Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Registrant Name | TARGET HOSPITALITY CORP. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 101,952,683 | ||
Entity Central Index Key | 0001712189 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 100,419,824 | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38343 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1378631 | ||
Entity Address, Address Line One | 9320 Lakeside Boulevard, Suite 300 | ||
Entity Address, City or Town | The Woodlands | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77381 | ||
City Area Code | 800 | ||
Local Phone Number | 832-4242 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Houston, Texas | ||
Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | TH | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase common stock [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | THWWW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 23,406 | $ 6,979 |
Accounts receivable, less allowance for doubtful accounts of $43 and $2,977, respectively | 28,780 | 28,183 |
Prepaid expenses and other assets | 8,350 | 7,195 |
Related party receivable | 1,205 | |
Total current assets | 60,536 | 43,562 |
Specialty rental assets, net | 291,792 | 311,487 |
Other property, plant and equipment, net | 11,252 | 11,019 |
Goodwill | 41,038 | 41,038 |
Other intangible assets, net | 88,485 | 103,121 |
Deferred tax asset | 14,710 | 15,179 |
Deferred financing costs revolver, net | 2,159 | 3,422 |
Other non-current assets | 3,420 | 5,409 |
Total assets | 513,392 | 534,237 |
Current liabilities: | ||
Accounts payable | 11,803 | 10,644 |
Accrued liabilities | 33,126 | 24,699 |
Deferred revenue and customer deposits | 27,138 | 6,619 |
Current portion of capital lease and other financing obligations (Note 11) | 729 | 3,571 |
Total current liabilities | 72,796 | 45,533 |
Long-term debt (Note 11): | ||
Principal amount | 340,000 | 340,000 |
Less: unamortized original issue discount | (1,681) | (2,319) |
Less: unamortized term loan deferred financing costs | (8,107) | (11,182) |
Long-term debt, net | 330,212 | 326,499 |
Revolving credit facility (Note 11) | 48,000 | |
Long-term capital lease and other financing obligations | 696 | 269 |
Other non-current liabilities | 1,465 | 479 |
Deferred revenue and customer deposits | 7,273 | 11,752 |
Asset retirement obligations | 2,079 | 2,284 |
Warrant liabilities | 1,600 | 533 |
Total liabilities | 416,121 | 435,349 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Common Stock, $0.0001 par, 400,000,000 authorized, 106,367,450 issued and 101,952,683 outstanding as of December 31, 2021 and 105,585,682 issued and 101,170,915 outstanding as of December 31, 2020. | 10 | 10 |
Common Stock in treasury at cost, 4,414,767 shares as of December 31, 2021 and December 31, 2020, respectively. | (23,559) | (23,559) |
Additional paid-in-capital | 109,538 | 106,551 |
Accumulated other comprehensive loss | (2,462) | (2,434) |
Accumulated earnings | 13,744 | 18,320 |
Total stockholders' equity | 97,271 | 98,888 |
Total liabilities and stockholders' equity | $ 513,392 | $ 534,237 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Allowance for doubtful accounts | $ 43 | $ 2,977 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 106,367,450 | 105,585,682 |
Common stock, Number of share outstanding | 101,952,683 | 101,170,915 |
Treasury stock, shares | 4,414,767 | 4,414,767 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Revenue, Topic 606 | $ 214,427 | $ 172,189 | $ 261,270 |
Revenue | 291,337 | 225,148 | 321,096 |
Costs: | |||
Depreciation of specialty rental assets | 53,609 | 49,965 | 43,421 |
Gross profit | 101,350 | 57,155 | 147,013 |
Selling, general and administrative | 46,461 | 38,128 | 76,648 |
Other depreciation and amortization | 16,910 | 15,649 | 15,481 |
Restructuring costs | 0 | 0 | 168 |
Currency gains, net | 0 | 0 | (123) |
Other expense (income), net | 880 | (723) | 6,872 |
Operating income | 37,099 | 4,101 | 47,967 |
Loss on extinguishment of debt | 0 | 0 | 907 |
Interest expense, net | 38,704 | 40,034 | 33,401 |
Change in fair value of warrant liabilities | 1,067 | (2,347) | (5,920) |
Income (loss) before income tax | (2,672) | (33,586) | 19,579 |
Income tax expense (benefit) | 1,904 | (8,455) | 7,607 |
Net income (loss) | (4,576) | (25,131) | 11,972 |
Other comprehensive income (loss) | |||
Foreign currency translation | (28) | 124 | (95) |
Comprehensive income (loss) | $ (4,604) | $ (25,007) | $ 11,877 |
Two Class Method: | |||
Weighted average number shares outstanding - basic | 96,611,022 | 96,018,338 | 94,501,789 |
Weighted average number shares outstanding - diluted | 96,611,022 | 96,018,338 | 94,501,789 |
Net income (loss) per share - basic | $ (0.05) | $ (0.26) | $ 0.13 |
Net income (loss) per share - diluted | $ (0.05) | $ (0.26) | $ 0.13 |
Services | |||
Revenue: | |||
Revenue, Topic 606 | $ 203,134 | $ 132,430 | $ 242,817 |
Costs: | |||
Costs | 120,192 | 109,185 | 120,712 |
Specialty rental | |||
Revenue: | |||
Revenue, subject to ASC 840 | 76,909 | 52,960 | 59,826 |
Costs: | |||
Costs | 16,186 | 8,843 | 9,950 |
Construction fee | |||
Revenue: | |||
Revenue, Topic 606 | $ 11,294 | $ 39,758 | $ 18,453 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings | Total |
Beginning Balances at Dec. 31, 2018 | $ 7 | $ 319,968 | $ (2,463) | $ 31,479 | $ 348,991 | |
Beginning Balances (In Shares) at Dec. 31, 2018 | 74,786,327 | |||||
Net income (loss) | 11,972 | 11,972 | ||||
Recapitalization transaction | $ 3 | 305,578 | 305,581 | |||
Recapitalization transaction (in shares) | 30,446,606 | |||||
Contribution | 39,107 | 39,107 | ||||
Recapitalization transaction - cash paid to Algeco Seller | (563,134) | (563,134) | ||||
Stock-based compensation | 1,749 | 1,749 | ||||
Stock-based compensation (in shares) | 21,996 | |||||
Shares used to settle payroll tax withholding | (90) | (90) | ||||
Repurchase of common stock as part of a share repurchase program | $ (23,559) | (23,559) | ||||
Repurchase of common stock as part of a share repurchase program (In Shares) | (4,414,767) | 4,414,767 | ||||
Cumulative translation adjustment | (95) | (95) | ||||
Ending Balances at Dec. 31, 2019 | $ 10 | $ (23,559) | 103,178 | (2,558) | 43,451 | 120,522 |
Ending Balances (In shares) at Dec. 31, 2019 | 100,840,162 | 4,414,767 | ||||
Net income (loss) | (25,131) | (25,131) | ||||
Stock-based compensation | 3,594 | 3,594 | ||||
Stock-based compensation (in shares) | 330,753 | |||||
Shares used to settle payroll tax withholding | (221) | (221) | ||||
Cumulative translation adjustment | 124 | 124 | ||||
Ending Balances at Dec. 31, 2020 | $ 10 | $ (23,559) | 106,551 | (2,434) | 18,320 | 98,888 |
Ending Balances (In shares) at Dec. 31, 2020 | 101,170,915 | 4,414,767 | ||||
Net income (loss) | (4,576) | (4,576) | ||||
Stock-based compensation | 3,086 | 3,086 | ||||
Stock-based compensation (in shares) | 781,768 | |||||
Shares used to settle payroll tax withholding | (99) | (99) | ||||
Cumulative translation adjustment | (28) | (28) | ||||
Ending Balances at Dec. 31, 2021 | $ 10 | $ (23,559) | $ 109,538 | $ (2,462) | $ 13,744 | $ 97,271 |
Ending Balances (In shares) at Dec. 31, 2021 | 101,952,683 | 4,414,767 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (4,576) | $ (25,131) | $ 11,972 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 55,883 | 50,870 | 44,585 |
Amortization of intangible assets | 14,636 | 14,744 | 14,317 |
Accretion of asset retirement obligation | 215 | ||
Accretion of asset retirement obligation | (204) | (389) | |
Amortization of deferred financing costs | 4,338 | 3,950 | 3,204 |
Amortization of original issue discount | 638 | 557 | 425 |
Change in fair value of warrant liabilities | 1,067 | (2,347) | (5,920) |
Stock-based compensation expense | 5,084 | 3,606 | 1,749 |
Officer loan compensation expense | 1,583 | ||
(Gain) loss on sale of specialty rental assets and other property, plant and equipment | 383 | (205) | 6,872 |
Loss (gain) on involuntary conversion | (619) | 122 | |
Loss on extinguishment of debt | 0 | 0 | 907 |
Deferred income taxes | 469 | (8,751) | 5,992 |
Provision for loss on receivables, net of recoveries | 1,630 | 4,001 | 1,183 |
Changes in operating assets and liabilities (net of business acquired) | |||
Accounts receivable | (2,228) | 16,267 | 7,440 |
Related party receivable | 1,224 | (280) | (855) |
Prepaid expenses and other assets | (1,156) | (2,549) | (684) |
Accounts payable and other accrued liabilities | 9,926 | 1,038 | (16,826) |
Deferred revenue and customer deposits | 16,040 | (7,827) | (11,177) |
Other non-current assets and liabilities | 1,445 | (154) | (4,609) |
Net cash provided by operating activities | 104,599 | 46,781 | 60,495 |
Cash flows from investing activities: | |||
Purchase of specialty rental assets | (35,488) | (12,177) | (84,732) |
Purchase of property, plant and equipment | (427) | (381) | (441) |
Purchase of business | (30,000) | ||
Proceeds from the sale of specialty rental assets and other property, plant and equipment | 990 | 1,444 | |
Receipt of insurance proceeds | 619 | 386 | |
Repayments from affiliates | 638 | ||
Net cash used in investing activities | (35,915) | (10,949) | (112,705) |
Cash flows from financing activities: | |||
Proceeds from borrowings on Senior Secured Notes, net of discount | 336,699 | ||
Principal payments on finance and capital lease obligations | (4,172) | (11,581) | (2,331) |
Proceeds from borrowings on finance and capital lease obligations | 13,437 | ||
Principal payments on borrowings from ABL | (76,000) | (74,500) | (48,790) |
Proceeds from borrowings on ABL | 28,000 | 42,500 | 108,240 |
Repayment of affiliate note | (3,762) | ||
Contributions from affiliate | 39,107 | ||
Recapitalization | 218,752 | ||
Recapitalization - cash paid to Algeco Seller | (563,134) | ||
Payment of deferred financing costs | (19,798) | ||
Restricted shares surrendered to pay tax liabilities | (99) | (221) | (90) |
Purchase of treasury stock | (5,318) | (18,241) | |
Net cash provided by (used in) financing activities | (52,271) | (35,683) | 46,652 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 14 | (9) | (54) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 16,427 | 140 | (5,612) |
Cash, cash equivalents and restricted cash - beginning of year | 6,979 | 6,839 | 12,451 |
Cash, cash equivalents and restricted cash - end of year | 23,406 | 6,979 | 6,839 |
Supplemental Cash Flow Information: | |||
Cash paid for interest, net of amounts capitalized | 33,766 | 35,600 | 23,581 |
Income taxes paid, net of refunds received | 765 | 1,273 | 1,237 |
Decrease in accrued capital expenditures | 862 | $ 3,487 | |
Non-cash investing and financing activity: | |||
Non-cash change in accrued capital expenditures | (732) | ||
Non-cash repurchase of common shares as part of share repurchase program | (5,318) | ||
Non-cash contribution from affiliate - forgiveness of affiliate note | 104,285 | ||
Non-cash distribution to PEAC - liability transfer from PEAC, net | (8,840) | ||
Non-cash change in capital lease obligation | $ (1,780) | $ (1,856) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets: | |||
Cash and cash equivalents | $ 23,406 | $ 6,979 | $ 6,787 |
Restricted cash | 0 | 0 | 52 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 23,406 | $ 6,979 | $ 6,839 |
Organization and Nature of Oper
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | 1. Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies Organization and Nature of Operations Target Hospitality Corp. (“Target Hospitality” and, together with its subsidiaries, the “Company”) was formed on March 15, 2019 and is one of North America’s largest providers of vertically integrated specialty rental and value-added hospitality services. The Company provides vertically integrated specialty rental and comprehensive hospitality services including: catering and food services, maintenance, housekeeping, grounds-keeping, security, health and recreation services, overall workforce community management, and laundry service. Target Hospitality serves clients in energy and natural resources and government sectors principally located in the West Texas, South Texas, Oklahoma and Midwest regions. The Company, whose securities are listed on the Nasdaq Capital Market, serves as the holding company for the businesses of Target Logistics Management, LLC and its subsidiaries (“Target or TLM”) and RL Signor Holdings, LLC and its subsidiaries (“Signor”). TDR Capital LLP (“TDR Capital” or “TDR”) owns approximately 64% of Target Hospitality and the remaining ownership is broken out among the founders of the Company’s legal predecessor, Platinum Eagle Acquisition Corp. (“Platinum Eagle” or “PEAC”), investors in Platinum Eagle’s private placement transaction completed substantially and concurrently with the Business Combination (as defined below) (the “PIPE”), and other public shareholders. Platinum Eagle was originally incorporated on July 12, 2017 as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. References in this Annual Report on Form 10-K to the Company refer to Target Hospitality for all periods at or after March 15, 2019 and Platinum Eagle for all periods prior to March 15, 2019, unless the context requires otherwise. On November 13, 2018, PEAC entered into: (i) the agreement and plan of merger, as amended on January 4, 2019 (the “Signor Merger Agreement”), by and among PEAC, Signor Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Platinum Eagle and sister company to the Holdco Acquiror (defined below as Topaz Holdings LLC) (“Signor Merger Sub”), Arrow Holdings S.a.r.l., a Luxembourg société à responsabilité limitée besloten vennootschap Target Parent, was formed by TDR in September 2017. Prior to the Business Combination, Target Parent was directly owned by Algeco Scotsman Global S.a.r.l. (“ASG”) which is ultimately owned by a group of investment funds managed and controlled by TDR. During 2018, ASG assigned all of its ownership interest in Target Parent to the Algeco Seller, an affiliate of ASG that is also ultimately owned by a group of investment funds managed and controlled by TDR. Target Parent acted as a holding company that included the U.S. corporate employees of ASG and certain of its affiliates and certain related administrative costs and was the owner of Target, its operating company. Target Parent received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. As discussed above, in connection with the closing of the Business Combination, Target Parent merged with and into Bidco, with Bidco as the surviving entity. Signor Parent owned 100% of Bidco until the closing of the Business Combination in connection with which Signor Parent merged with and into Topaz with Topaz being the surviving entity. Prior to the Business Combination, Signor Parent was owned by the Arrow Seller, which is ultimately owned by a group of investment funds managed and controlled by TDR. Signor Parent was formed in August 2018 and acted as a holding company for Bidco, which was formed in September 2018, also as a holding company. Bidco acquired Signor on September 7, 2018. Neither Signor Parent nor Bidco had operating activity, but each received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. Signor Parent was dissolved upon consummation of the Business Combination and merger with Topaz described above on March 15, 2019. Recent Developments – CO VI D-19 and Disruption to Global Demand The global outbreak of COVID-19 and the declaration of a pandemic by the World Health Organization on March 11, 2020 presented new risks to the Company’s business. Prior to March 2020, the Company’s results of operations were largely in line with expectations and subsequent to March 2020, we began to experience a decline in revenues. The COVID-19 pandemic has not impacted the Company’s ability to operate nor has it materially disrupted the Company’s supply chain, disrupted service, or caused a shortage of critical products at our communities. However, the situation surrounding COVID-19 and the decrease in global economic demand had a material adverse impact on the Company’s operating results, as a result of which the Company implemented several cost containment measures primarily initiated in April of 2020, including salary reductions, reductions in workforce, furloughs, reduced discretionary spending and elimination of all non-essential travel. In addition to these measures, the Company temporarily closed and consolidated several communities in the HFS South segment and in May of 2020, the Company temporarily closed all communities in the HFS Midwest segment. The Company began re-opening communities in both the HFS South and Midwest segments in July of 2020 as customer activity levels began to increase. Additionally, the Company executed contract modifications with several customers resulting in extended terms and reduced minimum contract commitments in 2020. These modifications utilize multi-year contract extensions to maintain contract value and provide the Company with greater visibility on long-term revenue and cash flow. This mutually beneficial approach balances average daily rates with contract term and positions the Company to take advantage of a more balanced market. Overall, the Company has experienced a positive recovery from the lows of 2020 with consistent improvement in customer demand within the Hospitality and Facilities Services – South segment and significant growth in the Government segment. There have been significant changes to the global economic situation and to public securities markets as a result of COVID-19. Although vaccines have become available for COVID-19, surfacing of virus variants has added a degree of uncertainty to the continuing global impact of COVID-19, which could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. It is possible that these changes could cause changes to estimates as a result of the markets in which the Company operates, the price of the Company’s publicly traded equity and debt in comparison to the Company’s carrying value. Such changes to estimates could potentially result in impacts that would be material to the Company’s consolidated financial statements, particularly with respect to the fair value of the Company’s reporting units in relation to potential goodwill impairment, the fair value of long-lived and other intangible assets in relation to potential impairment and the allowance for doubtful accounts. Additionally, in connection with COVID-19, on March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). The CARES Act, among other things, includes provisions relating to the 80 percent limitation of net operating loss and modifications to the business interest deduction limitations. We evaluated how the provisions in the CARES Act would impact our consolidated financial statements and concluded that the CARES Act did not have a material impact on our provision for income taxes for the years ended December 31, 2021, 2020, and 2019, respectively Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Due to common ownership of Target Parent and Signor Parent by TDR as explained above, for periods prior to the Business Combination the financial statements were combined to include the consolidated accounts of both Target Parent and Signor Parent. All significant intercompany accounts and transactions have been eliminated. Prior to the Business Combination, TDR, the ultimate parent of Target Parent, owned 76% of Target Parent with the remaining 24% held through affiliated entities of TDR. TDR owned 100% of Signor Parent. TDR also has the majority ownership of the entity created from the closing of the Business Combination as discussed above. The financial statements prior to the Business Combination reflect Target Parent and Signor Parent’s historical financial position, results of operations and cash flows, in conformity with US GAAP. Such financial statements were prepared from the separate records maintained by Target Parent and Signor Parent and may not necessarily be indicative of the conditions that would have existed or the results of operations if Target Parent and Signor Parent had been operated as unaffiliated entities. Management believes the assumptions underlying the combined financial statements prior to the Business Combination, including the assumptions regarding the allocation of general corporate expenses, are reasonable. However, the allocations may not include all of the actual expenses that would have been incurred by Target Parent and Signor Parent and may not reflect its results of operations, financial position and cash flows had it been a standalone company during the periods presented. It is not practicable to estimate actual costs that would have been incurred had Target Parent and Signor Parent been a standalone company and operated as an unaffiliated entity during the periods presented. Actual costs that might have been incurred had Target Parent and Signor Parent been a standalone company would depend on a number of factors, including the organizational structure, what corporate functions Target Parent and Signor Parent might have performed directly or outsourced and strategic decisions Target Parent and Signor Parent might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions. Due to the Restructuring previously discussed, there are approximately $0, $0, and $0.4 million of additional expenses related to the activity of Target Parent included in the consolidated statements of comprehensive income (loss) for the years ended December 31, 2021, 2020, and 2019, respectively. Approximately $0, $0, and $0.2 million are reported in restructuring costs for the years ended December 31, 2021, 2020, and 2019, respectively. Approximately $0, $0 and $0.2 million of these expenses are reported in selling, general and administrative expenses for the years ended December 31, 2021, 2020, and 2019, respectively. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements. Principles of Consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. The Business Combination was accounted for as a reverse recapitalization in accordance with ASC 805. Although Platinum Eagle was the indirect acquirer of Target Parent and Signor Parent for legal purposes, Target Parent and Signor Parent were considered the acquirer for accounting and financial reporting purposes. As a result of Target Parent and Signor Parent being the accounting acquirer in the Business Combination, the financial reports filed with the SEC by the Company subsequent to the Business Combination are prepared “as if” Target Parent and Signor Parent are the accounting predecessor of the Company. The historical operations of Target Parent and Signor Parent are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Target Parent and Signor Parent prior to the Business Combination; (ii) the consolidated results of the Company, Target Parent and Signor Parent following the Business Combination on March 15, 2019; (iii) the assets and liabilities of Target Parent and Signor Parent at their historical cost; and (iv) the Company’s equity structure for all periods presented. The recapitalization of the number of shares of Common Stock attributable to the purchase of Target Parent and Signor Parent in connection with the Business Combination is reflected retroactively to the earliest period presented and will be utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction consistent with the treatment of the transaction as a reverse recapitalization of Target Parent and Signor Parent. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Included in restricted cash are irrevocable standby letters of credit that represent collateral for site improvements. This restriction was removed during 2020 and as such, the Company no longer has restricted cash. Receivables and Allowances for Doubtful Accounts Receivables primarily consist of amounts due from customers from the delivery of specialty rental services. The trade accounts receivable is recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is based upon the amount of losses expected to be incurred in the collection of these accounts. The estimated losses are based upon a review of outstanding receivables, including specific accounts and the related aging, and on historical collection experience. Specific accounts are written off against the allowance when management determines the account is uncollectible. Activity in the allowance for doubtful accounts was as follows: Years Ended December 31, 2021 2020 2019 Balances at Beginning of Year $ 2,977 $ 989 $ 39 Charges to bad debt expense 1,877 4,821 1,183 Recoveries (247) (820) (81) Write-offs (4,564) (2,013) (152) Balances at End of Year $ 43 $ 2,977 $ 989 Charges to bad debt expense, net of recoveries for the period are included within selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). Prepaid Expenses and Other Assets Prepaid expenses of approximately $5.0 million and $4.6 million at December 31, 2021 and 2020, respectively, primarily consist of insurance, taxes, rent, deposits and permits. Prepaid insurance, taxes, rent, and permits are amortized over the related term of the respective agreements. Other assets of approximately $3.4 million and $2.6 million at December 31, 2021 and 2020, respectively, primarily consist of $1.8 million and $1.7 million of deposits as of December 31, 2021 and 2020, respectively, and $1.6 million and $0.9 million of hospitality inventory as of December 31, 2021 and 2020, respectively. Inventory, primarily consisting of food and beverages, is accounted for by the first-in, first-out method and is stated at the lower of cost and net realizable value. Concentrations of Credit Risk In the normal course of business, the Company grants credit to its customers based on credit evaluations of their financial condition and generally requires no collateral or other security. Major customers are defined as those individually comprising more than 10.0% of the Company’s revenues or accounts receivable. F or the year ended December 31, 2021, the Company had two customers who accounted for 34.7% and 18.9% of revenues, respectively. The largest customers accounted for 15% and 10% of accounts receivable, respectively, while no other customer accounted for more than 10% of the accounts receivable balance as of December 31, 2021. For the year ended December 31, 2020, the Company had two customers representing 28.1% and 18.6% of total revenues, respectively. The largest customers accounted for 12.0% and 17.0% of accounts receivable, respectively, at December 31, 2020. For the year ended December 31, 2019, the Company had two customers representing 20.8% and 12.5% of total revenues, respectively. Major suppliers are defined as those individually comprising more than 10.0% of the annual goods purchased. For the year ended December 31, 2021, the Company had one major supplier representing 15.3% of goods purchased. For the year ended December 31, 2020 the Company had three major suppliers, representing 16.2% , 10.3% , and 10.2% of goods purchased, respectively. For the year ended December 31, 2019, the Company had one major supplier representing 12.3% of goods purchased. The Company provides services almost entirely to customers in the governmental and natural resource industries and as such, are almost entirely dependent upon the continued activity of such customers. Interest Capitalization Interest costs for the construction of certain long-term assets are capitalized by applying the weighted average interest rate applicable to the borrowings of the Company to the average amount of accumulated expenditures outstanding during the construction period. Such capitalized interest costs are depreciated over the related assets’ estimated useful lives. Specialty Rental Assets Specialty rental assets (units, site work and furniture and fixtures comprising lodges) are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Costs of improvements and betterments to units are capitalized when such costs extend the useful life of the unit or increase the rental value of the unit. Costs incurred for units to meet a particular customer specification are capitalized and depreciated over the lease term. Maintenance and repair costs are expensed as incurred. Depreciation is generally computed using the straight-line method over estimated useful lives and considering the residual value of those assets. The estimated useful life of modular units is 15 years. The estimated useful life of site work (above ground and below ground infrastructure) is 5 years. The estimated useful life of furniture and fixtures is 7 years. Assets leased under capital leases are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Depreciation methods, useful lives and residual values are adjusted prospectively, if a revision is determined to be appropriate. Other Property, Plant, and Equipment Other property, plant, and equipment is stated at cost, net of accumulated depreciation and impairment losses. Assets leased under capital leases are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Land is not depreciated. Maintenance and repair costs are expensed as incurred. Depreciation is generally computed using the straight-line method over estimated useful lives, as follows: Buildings 5-15 years Machinery and office equipment 3-5 years Furniture and fixtures 7 years Software 3 years Depreciation methods, useful lives and residual values are reviewed and adjusted prospectively, if appropriate. Business Combinations Except as it relates to common control transactions as described in Note 1, business combinations are accounted for using the acquisition method. Consideration transferred for acquisitions is measured at fair value at the acquisition date and includes assets transferred, liabilities assumed and equity issued. Acquisition costs incurred are expensed and included in selling, general and administrative expenses. When the Company acquires a business, the financial assets and liabilities assumed are assessed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. Any contingent consideration transferred by the acquirer is recognized at fair value at the acquisition date. Any subsequent changes to the fair value of contingent consideration are recognized in profit or loss. If the contingent consideration is classified as equity, it is not re-measured and subsequent settlement is accounted for within equity. Goodwill The Company evaluates goodwill for impairment at least annually at the reporting unit level. A reporting unit is the operating segment, or one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s reporting units that are expected to benefit from the combination. The Company evaluates changes in its reporting structure to assess whether that change impacts the composition of one or more of its reporting units. If the composition of the Company’s reporting units’ changes, goodwill is reassigned between reporting units using the relative fair value allocation approach. The Company performs the annual impairment test of goodwill at October 1. In addition, the Company performs impairment tests during any reporting period in which events or changes in circumstances indicate that impairment may have occurred. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, the Company then performs a quantitative impairment test. Otherwise, the quantitative impairment test is not required. Under the quantitative impairment test, the Company would compare the estimated fair value of each reporting unit to its carrying value. In assessing the fair value of the reporting units, the Company considers the market approach, the income approach, or a combination of both. Under the market approach, the fair value of the reporting unit is based on quoted market prices of companies comparable to the reporting unit being valued. Under the income approach, the fair value of the reporting unit is based on the present value of estimated cash flows. The income approach is dependent on several significant management assumptions, including estimated future revenue growth rates, gross margin on sales, operating margins, capital expenditures, tax rates and discount rates. If the carrying amount of the reporting unit exceeds the calculated fair value, a loss on impairment is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers the income tax effect from any tax-deductible goodwill on the carrying amount of the reporting unit, if applicable, when measuring the goodwill impairment charge. Intangible Assets Other Than Goodwill Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized, but are tested for impairment at least annually. The Company’s indefinite-lived intangible assets consist of trade names. The Company calculates fair value by comparing a relief-from-royalty method to the carrying amount of the indefinite-lived intangible asset. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. A loss on impairment would be recorded to the extent the carrying value of the indefinite-lived intangible asset exceeds the fair value. Other intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any. Subsequent expenditures for intangible assets are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets. The Company has customer relationship assets with lives ranging from 5 to 9 years. Amortization of intangible assets is included in other depreciation and amortization on the consolidated statements of comprehensive income (loss). Impairment of Long-Lived and Amortizable Intangible Assets Fixed assets including rental equipment and other property, plant and equipment and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows, without interest charges, expected to be generated by the asset group. If future undiscounted cash flows, without interest charges, exceed the carrying amount of an asset, no impairment is recognized. If management determines that the carrying value cannot be recovered based on estimated future undiscounted cash flows, without interest charges, over the shorter of the asset’s estimated useful life or the expected holding period, an impairment loss would be recorded based on the estimated fair value of the asset. Assets Held for Sale Management considers an asset to be held for sale when management approves and commits to a formal plan to actively market the asset for sale and it is probable that the sale will be completed within twelve months. A sale may be considered probable when a signed sales contract and significant non-refundable deposit or contract break-up fee exist. Upon designation as held for sale, management records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and management stops recording depreciation expense. As of December 31, 2021, no assets were considered held for sale. Other Non-Current Assets Other non-current assets primarily consist of capitalized software implementation costs for the implementation of cloud computing systems primarily during 2020 and 2019. The Company capitalizes expenditures related to the implementation of cloud computing software as incurred during the application development stage. Such capitalized costs are amortized to selling, general, and administrative expenses over the term of the cloud computing hosting arrangement, including reasonably certain renewals, beginning when the module or component of the hosting arrangement is ready for its intended use. Deferred Financing Costs Revolver, net Deferred financing costs revolver are associated with the issuance of the ABL revolver facility and the Algeco ABL facility (“Algeco ABL Facility”) discussed in Note 11. Such costs are amortized over the contractual term of the line-of-credit through initial maturity using the straight-line method. Amortization expense of deferred financing costs revolver is included in interest expense, net in the consolidated statement of comprehensive income (loss). Term Loan Deferred Financing Costs Term loan deferred financing costs are associated with the issuance of the 2024 Senior Secured Notes discussed in Note 11. The Company presents unamortized deferred financing costs as a direct deduction from the principal amount of the 2024 Senior Secured Notes on the consolidated balance sheets. Such costs are deferred and amortized over the term of the debt based on the effective interest rate method. Original Issuance Discounts Debt original discounts are associated with the issuance of the 2024 Senior Secured Notes discussed in Note 11 and are recorded as direct deductions to the principal amount of the 2024 Senior Secured Notes on the consolidated balance sheets. Debt discounts are deferred and amortized over the term of the debt based on the effective interest rate method. Asset Retirement Obligations The Company recognizes asset retirement obligations (AROs) related to legal obligations associated with the operation of the Company’s specialty rental assets. The fair values of these AROs are recorded on a discounted basis, at the time the obligation is incurred and accreted over time for the change in present value over the expected timing of settlement. Changes in the expecting timing or amount of settlement are recognized in the period of change as an increase or decrease in the carrying amount of the ARO and related asset retirement costs with decreases in excess of the carrying value of the related asset retirement cost being recognized in the consolidated statement of comprehensive income (loss). The Company capitalizes asset retirement costs by increasing the carrying amount of the related long-lived assets and depreciating these costs over the remaining useful life. The carrying amount of AROs included in the consolidated balance sheets were $2.1 million and $2.3 million as of December 31, 2021 and 2020, respectively, which represents the present value of the estimated future cost of these AROs of approximately $2.7 million. Accretion expense of approximately ($0.2) million, ($0.4) million and $0.2 million was recognized in specialty rental costs in the accompanying consolidated statements of comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019, respectively. Foreign Currency Transactions and Translation The Company’s reporting currency is the US Dollar (USD). Exchange rate adjustments resulting from foreign currency transactions are recognized in profit or loss, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive loss, a component of equity. The assets and liabilities of subsidiaries whose functional currency is different from the USD are translated into USD at exchange rates at the reporting date and revenue and expenses are translated using average exchange rates for the respective period. Foreign exchange gains and losses arising from a receivable or payable to a consolidated Company entity, the settlement of which is neither planned nor anticipated in the foreseeable future, are considered to form part of a net investment in the Company entity and are included within accumulated other comprehensive loss. Revenue Recognition The Company derives revenue from specialty rental and hospitality services, specifically lodging and related ancillary services. Revenue is recognized in the period in which lodging and services are provided pursuant to the terms of contractual relationships with the customers. Certain arrangements contain a lease of lodging facilities to customers. The leases are accounted for as an operating lease under the authoritative guidance for leases and are recognized as income using the straight-line method over the term of the lease agreement. Because performance obligations related to specialty rental and hospitality services are satisfied over time, the majorit |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | 2. Revenue Total revenue under contracts recognized under Topic 606 was approximately $214.4 million for the year ended December 31, 2021, while $76.9 million was specialty rental income subject to the guidance of ASC 840 for the year ended December 31, 2021. Total revenue under contracts recognized under Topic 606 was $172.2 million for the year ended December 31, 2020, while $53.0 million was specialty rental income subject to the guidance of ASC 840 for the year ended December 31, 2020. Total revenue under contracts recognized under Topic 606 was $261.3 million for the year ended December 31, 2019, while $59.8 million was specialty rental income subject to the guidance of ASC 840 for the year ended December 31, 2019. The following table disaggregates our revenue by our four reportable segments as well as the All Other category: HFS – South, HFS – Midwest, Government, TCPL Keystone, and All Other for the years indicated below: For the Years Ended December 31, 2021 2020 2019 Hospitality & Facilities Services – South Services income $ 108,183 $ 98,888 $ 193,852 Construction fee income - - 2,705 Total Hospitality & Facilities Services – South revenues 108,183 98,888 196,557 Hospitality & Facilities Services – Midwest Services income $ 4,150 $ 6,605 $ 20,621 Total Hospitality & Facilities Services – Midwest revenues 4,150 6,605 20,621 Government Services income $ 88,115 $ 23,538 $ 25,071 Total Government revenues 88,115 23,538 25,071 TCPL Keystone Services income $ 989 $ 2,153 $ - Construction fee income 11,294 39,758 15,744 Total TCPL Keystone revenues 12,283 41,911 15,744 All Other Services income $ 1,696 $ 1,247 $ 3,273 Construction fee income - - 4 Total All Other revenues 1,696 1,247 3,277 Total revenues $ 214,427 $ 172,189 $ 261,270 On July 23, 2021, the Company executed a Termination and Settlement Agreement with TC Energy (the “Termination and Settlement Agreement”), which effectively terminated the Company’s contract with TC Energy that was originated in 2013. The Termination and Settlement Agreement also released the Company from any outstanding work performance obligations under the 2013 contract (including all change orders, limited notices to proceed, and amendments). Additionally, the Termination and Settlement Agreement resulted in an agreed upon termination fee of approximately $5.0 million that was collected in cash on July 27, 2021. This Termination and Settlement Agreement also resulted in the recognition of approximately $4.9 million of deferred revenue as of the effective date of the Termination and Settlement Agreement. All such revenue is recognized in construction fee income within the TCPL Keystone segment included in the above table as well as in the accompanying consolidated statements of comprehensive income (loss) for the year ended December 31, 2021. No further revenue will be generated from the 2013 contract and as of December 31, 2021, there are no unrecognized deferred revenue amounts or costs for incomplete projects related to this contract following such termination. As a result of the current market environment discussed in Note 1 “ Recent Developments – CO VI D-19 and Disruption to Global Demand ” Contract Assets and Liabilities We do not have any contract assets. Contract liabilities primarily consist of deferred revenue that represent payments for room nights that the customer may use in the future as well as an advanced payment for a community build that is being recognized over the related contract period. Activity in the deferred revenue accounts as of the dates indicated below was as follows: For the Years Ended December 31, 2021 2020 2019 Balances at Beginning of Year $ 18,371 $ 26,199 $ 37,376 Additions to deferred revenue 127,391 12,907 8,652 Revenue recognized (111,351) (20,735) (19,829) Balances at End of Year $ 34,411 $ 18,371 $ 26,199 As of December 31, 2021, for contracts greater than one year, the following table discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue, and only represents revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed (in thousands): For the Years Ended December 31, 2022 2023 2024 2025 2026 Total Revenue expected to be recognized as of December 31, 2021 $ 62,928 $ 22,467 $ 18,796 $ 18,699 $ 13,987 $ 136,877 The Company applied some of the practical expedients in Topic 606, including the “right to invoice” practical expedient, and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Due to the application of these practical expedients, the table above represents only a portion of the Company’s expected future consolidated revenues and it is not necessarily indicative of the expected trend in total revenues. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination | |
Business Combination | 3. Business Combination On March 15, 2019, Platinum Eagle consummated the Business Combination pursuant to the terms of the Merger Agreements and acquired all of the issued and outstanding equity interests in Target Parent and Signor Parent from the Sellers. Pursuant to the Merger Agreements, Topaz purchased from the Sellers all of the issued and outstanding equity interests of Target Parent and Signor Parent for $1.311 billion, of which $563.1 million was paid in cash and the remaining $747.9 million was paid to the Sellers in the form of 25,686,327 shares of Common Stock, to Algeco Seller, and 49,100,000 shares of Common Stock, to Arrow Seller. The following tables reconcile the elements of the Business Combination to the consolidated statement of cash flows for the year ended December 31, 2019. Recapitalization Cash – Platinum Eagle’s Trust (net of redemptions) $ 146,137 Cash – PIPE 80,000 Gross cash received by Target Hospitality from Business Combination 226,137 Less: fees to underwriters (7,385) Net cash received from Recapitalization 218,752 Plus: non-cash contribution – forgiveness of related party loan 104,285 Less: non-cash net liabilities assumed from PEAC (8,840) Less: warrant liabilities (8,800) Plus: fees to underwriters allocated to warrant liabilities 184 Net contributions from Recapitalization Transaction $ 305,581 Contributions from Affiliate Transaction bonus amounts $ 28,519 Payment of historical Algeco ABL Facility 9,904 Payment of affiliate amounts 684 Total contributions $ 39,107 Cash paid to Algeco Seller $ 563,134 The cash paid to Algeco Seller was funded from the proceeds from debt (described below), net cash received from Recapitalization (described above), offset by deferred financing costs and certain other transaction costs incurred in connection with the Business Combination. The $340 million of gross proceeds from Bidco’s offering of 2024 Senior Secured Notes less $3.3 million of original issuance discount and $40 million through Bidco’s entry into an ABL facility are shown separately in the consolidated statement of cash flows for the year ended December 31, 2019. Prior to the Business Combination, Platinum Eagle had 32,500,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Shares”) outstanding and 8,125,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Shares”) outstanding, which comprised of Founder Shares held by the Founders (as defined below) and Former Platinum Eagle Director Shares held by individuals who are not founders but were directors of PEAC. On March 15, 2019, Platinum Eagle was renamed Target Hospitality Corp. and each currently issued and outstanding share of Platinum Eagle Class B Shares automatically converted on a one-for-one basis, into shares of Platinum Eagle Delaware Class A Shares. Immediately thereafter, each currently issued and outstanding share of Platinum Eagle Class A Shares automatically converted on a one-for-one basis, into shares of the common stock of Target Hospitality. In connection with the Business Combination, 18,178,394 Class A Shares were redeemed. The number of shares of Common Stock of Target Hospitality issued immediately following the consummation of the Business Combination is summarized as follows: Shares by Type Number of shares by type as of March 15, 2019 Platinum Eagle Class A Shares outstanding prior to the Business Combination 32,500,000 Less: Redemption of Platinum Eagle Class A Shares (18,178,394) Class A Shares of Platinum Eagle 14,321,606 Founder Shares 8,050,000 Former Platinum Eagle Director Shares 75,000 Shares issued to PIPE investors 8,000,000 Shares issued to PEAC and PIPE investors 30,446,606 Shares issued to the Sellers 74,786,327 Total Outstanding Shares of Common Stock issued and outstanding 105,232,933 Less: Founders Shares in escrow (5,015,898) Total Shares of Common Stock outstanding for earnings per share computation (See Note 19) 100,217,035 In connection with the closing of and as a result of the consummation of the Business Combination, certain members of the Company’s management and employees received bonus payments as a result of the Business Combination being consummated in the aggregate amount of $28.5 million. The bonuses have been reflected in the selling, general and administrative expense line in the consolidated statements of comprehensive income (loss). The bonuses were funded by a contribution from Algeco Seller in March of 2019 and is reflected as the transaction bonus amount contribution above. The Company also incurred transaction costs related to the Business Combination of approximately $8.0 million, which are included in selling, general and administrative expenses on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019. Upon the consummation of the Business Combination, outstanding loans to officers were forgiven, which resulted in $1.6 million of additional expenses recognized in selling, general and administrative expenses on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019 as more fully discussed in Note 18. Earnout Agreement On March 15, 2019 (the “Closing Date”), in connection with the closing of the Business Combination, Harry E. Sloan, Jeff Sagansky and Eli Baker (together, the “Founders”) and the Company entered into an earnout agreement (the “Earnout Agreement”), pursuant to which, on the Closing Date, 5,015,898 Founder Shares were placed in escrow (the “Escrow Shares”), to be released at any time during the period of three years following the Closing Date upon the occurrence of the following triggering events: (i) fifty percent (50%) of the Escrow Shares will be released to the Founder Group (as defined in the Earnout Agreement) if the closing price of the shares of Target Hospitality’s common stock as reported on Nasdaq exceeds $12.50 per share for twenty (20) of any thirty (30) consecutive trading days and (ii) the remaining fifty percent (50%) of the Escrow Shares will be released to the Founder Group if the closing price of the shares of Target Hospitality’s common stock as reported on Nasdaq exceeds $15.00 per share for twenty (20) of any thirty (30) consecutive trading days, in each case subject to certain notice mechanics. Upon the expiration of the three-year earnout period, any Founders’ Shares remaining in escrow that were not released in accordance with the Earnout Agreement will be transferred to the Company for cancellation. The fair value of the Company’s contingent right to cancel the Founders’ Shares has been recorded as a component of additional paid in capital, with an equal and offsetting capital contribution from the Founders. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Acquisitions | 4. Acquisitions Superior Acquisition On June 19, 2019, TLM, entered into a purchase agreement (the “Superior Purchase Agreement”) with Superior Lodging, LLC, Superior Lodging Orla South, LLC, and Superior Lodging Kermit, LLC (collectively, the “Superior Sellers”), and certain other parties, pursuant to which TLM acquired substantially all of the assets in connection with three workforce communities in West Texas, including temporary housing facilities and underlying real estate (the “Communities”). Pursuant to the Superior Purchase Agreement, TLM acquired the Communities for a purchase price of $30.0 million in cash, which represents the acquisition date fair value of consideration transferred. The purchase price was funded by drawing on the ABL Facility discussed in Note 11. The Superior Purchase Agreement provided for a simultaneous signing and closing on June 19, 2019. This acquisition further expands the Company’s presence in the HFS – South segment. Immediately prior to the acquisition of the Communities, TLM provided management and catering services to the Superior Sellers at two of the Communities. At the time of the acquisition, all three Communities were fully operational and provided vertically integrated comprehensive hospitality services consistent with Target’s business. The following table summarizes the allocation of the total purchase price to the net assets acquired and liabilities assumed at the date of acquisition by TLM at estimated fair value: Property and equipment $ 18,342 Customer relationships 4,800 Goodwill 6,858 Total assets acquired $ 30,000 Intangible assets related to customer relationships represent the aggregate value of those relationships from existing arrangements and future operations on a look-through basis, considering the end customers. The intangible assets received are being amortized on a straight-line basis over an estimated useful life of nine years from the date of the business combination. The following unaudited pro forma information presents consolidated financial information as if Superior had been acquired as of January 1, 2019: Period Revenue Income before taxes 2019 pro forma from January 1, 2019 to December 31, 2019 $ 325,845 $ 15,188 Superior added $7.8 million and $4.0 million to our revenue and income before income taxes, respectively, for year ended December 31, 2019. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Superior to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment, and intangible assets had been applied from January 1, 2019. This pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on January 1, 2019, nor is it necessarily indicative of the Company’s future results. This pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, and also does not reflect additional revenue opportunities following the acquisition. In connection with this acquisition, the Company incurred approximately $0.4 million of acquisition-related costs, which are recognized in selling, general, and administrative expenses in the accompanying consolidated statement of comprehensive income (loss) for the ended December 31, 2019. The purchase price allocation performed by the Company resulted in the recognition of $6.9 million of goodwill. The goodwill recognized is attributable to expected revenue synergies generated by the territorial expansion of workforce housing, and costs synergies resulting from the consolidation or elimination of certain functions. All of the goodwill is expected to be deductible for income tax purposes. All of the goodwill was allocated to the HFS – South segment of our reportable segments discussed in Note 23. ProPetro On July 1, 2019, TLM purchased a 168-room community from ProPetro Services, Inc. (“ProPetro”) for an aggregate purchase price of $5.0 million in cash, which represents the acquisition date fair value of consideration transferred. The purchase price was funded by cash on hand as of the acquisition date. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible assets based on their estimated relative fair values, which resulted in the entire purchase price |
Specialty Rental Assets, Net
Specialty Rental Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Specialty Rental Assets, Net | |
Specialty Rental Assets, Net | 5. Specialty Rental Assets, Net Specialty rental assets, net at the dates indicated below consisted of the following: December 31, December 31, 2021 2020 Specialty rental assets $ 582,527 $ 547,375 Construction-in-process 3,557 5,828 Less: accumulated depreciation (294,292) (241,716) Specialty rental assets, net $ 291,792 $ 311,487 The gross cost of the specialty rental assets under capital lease was $0 and approximately $1.1 million as of December 31, 2021 and 2020, respectively. The accumulated depreciation related to specialty rental assets under capital leases totaled $0 and approximately $0.6 million as of December 31, 2021 and 2020, respectively. Depreciation expense of these assets is presented in depreciation of specialty rental assets in the accompanying consolidated statements of comprehensive income (loss). During the year ended December 31, 2020, the Company disposed of assets with accumulated depreciation of approximately $9 million along with the related gross cost of approximately $10 million. These disposals were associated with a sale of assets with a net book value of approximately $0.8 million as well as fully depreciated asset retirement costs. The asset sale resulted in a loss on the sale of assets of approximately $0.1 million and is reported within other expense (income), net in the accompanying consolidated statements of comprehensive income (loss) for the year ended December 31, 2020. On October 1, 2021, the Company purchased a group of assets consisting primarily of modular units from Civeo USA, LLC (“seller”) for $6.2 million, which was funded by cash on hand as of the acquisition date. The assets were previously leased from the seller to service the Company’s Government segment, and effective with the purchase, the lease was terminated. These assets are included in the Specialty rental assets group in the table above and will continue to be used in the Company’s Government segment discussed in Note 23. No personnel were assumed as a part of this transaction. |
Other Property, Plant and Equip
Other Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Property, Plant and Equipment, Net | |
Other Property, Plant and Equipment, Net | 6. Other Property, Plant and Equipment, Net Other property, plant, and equipment, net at the dates indicated below, consisted of the following: December 31, December 31, 2021 2020 Land $ 9,163 $ 9,163 Buildings and leasehold improvements 191 115 Machinery and office equipment 1,300 1,072 Other 5,347 3,752 16,001 14,102 Less: accumulated depreciation (4,749) (3,083) Total other property, plant and equipment, net $ 11,252 $ 11,019 Depreciation expense related to other property, plant and equipment was approximately $2.3 million, $0.9 million and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively, and is included in other depreciation and amortization in the consolidated statements of comprehensive income (loss). Included in other property, plant and equipment, net are certain assets under capital lease. The gross cost of the assets under capital lease was approximately $3.1 million and $0.7 million as of December 31, 2021 and 2020, respectively. The accumulated depreciation related to assets under capital leases totaled approximately $1.6 million and $0.4 million as of December 31, 2021 and 2020, respectively. Such amounts under capital lease are included in the other category in the above table as of December 31, 2021 and 2020, respectively. In November of 2019, the Company auctioned several non-strategic land parcels, and other related assets (the “properties”) not used in the operations of the business for estimated net sale proceeds of approximately $1.4 million. The sale resulted in a pre-tax loss on the disposal of property, plant, and equipment of approximately $6.9 which is included in other expense (income), net in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2019. These properties had a carrying value of approximately $8.1 million and are primarily located in the HFS – South business segment and reporting unit. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Other Intangible Assets, net | |
Goodwill and Other Intangible Assets, net | 7. Goodwill and Other Intangible Assets, net The financial statements reflect goodwill from previous acquisitions that is all attributable to the HFS – South business segment and reporting unit. Changes in the carrying amount of goodwill were as follows: HFS – South Balance at December 31, 2019 $ 41,038 Changes in Goodwill - Balance at December 31, 2020 41,038 Changes in Goodwill - Balance at December 31, 2021 $ 41,038 In connection with our annual assessment on October 1, we considered the continued effects resulting from the COVID-19 pandemic and reviewed qualitative information currently available in determining if it was more likely than not that the fair values of the Company’s HFS – South reporting unit was less than the carrying amount. Based on the results of this qualitative assessment, including certain quantitative analysis, management concluded that it is not more likely than not that the fair value of the Company's HFS – South reporting unit was less than its carrying amount. The Company will continue to monitor the situation for any additional changes in economic conditions. Intangible assets other than goodwill at the dates indicated below consisted of the following: December 31, 2021 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 5.6 $ 128,907 $ (56,822) $ 72,085 Total 128,907 (56,822) 72,085 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (56,822) $ 88,485 December 31, 2020 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 6.4 $ 128,907 $ (42,186) $ 86,721 Total 128,907 (42,186) 86,721 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (42,186) $ 103,121 During the year ended December 31, 2020, the Company wrote-off fully amortized customer related intangibles with a gross carrying amount of approximately $3.8 million and a net book value of $0 . The estimated aggregate amortization expense as of December 31, 2021 for each of the next five years and thereafter is as follows: 2022 $ 13,302 2023 12,881 2024 12,881 2025 12,881 2026 12,285 Thereafter 7,855 Total $ 72,085 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-Current Assets | |
Other Non-Current Assets | 8. Other Non-Current Assets Other non-current assets include capitalized software implementation costs for the implementation of cloud computing systems. As of the dates indicated below, capitalized implementation costs and related accumulated amortization in other non-current assets on the consolidated balance sheets amounted to the following: December 31, December 31, 2021 2020 Cloud computing implementation costs $ 7,198 $ 7,094 Less: accumulated amortization (3,844) (1,685) Other non-current assets $ 3,354 $ 5,409 None of these costs were amortized during 2019 as the related systems were not ready for their intended use as of December 31, 2019. Such systems were placed into service beginning January of 2020 at which time the Company began to amortize these capitalized costs on a straight-line basis over the period of the remaining service arrangements of between 2 and 4 years . Such amortization expense amounted to approximately $2.2 million, $1.7 million, and $0 for the years ended December 31, 2021, 2020, and 2019, respectively and is included in selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss). |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities as of the dates indicated below consists of the following: December 31, December 31, 2021 2020 Employee accrued compensation expense $ 12,473 $ 6,177 Other accrued liabilities 11,033 8,873 Accrued interest on debt 9,620 9,649 Total accrued liabilities $ 33,126 $ 24,699 Other accrued liabilities in the above table relates primarily to accrued utilities, rent, real estate and sales taxes, state income taxes, liability-based stock compensation awards (see Note 21), and other accrued operating expenses. |
Notes Due from Affiliates
Notes Due from Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Notes Due from Affiliates | |
Notes Due from Affiliates | 10. Notes Due from Affiliates The Company records interest income on notes due from affiliates based on the stated interest rate in the loan agreement. Refer to Note 11 for interest income recognized for the years ended December 31, 2021, 2020 and 2019, respectively. All affiliate notes were paid in connection with the Business Combination discussed in Note 3. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 11. Debt Senior Secured Notes 2024 In connection with the closing of the Business Combination, Bidco issued $340 million in aggregate principal amount of 9.50% senior secured notes due March 15, 2024 (the “2024 Senior Secured Notes” or “Notes”) under an indenture dated March 15, 2019 (the “Indenture”). The Indenture was entered into by and among Bidco, the guarantors named therein (the “Note Guarantors”), and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. Interest is payable semi-annually on September 15 and March 15 and began September 15, 2019. Refer to table below for a description of the amounts related to the Notes. Principal Unamortized Original Issue Discount Unamortized Deferred Financing Costs 9.50% Senior Secured Notes, due 2024 $ 340,000 $ 1,681 $ 8,107 If Bidco undergoes a change of control or sells certain of its assets, Bidco may be required to offer to repurchase the Notes. On or after March 15, 2021, Bidco at its option, may redeem the Notes, in whole or part, upon not less than fifteen (15) and not more than sixty (60) days’ prior written notice to holders and not less than twenty (20) days’ prior written notice to the trustee (or such shorter timeline as the trustee may agree), at the redemption price expressed as percentage of principal amount set forth below, plus accrued and unpaid interest thereon but not including the applicable redemption date (subject to the right of Note holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the redemption date), if redeemed during the 12-month period beginning August 15 of each of the years set below. Redemption Year Price 2022 102.375% 2023 and thereafter 100.000% The Notes are unconditionally guaranteed by Topaz and each of Bidco’s direct and indirect wholly-owned domestic subsidiaries (collectively, the “Note Guarantors”). Target Hospitality is not an issuer or a guarantor of the Notes. The Note Guarantors are either borrowers or guarantors under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor is also released from obligations under the Notes. These guarantees are secured by a second priority security interest in substantially all of the assets of Bidco and the Note Guarantors (subject to customary exclusions). The guarantees of the Notes by TLM Equipment, LLC, a Delaware limited liability company (“TLM Equipment LLC”) which holds certain of Target Hospitality’s assets, are subordinated to its obligations under the ABL Facility (as defined below). The Notes contain certain negative covenants, including limitations that restrict Bidco’s ability and the ability of certain of its subsidiaries, to directly or indirectly, create additional financial obligations. With certain specified exceptions, these negative covenants prohibit Bidco and certain of its subsidiaries from: creating or incurring additional debt; paying dividends or making any other distributions with respect to its capital stock; making loans or advances to Bidco or any restricted subsidiary of Bidco; selling, leasing or transferring any of its property or assets to Bidco or any restricted subsidiary of Bidco; directly or indirectly creating, incurring or assuming any lien of any kind securing debt on the collateral; or entering into any sale and leaseback transaction. In connection with the issuance of the Notes, there was an original issue discount of $3.3 million and the unamortized balance of $1.7 million is presented on the face of the consolidated balance sheet as of December 31, 2021 as a reduction of the principal. The discount is amortized over the life of the Notes using the effective interest method. Bidco’s ultimate parent, Target Hospitality, has no significant independent assets or operations except as included in the guarantors of the Senior Secured Notes, the guarantees under the Notes are full and unconditional and joint and several, and any subsidiaries of Target Hospitality that are not subsidiary guarantors of the Notes are minor. There are also no significant restrictions on the ability of Target Hospitality or any guarantor to obtain funds from its subsidiaries by dividend or loan. See discussion of certain negative covenants above. Therefore, pursuant to the SEC Rules, no individual guarantor financial statement disclosures are deemed necessary. Capital Lease and Other Financing Obligations The Company’s capital lease and other financing obligations as of December 31, 2021 consisted of $1.4 million of capital leases. The capital leases pertain to leases entered into during 2019 through 2021, for commercial-use vehicles with 36-month terms expiring through 2024 with a weighted average interest rate of approximately 3.83%. In November 2020, the Company entered into an insurance financing arrangement in an amount of approximately $3.3 million at an interest rate of 3.84%. The insurance financing arrangement required 9 monthly payments of approximately $0.4 million that began on December 1, 2020 and ended on August 1, 2021 when the obligation was completely paid off. The Company’s capital lease and other financing obligations as of December 31, 2020, primarily consisted of $0.9 million of capital leases related to commercial-use vehicles with the same terms as described above, and $2.9 million related to the insurance financing obligation described above. ABL Facility On the Closing Date, in connection with the closing of the Business Combination, Topaz, Bidco, Target, Signor and each of their domestic subsidiaries entered into an ABL credit agreement that provides for a senior secured asset based revolving credit facility in the aggregate principal amount of up to $125 million (the “ABL Facility”). The historical debt of Bidco, Target and their respective subsidiaries under the Algeco ABL Facility was settled at the time of the consummation of the Business Combination on the Closing Date. Approximately $40 million of proceeds from the ABL Facility were used to finance a portion of the consideration payable and fees and expenses incurred in connection with the Business Combination. During the year ended December 31, 2021, the Company repaid a net amount of $48 million of borrowings under the ABL Facility from excess cash available, which reduced the outstanding balance to $0 as of December 31, 2021. Borrowings under the ABL Facility, at the relevant borrower’s (the borrowers under the ABL Facility, the “ABL Borrowers”) option, bear interest at either (1) an adjusted LIBOR or (2) a base rate, in each case plus an applicable margin. The applicable margin is 2.50% with respect to LIBOR borrowings and 1.50% with respect to base rate borrowings. Commencing at the completion of the first full fiscal quarter after the Closing Date, the applicable margin for borrowings under the ABL Facility is subject to one step-down of 0.25% and one step-up of 0.25%, based on achieving certain excess availability levels with respect to the ABL Facility. The ABL Facility provides borrowing availability of an amount equal to the lesser of (i) (a) $125 million and (b) the Borrowing Base (defined below) (the “Line Cap”). The Borrowing Base is, at any time of determination, an amount (net of reserves) equal to the sum of: ● 85% of the net book value of the Borrowers’ eligible accounts receivables, plus ● the lesser of (i) 95% of the net book value of the Borrowers’ eligible rental equipment and (ii) 85% of the net orderly liquidation value of the Borrowers’ eligible rental equipment, minus ● customary reserves The ABL Facility includes borrowing capacity available for standby letters of credit of up to $15 million and for ‘‘swingline’’ loan borrowings of up to $15 million. Any issuance of letters of credit or making of a swingline loan will reduce the amount available under the ABL Facility. In addition, the ABL Facility will provide the Borrowers with the option to increase commitments under the ABL Facility in an aggregate amount not to exceed $75 million plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility. The termination date of the ABL Facility is September 15, 2023. The obligations under the ABL Facility are unconditionally guaranteed by Topaz and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized restricted subsidiary of Bidco (together with Topaz, the “ABL Guarantors”), other than certain excluded subsidiaries. The ABL Facility is secured by (i) a first priority pledge of the equity interests of Topaz, Bidco, Target, and Signor (the “Borrowers) and of each direct, wholly-owned US organized restricted subsidiary of any Borrower or any ABL Guarantor, (ii) a first priority pledge of up to 65% of the voting equity interests in each non-US restricted subsidiary of any Borrower or ABL Guarantor and (iii) a first priority security interest in substantially all of the assets of the Borrower and the ABL Guarantors (in each case, subject to customary exceptions). The ABL Facility requires the Borrowers to maintain a (i) minimum fixed charge coverage ratio of 1.00:1.00 and (ii) maximum total net leverage ratio of 4.00:1.00, at any time when the excess availability under the ABL Facility is less than the greater of (a) $15.625 million and (b) 12.5% of the Line Cap. The ABL Facility also contains a number of customary negative covenants. Such covenants, among other things, limit or restrict the ability of each of the Borrowers, their restricted subsidiaries, and where applicable, Topaz, to: ● incur additional indebtedness, issue disqualified stock and make guarantees; ● incur liens on assets; ● engage in mergers or consolidations or fundamental changes; ● sell assets; ● pay dividends and distributions or repurchase capital stock; ● make investments, loans and advances, including acquisitions; ● amend organizational documents and master lease documents; ● enter into certain agreements that would restrict the ability to pay dividends; ● repay certain junior indebtedness; and ● change the conduct of its business. The aforementioned restrictions are subject to certain exceptions including (i) the ability to incur additional indebtedness, liens, investments, dividends and distributions, and prepayments of junior indebtedness subject, in each case, to compliance with certain financial metrics and certain other conditions and (ii) a number of other traditional exceptions that grant the ABL Borrowers continued flexibility to operate and develop their businesses. The ABL Facility also contains certain customary representations and warranties, affirmative covenants and events of default. The carrying value of debt outstanding as of the dates indicated below consist of the following: December 31, December 31, 2021 2020 Capital lease and other financing obligations $ 1,425 $ 3,840 ABL facility — 48,000 9.50% Senior Secured Notes due 2024, face amount 340,000 340,000 Less: unamortized original issue discount (1,681) (2,319) Less: unamortized term loan deferred financing costs (8,107) (11,182) Total debt, net 331,637 378,339 Less: current maturities (729) (3,571) Total long-term debt $ 330,908 $ 374,768 Interest expense, net The components of interest expense, net (which includes interest expense incurred) recognized in the consolidated statements of comprehensive income (loss) for the periods indicated below consist of the following: For the Years Ended December 31, 2021 2020 2019 Interest expense incurred on Notes Due to Affiliates (Note 13) $ — $ — $ 1,955 Interest expense incurred on ABL facilities and Notes 33,670 35,396 28,608 Amortization of deferred financing costs on ABL facilities and Notes 4,338 3,950 3,204 Amortization of original issue discount on Notes 638 557 425 Interest incurred on capital lease and other financing obligations 58 131 — Interest capitalized — — (791) Interest expense, net $ 38,704 $ 40,034 $ 33,401 Deferred Financing Costs and Original Issue Discount The Company incurred and deferred approximately $16.3 million of deferred financing costs and approximately $3.3 million of original issue discount in connection with the issuance of the Notes in 2019 in connection with the Business Combination, which are included in the carrying value of the Notes as of December 31, 2021 and 2020. The Company presents unamortized deferred financing costs and unamortized original issue discount as a direct deduction from the principal amount of the Notes on the consolidated balance sheets as of December 31, 2021 and 2020. Accumulated amortization expense related to the deferred financing costs was approximately $7.8 million and $4.7 million as of December 31, 2021 and 2020, respectively. Accumulated amortization of the original issue discount was approximately $1.6 million and $1.0 million as of December 31, 2021 and 2020, respectively. The Company also incurred deferred financing costs associated with the ABL Facility as a result of the Business Combination in the amount of approximately $3.9 million, which are capitalized and presented on the consolidated balance sheet as of December 31, 2021 and 2020 within deferred financing costs revolver, net. These costs are amortized over the contractual term of the line-of-credit through the initial maturity date using the straight-line method. The ABL Facility was considered a modification of the Algeco ABL Facility for accounting purposes. Certain of the lenders under the Algeco ABL Facility are also lenders under the ABL Facility. As the borrowing capacity of each of the continuing lenders in the ABL Facility is greater than the borrowing capacity of the Algeco ABL Facility, the unamortized deferred financing costs at the time of the modification of approximately $1.8 million associated with the continuing lenders of the Algeco ABL Facility was deferred and amortized over the remaining term of the ABL Facility. Any unamortized deferred financing costs from the Algeco ABL Facility that pertained to non-continuing lenders were expensed through loss on extinguishment of debt on the consolidated statement of comprehensive income (loss) as of the modification date. The Company recognized a charge of $0.9 million in loss on extinguishment of debt related to the write-off of deferred financing costs pertaining to non-continuing lenders for the year ended December 31, 2019. Accumulated amortization related to revolver deferred financing costs for both the Algeco ABL Facility and ABL Facility was approximately $3.7 million and $2.4 million as of December 31, 2021 and 2020, respectively. Refer to the components of interest expense table in Note 11 for the amounts of the amortization expense related to the deferred financing costs and original issue discount recognized for each of these debt instruments for the years ended December 31, 2021, 2020 and 2019, respectively. Future maturities The aggregate annual principal maturities of debt and capital lease obligations for each of the next five years, based on contractual terms are listed in the table below. The schedule of future maturities as of December 31, 2021 consists of the following: 2022 $ 729 2023 503 2024 340,193 Total $ 341,425 |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liabilities | |
Warrant Liabilities | 12. Warrant Liabilities On January 17, 2018, Harry E. Sloan, Joshua Kazam, Fredric D. Rosen, the Sara L. Rosen Trust and the Samuel N. Rosen 2015 Trust, purchased from Platinum Eagle an aggregate of 5,333,334 Private Warrants at a price of $1.50 per warrant (for an aggregate purchase price of $8.0 million) in a private placement that occurred simultaneously with the completion of the Public Offering. Each Private Warrant entitles the holder to purchase one share of common stock at $11.50 per share. The purchase price of the Private Warrants was added to the proceeds from the Public Offering and was held in the Trust Account until the closing of the Business Combination. The Private Warrants (including the shares of Common Stock issuable upon exercise of the Private Warrants) were not transferable, assignable or salable until 30 days after the closing date of the Business Combination, and they may be exercised on a cashless basis and are non-redeemable so long as they are held by the initial purchasers of the Private Warrants or their permitted transferees. The Company evaluated Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Subsequent changes in the estimated fair value of the Private Warrants are reflected in the change in fair value of warrant liabilities in the accompanying consolidated statements of comprehensive income (loss). The change in the estimated fair value of the Private Warrants resulted in a loss (gain) of approximately $1.1 million, ($2.4) million, and ($5.9) million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company had 5,333,334 Private Warrants issued and outstanding. The Company determined the following estimated fair values for the outstanding Private Warrants as of the dates indicated below: December 31, December 31, 2021 2020 Warrant liabilities $ 1,600 $ 533 Total $ 1,600 $ 533 |
Notes Due to Affiliates
Notes Due to Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Notes Due to Affiliates | |
Notes Due to Affiliates | 13. Notes Due to Affiliates The Company records interest expense on notes due to affiliates based on the stated interest rate in the loan agreement. Refer to Note 11 for interest expense incurred for the years ended December 31, 2021, 2020 and 2019, respectively. As part of the Business Combination, the affiliate note that was executed in September 2018 in connection with the acquisition of Signor has been extinguished. Prior to the Business Combination, Signor paid $9 million to a TDR affiliate, of which $5.3 million was used to pay off the accrued interest and the remaining $3.7 million was used to pay down the outstanding principal, reducing the amount owed to $104.3 million. Upon consummation of the Business Combination, the remaining principal was settled between Signor and the TDR affiliate in the form of a capital contribution. As of December 31, 2020 and 2019, respectively, there are no Notes due to affiliates. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The components of the provision for income taxes are comprised of the following for the years ended December 31: 2021 2020 2019 Domestic Current $ 1,365 $ 296 $ 1,615 Deferred 469 (8,751) 5,992 Foreign Current 70 — — Deferred — — — Total income tax expense (benefit) $ 1,904 $ (8,455) $ 7,607 Income tax results differed from the amount computed by applying the U.S. statutory income tax rate to income (loss) before income taxes for the following reasons for the years ended December 31: 2021 2020 2019 Statutory income tax expense (benefit) $ (561) $ (7,053) $ 4,112 State tax expense 1,120 (450) 1,816 Effect of tax rates in foreign jurisdictions 30 (17) (37) Change in fair value of warrant liabilities 224 (494) (1,209) Transaction costs — (899) 2,387 Stewardship expense — — 35 Valuation allowances 452 (279) 226 Compensation 500 201 92 Other 139 536 185 Reported income tax expense (benefit) $ 1,904 $ (8,455) $ 7,607 Income tax expense (benefit) was $1.9 million, ( $8.5 ) million and $7.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. The effective tax rate for the years ended December 31, 2021, 2020, and 2019 was (71.3)% , 25.2% and 38.9% , respectively. The fluctuation in the rate for the years ended December 31, 2021, 2020 and 2019, respectively, results primarily from the relationship of year-to-date income (loss) before income tax and the discrete treatment of the bonus amounts and transaction costs paid in connection with the Business Combination discussed in Note 3 as well as the fluctuation in the permanent add-back related to the change in fair value of warrant liabilities on the Company’s warrants and the impact of state tax expense based off of gross receipts. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and carryforwards. Significant components of the deferred tax assets and liabilities for the Company are as follows: 2021 2020 Deferred tax assets Deferred compensation $ — $ 20 Deferred revenue 7,779 4,169 Intangible assets 9,640 9,668 Tax loss carryforwards 34,303 33,279 Other - net 1,584 1,525 Deferred tax assets gross 53,306 48,661 Valuation allowance (4,176) (3,577) Net deferred income tax asset 49,130 45,084 Deferred tax liabilities Rental equipment and other plant, property and equipment (33,709) (28,718) Software (711) (1,187) Deferred tax liability (34,420) (29,905) Net deferred income tax asset $ 14,710 $ 15,179 Tax loss carryovers for federal and foreign income tax purposes totaled $153.0 million at December 31, 2021 as shown in the below table. Approximately $7.6 million of these federal and foreign income tax loss carryovers expire between 2023 and 2042. The remaining $145.4 million of federal income tax loss carryovers do not expire. The availability of these tax losses to offset future income varies by jurisdiction. Furthermore, the ability to utilize the tax losses may be subject to additional limitations upon the occurrence of certain events, such as changes in ownership of the Company. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Although realization is not assured, the Company believes it is more likely than not that all of the deferred tax asset will be realized. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income during the carryforward period are reduced. Valuation 2021 Expiration Allowance United States $ 147,682 $2,300 expire in 2038. Remaining do not expire. — % Canada 4,809 2023-2042 100 % Mexico 498 2024-2032 100 % Total $ 152,989 Unrecognized Tax Positions No amounts have been accrued for uncertain tax positions as of December 31, 2021 and 2020. However, management's conclusion regarding uncertain tax positions may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations, and interpretations thereof and other factors. The Company does not have any unrecognized tax benefits as of December 31, 2021 and 2020 and does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Additionally, no interest or penalty related to uncertain taxes has been recognized in the accompanying consolidated financial statements. The Company is subject to taxation in US, Canada, Mexico and state jurisdictions. The Company’s tax returns are subject to examination by the applicable tax authorities prior to the expiration of statute of limitations for assessing additional taxes, which generally ranges from two to five years after the end of the applicable tax year. Therefore, as of December 31, 2021, tax years for 2015 through 2021 generally remain subject to examination by the tax authorities. In addition, in the case of certain tax jurisdictions in which the Company has loss carryforwards, the tax authority in some of these jurisdictions may examine the amount of the tax loss carryforward based on when the loss is utilized rather than when it arises. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 15. Fair Value of Financial Instruments The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company has assessed that the fair value of cash and cash equivalents, trade receivables, related party receivables, trade payables, other current liabilities, and other debt approximates their carrying amounts largely due to the short-term maturities or recent commencement of these instruments. The fair value of the ABL Revolver is primarily based upon observable market data, such as market interest rates, for similar debt. The fair value of the Notes is based upon observable market data. Level 1 & 2 Disclosures: The carrying amounts and fair values of financial assets and liabilities, which are either Level 1 or Level 2, are as follows: December 31, 2021 December 31, 2020 Financial Assets (Liabilities) Not Measured at Fair Value Carrying Amount Fair Value Carrying Amount Fair Value ABL facility (See Note 11) - Level 2 $ — $ — $ (48,000) $ (48,000) Senior Secured Notes (See Note 11) - Level 1 $ (330,212) $ (348,075) $ (326,499) $ (300,900) Recurring fair value measurements Level 3 Disclosures: There were 5,333,334 Private Warrants outstanding as of December 31, 2021 and 2020. Based on the fair value assessment that was performed, the Company determined a fair value price per Private Warrant of $0.30 and $0.10 as of December 31, 2021 and 2020, respectively. The fair value is classified as Level 3 in the fair value hierarchy due to the use of pricing inputs that are less observable in the marketplace combined with management judgment required for the assumptions underlying the calculation of value. The Company determined the estimated fair value of the Private Warrants using the Black-Scholes option-pricing model. December 31, December 31, 2021 2020 Exercise Price $ 11.50 $ 11.50 Stock Price $ 3.56 $ 1.58 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 2.20 3.20 Risk-Free Interest Rate % 0.78 % 0.19 Expected Volatility % 64.00 % 68.00 Per Share Value of Warrants $ 0.30 $ 0.10 The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020: Private Placement Warrants Balance at December 31, 2019 $ 2,880 Change in fair value of warrant liabilities (2,347) Balance at December 31, 2020 $ 533 The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2021: Private Placement Warrants Balance at December 31, 2020 $ 533 Change in fair value of warrant liabilities 1,067 Balance at December 31, 2021 $ 1,600 There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 16. Commitments and Contingencies The Company is involved in various lawsuits or claims in the ordinary course of business. Management is of the opinion that there is no pending claim or lawsuit which, if adversely determined, would have a material impact on the financial condition of the Company. Commitments The Company leases certain land, lodging units and real estate under non-cancellable operating leases, the terms of which vary and generally contain renewal options. Total rent expense under these leases is recognized ratably over the initial term of the lease. Any difference between the rent payment and the straight-line expense is recorded as a liability. Rent expense included in services costs in the consolidated statements of comprehensive income (loss) for cancelable and non-cancelable leases was $13.9 million, $5.6 million and $12.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Rent expense included in the selling, general, and administrative expenses in the consolidated statements of comprehensive income (loss) for cancelable and non-cancelable leases was $0.4 million, $0.5 million and $0.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Future minimum lease payments over the next five years and thereafter at December 31, 2021, by year and in the aggregate, under non-cancelable operating leases are as follows: 2022 $ 5,003 2023 4,514 2024 4,118 2025 3,593 2026 2,874 Thereafter 376 Total $ 20,478 |
Rental Income
Rental Income | 12 Months Ended |
Dec. 31, 2021 | |
Rental Income | |
Rental Income | 17. Rental Income Certain arrangements contain a lease of lodging facilities (Lodges) to customers. During 2014, we entered into a lease for Lodges in Dilley, Texas. During 2020, the lease for the lodges in Dilley was amended and expires in 2026. During 2015, the Company entered into a lease for Lodges in Mentone, Texas that expires in 2022. That lease was amended in 2020, which resulted in the contract no longer being treated as a lease and as such, the revenue associated is now being reported within services income. During 2019, the Company entered into a lease agreement in Orla, Texas which was amended in 2020 and expired on December 31, 2021. Additionally, the Company entered into a lease in Midland, Texas, which was terminated during 2020. During 2021, the Company entered into a lease for lodges in Pecos, Texas that expires in 2022. Rental income from these leases for 2021, 2020 and 2019 was approximately $76.9 million, $53.0 million and $59.8 million, respectively. Each Lodge is leased exclusively to one customer and is accounted for as an operating lease under the authoritative guidance for leases. Revenue related to these lease arrangements is reflected as specialty rental income in the consolidated statements of comprehensive income (loss). Scheduled future minimum lease payments to be received by the Company as of December 31, 2021 for each of the next five years is as follows: 2022 $ 50,422 2023 37,768 2024 34,392 2025 34,300 2026 25,657 Total $ 182,539 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Parties | |
Related Parties | 18. Related Parties Upon the consummation of the Business Combination, outstanding loans to officers were forgiven, which resulted in $1.6 million of additional expenses recognized in selling, general and administrative expenses on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019. There were no amounts due on these loans to officers as of December 31, 2021 and 2020, respectively. Compensation expense related to these officer loans recognized for the years ended December 31, 2021, 2020, and 2019, totaled $0, $0, and $1.6 million, respectively, and are included in selling, general and administrative expense in the consolidated statements of comprehensive income (loss). The Company leased modular buildings from an ASG affiliate to serve one of its customers. The rent expense related to the leasing of the modular buildings amounted to $0, $0, and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. During the years ended December 31, 2021, 2020 and 2019, respectively, the Company incurred $0.6 million, $0.8 million and $0.8 million in commissions owed to related parties, included in selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss). At December 31, 2021 and December 31, 2020, respectively, the Company accrued $0 and $0.3 million, for these commissions. The underlying commission agreement driving these charges expired in 2021 and was not renewed. Prior to the closing of the Business Combination, Mr. Diarmuid Cummins (the “Advisor”) provided certain consulting and advisory services (the “Services”) to Target Parent and certain of its affiliated entities (collectively, “Algeco”), including Target. The Advisor was compensated for these Services by Algeco. Following the closing of the Business Combination, the Advisor continued to provide these Services to Algeco and to the Company and is serving as an observer on the board of directors of the Company. The Advisor is currently compensated for these services by Chard Camp Catering Services Ltd. (“Chard”), a wholly-owned subsidiary of the Company. In June 2019, Chard and Algeco Global Sarl (“Algeco Global”) entered into a reimbursement agreement, as amended in July 2019, (the “Agreement”), pursuant to which Algeco Global agreed to reimburse Chard for 100% of the total compensation paid by it to the Advisor, from and after January 1, 2019, with such amounts to be paid monthly. The Company and Algeco Global are each majority owned by TDR Capital. The initial term of the Agreement ran through December 31, 2019 and automatically extended for an additional 12 month term. The agreement terminated on December 31, 2020 and was not renewed. This reimbursement for the years ended December 31, 2021 and December 31, 2020 amounted to $0 and approximately $1.1 million, respectively, and is included in the other expense (income), net line within the consolidated statement of comprehensive income (loss) while $0 and approximately $1.2 million are recorded as a related party receivable on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. The related party receivable amount of approximately $1.2 million on the consolidated balance sheet as of December 31, 2020 was paid in full in March of 2021. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) per Share | |
Earnings (Loss) per Share | 19. Earnings (Loss) per Share Basic earnings (loss) per share (“EPS” or “LPS”) is calculated by dividing net income or loss attributable to Target Hospitality by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed similarly to basic net earnings per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. The following table presents basic and diluted EPS and LPS for the periods indicated below ($ in thousands, except per share amounts): For the Years Ended December 31, December 31, December 31, 2021 2020 2019 Numerator Net income (loss) attributable to Common Stockholders $ (4,576) $ (25,131) $ 11,972 Denominator Weighted average shares outstanding - basic and diluted 96,611,022 96,018,338 94,501,789 Net income (loss) per share - basic and diluted $ (0.05) $ (0.26) $ 0.13 As discussed in Note 3, 5,015,898 shares of the 8,050,000 shares of common stock held by the Founders, were placed into escrow concurrent with the Business Combination. Upon being placed into escrow, the voting and economic rights of the shares were suspended for the period they are in escrow. Given that the Founders are not entitled to vote or participate in the economic rewards available to the other shareholders with respect to these shares, these shares are not included in the EPS calculations. The 2018 Warrants representing 16,166,650 shares of the Company’s common stock for the years ended December 31, 2021, 2020, and 2019 were excluded from the computation of EPS because they are considered anti-dilutive as the exercise price exceeds the average market price of the common stock price during the applicable periods. As discussed in Note 21, RSUs and stock options were outstanding for the years ended December 31, 2021 and 2020, respectively. These RSUs and stock options were excluded from the computation of EPS because their effect would have been anti-dilutive. As discussed in Note 20, in 2019, the Company repurchased shares of its outstanding Common Stock. These shares of treasury stock have been excluded from the computation of EPS. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity | |
Stockholders' Equity | 20. Stockholders’ Equity Common Stock As of December 31, 2021, Target Hospitality had 106,367,450 shares of Common Stock, par value $0.0001 per share issued and 101,952,683 outstanding. Each share of Common Stock has one vote, except the voting rights related to the 5,015,898 of Founder Shares placed in escrow have been suspended subject to release pursuant to the terms of the Earnout Agreement, as discussed in Note 3. Preferred Shares Target Hospitality is authorized to issue 1,000,000 preferred shares with par value of $0.0001 per share. As of December 31, 2021, no preferred shares were issued or outstanding. Public Warrants On January 17, 2018, PEAC sold 32,500,000 units at a price of $10.00 per unit (the “Units”) in its initial public offering (the “Public Offering”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of their overallotment option. Each Unit consisted of one Class A ordinary share of PEAC, par value $0.0001 per share (the “Public Shares”), and one-third Each Public Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. If upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will upon exercise, round down to the nearest whole number, the number of shares to be issued to the Public Warrant holder. Each Public Warrant became exercisable 30 days after the completion of the Business Combination. As of December 31, 2021, the Company had 10,833,316 Public warrants issued and outstanding with the same terms as described above. Common Stock in Treasury On August 15, 2019, the Company's board of directors approved the 2019 Share Repurchase Program (“2019 Plan”), authorizing the repurchase of up to $75.0 million of our Common Stock from August 30, 2019 to August 15, 2020. During the year ended December 31, 2019, the Company repurchased 4,414,767 shares of our Common Stock for an aggregated price of approximately $23.6 million. As of August 15, 2020, the 2019 Plan had a remaining capacity of approximately $51.4 million. The 2019 Plan terminated on August 15, 2020 and was not renewed. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 21. Stock-Based Compensation On March 15, 2019, in connection with the Business Combination, the Company’s board of directors approved the adoption of the Target Hospitality Corp. 2019 Incentive Award Plan (the “Plan”), under which 4,000,000 of the Company’s shares of Common Stock were reserved for issuance pursuant to future grants of share awards. The expiration date of the Plan, on and after which date no awards may be granted, is March 15, 2029. On March 4, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company adopted a new form of Executive Nonqualified Stock Option Award Agreement (the “Stock Option Agreement”) and a new form of Executive Restricted Stock Unit Agreement (the “RSU Agreement” and together with the Stock Option Agreement, the “Award Agreements”) with respect to the granting of nonqualified stock options and restricted stock units, respectively, granted under the Plan. The new Award Agreements will be used for all awards to executive officers made on or after March 4, 2020. The Award Agreements have material terms that are substantially similar to those in the forms of award agreements last approved by the Compensation Committee and disclosed by the Company, except for the following: under the new Award Agreements, if the participant’s employment or service terminates due to Retirement (as defined in the Plan), and the participant has been continuously employed by the Company for at least twelve months following the grant date, then any portion of the participant’s awarded securities scheduled to become vested within twelve months after the participant’s termination date shall be vested on his or her termination date. On February 25, 2021, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors adopted a new form Executive Restricted Stock Unit Agreement (the “RSU Agreement”) and a form Executive Stock Appreciation Rights Award Agreement (the “SAR Agreement” and together with the RSU Agreement, the “Award Agreements”) with respect to the granting of restricted stock units and stock appreciation rights, respectively, under the Plan. The new Award Agreements will be used for all awards to executive officers made on or after February 25, 2021. The RSU Agreement has material terms that are substantially similar to those in the form Executive Restricted Stock Unit Agreement last approved by the Compensation Committee and previously disclosed by the Company, except for the following: (x) 50% of the restricted stock units (each an “RSU”) will vest on the second grant date anniversary and 50% of the RSUs will vest on the third grant date anniversary and (y) if the participant’s employment or service terminates due to Retirement (as defined in the Plan), and the participant has been continuously employed by the Company for at least twelve months following the grant date, then a pro-rata portion of the participant’s RSUs scheduled to vest on the next following vesting date shall vest on his or her termination date based on completed calendar months since either (a) the grant date or (b) the initial vesting date, as applicable. The SAR Agreement has material terms that are substantially similar to those in the form Executive Nonqualified Stock Option Award Agreement last approved by the Compensation Committee and previously disclosed by the Company, except for the following: (x) the change in the equity instrument to a stock appreciation right (“SAR”), which may be settled in shares or cash, (y) 50% of the SARs will vest on the second grant date anniversary and 50% of the SARs will vest on the third grant date anniversary, and (z) if the participant’s employment or service terminates due to Retirement (as defined in the Plan), then (a) if the participant has been continuously employed by the Company for at least twelve months following the grant date, then a pro-rata portion of the SARs scheduled to become vested on the next vesting date shall be vested on the participant’s termination date based on completed calendar months since either (i) the grant date or (ii) the initial vesting date, as applicable; (b) following the application of clause (a), the unvested portion of the SARs shall expire upon such termination of employment or service and (c) the participant may exercise the vested portion of the SARs, but only within such period of time ending on the earlier of (i) two years following such termination of employment or service, or (ii) the Expiration Date (as defined in the SAR Agreement). Restricted Stock Units On May 21, 2019, the Compensation Committee granted time-based RSUs to certain of the Company’s executive officers, other employees, and directors. Each RSU represents a contingent right to receive, upon vesting, one share of the Company’s Common Stock or its cash equivalent, as determined by the Company. The number of RSUs granted to certain named executive officers and certain other employees totaled 212,621. These RSU awards granted vest in four equal installments on each of the first four anniversaries of the grant date, on May 21, 2020, 2021, 2022, and 2023. On September 3, 2019, our Chief Financial Officer received a grant of 81,434 RSUs and 48,860 RSUs, which vested on March 15, 2020 and on each of the first four anniversaries of the grant date, respectively. The number of RSUs granted to non-executive directors of the board amounted to 81,967 and were also granted on May 21, 2019. The RSU awards granted to non-executive directors of the board vest over one year on the anniversary of the date of grant or the date of the first annual meeting of the stockholders following the grant date, whichever is sooner. Additionally, on May 21, 2019, the Compensation Committee approved the election by Mr. Archer, the CEO, pursuant to his employment agreement dated January 29, 2019, to receive his annual base salary for the period July 1, 2019 to December 31, 2019 in the form of 30,000 RSUs. These RSUs vested in six equal installments on the first of each month, beginning on July 1, 2019 through December 1, 2019. On January 2, 2020, the Compensation Committee approved the election by Mr. Archer, the CEO, pursuant to his employment agreement dated January 29, 2019, to receive his annual base salary for the period January 1, 2020 to December 31, 2020 in the form of 124,741 RSUs. These RSUs vested in twelve equal installments on the first of each month, except for one twelfth Further, on March 4, 2020, the Compensation Committee granted time-based RSUs to certain of the Company’s executive officers and other employees. Each RSU represents a contingent right to receive, upon vesting, one share of the Company’s Common Stock or its cash equivalent, as determined by the Company. The number of RSUs granted to certain named executive officers and certain other employees totaled 503,757. These RSU awards granted vest in four equal installments on each of the first four anniversaries of the grant date, on March 4, 2021, 2022, 2023, and 2024. As a result of the volatility in the global financial and commodity markets created by the COVID-19 pandemic, the Company implemented measures to reduce the Company’s ongoing cash expenses. Consistent with that goal, the Compensation Committee approved the Salary Reduction Equity Award Program (the “Salary Program”), effective April 1, 2020. Pursuant to the Salary Program, the Company reduced the base salary amounts paid to certain executive officers and other employees by up to 20% for the period between April 1, 2020 and December 31, 2020. On April 1, 2020 and as contemplated by the Salary Program, the Company awarded a total of 201,988 RSUs pursuant to the Plan to participants in the Salary Program. The RSUs ratably vest on the first of every month through December 2020. Shares received upon settlement of RSUs granted under the Salary Program are not subject to any sale restrictions that would otherwise apply under the Company’s ownership guidelines; however, the provisions of the Company’s Securities Trading Policy continue to apply to such shares. Concurrent with the approval of the Salary Program, the Compensation Committee approved the Director Retainer Reduction Equity Award Program (the “Director Retainer Program”), effective April 1, 2020. Pursuant to the Director Retainer Program, the Company reduced the cash retainer paid to non-employee directors by 20%. During the year ended December 31, 2020 and as contemplated by the Director Retainer Program, the Company awarded a total of 66,070 RSUs pursuant to the Plan to the participants in the Director Retainer Program. The RSUs ratably vest on June 30, September 30 and December 31, 2020. Shares received upon settlement of RSUs granted under the Director Retainer Program are not subject to any sale restrictions that would otherwise apply under the Company’s ownership guidelines; however, the provisions of the Company’s Securities Trading Policy continue to apply to such shares. On October 1, 2020, both the Salary Program and the Director Retainer Program were terminated. Pursuant to the termination of the Salary Program, the Company recommenced payment of 100% of the base salary of the participating executive officers and other employees, on October 1, 2020, and each participating executive officer and employee agreed to forfeit RSUs awarded to him or her pursuant to the Salary Program scheduled to vest on or after October 1, 2020. Pursuant to the termination of the Director Retainer Program, the Company recommenced payment of 100% of the director fees of each non-employee director, on October 1, 2020, and each non-employee director agreed to forfeit RSUs awarded to him or her pursuant to the Director Retainer Program scheduled to vest on or after October 1, 2020. On February 25, 2021, the Compensation Committee granted time-based RSUs to certain of the Company’s executive officers and other employees. Each RSU represents a contingent right to receive, upon vesting, one share of the Company’s Common Stock or its cash equivalent, as determined by the Company. The number of RSUs granted to certain named executive officers and certain other employees totaled 1,134,524. Also, in August 2021, 30,899 of additional time-based RSUs were granted to certain of the Company’s other employees. Additionally, on May 18, 2021, the Company awarded an aggregate of 326,926 time-based RSUs to each of the Company’s non-employee directors, which vest on the first grant date anniversary or, if earlier, the date of the 2022 Annual Meeting of the Stockholders. Also, on August 4, 2021 and September 20, 2021, the Company awarded 22,087 and 17,351 time-based RSUs, respectively, to two new non-employee directors, which have the same vesting schedule as those issued on May 18, 2021. For the year ended December 31, 2021, certain of the Company's employees surrendered RSUs owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of RSUs issued under the Plan. Accelerated Vesting of Restricted Stock Unit Grants Due to certain non-employee director resignations and as permitted by the Plan, effective December 31, 2021, the Board approved the accelerated vesting of 115,386 RSUs granted on May 18, 2021. The table below represents the changes in RSUs for the year ended December 31, 2021: Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2020 1,124,762 $ 4.21 Granted 1,531,787 2.10 Vested (769,454) 2.96 Forfeited (24,505) 3.34 Balance at December 31, 2021 1,862,590 $ 3.00 The total fair value of RSUs vested during the years ended December 31, 2021, 2020 and 2019 was $2.1 million, $1.0 million, and $0.2 million, respectively. The weighted-average grant date fair value per RSU of RSUs granted during the years ended December 31, 2021, 2020 and 2019 was $2.10 , $3.07 , and $9.49 , respectively. RSUs granted during the years ended December 31, 2021, 2020 and 2019, were 1,531,787 ; 1,374,085 ; and 454,882 ; respectively. Stock-based compensation expense for these RSUs recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2021 was approximately $3.1 million, with an associated tax benefit of approximately $0.7 million. Stock-based compensation expense for these RSUs recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020 was approximately $3.0 million, with an associated tax benefit of approximately $0.7 million. Stock-based compensation expense for these RSUs recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019 was approximately $1.5 million, with an associated tax benefit of less than $0.4 million. At December 31, 2021, unrecognized compensation expense related to RSUs totaled approximately $4.2 million and is expected to be recognized over a remaining term of approximately 1.88 years. Under the authoritative guidance for stock-based compensation, 537,047 of the RSUs granted during 2021 are considered liability-based awards due to an insufficient number of shares available under the plan to service these awards upon vesting. As such, the Company recognized a liability associated with these RSUs of approximately $0.8 million as of December 31, 2021, of which approximately $0.5 million is included in accrued liabilities and approximately $0.3 million is included in other non-current liabilities in the accompanying balance sheets. The estimated fair value of these liability-based awards was $3.56/RSU as of December 31, 2021. The fair value of these liability awards will be remeasured at each reporting period until the date of settlement. Stock Option Awards On May 21, 2019, the Compensation Committee granted 482,792 time-based stock option awards to certain employees. On September 3, 2019 the Compensation Committee made an additional grant of 171,429 time-based stock options to our newly appointed Chief Financial Officer. Additionally, on March 4, 2020 the Compensation Committee granted 1,140,873 time-based stock option awards to certain employees. Each option represents the right upon vesting, to buy one share of the Company’s common stock, par value $0.0001 per share, for $4.51 to $10.83 per share. The stock options vest in four equal installments on each of the first four anniversaries of the grant date and expire ten years from the grant date. As shown in the following table, during the year ended December 31, 2021, there were no new grants or other changes in the stock options outstanding. Options Weighted Average Exercise Price Per Share Weighted Average Contractual Life (Years) Intrinsic Value Outstanding Options at December 31, 2020 1,643,135 $ 6.11 8.95 $ - Granted - - - - Forfeited - - - - Vested and expired - - - - Outstanding Options at December 31, 2021 1,643,135 $ 6.11 7.95 $ - 546,272 shares were exercisable at December 31, 2021. The total fair value of stock option awards vested and expired during the years ended December 31, 2021, 2020 and 2019 was $0.8 million, $0.4 million, and $0.1 million, respectively. Stock-based compensation expense for these stock option awards recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2021 was approximately $0.8 million with an associated tax benefit of approximately $0.2 million. Stock-based compensation expense for these stock option awards recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020 was approximately $0.8 million with an associated tax benefit of approximately $0.2 million. Stock-based compensation expense for these stock option awards recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2019 was approximately $0.2 million with an associated tax benefit of less than $0.1 million. At December 31, 2021, unrecognized compensation expense related to stock options totaled $1.4 million and is expected to be recognized over a remaining term of approximately 1.87 years. The fair value of each option award at the grant date was estimated using the Black-Scholes option-pricing model with the following assumptions: Assumptions Weighted average expected stock volatility (range) % 25.94 - 30.90 Expected dividend yield % 0.00 Expected term (years) 6.25 Risk-free interest rate (range) % 0.82 - 2.26 Exercise price (range) $ 4.51 - 10.83 The weighted-average grant date fair value per option of options granted during the years ended December 31, 2021, 2020 and 2019 was $0, $1.42, and $2.92, respectively. Options granted during the years ended December 31, 2021, 2020 and 2019, were 0; 1,140,875; and 654,221; respectively. The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility as the Company does not have a sufficient trading history as a stand-alone public company to calculate volatility. Additionally, due to an insufficient history with respect to stock option activity and post vesting cancellations, the expected term assumption is based on the simplified method permitted under SEC rules, whereby, the simple average of the vesting period for each tranche of award and its contractual term is aggregated to arrive at a weighted average expected term for the award. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a dividend on its shares of common stock. Stock-based payments are subject to service based vesting requirements and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. No stock options were forfeited during the year ended December 31, 2021. Stock Appreciation Right Awards On February 25, 2021, the Compensation Committee granted SARs to certain of the Company’s executive officers and other employees. Each SAR represents a contingent right to receive, upon vesting, payment in cash or the Company’s Common Stock, as determined by the Compensation Committee, in an amount equal to the difference between (a) the fair market value of a Common Share on the date of exercise, over (b) the grant date price. The number of SARs granted to certain named executive officers and certain other employees totaled 1,578,537 (including 26,906 granted on August 5, 2021). The following table summarizes SARs outstanding at December 31, 2021: Number of Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding SARs at December 31, 2020 - $ - - Granted 1,578,537 1.82 9.17 Outstanding SARs at December 31, 2021 1,578,537 $ 1.82 9.17 Under the authoritative guidance for stock-based compensation, these SARs are considered liability-based awards. The Company recognized a liability, which is included in other non-current liabilities in the consolidated balance sheets, associated with its SARs of approximately $1.2 million as of December 31, 2021. These SARs were valued using the Black-Scholes option pricing model, the expected volatility was approximately 43.5%, the term was 6.25 years, the dividend rate was 0.0% and the risk-free interest rate was approximately 1.07%, which resulted in a calculated fair value of approximately $0.78 per SAR as of the grant date. The estimated weighted-average fair value of each SAR as of December 31, 2021 was $2.69. The fair value of these liability awards will be remeasured at each reporting period until the date of settlement. Increases and decreases in stock-based compensation expense are recognized over the vesting period, or immediately for vested awards. For the year ended December 31, 2021, the Company recognized compensation expense related to these awards of approximately $1.2 million in selling, general and administrative expense in the unaudited consolidated statement of comprehensive income (loss). At December 31, 2021, unrecognized compensation expense related to SARs totaled approximately $3.0 million and is expected to be recognized over a remaining term of approximately 2.16 years. The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility as the Company does not have a sufficient trading history as a stand-alone public company to calculate volatility. Additionally, due to an insufficient history with respect to stock appreciation right activity and post vesting cancellations, the expected term assumption is based on the simplified method permitted under SEC rules, whereby, the simple average of the vesting period for each tranche of award and its contractual term is aggregated to arrive at a weighted average expected term for the award. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a dividend on its shares of common stock. Stock-based payments are subject to service based vesting requirements and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. No SARs were forfeited for the year ended December 31, 2021. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Plans | |
Retirement Plans | 22. Retirement Plans We offer a defined contribution 401(k) retirement plan to substantially all of our U.S. employees. Participants may contribute from 1% to 90% of eligible compensation, inclusive of pretax and/or Roth deferrals (subject to Internal Revenue Service limitations), and we make matching contributions under this plan on the first 6% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 3% contribution). Our matching contributions vest at a rate of 20% per year for each of the employee’s first five years of service and then are fully vested thereafter. We recognized expense of $0.7 million, $0.7 million and $0.8 million related to matching contributions under our various defined contribution plans during the years ended December 31, 2021, 2020 and 2019, respectively. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2021 | |
Business Segments | |
Business Segments | 23. Business Segments The Company has six operating segments, none of which qualify for aggregation. Four of the segments are disclosed as reportable segments, based on the 10% tests. The aggregate external revenues of these reportable segments exceeded 75% of the Company’s consolidated revenues. The remaining three operating segments were combined in the “All Other” category. As of June 30, 2021, the Company changed the names of select reportable segments to appropriately align with its diversified hospitality and facilities service offerings. The segments formerly known as Permian Basin and Bakken Basin are now referred to as HFS – South and HFS – Midwest, respectively. All other reportable segment names remain unchanged. The Company is organized primarily on the basis of geographic region and customer industry group and operates in four reportable segments. These reportable segments are also operating segments. Resources are allocated, and performance is assessed by our CEO, whom we have determined to be our Chief Operating Decision Maker (CODM). Our remaining operating segments have been consolidated and included in an “All Other” category. The following is a brief description of our reportable segments and a description of business activities conducted by All Other. Hospitality & Facilities Services – South — Hospitality & Facilities Services – Midwest Government TCPL Keystone All Other — The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” for the Company. The Company evaluates performance of their segments and allocates resources to them based on revenue and adjusted gross profit. Adjusted gross profit for the CODM’s analysis includes the services and specialty rental costs in the financial statements and excludes depreciation, loss on impairment, and certain severance costs. The table below presents information about reported segments for the years ended December 31: 2021 HFS – South HFS – Midwest Government TCPL Keystone All Other Total Revenue $ 116,958 $ 4,150 $ 156,250 $ 12,283 $ 1,696 (a) $ 291,337 Adjusted gross profit $ 52,344 $ (711) $ 94,801 $ 9,161 $ (636) $ 154,959 Capital expenditures $ 8,575 $ 174 $ 27,525 $ - $ 57 Total Assets $ 206,774 $ 43,504 $ 87,308 $ 3,007 $ 2,412 $ 343,005 2020 HFS – South HFS – Midwest Government TCPL Keystone All Other Total Revenue $ 112,126 $ 6,605 $ 63,259 $ 41,911 $ 1,247 (a) $ 225,148 Adjusted gross profit $ 51,518 $ 161 $ 47,523 $ 8,617 $ (699) $ 107,120 Capital expenditures $ 8,160 $ 67 $ 24 $ 164 $ 656 Total Assets $ 277,839 $ 51,782 $ 27,149 $ 3,543 $ 3,231 $ 363,544 2019 HFS – South HFS – Midwest Government TCPL Keystone All Other Total Revenue $ 214,464 $ 20,620 $ 66,972 $ 15,744 $ 3,296 (a) $ 321,096 Adjusted gross profit $ 128,424 $ 8,511 $ 49,203 $ 3,060 $ 1,236 $ 190,434 Capital expenditures $ 82,031 $ 190 $ 305 $ 3,379 $ - (a) Revenues from segments below the quantitative thresholds are attributable to three operating segments of the Company and are reported in the “All Other” category previously described. A reconciliation of total segment adjusted gross profit to total consolidated income (loss) before income taxes for years ended as of the dates indicated below, is as follows: December 31, 2021 December 31, 2020 December 31, 2019 Total reportable segment adjusted gross profit $ 155,595 $ 107,819 $ 189,198 Other adjusted gross profit (636) (699) 1,236 Depreciation and amortization (70,519) (65,614) (58,902) Selling, general, and administrative expenses (46,461) (38,128) (76,648) Restructuring costs - - (168) Other income (expense), net (880) 723 (6,872) Currency (gains) losses, net - - 123 Loss on extinguishment of debt - - (907) Interest (expense), net (38,704) (40,034) (33,401) Change in fair value of warrant liabilities (1,067) 2,347 5,920 Consolidated income (loss) before income taxes $ (2,672) $ (33,586) $ 19,579 A reconciliation of total segment assets to total consolidated assets as of December 31, 2021 and 2020, respectively, is as follows: 2021 2020 Total reportable segment assets $ 340,593 $ 360,313 Other assets 3,489 3,231 Other unallocated amounts 169,310 170,693 Total Assets $ 513,392 $ 534,237 Other unallocated assets are not included in the measure of segment assets provided to or reviewed by the CODM for assessing performance and allocating resources, and as such, are not allocated. Other unallocated assets consist of the following as reported in the consolidated balance sheets of the Company as of the dates indicated below: December 31, December 31, 2021 2020 Total current assets $ 60,536 $ 43,562 Other intangible assets, net 88,485 103,121 Deferred tax asset 14,710 15,179 Deferred financing costs revolver, net 2,159 3,422 Other non-current assets 3,420 5,409 Total other unallocated amounts of assets $ 169,310 $ 170,693 For 2021, revenues from the Company’s Government segment were from two customers and represented approximately $156.3 million of the Company’s consolidated revenues for the year ended December 31, 2021. For 2020 and 2019, revenues from the Company's Government segment were from one customer and represented approximately $63.3 million, and $67.0 million of the Company’s consolidated revenues for the years ended December 31, 2020, and 2019, respectively. There were no single customers from the HFS – South segment for the years ended December 31, 2021 and 2020 that represented 10% or more of the Company’s consolidated revenues. Revenues from one customer of the Company’s HFS – South segment represented approximately $40.0 million of the Company’s consolidated revenues for the year ended December 31, 2019. Revenues from one customer in the TCPL Keystone segment represented approximately $41.9 million of the Company’s consolidated revenues for the year ended December 31, 2020. There were no transactions between reportable operating segments for the years ended December 31, 2021, 2020, and 2019, respectively. |
Organization and Nature of Op_2
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | |
Organization and Nature of Operations | Organization and Nature of Operations Target Hospitality Corp. (“Target Hospitality” and, together with its subsidiaries, the “Company”) was formed on March 15, 2019 and is one of North America’s largest providers of vertically integrated specialty rental and value-added hospitality services. The Company provides vertically integrated specialty rental and comprehensive hospitality services including: catering and food services, maintenance, housekeeping, grounds-keeping, security, health and recreation services, overall workforce community management, and laundry service. Target Hospitality serves clients in energy and natural resources and government sectors principally located in the West Texas, South Texas, Oklahoma and Midwest regions. The Company, whose securities are listed on the Nasdaq Capital Market, serves as the holding company for the businesses of Target Logistics Management, LLC and its subsidiaries (“Target or TLM”) and RL Signor Holdings, LLC and its subsidiaries (“Signor”). TDR Capital LLP (“TDR Capital” or “TDR”) owns approximately 64% of Target Hospitality and the remaining ownership is broken out among the founders of the Company’s legal predecessor, Platinum Eagle Acquisition Corp. (“Platinum Eagle” or “PEAC”), investors in Platinum Eagle’s private placement transaction completed substantially and concurrently with the Business Combination (as defined below) (the “PIPE”), and other public shareholders. Platinum Eagle was originally incorporated on July 12, 2017 as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. References in this Annual Report on Form 10-K to the Company refer to Target Hospitality for all periods at or after March 15, 2019 and Platinum Eagle for all periods prior to March 15, 2019, unless the context requires otherwise. On November 13, 2018, PEAC entered into: (i) the agreement and plan of merger, as amended on January 4, 2019 (the “Signor Merger Agreement”), by and among PEAC, Signor Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Platinum Eagle and sister company to the Holdco Acquiror (defined below as Topaz Holdings LLC) (“Signor Merger Sub”), Arrow Holdings S.a.r.l., a Luxembourg société à responsabilité limitée besloten vennootschap Target Parent, was formed by TDR in September 2017. Prior to the Business Combination, Target Parent was directly owned by Algeco Scotsman Global S.a.r.l. (“ASG”) which is ultimately owned by a group of investment funds managed and controlled by TDR. During 2018, ASG assigned all of its ownership interest in Target Parent to the Algeco Seller, an affiliate of ASG that is also ultimately owned by a group of investment funds managed and controlled by TDR. Target Parent acted as a holding company that included the U.S. corporate employees of ASG and certain of its affiliates and certain related administrative costs and was the owner of Target, its operating company. Target Parent received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. As discussed above, in connection with the closing of the Business Combination, Target Parent merged with and into Bidco, with Bidco as the surviving entity. Signor Parent owned 100% of Bidco until the closing of the Business Combination in connection with which Signor Parent merged with and into Topaz with Topaz being the surviving entity. Prior to the Business Combination, Signor Parent was owned by the Arrow Seller, which is ultimately owned by a group of investment funds managed and controlled by TDR. Signor Parent was formed in August 2018 and acted as a holding company for Bidco, which was formed in September 2018, also as a holding company. Bidco acquired Signor on September 7, 2018. Neither Signor Parent nor Bidco had operating activity, but each received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. Signor Parent was dissolved upon consummation of the Business Combination and merger with Topaz described above on March 15, 2019. |
Recent Developments - COVID-19 and Disruption to Global Demand | Recent Developments – CO VI D-19 and Disruption to Global Demand The global outbreak of COVID-19 and the declaration of a pandemic by the World Health Organization on March 11, 2020 presented new risks to the Company’s business. Prior to March 2020, the Company’s results of operations were largely in line with expectations and subsequent to March 2020, we began to experience a decline in revenues. The COVID-19 pandemic has not impacted the Company’s ability to operate nor has it materially disrupted the Company’s supply chain, disrupted service, or caused a shortage of critical products at our communities. However, the situation surrounding COVID-19 and the decrease in global economic demand had a material adverse impact on the Company’s operating results, as a result of which the Company implemented several cost containment measures primarily initiated in April of 2020, including salary reductions, reductions in workforce, furloughs, reduced discretionary spending and elimination of all non-essential travel. In addition to these measures, the Company temporarily closed and consolidated several communities in the HFS South segment and in May of 2020, the Company temporarily closed all communities in the HFS Midwest segment. The Company began re-opening communities in both the HFS South and Midwest segments in July of 2020 as customer activity levels began to increase. Additionally, the Company executed contract modifications with several customers resulting in extended terms and reduced minimum contract commitments in 2020. These modifications utilize multi-year contract extensions to maintain contract value and provide the Company with greater visibility on long-term revenue and cash flow. This mutually beneficial approach balances average daily rates with contract term and positions the Company to take advantage of a more balanced market. Overall, the Company has experienced a positive recovery from the lows of 2020 with consistent improvement in customer demand within the Hospitality and Facilities Services – South segment and significant growth in the Government segment. There have been significant changes to the global economic situation and to public securities markets as a result of COVID-19. Although vaccines have become available for COVID-19, surfacing of virus variants has added a degree of uncertainty to the continuing global impact of COVID-19, which could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. It is possible that these changes could cause changes to estimates as a result of the markets in which the Company operates, the price of the Company’s publicly traded equity and debt in comparison to the Company’s carrying value. Such changes to estimates could potentially result in impacts that would be material to the Company’s consolidated financial statements, particularly with respect to the fair value of the Company’s reporting units in relation to potential goodwill impairment, the fair value of long-lived and other intangible assets in relation to potential impairment and the allowance for doubtful accounts. Additionally, in connection with COVID-19, on March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). The CARES Act, among other things, includes provisions relating to the 80 percent limitation of net operating loss and modifications to the business interest deduction limitations. We evaluated how the provisions in the CARES Act would impact our consolidated financial statements and concluded that the CARES Act did not have a material impact on our provision for income taxes for the years ended December 31, 2021, 2020, and 2019, respectively |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Due to common ownership of Target Parent and Signor Parent by TDR as explained above, for periods prior to the Business Combination the financial statements were combined to include the consolidated accounts of both Target Parent and Signor Parent. All significant intercompany accounts and transactions have been eliminated. Prior to the Business Combination, TDR, the ultimate parent of Target Parent, owned 76% of Target Parent with the remaining 24% held through affiliated entities of TDR. TDR owned 100% of Signor Parent. TDR also has the majority ownership of the entity created from the closing of the Business Combination as discussed above. The financial statements prior to the Business Combination reflect Target Parent and Signor Parent’s historical financial position, results of operations and cash flows, in conformity with US GAAP. Such financial statements were prepared from the separate records maintained by Target Parent and Signor Parent and may not necessarily be indicative of the conditions that would have existed or the results of operations if Target Parent and Signor Parent had been operated as unaffiliated entities. Management believes the assumptions underlying the combined financial statements prior to the Business Combination, including the assumptions regarding the allocation of general corporate expenses, are reasonable. However, the allocations may not include all of the actual expenses that would have been incurred by Target Parent and Signor Parent and may not reflect its results of operations, financial position and cash flows had it been a standalone company during the periods presented. It is not practicable to estimate actual costs that would have been incurred had Target Parent and Signor Parent been a standalone company and operated as an unaffiliated entity during the periods presented. Actual costs that might have been incurred had Target Parent and Signor Parent been a standalone company would depend on a number of factors, including the organizational structure, what corporate functions Target Parent and Signor Parent might have performed directly or outsourced and strategic decisions Target Parent and Signor Parent might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions. Due to the Restructuring previously discussed, there are approximately $0, $0, and $0.4 million of additional expenses related to the activity of Target Parent included in the consolidated statements of comprehensive income (loss) for the years ended December 31, 2021, 2020, and 2019, respectively. Approximately $0, $0, and $0.2 million are reported in restructuring costs for the years ended December 31, 2021, 2020, and 2019, respectively. Approximately $0, $0 and $0.2 million of these expenses are reported in selling, general and administrative expenses for the years ended December 31, 2021, 2020, and 2019, respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. The Business Combination was accounted for as a reverse recapitalization in accordance with ASC 805. Although Platinum Eagle was the indirect acquirer of Target Parent and Signor Parent for legal purposes, Target Parent and Signor Parent were considered the acquirer for accounting and financial reporting purposes. As a result of Target Parent and Signor Parent being the accounting acquirer in the Business Combination, the financial reports filed with the SEC by the Company subsequent to the Business Combination are prepared “as if” Target Parent and Signor Parent are the accounting predecessor of the Company. The historical operations of Target Parent and Signor Parent are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Target Parent and Signor Parent prior to the Business Combination; (ii) the consolidated results of the Company, Target Parent and Signor Parent following the Business Combination on March 15, 2019; (iii) the assets and liabilities of Target Parent and Signor Parent at their historical cost; and (iv) the Company’s equity structure for all periods presented. The recapitalization of the number of shares of Common Stock attributable to the purchase of Target Parent and Signor Parent in connection with the Business Combination is reflected retroactively to the earliest period presented and will be utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction consistent with the treatment of the transaction as a reverse recapitalization of Target Parent and Signor Parent. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Included in restricted cash are irrevocable standby letters of credit that represent collateral for site improvements. This restriction was removed during 2020 and as such, the Company no longer has restricted cash. |
Receivables and Allowances for Doubtful Accounts | Receivables and Allowances for Doubtful Accounts Receivables primarily consist of amounts due from customers from the delivery of specialty rental services. The trade accounts receivable is recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is based upon the amount of losses expected to be incurred in the collection of these accounts. The estimated losses are based upon a review of outstanding receivables, including specific accounts and the related aging, and on historical collection experience. Specific accounts are written off against the allowance when management determines the account is uncollectible. Activity in the allowance for doubtful accounts was as follows: Years Ended December 31, 2021 2020 2019 Balances at Beginning of Year $ 2,977 $ 989 $ 39 Charges to bad debt expense 1,877 4,821 1,183 Recoveries (247) (820) (81) Write-offs (4,564) (2,013) (152) Balances at End of Year $ 43 $ 2,977 $ 989 Charges to bad debt expense, net of recoveries for the period are included within selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses of approximately $5.0 million and $4.6 million at December 31, 2021 and 2020, respectively, primarily consist of insurance, taxes, rent, deposits and permits. Prepaid insurance, taxes, rent, and permits are amortized over the related term of the respective agreements. Other assets of approximately $3.4 million and $2.6 million at December 31, 2021 and 2020, respectively, primarily consist of $1.8 million and $1.7 million of deposits as of December 31, 2021 and 2020, respectively, and $1.6 million and $0.9 million of hospitality inventory as of December 31, 2021 and 2020, respectively. Inventory, primarily consisting of food and beverages, is accounted for by the first-in, first-out method and is stated at the lower of cost and net realizable value. |
Concentrations of Credit Risk | Concentrations of Credit Risk In the normal course of business, the Company grants credit to its customers based on credit evaluations of their financial condition and generally requires no collateral or other security. Major customers are defined as those individually comprising more than 10.0% of the Company’s revenues or accounts receivable. F or the year ended December 31, 2021, the Company had two customers who accounted for 34.7% and 18.9% of revenues, respectively. The largest customers accounted for 15% and 10% of accounts receivable, respectively, while no other customer accounted for more than 10% of the accounts receivable balance as of December 31, 2021. For the year ended December 31, 2020, the Company had two customers representing 28.1% and 18.6% of total revenues, respectively. The largest customers accounted for 12.0% and 17.0% of accounts receivable, respectively, at December 31, 2020. For the year ended December 31, 2019, the Company had two customers representing 20.8% and 12.5% of total revenues, respectively. Major suppliers are defined as those individually comprising more than 10.0% of the annual goods purchased. For the year ended December 31, 2021, the Company had one major supplier representing 15.3% of goods purchased. For the year ended December 31, 2020 the Company had three major suppliers, representing 16.2% , 10.3% , and 10.2% of goods purchased, respectively. For the year ended December 31, 2019, the Company had one major supplier representing 12.3% of goods purchased. The Company provides services almost entirely to customers in the governmental and natural resource industries and as such, are almost entirely dependent upon the continued activity of such customers. |
Interest Capitalization | Interest Capitalization Interest costs for the construction of certain long-term assets are capitalized by applying the weighted average interest rate applicable to the borrowings of the Company to the average amount of accumulated expenditures outstanding during the construction period. Such capitalized interest costs are depreciated over the related assets’ estimated useful lives. |
Specialty Rental Assets | Specialty Rental Assets Specialty rental assets (units, site work and furniture and fixtures comprising lodges) are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Costs of improvements and betterments to units are capitalized when such costs extend the useful life of the unit or increase the rental value of the unit. Costs incurred for units to meet a particular customer specification are capitalized and depreciated over the lease term. Maintenance and repair costs are expensed as incurred. Depreciation is generally computed using the straight-line method over estimated useful lives and considering the residual value of those assets. The estimated useful life of modular units is 15 years. The estimated useful life of site work (above ground and below ground infrastructure) is 5 years. The estimated useful life of furniture and fixtures is 7 years. Assets leased under capital leases are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Depreciation methods, useful lives and residual values are adjusted prospectively, if a revision is determined to be appropriate. |
Other Property, Plant, and Equipment | Other Property, Plant, and Equipment Other property, plant, and equipment is stated at cost, net of accumulated depreciation and impairment losses. Assets leased under capital leases are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Land is not depreciated. Maintenance and repair costs are expensed as incurred. Depreciation is generally computed using the straight-line method over estimated useful lives, as follows: Buildings 5-15 years Machinery and office equipment 3-5 years Furniture and fixtures 7 years Software 3 years Depreciation methods, useful lives and residual values are reviewed and adjusted prospectively, if appropriate. |
Business Combinations | Business Combinations Except as it relates to common control transactions as described in Note 1, business combinations are accounted for using the acquisition method. Consideration transferred for acquisitions is measured at fair value at the acquisition date and includes assets transferred, liabilities assumed and equity issued. Acquisition costs incurred are expensed and included in selling, general and administrative expenses. When the Company acquires a business, the financial assets and liabilities assumed are assessed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. Any contingent consideration transferred by the acquirer is recognized at fair value at the acquisition date. Any subsequent changes to the fair value of contingent consideration are recognized in profit or loss. If the contingent consideration is classified as equity, it is not re-measured and subsequent settlement is accounted for within equity. |
Goodwill | Goodwill The Company evaluates goodwill for impairment at least annually at the reporting unit level. A reporting unit is the operating segment, or one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s reporting units that are expected to benefit from the combination. The Company evaluates changes in its reporting structure to assess whether that change impacts the composition of one or more of its reporting units. If the composition of the Company’s reporting units’ changes, goodwill is reassigned between reporting units using the relative fair value allocation approach. The Company performs the annual impairment test of goodwill at October 1. In addition, the Company performs impairment tests during any reporting period in which events or changes in circumstances indicate that impairment may have occurred. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, the Company then performs a quantitative impairment test. Otherwise, the quantitative impairment test is not required. Under the quantitative impairment test, the Company would compare the estimated fair value of each reporting unit to its carrying value. In assessing the fair value of the reporting units, the Company considers the market approach, the income approach, or a combination of both. Under the market approach, the fair value of the reporting unit is based on quoted market prices of companies comparable to the reporting unit being valued. Under the income approach, the fair value of the reporting unit is based on the present value of estimated cash flows. The income approach is dependent on several significant management assumptions, including estimated future revenue growth rates, gross margin on sales, operating margins, capital expenditures, tax rates and discount rates. If the carrying amount of the reporting unit exceeds the calculated fair value, a loss on impairment is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers the income tax effect from any tax-deductible goodwill on the carrying amount of the reporting unit, if applicable, when measuring the goodwill impairment charge. |
Intangible Assets Other Than Goodwill | Intangible Assets Other Than Goodwill Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized, but are tested for impairment at least annually. The Company’s indefinite-lived intangible assets consist of trade names. The Company calculates fair value by comparing a relief-from-royalty method to the carrying amount of the indefinite-lived intangible asset. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. A loss on impairment would be recorded to the extent the carrying value of the indefinite-lived intangible asset exceeds the fair value. Other intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any. Subsequent expenditures for intangible assets are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets. The Company has customer relationship assets with lives ranging from 5 to 9 years. Amortization of intangible assets is included in other depreciation and amortization on the consolidated statements of comprehensive income (loss). |
Impairment of Long-Lived and Amortizable Intangible Assets | Impairment of Long-Lived and Amortizable Intangible Assets Fixed assets including rental equipment and other property, plant and equipment and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted cash flows, without interest charges, expected to be generated by the asset group. If future undiscounted cash flows, without interest charges, exceed the carrying amount of an asset, no impairment is recognized. If management determines that the carrying value cannot be recovered based on estimated future undiscounted cash flows, without interest charges, over the shorter of the asset’s estimated useful life or the expected holding period, an impairment loss would be recorded based on the estimated fair value of the asset. |
Assets Held for Sale | Assets Held for Sale Management considers an asset to be held for sale when management approves and commits to a formal plan to actively market the asset for sale and it is probable that the sale will be completed within twelve months. A sale may be considered probable when a signed sales contract and significant non-refundable deposit or contract break-up fee exist. Upon designation as held for sale, management records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and management stops recording depreciation expense. As of December 31, 2021, no assets were considered held for sale. |
Deferred Financing Costs Revolver, net | Deferred Financing Costs Revolver, net Deferred financing costs revolver are associated with the issuance of the ABL revolver facility and the Algeco ABL facility (“Algeco ABL Facility”) discussed in Note 11. Such costs are amortized over the contractual term of the line-of-credit through initial maturity using the straight-line method. Amortization expense of deferred financing costs revolver is included in interest expense, net in the consolidated statement of comprehensive income (loss). |
Term Loan Deferred Financing Costs | Term Loan Deferred Financing Costs Term loan deferred financing costs are associated with the issuance of the 2024 Senior Secured Notes discussed in Note 11. The Company presents unamortized deferred financing costs as a direct deduction from the principal amount of the 2024 Senior Secured Notes on the consolidated balance sheets. Such costs are deferred and amortized over the term of the debt based on the effective interest rate method. |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets primarily consist of capitalized software implementation costs for the implementation of cloud computing systems primarily during 2020 and 2019. The Company capitalizes expenditures related to the implementation of cloud computing software as incurred during the application development stage. Such capitalized costs are amortized to selling, general, and administrative expenses over the term of the cloud computing hosting arrangement, including reasonably certain renewals, beginning when the module or component of the hosting arrangement is ready for its intended use. |
Original Issuance Discounts | Original Issuance Discounts Debt original discounts are associated with the issuance of the 2024 Senior Secured Notes discussed in Note 11 and are recorded as direct deductions to the principal amount of the 2024 Senior Secured Notes on the consolidated balance sheets. Debt discounts are deferred and amortized over the term of the debt based on the effective interest rate method. |
Asset Retirement Obligations | Asset Retirement Obligations The Company recognizes asset retirement obligations (AROs) related to legal obligations associated with the operation of the Company’s specialty rental assets. The fair values of these AROs are recorded on a discounted basis, at the time the obligation is incurred and accreted over time for the change in present value over the expected timing of settlement. Changes in the expecting timing or amount of settlement are recognized in the period of change as an increase or decrease in the carrying amount of the ARO and related asset retirement costs with decreases in excess of the carrying value of the related asset retirement cost being recognized in the consolidated statement of comprehensive income (loss). The Company capitalizes asset retirement costs by increasing the carrying amount of the related long-lived assets and depreciating these costs over the remaining useful life. The carrying amount of AROs included in the consolidated balance sheets were $2.1 million and $2.3 million as of December 31, 2021 and 2020, respectively, which represents the present value of the estimated future cost of these AROs of approximately $2.7 million. Accretion expense of approximately ($0.2) million, ($0.4) million and $0.2 million was recognized in specialty rental costs in the accompanying consolidated statements of comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019, respectively. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation The Company’s reporting currency is the US Dollar (USD). Exchange rate adjustments resulting from foreign currency transactions are recognized in profit or loss, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive loss, a component of equity. The assets and liabilities of subsidiaries whose functional currency is different from the USD are translated into USD at exchange rates at the reporting date and revenue and expenses are translated using average exchange rates for the respective period. Foreign exchange gains and losses arising from a receivable or payable to a consolidated Company entity, the settlement of which is neither planned nor anticipated in the foreseeable future, are considered to form part of a net investment in the Company entity and are included within accumulated other comprehensive loss. |
Revenue Recognition | Revenue Recognition The Company derives revenue from specialty rental and hospitality services, specifically lodging and related ancillary services. Revenue is recognized in the period in which lodging and services are provided pursuant to the terms of contractual relationships with the customers. Certain arrangements contain a lease of lodging facilities to customers. The leases are accounted for as an operating lease under the authoritative guidance for leases and are recognized as income using the straight-line method over the term of the lease agreement. Because performance obligations related to specialty rental and hospitality services are satisfied over time, the majority of our revenue is recognized on a daily basis, for each night a customer stays, at a contractual day rate. Our customers typically contract for accommodation services under committed contracts with terms that most often range from several months to three years . Our payment terms vary by type and location of our customer and the service offered. The time between invoicing and when payment is due is not significant. When lodging and services are billed and collected in advance, recognition of revenue is deferred until services are rendered. Certain of the Company’s contractual arrangements allow customers the ability to use paid but unused lodging and services for a specified period. The Company recognizes revenue for these paid but unused lodging and services as they are consumed, as it becomes probable the lodging and services will not be used, or upon expiration of the specified term. Cost of services includes labor, food, utilities, supplies, rent and other direct costs associated with operating the lodging units. Cost of rental includes leasing costs and other direct costs of maintaining the lodging units. Costs associated with contracts includes sales commissions which are expensed as incurred and reflected in selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). The Company recognizes revenue associated with community construction using the percentage of completion method with progress towards completion measured using the cost-to-cost method as the basis to recognize revenue. Management believes this cost-to-cost method is the most appropriate measure of progress to the satisfaction of a performance obligation on the community construction. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents. Revenues associated with community construction using the percentage of completion method are reflected as construction fee income in the consolidated statements of comprehensive income (loss). Additionally, the Company collects sales, use, occupancy and similar taxes, which the Company presents on a net basis (excluded from revenues) in the consolidated statements of comprehensive income (loss). |
Fair Value Measurements | Fair Value Measurements A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The inputs are prioritized into three levels that may be used to measure fair value: Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable. Level 2: Inputs that reflect quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date. |
Income Taxes | Income Taxes The Company’s operations are subject to U.S. federal, state and local, and foreign income taxes. The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized. When a valuation allowance is established or there is an increase in an allowance in a reporting period, tax expense is generally recorded in the Company’s consolidated statements of comprehensive income (loss). In accordance with applicable authoritative guidance, the Company accounts for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-not recognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company classifies interest and penalties related to uncertain tax positions within income tax expense. |
Warrant Liabilities | Warrant Liabilities W e evaluated under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the provisions in the Private Warrant agreement provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such a provision would preclude the warrant from being classified in equity. Since the Private Warrants meet the definition of a derivative under ASC 815, we recorded these Private Warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of comprehensive income (loss) at each reporting date. The fair value adjustments were determined by using a Black-Scholes option-pricing model based on inputs less observable in the marketplace as described in Note 15 . The Private Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting related to changes in the fair value of the Private Warrants recognized. |
Stock-Based Compensation | Stock-Based Compensation The Company sponsors an equity incentive plan (the “Plan”) in which certain employees and non-employee directors participate. The Plan is administered by the compensation committee of the board of directors of the Company (the “Compensation Committee”). The Company measures the cost of services received in exchange for an award of equity instruments (typically restricted stock unit awards (“RSUs”) and stock options) based on the grant-date fair value of the awards issued under the Plan that are equity classified. Liability classified RSUs are valued based on the fair value of the stock at each reporting period until the date of settlement with changes in fair value recognized as increases or decreases in stock-based compensation expense in the accompanying consolidated statements of comprehensive income (loss) each reporting period over the period during which an employee or non-employee director is required to provide service in exchange for the awards, usually the vesting period. The fair value of the stock options is calculated using the Black-Scholes option-pricing model while the fair value of the RSUs is calculated based on the Company’s share price on the grant-date or the 10-day volume-weighted average price of the Common Stock prior to and including the grant date. The resulting compensation expense is recognized over the period during which an employee or non-employee director is required to provide service in exchange for the awards, usually the vesting period. Similarly, for time-based awards subject to graded vesting, compensation expense is recognized on a straight-line basis over the service period. Forfeitures are accounted for as they occur. The Plan also includes Stock Appreciation Rights awards (“SARs”) issued to certain of the Company’s executive officers and other employees. Each SAR represents a contingent right to receive, upon vesting, payment in cash or the Company’s Common Stock, as determined by the compensation committee, in an amount equal to the difference between (a) the fair market value of a Common Share on the date of exercise, over (b) the grant date price. Under the authoritative guidance for stock-based compensation, these SARs are considered liability-based awards that are included in other non-current liabilities in the consolidated balance sheets at fair value and are remeasured at fair value each reporting period until the date of settlement using the Black-Scholes option pricing model. Changes in the estimated fair value of the SARs along with the resulting cost is recognized as increases or decreases in stock-based compensation expense in the accompanying consolidated statements of comprehensive income (loss) each reporting period over the period during which an employee is required to provide service in exchange for the SARs, usually the vesting period. Forfeitures are accounted for as they occur. Refer to Note 21 for further details of activity related to the Plan. |
Treasury Stock | Treasury Stock Treasury stock is reflected as a reduction of stockholders’ equity at cost. We use the weighted average purchase price to determine the cost of treasury stock that is reissued, if any. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards and Disclosure Guidance The Company meets the definition of an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In reliance on exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002) is required to comply with such standards. As such, compliance dates included below pertain to non-issuers, and as permitted, early adoption dates are indicated. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (ASC 840) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses ASU 2016-13 or Topic 326 have yet to occur. ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses Disclosure guidance adopted in 2021 Amendments to Management's Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information. |
Organization and Nature of Op_3
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | |
Activity in the allowance for doubtful accounts | Years Ended December 31, 2021 2020 2019 Balances at Beginning of Year $ 2,977 $ 989 $ 39 Charges to bad debt expense 1,877 4,821 1,183 Recoveries (247) (820) (81) Write-offs (4,564) (2,013) (152) Balances at End of Year $ 43 $ 2,977 $ 989 |
Summary of estimated useful lives | Buildings 5-15 years Machinery and office equipment 3-5 years Furniture and fixtures 7 years Software 3 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Summary of disaggregation of revenue by reportable segments as well as the all other category | For the Years Ended December 31, 2021 2020 2019 Hospitality & Facilities Services – South Services income $ 108,183 $ 98,888 $ 193,852 Construction fee income - - 2,705 Total Hospitality & Facilities Services – South revenues 108,183 98,888 196,557 Hospitality & Facilities Services – Midwest Services income $ 4,150 $ 6,605 $ 20,621 Total Hospitality & Facilities Services – Midwest revenues 4,150 6,605 20,621 Government Services income $ 88,115 $ 23,538 $ 25,071 Total Government revenues 88,115 23,538 25,071 TCPL Keystone Services income $ 989 $ 2,153 $ - Construction fee income 11,294 39,758 15,744 Total TCPL Keystone revenues 12,283 41,911 15,744 All Other Services income $ 1,696 $ 1,247 $ 3,273 Construction fee income - - 4 Total All Other revenues 1,696 1,247 3,277 Total revenues $ 214,427 $ 172,189 $ 261,270 |
Summary of contract liabilities | For the Years Ended December 31, 2021 2020 2019 Balances at Beginning of Year $ 18,371 $ 26,199 $ 37,376 Additions to deferred revenue 127,391 12,907 8,652 Revenue recognized (111,351) (20,735) (19,829) Balances at End of Year $ 34,411 $ 18,371 $ 26,199 |
Summary of revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed | As of December 31, 2021, for contracts greater than one year, the following table discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue, and only represents revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed (in thousands): For the Years Ended December 31, 2022 2023 2024 2025 2026 Total Revenue expected to be recognized as of December 31, 2021 $ 62,928 $ 22,467 $ 18,796 $ 18,699 $ 13,987 $ 136,877 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination | |
Schedule of reconciliation of cash flows and net proceeds to the Sellers | Recapitalization Cash – Platinum Eagle’s Trust (net of redemptions) $ 146,137 Cash – PIPE 80,000 Gross cash received by Target Hospitality from Business Combination 226,137 Less: fees to underwriters (7,385) Net cash received from Recapitalization 218,752 Plus: non-cash contribution – forgiveness of related party loan 104,285 Less: non-cash net liabilities assumed from PEAC (8,840) Less: warrant liabilities (8,800) Plus: fees to underwriters allocated to warrant liabilities 184 Net contributions from Recapitalization Transaction $ 305,581 Contributions from Affiliate Transaction bonus amounts $ 28,519 Payment of historical Algeco ABL Facility 9,904 Payment of affiliate amounts 684 Total contributions $ 39,107 Cash paid to Algeco Seller $ 563,134 |
Schedule of common stock issued immediately consummation of business combination | Shares by Type Number of shares by type as of March 15, 2019 Platinum Eagle Class A Shares outstanding prior to the Business Combination 32,500,000 Less: Redemption of Platinum Eagle Class A Shares (18,178,394) Class A Shares of Platinum Eagle 14,321,606 Founder Shares 8,050,000 Former Platinum Eagle Director Shares 75,000 Shares issued to PIPE investors 8,000,000 Shares issued to PEAC and PIPE investors 30,446,606 Shares issued to the Sellers 74,786,327 Total Outstanding Shares of Common Stock issued and outstanding 105,232,933 Less: Founders Shares in escrow (5,015,898) Total Shares of Common Stock outstanding for earnings per share computation (See Note 19) 100,217,035 |
Acquisitions (Tables)
Acquisitions (Tables) - Superior | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of preliminary allocation of total purchase price | Property and equipment $ 18,342 Customer relationships 4,800 Goodwill 6,858 Total assets acquired $ 30,000 |
Schedule of unaudited pro forma information | Period Revenue Income before taxes 2019 pro forma from January 1, 2019 to December 31, 2019 $ 325,845 $ 15,188 |
Specialty Rental Assets, Net (T
Specialty Rental Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Specialty Rental Assets, Net | |
Schedule of Specialty rental assets | December 31, December 31, 2021 2020 Specialty rental assets $ 582,527 $ 547,375 Construction-in-process 3,557 5,828 Less: accumulated depreciation (294,292) (241,716) Specialty rental assets, net $ 291,792 $ 311,487 |
Other Property, Plant and Equ_2
Other Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Property, Plant and Equipment, Net | |
Schedule of other property, plant and equipment, net | December 31, December 31, 2021 2020 Land $ 9,163 $ 9,163 Buildings and leasehold improvements 191 115 Machinery and office equipment 1,300 1,072 Other 5,347 3,752 16,001 14,102 Less: accumulated depreciation (4,749) (3,083) Total other property, plant and equipment, net $ 11,252 $ 11,019 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Other Intangible Assets, net | |
Schedule of changes in carrying amount of goodwill | HFS – South Balance at December 31, 2019 $ 41,038 Changes in Goodwill - Balance at December 31, 2020 41,038 Changes in Goodwill - Balance at December 31, 2021 $ 41,038 |
Schedule of intangible assets other than goodwill | Intangible assets other than goodwill at the dates indicated below consisted of the following: December 31, 2021 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 5.6 $ 128,907 $ (56,822) $ 72,085 Total 128,907 (56,822) 72,085 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (56,822) $ 88,485 December 31, 2020 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 6.4 $ 128,907 $ (42,186) $ 86,721 Total 128,907 (42,186) 86,721 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (42,186) $ 103,121 |
Schedule of estimated aggregate amortization expense | 2022 $ 13,302 2023 12,881 2024 12,881 2025 12,881 2026 12,285 Thereafter 7,855 Total $ 72,085 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-Current Assets | |
Schedule of other non-current assets | December 31, December 31, 2021 2020 Cloud computing implementation costs $ 7,198 $ 7,094 Less: accumulated amortization (3,844) (1,685) Other non-current assets $ 3,354 $ 5,409 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities | |
Schedule of accrued liabilities | December 31, December 31, 2021 2020 Employee accrued compensation expense $ 12,473 $ 6,177 Other accrued liabilities 11,033 8,873 Accrued interest on debt 9,620 9,649 Total accrued liabilities $ 33,126 $ 24,699 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Summary of carrying value of debt outstanding | December 31, December 31, 2021 2020 Capital lease and other financing obligations $ 1,425 $ 3,840 ABL facility — 48,000 9.50% Senior Secured Notes due 2024, face amount 340,000 340,000 Less: unamortized original issue discount (1,681) (2,319) Less: unamortized term loan deferred financing costs (8,107) (11,182) Total debt, net 331,637 378,339 Less: current maturities (729) (3,571) Total long-term debt $ 330,908 $ 374,768 |
Components of interest expense | For the Years Ended December 31, 2021 2020 2019 Interest expense incurred on Notes Due to Affiliates (Note 13) $ — $ — $ 1,955 Interest expense incurred on ABL facilities and Notes 33,670 35,396 28,608 Amortization of deferred financing costs on ABL facilities and Notes 4,338 3,950 3,204 Amortization of original issue discount on Notes 638 557 425 Interest incurred on capital lease and other financing obligations 58 131 — Interest capitalized — — (791) Interest expense, net $ 38,704 $ 40,034 $ 33,401 |
Schedule of future maturities | 2022 $ 729 2023 503 2024 340,193 Total $ 341,425 |
Senior Secured Notes 2024 | |
Debt | |
Summary of carrying value of debt outstanding | Principal Unamortized Original Issue Discount Unamortized Deferred Financing Costs 9.50% Senior Secured Notes, due 2024 $ 340,000 $ 1,681 $ 8,107 |
Schedule of debt redemption | Redemption Year Price 2022 102.375% 2023 and thereafter 100.000% |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liabilities | |
Schedule of warrant liabilities | December 31, December 31, 2021 2020 Warrant liabilities $ 1,600 $ 533 Total $ 1,600 $ 533 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of the provision for income taxes | 2021 2020 2019 Domestic Current $ 1,365 $ 296 $ 1,615 Deferred 469 (8,751) 5,992 Foreign Current 70 — — Deferred — — — Total income tax expense (benefit) $ 1,904 $ (8,455) $ 7,607 |
Schedule of Income tax results differed from the amount computed by applying the U.S. statutory income tax rate to income before income taxes | 2021 2020 2019 Statutory income tax expense (benefit) $ (561) $ (7,053) $ 4,112 State tax expense 1,120 (450) 1,816 Effect of tax rates in foreign jurisdictions 30 (17) (37) Change in fair value of warrant liabilities 224 (494) (1,209) Transaction costs — (899) 2,387 Stewardship expense — — 35 Valuation allowances 452 (279) 226 Compensation 500 201 92 Other 139 536 185 Reported income tax expense (benefit) $ 1,904 $ (8,455) $ 7,607 |
Schedule of components of the Companies deferred tax assets and liabilities | 2021 2020 Deferred tax assets Deferred compensation $ — $ 20 Deferred revenue 7,779 4,169 Intangible assets 9,640 9,668 Tax loss carryforwards 34,303 33,279 Other - net 1,584 1,525 Deferred tax assets gross 53,306 48,661 Valuation allowance (4,176) (3,577) Net deferred income tax asset 49,130 45,084 Deferred tax liabilities Rental equipment and other plant, property and equipment (33,709) (28,718) Software (711) (1,187) Deferred tax liability (34,420) (29,905) Net deferred income tax asset $ 14,710 $ 15,179 |
Schedule of valuation allowance | Valuation 2021 Expiration Allowance United States $ 147,682 $2,300 expire in 2038. Remaining do not expire. — % Canada 4,809 2023-2042 100 % Mexico 498 2024-2032 100 % Total $ 152,989 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments | |
Summary of carrying amounts and fair values of financial assets and liabilities | December 31, 2021 December 31, 2020 Financial Assets (Liabilities) Not Measured at Fair Value Carrying Amount Fair Value Carrying Amount Fair Value ABL facility (See Note 11) - Level 2 $ — $ — $ (48,000) $ (48,000) Senior Secured Notes (See Note 11) - Level 1 $ (330,212) $ (348,075) $ (326,499) $ (300,900) |
Summary of inputs used to calculate the fair value of the warrant liabilities | December 31, December 31, 2021 2020 Exercise Price $ 11.50 $ 11.50 Stock Price $ 3.56 $ 1.58 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 2.20 3.20 Risk-Free Interest Rate % 0.78 % 0.19 Expected Volatility % 64.00 % 68.00 Per Share Value of Warrants $ 0.30 $ 0.10 |
Schedule of changes in Level 3 liabilities measured at fair value | The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020: Private Placement Warrants Balance at December 31, 2019 $ 2,880 Change in fair value of warrant liabilities (2,347) Balance at December 31, 2020 $ 533 The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2021: Private Placement Warrants Balance at December 31, 2020 $ 533 Change in fair value of warrant liabilities 1,067 Balance at December 31, 2021 $ 1,600 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Schedule of Future minimum lease payments | Future minimum lease payments over the next five years and thereafter at December 31, 2021, by year and in the aggregate, under non-cancelable operating leases are as follows: 2022 $ 5,003 2023 4,514 2024 4,118 2025 3,593 2026 2,874 Thereafter 376 Total $ 20,478 |
Rental Income (Tables)
Rental Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Rental Income | |
Scheduled future minimum lease payments to be received by the Companies | 2022 $ 50,422 2023 37,768 2024 34,392 2025 34,300 2026 25,657 Total $ 182,539 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) per Share | |
Schedule of reconciliation of net loss and weighted-average shares of common stock outstanding | For the Years Ended December 31, December 31, December 31, 2021 2020 2019 Numerator Net income (loss) attributable to Common Stockholders $ (4,576) $ (25,131) $ 11,972 Denominator Weighted average shares outstanding - basic and diluted 96,611,022 96,018,338 94,501,789 Net income (loss) per share - basic and diluted $ (0.05) $ (0.26) $ 0.13 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Schedule of changes in restricted stock units | Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2020 1,124,762 $ 4.21 Granted 1,531,787 2.10 Vested (769,454) 2.96 Forfeited (24,505) 3.34 Balance at December 31, 2021 1,862,590 $ 3.00 |
Schedule of changes in stock options | Options Weighted Average Exercise Price Per Share Weighted Average Contractual Life (Years) Intrinsic Value Outstanding Options at December 31, 2020 1,643,135 $ 6.11 8.95 $ - Granted - - - - Forfeited - - - - Vested and expired - - - - Outstanding Options at December 31, 2021 1,643,135 $ 6.11 7.95 $ - |
Schedule of assumptions using Black-scholes option-pricing model | Assumptions Weighted average expected stock volatility (range) % 25.94 - 30.90 Expected dividend yield % 0.00 Expected term (years) 6.25 Risk-free interest rate (range) % 0.82 - 2.26 Exercise price (range) $ 4.51 - 10.83 |
Stock appreciation right awards | Number of Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding SARs at December 31, 2020 - $ - - Granted 1,578,537 1.82 9.17 Outstanding SARs at December 31, 2021 1,578,537 $ 1.82 9.17 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Segments | |
Schedule of Segment Reporting Information | 2021 HFS – South HFS – Midwest Government TCPL Keystone All Other Total Revenue $ 116,958 $ 4,150 $ 156,250 $ 12,283 $ 1,696 (a) $ 291,337 Adjusted gross profit $ 52,344 $ (711) $ 94,801 $ 9,161 $ (636) $ 154,959 Capital expenditures $ 8,575 $ 174 $ 27,525 $ - $ 57 Total Assets $ 206,774 $ 43,504 $ 87,308 $ 3,007 $ 2,412 $ 343,005 2020 HFS – South HFS – Midwest Government TCPL Keystone All Other Total Revenue $ 112,126 $ 6,605 $ 63,259 $ 41,911 $ 1,247 (a) $ 225,148 Adjusted gross profit $ 51,518 $ 161 $ 47,523 $ 8,617 $ (699) $ 107,120 Capital expenditures $ 8,160 $ 67 $ 24 $ 164 $ 656 Total Assets $ 277,839 $ 51,782 $ 27,149 $ 3,543 $ 3,231 $ 363,544 2019 HFS – South HFS – Midwest Government TCPL Keystone All Other Total Revenue $ 214,464 $ 20,620 $ 66,972 $ 15,744 $ 3,296 (a) $ 321,096 Adjusted gross profit $ 128,424 $ 8,511 $ 49,203 $ 3,060 $ 1,236 $ 190,434 Capital expenditures $ 82,031 $ 190 $ 305 $ 3,379 $ - (a) Revenues from segments below the quantitative thresholds are attributable to three operating segments of the Company and are reported in the “All Other” category previously described. |
Schedule of reconciliation of total segment adjusted gross profit | December 31, 2021 December 31, 2020 December 31, 2019 Total reportable segment adjusted gross profit $ 155,595 $ 107,819 $ 189,198 Other adjusted gross profit (636) (699) 1,236 Depreciation and amortization (70,519) (65,614) (58,902) Selling, general, and administrative expenses (46,461) (38,128) (76,648) Restructuring costs - - (168) Other income (expense), net (880) 723 (6,872) Currency (gains) losses, net - - 123 Loss on extinguishment of debt - - (907) Interest (expense), net (38,704) (40,034) (33,401) Change in fair value of warrant liabilities (1,067) 2,347 5,920 Consolidated income (loss) before income taxes $ (2,672) $ (33,586) $ 19,579 |
Schedule of reconciliation of total segment assets to total combined assets | 2021 2020 Total reportable segment assets $ 340,593 $ 360,313 Other assets 3,489 3,231 Other unallocated amounts 169,310 170,693 Total Assets $ 513,392 $ 534,237 |
Schedule of unallocated assets consist of the following as reported in the combined balance sheets | December 31, December 31, 2021 2020 Total current assets $ 60,536 $ 43,562 Other intangible assets, net 88,485 103,121 Deferred tax asset 14,710 15,179 Deferred financing costs revolver, net 2,159 3,422 Other non-current assets 3,420 5,409 Total other unallocated amounts of assets $ 169,310 $ 170,693 |
Organization and Nature of Op_4
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Net loss | $ (4,576) | $ (25,131) | $ 11,972 | |
Additional expenses | 0 | 0 | 400 | |
Restructuring Charges | 0 | 0 | 168 | |
Selling, general and administrative expenses, Target Parent | $ 0 | 0 | 200 | |
Algeco and Arrow | ||||
Purchase price | $ 1,311,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
TDR Capital | Target Hospitality | ||||
Ownership interest in an affiliate | 64.00% | |||
TDR Capital | Target Parent. | ||||
Percentage owned | 76.00% | |||
Percentage of affiliate entities | 24.00% | |||
TDR Capital | Signor Parent | ||||
Percentage owned | 100.00% | |||
Signor | Bidco | ||||
Ownership percentage | 100.00% | |||
Target Parent. | ||||
Restructuring Charges | $ 0 | $ 0 | $ 200 |
Organization and Nature of Op_5
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Receivables and Allowances for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables and Allowances for Doubtful Accounts | |||
Balances at Beginning of Year | $ 2,977 | $ 989 | $ 39 |
Net charges to bad debt expense | 1,877 | 4,821 | 1,183 |
Recoveries | (247) | (820) | (81) |
Write-offs | (4,564) | (2,013) | (152) |
Balances at End of Year | $ 43 | $ 2,977 | $ 989 |
Organization and Nature of Op_6
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Prepaid Expenses and Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Assets | ||
Prepaid expenses | $ 5 | $ 4.6 |
Other assets | 3.4 | 2.6 |
Deposits | 1.8 | 1.7 |
Hospitality inventory | $ 1.6 | $ 0.9 |
Organization and Nature of Op_7
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)customer | Dec. 31, 2020customer | Dec. 31, 2019USD ($)customer | |
Concentration Risk [Line Items] | |||
Capitalized interest | $ | $ 791,000 | ||
Accounts receivable | |||
Concentration Risk [Line Items] | |||
Number of customers | 0 | ||
Customer concentration risk | Revenues | |||
Concentration Risk [Line Items] | |||
Number of customers | 2 | 2 | 2 |
Customer concentration risk | Customer One [Member] | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 34.70% | 28.10% | 20.80% |
Customer concentration risk | Customer One [Member] | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Customer concentration risk | Customer Two [Member] | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 18.90% | 18.60% | 12.50% |
Customer concentration risk | Customer Two [Member] | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 17.00% | |
Credit concentration risk | Customer One [Member] | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Supplier concentration risk | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Number of customers | 3 | 1 | |
Number of suppliers | $ | $ 1 | ||
Supplier concentration risk | Customer One [Member] | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.30% | 16.20% | 12.30% |
Supplier concentration risk | Customer Two [Member] | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.30% | ||
Supplier concentration risk | Customer Three[Member] | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.20% |
Organization and Nature of Op_8
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Specialty Rental Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property Plant and Equipment Useful Life | 7 years |
Modular Units [Member] | |
Property Plant and Equipment Useful Life | 15 years |
Site Work [Member] | |
Property Plant and Equipment Useful Life | 5 years |
Organization and Nature of Op_9
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Other Property, Plant, and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum | Machinery and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Maximum | Machinery and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Organization and Nature of O_10
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Intangible Assets Other Than Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Asset Impairment Charges | $ 0 |
Minimum | Customer relationships | |
Useful life of intangible asset | 5 years |
Maximum | Customer relationships | |
Useful life of intangible asset | 9 years |
Organization and Nature of O_11
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Assets Held for Sale (Details) $ in Millions | Dec. 31, 2021USD ($) |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | |
Assets held for sale | $ 0 |
Organization and Nature of O_12
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Retirement Obligations | |||
Asset retirement obligations | $ 2,079 | $ 2,284 | |
Estimated asset retirement obligations | 2,700 | ||
Accretion of asset retirement obligation | $ 204 | $ 389 | |
Accretion expense | $ 215 | ||
Specialty rental costs | |||
Asset Retirement Obligations | |||
Accretion expense | $ 200 |
Organization and Nature of O_13
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Maximum | |
Contract for accommodation services under take-or-pay contracts term | 3 years |
Revenue (Details)
Revenue (Details) - USD ($) | Jul. 27, 2021 | Jul. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | |||||
Revenue, Topic 606 | $ 214,427,000 | $ 172,189,000 | $ 261,270,000 | ||
Deferred revenue | 0 | ||||
Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue, Topic 606 | 203,134,000 | 132,430,000 | 242,817,000 | ||
Specialty rental | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue Not from Contract with Customer | $ 76,909,000 | $ 52,960,000 | $ 59,826,000 | ||
Termination And Settlement Agreement [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Gain (Loss) on Contract Termination | $ 5,000,000 | $ 4,900,000 |
Revenue - Disaggregation Revenu
Revenue - Disaggregation Revenue (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of Reportable Segments | segment | 4 | ||
Total Revenue | $ 214,427 | $ 172,189 | $ 261,270 |
Hospitality And Facilities Services South [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 108,183 | 98,888 | 196,557 |
Hospitality And Facilities Services Midwest [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 4,150 | 6,605 | 20,621 |
Government | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 88,115 | 23,538 | 25,071 |
TCPL Keystone | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 12,283 | 41,911 | 15,744 |
All Other | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 1,696 | 1,247 | 3,277 |
Services | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 203,134 | 132,430 | 242,817 |
Services | Hospitality And Facilities Services South [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 108,183 | 98,888 | 193,852 |
Services | Hospitality And Facilities Services Midwest [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 4,150 | 6,605 | 20,621 |
Services | Government | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 88,115 | 23,538 | 25,071 |
Services | TCPL Keystone | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 989 | 2,153 | |
Services | All Other | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 1,696 | 1,247 | 3,273 |
Construction fee | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 11,294 | 39,758 | 18,453 |
Construction fee | Hospitality And Facilities Services South [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 2,705 | ||
Construction fee | TCPL Keystone | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 11,294 | $ 39,758 | 15,744 |
Construction fee | All Other | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 4 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in Contract with Customer, Liability [Abstract] | |||
Balances at Beginning of Year | $ 18,371 | $ 26,199 | $ 37,376 |
Additions to deferred revenue | 127,391 | 12,907 | 8,652 |
Revenue recognized | (111,351) | (20,735) | (19,829) |
Balances at End of Year | $ 34,411 | $ 18,371 | $ 26,199 |
Revenue - Revenue Expected to b
Revenue - Revenue Expected to be Recognized (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized | $ 136,877 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 62,928 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 22,467 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 18,796 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 18,699 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 13,987 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business acquisition | ||||
Net cash received from Recapitalization | $ 218,752 | |||
Plus: non-cash contribution - forgiveness of related party loan | 104,285 | |||
Less: non-cash net liabilities assumed from PEAC | (8,840) | |||
Payment of Historical ABL facility | $ 76,000 | $ 74,500 | 48,790 | |
Total contributions | 39,107 | |||
Arrow holdings S.a.r.l. | ||||
Business acquisition | ||||
Transaction bonus amounts | 28,519 | |||
Payment of Historical ABL facility | 9,904 | |||
Payment of affiliate amounts | 684 | |||
Total contributions | 39,107 | |||
Cash paid to Algeco Seller | 563,134 | |||
Target Parent and Arrow Parent | ||||
Business acquisition | ||||
Aggregate purchase price | $ 1,311,000 | |||
Acquisition price paid in form of cash | 563,100 | |||
Paid to the seller | $ 747,900 | |||
Cash - Platinum Eagle's Trust (net of redemptions) | 146,137 | |||
Cash - PIPE | 80,000 | |||
Gross cash received by Target Hospitality from Business Combination | 226,137 | |||
Less: fees to underwriters | (7,385) | |||
Net cash received from Recapitalization | 218,752 | |||
Plus: non-cash contribution - forgiveness of related party loan | 104,285 | |||
Less: non-cash net liabilities assumed from PEAC | (8,840) | |||
Less: warrant liabilities | (8,800) | |||
Plus: fees to underwriters allocated to warrant liabilities | 184 | |||
Net contributions from Recapitalization Transaction | $ 305,581 | |||
Arrow Seller | ||||
Business acquisition | ||||
Shares issued | 49,100,000 | |||
Algeco Seller | ||||
Business acquisition | ||||
Shares issued | 25,686,327 |
Business Combinations - Bidco's
Business Combinations - Bidco's offering of Senior Secured Notes (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business acquisition | |||||
Principal amount | $ 340,000 | $ 340,000 | |||
Proceeds from borrowings on ABL | 28,000 | 42,500 | $ 108,240 | ||
ABL Facility | |||||
Business acquisition | |||||
Proceeds from borrowings on ABL | $ 40,000 | $ 40,000 | 40,000 | ||
Senior Secured Notes 2024 | |||||
Business acquisition | |||||
Principal amount | $ 340,000 | $ 340,000 | 340,000 | ||
Payment of original issuance cost | $ 3,300 |
Business Combinations - Platinu
Business Combinations - Platinum Eagle (Details) | Mar. 15, 2019shares | Mar. 14, 2019$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Acquisition [Line Items] | ||||
Common stock, Number of share outstanding | 101,952,683 | 101,170,915 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, Number of share outstanding | 14,321,606 | 32,500,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock redeemed (in shares) | 18,178,394 | |||
Share conversion ratio | 1 | |||
Common Stock [Member] | Target Parent and Arrow Parent | ||||
Business Acquisition [Line Items] | ||||
Common stock redeemed (in shares) | 18,178,394 | |||
Common Class B | ||||
Business Acquisition [Line Items] | ||||
Common stock, Number of share outstanding | 8,125,000 | |||
Common stock, par value | $ / shares | $ 0.0001 |
Business Combinations - Shares
Business Combinations - Shares by Type (Details) - shares | Mar. 15, 2019 | Mar. 14, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Business acquisition | ||||
Total Outstanding Shares of Common Stock Outstanding | 101,952,683 | 101,170,915 | ||
Total Outstanding Shares of Common Stock issued | 105,232,933 | 106,367,450 | 105,585,682 | |
Less: Founders shares in escrow | (5,015,898) | (5,015,898) | ||
Total Shares of Common Stock outstanding for earnings per share computation (See Note 19) | 100,217,035 | |||
PIPE investors | ||||
Business acquisition | ||||
Total Outstanding Shares of Common Stock issued | 8,000,000 | |||
Platinum Eagle And PIPE Investor | ||||
Business acquisition | ||||
Total Outstanding Shares of Common Stock issued | 30,446,606 | |||
Algeco Sellers | Target Parent and Arrow Parent | ||||
Business acquisition | ||||
Shares issued to the Sellers | 74,786,327 | |||
Founder Shares | ||||
Business acquisition | ||||
Total Outstanding Shares of Common Stock issued | 8,050,000 | |||
Former Director Shares | ||||
Business acquisition | ||||
Total Outstanding Shares of Common Stock issued | 75,000 | |||
Common Stock [Member] | ||||
Business acquisition | ||||
Total Outstanding Shares of Common Stock Outstanding | 14,321,606 | 32,500,000 | ||
Less: Redemption of Platinum Eagle Class A Shares | (18,178,394) | |||
Common Stock [Member] | Target Parent and Arrow Parent | ||||
Business acquisition | ||||
Less: Redemption of Platinum Eagle Class A Shares | (18,178,394) |
Business Combinations - Other i
Business Combinations - Other information (Details) - Selling, general, and administrative expenses - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Payment of Transaction Bonus | $ 28.5 | |
Transaction fees | $ 8 | |
Loans to officers forgiven amount | $ 1.6 | $ 1.6 |
Business Combination - Earnout
Business Combination - Earnout Agreement (Details) - $ / shares | Mar. 15, 2019 | Dec. 31, 2021 | Jan. 17, 2018 |
Common shares placed into escrow | 5,015,898 | 5,015,898 | |
Share price | $ 1.50 | ||
Scenario if share price exceeds $12.50 | |||
Period after business combination to release shares from escrow account | 3 years | ||
Share price | $ 12.50 | ||
Number of trading days to monitor share price to release shares from escrow account | 20 days | ||
Number of consecutive trading days to monitor share price to release shares from escrow account | 30 days | ||
Percentage of founder shares to be released from escrow account | 50.00% | ||
Scenario if share price exceeds $15.00 | |||
Period after business combination to release shares from escrow account | 3 years | ||
Share price | $ 15 | ||
Number of trading days to monitor share price to release shares from escrow account | 20 days | ||
Number of consecutive trading days to monitor share price to release shares from escrow account | 30 days | ||
Percentage of founder shares to be released from escrow account | 50.00% |
Acquisitions (Details)
Acquisitions (Details) - Superior $ in Millions | Jun. 19, 2019USD ($)item |
Business acquisition | |
Number of workforce communities | 3 |
Purchase price | $ | $ 30 |
Number of location being serviced prior to acquisition | 2 |
Acquisitions - Preliminary allo
Acquisitions - Preliminary allocation of total purchase price (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 19, 2019 |
Allocation of total purchase price to net assets acquired and liabilities assumed | ||||
Goodwill | $ 41,038 | $ 41,038 | $ 41,038 | |
Superior | ||||
Allocation of total purchase price to net assets acquired and liabilities assumed | ||||
Property and equipment | $ 18,342 | |||
Customer relationships | 4,800 | |||
Goodwill | 6,858 | |||
Total assets acquired | $ 30,000 |
Acquisitions - Other informatio
Acquisitions - Other information (Details) | Jun. 19, 2019 |
Superior | |
Business acquisition | |
Estimated useful lives | 9 years |
Acquisitions - Pro forma inform
Acquisitions - Pro forma information and acquisition cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 19, 2019 | |
Pro forma information | ||||
Revenue | $ 291,337 | $ 225,148 | $ 321,096 | |
Income (loss) before income taxes | $ (2,672) | $ (33,586) | 19,579 | |
Superior | ||||
Pro forma information | ||||
Revenue, if acquired beginning of the year | 325,845 | |||
Income before taxes, if acquired beginning of the year | 15,188 | |||
Revenue | 7,800 | |||
Income (loss) before income taxes | 4,000 | |||
Acquisition related cost | $ 400 | |||
Goodwill expected to be deductible for tax purposes | $ 6,900 |
Acquisitions - Pro Petro (Detai
Acquisitions - Pro Petro (Details) - Pro Petro $ in Millions | Jul. 01, 2019USD ($)room |
Business acquisition | |
Property, plant, and equipment | $ 5 |
Number of Rooms | room | 168 |
Purchase price | $ 5 |
Specialty Rental Assets, Net (D
Specialty Rental Assets, Net (Details) - USD ($) | Oct. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (241,716,000) | $ (294,292,000) | |
Specialty rental assets, net | 311,487,000 | 291,792,000 | |
Accumulated depreciation | 9,000,000 | ||
Gross cost | 10,000,000 | ||
Net book value | 800,000 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 100,000 | ||
Civeo USA, LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset acquisition, consideration transferred | $ 6,200,000 | ||
Capital lease | |||
Property, Plant and Equipment [Line Items] | |||
Specialty rental assets, gross | 1,100,000 | 0 | |
Less: accumulated depreciation | (600,000) | 0 | |
Specialty rental assets | |||
Property, Plant and Equipment [Line Items] | |||
Specialty rental assets, gross | 547,375,000 | 582,527,000 | |
Construction-in-process | |||
Property, Plant and Equipment [Line Items] | |||
Specialty rental assets, gross | $ 5,828,000 | $ 3,557,000 |
Other Property, Plant and Equ_3
Other Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other property, plant and equipment | ||||
Other property, plant and equipment, gross | $ 16,001 | $ 14,102 | ||
Less: accumulated depreciation | (4,749) | (3,083) | ||
Property, Plant and Equipment, Other, Net, Total | 11,252 | 11,019 | ||
Net sale proceeds of land parcels and other related assets | $ 1,400 | |||
Depreciation on Other PPE | 16,910 | 15,649 | $ 15,481 | |
Loss on disposal of property, plant and equipment | (6,900) | |||
Land | ||||
Other property, plant and equipment | ||||
Other property, plant and equipment, gross | 9,163 | 9,163 | ||
Buildings and leasehold improvements | ||||
Other property, plant and equipment | ||||
Other property, plant and equipment, gross | 191 | 115 | ||
Machinery and office equipment | ||||
Other property, plant and equipment | ||||
Other property, plant and equipment, gross | 1,300 | 1,072 | ||
Software and other | ||||
Other property, plant and equipment | ||||
Other property, plant and equipment, gross | 5,347 | 3,752 | ||
Property, Plant and Equipment Other Types | ||||
Other property, plant and equipment | ||||
Depreciation on Other PPE | 2,300 | 900 | $ 1,200 | |
Capital lease properties | ||||
Other property, plant and equipment | ||||
Other property, plant and equipment, gross | 3,100 | 700 | ||
Less: accumulated depreciation | $ (1,600) | $ (400) | ||
Hospitality And Facilities Services South [Member] | ||||
Other property, plant and equipment | ||||
Property, Plant and Equipment, Other, Net, Total | $ 8,100 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill | |||
Goodwill, Beginning Balance | $ 41,038 | $ 41,038 | |
Goodwill, Ending Balance | $ 41,038 | $ 41,038 | $ 41,038 |
Superior | |||
Goodwill | |||
Goodwill, Beginning Balance | $ 6,858 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets subject to amortization | |||
Gross Carrying Amount | $ 128,907 | $ 128,907 | |
Accumulated Amortization | (56,822) | (42,186) | |
Net Book Value | 72,085 | 86,721 | |
Total intangible assets other than goodwill | |||
Gross Carrying Amount | 145,307 | 145,307 | |
Net Book Value | 88,485 | 103,121 | |
Aggregate amortization expense of intangible assets | 14,636 | 14,744 | $ 14,317 |
Tradenames | |||
Indefinite lived assets: | |||
Net Book Value | $ 16,400 | $ 16,400 | |
Customer relationships | |||
Intangible assets subject to amortization | |||
Weighted average remaining lives | 5 years 7 months 6 days | 6 years 4 months 24 days | |
Gross Carrying Amount | $ 128,907 | $ 128,907 | |
Accumulated Amortization | (56,822) | (42,186) | |
Net Book Value | 72,085 | $ 86,721 | |
Customer-Related Intangible Assets | |||
Intangible assets subject to amortization | |||
Gross Carrying Amount | 3,800 | ||
Net Book Value | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated aggregate amortization expense: | ||
2022 | $ 13,302 | |
2023 | 12,881 | |
2024 | 12,881 | |
2025 | 12,881 | |
2026 | 12,285 | |
Thereafter | 7,855 | |
Total | $ 72,085 | $ 86,721 |
Other Non-Current Assets (Narra
Other Non-Current Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of Intangible Assets | $ 14,636 | $ 14,744 | $ 14,317 |
Capitalized software | |||
Amortization of Intangible Assets | $ 2,200 | $ 1,700 | $ 0 |
Capitalized software | Maximum | |||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||
Capitalized software | Minimum | |||
Finite-Lived Intangible Asset, Useful Life | 2 years |
Other Non-Current Assets (Other
Other Non-Current Assets (Other non-current assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Non-Current Assets | ||
Cloud computing implementation costs | $ 7,198 | $ 7,094 |
Less: accumulated amortization | (3,844) | (1,685) |
Other non-current assets | $ 3,354 | $ 5,409 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities | ||
Employee accrued compensation expense | $ 12,473 | $ 6,177 |
Other accrued liabilities | 11,033 | 8,873 |
Accrued interest on debt | 9,620 | 9,649 |
Total accrued liabilities | $ 33,126 | $ 24,699 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt | ||||
Unamortized Original Issue Discount | $ 1,681 | $ 2,319 | ||
Unamortized Deferred Financing Costs | 8,107 | 11,182 | ||
Amortization | $ 638 | 557 | $ 425 | |
Minimum | ||||
Debt | ||||
Period for prior written notice to trustee for redemption | 20 days | |||
ABL Facility | ||||
Debt | ||||
Unamortized Deferred Financing Costs | $ 3,900 | 3,900 | ||
Amortization | 638 | $ 557 | $ 425 | |
Senior Secured Notes 2024 | ||||
Debt | ||||
Aggregate principal amount | $ 340,000 | $ 340,000 | ||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% | |
Unamortized Original Issue Discount | $ 3,300 | $ 1,681 | ||
Unamortized Deferred Financing Costs | $ 16,300 | $ 8,107 | ||
Senior Secured Notes 2024 | Minimum | ||||
Debt | ||||
Period for prior written notice to holders for redemption | 15 days | |||
Senior Secured Notes 2024 | Maximum | ||||
Debt | ||||
Period for prior written notice to holders for redemption | 60 days | |||
2022 | Senior Secured Notes 2024 | ||||
Debt | ||||
Redemption price | 102.375% | |||
2023 and thereafter | Senior Secured Notes 2024 | ||||
Debt | ||||
Redemption price | 100.00% |
Debt - Capital Lease and Other
Debt - Capital Lease and Other Financing Obligations (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)installment | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Capital leases | $ 1,400 | $ 900 | |
Other financing arrangement | $ 3,300 | ||
Interest rate (as a percent) | 3.84% | ||
Number of monthly installments | installment | 9 | ||
Debt instrument, periodic payment | $ 400 | ||
Commercial-use vehicles | |||
Lessee, Lease, Description [Line Items] | |||
Capital lease term | 36 months | ||
Weighted average interest rate of capital lease | 3.83% | ||
Other financing obligations | $ 2,900 |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ABL Facility | |||||
Proceeds from line of credit | $ 28,000 | $ 42,500 | $ 108,240 | ||
Outstanding amount | $ 48,000 | ||||
ABL Facility | |||||
ABL Facility | |||||
Borrowing capacity | $ 125,000 | ||||
Proceeds from line of credit | $ 40,000 | $ 40,000 | $ 40,000 | ||
Repayment of line of credit | 48,000 | ||||
Outstanding amount | $ 0 | ||||
Borrowing base, line cap (as a percent) | 12.50% | ||||
Applicable margin - one step-down (as a percent) | 0.25% | ||||
Applicable margin - one step-up (as a percent) | 0.25% | ||||
Percentage of net book value of borrowers' eligible accounts receivables | 85.00% | ||||
Percentage of net book value of borrowers' eligible rental equipment | 95.00% | ||||
Percentage of net orderly liquidation value of borrowers' eligible rental equipment | 85.00% | ||||
Options to increase commitments | $ 75,000 | ||||
Percentage of voting equity interests in non-US restricted subsidiary pledge | 65.00% | ||||
Minimum fixed charge coverage ratio | 100.00% | ||||
Maximum total net leverage ratio | 400.00% | ||||
Borrowing base | $ 15,625 | ||||
Line cap (as a percent) | 12.50% | ||||
ABL Facility | Libor | |||||
ABL Facility | |||||
Variable rate (as a percent) | 2.50% | ||||
ABL Facility | Base rate | |||||
ABL Facility | |||||
Variable rate (as a percent) | 1.50% | ||||
Standby letters of credit | |||||
ABL Facility | |||||
Borrowing capacity | $ 15,000 | ||||
Swingline | |||||
ABL Facility | |||||
Borrowing capacity | $ 15,000 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying value of debt outstanding | ||||
Capital lease and other financing obligations | $ 1,400 | $ 900 | ||
Long-term debt, net | 341,425 | |||
Principal amount | 340,000 | 340,000 | ||
Less: unamortized original issue discount | (1,681) | (2,319) | ||
Less: unamortized term loan deferred financing costs | (8,107) | (11,182) | ||
Total debt, net | 331,637 | 378,339 | ||
Less: current maturities | (729) | (3,571) | ||
Total long-term debt | 330,908 | 374,768 | ||
ABL Facility | ||||
Carrying value of debt outstanding | ||||
Long-term debt, net | 48,000 | |||
Less: unamortized term loan deferred financing costs | (3,900) | (3,900) | ||
Capital lease and other financing obligations | ||||
Carrying value of debt outstanding | ||||
Capital lease and other financing obligations | 1,425 | 3,840 | ||
Senior Secured Notes 2024 | ||||
Carrying value of debt outstanding | ||||
Principal amount | 340,000 | $ 340,000 | $ 340,000 | |
Less: unamortized original issue discount | $ (3,300) | (1,681) | ||
Less: unamortized term loan deferred financing costs | $ (16,300) | $ (8,107) | ||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% |
Debt - Components of interest e
Debt - Components of interest expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Interest expense incurred on Notes Due to Affiliates | $ 1,955 | ||
Amortization of deferred financing costs | $ 4,338 | $ 3,950 | 3,204 |
Amortization of original issue discount | 638 | 557 | 425 |
Interest incurred on capital lease and other financing obligations | 58 | 131 | |
Interest capitalized | (791) | ||
Interest expense, net | 38,704 | 40,034 | 33,401 |
Abl Facilities And Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense incurred on ABL facilities and Notes | 33,670 | 35,396 | 28,608 |
Amortization of deferred financing costs | $ 4,338 | $ 3,950 | $ 3,204 |
Debt - Interest Expense and Def
Debt - Interest Expense and Deferred Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 15, 2019 | |
Debt | ||||
Debt issuance costs | $ 8,107 | $ 11,182 | ||
Amortization of deferred financing costs | 4,338 | 3,950 | $ 3,204 | |
Loss on extinguishment of debt | 0 | 0 | $ (907) | |
Algeco ABL facility | ||||
Debt | ||||
Loss on extinguishment of debt | 900 | |||
Senior Secured Notes 2024 | ||||
Debt | ||||
Debt issuance costs | 8,107 | $ 16,300 | ||
Unamortized debt discount | $ 3,300 | |||
Accumulated amortization of deferred financing costs | 7,800 | 4,700 | ||
Accumulated amortization of debt issuance costs | 1,600 | 1,000 | ||
ABL Facility | ||||
Debt | ||||
Debt issuance costs | 3,900 | 3,900 | ||
ABL Facility | Algeco ABL facility | ||||
Debt | ||||
Debt issuance costs | 1,800 | |||
Accumulated amortization related to revolver deferred financing costs | $ 3,700 | $ 2,400 |
Debt - Future Maturities (Detai
Debt - Future Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future maturities of long term debt | |
2022 | $ 729 |
2023 | 503 |
2024 | 340,193 |
Long-term debt, net | $ 341,425 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 18, 2018 | Jan. 17, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Warrants to issue shares of common stock | 5,333,334 | 10,833,316 | |||
Aggregate purchase price per warrant | $ 1.50 | ||||
Aggregate purchase price | $ 8,000 | ||||
Number of stock issued for each warrant | 1 | ||||
Share price | $ 11.50 | ||||
Warrant exercisable term | 30 days | ||||
Fair Value Adjustment of Warrants | $ 1,067 | $ (2,347) | $ (5,920) | ||
Private Placement Warrants [Member] | |||||
Warrants to issue shares of common stock | 5,333,334 | 5,333,334 | |||
Fair Value Adjustment of Warrants | $ 1,100 | $ (2,400) | $ (5,900) |
Warrant Liabilities - Estimated
Warrant Liabilities - Estimated fair value Private Warrants (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Warranty Liability Non Current | $ 1,600 | $ 533 |
Private Placement Warrants [Member] | ||
Warranty Liability Non Current | $ 1,600 | $ 533 |
Notes Due to Affiliates (Detail
Notes Due to Affiliates (Details) - USD ($) $ in Thousands | Mar. 14, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Notes due to affiliates | |||
Total contributions | $ 39,107 | ||
Payment of affiliate amounts | 3,762 | ||
Note due to affiliates | 0 | $ 0 | |
Arrow holdings S.a.r.l. | |||
Notes due to affiliates | |||
Total contributions | $ 39,107 | ||
Signor | |||
Notes due to affiliates | |||
Payment of affiliate amounts | $ 9,000 | ||
Payment of accrued interest | 5,300 | ||
Payment of principal amount | 3,700 | ||
Note due to affiliates | $ 104,300 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Income tax expense (benefit) | $ 1,904 | $ (8,455) | $ 7,607 |
Effective tax rate | (71.30%) | 25.20% | 38.90% |
Unrecognized tax benefits | $ 0 | $ 0 | |
Interest or penalty related to uncertain taxes, recognized | $ 0 | $ 0 | |
Minimum | |||
Income Tax Contingency [Line Items] | |||
Term of income tax examination | 2 years | ||
Maximum | |||
Income Tax Contingency [Line Items] | |||
Term of income tax examination | 5 years |
Income Taxes - Components of th
Income Taxes - Components of the provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Domestic | |||
Current | $ 1,365 | $ 296 | $ 1,615 |
Deferred | 469 | (8,751) | 5,992 |
Foreign | |||
Current | 70 | ||
Total income tax expense (benefit) | $ 1,904 | $ (8,455) | $ 7,607 |
Income Taxes - Income tax resul
Income Taxes - Income tax results differed from the amount computed by applying the U.S. statutory income tax rate to income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax results differed from the amount computed by applying the U.S. statutory income tax rate to income before income taxes | |||
Statutory income tax expense | $ (561) | $ (7,053) | $ 4,112 |
State tax expense | 1,120 | (450) | 1,816 |
Effect of tax rates in foreign jurisdictions | 30 | (17) | (37) |
Change in fair value of warrant liabilities | 224 | (494) | (1,209) |
Transaction costs | (899) | 2,387 | |
Stewardship expense | 35 | ||
Valuation allowances | 452 | (279) | 226 |
Compensation | 500 | 201 | 92 |
Other | 139 | 536 | 185 |
Total income tax expense (benefit) | $ 1,904 | $ (8,455) | $ 7,607 |
Income Taxes - Components of _2
Income Taxes - Components of the Companies deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Deferred compensation | $ 20 | |
Deferred revenue | $ 7,779 | 4,169 |
Intangible assets | 9,640 | 9,668 |
Tax loss carryforwards | 34,303 | 33,279 |
Other - net | 1,584 | 1,525 |
Deferred tax assets gross | 53,306 | 48,661 |
Valuation allowance | (4,176) | (3,577) |
Net deferred income tax asset | 49,130 | 45,084 |
Deferred tax liabilities | ||
Rental equipment and other plant, property and equipment | (33,709) | (28,718) |
Software | (711) | (1,187) |
Deferred tax liability | (34,420) | (29,905) |
Net deferred income tax asset | $ 14,710 | $ 15,179 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance has been established against the deferred tax assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | |
Tax loss carryovers | $ 152,989 |
Tax loss carryovers subject to expiry | 7,600 |
Tax loss carryovers not subject to expiry | 145,400 |
United States | |
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | |
Tax loss carryovers | 147,682 |
Tax loss carryovers subject to expiry | 2,300 |
Canada | |
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | |
Tax loss carryovers | $ 4,809 |
Percentage of valuation allowance | 100.00% |
Mexico | |
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | |
Tax loss carryovers | $ 498 |
Percentage of valuation allowance | 100.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesY | Dec. 31, 2020USD ($)Y$ / shares | |
Carrying amounts and fair values of financial assets and liabilities | ||
Transfers of financials assets form level 1 to level 2 | $ 0 | $ 0 |
Transfers of financials assets form level 2 to level 1 | 0 | 0 |
Transfers of financials assets in and out of level 3 | 0 | 0 |
Transfers of financials liabilities form level 1 to level 2 | 0 | 0 |
Transfers of financials liabilities form level 2 to level 1 | 0 | 0 |
Transfers of financials liabilities in and out of level 3 | $ 0 | $ 0 |
Level 3 | Private Placement Warrants [Member] | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Warrant Liabilities Fair Value Per Share | $ / shares | $ 0.30 | $ 0.10 |
Warrants and Rights Outstanding, Measurement Input | 5,333,334 | 5,333,334 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 533,000 | $ 2,880,000 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 1,067,000 | (2,347,000) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 1,600,000 | $ 533,000 |
Level 3 | Private Placement Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 11.50 | 11.50 |
Level 3 | Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 3.56 | 1.58 |
Level 3 | Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Level 3 | Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Warrants and Rights Outstanding, Measurement Input | Y | 2.20 | 3.20 |
Level 3 | Private Placement Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 0.78 | 0.19 |
Level 3 | Private Placement Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 64 | 68 |
Carrying amount | ABL Facility | Level 2 | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Debt Instrument, Fair Value Disclosure, | $ (48,000,000) | |
Fair value | ABL Facility | Level 2 | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Debt Instrument, Fair Value Disclosure, | (48,000,000) | |
Senior Secured Notes 2024 | Carrying amount | Level 1 | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Debt Instrument, Fair Value Disclosure, | $ (330,212,000) | (326,499,000) |
Senior Secured Notes 2024 | Fair value | Level 1 | ||
Carrying amounts and fair values of financial assets and liabilities | ||
Debt Instrument, Fair Value Disclosure, | $ (348,075,000) | $ (300,900,000) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Future minimum lease payments | |||
2022 | $ 5,003 | ||
2023 | 4,514 | ||
2024 | 4,118 | ||
2025 | 3,593 | ||
2026 | 2,874 | ||
Thereafter | 376 | ||
Total | 20,478 | ||
Specialty rental costs | |||
Commitments | |||
Rent expense | 13,900 | $ 5,600 | $ 12,500 |
Selling, general, and administrative expenses | |||
Commitments | |||
Rent expense | $ 400 | $ 500 | $ 600 |
Rental Income (Details)
Rental Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rental Income | |||
Operating Lease, Lease Income | $ 76,900 | $ 53,000 | $ 59,800 |
Net book value of lease | $ 182,539 |
Rental Income (Details)_2
Rental Income (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Scheduled future minimum lease payments to be received | |
2022 | $ 50,422 |
2023 | 37,768 |
2024 | 34,392 |
2025 | 34,300 |
2026 | 25,657 |
Total | $ 182,539 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related parties | ||||
Amounts due from affiliates | $ 0 | $ 1,200 | ||
Accrued | 0 | 300 | ||
Related party receivable | 1,205 | |||
Selling, general, and administrative expenses | ||||
Related parties | ||||
Loans to officers forgiven amount | 1,600 | $ 1,600 | ||
Commission | 600 | 800 | 800 | |
Rent expense | 400 | 500 | 600 | |
Executive Officer | ||||
Related parties | ||||
Due from related parties | 0 | 0 | ||
Executive Officer | Selling, general, and administrative expenses | ||||
Related parties | ||||
Compensation expense recognized | 0 | 0 | 1,600 | |
Arrow holdings S.a.r.l. | Target Parent | ||||
Related parties | ||||
Rent expense | 0 | 0 | $ 300 | |
Algeco Global | ||||
Related parties | ||||
Compensation percentage | 100.00% | |||
Reimbursement of employee compensation | $ 0 | $ 1,100 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Net loss | $ (4,576) | $ (25,131) | $ 11,972 |
Denominator | |||
Weighted average shares outstanding - basic | 96,611,022 | 96,018,338 | 94,501,789 |
Weighted average shares outstanding - diluted | 96,611,022 | 96,018,338 | 94,501,789 |
Net income (loss) per share - basic | $ (0.05) | $ (0.26) | $ 0.13 |
Net income (loss) per share - diluted | $ (0.05) | $ (0.26) | $ 0.13 |
Founder Shares | |||
Denominator | |||
Shares issued to the Sellers | 8,050,000 | ||
Founder Shares | |||
Denominator | |||
Excluded from computation of loss per share | 5,015,898 | ||
Warrant | |||
Denominator | |||
Excluded from computation of loss per share | 16,166,650 | 16,166,650 | 16,166,650 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 17, 2018 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 15, 2019 | Mar. 15, 2019 | Mar. 14, 2019 |
Common Stock | |||||||
Common stock shares issued | 106,367,450 | 105,585,682 | 105,232,933 | ||||
Common stock, Number of share outstanding | 101,952,683 | 101,170,915 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common shares placed into escrow | 5,015,898 | 5,015,898 | |||||
Preferred Shares | |||||||
Preferred stock, shares authorized | 1,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | ||||||
Preferred stock, shares outstanding | 0 | ||||||
Warrants | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Number of stock issued for each warrant | 1 | ||||||
Share price | $ 11.50 | ||||||
Warrant exercisable term | 30 days | ||||||
Warrants to issue shares of common stock | 5,333,334 | 10,833,316 | |||||
Treasury Stock, Shares [Abstract] | |||||||
Repurchase of common stock as part of a share repurchase program | $ 23,559 | ||||||
Share Repurchase Program 2019 Plan | |||||||
Treasury Stock, Shares [Abstract] | |||||||
Stock repurchase authorized amount | $ 75,000 | ||||||
Repurchase of common stock as part of a share repurchase program (In Shares) | 4,414,767 | ||||||
Repurchase of common stock as part of a share repurchase program | $ 23,600 | ||||||
Remaining authorized repurchase amount | $ 51,400 | ||||||
Public Offering | |||||||
Warrants | |||||||
Number of units sold | 32,500,000 | ||||||
Price per unit | $ 10 | ||||||
Number of warrants per unit | 0.33 | ||||||
Number of fractional shares issued upon exercise of warrants | 0 | ||||||
Number of stock issued for each warrant | 1 | ||||||
Share price | $ 11.50 | ||||||
Warrant exercisable term | 30 days | ||||||
Over allotment | |||||||
Warrants | |||||||
Number of units sold | 2,500,000 | ||||||
Common Stock [Member] | |||||||
Common Stock | |||||||
Common stock, Number of share outstanding | 14,321,606 | 32,500,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Warrants | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Common Stock [Member] | Public Offering | |||||||
Common Stock | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Warrants | |||||||
Number of shares per unit | 1 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | Sep. 20, 2021shares | Aug. 05, 2021shares | Aug. 04, 2021shares | May 18, 2021shares | Feb. 25, 2021shares | Apr. 01, 2020USD ($)shares | Mar. 04, 2020installmentitemshares | Jan. 09, 2020 | Jan. 02, 2020installmentshares | Sep. 03, 2019installmentshares | May 21, 2019installmentitemshares | Aug. 31, 2021shares | Dec. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020installment$ / sharesshares | Dec. 31, 2019$ / sharesshares | Mar. 15, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Shares reserved for issuance | 4,000,000 | |||||||||||||||
Reduction in salary | 20.00% | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Reduction in cash | $ | $ 20 | |||||||||||||||
Executive Stock Appreciation Rights Award Agreement [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Period After Termination Of Employment Or Service To Exercise Pro Rata Vesting | 2 years | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Threshold Service Period For Pro Rata Vesting | 12 months | |||||||||||||||
Executive Restricted Stock Unit Agreement [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Threshold Service Period For Pro Rata Vesting | 12 months | |||||||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Executive Stock Appreciation Rights Award Agreement [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Executive Restricted Stock Unit Agreement [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Executive Stock Appreciation Rights Award Agreement [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Executive Restricted Stock Unit Agreement [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Executive Officers and Other Employees | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 66,070 | |||||||||||||||
Time-based restricted stock unit | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Right to buy number of shares upon vesting | 1 | 1 | 1 | |||||||||||||
Granted (in shares) | 201,988 | |||||||||||||||
Number of non employee directors | item | 2 | |||||||||||||||
Number of accelerated vesting granted | 115,386 | |||||||||||||||
Options | ||||||||||||||||
Outstanding Options at beginning of period (in shares) | 1,124,762 | |||||||||||||||
Granted (in shares) | 1,531,787 | 1,374,085 | 454,882 | |||||||||||||
Vested and released (in shares) | (769,454) | |||||||||||||||
Forfeited (in shares) | (24,505) | |||||||||||||||
Outstanding Options at end of period (in shares) | 1,862,590 | 1,124,762 | ||||||||||||||
Weighted Average Grant Date Fair Value per Share | ||||||||||||||||
Outstanding Options at beginning of period (in shares) | $ / shares | $ 4.21 | |||||||||||||||
Granted (in dollars per share) | $ / shares | 2.10 | $ 3.07 | $ 9.49 | |||||||||||||
Vested and expired (in dollars per share) | $ / shares | 2.96 | |||||||||||||||
Forfeited (in dollars per share) | $ / shares | 3.34 | |||||||||||||||
Outstanding Options at end of period (in dollars per share) | $ / shares | $ 3 | $ 4.21 | ||||||||||||||
Time-based restricted stock unit | Chief Financial Officer | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of anniversaries the awards vest | installment | 4 | |||||||||||||||
Time-based restricted stock unit | Chief Financial Officer | Grant One | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 81,434 | |||||||||||||||
Time-based restricted stock unit | Chief Financial Officer | Grant Two | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 48,860 | |||||||||||||||
Time-based restricted stock unit | CEO | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of equal installments | 0.0833 | 12 | 6 | |||||||||||||
Granted (in shares) | 124,741 | |||||||||||||||
Options | ||||||||||||||||
Granted (in shares) | 30,000 | |||||||||||||||
Time-based restricted stock unit | Non-executive Directors | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 326,926 | |||||||||||||||
Time-based restricted stock unit | Executive Officers and Other Employees | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 1,134,524 | 30,899 | ||||||||||||||
Time-based stock option awards | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Right to buy number of shares upon vesting | 1 | |||||||||||||||
Number of anniversaries the awards vest | item | 4 | |||||||||||||||
Granted (in shares) | 0 | 1,140,875 | 654,221 | |||||||||||||
options forfeited | 0 | |||||||||||||||
Stock Appreciation Rights (SARs) [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ | $ 3,000,000 | |||||||||||||||
Deferred Compensation Share-based Arrangements, Liability, Current | $ | $ 1,200,000 | |||||||||||||||
Estimated Fair Value Per Share | $ / shares | $ 2.69 | |||||||||||||||
Options | ||||||||||||||||
Granted (in shares) | 26,906 | 1,578,537 | 1,578,537 | |||||||||||||
Forfeited (in shares) | 0 | |||||||||||||||
Outstanding Options at end of period (in shares) | 1,578,537 | |||||||||||||||
Weighted Average Grant Date Fair Value per Share | ||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 1.82 | |||||||||||||||
Outstanding Options at end of period (in dollars per share) | $ / shares | $ 0.78 | |||||||||||||||
Liability Based Restricted Stock Units [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Liability recognized | $ | $ 800,000 | |||||||||||||||
Options | ||||||||||||||||
Granted (in shares) | 537,047 | |||||||||||||||
Weighted Average Grant Date Fair Value per Share | ||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 3.56 | |||||||||||||||
Liability Based Restricted Stock Units [Member] | Accrued Liabilities [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Liability recognized | $ | $ 500,000 | |||||||||||||||
Liability Based Restricted Stock Units [Member] | Other Noncurrent Liabilities [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Liability recognized | $ | $ 300,000 | |||||||||||||||
Director | Time-based restricted stock unit | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of equal installments | installment | 4 | |||||||||||||||
Number of anniversaries the awards vest | item | 4 | |||||||||||||||
Vesting period (in years) | 1 year | |||||||||||||||
Granted (in shares) | 17,351 | 22,087 | 503,757 | 81,967 | ||||||||||||
Employees | Time-based restricted stock unit | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of equal installments | installment | 4 | |||||||||||||||
Number of anniversaries the awards vest | item | 4 | |||||||||||||||
Granted (in shares) | 212,621 | |||||||||||||||
Employees | Time-based stock option awards | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of equal installments | installment | 4 | |||||||||||||||
Granted (in shares) | 1,140,873 | 482,792 | ||||||||||||||
Employees | Time-based stock option awards | Chief Financial Officer | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 171,429 |
Stock-Based Compensation - Chan
Stock-Based Compensation - Changes in stock options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares | |||
Exercisable Options at end of period (in shares) | 546,272 | ||
Intrinsic Value | |||
Vested | $ 0.8 | $ 0.4 | $ 0.1 |
Time-based stock option awards | |||
Number of shares | |||
Outstanding Options at beginning of period (in shares) | 1,643,135 | ||
Granted (in shares) | 0 | 1,140,875 | 654,221 |
Outstanding Options at end of period (in shares) | 1,643,135 | 1,643,135 | |
Weighted Average Exercise Price per Share | |||
Outstanding Options at beginning of period (in dollars per share) | $ 6.11 | ||
Outstanding Options at end of period (in dollars per share) | $ 6.11 | $ 6.11 | |
Weighted Average Contractual Life (Years) | |||
Outstanding Options (in years) | 7 years 11 months 12 days | 8 years 11 months 12 days | |
Stock Appreciation Rights (SARs) [Member] | |||
Weighted Average Exercise Price per Share | |||
Outstanding Options at end of period (in dollars per share) | $ 1.82 | ||
Weighted Average Contractual Life (Years) | |||
Outstanding Options (in years) | 9 years 2 months 1 day | 0 years | |
Granted (in years) | 9 years 2 months 1 day |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Time-based stock option awards | |||
Assumptions: | |||
Expected dividend yield | 0.00% | ||
Expected term (years) | 6 years 3 months | ||
Risk-free interest rate - minimum | 0.82% | ||
Risk-free interest rate - maximum | 2.26% | ||
Weighted-average grant date fair value | $ 0 | $ 1.42 | $ 2.92 |
Forfeited (in shares) | 0 | ||
Granted (in shares) | 0 | 1,140,875 | 654,221 |
Stock Appreciation Rights (SARs) [Member] | |||
Assumptions: | |||
Weighted average expected stock volatility | 43.50% | ||
Expected dividend yield | 0.00% | ||
Expected term (years) | 6 years 3 months | ||
Risk-free interest rate (range) | 1.07% | ||
Minimum | Time-based stock option awards | |||
Assumptions: | |||
Weighted average expected stock volatility | 25.94% | ||
Exercise price (range) | $ 4.51 | ||
Maximum | Time-based stock option awards | |||
Assumptions: | |||
Weighted average expected stock volatility | 30.90% | ||
Exercise price (range) | $ 10.83 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options to Purchase Common Shares (Details) | Oct. 01, 2020 | Aug. 05, 2020 | Mar. 04, 2020shares | Sep. 03, 2019shares | May 21, 2019installmentitem$ / sharesshares | Dec. 31, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Jan. 17, 2018$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price | $ / shares | $ 1.50 | ||||||||
Time-based stock option awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 0 | 1,140,875 | 654,221 | ||||||
Right to buy number of shares upon vesting | shares | 1 | ||||||||
Per value | $ / shares | $ 0.0001 | ||||||||
Number of anniversaries the awards vest | item | 4 | ||||||||
Expiration Period (in years) | 10 years | ||||||||
Time-based stock option awards | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price | $ / shares | $ 4.51 | ||||||||
Time-based stock option awards | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price | $ / shares | $ 10.83 | ||||||||
Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Base Salary payment rate | 100.00% | ||||||||
Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Base Salary payment rate | 100.00% | ||||||||
Employees | Time-based stock option awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 1,140,873 | 482,792 | |||||||
Number of equal installments | installment | 4 | ||||||||
Chief Financial Officer | Employees | Time-based stock option awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 171,429 | ||||||||
CEO | CEO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Base Salary payment rate | 80.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 2.1 | $ 1 | $ 0.2 |
Time-based restricted stock unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based Compensation Expense | 3.1 | 3 | 1.5 |
Associated tax benefit from stock-based compensation expense | 0.7 | 0.7 | 0.4 |
Unrecognized compensation expense | $ 4.2 | ||
Period for unrecognized compensation expense expected to be recognized | 1 year 10 months 17 days | ||
Time-based stock option awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based Compensation Expense | $ 0.8 | 0.8 | 0.2 |
Associated tax benefit from stock-based compensation expense | 0.2 | $ 0.2 | $ 0.1 |
Unrecognized compensation expense | $ 1.4 | ||
Period for unrecognized compensation expense expected to be recognized | 1 year 10 months 13 days | ||
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based Compensation Expense | $ 1.2 | ||
Period for unrecognized compensation expense expected to be recognized | 2 years 1 month 28 days |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Plans | |||
Minimum percentage of annual eligible compensation by the participants | 1.00% | ||
Maximum percentage of annual eligible compensation by the participants | 90.00% | ||
Percentage of contribution matched | 6.00% | ||
Percentage of contribution, matched 100% by employer | 3.00% | ||
Employer match of employee contributions of first 3% of contributions | 100.00% | ||
Percentage of contribution, matched 50% by employer | 3.00% | ||
Employer match of employee contributions of next 3% of contributions | 50.00% | ||
Vesting percentage | 20.00% | ||
Vesting period | 5 years | ||
Contribution expenses | $ 0.7 | $ 0.7 | $ 0.8 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($)segment | |
Business segments | |||||
Number of reportable segments | segment | 4 | ||||
Number of Operating Segments | segment | 6 | ||||
Revenue | $ 291,337 | $ 225,148 | $ 321,096 | ||
Adjusted gross profit | 155,595 | 107,819 | 189,198 | ||
Total Assets | 513,392 | $ 513,392 | $ 513,392 | 534,237 | |
Operating Segments | |||||
Business segments | |||||
Revenue | 291,337 | 225,148 | 321,096 | ||
Adjusted gross profit | 154,959 | 107,120 | $ 190,434 | ||
Total Assets | 343,005 | $ 343,005 | 343,005 | $ 363,544 | |
Customer One [Member] | Customer concentration risk | Revenues | |||||
Business segments | |||||
Concentration Risk, Percentage | 34.70% | 28.10% | 20.80% | ||
Permian Basin | Operating Segments | |||||
Business segments | |||||
Revenue | 116,958 | $ 112,126 | $ 214,464 | ||
Adjusted gross profit | 52,344 | 51,518 | 128,424 | ||
Capital expenditures | 8,575 | 8,160 | 82,031 | ||
Total Assets | 206,774 | $ 206,774 | 206,774 | 277,839 | |
Bakken Basin | Operating Segments | |||||
Business segments | |||||
Revenue | 4,150 | 6,605 | 20,620 | ||
Adjusted gross profit | (711) | 161 | 8,511 | ||
Capital expenditures | 174 | 67 | 190 | ||
Total Assets | 43,504 | 43,504 | 43,504 | 51,782 | |
Government | Operating Segments | |||||
Business segments | |||||
Revenue | 156,250 | 63,259 | 66,972 | ||
Adjusted gross profit | 94,801 | 47,523 | 49,203 | ||
Capital expenditures | 27,525 | 24 | 305 | ||
Total Assets | 87,308 | 87,308 | 87,308 | 27,149 | |
TCPL Keystone | Operating Segments | |||||
Business segments | |||||
Revenue | 12,283 | 41,911 | 15,744 | ||
Adjusted gross profit | 9,161 | 8,617 | 3,060 | ||
Capital expenditures | 164 | $ 3,379 | |||
Total Assets | 3,007 | $ 3,007 | $ 3,007 | $ 3,543 | |
Four Segments | Customer concentration risk | Revenues | |||||
Business segments | |||||
Concentration Risk, Percentage | 75.00% | ||||
All Other | |||||
Business segments | |||||
Number of Operating Segments | 3 | 3 | 3 | 3 | |
Total Assets | 3,489 | $ 3,489 | $ 3,489 | $ 3,231 | |
All Other | Operating Segments | |||||
Business segments | |||||
Revenue | 1,696 | 1,247 | $ 3,296 | ||
Adjusted gross profit | (636) | (699) | $ 1,236 | ||
Capital expenditures | 57 | 656 | |||
Total Assets | $ 2,412 | $ 2,412 | $ 2,412 | $ 3,231 |
Business Segments - Reconciliat
Business Segments - Reconciliation of total segment adjusted gross profit to total combined income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Segments | |||
Total reportable segment adjusted gross profit | $ 155,595 | $ 107,819 | $ 189,198 |
Other adjusted gross profit | (636) | (699) | 1,236 |
Depreciation and amortization | (70,519) | (65,614) | (58,902) |
Selling, general and administrative expenses | (46,461) | (38,128) | (76,648) |
Restructuring costs | 0 | 0 | (168) |
Other (income) expense, net | (880) | 723 | (6,872) |
Currency (gain) losses, net | 0 | 0 | 123 |
Loss on extinguishment of debt | 0 | 0 | (907) |
Interest expense, net | (38,704) | (40,034) | (33,401) |
Change in fair value of warrant liabilities | (1,067) | 2,347 | 5,920 |
Income (loss) before income tax | $ (2,672) | $ (33,586) | $ 19,579 |
Business Segments - Reconcili_2
Business Segments - Reconciliation of total segment assets to total combined assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 513,392 | $ 534,237 |
Total reportable segment assets | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 340,593 | 360,313 |
All Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 3,489 | 3,231 |
Other unallocated amounts | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 169,310 | $ 170,693 |
Business Segments - Unallocated
Business Segments - Unallocated assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Total current assets | $ 60,536 | $ 43,562 |
Other intangible assets, net | 88,485 | 103,121 |
Deferred tax asset | 14,710 | 15,179 |
Deferred financing costs revolver, net | 2,159 | 3,422 |
Other non-current assets | 3,420 | 5,409 |
Total assets | 513,392 | 534,237 |
Other unallocated amounts | ||
Total current assets | 60,536 | 43,562 |
Other intangible assets, net | 88,485 | 103,121 |
Deferred tax asset | 14,710 | 15,179 |
Deferred financing costs revolver, net | 2,159 | 3,422 |
Other non-current assets | 3,420 | 5,409 |
Total assets | $ 169,310 | $ 170,693 |
Business Segments - Customer Co
Business Segments - Customer Concentration (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)customer | Dec. 31, 2020USD ($)customer | Dec. 31, 2019USD ($)customer | |
Customer concentration | |||
Revenue, Topic 606 | $ 214,427 | $ 172,189 | $ 261,270 |
Government | |||
Customer concentration | |||
Revenue, Topic 606 | 88,115 | 23,538 | 25,071 |
TCPL Keystone | |||
Customer concentration | |||
Revenue, Topic 606 | $ 12,283 | $ 41,911 | $ 15,744 |
Customer concentration risk | Revenues | |||
Customer concentration | |||
Number of customers | customer | 2 | 2 | 2 |
Customer concentration risk | Customer One [Member] | Revenues | Government | Operating Segments | |||
Customer concentration | |||
Number of customers | customer | 1 | ||
Revenue, Topic 606 | $ 63,300 | $ 67,000 | |
Customer concentration risk | Customer One [Member] | Revenues | Permian Basin | Operating Segments | |||
Customer concentration | |||
Number of customers | customer | 1 | ||
Revenue, Topic 606 | $ 40,000 | ||
Customer concentration risk | Customer One [Member] | Revenues | TCPL Keystone | Operating Segments | |||
Customer concentration | |||
Number of customers | customer | 1 | ||
Revenue, Topic 606 | $ 41,900 | ||
Customer concentration risk | Customer Two [Member] | Revenues | Government | Operating Segments | |||
Customer concentration | |||
Number of customers | customer | 2 | ||
Revenue, Topic 606 | $ 156,300 |