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): July 26, 2021



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



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 following 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))

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  ☒
 
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 7.01.
Regulation FD Disclosure.

On July 26, 2021, Charah Solutions, Inc. (the “Company”) posted an investor presentation on the Investors section of the Company’s website at www.charah.com. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.
Financial Statements and Exhibits.

 
(d)
Exhibits

Exhibit No.
 
Description
     
 
Investor Presentation.
 
The information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.


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 hereunto duly authorized.

 
CHARAH SOLUTIONS, INC.
   
Date: July 26, 2021
By:
/s/ Scott Sewell
   
Scott Sewell
   
Chief Executive Officer and President





Exhibit 99.1

 Investor PresentationJuly 2021 
 

 Forward-Looking Statements  Forward-Looking StatementsThis 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, 2020 filed on March 24, 2021 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 MeasuresIncluded 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 DataThis 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 
 

 Privileged and Confidential – Subject to Change  Charah Solutions, Inc.  3  Company OverviewServices & ESG CommitmentSafety Excellence & RecognitionMarket OpportunitiesQ1 2021 Highlights and Financial Results 
 

 Company Overview  3  Established in 1987Headquartered in Louisville, KYIPO in 2018 (CHRA – NYSE)600+ employeesService more than 40 plants for the top utilities and independent power generatorsProjects in 29 states across the countryDelivering innovative sustainable solutions to complex environmental issues for the betterment of the planet and the communities in which we operateOur sustainability efforts conserve virgin resources and water, reduce greenhouse gases, and decrease landfill disposal, all while providing essential recycled-products that contribute to the growth of our economy and land remediation 
 

                                                                                                                                                                                                                                                 Charah ProjectMultiSource® Terminal Corporate Office Completed Project State    Charah Solutions, Inc. Project Locations 
 

 Company Development Timeline  6 
 

 New Management Impact  March 15, 2021 Issue First Annual ESG Report  April 22, 2021 Awarded Fly Ash Sales and Operations Contract Extension from Luminant Through 2027  April 27, 2021 Awarded 7-Year FGD Operations Contract Extension from Luminant  Jan. 23, 2019Scott Sewell Appointed President & CEO  June 11, 2019Roger Shannon Appointed CFO  July 31, 2019Awarded 30-Acre Landfill Construction Contract in Central  Florida  Sept. 10, 2019Awarded Byproduct Sales Contract Extension Award from Luminant  Feb. 25, 2020Awarded Large- Scale Ash Marketing and Landfill Operations Contract from Entergy Utility Companies  March 5, 2020 Announced Credit Agreement Amendment and Private Placement of Preferred Equity Providing Enhanced Liquidity and Flexibility  April 20, 2020 Sign Agreement With Consumers Energy For The Closure And Reclamation Of Ash Ponds  April 28, 2020 Awarded Large- Scale Pond Closure Contract by Southeastern Utility  Extension from Exelon to Provide Multi- Site Nuclear Maintenance  August 24, 2020 Sept. 24, 2020 Secure Contract Negotiating  Agreement with TMPA for the Acquisition of Gibbons Creek Steam Electric Station  Nov. 19, 2020Announce Sale of Allied Power  Jan. 15, 2021Awarded 12-Year Ash Marketing Contract by Dominion Energy  Feb. 11, 2021Complete Acquisition of TMPA’s Gibbons Creek Steam Electric Station  Feb. 16, 2021Awarded Two Long-Term Ash Pond Closure Contracts from Duke Energy  Feb. 23, 2021Awarded 5-Year Ash Marketing Contract by NV Energy                            7 
 

 Key Customers  Long-Term Relationships with the Leading Domestic Utility Companies  8 
 

 Broad Based Service Offering  9 
 

 Market Opportunities – Remediation & Compliance and Fossil Services  10 
 

 Market Opportunities – Remediation & Compliance and Fossil Services  11  $715 million in new business awards in 2020 (record year), which exceeded 2019, the previous record year, by more than 66%$527 million of new business awards in the first quarter of 2021Local, state, and federal regulatory and legislative rulings are driving requirements for coal-fired power generation facilities to remediate and close coal ash ponds and landfillsNew administration focused on climate action and expect to see an increased focus on coal ash remediation providing significant business opportunitiesPower plant operators increasingly focused on environmental stewardship due to growing pressure from regulators, advocacy groups, and their communities to manage environmental risks  $75 billion environmental remediation and compliance service marketEnvironmental remediation and compliance services market is expected to reach $38 billion by 2025 (on an annual basis), per Research and MarketsConvert our pending bids pipeline of over $3.0 billion as a resultEPA estimated over 1,000 active and inactive ash ponds and landfills that require remediation or closureTrend among our customers is to gain efficiencies by consolidating service providers, and given the breadth of our service offerings, we are well-positioned to deepen our relationship with current customersLaser-focused on capturing a significant share of the $75 billion ash remediation and byproduct sales market 
 

 Market Opportunities – Byproduct Sales  Expectations for significant infrastructure spend and other market demands; We expect the need for fly ash used in the production of “green concrete” to increase, resulting in higher demand for our ash byproducts and raw materials  $1 billion annual byproduct sales market opportunity  Over 25 million tons of byproducts are used annually  12.6 million annual tons of coal combustion residuals (CCRs) were used in concrete production in 2019  The Portland Cement Association's latest outlook shows cement consumption increasing at a rate of 2%-3% over the next 3 years  Proprietary MultiSource® materials network with over 40 locations nationwide  12 
 

 Market Opportunities – Environmental Risk Transfer (ERT)  According to the EIA, between 2010 and the first quarter of 2019, U.S. power companies announced the retirement of more than 546 coal-fired power plants, totaling approximately 102 gigawatts of generating capacity. There are plans to retire another 17 gigawatts of coal-fired capacity by 2025Many utilities have an increased need to retire and decommission older generating assets while minimizing their costs and improving the environment in the processFew companies can combine the environmental expertise and the financial scale to provide utilities with ERT servicesProvide a one-stop service for their entire portfolio to retire and decommission their older, non-profitable assets and remove the liabilities  Texas Municipal Power Agency (TMPA) acquisition, remediation and redevelopment of Gibbons Creek Steam Electric Station and Reservoir  6,166-acre area, including the closed power station, 3,500-acre reservoir, dam, and spillwayResponsibility for the demolition of the coal power plant, performing all environmental remediation work for the site landfills and ash ponds and redevelopment for renewable energy, agricultural, commercial, or industrial use  Consumers Energy B.C. Cobb Generating Facility’s Ash PondsAsh from ponds is being excavated and beneficially reused as necessary fill material in Consumers Energy’s licensed J.C. Weadock landfill in Essexville, MichiganUpon completion land will be repurposed as natural wetlands  Recently announced Avon Lake (Ohio) ERT  acquisition that is expected to close in mid-2022  13 
 

 Environmental Sustainability Services  14 
 

 Inaugural Charah ESG Report  15  March 2021 published our first annual Environmental, Social and Governance (ESG) ReportSASB Index and UN Sustainable Development GoalsShowcases our significant milestones in fulfilling our ESG commitments and preserving our natural resources for the betterment of our planet, our employees, our communities, and our customersWe believe reporting on sustainability is critical for our stakeholders’ increasing need for information 
 

   Commitment To ESG  16 
 

 Safety Excellence  We will never compromise on Safety #SafetyFirstOne-year safety milestone with1.19 million person-hours of work without an Occupational Safety and Health Administration (OSHA) recordable incidentIn 2020 we accomplished a 0.36 Total Recordable Incident Rate (TRIR) with no lost time or restrictedTime injuries in comparison to the most recent industry Total Recordable Incident Rate (TRIR) industry average of 1.7Three-year average Experience Modification Rate (EMR) of less than 0.7  17 
 

 How A True Safety Culture Responds to COVID-19  Mission-critical ongoing operation throughout pandemicDedicated Safety Response Team established in March 2020Implemented company-wide COVID-19 internal reporting procedures for our sitesConducted daily COVID-19 updates company-wideProhibited all non-essential travelImplemented work-from-home programInstituted social distancing and increased sanitization practices at every level  18 
 

 Recognition  2020 Capital Finance International Best Sustainable Environmental Management Solutions USA AwardLouisville Business First “Best Places To Work”Active member of Hard Hat HeroesHigh Ranking in Engineering News- Record’s List of Top Contractors in Power SectorOne Year Safety Milestone with 1.19 Million Person-Hours of Work Without Recordable IncidentWinner of AGC Willis Towers Watson Construction Safety Excellence Award For Third Straight Year  19 
 

 Q1 2021 Highlights and Financial Results 
 

 Q1 2021 Highlights and Financial Results  21  •  Business HighlightsOur significant accomplishmentsFirst quarter 2021 financial highlightsStrong growth in new awardsFinancial OverviewFirst quarter 2021 financial review  Revenue, gross profit, and Adjusted EBITDA comparisonCash flow updateEnvironmental Risk Transfer (ERT) AccountingDebt and leverage2021 guidanceConclusion (Scott Sewell)Appendix – Non-GAAP Reconciliations 
 

 Business Highlights  21 
 

 Significant AccomplishmentsFirst quarter 2021  $527 million in new awards YTD 2021, building on last year’s record of $715 million, with increased diversification of customer base and broadened geographic reachMobilized operations at the Dominion Energy Chesterfield beneficial use project and at two long-term ash pond closure by removal projects at a major Southeastern utilityClosed on the Gibbons Creek, TX Environmental Risk Transfer (ERT) project +$3 billion in pending bids with awards expected in the near-termPositive feedback to our inaugural Environmental, Social and Governance (ESG) ReportContinued our industry leading safety track record and reduction of Net Leverage multipleSignificant near-term pipeline conversion opportunities  23  1. Adjusted free cash flow is a non-GAAP measure. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted free cash flow to the nearest GAAP financial measure 
 

 Q1 2021 Financial Highlights  1. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure  24  Revenues increased $0.8 million as compared to Q1 2020Driven by:(i) an increase in remediation and compliance and fossil services revenue from new projects and time and materials work(ii) Partially offset by lower byproduct sales revenueGross profit increased by $0.7 million as compared to Q1 2020Primarily due to an increase in gross profit margin on byproduct sales and the factors mentioned aboveNet Loss attributable to Charah Solutions Inc. decreased by $13.0 million as to compared to Q1 2020Primarily due to:(i) The absence of $8.6 million of expenses incurred as a result of an amendment to our Credit Facility in Q1 2020(ii) Gain on a sales-type lease of $5.6 million as part of our ERT offerings(iii) decrease in general and administrative expenses resulting from reductions in staff and other cost-cutting measures implemented in April 2020 in response to the COVID-19 pandemic(iv) Partially offset by the absence of $3.0 million of income from discontinued operations, net of taxAdjusted EBITDA1 increased by $8.1 million as compared to Q1 2020 
 

 Strong Growth in New Awards  Record $715M of new awards in 2020, driven by Dominion Energy project.Increase in awards in 2019, 2020 and YTD 2021 as compared to 2018 driven by an increase in customer awards as our utility customers are finalizing their plans to address the regulatorily-mandated closure of more than 1,000 surface impoundmentsDecline in new awards from 2016 to 2018 due to utility customer delays in awarding projects as regulations continued to evolve  25                          $416  $232    $106  $430  $715  $527  $800$700$600$500$400$300$200$100$0  2016 2017 2018 2019 2020 YTD2021  Total Awards ($Millions)      YOY % Change      -44% -54% 306% 66%  $527 million in new awards YTD 2021 
 

 Q1 2021 Financial Review  26 
 

       $52  $51  Q1 2021  Q1 2020  ($ in millions)Revenue increased by 1.6%, primarily driven by an increase in remediation and compliance and fossil service revenue from new project work, partially offset by a decrease in byproduct sales revenue.  Gross profit increased by 14.1%, primarily driven by the factors noted above and an increase in gross profit margin on byproduct sales offerings.  Net loss attributable to Charah Solutions, Inc. decreased 84.8%, primarily driven by the absence of a loss on extinguishment of debt, a gain on sales-type lease, a decrease in G&A expenses, partially offset by the absence of income from discontinued operations, net of tax.  Adjusted EBITDA1 and Adjusted EBITDA margin1 increased primarily due to the decrease in the net loss attributable to Charah Solutions, Inc.  1. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measure  Revenue Gross Profit    Q1 2021Financial Review  Revenue, Gross Profit and Adjusted EBITDA Comparison  27  Adjusted EBITDA1    Q1 2021 vs. Q1 2020      18.3% 2.8%        10.7% 9.5%  Margin Comparison  Net Loss Attributable to Charah Solutions, Inc.    Margin Comparison        $6  $5  Q1 2021  Q1 2020      Q1 2021-$1  -$14  Q1 2020        $10  $1  Q1 2021  Q1 2020 
 

 First Quarter Financial Review  Cash Flow Update        Cash flow from operations (pre-changes in W/C)  $0.3  Change in W/C  13.8  Operating cash flow  $14.1  Cash and restricted cash received from Gibbons Creek Transaction  34.9  Capex  Maintenance and growth  (1.0)  Land improvements  (0.1)  Adjusted free cash flow1  $47.9  ($ in millions)  1. Adjusted free cash flow is a non-GAAP measure. Please refer to the supplemental slides in the Appendix for a reconciliation of Adjusted free cash flow to the most directly comparable GAAP measure    Positive cash flow driven by execution of the Gibbons Creek Transaction and disciplined cash management of working capital requirements  Adjusted free cash flow positive for the year     
 

 29    $ Millions  As of3/31/2021  As of12/31/2020    Cash and Restricted Cash  $72  $29    Less: Restricted Cash  ($48)  ($4)    Unrestricted Cash and Equivalents  $24  $25    Revolving Credit Facility  $19  $12    Equipment Financing and Other  $28  $29    Term Loan  $123  $125    Total Debt  $170  $166    Net Debt3  $146  $141    LTM Adj. EBITDA2  $22  $14    Gross Leverage3  7.7x  11.9x    Net Leverage3  6.6x  10.1x    Debt & Leverage  $50M capacity less $19M drawn less $16M used for letters of credit.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.  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.  Liquidity of $39M as of 3/31/2021:Unrestricted Cash: $24MRevolver1: $15MExpect leverage ratio to decline throughout 2021 as performance continues to improve. 
 

 2021 Guidance  30    Guidance  Revenue  $260 - $300  Net loss attributable to Charah Solutions, Inc.  ($5) - $0  Adjusted EBITDA1  $35 - $40  Adjusted Free Cash Flow1  $33 - $38  ($ in millions)Though we are not currently seeing any significant disruptions to our business due to the critical nature of our customers’ operations, the COVID-19 pandemic and resulting potential for significant business disruptions beyond our control have created a high level of uncertainty, including but not limited to further uncertainties around demand-driven power generation. There are also timing uncertainties associated with the startup of recently announced customer awards, including ERT awards. As with our 2020 results, the impact of weather, including hurricanes, excessive rain or moderate temperatures could adversely affect our results.We are re-affirming guidance within the following ranges:  1. The forward-looking measures of 2021 Adjusted EBITDA and 2021 Adjusted Free Cash Flow are non-GAAP financial measures that cannot be reconciled to net income attributable to Charah Solutions, Inc. as the most directly comparable GAAP financial measure without unreasonable effort primarily because of the uncertainties involved in estimating forward-looking measures. 
 

 APPENDIX  31 
 

 Non-GAAP Reconciliation  Adjusted EBITDA and Adjusted EBITDA Margin  32  Represents amounts for continuing operations only.Represents expenses associated with the Amendment to the Credit Facility and other miscellaneous items.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.  Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. We define Adjusted EBITDA as net earnings attributable to Charah Solutions, Inc. before income from discontinued operations, net of tax, loss on extinguishment of debt, impairment expense, gain on change in contingent payment liability, interest expense, net, income taxes, depreciation and amortization, equity-based compensation and transaction-related expenses and other items. Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to total revenue. 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 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 EBITDA. 
 

 Non-GAAP ReconciliationAdjusted EBITDA for the Twelve Months Ended December 31, 2020 and the Three Months Ended March 31, 2021  33  Represents amounts for continuing operations only.Represents expenses associated with the Amendment to the Credit Facility and other miscellaneous items. 
 

 Non-GAAP Reconciliation  Adjusted Net Loss and Adjusted Loss Per Basic/Diluted Share  34  Represents amounts for continuing operations only.Represents expenses associated with the Amendment to the Credit Facility and other miscellaneous items.Represents the effective tax rate of 14.9% and 0.0% for the three months ended March 31, 2021 and 2020, respectively, multiplied by adjusted loss before income taxes attributable to common stockholders.As a result of the adjusted net loss per share for the three months March 31, 2021 and 2020, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares of 11,788 and 3,012 were excluded from the computation of the weighted-average shares for diluted net loss per share for the three months ended March 31, 2021 and 2020,, respectively.  Adjusted net loss attributable to common stockholders and Adjusted loss per basic/diluted share are non-GAAP financial measures. We define Adjusted net loss attributable to common stockholders as net loss attributable to common stockholders less, on a post-tax basis, income from discontinued operations, net of tax and plus, on a post-tax basis, loss on extinguishment of debt, impairment expense and transaction-related expenses and other items. Adjusted loss per basic/diluted share is based on Adjusted net loss attributable to common stockholders.The following represents a reconciliation of net loss attributable to common stockholders, our most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted net loss attributable to common stockholders and Adjusted loss per basic/diluted share. 
 

 Non-GAAP Reconciliation  Adjusted Free Cash Flow  We define Adjusted free cash flow as cash flows from operating activities and cash and restricted cash received from ERT transaction, less cash used for capital expenditures, net of proceeds. We include cash and restricted cash received from ERT transactions and exclude capital expenditures because we consider them to be a necessary component of our ongoing operations. We consider Adjusted 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 provided by (used in) operating activities, our most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted free cash flow. The presentation of Adjusted 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.  1. Proceeds of $446 and $14 were included in maintenance and growth capital expenditures for the three months ended March 31, 2021 and 2020, respectively.