Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | TH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 100,431,350 | |
Entity Central Index Key | 0001712189 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 154,296 | $ 103,929 |
Accounts receivable, less allowance for credit losses of $624 and $550, respectively | 48,737 | 67,092 |
Prepaid expenses and other assets | 5,797 | 9,479 |
Total current assets | 208,830 | 180,500 |
Specialty rental assets, net | 336,440 | 349,064 |
Other property, plant and equipment, net | 34,885 | 34,631 |
Operating lease right-of-use assets, net | 14,127 | 19,698 |
Goodwill | 41,038 | 41,038 |
Other intangible assets, net | 59,552 | 66,282 |
Deferred financing costs revolver, net | 2,177 | 2,479 |
Other non-current assets | 661 | |
Total assets | 697,049 | 694,353 |
Current liabilities: | ||
Accounts payable | 17,541 | 20,926 |
Accrued liabilities | 25,758 | 33,652 |
Deferred revenue and customer deposits | 2,721 | 1,794 |
Current portion of operating lease obligations | 8,791 | 11,914 |
Current portion of finance lease and other financing obligations (Note 8) | 1,518 | 1,369 |
Current warrant liabilities | 675 | |
Current portion of long-term debt, net (Note 8) | 179,177 | |
Total current liabilities | 235,506 | 70,330 |
Long-term debt (Note 8): | ||
Principal amount | 181,446 | |
Less: unamortized original issue discount | (1,772) | (2,619) |
Less: unamortized term loan deferred financing costs | (497) | (734) |
Long-term debt, net | 178,093 | |
Long-term finance lease and other financing obligations | 1,106 | 1,024 |
Long-term operating lease obligations | 6,062 | 8,426 |
Deferred revenue and customer deposits | 535 | 3,675 |
Deferred tax liability | 54,173 | 53,074 |
Asset retirement obligations | 2,501 | 2,424 |
Total liabilities | 299,883 | 317,046 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common Stock, $0.0001 par, 400,000,000 authorized, 112,135,786 issued and 100,430,681 outstanding as of June 30, 2024 and 111,091,266 issued and 101,660,601 outstanding as of December 31, 2023. | 10 | 10 |
Common Stock in treasury at cost, 11,705,105 shares as of June 30, 2024 and 9,430,665 shares as of December 31, 2023. | (44,822) | (23,559) |
Additional paid-in-capital | 144,772 | 142,379 |
Accumulated other comprehensive loss | (2,678) | (2,638) |
Accumulated earnings | 299,884 | 261,115 |
Total stockholders' equity | 397,166 | 377,307 |
Total liabilities and stockholders' equity | $ 697,049 | $ 694,353 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Consolidated Balance Sheets | ||
Allowance for credit losses | $ 624 | $ 550 |
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 | 112,135,786 | 111,091,266 |
Common stock, shares outstanding | 100,430,681 | 101,660,601 |
Treasury stock, shares | 11,705,105 | 9,430,665 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Revenue | $ 67,491 | $ 92,523 | $ 139,889 | $ 187,359 |
Revenue, Specialty rental income | 67,500 | 104,100 | ||
Total revenue | 100,721 | 143,630 | 207,393 | 291,449 |
Costs: | ||||
Depreciation of specialty rental assets | 14,805 | 17,992 | 29,586 | 35,589 |
Gross profit | 46,870 | 82,366 | 95,938 | 164,329 |
Selling, general and administrative | 13,457 | 13,457 | 28,312 | 28,656 |
Other depreciation and amortization | 3,908 | 3,841 | 7,792 | 7,644 |
Other expense (income), net | (46) | 311 | (156) | 1,315 |
Operating income | 29,551 | 64,757 | 59,990 | 126,714 |
Loss on extinguishment of debt | 2,128 | |||
Interest expense, net | 4,273 | 5,276 | 8,861 | 12,773 |
Change in fair value of warrant liabilities | (675) | (675) | (4,385) | |
Income before income tax | 25,278 | 60,156 | 51,804 | 116,198 |
Income tax expense | 6,892 | 13,703 | 13,035 | 25,920 |
Net income | 18,386 | 46,453 | 38,769 | 90,278 |
Change in fair value of warrant liabilities | (675) | (4,385) | ||
Net income attributable to common stockholders - diluted | 18,386 | 45,778 | 38,769 | 85,893 |
Other comprehensive loss | ||||
Foreign currency translation | (20) | (5) | (40) | (26) |
Comprehensive income | $ 18,366 | $ 46,448 | $ 38,729 | $ 90,252 |
Two Class Method: | ||||
Weighted average number shares outstanding - basic (in shares) | 100,261,964 | 101,465,088 | 100,459,835 | 101,056,450 |
Weighted average number shares outstanding - diluted (in shares) | 101,253,180 | 105,045,608 | 101,913,814 | 105,699,684 |
Net income per share - basic (in dollars per share) | $ 0.18 | $ 0.46 | $ 0.39 | $ 0.89 |
Net income per share - diluted (in dollars per share) | $ 0.18 | $ 0.44 | $ 0.38 | $ 0.81 |
Services | ||||
Revenue: | ||||
Revenue | $ 67,491 | $ 92,523 | $ 139,889 | $ 187,359 |
Costs: | ||||
Costs | 33,557 | 35,734 | 70,472 | 75,434 |
Specialty rental | ||||
Revenue: | ||||
Revenue, Specialty rental income | 33,230 | 51,107 | 67,504 | 104,090 |
Costs: | ||||
Costs | $ 5,489 | $ 7,538 | $ 11,397 | $ 16,097 |
Unaudited Consolidated Statem_2
Unaudited 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, 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 |
Beginning Balances (in shares) at Dec. 31, 2022 | 100,316,701 | 9,430,665 | 100,316,701 | 9,430,665 | ||||||||||
Net income | 43,825 | 43,825 | ||||||||||||
Stock-based compensation, net | 2,112 | 2,112 | ||||||||||||
Stock-based compensation, net (in shares) | 643,662 | |||||||||||||
Tax withholdings related to net share settlement of equity awards | (6,177) | (6,177) | ||||||||||||
Cumulative translation adjustment | (21) | (21) | ||||||||||||
Issuance of Common Stock from exercise of warrants | 42 | 42 | ||||||||||||
Issuance of Common Stock from exercise of warrants (in shares) | 2,869 | |||||||||||||
Issuance of Common Stock from exercise of stock options | 1,252 | 1,252 | ||||||||||||
Issuance of Common Stock from exercise of stock options (in shares) | 410,226 | |||||||||||||
Ending Balances at Mar. 31, 2023 | $ 10 | $ (23,559) | 136,516 | (2,595) | 131,240 | 241,612 | ||||||||
Ending Balances (in shares) at Mar. 31, 2023 | 101,373,458 | 9,430,665 | ||||||||||||
Beginning 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 |
Beginning Balances (in shares) at Dec. 31, 2022 | 100,316,701 | 9,430,665 | 100,316,701 | 9,430,665 | ||||||||||
Net income | 90,278 | |||||||||||||
Cumulative translation adjustment | (26) | |||||||||||||
Ending Balances at Jun. 30, 2023 | $ 10 | $ (23,559) | 138,779 | (2,600) | 177,693 | 290,323 | ||||||||
Ending Balances (in shares) at Jun. 30, 2023 | 101,595,246 | 9,430,665 | ||||||||||||
Beginning Balances at Mar. 31, 2023 | $ 10 | $ (23,559) | 136,516 | (2,595) | 131,240 | 241,612 | ||||||||
Beginning Balances (in shares) at Mar. 31, 2023 | 101,373,458 | 9,430,665 | ||||||||||||
Net income | 46,453 | 46,453 | ||||||||||||
Stock-based compensation, net | 2,337 | 2,337 | ||||||||||||
Stock-based compensation, net (in shares) | 207,288 | |||||||||||||
Tax withholdings related to net share settlement of equity awards | (241) | (241) | ||||||||||||
Cumulative translation adjustment | (5) | (5) | ||||||||||||
Issuance of Common Stock from exercise of warrants | 167 | 167 | ||||||||||||
Issuance of Common Stock from exercise of warrants (in shares) | 14,500 | |||||||||||||
Ending Balances at Jun. 30, 2023 | $ 10 | $ (23,559) | 138,779 | (2,600) | 177,693 | 290,323 | ||||||||
Ending Balances (in shares) at Jun. 30, 2023 | 101,595,246 | 9,430,665 | ||||||||||||
Beginning Balances at Dec. 31, 2023 | $ 10 | $ (23,559) | 142,379 | (2,638) | 261,115 | 377,307 | ||||||||
Beginning Balances (in shares) at Dec. 31, 2023 | 101,660,601 | 9,430,665 | ||||||||||||
Net income | 20,383 | 20,383 | ||||||||||||
Stock-based compensation, net | 1,579 | 1,579 | ||||||||||||
Stock-based compensation, net (in shares) | 658,659 | |||||||||||||
Tax withholdings related to net share settlement of equity awards | (2,615) | (2,615) | ||||||||||||
Cumulative translation adjustment | (20) | (20) | ||||||||||||
Issuance of Common Stock from exercise of warrants | 3 | 3 | ||||||||||||
Issuance of Common Stock from exercise of warrants (in shares) | 1,079 | |||||||||||||
Issuance of Common Stock from exercise of stock options | 268 | 268 | ||||||||||||
Issuance of Common Stock from exercise of stock options (in shares) | 59,524 | |||||||||||||
Repurchase of Common Stock as part of share repurchase program | $ (21,371) | (21,371) | ||||||||||||
Repurchase of Common Stock as part of share repurchase program (in shares) | (2,274,440) | 2,274,440 | ||||||||||||
Ending Balances at Mar. 31, 2024 | $ 10 | $ (44,930) | 141,614 | (2,658) | 281,498 | 375,534 | ||||||||
Ending Balances (in shares) at Mar. 31, 2024 | 100,105,423 | 11,705,105 | ||||||||||||
Beginning Balances at Dec. 31, 2023 | $ 10 | $ (23,559) | 142,379 | (2,638) | 261,115 | 377,307 | ||||||||
Beginning Balances (in shares) at Dec. 31, 2023 | 101,660,601 | 9,430,665 | ||||||||||||
Net income | 38,769 | |||||||||||||
Cumulative translation adjustment | $ (40) | |||||||||||||
Repurchase of Common Stock as part of share repurchase program (in shares) | (2,274,440) | |||||||||||||
Ending Balances at Jun. 30, 2024 | $ 10 | $ (44,822) | 144,772 | (2,678) | 299,884 | $ 397,166 | ||||||||
Ending Balances (in shares) at Jun. 30, 2024 | 100,430,681 | 11,705,105 | ||||||||||||
Beginning Balances at Mar. 31, 2024 | $ 10 | $ (44,930) | 141,614 | (2,658) | 281,498 | 375,534 | ||||||||
Beginning Balances (in shares) at Mar. 31, 2024 | 100,105,423 | 11,705,105 | ||||||||||||
Net income | 18,386 | 18,386 | ||||||||||||
Stock-based compensation, net | 1,612 | 1,612 | ||||||||||||
Stock-based compensation, net (in shares) | 44,329 | |||||||||||||
Cumulative translation adjustment | (20) | (20) | ||||||||||||
Issuance of Common Stock from exercise of stock options | 1,546 | $ 1,546 | ||||||||||||
Issuance of Common Stock from exercise of stock options (in shares) | 280,929 | |||||||||||||
Repurchase of Common Stock as part of share repurchase program (in shares) | 0 | |||||||||||||
Repurchase of Common Stock as part of share repurchase program | $ 108 | $ 108 | ||||||||||||
Ending Balances at Jun. 30, 2024 | $ 10 | $ (44,822) | $ 144,772 | $ (2,678) | $ 299,884 | $ 397,166 | ||||||||
Ending Balances (in shares) at Jun. 30, 2024 | 100,430,681 | 11,705,105 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 38,769 | $ 90,278 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 30,648 | 36,530 |
Amortization of intangible assets | 6,730 | 6,703 |
Noncash operating lease expense | 5,386 | 9,471 |
Accretion of asset retirement obligation | 77 | 87 |
Amortization of deferred financing costs | 540 | 1,753 |
Amortization of original issue discount | 846 | 313 |
Change in fair value of warrant liabilities | (675) | (4,385) |
Stock-based compensation expense | 4,083 | 9,113 |
(Gain) loss on disposal of specialty rental assets and other property, plant and equipment | 23 | 207 |
Loss on extinguishment of debt | 2,128 | |
Deferred income taxes | 1,099 | 19,722 |
Provision for credit losses on receivables, net of recoveries | 55 | 65 |
Changes in operating assets and liabilities | ||
Accounts receivable | 18,790 | (11,547) |
Prepaid expenses and other assets | 3,675 | 5,621 |
Accounts payable and other accrued liabilities | (13,458) | (19,425) |
Deferred revenue and customer deposits | (2,213) | (70,359) |
Operating lease obligation | (5,301) | (6,751) |
Other non-current assets and liabilities | 622 | 751 |
Net cash provided by operating activities | 89,696 | 70,275 |
Cash flows from investing activities: | ||
Purchase of specialty rental assets | (15,918) | (42,916) |
Purchase of property, plant, and equipment | (261) | (1,493) |
Acquired intangible assets | (4,547) | |
Proceeds from sale of specialty rental assets and other property, plant and equipment | 42 | 165 |
Net cash used in investing activities | (16,137) | (48,791) |
Cash flows from financing activities: | ||
Principal payments on finance and finance lease obligations | (824) | (701) |
Repayment of Senior Notes | (125,000) | |
Repurchase of Common Stock | (21,137) | |
Payment of issuance costs from warrant exchange | (1,504) | |
Proceeds from issuance of Common Stock from exercise of warrants | 3 | 209 |
Proceeds from issuance of Common Stock from exercise of options | 1,386 | 1,252 |
Payment of deferred financing costs | (1,423) | |
Taxes paid related to net share settlement of equity awards | (2,615) | (6,418) |
Net cash used in financing activities | (23,187) | (133,585) |
Effect of exchange rate changes on cash and cash equivalents | (5) | 6 |
Net increase (decrease) in cash and cash equivalents | 50,367 | (112,095) |
Cash and cash equivalents - beginning of period | 103,929 | 181,673 |
Cash and cash equivalents - end of period | 154,296 | 69,578 |
Non-cash investing and financing activity: | ||
Non-cash change in accrued capital expenditures | (1,109) | (2,142) |
Non-cash change in accrued excise tax on repurchase of Common Stock | (126) | |
Non-cash change in finance lease obligations | (1,054) | $ (882) |
Non-cash change in accrued proceeds from the issuance of Common Stock from the exercise of options | $ 428 |
Organization and Nature of Oper
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 the 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 unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) has been condensed or omitted pursuant to those rules and regulations. The financial statements included in this report should be read in conjunction with Target Hospitality’s Annual Report on the Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2024 or any future period. The accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial position as of June 30, 2024, and results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for three and six months ended June 30, 2024 and 2023. The consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated balance sheets of the Company, but does not contain all of the footnote disclosures from those annual financial statements. 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 unaudited 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. 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. 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. Recently Issued Accounting Standards Improvements to Reportable Segment Disclosures. Improvements to Income Tax Disclosures. Recent Developments On March 25, 2024, the Company announced that the Board of Directors of the Company (“the Board”) received an unsolicited non-binding proposal from Arrow Holdings S.à r.l. (“Arrow”), an affiliate of TDR, to acquire all of the outstanding shares of Common Stock of the Company that are not owned by any of Arrow, any investment fund managed by TDR or any of their respective affiliates, for cash consideration of $10.80 per share (the “Proposal”). The Board has established a special committee of independent directors (the "Special Committee"), and the Special Committee has retained Centerview Partners LLC and Ardea Partners LP as its financial advisors and Cravath, Swaine & Moore LLP as its legal advisor. The Special Committee continues its review and evaluation of the Proposal, as well as evaluating alternative proposals and other strategic alternatives. The Special Committee has made no decision at this time with respect to the Proposal, and the Company does not undertake any obligation to provide any updates with respect to the Proposal or any other transaction, except as required by applicable law or other regulatory requirements. There can be no assurance that any transaction will result from the Special Committee’s evaluation of the Proposal, or, if so, the timing, terms and conditions of such transaction. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue | |
Revenue | 2. Revenue Total revenue recognized under ASC 606 was approximately $139.9 million and $187.4 million for the six months ended June 30, 2024 and 2023, respectively, while specialty rental income was approximately $67.5 million and $104.1 million subject to the guidance of ASC 842 for the six months ended June 30, 2024 and 2023 respectively. Total revenue recognized under contracts recognized under ASC 606 was approximately $67.5 million and $92.5 million for the three months ended June 30, 2024 and 2023, respectively, while specialty rental income was approximately $33.2 million and $51.1 million subject to the guidance of ASC 842 for the three months ended June 30, 2024 and 2023, respectively. The following table disaggregates our services income by our two reportable segments as well as the All Other category: Hospitality and Facility Services – South (“HFS – South”), Government, and All Other for the dates indicated below: For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 HFS – South $ 36,606 $ 37,645 $ 72,319 $ 71,933 Government $ 28,255 $ 51,580 $ 62,808 $ 109,584 All Other $ 2,630 $ 3,298 $ 4,762 $ 5,842 Total services revenues $ 67,491 $ 92,523 $ 139,889 $ 187,359 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 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 Six Months Ended June 30, 2024 2023 Balances at Beginning of the Period $ 5,469 $ 125,519 Revenue recognized (2,213) (70,358) Balances at End of the Period $ 3,256 $ 55,161 As of June 30, 2024, 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: For the Years Ended December 31, 2024 2025 2026 Total Revenue expected to be recognized as of June 30, 2024 $ 45,377 $ 4,088 $ 282 $ 49,747 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 | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, December 31, 2024 2023 Specialty rental assets $ 764,501 $ 751,181 Construction-in-process 6,642 3,665 Less: accumulated depreciation (434,703) (405,782) Specialty rental assets, net $ 336,440 $ 349,064 Depreciation expense related to specialty rental assets was $29.6 million and $35.6 million for the six months ended June 30, 2024 and 2023, respectively, and is included in depreciation of specialty rental assets in the consolidated statements of comprehensive income. For the three months ended June 30, 2024 and 2023, depreciation expense of specialty rental assets was $14.8 million and $18.0 million, respectively, and is included in depreciation of specialty rental assets in the consolidated statements of comprehensive income. During the six months ended June 30, 2024, the Company disposed of assets with accumulated depreciation of approximately $0.3 million along with the related gross cost of approximately $0.3 million. During the six months ended June 30, 2024, there was also a non-cash change in specialty rental assets and related accumulated depreciation due to the effect of exchange rate changes in the amount of approximately $0.4 million with no net impact to specialty rental assets, net. During the six months ended June 30, 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 (income), net in the accompanying consolidated statement of comprehensive income for the six months ended June 30, 2023 |
Other Property, Plant and Equip
Other Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, December 31, 2024 2023 Land $ 31,111 $ 31,111 Buildings and leasehold improvements 905 901 Machinery and office equipment 2,117 1,820 Other 9,511 8,589 43,644 42,421 Less: accumulated depreciation (8,759) (7,790) Total other property, plant and equipment, net $ 34,885 $ 34,631 For the six months ended June 30, 2024 and 2023, depreciation expense related to other property, plant and equipment was $1.1 million and $0.9 million, respectively, and is included in other depreciation and amortization in the consolidated statements of comprehensive income. For the three months ended June 30, 2024 and 2023, depreciation expense related to other property, plant and equipment was $0.5 million and $0.5 million, respectively, and is included in other depreciation and amortization in the consolidated statements of comprehensive income. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, net | 6 Months Ended |
Jun. 30, 2024 | |
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 January 1, 2023 $ 41,038 Changes in Goodwill - Balance at December 31, 2023 41,038 Changes in Goodwill - Balance at June 30, 2024 $ 41,038 Intangible assets other than goodwill at the dates indicated below consisted of the following: June 30, 2024 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 3.4 $ 133,105 $ (90,200) $ 42,905 Non-compete agreement 3.8 349 (102) 247 Total 133,454 (90,302) 43,152 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 149,854 $ (90,302) $ 59,552 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 For the six months ended June 30, 2024 and 2023, amortization expense related to intangible assets was $6.7 million and $6.7 million, respectively, and is included in other depreciation and amortization in the consolidated statements of comprehensive income. For the three months ended June 30, 2024 and 2023, amortization expense related to intangible assets was $3.4 million and $3.4 million, respectively and is included in other depreciation and amortization in the consolidated statements of comprehensive income. The estimated aggregate amortization expense as of June 30, 2024 for each of the next five years and thereafter is as follows: Rest of 2024 $ 6,745 2025 13,475 2026 12,879 2027 8,270 2028 778 Thereafter 1,005 Total $ 43,152 |
Other Non-Current Assets
Other Non-Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Other Non-Current Assets | |
Other Non-Current Assets | 6. Other Non-Current Assets Other non-current assets includes 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: June 30, December 31, 2024 2023 Cloud computing implementation costs $ 7,436 $ 7,428 Less: accumulated amortization (7,436) (6,767) Other non-current assets $ — $ 661 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. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities as of the dates indicated below consists of the following: June 30, December 31, 2024 2023 Employee accrued compensation expense $ 8,045 $ 9,583 Other accrued liabilities 11,804 20,656 Accrued interest on debt 5,909 3,413 Total accrued liabilities $ 25,758 $ 33,652 Other accrued liabilities in the above table relates primarily to accrued utilities, real estate and sales taxes, state and federal income taxes, and other accrued operating expenses. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
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. In connection with the Notes Exchange Offer (defined in the Company’s 2023 Form 10-K), 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. As such, none of the 2024 Senior Secured Notes remain outstanding. Refer to the “Notes Exchange Offer” section within Note 8 of the Company’s 2023 Form 10-K for further discussion regarding the exchange and subsequent pay off of the remaining 2024 Senior Secured Notes. Senior Secured Notes 2025 In connection with the Notes Exchange Offer, as previously mentioned, on November 1, 2023 (the “Notes Exchange Offer Settlement Date”), approximately $181.4 million of 2024 Senior Secured Notes were exchanged by Arrow Bidco and Arrow Bidco issued approximately $181.4 million in aggregate principal amount of the 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”). The 2025 Senior Secured Notes will mature on June 15, 2025. 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, and began 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 current portion of long-term debt, net in the accompanying consolidated balance sheet as of June 30, 2024. June 30, 2024 Principal amount of 10.75% Senior Secured Notes, due 2025 $ 181,446 Less: unamortized original issue discount (1,772) Less: unamortized term loan deferred financing costs (497) Current portion of long-term debt, net $ 179,177 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 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, to 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 approximately $2.7 million and the unamortized balance of approximately $1.8 million as of June 30, 2024 is presented as a reduction of the principal within current portion of long-term debt, net in the accompanying consolidated balance sheet. 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 June 30, 2024 consisted of approximately $2.6 million of finance leases. The finance leases pertain to leases entered into during 2017 through June 30, 2024, for commercial-use vehicles with 36-month The Company’s finance lease and other financing obligations as of December 31, 2023 consisted of approximately $2.4 million of finance leases related to commercial-use vehicles with the same terms as described above. ABL Facility On March 15, 2019, 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. During the six months ended June 30, 2024, 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. As previously mentioned, none of the 2024 Senior Secured Notes remain outstanding. 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 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: June 30, December 31, 2024 2023 Finance lease and other financing obligations $ 2,624 $ 2,393 10.75% Senior Secured Notes due 2025, face amount 181,446 181,446 Less: unamortized original issue discount (1,772) (2,619) Less: unamortized term loan deferred financing costs (497) (734) Total debt, net 181,801 180,486 Less: current maturities (180,695) (1,369) Total long-term debt $ 1,106 $ 179,117 Interest expense, net The components of interest expense, net (which includes interest expense incurred) recognized in the unaudited consolidated statements of comprehensive income 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 Three Months Ended For the Six Months Ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Interest incurred on finance lease and other financing obligations $ 75 $ 50 $ 141 $ 92 Interest expense incurred on ABL Facility and Notes 5,042 5,094 10,085 12,564 Amortization of deferred financing costs on ABL Facility and Notes 272 663 540 1,753 Amortization of original issue discount on Notes 430 121 846 313 Interest income (1,546) (652) (2,751) (1,949) Interest expense, net $ 4,273 $ 5,276 $ 8,861 $ 12,773 Deferred Financing Costs and Original Issue Discount 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 on the consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. Accumulated amortization expense related to the deferred financing costs was approximately $13.8 million and $13.5 million as June 30, 2024 and December 31, 2023, respectively. Accumulated amortization of the original issue discount was approximately $3.9 million and $3.1 million as June 30, 2024 and December 31, 2023, 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 for the three months ended June 30, 2023. Accumulated amortization related to revolver deferred financing costs for the ABL Facility was approximately $5.6 million and $5.3 million as June 30, 2024 and December 31, 2023, respectively. Revolver deferred financing costs are presented on the consolidated balance sheets as of June 30, 2024 and December 31, 2023 within deferred financing costs revolver, net. 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 for the six months ended June 30, 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 of the ABL Facility, which are capitalized and presented on the consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively, 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. Refer to the components of interest expense in the table above 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 three and six months ended June 30, 2024 and 2023, 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. The schedule of future maturities as of June 30, 2024, consists of the following: Rest of 2024 $ 1,093 2025 182,394 2026 495 2027 88 Total $ 184,070 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
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 PEAC an aggregate of 5,333,334 warrants at a price of $1.50 per warrant (for an aggregate purchase price of $8.0 million) in a private placement (the “Private Warrants”) 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 the 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 the 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. The change in the estimated fair value of the Private Warrants resulted in a gain of approximately $(0.7) million and $(4.4) million for the six months ended June 30, 2024 and 2023, respectively. For the three months ended June 30, 2024 and 2023, the change in the estimated fair value of the Private Warrants resulted in a gain of $0 and approximately $(0.7) million, respectively. As of June 30, 2024 and 2023, 0 and 1,533,334, Private Warrants were outstanding, respectively. The Private Warrants expired unredeemed on March 15, 2024 and are no longer outstanding. The Company determined the following estimated fair values for the outstanding Private Warrants as of the dates indicated below: June 30, December 31, 2024 2023 Warrant liabilities $ — $ 675 Total $ — $ 675 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | 10. Income Taxes Income tax expense was approximately $13.0 million and $25.9 million for the six months ended June 30, 2024 and 2023 respectively. For the three months ended June 30, 2024 income tax expense was approximately $6.9 million and $13.7 million, respectively. The effective tax rate for the three months ended June 30, 2024 and 2023, was 27.3% and 22.8%, respectively. The effective tax rate for the six months ended June 30, 2024 and 2023, was 25.2% and 22.3%, respectively. The fluctuation in the rate for the three and six months ended June 30, 2024 and 2023, respectively, results primarily from the relationship of income before income tax for the three and six months ended June 30, 2024 and 2023, respectively. The effective tax rates for the three and six months ended June 30, 2024 and 2023, respectively, differs from the US federal statutory rate of 21% primarily due to 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. The Company accounts for income taxes in interim periods under ASC 740-270, Income Taxes – Interim Reporting |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
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. The Company measured the Private Warrant liabilities at fair value on a recurring basis at each reporting period end as more fully discussed below. Changes in the fair value of the 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: June 30, 2024 December 31, 2023 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 $ (179,177) $ (184,621) $ (178,093) $ (187,797) Recurring fair value measurements Level 3 Disclosures: There were 0 and 1,533,334 Private Warrants outstanding as of June 30, 2024 and December 31, 2023, respectively. Based on the fair value assessment that was performed, the Company determined a fair value price per Private Warrant of $0.00 and $0.44 as of June 30, 2024 and December 31, 2023, 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. June 30, December 31, 2024 2023 Exercise Price $ 0.00 $ 11.50 Stock Price $ 0.00 $ 9.73 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 0.00 0.20 Risk-Free Interest Rate % 0.00 % 5.31 Expected Volatility % 0.00 % 56.00 Per Share Value of Warrants $ 0.00 $ 0.44 The following table presents changes in Level 3 liabilities measured at fair value for June 30, 2024: Private Placement Warrants Balance at December 31, 2023 $ 675 Change in fair value of warrant liabilities (675) Balance at March 31, 2024 — Change in fair value of warrant liabilities — Balance at June 30, 2024 $ — There were no transfers of financial instruments between the three levels of the fair value hierarchy during the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023. The Private Warrants expired unredeemed on March 15, 2024 and are no longer outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings (Loss) per Share | |
Earnings (Loss) per Share | 13. Earnings (Loss) per Share Basic earnings (loss) per share (“EPS” or “LPS”) is calculated by dividing net income or loss attributable to Target Hospitality by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed similarly to basic net income 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 per share. During periods when net losses are incurred, potential dilutive securities would be anti-dilutive and are excluded from the calculation of diluted loss per share for that period. Net income was recorded for the three and six months ended June 30, 2024 and 2023. The following table reconciles net income attributable to common stockholders and the weighted average shares outstanding for the basic calculation to the net income 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 Three Months Ended For the Six Months Ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Numerator Net income attributable to Common Stockholders - basic $ 18,386 $ 46,453 $ 38,769 $ 90,278 Change in fair value of warrant liabilities — (675) — (4,385) Net income attributable to Common Stockholders - diluted $ 18,386 $ 45,778 $ 38,769 $ 85,893 Denominator Weighted average shares outstanding - basic 100,261,964 101,465,088 100,459,835 101,056,450 Dilutive effect of outstanding securities: Warrants — 1,357,752 — 1,844,596 PSUs 489,018 473,115 464,219 480,882 SARs 38,184 191,496 186,138 233,334 Stock Options 191,887 418,934 222,076 606,983 RSUs 272,127 1,139,223 581,546 1,477,439 Weighted average shares outstanding - diluted 101,253,180 105,045,608 101,913,814 105,699,684 Net income per share - basic $ 0.18 $ 0.46 $ 0.39 $ 0.89 Net income per share - diluted $ 0.18 $ 0.44 $ 0.38 $ 0.81 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 a total of 8,044,287 shares of the Company’s Common Stock for the three and six months ended June 30, 2023 were included in the computation of diluted EPS because their effect is dilutive as noted in the above table. No Public or Private Warrants were outstanding as of June 30, 2024 given they expired on March 15, 2024; therefore, the Public and Private Warrants had no impact on the computation of diluted EPS for the three and six months ended June 30, 2024. As discussed in Note 15, stock-based compensation awards were outstanding for the three and six months ended June 30, 2024 and 2023. These stock-based compensation awards were included in the computation of diluted EPS for the three and six months ended June 30, 2023 because their effect is dilutive as noted in the above table. For the three and six months ended June 30, 2024, 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 864,775 of contingently issuable PSUs were excluded from the computation of diluted EPS for three and six months ended June 30, 2024 as not all necessary conditions for issuance of these PSUs were satisfied, which includes 239,775 of PSUs that did not meet all of the Company’s Diversification EBITDA and TSR criteria (see Note 15) and 625,000 of PSUs issued in 2022 that did not meet all of the specified share price thresholds as discussed in the Company’s 2023 Form 10-K. Shares of treasury stock have been excluded from the computation of EPS. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders’ Equity Common Stock As of June 30, 2024 and December 31, 2023, Target Hospitality had 112,135,786 and 111,091,266 shares of Common Stock, par value $0.0001 per share issued with 100,430,681 and 101,660,601 outstanding, respectively. Each share of Common Stock has one vote. Preferred Shares Target Hospitality is authorized to issue 1,000,000 preferred shares at $0.0001 par value. As of June 30, 2024, no preferred shares were issued and 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 entitled 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. During the three months ended March 31, 2024, holders of Public Warrants exercised 1,079 Public Warrants for shares of Common Stock resulting in the Company receiving cash proceeds of less than $0.1 million and issuing 1,079 shares of Common Stock. As of June 30, 2024, the Company had 0 Public Warrants issued and outstanding given they expired on March 15, 2024. Common Stock in Treasury In August 2022, the Inflation Reduction Act of 2022 was enacted into law and imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. The Company reflected the applicable excise tax in equity as part of the cost basis of the stock repurchased during the six months ended June 30, 2024 and recorded a corresponding liability for the excise taxes payable in accrued expenses on the consolidated balance sheet as of June 30, 2024 in an amount of approximately $0.1 million. 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, applicable legal requirements, contractual obligations, and other factors. Any shares of common stock repurchased will be held as treasury shares. 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. During the six months ended June 30, 2024, the Company repurchased 2,274,440 shares of Common Stock for an aggregated price of approximately $21.1 million (excluding the excise tax discussed above). During the three months ended June 30, 2024, the Company did not repurchase any shares of Common Stock. As of June 30, 2024, the stock repurchase program had a remaining capacity of approximately $78.9 million. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Stock-Based Compensation | |
Stock-Based Compensation | 15. Stock-Based Compensation On February 29, 2024, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company adopted a new form 2024 Executive Restricted Stock Unit Agreement (the “RSU Agreement”) and a new form 2024 Executive Performance Stock Unit Agreement (the “PSU Agreement” together with the RSU Agreement, the “Award Agreements”) with respect to the granting of restricted stock units (“RSUs”) and performance stock units (“PSUs”), respectively, under the Target Hospitality Corp. 2019 Incentive Plan (as amended, the “Plan”). The new Award Agreements will be used for all awards to executive officers made on or after February 29, 2024. The RSU Agreement has material terms that are substantially similar to those in the form 2023 Executive Restricted Stock Unit Agreement last approved by the Compensation Committee and previously disclosed by the Company in the 2023 Form 10-K. Each PSU awarded under the 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 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 PSU Agreement) (the “Diversification EBITDA Based Award”), each measured based on the applicable Performance Period specified in the 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 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 PSU Agreement) depending upon the Company’s Diversification EBITDA (as defined in the 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 On February 29, 2024, the Compensation Committee awarded an aggregate of 350,128 time-based RSUs to certain of the Company’s executive officers and other employees, which vest ratably over a four-year period. On May 23, 2024, the Compensation Committee awarded an aggregate of 62,823 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. The table below represents the changes in RSUs: Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2023 1,682,206 $ 4.65 Granted 412,951 9.92 Vested (984,357) 3.85 Forfeited (120,840) 5.44 Balance at June 30, 2024 989,960 $ 7.55 Stock-based compensation expense for these RSUs recognized in selling, general and administrative expense in the consolidated statements of comprehensive income for the six months ended June 30, 2024 and 2023, was approximately $2.0 million and $2.7 million, respectively, with an associated tax benefit of approximately $0.5 million and $0.7 million, respectively. For the three months ended June 30, 2024 and 2023, stock-based compensation expense for RSUs was approximately $0.9 million and $1.4 million, respectively, with an associated tax benefit of $0.2 million and $0.4 million, respectively. At June 30, 2024, unrecognized compensation expense related to RSUs totaled approximately $7.7 million and is expected to be recognized over a remaining term of approximately 2.64 years. Performance Stock Units On February 29, 2024, the Company awarded an aggregate of 203,057 PSUs to certain of the Company’s executive officers and employees, which vest upon satisfaction of continued service with the Company until the third anniversary of the Grant Date and attainment of the Company’s Diversification EBITDA and TSR criteria. These PSUs were valued using a Monte Carlo simulation with the following assumptions on the grant date: the expected volatility was approximately 36.30%, the term was 2.84 years, the correlation coefficient was 0.5832, the dividend rate was 0.0% and the risk-free interest rate was approximately 4.41%, which resulted in a calculated fair value of approximately $13.50 per PSU as of the grant date. The table below represents the changes in PSUs: Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2023 1,358,868 $ 5.23 Granted 203,057 11.59 Forfeited (160,518) 6.36 Balance at June 30, 2024 1,401,407 $ 6.02 Stock-based compensation expense for these PSUs recognized in selling, general and administrative expense in the consolidated statement of comprehensive income for the six months ended June 30, 2024 and 2023, was approximately $1.1 million and $1.4 million, respectively, with an associated tax benefit of approximately $0.3 million and $0.4 million, respectively. For the three months ended June 30, 2024 and 2023, stock-based compensation expense was approximately $0.7 million and $0.7 million, respectively, with an associated tax benefit of $0.2 million and $0.2 million, respectively. At June 30, 2024, unrecognized compensation expense related to PSUs totaled approximately $4.3 million and is expected to be recognized over a remaining term of approximately 1.89 years. Stock Option Awards During the six months ended June 30, 2024, there were changes in stock options as shown in the following table. Options Weighted Average Exercise Price Per Share Weighted Average Contractual Life (Years) Intrinsic Value ($ in thousands) Outstanding Options at December 31, 2023 740,439 $ 6.55 5.17 $ 2,570 Exercised (340,453) 5.33 - 1,576 Vested and expired (29,941) 10.83 - - Outstanding Options at June 30, 2024 370,045 $ 7.32 5.33 $ 863 370,045 stock options were exercisable at June 30, 2024. Stock-based compensation expense for these stock option awards recognized in selling, general and administrative expense in the consolidated statements of comprehensive income for the six months ended June 30, 2024 and 2023, was approximately $0.1 million and $0.3 million, respectively, with an associated tax benefit of approximately less than $0.1 million and $0.1 million, respectively. For the three months ended June 30, 2024 and 2023, stock-based compensation expense was $0 and approximately $0.2 million, respectively, with an associated tax benefit of $0 and less than $0.1 million, respectively. As of June 30, 2024, there was no unrecognized compensation expense related to stock options. 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 did not have a sufficient trading history as a stand-alone public company to calculate volatility at the time of estimating the fair value of each option at the grant date. Additionally, due to an insufficient history with respect to stock option activity and post vesting cancellations, the expected term assumption is based on the simplified method permitted under SEC rules, whereby, the simple average of the vesting period for each tranche of award and its contractual term is aggregated to arrive at a weighted average expected term for the award. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a dividend on its shares of Common Stock. Stock-based payments are subject to service based vesting requirements and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. No stock options were forfeited during the six months ended June 30, 2024 and 2023. Stock Appreciation Right Awards 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 six months ended June 30, 2024, as approved by the Compensation Committee, 701,086 of the employee related exercised SARs shown in the table below were paid in cash in the amount of $6.2 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. The table below represents the changes in SARs: Number of Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding SARs at December 31, 2023 714,539 $ 1.82 7.17 Exercised (701,086) 1.79 - Outstanding SARs at June 30, 2024 13,453 $ 3.54 7.10 There were no SARs exercisable at June 30, 2024. 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 $0.1 million as of June 30, 2024, all of which is included in accrued liabilities in the accompanying consolidated balance sheet as of June 30, 2024. The liability associated with these SAR awards recognized as of December 31, 2023 was approximately $5.4 million, all of which is included in accrued liabilities in the accompanying consolidated balance sheet as of December 31, 2023. 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 rate was 0.0% and the risk-free interest rate was approximately 1.07%, which resulted in a calculated fair value of approximately $0.78 per SAR as of the grant date. The fair value of these liability awards will be remeasured at each reporting period until the date of settlement. At June 30, 2024, these SARs were valued using the Black-Scholes option pricing model with the following assumptions for awards granted on August 5, 2021: the expected volatility was 75.57%, the term was 3.58 years, the dividend rate was 0.0%, the risk-free interest rate was 4.42%, and the exercise price was $3.54, which resulted in a calculated fair value of $6.53 per SAR as June 30, 2024. 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. The estimated weighted-average fair value of each SAR as of June 30, 2024 and December 31, 2023 was $6.53 and $7.96, respectively. Increases and decreases in stock-based compensation expense are recognized over the vesting period, or immediately for vested awards. For the six months ended June 30, 2024 and 2023, the Company recognized compensation expense related to these awards of approximately $0.9 million and $4.7 million, respectively, in selling, general and administrative expense in the consolidated statements of comprehensive income. For the three months ended June 30, 2024 and 2023, the Company recognized compensation expense related to these awards of approximately $(0.3) million and $1.1 million, respectively. At June 30, 2024, unrecognized compensation expense related to SARs totaled less than $0.1 million and is expected to be recognized over a remaining weighted-average term of approximately 0.10 years. At June 30, 2024, the intrinsic value of the SARs was approximately $0.1 million. The volatility assumption used in the Black-Scholes option-pricing model for purposes of estimating the fair value as of December 31, 2023 and the grant date, is based on peer group volatility as the Company did not have a sufficient trading history as a stand-alone public company to calculate volatility as of December 31, 2023 and as of the grant date. 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 and as of June 30, 2024 is based on the simplified method permitted under SEC rules, whereby, the simple average of the vesting period for each tranche of award and its contractual term is aggregated to arrive at a weighted average expected term for the award. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a dividend on its shares of common stock. Stock-based payments are subject to service based vesting requirements and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. No SARs were forfeited during the six months ended June 30, 2024. |
Retirement plans
Retirement plans | 6 Months Ended |
Jun. 30, 2024 | |
Retirement plans | |
Retirement plans | 16. 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. For the six months ended June 30, 2024 and 2023, we recognized expense of $0.6 million and $0.6 million, respectively. For the three months ended June 30, 2024 and 2023, we recognized expense of $0.2 million and $0.2 million, respectively. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2024 | |
Business Segments | |
Business Segments | 17. Business Segments The Company is organized primarily on the basis of geographic region and customer industry group and operates in two reportable segments. 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 table below presents information about reported segments for the dates indicated below: 2024 HFS - South Government All Other Total For the Six Months Ended June 30, 2024 Revenue $ 75,165 $ 127,466 $ 4,762 (a) $ 207,393 Adjusted gross profit $ 25,906 $ 101,277 $ (1,659) $ 125,524 Total Assets $ 180,723 $ 200,470 $ 29,259 $ 410,452 For the Three Months Ended June 30, 2024 Revenue $ 38,232 $ 59,860 $ 2,629 (a) $ 100,721 Adjusted gross profit $ 13,065 $ 48,844 $ (234) $ 61,675 2023 HFS - South Government All Other Total For the Six Months Ended June 30, 2023 Revenue $ 74,925 $ 210,682 $ 5,842 (a) $ 291,449 Adjusted gross profit $ 24,950 $ 176,309 $ (1,341) $ 199,918 Total Assets (as of December 31, 2023) $ 184,453 $ 207,409 $ 30,987 $ 422,849 For the Three Months Ended June 30, 2023 Revenue $ 39,154 $ 101,179 $ 3,297 (a) $ 143,630 Adjusted Gross Profit $ 13,294 $ 87,535 $ (471) $ 100,358 (a) Revenues from 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 before income taxes for the dates indicated below, is as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Total reportable segment adjusted gross profit $ 61,909 $ 100,829 $ 127,183 $ 201,259 Other adjusted gross profit (234) (471) (1,659) (1,341) Depreciation and amortization (18,713) (21,833) (37,378) (43,233) Selling, general, and administrative expenses (13,457) (13,457) (28,312) (28,656) Other income (expense), net 46 (311) 156 (1,315) Loss on extinguishment of debt — — — (2,128) Interest expense, net (4,273) (5,276) (8,861) (12,773) Change in fair value of warrant liabilities — 675 675 4,385 Consolidated income before income taxes $ 25,278 $ 60,156 $ 51,804 $ 116,198 A reconciliation of total segment assets to total consolidated assets as of the dates indicated below, is as follows: June 30, 2024 December 31, 2023 Total reportable segment assets $ 381,193 $ 391,862 Other assets 31,170 32,871 Other unallocated amounts 284,686 269,620 Total Assets $ 697,049 $ 694,353 Other unallocated assets consist of the following as reported in the consolidated balance sheets of the Company as of the dates indicated below: June 30, 2024 December 31, 2023 Total current assets $ 208,830 $ 180,500 Other intangible assets, net 59,552 66,282 Operating lease right-of-use assets, net 14,127 19,698 Deferred financing costs revolver, net 2,177 2,479 Other non-current assets — 661 Total other unallocated amounts of assets $ 284,686 $ 269,620 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 18,386 | $ 20,383 | $ 46,453 | $ 43,825 | $ 38,769 | $ 90,278 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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 |
Organization and Nature of Op_2
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 the 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 unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) has been condensed or omitted pursuant to those rules and regulations. The financial statements included in this report should be read in conjunction with Target Hospitality’s Annual Report on the Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2024 or any future period. The accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial position as of June 30, 2024, and results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for three and six months ended June 30, 2024 and 2023. The consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated balance sheets of the Company, but does not contain all of the footnote disclosures from those annual financial statements. |
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 unaudited 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. |
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. 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Improvements to Reportable Segment Disclosures. Improvements to Income Tax Disclosures. |
Recent Developments | Recent Developments On March 25, 2024, the Company announced that the Board of Directors of the Company (“the Board”) received an unsolicited non-binding proposal from Arrow Holdings S.à r.l. (“Arrow”), an affiliate of TDR, to acquire all of the outstanding shares of Common Stock of the Company that are not owned by any of Arrow, any investment fund managed by TDR or any of their respective affiliates, for cash consideration of $10.80 per share (the “Proposal”). The Board has established a special committee of independent directors (the "Special Committee"), and the Special Committee has retained Centerview Partners LLC and Ardea Partners LP as its financial advisors and Cravath, Swaine & Moore LLP as its legal advisor. The Special Committee continues its review and evaluation of the Proposal, as well as evaluating alternative proposals and other strategic alternatives. The Special Committee has made no decision at this time with respect to the Proposal, and the Company does not undertake any obligation to provide any updates with respect to the Proposal or any other transaction, except as required by applicable law or other regulatory requirements. There can be no assurance that any transaction will result from the Special Committee’s evaluation of the Proposal, or, if so, the timing, terms and conditions of such transaction. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue | |
Summary of disaggregation of revenue by reportable segments as well as the all other category | For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 HFS – South $ 36,606 $ 37,645 $ 72,319 $ 71,933 Government $ 28,255 $ 51,580 $ 62,808 $ 109,584 All Other $ 2,630 $ 3,298 $ 4,762 $ 5,842 Total services revenues $ 67,491 $ 92,523 $ 139,889 $ 187,359 |
Summary of contract liabilities | For Six Months Ended June 30, 2024 2023 Balances at Beginning of the Period $ 5,469 $ 125,519 Revenue recognized (2,213) (70,358) Balances at End of the Period $ 3,256 $ 55,161 |
Summary of revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed | For the Years Ended December 31, 2024 2025 2026 Total Revenue expected to be recognized as of June 30, 2024 $ 45,377 $ 4,088 $ 282 $ 49,747 |
Specialty Rental Assets, Net (T
Specialty Rental Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Specialty Rental Assets, Net | |
Schedule of specialty rental assets | June 30, December 31, 2024 2023 Specialty rental assets $ 764,501 $ 751,181 Construction-in-process 6,642 3,665 Less: accumulated depreciation (434,703) (405,782) Specialty rental assets, net $ 336,440 $ 349,064 |
Other Property, Plant and Equ_2
Other Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Property, Plant and Equipment, Net | |
Schedule of other property, plant and equipment, net | June 30, December 31, 2024 2023 Land $ 31,111 $ 31,111 Buildings and leasehold improvements 905 901 Machinery and office equipment 2,117 1,820 Other 9,511 8,589 43,644 42,421 Less: accumulated depreciation (8,759) (7,790) Total other property, plant and equipment, net $ 34,885 $ 34,631 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Other Intangible Assets, net | |
Schedule of changes in carrying amount of goodwill | HFS - South Balance at January 1, 2023 $ 41,038 Changes in Goodwill - Balance at December 31, 2023 41,038 Changes in Goodwill - Balance at June 30, 2024 $ 41,038 |
Schedule of intangible assets other than goodwill | June 30, 2024 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 3.4 $ 133,105 $ (90,200) $ 42,905 Non-compete agreement 3.8 349 (102) 247 Total 133,454 (90,302) 43,152 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 149,854 $ (90,302) $ 59,552 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 |
Schedule of estimated aggregate amortization expense | Rest of 2024 $ 6,745 2025 13,475 2026 12,879 2027 8,270 2028 778 Thereafter 1,005 Total $ 43,152 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Non-Current Assets | |
Schedule of other non-current assets | June 30, December 31, 2024 2023 Cloud computing implementation costs $ 7,436 $ 7,428 Less: accumulated amortization (7,436) (6,767) Other non-current assets $ — $ 661 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | June 30, December 31, 2024 2023 Employee accrued compensation expense $ 8,045 $ 9,583 Other accrued liabilities 11,804 20,656 Accrued interest on debt 5,909 3,413 Total accrued liabilities $ 25,758 $ 33,652 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Summary of carrying value of debt outstanding | June 30, December 31, 2024 2023 Finance lease and other financing obligations $ 2,624 $ 2,393 10.75% Senior Secured Notes due 2025, face amount 181,446 181,446 Less: unamortized original issue discount (1,772) (2,619) Less: unamortized term loan deferred financing costs (497) (734) Total debt, net 181,801 180,486 Less: current maturities (180,695) (1,369) Total long-term debt $ 1,106 $ 179,117 |
Components of interest expense | For the Three Months Ended For the Six Months Ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Interest incurred on finance lease and other financing obligations $ 75 $ 50 $ 141 $ 92 Interest expense incurred on ABL Facility and Notes 5,042 5,094 10,085 12,564 Amortization of deferred financing costs on ABL Facility and Notes 272 663 540 1,753 Amortization of original issue discount on Notes 430 121 846 313 Interest income (1,546) (652) (2,751) (1,949) Interest expense, net $ 4,273 $ 5,276 $ 8,861 $ 12,773 |
Schedule of future maturities | Rest of 2024 $ 1,093 2025 182,394 2026 495 2027 88 Total $ 184,070 |
Senior Secured Notes 2025 | |
Debt | |
Summary of carrying value of debt outstanding | June 30, 2024 Principal amount of 10.75% Senior Secured Notes, due 2025 $ 181,446 Less: unamortized original issue discount (1,772) Less: unamortized term loan deferred financing costs (497) Current portion of long-term debt, net $ 179,177 |
Schedule of debt redemption | Redemption Date Price September 15, 2024 102.000% March 15, 2025 and thereafter 101.000% |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities | |
Schedule of warrant liabilities | June 30, December 31, 2024 2023 Warrant liabilities $ — $ 675 Total $ — $ 675 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value of Financial Instruments | |
Summary of carrying amounts and fair values of financial assets and liabilities | June 30, 2024 December 31, 2023 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 $ (179,177) $ (184,621) $ (178,093) $ (187,797) |
Summary of inputs used to calculate the fair value of the warrant liabilities | June 30, December 31, 2024 2023 Exercise Price $ 0.00 $ 11.50 Stock Price $ 0.00 $ 9.73 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 0.00 0.20 Risk-Free Interest Rate % 0.00 % 5.31 Expected Volatility % 0.00 % 56.00 Per Share Value of Warrants $ 0.00 $ 0.44 |
Schedule of changes in Level 3 liabilities measured at fair value | Private Placement Warrants Balance at December 31, 2023 $ 675 Change in fair value of warrant liabilities (675) Balance at March 31, 2024 — Change in fair value of warrant liabilities — Balance at June 30, 2024 $ — |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings (Loss) per Share | |
Schedule of reconciliation of net loss and weighted-average shares of common stock outstanding | The following table reconciles net income attributable to common stockholders and the weighted average shares outstanding for the basic calculation to the net income 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 Three Months Ended For the Six Months Ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Numerator Net income attributable to Common Stockholders - basic $ 18,386 $ 46,453 $ 38,769 $ 90,278 Change in fair value of warrant liabilities — (675) — (4,385) Net income attributable to Common Stockholders - diluted $ 18,386 $ 45,778 $ 38,769 $ 85,893 Denominator Weighted average shares outstanding - basic 100,261,964 101,465,088 100,459,835 101,056,450 Dilutive effect of outstanding securities: Warrants — 1,357,752 — 1,844,596 PSUs 489,018 473,115 464,219 480,882 SARs 38,184 191,496 186,138 233,334 Stock Options 191,887 418,934 222,076 606,983 RSUs 272,127 1,139,223 581,546 1,477,439 Weighted average shares outstanding - diluted 101,253,180 105,045,608 101,913,814 105,699,684 Net income per share - basic $ 0.18 $ 0.46 $ 0.39 $ 0.89 Net income per share - diluted $ 0.18 $ 0.44 $ 0.38 $ 0.81 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 1,682,206 $ 4.65 Granted 412,951 9.92 Vested (984,357) 3.85 Forfeited (120,840) 5.44 Balance at June 30, 2024 989,960 $ 7.55 |
Schedule of changes in performance stock units | Number of Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2023 1,358,868 $ 5.23 Granted 203,057 11.59 Forfeited (160,518) 6.36 Balance at June 30, 2024 1,401,407 $ 6.02 |
Schedule of changes in stock options | Options Weighted Average Exercise Price Per Share Weighted Average Contractual Life (Years) Intrinsic Value ($ in thousands) Outstanding Options at December 31, 2023 740,439 $ 6.55 5.17 $ 2,570 Exercised (340,453) 5.33 - 1,576 Vested and expired (29,941) 10.83 - - Outstanding Options at June 30, 2024 370,045 $ 7.32 5.33 $ 863 |
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, 2023 714,539 $ 1.82 7.17 Exercised (701,086) 1.79 - Outstanding SARs at June 30, 2024 13,453 $ 3.54 7.10 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Segments | |
Schedule of segment reporting information | 2024 HFS - South Government All Other Total For the Six Months Ended June 30, 2024 Revenue $ 75,165 $ 127,466 $ 4,762 (a) $ 207,393 Adjusted gross profit $ 25,906 $ 101,277 $ (1,659) $ 125,524 Total Assets $ 180,723 $ 200,470 $ 29,259 $ 410,452 For the Three Months Ended June 30, 2024 Revenue $ 38,232 $ 59,860 $ 2,629 (a) $ 100,721 Adjusted gross profit $ 13,065 $ 48,844 $ (234) $ 61,675 2023 HFS - South Government All Other Total For the Six Months Ended June 30, 2023 Revenue $ 74,925 $ 210,682 $ 5,842 (a) $ 291,449 Adjusted gross profit $ 24,950 $ 176,309 $ (1,341) $ 199,918 Total Assets (as of December 31, 2023) $ 184,453 $ 207,409 $ 30,987 $ 422,849 For the Three Months Ended June 30, 2023 Revenue $ 39,154 $ 101,179 $ 3,297 (a) $ 143,630 Adjusted Gross Profit $ 13,294 $ 87,535 $ (471) $ 100,358 (a) Revenues from segments below the quantitative thresholds are reported in the “All Other” category previously described. |
Schedule of reconciliation of total segment adjusted gross profit | For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Total reportable segment adjusted gross profit $ 61,909 $ 100,829 $ 127,183 $ 201,259 Other adjusted gross profit (234) (471) (1,659) (1,341) Depreciation and amortization (18,713) (21,833) (37,378) (43,233) Selling, general, and administrative expenses (13,457) (13,457) (28,312) (28,656) Other income (expense), net 46 (311) 156 (1,315) Loss on extinguishment of debt — — — (2,128) Interest expense, net (4,273) (5,276) (8,861) (12,773) Change in fair value of warrant liabilities — 675 675 4,385 Consolidated income before income taxes $ 25,278 $ 60,156 $ 51,804 $ 116,198 |
Schedule of reconciliation of total segment assets to total consolidated assets | June 30, 2024 December 31, 2023 Total reportable segment assets $ 381,193 $ 391,862 Other assets 31,170 32,871 Other unallocated amounts 284,686 269,620 Total Assets $ 697,049 $ 694,353 |
Schedule of unallocated assets consist of the following as reported in the consolidated balance sheets | June 30, 2024 December 31, 2023 Total current assets $ 208,830 $ 180,500 Other intangible assets, net 59,552 66,282 Operating lease right-of-use assets, net 14,127 19,698 Deferred financing costs revolver, net 2,177 2,479 Other non-current assets — 661 Total other unallocated amounts of assets $ 284,686 $ 269,620 |
Organization and Nature of Op_3
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - $ / shares | Jun. 30, 2024 | Mar. 25, 2024 |
Investment fund, cash consideration price per share | $ 10.80 | |
TDR Capital | Target Hospitality | ||
Ownership interest in an affiliate | 64% |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 67,491 | $ 92,523 | $ 139,889 | $ 187,359 |
Revenue, subject to ASC 842 | $ 67,500 | 104,100 | ||
Number of reportable segments | segment | 2 | |||
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 67,491 | 92,523 | $ 139,889 | 187,359 |
Specialty rental | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, subject to ASC 842 | $ 33,230 | $ 51,107 | $ 67,504 | $ 104,090 |
Revenue - Disaggregation Revenu
Revenue - Disaggregation Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 67,491 | $ 92,523 | $ 139,889 | $ 187,359 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 67,491 | 92,523 | 139,889 | 187,359 |
Services | HFS - South | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 36,606 | 37,645 | 72,319 | 71,933 |
Services | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 28,255 | 51,580 | 62,808 | 109,584 |
Services | All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,630 | $ 3,298 | $ 4,762 | $ 5,842 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Change in Contract with Customer, Liability [Abstract] | ||
Balances at Beginning of the Period | $ 5,469 | $ 125,519 |
Revenue recognized | (2,213) | (70,358) |
Balances at End of the Period | $ 3,256 | $ 55,161 |
Revenue - Revenue Expected to b
Revenue - Revenue Expected to be Recognized (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized | $ 49,747 |
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 | 6 months |
Revenue expected to be recognized | $ 45,377 |
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 | $ 4,088 |
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 | $ 282 |
Specialty Rental Assets, Net (D
Specialty Rental Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Less: accumulated depreciation | $ (434,703) | $ (434,703) | $ (405,782) | ||
Specialty rental assets, net | 336,440 | 336,440 | 349,064 | ||
Accumulated depreciation | $ 8,700 | $ 8,700 | |||
Depreciation | 14,805 | 17,992 | 29,586 | 35,589 | |
Gross cost | 9,100 | 9,100 | |||
Proceeds from sale of specialty rental assets and other property, plant and equipment | 42 | 165 | |||
Specialty rental assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Specialty rental assets, gross | 764,501 | 764,501 | 751,181 | ||
Accumulated depreciation | 300 | 300 | |||
Depreciation | 18,000 | $ 14,800 | 29,600 | 35,600 | |
Accumulated depreciation due to the effect of exchange rate changes | 400 | ||||
Gross cost | 300 | 300 | |||
Gain on sale of assets | 200 | ||||
Gain on sale of assets | 1,200 | ||||
Proceeds from sale of specialty rental assets and other property, plant and equipment | $ 200 | ||||
Construction-in-process | |||||
Property, Plant and Equipment [Line Items] | |||||
Specialty rental assets, gross | $ 6,642 | $ 6,642 | $ 3,665 |
Other Property, Plant and Equ_3
Other Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | $ 43,644 | $ 43,644 | $ 42,421 | ||
Less: accumulated depreciation | (8,759) | (8,759) | (7,790) | ||
Total other property, plant and equipment, net | 34,885 | 34,885 | 34,631 | ||
Depreciation on Other PPE | 3,908 | $ 3,841 | 7,792 | $ 7,644 | |
Land | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 31,111 | 31,111 | 31,111 | ||
Buildings and leasehold improvements | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 905 | 905 | 901 | ||
Machinery and office equipment | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 2,117 | 2,117 | 1,820 | ||
Other | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 9,511 | 9,511 | $ 8,589 | ||
Property, Plant and Equipment Other Types | |||||
Other property, plant and equipment | |||||
Depreciation on Other PPE | $ 500 | $ 500 | $ 1,100 | $ 900 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Intangible assets subject to amortization | |||||
Gross Carrying Amount | $ 133,454 | $ 133,454 | $ 133,454 | ||
Accumulated Amortization | (90,302) | (90,302) | (83,572) | ||
Net Book Value | 43,152 | 43,152 | 49,882 | ||
Total intangible assets other than goodwill | |||||
Gross Carrying Amount | 149,854 | 149,854 | 149,854 | ||
Net Book Value | 59,552 | 59,552 | 66,282 | ||
Aggregate amortization expense of intangible assets | 3,400 | $ 3,400 | 6,730 | $ 6,703 | |
Tradenames | |||||
Indefinite lived assets: | |||||
Net Book Value | $ 16,400 | $ 16,400 | $ 16,400 | ||
Customer relationships | |||||
Intangible assets subject to amortization | |||||
Weighted average remaining lives | 3 years 4 months 24 days | 3 years 4 months 24 days | 3 years 10 months 24 days | ||
Gross Carrying Amount | $ 133,105 | $ 133,105 | $ 133,105 | ||
Accumulated Amortization | (90,200) | (90,200) | (83,505) | ||
Net Book Value | $ 42,905 | $ 42,905 | $ 49,600 | ||
Non-compete agreements | |||||
Intangible assets subject to amortization | |||||
Weighted average remaining lives | 3 years 9 months 18 days | 3 years 9 months 18 days | 4 years 1 month 6 days | ||
Gross Carrying Amount | $ 349 | $ 349 | $ 349 | ||
Accumulated Amortization | (102) | (102) | (67) | ||
Net Book Value | $ 247 | $ 247 | $ 282 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Estimated aggregate amortization expense: | ||
Rest of 2024 | $ 6,745 | |
2025 | 13,475 | |
2026 | 12,879 | |
2027 | 8,270 | |
2028 | 778 | |
Thereafter | 1,005 | |
Total | $ 43,152 | $ 49,882 |
Other Non-Current Assets - Narr
Other Non-Current Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Amortization of intangible assets | $ 3,400 | $ 3,400 | $ 6,730 | $ 6,703 |
Capitalized software | ||||
Amortization of intangible assets | $ 200 | $ 300 | $ 700 | $ 700 |
Capitalized software | Maximum | ||||
Useful life of intangible asset | 4 years | 4 years | ||
Capitalized software | Minimum | ||||
Useful life of intangible asset | 2 years | 2 years |
Other Non-Current Assets - Othe
Other Non-Current Assets - Other non-current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Non-Current Assets | ||
Cloud computing implementation costs | $ 7,436 | $ 7,428 |
Less: accumulated amortization | $ (7,436) | (6,767) |
Other non-current assets | $ 661 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Liabilities [Abstract] | ||
Employee accrued compensation expense | $ 8,045 | $ 9,583 |
Other accrued liabilities | 11,804 | 20,656 |
Accrued interest on debt | 5,909 | 3,413 |
Total accrued liabilities | $ 25,758 | $ 33,652 |
Debt - Senior Secured Notes 202
Debt - Senior Secured Notes 2024 (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 18 Months Ended | |||||
Nov. 01, 2023 | Mar. 15, 2023 | Mar. 15, 2019 | Jun. 30, 2024 | Dec. 31, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 21, 2023 | |
2024 Senior Secured Notes | ||||||||
Debt | ||||||||
Principal amount of debt | $ 340,000 | |||||||
Interest rate (as a percent) | 9.50% | |||||||
Repayments of secured debt | $ 5,500 | |||||||
Extinguishment of debt | $ 125,000 | |||||||
Amount of debt exchanged | $ 181,400 | |||||||
Long-term Debt | $ 0 | $ 28,100 | ||||||
2025 Senior Secured Notes | ||||||||
Debt | ||||||||
Principal amount of debt | $ 181,400 | $ 181,446 | $ 181,446 | $ 181,446 | ||||
Interest rate (as a percent) | 10.75% | 10.75% | 10.75% |
Debt - Senior Secured Notes 2_2
Debt - Senior Secured Notes 2025 (Details) - USD ($) $ in Thousands | 6 Months Ended | 18 Months Ended | |||
Nov. 01, 2023 | Sep. 29, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt | |||||
Less: unamortized original issue discount | $ (1,772) | $ (1,772) | $ (2,619) | ||
Less: unamortized term loan deferred financing costs | (497) | (497) | (734) | ||
Current portion of long-term debt, net | 179,177 | 179,177 | |||
2025 Senior Secured Notes | |||||
Debt | |||||
Principal amount of debt | $ 181,400 | $ 181,446 | $ 181,446 | $ 181,446 | |
Interest rate (as a percent) | 10.75% | 10.75% | 10.75% | ||
Less: unamortized original issue discount | $ (1,772) | $ (1,772) | |||
Less: unamortized term loan deferred financing costs | (497) | (497) | |||
Current portion of long-term debt, net | 179,177 | $ 179,177 | |||
Original issue discount | $ 2,700 | ||||
Arrow Bidco | 2025 Senior Secured Notes | |||||
Debt | |||||
Basis point on redemption | 0.50 | ||||
Arrow Bidco | 2025 Senior Secured Notes | Minimum | |||||
Debt | |||||
Period for prior written notice to holders for redemption | 15 days | ||||
Period for prior written notice to trustee for redemption | 20 days | ||||
Arrow Bidco | 2025 Senior Secured Notes | Maximum | |||||
Debt | |||||
Period for prior written notice to holders for redemption | 60 days | ||||
Arrow Bidco and its Subsidiaries | 2025 Senior Secured Notes | |||||
Debt | |||||
Redemption price | 101% | ||||
September 15 2024 | Arrow Bidco | 2025 Senior Secured Notes | |||||
Debt | |||||
Maximum percentage of principal amount of notes redeemed | 100% | ||||
Redemption price | 102% | ||||
Interest rate (percent) | 1% | 1% | |||
March 15, 2025 and thereafter | Arrow Bidco | 2025 Senior Secured Notes | |||||
Debt | |||||
Redemption price | 101% |
Debt - Finance Lease and Other
Debt - Finance Lease and Other Financing Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Finance lease and other financing obligations, current and long-term | $ 2,624 | $ 2,393 |
Commercial-use vehicles | ||
Lessee, Lease, Description [Line Items] | ||
Capital lease term | 36 months |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - USD ($) $ in Millions | 6 Months Ended | |||||
Mar. 15, 2019 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 21, 2023 | Oct. 12, 2023 | Mar. 14, 2019 | |
2024 Senior Secured Notes | ||||||
ABL Facility | ||||||
Outstanding debt | $ 0 | $ 28.1 | ||||
ABL Facility | ||||||
ABL Facility | ||||||
Borrowing capacity | $ 175 | $ 175 | $ 125 | |||
Proceeds from line of credit | $ 0 | |||||
Repayment of line of credit | 0 | |||||
Outstanding amount | $ 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 | |||||
Percentage of voting equity interests in non-US restricted subsidiary pledge | 65% | |||||
Minimum fixed charge coverage ratio | 1% | |||||
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 | |||||
Swingline | ||||||
ABL Facility | ||||||
Borrowing capacity | $ 15 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands | 6 Months Ended | 18 Months Ended | ||
Nov. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Carrying value of debt outstanding | ||||
Finance lease and other financing obligations | $ 2,624 | $ 2,624 | $ 2,393 | |
Less: unamortized original issue discount | (1,772) | (1,772) | (2,619) | |
Less: unamortized term loan deferred financing costs | (497) | (497) | (734) | |
Total debt, net | 181,801 | 181,801 | 180,486 | |
Less: current maturities | (180,695) | (180,695) | (1,369) | |
Total long-term debt | 1,106 | 1,106 | $ 179,117 | |
Senior Secured Notes 2025 | ||||
Carrying value of debt outstanding | ||||
Less: unamortized original issue discount | (1,772) | (1,772) | ||
Less: unamortized term loan deferred financing costs | $ (497) | $ (497) | ||
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt | ||||
Interest incurred on finance lease and other financing obligations | $ 75 | $ 50 | $ 141 | $ 92 |
Interest expense incurred on ABL Facility and Notes | 5,042 | 5,094 | 10,085 | 12,564 |
Amortization of deferred financing costs on ABL Facility and Notes | 272 | 663 | 540 | 1,753 |
Amortization of original issue discount on Notes | 430 | 121 | 846 | 313 |
Interest income | (1,546) | (652) | (2,751) | (1,949) |
Interest expense, net | $ 4,273 | $ 5,276 | $ 8,861 | $ 12,773 |
Debt - Deferred Financing Costs
Debt - Deferred Financing Costs and Original Issue Discount (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt | ||||
Loss on extinguishment of debt | $ (2,128) | |||
Debt issuance costs | $ 497 | $ 734 | ||
Algeco ABL facility | ||||
Debt | ||||
Debt issuance costs | 400 | |||
2024 Senior Secured Notes | ||||
Debt | ||||
Loss on extinguishment of debt | $ (1,700) | |||
2025 Senior Secured Notes | ||||
Debt | ||||
Accumulated amortization of deferred financing costs | 13,800 | 13,500 | ||
Accumulated amortization of debt issuance costs | 3,900 | 3,100 | ||
Debt issuance costs | 497 | |||
ABL Facility | ||||
Debt | ||||
Loss on extinguishment of debt | $ (400) | |||
Debt issuance costs | 1,400 | 1,000 | ||
ABL Facility | Algeco ABL facility | ||||
Debt | ||||
Accumulated amortization related to revolver deferred financing costs | $ 5,600 | $ 5,300 |
Debt - Schedule of maturities o
Debt - Schedule of maturities of long term debt and finance lease obligations (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt | |
Rest of 2024 | $ 1,093 |
2025 | 182,394 |
2026 | 495 |
2027 | 88 |
Total | $ 184,070 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jan. 17, 2018 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 15, 2024 | |
Warrants to issue shares of common stock. | 0 | 0 | ||||
Gain (loss) on estimated change in fair value of warrants | $ (675) | $ (675) | $ (4,385) | |||
Private Warrants | ||||||
Warrants to issue shares of common stock. | 5,333,334 | 0 | 1,533,334 | 0 | 1,533,334 | 0 |
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 | $ 0 | $ (700) | $ (700) | $ (4,400) |
Warrant Liabilities - Estimated
Warrant Liabilities - Estimated fair value Private Warrants (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Warrant liabilities | $ 675 |
Private Warrants | |
Warrant liabilities | $ 675 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes | ||||
Income tax expense | $ 6,892 | $ 13,703 | $ 13,035 | $ 25,920 |
Effective tax rate | 27.30% | 22.80% | 25.20% | 22.30% |
Effective Income Tax Rate | 21% | 21% | 21% | 21% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) Y $ / shares shares | Mar. 15, 2024 shares | Dec. 31, 2023 USD ($) $ / shares Y shares | Jun. 30, 2023 shares | Jan. 17, 2018 shares | |
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants to issue shares of common stock. | shares | 0 | |||||
Private Warrants | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants to issue shares of common stock. | shares | 0 | 0 | 1,533,334 | 5,333,334 | ||
Level 3 | Private Warrants | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants to issue shares of common stock. | shares | 0 | 1,533,334 | ||||
Per Share Value of Warrants | $ / shares | $ 0 | $ 0.44 | ||||
Balance at beginning of the period | $ 675 | |||||
Change in fair value of warrant liabilities | $ (675) | |||||
Level 3 | Private Warrants | Exercise Price | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 0 | 11.50 | ||||
Level 3 | Private Warrants | Stock Price | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 0 | 9.73 | ||||
Level 3 | Private Warrants | Dividend Yield | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||||
Level 3 | Private Warrants | Expected Term (in Years) | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | Y | 0 | 0.20 | ||||
Level 3 | Private Warrants | Risk-Free Interest Rate | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0.0531 | ||||
Level 3 | Private Warrants | Expected Volatility | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0.5600 | ||||
2025 Senior Secured Notes | Carrying amount | Level 1 | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Debt Instrument, Fair Value Disclosure, | $ (179,177) | $ (178,093) | ||||
2025 Senior Secured Notes | Fair value | Level 1 | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Debt Instrument, Fair Value Disclosure, | $ (184,621) | $ (187,797) |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator | ||||
Net income attributable to Common Stockholders - basic | $ 18,386 | $ 46,453 | $ 38,769 | $ 90,278 |
Change in fair value of warrant liabilities | (675) | (4,385) | ||
Net income attributable to Common Stockholders - diluted | $ 18,386 | $ 45,778 | $ 38,769 | $ 85,893 |
Denominator | ||||
Weighted average shares outstanding - basic | 100,261,964 | 101,465,088 | 100,459,835 | 101,056,450 |
Warrants | 1,357,752 | 1,844,596 | ||
Weighted average shares outstanding - diluted | 101,253,180 | 105,045,608 | 101,913,814 | 105,699,684 |
Net income (loss) per share - basic | $ 0.18 | $ 0.46 | $ 0.39 | $ 0.89 |
Net income (loss) per share - diluted | $ 0.18 | $ 0.44 | $ 0.38 | $ 0.81 |
Warrants to issue shares of common stock. | 0 | 0 | ||
PSUs | ||||
Denominator | ||||
Dilutive effect of outstanding securities | 489,018 | 473,115 | 464,219 | 480,882 |
Stock Appreciation Rights (SARs) | ||||
Denominator | ||||
Dilutive effect of outstanding securities | 38,184 | 191,496 | 186,138 | 233,334 |
Employee Stock Option | ||||
Denominator | ||||
Dilutive effect of outstanding securities | 191,887 | 418,934 | 222,076 | 606,983 |
RSUs | ||||
Denominator | ||||
Dilutive effect of outstanding securities | 272,127 | 1,139,223 | 581,546 | 1,477,439 |
Warrant | ||||
Denominator | ||||
Excluded from computation of loss per share | 8,044,287 | 8,044,287 | ||
PSUs | ||||
Denominator | ||||
Excluded from computation of loss per share | 864,775 | |||
Antidilutive securities that did not meet performance criteria | 239,775 | |||
Antidilutive securities that did not meet all specified share price thresholds | 625,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 17, 2018 $ / shares shares | Aug. 31, 2022 | Jun. 30, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) shares | Jun. 30, 2024 USD ($) Vote $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 Vote $ / shares shares | Nov. 03, 2022 USD ($) | |
Common Stock | ||||||||
Common stock, shares issued | 112,135,786 | 112,135,786 | 111,091,266 | |||||
Common stock, shares outstanding | 100,430,681 | 100,430,681 | 101,660,601 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of Votes Per Share | Vote | 1 | 1 | ||||||
Preferred Shares | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Warrants | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Warrants to issue shares of common stock. | 0 | 0 | ||||||
Proceeds from issuance of Common Stock from exercise of warrants | $ | $ 3 | $ 209 | ||||||
Treasury Stock, Shares | ||||||||
Nondeductible excise tax | 1% | |||||||
Repurchase of common shares | 0 | 2,274,440 | ||||||
Repurchase of common stock of aggregate price | $ | $ 21,137 | |||||||
Remaining authorized repurchase amount | $ | $ 78,900 | 78,900 | ||||||
Accrued Liabilities | ||||||||
Treasury Stock, Shares | ||||||||
Excise Tax Payable | $ | $ 100 | $ 100 | ||||||
Share Repurchase Program 2020 Plan | ||||||||
Treasury Stock, Shares | ||||||||
Stock repurchase authorized amount | $ | $ 100,000 | |||||||
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 | ||||||||
Shares issued during period, warrants exercised | 1,079 | |||||||
Number of securities called by warrants or rights | 1,079 | |||||||
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 | Public Warrants | ||||||||
Warrants | ||||||||
Proceeds from issuance of Common Stock from exercise of warrants | $ | $ 100 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||||||
May 23, 2024 | Feb. 29, 2024 | Aug. 05, 2021 | Feb. 25, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Stock-Based Compensation | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
RSUs | |||||||
Other than options | |||||||
Outstanding Options at beginning of period (in shares) | 1,682,206 | ||||||
Granted (in shares) | 412,951 | ||||||
Vested (in shares) | (984,357) | ||||||
Forfeited (in shares) | (120,840) | ||||||
Outstanding Options at end of period (in shares) | 989,960 | ||||||
Weighted Average Grant Date Fair Value per Share | |||||||
Outstanding Options at beginning of period (in shares) | $ 4.65 | ||||||
Granted (in dollars per share) | 9.92 | ||||||
Vested (in dollars per share) | 3.85 | ||||||
Forfeited (in dollars per share) | 5.44 | ||||||
Outstanding Options at end of period (in dollars per share) | $ 7.55 | ||||||
RSUs | Executive Officers and Other Employees | |||||||
Stock-Based Compensation | |||||||
Vesting period (in years) | 4 years | ||||||
Other than options | |||||||
Granted (in shares) | 350,128 | ||||||
RSUs | Non-employee directors | |||||||
Other than options | |||||||
Granted (in shares) | 62,823 | ||||||
Employee Stock Option | |||||||
Stock-Based Compensation | |||||||
Forfeited (in shares) | 0 | 0 | |||||
Exercisable | 370,045 | ||||||
Expected term (years) | 6 years 3 months | ||||||
Expected dividend rate | 0% | ||||||
Stock Appreciation Rights (SARs) | |||||||
Stock-Based Compensation | |||||||
Exercisable | 0 | ||||||
Share based arrangement Liability | $ 0.1 | $ 5.4 | |||||
Estimated fair value per share | $ 6.53 | $ 7.96 | |||||
Expected volatility | 43.50% | ||||||
Expected term (years) | 6 years 3 months | ||||||
Expected dividend rate | 0% | ||||||
Expected risk-free interest | 1.07% | ||||||
Exercise price | $ 6.53 | $ 0.78 | |||||
Other than options | |||||||
Forfeited (in shares) | 0 | ||||||
Aggregate intrinsic value | |||||||
Outstanding aggregate Intrinsic Value | $ 0.1 | ||||||
Stock Appreciation Rights (SARs) | Stock Option One | |||||||
Stock-Based Compensation | |||||||
Expected volatility | 75.57% | ||||||
Expected term (years) | 3 years 6 months 29 days | ||||||
Expected dividend rate | 0% | ||||||
Expected risk-free interest | 4.42% | ||||||
Exercise price | $ 3.54 | ||||||
Stock Appreciation Rights (SARs) | Stock Option Two | |||||||
Stock-Based Compensation | |||||||
Estimated fair value per share | $ 6.25 | $ 7.95 | |||||
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 | $ 3.54 | $ 1.79 | |||||
PSUs | |||||||
Stock-Based Compensation | |||||||
Right to buy number of shares upon vesting | 1 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Expected volatility | 36.30% | ||||||
Expected term (years) | 2 years 10 months 2 days | ||||||
Correlation Coefficient | 0.5832 | ||||||
Expected dividend rate | 0% | ||||||
Expected risk-free interest | 4.41% | ||||||
Exercise price | $ 13.50 | ||||||
Other than options | |||||||
Outstanding Options at beginning of period (in shares) | 1,358,868 | ||||||
Granted (in shares) | 203,057 | 203,057 | |||||
Forfeited (in shares) | (160,518) | ||||||
Outstanding Options at end of period (in shares) | 1,401,407 | ||||||
Weighted Average Grant Date Fair Value per Share | |||||||
Outstanding Options at beginning of period (in shares) | $ 5.23 | ||||||
Granted (in dollars per share) | 11.59 | ||||||
Forfeited (in dollars per share) | 6.36 | ||||||
Outstanding Options at end of period (in dollars per share) | 6.02 | ||||||
Minimum | Employee Stock Option | |||||||
Stock-Based Compensation | |||||||
Exercise price | 4.51 | ||||||
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 | |||||||
Exercise price | $ 10.83 | ||||||
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) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Employee Stock Option | ||
Number of shares | ||
Outstanding Options at beginning of period (in shares) | 740,439 | |
Exercised (in shares) | (340,453) | |
Vested and expired (in shares) | (29,941) | |
Outstanding Options at end of period (in shares) | 370,045 | 740,439 |
Exercisable Options at end of period (in shares) | 370,045 | |
Weighted Average Exercise Price per Share | ||
Outstanding Options at beginning of period (in dollars per share) | $ / shares | $ 6.55 | |
Exercised (in dollars per share) | $ / shares | 5.33 | |
Vested and expired (in dollars per share) | $ / shares | 10.83 | |
Outstanding Options at end of period (in dollars per share) | $ / shares | $ 7.32 | $ 6.55 |
Weighted Average Contractual Life (Years) | ||
Outstanding Options (in years) | 5 years 3 months 29 days | 5 years 2 months 1 day |
Intrinsic Value | ||
Outstanding Options at Beginning of period | $ | $ 2,570 | |
Exercised | $ | 1,576 | |
Outstanding Options at End of period | $ | $ 863 | $ 2,570 |
Stock Appreciation Rights (SARs) | ||
Number of shares | ||
Outstanding Options at beginning of period (in shares) | 714,539 | |
Exercised (in shares) | (701,086) | |
Outstanding Options at end of period (in shares) | 13,453 | 714,539 |
Exercisable Options at end of period (in shares) | 0 | |
Weighted Average Exercise Price per Share | ||
Outstanding Options at beginning of period (in dollars per share) | $ / shares | $ 1.82 | |
Exercised (in dollars per share) | $ / shares | 1.79 | |
Outstanding Options at end of period (in dollars per share) | $ / shares | $ 3.54 | $ 1.82 |
Weighted Average Contractual Life (Years) | ||
Outstanding Options (in years) | 7 years 1 month 6 days | 7 years 2 months 1 day |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Aug. 05, 2021 | |
Employee Stock Option | |||
Assumptions: | |||
Weighted average expected stock volatility - minimum | 25.94% | ||
Weighted average expected stock volatility - maximum | 30.90% | ||
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% | ||
Exercised (in shares) | 340,453 | ||
Stock Appreciation Rights (SARs) | |||
Assumptions: | |||
Weighted average expected stock volatility | 43.50% | ||
Expected dividend yield | 0% | ||
Expected term (years) | 6 years 3 months | ||
Risk-free interest rate (range) | 1.07% | ||
Exercise price (range) | $ 0.78 | $ 6.53 | |
Exercised (in shares) | 701,086 | ||
Stock Appreciation Rights (SARs) | Employees | |||
Assumptions: | |||
Exercised awards settled in Cash | $ 6.2 | $ 10 | |
Exercised (in shares) | 701,086 | 755,436 | |
Minimum | Employee Stock Option | |||
Assumptions: | |||
Exercise price (range) | $ 4.51 | ||
Maximum | Employee Stock Option | |||
Assumptions: | |||
Exercise price (range) | $ 10.83 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
RSUs | ||||
Stock-Based Compensation | ||||
Stock-based Compensation Expense | $ 0.9 | $ 1.4 | $ 2 | $ 2.7 |
Associated tax benefit from stock-based compensation expense | 0.2 | 0.4 | 0.5 | 0.7 |
Unrecognized compensation expense | 7.7 | $ 7.7 | ||
Period for unrecognized compensation expense expected to be recognized | 2 years 7 months 20 days | |||
Employee Stock Option | ||||
Stock-Based Compensation | ||||
Stock-based Compensation Expense | 0 | $ 0.1 | 0.3 | |
Associated tax benefit from stock-based compensation expense | 0 | 0.2 | ||
Unrecognized compensation expense | 0 | 0 | ||
Stock Appreciation Rights (SARs) | ||||
Stock-Based Compensation | ||||
Stock-based Compensation Expense | (0.3) | 1.1 | $ 0.9 | 4.7 |
Period for unrecognized compensation expense expected to be recognized | 1 month 6 days | |||
PSUs | ||||
Stock-Based Compensation | ||||
Stock-based Compensation Expense | 0.7 | 0.7 | $ 1.1 | 1.4 |
Associated tax benefit from stock-based compensation expense | 0.2 | 0.2 | 0.3 | 0.4 |
Unrecognized compensation expense | 4.3 | $ 4.3 | ||
Period for unrecognized compensation expense expected to be recognized | 1 year 10 months 20 days | |||
Maximum | Employee Stock Option | ||||
Stock-Based Compensation | ||||
Associated tax benefit from stock-based compensation expense | $ 0.1 | $ 0.1 | $ 0.1 | |
Maximum | Stock Appreciation Rights (SARs) | ||||
Stock-Based Compensation | ||||
Unrecognized compensation expense | $ 0.1 | $ 0.1 |
Retirement plans (Details)
Retirement plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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% | |||
Employer match of employee contributions of first 3% of contributions | 100% | |||
Percentage of contribution, matched 100% by employer | 3% | |||
Employer match of employee contributions of next 3% of contributions | 50% | |||
Percentage of contribution, matched 50% by employer | 2% | |||
Contribution expenses | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.6 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Business segments | |||||
Number of reportable segments | segment | 2 | ||||
Revenues | $ 100,721 | $ 143,630 | $ 207,393 | $ 291,449 | |
Adjusted gross profit | 61,909 | 100,829 | 127,183 | 201,259 | |
Total Assets | 697,049 | 697,049 | $ 694,353 | ||
Operating Segments | |||||
Business segments | |||||
Revenues | 100,721 | 143,630 | 207,393 | 291,449 | |
Adjusted gross profit | 61,675 | 100,358 | 125,524 | 199,918 | |
Total Assets | 410,452 | 410,452 | 422,849 | ||
HFS - South | Operating Segments | |||||
Business segments | |||||
Revenues | 38,232 | 39,154 | 75,165 | 74,925 | |
Adjusted gross profit | 13,065 | 13,294 | 25,906 | 24,950 | |
Total Assets | 180,723 | 180,723 | 184,453 | ||
Government | Operating Segments | |||||
Business segments | |||||
Revenues | 59,860 | 101,179 | 127,466 | 210,682 | |
Adjusted gross profit | 48,844 | 87,535 | 101,277 | 176,309 | |
Total Assets | 200,470 | 200,470 | 207,409 | ||
All Other | Operating Segments | |||||
Business segments | |||||
Revenues | 2,629 | 3,297 | 4,762 | 5,842 | |
Adjusted gross profit | (234) | $ (471) | (1,659) | $ (1,341) | |
Total Assets | $ 29,259 | $ 29,259 | $ 30,987 |
Business Segments - Reconciliat
Business Segments - Reconciliation of total segment adjusted gross profit to total combined income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Segments | ||||
Total reportable segment adjusted gross profit | $ 61,909 | $ 100,829 | $ 127,183 | $ 201,259 |
Other adjusted gross profit | (234) | (471) | (1,659) | (1,341) |
Depreciation and amortization | (18,713) | (21,833) | (37,378) | (43,233) |
Selling, general and administrative expenses | (13,457) | (13,457) | (28,312) | (28,656) |
Other income (expense), net | 46 | (311) | 156 | (1,315) |
Loss on extinguishment of debt | (2,128) | |||
Interest expense, net | (4,273) | (5,276) | (8,861) | (12,773) |
Change in fair value of warrant liabilities | 675 | 675 | 4,385 | |
Income before income tax | $ 25,278 | $ 60,156 | $ 51,804 | $ 116,198 |
Business Segments - Reconcili_2
Business Segments - Reconciliation of total segment assets to total combined assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Business Segments | ||
Total assets | $ 697,049 | $ 694,353 |
Other unallocated amounts | ||
Business Segments | ||
Total assets | 284,686 | 269,620 |
Other unallocated amounts | Reportable Segments, Excluding Other | ||
Business Segments | ||
Total assets | 381,193 | 391,862 |
Other unallocated amounts | All Other | ||
Business Segments | ||
Other Assets | 31,170 | 32,871 |
Other Unallocated Assets | $ 284,686 | $ 269,620 |
Business Segments - Unallocated
Business Segments - Unallocated assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Total current assets | $ 208,830 | $ 180,500 |
Other intangible assets, net | 59,552 | 66,282 |
Operating lease right-of-use assets, net | 14,127 | 19,698 |
Deferred financing costs revolver, net | 2,177 | 2,479 |
Other non-current assets | 661 | |
Total assets | 697,049 | 694,353 |
Other unallocated amounts | ||
Total current assets | 208,830 | 180,500 |
Other intangible assets, net | 59,552 | 66,282 |
Operating lease right-of-use assets, net | 14,127 | 19,698 |
Deferred financing costs revolver, net | 2,177 | 2,479 |
Other non-current assets | 661 | |
Total assets | $ 284,686 | $ 269,620 |