UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION OF
LATE FILING
Commission
File Number: 001-40169
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(Check One)
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☐ Form 10-K ☐ Form 20-F
☐ Form 11-K ☒ Form
10-Q
☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR
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For Period Ended: June 30, 2022
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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For the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing in this
form shall be construed to imply that the Commission has verified
any information contained herein.
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If the notification relates to a
portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I — REGISTRANT
INFORMATION
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Charah
Solutions, Inc.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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12601
Plantside Drive
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Address of Principal Executive Office (Street and
Number)
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Louisville, KY 40299
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City, State and Zip Code
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PART II — RULES
12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
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(a)
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The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense
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☒
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(b)
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The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III —
NARRATIVE
State below in reasonable detail
why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the
transition report or portion thereof, could not be filed within the
prescribed time period.
As reported in the Current Report on Form 8-K filed by Charah
Solutions, Inc. (the “Company”) on August 15, 2022, the Company
executed a significant financing transaction for a delayed draw
term loan agreement with Charah Preferred Stock Aggregator, LP, an
affiliate of Bernhard Capital Partners Management, LP, the
Company’s majority voting shareholder. The Company sought this
agreement for short-term liquidity purposes. Management’s efforts
related to this term loan agreement have required a significant
amount of management time and other Company resources that normally
would be devoted to the preparation of the Form 10-Q and related
matters. As a result, the Company has determined that it will
require additional time for compilation, analysis and review of
information to complete its preparation and review of its financial
statements and disclosures in the Form 10-Q, which could not be
completed by the date required without incurring unreasonable
effort and expense. The Company anticipates that it will file its
Form 10-Q as soon as reasonably possible and within the 5-calendar
day extension provided by Rule 12b-25 of the Securities Exchange
Act of 1934, as amended.
PART IV — OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
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Roger
Shannon
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502
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245-1353
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
report(s).
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☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
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If so: attach an explanation of the
anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the
results cannot be made.
For
the three months ended June 30, 2022, the Company will report
revenue of $77.1 million as compared to $63.5 million for the same
period in 2021 and $66.1 million for the three months ended March
31, 2022. Gross profit was $2.7 million for the three months ended
June 30, 2022 as compared to $6.9 million for the same period in
2021 and negative $3.8 million for the three months ended March 31,
2022. Net loss attributable to Charah Solutions, Inc. was $9.6
million for the three months ended June 30, 2022 as compared to
$4.2 million for the same period in 2021 and $12.0 million for the
three months ended March 31, 2022.
Several factors impacted financial results in the second quarter of
2022. These included increased costs associated with the completion
and demobilization of three legacy projects which continued into
the second quarter. Two of the projects have now been completed,
and the third is substantially complete. The startup challenges
relating to the two large beneficial use projects impacted the
results in the quarter.
Forward-Looking Statements
The
Company’s statements included in this Form 12b-25 include
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995, and actual events may differ
materially from those contemplated by these forward-looking
statements. These forward-looking statements are subject to certain
risks and uncertainties, including the inability of the Company to
complete the work necessary in order to file the Report on Form
10-Q for the quarterly period ended June 30, 2022 in the time frame
that is anticipated. The Company undertakes no obligation to revise
or update any forward-looking statements to reflect actual events
or circumstances after the date hereof, except as required by
law.
Charah
Solutions, Inc.
(Name of Registrant as Specified
in Charter)
has caused this notification to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: August 16, 2022
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[NAME OF REGISTRANT]
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By:
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/s/ Scott A. Sewell
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Name: Scott Sewell
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Title:
President & CEO
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INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to
sign on behalf of the registrant shall be filed with the
form.
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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