Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-38343 | ||
Entity Registrant Name | TARGET HOSPITALITY CORP. | ||
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 | ||
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 | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 444,692,541 | ||
Entity Common Stock, Shares Outstanding | 100,520,429 | ||
Entity Central Index Key | 0001712189 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Houston, Texas | ||
Common Class A | |||
Document And Entity Information | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | TH | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase common stock | |||
Document And Entity Information | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | THWWW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 103,929 | $ 181,673 |
Accounts receivable, less allowance for credit losses of $550 and $4, respectively | 67,092 | 42,153 |
Prepaid expenses and other assets | 9,479 | 12,553 |
Total current assets | 180,500 | 236,379 |
Specialty rental assets, net | 349,064 | 357,129 |
Other property, plant and equipment, net | 34,631 | 31,898 |
Operating lease right-of-use assets, net | 19,698 | 27,298 |
Goodwill | 41,038 | 41,038 |
Other intangible assets, net | 66,282 | 75,182 |
Deferred financing costs revolver, net | 2,479 | 896 |
Other non-current assets | 661 | 1,907 |
Total assets | 694,353 | 771,727 |
Current liabilities: | ||
Accounts payable | 20,926 | 17,563 |
Accrued liabilities | 33,652 | 39,642 |
Deferred revenue and customer deposits | 1,794 | 120,040 |
Current portion of operating lease obligations | 11,914 | 12,516 |
Current portion of finance lease and other financing obligations (Note 8) | 1,369 | 1,135 |
Current warrant liabilities | 675 | |
Total current liabilities | 70,330 | 190,896 |
Long-term debt (Note 8): | ||
Principal amount | 181,446 | 334,500 |
Less: unamortized original issue discount | (2,619) | (971) |
Less: unamortized term loan deferred financing costs | (734) | (4,681) |
Long-term debt, net | 178,093 | 328,848 |
Long-term finance lease and other financing obligations | 1,024 | 1,088 |
Long-term operating lease obligations | 8,426 | 11,104 |
Other non-current liabilities | 6,309 | |
Deferred revenue and customer deposits | 3,675 | 5,479 |
Deferred tax liability | 53,074 | 15,172 |
Asset retirement obligations | 2,424 | 2,247 |
Warrant liabilities | 9,737 | |
Total liabilities | 317,046 | 570,880 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common Stock, $0.0001 par, 400,000,000 authorized, 111,091,266 issued and 101,660,601 outstanding as of December 31, 2023 and 109,747,366 issued and 100,316,701 outstanding as of December 31, 2022. | 10 | 10 |
Common Stock in treasury at cost, 9,430,665 shares as of December 31, 2023 and as of December 31, 2022. | (23,559) | (23,559) |
Additional paid-in-capital | 142,379 | 139,287 |
Accumulated other comprehensive loss | (2,638) | (2,574) |
Accumulated earnings | 261,115 | 87,683 |
Total stockholders' equity | 377,307 | 200,847 |
Total liabilities and stockholders' equity | $ 694,353 | $ 771,727 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Allowance for credit losses | $ 550 | $ 4 |
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 | 111,091,266 | 109,747,366 |
Common stock, shares outstanding | 101,660,601 | 100,316,701 |
Treasury stock, shares | 9,430,665 | 9,430,665 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Revenue | $ 365,627 | $ 333,702 | $ 214,427 |
Total revenue | 563,608 | 501,985 | 291,337 |
Costs: | |||
Depreciation of specialty rental assets | 68,626 | 52,833 | 53,609 |
Gross profit | 313,324 | 247,128 | 101,350 |
Selling, general and administrative | 56,126 | 57,893 | 46,461 |
Other depreciation and amortization | 15,351 | 14,832 | 16,910 |
Other expense, net | 1,241 | 36 | 880 |
Operating income | 240,606 | 174,367 | 37,099 |
Loss on extinguishment of debt | 2,279 | 0 | 0 |
Interest expense, net | 22,639 | 36,323 | 38,704 |
Change in fair value of warrant liabilities | (9,062) | 31,735 | 1,067 |
Income (loss) before income tax | 224,750 | 106,309 | (2,672) |
Income tax expense | 51,050 | 32,370 | 1,904 |
Net income (loss) | 173,700 | 73,939 | (4,576) |
Change in fair value of warrant liabilities | (9,062) | ||
Net income (loss) attributable to common stockholders - diluted | 164,638 | 73,939 | (4,576) |
Other comprehensive income (loss) | |||
Foreign currency translation | (64) | (112) | (28) |
Comprehensive income (loss) | $ 173,636 | $ 73,827 | $ (4,604) |
Two Class Method: | |||
Weighted average number shares outstanding - basic (in shares) | 101,350,910 | 97,213,166 | 96,611,022 |
Weighted average number shares outstanding - diluted (in shares) | 105,319,405 | 100,057,748 | 96,611,022 |
Net income (loss) per share - basic (in dollars per share) | $ 1.71 | $ 0.76 | $ (0.05) |
Net income (loss) per share - diluted (in dollars per share) | $ 1.56 | $ 0.74 | $ (0.05) |
Services | |||
Revenue: | |||
Revenue | $ 365,627 | $ 333,702 | $ 203,134 |
Costs: | |||
Costs | 151,574 | 174,200 | 120,192 |
Specialty rental | |||
Revenue: | |||
Revenue, subject to ASC 840 | 197,981 | 168,283 | 76,909 |
Costs: | |||
Costs | $ 30,084 | $ 27,824 | 16,186 |
Construction fee | |||
Revenue: | |||
Revenue | $ 11,294 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, Adjustment Accumulated Earnings | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance Common Stock | Cumulative Effect, Period of Adoption, Adjusted Balance Common Stock in Treasury | Cumulative Effect, Period of Adoption, Adjusted Balance Additional Paid-in Capital | Cumulative Effect, Period of Adoption, Adjusted Balance Accumulated Other Comprehensive Loss | Cumulative Effect, Period of Adoption, Adjusted Balance Accumulated Earnings | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Common Stock in Treasury | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings | Total |
Beginning Balances at Dec. 31, 2020 | $ 10 | $ (23,559) | $ 106,551 | $ (2,434) | $ 18,320 | $ 98,888 | ||||||||
Beginning Balances (In Shares) at Dec. 31, 2020 | 101,170,915 | 4,414,767 | ||||||||||||
Net income (loss) | (4,576) | (4,576) | ||||||||||||
Stock-based compensation, net | 3,086 | 3,086 | ||||||||||||
Stock-based compensation, net (in shares) | 781,768 | |||||||||||||
Tax withholdings related to net share settlement of equity awards | (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 | ||||||||||||
Net income (loss) | 73,939 | 73,939 | ||||||||||||
Stock-based compensation, net | 8,245 | 8,245 | ||||||||||||
Stock-based compensation, net (in shares) | 320,607 | |||||||||||||
Tax withholdings related to net share settlement of equity awards | (121) | (121) | ||||||||||||
Cancelled common stock (in shares) | (5,015,898) | 5,015,898 | ||||||||||||
Cumulative translation adjustment | (112) | (112) | ||||||||||||
Common Stock issued in warrant exchange | 21,320 | 21,320 | ||||||||||||
Common stock issued in warrant exchange (in shares) | 2,996,201 | |||||||||||||
Issuance of Common Stock from exercise of warrants | 80 | 80 | ||||||||||||
Issuance of Common Stock from exercise of warrants (in shares) | 7,101 | |||||||||||||
Issuance of Common Stock from exercise of stock options | 225 | 225 | ||||||||||||
Issuance of Common Stock from exercise of stock options (in shares) | 56,007 | |||||||||||||
Ending Balances at Dec. 31, 2022 | $ (268) | $ (268) | $ 10 | $ (23,559) | $ 139,287 | $ (2,574) | $ 87,415 | $ 200,579 | $ 10 | $ (23,559) | 139,287 | (2,574) | 87,683 | 200,847 |
Ending Balances (In shares) at Dec. 31, 2022 | 100,316,701 | 9,430,665 | 100,316,701 | 9,430,665 | ||||||||||
Net income (loss) | 173,700 | 173,700 | ||||||||||||
Stock-based compensation, net | 8,305 | 8,305 | ||||||||||||
Stock-based compensation, net (in shares) | 870,917 | |||||||||||||
Tax withholdings related to net share settlement of equity awards | (6,818) | (6,818) | ||||||||||||
Cumulative translation adjustment | (64) | (64) | ||||||||||||
Issuance of Common Stock from exercise of warrants | 209 | 209 | ||||||||||||
Issuance of Common Stock from exercise of warrants (in shares) | 17,369 | |||||||||||||
Issuance of Common Stock from exercise of stock options | 1,396 | 1,396 | ||||||||||||
Issuance of Common Stock from exercise of stock options (in shares) | 455,614 | |||||||||||||
Ending Balances at Dec. 31, 2023 | $ 10 | $ (23,559) | $ 142,379 | $ (2,638) | $ 261,115 | $ 377,307 | ||||||||
Ending Balances (In shares) at Dec. 31, 2023 | 101,660,601 | 9,430,665 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 173,700 | $ 73,939 | $ (4,576) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 70,530 | 54,363 | 55,883 |
Amortization of intangible assets | 13,447 | 13,302 | 14,636 |
Noncash operating lease expense | 17,797 | 10,782 | |
Accretion of asset retirement obligation | 177 | 168 | (204) |
Amortization of deferred financing costs | 2,881 | 4,689 | 4,338 |
Amortization of original issue discount | 750 | 711 | 638 |
Change in fair value of warrant liabilities | (9,062) | 31,735 | 1,067 |
Stock-based compensation expense | 11,174 | 19,242 | 5,084 |
(Gain) loss on sale of specialty rental assets and other property, plant and equipment | 137 | (101) | 383 |
Loss on extinguishment of debt | 2,279 | 0 | 0 |
Deferred income taxes | 37,902 | 29,882 | 469 |
Provision for credit losses on receivables, net of recoveries | 544 | 407 | 1,630 |
Changes in operating assets and liabilities | |||
Accounts receivable | (25,800) | (13,692) | (2,228) |
Related party receivable | 1,224 | ||
Prepaid expenses and other assets | 3,083 | (10,120) | (1,156) |
Accounts payable and other accrued liabilities | (10,394) | 6,371 | 9,926 |
Deferred revenue and customer deposits | (120,050) | 91,108 | 16,040 |
Operating lease obligation | (13,477) | (8,617) | |
Other non-current assets and liabilities | 1,183 | 1,443 | 1,445 |
Net cash provided by operating activities | 156,801 | 305,612 | 104,599 |
Cash flows from investing activities: | |||
Purchase of specialty rental assets | (60,808) | (120,287) | (35,488) |
Purchase of property, plant and equipment | (3,066) | (20,556) | (427) |
Acquired intangible assets | (4,547) | ||
Proceeds from the sale of specialty rental assets and other property, plant and equipment | 241 | 615 | |
Net cash used in investing activities | (68,180) | (140,228) | (35,915) |
Cash flows from financing activities: | |||
Principal payments on finance and finance lease obligations | (1,404) | (1,008) | (4,172) |
Principal payments on borrowings from ABL | (70,000) | (76,000) | |
Proceeds from borrowings on ABL | 70,000 | 28,000 | |
Repayment of Senior Notes | (153,054) | (5,500) | |
Payment of issuance costs from warrant exchange | (1,504) | (774) | |
Proceeds from issuance of Common Stock from exercise of warrants | 209 | 80 | |
Proceeds from issuance of Common Stock from exercise of options | 1,396 | 225 | |
Payment of deferred financing costs | (5,194) | ||
Taxes paid related to net share settlement of equity awards | (6,818) | (121) | (99) |
Net cash used in financing activities | (166,369) | (7,098) | (52,271) |
Effect of exchange rate changes on cash and cash equivalents | 4 | (19) | 14 |
Net increase (decrease) in cash and cash equivalents | (77,744) | 158,267 | 16,427 |
Cash and cash equivalents - beginning of year | 181,673 | 23,406 | 6,979 |
Cash and cash equivalents - end of year | 103,929 | 181,673 | 23,406 |
Supplemental Cash Flow Information: | |||
Cash paid for interest, net of amounts capitalized | 29,273 | 32,653 | 33,766 |
Income taxes paid, net of refunds received | 5,973 | 4,865 | 765 |
Decrease in accrued capital expenditures | 1,864 | 862 | |
Decrease in accrual of issuance costs from warrant exchange | 1,504 | ||
Operating lease liabilities arising from obtaining operating lease assets | (10,197) | (32,501) | |
Non-cash investing and financing activity: | |||
Non-cash capital contribution - warrant liabilities from warrant exchange | 23,598 | ||
Non-cash change in accrued issuance costs from warrant exchange | (1,504) | ||
Non-cash change in accrued capital expenditures | (129) | ||
Non-cash change in finance lease obligations | $ (1,632) | $ (1,881) | $ (1,780) |
Organization and Nature of Oper
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 natural resources development and government sectors principally located in the West Texas, South Texas, New Mexico, and Midwest regions. The Company, whose securities are listed on the Nasdaq Capital Market, together with its wholly owned subsidiaries, Topaz Holdings LLC, a Delaware limited liability company (“Topaz”), and Arrow Bidco, LLC, a Delaware limited liability company (“Arrow Bidco”), serve as the holding companies for the businesses of Target Logistics Management, LLC and its subsidiaries (“Target” or “TLM”) and RL Signor Holdings, LLC (“Signor”). TDR Capital LLP (“TDR Capital” or “TDR”) indirectly 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 who purchased the shares of Platinum Eagle in a private placement transaction, and other public shareholders. 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”). 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. 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. Receivables and Allowances for Credit Losses 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 credit losses. The allowance for credit losses is based upon the amount of losses expected to be incurred in the collection of these accounts pursuant to the guidance outlined in ASU 2016-13, Financial Instruments – Credit Losses (ASU 2016-13, Topic 326, or ASC 326 Years Ended December 31, 2023 2022 2021 Balances at Beginning of Year $ 4 $ 43 $ 2,977 Adoption of ASC 326 268 - - Provision for credit losses 599 1,052 1,877 Recoveries (55) (645) (247) Write-offs (266) (446) (4,564) Balances at End of Year $ 550 $ 4 $ 43 Provision for credit losses, 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 $5.5 million and $8.6 million at December 31, 2023 and 2022, respectively, primarily consist of insurance, taxes, rent, deposits and permits. Prepaid insurance, rent, and permits are amortized over the related term of the respective agreements. Prepaid taxes are recognized as expense over the related future tax period. Other assets of approximately $4 million and $3.9 million at December 31, 2023 and 2022, respectively, primarily consist of $1.9 million and $1.9 million of deposits as of December 31, 2023 and 2022, respectively, and $2.1 million and $2.0 million of hospitality inventory as of December 31, 2023 and 2022, 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. For the year ended December 31, 2023, the Company had one customer who accounted for 62% of revenues. The largest customer accounted for 45% of accounts receivable, while no other customer accounted for more than 10% of the accounts receivable balance as of December 31, 2023. For the year ended December 31, 2022, the Company had two customers representing 60.6% and 11.1% of total revenues, respectively. The largest customers accounted for 12% and 11% of accounts receivable, respectively, at December 31, 2022. For the year ended December 31, 2021, the Company had two customers representing 34.7% and 18.9% of total revenues, respectively. Major suppliers are defined as those individually comprising more than 10.0% of the annual goods purchased. For the years ended December 31, 2023, 2022 and 2021, the Company had one major supplier representing 16.8%, 13.4%, and 15.3% of goods purchased, respectively. We provide services almost entirely to customers in the government and natural resource development sectors 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 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 finance 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 finance 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 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 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, 2023, 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 Facility discussed in Note 8. 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 issuances of the 2024 Senior Secured Notes and the 2025 Senior Secured Notes discussed in Note 8. The Company presents unamortized deferred financing costs as a direct deduction from the principal amount of the 2024 Senior Secured Notes and the 2025 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 issuances of the 2024 Senior Secured Notes and the 2025 Senior Secured Notes discussed in Note 8 and are recorded as direct deductions to the principal amount of the 2024 Senior Secured Notes and the 2025 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. Finance and Operating Leases The Company determines if a contract is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Expense for these short-term leases is recognized on a straight-line basis over the lease term. For leases with an initial term greater than 12 months, the Company records a right-of-use (“ROU”) asset and a corresponding lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease obligations represent the Company’s obligation to make fixed lease payments as stipulated by the lease. The Company has elected the lessee practical expedient to make an accounting policy election by class of underlying asset to not separate non-lease components from lease components and instead to account for each separate lease component and non-lease components associated with that lease component as a single lease component. As a lessee in a lease contract, the Company recognizes a ROU asset and a lease liability on the consolidated balance sheet. The Company is a lessee in a variety of lease contracts, such as land, building, real estate, modular units, equipment and vehicle leases. The Company classifies its leases as either an operating lease or a finance lease based on the principle of whether or not the lease is effectively a financed purchase of the leased asset. For operating leases, the Company recognizes lease expense on a straight-line basis over the term of the lease. For finance leases, the Company recognizes lease expense using the effective interest method, which results in the interest component of each lease payment being recognized as interest expense and the lease right-of-use asset being amortized into other depreciation and amortization expense in the accompanying consolidated statement of comprehensive income (loss) using the straight-line method over the term of the lease. Operating lease obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”) based on information available at the commencement date in determining the present value of lease payments over the lease term. The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company determined its IBR for each lease by using the IBR in effect as of the start of the quarter of the lease commencement date. In order to estimate the Company’s IBR, the Company first looks to its own unsecured debt offerings, and adjusts the rate for both length of term and secured borrowing using available market data as well as consultations with leading national financial institutions that are active in the issuance of both secured and unsecured notes. Operating ROU assets are recognized at the lease commencement date, and include the amount of the initial operating lease obligation, any lease payments made at or before the commencement date, excluding any lease incentives received, and any initial direct costs incurred. For leases that have extension options that the Company can exercise at its discretion, management uses judgment to determine if it is reasonably certain that the Company will in fact exercise such option. If the extension option is reasonably certain to occur, the Company includes the extended term’s lease payments in the calculation of the respective lease liability. Certain lease contracts may include an option to purchase the leased property, which is at the Company's sole discretion. None of the Company’s leases contain any material residual value guarantees or material restrictive covenants. The Company reviews its right-of-use assets for indicators of impairment. If such assets are considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment loss is recognized. The impairment loss recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Based on the Company’s review, no operating or finance lease ROU assets were impaired during 2022 or 2023. The Company's leases include a base lease payment, which is recognized as lease expense on a straight-line basis over the lease term. In addition, certain of the Company's leases may include an additional lease payment for items such as common area maintenance, real estate taxes, utilities, operating expenses, insurance, personal property expense, or other related charges all of which are recognized as variable lease expense, when incurred, in the consolidated statement of comprehensive income (loss). The variable lease expense incurred by the Company was not based on an index or rate. Lessor Perspective: Refer to Notes 13 and 14 for additional lease disclosures. 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 expected 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 $2.4 million and $2.2 million as of December 31, 2023 and 2022, 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, $0.2 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, 2023, 2022 and 2021, 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 operating leases under the authoritative guidance for leases (“ASC 842”) and are recognized as income is earned over the term of the lease agreement. Upon lease commencement, the Company evaluates leases to determine if they meet criteria set forth in lease accounting guidance for classification as sales-type leases or direct financing leases; if a lease meets none of these criteria, the Company classifies the lease as an operating lease. As previously mentioned, the arrangements that contain a lease of the Company’s lodging facilities are accounted for as operating leases, whereby the underlying asset remains on our balance sheet and is depreciated consistently with other owned assets, with income recognized as it is earned over the term of the lease agreement. For contracts that contain both a lease component and a services or non-lease component, the Company has adopted an accounting policy to account for and present the lease component under ASC 842 and the non-lease component under the authoritative guidance for revenue recognition (“ASC 606” or “Topic 606”). Refer to Note 2 for the breakout of revenue under each standard. The Company recognizes minimum rents on operating leases over the term of the customer operating lease. A lease term commences when: (1) the customer has control of the leased space (legal right to use the property); and (2) the Company has delivered the premises to the customer as required under the terms of the lease. The term of a lease includes the noncancellable periods of the lease along with periods covered by: (1) a customer option to extend the lease if the customer is reasonably certain to exercise that option; (2) a customer option to terminate the lease if the customer is reasonably certain not to exercise that option; and (3) an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the Company as the lessor. When assessing the expected lease end date, judgment is required in contemplating the significance of: any penalties a customer may incur should it choose not to exercise any existing options to extend the lease or exercise any existing options to terminate the lease; and economic incentives for the customer in the lease. Furthermore, when assessing the expected end date of a contract under ASC 606 with an extension option, judgment is required to determine whether the option contains a material right. Because performance obligations related to specialty rental and hospitality services are satisfied over time, the majority of our revenue is recognized evenly over the contractual term of the arrangement, based on a contractual fixed minimum amount and defined period of performance. Some 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 multiple 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. Cost of services includes labor, food, utilities, supplies, leasing and other direct costs associated with operating the lodging units as well as repair and maintenance expenses. Cost of rental includes leasing costs, utilities, and other direct costs of maintaining the lodging units. Costs associated with contracts include sales commissions which are expensed as incurred and reflected in selling, general and administrative expenses 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 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 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 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | 2. Revenue Total revenue under contracts recognized under ASC 606 was approximately $365.6 million for the year ended December 31, 2023, while $198 million was specialty rental income subject to the guidance of ASC 842 for the year ended December 31, 2023. Total revenue under contracts recognized under ASC 606 was $333.7 million for the year ended December 31, 2022, while $168.3 million was specialty rental income subject to the guidance of ASC 842 for the year ended December 31, 2022. Total revenue under contracts recognized under ASC 606 was $214.4 million for the year ended December 31, 2021, while $76.9 million was specialty rental income subject to the guidance of ASC 842 for the year ended December 31, 2021. The following table disaggregates our services and construction fee income revenues by our two reportable segments as well as the All Other category: HFS – South, Government, and All Other for the years indicated below: For the Years Ended December 31, 2023 2022 2021 HFS – South Services income $ 142,666 $ 126,135 $ 108,183 Total HFS – South revenues 142,666 126,135 108,183 Government Services income $ 211,753 $ 198,249 $ 88,115 Total Government revenues 211,753 198,249 88,115 All Other Services income $ 11,208 $ 9,318 $ 6,835 Construction fee income - - 11,294 Total All Other revenues 11,208 9,318 18,129 Total services and construction fee income revenues $ 365,627 $ 333,702 $ 214,427 Refer to Note 20 – Business Segments, for a discussion of the change in our reportable segments, which was applied to all comparison periods, including for the above table. 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 All Other category 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, 2023, there are no unrecognized deferred revenue amounts or costs for incomplete projects related to this contract following such termination. During the year ended December 31, 2022, the Company executed a contract with our NP Partner related to the Government segment that became effective on May 16, 2022, which represented a significantly expanded lease and services agreement (“Expanded Humanitarian Contract”) to provide enhanced infrastructure and comprehensive facility services that support the critical hospitality solutions the Company provides to the NP Partner and the U.S. Government in their humanitarian aid missions. The Expanded Humanitarian Contract provided for a significant scope expansion and resulted in an advanced payment for the community build-out, and mobilization of asset activities related to the community expansion. The advanced payment was determined to be related to future services to be amortized to revenue over the estimated term of the Expanded Humanitarian Contract. The term of the Expanded Humanitarian Contract included an initial term of one-year through May of 2023, with an option to extend the term to November of 2023. The Expanded Humanitarian Contract contained both a lease component under ASC 842 and a services or non-lease component under ASC 606. At the commencement of the Expanded Humanitarian Contract, the Company concluded that the term of the Expanded Humanitarian Contract extended to November of 2023, as the option to extend the term to November of 2023 was reasonably certain to be exercised under ASC 842 and contained a material right under ASC 606. As such, the amortization period of the advanced payment was determined to extend to November of 2023. On May 15, 2023, the Company and the NP Partner executed a six-month extension of the Expanded Humanitarian Contract, which extended the period of performance through November 15, 2023, with an option to extend the contract an additional six months through May of 2024. As such, the Company evaluated the option to extend of revenue amortization was recognized as specialty rental income subject to the guidance of ASC 842. The option to extend the Expanded Humanitarian Contract through May of 2024 was not exercised and the Expanded Humanitarian Contract terminated on November 15, 2023. The NP Partner then executed the New PCC Contract that became effective on November 16, 2023, and includes a term with a one-year base period through November 15, 2024, with an option to extend for up to four additional one-year periods and an option to extend for up to six months upon the conclusion of the base period or any of the option periods. The New PCC Contract did not result in any advanced payments that required an assessment of the amortization period. The New PCC Contract operates with similar structure to the Company’s existing and prior government services contracts, which are centered around minimum revenue commitments. Additionally, this New PCC Contract includes occupancy-based variable services revenue that may fluctuate with active community population fluctuations. Allowance for Credit Losses The Company maintains allowances for credit losses. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. Our estimate could require a change based on changing circumstances, including changes in the economy or in the circumstances of individual customers. 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 payments for community builds, and mobilization of asset activities related to community expansions that are 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, 2023 2022 2021 Balances at Beginning of Year $ 125,519 $ 34,411 $ 18,371 Additions to deferred revenue - 172,760 127,391 Revenue recognized (120,050) (81,652) (111,351) Balances at End of Year $ 5,469 $ 125,519 $ 34,411 As of December 31, 2023, the following table discloses the estimated revenues under ASC 606 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, 2024 2025 2026 Total Revenue expected to be recognized as of December 31, 2023 $ 117,303 $ 20,207 $ 14,328 $ 151,838 The Company applied some of the practical expedients in ASC 606, including the “right to invoice” practical expedient, and does not disclose consideration for remaining performance obligations for contracts without minimum revenue commitments or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Due to the application of these practical expedients as well as excluding rental income revenue subject to the guidance included in ASC 842, 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. |
Specialty Rental Assets, Net
Specialty Rental Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Specialty Rental Assets, Net | |
Specialty Rental Assets, Net | 3. Specialty Rental Assets, Net Specialty rental assets, net at the dates indicated below consisted of the following: December 31, December 31, 2023 2022 Specialty rental assets $ 751,181 $ 698,095 Construction-in-process 3,665 4,653 Less: accumulated depreciation (405,782) (345,619) Specialty rental assets, net $ 349,064 $ 357,129 There were no specialty rental assets under finance lease as of as of December 31, 2023 and 2022, 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, 2023, the Company disposed of assets with accumulated depreciation of approximately $8.7 million along with the related gross cost of approximately $9.1 million. These disposals were primarily associated with fully depreciated asset retirement costs as well as a sale of assets. These asset disposals resulted in disposal costs of approximately $1.2 million and a net loss on the sales and disposal of assets of approximately $0.2 million (net of sale proceeds of approximately $0.2 million) and is reported within other expense, net in the accompanying consolidated statement of comprehensive income for the year ended December 31, 2023. In September of 2022, the Company purchased land and specialty rental assets (modular units, site work, and furniture & fixtures) for approximately $22.3 million, of which approximately $18.7 million is included within this assets group, to support growth of the Government segment discussed in Note 20, which was funded by cash on hand. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land and specialty rental assets as noted above. No personnel were assumed as a part of this transaction. In January of 2023, the Company purchased a group of assets consisting of land, specialty rental assets (modular units, site work, and furniture & fixtures) and intangibles for approximately $18.6 million, of which approximately $13.2 million is included within this asset group, to support growth of the HFS – South segment discussed in Note 20, which was funded by cash on hand. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible and intangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land, specialty rental assets and intangible assets. In April of 2023, the Company purchased a group of assets consisting of land and specialty rental assets (modular units, site work, and furniture & fixtures) for approximately $5.0 million, of which approximately $4.6 million is included within this asset group, to support growth of the Government segment discussed in Note 20, which was funded by cash on hand. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land and specialty rental assets. |
Other Property, Plant and Equip
Other Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Property, Plant and Equipment, Net | |
Other Property, Plant and Equipment, Net | 4. 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, 2023 2022 Land $ 31,111 $ 28,483 Buildings and leasehold improvements 901 769 Machinery and office equipment 1,820 1,581 Other 8,589 7,341 42,421 38,174 Less: accumulated depreciation (7,790) (6,276) Total other property, plant and equipment, net $ 34,631 $ 31,898 Depreciation expense related to other property, plant and equipment was approximately $1.9 million, $1.5 million and $2.3 million for the years ended December 31, 2023, 2022 and 2021, 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 finance lease. The gross cost of the assets under finance lease was approximately $6.3 million and $5.0 million as of December 31, 2023 and 2022, respectively. The accumulated depreciation related to finance lease assets totaled approximately $3.8 million and $2.6 million as of December 31, 2023 and 2022, respectively. Such amounts under finance lease are included in the other category in the above table as of December 31, 2023 and 2022, respectively. In June of 2022, the Company purchased land for approximately $15.5 million to support growth of the Government segment discussed in Note 20, which was funded by cash on hand. The land is included in the other property, plant and equipment assets group in the table above. In September of 2022, the Company purchased land and specialty rental assets (modular units, site work, and furniture & fixtures) for approximately $22.3 million, of which approximately $3.6 million is included within this assets group for the land, to support growth of the Government segment discussed in Note 20, which was funded by cash on hand. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land and specialty rental assets as noted above. No personnel were assumed as a part of this transaction. In January of 2023, the Company purchased a group of assets consisting of land, specialty rental assets (modular units, site work, and furniture & fixtures) and intangibles for approximately $18.6 million, of which approximately $0.9 million is included within this asset group related to the land portion of the acquisition, to support growth of the HFS – South segment discussed in Note 20, which was funded by cash on hand. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible and intangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land, specialty rental assets and intangible assets. In April of 2023, the Company purchased a group of assets consisting of land and specialty rental assets (modular units, site work, and furniture & fixtures) for approximately $5.0 million, of which approximately $0.4 million is included within this asset group, to support growth of the Government segment discussed in Note 20, which was funded by cash on hand. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land and specialty rental assets. During 2023, the Company purchased land for approximately $1.3 million, all of which is included within this asset group, to support growth in the Government segment discussed in Note 20, which was funded by cash on hand. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Other Intangible Assets, net | |
Goodwill and Other Intangible Assets, net | 5. 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, 2021 $ 41,038 Changes in Goodwill - Balance at December 31, 2022 41,038 Changes in Goodwill - Balance at December 31, 2023 $ 41,038 In connection with our annual assessment on October 1, we performed a qualitative assessment based on information currently available in determining if it was more likely than not that the fair value of the Company’s HFS – South reporting unit was less than the carrying amount. This assessment considered various factors, including changes in the carrying value of the reporting unit, forecasted operating results, other qualitative key events and circumstances, including the macroeconomic environment, the industry, market conditions, cost factors, and events specific to the reporting unit. Based on the results of this qualitative assessment, 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. Intangible assets other than goodwill at the dates indicated below consisted of the following: December 31, 2023 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 3.9 $ 133,105 $ (83,505) $ 49,600 Non-compete agreement 4.1 349 (67) 282 Total 133,454 (83,572) 49,882 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 149,854 $ (83,572) $ 66,282 December 31, 2022 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 4.6 $ 128,907 $ (70,125) $ 58,782 Total 128,907 (70,125) 58,782 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (70,125) $ 75,182 During the year ended December 31, 2022, certain customer relationship intangible assets became fully amortized. The aggregate amortization expense for intangible assets subject to amortization was $13.4 million, $13.3 million and $14.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in other depreciation and amortization in the consolidated statements of comprehensive income (loss). In January of 2023, the Company purchased a group of assets consisting of land, specialty rental assets (modular units, site work, and furniture & fixtures) and intangibles for approximately $18.6 million, of which approximately $4.5 million is included within this intangible asset group comprised of approximately $4.2 million of customer relationships and approximately $0.3 million related to a non-compete agreement. This acquisition was completed in order to support growth of the HFS – South segment discussed in Note 20, which was funded by cash on hand. The acquisition was accounted for as an asset acquisition. The Company allocated the total purchase price to identifiable tangible and intangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land, specialty rental assets and intangible assets. The estimated aggregate amortization expense as of December 31, 2023 for each of the next five years and thereafter is as follows: 2024 $ 13,475 2025 13,475 2026 12,879 2027 8,270 2028 778 Thereafter 1,005 Total $ 49,882 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Non-Current Assets | |
Other Non-Current Assets | 6. 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, 2023 2022 Cloud computing implementation costs $ 7,428 $ 7,198 Less: accumulated amortization (6,767) (5,357) Other non-current assets $ 661 $ 1,841 The majority of 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 $1.4 million, $1.5 million, and $2.2 million for years ended December 31, 2023, 2022 and 2021, 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, 2023 | |
Accrued Liabilities. | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities as of the dates indicated below consists of the following: December 31, December 31, 2023 2022 Employee accrued compensation expense $ 9,583 $ 11,873 Other accrued liabilities 20,656 18,230 Accrued interest on debt 3,413 9,539 Total accrued liabilities $ 33,652 $ 39,642 Other accrued liabilities in the above table relates primarily to accrued utilities, real estate and sales taxes, state and federal income taxes, liability-based stock compensation awards (see Note 18), and other accrued operating expenses. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Debt | 8. Debt Senior Secured Notes 2024 On March 15, 2019, Arrow Bidco issued $340 million in aggregate principal amount of 9.50% senior secured notes due March 15, 2024 (the “2024 Senior Secured Notes”) under an indenture dated March 15, 2019 (the “2024 Notes Indenture”). The 2024 Notes Indenture was entered into by and among Arrow Bidco, the guarantors named therein (the “2024 Senior Secured Note Guarantors”), and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. Interest was payable semi-annually on September 15 and March 15 and began September 15, 2019. During the year ended December 31, 2022, the Company made an elective repayment of approximately $5.5 million on the 2024 Senior Secured Notes. On March 15, 2023, Arrow Bidco redeemed $125 million in aggregate principal amount of the outstanding 2024 Senior Secured Notes. The redemption was accounted for as a partial extinguishment of debt. Furthermore, approximately $181.4 million of 2024 Senior Secured Notes were exchanged by Arrow Bidco on November 1, 2023 for new 10.75% Senior Secured Notes due 2025 (the “2025 Senior Secured Notes”). Following this exchange and related transactions, approximately $28.1 million aggregate principal amount of 2024 Senior Secured Notes remained outstanding, which were subsequently redeemed on November 21, 2023 resulting in an outstanding balance of $0 as of December 31, 2023. Refer to the “Notes Exchange Offer” section within this Note 8 for further discussion regarding the exchange and subsequent pay off of the remaining 2024 Senior Secured Notes. Notes Exchange Offer On September 29, 2023, Arrow Bidco commenced (i) an offer to exchange (the “Notes Exchange Offer”) any and all of its outstanding 2024 Senior Secured Notes for cash and for the 2025 Senior Secured Notes and (ii) a solicitation of consents (the “Consent Solicitation”) to certain proposed amendments to the indenture governing the 2024 Senior Secured Notes. The primary purpose of the Notes Exchange Offer was to extend the maturity date of the indebtedness represented by the 2024 Senior Secured Notes from 2024 to 2025. The Notes Exchange Offer and the Consent Solicitation expired on October 30, 2023. Approximately $181.4 million of 2024 Senior Secured Notes were exchanged by Arrow Bidco on November 1, 2023 (the “Notes Exchange Offer Settlement Date”) representing a non-cash decrease in cash flows from financing activities. Additionally, in connection with the 2024 Senior Secured Notes that were exchanged, the Company paid accrued interest on the 2024 Senior Secured Notes through the Notes Exchange Offer Settlement Date of approximately $2.2 million. On the Notes Exchange Offer Settlement Date, Arrow Bidco issued approximately $181.4 million in 2025 Senior Secured Notes pursuant to an indenture, dated November 1, 2023, by and among Arrow Bidco, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “2025 Senior Secured Notes Indenture”), and paid approximately $2.7 million in cash to eligible holders whose 2024 Senior Secured Notes were accepted for exchange in the Notes Exchange Offer, which was capitalized as part of the original issue discount discussed below. The issuance of the 2025 Senior Secured Notes represented a non-cash increase in cash flows from financing activities. The exchange of a portion of the 2024 Senior Secured Notes and corresponding issuance of the 2025 Senior Secured Notes was considered a modification of debt for accounting purposes and generated approximately $3.1 million in third party transaction costs, which were expensed as incurred within selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income for the year ended December 31, 2023. Following these transactions, approximately $28.1 million aggregate principal amount of 2024 Senior Secured Notes remained outstanding, which were subsequently redeemed on November 21, 2023 resulting in an outstanding balance of $0 as of December 31, 2023. This redemption was accounted for as an extinguishment of debt. In connection with the redemption of the remaining 2024 Senior Secured Notes that were not exchanged, the Company paid off approximately $0.5 million of related accrued interest. Senior Secured Notes 2025 The 2025 Senior Secured Notes will mature on June 15, 2025; provided that if any 2024 Senior Secured Notes remain outstanding on March 15, 2024, then the 2025 Senior Secured Notes will mature on March 15, 2024 at a make-whole price. As discussed above, no 2024 Senior Secured Notes remained outstanding as of December 31, 2023. Interest on the 2025 Senior Secured Notes will accrue at 10.75% per annum, payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2024. Refer to the table below for a description of the amounts related to the 2025 Senior Secured Notes, which are recognized within long-term debt, net in the accompanying consolidated balance sheet as of December 31, 2023. December 31, 2023 Principal amount of 10.75% Senior Secured Notes, due 2025 $ 181,446 Less: unamortized original issue discount (2,619) Less: unamortized term loan deferred financing costs (734) Long-term debt, net $ 178,093 If Arrow Bidco undergoes a change of control or sells certain of its assets, Arrow Bidco may be required to offer to repurchase the 2025 Senior Secured Notes. Prior to September 15, 2024, the 2025 Senior Secured Notes will be redeemable at Arrow Bidco’s option at a redemption price equal to 100% of the principal amount, plus a customary make whole premium for the 2025 Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, up to but not including the redemption date. The customary make whole premium, with respect to the 2025 Senior Secured Notes on any applicable redemption date, as calculated by Arrow Bidco, is the greater of (1) 1.00% of the then outstanding principal amount of the Note; and (2) the excess of (a) the present value at such redemption date of (i) the redemption price at September 15, 2024 plus (ii) all required interest payments due on the 2025 Senior Secured Note through September 15, 2024, excluding accrued but unpaid interest to the redemption date, in each case, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of the 2025 Senior Secured Notes. On and after September 15, 2024, Arrow Bidco, at its option, may redeem any outstanding 2025 Senior Secured Notes, in whole or in part, upon not less than fifteen (15) nor 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 prices (expressed as percentages of the principal amount of the 2025 Senior Secured Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to but not including the applicable redemption date (subject to the right of 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 6-month period beginning on the dates set forth below at the redemption prices listed below: Redemption Date Price September 15, 2024 102.000% March 15, 2025 and thereafter 101.000% The 2025 Senior Secured Notes are unconditionally guaranteed by Topaz and each of Arrow Bidco’s direct and indirect wholly-owned domestic subsidiaries (collectively, the “2025 Note Guarantors”). Target Hospitality is not an issuer or a guarantor of the 2025 Senior Secured Notes. The 2025 Note Guarantors are either borrowers or guarantors under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any 2025 Note Guarantor, such 2025 Note Guarantor is also released from obligations under the 2025 Senior Secured Notes. These guarantees are secured by a second priority security interest in substantially all of the assets of Arrow Bidco and the 2025 Note Guarantors (subject to customary exclusions). The guarantees of the 2025 Senior Secured 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 2025 Senior Secured Notes Indenture contains covenants that limit Arrow Bidco’s and its subsidiaries’ ability to, among other things, (i) incur or guarantee additional debt and issue certain types of stock, (ii) create or incur certain liens, (iii) make certain payments, including dividends or other distributions, (iv) prepay or redeem junior debt, (v) make certain investments or acquisitions, including participating in joint ventures, (vi) engage in certain transactions with affiliates and (vii) sell assets, consolidate or merge with or into other companies. These covenants are subject to a number of important limitations and exceptions. In addition, upon the occurrence of specified change of control events, Arrow Bidco must offer to repurchase the 2025 Senior Secured Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, but excluding, the applicable repurchase date. The 2025 Senior Secured Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding 2025 Senior Secured Notes to be due and payable immediately. Arrow Bidco’s ultimate parent, Target Hospitality, has no significant independent assets or operations except as included in the guarantors of the 2025 Senior Secured Notes, the guarantees under the 2025 Senior Secured Notes are full and unconditional and joint and several, and any subsidiaries of Target Hospitality that are not subsidiary guarantors of the 2025 Senior Secured 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. In connection with the issuance of the 2025 Senior Secured Notes, there was an original issue discount of $2.7 million and the unamortized balance of $2.6 million is presented on the face of the consolidated balance sheet as of December 31, 2023 as a reduction of the principal. The discount is amortized over the life of the 2025 Senior Secured Notes using the effective interest method. Finance Lease and Other Financing Obligations The Company’s finance lease and other financing obligations as of December 31, 2023 consisted of $2.4 million of finance leases. The finance leases pertain to leases entered into during 2017 through 2023, for commercial-use vehicles with 36-month terms (and continue on a month-to-month basis thereafter) expiring through 2026. Refer to Note 13 for further discussion of finance leases, including the weighted average discount rate applicable to these finance leases. The Company’s finance lease and other financing obligations as of December 31, 2022, primarily consisted of $2.2 million of finance leases related to commercial-use vehicles with the same terms as described above. ABL Facility On March 15, 2019 (the “Closing Date”), Topaz, Arrow Bidco, Target, Signor and each of their domestic subsidiaries entered into an ABL credit agreement that provided for a senior secured asset based revolving credit facility in the aggregate principal amount of up to $125 million (the “ABL Facility”), which was increased to $175 million with the Third Amendment discussed below. The historical debt of Arrow Bidco, Target and their respective subsidiaries under the Algeco ABL Facility was settled on March 15, 2019. During the year ended December 31, 2022, $70 million was drawn and $70 million was repaid on the ABL Facility resulting in an outstanding balance of $0 as of December 31, 2022. During the year ended December 31, 2023, no amounts were drawn or repaid In accordance with the First Amendment to the ABL Facility on February 1, 2023 (the “First Amendment”), the reference interest rate for LIBOR borrowings changed from LIBOR to Term SOFR (commencing as of the effective date of the First Amendment). Borrowings under the ABL Facility, at the relevant borrower’s (the borrowers under the ABL Facility, the “Borrowers”) option, bear interest at either (1) Term SOFR or (2) a base rate, in each case plus an applicable margin. The applicable margin is 4.25% to 4.75% with respect to Term SOFR borrowings and 3.25% to 3.75% with respect to base rate borrowings based on achieving certain excess availability levels. The rates of the applicable margin were determined in connection with the Third Amendment to the ABL Facility on October 12, 2023 (the “Third Amendment”). Pursuant to the Third Amendment, the ABL Facility provides borrowing availability of an amount equal to the lesser of (a) $175 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 $25 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 $25 million plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility. As a result of the First Amendment, the termination date of the ABL Facility was extended from September 15, 2023 to February 1, 2028, which extended termination date was subject to a springing maturity that would have accelerated the maturity of the ABL Facility. On August 10, 2023, Arrow Bidco and certain of the Company’s other subsidiaries entered into a second amendment (the “Second Amendment”) to the ABL Facility. The Second Amendment amended the ABL Facility to, among other things, modify the springing maturity that would have accelerated the maturity of the ABL Facility if any of the 2024 Senior Secured Notes remained outstanding from the date that was six months prior to the stated maturity date thereof to the date that was ninety-one days prior to the stated maturity date thereof. Finally, the Third Amendment amended the ABL Facility to, among other things, set the termination date of the ABL Facility to February 1, 2028, subject to springing maturity triggers that will accelerate the maturity of the ABL Facility if: (i) any of the 2024 Senior Secured Notes remain outstanding on the date that is ninety-one days prior to the stated maturity date thereof or (ii) any of the 2025 Senior Secured Notes remain outstanding on the date that is ninety-one days prior to the stated maturity date thereof. 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 Arrow 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, Arrow 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). As stated in the Third Amendment, the ABL Facility requires the Borrowers to maintain a (i) minimum fixed charge coverage ratio of not less than 1.00:1.00 and (ii) maximum total leverage ratio of 2.50:1.00. 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, 2023 2022 Finance lease and other financing obligations (Note 13) $ 2,393 $ 2,223 10.75% Senior Secured Notes due 2025, face amount 181,446 — Less: unamortized original issue discount (2,619) — Less: unamortized term loan deferred financing costs (734) — 9.50% Senior Secured Notes due 2024, face amount — 334,500 Less: unamortized original issue discount — (971) Less: unamortized term loan deferred financing costs — (4,681) Total debt, net 180,486 331,071 Less: current maturities (1,369) (1,135) Total long-term debt $ 179,117 $ 329,936 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, including the components of interest expense, net on the 2024 and 2025 Senior Secured Notes (collectively, the “Notes”): For the Years Ended December 31, 2023 2022 2021 Interest incurred on finance lease and other financing obligations $ 212 $ 72 $ 58 Interest expense incurred on ABL Facility and Notes 22,935 33,464 33,670 Amortization of deferred financing costs on ABL Facility and Notes 2,881 4,605 4,338 Amortization of original issue discount on Notes 750 711 638 Interest capitalized — (983) — Interest income (4,139) (1,546) — Interest expense, net $ 22,639 $ 36,323 $ 38,704 Deferred Financing Costs and Original Issue Discount In connection with the Notes Exchange Offer and issuance of the 2025 Senior Secured Notes in 2023, the Company incurred and deferred approximately $0.8 million of deferred financing costs and approximately $2.7 million of original issue discount, which are included in the carrying value of the 2025 Senior Secured Notes as of December 31, 2023. 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 2024 Senior Secured Notes in 2019, which are included in the carrying value of the Notes as of December 31, 2022. The Company presents unamortized deferred financing costs and unamortized original issue discount as a direct deduction from the principal amount of the 2025 Senior Secured Notes and the 2024 Senior Secured Notes on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Accumulated amortization expense related to the deferred financing costs was approximately $13.5 million and $11.2 million as of December 31, 2023 and 2022, respectively. Accumulated amortization of the original issue discount was approximately $3.1 million and $2.3 million as of December 31, 2023 and 2022, respectively. As previously mentioned, the partial redemption of the 2024 Senior Secured Notes on March 15, 2023 was accounted for as a partial extinguishment of debt and consequently, a portion of the unamortized deferred financing costs and unamortized original issue discount were expensed through loss on extinguishment of debt on the consolidated statement of comprehensive income as of the prepayment date. The Company recognized a charge of approximately $1.7 million in loss on extinguishment of debt related to the write-off of unamortized deferred financing costs and unamortized original issue discount during the first quarter of 2023. As previously mentioned, the exchange of a portion of the 2024 Senior Secured Notes and the issuance of the 2025 Senior Secured Notes on November 1, 2023 was accounted for as a modification of debt and consequently, the unamortized deferred financing costs and unamortized original issue discount at the time of the modification of approximately $1.0 million associated with the portion of 2024 Senior Secured Notes that were exchanged for the 2025 Senior Secured Notes will be deferred and amortized over the term of the 2025 Senior Secured Notes. Alternatively, the remaining unamortized deferred financing costs and unamortized original issue discount associated with the portion of the 2024 Senior Secured Notes that were redeemed on November 21, 2023 (not exchanged) were expensed through loss on extinguishment of debt on the consolidated statement of comprehensive income as of the redemption date. The Company recognized a charge of approximately $0.2 million in loss on extinguishment of debt related to the write-off of unamortized deferred financing costs and unamortized original issue discount during 2023 related to the Notes Exchange Offer and the redemption of the remaining balance of the 2024 Senior Secured Notes on November 21, 2023. The Company also incurred deferred financing costs associated with the ABL Facility in the amount of approximately $6.1 million and $3.9 million, which are capitalized and presented on the consolidated balance sheets as of December 31, 2023 and 2022, respectively, 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. In connection with the First Amendment, which was considered a modification for accounting purposes, any unamortized deferred financing costs from the ABL Facility that pertained to non-continuing lenders were expensed through loss on extinguishment of debt on the consolidated statement of comprehensive income as of the amendment date. As such, the Company recognized a charge of approximately $0.4 million in loss on extinguishment of debt related to the write-off of unamortized deferred financing costs pertaining to non-continuing lenders during the first quarter of 2023. As the borrowing capacity of each of the continuing lenders on the amended ABL Facility was greater than the borrowing capacity of the ABL Facility before the amendment, the unamortized deferred financing costs at the time of the modification of approximately $0.4 million associated with the continuing lenders was deferred and amortized over the remaining term of the ABL Facility. Additionally, the Company incurred and paid approximately $1.4 million and $1.0 million of deferred financing costs as a result of the First Amendment and Third Amendment, respectively, which are capitalized and presented on the consolidated balance sheet as of December 31, 2023 within deferred financing costs revolver, net. These costs are amortized over the contractual term of the line-of-credit through the maturity date using the straight-line method. Accumulated amortization related to revolver deferred financing costs for the ABL Facility was approximately $5.3 million and $4.8 million as of December 31, 2023 and 2022, respectively. Refer to the components of interest expense table in Note 8 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, 2023, 2022 and 2021, respectively. Future maturities The aggregate annual principal maturities of debt and finance lease obligations for each of the next five years, based on contractual terms are listed in the table below. Refer to Note 13 for additional information on our finance lease obligations, including contractual terms. The schedule of future maturities as of December 31, 2023 consists of the following: 2024 $ 1,369 2025 182,285 2026 185 Total $ 183,839 |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
Warrant Liabilities | 9. 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 its initial 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 Platinum Eagle’s initial public offering and was held in the Trust Account until the formation of the Company on March 15, 2019. 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 formation of the Company on March 15, 2019, 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 ($9.1) million, $31.7 million, and $1.1 million during the years ended December 31, 2023, 2022, and 2021, respectively. On December 22, 2022, holders exchanged 3,800,000 Private Warrants for shares of Common Stock resulting in the estimated fair value of these exchanged Private Warrants being reclassified to additional paid-in-capital within the stockholders’ equity section in the accompanying consolidated balance sheet as more fully discussed in the “Warrant Exchange” section included in Note 17. As of December 31, 2023 and 2022, the Company had 1,533,334 Private Warrants issued and outstanding, respectively, which expire on March 15, 2024. As of December 31, 2023, the Private Warrants were classified as current warrant liabilities in the accompanying consolidated balance sheet. The Company determined the following estimated fair values for the outstanding Private Warrants as of the dates indicated below: December 31, December 31, 2023 2022 Warrant liabilities $ 675 $ 9,737 Total $ 675 $ 9,737 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The components of the provision for income taxes are comprised of the following for the years ended December 31: 2023 2022 2021 Domestic Current $ 13,147 $ 2,488 $ 1,365 Deferred 37,903 29,882 469 Foreign Current — — 70 Deferred — — — Total income tax expense $ 51,050 $ 32,370 $ 1,904 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: 2023 2022 2021 Statutory income tax expense (benefit) $ 47,198 $ 22,325 $ (561) State tax expense 3,956 2,797 1,120 Effect of tax rates in foreign jurisdictions (46) (28) 30 Change in fair value of warrant liabilities (1,903) 6,664 224 Valuation allowances 510 310 452 Compensation 306 383 500 Other 1,029 (81) 139 Reported income tax expense $ 51,050 $ 32,370 $ 1,904 Income tax expense was $51.1 million, $32.4 million and $1.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The effective tax rate for the years ended December 31, 2023, 2022, and 2021 was 22.7% , 30.4% and (71.3)% , respectively. The fluctuation in the rate for the years ended December 31, 2023, 2022 and 2021, respectively, results primarily from the relationship of year-to-date income (loss) before income tax, the fluctuation in the permanent add-back related to the change in fair value of warrant liabilities on the Company’s warrants, the impact of state tax expense based off of gross receipts, and a compensation deduction limitation during each of the years ended December 31, 2023, 2022 and 2021. 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: 2023 2022 Deferred tax assets (liabilities) Stock-based compensation $ 3,191 $ 4,793 Deferred revenue 1,216 1,621 Intangible assets 8,859 9,157 Tax loss carryforwards 2,588 30,649 Operating lease obligations 4,437 5,152 Interest carryforwards - 4,997 Other - net 727 23 Deferred tax assets gross 21,018 56,392 Valuation allowance (5,023) (4,486) Net deferred income tax asset 15,995 51,906 Deferred tax liabilities Rental equipment and other plant, property and equipment (63,536) (60,771) Operating lease right-of-use assets (4,297) (5,955) Software (95) (352) Prepaid expenses (1,141) - Deferred tax liability (69,069) (67,078) Net deferred income tax liability $ (53,074) $ (15,172) Tax loss carryovers for foreign income tax purposes totaled approximately $9 million at December 31, 2023 as shown in the below table. Approximately $9 million of these foreign income tax loss carryovers expire between 2024 and 2044. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. A allowance has been established against the deferred tax assets to the extent it is not more likely than not they will be realized. Valuation 2023 Expiration Allowance Canada $ 8,432 2032-2044 100 % Mexico 546 2024-2033 100 % Total $ 8,978 Unrecognized Tax Positions No amounts have been accrued for uncertain tax positions as of December 31, 2023 and 2022. 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, 2023 and 2022 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 the statute of limitations for assessing additional taxes, which generally ranges from two to five years . Therefore, as of December 31, 2023, tax years for 2017 through 2023 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, 2023 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 11. 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, 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 Facility 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, 2023 December 31, 2022 Financial Assets (Liabilities) Not Measured at Fair Value Carrying Amount Fair Value Carrying Amount Fair Value ABL Facility (See Note 8) - Level 2 $ — $ — $ — $ — Senior Secured Notes (See Note 8) - Level 1 $ (178,093) $ (187,797) $ (328,848) $ (335,403) Recurring fair value measurements Level 3 Disclosures: There were 1,533,334 Private Warrants outstanding as of December 31, 2023 and 2022, respectively. Based on the fair value assessment that was performed, the Company determined a fair value price per Private Warrant of $0.44 and $6.35 as of December 31, 2023 and 2022, 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, 2023 2022 Exercise Price $ 11.50 $ 11.50 Stock Price $ 9.73 $ 15.14 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 0.20 1.20 Risk-Free Interest Rate % 5.31 % 4.56 Expected Volatility % 56.00 % 70.00 Per Share Value of Warrants $ 0.44 $ 6.35 The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2022: Private Placement Warrants Balance at December 31, 2021 $ 1,600 Change in fair value of warrant liabilities 31,735 Additional paid-in-capital reclass for warrant exchange (Note 17) (23,598) Balance at December 31, 2022 $ 9,737 The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2023: Private Placement Warrants Balance at December 31, 2022 $ 9,737 Change in fair value of warrant liabilities (9,062) Balance at December 31, 2023 $ 675 There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 12. 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. Refer to Note 13 for disclosure regarding future minimum lease payments over the next five years at December 31, 2023, by year and in the aggregate, under non-cancelable operating leases. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 13. Leases Lessee Accounting The Company has both finance and operating leases. The finance leases are solely comprised of the Company’s commercial-use vehicles, maturing in dates ranging from 2024 to 2026, including expected renewal options. Including all renewal options available to the Company, the lease maturity date may extend on a month-to-month basis for an unlimited period of time. Operating leases consist of land, building, office, certain community units, and equipment leases, maturing in dates ranging from 2024 to 2027, including expected renewal options. Including all renewal options available to the Company, the lease maturity date extends to 2118. Leases were included on the Company’s consolidated balance sheet as follows: December 31, December 31, Finance Lease: 2023 2022 Right-of-use assets, net (1) $ 2,422 $ 2,313 Current portion of finance lease obligations (2) $ 1,369 $ 1,135 Long-term finance lease obligations (3) 1,024 1,088 Total lease obligation $ 2,393 $ 2,223 Weighted average remaining lease term 2.0 Years 2.2 Years Weighted average discount rate 10.31% 6.30% Operating Leases: Right-of-use assets, net (4) $ 19,698 $ 27,298 Current portion of operating lease obligations $ 11,914 $ 12,516 Long-term operating lease obligations 8,426 11,104 Total lease obligations (4) $ 20,340 $ 23,620 Weighted average remaining lease term 2.2 Years 2.8 Years Weighted average discount rate 8.53% 5.37% (1) Finance lease right-of-use assets, net are included in other property, plant and equipment, net on the Company's consolidated balance sheets. (2) Current portion of finance lease obligations are included in current portion of finance lease and other financing obligations on the Company's consolidated balance sheets. As of December 31, 2023 and 2022, this financial statement line item is solely comprised of the current portion of finance lease obligations given the current portion of other financing obligations is $0 . (3) Long-term finance lease obligations are included in long-term finance lease and other financing obligations on the Company's consolidated balance sheets. As of December 31, 2023 and 2022, this financial statement line item is solely comprised of the long-term finance lease obligations given the long-term other financing obligations is $0 . (4) The difference between the operating lease right-of-use assets, net and operating lease obligations, current and long-term, as of December 31, 2022 primarily relates to approximately $3.7 million of unamortized prepaid delivery and installation costs that were paid at or before lease commencement and capitalized to the right-of-use assets in accordance with ASC 842. The components of lease expense were as follows: 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 1,454 $ 2,647 Interest on lease obligations 212 72 Total finance lease cost $ 1,666 $ 2,719 Operating lease cost $ 18,921 $ 11,927 Short-term lease cost $ 222 $ 8,308 Variable lease cost (1) $ 2,493 $ 1,789 (1) Consists primarily of common area maintenance, real estate taxes, utilities, operating expenses and insurance for real estate leases; insurance and personal property expense for equipment leases; and certain vehicle related charges for finance leases. For 2023, the amount of variable lease costs disclosed above also includes approximately $0.1 million of lease costs related to base rent associated with long-term immaterial leases with a present value of total minimum lease payments less than $25,000 with an average remaining lease term of approximately 1.4 years as of December 31, 2023. For 2022, the amount of variable lease costs disclosed above also includes approximately $0.3 million of lease costs related to base rent associated with long-term immaterial leases with a present value of total minimum lease payments less than $25,000 and long-term leases that terminated within 3 months of the implementation date (January 1, 2022) with an average lease term of approximately 1.6 years as of the implementation date. Supplemental cash flow information related to leases was as follows: 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 212 $ 72 Operating cash flows from operating leases (1) $ 14,602 $ 15,605 Financing cash flows from finance leases $ 1,404 $ 1,008 (1) For 2022, includes approximately $5.9 million of prepaid delivery and installation costs that were paid at or before lease commencement and capitalized to the right-of-use assets in accordance with ASC 842. For 2023, includes approximately $1.1 million of interest, while 2022 includes approximately $1.0 million of interest. Future maturities of the Company’s finance and operating lease obligations at December 31, 2023 were as follows: Finance Lease Operating Leases 2024 $ 1,432 $ 12,518 2025 975 5,429 2026 253 3,283 2027 - 608 Total lease payments 2,660 21,838 Less: interest (1) (267) (1,498) Present value of lease obligations $ 2,393 $ 20,340 (1) Calculated using the appropriate discount rate for each lease. Rent expense included in services costs in the consolidated statement of comprehensive income (loss) for cancelable and non-cancelable operating leases was $13.9 million for the year ended December 31, 2021. Rent expense included in the selling, general, and administrative expenses in the consolidated statement of comprehensive income (loss) for cancelable and non-cancelable operating leases was $0.4 million for the year ended December 31, 2021. |
Rental Income
Rental Income | 12 Months Ended |
Dec. 31, 2023 | |
Rental Income | |
Rental Income | 14. Rental Income Lessor Accounting Certain arrangements contain a lease of lodging facilities (“Lodges”) to customers. Rental income from these leases for 2023, 2022 and 2021 was approximately $198.0 million, $168.3 million and $76.9 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, 2023 for each of the next five years is as follows: 2024 $ 115,448 2025 34,300 2026 25,657 Total $ 175,405 The leased assets consists primarily of specialty rental assets with a gross cost of approximately $209.2 million and $199.8 million as of December 31, 2023 and 2022, respectively, with accumulated depreciation of approximately $113.9 million and $90.8 million as of December 31, 2023 and 2022, respectively. The leased assets have a balance net of accumulated depreciation of approximately $95.3 million and $109.0 million as of December 31, 2023 and 2022, respectively, and are included within specialty rental assets, net in the accompanying consolidated balance sheets. Such assets are depreciated consistent with the depreciation methods discussed in Note 1 for specialty rental assets. The corresponding depreciation expense was $23.1 million in 2023, $14.0 million in 2022, and $15.7 million in 2021 and is recognized within depreciation of specialty rental assets in the accompanying consolidated statements of comprehensive income (loss). |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties | |
Related Parties | 15. Related Parties During the years ended December 31, 2023, 2022 and 2021, respectively, the Company incurred $0 , $0 , and $0.6 million in commissions owed to related parties, included in selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss). The underlying commission agreement driving these charges expired in 2021 and was not renewed; therefore, no amounts were accrued for these commissions on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Prior to the closing of the formation of the Company, Mr. Diarmuid Cummins (the “Advisor”) provided certain consulting and advisory services (the “Services”) to Target’s former parent and certain of its affiliated entities (collectively, “Algeco”), including Target. The Advisor was compensated for these Services by Algeco. Following the formation of the Company, 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 reimbursement income generated from this agreement for the year ended December 31, 2020 amounted to approximately $1.1 million and was included in the other expense (income), net line within the consolidated statement of comprehensive income (loss). The agreement terminated on December 31, 2020 and was not renewed; therefore, no amounts were reimbursed and no reimbursement income was recognized within the consolidated statement of comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021, respectively, and no amounts are recorded as a related party receivable on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. The related party receivable amount of approximately $1.2 million that was reported on the consolidated balance sheet as of December 31, 2020 was paid in full in March of 2021 and is reflected as an operating cash inflow and included as a component of net cash provided by operating activities within the accompanying consolidated statement of cash flows for the year ended December 31, 2021. No further income or cash flows are expected from this reimbursement arrangement. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings (Loss) per Share | |
Earnings (Loss) per Share | 16. Earnings (Loss) per Share Basic earnings (loss) per share (“EPS” or “LPS”) is calculated by dividing net income or loss attributable to Target Hospitality by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS or LPS is computed similarly to basic net earnings or loss per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. We apply the treasury stock method in the calculation of diluted earnings (loss) per share. The following table reconciles net income (loss) attributable to common stockholders and the weighted average shares outstanding for the basic calculation to the net income (loss) attributable to common stockholders and the weighted average shares outstanding for the diluted calculation for the periods indicated below ($ in thousands, except per share amounts): For the Years Ended December 31, December 31, December 31, 2023 2022 2021 Numerator Net income (loss) attributable to Common Stockholders - basic $ 173,700 $ 73,939 $ (4,576) Change in fair value of warrant liabilities (9,062) - - Net income (loss) attributable to Common Stockholders - diluted $ 164,638 $ 73,939 $ (4,576) Denominator Weighted average shares outstanding - basic 101,350,910 97,213,166 96,611,022 Dilutive effect of outstanding securities: Warrants 1,469,598 - - PSUs 500,690 466,563 - SARs 218,655 - - Stock options 494,536 518,409 - RSUs 1,285,016 1,859,610 - Weighted average shares outstanding - diluted 105,319,405 100,057,748 96,611,022 Net income (loss) per share - basic $ 1.71 $ 0.76 $ (0.05) Net income (loss) per share - diluted $ 1.56 $ 0.74 $ (0.05) 5,015,898 shares of the 8,050,000 shares of common stock held by the Founders, were placed into escrow subject to release pursuant to the terms of the earnout agreement entered into in connection with the formation of the Company by and between Harry E. Sloan, Jeff Sagansky, Eli Baker and the Company (the “Earnout Agreement”). Upon being placed into escrow, the voting and economic rights of the shares were suspended for the period they were in escrow. Given that the Founders were not entitled to vote or participate in the economic rewards available to the other shareholders with respect to these shares, these shares were not included in the basic and diluted LPS calculations for the year ended December 31, 2021. In accordance with the Earnout Agreement, as of the expiration date of the earnout period (March 15, 2022), the 5,015,898 Founder Shares in escrow had not been released and were cancelled and returned to the Company to be held in treasury. As such, these cancelled shares were reclassed from Common Stock to common stock in treasury and continued to be excluded from the computations of basic and diluted EPS for the years ended December 31, 2023 and 2022. When liability-classified warrants are in the money and the impact of their inclusion on diluted EPS is dilutive, diluted EPS also assumes share settlement of such instruments through an adjustment to net income available to common stockholders for the fair value (gain) loss on common stock warrant liabilities and inclusion of the number of dilutive shares in the denominator. The Public and Private Warrants representing 8,061,656 and 16,166,650 of the Company’s common stock for the years ended December 31, 2022 and 2021, respectively, were excluded from the computation of diluted EPS and LPS because they are considered anti-dilutive. Public and Private Warrants representing a total of 8,044,287 shares of the Company’s Common Stock for the year ended December 31, 2023 were included in the computation of diluted EPS because their effect is dilutive as noted in the above table. As discussed in Note 18, stock-based compensation awards were outstanding for the years ended December 31, 2023, 2022 and 2021, respectively. These stock-based compensation awards were excluded from the computation of diluted LPS for the year ended December 31, 2021 because their effect would have been anti-dilutive. For the year ended December 31, 2022, certain stock-based compensation awards were included in the computation of diluted EPS because their effect is dilutive as noted in the above table. For the year ended December 31, 2023, stock-based compensation awards were included in the computation of diluted EPS because their effect is dilutive as noted in the above table. However, approximately 716,025 of contingently issuable PSUs were excluded from the computation of diluted EPS for the year ended December 31, 2023 as not all necessary conditions for issuance of these PSUs were satisfied, which includes 91,025 of PSUs that did not meet all of the Company’s Diversification EBITDA and TSR criteria (see Note 18) and 625,000 of PSUs issued in 2022 that did not meet all of the specified share price thresholds as discussed in Note 18. Shares of treasury stock have been excluded from the computation of LPS and EPS. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 17. Stockholders’ Equity Common Stock As of December 31, 2023, Target Hospitality had 111,091,266 shares of Common Stock, par value $0.0001 per share issued and 101,660,601 outstanding. Each share of Common Stock has one vote, except the voting rights related to the 5,015,898 of Founder Shares that were placed in escrow were suspended subject to release pursuant to the terms of the Earnout Agreement. As of the expiration date of the earnout period (March 15, 2022), the 5,015,898 Founder Shares in escrow had not been released and were cancelled and returned to the Company to be held in treasury pursuant to the terms of the Earnout Agreement. As such, these cancelled Founder Shares were reclassed from Common Stock to common stock in treasury during the year ended December 31, 2022 as presented in the accompanying consolidated statements of changes in stockholders’ equity. 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, 2023, 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 formation of the Company. As of December 31, 2021, the Company had 10,833,316 Public Warrants issued and outstanding with the same terms as described above. During the year ended December 31, 2022, holders of Public Warrants exercised 7,101 Public Warrants for shares of Common Stock resulting in the Company receiving cash proceeds of approximately $0.1 million and issuing 7,101 shares of Common Stock. During the year ended December 31, 2022, holders exchanged 4,297,893 Public Warrants for shares of common stock as part of the Warrant Exchange discussed below. As of December 31, 2022, the Company had 6,528,322 Public Warrants issued and outstanding. During the year ended December 31, 2023, holders of Public Warrants exercised 17,369 Public Warrants for shares of Common Stock resulting in the Company receiving cash proceeds of approximately $0.2 million and issuing 17,369 shares of Common Stock. As of December 31, 2023, the Company had 6,510,953 Public Warrants issued and outstanding, which expire on March 15, 2024. Warrant Exchange On November 18, 2022, the Company commenced an offer to exchange the Public and Private Warrants for shares of its common stock in a cashless transaction (the “Warrant Exchange”). In the offer, each warrant holder had the opportunity to receive 0.37 shares of Common Stock, par value $0.0001 per share, of the Company in exchange for each warrant tendered by the holder and exchanged pursuant to the offer. The Warrant Exchange offer expired on December 16, 2022 and a total of 8,097,893 of the outstanding Public and Private Warrants were tendered and accepted for exchange, which consisted of 4,297,893 Public Warrants and 3,800,000 Private Warrants. Pursuant to the terms of the Warrant Exchange, the Company issued 2,996,201 shares of Common Stock on December 22, 2022. In lieu of issuing fractional shares of Common Stock, the Company paid $319 in cash to holders of warrants who would otherwise have been entitled to receive fractional shares, after aggregating all such fractional shares of such holder, in an amount equal to such fractional part of a share multiplied by the last sale price of a share of the Company’s Common Stock on December 16, 2022. In connection with the Warrant Exchange, the Company capitalized $2.3 million of offering expenses within additional paid-in capital in December 2022, which resulted in a reduction to additional paid-in capital. In connection with the Warrant Exchange, the 3,800,000 Private Warrants exchanged for Common Stock as discussed above, were marked to their estimated fair value of approximately $23.6 million through the Warrant Exchange closing date on December 22, 2022 with the change in the estimated fair value during the year ended December 31, 2022 recognized as change in fair value of warrant liabilities in the accompanying consolidated statement of comprehensive income (loss) for the year ended December 31, 2022. On the closing date of the Warrant Exchange, the estimated fair value of the exchanged Private Warrants of approximately $23.6 million were reclassified to additional paid-in-capital within the stockholders’ equity section from warrant liabilities, which resulted in a reduction to warrant liabilities and an increase to additional paid-in-capital in the accompanying consolidated balance sheet as of December 31, 2022. 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. On November 3, 2022, the Company’s Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $100 million of its outstanding shares of common stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations. The Company may repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and is conducted subject to the covenants in the agreements governing the Company's indebtedness. No share repurchases were made during the years ended December 31, 2023 and 2022, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | 18. Stock-Based Compensation On March 15, 2019, the Company’s board of directors approved 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 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 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 “RSU and SAR Agreements”) with respect to the granting of restricted stock units and stock appreciation rights, respectively, under the Plan. The new RSU and SAR 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). On February 24, 2022, the Compensation Committee adopted a new form Executive Restricted Stock Unit Agreement (the “RSU Agreement”) and a new form Executive Performance Stock Unit Agreement (the “PSU Agreement” and together with the RSU Agreement, the “RSU and PSU Agreements”) with respect to the granting of RSUs and PSUs, respectively, under the Plan. The new RSU and PSU Agreements will be used for all awards to executive officers made on or after February 24, 2022. 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) the RSUs will vest in four equal installments on each of the first four anniversaries of the grant date and (y) if approval by the Company’s shareholders of the proposed increase in the number of shares available for issuance under the Plan at the 2022 annual meeting of the Company’s shareholders was not received, then all payments under the RSU Agreement would have been made in cash. However, such approval to increase the number of shares available for issuance under the Plan was received at the 2022 annual meeting as noted below. Each PSU awarded under the PSU Agreement represents the right to receive one share of the Company’s Common Stock, or, at the Compensation Committee’s sole discretion, cash or part cash and part common stock with the cash amount equal to the fair market value of the common stock as of the date on which the restricted period ends. PSUs vest and become unrestricted on the third anniversary of the grant date. The number of PSUs that vest range from 0% to 150% of the Target Level (as defined in the PSU Agreement) depending upon the achievement of specified three-year cumulative operating cash flow amounts as determined based on the net cash flow from operations disclosed in the Company’s Annual Reports on Form 10-K for the period from January 1, 2022 through December 31, 2024. Vesting of PSUs is contingent upon the executive’s continued employment through the vesting date, unless the executive’s employment is terminated by reason of death, without Cause, for Good Reason, or in the event of a Change in Control (each term as defined in the Plan). On May 19, 2022, the Company’s stockholders approved an amendment to the Plan to increase the number of shares authorized under the plan by 4,000,000 shares. As a result of this, the Company reclassified all of the outstanding liability-based RSUs and PSUs from accrued liabilities and other non-current liabilities to additional paid-in capital based on the change in the ability to settle these awards in shares upon vesting as a result of the additional shares added to the Plan. The reclassified amount of these awards at the date of this change was approximately $2.4 million and is included in the accompanying consolidated statements of changes in stockholders’ equity for the year ended December 31, 2022. On May 24, 2022 and July 12, 2022, the Compensation Committee adopted another form of PSU Award Agreement with respect to awarding PSUs. The award agreement is substantially similar to the PSU agreement adopted on February 24, 2022 except for the number of PSUs that vest are determined based upon the achievement of specified share prices over the period between the grant date and June 30, 2025. Participants will earn a corresponding number of PSUs upon the achievement of specified share price thresholds, the first of which is $12.50 per share. If all Performance Goals (as defined in the Agreement) are met during the performance period then the participant will be entitled to receive a maximum number of PSUs awarded. On February 28, 2023, the Compensation Committee adopted a new form Executive RSU Agreement and a new form Executive PSU Agreement with respect to the granting of RSUs and PSUs, respectively, under the Plan. The new Award Agreements will be used for all awards to executive officers made on or after March 1, 2023. The new form Executive 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. Each PSU awarded under the new form Executive PSU Agreement represents the right to receive one share of the Company’s common stock, par value $0.0001 per share. PSUs vest and become unrestricted on the third anniversary of the grant date. The number of PSUs that vest pursuant to the new form Executive PSU Agreement is based on the Company’s Total Shareholder Return (the “TSR Based Award”) performance and the Company’s Diversification EBITDA (as defined in the new form Executive PSU Agreement) (the “Diversification EBITDA Based Award”), each measured based on the applicable Performance Period specified in the new form Executive PSU Agreement. The number of PSUs that vest pursuant to the TSR Based Award range from 0% to 200% of the Target Level (as defined in the new form Executive PSU Agreement) depending upon the achievement of a specified percentile rank during the applicable Performance Period. The number of PSUs that vest pursuant to the Diversification EBITDA Based Award range from 0% to 200% of the Target Level (as defined in the new form Executive PSU Agreement) depending upon the Company’s Qualifying EBITDA (as defined in the new form Executive PSU Agreement) during the applicable Performance Period. Vesting of PSUs is contingent upon the executive’s continued employment through the vesting date, unless the executive’s employment is terminated by reason of death, without Cause, for Good Reason, or in the event of a Change in Control (each term as defined in the Plan). Restricted Stock Units Beginning on May 21, 2019, the Compensation Committee began granting time-based RSUs to the Company’s executive officers, certain 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 Compensation Committee. These RSU awards granted to executive officers and other employees generally vest in four equal installments on each of the first four anniversaries of the grant date, except for the RSUs granted on February 25, 2021 discussed below, whereby 50% vest on the second grant date anniversary and 50% vest on the third grant date anniversary. The RSU awards granted to non-employee directors of the board, except as otherwise noted below, generally 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. The following summarizes the RSU activity during the years ended December 31, 2021, 2022, and 2023: On February 25, 2021, the Compensation Committee granted time-based RSUs to the Company’s executive officers and certain other employees. The number of RSUs granted to 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. 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. On January 3, 2022, the Compensation Committee awarded 10,861 time-based RSUs to one of the Company’s non-employee directors, which vested in full during the six months ended June 30, 2022. On February 24, 2022, the Compensation Committee awarded an aggregate of 1,085,548 time-based RSUs to the Company’s executive officers and certain other employees. On May 19, 2022, the Compensation Committee awarded an aggregate of 159,766 time-based RSUs to the Company’s non-employee directors, which vest in full on May 19, 2023 or, if earlier, the date of the first Annual Meeting of the Stockholders of the Company following the Grant Date. On September 6, 2022, the Compensation Committee awarded 4,969 time-based RSUs to an employee of the Company. For the year ended December 31, 2022, as approved by the Compensation Committee, 116,837 of the employee related vested RSUs were paid in cash in the amount of $0.4 million based on the closing price of the Company’s Common Stock on the vesting date. On March 1, 2023, the Compensation Committee awarded an aggregate of 214,901 time-based RSUs to the Company’s executive officers and certain other employees. On April 17, 2023, the Compensation Committee awarded 2,383 time-based RSUs to one of the Company’s employees. On May 18, 2023, the Compensation Committee awarded an aggregate of 57,616 time-based RSUs to certain of the Company’s non-employee directors, which vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Company following the grant date. On June 19, 2023, the Compensation Committee awarded a newly appointed non-employee director 6,875 RSUs which vest in full on May 18, 2024, or, if earlier, the date of the 2024 annual meeting of the stockholders of the Company. Due to a certain non-employee director resignation and as permitted by the Plan, effective June 19, 2023, the Board approved the accelerated vesting of 7,888 RSUs granted on May 18, 2023. On July 10, 2023, an aggregate of 6,074 time-based RSUs were awarded to certain of the Company’s employees. For the years ended December 31, 2021, 2022, and 2023, respectively, 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. The table below represents the changes in RSUs for the year ended December 31, 2023: Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2022 2,658,581 $ 2.98 Granted 287,849 15.14 Vested (1,162,729) 3.40 Forfeited (101,495) 4.91 Balance at December 31, 2023 1,682,206 $ 4.65 The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $17.7 million, $2.0 million, and $2.1 million, respectively. The weighted-average grant date fair value per RSU of RSUs granted during the years ended December 31, 2023, 2022 and 2021 was $15.14 , $3.40 , and $2.10 , respectively. RSUs granted during the years ended December 31, 2023, 2022 and 2021 were 287,849 ; 1,261,129 ; and 1,531,787 ; 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, 2023 was approximately $5.2 million, with an associated tax benefit of approximately $1.3 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, 2022 was approximately $5.4 million, with an associated tax benefit of approximately $1.4 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, 2021 was approximately $3.1 million, with an associated tax benefit of approximately $0.7 million. At December 31, 2023, unrecognized compensation expense related to RSUs totaled approximately $6.5 million and is expected to be recognized over a remaining term of approximately 2.39 years. Performance Stock Units On February 24, 2022, the Company awarded an aggregate of 245,017 time and performance-based PSUs to certain of the Company’s executive officers and management, which vest upon satisfaction of continued service with the Company until the third anniversary of the Grant Date and attainment of Company cash flow performance criteria as previously defined. On May 24, 2022, the Company and the Company’s President and Chief Executive Officer, James B. Archer, entered into the Executive Performance Stock Unit Agreement (the “Archer PSU Agreement”) in connection with Mr. Archer’s previously disclosed intention to continue to serve as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors. Each PSU awarded under the Agreement represents the right to receive one share of the Company’s common stock. The PSUs awarded pursuant to the Archer PSU Agreement vest and become unrestricted on June 30, 2025. The number of PSUs that vest are determined based upon the achievement of specified share prices over the period between the grant date and June 30, 2025 (the “Performance Period”). Mr. Archer will earn a corresponding number of PSUs upon the achievement of specified share price thresholds, the first of which is $12.50 per share. If all Performance Goals (as defined in the Archer PSU Agreement) are met during the Performance Period, Mr. Archer will be entitled to receive a maximum of 500,000 PSUs. Vesting is contingent upon Mr. Archer’s continued employment through the vesting date, unless Mr. Archer’s employment is terminated by reason of death or Disability, without Cause, for Good Reason, or in the event of a Qualifying Termination in connection with a Change in Control (each term as defined in the Plan, as amended, or Mr. Archer’s employment agreement with the Company, as amended). These PSUs were valued using a Monte Carlo simulation with the following assumptions on the grant date: the expected volatility was approximately 53.82%, the term was 3.10 years, the dividend rate was 0.0% and the risk-free interest rate was approximately 2.65%, which resulted in a calculated fair value of approximately $2.21 per PSU as of the grant date. On July 12, 2022, the Compensation Committee granted 750,000 PSUs aimed at retaining, motivating and incentivizing certain of the Company’s executive officers, including its named executive officers (“NEOs”), under and pursuant to the Plan. The form of agreement with respect to the granting of the PSUs has material terms that are substantially similar to those in the Archer PSU Agreement. Such PSUs represent the right to receive one share of the Company’s common stock, par value $0.0001 per share. PSUs vest and become unrestricted on June 30, 2025. The number of PSUs that vest is determined based upon the achievement of specified share prices over the Performance Period. The executives will each earn a corresponding number of PSUs upon the achievement of specified share price thresholds, the first of which is $12.50 per share. If all Performance Goals (as defined in the applicable award agreement) are met during the Performance Period, the executives will be entitled to receive the maximum PSUs granted to them. Vesting is contingent upon the applicable executive’s continued employment through the vesting date, unless the applicable executive’s employment is terminated by reason of death or Disability, without Cause, for Good Reason, or in the event of a Qualifying Termination in connection with a Change in Control (each term as defined in the Plan, or each executive’s employment agreement, as amended, with the Company). These PSUs were valued using a Monte Carlo simulation with the following assumptions on the grant date: the expected volatility was approximately 55.76%, the term was 2.97 years, the dividend rate was 0.0% and the risk-free interest rate was approximately 3.05%, which resulted in a calculated fair value of approximately $6.96 per PSU as of the grant date. On March 1, 2023, the Company awarded an aggregate of 91,025 time and performance-based PSUs to certain of the Company’s employees, which vest upon satisfaction of continued service with the Company until the third anniversary of the Grant Date and attainment of Company performance criteria. These PSUs were valued using a Monte Carlo simulation with the following assumptions on the grant date: the expected volatility was approximately 45.86%, the term was 2.84 years, the correlation coefficient was 0.6210, the dividend rate was 0.0% and the risk-free interest rate was approximately 4.60%, which resulted in a calculated fair value of approximately $20.66 per PSU as of the grant date. The table below represents the changes in PSUs for the year ended December 31, 2023: Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2022 1,495,017 $ 4.72 Granted 91,025 17.82 Forfeited (227,174) 6.90 Balance at December 31, 2023 1,358,868 $ 5.23 The weighted-average grant date fair value per PSU of PSUs granted during the years ended December 31, 2023 and 2022 was $17.82 and $4.72 , respectively. PSUs granted during the years ended December 31, 2023 and 2022 were 91,025 and 1,495,017 ; respectively. Stock-based compensation expense for these PSUs recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2023 was approximately $2.6 million with an associated tax benefit of $0.8 million. Stock-based compensation expense for these PSUs recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2022 was approximately $1.5 million with an associated tax benefit of $0.3 million. At December 31, 2023, unrecognized compensation expense related to PSUs totaled approximately $4.3 million and is expected to be recognized over a remaining term of approximately 1.60 years. 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 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. The table below represents the changes in stock options for the year ended December 31, 2023: Options Weighted Average Exercise Price Per Share Weighted Average Contractual Life (Years) Intrinsic Value Outstanding Options at December 31, 2022 1,510,661 $ 6.13 6.86 $ 13,615 Forfeited (19,841) 4.51 - - Exercised (750,381) 5.76 - 8,268 Outstanding Options at December 31, 2023 740,439 $ 6.55 5.17 $ 2,570 492,426 shares were exercisable at December 31, 2023 with a weighted average exercise price per share of $7.58 and an intrinsic value of $1.28 million. The total fair value of stock option awards vested during the years ended December 31, 2023, 2022 and 2021 was $0.8 million, $0.8 million, and $0.8 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, 2023 was approximately $0.5 million with an associated tax benefit of approximately $0.1 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, 2022 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, 2021 was approximately $0.8 million with an associated tax benefit of approximately $0.2 million. At December 31, 2023, unrecognized compensation expense related to stock options totaled approximately $0.1 million and is expected to be recognized over a remaining term of approximately 0.18 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 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. 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). As approved by the Compensation Committee, 755,436 of the employee related exercised SARs shown in the table below were paid in cash in the amount of $10.0 million based on the difference between (a) the fair market value of a share of Common Stock on the date of exercise, over (b) the grant date price; during the first quarter of 2023. During the third quarter of 2023, as approved by the Compensation Committee, 13,453 of the employee related exercised SARs shown in the table below were paid in cash in the amount of $0.1 million based on the difference between (a) the fair market value of a share of Common Stock on the date of exercise, over (b) the grant price. The following table summarizes SARs outstanding at December 31, 2023: Number of Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding SARs at December 31, 2022 1,537,776 $ 1.82 8.17 Forfeited (54,348) 1.79 - Exercised (768,889) 1.82 - Outstanding SARs at December 31, 2023 714,539 $ 1.82 7.17 Under the authoritative guidance for stock-based compensation, these SARs are considered liability-based awards. The Company recognized a liability, associated with its SARs of approximately $5.4 million as of December 31, 2023, all of which is included in accrued liabilities in the accompanying consolidated balance sheet as of December 31, 2023. The liability associated with these SAR awards recognized as of December 31, 2022 was approximately $12.6 million as of December 31, 2022, of which approximately $6.3 million is included in accrued liabilities and approximately $6.3 million is included in other non-current liabilities in the accompanying consolidated balance sheet as of December 31, 2022. These SARs were valued using the Black-Scholes option pricing model with the following assumptions on the grant date: the expected volatility was approximately 43.5%, the term was 6.25 years, the dividend yield was 0.0% and the risk-free rate was approximately 1.07%, which resulted in a calculated fair value of approximately $0.78 per SAR as of the grant date. The fair value of these liability awards will be remeasured at each reporting period until the date of settlement. At December 31, 2023, these SARs were valued using the Black-Scholes option pricing model with the following assumptions for awards granted on February 25, 2021 and August 5, 2021, respectively: the expected volatility was approximately 35.78% and 53.39%, the term was 0.08 years and 0.30 years, the dividend yield was 0.0% and 0.0%, the risk-free rate was approximately 5.52% and 5.33%, and the exercise price was $1.79 and $3.54, which resulted in a calculated fair value of approximately $7.95 and $6.25 per SAR, respectively, as of December 31, 2023. At December 31, 2022, these SARs were valued using the Black-Scholes option pricing model with the following assumptions for awards granted on February 25, 2021 and August 5, 2021, respectively: the expected volatility was approximately 46.86% and 47.27%, the term was 0.65 years and 1.10 years, the dividend yield was 0.0% and 0.0%, the risk-free rate was approximately 4.70% and 4.65%, and the exercise price was $1.79 and $3.54, which resulted in a calculated fair value of approximately $13.40 and $11.78 per SAR, respectively, as of December 31, 2022. The estimated weighted-average fair value of each SAR as of December 31, 2023 and December 31, 2022 was $7.96 and $13.61, respectively. 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, 2023, the Company recognized compensation expense related to these awards of approximately $2.9 million in selling, general and administrative expense in the consolidated statement of comprehensive income (loss). For the year ended December 31, 2022, the Company recognized compensation expense related to these awards of approximately $11.4 million in selling, general and administrative expense in the consolidated statement of comprehensive income (loss). 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 consolidated statement of comprehensive income (loss). At December 31, 2023, unrecognized compensation expense related to SARs totaled approximately $0.8 million and is expected to be recognized over a remaining term of approximately 0.18 years. At December 31, 2023 and December 31, 2022, the intrinsic value of the SARs was $5.6 million and $20.5 million, 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 appreciation right activity and post vesting cancellations, the expected term assumption on the grant date 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 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Plans | |
Retirement Plans | 19. 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 5% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 2% contribution). Our matching contributions fully vest upon participation. We recognized expense of $1.1 million, $0.9 million and $0.7 million related to matching contributions under our various defined contribution plans during the years ended December 31, 2023, 2022 and 2021, respectively. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2023 | |
Business Segments | |
Business Segments | 20. Business Segments The Company has six operating segments, none of which qualify for aggregation. Four of the segments were disclosed as reportable segments in 2022, based on the 10% tests. The aggregate external revenues of these reportable segments exceeded 75% of the Company’s consolidated revenues. The remaining operating segments were combined in the “All Other” category. In 2023, two of the four operating segments (“TCPL Keystone” and “HFS – Midwest”) that were disclosed as reportable segments in 2022 became quantitatively immaterial as they did not exceed the threshold for any of the 10% tests and are now combined in the “All Other” category in 2023. As such, in 2023 and for all comparison periods, the Company has two reportable segments and the aggregate external revenues of these two reportable segments exceed 75% of the Company’s consolidated revenues in all periods presented. 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. As mentioned above, the HFS – Midwest segment is now combined in the “All Other” category in 2023. 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 two 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. HFS – South — Government All Other — The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” for the Company in Note 1. 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: 2023 HFS – South Government All Other Total Revenue $ 148,677 $ 403,724 $ 11,207 (a) $ 563,608 Adjusted gross profit $ 51,444 $ 332,480 $ (1,974) $ 381,950 Capital expenditures $ 33,729 $ 30,363 $ 514 Total Assets $ 184,453 $ 207,409 $ 30,987 $ 422,849 2022 HFS – South Government All Other Total Revenue $ 132,373 $ 360,294 $ 9,318 (a) $ 501,985 Adjusted gross profit $ 54,558 $ 246,598 $ (1,195) $ 299,961 Capital expenditures $ 8,686 $ 130,871 $ 339 Total Assets $ 176,637 $ 217,029 $ 34,722 $ 428,388 2021 HFS – South Government All Other Total Revenue $ 116,958 $ 156,250 $ 18,129 (a) $ 291,337 Adjusted gross profit $ 52,344 $ 94,801 $ 7,814 $ 154,959 Capital expenditures $ 8,835 $ 27,525 $ 207 (a) Revenues from operating segments below the quantitative thresholds 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, 2023 December 31, 2022 December 31, 2021 Total reportable segment adjusted gross profit $ 383,924 $ 301,156 $ 147,145 Other adjusted gross profit (1,974) (1,195) 7,814 Depreciation and amortization (83,977) (67,665) (70,519) Selling, general, and administrative expenses (56,126) (57,893) (46,461) Other income (expense), net (1,241) (36) (880) Loss on extinguishment of debt (2,279) - - Interest expense, net (22,639) (36,323) (38,704) Change in fair value of warrant liabilities 9,062 (31,735) (1,067) Consolidated income (loss) before income taxes $ 224,750 $ 106,309 $ (2,672) A reconciliation of total segment assets to total consolidated assets as of December 31, 2023 and 2022, respectively, is as follows: 2023 2022 Total reportable segment assets $ 391,862 $ 393,666 Other assets 32,871 36,399 Other unallocated amounts 269,620 341,662 Total Assets $ 694,353 $ 771,727 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, 2023 2022 Total current assets $ 180,500 $ 236,379 Other intangible assets, net 66,282 75,182 Operating lease right-of-use assets, net 19,698 27,298 Deferred financing costs revolver, net 2,479 896 Other non-current assets 661 1,907 Total other unallocated amounts of assets $ 269,620 $ 341,662 For 2023, 2022, and 2021, revenues from the Company’s Government segment were from two customers and represented approximately $403.7 million, $360.3 million, and $156.3 million of the Company’s consolidated revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Revenues from one customer within the Government segment represented approximately 62%, 61%, and 35% of the Company’s consolidated revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Revenues from another customer within the Government segment represented approximately 9.9%, 11%, and 19% of the Company’s consolidated revenues for the years ended December 31, 2023, 2022 and 2021, respectively. There were no single customers from the HFS – South segment for the years ended December 31, 2023, 2022 and 2021 that represented 10% or more of the Company’s consolidated revenues. There were no revenues generated from transactions between reportable operating segments for the years ended December 31, 2023, 2022, and 2021, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 21. Subsequent Events On November 3, 2022, the Company’s Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $100 million of its outstanding shares of Common Stock. Commencing on January 5, 2024 through March 8, 2024, the Company repurchased 1,895,463 shares of Common Stock for an aggregated price of approximately $17.8 million. This repurchase program may be suspended from time to time, modified, extended or discontinued at certain times. Purchases under the repurchase program may be made from time to time in open market or privately negotiated transactions, and will be subject to market conditions, applicable legal requirements, contractual obligations and other factors. Any shares of common stock repurchased will be held as treasury shares. |
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, 2023 | |
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 natural resources development and government sectors principally located in the West Texas, South Texas, New Mexico, and Midwest regions. The Company, whose securities are listed on the Nasdaq Capital Market, together with its wholly owned subsidiaries, Topaz Holdings LLC, a Delaware limited liability company (“Topaz”), and Arrow Bidco, LLC, a Delaware limited liability company (“Arrow Bidco”), serve as the holding companies for the businesses of Target Logistics Management, LLC and its subsidiaries (“Target” or “TLM”) and RL Signor Holdings, LLC (“Signor”). TDR Capital LLP (“TDR Capital” or “TDR”) indirectly 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 who purchased the shares of Platinum Eagle in a private placement transaction, and other public shareholders. |
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”). |
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. |
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. |
Receivables and Allowances for Credit Losses | Receivables and Allowances for Credit Losses 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 credit losses. The allowance for credit losses is based upon the amount of losses expected to be incurred in the collection of these accounts pursuant to the guidance outlined in ASU 2016-13, Financial Instruments – Credit Losses (ASU 2016-13, Topic 326, or ASC 326 Years Ended December 31, 2023 2022 2021 Balances at Beginning of Year $ 4 $ 43 $ 2,977 Adoption of ASC 326 268 - - Provision for credit losses 599 1,052 1,877 Recoveries (55) (645) (247) Write-offs (266) (446) (4,564) Balances at End of Year $ 550 $ 4 $ 43 Provision for credit losses, 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 $5.5 million and $8.6 million at December 31, 2023 and 2022, respectively, primarily consist of insurance, taxes, rent, deposits and permits. Prepaid insurance, rent, and permits are amortized over the related term of the respective agreements. Prepaid taxes are recognized as expense over the related future tax period. Other assets of approximately $4 million and $3.9 million at December 31, 2023 and 2022, respectively, primarily consist of $1.9 million and $1.9 million of deposits as of December 31, 2023 and 2022, respectively, and $2.1 million and $2.0 million of hospitality inventory as of December 31, 2023 and 2022, 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. For the year ended December 31, 2023, the Company had one customer who accounted for 62% of revenues. The largest customer accounted for 45% of accounts receivable, while no other customer accounted for more than 10% of the accounts receivable balance as of December 31, 2023. For the year ended December 31, 2022, the Company had two customers representing 60.6% and 11.1% of total revenues, respectively. The largest customers accounted for 12% and 11% of accounts receivable, respectively, at December 31, 2022. For the year ended December 31, 2021, the Company had two customers representing 34.7% and 18.9% of total revenues, respectively. Major suppliers are defined as those individually comprising more than 10.0% of the annual goods purchased. For the years ended December 31, 2023, 2022 and 2021, the Company had one major supplier representing 16.8%, 13.4%, and 15.3% of goods purchased, respectively. We provide services almost entirely to customers in the government and natural resource development sectors 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 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 finance 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 finance 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 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 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, 2023, no assets were considered held for sale. |
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. |
Deferred Financing Costs Revolver, net | Deferred Financing Costs Revolver, net Deferred financing costs revolver are associated with the issuance of the ABL Facility discussed in Note 8. 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 issuances of the 2024 Senior Secured Notes and the 2025 Senior Secured Notes discussed in Note 8. The Company presents unamortized deferred financing costs as a direct deduction from the principal amount of the 2024 Senior Secured Notes and the 2025 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 | Original Issuance Discounts Debt original discounts are associated with the issuances of the 2024 Senior Secured Notes and the 2025 Senior Secured Notes discussed in Note 8 and are recorded as direct deductions to the principal amount of the 2024 Senior Secured Notes and the 2025 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. |
Finance and Operating Leases | Finance and Operating Leases The Company determines if a contract is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Expense for these short-term leases is recognized on a straight-line basis over the lease term. For leases with an initial term greater than 12 months, the Company records a right-of-use (“ROU”) asset and a corresponding lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease obligations represent the Company’s obligation to make fixed lease payments as stipulated by the lease. The Company has elected the lessee practical expedient to make an accounting policy election by class of underlying asset to not separate non-lease components from lease components and instead to account for each separate lease component and non-lease components associated with that lease component as a single lease component. As a lessee in a lease contract, the Company recognizes a ROU asset and a lease liability on the consolidated balance sheet. The Company is a lessee in a variety of lease contracts, such as land, building, real estate, modular units, equipment and vehicle leases. The Company classifies its leases as either an operating lease or a finance lease based on the principle of whether or not the lease is effectively a financed purchase of the leased asset. For operating leases, the Company recognizes lease expense on a straight-line basis over the term of the lease. For finance leases, the Company recognizes lease expense using the effective interest method, which results in the interest component of each lease payment being recognized as interest expense and the lease right-of-use asset being amortized into other depreciation and amortization expense in the accompanying consolidated statement of comprehensive income (loss) using the straight-line method over the term of the lease. Operating lease obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”) based on information available at the commencement date in determining the present value of lease payments over the lease term. The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company determined its IBR for each lease by using the IBR in effect as of the start of the quarter of the lease commencement date. In order to estimate the Company’s IBR, the Company first looks to its own unsecured debt offerings, and adjusts the rate for both length of term and secured borrowing using available market data as well as consultations with leading national financial institutions that are active in the issuance of both secured and unsecured notes. Operating ROU assets are recognized at the lease commencement date, and include the amount of the initial operating lease obligation, any lease payments made at or before the commencement date, excluding any lease incentives received, and any initial direct costs incurred. For leases that have extension options that the Company can exercise at its discretion, management uses judgment to determine if it is reasonably certain that the Company will in fact exercise such option. If the extension option is reasonably certain to occur, the Company includes the extended term’s lease payments in the calculation of the respective lease liability. Certain lease contracts may include an option to purchase the leased property, which is at the Company's sole discretion. None of the Company’s leases contain any material residual value guarantees or material restrictive covenants. The Company reviews its right-of-use assets for indicators of impairment. If such assets are considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment loss is recognized. The impairment loss recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Based on the Company’s review, no operating or finance lease ROU assets were impaired during 2022 or 2023. The Company's leases include a base lease payment, which is recognized as lease expense on a straight-line basis over the lease term. In addition, certain of the Company's leases may include an additional lease payment for items such as common area maintenance, real estate taxes, utilities, operating expenses, insurance, personal property expense, or other related charges all of which are recognized as variable lease expense, when incurred, in the consolidated statement of comprehensive income (loss). The variable lease expense incurred by the Company was not based on an index or rate. Lessor Perspective: Refer to Notes 13 and 14 for additional lease disclosures. |
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 expected 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 $2.4 million and $2.2 million as of December 31, 2023 and 2022, 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, $0.2 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, 2023, 2022 and 2021, 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 operating leases under the authoritative guidance for leases (“ASC 842”) and are recognized as income is earned over the term of the lease agreement. Upon lease commencement, the Company evaluates leases to determine if they meet criteria set forth in lease accounting guidance for classification as sales-type leases or direct financing leases; if a lease meets none of these criteria, the Company classifies the lease as an operating lease. As previously mentioned, the arrangements that contain a lease of the Company’s lodging facilities are accounted for as operating leases, whereby the underlying asset remains on our balance sheet and is depreciated consistently with other owned assets, with income recognized as it is earned over the term of the lease agreement. For contracts that contain both a lease component and a services or non-lease component, the Company has adopted an accounting policy to account for and present the lease component under ASC 842 and the non-lease component under the authoritative guidance for revenue recognition (“ASC 606” or “Topic 606”). Refer to Note 2 for the breakout of revenue under each standard. The Company recognizes minimum rents on operating leases over the term of the customer operating lease. A lease term commences when: (1) the customer has control of the leased space (legal right to use the property); and (2) the Company has delivered the premises to the customer as required under the terms of the lease. The term of a lease includes the noncancellable periods of the lease along with periods covered by: (1) a customer option to extend the lease if the customer is reasonably certain to exercise that option; (2) a customer option to terminate the lease if the customer is reasonably certain not to exercise that option; and (3) an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the Company as the lessor. When assessing the expected lease end date, judgment is required in contemplating the significance of: any penalties a customer may incur should it choose not to exercise any existing options to extend the lease or exercise any existing options to terminate the lease; and economic incentives for the customer in the lease. Furthermore, when assessing the expected end date of a contract under ASC 606 with an extension option, judgment is required to determine whether the option contains a material right. Because performance obligations related to specialty rental and hospitality services are satisfied over time, the majority of our revenue is recognized evenly over the contractual term of the arrangement, based on a contractual fixed minimum amount and defined period of performance. Some 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 multiple 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. Cost of services includes labor, food, utilities, supplies, leasing and other direct costs associated with operating the lodging units as well as repair and maintenance expenses. Cost of rental includes leasing costs, utilities, and other direct costs of maintaining the lodging units. Costs associated with contracts include sales commissions which are expensed as incurred and reflected in selling, general and administrative expenses 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 11 . 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 Target Hospitality Corp. 2019 Incentive Award Plan, as amended (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”), performance stock unit awards (“PSUs”) and stock options) based on the grant-date fair value of the awards issued under the Plan that are equity classified. The fair value of the stock options is calculated using the Black-Scholes option-pricing model and the fair value of the PSUs that are based on market conditions (“Market-Based PSUs”) are calculated using a Monte Carlo simulation while the fair value of the RSUs and performance-based PSUs not based on market conditions (“Performance-Based PSUs”) are calculated based on the Company’s share price on the grant-date and the assessment of the probability of achieving defined performance measures for Performance-Based PSUs. 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. For Market-Based PSUs, the probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Market-Based PSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. 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 accrued liabilities and 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 18 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 Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (ASU 2016 13, Topic 326, or ASC 326 Codification Improvements to Topic 326, Financial Instruments - Credit Losses The following table presents the impact of the adoption of ASC 326 on the consolidated balance sheet as of January 1, 2023: Balance Balance Pre-Adoption Adjustments Post-Adoption Accounts receivable, less allowance for credit losses $ 42,153 $ (268) $ 41,885 Accumulated earnings $ 87,683 $ (268) $ 87,415 Recently Issued Accounting Standards Improvements to Reportable Segment Disclosures. Improvements to Income Tax Disclosures. |
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, 2023 | |
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, 2023 2022 2021 Balances at Beginning of Year $ 4 $ 43 $ 2,977 Adoption of ASC 326 268 - - Provision for credit losses 599 1,052 1,877 Recoveries (55) (645) (247) Write-offs (266) (446) (4,564) Balances at End of Year $ 550 $ 4 $ 43 |
Summary of estimated useful lives | Buildings 5-15 years Machinery and office equipment 3-5 years Furniture and fixtures 7 years Software 3 years |
Schedule of adjustments related to operating leases | The following table presents the impact of the adoption of ASC 326 on the consolidated balance sheet as of January 1, 2023: Balance Balance Pre-Adoption Adjustments Post-Adoption Accounts receivable, less allowance for credit losses $ 42,153 $ (268) $ 41,885 Accumulated earnings $ 87,683 $ (268) $ 87,415 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Summary of disaggregation of revenue by reportable segments as well as the all other category | For the Years Ended December 31, 2023 2022 2021 HFS – South Services income $ 142,666 $ 126,135 $ 108,183 Total HFS – South revenues 142,666 126,135 108,183 Government Services income $ 211,753 $ 198,249 $ 88,115 Total Government revenues 211,753 198,249 88,115 All Other Services income $ 11,208 $ 9,318 $ 6,835 Construction fee income - - 11,294 Total All Other revenues 11,208 9,318 18,129 Total services and construction fee income revenues $ 365,627 $ 333,702 $ 214,427 |
Summary of contract liabilities | For the Years Ended December 31, 2023 2022 2021 Balances at Beginning of Year $ 125,519 $ 34,411 $ 18,371 Additions to deferred revenue - 172,760 127,391 Revenue recognized (120,050) (81,652) (111,351) Balances at End of Year $ 5,469 $ 125,519 $ 34,411 |
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, 2023, the following table discloses the estimated revenues under ASC 606 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, 2024 2025 2026 Total Revenue expected to be recognized as of December 31, 2023 $ 117,303 $ 20,207 $ 14,328 $ 151,838 |
Specialty Rental Assets, Net (T
Specialty Rental Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Specialty Rental Assets, Net | |
Schedule of specialty rental assets | December 31, December 31, 2023 2022 Specialty rental assets $ 751,181 $ 698,095 Construction-in-process 3,665 4,653 Less: accumulated depreciation (405,782) (345,619) Specialty rental assets, net $ 349,064 $ 357,129 |
Other Property, Plant and Equ_2
Other Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Property, Plant and Equipment, Net | |
Schedule of other property, plant and equipment, net | December 31, December 31, 2023 2022 Land $ 31,111 $ 28,483 Buildings and leasehold improvements 901 769 Machinery and office equipment 1,820 1,581 Other 8,589 7,341 42,421 38,174 Less: accumulated depreciation (7,790) (6,276) Total other property, plant and equipment, net $ 34,631 $ 31,898 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Other Intangible Assets, net | |
Schedule of changes in carrying amount of goodwill | HFS – South Balance at December 31, 2021 $ 41,038 Changes in Goodwill - Balance at December 31, 2022 41,038 Changes in Goodwill - Balance at December 31, 2023 $ 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, 2023 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 3.9 $ 133,105 $ (83,505) $ 49,600 Non-compete agreement 4.1 349 (67) 282 Total 133,454 (83,572) 49,882 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 149,854 $ (83,572) $ 66,282 December 31, 2022 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 4.6 $ 128,907 $ (70,125) $ 58,782 Total 128,907 (70,125) 58,782 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (70,125) $ 75,182 |
Schedule of estimated aggregate amortization expense | 2024 $ 13,475 2025 13,475 2026 12,879 2027 8,270 2028 778 Thereafter 1,005 Total $ 49,882 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Non-Current Assets | |
Schedule of other non-current assets | December 31, December 31, 2023 2022 Cloud computing implementation costs $ 7,428 $ 7,198 Less: accumulated amortization (6,767) (5,357) Other non-current assets $ 661 $ 1,841 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities. | |
Schedule of accrued liabilities | December 31, December 31, 2023 2022 Employee accrued compensation expense $ 9,583 $ 11,873 Other accrued liabilities 20,656 18,230 Accrued interest on debt 3,413 9,539 Total accrued liabilities $ 33,652 $ 39,642 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Summary of carrying value of debt outstanding | December 31, December 31, 2023 2022 Finance lease and other financing obligations (Note 13) $ 2,393 $ 2,223 10.75% Senior Secured Notes due 2025, face amount 181,446 — Less: unamortized original issue discount (2,619) — Less: unamortized term loan deferred financing costs (734) — 9.50% Senior Secured Notes due 2024, face amount — 334,500 Less: unamortized original issue discount — (971) Less: unamortized term loan deferred financing costs — (4,681) Total debt, net 180,486 331,071 Less: current maturities (1,369) (1,135) Total long-term debt $ 179,117 $ 329,936 |
Schedule of debt redemption | Redemption Date Price September 15, 2024 102.000% March 15, 2025 and thereafter 101.000% |
Components of interest expense | For the Years Ended December 31, 2023 2022 2021 Interest incurred on finance lease and other financing obligations $ 212 $ 72 $ 58 Interest expense incurred on ABL Facility and Notes 22,935 33,464 33,670 Amortization of deferred financing costs on ABL Facility and Notes 2,881 4,605 4,338 Amortization of original issue discount on Notes 750 711 638 Interest capitalized — (983) — Interest income (4,139) (1,546) — Interest expense, net $ 22,639 $ 36,323 $ 38,704 |
Schedule of maturities of long term debt and finance lease obligations | 2024 $ 1,369 2025 182,285 2026 185 Total $ 183,839 |
Senior Secured Notes 2025 | |
Debt | |
Summary of carrying value of debt outstanding | December 31, 2023 Principal amount of 10.75% Senior Secured Notes, due 2025 $ 181,446 Less: unamortized original issue discount (2,619) Less: unamortized term loan deferred financing costs (734) Long-term debt, net $ 178,093 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
Schedule of warrant liabilities | December 31, December 31, 2023 2022 Warrant liabilities $ 675 $ 9,737 Total $ 675 $ 9,737 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of components of the provision for income taxes | 2023 2022 2021 Domestic Current $ 13,147 $ 2,488 $ 1,365 Deferred 37,903 29,882 469 Foreign Current — — 70 Deferred — — — Total income tax expense $ 51,050 $ 32,370 $ 1,904 |
Schedule of Income tax results differed from the amount computed by applying the U.S. statutory income tax rate to income before income taxes | 2023 2022 2021 Statutory income tax expense (benefit) $ 47,198 $ 22,325 $ (561) State tax expense 3,956 2,797 1,120 Effect of tax rates in foreign jurisdictions (46) (28) 30 Change in fair value of warrant liabilities (1,903) 6,664 224 Valuation allowances 510 310 452 Compensation 306 383 500 Other 1,029 (81) 139 Reported income tax expense $ 51,050 $ 32,370 $ 1,904 |
Schedule of components of the Companies deferred tax assets and liabilities | 2023 2022 Deferred tax assets (liabilities) Stock-based compensation $ 3,191 $ 4,793 Deferred revenue 1,216 1,621 Intangible assets 8,859 9,157 Tax loss carryforwards 2,588 30,649 Operating lease obligations 4,437 5,152 Interest carryforwards - 4,997 Other - net 727 23 Deferred tax assets gross 21,018 56,392 Valuation allowance (5,023) (4,486) Net deferred income tax asset 15,995 51,906 Deferred tax liabilities Rental equipment and other plant, property and equipment (63,536) (60,771) Operating lease right-of-use assets (4,297) (5,955) Software (95) (352) Prepaid expenses (1,141) - Deferred tax liability (69,069) (67,078) Net deferred income tax liability $ (53,074) $ (15,172) |
Schedule of valuation allowance | Valuation 2023 Expiration Allowance Canada $ 8,432 2032-2044 100 % Mexico 546 2024-2033 100 % Total $ 8,978 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Instruments | |
Summary of carrying amounts and fair values of financial assets and liabilities | December 31, 2023 December 31, 2022 Financial Assets (Liabilities) Not Measured at Fair Value Carrying Amount Fair Value Carrying Amount Fair Value ABL Facility (See Note 8) - Level 2 $ — $ — $ — $ — Senior Secured Notes (See Note 8) - Level 1 $ (178,093) $ (187,797) $ (328,848) $ (335,403) |
Summary of inputs used to calculate the fair value of the warrant liabilities | December 31, December 31, 2023 2022 Exercise Price $ 11.50 $ 11.50 Stock Price $ 9.73 $ 15.14 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 0.20 1.20 Risk-Free Interest Rate % 5.31 % 4.56 Expected Volatility % 56.00 % 70.00 Per Share Value of Warrants $ 0.44 $ 6.35 |
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, 2022: Private Placement Warrants Balance at December 31, 2021 $ 1,600 Change in fair value of warrant liabilities 31,735 Additional paid-in-capital reclass for warrant exchange (Note 17) (23,598) Balance at December 31, 2022 $ 9,737 The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2023: Private Placement Warrants Balance at December 31, 2022 $ 9,737 Change in fair value of warrant liabilities (9,062) Balance at December 31, 2023 $ 675 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of leases balance sheet details | December 31, December 31, Finance Lease: 2023 2022 Right-of-use assets, net (1) $ 2,422 $ 2,313 Current portion of finance lease obligations (2) $ 1,369 $ 1,135 Long-term finance lease obligations (3) 1,024 1,088 Total lease obligation $ 2,393 $ 2,223 Weighted average remaining lease term 2.0 Years 2.2 Years Weighted average discount rate 10.31% 6.30% Operating Leases: Right-of-use assets, net (4) $ 19,698 $ 27,298 Current portion of operating lease obligations $ 11,914 $ 12,516 Long-term operating lease obligations 8,426 11,104 Total lease obligations (4) $ 20,340 $ 23,620 Weighted average remaining lease term 2.2 Years 2.8 Years Weighted average discount rate 8.53% 5.37% (1) Finance lease right-of-use assets, net are included in other property, plant and equipment, net on the Company's consolidated balance sheets. (2) Current portion of finance lease obligations are included in current portion of finance lease and other financing obligations on the Company's consolidated balance sheets. As of December 31, 2023 and 2022, this financial statement line item is solely comprised of the current portion of finance lease obligations given the current portion of other financing obligations is $0 . (3) Long-term finance lease obligations are included in long-term finance lease and other financing obligations on the Company's consolidated balance sheets. As of December 31, 2023 and 2022, this financial statement line item is solely comprised of the long-term finance lease obligations given the long-term other financing obligations is $0 . (4) The difference between the operating lease right-of-use assets, net and operating lease obligations, current and long-term, as of December 31, 2022 primarily relates to approximately $3.7 million of unamortized prepaid delivery and installation costs that were paid at or before lease commencement and capitalized to the right-of-use assets in accordance with ASC 842. |
Schedule of lease components | 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 1,454 $ 2,647 Interest on lease obligations 212 72 Total finance lease cost $ 1,666 $ 2,719 Operating lease cost $ 18,921 $ 11,927 Short-term lease cost $ 222 $ 8,308 Variable lease cost (1) $ 2,493 $ 1,789 (1) Consists primarily of common area maintenance, real estate taxes, utilities, operating expenses and insurance for real estate leases; insurance and personal property expense for equipment leases; and certain vehicle related charges for finance leases. For 2023, the amount of variable lease costs disclosed above also includes approximately $0.1 million of lease costs related to base rent associated with long-term immaterial leases with a present value of total minimum lease payments less than $25,000 with an average remaining lease term of approximately 1.4 years as of December 31, 2023. For 2022, the amount of variable lease costs disclosed above also includes approximately $0.3 million of lease costs related to base rent associated with long-term immaterial leases with a present value of total minimum lease payments less than $25,000 and long-term leases that terminated within 3 months of the implementation date (January 1, 2022) with an average lease term of approximately 1.6 years as of the implementation date. 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 212 $ 72 Operating cash flows from operating leases (1) $ 14,602 $ 15,605 Financing cash flows from finance leases $ 1,404 $ 1,008 (1) For 2022, includes approximately $5.9 million of prepaid delivery and installation costs that were paid at or before lease commencement and capitalized to the right-of-use assets in accordance with ASC 842. For 2023, includes approximately $1.1 million of interest, while 2022 includes approximately $1.0 million of interest. |
Schedule of Future minimum lease payments | Finance Lease Operating Leases 2024 $ 1,432 $ 12,518 2025 975 5,429 2026 253 3,283 2027 - 608 Total lease payments 2,660 21,838 Less: interest (1) (267) (1,498) Present value of lease obligations $ 2,393 $ 20,340 (1) Calculated using the appropriate discount rate for each lease. |
Schedule of Future maturities of finance lease obligations | Finance Lease Operating Leases 2024 $ 1,432 $ 12,518 2025 975 5,429 2026 253 3,283 2027 - 608 Total lease payments 2,660 21,838 Less: interest (1) (267) (1,498) Present value of lease obligations $ 2,393 $ 20,340 (1) Calculated using the appropriate discount rate for each lease. |
Rental Income (Tables)
Rental Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Rental Income | |
Scheduled future minimum lease payments to be received by the Companies | 2024 $ 115,448 2025 34,300 2026 25,657 Total $ 175,405 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings (Loss) per Share | |
Schedule of reconciliation of net loss and weighted-average shares of common stock outstanding | the weighted average shares outstanding for the diluted calculation for the periods indicated below ($ in thousands, except per share amounts): For the Years Ended December 31, December 31, December 31, 2023 2022 2021 Numerator Net income (loss) attributable to Common Stockholders - basic $ 173,700 $ 73,939 $ (4,576) Change in fair value of warrant liabilities (9,062) - - Net income (loss) attributable to Common Stockholders - diluted $ 164,638 $ 73,939 $ (4,576) Denominator Weighted average shares outstanding - basic 101,350,910 97,213,166 96,611,022 Dilutive effect of outstanding securities: Warrants 1,469,598 - - PSUs 500,690 466,563 - SARs 218,655 - - Stock options 494,536 518,409 - RSUs 1,285,016 1,859,610 - Weighted average shares outstanding - diluted 105,319,405 100,057,748 96,611,022 Net income (loss) per share - basic $ 1.71 $ 0.76 $ (0.05) Net income (loss) per share - diluted $ 1.56 $ 0.74 $ (0.05) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022 2,658,581 $ 2.98 Granted 287,849 15.14 Vested (1,162,729) 3.40 Forfeited (101,495) 4.91 Balance at December 31, 2023 1,682,206 $ 4.65 |
Schedule of changes in performance stock units | Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2022 1,495,017 $ 4.72 Granted 91,025 17.82 Forfeited (227,174) 6.90 Balance at December 31, 2023 1,358,868 $ 5.23 |
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, 2022 1,510,661 $ 6.13 6.86 $ 13,615 Forfeited (19,841) 4.51 - - Exercised (750,381) 5.76 - 8,268 Outstanding Options at December 31, 2023 740,439 $ 6.55 5.17 $ 2,570 |
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, 2022 1,537,776 $ 1.82 8.17 Forfeited (54,348) 1.79 - Exercised (768,889) 1.82 - Outstanding SARs at December 31, 2023 714,539 $ 1.82 7.17 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Segments | |
Schedule of segment reporting information | 2023 HFS – South Government All Other Total Revenue $ 148,677 $ 403,724 $ 11,207 (a) $ 563,608 Adjusted gross profit $ 51,444 $ 332,480 $ (1,974) $ 381,950 Capital expenditures $ 33,729 $ 30,363 $ 514 Total Assets $ 184,453 $ 207,409 $ 30,987 $ 422,849 2022 HFS – South Government All Other Total Revenue $ 132,373 $ 360,294 $ 9,318 (a) $ 501,985 Adjusted gross profit $ 54,558 $ 246,598 $ (1,195) $ 299,961 Capital expenditures $ 8,686 $ 130,871 $ 339 Total Assets $ 176,637 $ 217,029 $ 34,722 $ 428,388 2021 HFS – South Government All Other Total Revenue $ 116,958 $ 156,250 $ 18,129 (a) $ 291,337 Adjusted gross profit $ 52,344 $ 94,801 $ 7,814 $ 154,959 Capital expenditures $ 8,835 $ 27,525 $ 207 (a) Revenues from operating segments below the quantitative thresholds are reported in the “All Other” category previously described. |
Schedule of reconciliation of total segment adjusted gross profit | December 31, 2023 December 31, 2022 December 31, 2021 Total reportable segment adjusted gross profit $ 383,924 $ 301,156 $ 147,145 Other adjusted gross profit (1,974) (1,195) 7,814 Depreciation and amortization (83,977) (67,665) (70,519) Selling, general, and administrative expenses (56,126) (57,893) (46,461) Other income (expense), net (1,241) (36) (880) Loss on extinguishment of debt (2,279) - - Interest expense, net (22,639) (36,323) (38,704) Change in fair value of warrant liabilities 9,062 (31,735) (1,067) Consolidated income (loss) before income taxes $ 224,750 $ 106,309 $ (2,672) |
Schedule of reconciliation of total segment assets to total combined assets | 2023 2022 Total reportable segment assets $ 391,862 $ 393,666 Other assets 32,871 36,399 Other unallocated amounts 269,620 341,662 Total Assets $ 694,353 $ 771,727 |
Schedule of unallocated assets consist of the following as reported in the combined balance sheets | December 31, December 31, 2023 2022 Total current assets $ 180,500 $ 236,379 Other intangible assets, net 66,282 75,182 Operating lease right-of-use assets, net 19,698 27,298 Deferred financing costs revolver, net 2,479 896 Other non-current assets 661 1,907 Total other unallocated amounts of assets $ 269,620 $ 341,662 |
Organization and Nature of Op_4
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Details) | Dec. 31, 2023 |
TDR Capital | Target Hospitality | |
Ownership interest in an affiliate | 64% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables and Allowances for Doubtful Accounts | |||
Balances at Beginning of Year | $ 4 | $ 43 | $ 2,977 |
Charges to bad debt expense | 599 | 1,052 | 1,877 |
Recoveries | (55) | (645) | (247) |
Write-offs | (266) | (446) | (4,564) |
Balances at End of Year | 550 | $ 4 | $ 43 |
Accounting Standards Update 2016-13 | |||
Receivables and Allowances for Doubtful Accounts | |||
Balances at End of Year | $ 268 |
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, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Assets | ||
Prepaid expenses | $ 5.5 | $ 8.6 |
Other assets | 4 | 3.9 |
Deposits | 1.9 | 1.9 |
Hospitality inventory | $ 2.1 | $ 2 |
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, 2023 customer item | Dec. 31, 2022 customer item | Dec. 31, 2021 customer item | |
Accounts receivable | |||
Concentration Risk [Line Items] | |||
Number of customers | 0 | ||
Customer concentration risk | Revenues | |||
Concentration Risk [Line Items] | |||
Number of customers | 1 | 2 | 2 |
Customer concentration risk | Customer One | Revenues | |||
Concentration Risk [Line Items] | |||
Number of customers | 1 | 1 | 1 |
Concentration risk, percentage | 62% | 60.60% | 34.70% |
Customer concentration risk | Customer One | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12% | ||
Customer concentration risk | Customer Two | Revenues | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 9.90% | 11.10% | 18.90% |
Customer concentration risk | Customer Two | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | ||
Credit concentration risk | Customer One | Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 45% | ||
Supplier concentration risk | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Number of suppliers | item | 1 | 1 | 1 |
Supplier concentration risk | Customer One | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.80% | ||
Supplier concentration risk | Customer Two | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.40% | ||
Supplier concentration risk | Customer Three[Member] | Cost of Goods and Service Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.30% |
Organization and Nature of Op_8
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Specialty Rental Assets (Details) | Dec. 31, 2023 |
Modular Units | |
Property Plant and Equipment Useful Life | 15 years |
Site Work | |
Property Plant and Equipment Useful Life | 5 years |
Furniture and fixtures | |
Property Plant and Equipment Useful Life | 7 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) | Dec. 31, 2023 |
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, 2023 USD ($) | |
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, 2023 USD ($) |
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 - Finance and Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | ||
Impairment loss of operating | $ 0 | $ 0 |
Impairment loss of Finance | $ 0 | $ 0 |
Organization and Nature of O_13
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligations | |||
Asset retirement obligations | $ 2,424 | $ 2,247 | |
Estimated asset retirement obligations | 2,700 | ||
Accretion of asset retirement obligation | (177) | (168) | $ 204 |
Accretion expense | $ 200 | $ 200 | $ 200 |
Organization and Nature of O_14
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Impact of the Adoption of ASC 326 (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, less allowance for credit losses of $550 and $4, respectively | $ 67,092 | $ 42,153 | |
Accumulated earnings | $ 261,115 | 87,683 | |
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, less allowance for credit losses of $550 and $4, respectively | (268) | ||
Accumulated earnings | $ 300 | (268) | |
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, less allowance for credit losses of $550 and $4, respectively | 41,885 | ||
Accumulated earnings | $ 87,415 |
Revenue (Details)
Revenue (Details) - USD ($) | 12 Months Ended | |||||||
Nov. 16, 2023 | May 15, 2023 | Jul. 27, 2021 | Jul. 23, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | $ 365,627,000 | $ 333,702,000 | $ 214,427,000 | |||||
Deferred revenue | 0 | |||||||
Revenues | 563,608,000 | 501,985,000 | 291,337,000 | |||||
Expanded Humanitarian Contract | NP Partner | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | 62,500,000 | |||||||
Revenue, subject to ASC 840 | 55,700,000 | |||||||
Initial term | 1 year | |||||||
Extension term | 6 months | |||||||
Additional extension term | 6 months | |||||||
Revenues | 118,200,000 | |||||||
New PCC contract | NP Partner | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Contract base period | 1 year | |||||||
Option to extend maximum number of additional one year periods of contract | 4 years | |||||||
Option to extend additional periods of contract | 1 year | |||||||
Option to extend the period upon conclusion of base period | 6 months | |||||||
Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | 365,627,000 | 333,702,000 | 203,134,000 | |||||
Specialty rental | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue, subject to ASC 840 | $ 197,981,000 | $ 168,283,000 | $ 76,909,000 | |||||
Termination And Settlement Agreement | ||||||||
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, 2023 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of Reportable Segments | segment | 2 | 4 | |
Total revenue | $ 365,627 | $ 333,702 | $ 214,427 |
HFS - South | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 142,666 | 126,135 | 108,183 |
Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 211,753 | 198,249 | 88,115 |
All Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 11,208 | 9,318 | 18,129 |
Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 365,627 | 333,702 | 203,134 |
Services | HFS - South | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 142,666 | 126,135 | 108,183 |
Services | Government | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 211,753 | 198,249 | 88,115 |
Services | All Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 11,208 | $ 9,318 | 6,835 |
Construction fee | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 11,294 | ||
Construction fee | All Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 11,294 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Abstract] | |||
Balances at Beginning of the Period | $ 125,519 | $ 34,411 | $ 18,371 |
Additions to deferred revenue | 172,760 | 127,391 | |
Revenue recognized | (120,050) | (81,652) | (111,351) |
Balances at End of the Period | $ 5,469 | $ 125,519 | $ 34,411 |
Revenue - Revenue Expected to b
Revenue - Revenue Expected to be Recognized (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized | $ 151,838 |
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 expected to be recognized in periods | 1 year |
Revenue expected to be recognized | $ 117,303 |
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 expected to be recognized in periods | 1 year |
Revenue expected to be recognized | $ 20,207 |
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 expected to be recognized in periods | 1 year |
Revenue expected to be recognized | $ 14,328 |
Specialty Rental Assets, Net (D
Specialty Rental Assets, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2023 | Jan. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Less: accumulated depreciation | $ (405,782) | $ (345,619) | ||||
Specialty rental assets, net | 349,064 | 357,129 | ||||
Depreciation | $ 68,626 | $ 52,833 | $ 53,609 | |||
Purchase of property, plant and equipment | $ 5,000 | $ 18,600 | $ 22,300 | |||
Assets under finance lease | 0 | 0 | ||||
Specialty rental assets | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Specialty rental assets, gross | $ 751,181 | $ 698,095 | ||||
Less: accumulated depreciation | (113,900) | (90,800) | ||||
Specialty rental assets, net | 95,300 | 109,000 | ||||
Accumulated depreciation | 8,700 | |||||
Purchase of property, plant and equipment | $ 4,600 | $ 13,200 | $ 18,700 | |||
Gross cost | 9,100 | |||||
Gain (Loss) on Disposition of Property Plant Equipment | 200 | |||||
Proceeds from Sale of Property, Plant, and Equipment | 200 | |||||
Property, Plant And Equipment, Disposal Costs | 1,200 | |||||
Construction-in-process | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Specialty rental assets, gross | $ 3,665 | $ 4,653 |
Other Property, Plant and Equ_3
Other Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other property, plant and equipment | ||||||||
Other property, plant and equipment, gross | $ 42,421 | $ 38,174 | ||||||
Less: accumulated depreciation | (7,790) | (6,276) | ||||||
Total other property, plant and equipment, net | 34,631 | 31,898 | ||||||
Depreciation on Other PPE | 15,351 | 14,832 | $ 16,910 | |||||
Capital expenditures | $ 1,300 | $ 5,000 | $ 18,600 | $ 22,300 | ||||
Purchase of property, plant and equipment | 5,000 | 18,600 | 22,300 | |||||
Land | ||||||||
Other property, plant and equipment | ||||||||
Other property, plant and equipment, gross | 31,111 | 28,483 | ||||||
Capital expenditures | $ 400 | $ 900 | $ 3,600 | $ 15,500 | ||||
Buildings and leasehold improvements | ||||||||
Other property, plant and equipment | ||||||||
Other property, plant and equipment, gross | 901 | 769 | ||||||
Machinery and office equipment | ||||||||
Other property, plant and equipment | ||||||||
Other property, plant and equipment, gross | 1,820 | 1,581 | ||||||
Software and other | ||||||||
Other property, plant and equipment | ||||||||
Other property, plant and equipment, gross | 8,589 | 7,341 | ||||||
Property, Plant and Equipment Other Types | ||||||||
Other property, plant and equipment | ||||||||
Depreciation on Other PPE | 1,900 | 1,500 | $ 2,300 | |||||
Capital lease properties | ||||||||
Other property, plant and equipment | ||||||||
Less: accumulated depreciation | (3,800) | (2,600) | ||||||
Finance lease obligations | ||||||||
Other property, plant and equipment | ||||||||
Other property, plant and equipment, gross | $ 6,300 | $ 5,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Other Intangible Assets, net | ||
Goodwill, Beginning Balance | $ 41,038 | $ 41,038 |
Goodwill, Ending Balance | $ 41,038 | $ 41,038 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets subject to amortization | |||||||
Gross Carrying Amount | $ 133,454 | $ 128,907 | |||||
Accumulated Amortization | (83,572) | (70,125) | |||||
Net Book Value | 49,882 | 58,782 | |||||
Total intangible assets other than goodwill | |||||||
Gross Carrying Amount | 149,854 | 145,307 | |||||
Net Book Value | 66,282 | 75,182 | |||||
Aggregate amortization expense of intangible assets | 13,447 | 13,302 | $ 14,636 | ||||
Acquired intangible assets | $ 4,500 | 4,547 | |||||
Capital expenditures | $ 1,300 | $ 5,000 | 18,600 | $ 22,300 | |||
Tradenames | |||||||
Indefinite lived assets: | |||||||
Net Book Value | $ 16,400 | $ 16,400 | |||||
Customer relationships | |||||||
Intangible assets subject to amortization | |||||||
Weighted average remaining lives | 3 years 10 months 24 days | 4 years 7 months 6 days | |||||
Gross Carrying Amount | $ 133,105 | $ 128,907 | |||||
Accumulated Amortization | (83,505) | (70,125) | |||||
Net Book Value | $ 49,600 | $ 58,782 | |||||
Total intangible assets other than goodwill | |||||||
Acquired intangible assets | 4,200 | ||||||
Non-compete agreements | |||||||
Intangible assets subject to amortization | |||||||
Weighted average remaining lives | 4 years 1 month 6 days | ||||||
Gross Carrying Amount | $ 349 | ||||||
Accumulated Amortization | (67) | ||||||
Net Book Value | $ 282 | ||||||
Total intangible assets other than goodwill | |||||||
Acquired intangible assets | $ 300 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Estimated aggregate amortization expense: | ||
2024 | $ 13,475 | |
2025 | 13,475 | |
2026 | 12,879 | |
2027 | 8,270 | |
2028 | 778 | |
Thereafter | 1,005 | |
Total | $ 49,882 | $ 58,782 |
Other Non-Current Assets - Narr
Other Non-Current Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization of Intangible Assets | $ 13,447 | $ 13,302 | $ 14,636 |
Capitalized software | |||
Amortization of Intangible Assets | $ 1,400 | $ 1,500 | $ 2,200 |
Capitalized software | Maximum | |||
Useful life of intangible asset | 4 years | ||
Capitalized software | Minimum | |||
Useful life of intangible asset | 2 years |
Other Non-Current Assets - Othe
Other Non-Current Assets - Other non-current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Non-Current Assets | ||
Cloud computing implementation costs | $ 7,428 | $ 7,198 |
Less: accumulated amortization | (6,767) | (5,357) |
Other non-current assets | $ 661 | $ 1,841 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities. | ||
Employee accrued compensation expense | $ 9,583 | $ 11,873 |
Other accrued liabilities | 20,656 | 18,230 |
Accrued interest on debt | 3,413 | 9,539 |
Total accrued liabilities | $ 33,652 | $ 39,642 |
Debt - Senior Secured Notes 202
Debt - Senior Secured Notes 2024 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Nov. 01, 2023 | Mar. 15, 2023 | Mar. 15, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 21, 2023 | |
Senior Secured Notes 2024 | ||||||
Debt | ||||||
Principal amount of debt | $ 340,000 | |||||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% | |||
Repayments of secured debt | $ 5,500 | |||||
Extinguishment of debt | $ 125,000 | |||||
Amount of debt exchanged | $ 181,400 | |||||
Long-term Debt | $ 0 | $ 334,500 | $ 28,100 | |||
Senior Secured Notes 2025 | ||||||
Debt | ||||||
Principal amount of debt | $ 181,400 | $ 181,446 | ||||
Interest rate (as a percent) | 10.75% | 10.75% | 10.75% | |||
Amount of debt exchanged | $ 181,400 | |||||
Long-term Debt | $ 181,446 |
Debt - Notes Exchange Offer (De
Debt - Notes Exchange Offer (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Nov. 01, 2023 | Sep. 29, 2023 | Mar. 15, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 21, 2023 | |
Debt | |||||||
Cash paid for interest, net of amounts capitalized | $ 29,273 | $ 32,653 | $ 33,766 | ||||
Senior Secured Notes 2024 | |||||||
Debt | |||||||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% | ||||
Amount of debt exchanged | $ 181,400 | ||||||
Paid accrued interest | $ 2,200 | ||||||
Principal amount of debt | $ 340,000 | ||||||
Cash paid to holders in exchange of debt | 2,700 | ||||||
Long-term Debt | $ 0 | $ 334,500 | $ 28,100 | ||||
Interest paid | $ 500 | ||||||
Senior Secured Notes 2024 | Selling, general, and administrative expenses | |||||||
Debt | |||||||
Debt for accounting third party transaction cost | $ 3,100 | ||||||
Senior Secured Notes 2025 | |||||||
Debt | |||||||
Interest rate (as a percent) | 10.75% | 10.75% | 10.75% | ||||
Amount of debt exchanged | $ 181,400 | ||||||
Principal amount of debt | $ 181,400 | $ 181,446 | |||||
Long-term Debt | $ 181,446 |
Debt - Senior Secured Notes 2_2
Debt - Senior Secured Notes 2025 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Nov. 01, 2023 | Sep. 29, 2023 | Mar. 15, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 21, 2023 | |
Debt | ||||||
Less: unamortized original issue discount | $ (2,619) | $ (971) | ||||
Less: unamortized term loan deferred financing costs | (734) | $ (4,681) | ||||
Long-term debt, net | $ 178,093 | |||||
Minimum | ||||||
Debt | ||||||
Period for Prior Written Notice to Trustee for Redemption | 20 days | |||||
Senior Secured Notes 2025 | ||||||
Debt | ||||||
Principal amount of debt | $ 181,400 | $ 181,446 | ||||
Outstanding debt | $ 181,446 | |||||
Interest rate (as a percent) | 10.75% | 10.75% | 10.75% | |||
Less: unamortized original issue discount | $ (2,600) | |||||
Less: unamortized term loan deferred financing costs | (800) | |||||
Original issue discount | $ 2,700 | |||||
Senior Secured Notes 2025 | Minimum | ||||||
Debt | ||||||
Period for Prior Written Notice to Holders for Redemption | 15 days | |||||
Senior Secured Notes 2025 | Maximum | ||||||
Debt | ||||||
Period for Prior Written Notice to Holders for Redemption | 60 days | |||||
Senior Secured Notes 2024 | ||||||
Debt | ||||||
Principal amount of debt | $ 340,000 | |||||
Outstanding debt | $ 0 | $ 334,500 | $ 28,100 | |||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% | |||
Less: unamortized term loan deferred financing costs | $ (16,300) | |||||
Arrow Bidco | Senior Secured Notes 2025 | ||||||
Debt | ||||||
Basis point on redemption | 0.50 | |||||
Arrow Bidco and its Subsidiaries | Senior Secured Notes 2025 | ||||||
Debt | ||||||
Redemption price | 101% | |||||
September 15 2024 | Arrow Bidco | Senior Secured Notes 2025 | ||||||
Debt | ||||||
Maximum percentage of principal amount of notes redeemed | 100% | |||||
Redemption price | 102% | |||||
Interest rate (percent) | 1% | |||||
March 15, 2025 and thereafter | Arrow Bidco | Senior Secured Notes 2025 | ||||||
Debt | ||||||
Redemption price | 101% |
Debt - Finance Lease and Other
Debt - Finance Lease and Other Financing Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Finance lease and other financing obligations, current and long-term | $ 2,393 | $ 2,223 |
Weighted average discount rate | 10.31% | 6.30% |
Commercial-use vehicles | ||
Lessee, Lease, Description [Line Items] | ||
Capital lease term | 36 months |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Mar. 15, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 12, 2023 | Mar. 14, 2019 | |
ABL Facility | ||||||
Proceeds from line of credit | $ 70,000 | $ 28,000 | ||||
ABL Facility | ||||||
ABL Facility | ||||||
Borrowing capacity | $ 175,000 | $ 175,000 | $ 125,000 | |||
Proceeds from line of credit | $ 0 | 70,000 | ||||
Repayment of line of credit | 0 | 70,000 | ||||
Outstanding amount | $ 0 | $ 0 | ||||
Percentage of net book value of borrowers' eligible accounts receivables | 85% | |||||
Percentage of net book value of borrowers' eligible rental equipment | 95% | |||||
Percentage of net orderly liquidation value of borrowers' eligible rental equipment | 85% | |||||
Options to increase commitments | $ 25,000 | |||||
Percentage of voting equity interests in non-US restricted subsidiary pledge | 65% | |||||
Minimum fixed charge coverage ratio | 100% | |||||
Maximum total net leverage ratio | 2.50% | |||||
ABL Facility | SOFR | Minimum | ||||||
ABL Facility | ||||||
Variable rate (as a percent) | 4.25% | |||||
ABL Facility | SOFR | Maximum | ||||||
ABL Facility | ||||||
Variable rate (as a percent) | 4.75% | |||||
ABL Facility | Base rate | Minimum | ||||||
ABL Facility | ||||||
Variable rate (as a percent) | 3.25% | |||||
ABL Facility | Base rate | Maximum | ||||||
ABL Facility | ||||||
Variable rate (as a percent) | 3.75% | |||||
Standby letters of credit | ||||||
ABL Facility | ||||||
Borrowing capacity | $ 25,000 | |||||
Swingline | ||||||
ABL Facility | ||||||
Borrowing capacity | $ 15,000 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Nov. 01, 2023 | Mar. 15, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 21, 2023 | Oct. 12, 2023 | Feb. 01, 2023 | |
Carrying value of debt outstanding | |||||||
Finance lease and other financing obligations | $ 2,393 | $ 2,223 | |||||
Less: unamortized original issue discount | (2,619) | (971) | |||||
Less: unamortized term loan deferred financing costs | (734) | (4,681) | |||||
Total debt, net | 180,486 | 331,071 | |||||
Less: current maturities | (1,369) | (1,135) | |||||
Total long-term debt | 179,117 | 329,936 | |||||
ABL Facility | |||||||
Carrying value of debt outstanding | |||||||
Less: unamortized term loan deferred financing costs | (6,100) | (3,900) | $ (1,000) | $ (1,400) | |||
Senior Secured Notes 2024 | |||||||
Carrying value of debt outstanding | |||||||
Long-term debt, net | $ 0 | $ 334,500 | $ 28,100 | ||||
Less: unamortized term loan deferred financing costs | $ (16,300) | ||||||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% | ||||
Senior Secured Notes 2025 | |||||||
Carrying value of debt outstanding | |||||||
Long-term debt, net | $ 181,446 | ||||||
Less: unamortized original issue discount | (2,600) | ||||||
Less: unamortized term loan deferred financing costs | $ (800) | ||||||
Interest rate (as a percent) | 10.75% | 10.75% | 10.75% |
Debt - Components of interest e
Debt - Components of interest expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Interest incurred on finance lease and other financing obligations | $ 212 | $ 72 | $ 58 |
Amortization of deferred financing costs on ABL Facility and Notes | 2,881 | 4,689 | 4,338 |
Amortization of original issue discount on Notes | 750 | 711 | 638 |
Interest capitalized | (983) | ||
Interest income | (4,139) | (1,546) | |
Interest expense, net | 22,639 | 36,323 | 38,704 |
ABL Facilities And Notes | |||
Debt Instrument [Line Items] | |||
Interest expense incurred on ABL Facility and Notes | 22,935 | 33,464 | 33,670 |
Amortization of deferred financing costs on ABL Facility and Notes | $ 2,881 | $ 4,605 | $ 4,338 |
Debt - Interest Expense and Def
Debt - Interest Expense and Deferred Financing Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 12, 2023 | Feb. 01, 2023 | Mar. 15, 2019 | |
Debt | ||||||||
Loss on extinguishment of debt | $ (2,279) | $ 0 | $ 0 | |||||
Debt issuance costs | $ 734 | 734 | 4,681 | |||||
Unamortized original issue discount | 2,619 | 2,619 | 971 | |||||
Algeco ABL facility | ||||||||
Debt | ||||||||
Debt issuance costs | 400 | 400 | ||||||
Senior Secured Notes 2024 | ||||||||
Debt | ||||||||
Unamortized debt discount | 1,000 | 1,000 | $ 3,300 | |||||
Accumulated amortization of deferred financing costs | 13,500 | 13,500 | 11,200 | |||||
Accumulated amortization of debt issuance costs | 3,100 | 3,100 | 2,300 | |||||
Loss on extinguishment of debt | 200 | $ 1,700 | ||||||
Debt issuance costs | $ 16,300 | |||||||
Senior Secured Notes 2025 | ||||||||
Debt | ||||||||
Debt issuance costs | 800 | 800 | ||||||
Unamortized original issue discount | 2,600 | 2,600 | ||||||
Original issue discount | 2,700 | |||||||
ABL Facility | ||||||||
Debt | ||||||||
Loss on extinguishment of debt | 400 | |||||||
Debt issuance costs | 6,100 | 6,100 | 3,900 | $ 1,000 | $ 1,400 | |||
ABL Facility | Algeco ABL facility | ||||||||
Debt | ||||||||
Accumulated amortization related to revolver deferred financing costs | $ 5,300 | $ 5,300 | $ 4,800 |
Debt - Schedule of maturities o
Debt - Schedule of maturities of long term debt and finance lease obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt | |
2024 | $ 1,369 |
2025 | 182,285 |
2026 | 185 |
Total | $ 183,839 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Dec. 22, 2022 | Jan. 17, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2022 | Dec. 16, 2022 | Nov. 18, 2022 | |
Number of stock issued for each warrant | 0.37 | |||||||
Gain (loss) on estimated change in fair value of warrants | $ (9,062) | $ 31,735 | $ 1,067 | |||||
Warrants to issue shares of common stock. | 6,510,953 | 6,528,322 | 10,833,316 | 8,097,893 | ||||
Private Warrants | ||||||||
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 | |||||||
Gain (loss) on estimated change in fair value of warrants | $ (9,100) | $ 31,700 | $ (1,100) | |||||
Warrants to issue shares of common stock. | 5,333,334 | 1,533,334 | 1,533,334 | |||||
Common stock issued in warrant exchange (in shares) | 3,800,000 |
Warrant Liabilities - Estimated
Warrant Liabilities - Estimated fair value Private Warrants (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Warrant liabilities | $ 675 | $ 9,737 |
Private Placement Warrants [Member] | ||
Warrant liabilities | $ 675 | $ 9,737 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Income tax expense | $ 51,050 | $ 32,370 | $ 1,904 |
Effective tax rate | 22.70% | 30.40% | (71.30%) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Domestic | |||
Current | $ 13,147 | $ 2,488 | $ 1,365 |
Deferred | 37,903 | 29,882 | 469 |
Foreign | |||
Current | 70 | ||
Total income tax expense | $ 51,050 | $ 32,370 | $ 1,904 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 (benefit) | $ 47,198 | $ 22,325 | $ (561) |
State tax expense | 3,956 | 2,797 | 1,120 |
Effect of tax rates in foreign jurisdictions | (46) | (28) | 30 |
Change in fair value of warrant liabilities | (1,903) | 6,664 | 224 |
Valuation allowances | 510 | 310 | 452 |
Compensation | 306 | 383 | 500 |
Other | 1,029 | (81) | 139 |
Total income tax expense | $ 51,050 | $ 32,370 | $ 1,904 |
Income Taxes - Components of _2
Income Taxes - Components of the Companies deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Stock-based compensation | $ 3,191 | $ 4,793 |
Deferred revenue | 1,216 | 1,621 |
Intangible assets | 8,859 | 9,157 |
Tax loss carryforwards | 2,588 | 30,649 |
Operating lease obligations | 4,437 | 5,152 |
Interest carryforwards | 4,997 | |
Other - net | 727 | 23 |
Deferred tax assets gross | 21,018 | 56,392 |
Valuation allowance | (5,023) | (4,486) |
Net deferred income tax asset | 15,995 | 51,906 |
Deferred tax liabilities | ||
Rental equipment and other plant, property and equipment | (63,536) | (60,771) |
Operating lease right-of-use assets | (4,297) | (5,955) |
Software | (95) | (352) |
Prepaid expenses | (1,141) | |
Deferred tax liability | (69,069) | (67,078) |
Net deferred income tax liability | $ (53,074) | $ (15,172) |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance has been established against the deferred tax assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | |
Tax loss carryovers | $ 8,978 |
Tax loss carryovers subject to expiry | 9,000 |
Canada | |
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | |
Tax loss carryovers | $ 8,432 |
Percentage of valuation allowance | 100% |
Mexico | |
Deferred Tax Assets, Operating Loss Carryforwards, Alternative [Abstract] | |
Tax loss carryovers | $ 546 |
Percentage of valuation allowance | 100% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Y $ / shares shares | Dec. 31, 2022 USD ($) $ / shares Y shares | Dec. 16, 2022 shares | Dec. 31, 2021 shares | |
Carrying amounts and fair values of financial assets and liabilities | ||||
Warrants to issue shares of common stock. | shares | 6,510,953 | 6,528,322 | 8,097,893 | 10,833,316 |
Level 3 | Private Placement Warrants [Member] | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Warrants to issue shares of common stock. | shares | 1,533,334 | 1,533,334 | ||
Per Share Value of Warrants | $ / shares | $ 0.44 | $ 6.35 | ||
Balance at beginning of the period | $ 9,737 | $ 1,600 | ||
Change in fair value of warrant liabilities | (9,062) | 31,735 | ||
Additional paid-in-capital reclass for warrant exchange | (23,598) | |||
Balance at ending of the period | $ 675 | $ 9,737 | ||
Level 3 | Private Placement Warrants [Member] | Exercise Price | ||||
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] | Stock Price | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 9.73 | 15.14 | ||
Level 3 | Private Placement Warrants [Member] | Dividend Yield | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||
Level 3 | Private Placement Warrants [Member] | Expected Term (in Years) | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Warrants and Rights Outstanding, Measurement Input | Y | 0.20 | 1.20 | ||
Level 3 | Private Placement Warrants [Member] | Risk-Free Interest Rate | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Warrants and Rights Outstanding, Measurement Input | 0.0531 | 0.0456 | ||
Level 3 | Private Placement Warrants [Member] | Expected Volatility | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Warrants and Rights Outstanding, Measurement Input | 0.5600 | 0.7000 | ||
Senior Secured Notes 2024 | Carrying amount | Level 1 | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Debt Instrument, Fair Value Disclosure, | $ (178,093) | $ (328,848) | ||
Senior Secured Notes 2024 | Fair value | Level 1 | ||||
Carrying amounts and fair values of financial assets and liabilities | ||||
Debt Instrument, Fair Value Disclosure, | $ (187,797) | $ (335,403) |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Lease, Liability [Abstract] | ||
Right-of-use assets, net | $ 2,422 | $ 2,313 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Other, Net | Property, Plant and Equipment, Other, Net |
Current portion of finance lease obligations | $ 1,369 | $ 1,135 |
Long-term finance lease and other financing obligations | 1,024 | 1,088 |
Total lease obligation | $ 2,393 | $ 2,223 |
Weighted average remaining lease term | 2 years | 2 years 2 months 12 days |
Weighted average discount rate | 10.31% | 6.30% |
Operating Leases: | ||
Right-of-use assets, net | $ 19,698 | $ 27,298 |
Current portion of operating lease obligations | 11,914 | 12,516 |
Long-term operating lease obligations | 8,426 | 11,104 |
Total lease obligations | $ 20,340 | $ 23,620 |
Weighted average remaining lease term | 2 years 2 months 12 days | 2 years 9 months 18 days |
Weighted average discount rate | 8.53% | 5.37% |
Current portion of other financing obligations | $ 0 | $ 0 |
Long-term other financing obligations | $ 0 | 0 |
Operating lease obligation | $ 3,700 |
Leases - Components of lease ex
Leases - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | |||
Amortization of right-of-use asset | $ 1,454 | $ 2,647 | |
Interest on lease obligations | 212 | 72 | $ 58 |
Total finance lease cost | 1,666 | 2,719 | |
Operating lease cost | 18,921 | 11,927 | |
Short-term lease cost | 222 | 8,308 | |
Variable lease cost | 2,493 | 1,789 | |
Variable lease cost related to base rent | 100 | 300 | |
Minimum lease payment included in variable lease cost | $ 25,000 | $ 25,000 | |
Termination term of long term leases | 3 months | ||
Weighted average lease term of long term leases | 1 year 4 months 24 days | 1 year 7 months 6 days |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information related to leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash flows from finance leases | $ 212 | $ 72 |
Operating cash flows from operating leases | 14,602 | 15,605 |
Financing cash flows from finance leases | 1,404 | 1,008 |
Operating lease, includes prepaid delivery and installation costs | 5,900 | |
Finance and operating lease obligation interest | $ 1,100 | $ 1,000 |
Leases - Future maturities of f
Leases - Future maturities of finance and operating lease obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Lease | ||
2024 | $ 1,432 | |
2025 | 975 | |
2026 | 253 | |
Total lease payments | 2,660 | |
Less: interest | (267) | |
Finance Lease, Liability | 2,393 | $ 2,223 |
Operating Leases | ||
2024 | 12,518 | |
2025 | 5,429 | |
2026 | 3,283 | |
2027 | 608 | |
Total | 21,838 | |
Less: interest | (1,498) | |
Total lease obligations | $ 20,340 | $ 23,620 |
Leases - Additional information
Leases - Additional information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Specialty rental costs | |
Lessee, Lease, Description [Line Items] | |
Operating leases, rent expense, net | $ 13.9 |
Selling, general, and administrative expenses | |
Lessee, Lease, Description [Line Items] | |
Operating leases, rent expense, net | $ 0.4 |
Rental Income (Details)
Rental Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease, lease rental income | $ 198,000 | $ 168,300 | $ 76,900 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue Not from Contract with Customer | Revenue Not from Contract with Customer | Revenue Not from Contract with Customer |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 405,782 | $ 345,619 | |
Property, Plant and Equipment, Net | 349,064 | 357,129 | |
Depreciation | 70,530 | 54,363 | $ 55,883 |
Specialty rental assets | |||
Property, Plant, and Equipment, Lessor Asset under Operating Lease, before Accumulated Depreciation | 209,200 | 199,800 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 113,900 | 90,800 | |
Property, Plant and Equipment, Net | 95,300 | 109,000 | |
Depreciation | $ 23,100 | $ 14,000 | $ 15,700 |
Rental Income - Future minimum
Rental Income - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Scheduled future minimum lease payments to be received | |
2024 | $ 115,448 |
2025 | 34,300 |
2026 | 25,657 |
Total | $ 175,405 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Algeco Global | |||||
Related parties | |||||
Compensation percentage | 100% | ||||
Reimbursement of employee compensation | $ 0 | $ 0 | $ 0 | $ 1.1 | |
Related Party | |||||
Related parties | |||||
Accrued | 0 | 0 | |||
Related party receivable | $ 1.2 | ||||
Related Party | Selling, general, and administrative expenses | |||||
Related parties | |||||
Commission | 0 | 0 | $ 0.6 | ||
Affiliated Entity | |||||
Related parties | |||||
Amounts due from affiliates | $ 0 | $ 0 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 15, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 15, 2022 | |
Numerator | |||||
Net income (loss) attributable to Common Stockholders - basic | $ 173,700 | $ 73,939 | $ (4,576) | ||
Change in fair value of warrant liabilities | (9,062) | ||||
Net income (loss) attributable to Common Stockholders - diluted | $ 164,638 | $ 73,939 | $ (4,576) | ||
Denominator | |||||
Weighted average shares outstanding - basic | 101,350,910 | 97,213,166 | 96,611,022 | ||
Warrants | 1,469,598 | ||||
Weighted average shares outstanding - diluted | 105,319,405 | 100,057,748 | 96,611,022 | ||
Net income (loss) per share - basic | $ 1.71 | $ 0.76 | $ (0.05) | ||
Net income (loss) per share - diluted | $ 1.56 | $ 0.74 | $ (0.05) | ||
Treasury stock, shares | 9,430,665 | 9,430,665 | |||
Stock Appreciation Rights (SARs) [Member] | |||||
Denominator | |||||
Dilutive effect of outstanding securities | 218,655 | ||||
PSUs | |||||
Denominator | |||||
Dilutive effect of outstanding securities | 500,690 | 466,563 | |||
Employee Stock Option | |||||
Denominator | |||||
Dilutive effect of outstanding securities | 494,536 | 518,409 | |||
RSUs | |||||
Denominator | |||||
Dilutive effect of outstanding securities | 1,285,016 | 1,859,610 | |||
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 | 8,044,287 | 8,061,656 | 16,166,650 | ||
Warrant | Founder Shares | |||||
Denominator | |||||
Treasury stock, shares | 5,015,898 | ||||
PSUs | |||||
Denominator | |||||
Excluded from computation of loss per share | 716,025 | ||||
Antidilutive Securities That Did Not Meet Performance Criteria | 91,025 | ||||
Antidilutive Securities That Did Not Meet All Specified Share Price Thresholds | 625,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||
Dec. 16, 2022 USD ($) shares | Jan. 17, 2018 $ / shares shares | Dec. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) shares | Dec. 22, 2022 USD ($) shares | Nov. 18, 2022 $ / shares shares | Nov. 03, 2022 USD ($) | Mar. 15, 2022 shares | Dec. 31, 2021 shares | Aug. 15, 2020 USD ($) | Aug. 15, 2019 USD ($) | |
Common Stock | ||||||||||||
Common stock, shares issued | 111,091,266 | 109,747,366 | ||||||||||
Common stock, shares outstanding | 101,660,601 | 100,316,701 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Number of Votes Per Share | Vote | 1 | |||||||||||
Common shares placed into escrow | 5,015,898 | |||||||||||
Treasury stock, shares | 9,430,665 | 9,430,665 | ||||||||||
Preferred Shares | ||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||
Preferred stock, shares issued | 0 | |||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||
Warrants | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Number of stock issued for each warrant | 0.37 | |||||||||||
Warrants to issue shares of common stock. | 8,097,893 | 6,510,953 | 6,528,322 | 10,833,316 | ||||||||
Proceeds from issuance of Common Stock from exercise of warrants | $ | $ 209 | $ 80 | ||||||||||
Number of securities called by warrants or rights | 2,996,201 | |||||||||||
Class of Warrant or Right, Cash Paid in Lieu of Issuance of Fractional Shares | 319,000 | |||||||||||
Class of Warrant or Right, Offering Expenses Capitalized | $ | $ 2,300 | |||||||||||
Founder Shares | Warrant | ||||||||||||
Common Stock | ||||||||||||
Treasury stock, shares | 5,015,898 | |||||||||||
Share Repurchase Program 2019 Plan | ||||||||||||
Treasury Stock, Shares | ||||||||||||
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 | |||||||||||
Share Repurchase Program 2020 Plan | ||||||||||||
Treasury Stock, Shares | ||||||||||||
Stock repurchase authorized amount | $ | $ 100,000 | |||||||||||
Private placement | ||||||||||||
Warrants | ||||||||||||
Warrants to issue shares of common stock. | 3,800,000 | 3,800,000 | ||||||||||
Class of Warrants or Rights, Fair Value | $ | $ 23,600 | |||||||||||
Public Offering | ||||||||||||
Warrants | ||||||||||||
Number of units sold | 32,500,000 | |||||||||||
Price per unit | $ / shares | $ 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 | $ / shares | $ 11.50 | |||||||||||
Warrant exercisable term | 30 days | |||||||||||
Over allotment | ||||||||||||
Warrants | ||||||||||||
Number of units sold | 2,500,000 | |||||||||||
Public Warrants | ||||||||||||
Warrants | ||||||||||||
Warrants to issue shares of common stock. | 4,297,893 | |||||||||||
Shares issued during period, warrants exercised | 17,369 | 7,101 | ||||||||||
Common stock issued in warrant exchange (in shares) | 4,297,893 | |||||||||||
Proceeds from issuance of Common Stock from exercise of warrants | $ | $ 200 | $ 100 | ||||||||||
Number of securities called by warrants or rights | 17,369 | 7,101 | ||||||||||
Common Class A | Public Offering | ||||||||||||
Common Stock | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Warrants | ||||||||||||
Number of shares per unit | 1 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Maximum | ||||||||||||
Treasury Stock, Shares | ||||||||||||
Stock repurchase authorized amount | $ | $ 100,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Jul. 10, 2023 shares | Jun. 19, 2023 shares | May 18, 2023 shares | Apr. 17, 2023 shares | Mar. 01, 2023 $ / shares shares | Feb. 28, 2023 $ / shares shares | Sep. 06, 2022 shares | Jul. 12, 2022 $ / shares shares | May 24, 2022 $ / shares shares | May 19, 2022 shares | Feb. 24, 2022 installment item shares | Jan. 03, 2022 shares | Sep. 20, 2021 shares | Aug. 05, 2021 $ / shares shares | Aug. 04, 2021 shares | May 18, 2021 shares | Feb. 25, 2021 $ / shares shares | Mar. 04, 2020 shares | Sep. 03, 2019 shares | May 21, 2019 installment item $ / shares shares | Mar. 15, 2019 shares | Aug. 31, 2021 shares | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | Nov. 18, 2022 $ / shares | |
Stock-Based Compensation | ||||||||||||||||||||||||||
Number of shares authorized | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||
Reclassified amount of awards | $ | $ 2,400 | |||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Exercisable Options | $ | $ 1,280 | |||||||||||||||||||||||||
Expected volatility | 43.50% | |||||||||||||||||||||||||
Executive Stock Appreciation Rights Award Agreement | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Threshold service period for pro rata vesting | 12 months | |||||||||||||||||||||||||
Period after termination of employment or service to exercise pro rata vesting | 2 years | |||||||||||||||||||||||||
Executive Restricted Stock Unit Agreement | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Threshold service period for pro rata vesting | 12 months | |||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche One | Executive Stock Appreciation Rights Award Agreement | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 50% | |||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche One | Executive Restricted Stock Unit Agreement | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 50% | |||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche Two | Executive Stock Appreciation Rights Award Agreement | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 50% | |||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche Two | Executive Restricted Stock Unit Agreement | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 50% | |||||||||||||||||||||||||
RSUs | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Right to buy number of shares upon vesting | 1 | |||||||||||||||||||||||||
Number of non employee directors | item | 2 | |||||||||||||||||||||||||
Number of accelerated vesting granted | 115,386 | |||||||||||||||||||||||||
Number of Units in the Period, Paid in Cash | 116,837 | |||||||||||||||||||||||||
Cash paid at closing stock price on vesting date | $ | $ 400 | |||||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Outstanding Options at beginning of period (in shares) | 2,658,581 | |||||||||||||||||||||||||
Granted (in shares) | 287,849 | 1,261,129 | 1,531,787 | |||||||||||||||||||||||
Forfeited (in shares) | (101,495) | |||||||||||||||||||||||||
Vested (in shares) | (1,162,729) | |||||||||||||||||||||||||
Outstanding Options at end of period (in shares) | 1,682,206 | 2,658,581 | ||||||||||||||||||||||||
Weighted Average Grant Date Fair Value per Share | ||||||||||||||||||||||||||
Outstanding Options at beginning of period (in shares) | $ / shares | $ 2.98 | |||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | 15.14 | $ 3.40 | $ 2.10 | |||||||||||||||||||||||
Forfeited (in dollars per share) | $ / shares | 4.91 | |||||||||||||||||||||||||
Vested (in dollars per share) | $ / shares | 3.40 | |||||||||||||||||||||||||
Outstanding Options at end of period (in dollars per share) | $ / shares | $ 4.65 | $ 2.98 | ||||||||||||||||||||||||
RSUs | Non-executive Directors | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Granted (in shares) | 326,926 | |||||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Granted (in shares) | 10,861 | |||||||||||||||||||||||||
RSUs | Executive Officers and Other Employees | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Granted (in shares) | 1,134,524 | 30,899 | ||||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Granted (in shares) | 214,901 | 159,766 | 1,085,548 | |||||||||||||||||||||||
Employee Stock Option | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Number of anniversaries the awards vest | item | 4 | |||||||||||||||||||||||||
Right to buy number of shares upon vesting | 1 | |||||||||||||||||||||||||
Expiration Period (in years) | 10 years | |||||||||||||||||||||||||
Par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Expected term (years) | 6 years 3 months | |||||||||||||||||||||||||
Expected dividend rate | 0% | |||||||||||||||||||||||||
Stock Appreciation Rights (SARs) [Member] | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Unrecognized compensation expense | $ | $ 800 | |||||||||||||||||||||||||
Deferred Compensation Share-based Arrangements, Liability, Current | $ | $ 5,400 | $ 12,600 | ||||||||||||||||||||||||
Estimated Fair Value Per Share | $ / shares | $ 7.96 | $ 13.61 | ||||||||||||||||||||||||
Expected term (years) | 6 years 3 months | |||||||||||||||||||||||||
Expected dividend rate | 0% | |||||||||||||||||||||||||
Expected risk-free interest | 1.07% | |||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.78 | |||||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Granted (in shares) | 26,906 | 1,578,537 | ||||||||||||||||||||||||
Weighted Average Grant Date Fair Value per Share | ||||||||||||||||||||||||||
Outstanding Options at end of period (in dollars per share) | $ / shares | $ 6.25 | $ 7.95 | ||||||||||||||||||||||||
Aggregate intrinsic value | ||||||||||||||||||||||||||
Outstanding aggregate Intrinsic Value | $ | $ 5,600 | $ 20,500 | ||||||||||||||||||||||||
Stock Appreciation Rights (SARs) [Member] | Accrued Liabilities. | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Deferred Compensation Share-based Arrangements, Liability, Current | $ | 6,300 | |||||||||||||||||||||||||
Stock Appreciation Rights (SARs) [Member] | Other Noncurrent Liabilities | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Deferred Compensation Share-based Arrangements, Liability, Current | $ | $ 6,300 | |||||||||||||||||||||||||
Stock Appreciation Rights (SARs) [Member] | Stock Option One | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Expected volatility | 53.39% | 35.78% | ||||||||||||||||||||||||
Expected term (years) | 3 months 18 days | 29 days | ||||||||||||||||||||||||
Expected dividend rate | 0% | 0% | ||||||||||||||||||||||||
Expected risk-free interest | 5.33% | 5.52% | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 3.54 | $ 1.79 | ||||||||||||||||||||||||
Stock Appreciation Rights (SARs) [Member] | Stock Option Two | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Estimated Fair Value Per Share | $ / shares | $ 11.78 | $ 13.40 | ||||||||||||||||||||||||
Expected volatility | 47.27% | 46.86% | ||||||||||||||||||||||||
Expected term (years) | 1 year 1 month 6 days | 7 months 24 days | ||||||||||||||||||||||||
Expected dividend rate | 0% | 0% | ||||||||||||||||||||||||
Expected risk-free interest | 4.65% | 4.70% | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 3.54 | $ 1.79 | ||||||||||||||||||||||||
PSUs | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Right to buy number of shares upon vesting | 1 | 1 | 1 | |||||||||||||||||||||||
Period to achieve cumulative operating cash flow amounts (in years) | 3 years | |||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Expected volatility | 45.86% | 55.76% | 53.82% | |||||||||||||||||||||||
Expected term (years) | 2 years 10 months 2 days | 2 years 11 months 19 days | 3 years 1 month 6 days | |||||||||||||||||||||||
Expected dividend rate | 0% | 0% | 0% | |||||||||||||||||||||||
Correlation Coefficient | 0.6210 | |||||||||||||||||||||||||
Expected risk-free interest | 4.60% | 3.05% | 2.65% | |||||||||||||||||||||||
Exercise price | $ / shares | $ 20.66 | $ 6.96 | $ 2.21 | |||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Outstanding Options at beginning of period (in shares) | 1,495,017 | |||||||||||||||||||||||||
Granted (in shares) | 91,025 | 750,000 | 245,017 | 91,025 | 1,495,017 | |||||||||||||||||||||
Forfeited (in shares) | (227,174) | |||||||||||||||||||||||||
Outstanding Options at end of period (in shares) | 1,358,868 | 1,495,017 | ||||||||||||||||||||||||
Weighted Average Grant Date Fair Value per Share | ||||||||||||||||||||||||||
Outstanding Options at beginning of period (in shares) | $ / shares | $ 4.72 | |||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 12.50 | 17.82 | $ 4.72 | |||||||||||||||||||||||
Forfeited (in dollars per share) | $ / shares | 6.90 | |||||||||||||||||||||||||
Outstanding Options at end of period (in dollars per share) | $ / shares | $ 12.50 | 5.23 | $ 4.72 | |||||||||||||||||||||||
PSUs | PSU Award Agreement [Member] | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Achievement of Specified Share Price Thresholds | $ / shares | $ 12.50 | |||||||||||||||||||||||||
Director | RSUs | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Granted (in shares) | 17,351 | 22,087 | ||||||||||||||||||||||||
Vesting period (in years) | 1 year | |||||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Granted (in shares) | 6,875 | 57,616 | ||||||||||||||||||||||||
Vested (in shares) | (7,888) | |||||||||||||||||||||||||
Employees | RSUs | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Number of equal installments | installment | 4 | 4 | ||||||||||||||||||||||||
Number of anniversaries the awards vest | item | 4 | 4 | ||||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Granted (in shares) | 6,074 | 2,383 | 4,969 | |||||||||||||||||||||||
Employees | RSUs | Share-based Payment Arrangement, Tranche One | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 50% | |||||||||||||||||||||||||
Employees | RSUs | Share-based Payment Arrangement, Tranche Two | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 50% | |||||||||||||||||||||||||
Employees | Employee Stock Option | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Number of equal installments | installment | 4 | |||||||||||||||||||||||||
Granted (in shares) | 1,140,873 | 482,792 | ||||||||||||||||||||||||
Employees | Employee Stock Option | Chief Financial Officer | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Granted (in shares) | 171,429 | |||||||||||||||||||||||||
Minimum | Employee Stock Option | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Share Price | $ / shares | $ 4.51 | |||||||||||||||||||||||||
Expected volatility | 25.94% | |||||||||||||||||||||||||
Exercise price | $ / shares | $ 4.51 | |||||||||||||||||||||||||
Minimum | PSUs | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 0% | |||||||||||||||||||||||||
Minimum | Total Shareholder Return Based Performance Share Units | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 0% | |||||||||||||||||||||||||
Minimum | Diversification EBITDA Based Performance Share Units | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 0% | |||||||||||||||||||||||||
Maximum | Employee Stock Option | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Share Price | $ / shares | $ 10.83 | |||||||||||||||||||||||||
Expected volatility | 30.90% | |||||||||||||||||||||||||
Exercise price | $ / shares | $ 10.83 | |||||||||||||||||||||||||
Maximum | PSUs | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 150% | |||||||||||||||||||||||||
Other than options | ||||||||||||||||||||||||||
Granted (in shares) | 500,000 | |||||||||||||||||||||||||
Maximum | Total Shareholder Return Based Performance Share Units | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 200% | |||||||||||||||||||||||||
Maximum | Diversification EBITDA Based Performance Share Units | ||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Vesting (in percentage) | 200% |
Stock-Based Compensation - Chan
Stock-Based Compensation - Changes in stock options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | |||
Exercisable Options at end of period (in shares) | 492,426 | ||
Weighted Average Exercise Price per Share | |||
Exercisable Options at end of period (in dollars per share) | $ 7.58 | ||
Intrinsic Value | |||
Vested | $ 800 | $ 800 | $ 800 |
Exercisable Options at end of period | $ 1,280 | ||
Employee Stock Option | |||
Number of shares | |||
Outstanding Options at beginning of period (in shares) | 1,510,661 | ||
Forfeited (in shares) | (19,841) | ||
Exercised (in shares) | (750,381) | ||
Outstanding Options at end of period (in shares) | 740,439 | 1,510,661 | |
Weighted Average Exercise Price per Share | |||
Outstanding Options at beginning of period (in dollars per share) | $ 6.13 | ||
Forfeited (in dollars per share) | 4.51 | ||
Exercised (in dollars per share) | 5.76 | ||
Outstanding Options at end of period (in dollars per share) | $ 6.55 | $ 6.13 | |
Weighted Average Contractual Life (Years) | |||
Outstanding Options (in years) | 5 years 2 months 1 day | 6 years 10 months 9 days | |
Intrinsic Value | |||
Outstanding Options at end of period | $ 2,570 | $ 13,615 | |
Exercised | $ 8,268 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Number of shares | |||
Outstanding Options at beginning of period (in shares) | 1,537,776 | ||
Forfeited (in shares) | (54,348) | ||
Exercised (in shares) | (768,889) | ||
Outstanding Options at end of period (in shares) | 714,539 | 1,537,776 | |
Weighted Average Exercise Price per Share | |||
Outstanding Options at beginning of period (in dollars per share) | $ 1.82 | ||
Forfeited (in dollars per share) | 1.79 | ||
Exercised (in dollars per share) | 1.82 | ||
Outstanding Options at end of period (in dollars per share) | $ 1.82 | $ 1.82 | |
Weighted Average Contractual Life (Years) | |||
Outstanding Options (in years) | 7 years 2 months 1 day | 8 years 2 months 1 day |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Assumptions: | |||
Weighted average expected stock volatility | 43.50% | ||
Employee Stock Option | |||
Assumptions: | |||
Expected dividend yield | 0% | ||
Expected term (years) | 6 years 3 months | ||
Risk-free interest rate - minimum | 0.82% | ||
Risk-free interest rate - maximum | 2.26% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 750,381 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Assumptions: | |||
Expected dividend yield | 0% | ||
Expected term (years) | 6 years 3 months | ||
Risk-free interest rate (range) | 1.07% | ||
Exercise price (range) | $ 0.78 | ||
Exercised awards settled in Cash | $ 0.1 | $ 10 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 768,889 | ||
Stock Appreciation Rights (SARs) [Member] | Employees | |||
Assumptions: | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 13,453 | 755,436 | |
Minimum | Employee Stock Option | |||
Assumptions: | |||
Weighted average expected stock volatility | 25.94% | ||
Exercise price (range) | $ 4.51 | ||
Maximum | Employee Stock Option | |||
Assumptions: | |||
Weighted average expected stock volatility | 30.90% | ||
Exercise price (range) | $ 10.83 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation | |||
Fair value | $ 17.7 | $ 2 | $ 2.1 |
RSUs | |||
Stock-Based Compensation | |||
Stock-based Compensation Expense | 5.2 | 5.4 | 3.1 |
Associated tax benefit from stock-based compensation expense | 1.3 | 1.4 | 0.7 |
Unrecognized compensation expense | $ 6.5 | ||
Period for unrecognized compensation expense expected to be recognized | 2 years 4 months 20 days | ||
Employee Stock Option | |||
Stock-Based Compensation | |||
Stock-based Compensation Expense | $ 0.5 | 0.8 | 0.8 |
Associated tax benefit from stock-based compensation expense | 0.1 | 0.2 | 0.2 |
Unrecognized compensation expense | $ 0.1 | ||
Period for unrecognized compensation expense expected to be recognized | 2 months 4 days | ||
Stock Appreciation Rights (SARs) [Member] | |||
Stock-Based Compensation | |||
Stock-based Compensation Expense | $ 2.9 | 11.4 | $ 1.2 |
Period for unrecognized compensation expense expected to be recognized | 2 months 4 days | ||
PSUs | |||
Stock-Based Compensation | |||
Stock-based Compensation Expense | $ 2.6 | 1.5 | |
Associated tax benefit from stock-based compensation expense | 0.8 | $ 0.3 | |
Unrecognized compensation expense | $ 4.3 | ||
Period for unrecognized compensation expense expected to be recognized | 1 year 7 months 6 days |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Plans | |||
Minimum percentage of annual eligible compensation by the participants | 1% | ||
Maximum percentage of annual eligible compensation by the participants | 90% | ||
Percentage of contribution matched | 5% | ||
Percentage of contribution, matched 100% by employer | 3% | ||
Employer match of employee contributions of first 3% of contributions | 100% | ||
Percentage of contribution, matched 50% by employer | 2% | ||
Employer match of employee contributions of next 3% of contributions | 50% | ||
Contribution expenses | $ 1.1 | $ 0.9 | $ 0.7 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2023 USD ($) | Apr. 30, 2023 USD ($) | Jan. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Business segments | |||||||
Number of reportable segments | segment | 2 | 4 | |||||
Number of Operating Segments | segment | 4 | 6 | |||||
Revenues | $ 563,608 | $ 501,985 | $ 291,337 | ||||
Adjusted gross profit | 383,924 | 301,156 | 147,145 | ||||
Capital expenditures | $ 1,300 | $ 5,000 | $ 18,600 | $ 22,300 | |||
Total Assets | 694,353 | 771,727 | |||||
Operating Segments | |||||||
Business segments | |||||||
Revenues | 563,608 | 501,985 | 291,337 | ||||
Adjusted gross profit | 381,950 | 299,961 | 154,959 | ||||
Total Assets | 422,849 | 428,388 | |||||
HFS - South | Operating Segments | |||||||
Business segments | |||||||
Revenues | 148,677 | 132,373 | 116,958 | ||||
Adjusted gross profit | 51,444 | 54,558 | 52,344 | ||||
Capital expenditures | 33,729 | 8,686 | 8,835 | ||||
Total Assets | 184,453 | 176,637 | |||||
Government | Operating Segments | |||||||
Business segments | |||||||
Revenues | 403,724 | 360,294 | 156,250 | ||||
Adjusted gross profit | 332,480 | 246,598 | 94,801 | ||||
Capital expenditures | 30,363 | 130,871 | 27,525 | ||||
Total Assets | $ 207,409 | $ 217,029 | |||||
Four Segments | Revenues | Customer concentration risk | |||||||
Business segments | |||||||
Concentration risk, percentage | 75% | ||||||
Two Segments | Revenues | Customer concentration risk | |||||||
Business segments | |||||||
Concentration risk, percentage | 75% | ||||||
All Other | Operating Segments | |||||||
Business segments | |||||||
Revenues | $ 11,207 | $ 9,318 | 18,129 | ||||
Adjusted gross profit | (1,974) | (1,195) | 7,814 | ||||
Capital expenditures | 514 | 339 | $ 207 | ||||
Total Assets | $ 30,987 | $ 34,722 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Segments | |||
Total reportable segment adjusted gross profit | $ 383,924 | $ 301,156 | $ 147,145 |
Other adjusted gross profit | (1,974) | (1,195) | 7,814 |
Depreciation and amortization | (83,977) | (67,665) | (70,519) |
Selling, general and administrative expenses | (56,126) | (57,893) | (46,461) |
Other income (expense), net | (1,241) | (36) | (880) |
Loss on extinguishment of debt | (2,279) | 0 | 0 |
Interest expense, net | (22,639) | (36,323) | (38,704) |
Change in fair value of warrant liabilities | 9,062 | (31,735) | (1,067) |
Income (loss) before income tax | $ 224,750 | $ 106,309 | $ (2,672) |
Business Segments - Reconcili_2
Business Segments - Reconciliation of total segment assets to total combined assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Business Segments | ||
Total assets | $ 694,353 | $ 771,727 |
Operating Segments | ||
Business Segments | ||
Total assets | 422,849 | 428,388 |
Operating Segments | All Other | ||
Business Segments | ||
Total assets | 30,987 | 34,722 |
Other unallocated amounts | ||
Business Segments | ||
Total assets | 269,620 | 341,662 |
Other unallocated amounts | Reportable Segments, Excluding Other | ||
Business Segments | ||
Total assets | 391,862 | 393,666 |
Other unallocated amounts | All Other | ||
Business Segments | ||
Other Assets | 32,871 | 36,399 |
Other Unallocated Assets | $ 269,620 | $ 341,662 |
Business Segments - Unallocated
Business Segments - Unallocated assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total current assets | $ 180,500 | $ 236,379 |
Other intangible assets, net | 66,282 | 75,182 |
Operating lease right-of-use assets, net | 19,698 | 27,298 |
Deferred financing costs revolver, net | 2,479 | 896 |
Other non-current assets | 661 | 1,907 |
Total assets | 694,353 | 771,727 |
Other unallocated amounts | ||
Total current assets | 180,500 | 236,379 |
Other intangible assets, net | 66,282 | 75,182 |
Operating lease right-of-use assets, net | 19,698 | 27,298 |
Deferred financing costs revolver, net | 2,479 | 896 |
Other non-current assets | 661 | 1,907 |
Total assets | $ 269,620 | $ 341,662 |
Business Segments - Customer Co
Business Segments - Customer Concentration (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) customer | Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | |
Customer concentration | |||
Revenue | $ | $ 365,627 | $ 333,702 | $ 214,427 |
Government | |||
Customer concentration | |||
Revenue | $ | $ 211,753 | $ 198,249 | $ 88,115 |
Customer concentration risk | Revenues | |||
Customer concentration | |||
Number of customers | customer | 1 | 2 | 2 |
Customer concentration risk | Revenues | Four Segments | |||
Customer concentration | |||
Concentration Risk, Percentage | 75% | ||
Customer concentration risk | Customer One | Revenues | |||
Customer concentration | |||
Concentration Risk, Percentage | 62% | 60.60% | 34.70% |
Number of customers | customer | 1 | 1 | 1 |
Customer concentration risk | Customer Two | Revenues | |||
Customer concentration | |||
Concentration Risk, Percentage | 9.90% | 11.10% | 18.90% |
Customer concentration risk | Customer Two | Revenues | Government | Operating Segments | |||
Customer concentration | |||
Number of customers | customer | 2 | 2 | 2 |
Revenue | $ | $ 403,700 | $ 360,300 | $ 156,300 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 2 Months Ended | |
Mar. 08, 2024 | Nov. 03, 2022 | |
Maximum | ||
Subsequent Events | ||
Stock repurchase authorized amount | $ 100 | |
Subsequent Events [Member] | ||
Subsequent Events | ||
Repurchase of common shares | 1,895,463 | |
Aggregate repurchase price | $ 17.8 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 173,700 | $ 73,939 | $ (4,576) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |