Charah Solutions, Inc. (CHRA) on Q3 2021 Results - Earnings Call Transcript
Operator: Good day, and thank you for standing by. Welcome to the Charah Solutions' Third Quarter 2021 Earnings Call. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Steve Brehm, Vice President of Legal Affairs and Corporate Secretary of Charah Solutions.
Steve Brehm: Thank you, operator. Good morning, everyone, and thank you for joining us today. We appreciate your participation in our third quarter 2021 earnings call, and we look forward to sharing our prepared remarks and answering your questions. We hope you have had a chance to review the press release we issued yesterday after the market closed. If not, you can find the press release as well as a supplemental investor presentation you may follow during our prepared remarks on the Investors section of our website at www.charah.com or ir.charah.com. Joining me today on our call are Scott Sewell, President and Chief Executive Officer, and Roger Shannon, Chief Financial Officer and Treasurer. Following their prepared remarks, we will conduct the customary question-and-answer session. Before we begin, I would like to remind you that the remarks regarding Charah Solutions include statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those disclosed in our earnings releases and conference calls. Those risks include, among others, matters that we have described in our earnings press release as well as in our filings with the Securities and Exchange Commission, including the quarterly report on Form 10-Q and our annual report on Form 10-K. We disclaim any obligation to update these forward-looking statements except as required by law. During this conference call, we will refer to certain non-GAAP financial measures. We provide reconciliations to the nearest applicable GAAP measures in our earnings press release and supplemental presentation. Again, thank you for joining us today. Now, I would like to turn the call over to Scott Sewell, our President and CEO. Scott?
Scott Sewell: Thanks, Steve, and good morning, everyone. Thank you for joining us for our earnings call today. We have had a very successful year-to-date with excellent progress in capitalizing on opportunities for significant new business. With 2021 already setting a new record for awards, we are optimistic about the remainder of this year as well as our continued market opportunities. During the third quarter, we continued to execute in ramping up new project awards and advancing our ERT projects. We maintained a strong safety and operational record during a challenging environment resulting from the COVID-19 pandemic and a tight labor market. Our financial results for the quarter reflect this performance. As you hopefully saw in our press release last evening, we now expect to be in the upper half of our initial 2021 guidance ranges for revenues, adjusted EBITDA, and adjusted free cash flow, and have adjusted these ranges accordingly. During the quarter, we were pleased to complete a debt financing that provides us with significantly more financial flexibility, a much improved maturity profile, and lower cash debt service requirements than the previous arrangement. We believe this new structure together with a new credit facility that we announced yesterday will be beneficial in growing our business. This morning I'll briefly review our progress this quarter in winning awards and advancing our projects. I'll also update you on our bid pipeline and our ESG initiatives. Roger will then review our financial performance during the quarter and year-to-date, provide additional detail on recent financing initiatives and address our revised 2021 guidance. Beginning with new awards. Through early November, we have received $805 million of new business awards, which exceeds the record level of $715 million for all of 2020. The total this year-to-date includes approximately $120 million of new awards received since our second quarter earnings call in August. These recent awards included three remediation projects for a long-standing Southeastern utility customer and byproduct sales and marketing contracts with two Midwestern power companies, one of which is a new customer for Charah. Our ability to continue to add new customers and new awards with our power generation partners speaks to the essential nature of our services and the reputation, experience, and resiliency of our industry-leading team. Notwithstanding the excellent results already this year, we see a strong potential to exceed the $805 million by year-end. We still have more than $2.6 billion of pending proposals with some expected to be decided in the fourth quarter, but most will not be awarded until 2022. We have also identified nearly $7 billion of opportunities across our businesses. We are optimistic about the prospects for converting some of these opportunities into additional new business that will further add to the predictability of our revenue stream and layer on growth well into the future. Based on market data as well as our discussions with existing and potential customers, we expect that 2022 will be a robust year for bid activity with more solicitations expected as well as larger project sizes than we bid on this year. As a partner of choice for solving our customers' most complex environmental challenges and as an industry leader in quality, safety and compliance, we are ideally situated to help utilities and power generation companies deliver on their impoundment closure requirements and needs. The regulatory environment continues to be favorable for our business. As we have discussed on previous calls, there continues to be significant activity at a number of states as they move toward a more prescriptive approach to the means and methods of ash pond remediation. At the federal level, we believe that the Environmental Protection Agency under the Biden administration will accelerate its efforts on regulatory requirements, beneficiation guidelines, and ash impoundment closure deadlines, which could result in additional market opportunities for Charah. For example, the EPA expected to publish sometime this month a proposed rule addressing facilities that were closed prior to October 2015, which are viewed as still presenting a recognized environmental concern. This could include impoundments or landfills where coal combustion residuals are interacting with the environment or where there is wastewater generation that is impacting the environment. Following a public comment period, this rule for legacy facilities could become effective in late 2022. We also see potential additional market opportunities for our byproduct sales business where recently enacted infrastructure legislation could increase the demand for concrete. This legislation provides for an investment of $1.2 trillion over a multiyear period in the infrastructure and transportation systems including bridges and roads, airports, rail transit, ports, and electric vehicle charging stations as well as broadband, water, and energy systems. As you know fly ash serves as a highly attractive economic and environmental alternative to Portland Cement in the production of ready-mixed concrete and concrete products. Turning to an update on our businesses. Our ERT services business continues to be a compelling one-stop solution for our customers looking to address the environmental and economic challenges associated with retiring older or less economically viable fossil generation assets. At our Gibbons Creek project in Texas, we achieved a major milestone by completing a planned implosion and demolition of the plant in October. Remediation efforts at the project continue to progress on plan and below budget. We expect remediation of the ash and scrubber ponds to be substantially completed by year-end with work on remediating the landfill still ahead as planned. With demolition complete, we expect scrap sales to accelerate in the fourth quarter and continue into the year ahead. We are also nearing completion of parcel redevelopment and expect parcel sale activity to pick up in early 2022. We are looking forward to our acquisition of the Avon Lake plant in Ohio when the plant ceases operation in April of next year. We will assume responsibility for demolition of plant and environmental remediation and sustainable redevelopment of the site as we are doing at Gibbons Creek. We are excited about the opportunity to support the citizens and government of the city of Avon Lake to repurpose this property for public use and enjoyment. We are very pleased with our performance at our ongoing ERT projects, and we continue to believe that Charah possesses unique competitive advantages and benefits for our utility customers compared with other alternatives. ERT represents an area for significant growth and profitability, and we continue to devote resources to expand these opportunities. In our remediation and compliance business, work is progressing on schedule and on budget on several large projects in the Southeast including a coal ash reclamation project for Dominion Energy and two long-term ash pond closure-by-removal projects for another Southeastern utility. The first phase of the Dominion project is expected to be substantially completed by year-end with an expected ramp of second phase beginning in 2022. We also began work on three new ash pond remediation contracts that were awarded recently by the previously mentioned Southeastern utility customer. Next, I'd like to touch on our ESG initiatives. As we have indicated previously, sustainability is at the heart of our business. We practice resource conservation and recovery through the beneficial recycling of coal ash, ash impoundment closure services, and remediation and redevelopment of land for community and commercial use. These activities reduce greenhouse gas emissions, decrease landfill disposal, conserve national resources, and protect our waterways. In our inaugural ESG report issued earlier this year, we laid out 2021 objectives in several key areas. We are on track or ahead of plan with respect to these goals. To cite a few examples, in the area of safety, we have maintained our excellent safety record with 0 lost time injuries this year-to-date and a total recordable incident rate of 0.22, which is below our goal of 0.46 or lower. We are pleased that our safety performance was recognized this year with several awards for construction safety and employee safety. In terms of environmental, we have increased both the number and quality of site audits and inspections with site team environmental compliance inspections nearly doubling since 2020. Year-to-date, we have not received any notices of violation or notices of deficiency. We are also on track to remediate or redevelop sustainably 90% of land owned such as at the Brickhaven, B.C. Cobb and Gibbons Creek sites. I would also note that our new credit facility with JPMorgan Chase Bank is a sustainability-linked loan with potential for pricing and fee reductions tied to the achievement of our ESG goals on a 1 and 5-year basis. Before turning the call over to Roger, I'd like to thank our dedicated Charah Solutions employees who are working every day to help our customers ensure service reliability and to address their environmental and recycling needs. We remain committed to keeping our people safe, supporting our customers, and growing our business. With that, I'll turn it over to Roger Shannon, our CFO.
Roger Shannon: Thanks, Scott. I'll continue with the review of our financial results and provide an update on our cash flow, balance sheet, liquidity, and revised 2021 guidance. As Scott noted, I will also address recent financing initiatives that we were pleased to complete this quarter. Before reviewing our third quarter and year-to-date results, I would like to remind you that the accounting treatment for our ERT services is different from our three other lines of business. Profit and loss results for ERT services are captured in two lines on the income statement. Gains on sales of property and equipment net and other operating expenses from ERT services. Thus, the ERT business is not included in our revenues or our gross profit but is included in operating income and adjusted EBITDA. I'll start with our third quarter 2021 results. For the third quarter, revenue increased $21 million or 33% to $84.2 million as compared to $63.1 million for the third quarter of 2020. This increase was primarily driven by an increase in remediation and compliance services revenue from the commencement of new project work, partially offset by a decrease in fossil services revenue due to project completions. Byproduct sales were slightly lower than the year ago period due to the dissolution of our joint venture, Ash Venture LLC, in the second quarter of 2021 and decreases in international ash supplies and other SCMs resulting from increases in shipping rates, partially offset by increased plant production as utility customers' production recovered from the COVID-19 dip and the effects of the 2020 hurricanes. Gross profit increased $1.1 million or 13% to $9.4 million as compared to $8.3 million for the third quarter of 2020. This increase was primarily driven by an increase in gross profit from our remediation and compliance services from the commencement of new project work, partially offset by a decrease in gross profit on our Boston services due to project completions and on our byproduct sales due to the dissolution of our Ash Venture LLC joint venture in the second quarter of 2021. Gross profit as a percentage of revenue declined to 11.2% for the third quarter of 2021 from 13.2% for the third quarter of 2020. The decrease was primarily attributable to the dissolution of our joint venture in Ash Venture LLC earlier this year. Net loss attributable to Charah Solutions decreased $2.5 million or 60% to $1.7 million as compared to $4.2 million for the third quarter of 2020. The decreased loss was primarily due to a decrease in impairment expense, gains on sales of property and equipment net resulting from the commencement of operations at the Gibbons Creek ERT project, a gain on ARO settlements, and the increase in gross profit as previously discussed. These positive drivers were partially offset by a $7.1 million reduction in expense from the expiration of our purchase option liability on our structural fill sites that benefited 2020 but did not reoccur in 2021; other operating expenses from ERT services and a decrease in income from equity method investment. Adjusted EBITDA increased $3.5 million or 50% to $10.4 million as compared to $6.9 million for the third quarter of 2020. For the 9-month period ended September 30, 2021, our results were as follows: revenue increased $33.1 million or 20% to $199.8 million as compared to $166.7 million for the 9 months ended September 30, 2020. The increase was primarily driven by an increase in remediation and compliance services revenue from the commencement of new project work, partially offset by a decrease in byproduct sales and a decrease in fossil services revenue due to project completions. The decrease in byproduct sales was primarily due to a decrease in supply from international sources, increases in shipping rates, and the dissolution of our Ash Venture LLC joint venture in the second quarter of 2021, partially offset by increased plant production as previously mentioned, and new ash sales sites. Gross profit increased $3.5 million or 19% to $22 million as compared to $18.4 million for the nine months ended September 30, 2020. The increase was primarily driven by an increase in gross profit from our remediation and compliance services from the commencement of new project work, partially offset by a decrease in gross profit on byproduct sales due to the dissolution of our Ash Venture LLC joint venture as previously mentioned, and on our fossil services due to project completions. Gross profit as a percentage of revenue was essentially unchanged at 11% for the 2021 period versus 11.1% for the 2020 period. Net loss attributable to Charah Solutions decreased $14.9 million or 68% to $7.1 million as compared to $22 million for the nine months ended September 30, 2020. The decreased loss was primarily due to the absence of expenses associated with amending our credit facility in 2020, gains on sales of property and equipment net and other operating income from ERT services, a decrease in impairment expense, a gain on a sales-type lease from an ERT project, the previously mentioned increase in gross profit, and a gain on ARO settlements. These favorable drivers were partially offset by a $7.1 million reduction in expense from the expiration of our purchase option liability on our structural fill sites that benefited 2020 but did not recur in 2021, as I previously mentioned, and the absence of $6.9 million of income from discontinued operations net of tax recorded in the comparable 2020 period, other operating expenses from ERT services, and a decrease in income from an equity method investment. Adjusted EBITDA increased $13.8 million to $26.4 million as compared to $12.6 million for the nine months ended September 30, 2020. Now turning to our cash flow. Operating cash flow was negative $8.2 million for the quarter, a decrease of $9.9 million from positive $1.7 million in the comparable 2020 period. The decrease was partially attributable to non-cash adjustments to net loss and changes in working capital. Adjusted free cash flow was negative $6.5 million, a decrease of $6.8 million from positive $300,000 in the comparable 2020 period. The decrease was primarily attributable to the decrease in operating cash flow and an increase of $2.2 million in capital expenditures, including $1.4 million of demolition costs at our Gibbons Creek ERT project. These changes were partially offset by an increase of $5.3 million in proceeds from the sale of property and equipment including proceeds from scrap sales at our Gibbons Creek ERT project. For the nine months to date, operating cash flow was $2 million, a decrease of $8.9 million from $10.9 million in the comparable 2020 period. The decrease was primarily attributable to non-cash adjustments to net loss, partially offset by the absence of discontinued operations and its net working capital requirements. Adjusted free cash flow was $40 million, an increase of $32 million from $8 million in the comparable 2020 period. This increase was primarily attributable to $34.9 million of cash and restricted cash from the Gibbons Creek ERT transaction and an increase of $9.4 million in proceeds from the sale of property equipment, including the proceeds from scrap sales at our Gibbons Creek ERT project. These changes were partially offset by a decrease in operating cash flow, as previously discussed, and an increase of $3.5 million in capital expenditures including $2.4 million of demolition costs at our Gibbons Creek ERT project. Before reviewing our quarter-end balance sheet and liquidity, I'll address the financing initiatives that we undertook this quarter. In August, we issued $135 million of 8.5% unsecured senior notes with a maturity of August 31, 2026. We used the net proceeds from this offering of $123.1 million after debt issuance cost, together with the $13 million of proceeds from an equity issuance to B. Riley to repay all loans and borrowings outstanding under our credit facility and revolver, which totaled $126.5 million. Following this repayment, the credit facility was terminated. The letters of credit outstanding under the revolver at termination were cash collateralized with the proceeds from the $17.9 million promissory note we issued to B. Riley effective with the closing of this financing. This refinancing provides us with greater financial flexibility relative to the credit facility as the notes do not have financial covenants. Thus, we will not be required to comply with the net leverage and fixed charge coverage ratios on a quarterly basis as we were under our previous credit agreement. In addition, the notes are bullet maturities and thus do not require amortization of principal prior to maturity unlike the credit facility. Interest expense on the notes is comparable to the level we incurred on the credit facility, but cash used for debt service is lower on the notes as there is no amortization of principal. With a 2026 maturity date, the notes improve our maturity profile relative to the credit facility, which would have matured next year. At September 30, we had cash and restricted cash balances totaling $71.1 million, an increase of $41.8 million from December 31, 2020. The increase was primarily due to the receipt of restricted cash from the promissory note, the Gibbons Creek ERT transaction, and for specific remediation and compliance projects. Our gross consolidated debt at September 30, 2021, was $176.8 million, which was an increase of $13 million from $166 million as of December 31, 2020. The increase is primarily due to the B. Riley promissory note in support of outstanding letters of credit and an increase in equipment loans and capital leases, partially offset by the net activity resulting from the termination of the credit facility and proceeds from the offering of senior notes. Subsequent to the end of the quarter, as we announced yesterday, we closed on a new credit agreement with JPMorgan Chase Bank. The credit agreement provides for a 4-year senior secured revolving credit facility of up to $30 million, plus an additional $5 million of capacity that is available for letters of credit, which are supported by cash collateral provided by the company at our option. Availability under the credit agreement is subject to a borrowing base calculated based on the value of certain eligible inventory, accounts receivable, and equipment at the company. We are not subject to any financial covenants under the new facility unless liquidity falls below a minimum level in which case we would be required to ensure that the fixed charge coverage ratio, as defined in the credit agreement, is not less than 1.0 to 1.0. We do not expect to draw under the new facility, although we do intend to reissue and replace existing letters of credit under the new facility. Upon reissuance and cancellation of the existing letters of credit, the cash collateral securing in the existing letters of credit will be released and will be used to repay the $17.9 million promissory note to B. Riley in full. On a pro forma basis, that would result in a $17.9 million reduction in both gross and net debt levels as of September 30 as well as a $17.9 million reduction in restricted cash. Our liquidity at September 30 consisted of our unrestricted cash of $22 million. This was reduced from the prior quarter because we terminated our credit facility in August as noted. On a pro forma basis, for expected availability under the new JPMorgan facility, liquidity at September 30, 2021 would have been approximately $34 million. I'll conclude by addressing our revised 2021 guidance. As Scott noted, based on our strong financial performance this year-to-date and our outlook for the fourth quarter, we now expect to be in the upper half of our initial guidance ranges for revenue, adjusted EBITDA, and adjusted free cash flow. Our revised guidance is as follows: revenue of $280 million to $300 million as compared to the previous range of $260 million to $300 million. A net loss attributable to Charah Solutions, Inc. of $5 million to $0, which is unchanged from the previous guidance. Adjusted EBITDA of $37 million to $40 million as compared to the previous range of $35 million to $40 million, and adjusted free cash flow of $35 million to $38 million as compared to the previous range of $33 million to $38 million. I'll make a couple of observations for you to keep in mind with respect to the guidance. Our adjusted free cash flow guidance is $35 million to $38 million. Results for the first nine months of the year were $40 million, which implies that we expect the fourth quarter to be modestly negative. This expected outcome is primarily attributable to the timing of cash inflows and outflows at our Gibbons Creek ERT project. Recall that we had $34.9 million of receipts of cash and restricted cash when we closed this transaction in February of this year. The cash outlays for demolition and remediation ramp up over the balance of this year and continue into 2022. Of course, as parcel sales at Gibbons Creek begin, that will further improve adjusted free cash flow. Our adjusted EBITDA guidance is $37 million to $40 million. As you may recall, we had a $5.6 million gain on a sales-type lease from an ERT project in early 2021. That transaction actually closed on December 30 of last year, but the gain was not booked until early January of this year. Because of the required accounting treatment for the ERT transaction, the gain was not included in revenue, but it is included in adjusted EBITDA. And thinking about our EBITDA progression from '21 to '22, the $5.6 million should be backed out of this year's results as we have previously discussed earlier in the year. The gain was non-cash, so it did not affect operating or adjusted free cash flows for 2021. Lastly, as we've discussed in our previous calls, our guidance is based on certain assumptions, which are discussed in more detail in our earnings release. With that, I'll turn the call back to Scott.
Scott Sewell: Thanks, Roger. And in closing, we hope you agree that our growth in contract awards, expansion of our service offerings and our laser focus on environmental sustainability will continue to position the company for long-term success. We remain committed to enhancing long-term value and positioning ourselves to take advantage of the expanding market opportunities while continuing to strengthen our balance sheet. Importantly, we are closely aligned with our power generation partners' environmental remediation and sustainability initiatives, which should provide Charah Solutions with significant growth potential for many years to come. Thank you again for your interest and participation. With that, operator, let's begin the Q&A session.
Operator: Your first question is from the line of Brian Butler with Stifel.
Brian Butler: Let's just start on the awards. So you had another really strong award year-to-date of $805 million, and I guess you outlined, you have $2.6 billion of pending bids and another $7 billion of opportunities. What's the right way to think about opportunity or expectations for awards going into 2022? I mean, is this the potential for another record year? Or do you see any kind of - whereas we hit the peak and now it's going to start to kind of come down a little bit?
Scott Sewell: Yes, no, great question, Brian. Obviously, we're very excited about having three years in a row of record wins, sitting at $805 million right now year-to-date in 2021, which is a great accomplishment for the team. And I think kind of as you think about the future and you think about the commentary that we had in the prepared remarks relative to that pipeline and that pipeline building. We've got $2.6 billion in pending bids right now, another potential $7 billion coming after that. And I believe, just kind of the way we laid out in the prepared remarks, is that we feel that there will be some wins here in the back half - in Q4 of this year. But really, the bigger potential is for some good things to happen in 2022. Again, we haven't finished our budgeting or anything else for next year. But I think, as always, we want to grow. We will always want to continually improve. And our goal is going to be to make 2022 another record year, and that's going to be our challenge and our goal to our teams here. And we think the opportunity is out there, and it's just up to us to close on it.
Brian Butler: Okay that's helpful. On that $2.6 billion pending, are those all awards that should be awarded in either the fourth quarter 2021 or sometime in 2022? Or are there any ones that could drag out beyond that?
Scott Sewell: There's always a possibility that some drag out. And I think the way we framed it earlier was that we think maybe something will happen in Q4, but the vast majority will be in 2022, and then some slip into 2023, kind of fairly typical cycle. But I would say if you think about that $2.6 billion, our portion of that will come in 2022.
Brian Butler: Okay. So - all right let's - I guess, let's switch over to EnviroSource. You didn't talk about that too much on the call. Can we just give an update on where that stands and maybe expectations in the fourth quarter and what you're thinking about going into 2022 for that product line?
Scott Sewell: Great question, again. EnviroSource, you're right, we didn't speak too much to it. Just we had so many other great stories to talk about whether it be what we did with the credit facility and kind of shorten up things there and the other new awards as well as adjusting guidance. But EnviroSource continues to be a primary focus of ours. We are closing in on a contract to install and hopefully have that - be able to announce that early in 2022. And then as we look forward to the future, there's definitely other opportunities that's there to get additional EnviroSources on the ground over the next several years. But I would remind you, once we get the contract it takes about a year to install and start generating revenue. So even with announcing an EnviroSource in early 2022, it would not have any impact on the - kind of our 2022 outlook would have more impact on 2023, but we're still getting great reception out there from our customers and ready to put one on the ground.
Brian Butler: Okay. How does that opportunity - kind of going forward I guess in 2022 and beyond, how does that compare to the $7 billion opportunity you have on the other part of the business?
Scott Sewell: It's - so I think the way we think about that is we have insight at $7 billion. There may be a few that we've kind of targeted. But kind of outside of that $7 billion, we definitely have aspirations for multiple others to put on the ground as we move forward. But - so it's kind of one put in and one put out on that one there.
Brian Butler: Okay. And then one - you mentioned you started new credit facility. Could you give us some color on what's the current rate on that facility and what's the potential range dependent upon the ESG performance?
Scott Sewell: Sure. Roger, you want to touch on that?
Roger Shannon: Yes, we're really happy with this facility with JPMorgan, and it's been very gratifying for us to be able to refinance, starting with the $135 million in bonds that have the 8.5% coupon. The ABL facility is priced at LIBOR plus 2.25%. So again, I think that's an excellent rate for that. The ESG-linked incentive would be a reduction - a slight reduction in facility fee as well as a reduction in that plus 2.25% spread based on the annual achievement of these goals. There are - like I said in the prepared remarks, the goals are aligned with the goals already set forth in the ESG report. I think the opportunity is up to five basis points per year, so - reduced from plus 3.25% to 2.20% equal to those goals.
Brian Butler: All right perfect. And one last one from me, on capital spending, what expectation is in there for the 2021 guidance, and how should we think about capital spending for 2022?
Roger Shannon: I mean, you're probably seeing that in our notes to the Q that we did add some capital leases over the quarter and over the course of the year, and they're directly related to projects we announced this year. We're - we kind of talked consistently last quarter as well as this one and that financial flexibility that we've gotten from our refinancing. So - we expect to see some benefits from the way that we're able to finance on that. We did have an increase in the second half of this year. We obviously haven't put out guidance for next year yet, but we've kind of talked about somewhere in the $15 million to $20 million range of CapEx, not including EnviroSource next year.
Operator: There are no further questions. I will turn the call back over to the speakers.
Scott Sewell: Great, thank you, operator, and thank you, everyone else. We really appreciate everyone's time and continued interest in Charah Solutions, and look forward to speaking with you again next time when we report out on full year 2021, sorry. But more importantly, on this Veterans Day, we'd like to recognize all of our employees that have served our country, and thank everyone and all of the veterans all over the country for their service over the years. So thank you and we appreciate everybody's time.
Operator: Ladies and gentlemen, this concludes today's conference call. You may now disconnect.
