8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8‑K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2020

____________________________

CHARAH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-38523	82-4228671
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
12601 Plantside Drive Louisville, Kentucky		40299
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (502) 245-1353

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CHRA	New York Stock Exchange

____________________________

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.    Results of Operations and Financial Condition.

On May 12, 2020, Charah Solutions, Inc. (“Charah Solutions” or the “Company”) issued a press release reporting results for the first quarter ended March 31, 2020. A copy of the earnings press release is attached hereto as Exhibit 99.1 and a copy of the earnings call presentation materials is furnished as Exhibit 99.2.

Item 7.01.    Regulation FD Disclosure.

On May 7, 2020, the Company became non-compliant with the continued listing standard set forth in Section 802.01B of the New York Stock Exchange (“NYSE”) Listed Company Manual because our average market capitalization over a consecutive 30 trading-day period was less than $50 million and the stockholders’ equity of the Company was less than $50 million. As of May 7, 2020, the 30-trading day average market capitalization of the Company was $49.9 million and the Company’s last reported stockholders’ equity as of March 31, 2020 was $38.8 million. The Company plans to submit a plan to cure this deficiency and return to compliance with the NYSE continued listing requirements. In order to avoid delisting under Section 802.01B, the Company has 45 days from the receipt of a notice of non-compliance (the “Notice”) from the NYSE to submit a business plan advising the NYSE of definitive actions the Company has taken, or is taking, that would bring the Company into compliance with the market capitalization listing standards. If the NYSE accepts the plan, Charah Solutions’ common stock will continue to be listed and traded on the NYSE during the cure period, subject to compliance with other continued listing standards, and the Company will be subject to quarterly monitoring by the NYSE for compliance with the plan. If the plan is not submitted on a timely basis or is not accepted, the NYSE could initiate delisting proceedings. Charah Solutions’ common shares will continue to trade under the symbol “CHRA,” but will have an added designation of “.BC” to indicate the status of the common shares as “below compliance.”

Item 9.01.    Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	First Quarter 2020 Financial Results Press Release, dated May 12, 2020.
99.2	Earnings Call Presentation Materials

The information furnished in this Current Report on Form 8-K, Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CHARAH SOLUTIONS, INC.
Date:	May 12, 2020	By:	/s/ Scott A. Sewell
		Name:	Scott A. Sewell
		Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Charah Solutions, Inc. Reports First Quarter 2020 Results

$175 Million in New Business Awards in the First Quarter 2020

Reaffirmed 2020 Guidance Underpinned by Existing Contracts

Louisville, KY – May 12, 2020 – Charah Solutions, Inc. (NYSE: CHRA) a leading provider of environmental and maintenance services to the power generation industry, today announced financial results for the three months ended March 31, 2020. Net loss attributable to common stockholders for the three months ended March 31, 2020 was $14.4 million, or $0.48 per basic share, and net loss attributable to Charah Solutions, Inc. was $14.3 million, or $0.48 per basic share. Adjusted net loss attributable to Charah Solutions, Inc.⁽¹⁾ and Adjusted loss per basic share⁽¹⁾ for the three months ended March 31, 2020 were $5.7 million and $0.19, respectively, and Adjusted EBITDA⁽¹⁾ was $5.2 million.

Coronavirus Pandemic Update

“As the situation surrounding the disease caused by a novel coronavirus (“COVID-19”) continues to evolve, our highest priority remains the safety of our employees and customers,” said Scott Sewell, President and Chief Executive Officer of Charah Solutions. “Charah Solutions provides mission-critical services to regulated utilities that must continue operating to provide power to the country, and I’m proud of the way we have partnered with our utility customers to maintain service continuity safely. To date, we have not had any significant work stoppages. We believe we are well-prepared to protect our staff and ensure continuity of service to our customers during this uncertain period, and we will continue to monitor this situation very closely.”

In light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, in April 2020, we implemented a series of preemptive cost-cutting and cost savings initiatives across the Company including reductions in employee compensation, reductions in cash-based retainers to our Board of Directors, reduced hiring and significantly reducing discretionary spending. In addition, we are implementing applicable benefits of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

Business Update

“Despite the uncertainty and disruption created by the COVID-19 pandemic, I’m very encouraged by the increases we are seeing in new award opportunities resulting from our customers’ announced and expected remediation initiatives in response to regulatory requirements and customer motivation. Utility companies are increasingly developing their plans to address the more than 1,000 regulatorily-mandated surface impoundment closures in the United States, including three major Southeastern utilities that have announced intentions to proceed with large ash pond remediation projects. We are seeing states becoming more prescriptive as to the means and methods of ash pond remediation, and the Environmental Protection Agency (“EPA”) is currently working with several states to establish their own ash recycling permit programs. Further, the EPA continues to work on its own regulatory requirements. We continue to see these movements as positive for Charah Solutions. As the only full-service provider of mission-critical ash management operations, environmental remediation and compliance services, maintenance and outage services, and byproduct sales for the utility industry, the Company is ideally situated to partner with these utilities to deliver on their impoundment closure needs,” said Mr. Sewell. “Though we are seeing some near-term delays in the timing of new project awards related to the COVID-19 pandemic, we expect to see our opportunities for remediation and compliance services and byproduct sales accelerate as utilities move forward with their closure plans. We also remain optimistic about our byproduct sales opportunities, driven by expectations for greater infrastructure spend, as we continue to expand the reach of our MultiSource® materials network and add new customers.”

“We had growth in our Maintenance and Technical Services operations as we saw increased scope and higher revenue from both our nuclear and fossil maintenance services during the first quarter. Our ability to expand our scope of outage maintenance work with our nuclear and fossil customers, as well as our ability to continue to provide essential daily operations and remediation services for our mission-critical utility customers, during this period of high uncertainty and disruption caused by the COVID-19 pandemic, speaks to the resiliency of our team and the mission-critical nature of our services. I want to again thank our dedicated Charah Solutions employees who are working every day to help our utility customers keep providing electricity,” added Mr. Sewell.

“As we stated in our last earnings communication, we anticipate that our recent growth in new awards and accelerating remediation and byproduct sales opportunities will contribute to results in 2020, and even more so in 2021 and beyond. Our customer base is growing and our geographic reach is expanding as customer motivation for our environmentally friendly, customized solutions to recycling and remediating ash byproducts increases across the United States. We remain committed to keeping our employees safe, keeping our customers’ mission-critical operations running, and taking actions expected to preserve cash, strengthen our balance sheet, and enhance long-term value while positioning ourselves to take advantage of the expanding market opportunities,” concluded Mr. Sewell.

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Summary of Financial Results

	Three Months Ended
	March 31,
(Unaudited, in thousands, except per share and margin data)	2020			2019
Revenue	$	164,631		$	163,258
Gross profit	10,797			15,379
Gross margin	6.6		%	9.4		%
Net loss attributable to Charah Solutions, Inc.	(14,250		)	(2,819		)
Net loss attributable to common stockholders	(14,361		)	(2,819		)
Loss per common share (basic / diluted)	$	(0.48	)	$	(0.10	)

Non-GAAP Financial Measures
Adjusted net loss attributable to Charah Solutions, Inc.(1)	(5,693		)	(1,971		)
Adjusted loss per diluted share(1)	$	(0.19	)	$	(0.07	)
Adjusted EBITDA(1)	5,193			8,906
Adjusted EBITDA margin(1)	3.2		%	5.5		%

(1) This is a non-GAAP financial measure; see explanation and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure below.

First Quarter 2020 Results

Revenue increased $1.4 million, or 0.8%, for the three months ended March 31, 2020 to $164.6 million as compared to $163.3 million for the three months ended March 31, 2019, driven by an increase in revenue in the Maintenance and Technical Services segment, partially offset by a decrease in revenue in the Environmental Solutions segment. Gross profit decreased $4.6 million, or 29.8%, for the three months ended March 31, 2020 to $10.8 million as compared to $15.4 million for the three months ended March 31, 2019, driven primarily by a decrease in revenue in our higher-margin Environmental Solutions segment. As a percentage of revenue, gross profit was 6.6% and 9.4% for the three months ended March 31, 2020 and 2019, respectively.

Environmental Solutions Segment. Environmental Solutions segment revenue decreased $21.7 million, or 37.2%, for the three months ended March 31, 2020 to $36.7 million as compared to $58.4 million for the three months ended March 31, 2019. The decrease in revenue was primarily driven by project completions in 2019 within our remediation and compliance services component, including the completion of the Brickhaven project resulting from the deemed termination during the second quarter of 2019. Gross profit for our Environmental Solutions segment decreased $4.4 million, or 53.4%, for the three months ended March 31, 2020 to $3.9 million as compared to $8.3 million for the three months ended March 31, 2019. The decrease in gross profit was primarily driven by project completions in 2019 within our remediation and compliance services component, including the completion of the Brickhaven project resulting from the deemed termination during the second quarter of 2019. As a percentage of segment revenue, segment gross profit was 10.5% and 14.2% for the three months ended March 31, 2020 and 2019, respectively.

Maintenance and Technical Services Segment. Maintenance and Technical Services segment revenue increased $23.1 million, or 22.0%, for the three months ended March 31, 2020 to $128.0 million as compared to $104.9 million for the three months ended March 31, 2019. The increase in revenue was primarily attributable to additional spring nuclear outage work in the three months ended March 31, 2020, and an increase in revenue from our fossil services offerings. Gross profit for our Maintenance and Technical Services segment decreased $0.2 million, or 2.3%, for the three months ended March 31, 2020 to $6.9 million as compared to $7.1 million for the three months ended March 31, 2019. The decrease in gross profit was primarily attributable to margin improvements within our nuclear services offerings during the three months ended March 31, 2019 that did not reoccur during the three months ended March 31, 2020, partially offset by an increase in gross profit from our fossil services offerings. As a percentage of segment revenue, segment gross profit was 5.4% and 6.8% for the three months ended March 31, 2020 and 2019, respectively.

Net loss attributable to Charah Solutions, Inc. increased $11.4 million, or 405.5%, for the three months ended March 31, 2020 to $14.3 million as compared to $2.8 million for the three months ended March 31, 2019. The increase was primarily attributable to a higher loss on extinguishment of debt, resulting from the Third Amendment to our existing credit facility, which we entered into on March 5, 2020, and the previously mentioned lower gross profit, partially offset by lower general and administrative expenses and interest expense, net. The decrease in general and administrative expenses was primarily attributable to reductions in staff and other cost-savings initiatives implemented by the Company, partially offset by $2.9 million in lower non-cash general and administrative expenses during the three months ended March 31, 2019 associated with the amortization of the purchase option liability due to the deemed termination of the Brickhaven contract. The decrease in interest expense, net was primarily attributable to lower debt balances during the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 and a $1.3 million decrease in the non-cash mark-to-market expense associated with the change in value of our interest rate swap, partially offset by an increase in interest rates related to the amendments to our credit facility.

Adjusted EBITDA⁽¹⁾ decreased $3.7 million, or 41.7%, to $5.2 million for the three months ended March 31, 2020 as compared to $8.9 million for the three months ended March 31, 2019.

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Business Developments

The Company won $175 million in new awards on a project revenue basis in the first quarter of 2020, on top of the approximately $583 million in new awards won in 2019. Additionally, we increased revenue in the first quarter of 2020 from additional nuclear and fossil outage scope as well as the larger number of nuclear outage maintenance projects during the quarter. Notwithstanding the uncertainty and potential negative impacts of the COVID-19 virus, we expect the trend in new work awards, particularly in our Environmental Solutions segment, to continue as more of our utility customers address their growing environmental remediation requirements. We currently have over $3 billion in bids outstanding for new awards, and we see the potential for an additional $12 billion in new opportunities over the next twelve to eighteen months. As we have previously communicated, we continue to see an upward trend in coal ash regulation at the state level toward more prescriptive approaches than are required at the federal level and that dictate the means and methods for ash pond closures. Though the timing of future awards is difficult to determine, particularly during this period of extreme uncertainty related to COVID-19, we believe these recent accomplishments demonstrate we are well-positioned to benefit from the market momentum for responsibly recycling and remediating coal ash and capture a significant portion of the growing market opportunity. As we communicated during our year-end earnings communication, we do not include any uncontracted awards in our 2020 guidance.

Non-Compliance with NYSE Continued Listing Standard

The Company announced today that it was not in compliance with New York Stock Exchange (the “NYSE”) continued listing standards because our average market capitalization over a consecutive 30 trading-day period was less than $50 million and the stockholders’ equity of the Company was less than $50 million. As of May 7, 2020, Charah Solutions’ 30-trading day average market capitalization was $49.9 million and our stockholders’ equity as of March 31, 2020 was $38.8 million. In accordance with NYSE rules, we intend to notify the NYSE within ten business days of receipt of a notice of non-compliance (the “Notice”) that the Company intends to submit a plan to cure the deficiency. Under the NYSE rules, we have 45 days from the receipt of the Notice to submit a plan advising the NYSE of definitive actions we have taken, or are taking, that would bring the Company into conformity with continued listed standards within 18 months of receipt of the Notice. Within 45 days of receipt of the plan, the NYSE will make a determination as to whether the Company has made a reasonable demonstration of an ability to come into conformity with the relevant standards during the applicable cure period (the “Cure Period”). If the NYSE accepts the plan, Charah Solutions’ common stock will continue to be listed and traded on the NYSE during the Cure Period, subject to compliance with other continued listing standards, and the Company will be subject to quarterly monitoring by the NYSE for compliance with the plan. Charah Solutions’ common stock will continue to trade under the symbol “CHRA,” but will have an added designation of “.BC” to indicate the status of the common shares as “below compliance.”

The applicable Cure Period as specified in the NYSE rules is 18 months. However, in response to the significant volatility in the financial markets caused by the COVID-19 pandemic, on April 21, 2020, the SEC granted the NYSE’s rule making request to permit a tolling of the 18-month Cure Period for the Company and similarly situated companies until June 30, 2020, (the “Tolling Order”). Under the Tolling Order, the compliance period of any company in a Cure Period for non-compliance with the $50 Million standard was tolled until July 1, 2020. As a result, the Company’s Cure Period will not begin until July 1, 2020 if it receives the Notice prior to July 1, 2020.

The Company is taking appropriate steps pursuant to the NYSE listing standards to regain compliance within the prescribed timeframe. The Notice will not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company's material debt or other agreements.

2020 Guidance

We provide mission-critical services to a diversified base of customers, 80% of whom are investment-grade regulated utilities that must continue to produce power through the current economic uncertainties. Though we are not currently seeing significant disruptions to our on-going business due to the critical nature of our customers’ operations, the COVID-19 pandemic and resulting potential for significant business disruptions beyond our control, particularly the timing of new awards, have created a high level of uncertainty. For this reason, we are reaffirming our 2020 guidance at this time based solely on our booked backlog of business and executed contracts.

Our 2020 outlook has been reaffirmed as follows:

• Revenues of $560 million

• Net loss of $15 million

• Adjusted EBITDA⁽¹⁾ of $37 million

• Free cash flow positive⁽¹⁾ 

This guidance is based on our current expectations of no material worsening of the COVID-19 pandemic, and specifically including, but not limited to, no material customer work stoppages, no significant employee absences, and no government-mandated quarantines. Any worsening of the COVID-19 pandemic could materially affect our 2020 outlook.

(1) This is a non-GAAP financial measure; see explanation and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure below.

CONFERENCE CALL

Charah Solutions will host a conference call at 8:30 a.m. ET on Wednesday, May 13 to discuss the first quarter results. Information contained within this press release will be referenced and should be considered in conjunction with the call.

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Participants may access the conference call live via webcast on the Investors section of the Charah Solutions website at ir.charah.com. To participate via telephone, please dial (877) 273-7219 within the United States or (647) 689-5395 outside the United States, approximately 15 minutes prior to the scheduled start time. The conference ID for the call is 1892196.

A webcast replay will be available on the Investors section of the Charah Solutions website at ir.charah.com after 8:30 a.m. ET on Wednesday, May 13, 2020. In addition, an audio replay will be available for one week following the call and will be accessible by dialing (800) 585-8367 within the United States or (416) 621-4642 outside the United States. The replay ID is 1892196.

A supplementary presentation will also be available on the Investors section of the Charah Solutions website at ir.charah.com.

ABOUT CHARAH SOLUTIONS

With 30 years of experience, Charah Solutions, Inc. is a leading provider of environmental and maintenance services to the power generation industry, with operations in fossil fuel and nuclear power generation sites across the country. Based in Louisville, Kentucky, Charah Solutions assists utilities with all aspects of managing and recycling ash byproducts generated from the combustion of coal in the production of electricity as well as routine power plant maintenance and outage services for the fossil fuel and nuclear power generation industry. The Company also designs and implements solutions for ash pond management and closure, landfill construction, fly ash and slag sales, and structural fill projects. Charah Solutions is the partner of choice for solving customers’ most complex environmental challenges, and as an industry leader in quality, safety, and compliance, the Company is committed to reducing greenhouse gas emissions for a cleaner energy future. For more information, please visit www.charah.com.

Investor Contact

Roger Shannon, Chief Financial Officer and Treasurer

Charah Solutions, Inc.

ir@charah.com

(502) 245-1353

Media Contact

Keaton Price

PriceWeber Marketing

media@charah.com

(502) 593-4692

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA and Adjusted EBITDA margin are not financial measures determined in accordance with GAAP. Charah Solutions defines Adjusted EBITDA as net loss attributable to Charah Solutions, Inc. before loss on extinguishment of debt, interest expense, income taxes, depreciation and amortization, equity-based compensation, non-recurring legal and start-up costs and expenses, Brickhaven termination revenue reversal, and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue.

Management believes Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. Management excludes the items listed above from net loss attributable to Charah Solutions, Inc. in arriving at Adjusted EBITDA because these amounts are either non-recurring or can vary substantially within Charah Solutions’ industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss attributable to Charah Solutions, Inc. determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Charah Solutions’

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presentation of Adjusted EBITDA should not be construed as an indication that the Company’s results will be unaffected by the items excluded from Adjusted EBITDA. Charah Solutions’ computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. Charah Solutions uses Adjusted EBITDA margin to measure the success of the Company’s business in managing its cost base and improving profitability. A reconciliation between Adjusted EBITDA to net loss attributable to Charah Solutions, Inc., Charah Solutions’ most directly comparable financial measure calculated and presented in accordance with GAAP, along with a calculation of the Company’s Adjusted EBITDA margin is included in the supplemental financial data attached to this press release.

Adjusted net loss attributable to Charah Solutions, Inc. and Adjusted loss per basic/diluted share are not financial measures determined in accordance with GAAP. Charah Solutions defines Adjusted net loss attributable to Charah Solutions, Inc. as net loss attributable to Charah Solutions, Inc. plus, on a post-tax basis, loss on extinguishment of debt, non-recurring legal and start-up costs and expenses and transaction-related expenses and other items. Adjusted loss per basic/diluted share is calculated using Adjusted net loss attributable to Charah Solutions, Inc. Management excludes the items listed above to provide a more meaningful comparison of the Company’s operating performance when compared to prior periods. Adjusted net loss attributable to Charah Solutions, Inc. and Adjusted loss per basic/diluted share should not be considered as an alternative to, or more meaningful than, net loss attributable to Charah Solutions, Inc. or loss per basic/diluted share determined in accordance with GAAP. A reconciliation of Adjusted net loss attributable to Charah Solutions, Inc. and Adjusted loss per basic/diluted share to the most directly comparable financial measure calculated and presented in accordance with GAAP is provided in the supplemental financial data attached to this press release.

Free cash flow is not a financial measure determined in accordance with GAAP. We define free cash flow as cash flows from operating activities, less cash used for capital expenditures, net of proceeds. We exclude capital expenditures because we consider them to be a necessary component of our ongoing operations. We consider free cash flow to be a measure that provides useful information to management and investors about the amount of cash generated by the business that can be used for investing in our business and strengthening our balance sheet, but it is not intended to represent the amount of cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from this measure.

The Company uses non-GAAP measures internally as a key performance measure of the results of operations for purposes of evaluating performance. These measures facilitate comparison of operating performance between periods and help investors to better understand the operating results of the Company by excluding certain items that may not be indicative of the Company’s core business or operating results. The Company believes the use of these measures enables management and investors to evaluate and compare, from period to period, the Company’s operating performance in a meaningful and consistent manner. The non-GAAP measures are a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP, and should not be considered as an alternative to, or more meaningful than, comparable financial measures as determined in accordance with GAAP as a measure of our operating results.

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CHARAH SOLUTIONS, INC.

Condensed Consolidated Balance Sheets

(in thousands, except par value amounts)

(Unaudited)

	March 31, 2020			December 31, 2019
Assets
Current assets:
Cash	$	26,310		$	4,913
Restricted cash	1,215			1,215
Trade accounts receivable, net	78,890			50,570
Receivable from affiliates	82			390
Contract assets	27,159			20,641
Inventory	11,987			14,792
Income tax receivable	595			1,374
Prepaid expenses and other current assets	4,878			4,615
Total current assets	151,116			98,510
Property and equipment, net	79,796			85,294
Goodwill	74,213			74,213
Intangible assets, net	90,378			92,473
Equity method investments	4,781			5,078
Other assets	1,384			188
Total assets	$	401,668		$	355,756
Liabilities, mezzanine equity and stockholders’ equity
Current liabilities:
Accounts payable	18,942			25,510
Contract liabilities	428			582
Notes payable, current maturities	37,563			34,873
Asset retirement obligation, current portion	7,836			9,944
Purchase option liability	7,110			7,110
Accrued liabilities	59,493			35,490
Other current liabilities	1,180			1,116
Total current liabilities	132,552			114,625
Deferred tax liabilities	1,492			1,492
Contingent payments for acquisitions	11,538			11,481
Asset retirement obligation	5,151			5,187
Line of credit	27,000			19,000
Notes payable, less current maturities	160,016			150,698
Other liabilities	1,000			—
Total liabilities	338,749			302,483
Commitments and contingencies (see Note 15)
Mezzanine equity
Series A Preferred Stock — $0.01 par value; 50,000 shares authorized, 26 shares issued and outstanding as of March 31, 2020; aggregate liquidation preference of $26,000 as of March 31, 2020	23,513			—
Stockholders’ equity
Retained losses	(47,252		)	(33,002		)
Common Stock — $0.01 par value; 200,000 shares authorized, 29,745 and 29,624 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	296			296
Additional paid-in capital	85,794			85,187
Total stockholders’ equity	38,838			52,481
Non-controlling interest	568			792
Total equity	39,406			53,273
Total liabilities, mezzanine equity and stockholders’ equity	$	401,668		$	355,756

CHARAH SOLUTIONS, INC.

Condensed Consolidated Statement of Operations

(in thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2020			2019
Revenue	$	164,631		$	163,258
Cost of sales	153,834			147,879
Gross profit	10,797			15,379
General and administrative expenses	12,756			13,985
Operating (loss) income	(1,959		)	1,394
Interest expense, net	(3,630		)	(5,052		)
Loss on extinguishment of debt	(8,603		)	—
Income from equity method investment	296			554
Loss before income taxes	(13,896		)	(3,104		)
Income tax benefit	—			(761		)
Net loss	(13,896		)	(2,343		)
Less income attributable to non-controlling interest	354			476
Net loss attributable to Charah Solutions, Inc.	(14,250		)	(2,819		)
Accrued Series A Preferred Stock dividends	(111		)	—
Net loss attributable to common stockholders	$	(14,361	)	$	(2,819	)
Loss per common share:
Basic	$	(0.48	)	$	(0.10	)
Diluted	$	(0.48	)	$	(0.10	)
Weighted-average shares outstanding used in loss per common share:
Basic	29,644			29,188
Diluted	29,644			29,188

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CHARAH SOLUTIONS, INC.

Condensed Consolidated Statement of Cash Flows

(in thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(13,896	)	$	(2,343	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	6,524			6,257
Loss on extinguishment of debt	8,603			—
Paid-in-kind interest on long-term debt	237			—
Amortization of debt issuance costs	—			171
Deferred income tax benefit	—			(761		)
Loss on sale of fixed assets	54			527
Income from equity method investment	(296		)	(554		)
Distributions received from equity investment	593			512
Non-cash share-based compensation	732			208
Loss on interest rate swap	64			1,362
Interest accreted on contingent payments for acquisition	57			67
Increase (decrease) in cash due to changes in:
Trade accounts receivable	(28,320		)	(3,086		)
Contract assets and liabilities	(6,672		)	(8,916		)
Inventory	2,724			1,331
Accounts payable	(6,379		)	(4,757		)
Asset retirement obligation	(2,143		)	(1,847		)
Other assets and liabilities	19,798			18,004
Net cash (used in) provided by operating activities	(18,320		)	6,175
Cash flows from investing activities:
Proceeds from the sale of equipment	14			470
Purchases of property and equipment	(1,184		)	(7,140		)
Net cash used in investing activities	(1,170		)	(6,670		)
Cash flows from financing activities:
Net proceeds on line of credit	8,000			701
Proceeds from long-term debt	15,000			3,656
Principal payments on long-term debt	(5,095		)	(3,721		)
Payments of debt issuance costs	(935		)	—
Taxes paid related to net settlement of shares	(14		)	—
Net proceeds from issuance of convertible Series A preferred stock	24,509			—
Distributions to non-controlling interest	(578		)	(582		)
Net cash provided by financing activities	40,887			54
Net increase (decrease) in cash, cash equivalents and restricted cash	21,397			(441		)
Cash, cash equivalents and restricted cash, beginning of period	6,128			6,900
Cash, cash equivalents and restricted cash, end of period	$	27,525		$	6,459
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	3,352		$	3,358
Cash refunded during the year for taxes	780			—
Non-cash investing and financing transactions:
Changes in property and equipment included in accounts payables and accrued expenses	$	676		$	—
Sale of equipment through the issuance of a note receivable	1,450			—
Debt issuance costs included in accounts payable and accrued expenses	579			—
Series A Preferred Stock dividends payable included in accrued expenses	111			—
Series A Preferred Stock issuance costs included in accounts payable and accrued expenses	995			—

8

CHARAH SOLUTIONS, INC.

Segment Results

(in thousands)

(Unaudited)

	Three Months Ended
	March 31,						Change
	2020			2019			$			%
	(dollars in thousands)
Revenue:
Environmental Solutions	$	36,665		$	58,383		$	(21,718	)	(37.2	)%
Maintenance and Technical Services	127,966			104,875			23,091			22.0	%
Total revenue	164,631			163,258			1,373			0.8	%
Cost of sales	153,834			147,879			5,955			4.0	%
Gross Profit:
Environmental Solutions	3,852			8,267			(4,415		)	(53.4	)%
Maintenance and Technical Services	6,945			7,112			(167		)	(2.3	)%
Total gross profit	10,797			15,379			(4,582		)	(29.8	)%
General and administrative expenses	12,756			13,985			(1,229		)	(8.8	)%
Operating (loss) income	(1,959		)	1,394			(3,353		)	(240.5	)%
Interest expense, net	(3,630		)	(5,052		)	1,422			28.1	%
Loss on extinguishment of debt	(8,603		)	—			(8,603		)	100.0	%
Income from equity method investment	296			554			(258		)	(46.6	)%
Loss before taxes	(13,896		)	(3,104		)	(10,792		)	347.7	%
Income tax benefit	—			(761		)	761			(100.0	)%
Net loss	(13,896		)	(2,343		)	(11,553		)	493.1	%
Less income attributable to non-controlling interest	354			476			(122		)	(25.6	)%
Net loss attributable to Charah Solutions, Inc.	$	(14,250	)	$	(2,819	)	$	(11,431	)	405.5	%

9

CHARAH SOLUTIONS, INC.

Non-GAAP Reconciliation: Net Loss Attributable to Charah Solutions, Inc. to Adjusted EBITDA

(in thousands)

(Unaudited)

We define Adjusted EBITDA as net loss attributable to Charah Solutions, Inc. before loss on extinguishment of debt, interest expense, income taxes, depreciation and amortization, equity-based compensation, non-recurring legal costs and expenses and start-up costs, the Brickhaven contract deemed termination revenue reversal and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure.

The following table presents a reconciliation of Adjusted EBITDA to net loss attributable to Charah Solutions, Inc., our most directly comparable financial measure calculated and presented in accordance with GAAP, along with our Adjusted EBITDA margin.

	Three Months Ended
	March 31,
	2020			2019
	(in thousands)
Net loss attributable to Charah Solutions, Inc.	$	(14,250	)	$	(2,819	)
Interest expense, net	3,630			5,052
Loss on extinguishment of debt	8,603			—
Income tax benefit	—			(761		)
Depreciation and amortization	6,524			6,257
Elimination of certain non-recurring legal costs and expenses(1)	(264		)	(746		)
Equity-based compensation	732			208
Transaction-related expenses and other items(2)	218			1,715
Adjusted EBITDA	$	5,193		$	8,906
Adjusted EBITDA margin(3)	3.2%			5.5%

(1) Represents non-recurring legal costs and expenses, which amounts are not representative of those that we historically incur in the ordinary course of our business. Negative amounts represent insurance recoveries related to these matters.

(2) Represents expenses associated with the Amendment to the Credit Facility, SCB transaction expenses, executive severance costs, IPO-related costs, and other miscellaneous items.

(3) Adjusted EBITDA margin is a non-GAAP financial measure that represents the ratio of Adjusted EBITDA to total revenue. We use Adjusted EBITDA margin to measure the success of our businesses in managing our cost base and improving profitability.

10

CHARAH SOLUTIONS, INC.

Non-GAAP Reconciliation: Net Loss Attributable to Charah Solutions, Inc. to

Adjusted Net Loss Attributable to Charah Solutions, Inc. and Adjusted Loss per Diluted Share

(in thousands)

(Unaudited)

Adjusted net loss attributable to Charah Solutions, Inc. and Adjusted loss per basic/diluted share are non-GAAP financial measures. We define Adjusted net loss attributable to Charah Solutions, Inc. as net loss attributable to Charah Solutions, Inc. plus, on a post-tax basis, loss on extinguishment of debt, non-recurring legal costs and expenses, non-recurring start-up costs and expenses, and transaction-related expenses and other items. Adjusted loss per basic/diluted share is based on Adjusted net loss attributable to Charah Solutions, Inc.

The following represents a reconciliation of net loss attributable to Charah Solutions, Inc., our most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted net loss attributable to Charah Solutions, Inc. and Adjusted loss per basic/diluted share.

	Three Months Ended
	March 31,
	2020			2019
Net loss attributable to Charah Solutions, Inc.	$	(14,250	)	$	(2,819	)
Income tax benefit	—			(761		)
Loss on extinguishment of debt	8,603			—
Elimination of certain non-recurring legal costs and expenses(1)	(264		)	(746		)
Transaction-related expenses and other items(2)	218			1,715
Adjusted loss before income taxes attributable to Charah Solutions, Inc.	$	(5,693	)	$	(2,611	)
Adjusted income tax benefit(3)	—			(640		)
Adjusted net loss attributable to Charah Solutions, Inc.	$	(5,693	)	$	(1,971	)
Weighted-average basic / diluted share count(4)	29,644			29,374
Adjusted loss per diluted share	$	(0.19	)	$	(0.07	)

(1) Represents non-recurring legal costs and expenses, which amounts are not representative of those that we historically incur in the ordinary course of our business. Negative amounts represent insurance recoveries related to these matters.

(2) Represents SCB transaction expenses, executive severance costs, IPO-related costs, expenses associated with the amendments to the Credit Facility and other miscellaneous items.

(3) Represents the effective income tax rate of 0.0% and 24.5% for three months ended March 31, 2020 and 2019, respectively, multiplied by adjusted loss before income taxes attributable to Charah Solutions, Inc.

(4) As a result of the adjusted net loss per share for the three months ended March 31, 2020 and 2019, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares (in thousands) of 3,012 and 991 were excluded from the computation of the weighted-average shares for diluted adjusted net loss per share for the three months ended March 31, 2020 and 2019, respectively.

11

CHARAH SOLUTIONS, INC.

Non-GAAP Reconciliation: Cash Flows from Operating Activities to Free Cash Flow

(in thousands)

(Unaudited)

We define free cash flow as cash flows from operating activities, less cash used for capital expenditures, net of proceeds. We exclude capital expenditures because we consider them to be a necessary component of our ongoing operations. We consider free cash flow to be a measure that provides useful information to management and investors about the amount of cash generated by the business that can be used for investing in our business and strengthening our balance sheet, but it is not intended to represent the amount of cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from this measure.

The following represents a reconciliation of net cash (used in) provided by operating activities to free cash flow, our most directly comparable financial measure calculated and presented in accordance with GAAP. The presentation of free cash flow is not meant to be considered in isolation or as an alternative to net cash provided by (used in) operating activities as a measure of liquidity.

	Three Months Ended
	March 31,
	2020			2019
Net cash (used in) provided by operating activities	$	(18,320	)	$	6,175
Capital expenditures, net of proceeds:
Maintenance and growth(1)	(868		)	(3,514		)
Technology	(302		)	(3,156		)
Total capital expenditures	(1,170		)	(6,670		)
Free cash flow	$	(19,490	)	$	(495	)

(1) Proceeds of $14 and $470 were included in maintenance and growth capital expenditures for the three months ended March 31, 2020 and 2019, respectively.

12

EX-99.2

Exhibit 99.2 Q1 2020 Earnings Call Presentation May 13, 2020

Forward-Looking Statements Forward-Looking Statements This presentation and our accompanying comments include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about future financial and operating results, the Company’s plans, objectives, estimates, expectations, and intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on our current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward- looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 27, 2020 with the Securities and Exchange Commission (“SEC”) and in our other reports filed from time to time with the SEC. There may be other factors of which we are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. We do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements. Non-GAAP Financial Measures Included in this presentation are certain non-GAAP financial measures designed to complement the financial information presented in accordance with GAAP because management believes such measures are useful to investors. The non-GAAP financial measures are not determined in accordance with GAAP and should not be considered a substitute for performance measures determined in accordance with GAAP. The calculations of the non-GAAP financial measures are subjective, based on management’s belief as to which items should be included or excluded in order to provide the most reasonable and comparable view of the underlying operating performance of the business. We may, from time to time, modify the amounts used to determine our non-GAAP financial measures. Reconciliation of non-GAAP financial measures are included in the supplemental slides in the Appendix of this presentation. Market & Industry Data This presentation includes industry and trade data, forecasts and information that was prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other independent sources available to the Company. Some data also are based on the Company’s good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. These third-party publications and surveys generally state that the information included therein has been obtained from sources believed to be reliable, but that the publications and surveys can give no assurance as to the accuracy or completeness of such information. The Company has not independently verified any of the data from third-party sources nor has it ascertained the underlying economic assumptions on which such data are based. 2

Agenda . Business Highlights (Scott Sewell, President and CEO) – COVID-19 initiatives and business impact update – Our significant accomplishments – First quarter 2020 financial highlights – Regulatory and legislative update . Financial Overview (Roger Shannon, CFO and Treasurer) – First quarter 2020 financial review o Revenue, gross profit, and Adjusted EBITDA comparison o Business segment performance o Cash flow update – Debt and leverage – 2020 guidance . Conclusion (Scott Sewell) . Appendix – Non-GAAP Reconciliations 3

Business Highlights 4

COVID-19 Update Provider of Mission-Critical Services, Not Economic Dependent The foundation of Charah Solutions business model is built on consistent, mission-critical services for its customers Resilience of operations amidst economic uncertainty – Coal-fired generation plant operators have only 2-3 days of onsite ash storage capacity – Routine nuclear reactor maintenance is non-discretionary, specialized, and predictable – Remediation market driven by environmental regulation, less influenced by macroeconomic conditions – 80% of customers are investment grade-rated regulated utilities – Charah Solutions grew business during the Great Recession in 2008 No Significant Work Stoppages to Date 5

COVID-19 Update Safety and Business Continuity Actions Taken Charah Solutions’ commitment to safety is a core value and an integral component of the corporate culture . No significant work stoppages . Continuing actions taken to protect our employees, customers and business, including: – Policies restricting non-essential travel and in-person team meetings, work-at-home program, and communicating guidance on healthy behaviors within offices and at work sites . Corporate offices closed . Social distancing guidelines administered and practiced – Contingency plans to ensure business continuity for our mission-critical customers . Internal COVID-19 task force created with daily status calls . CORE Health-Supporting Employee Triage and Evaluation per CDC Guidelines – Procedures for managing potential service interruptions and maintaining real-time communications across the organization and with customers . Customized Pre-Job Clearance Protocols (temperature screening, wellness checks lists, etc.) . Preemptive cost-cutting and cost savings initiatives across the Company Our Highest Priority Remains the Safety of our Employees and Customers 6

Significant Accomplishments First Quarter 2020  Actively bidding on more work than any other time in the Company’s history – In process of submitting proposals for projects at three major Southeastern utilities that have recently announced intentions to proceed with large ash pond remediation projects  Announced award of two new remediation and beneficial reuse projects – Consumers Energy pond ELT project – Pond closure and ash beneficial reuse for a large southeastern U.S. utility  Growth in our Maintenance and Technical Services operations with increased scope and higher revenue from both our nuclear and fossil maintenance services  $175 million in new awards on a project revenue basis; on pace to exceed full-year 2019 award levels of $583 million  Increased diversification of customer base and broadened geographic reach Significant Pickup in Business Development Activities 7

Q1 2020 Financial Highlights . Revenues increased 0.8% to $164.6 million as compared to Q1 2019 – Driven by: . (i) additional spring nuclear outages; and, . (ii) increased fossil services revenues – Partially offset by a net overall decrease in revenue from Environmental Solutions . Gross profit and Adjusted EBITDA1 decreased – Primarily due to: . (i) deemed termination of the Brickhaven project that occurred in the second quarter of 2019 . (ii) the roll-off of other remediation and compliance services contracts 8 1. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure

Recent Regulatory/Legislative Developments February 2020 – EPA Announced Final Proposed Revision to 2015 Rule - Changes the method of reclamation for hundreds of ash impoundments that were lined with clay soils and claiming a liner in their basis for closure in place - Moved up the ceasing of operating these CCR impoundments from October 2020 to August 2020- January 2020 – Duke Energy, North Carolina Regulators and Community Groups Reach Ash Pond Closure Agreement - Ends coal ash pond closure debate in NC and provides clarity on closure timing and methods -Duke Energy estimated the total undiscounted cost to permanently close all ash basins in the Carolinas to be approximately $8 billion to $9 billion, with approximately $2.4 billion already spent through 2019 Regulatory and Policy Trends Still Driving Customer Needs for Remediation Solutions 9

First Quarter Financial Overview 10

First Quarter 2020 Financial Review ($ in millions) . Revenue increased by 0.8% due to Q1 2020 vs. Q1 2019 an increase in the number of spring nuclear outages and an overall Net Loss Attributable to 1 increase in our fossil services Revenue Gross Profit Charah Solutions, Inc. Adjusted EBITDA business, partially offset by a decline in Environmental Solutions . Gross profit decreased by 30%, primarily driven by project completions, including the deemed termination of the Brickhaven contract that occurred in Q2 2019 . Net loss attributable to Charah Solutions, Inc. increased 406% due to an $8.6 million non-cash loss on extinguishment of debt that was recorded in Q1 2020 9.4% 6.6% 5.5% 3.2% . Year-over-year Adjusted EBITDA1 -$3 and Adjusted EBITDA margin1 Margin Comparison Margin Comparison down primarily due to impacts -$14 mentioned above 11 1. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure

First Quarter 2020 Financial Review Business Segment Performance (GAAP as reported: $ in millions) Environmental Solutions Maintenance & Technical Services Revenue Gross Profit Revenue Gross Profit 14.2% 10.5% 6.8% 5.4% 37% Revenue Decrease 22% Revenue Increase . Revenue decrease driven by net impact of remediation contract . Revenue increase driven by more spring nuclear outages and an completions, including the completion of the Brickhaven contract overall increase in fossil services revenue . Gross profit decrease driven by net impact of remediation contract completions 12

First Quarter 2020 Financial Review Cash Flow Update ($ in millions) Cash flow from operations (pre-changes in $2.7 W/C) Negative change primarily driven by Spring 2020 nuclear outage working capital build, with A/R collections continuing past quarter-end, Change in W/C (21.0) and an increase in contract assets which we expect to collect in Q2 Operating cash flow $(18.3) 2020 Capex Maintenance and growth $(0.9) Technology (0.3) Free cash flow1 $(19.5) 13 1. Free cash flow is a non-GAAP measure. Please refer to the supplemental slides in the Appendix for a reconciliation of free cash flow to the most directly comparable GAAP measure.

Debt & Leverage As of As of $ Millions 3/31/2020 12/31/2019 . Liquidity of $37M as of Cash and Cash Equivalents $26 $5 3/31/2020: $50 Revolver – Cash: $26M $27 $19 – Revolver1: $11M Equipment Financing and Other $34 $37 . Expect leverage ratio to decline throughout the Senior Secured Term Loan $164 $149 remainder of the year as performance Total Debt $225 $205 improves and a more 3 favorable comparison Net Debt $199 $200 as the second quarter of 2019 rolls off LTM Adj. EBITDA2 $14 $18 Gross Leverage3 15.6x 11.4x Net Leverage3 13.7x 11.1x 1. $50M capacity less $27M drawn less $12M used for letters of credit. 2. Adjusted EBITDA is a non-GAAP measure. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure. 14 3. Net Debt, Gross Leverage and Net Leverage are non-GAAP measures. Net Debt is calculated as Total Debt less cash and cash equivalents. Gross leverage and net leverage are calculated as total debt to Adjusted EBITDA and net debt to Adjusted EBITDA, respectively. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure

2020 Guidance - Reaffirmed ($ in millions) Guidance Revenue $560 Adjusted EBITDA1 $37 Net loss attributable to Charah Solutions, Inc. $15 . Our 2020 guidance includes only existing business and executed contracts. As a result of the COVID-19 pandemic, our guidance does not include the financial impact of new awards in 2020 . Adj. EBITDA1 margin improvement in 2020 – Driven by: . (i) improvement in project mix with higher gross margins . (ii) the completion of remediation projects with previously identified issues . (iii) other cost saving initiatives . Guidance for net loss attributable to Charah Solutions, Inc. includes the impact of the loss on extinguishment of debt associated with the third amendment to the Company’s credit agreement and the increased PIK interest on the term loan . Guidance is based on our expectations of no material worsening of the COVID-19 pandemic, and specifically including, but not limited to, no material customer work stoppages, no significant employee absences, and no government- mandated quarantines. Any worsening of the COVID-19 pandemic could materially affect our 2020 outlook. 15 1. The forward-looking measures of 2020 Adjusted EBITDA and 2020 Adjusted EBITDA margin are non-GAAP financial measures that cannot be reconciled to net income as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking measures.

Conclusion 16

Growth Potential and Drivers Expanding Pipeline Compelling Value Regulatory and Public of Opportunities Proposition to Policy Trends Driving Customers Customer Needs  Very Large Installed Base of Legacy Coal Ash Disposal Ponds Still Require Remediation Power plant operators An industry leader in ash increasingly focused on  Recycling Waste Byproducts Is a Critical excavation environmental Component of the Coal Ash Value Chain stewardship and regulatory compliance  The Power Generation Industry Is History of solving customers’ most Increasingly Requiring Larger Scale complex environmental challenges Environmental and Maintenance Service Providers Recurring Revenue Exceptional quality, safety and Potential compliance record Favorable market dynamics and  Coal and Nuclear Power Generation Remain regulatory trends Important Energy Sources  Routine Nuclear Reactor Maintenance Is Positive Response to MP618TM Non-Discretionary, Specialized, and Technology Initiative Predictable 17

APPENDIX 18

Non-GAAP Reconciliation Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA as net loss attributable to Charah Solutions, Inc. before loss on extinguishment of debt, interest expense, income taxes, depreciation and amortization, equity-based compensation, non-recurring legal costs and expenses and start-up costs, the Brickhaven contract deemed termination revenue reversal and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. The following table presents a reconciliation of Adjusted EBITDA to net loss attributable to Charah Solutions, Inc., our most directly comparable financial measure calculated and presented in accordance with GAAP, along with our Adjusted EBITDA margin. Three Months Ended March 31, 2020 2019 (in thousands) Net loss attributable to Charah Solutions, Inc. $ (14,250 ) $ (2,819 ) Interest expense, net 3,630 5,052 Loss on extinguishment of debt 8,603 — Income tax benefit — (761) Depreciation and amortization 6,524 6,257 Elimination of certain non-recurring legal costs and expenses(1) (264) (746) Equity-based compensation 732 208 Transaction-related expenses and other items(2) 218 1,715 Adjusted EBITDA $ 5,193 $ 8,906 Adjusted EBITDA margin(3) 3.2% 5.5% 1. Represents non-recurring legal costs and expenses, which amounts are not representative of those that we historically incur in the ordinary course of our business. Negative amounts represent insurance recoveries related to these matters. 2. Represents expenses associated with the Amendment to the Credit Facility, SCB transaction expenses, executive severance costs, IPO-related costs, and other miscellaneous items.. 19 3. Adjusted EBITDA margin is a non-GAAP financial measure that represents the ratio of Adjusted EBITDA to total revenue. We use Adjusted EBITDA margin to measure the success of our businesses in managing our cost base and improving profitability.

Non-GAAP Reconciliation Adjusted Net Loss and Adjusted Loss Per Basic/Diluted Share Adjusted net loss attributable to Charah Solutions, Inc. and Adjusted loss per basic/diluted share are non-GAAP financial measures. We define Adjusted net loss attributable to Charah Solutions, Inc. as net loss attributable to Charah Solutions, Inc. plus, on a post-tax basis, loss on extinguishment of debt, non-recurring legal costs and expenses, non-recurring start-up costs and expenses, and transaction-related expenses and other items. Adjusted loss per basic/diluted share is based on Adjusted net loss attributable to Charah Solutions, Inc. The following represents a reconciliation of net loss attributable to Charah Solutions, Inc., our most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted net loss attributable to Charah Solutions, Inc. and Adjusted loss per basic/diluted share. Three Months Ended March 31, 2020 2019 Net loss attributable to Charah Solutions, Inc. $ (14,250 ) $ (2,819 ) Income tax benefit — (761 ) Loss on extinguishment of debt 8,603 — Elimination of certain non-recurring legal costs and expenses(1) (264 ) (746 ) Transaction-related expenses and other items(2) 218 1,715 Adjusted loss before income taxes attributable to Charah Solutions, Inc. $ (5,693 ) $ (2,611 ) Adjusted income tax benefit(3) — (640 ) Adjusted net loss attributable to Charah Solutions, Inc. $ (5,693 ) $ (1,971 ) Weighted-average basic / diluted share count(4) 29,644 29,374 Adjusted loss per diluted share $ (0.19 ) $ (0.07 ) 1. Represents non-recurring legal costs and expenses, which amounts are not representative of those that we historically incur in the ordinary course of our business. Negative amounts represent insurance recoveries related to these matters. 2. Represents SCB transaction expenses, executive severance costs, IPO-related costs, expenses associated with the amendments to the Credit Facility and other miscellaneous items. 3. Represents the effective income tax rate of 0.0% and 24.5% for three months ended March 31, 2020 and 2019, respectively, multiplied by adjusted loss before income taxes attributable to Charah Solutions, Inc. 20 4. As a result of the adjusted net loss per share for the three months ended March 31, 2020 and 2019, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares (in thousands) of 3,035 and 991 were excluded from the computation of the weighted-average shares for diluted adjusted net loss per share for the three months ended March 31, 2020 and 2019, respectively.

Non-GAAP Reconciliation Free Cash Flow We define free cash flow as cash flows from operating activities, less cash used for capital expenditures, net of proceeds. W e exclude capital expenditures because we consider them to be a necessary component of our ongoing operations. We consider free cash flow to be a measure that provides useful information to management and investors about the amount of cash generated by the business that can be used for investing in our business and strengthening our balance sheet, but it is not intended to represent the amount of cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from this measure. The following represents a reconciliation of net cash (used in) provided by operating activities to free cash flow, our most directly comparable financial measure calculated and presented in accordance with GAAP. The presentation of free cash flow is not meant to be considered in isolation or as an alternative to net cash provided by (used in) operating activities as a measure of liquidity. Three Months Ended March 31, 2020 2019 Net cash (used in) provided by operating activities $ (18,320 ) $ 6,175 Capital expenditures, net of proceeds: Maintenance and growth(1) (868) (3,514) Technology (302) (3,156) Total capital expenditures (1,170) (6,670) Free cash flow $ (19,490 ) $ (495 ) 21 1. Proceeds of $14 and $470 were included in maintenance and growth capital expenditures for the three months ended March 31, 2020 and 2019, respectively.