are stated at cost. Construction-in-progress represents costs incurred on the construction of assets that have not been completed or placed in service as of the end of the year. We evaluate the long lived assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets as follows: Plant, machinery and equipment 2 - 15 years Vehicles 2 - 10 years Office equipment 2 - 10 years Buildings and leasehold improvements 5 - 40 years Capital lease assets 3 - 7 years Repair and maintenance costs are expensed as incurred and expenditures for improvements are capitalized. Structural Fill Sites Cost Basis of Structural Fill Sites, Associated Site Improvement Costs, and Related Asset Retirement Obligation (ARO) Before the January 2017 BCP transaction (see Note 1), the acquisition cost of the structural fill sites was capitalized. As a result of the BCP transaction, the fair value of the site improvements related to the structural fill sites was recognized. The site improvement costs relate to items such as directly related engineering, liner material and installation, leachate collection systems, environmental monitoring equipment, on-site road and rail construction, and other infrastructure costs. Following is a description of our asset retirement activities and our related accounting: • Final capping and closure involve the installation of drainage and compacted soil layers and topsoil over areas where total airspace capacity has been consumed. Asset retirement obligations are recorded on a units-of-consumption basis as airspace is consumed. The liability is based on estimates of the discounted cash flows. • Post closure involves the maintenance and monitoring of the structural fill sites. Generally, we are required to maintain and monitor the structural fill sites for a 30-year period. These maintenance and monitoring costs are recorded as an asset retirement obligation as airspace is consumed over the life of the structural fill sites. Post- closure obligations are recorded over the life of the structural fill sites on a units-of-consumption basis as airspace is consumed, based on estimates of the discounted cash flows associated with performing post-closure activities. We develop our estimates of these obligations using input from our operations personnel. Our estimates are based on our interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Absent quoted market prices, the estimate of fair value is based on the best available information, including the results of present value techniques. We use professional engineering judgment and estimated prices paid for similar work to determine the fair value of these obligations. We are required to recognize these obligations at market prices whether we plan to contract with third parties or perform the work ourselves. In those instances where we perform the work with internal resources, the incremental profit margin realized will be recognized as a component of operating income when the work is completed. Once we have determined the final capping, closure, and post-closure costs, we inflate those costs to the expected time of payment and discount those expected future costs back to present value. During the years ended December 31, 2020, 2019, and 2018, we inflated these costs in current dollars until the expected time of payment using an inflation rate of 3.0%. We discounted these costs to present value using the credit-adjusted, risk-free rate effective at the time an obligation is incurred, consistent with the expected cash flow approach. Any changes in expectations that result in an upward revision to the estimated cash flows are treated as a new liability and discounted at the current rate while downward revisions are discounted at the historical weighted average rate of the recorded obligation. As a result, the credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific to each individual asset retirement obligation. The weighted average rate applicable to our long-term asset retirement obligations at December 31, 2020 and 2019 was approximately 5.25%. We record the estimated fair value of final capping, closure, and post-closure liabilities for our structural fill sites based on the capacity consumed through the current period. Because these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future final capping, closure, and post-closure activities could result in a material change in these liabilities, related assets, and results of operations. We assess the appropriateness of the estimates used to develop our recorded balances annually, or more often if conditions warrant. Changes in inflation rates or the estimated costs, timing, or extent of future final capping, closure, and post-closure activities typically result in both (i) a current adjustment to the recorded liability and structural fill site asset, and (ii) a change in liability and asset amounts to be recorded prospectively over the remaining permitted airspace. Any changes related to the capitalized and future cost of the structural fill assets are then recognized in accordance with our amortization policy, which would generally result in amortization expense being recognized prospectively over the remaining capacity of the permitted airspace. Changes in such estimates associated with airspace that has been fully utilized results in an adjustment to the recorded liability and landfill assets with an immediate corresponding adjustment to landfill airspace amortization expense. Depreciation of Structural Fill Sites and Site Improvements Depreciation for the structural fill sites and site improvements for the years ended December 31, 2020, 2019, and 2018 was $0, $4,190, and $33,956, respectively. The Company commenced closure of our structural fill sites during the year ended December 31, 2019 and closure activities continued through the year ended December 31, 2020. The remaining capacity of the active structural fill site at December 31, 2018 was 5.0 million tons (41%). The depreciable basis of a structural fill site includes amounts previously expended and capitalized and projected asset retirement costs related to final capping, closure, and post-closure activities. The value of the structural fill sites to the Company diminishes in direct correlation to the amount of airspace used for ash deposits. Depreciation is recorded on a units-of-consumption basis, applying expense as a rate per ton. The rate per ton is calculated by dividing the depreciable basis of the structural fill site by the number of tons expected to be placed into the structural fill sites. Our engineers, in consultation with third-party engineering consultants and surveyors, are responsible for determining remaining permitted airspace at our structural fill sites. The remaining permitted airspace is determined by comparing the existing structural fill sites topography to the expected final structural fill sites topography. Once the remaining permitted airspace is determined in cubic yards, an airspace utilization factor (“AUF”) is established to calculate the remaining permitted capacity in tons. The AUF is established using the measured density obtained from previous surveys and is then adjusted to account for current and future expected compaction rates. The initial selection of the AUF is subject to a subsequent multi-level review by our engineering group, and the AUF used is reviewed on a periodic basis and revised as necessary. After determining the costs and remaining permitted capacity at each of our structural fill sites, we determine the per ton rates that will be expensed as ash is received and deposited at the structural fill sites by dividing the costs by the corresponding number of tons. These rates per ton are updated annually, or more often, as significant facts change. It is possible that actual results, including the amount of costs incurred, the timing of final capping, closure, and post-closure activities, or our airspace utilization, could ultimately turn out to be significantly different from our estimates and assumptions. To the extent that such estimates, or related assumptions, prove to be significantly different than actual results, lower profitability may be experienced due to higher depreciation rates or higher expenses; or higher profitability may result if the opposite occurs. Most significantly, if it is determined that expansion capacity should no longer be considered in calculating the recoverability of a structural fill site asset, we may be required to recognize an asset impairment or to incur significantly higher depreciation expense. Equity Method Investment In January 2016, Charah organized a joint venture with VHSC Holdings, LLC, an unrelated third party. Charah has a 50% interest in the joint venture, which is accounted for by the equity method. In January 2021, Charah exited the joint venture. Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Our intangible assets in the Consolidated Balance Sheets as of December 31, 2020 and 2019 include a trade name that is considered to have an indefinite life. Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually or more often if events or changes in circumstances indicate that the fair value of the asset may have decreased below its carrying value. We evaluate the indefinite-lived trade name each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Goodwill is tested at the reporting unit level. We may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value exceeds its carrying value, then the fair value is compared to its carrying value. Fair value is typically estimated using an income approach based on discounted cash flows. However, when appropriate, we may also use a market approach. The income approach is based on the long-term projected future cash flows of the asset and reporting units. We discount the estimated cash flows to present value using a weighted average cost of capital that considers factors such as market assumptions, the timing of the cash flows, and the risks inherent in those cash flows. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting units’ expected long-term performance considering the economic and market conditions that generally affect our business. The market approach estimates fair value by measuring the aggregate market value of publicly traded companies with similar characteristics to our business as a multiple of their reported earnings. We then apply that multiple to the reporting units’ earnings to estimate their fair values. We believe that this approach may also be appropriate in certain circumstances because it provides a fair value estimate using valuation inputs from entities with operations and economic characteristics comparable to our reporting units. Fair value is computed using several factors, including projected future operating results, economic projections, anticipated future cash flows, comparable marketplace data, and the cost of capital. There are inherent uncertainties related to these factors and to our judgment in applying them in our analysis. However, we believe our methodology for estimating the fair value of our reporting units and the trade name is reasonable. If the carrying value exceeds its fair value, the asset is written down to its implied fair value. Definite-Lived Intangible Assets Definite-lived intangible assets include customer relationships, non-compete and other agreements, SCB trade name, and a rail easement. We evaluate the definite-lived intangible assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. These assets are amortized on a straight-line basis over their estimated useful lives as shown in the table below. Definite Lived Intangible Useful Life Customer relationships 10 years Non-compete agreement 2 years SCB trade name 3 years Rail easement 2 years Fair Value Disclosure Long-term debt bears interest at variable rates and book value approximates fair value, and is considered to be level 2 in the fair value hierarchy. The interest rate swap within other liabilities in the Consolidated Balance Sheets at December 31, 2020 and 2019 is considered to be level 2 in the fair value hierarchy. The Company did not have any recurring or non-recurring level 3 fair value measurements as of December 31, 2020 or 2019 other than impairment expense as described in Notes 5 and 8, the measurement of the preferred stock paid-in-kind dividends as described in Note 12 and the application of stock-based compensation accounting as described in Note 15. There have been no transfers between levels of the fair value hierarchy during the years ended December 31, 2020, 2019 and 2018. Debt Issuance Costs Debt issuance costs associated with our various credit agreements are amortized as interest expense over the term of the applicable agreement. Debt issuance costs are presented as a direct deduction from the carrying amount of the related liability. Freight Costs Freight costs charged to customers are included in revenue. Costs incurred by the Company for freight are included in cost of sales. Leases Leases are accounted under Accounting Standards Codification (“ASC”) 840, Leases , and are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. For capital leases, an asset and a corresponding liability are established for the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any executory costs. If the present value of the minimum lease payments exceeds the fair value of the leased property at lease inception, the amount measured initially as the asset and obligation shall be the fair value. The capital lease obligation is amortized over the life of the lease. Income Taxes Charah Solutions is a “C” Corporation under the Internal Revenue Code of 1986, as amended (the “Code”), and, as a result, is subject to U.S. federal, state and local income taxes. In connection with the IPO, predecessor flow-through entities for income tax purposes were contributed to the Company by their owners and became indirect subsidiaries of the Company. Prior to the contribution to the Company and its conversion to a taxable corporation, the predecessor entities passed through their taxable income to their owners for U.S. federal, state, and local income tax purposes, and thus these entities were not subject to such income taxes, except for franchise tax at the state level (at less than 1% of modified pre-tax earnings). Accordingly, the financial data attributable to the predecessor entities before the contribution on June 18, 2018 contains no provision for U.S. federal income taxes or income taxes in any state or locality, other than franchise taxes. As of June 18, 2018, the Company became subject to U.S. federal, state and local income taxes, and as a result of the conversion, and in accordance with ASC 740, Income Taxes , (“ASC 740”) the Company established a beginning net deferred tax liability of $1.5 million and recognized a corresponding amount of income tax expense. Income taxes are accounted for in accordance with ASC 740. Income tax expense, or benefit, is calculated using the asset and liability method under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company assesses its deferred tax assets each quarter to determine whether the assets are more likely than not (probability of more than 50%) realizable under ASC 740. The Company is required to record a valuation allowance for any portion of the tax assets that, based on the assessment, are not more likely than not realizable. The assessment considers, among other things, earnings in prior periods, forecasts of future taxable income, statutory carryforward periods, and tax planning strategies, to the extent feasible. The realization of deferred tax assets depends in large part on the generation of future taxable income during the periods in which the differences become deductible. The value of the deferred tax assets will also depend on applicable income tax rates. Judgment is required in determining the future tax consequences of events that have been recognized in the financial statements. Differences between anticipated and actual outcomes of these future tax consequences could have material impact on the financial statements. Changes in existing tax laws and tax rates also affect actual tax results and the valuation of deferred tax assets over time. Stock/Share-Based Compensation Plans In the year ended December 31, 2017, Charah Management and Allied Power Management each issued certain Series C member interests to employees. Additionally, certain employees of Allied Power Management were granted Series B member interests in both Charah Management and Allied Power Management. The unvested Series C Profits Interests at June 18, 2018 were canceled as a result of the corporate reorganization that occurred upon the closing of the IPO. In connection with the corporate reorganization that occurred upon the closing of the IPO, the Series C Profits Interests were replaced by shares that are subject to time-based vesting conditions, as well as performance vesting conditions. The Company has issued further shares under the Charah Solutions, Inc. 2018 Omnibus Incentive Plan subject to time-based and performance vesting conditions. The Company accounts for its stock/share-based compensation plans as equity-classified plans, in accordance with the fair value recognition provisions of ASC 718, Compensation-Stock Compensation . The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions. These assumptions include estimating (i) the volatility of the common stock price over the expected term, (ii) the expected term, and (iii) expected dividends. Where the vesting of the stock is also based upon performance measures, management determines the likelihood of meeting such measures. Changes in the subjective assumptions can materially affect the estimate of the fair value of stock-based compensation and consequently, the related amounts recognized on the consolidated and Combined Statements of Operations. Stock-based compensation expense is recognized in general and administrative expenses. 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 reporting periods beginning January 1, 2019 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. Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of control of the goods or services to the customer. Contract Combination To determine revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a service that involves multiple inter-related and integrated tasks to achieve the completion of a specific, single project. We allocate the transaction price to each performance obligation for contracts with multiple performance obligation using our best estimate of the stand-alone selling price of each distinct good or service in the contract. Sales and Services Contracts For sales and service contracts where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized at a point in time when services are performed and contractually billable. Certain service contracts contain provisions dictating fluctuating rates per unit for the certain services in which the rates are not directly related to changes in the Company’s effort to perform under the contract. We recognize revenue based on the stand-alone selling price per unit for such contracts, calculated as the average rate per unit over the term of those contractual rates. This creates a contract asset or liability for the difference between the revenue recognized and the amount billed to the customer. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, at periodic intervals ( e.g. , weekly, biweekly or monthly). Construction Contracts We recognize revenue over time, as performance obligations are satisfied, for substantially all of our construction contracts due to the continuous transfer of control to the customer. For most of our construction contracts, the customer contracts with us to provide a service that involves multiple inter-related and integrated tasks to complete a specific, single project and is therefore accounted for as a single performance obligation. We recognize revenue using the cost-to-cost input method, based primarily on contract costs incurred to date compared to total estimated contract costs. This method is the most accurate measure of our contract performance because it depicts the company’s performance in transferring control of goods or services promised to customers according to a reasonable measure of progress toward complete satisfaction of the performance obligation. Contract costs include all direct material, labor and subcontractor costs and indirect costs related to contract performance. The costs incurred that do not relate directly to transferring a service to the customer are excluded from the input method used to recognize revenue. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The payment terms of our construction contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. Variable Consideration It is common for our contracts to contain contract provisions that give rise to variable consideration such as unpriced change orders or volume discounts that may either increase or decrease the transaction price. We estimate the amount of variable consideration at the expected value or most likely amount, depending on which is determined to be more predictive of the amount to which the Company will be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, industry business practices, and any other information (historical, current or forecasted) that is reasonably available to us. Variable consideration associated with unapproved change orders is included in the transaction price only to the extent of costs incurred. We provide limited warranties to customers for work performed under our contracts. Such warranties are not sold separately, assure that the services comply with the agreed-upon specifications and legal requirements and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. Accordingly, these types of warranties are not considered to be separate performance obligations. Historically, warranty claims have not resulted in material costs incurred. Contract Estimates and Modifications Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of our contracts, we routinely review and update our contract-related estimates through a disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimated costs at completion. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and the associated changes in estimates of revenue and costs. Management must make assumptions and estimates regarding the availability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors, and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over-time using the cost-to-cost method. We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified. Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications when the modification results in the promise to deliver additional goods or services that are distinct and the increase in the price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification. We evaluate our contracts whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported on a gross or net basis. We determine the Company to be a principal if we control the specified service before that service is transferred to a customer. Contract Assets and Liabilities Billing practices are governed by each project's contract terms based upon costs incurred, achievement of the milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost-to-cost input method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of billings in excess of revenue recognized as well as deferred revenue. Contract assets also include retainage, which represents amounts withheld by our clients from billings according to provisions in the contracts and may not be paid to us until the completion of specific tasks or the completion of the project and, in some instances, for even longer periods. Our contract asse |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 19, 2020, the Company completed the Allied Transaction through an all-cash deal for $40,000, subject to adjustments for working capital and certain other adjustments as set forth in the Purchase Agreement. The Allied Transaction was approved by a special committee of the Company’s board of directors consisting solely of independent directors, which obtained a fairness opinion in connection with the Allied Transaction. This Allied Transaction has been treated as a sale to an entity under common control with $25,506 recognized as a contribution to equity. The parties made customary representations and warranties and have agreed to customary covenants in the Purchase Agreement. The Company entered into a non-competition and non-solicitation arrangement under the Purchase Agreement with the Purchaser, subject to customary exceptions. In addition, the parties also entered into a Transition Services Agreement pursuant to which the Company will provide Allied and the Purchaser with certain transition assistance services from the date of the Allied Transaction until April 30, 2021 in exchange for payment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Allied Transaction are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. Additionally, the Allied assets and liabilities that were included in the sale are presented as assets and liabilities held for sale in the Consolidated Balance Sheets. The Company received cash proceeds of $37,860, which was net of transaction costs of $1,900 and Allied restricted cash of $240. The Company assumed Allied liabilities of $3,500, recorded a $301 increase to paid-in-capital for the income tax impact related to the Allied Transaction and recognized accruals of $6,954 for working capital adjustments and $413 for other acquisition related charges in accrued expenses in our Consolidated Balance Sheet as of December 31, 2020 that are to be paid in 2021. In February 2021, the Company paid the working capital settlement to the Purchaser. The Company derecognized the following assets and liabilities through this Allied Transaction: Restricted cash $ 240 Trade accounts receivable, net 25,752 Prepaid expenses and other current assets 1,453 Property and equipment, net 1,112 Goodwill (a) 12,020 Accounts payable (8,681) Accrued liabilities (26,367) Carrying value of Allied $ 5,529 (a) Goodwill was allocated to discontinued operations on a relative fair value basis. The assets and liabilities of Allied have been reflected as assets and liabilities of discontinued operations held for sale in the Consolidated Balance Sheet as of December 31, 2019. The assets and liabilities were as follows: December 31, 2019 Current assets: Cash $ 1 Restricted cash 215 Trade accounts receivable, net 13,244 Prepaid expenses and other current assets 1,470 Total current assets 14,930 Property and equipment, net 1,796 Goodwill (a) 12,020 Total assets $ 28,746 Current liabilities: Accounts payable 7,992 Accrued liabilities 19,694 Total current liabilities $ 27,686 (a) Goodwill was allocated to discontinued operations on a relative fair value basis. The following amounts related to discontinued operation were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in our Consolidated & Combined Statements of Operations: Year Ended December 31, 2020 2019 2018 Revenue $ 314,251 $ 310,207 $ 339,575 Cost of sales 295,423 291,106 322,888 Gross profit 18,828 19,101 16,687 General and administrative expenses 7,106 9,785 41,460 Operating income (loss) 11,722 9,316 (24,773) Interest expense, net (b) (2,745) (2,211) (1,944) Income (loss) from discontinued operations before income taxes 8,977 7,105 (26,717) Income tax expense (benefit) 94 — (6,449) Income (loss) from discontinued operations $ 8,883 $ 7,105 $ (20,268) (b) Interest expense was allocated to discontinued operations due to the requirement in Amendment No. 4 to Credit Agreement that cash generated from the Allied Transaction was used to reduce our debt balances. The following table provides supplemental cash, cash equivalent and restricted cash information related to discontinued operations: Year Ended December 31, 2020 2019 2018 Cash and cash equivalents: Cash, cash equivalents and restricted cash - continuing operations $ 29,211 $ 5,912 $ 560 Cash, cash equivalents and restricted cash - discontinued operations — 216 6,340 Total cash and cash equivalents $ 29,211 $ 6,128 $ 6,900 The depreciation and amortization, capital expenditures and significant operating noncash items of Allied were as follows: Year Ended December 31, 2020 2019 2018 Cash flows from discontinued operating activities: Depreciation and amortization $ 755 $ 591 $ 76 Loss on disposal of fixed assets 22 — — Non-cash shared-based compensation 145 99 2,656 Cash flows from discontinued investing activities: Purchase of property and equipment $ 93 $ 1,412 $ 970 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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. Year Ended December 31, 2020 2019 2018 Product sales $ 84,625 $ 97,814 $ 80,851 Construction contracts 80,805 80,968 255,410 Services 66,947 65,879 64,626 Total revenue $ 232,377 $ 244,661 $ 400,887 Year Ended December 31, 2020 2019 2018 United States $ 231,032 $ 244,661 $ 400,887 Foreign 1,345 — — Total revenue $ 232,377 $ 244,661 $ 400,887 On December 31, 2020, we had $140,240 of the transaction price allocated to remaining performance obligations. We expect to recognize approximately 49% of our remaining performance obligations as revenue during 2021, 17% in 2022, 10% in 2023 and 23% 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 December 31, 2020. As of December 31, 2020, there were $193 in an unapproved change order associated with project scope changes included in determining the profit or loss on certain construction contracts. This change order was approved subsequent to year end. Our contract assets are as follows: December 31, 2020 2019 Costs and estimated earnings in excess of billings $ 12,196 $ 19,256 Retainage 6,133 1,385 Total contract assets $ 18,329 $ 20,641 The decrease in contract assets in 2020 was primarily attributable to an increase in billings associated with projects that are nearing completion partially offset by an increase in retainage from those billings. Our contract liabilities are as follows: December 31, 2020 2019 Deferred revenue $ 128 $ 505 Billings in excess of costs and estimated earnings 6,167 77 Total contract liabilities $ 6,295 $ 582 The increase in contract liabilities in 2020 was primarily due to an increase in billings in excess of costs and estimated earnings associated with a specific remediation and compliance project. We recognized revenue of $582 for the year ended December 31, 2020 that was previously included in the contract liability balance at December 31, 2019. The following table sets forth the costs and estimated earnings on uncompleted contracts as of: December 31, 2020 2019 Costs incurred on uncompleted contracts $ 123,339 $ 65,343 Estimated earnings 18,425 9,618 Total costs and earnings 141,764 74,961 Less billings to date (135,735) (55,782) Costs and estimated earnings in excess of billings $ 6,029 $ 19,179 The net balance in process is classified on the Consolidated Balance Sheets as of: December 31, 2020 2019 Costs and estimated earnings in excess of billings $ 12,196 $ 19,256 Billings in excess of costs and estimated earnings (6,167) (77) Net balance in process $ 6,029 $ 19,179 |
Balance Sheet Items
Balance Sheet Items | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Items | Balance Sheet Items Allowance for doubtful accounts The following table presents the changes in the allowance for doubtful accounts: December 31, 2020 2019 Balance, beginning of period $ 146 $ — Add: provision 354 146 Less: deductions and other adjustments (33) — Balance, end of period $ 467 $ 146 Property and equipment, net The following table shows the components of property and equipment, net: December 31, 2020 2019 Plant, machinery and equipment $ 68,308 $ 75,284 Structural fill site improvements 55,760 55,760 Vehicles 12,824 19,163 Office equipment 582 570 Buildings and leasehold improvements 262 262 Structural fill sites 432 7,110 Capital lease assets 6,627 — Construction in progress 1,961 12,324 Total property and equipment $ 146,756 $ 170,473 Less: accumulated depreciation (97,286) (86,975) Property and equipment, net $ 49,470 $ 83,498 Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $17,659, $17,353, and $49,155, respectively. During the fourth quarter of the year ended December 31, 2019, the Company re-assessed the useful life estimates of certain assets adjusted to fair value through the application of "push-down" accounting in conjunction with the transaction on January 13, 2017 in which BCP acquired a 76% equity position in Charah Management. These assets are depreciated through cost of sales. The Company accounted for this as a change in estimate that was applied prospectively, effective as of October 1, 2019. This change in depreciable lives resulted in a decrease in the useful lives for these assets and an increase of $941 in depreciation expense during the year ended December 31, 2019. Impairment of Long-Lived Assets Other than Goodwill and Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including inventory and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2020, as a result of the expiration of the option as discussed below, the Company determined that a triggering event had occurred that indicated that the asset group may not be recoverable as the option expiration led to a significant adverse change in the manner in which the long-lived asset was being used. The Company evaluated the recoverability of the structural fill site assets to be held and used by comparing the carrying amount of the asset group to the future net undiscounted cash flows expected to be generated to determine if the carrying value is not recoverable. The recoverability test indicated that these assets were not recoverable. The fair value of the assets was determined using an income approach of the discounted cash flows expected from the assets and compared to the assets' carrying value, which indicated that the assets were impaired and resulted in an impairment charge. The Company recognized an impairment charge of $6,399. The long-lived assets impaired during the year ended December 31, 2020, had a remaining fair value of $711 before the asset retirement obligation reassessment discussed below. During the year ended December 31, 2020, as a result of a significant adverse change in the manner in which the long-lived assets were being used, the Company determined that certain grinding technology related equipment and construction in progress assets were no longer viable as certain performance sales levels would not be achieved. We concluded that a triggering event had occurred that indicated that the asset group may not be recoverable. The fair value of the assets was determined through a market approach using the net realizable value of the assets, which indicated that the assets were impaired and resulted in an impairment charge. The Company recognized an impairment charge of $9,150. The long-lived assets impaired during the year ended December 31, 2020, had a remaining fair value of $1,961. In connection with the impairment of certain grinding technology equipment and construction in progress assets, the Company determined that certain slow-moving inventory stored at two locations would no longer be used to create finished goods through the use of the previously mentioned technology related equipment and would be sold to external parties. We concluded that a triggering event had occurred that the inventory value may not be recoverable. The fair value was determined through a market approach using the net realizable value of the inventory, which indicated that the assets were impaired and resulted in an impairment charge. The Company recognized an impairment charge of $2,757, which was recorded in cost of sales in the Consolidated and Combined Statement of Operations. The inventory impaired during the year ended December 31, 2020, had a remaining fair value of $1,090. Purchase Option Liability In the January 2017 BCP transaction, Charah recorded the fair value of a bargain purchase liability for an option held by a customer and a third party for the structural fill sites. The purchase option liability is calculated as the difference between the estimated fair value of the structural fill sites at the date of the BCP transactions (see Note 1) and the option price to be paid by the customer or third party. The purchase options are exercisable after completion of work at the structural fill sites. The bargain purchase option is amortized over the structural fill sites’ estimated useful lives. The options expired without exercise in August 2020, and the remaining purchase option liability was reduced through amortization expense within general and administrative expenses in our Consolidated and Combined Statement of Operations. The following table reflects activity related to the bargain purchase liability: December 31, 2020 2019 Balance, beginning of period $ 7,110 $ 10,017 Amortization expense (7,110) (2,907) Balance, end of period $ — $ 7,110 Accrued liabilities The following table shows the components of accrued liabilities: December 31, 2020 2019 Accrued expenses $ 19,323 $ 12,280 Accrued working capital adjustment for the Allied Transaction 6,954 — Accrued payroll and bonuses 7,227 1,755 Accrued preferred stock dividends 1,356 — Accrued interest 77 1,761 Accrued liabilities $ 34,937 $ 15,796 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 December 31, 2020 and 2019, the Company has accrued $5,159 and $15,131, respectively, for the asset retirement obligation. The following table reflects the activity for the asset retirement obligation: December 31, 2020 2019 Balance, beginning of period $ 15,131 $ 26,065 Liabilities incurred — 1,017 Liabilities settled (8,413) (13,391) Accretion 568 1,126 Revision in estimate (2,127) 314 Balance, end of period 5,159 15,131 Less: current portion (2,043) (9,944) Non-current portion $ 3,116 $ 5,187 After the expiration of the option and the impairment of the structural fill site assets in August 2020 as discussed above, the Company performed a review of the asset retirement obligation to determine if there had been changes in the estimated amount or timing of cash flows. The Company identified a downward adjustment of $2,127 primarily due to the refinement of cost information associated with project bonding and insurance and the decrease in actual closure costs incurred since the site has ceased operations. The Company views the asset retirement obligation and the related structural fill site asset as a single asset so we first recorded a reduction of $279 to the carrying value of the asset and then recorded the excess balance of $1,848 as a reduction to cost of sales in the Consolidated and Combined Statement of Operations. Contingent payments for acquisitions The following table presents the changes in the contingent payments for acquisitions: December 31, 2020 2019 Balance, beginning of period $ 11,481 $ 11,214 Add: interest accreted on contingent payments for acquisition 171 267 Less: gain on change in contingent payment liability (9,702) — Balance, end of period $ 1,950 $ 11,481 On March 30, 2018, Charah Management completed a transaction with SCB Materials International, Inc. and affiliated entities (“SCB”), a previously unrelated third party, pursuant to which Charah Solutions acquired certain assets and liabilities of SCB for a purchase price of $35,000, with $20,000 paid at closing and $15,000 to be paid over time in conjunction with certain performance metrics. The contract also contained various mechanisms for a working capital true-up. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations , (“ASC 805”) with the allocation of the purchase price for the acquisition finalized as of March 31, 2019 with the recognized goodwill allocated to the Consolidated Balance Sheets. In November 2018, the $15,000 to be paid over time was reduced by $3,300. As previously discussed and as further discussed in Note 8, during the year ended December 31, 2020, the Company evaluated the recoverability of certain grinding technology assets. As part of that review, we assessed the likelihood of paying the contingent liability based on achieving certain performance sales levels using these technology assets. The Company concluded that certain sales levels would not be achieved and we reduced the corresponding liability by $9,702 and this reduction was recognized as a component of operating (loss) income in the Consolidated and Combined Statement of Operations. As of December 31, 2020, the remaining liability balance of $1,950 is expected to be paid in 2022 and beyond. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments The Company has an investment in a company that provides ash management and remarketing services to the electric utility industry. The Company accounts for its investment under the equity method of accounting because we have significant influence over the financial and operating policies of the company. The Company had a receivable due from the equity method investment of $182 and $96 at December 31, 2020 and 2019, respectively. In December 2020, the Company informed our joint venture partner of our decision to exit the joint venture due to unfavorable economic conditions associated with a new contract that would adversely impact the future earnings capacity of our investment. As a result, the Company determined it was unlikely that it would recover the full carrying amount of the investments and recognized an impairment charge of $3,800. In 2021, the joint venture sold its property and equipment at an amount exceeding carrying value and continues to settle its remaining current assets and liabilities through the normal course of business. The following table sets forth the summarized balance sheet information of our equity method investment entity as of: December 31, 2020 2019 Current assets $ 1,812 $ 2,482 Noncurrent assets 282 395 Total assets $ 2,094 $ 2,877 Current liabilities 432 321 Equity of Charah 831 5,078 Equity of joint venture partner 831 (2,522) Total liabilities and members’ equity $ 2,094 $ 2,877 Summarized financial performance of our equity method investment entity is as follows: Year Ended December 31, 2020 2019 2018 Operating Data Revenue $ 6,012 $ 9,354 $ 11,076 Net income $ 2,569 $ 4,590 $ 4,813 The Company’s share of net income $ 1,284 $ 2,295 $ 2,407 The following table reflects our proportional ownership activity in our investment account: Year Ended December 31, 2020 2019 2018 Opening balance $ 5,078 $ 5,060 $ 5,006 Distributions (1,731) (2,277) (2,353) Share of net income 1,284 2,295 2,407 Impairment (3,800) — — Closing balance $ 831 $ 5,078 $ 5,060 |
Distributions to Stockholders,
Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions | Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions Before the Company’s June 18, 2018 corporate reorganization, the Company made distributions of $686 to stockholders and members to cover their tax liabilities. As of December 31, 2020 and 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 $288, $184, $0, during the years ended December 31, 2020, 2019, and 2018. The Company had no receivables outstanding from ATC at December 31, 2020 and 2019. The Company had payables and accrued expenses, net of credit memos, due to ATC of $29 and $62 at December 31, 2020 and 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, $1,565, and $19,401 during the years ended December 31, 2020, 2019, and 2018. The Company had no receivables outstanding from B&R at December 31, 2020 and 2019. The Company had payables and accrued liabilities, net of credit memos, due to B&R of $0 and $254 at December 31, 2020 and 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 of $0, $391, and $459 was incurred during the years ended December 31, 2020, 2019, and 2018, respectively. The Company had no receivables outstanding from Price Real Estate at December 31, 2020 and 2019. The Company had a payable due to Price Real Estate of $0 and $2 at December 31, 2020 and 2019, respectively. PriceFlight, LLC (“PriceFlight”), an entity owned by a stockholder of the Company, previously provided flight services to the Company. Expenses to PriceFlight for flight services amounted to $0, $85, and $1,208 during the years ended December 31, 2020, 2019, and 2018, 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 3, in November 2020, the Company sold its Allied subsidiary to an affiliate of BCP. As further discussed in Note 12, in March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26,000 shares of Preferred Stock. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually or more often if events or changes in circumstances indicate that the fair value of the asset may have decreased below its carrying value. We perform our impairment test effective October 1st of each year and evaluate for impairment indicators between annual impairment tests. Goodwill The Company performed quantitative assessments of its ES and M&TS reporting units as of October 1, 2020. The ES and M&TS reporting units' fair values, as calculated, were approximately 15.1% and 7.2%, respectively, greater than their book values as of October 1, 2020. As previously discussed in Note 3, we allocated $12,020 of goodwill to discontinued operations on a relative fair value basis. After the Allied Transaction, we concluded that the Company has two components: (i) sales and operations, and (ii) construction. Each component constitutes a business as defined by ASC 805, has discrete financial information and segment management reviews the operating results during monthly meetings. Based on a review of the relevant qualitative and quantitative factors, we concluded that these components were aggregated to be a single reporting unit as they were deemed to have similar economic characteristics. The Company performed a quantitative assessment of its single reporting unit's fair value immediately following the completion of the Allied Transaction and the reporting unit's fair value was approximately 7.3% greater than the book value as of November 30, 2020. As of December 31, 2020 and 2019, goodwill was $62,193. The valuation used to test goodwill for impairment depends on several 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. The most significant assumptions utilized in determining the Company's estimated fair value 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 affected 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, 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 75-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 +75 bps Discount Rate -75 bps Growth Rate Estimated fair value impacts 9.3 % 9.2 % Indefinite-Lived Intangible Asset Our intangible assets, net include a trade name that is considered to have an indefinite life. The Charah trade name fair value is based upon the income approach, primarily utilizing the relief-from-royalty methodology. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. An impairment loss is recognized when the estimated fair value of the intangible asset is less than the carrying value. Fair value calculation requires significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. Variations in economic conditions or a change in general consumer demands, operating results estimates or the application of alternative assumptions could produce significantly different results. During the year ended December 31, 2020, we recorded an impairment of our Charah trade name intangible asset of $21,014. As part of the October 1, 2020 annual impairment test, we identified a decrease in the royalty rate used in the valuation that was primarily attributable to the recent performance of the Company. Definite-Lived Intangible Assets Definite-lived intangible assets included customer relationships, technology, non-compete and other agreements, SCB trade name, and a rail easement. Amortization expense of def inite-lived intangible assets was $8,582, $8,400, and $8,304 for the years ended December 31, 2020, 2019, and 2018, respectively. Long-lived assets, including definite-lived intangible assets are reviewed for impairment whenever certain triggering events may indicate impairment. During the year ended December 31, 2020, as discussed in Note 5, the Company determined that certain technology- related equipment and construction in progress assets were no longer viable and recognized an impairment charge associated with those assets. As a result of this impairment, we concluded that a triggering event had occurred that indicated that the technology intangible asset group may not be recoverable. We determined that the technology intangible asset had no value since we will no longer be attempting to use the technology in construction equipment. The Company recognized an impairment charge of $1,452. The Company’s intangible assets consist of the following as of: December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Definite-lived intangibles Customer relationships $ 78,942 $ (30,832) $ 48,110 $ 78,942 $ (22,938) $ 56,004 Technology 2,003 (2,003) — 2,003 (351) 1,652 Non-compete and other agreements 289 (289) — 289 (253) 36 SCB trade name 694 (694) — 694 (243) 451 Rail easement 110 (110) — 110 (110) — Total $ 82,038 $ (33,928) $ 48,110 $ 82,038 $ (23,895) $ 58,143 Indefinite-lived intangibles Charah trade name 34,330 21,014 13,316 34,330 — 34,330 Total $ 61,426 $ 92,473 As of December 31, 2020, the total estimated amortization expense of the Company’s definite-lived intangible assets for each of the next five years and thereafter is as follows: For the Year Ending December 31, 2021 $ 7,894 2022 7,894 2023 7,894 2024 7,894 2025 7,894 Thereafter 8,640 Total $ 48,110 |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, 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 expires in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”). After the Fourth Amendment, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility will mature in July 2022 as discussed more fully below. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Various margins are added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees are payable regarding the Credit Facility and include (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by substantially all of the assets of the Company. The Credit Facility contains various customary representations and warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries' business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility) that have been modified as described below. The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivering financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Credit Facility includes customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control. The Revolving Loan provides a principal amount of up to $50,000, reduced by outstanding letters of credit. As of December 31, 2020, $12,003 was outstanding on the Revolving Loan and $11,079 in letters of credit were outstanding. But for Amendment No. 2 to Credit Agreement and Waiver (the “Second Amendment”), as of June 30, 2019, we would not have complied with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00 under the Credit Facility. On August 13, 2019, we entered into the Second Amendment, under which, among other things, the required lenders agreed to waive such non-compliance. Also, according to the terms of the Second Amendment, the Credit Facility was amended to revise the required financial covenant ratios, which have been modified as described below. As consideration for these accommodations, we agreed that amounts borrowed under the Delayed Draw Commitment would not exceed $15,000 at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). Further, the margin of interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Second Amendment also added a requirement to make 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 the Company to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment and this fee was paid on August 16, 2020. The Second Amendment also included revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, make investments and 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 required lenders' consent. In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”). Under the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40,000 prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we were not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we were required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter. In the event that we were unable to comply in the future with such financial covenants upon delivery of our financial statements 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 under the Delayed Draw Commitment from $15,000 to $25,000, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amount of indebtedness that the Company may incur regarding certain capitalized leases from $50,000 to $75,000. Under the Third Amendment, the Company has agreed to make monthly amortization payments in respect of term loans beginning in April 2020, and move the maturity date for all loans under the Credit Agreement to July 31, 2022 (the “Maturity Date”). Also, if at any time after August 13, 2019, the outstanding principal amount of the Delayed Draw Term Loans exceeds $10,000, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10,000 payable at March 31, 2020 and the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company over $10,000, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity and general corporate purposes. The Company has also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan compounded monthly and paid in kind by adding such portion to the outstanding principal amount. 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 Agreement, immediately before the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019 and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We were also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Agreement, immediately before the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, we will also pay an additional fee with respect to the Third Amendment in the amount of $2,000, with such fee being due and payable on the Maturity Date. In November 2020, the Company entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”). Under the terms of the Fourth Amendment, the Credit Facility was amended to revise the required financial covenant ratios such that, after giving effect to the Fourth Amendment, for the periods ending December 31, 2020 through March 30, 2021, we will be required to comply with a maximum consolidated leverage of 5.50 to 1.00, decreasing to 4.80 to 1.00 for the periods ended March 31, 2021 through September 29, 2021, to 4.50 to 1.00 for the periods ending September 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Fourth Amendment, we will also be required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of March 31, 2021, increasing to 1.20 to 1.00 as of June 30, 2021 and thereafter. Our ability to comply with such financial covenants depends on the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by the effects of COVID-19 or other unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the one-year period following the issuance of these financial statements. Those financial forecasts are highly dependent upon the demand for our byproduct sales, timing in new contract awards and completion of existing work. The current pandemic is making it more difficult to forecast future results, and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us not to comply with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent are not considered in the Company’s control. If we are unable to comply in the future with such financial covenants upon delivery of our financial statements according to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred. The Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company. In accordance with ASC 470, Debt , the Company calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Third Amendment and concluded that the original and new debt instruments were substantially different, necessitating that the Third Amendment be accounted for as an extinguishment. The Company capitalized third-party fees of $1,623 that will be amortized prospectively through interest expense, net in the Consolidated and Combined 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 December 31, 2020 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 $2,162 as of December 31, 2020. $ 2,871 $ 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 $7,745 as of December 31, 2020. 8,446 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 $2,976 as of December 31, 2020. 3,490 4,333 Various equipment notes entered in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August and September 2025. The notes are secured by equipment with a net book value of $2,237 as of December 31, 2020. 2,011 — In June 2018, the Company entered into a $12,000 convertible non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019 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 was repaid in November, 2020. — 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 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, maturing in February and March 2021. 453 — 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 $4,333 as of December 31, 2020. 5,791 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 $1,280 monthly from January 2021 through December 2021, and $1,500 monthly thereafter. The Delayed Draw Term Loan was repaid in November 2020 with proceeds from the Allied Transaction. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants. 125,239 152,188 Total 148,301 189,012 Less debt issuance costs (1,024) (3,441) 147,277 185,571 Less current maturities (22,308) (34,873) Notes payable due after one year $ 124,969 $ 150,698 Future maturities of notes payable at December 31 are as follows: For the Year Ending December 31, 2021 $ 22,308 2022 116,711 2023 5,648 2024 2,927 2025 707 Thereafter — Total $ 148,301 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Credit Agreement On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, 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 expires in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”). After the Fourth Amendment, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility will mature in July 2022 as discussed more fully below. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Various margins are added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees are payable regarding the Credit Facility and include (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by substantially all of the assets of the Company. The Credit Facility contains various customary representations and warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries' business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility) that have been modified as described below. The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivering financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Credit Facility includes customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control. The Revolving Loan provides a principal amount of up to $50,000, reduced by outstanding letters of credit. As of December 31, 2020, $12,003 was outstanding on the Revolving Loan and $11,079 in letters of credit were outstanding. But for Amendment No. 2 to Credit Agreement and Waiver (the “Second Amendment”), as of June 30, 2019, we would not have complied with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00 under the Credit Facility. On August 13, 2019, we entered into the Second Amendment, under which, among other things, the required lenders agreed to waive such non-compliance. Also, according to the terms of the Second Amendment, the Credit Facility was amended to revise the required financial covenant ratios, which have been modified as described below. As consideration for these accommodations, we agreed that amounts borrowed under the Delayed Draw Commitment would not exceed $15,000 at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). Further, the margin of interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Second Amendment also added a requirement to make 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 the Company to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment and this fee was paid on August 16, 2020. The Second Amendment also included revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, make investments and 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 required lenders' consent. In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”). Under the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40,000 prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we were not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we were required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter. In the event that we were unable to comply in the future with such financial covenants upon delivery of our financial statements 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 under the Delayed Draw Commitment from $15,000 to $25,000, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amount of indebtedness that the Company may incur regarding certain capitalized leases from $50,000 to $75,000. Under the Third Amendment, the Company has agreed to make monthly amortization payments in respect of term loans beginning in April 2020, and move the maturity date for all loans under the Credit Agreement to July 31, 2022 (the “Maturity Date”). Also, if at any time after August 13, 2019, the outstanding principal amount of the Delayed Draw Term Loans exceeds $10,000, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10,000 payable at March 31, 2020 and the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company over $10,000, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity and general corporate purposes. The Company has also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan compounded monthly and paid in kind by adding such portion to the outstanding principal amount. 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 Agreement, immediately before the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019 and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We were also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Agreement, immediately before the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, we will also pay an additional fee with respect to the Third Amendment in the amount of $2,000, with such fee being due and payable on the Maturity Date. In November 2020, the Company entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”). Under the terms of the Fourth Amendment, the Credit Facility was amended to revise the required financial covenant ratios such that, after giving effect to the Fourth Amendment, for the periods ending December 31, 2020 through March 30, 2021, we will be required to comply with a maximum consolidated leverage of 5.50 to 1.00, decreasing to 4.80 to 1.00 for the periods ended March 31, 2021 through September 29, 2021, to 4.50 to 1.00 for the periods ending September 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Fourth Amendment, we will also be required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of March 31, 2021, increasing to 1.20 to 1.00 as of June 30, 2021 and thereafter. Our ability to comply with such financial covenants depends on the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by the effects of COVID-19 or other unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the one-year period following the issuance of these financial statements. Those financial forecasts are highly dependent upon the demand for our byproduct sales, timing in new contract awards and completion of existing work. The current pandemic is making it more difficult to forecast future results, and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us not to comply with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent are not considered in the Company’s control. If we are unable to comply in the future with such financial covenants upon delivery of our financial statements according to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred. The Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company. In accordance with ASC 470, Debt , the Company calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Third Amendment and concluded that the original and new debt instruments were substantially different, necessitating that the Third Amendment be accounted for as an extinguishment. The Company capitalized third-party fees of $1,623 that will be amortized prospectively through interest expense, net in the Consolidated and Combined 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 December 31, 2020 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 $2,162 as of December 31, 2020. $ 2,871 $ 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 $7,745 as of December 31, 2020. 8,446 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 $2,976 as of December 31, 2020. 3,490 4,333 Various equipment notes entered in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August and September 2025. The notes are secured by equipment with a net book value of $2,237 as of December 31, 2020. 2,011 — In June 2018, the Company entered into a $12,000 convertible non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019 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 was repaid in November, 2020. — 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 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, maturing in February and March 2021. 453 — 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 $4,333 as of December 31, 2020. 5,791 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 $1,280 monthly from January 2021 through December 2021, and $1,500 monthly thereafter. The Delayed Draw Term Loan was repaid in November 2020 with proceeds from the Allied Transaction. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants. 125,239 152,188 Total 148,301 189,012 Less debt issuance costs (1,024) (3,441) 147,277 185,571 Less current maturities (22,308) (34,873) Notes payable due after one year $ 124,969 $ 150,698 Future maturities of notes payable at December 31 are as follows: For the Year Ending December 31, 2021 $ 22,308 2022 116,711 2023 5,648 2024 2,927 2025 707 Thereafter — Total $ 148,301 |
Sale-leaseback Transaction
Sale-leaseback Transaction | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Sale-leaseback Transaction | Sale-leaseback Transaction In November 2020, we entered into a sale-leaseback transaction whereby we sold and leased back plant, machinery and equipment and vehicles. The transaction met the requirements of a sale in accordance with ASC 606 and the lease is classified as a capital lease. Proceeds from the sale were $7,000 and the cost and related accumulated depreciation of the plant, machinery and equipment and vehicles of $9,841 and $3,302, respectively were removed from the Consolidated Balance Sheet at the time of the sale. The $461 gain realized on the sale and $88 in loan origination fees incurred at the time of the sale were included in the capital lease asset that will be depreciated over the life of the lease or three years. The lease obligation of $2,199 and $4,485 has been recorded within current and long-term liabilities, respectively, in the Consolidated Balance Sheet as of December 31, 2020. The proceeds from the sale were recorded within investing activities in the Consolidated and Combined Cash Flow Statements. The Company's depreciation of capital lease assets is included with depreciation expense disclosed in Note 5, Balance Sheet Items. The following table shows the components of capital lease assets, net: December 31, 2020 2019 Capital lease assets $ 6,627 $ — Less: accumulated depreciation (368) — Capital lease assets, net $ 6,259 $ — Future minimum lease payments are as follows: For the Year Ending December 31, 2021 $ 2,594 2022 2,594 2023 2,197 7,385 Amount representing interest 701 Present value of lease payments $ 6,684 |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine EquityAs 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 December 31, 2020, the Company had accrued dividends of $906 associated with the Preferred Stock, which was recorded at a fair value of $1,356 using unobservable information for similar items and is classified as a level 3 fair value measurement. Dividend Rights The Preferred Stock ranks senior to the Company’s common stock, with respect to dividend rights and rights on the distribution of assets in any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock had an initial liquidation preference of $1 (one thousand dollars) per share. The holders of the Preferred Stock are entitled to a cumulative dividend paid in cash at the rate of 10.0% per annum, payable on a quarterly basis. If we do not declare and pay a dividend to the holders of the Preferred Stock, the dividend rate will increase to 13.0% per annum and the dividends are paid-in-kind by adding such amount to the liquidation preference. The Company’s intention is to pay dividends in-kind for the foreseeable future. The dividend rate will increase to 16.0% per annum upon the occurrence and during the continuance of an event of default. As of December 31, 2020, the liquidation preference of the Preferred Stock was $28,783. Conversion Features The Preferred Stock is convertible at the option of the holders at any time on and subsequent to the three-month anniversary of the date of issuance into shares of common stock at a conversion price of $2.77 per share (the “Conversion Price”), which represents a 30% premium to the 20-day volume-weighted average price ended March 4, 2020. As of December 31, 2020, the maximum number of common shares that could be required to be issued if converted is 10,391 (ten million, three hundred ninety one thousand). The conversion rate is subject to the following customary anti-dilution and other adjustments: • the issuance of common stock as a dividend or the subdivision, combination, or reclassification of common stock into a greater or lesser number of shares of common stock; • the dividend, distribution or other issuance of rights, options or warrants to holders of common stock entitling them to subscribe for or purchase shares of common stock at a price per share that is less than the market value for such issuance; • the issuance of a dividend or similar distribution in-kind, which can include shares of any class of capital stock, evidences of the Company’s indebtedness, assets or other property or securities, to holders of common stock; • a transaction in which a subsidiary of the Company ceases to be a subsidiary of the Company as a result of the distribution of the equity interests of the subsidiary to the holders of the Company’s common stock; and • the payment of a cash dividend to the holders of common stock. On or subsequent to the three-year anniversary of the date of issuance, if the holders have not elected to convert all their shares of Preferred Stock, the Company may give 30 days’ notice to the holders giving the holders the option to choose, in their sole discretion, to have all outstanding shares of Preferred Stock converted into shares of common stock or redeemed in cash at the then applicable Redemption Price (as defined below). The Company may not issue this conversion notice unless (i) the average volume-weighted average price per share of the Company’s common stock during each of the 20 consecutive trading days before the conversion is greater than 120% of the conversion price; (ii) the Company’s common stock is listed on a national securities exchange; (iii) a registration statement for the re-sale of the common stock is then effective; and (iv) the Company is not then in possession of material non-public information as determined by Regulation FD promulgated under the Exchange Act. The Preferred Stock and the associated dividends during the year ended December 31, 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 at the dividend dates. The Company will determine and, if required, measure a BCF based on the fair value of our stock price on the date dividends are declared for each subsequent dividend. If a BCF is recognized, a reduction to paid-in capital and the Preferred Stock will be recorded, and then subsequently accreted through the first redemption date. Additionally, the Company determined that the nature of the Preferred Stock was more akin to an equity instrument and that the economic characteristics and risks of the embedded conversion options were clearly and closely related to the Preferred Stock. As such, the conversion options were not required to be bifurcated from the host under ASC 815, Derivatives and Hedging . Redemption Rights If the Company undergoes certain change of control transactions, the Company will be required to immediately make an offer to repurchase all of the then-outstanding shares of Preferred Stock for cash consideration per share equal to the greater of (i) 100% of the Liquidation Preference, plus accrued and unpaid dividends, if any, plus, if applicable for a transaction occurring before the third anniversary of the closing, a make-whole premium determined pursuant to a calculation of the present value of the dividends that would have accrued through such anniversary, discounted at a rate equal to the applicable treasury rate plus 0.50% (the “Make-Whole Premium”); provided that if the transaction occurs before the first anniversary of the closing, the Make-Whole Premium shall be no greater than $4,000 and (ii) the closing sale price of the common stock on the date of such redemption multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock. On or subsequent to the three-year anniversary of the issuance of the Preferred Stock, the Company may redeem the Preferred Stock, in whole or in part, for an amount in cash equal to the greater of (i) the closing sale price of the common stock on the date the Company delivers such notice multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock and (ii) (x) if the redemption occurs before the fourth anniversary of the date of the closing, 103% of the Liquidation Preference, plus accrued and unpaid dividends, or (y) if the redemption occurs on or after the fourth anniversary of the date of the closing, the Liquidation Preference plus accrued and unpaid dividends (the foregoing clauses (i) or (ii), as applicable, the “Redemption Price”). On or subsequent to the seven-year anniversary of the date of issuance, the holders have the right, subject to applicable law, to require the Company to redeem the Preferred Stock, in whole or in part, into cash consideration equal to the liquidation preference, plus all accrued and unpaid dividends, from any source of funds legally available for such purpose. Since the redemption of the Preferred Stock is contingently or optionally redeemable, and therefore not certain to occur, the Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity . As the Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within our control, we have classified the Preferred Stock in mezzanine equity in the accompanying 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 before the liquidation event. The Make-Whole Premium is removed from the calculation for a liquidation event occurring subsequent to the third anniversary of the issuance date. Voting Rights The holders of the Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis in addition to voting as a separate class as provided by applicable Delaware law and the Company’s organizational documents. The holders, acting exclusively and as a separate class, shall have the right to appoint either a non-voting observer to the Company’s Board of Directors or one director to the Company’s Board of Directors. Registration Rights The holders of the Preferred Stock have certain customary registration rights with respect to the Preferred Stock and the shares of common stock into which they are converted, pursuant to the terms of a registration rights agreement. |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | Interest Rate SwapTo 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 December 31, 2020 and 2019, the notional amount of the interest rate swap was $150,000. A fair value liability of $935 and $1,116 was recorded in the Consolidated Balance Sheets within other liabilities as of December 31, 2020 and 2019, respectively. The total amount of gain (loss) included in interest expense, net in the Consolidated and Combined Statements of Operations for the years ended December 31, 2020, 2019 and 2018 was $181, $(2,007) and $1,089, respectively. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | 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. Year Ended December 31, 2020 2019 2018 Product sales $ 84,625 $ 97,814 $ 80,851 Construction contracts 80,805 80,968 255,410 Services 66,947 65,879 64,626 Total revenue $ 232,377 $ 244,661 $ 400,887 Year Ended December 31, 2020 2019 2018 United States $ 231,032 $ 244,661 $ 400,887 Foreign 1,345 — — Total revenue $ 232,377 $ 244,661 $ 400,887 On December 31, 2020, we had $140,240 of the transaction price allocated to remaining performance obligations. We expect to recognize approximately 49% of our remaining performance obligations as revenue during 2021, 17% in 2022, 10% in 2023 and 23% 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 December 31, 2020. As of December 31, 2020, there were $193 in an unapproved change order associated with project scope changes included in determining the profit or loss on certain construction contracts. This change order was approved subsequent to year end. Our contract assets are as follows: December 31, 2020 2019 Costs and estimated earnings in excess of billings $ 12,196 $ 19,256 Retainage 6,133 1,385 Total contract assets $ 18,329 $ 20,641 The decrease in contract assets in 2020 was primarily attributable to an increase in billings associated with projects that are nearing completion partially offset by an increase in retainage from those billings. Our contract liabilities are as follows: December 31, 2020 2019 Deferred revenue $ 128 $ 505 Billings in excess of costs and estimated earnings 6,167 77 Total contract liabilities $ 6,295 $ 582 The increase in contract liabilities in 2020 was primarily due to an increase in billings in excess of costs and estimated earnings associated with a specific remediation and compliance project. We recognized revenue of $582 for the year ended December 31, 2020 that was previously included in the contract liability balance at December 31, 2019. The following table sets forth the costs and estimated earnings on uncompleted contracts as of: December 31, 2020 2019 Costs incurred on uncompleted contracts $ 123,339 $ 65,343 Estimated earnings 18,425 9,618 Total costs and earnings 141,764 74,961 Less billings to date (135,735) (55,782) Costs and estimated earnings in excess of billings $ 6,029 $ 19,179 The net balance in process is classified on the Consolidated Balance Sheets as of: December 31, 2020 2019 Costs and estimated earnings in excess of billings $ 12,196 $ 19,256 Billings in excess of costs and estimated earnings (6,167) (77) Net balance in process $ 6,029 $ 19,179 |
Stock_Unit Based Compensation
Stock/Unit Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock/Unit Based Compensation | Stock/Unit-Based CompensationThe Limited Liability Company Agreement for Charah Management provided for the issuance of up to 1 Series C profits interests (the “Charah Series C Profits Interests”). In 2017, Charah Management adopted the Charah Series C Profits Interest Plan and issued 1 of such units to employees. The Charah Series C Profits Interests participated in distributions to Charah members based on specified rates of return being realized to the Charah Series A and Charah Series B membership interests. The Charah Series C Profits Interest Plan is no longer in place following our corporate reorganization and the IPO. The Charah Series C Profits Interests would have vested ratably in each of the first five equity value as of the valuation date amongst the various equity securities classes, with breakpoints estimated considering relative seniority, liquidation preferences, and conversion features. An assumed volatility of 30% based upon a comparable public company analysis was used in the determination of fair value. The weighted–average grant date fair value of the Charah Series C Profits Interests granted during 2017 was $3,198 per unit, resulting in $2,100 of total compensation costs, which was expected to vest over five years. The Limited Liability Company Agreement for Allied provided for the issuance of up to 1,000 Allied Series C profits interests (the “Allied Series C Profits Interests”). In 2017, Allied adopted the Allied Series C Profits Interest Plan and issued 550 of such units to employees. The Allied Series C Profits Interest Plan is no longer in place following our corporate reorganization and the IPO. The Allied Series C Profits Interests participated in distributions to Allied members based upon specified rates of return being realized to the Allied Series A and Allied Series B membership interests. The Allied Series C Profits Interests vested immediately upon grant. The Allied Series C Profits Interests were valued based upon a contingent claims analysis to allocate the total implied equity value as of the valuation date amongst the various equity securities classes, with breakpoints estimated considering relative seniority, liquidation preferences, and conversion features. An assumed volatility of 32.5% based upon a comparable public company analysis was used in the determination of fair value. The weighted average grant date fair value of the Allied Series C Profits Interests granted during 2017 was $69 per unit. In connection with the corporate reorganization that occurred upon the closing of the IPO, the holders of Charah Series C Profits Interests and Allied Series C Profits Interests received 1,216 shares of common stock (the “Management Reorganization Consideration”) in exchange for the contribution to the Company of their Charah Series C Profits Interests and Allied Series C Profits Interests. Of these shares, 304 vested immediately and 912 shares are subject to time-based vesting conditions, as well as performance vesting conditions, based on specified EBITDA targets and achievement of certain safety metrics, which will be determined at future dates. In addition, 273 shares of common stock were issued under the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (see further discussion below). Of these shares, 68 shares vested immediately and 205 shares are subject to the same time-based vesting conditions and performance vesting conditions as the shares issued in accordance with the Management Reorganization Consideration. The fair value of the awards was calculated initially as $12 per share, and will be updated thereafter for changes at each reporting period until the performance targets are approved by the Company’s board of directors. The fair value of the awards is recognized over the required service period for each grant. As of December 31, 2020, 685 of the shares subject to time-based and performance vesting conditions were vested and 255 had been forfeited. Upon the closing of the IPO, the board of directors of 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 stockholders. The Company has reserved 3,007 shares of common stock for issuance under the 2018 Plan, and all future equity awards described above will be issued pursuant to the 2018 Plan. During the year ended December 31, 2018, the Company issued 89 restricted stock units (“RSUs”) under the 2018 Plan that had time-based vesting requirements after one During the year ended December 31, 2019, the Company granted 769 RSUs under the 2018 Plan that are time-based. Of these RSUs, 2 vested immediately, 128 vest after one year, 550 vest in equal installments over three years, and 89 vest in equal installments over four years. The fair value of these RSUs is based on the market price of the Company's shares on the grant date. As of December 31, 2020, 332 of the shares were vested and 97 had been forfeited. During the year ended December 31, 2019, we also granted 331 performance share units (“PSUs”) under the 2018 Plan that cliff vest after three years. The vesting of these PSUs is dependent upon the Company’s achievement of certain stock price metrics. The fair value of the PSUs was determined using a binomial lattice model based upon the grant date stock price, a risk-free interest rate of 2.29% based upon the U.S. Treasury yield curve in effect at the time of the grants, and an assumed volatility rate of 30% based upon a comparable public company analysis. As of December 31, 2020, none of the shares were vested and 44 had been forfeited. During the year ended December 31, 2020, the Company granted 542 RSUs under the 2018 Plan that have time-based vesting requirements. Of the RSUs granted during the year ended December 31, 2020, 15 vest at the end of an eleven-month period, 90 vest at the end of a one-year period, and 437 vest in equal annual installments over three years. The fair value of these RSUs is based on the market price of the Company’s shares on the grant date. As of December 31, 2020, 26 of the shares were vested and 52 had been forfeited. During the year ended December 31, 2020, the Company granted 228 PSUs, under the 2018 Plan that cliff vest after three years. The vesting of these PSUs is dependent upon the following performance goals during the period January 1, 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. As of December 31, 2020, none of the shares were vested and 31 had been forfeited. A summary of the Company’s non-vested share activity for the year ended December 31, 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 (141) 5.88 (76) 4.17 (217) 5.28 Vested (540) 4.46 — — (540) 4.46 Balance as of December 31, 2020 981 $ 5.08 453 $ 4.02 1,434 $ 4.74 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 December 31, 2020 0.79 $ 2,817 1.68 $ 1,299 1.07 $ 4,116 Stock-based compensation expense related to the restricted stock issued was $1,839, $2,069 and $1,471 during the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, total unrecognized stock-based compensation expense related to non-vested awards of restricted stock, net of estimated forfeitures, was $996, and is expected to be recognized over a weighted-average period of 1.23 years. The total fair value of awards vested for the year ended December 31, 2020 was $2,407. Stock-based compensation expense related to the performance stock issued was $555, $345, and $0 during the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, total unrecognized stock-based compensation expense related to non-vested awards of performance stock, net of estimated forfeitures, was $806, and is expected to be recognized over a weighted-average period of 1.49 years. |
Defined Contribution Retirement
Defined Contribution Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Defined Contribution Retirement Plan | Defined Contribution Retirement PlanCharah and its operating subsidiary, Ash Management Services (“AMS”), provide a defined contribution employee benefit plan (the “Charah and AMS 401(k) Plan”) qualified under Section 401(k) of the Code to employees who have completed 90 days of service and have attained age 18. Participants may contribute up to the lesser of 90% of eligible compensation or the maximum allowed under the Code. Charah and AMS make safe harbor contributions to participant accounts equal to 3% of the participant’s annual compensation, commencing the quarter after the employee completes one year of service. Charah and AMS may also make discretionary contributions, and the contributions may vary from year to year, for employees who have met one year of employment. Participants are immediately vested in their elective contributions and safe harbor contributions. Participants are vested in discretionary contributions after completing six years of service. During the year ended December 31, 2020, 2019 and 2018, Charah and AMS contributed $393, $1,014 and $932, respectively to the Charah and AMS 401(k) Plan.Multiemployer Pension Plan AMS contributes to union-sponsored multiemployer retirement defined benefit pension plans (the “multiemployer plans”) under the terms of collective bargaining agreements that cover its union-represented employees. The risks of participating in the multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plans by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the multiemployer plans, the unfunded obligations of the multiemployer plans may be borne by the remaining participating employers. • If AMS chooses to stop participating in the multiemployer plans, AMS may be required to pay the multiemployer plans an amount based on the underfunded status of the multiemployer plans, referred to as a withdrawal liability. The primary multiemployer plan to which AMS made contributions for the year ended December 31, 2020, 2019 and 2018 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act zone status available in 2020 is for the respective multiemployer plan’s year-end within those years, unless otherwise noted. The zone status is based on information that AMS received from the multiemployer plans and is certified by the respective multiemployer plan’s actuary. Among other factors, multiemployer plans in the red zone (critical) are generally less than 65% funded, multiemployer plans in the yellow zone (endangered) are less than 80% funded, and multiemployer plans in the green zone (neither critical and declining, critical, or endangered) are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates multiemployer plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the multiemployer plans are subject. Year ended December 31, 2020 Year ended December 31, 2019 Year ended December 31, 2018 Pension Fund EIN/Pension Pension Protection FIP/RP Status Contributions Contributions Contributions Surcharge Expiration Central states, southeast and southwest areas pension plan 36-6044243 Red - Critical and declining Progress under FIP or RP $ 55 $ 47 $ 34 No Continuous with notice period by either party Operating Engineers Local 324 Pension Fund 38-1900637 Red - Critical Progress under FIP or RP $ 27 $ — $ — Yes 2021 Employer Teamsters Locals 175 & 505 pension trust fund 55-6021850 Red - Critical Progress under FIP or RP $ 74 $ 112 $ 92 Yes 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We were party to a lawsuit filed against North Carolina by an environmental advocacy group alleging that the issuance by the state of certain permits associated with our Brickhaven clay mine reclamation site exceeded the state’s power. In December 2020, the Company, the environmental advocacy group and the state settled, resolved and dismissed all matters. Before the settlement, all customer related work at the Brickhaven site had been completed. The settlement allows for all completed work to remain unchanged. Per the settlement, the Company will not place any additional material at the site, will place a deed restriction requiring engineering oversight for the future development of the site and will continue its groundwater monitoring at the site. The Company will continue its work with the state to modify its permit to conform to the work as completed and complete site closure operations. 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. The lawsuit 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. As part of the Allied Transaction, the Company assumed the remaining settlement liability. On July 15, 2020, the court granted final approval of the settlement and the final settlement payments will occur in 2021. In addition to the above matters, we are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. For all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred, and the amount of loss can be reasonably estimated. Although it is difficult to predict the ultimate outcome of these lawsuits, claims and proceedings, we do not believe that the ultimate disposition of any of these matters, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits. |
Multiemployer Pension Plan
Multiemployer Pension Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Multiemployer Pension Plan | Defined Contribution Retirement PlanCharah and its operating subsidiary, Ash Management Services (“AMS”), provide a defined contribution employee benefit plan (the “Charah and AMS 401(k) Plan”) qualified under Section 401(k) of the Code to employees who have completed 90 days of service and have attained age 18. Participants may contribute up to the lesser of 90% of eligible compensation or the maximum allowed under the Code. Charah and AMS make safe harbor contributions to participant accounts equal to 3% of the participant’s annual compensation, commencing the quarter after the employee completes one year of service. Charah and AMS may also make discretionary contributions, and the contributions may vary from year to year, for employees who have met one year of employment. Participants are immediately vested in their elective contributions and safe harbor contributions. Participants are vested in discretionary contributions after completing six years of service. During the year ended December 31, 2020, 2019 and 2018, Charah and AMS contributed $393, $1,014 and $932, respectively to the Charah and AMS 401(k) Plan.Multiemployer Pension Plan AMS contributes to union-sponsored multiemployer retirement defined benefit pension plans (the “multiemployer plans”) under the terms of collective bargaining agreements that cover its union-represented employees. The risks of participating in the multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to the multiemployer plans by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the multiemployer plans, the unfunded obligations of the multiemployer plans may be borne by the remaining participating employers. • If AMS chooses to stop participating in the multiemployer plans, AMS may be required to pay the multiemployer plans an amount based on the underfunded status of the multiemployer plans, referred to as a withdrawal liability. The primary multiemployer plan to which AMS made contributions for the year ended December 31, 2020, 2019 and 2018 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act zone status available in 2020 is for the respective multiemployer plan’s year-end within those years, unless otherwise noted. The zone status is based on information that AMS received from the multiemployer plans and is certified by the respective multiemployer plan’s actuary. Among other factors, multiemployer plans in the red zone (critical) are generally less than 65% funded, multiemployer plans in the yellow zone (endangered) are less than 80% funded, and multiemployer plans in the green zone (neither critical and declining, critical, or endangered) are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates multiemployer plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the multiemployer plans are subject. Year ended December 31, 2020 Year ended December 31, 2019 Year ended December 31, 2018 Pension Fund EIN/Pension Pension Protection FIP/RP Status Contributions Contributions Contributions Surcharge Expiration Central states, southeast and southwest areas pension plan 36-6044243 Red - Critical and declining Progress under FIP or RP $ 55 $ 47 $ 34 No Continuous with notice period by either party Operating Engineers Local 324 Pension Fund 38-1900637 Red - Critical Progress under FIP or RP $ 27 $ — $ — Yes 2021 Employer Teamsters Locals 175 & 505 pension trust fund 55-6021850 Red - Critical Progress under FIP or RP $ 74 $ 112 $ 92 Yes 2021 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is a “C” Corporation under the Code and, as a result, is subject to U.S. federal, state, and local income taxes. The Company’s subsidiaries previously operated as partnerships for income tax purposes. Before the contribution of assets and liabilities to the Company on June 18, 2018, the subsidiaries passed through their taxable income to their owners for U.S federal and other state and local income tax purposes and, thus, the subsidiaries were not subject to U.S. federal income taxes or other state or local income taxes, except for franchise tax at the state level. Accordingly, the financial data attributable before the contribution on June 18, 2018 contains no provision for U.S. federal income taxes or income taxes in any state or locality other than franchise taxes. The Company has determined its opening balance for deferred income tax assets and liabilities to be a net deferred tax liability of $1,508 based on the future tax effects of temporary differences between the financial statement value and tax basis of assets and liabilities contributed to the Company upon conversion as a taxable corporation on June 18, 2018. In accordance with ASC 740, the tax effects have been recorded as a separate item of income tax expense. The total income tax (benefit) expense on (loss) income before income taxes was allocated as follows: Year Ended December 31, 2020 2019 2018 Continuing operations $ (914) $ 4,190 $ 4,022 Discontinued operations 94 — (6,449) Total $ (820) $ 4,190 $ (2,427) The components of the provision for income taxes attributable to continuing operations for the year ended December 31, 2020, 2019, and 2018 is as follows: Year Ended December 31, 2020 2019 2018 Current income tax (benefit) expense: Federal $ — $ — $ 2,176 State (80) (169) 1,163 (80) (169) 3,339 Deferred income tax (benefit) expense: Federal (843) 2,389 1,747 State 9 1,970 (1,064) (834) 4,359 683 Total income tax (benefit) expense $ (914) $ 4,190 $ 4,022 The items accounting for differences between income taxes computed at the federal statutory rate and the (benefit) provision recorded for income taxes for continuing operations were as follows: Year Ended December 31, 2020 2019 2018 Income tax (benefit) expense at the federal statutory rate (21%) $ (13,537) $ (8,849) $ 3,754 State income tax (benefit) expense, net of federal tax benefit (70) 1,180 109 Income tax expense upon conversion to corporation — — 2,463 Non-controlling interest (251) (595) (522) Stock compensation 277 78 201 Income before conversion — — (2,091) Valuation allowance 12,328 12,190 — Permanent items 339 186 108 Total income tax (benefit) expense $ (914) $ 4,190 $ 4,022 The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. The components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: As of December 31, 2020 2019 Deferred tax assets: Loss carryovers $ 5,505 $ 13,780 Intangible assets 4,315 — Other accrued expenses and reserves 3,987 3,329 Loan modification costs 1,828 460 Capital lease 1,646 — Deferred asset sale 1,440 — Accrued bonus 1,278 722 Asset retirement obligation 1,253 3,810 Purchase option liability — 1,790 Deferred tax assets 21,252 23,891 Valuation allowance (17,158) (12,908) Net deferred tax asset 4,094 10,983 Deferred tax liabilities: Fixed assets, including land 4,345 10,434 Intangible assets — 1,492 Prepaid expenses 117 549 Deferred tax liabilities 4,462 12,475 Net deferred tax liability $ 368 $ 1,492 The Company has net operating loss carryforwards of approximately $22,793 for federal income tax purposes as of December 31, 2020. Net operating losses have unlimited carryover periods. Net operating losses and deferred interest expense for state tax purposes vary by state due mainly to apportionment. Most states allow net operating loss carryovers for a limited number of years. Net deferred tax liabilities were $368 and $1,492 at December 31, 2020 and 2019, respectively. We consider both positive and negative evidence when measuring the need for a valuation allowance. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable evidence. We give operating results during the most recent three-year period a significant weight in our analysis. We typically only consider forecasts of future profitability when positive cumulative operating results exist in the most recent three-year period. We perform scheduling exercises to determine if sufficient taxable income of the appropriate character exists in the periods required in order to realize our deferred tax assets with limited lives before their expiration. Realization of net operating losses and other carryforwards is dependent upon generating sufficient taxable income in the appropriate jurisdiction before the expiration of the carryforward periods, which involves business plans, planning opportunities and expectations about future outcomes. Furthermore, we consider tax planning strategies available to accelerate taxable amounts if required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that our deferred tax assets will be realized. A valuation allowance is recorded if it is more likely than not that a portion of our deferred tax assets will not be realized. The change in the valuation allowance for deferred tax assets is as follows: As of December 31, 2020 2019 Beginning balance $ (12,908) $ — Current additions recorded in income tax (benefit) or expense (14,204) (12,908) Current reductions recorded in income tax (benefit) or expense 3,264 — Other adjustments 6,690 — Ending balance $ (17,158) $ (12,908) Based on the available evidence as of December 31, 2020 and 2019 we were not able to conclude it was more likely than not certain deferred tax assets will be realized. Therefore, a valuation allowance of $17,158 and $12,908 was recorded respectively, against our deferred tax assets. We will continue to evaluate the need for a valuation allowance on our deferred tax assets in future periods. The Company classifies any interest and penalties related to income taxes assessed as part of income tax expense. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdiction to any open tax periods. The Company’s income tax returns for the year ended December 31, 2019 and 2018 have been timely filed with the U.S. federal, state and local governments. The statute of limitations is open for the federal income tax return and certain state returns through October 15, 2023 and 2022, respectively, and for most of the remaining state returns through October 15, 2024 and 2023, respectively. The examination of prior period tax returns filed for partnerships, the interests of which were contributed to the Company in the reorganization, could impact the Company’s tax expense and balance sheet tax accounts. The Company acquired a foreign subsidiary at reorganization, and the subsidiary is subject to examination in its local country for 2019 and prior calendar years. The Company is not aware of any potential adjustments for 2019 or prior years and any potential adjustment is not expected to be material to the financial statements. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company leases buildings, vehicles and equipment under various non-cancellable agreements classified as operating leases, which expire through December 2026 and require various minimum annual rentals. Future minimum lease payments are as follows: For the Years Ending December 31, Operating Leases 2021 $ 9,128 2022 8,032 2023 7,337 2024 4,009 2025 1,204 Thereafter 643 Total $ 30,353 The total rent expense included in the Consolidated and Combined Statements of Operations for the years ended December 31, 2020, 2019, and 2018 was $19,406, $18,613 and $5,981, respectively. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per ShareBasic loss per share is computed by dividing loss income attributable to the Company’s stockholders by the weighted average number of shares outstanding during the period. Diluted loss per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing loss available to the Company’s stockholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Basic and diluted loss per share is determined using the following information: Year Ended December 31, 2020 2019 2018 Numerator: Net (loss) income from continuing operations $ (64,746) $ (49,163) $ 11,366 Deemed and imputed dividends on Series A Preferred Stock (461) — — Series A Preferred Stock dividends (4,064) — — Net (loss) income from continuing operations attributable to common stockholders (69,271) (49,163) 11,366 Net income (loss) from discontinued operations 8,883 7,105 (20,268) Net loss attributable to common stockholders $ (60,388) $ (42,058) $ (8,902) Denominator: Weighted average shares outstanding 29,897 29,495 26,610 Dilutive share-based awards — — 1,020 Total weighted average shares outstanding, including dilutive shares 29,897 29,495 27,630 Net (loss) income from continuing operations per common share Basic $ (2.32) $ (1.67) $ 0.43 Diluted $ (2.32) $ (1.67) $ 0.41 Net income (loss) from discontinued operations per common share Basic $ 0.30 $ 0.24 $ (0.76) Diluted $ 0.30 $ 0.24 $ (0.73) Net loss attributable to common stockholders per common share Basic $ (2.02) $ (1.43) $ (0.33) Diluted $ (2.02) $ (1.43) $ (0.32) 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 from continuing operations per share for the years ended December 31, 2020 and 2019, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares (in thousands) of 9,250 and 1,329, were excluded from the computation of the weighted average shares for diluted net loss per share for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2018, since there was income from continuing operations per share, dilutive shares (in thousands) of 1,020 were include in the above calculations. A summary of securities excluded from the computation of diluted earnings per share is presented below: Year Ended December 31, 2020 2019 Diluted earnings per share: Anti-dilutive restricted and performance stock units 1,510 1,329 Anti-dilutive Series A Preferred Stock convertible into common stock 7,740 — Potentially dilutive securities, excluded as anti-dilutive 9,250 1,329 |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Major Customers | Major CustomersNo customers accounted for greater than 10% of consolidated revenue during the year ended December 31, 2020. The Company derived approximately 19% and 61% of its consolidated revenue from one customer during the years ended December 31, 2019 and 2018, respectively. Accounts receivable from this one customer at December 31, 2019 was $5,227. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On December 31, 2020, the Company executed an agreement (the "Lease Agreement") with Sanford, LLC (the "Tenant"), an unrelated third party, for the lease of one of the Company's structural fill assets. The lease term is for a period of 30 years with fixed rent to be paid monthly commencing on the lease's commencement date of $294 annually through the year ending December 31, 2025 and $354 annually for all years ending thereafter. Pursuant to the terms of the Lease Agreement, the Tenant has the option to purchase the asset (the "Tenant Expiration Purchase Option"). If the Tenant has not elected or is deemed to have not exercised the Tenant Expiration Purchase Option, the Company shall have the option to require the Tenant to purchase the asset. During the first quarter of 2021, the lease was amended and will be accounted for as a sales-type lease. On February 10, 2021, the Company purchased the Texas Municipal Power Agency’s (“TMPA”) Gibbons Creek Steam Electric Station and Reservoir’s related assets in Grimes County, Texas (“the Gibbons Creek Transaction”). The Company acquired the 6,166-acre area, including the closed power station, a 3,500-acre reservoir, dam and spillway and other property. The Company will be responsible for the shutdown and decommissioning of the coal power plant, and as part of the acquisition, the Company will be assuming an asset retirement obligation for the site landfill and ash pond environmental remediation work. The closing date of the Gibbons Creek Transaction occurred subsequent to the end of the reporting period and the preliminary allocation of the purchase price to the net assets has not yet been completed. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following table summarizes the unaudited quarterly results of operations for the year ended December 31, 2020 and 2019: First Quarter Second Quarter Third Quarter (a) Fourth Quarter (b) 2020 Revenue $ 51,277 $ 52,304 $ 63,116 $ 65,680 Operating loss (5,773) (3,451) (108) (30,237) Loss from continuing operations, net of tax and non-controlling interest (17,293) (7,313) (4,335) (35,805) Deemed and imputed dividends on Series A Preferred Stock — (167) (147) (147) Series A Preferred Stock dividends (111) (858) (877) (2,218) Net loss from continuing operations attributable to common stockholders (17,404) (8,338) (5,359) (38,170) Income from discontinued operations, net of tax 3,043 3,777 119 1,944 Net loss attributable to common stockholders (14,361) (4,561) (5,240) (36,226) Net loss from continuing operations per common share Basic $ (0.59) $ (0.28) $ (0.18) $ (1.27) Diluted $ (0.59) $ (0.28) $ (0.18) $ (1.27) Net income from discontinued operations per common share Basic $ 0.10 $ 0.13 $ — $ 0.06 Diluted $ 0.10 $ 0.13 $ — $ 0.06 Net loss attributable to common stockholders per common share Basic $ (0.48) $ (0.15) $ (0.17) $ (1.21) Diluted $ (0.48) $ (0.15) $ (0.17) $ (1.21) First Quarter Second Quarter Third Quarter Fourth Quarter (c) 2019 Revenue $ 73,144 $ 53,010 $ 63,553 $ 54,954 Operating loss (2,823) (19,964) (2,751) (4,272) Loss from continuing operations, net of tax and non-controlling interest (6,483) (17,973) (5,274) (19,433) Income (loss) from discontinued operations, net of tax 3,664 (53) 1,961 1,533 Net loss attributable to common stockholders (2,819) (18,026) (3,313) (17,900) Net loss from continuing operations per common share Basic $ (0.22) $ (0.61) $ (0.18) $ (0.66) Diluted $ (0.22) $ (0.61) $ (0.18) $ (0.66) Net income from discontinued operations per common share Basic $ 0.13 $ — $ 0.07 $ 0.05 Diluted $ 0.13 $ — $ 0.07 $ 0.05 Net loss attributable to common stockholders per common share Basic $ (0.10) $ (0.61) $ (0.11) $ (0.60) Diluted $ (0.10) $ (0.61) $ (0.11) $ (0.60) (a) Third quarter of 2020 includes a $6,399 impairment of a structural fill asset and a $7,110 reduction in general and administrative expenses from the expiration of a purchase option liability. (b) Fourth quarter of 2020 includes a $35,415 impairment of tangible, intangible assets and equity method investments and a $9,702 gain on change in contingent payment liability. (c) Fourth quarter of 2019 includes a $12,908 valuation allowance recorded against deferred tax assets. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Valuation and Qualifying Accounts The table below presents valuation and qualifying accounts: Balance at Beginning of Period Charged to Expense Deductions Balance at End of Period Year ended December 31, 2020: Allowance for doubtful accounts $ 146 $ 354 $ (33) $ 467 Valuation allowance for deferred taxes 12,908 14,204 (9,954) 17,158 Year ended December 31, 2019: Allowance for doubtful accounts $ — $ 146 $ — $ 146 Valuation allowance for deferred taxes — 12,908 — 12,908 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business Operations | Description of Business Operations The Company is a leading national service provider of mission-critical environmental services and byproduct sales to the power generation industry, enabling our customers to address challenges related to the remediation of coal ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. Services offered include a suite of remediation and compliance services, byproduct sales and marketing, fossil services and environmental risk transfer (“ERT”) services. The Company has corporate offices in Kentucky and North Carolina and principally operates in the eastern and mid-central United States. The accompanying consolidated financial statements include the assets, liabilities, stockholders’ equity, members’ equity, and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. For periods before the June 18, 2018 corporate reorganization, the accompanying financial statements are presented on a combined basis. |
Management's Use of Estimates | Management’s Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, in particular estimates of legal reserves, costs to complete contracts in process, contract modifications and unapproved change orders, that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Balance Sheet Classification | Balance Sheet Classification The Company includes in current assets and liabilities contract assets, contract liabilities and retainage amounts payable, which may extend beyond one year. One year is used as the basis for classifying all other assets and liabilities. |
Cash | Cash The Company maintains cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. |
Restricted Cash | Restricted Cash We maintain restricted cash in a non-interest bearing escrow account for a specific remediation and compliance project. This cash becomes unrestricted as project milestones are completed in accordance with the project's defined project schedule. As of December 31, 2020, this account held $4,424. As of December 31, 2019, restricted cash consisted of $1,000 related to a non-interest escrow account associated with a non-revolving credit note with a bank. |
Trade Accounts Receivable, Net | Trade Accounts Receivable, Net Trade accounts receivable, net consist of amounts due from customers. An allowance for doubtful accounts is recorded to the extent it is probable that a portion of a particular account will not be collected. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and the current economic conditions. An allowance for doubtful accounts of $467 and $146 was included in trade accounts receivable, net as of December 31, 2020 and 2019, respectively. Trade accounts receivable balances are considered past due based upon contract or invoice terms and are charged off when deemed uncollectible. The Company does not charge interest on customer accounts and generally does not require collateral on sales and services during the normal course of business. The Company has the right to file liens on the owner’s property with regards to certain construction contracts. |
Inventory | Inventory Inventories, mainly comprising ash for resale, are valued using the first-in, first-out (“FIFO”) method. Inventories are stated at the lower of cost or net realizable value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Construction-in-progress represents costs incurred on the construction of assets that have not been completed or placed in service as of the end of the year. We evaluate the long lived assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets as follows: Plant, machinery and equipment 2 - 15 years Vehicles 2 - 10 years Office equipment 2 - 10 years Buildings and leasehold improvements 5 - 40 years Capital lease assets 3 - 7 years Repair and maintenance costs are expensed as incurred and expenditures for improvements are capitalized. |
Structural Fill Sites | Structural Fill Sites Cost Basis of Structural Fill Sites, Associated Site Improvement Costs, and Related Asset Retirement Obligation (ARO) Before the January 2017 BCP transaction (see Note 1), the acquisition cost of the structural fill sites was capitalized. As a result of the BCP transaction, the fair value of the site improvements related to the structural fill sites was recognized. The site improvement costs relate to items such as directly related engineering, liner material and installation, leachate collection systems, environmental monitoring equipment, on-site road and rail construction, and other infrastructure costs. Following is a description of our asset retirement activities and our related accounting: • Final capping and closure involve the installation of drainage and compacted soil layers and topsoil over areas where total airspace capacity has been consumed. Asset retirement obligations are recorded on a units-of-consumption basis as airspace is consumed. The liability is based on estimates of the discounted cash flows. • Post closure involves the maintenance and monitoring of the structural fill sites. Generally, we are required to maintain and monitor the structural fill sites for a 30-year period. These maintenance and monitoring costs are recorded as an asset retirement obligation as airspace is consumed over the life of the structural fill sites. Post- closure obligations are recorded over the life of the structural fill sites on a units-of-consumption basis as airspace is consumed, based on estimates of the discounted cash flows associated with performing post-closure activities. We develop our estimates of these obligations using input from our operations personnel. Our estimates are based on our interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Absent quoted market prices, the estimate of fair value is based on the best available information, including the results of present value techniques. We use professional engineering judgment and estimated prices paid for similar work to determine the fair value of these obligations. We are required to recognize these obligations at market prices whether we plan to contract with third parties or perform the work ourselves. In those instances where we perform the work with internal resources, the incremental profit margin realized will be recognized as a component of operating income when the work is completed. Once we have determined the final capping, closure, and post-closure costs, we inflate those costs to the expected time of payment and discount those expected future costs back to present value. During the years ended December 31, 2020, 2019, and 2018, we inflated these costs in current dollars until the expected time of payment using an inflation rate of 3.0%. We discounted these costs to present value using the credit-adjusted, risk-free rate effective at the time an obligation is incurred, consistent with the expected cash flow approach. Any changes in expectations that result in an upward revision to the estimated cash flows are treated as a new liability and discounted at the current rate while downward revisions are discounted at the historical weighted average rate of the recorded obligation. As a result, the credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific to each individual asset retirement obligation. The weighted average rate applicable to our long-term asset retirement obligations at December 31, 2020 and 2019 was approximately 5.25%. We record the estimated fair value of final capping, closure, and post-closure liabilities for our structural fill sites based on the capacity consumed through the current period. Because these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future final capping, closure, and post-closure activities could result in a material change in these liabilities, related assets, and results of operations. We assess the appropriateness of the estimates used to develop our recorded balances annually, or more often if conditions warrant. Changes in inflation rates or the estimated costs, timing, or extent of future final capping, closure, and post-closure activities typically result in both (i) a current adjustment to the recorded liability and structural fill site asset, and (ii) a change in liability and asset amounts to be recorded prospectively over the remaining permitted airspace. Any changes related to the capitalized and future cost of the structural fill assets are then recognized in accordance with our amortization policy, which would generally result in amortization expense being recognized prospectively over the remaining capacity of the permitted airspace. Changes in such estimates associated with airspace that has been fully utilized results in an adjustment to the recorded liability and landfill assets with an immediate corresponding adjustment to landfill airspace amortization expense. Depreciation of Structural Fill Sites and Site Improvements Depreciation for the structural fill sites and site improvements for the years ended December 31, 2020, 2019, and 2018 was $0, $4,190, and $33,956, respectively. The Company commenced closure of our structural fill sites during the year ended December 31, 2019 and closure activities continued through the year ended December 31, 2020. The remaining capacity of the active structural fill site at December 31, 2018 was 5.0 million tons (41%). The depreciable basis of a structural fill site includes amounts previously expended and capitalized and projected asset retirement costs related to final capping, closure, and post-closure activities. The value of the structural fill sites to the Company diminishes in direct correlation to the amount of airspace used for ash deposits. Depreciation is recorded on a units-of-consumption basis, applying expense as a rate per ton. The rate per ton is calculated by dividing the depreciable basis of the structural fill site by the number of tons expected to be placed into the structural fill sites. Our engineers, in consultation with third-party engineering consultants and surveyors, are responsible for determining remaining permitted airspace at our structural fill sites. The remaining permitted airspace is determined by comparing the existing structural fill sites topography to the expected final structural fill sites topography. Once the remaining permitted airspace is determined in cubic yards, an airspace utilization factor (“AUF”) is established to calculate the remaining permitted capacity in tons. The AUF is established using the measured density obtained from previous surveys and is then adjusted to account for current and future expected compaction rates. The initial selection of the AUF is subject to a subsequent multi-level review by our engineering group, and the AUF used is reviewed on a periodic basis and revised as necessary. After determining the costs and remaining permitted capacity at each of our structural fill sites, we determine the per ton rates that will be expensed as ash is received and deposited at the structural fill sites by dividing the costs by the corresponding number of tons. These rates per ton are updated annually, or more often, as significant facts change. It is possible that actual results, including the amount of costs incurred, the timing of final capping, closure, and post-closure activities, or our airspace utilization, could ultimately turn out to be significantly different from our estimates and assumptions. To the extent that such estimates, or related assumptions, prove to be significantly different than actual results, lower profitability may be experienced due to higher depreciation rates or higher expenses; or higher profitability may result if the opposite occurs. Most significantly, if it is determined that expansion capacity should no longer be considered in calculating the recoverability of a structural fill site asset, we may be required to recognize an asset impairment or to incur significantly higher depreciation expense. |
Equity Method Investment | Equity Method Investment In January 2016, Charah organized a joint venture with VHSC Holdings, LLC, an unrelated third party. Charah has a 50% interest in the joint venture, which is accounted for by the equity method. In January 2021, Charah exited the joint venture. |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Our intangible assets in the Consolidated Balance Sheets as of December 31, 2020 and 2019 include a trade name that is considered to have an indefinite life. Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually or more often if events or changes in circumstances indicate that the fair value of the asset may have decreased below its carrying value. We evaluate the indefinite-lived trade name each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Goodwill is tested at the reporting unit level. We may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value exceeds its carrying value, then the fair value is compared to its carrying value. Fair value is typically estimated using an income approach based on discounted cash flows. However, when appropriate, we may also use a market approach. The income approach is based on the long-term projected future cash flows of the asset and reporting units. We discount the estimated cash flows to present value using a weighted average cost of capital that considers factors such as market assumptions, the timing of the cash flows, and the risks inherent in those cash flows. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting units’ expected long-term performance considering the economic and market conditions that generally affect our business. The market approach estimates fair value by measuring the aggregate market value of publicly traded companies with similar characteristics to our business as a multiple of their reported earnings. We then apply that multiple to the reporting units’ earnings to estimate their fair values. We believe that this approach may also be appropriate in certain circumstances because it provides a fair value estimate using valuation inputs from entities with operations and economic characteristics comparable to our reporting units. Fair value is computed using several factors, including projected future operating results, economic projections, anticipated future cash flows, comparable marketplace data, and the cost of capital. There are inherent uncertainties related to these factors and to our judgment in applying them in our analysis. However, we believe our methodology for estimating the fair value of our reporting units and the trade name is reasonable. If the carrying value exceeds its fair value, the asset is written down to its implied fair value. Definite-Lived Intangible Assets Definite-lived intangible assets include customer relationships, non-compete and other agreements, SCB trade name, and a rail easement. We evaluate the definite-lived intangible assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. These assets are amortized on a straight-line basis over their estimated useful lives as shown in the table below. Definite Lived Intangible Useful Life Customer relationships 10 years Non-compete agreement 2 years SCB trade name 3 years Rail easement 2 years |
Fair Value Disclosure | Fair Value DisclosureLong-term debt bears interest at variable rates and book value approximates fair value, and is considered to be level 2 in the fair value hierarchy. The interest rate swap within other liabilities in the Consolidated Balance Sheets at December 31, 2020 and 2019 is considered to be level 2 in the fair value hierarchy. The Company did not have any recurring or non-recurring level 3 fair value measurements as of December 31, 2020 or 2019 other than impairment expense as described in Notes 5 and 8, the measurement of the preferred stock paid-in-kind dividends as described in Note 12 and the application of stock-based compensation accounting as described in Note 15. There have been no transfers between levels of the fair value hierarchy during the years ended December 31, 2020, 2019 and 2018. |
Debt issuance costs | Debt Issuance CostsDebt issuance costs associated with our various credit agreements are amortized as interest expense over the term of the applicable agreement. Debt issuance costs are presented as a direct deduction from the carrying amount of the related liability. |
Freight Costs | Freight Costs Freight costs charged to customers are included in revenue. Costs incurred by the Company for freight are included in cost of sales. |
Leases | Leases Leases are accounted under Accounting Standards Codification (“ASC”) 840, Leases , and are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. For capital leases, an asset and a corresponding liability are established for the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any executory costs. If the present value of the minimum lease payments exceeds the fair value of the leased property at lease inception, the amount measured initially as the asset and obligation shall be the fair value. The capital lease obligation is amortized over the life of the lease. |
Income Taxes | Income Taxes Charah Solutions is a “C” Corporation under the Internal Revenue Code of 1986, as amended (the “Code”), and, as a result, is subject to U.S. federal, state and local income taxes. In connection with the IPO, predecessor flow-through entities for income tax purposes were contributed to the Company by their owners and became indirect subsidiaries of the Company. Prior to the contribution to the Company and its conversion to a taxable corporation, the predecessor entities passed through their taxable income to their owners for U.S. federal, state, and local income tax purposes, and thus these entities were not subject to such income taxes, except for franchise tax at the state level (at less than 1% of modified pre-tax earnings). Accordingly, the financial data attributable to the predecessor entities before the contribution on June 18, 2018 contains no provision for U.S. federal income taxes or income taxes in any state or locality, other than franchise taxes. As of June 18, 2018, the Company became subject to U.S. federal, state and local income taxes, and as a result of the conversion, and in accordance with ASC 740, Income Taxes , (“ASC 740”) the Company established a beginning net deferred tax liability of $1.5 million and recognized a corresponding amount of income tax expense. Income taxes are accounted for in accordance with ASC 740. Income tax expense, or benefit, is calculated using the asset and liability method under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company assesses its deferred tax assets each quarter to determine whether the assets are more likely than not (probability of more than 50%) realizable under ASC 740. The Company is required to record a valuation allowance for any portion of the tax assets that, based on the assessment, are not more likely than not realizable. The assessment considers, among other things, earnings in prior periods, forecasts of future taxable income, statutory carryforward periods, and tax planning strategies, to the extent feasible. The realization of deferred tax assets depends in large part on the generation of future taxable income during the periods in which the differences become deductible. The value of the deferred tax assets will also depend on applicable income tax rates. Judgment is required in determining the future tax consequences of events that have been recognized in the financial statements. Differences between anticipated and actual outcomes of these future tax consequences could have material impact on the financial statements. Changes in existing tax laws and tax rates also affect actual tax results and the valuation of deferred tax assets over time. |
Stock/Share-Based Compensation Plans | Stock/Share-Based Compensation Plans In the year ended December 31, 2017, Charah Management and Allied Power Management each issued certain Series C member interests to employees. Additionally, certain employees of Allied Power Management were granted Series B member interests in both Charah Management and Allied Power Management. The unvested Series C Profits Interests at June 18, 2018 were canceled as a result of the corporate reorganization that occurred upon the closing of the IPO. In connection with the corporate reorganization that occurred upon the closing of the IPO, the Series C Profits Interests were replaced by shares that are subject to time-based vesting conditions, as well as performance vesting conditions. The Company has issued further shares under the Charah Solutions, Inc. 2018 Omnibus Incentive Plan subject to time-based and performance vesting conditions. The Company accounts for its stock/share-based compensation plans as equity-classified plans, in accordance with the fair value recognition provisions of ASC 718, Compensation-Stock Compensation . The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions. These assumptions include estimating (i) the volatility of the common stock price over the expected term, (ii) the expected term, and (iii) expected dividends. Where the vesting of the stock is also based upon performance measures, management determines the likelihood of meeting such measures. Changes in the subjective assumptions can materially affect the estimate of the fair value of stock-based compensation and consequently, the related amounts recognized on the consolidated and Combined Statements of Operations. Stock-based compensation expense is recognized in general and administrative expenses. |
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 reporting periods beginning January 1, 2019 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. Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of control of the goods or services to the customer. Contract Combination To determine revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a service that involves multiple inter-related and integrated tasks to achieve the completion of a specific, single project. We allocate the transaction price to each performance obligation for contracts with multiple performance obligation using our best estimate of the stand-alone selling price of each distinct good or service in the contract. Sales and Services Contracts For sales and service contracts where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized at a point in time when services are performed and contractually billable. Certain service contracts contain provisions dictating fluctuating rates per unit for the certain services in which the rates are not directly related to changes in the Company’s effort to perform under the contract. We recognize revenue based on the stand-alone selling price per unit for such contracts, calculated as the average rate per unit over the term of those contractual rates. This creates a contract asset or liability for the difference between the revenue recognized and the amount billed to the customer. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, at periodic intervals ( e.g. , weekly, biweekly or monthly). Construction Contracts We recognize revenue over time, as performance obligations are satisfied, for substantially all of our construction contracts due to the continuous transfer of control to the customer. For most of our construction contracts, the customer contracts with us to provide a service that involves multiple inter-related and integrated tasks to complete a specific, single project and is therefore accounted for as a single performance obligation. We recognize revenue using the cost-to-cost input method, based primarily on contract costs incurred to date compared to total estimated contract costs. This method is the most accurate measure of our contract performance because it depicts the company’s performance in transferring control of goods or services promised to customers according to a reasonable measure of progress toward complete satisfaction of the performance obligation. Contract costs include all direct material, labor and subcontractor costs and indirect costs related to contract performance. The costs incurred that do not relate directly to transferring a service to the customer are excluded from the input method used to recognize revenue. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. The payment terms of our construction contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. Variable Consideration It is common for our contracts to contain contract provisions that give rise to variable consideration such as unpriced change orders or volume discounts that may either increase or decrease the transaction price. We estimate the amount of variable consideration at the expected value or most likely amount, depending on which is determined to be more predictive of the amount to which the Company will be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, industry business practices, and any other information (historical, current or forecasted) that is reasonably available to us. Variable consideration associated with unapproved change orders is included in the transaction price only to the extent of costs incurred. We provide limited warranties to customers for work performed under our contracts. Such warranties are not sold separately, assure that the services comply with the agreed-upon specifications and legal requirements and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. Accordingly, these types of warranties are not considered to be separate performance obligations. Historically, warranty claims have not resulted in material costs incurred. Contract Estimates and Modifications Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of our contracts, we routinely review and update our contract-related estimates through a disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimated costs at completion. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and the associated changes in estimates of revenue and costs. Management must make assumptions and estimates regarding the availability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors, and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over-time using the cost-to-cost method. We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified. Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications when the modification results in the promise to deliver additional goods or services that are distinct and the increase in the price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification. We evaluate our contracts whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported on a gross or net basis. We determine the Company to be a principal if we control the specified service before that service is transferred to a customer. Contract Assets and Liabilities Billing practices are governed by each project's contract terms based upon costs incurred, achievement of the milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost-to-cost input method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of billings in excess of revenue recognized as well as deferred revenue. Contract assets also include retainage, which represents amounts withheld by our clients from billings according to provisions in the contracts and may not be paid to us until the completion of specific tasks or the completion of the project and, in some instances, for even longer periods. Our contract assets and liabilities are reported in a gross position on a contract-by-contract basis at the end of each reporting period. We include in current assets and liabilities contract assets and liabilities, which may extend beyond one year. Practical Expedients and Exemptions Upon the adoption of ASC 606, we adopted the practical expedient in which we do not adjust the contract price for the effects of a significant financing component if the company expects, at contract inception, that the period between when the company transfers a service to a customer and when the customer pays for that service will be one year or less. Impact of ASC 606 Adoption We recognized the cumulative effect of initially applying ASC 606 as an adjustment to retained earnings in the Consolidated Balance Sheet as of January 1, 2019 as follows: Balance at Adjustments due to Balance at December 31, 2018 ASC 606 January 1, 2019 Assets Trade accounts receivable, net $ 60,742 $ (405) $ 60,337 Contract assets 86,710 405 87,115 Deferred tax assets 2,747 117 2,864 Liabilities Deferred revenue — (475) (475) Equity Retained earnings (losses) $ 9,414 $ (358) $ 9,056 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 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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) . This ASU provides supplemental guidance and clarification to ASU No. 2020-04, and these updates must be adopted concurrently, cumulatively referred to as “Topic 848.” The amendments in Topic 848 are currently effective for all entities and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. The Company is still assessing the impact of Topic 848 on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the guidance on accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible debt with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock unless certain other conditions are met. Also, the ASU requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will no longer be available. This ASU will be effective for the Company for the fiscal year ending December 31, 2024, and interim periods therein, with early adoption permitted. The Company anticipates adopting ASU No. 2020-06 as of January 1, 2021 and expects the adoption will not have a significant impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment, Useful Life | Property and equipment are stated at cost. Construction-in-progress represents costs incurred on the construction of assets that have not been completed or placed in service as of the end of the year. We evaluate the long lived assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets as follows: Plant, machinery and equipment 2 - 15 years Vehicles 2 - 10 years Office equipment 2 - 10 years Buildings and leasehold improvements 5 - 40 years Capital lease assets 3 - 7 years |
Schedule of Finite Lived Intangible Assets, Estimated Useful Life | Definite-lived intangible assets include customer relationships, non-compete and other agreements, SCB trade name, and a rail easement. We evaluate the definite-lived intangible assets each reporting period to determine whether events and circumstances continue to support the asset's carrying value. These assets are amortized on a straight-line basis over their estimated useful lives as shown in the table below. Definite Lived Intangible Useful Life Customer relationships 10 years Non-compete agreement 2 years SCB trade name 3 years Rail easement 2 years |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | We recognized the cumulative effect of initially applying ASC 606 as an adjustment to retained earnings in the Consolidated Balance Sheet as of January 1, 2019 as follows: Balance at Adjustments due to Balance at December 31, 2018 ASC 606 January 1, 2019 Assets Trade accounts receivable, net $ 60,742 $ (405) $ 60,337 Contract assets 86,710 405 87,115 Deferred tax assets 2,747 117 2,864 Liabilities Deferred revenue — (475) (475) Equity Retained earnings (losses) $ 9,414 $ (358) $ 9,056 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Derecognized Assets and Liabilities | The Company derecognized the following assets and liabilities through this Allied Transaction: Restricted cash $ 240 Trade accounts receivable, net 25,752 Prepaid expenses and other current assets 1,453 Property and equipment, net 1,112 Goodwill (a) 12,020 Accounts payable (8,681) Accrued liabilities (26,367) Carrying value of Allied $ 5,529 (a) Goodwill was allocated to discontinued operations on a relative fair value basis. The assets and liabilities of Allied have been reflected as assets and liabilities of discontinued operations held for sale in the Consolidated Balance Sheet as of December 31, 2019. The assets and liabilities were as follows: December 31, 2019 Current assets: Cash $ 1 Restricted cash 215 Trade accounts receivable, net 13,244 Prepaid expenses and other current assets 1,470 Total current assets 14,930 Property and equipment, net 1,796 Goodwill (a) 12,020 Total assets $ 28,746 Current liabilities: Accounts payable 7,992 Accrued liabilities 19,694 Total current liabilities $ 27,686 (a) Goodwill was allocated to discontinued operations on a relative fair value basis. |
Schedule of Discontinued Operations On Our Consolidated & Combined Statements of Operations | The following amounts related to discontinued operation were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in our Consolidated & Combined Statements of Operations: Year Ended December 31, 2020 2019 2018 Revenue $ 314,251 $ 310,207 $ 339,575 Cost of sales 295,423 291,106 322,888 Gross profit 18,828 19,101 16,687 General and administrative expenses 7,106 9,785 41,460 Operating income (loss) 11,722 9,316 (24,773) Interest expense, net (b) (2,745) (2,211) (1,944) Income (loss) from discontinued operations before income taxes 8,977 7,105 (26,717) Income tax expense (benefit) 94 — (6,449) Income (loss) from discontinued operations $ 8,883 $ 7,105 $ (20,268) (b) Interest expense was allocated to discontinued operations due to the requirement in Amendment No. 4 to Credit Agreement that cash generated from the Allied Transaction was used to reduce our debt balances. |
Schedule of Cash and Cash Equivalents | The following table provides supplemental cash, cash equivalent and restricted cash information related to discontinued operations: Year Ended December 31, 2020 2019 2018 Cash and cash equivalents: Cash, cash equivalents and restricted cash - continuing operations $ 29,211 $ 5,912 $ 560 Cash, cash equivalents and restricted cash - discontinued operations — 216 6,340 Total cash and cash equivalents $ 29,211 $ 6,128 $ 6,900 |
Schedule of Depreciation and Amortization, Capital Expenditures and Significant Operating Noncash Items | The depreciation and amortization, capital expenditures and significant operating noncash items of Allied were as follows: Year Ended December 31, 2020 2019 2018 Cash flows from discontinued operating activities: Depreciation and amortization $ 755 $ 591 $ 76 Loss on disposal of fixed assets 22 — — Non-cash shared-based compensation 145 99 2,656 Cash flows from discontinued investing activities: Purchase of property and equipment $ 93 $ 1,412 $ 970 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of 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. Year Ended December 31, 2020 2019 2018 Product sales $ 84,625 $ 97,814 $ 80,851 Construction contracts 80,805 80,968 255,410 Services 66,947 65,879 64,626 Total revenue $ 232,377 $ 244,661 $ 400,887 Year Ended December 31, 2020 2019 2018 United States $ 231,032 $ 244,661 $ 400,887 Foreign 1,345 — — Total revenue $ 232,377 $ 244,661 $ 400,887 |
Balance Sheet Items (Tables)
Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Changes in the Allowance for Doubtful Accounts | The following table presents the changes in the allowance for doubtful accounts: December 31, 2020 2019 Balance, beginning of period $ 146 $ — Add: provision 354 146 Less: deductions and other adjustments (33) — Balance, end of period $ 467 $ 146 |
Schedule of Property and Equipment, Net | The following table shows the components of property and equipment, net: December 31, 2020 2019 Plant, machinery and equipment $ 68,308 $ 75,284 Structural fill site improvements 55,760 55,760 Vehicles 12,824 19,163 Office equipment 582 570 Buildings and leasehold improvements 262 262 Structural fill sites 432 7,110 Capital lease assets 6,627 — Construction in progress 1,961 12,324 Total property and equipment $ 146,756 $ 170,473 Less: accumulated depreciation (97,286) (86,975) Property and equipment, net $ 49,470 $ 83,498 |
Schedule of Bargain Purchase Liability | The following table reflects activity related to the bargain purchase liability: December 31, 2020 2019 Balance, beginning of period $ 7,110 $ 10,017 Amortization expense (7,110) (2,907) Balance, end of period $ — $ 7,110 |
Schedule of Other Accrued Liabilities | The following table shows the components of accrued liabilities: December 31, 2020 2019 Accrued expenses $ 19,323 $ 12,280 Accrued working capital adjustment for the Allied Transaction 6,954 — Accrued payroll and bonuses 7,227 1,755 Accrued preferred stock dividends 1,356 — Accrued interest 77 1,761 Accrued liabilities $ 34,937 $ 15,796 |
Schedule of Changes in the Contingent Payments for Acquisitions | The following table presents the changes in the contingent payments for acquisitions: December 31, 2020 2019 Balance, beginning of period $ 11,481 $ 11,214 Add: interest accreted on contingent payments for acquisition 171 267 Less: gain on change in contingent payment liability (9,702) — Balance, end of period $ 1,950 $ 11,481 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table sets forth the summarized balance sheet information of our equity method investment entity as of: December 31, 2020 2019 Current assets $ 1,812 $ 2,482 Noncurrent assets 282 395 Total assets $ 2,094 $ 2,877 Current liabilities 432 321 Equity of Charah 831 5,078 Equity of joint venture partner 831 (2,522) Total liabilities and members’ equity $ 2,094 $ 2,877 Summarized financial performance of our equity method investment entity is as follows: Year Ended December 31, 2020 2019 2018 Operating Data Revenue $ 6,012 $ 9,354 $ 11,076 Net income $ 2,569 $ 4,590 $ 4,813 The Company’s share of net income $ 1,284 $ 2,295 $ 2,407 The following table reflects our proportional ownership activity in our investment account: Year Ended December 31, 2020 2019 2018 Opening balance $ 5,078 $ 5,060 $ 5,006 Distributions (1,731) (2,277) (2,353) Share of net income 1,284 2,295 2,407 Impairment (3,800) — — Closing balance $ 831 $ 5,078 $ 5,060 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Sensitivity Analysis Of Impact To Estimated Fair Values | The table below provides, in isolation, the estimated fair value impacts related to (i) a 75-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 +75 bps Discount Rate -75 bps Growth Rate Estimated fair value impacts 9.3 % 9.2 % |
Schedule of Intangible Assets and Goodwill | The Company’s intangible assets consist of the following as of: December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount Definite-lived intangibles Customer relationships $ 78,942 $ (30,832) $ 48,110 $ 78,942 $ (22,938) $ 56,004 Technology 2,003 (2,003) — 2,003 (351) 1,652 Non-compete and other agreements 289 (289) — 289 (253) 36 SCB trade name 694 (694) — 694 (243) 451 Rail easement 110 (110) — 110 (110) — Total $ 82,038 $ (33,928) $ 48,110 $ 82,038 $ (23,895) $ 58,143 Indefinite-lived intangibles Charah trade name 34,330 21,014 13,316 34,330 — 34,330 Total $ 61,426 $ 92,473 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2020, the total estimated amortization expense of the Company’s definite-lived intangible assets for each of the next five years and thereafter is as follows: For the Year Ending December 31, 2021 $ 7,894 2022 7,894 2023 7,894 2024 7,894 2025 7,894 Thereafter 8,640 Total $ 48,110 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the significant components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of December 31, 2020 and 2019: December 31, 2020 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 $2,162 as of December 31, 2020. $ 2,871 $ 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 $7,745 as of December 31, 2020. 8,446 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 $2,976 as of December 31, 2020. 3,490 4,333 Various equipment notes entered in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August and September 2025. The notes are secured by equipment with a net book value of $2,237 as of December 31, 2020. 2,011 — In June 2018, the Company entered into a $12,000 convertible non-revolving credit note with a bank. The credit note converted to a term loan on April 10, 2019 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 was repaid in November, 2020. — 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 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, maturing in February and March 2021. 453 — 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 $4,333 as of December 31, 2020. 5,791 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 $1,280 monthly from January 2021 through December 2021, and $1,500 monthly thereafter. The Delayed Draw Term Loan was repaid in November 2020 with proceeds from the Allied Transaction. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants. 125,239 152,188 Total 148,301 189,012 Less debt issuance costs (1,024) (3,441) 147,277 185,571 Less current maturities (22,308) (34,873) Notes payable due after one year $ 124,969 $ 150,698 |
Schedule of Maturities of Long-term Debt | Future maturities of notes payable at December 31 are as follows: For the Year Ending December 31, 2021 $ 22,308 2022 116,711 2023 5,648 2024 2,927 2025 707 Thereafter — Total $ 148,301 |
Sale-leaseback Transaction (Tab
Sale-leaseback Transaction (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Capital Leased Assets | The Company's depreciation of capital lease assets is included with depreciation expense disclosed in Note 5, Balance Sheet Items. The following table shows the components of capital lease assets, net: December 31, 2020 2019 Capital lease assets $ 6,627 $ — Less: accumulated depreciation (368) — Capital lease assets, net $ 6,259 $ — |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments are as follows: For the Year Ending December 31, 2021 $ 2,594 2022 2,594 2023 2,197 7,385 Amount representing interest 701 Present value of lease payments $ 6,684 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Asset and Liabilities | Our contract assets are as follows: December 31, 2020 2019 Costs and estimated earnings in excess of billings $ 12,196 $ 19,256 Retainage 6,133 1,385 Total contract assets $ 18,329 $ 20,641 Our contract liabilities are as follows: December 31, 2020 2019 Deferred revenue $ 128 $ 505 Billings in excess of costs and estimated earnings 6,167 77 Total contract liabilities $ 6,295 $ 582 |
Costs in Excess of Billings and Billings in Excess of Costs | osts and estimated earnings on uncompleted contracts as of: December 31, 2020 2019 Costs incurred on uncompleted contracts $ 123,339 $ 65,343 Estimated earnings 18,425 9,618 Total costs and earnings 141,764 74,961 Less billings to date (135,735) (55,782) Costs and estimated earnings in excess of billings $ 6,029 $ 19,179 The net balance in process is classified on the Consolidated Balance Sheets as of: December 31, 2020 2019 Costs and estimated earnings in excess of billings $ 12,196 $ 19,256 Billings in excess of costs and estimated earnings (6,167) (77) Net balance in process $ 6,029 $ 19,179 |
Stock_Unit Based Compensation (
Stock/Unit Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s non-vested share activity for the year ended December 31, 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 (141) 5.88 (76) 4.17 (217) 5.28 Vested (540) 4.46 — — (540) 4.46 Balance as of December 31, 2020 981 $ 5.08 453 $ 4.02 1,434 $ 4.74 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 December 31, 2020 0.79 $ 2,817 1.68 $ 1,299 1.07 $ 4,116 |
Multiemployer Pension Plan (Tab
Multiemployer Pension Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Multiemployer Plans | The primary multiemployer plan to which AMS made contributions for the year ended December 31, 2020, 2019 and 2018 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act zone status available in 2020 is for the respective multiemployer plan’s year-end within those years, unless otherwise noted. The zone status is based on information that AMS received from the multiemployer plans and is certified by the respective multiemployer plan’s actuary. Among other factors, multiemployer plans in the red zone (critical) are generally less than 65% funded, multiemployer plans in the yellow zone (endangered) are less than 80% funded, and multiemployer plans in the green zone (neither critical and declining, critical, or endangered) are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates multiemployer plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the multiemployer plans are subject. Year ended December 31, 2020 Year ended December 31, 2019 Year ended December 31, 2018 Pension Fund EIN/Pension Pension Protection FIP/RP Status Contributions Contributions Contributions Surcharge Expiration Central states, southeast and southwest areas pension plan 36-6044243 Red - Critical and declining Progress under FIP or RP $ 55 $ 47 $ 34 No Continuous with notice period by either party Operating Engineers Local 324 Pension Fund 38-1900637 Red - Critical Progress under FIP or RP $ 27 $ — $ — Yes 2021 Employer Teamsters Locals 175 & 505 pension trust fund 55-6021850 Red - Critical Progress under FIP or RP $ 74 $ 112 $ 92 Yes 2021 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) Attributable to Continuing Operations | The total income tax (benefit) expense on (loss) income before income taxes was allocated as follows: Year Ended December 31, 2020 2019 2018 Continuing operations $ (914) $ 4,190 $ 4,022 Discontinued operations 94 — (6,449) Total $ (820) $ 4,190 $ (2,427) The components of the provision for income taxes attributable to continuing operations for the year ended December 31, 2020, 2019, and 2018 is as follows: Year Ended December 31, 2020 2019 2018 Current income tax (benefit) expense: Federal $ — $ — $ 2,176 State (80) (169) 1,163 (80) (169) 3,339 Deferred income tax (benefit) expense: Federal (843) 2,389 1,747 State 9 1,970 (1,064) (834) 4,359 683 Total income tax (benefit) expense $ (914) $ 4,190 $ 4,022 |
Schedule of Effective Income Tax Rate Reconciliation | The items accounting for differences between income taxes computed at the federal statutory rate and the (benefit) provision recorded for income taxes for continuing operations were as follows: Year Ended December 31, 2020 2019 2018 Income tax (benefit) expense at the federal statutory rate (21%) $ (13,537) $ (8,849) $ 3,754 State income tax (benefit) expense, net of federal tax benefit (70) 1,180 109 Income tax expense upon conversion to corporation — — 2,463 Non-controlling interest (251) (595) (522) Stock compensation 277 78 201 Income before conversion — — (2,091) Valuation allowance 12,328 12,190 — Permanent items 339 186 108 Total income tax (benefit) expense $ (914) $ 4,190 $ 4,022 |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: As of December 31, 2020 2019 Deferred tax assets: Loss carryovers $ 5,505 $ 13,780 Intangible assets 4,315 — Other accrued expenses and reserves 3,987 3,329 Loan modification costs 1,828 460 Capital lease 1,646 — Deferred asset sale 1,440 — Accrued bonus 1,278 722 Asset retirement obligation 1,253 3,810 Purchase option liability — 1,790 Deferred tax assets 21,252 23,891 Valuation allowance (17,158) (12,908) Net deferred tax asset 4,094 10,983 Deferred tax liabilities: Fixed assets, including land 4,345 10,434 Intangible assets — 1,492 Prepaid expenses 117 549 Deferred tax liabilities 4,462 12,475 Net deferred tax liability $ 368 $ 1,492 |
Summary of Valuation Allowance | The change in the valuation allowance for deferred tax assets is as follows: As of December 31, 2020 2019 Beginning balance $ (12,908) $ — Current additions recorded in income tax (benefit) or expense (14,204) (12,908) Current reductions recorded in income tax (benefit) or expense 3,264 — Other adjustments 6,690 — Ending balance $ (17,158) $ (12,908) |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments are as follows: For the Years Ending December 31, Operating Leases 2021 $ 9,128 2022 8,032 2023 7,337 2024 4,009 2025 1,204 Thereafter 643 Total $ 30,353 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | Basic and diluted loss per share is determined using the following information: Year Ended December 31, 2020 2019 2018 Numerator: Net (loss) income from continuing operations $ (64,746) $ (49,163) $ 11,366 Deemed and imputed dividends on Series A Preferred Stock (461) — — Series A Preferred Stock dividends (4,064) — — Net (loss) income from continuing operations attributable to common stockholders (69,271) (49,163) 11,366 Net income (loss) from discontinued operations 8,883 7,105 (20,268) Net loss attributable to common stockholders $ (60,388) $ (42,058) $ (8,902) Denominator: Weighted average shares outstanding 29,897 29,495 26,610 Dilutive share-based awards — — 1,020 Total weighted average shares outstanding, including dilutive shares 29,897 29,495 27,630 Net (loss) income from continuing operations per common share Basic $ (2.32) $ (1.67) $ 0.43 Diluted $ (2.32) $ (1.67) $ 0.41 Net income (loss) from discontinued operations per common share Basic $ 0.30 $ 0.24 $ (0.76) Diluted $ 0.30 $ 0.24 $ (0.73) Net loss attributable to common stockholders per common share Basic $ (2.02) $ (1.43) $ (0.33) Diluted $ (2.02) $ (1.43) $ (0.32) A summary of securities excluded from the computation of diluted earnings per share is presented below: Year Ended December 31, 2020 2019 Diluted earnings per share: Anti-dilutive restricted and performance stock units 1,510 1,329 Anti-dilutive Series A Preferred Stock convertible into common stock 7,740 — Potentially dilutive securities, excluded as anti-dilutive 9,250 1,329 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table summarizes the unaudited quarterly results of operations for the year ended December 31, 2020 and 2019: First Quarter Second Quarter Third Quarter (a) Fourth Quarter (b) 2020 Revenue $ 51,277 $ 52,304 $ 63,116 $ 65,680 Operating loss (5,773) (3,451) (108) (30,237) Loss from continuing operations, net of tax and non-controlling interest (17,293) (7,313) (4,335) (35,805) Deemed and imputed dividends on Series A Preferred Stock — (167) (147) (147) Series A Preferred Stock dividends (111) (858) (877) (2,218) Net loss from continuing operations attributable to common stockholders (17,404) (8,338) (5,359) (38,170) Income from discontinued operations, net of tax 3,043 3,777 119 1,944 Net loss attributable to common stockholders (14,361) (4,561) (5,240) (36,226) Net loss from continuing operations per common share Basic $ (0.59) $ (0.28) $ (0.18) $ (1.27) Diluted $ (0.59) $ (0.28) $ (0.18) $ (1.27) Net income from discontinued operations per common share Basic $ 0.10 $ 0.13 $ — $ 0.06 Diluted $ 0.10 $ 0.13 $ — $ 0.06 Net loss attributable to common stockholders per common share Basic $ (0.48) $ (0.15) $ (0.17) $ (1.21) Diluted $ (0.48) $ (0.15) $ (0.17) $ (1.21) First Quarter Second Quarter Third Quarter Fourth Quarter (c) 2019 Revenue $ 73,144 $ 53,010 $ 63,553 $ 54,954 Operating loss (2,823) (19,964) (2,751) (4,272) Loss from continuing operations, net of tax and non-controlling interest (6,483) (17,973) (5,274) (19,433) Income (loss) from discontinued operations, net of tax 3,664 (53) 1,961 1,533 Net loss attributable to common stockholders (2,819) (18,026) (3,313) (17,900) Net loss from continuing operations per common share Basic $ (0.22) $ (0.61) $ (0.18) $ (0.66) Diluted $ (0.22) $ (0.61) $ (0.18) $ (0.66) Net income from discontinued operations per common share Basic $ 0.13 $ — $ 0.07 $ 0.05 Diluted $ 0.13 $ — $ 0.07 $ 0.05 Net loss attributable to common stockholders per common share Basic $ (0.10) $ (0.61) $ (0.11) $ (0.60) Diluted $ (0.10) $ (0.61) $ (0.11) $ (0.60) (a) Third quarter of 2020 includes a $6,399 impairment of a structural fill asset and a $7,110 reduction in general and administrative expenses from the expiration of a purchase option liability. (b) Fourth quarter of 2020 includes a $35,415 impairment of tangible, intangible assets and equity method investments and a $9,702 gain on change in contingent payment liability. (c) Fourth quarter of 2019 includes a $12,908 valuation allowance recorded against deferred tax assets. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - (Details) $ in Thousands | Jun. 18, 2018shares | Dec. 31, 2019segment | Nov. 19, 2020USD ($) | Mar. 07, 2020USD ($) | Jan. 13, 2017 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
BCP acquired equity position | 76.00% | ||||
Number of Reporting Units | segment | 2 | ||||
Number of Operating Segments | segment | 2 | ||||
Number of segments | segment | 2 | ||||
Discontinued Operations, Disposed of by Sale | Allied Transaction | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Consideration | $ | $ 40,000 | ||||
Pandemic, COVID-19 | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Employer payroll taxes | $ | $ 1,637 | ||||
BCP | Common Stock | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Equity interest contributed in exchange for shares of stock (in shares) | 17,514,745 | ||||
CEP Holdings, Inc. | Common Stock | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Equity interest contributed in exchange for shares of stock (in shares) | 4,605,465 | ||||
Equity of Charah | Common Stock | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Equity interest contributed in exchange for shares of stock (in shares) | 907,113 | ||||
Allied Management Holdings, LLC | Common Stock | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Equity interest contributed in exchange for shares of stock (in shares) | 409,075 | ||||
Charah Management LLC | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
BCP acquired equity position | 76.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 4,424 | $ 1,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Trade Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 467 | $ 146 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) $ in Thousands, T in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)T | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Structural fill site, required period to maintain and monitor | 30 years | ||
Depreciation | $ 17,659 | $ 17,353 | $ 49,155 |
Structural capacity, percent | 41.00% | ||
Plant, machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Plant, machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Vehicles | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Vehicles | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years | ||
Office equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Office equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years | ||
Buildings and leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years | ||
Buildings and leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 40 years | ||
capital lease | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
capital lease | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Structural fill sites | |||
Property, Plant and Equipment [Line Items] | |||
Structural fill site costs, inflation rate | 3.00% | 3.00% | 3.00% |
Asset retirement obligation, weighted average rate | 5.25% | 5.25% | |
Depreciation | $ 0 | $ 4,190 | $ 33,956 |
Structural capacity | T | 5 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Equity Method Investment (Details) | Jan. 31, 2016 |
Unrelated Third Party, Joint Venture | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity method investment, ownership percentage | 50.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Non-compete agreement | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 2 years |
SCB trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Rail easement | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 2 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 18, 2018 |
Accounting Policies [Abstract] | |||
Deferred tax liabilities | $ 368 | $ 1,492 | $ 1,508 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Impact of ASC 606 Adoption (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets | ||||
Trade accounts receivable, net | $ 46,609 | $ 37,325 | $ 60,337 | |
Contract assets | 18,329 | 20,641 | 87,115 | |
Deferred tax assets | 2,864 | |||
Liabilities | ||||
Deferred revenue | (128) | (505) | (475) | |
Equity | ||||
Retained earnings (losses) | $ (88,865) | $ (33,002) | 9,056 | |
Adoption of ASC 606 | ||||
Assets | ||||
Trade accounts receivable, net | $ 60,742 | |||
Contract assets | 86,710 | |||
Deferred tax assets | 2,747 | |||
Liabilities | ||||
Deferred revenue | 0 | |||
Equity | ||||
Retained earnings (losses) | $ 9,414 | |||
Effect of Change | Accounting Standards Update 2014-09 | ||||
Assets | ||||
Trade accounts receivable, net | (405) | |||
Contract assets | 405 | |||
Deferred tax assets | 117 | |||
Liabilities | ||||
Deferred revenue | (475) | |||
Equity | ||||
Retained earnings (losses) | $ (358) |
Discontinued Operations - Narra
Discontinued Operations - Narratives (Details) - USD ($) $ in Thousands | Nov. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Contribution from sale of subsidiary to entity under common control | $ 25,506 | |||
Proceeds from the sale of subsidiary, net of subsidiary cash | 37,860 | $ 0 | $ 0 | |
Discontinued Operations, Disposed of by Sale | Allied Transaction | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | $ 40,000 | |||
Contribution from sale of subsidiary to entity under common control | 25,506 | |||
Proceeds from the sale of subsidiary, net of subsidiary cash | 37,860 | |||
Discontinued operation transaction costs | 1,900 | |||
Restricted cash | $ 240 | 240 | $ 215 | |
Liabilities assumed | 3,500 | |||
Adjustments to additional paid in capital other | 301 | |||
Accrued on working capital adjustments | 6,954 | |||
Other transaction costs | $ 413 |
Discontinued Operations - Derec
Discontinued Operations - Derecognized Assets and Liabilities (Details) - Discontinued Operations, Disposed of by Sale - Allied Transaction - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 19, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restricted cash | $ 240 | $ 240 | $ 215 |
Trade accounts receivable, net | 25,752 | 13,244 | |
Prepaid expenses and other current assets | 1,453 | 1,470 | |
Property and equipment, net | 1,112 | 1,796 | |
Goodwill | 12,020 | 12,020 | |
Accounts payable | (8,681) | (7,992) | |
Accrued liabilities | (26,367) | $ (19,694) | |
Carrying value of Allied | $ 5,529 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities Held for Sale in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 19, 2020 | Dec. 31, 2019 |
Current assets: | |||
Total assets | $ 0 | $ 13,816 | |
Current liabilities: | |||
Total current liabilities | 0 | 27,686 | |
Discontinued Operations, Disposed of by Sale | Allied Transaction | |||
Current assets: | |||
Cash, cash equivalents and restricted cash - discontinued operations | 1 | ||
Restricted cash | $ 240 | $ 240 | 215 |
Trade accounts receivable, net | 25,752 | 13,244 | |
Prepaid expenses and other current assets | 1,453 | 1,470 | |
Total current assets | 14,930 | ||
Property and equipment, net | 1,112 | 1,796 | |
Goodwill to discontinued operation | 12,020 | 12,020 | |
Total assets | 28,746 | ||
Current liabilities: | |||
Accounts payable | 8,681 | 7,992 | |
Accrued liabilities | $ 26,367 | 19,694 | |
Total current liabilities | $ 27,686 |
Discontinued Operations - Conti
Discontinued Operations - Continuing Operations and Discontinued Operations in Our Consolidated & Combined Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Income tax expense (benefit) | $ 94 | $ 0 | $ (6,449) | ||||||||
Income (loss) from discontinued operations | $ 1,944 | $ 119 | $ 3,777 | $ 3,043 | $ 1,533 | $ 1,961 | $ (53) | $ 3,664 | 8,883 | 7,105 | (20,268) |
Discontinued Operations, Disposed of by Sale | Allied Transaction | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenue | 314,251 | 310,207 | 339,575 | ||||||||
Cost of sales | 295,423 | 291,106 | 322,888 | ||||||||
Gross profit | 18,828 | 19,101 | 16,687 | ||||||||
General and administrative expenses | 7,106 | 9,785 | 41,460 | ||||||||
Operating (loss) income | 11,722 | 9,316 | (24,773) | ||||||||
Interest expense, net | (2,745) | (2,211) | (1,944) | ||||||||
Income (loss) from discontinued operations before income taxes | 8,977 | 7,105 | (26,717) | ||||||||
Income tax expense (benefit) | 94 | 0 | (6,449) | ||||||||
Income (loss) from discontinued operations | $ 8,883 | $ 7,105 | $ (20,268) |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash, Cash Equivalent and Restricted Cash Information Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents: | ||||
Cash, cash equivalents and restricted cash - continuing operations | $ 29,211 | $ 5,912 | $ 560 | |
Cash, cash equivalents and restricted cash - discontinued operations | 0 | 216 | 6,340 | |
Total cash and cash equivalents | $ 29,211 | $ 6,128 | $ 6,900 | $ 32,264 |
Discontinued Operations - Depre
Discontinued Operations - Depreciation and Amortization, Capital Expenditures and Significant Operating Noncash Items (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from discontinued operating activities: | |||
Non-cash share-based compensation | $ 2,539 | $ 2,513 | $ 4,127 |
Discontinued Operations, Disposed of by Sale | Allied Transaction | |||
Cash flows from discontinued operating activities: | |||
Depreciation and amortization | 755 | 591 | 76 |
Loss on sale of assets | 22 | 0 | 0 |
Non-cash share-based compensation | 145 | 99 | 2,656 |
Cash flows from discontinued investing activities: | |||
Purchases of property and equipment | $ 93 | $ 1,412 | $ 970 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 65,680 | $ 63,116 | $ 52,304 | $ 51,277 | $ 54,954 | $ 63,553 | $ 53,010 | $ 73,144 | $ 232,377 | $ 244,661 | $ 400,887 |
Unapproved change orders | $ 193 | 193 | |||||||||
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 231,032 | 244,661 | 400,887 | ||||||||
Foreign | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 1,345 | 0 | 0 | ||||||||
Product sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 84,625 | 97,814 | 80,851 | ||||||||
Construction contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | 80,805 | 80,968 | 255,410 | ||||||||
Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue | $ 66,947 | $ 65,879 | $ 64,626 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 140,240 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 49.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 17.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 10.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 23.00% |
Balance Sheet Items - Allowance
Balance Sheet Items - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance, beginning of period | $ 146 | $ 0 |
Add: provision | 354 | 146 |
Less: deductions and other adjustments | (33) | 0 |
Balance, end of period | $ 467 | $ 146 |
Balance Sheet Items - Schedule
Balance Sheet Items - Schedule of Property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 146,756 | $ 170,473 |
Capital lease assets | 6,627 | 0 |
Less: accumulated depreciation | (97,286) | (86,975) |
Property and equipment, net | 49,470 | 83,498 |
Plant, machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 68,308 | 75,284 |
Structural fill site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 55,760 | 55,760 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,824 | 19,163 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 582 | 570 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 262 | 262 |
Structural fill sites | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 432 | 7,110 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,961 | $ 12,324 |
Balance Sheet Items - Narrative
Balance Sheet Items - Narratives (Details) - USD ($) $ in Thousands | Mar. 30, 2018 | Nov. 30, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 13, 2017 |
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation | $ 17,659 | $ 17,353 | $ 49,155 | |||||
BCP acquired equity position | 76.00% | |||||||
Depreciation expense | 941 | |||||||
Impairment of long-lived assets | 6,399 | |||||||
Long-lived assets impaired, fair value | $ 711 | 711 | ||||||
Impairment expense | 35,415 | $ 6,399 | 40,772 | 0 | 0 | |||
Total property and equipment | 146,756 | 146,756 | 170,473 | |||||
Inventory impairment on remaining fair value | 1,090 | |||||||
Asset retirement obligation, accrued | 5,159 | 5,159 | 15,131 | 26,065 | ||||
Revision in estimate | 2,127 | 2,127 | (314) | |||||
Asset retirement obligation, period decrease | 279 | |||||||
Costs incurred, asset retirement obligation incurred | 1,848 | |||||||
Reduction in purchase price to be paid over time | (9,702) | 9,702 | 0 | $ 0 | ||||
Contingent payments for acquisitions | 1,950 | 1,950 | 11,481 | |||||
Cost of Sales | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment expense | 2,757 | |||||||
Construction in progress | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment expense | 9,150 | |||||||
Total property and equipment | $ 1,961 | $ 1,961 | $ 12,324 | |||||
SBC Materials International, Inc. | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Purchase price | $ 35 | |||||||
Payment at closing | 20 | |||||||
Additional payment to be paid based on certain performance metrics | $ 15 | $ 15 | ||||||
Reduction in purchase price to be paid over time | $ 3,300 |
Balance Sheet Items - Schedul_2
Balance Sheet Items - Schedule of Bargain Purchase Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance, beginning of period | $ 7,110 | $ 10,017 |
Amortization expense | (7,110) | (2,907) |
Balance, end of period | $ 0 | $ 7,110 |
Balance Sheet Items - Schedul_3
Balance Sheet Items - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 19,323 | $ 12,280 |
Accrued working capital adjustment for the Allied Transaction | 6,954 | 0 |
Accrued payroll and bonuses | 7,227 | 1,755 |
Accrued preferred stock dividends | 1,356 | 0 |
Accrued interest | 77 | 1,761 |
Accrued liabilities | $ 34,937 | $ 15,796 |
Balance Sheet Items - Asset Ret
Balance Sheet Items - Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance, beginning of period | $ 15,131 | $ 26,065 | |
Liabilities incurred | 0 | 1,017 | |
Liabilities settled | (8,413) | (13,391) | |
Accretion | 568 | 1,126 | |
Revision in estimate | $ 2,127 | 2,127 | (314) |
Balance, end of period | 5,159 | 5,159 | 15,131 |
Less: current portion | (2,043) | (2,043) | (9,944) |
Non-current portion | $ 3,116 | $ 3,116 | $ 5,187 |
Balance Sheet Items - Schedul_4
Balance Sheet Items - Schedule of Changes in the Contingent Payments for Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Balance, beginning of period | $ 11,481 | $ 11,214 | ||
Add: interest accreted on contingent payments for acquisition | 171 | 267 | ||
Less: gain on change in contingent payment liability | $ 9,702 | (9,702) | 0 | $ 0 |
Balance, end of period | $ 1,950 | $ 1,950 | $ 11,481 | $ 11,214 |
Equity Method Investments - Sum
Equity Method Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||
Receivable due from equity method investment | $ 182 | $ 96 | ||
Current assets | 105,795 | 98,510 | ||
Total assets | 280,960 | 355,756 | ||
Current liabilities | 84,330 | 114,625 | ||
Total liabilities and members’ equity | 20,316 | 53,273 | $ 93,390 | $ 48,319 |
Net income | (54,665) | (39,224) | (6,416) | |
The Company’s share of net income | (2,516) | 2,295 | 2,407 | |
Equity method investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | 1,812 | 2,482 | ||
Noncurrent assets | 282 | 395 | ||
Total assets | 2,094 | 2,877 | ||
Current liabilities | 432 | 321 | ||
Total liabilities and members’ equity | 2,094 | 2,877 | ||
Revenue | 6,012 | 9,354 | 11,076 | |
Net income | 2,569 | 4,590 | 4,813 | |
The Company’s share of net income | 1,284 | 2,295 | $ 2,407 | |
Equity of Charah | Equity method investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total liabilities and members’ equity | 831 | 5,078 | ||
Equity of joint venture partner | Equity method investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total liabilities and members’ equity | $ 831 | $ (2,522) |
Equity Method Investments - Own
Equity Method Investments - Ownership (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Method Investment, Proportional Ownership Activity [Roll Forward] | |||
Opening balance | $ 5,078 | $ 5,060 | $ 5,006 |
Distributions | (1,731) | (2,277) | (2,353) |
Income (Loss) From Equity Method Investments, Net Of Impairment | 1,284 | ||
Share of net income | (2,516) | 2,295 | 2,407 |
Impairment | (3,800) | 0 | 0 |
Closing balance | $ 831 | $ 5,078 | $ 5,060 |
Distributions to Stockholders_2
Distributions to Stockholders, Receivable from Affiliates, and Related Party Transactions - Narratives (Details) - USD ($) shares in Thousands | Jun. 18, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Cash distributions paid | $ 686,000 | ||||
Receivable from affiliates | $ 182,000 | $ 390,000 | |||
Receivable from related parties | 182,000 | 96,000 | |||
Rent expense, net | $ 19,406,000 | 18,613,000 | $ 5,981,000 | ||
Sale of preferred stock (in shares) | 26 | ||||
Stockholders and Members | |||||
Related Party Transaction [Line Items] | |||||
Receivable from affiliates | $ 0 | 294,000 | |||
Affiliated Entity | BCP | |||||
Related Party Transaction [Line Items] | |||||
Sale of preferred stock (in shares) | 26 | ||||
Affiliated Entity | Construction Services | BCP | Brown & Root Industrial Services, LLC | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | ||||
Affiliated Entity | ATC Group Services, LLC | Environmental Consulting and Engineering Services | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 288,000 | 184,000 | 0 | ||
Receivable from related parties | 0 | 0 | |||
Payable to related parties | 29,000 | 62,000 | |||
Affiliated Entity | Brown & Root Industrial Services, LLC | Construction Services | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 0 | 1,565,000 | 19,401,000 | ||
Receivable from related parties | 0 | 0 | |||
Payable to related parties | 0 | 254,000 | |||
Affiliated Entity | Price Real Estate, LLC | Corporate Office, Housing at Work Sites and Condo Rental | |||||
Related Party Transaction [Line Items] | |||||
Payable to related parties | 0 | 2,000 | |||
Rent expense, net | 0 | 391,000 | 459,000 | ||
Affiliated Entity | PriceFlight, LLC | Flight Services | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 0 | $ 85,000 | $ 1,208,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2020 | Nov. 19, 2020 | Oct. 01, 2020 | |
Goodwill [Line Items] | ||||||
Goodwill | $ 62,193 | $ 62,193 | ||||
Amortization of intangible assets | 8,582 | 8,400 | $ 8,304 | |||
Impairment of Intangible Assets, Finite-lived | 1,452 | |||||
Charah Trade Name | ||||||
Goodwill [Line Items] | ||||||
Impairment of intangible assets | $ 21,014 | |||||
Discontinued Operations, Disposed of by Sale | Allied Transaction | ||||||
Goodwill [Line Items] | ||||||
Goodwill to discontinued operation | $ 12,020 | $ 12,020 | ||||
ES | ||||||
Goodwill [Line Items] | ||||||
Percentage of fair value in excess of carrying amount | 15.10% | |||||
M&TS | ||||||
Goodwill [Line Items] | ||||||
Percentage of fair value in excess of carrying amount | 7.20% | |||||
Allied Transaction | ||||||
Goodwill [Line Items] | ||||||
Percentage of fair value in excess of carrying amount | 7.30% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Sensitivity Analysis Of Impact To Estimated Fair Values (Details) - ES | 12 Months Ended |
Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |
Basis point increase to discount rate assumption | 0.75% |
Basis point decrease to short term revenue and residual growth rates assumption | 0.75% |
+75 bps Discount Rate | Measurement Input, Discount Rate | |
Finite-Lived Intangible Assets [Line Items] | |
Approximate percent decrease in estimated fair value | 9.30% |
-75 bps Growth Rate | Measurement Input, Discount Rate | |
Finite-Lived Intangible Assets [Line Items] | |
Approximate percent decrease in estimated fair value | 9.20% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 82,038 | $ 82,038 |
Accumulated Amortization and Impairment | (33,928) | (23,895) |
Total | 48,110 | 58,143 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 61,426 | 92,473 |
Charah Trade Name | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,330 | |
Accumulated Amortization and Impairment | 21,014 | |
Net Carrying Amount | 13,316 | 34,330 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 78,942 | 78,942 |
Accumulated Amortization and Impairment | (30,832) | (22,938) |
Total | 48,110 | 56,004 |
Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,003 | 2,003 |
Accumulated Amortization and Impairment | (2,003) | (351) |
Total | 0 | 1,652 |
Non-compete and other agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 289 | 289 |
Accumulated Amortization and Impairment | (289) | (253) |
Total | 0 | 36 |
SCB trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 694 | 694 |
Accumulated Amortization and Impairment | (694) | (243) |
Total | 0 | 451 |
Other - Rail easement | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 110 | 110 |
Accumulated Amortization and Impairment | (110) | (110) |
Total | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Definite-Lived Intangible Assets Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 7,894 | |
2022 | 7,894 | |
2023 | 7,894 | |
2024 | 7,894 | |
2025 | 7,894 | |
Thereafter | 8,640 | |
Total | $ 48,110 | $ 58,143 |
Credit Agreement (Details)
Credit Agreement (Details) | Aug. 13, 2019USD ($)payment | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020 | Aug. 16, 2020 | Jun. 30, 2020 | Dec. 31, 2019USD ($) | Oct. 15, 2019 | Sep. 13, 2019USD ($) | Jun. 30, 2019 | Sep. 21, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Line of credit | $ 12,003,000 | $ 19,000,000 | ||||||||||
Long-term debt | 147,277,000 | $ 185,571,000 | ||||||||||
Amendment No. 3 to Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs, gross | 1,623,000 | |||||||||||
Amendment No. 4 to Credit Agreement | As of December 31, 2021 and thereafter | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 3.50 | |||||||||||
Amendment No. 4 to Credit Agreement | From March 31, 2021 Through September 29,2021 | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 4.80 | |||||||||||
Amendment No. 4 to Credit Agreement | From September 2021 Through December 30,2021 | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 4.50 | |||||||||||
Amendment No. 4 to Credit Agreement | June 31, 2021 and thereafter | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fixed charge coverage ratio | 1.20 | |||||||||||
Line of Credit | Syndicated Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 3.75 | |||||||||||
Line of Credit | Amendment No. 2 To Credit Agreement and Waiver | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 15,000,000 | |||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||
Number of additional scheduled prepayments of outstanding loans | payment | 2 | |||||||||||
Required scheduled prepayment of outstanding loans, amount | $ 40,000,000 | $ 40,000,000 | $ 50,000,000 | |||||||||
Capitalized leases allowed | $ 50,000,000 | |||||||||||
Amount outstanding, threshold for additional interest rate | $ 10,000,000 | $ 10,000,000 | ||||||||||
Line of Credit | Amendment No. 2 To Credit Agreement and Waiver | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 4.00% | |||||||||||
Line of Credit | Amendment No. 2 To Credit Agreement and Waiver | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 3.00% | |||||||||||
Line of Credit | Second Amendment Fee | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit exposure percentage | 1.00% | |||||||||||
Line of Credit | Second Amendment Fee | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit exposure percentage | 0.50% | |||||||||||
Line of Credit | Second Amendment Fee | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit exposure percentage | 1.50% | 1.50% | ||||||||||
Line of Credit | Amendment No. 3 to Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | ||||||||||
Capitalized leases allowed | $ 75,000,000 | 75,000,000 | ||||||||||
Issuance of the preferred stock | $ 10,000,000 | |||||||||||
Commitment fee amount | 2,000 | |||||||||||
Payment for debt extinguishment | 5,162,000 | |||||||||||
Write off of debt issue costs | 3,441,000 | |||||||||||
Line of Credit | Amendment No. 3 to Credit Agreement | From December 31, 2020 through June 29, 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 6.50 | 6.50 | ||||||||||
Line of Credit | Amendment No. 3 to Credit Agreement | From June 30, 2021 through December 30, 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 6 | 6 | ||||||||||
Line of Credit | Amendment No. 3 to Credit Agreement | As of December 31, 2021 and thereafter | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 3.50 | 3.50 | ||||||||||
Line of Credit | Amendment No. 3 to Credit Agreement | As of December 31, 2020 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fixed charge coverage ratio | 1 | 1 | ||||||||||
Line of Credit | Amendment No. 3 to Credit Agreement | As of March 31, 2021 and thereafter | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fixed charge coverage ratio | 1.20 | 1.20 | ||||||||||
Line of Credit | Amendment No. 4 to Credit Agreement | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fixed charge coverage ratio | 1 | |||||||||||
Line of Credit | Amendment No. 4 to Credit Agreement | From December 31, 2020 through March 31, 2021 | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 5.50 | |||||||||||
Line of Credit | Third Amendment Fee | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit exposure percentage | 0.20% | |||||||||||
Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | 148,301,000 | |||||||||||
Extinguishment of debt, amount | $ 40,000,000 | |||||||||||
Revolving Credit Facility | Line of Credit | Syndicated Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||
Revolving Credit Facility | Line of Credit | Amendment No. 2 To Credit Agreement and Waiver | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unused capacity, commitment fee percentage | 0.35% | |||||||||||
Term Loan | Line of Credit | Syndicated Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 205,000,000 | |||||||||||
Term Loan | Line of Credit | Amendment No. 2 To Credit Agreement and Waiver | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 4.00% | 4.00% | ||||||||||
Loan Commitment | Line of Credit | Syndicated Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||||||
Letter of Credit | Line of Credit | Syndicated Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 11,079,000 | |||||||||||
Letter of Credit | Line of Credit | Amendment No. 2 To Credit Agreement and Waiver | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percentage | 3.35% |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Nov. 30, 2017 |
Debt Instrument [Line Items] | |||||||
Total | $ 148,301 | $ 189,012 | |||||
Less debt issuance costs | (1,024) | (3,441) | |||||
Total | 147,277 | 185,571 | |||||
Less current maturities | (22,308) | (34,873) | |||||
Notes payable due after one year | 124,969 | 150,698 | |||||
Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 148,301 | ||||||
Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 2,871 | 3,937 | |||||
Interest rate | 5.20% | ||||||
Equipment net book value | 2,162 | ||||||
Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 6 | ||||||
Equipment Notes Payable, 5.2 % Due December 2022 and 2023 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 24 | ||||||
Equipment Notes Payable, 5.6% and 6.8% Due March 2023 Through May 2025 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 8,446 | 10,429 | |||||
Equipment net book value | 7,745 | ||||||
Equipment Notes Payable, 5.6% and 6.8% Due March 2023 Through May 2025 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 1 | ||||||
Interest rate | 5.60% | ||||||
Equipment Notes Payable, 5.6% and 6.8% Due March 2023 Through May 2025 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 39 | ||||||
Interest rate | 6.80% | ||||||
Equipment Notes Payable, 3.9% and 6.4% Due April 2021 Through December 2024 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | 3,490 | 4,333 | |||||
Equipment net book value | 2,976 | ||||||
Equipment Notes Payable, 3.9% and 6.4% Due April 2021 Through December 2024 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 2 | ||||||
Interest rate | 3.90% | ||||||
Equipment Notes Payable, 3.9% and 6.4% Due April 2021 Through December 2024 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 23 | ||||||
Interest rate | 6.40% | ||||||
Equipment Notes Payable 5.4% Due March2023 Through May2025 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Total | $ 2,011 | $ 0 | |||||
Interest rate | 5.40% | ||||||
Equipment net book value | $ 2,237 | ||||||
Equipment Notes Payable 5.4% Due March2023 Through May2025 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | 9 | ||||||
Equipment Notes Payable 5.4% Due March2023 Through May2025 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | 10 | ||||||
Non Revolving Credit Note | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Total | 0 | 9,900 | |||||
Non Revolving Credit Note | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Initial commitment | $ 12,000 | ||||||
Non Revolving Credit Note | Line of Credit | Minimum | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 5.90% | ||||||
Commercial Insurance Premium Financing Agreement, 4.4%, Due March 2020 | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | 0 | 506 | |||||
Monthly installments | $ 169 | ||||||
Interest rate | 4.40% | ||||||
Commercial Insurance Premium Financing Agreement3.4% to 3.8% Due February 2021 | Notes Payable | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 22 | ||||||
Interest rate | 3.40% | ||||||
Commercial Insurance Premium Financing Agreement3.4% to 3.8% Due February 2021 | Notes Payable | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installments | $ 126 | ||||||
Interest rate | 3.80% | ||||||
Commercial Insurance Premium Financing Agreement3.4% to 3.8% Due February 2021 | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | $ 453 | 0 | |||||
4.5% Equipment Line Of Credit | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | 5,791 | 7,719 | |||||
Total | 4,333 | ||||||
Interest rate | 4.50% | ||||||
Initial commitment | $ 10,000 | ||||||
Syndicated Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total | 125,239 | $ 152,188 | |||||
Quarterly principal payments in January 2021 | 1,280 | ||||||
Quarterly principal payments in Monthly thereafter | $ 1,500 |
Notes Payable - Maturities of N
Notes Payable - Maturities of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total | $ 147,277 | $ 185,571 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
2021 | 22,308 | |
2022 | 116,711 | |
2023 | 5,648 | |
2024 | 2,927 | |
2025 | 707 | |
Thereafter | 0 | |
Total | $ 148,301 |
Sale-leaseback Transaction - Na
Sale-leaseback Transaction - Narratives (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Sale Leaseback Transaction [Line Items] | ||||
Proceeds from sale-leaseback transaction | $ 7,000 | $ 7,000 | $ 0 | $ 0 |
Proceeds from sale-leaseback transaction | 461 | |||
Loan origination fees | 88 | |||
Sale leaseback transaction, lease terms | three years | |||
Capital lease obligations, current portion | $ 2,199 | 0 | ||
Capital lease obligations less current portion | $ 4,485 | $ 0 | ||
Plant and Machinery | ||||
Sale Leaseback Transaction [Line Items] | ||||
Accumulated depreciation | 9,841 | |||
Equipment and Vehicles | ||||
Sale Leaseback Transaction [Line Items] | ||||
Accumulated depreciation | $ 3,302 |
Sale-leaseback Transaction - De
Sale-leaseback Transaction - Depreciation of capital lease assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Capital lease assets | $ 6,627 | $ 0 |
Less: accumulated depreciation | (368) | 0 |
Capital lease assets, net | $ 6,259 | $ 0 |
Sale-leaseback Transaction - Fu
Sale-leaseback Transaction - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 2,594 |
2022 | 2,594 |
2023 | 2,197 |
Minimum lease payments total | 7,385 |
Amount representing interest | 701 |
Present value of lease payments | $ 6,684 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)trading_day$ / sharesshares | Mar. 04, 2020$ / shares | Dec. 31, 2019USD ($) | |
Temporary Equity [Line Items] | |||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | shares | 26,000 | ||
Series A Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Accrued preferred stock dividends | $ 1,356,000 | $ 0 | |
Liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||
Dividend in cash, liquidation preference percentage | 10.00% | ||
Dividend other than cash, liquidation preference percentage | 13.00% | ||
Dividend other than cash, liquidation preference percentage, upon default | 16.00% | ||
Series A Preferred Stock, aggregate liquidation preference | $ 28,783,000 | ||
Conversion price (in dollars per share) | $ / shares | $ 2.77 | ||
Weighted average price percentage of preferred stock | 30.00% | ||
Common stock issuable if preferred stock is converted (in shares) | shares | 10,391,000 | ||
Threshold consecutive trading days | trading_day | 20 | ||
Threshold trading days | trading_day | 30 | ||
Conversion price, percentage | 120.00% | ||
Conversion price, upon change of control | 100.00% | ||
Dividend discount spread on treasury rate | 0.50% | ||
Make whole payment, maximum | $ 4,000,000 | ||
Conversion price, upon early redemption | 103.00% | ||
Amendment No. 3 to Credit Agreement | Anti-dilutive Series A Preferred Stock convertible into common stock | |||
Temporary Equity [Line Items] | |||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | shares | 26,000 | ||
Series A Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Original issue discount, rate | 3.00% | ||
Amendment No. 3 to Credit Agreement | Anti-dilutive Series A Preferred Stock convertible into common stock | Private Placement | |||
Temporary Equity [Line Items] | |||
Proceeds from issuance, net of discount | $ 26,000,000 | ||
Original issue discount, amount | 780,000 | ||
Proceeds from private placement | 25,220,000 | ||
Payments of stock issuance costs | 966,000 | ||
Accrued preferred stock dividends | 906,000 | ||
Amendment No. 3 to Credit Agreement | Anti-dilutive Series A Preferred Stock convertible into common stock | Private Placement | Estimate of Fair Value Measurement | |||
Temporary Equity [Line Items] | |||
Accrued preferred stock dividends | $ 1,356,000 |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - Interest Rate Swap - Not Designated as Hedging Instrument - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivatives, Fair Value [Line Items] | |||
Derivative, notional amount | $ 150,000,000 | $ 150,000,000 | |
Gain (loss) on derivative | 181,000 | (2,007,000) | $ 1,089,000 |
Other Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability, fair value | $ 935,000 | $ 1,116,000 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Schedule of Asset and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Contract with Customer, Asset, Net, Current [Abstract] | |||
Costs and estimated earnings in excess of billings | $ 12,196 | $ 19,256 | |
Retainage | 6,133 | 1,385 | |
Total contract assets | 18,329 | 20,641 | $ 87,115 |
Contract with Customer, Liability [Abstract] | |||
Deferred revenue | 128 | 505 | $ 475 |
Billings in excess of costs and estimated earnings | (6,167) | (77) | |
Total contract liabilities | $ 6,295 | $ 582 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Activity (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Costs incurred on uncompleted contracts | $ 123,339 | $ 65,343 |
Estimated earnings | 18,425 | 9,618 |
Total costs and earnings | 141,764 | 74,961 |
Less billings to date | (135,735) | (55,782) |
Costs and estimated earnings in excess of billings | $ 6,029 | $ 19,179 |
Contract Assets and Liabiliti_5
Contract Assets and Liabilities - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Costs and estimated earnings in excess of billings | $ 12,196 | $ 19,256 |
Billings in excess of costs and estimated earnings | (6,167) | (77) |
Net balance in process | 6,029 | 19,179 |
Long-term contracts, loss accrual | $ 155 | $ 322 |
Stock_Unit Based Compensation -
Stock/Unit Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 18, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in period (in units) | 770,000 | |||||
Unvested units outstanding (in units) | 1,434,000 | 1,421,000 | ||||
Weighted average grant date fair value (in dollars per share) | $ 1.60 | |||||
Vested (in shares) | 540,000 | |||||
Forfeited (in shares) | 217,000 | |||||
Performance Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in period (in units) | 228,000 | |||||
Vesting period | 3 years | |||||
Unvested units outstanding (in units) | 453,000 | 301,000 | ||||
Weighted average grant date fair value (in dollars per share) | $ 1.28 | |||||
Vested (in shares) | 0 | |||||
Forfeited (in shares) | 76,000 | |||||
Maximum number of earned PSUs for the performance period, target number of PSUs | 200.00% | |||||
Compensation expense | $ 555 | $ 345 | $ 0 | |||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in period (in units) | 542,000 | |||||
Vesting period | 3 years | |||||
Unvested units outstanding (in units) | 981,000 | 1,120,000 | ||||
Weighted average grant date fair value (in dollars per share) | $ 1.74 | |||||
Vested (in shares) | 540,000 | |||||
Forfeited (in shares) | 141,000 | |||||
2018 Omnibus Incentive Plan | Performance Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in period (in units) | 331 | |||||
Vesting period | 3 years | |||||
Assumed volatility rate | 30.00% | |||||
Forfeited (in shares) | 44,000 | |||||
Risk free interest rate | 2.29% | |||||
2018 Omnibus Incentive Plan | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized to be issued (in units) | 3,007,000 | |||||
Vesting period | 1 year | |||||
2018 Omnibus Incentive Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in period (in units) | 769 | 89 | ||||
Vested (in shares) | 68 | 2 | ||||
Forfeited (in shares) | 21 | |||||
2020 Awards | Series C Profits Interests | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized to be issued (in units) | 26,000 | |||||
2020 Awards | Performance Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 0 | |||||
Forfeited (in shares) | 31,000 | |||||
2020 Awards | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Forfeited (in shares) | 52,000 | |||||
Charah Management LLC | Series B Membership Interests | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in period (in units) | 806,000 | |||||
Charah Management LLC | Series C Profits Interests Plan | Series C Profits Interests | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized to be issued (in units) | 1 | |||||
Granted in period (in units) | 1,839,000 | 2,069,000 | 1,471,000 | 1 | ||
Vesting period | 5 years | |||||
Unvested units outstanding (in units) | 1 | 996,000 | ||||
Assumed volatility rate | 123.00% | 30.00% | ||||
Weighted average grant date fair value (in dollars per share) | $ 3,198 | |||||
Unrecognized compensation cost | $ 2,100 | |||||
Performance goal weight | 50.00% | |||||
Fair value of awards vested | $ 2,407 | |||||
Allied Power Management, LLC | Series B Membership Interests | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted in period (in units) | 1.49 | |||||
Allied Power Management, LLC | Allied Series C Profits Interests Plan | Allied Series C Profits Interests | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized to be issued (in units) | 1,000 | |||||
Granted in period (in units) | 550 | |||||
Assumed volatility rate | 32.50% | |||||
Weighted average grant date fair value (in dollars per share) | $ 69 | |||||
Holders of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of shares (in shares) | 1,216,000 | |||||
Vested (in shares) | 304,000 | |||||
Holders of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | Performance Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of shares (in shares) | 912,000 | |||||
Holders of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 685 | |||||
Grant date fair value (in dollars per share) | $ 12 | |||||
Forfeited (in shares) | 255 | |||||
Holders of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | 2018 Omnibus Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of shares (in shares) | 273,000 | |||||
Vested (in shares) | 68,000 | |||||
Vesting Over One Year | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 11 months | |||||
Vested (in shares) | 15 | |||||
Vesting Over One Year | 2018 Omnibus Incentive Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Vested (in shares) | 128 | |||||
Vesting Over One Year | Holders of Charah Series C Profits Interests And Allied Series C Profits Interests | IPO | 2018 Omnibus Incentive Plan | Performance Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of shares (in shares) | 205,000 | |||||
Vesting Over Two Year | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Vested (in shares) | 90 | |||||
Vesting Over Two Year | 2018 Omnibus Incentive Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Vested (in shares) | 550 | |||||
Vesting Over Three Year | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 437 | |||||
Vesting Over Three Year | 2018 Omnibus Incentive Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Vested (in shares) | 332 | 89 | ||||
Forfeited (in shares) | 97 |
Stock_Unit Based Compensation_2
Stock/Unit Based Compensation - Restricted Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | ||
Beginning balance (in shares) | 1,421 | |
Granted (in shares) | 770 | |
Forfeited (in shares) | (217) | |
Vested (in shares) | (540) | |
Ending balance (in shares) | 1,434 | 1,421 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 6.72 | |
Granted (in dollars per share) | 1.60 | |
Forfeited (in dollars per share) | 5.28 | |
Vested (in dollars per share) | 4.46 | |
Ending balance (in dollars per share) | $ 4.74 | $ 6.72 |
Weighted Average Remaining Contractual Terms (Years) | 1 year 25 days | 1 year 3 months 3 days |
Aggregate Intrinsic Value | $ 4,116 | $ 3,464 |
Restricted Stock | ||
Shares | ||
Beginning balance (in shares) | 1,120 | |
Granted (in shares) | 542 | |
Forfeited (in shares) | (141) | |
Vested (in shares) | (540) | |
Ending balance (in shares) | 981 | 1,120 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 6.87 | |
Granted (in dollars per share) | 1.74 | |
Forfeited (in dollars per share) | 5.88 | |
Vested (in dollars per share) | 4.46 | |
Ending balance (in dollars per share) | $ 5.08 | $ 6.87 |
Weighted Average Remaining Contractual Terms (Years) | 9 months 14 days | 11 months 26 days |
Aggregate Intrinsic Value | $ 2,817 | $ 2,731 |
Performance Stock | ||
Shares | ||
Beginning balance (in shares) | 301 | |
Granted (in shares) | 228 | |
Forfeited (in shares) | (76) | |
Vested (in shares) | 0 | |
Ending balance (in shares) | 453 | 301 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 6.14 | |
Granted (in dollars per share) | 1.28 | |
Forfeited (in dollars per share) | 4.17 | |
Vested (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 4.02 | $ 6.14 |
Weighted Average Remaining Contractual Terms (Years) | 1 year 8 months 4 days | 2 years 3 months |
Aggregate Intrinsic Value | $ 1,299 | $ 733 |
Defined Contribution Retireme_2
Defined Contribution Retirement Plan - Narratives (Details) - Pension Plan - Qualified Plan - 401(k) Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum annual contributions percentage | 90.00% | ||
Employer matching contribution percentage | 3.00% | ||
Defined contribution plan, employer discretionary contribution amount | $ 393 | $ 1,014 | $ 932 |
Multiemployer Pension Plan - (D
Multiemployer Pension Plan - (Details) - AMS - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Central states, southeast and southwest areas pension plan | |||
Multiemployer Plans [Line Items] | |||
Contributions to funds | $ 55 | $ 47 | $ 34 |
Operating Engineers Local 324 Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions to funds | 27 | 0 | 0 |
Employer Teamsters Locals 175 & 505 pension trust fund | |||
Multiemployer Plans [Line Items] | |||
Contributions to funds | $ 74 | $ 112 | $ 92 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 18, 2018 |
Income Tax Disclosure [Abstract] | ||||
Net deferred tax liability | $ 368,000 | $ 1,492,000 | $ 1,508,000 | |
Operating loss carryforwards, federal income tax | 22,793,000 | |||
Deferred tax liabilities | 368,000 | 1,492,000 | $ 1,508,000 | |
Valuation allowance | 17,158,000 | $ 12,908,000 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | $ 0 |
Income Taxes - Schedule of Tota
Income Taxes - Schedule of Total Income Tax (Benefit) Expense On (Loss) Income Before Income Allocated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Continuing operations | $ (914) | $ 4,190 | $ 4,022 |
Discontinued operations | 94 | 0 | (6,449) |
Total | $ (820) | $ 4,190 | $ (2,427) |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current income tax (benefit) expense: | |||
Federal | $ 0 | $ 0 | $ 2,176 |
State | (80) | (169) | 1,163 |
Current income tax (benefit) expense | (80) | (169) | 3,339 |
Deferred income tax (benefit) expense: | |||
Federal | (843) | 2,389 | 1,747 |
State | 9 | 1,970 | (1,064) |
Deferred income tax expense (benefit) | (834) | 4,359 | (2,995) |
Total income tax (benefit) expense | $ (914) | $ 4,190 | 4,022 |
Continuing operations | |||
Deferred income tax (benefit) expense: | |||
Deferred income tax expense (benefit) | $ 683 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) expense at the federal statutory rate (21%) | $ (13,537) | $ (8,849) | $ 3,754 |
State income tax (benefit) expense, net of federal tax benefit | (70) | 1,180 | 109 |
Income tax expense upon conversion to corporation | 0 | 0 | 2,463 |
Non-controlling interest | (251) | (595) | (522) |
Stock compensation | 277 | 78 | 201 |
Income before conversion | 0 | 0 | (2,091) |
Valuation allowance | 12,328 | 12,190 | 0 |
Permanent items | 339 | 186 | 108 |
Total income tax (benefit) expense | $ (914) | $ 4,190 | $ 4,022 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 18, 2018 |
Deferred tax assets: | ||||
Loss carryovers | $ 5,505 | $ 13,780 | ||
Intangible assets | 4,315 | 0 | ||
Other accrued expenses and reserves | 3,987 | 3,329 | ||
Loan modification costs | 1,828 | 460 | ||
Capital lease | 1,646 | 0 | ||
Deferred asset sale | 1,440 | 0 | ||
Accrued bonus | 1,278 | 722 | ||
Asset retirement obligation | 1,253 | 3,810 | ||
Purchase option liability | 0 | 1,790 | ||
Deferred tax assets | 21,252 | 23,891 | ||
Valuation allowance | (17,158) | (12,908) | $ 0 | |
Net deferred tax asset | 4,094 | 10,983 | ||
Deferred tax liabilities: | ||||
Fixed assets, including land | 4,345 | 10,434 | ||
Intangible assets | 0 | 1,492 | ||
Prepaid expenses | 117 | 549 | ||
Deferred tax liabilities | 4,462 | 12,475 | ||
Net deferred tax liability | $ 368 | $ 1,492 | $ 1,508 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ (12,908) | $ 0 |
Current additions recorded in income tax (benefit) or expense | (14,204) | (12,908) |
Current reductions recorded in income tax (benefit) or expense | 3,264 | 0 |
Other adjustments | 6,690 | 0 |
Ending balance | $ (17,158) | $ (12,908) |
Operating Leases - (Details)
Operating Leases - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
2021 | $ 9,128 | ||
2022 | 8,032 | ||
2023 | 7,337 | ||
2024 | 4,009 | ||
2025 | 1,204 | ||
Thereafter | 643 | ||
Total | 30,353 | ||
Rent expense, net | $ 19,406 | $ 18,613 | $ 5,981 |
Loss Per Share - (Details)
Loss Per Share - (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
(Loss) income from continuing operations, net of tax | $ (63,548) | $ (46,329) | $ 13,852 | ||||||||
Deemed and imputed dividends on Series A Preferred Stock | $ (147) | $ (147) | $ (167) | $ 0 | (461) | 0 | 0 | ||||
Series A Preferred Stock dividends | (2,218) | (877) | (858) | (111) | (4,064) | 0 | 0 | ||||
Net (loss) income from continuing operations attributable to common stockholders | (38,170) | (5,359) | (8,338) | (17,404) | (69,271) | (49,163) | 11,366 | ||||
Net income (loss) from discontinued operations | 8,883 | 7,105 | (20,268) | ||||||||
Net loss attributable to common stockholders | $ (36,226) | $ (5,240) | $ (4,561) | $ (14,361) | $ (17,900) | $ (3,313) | $ (18,026) | $ (2,819) | $ (60,388) | $ (42,058) | $ (8,902) |
Denominator: | |||||||||||
Weighted average shares outstanding (in shares) | 29,897 | 29,495 | 26,610 | ||||||||
Dilutive share-based awards (in shares) | 0 | 0 | 1,020 | ||||||||
Total weighted average shares outstanding, including dilutive shares (in shares) | 29,897 | 29,495 | 27,630 | ||||||||
Net loss from continuing operations per common share | |||||||||||
Basic (in dollars per share) | $ (1.27) | $ (0.18) | $ (0.28) | $ (0.59) | $ (0.66) | $ (0.18) | $ (0.61) | $ (0.22) | $ (2.32) | $ (1.67) | $ 0.43 |
Diluted (in dollars per share) | (1.27) | (0.18) | (0.28) | (0.59) | (0.66) | (0.18) | (0.61) | (0.22) | (2.32) | (1.67) | 0.41 |
Net income from discontinued operations per common share | |||||||||||
Basic (in dollars per share) | 0.06 | 0 | 0.13 | 0.10 | 0.05 | 0.07 | 0 | 0.13 | 0.30 | 0.24 | (0.76) |
Diluted (in dollars per share) | 0.06 | 0 | 0.13 | 0.10 | 0.05 | 0.07 | 0 | 0.13 | 0.30 | 0.24 | (0.73) |
Net loss attributable to common stockholders per common share | |||||||||||
Basic (in dollars per share) | (1.21) | (0.17) | (0.15) | (0.48) | (0.60) | (0.11) | (0.61) | (0.10) | (2.02) | (1.43) | (0.33) |
Diluted (in dollars per share) | $ (1.21) | $ (0.17) | $ (0.15) | $ (0.48) | $ (0.60) | $ (0.11) | $ (0.61) | $ (0.10) | $ (2.02) | $ (1.43) | $ (0.32) |
Loss Per Share - Antidilutive S
Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,250 | 1,329 | 1,020 |
Anti-dilutive restricted and performance stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,510 | 1,329 | |
Anti-dilutive Series A Preferred Stock convertible into common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,740 | 0 |
Major Customers - (Details)
Major Customers - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Accounts receivable | $ 5,227 | |
Sales Revenue, Services, Net | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 19.00% | 61.00% |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Feb. 10, 2021a | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | ||
Sales-type lease, term of contract | 30 years | |
Sales-type Lease payment o be received year one | $ 294 | |
Sales-type Lease payment o be received year two | 294 | |
Sales-type Lease payment o be received year three | 294 | |
Sales-type Lease payment o be received year four | 294 | |
Sales-type Lease payment o be received year five | 294 | |
Sales-type Lease payment o be received after year five | $ 354 | |
Subsequent Event | Texas Municipal Power Agency | ||
Subsequent Event [Line Items] | ||
Area of land | a | 6,166 | |
Subsequent Event | Gibbons Creek Steam Electric Station And Reservoir | ||
Subsequent Event [Line Items] | ||
Area of land | a | 3,500 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 65,680 | $ 63,116 | $ 52,304 | $ 51,277 | $ 54,954 | $ 63,553 | $ 53,010 | $ 73,144 | $ 232,377 | $ 244,661 | $ 400,887 |
Operating loss | (30,237) | (108) | (3,451) | (5,773) | (4,272) | (2,751) | (19,964) | (2,823) | (39,569) | (29,810) | 45,749 |
Loss from continuing operations, net of tax and non-controlling interest | (35,805) | (4,335) | (7,313) | (17,293) | (19,433) | (5,274) | (17,973) | (6,483) | 64,746 | 49,163 | (11,366) |
Deemed and imputed dividends on Series A Preferred Stock | (147) | (147) | (167) | 0 | (461) | 0 | 0 | ||||
Series A Preferred Stock dividends | (2,218) | (877) | (858) | (111) | (4,064) | 0 | 0 | ||||
Net (loss) income from continuing operations attributable to common stockholders | (38,170) | (5,359) | (8,338) | (17,404) | (69,271) | (49,163) | 11,366 | ||||
Income from discontinued operations, net of tax | 1,944 | 119 | 3,777 | 3,043 | 1,533 | 1,961 | (53) | 3,664 | 8,883 | 7,105 | (20,268) |
Net loss attributable to common stockholders | $ (36,226) | $ (5,240) | $ (4,561) | $ (14,361) | $ (17,900) | $ (3,313) | $ (18,026) | $ (2,819) | $ (60,388) | $ (42,058) | $ (8,902) |
Net loss from continuing operations per common share | |||||||||||
Basic (in dollars per share) | $ (1.27) | $ (0.18) | $ (0.28) | $ (0.59) | $ (0.66) | $ (0.18) | $ (0.61) | $ (0.22) | $ (2.32) | $ (1.67) | $ 0.43 |
Diluted (in dollars per share) | (1.27) | (0.18) | (0.28) | (0.59) | (0.66) | (0.18) | (0.61) | (0.22) | (2.32) | (1.67) | 0.41 |
Net income from discontinued operations per common share | |||||||||||
Basic (in dollars per share) | 0.06 | 0 | 0.13 | 0.10 | 0.05 | 0.07 | 0 | 0.13 | 0.30 | 0.24 | (0.76) |
Diluted (in dollars per share) | 0.06 | 0 | 0.13 | 0.10 | 0.05 | 0.07 | 0 | 0.13 | 0.30 | 0.24 | (0.73) |
Net loss attributable to common stockholders per common share | |||||||||||
Basic (in dollars per share) | (1.21) | (0.17) | (0.15) | (0.48) | (0.60) | (0.11) | (0.61) | (0.10) | (2.02) | (1.43) | (0.33) |
Diluted (in dollars per share) | $ (1.21) | $ (0.17) | $ (0.15) | $ (0.48) | $ (0.60) | $ (0.11) | $ (0.61) | $ (0.10) | $ (2.02) | $ (1.43) | $ (0.32) |
Asset impairment charges | $ 35,415 | $ 6,399 | $ 40,772 | $ 0 | $ 0 | ||||||
Reduction from expiration of purchase option liability | $ 7,110 | ||||||||||
Gain on change in contingent payment liability | 9,702 | (9,702) | 0 | 0 | |||||||
Valuation allowance | $ 17,158 | $ 12,908 | $ 17,158 | $ 12,908 | $ 0 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 146 | $ 0 |
Charged to Expense | 354 | 146 |
Deductions | (33) | 0 |
Balance at End of Period | 467 | 146 |
Valuation allowance for deferred taxes | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 12,908 | 0 |
Charged to Expense | 14,204 | 12,908 |
Deductions | (9,954) | 0 |
Balance at End of Period | $ 17,158 | $ 12,908 |