Form 8-K Target Hospitality Corp. For: Aug 09

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 9, 2022

TARGET HOSPITALITY CORP.

(Exact name of registrant as specified in its charter)

​

​

9320 Lakeside Boulevard, Suite 300

The Woodlands, TX 77381

(Address, including zip code, of principal executive offices)

800-832-4242

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

​

​

​

​

Item 2.02.     Results of Operations and Financial Condition.

​

On August 9, 2022, Target Hospitality Corp. (the “Company”) issued a press release announcing its second quarter 2022 financial results. A copy of the Company’s August 9, 2022 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, August 9, 2022, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its second quarter 2022 results and related information. Participants may access the webcast from the Company’s website.

​

Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.

​

Item 9.01      Financial Statements and Exhibits.

​

(d) Exhibits

​

​

​

SIGNATURE

​

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

​

​

​

​

​

Target Hospitality Reports Record Second Quarter 2022 Results Driven by Materially Expanded Government Services Demand

​

THE WOODLANDS, Texas, August 9, 2022 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommodations and value-added hospitality services, today reported results for the three months ended June 30, 2022.

​

Financial and Operational Highlights for the Second Quarter 2022

​

​

Executive Commentary

​

“Our record setting second quarter results are a direct reflection of Target’s intentional focus to expand the critical hospitality services it provides the United States Government in support of their domestic humanitarian aid missions.  These deliberate actions have transformed Target’s end market portfolio, while significantly increasing minimum revenue commitments that provide enhanced long-term revenue visibility and cash flows,” stated Brad Archer, President and Chief Executive Officer.  

​

“This enhanced financial profile consists of approximately 75% of anticipated 2022 revenue having minimum revenue commitments, with 87% of minimum revenue commitments backed by the United States Government.  These fundamentals allow Target to continue supporting our premier customer’s dynamic labor allocation requirements, while simultaneously pursuing long-term value enhancing growth aspirations.  We believe this creates the ideal platform to continue accelerating value creation for our shareholders,” concluded Mr. Archer.

​

Financial Results

​

Second Quarter Summary Highlights

Refer to exhibits to this earnings release for definitions and reconciliations of Non-GAAP financial measures to GAAP financial measures

​

Revenue for the three months ended June 30, 2022, was $109.6 million compared to $75.0 million for the same period in 2021. The increase in revenue was primarily driven by the Expanded Humanitarian Contract, which commenced May 16,

TH Q2 2022 Earnings Release

​

2022.   Net income for the three months ended June 30, 2022, was $22.9 million compared to a net loss of $0.9 million for the same period in 2021.

​

Adjusted EBITDA was $56.1 million for the three months ended June 30, 2022, compared to $31.9 million for the same period in 2021, a 76% increase.  

​

Average utilized beds increased to 11,523 for the three months ended June 30, 2022. The increase in utilized beds was primarily driven by higher utilization in the Hospitality and Facilities Services – South and Midwest segments.

​

Capital Management

​

The Company had approximately $36.9 million of capital expenditures for the three months ended June 30, 2022. The increase in capital expenditures was primarily a result of the Expanded Humanitarian Contract, which required comprehensive infrastructure enhancements to create a highly customized campus capable of providing ongoing humanitarian support.

​

As of June 30, 2022, the Company had $9.7 million of cash and cash equivalents with approximately $114 million of total available liquidity and a net leverage ratio of 2.3 times.  The Company anticipates further meaningful improvement in its net leverage ratio by year end 2022.   Target’s enhanced balance sheet will allow the Company to continue evaluating a range of capital allocation initiatives focused on maximizing long-term shareholder value.

​

Business Update

​

Target’s strategically located network of communities continues to benefit from positive momentum in customer activity, supported by strong demand fundamentals.  These elements have supported consistent increases in customer activity across Target’s HFS segments, which have experienced an 18% increase in customer demand from the second quarter of 2021.  Target anticipates customer activity to continue improving throughout 2022 and is well positioned to benefit from this positive momentum across its premier network.

​

Additionally, Target has benefited from its deliberate actions to expand its critical hospitality service offerings to the United States Government.  As the Company announced, on July 6, 2022, it executed an Expanded Humanitarian Contract with its leading national nonprofit partner to provide comprehensive support services and highly customized infrastructure solutions for a community population of approximately 6,400 individuals.  With the execution of the Expanded Humanitarian Contract, which had an effective date of May 16, 2022, 68% of Target’s second quarter of 2022 revenue was derived from its Government segment supported by committed minimum revenue contracts.    

​

These strong business fundamentals, and intentional focus on aligning Target’s premium service offerings with world-class customers, including the United States government, has meaningfully increased long-term revenue visibility and significantly high graded contract structure.  These attributes have supported approximately 99% of the Company’s anticipated 2022 revenue being contracted with approximately 75% of contracted revenue having minimum revenue commitments.  

​

​

​

​

Strategic Focus

​

The positive momentum and record setting results Target has experienced through 2022 are a direct reflection of Target’s strategic focus to broaden its end market portfolio through high quality contracts serving premier customers.  These deliberate actions have resulted in a materially enhanced financial profile, including increased long-term revenue visibility supported by committed minimum revenue contracts.  These elements, along with Target’s unmatched operating capabilities, create the optimal platform to continue pursuing a balanced portfolio of value enhancing strategic initiatives focused on expanding the Company’s long-term growth opportunities.

​

Target’s established and growing presence providing critical hospitality solutions across the government services end market creates a natural opportunity to expand its service offerings across federal agencies and geographies.  These broad reaching opportunities utilize key elements of Target’s existing core competencies, including construction and facilities management, offering attractive long-term growth pipelines.

​

In addition, Target is actively pursuing value enhancing opportunities focused on broadening the Company’s reach into adjacent end market applications.  The individual elements of Target’s existing core service offerings provide unique opportunities to broaden its commercial reach into adjacent business and industry applications.  These potential growth avenues are supported by Target’s strong national presence, superior operating capabilities and diverse core competencies, including building maintenance and food management.  

​

Target’s enhanced financial profile, broad reaching, and diverse core competencies, create a unique platform to continue pursuing these highly economic growth initiatives, which it believes is the greatest opportunity to continue accelerating value creation.

​

Segment Results – Second Quarter 2022

​

Government

​

Refer to exhibits to this earnings release for definitions and reconciliations of Non-GAAP financial measures to GAAP financial measures

​

​

Revenue for the three months ended June 30, 2022, was $74.9 million compared to $44.8 million for the same period in 2021.  The increase in revenue is a result of the Expanded Humanitarian Contract, which commenced May 16, 2022, providing an initial minimum annual revenue contribution of approximately $390 million.

​

Hospitality & Facilities Services - South

​

Refer to exhibits to this earnings release for definitions and reconciliations of Non-GAAP financial measures to GAAP financial measures

​

​

Revenue for the three months ended June 30, 2022, was $32.6 million compared to $28.2 million for the same period in 2021. Revenue increased as a result of sustained momentum in customer activity and demand for Target’s premium hospitality services supported by strengthening economic fundamentals.  

​

Average utilized beds increased to 4,765 for the three months ended June 30, 2022.  Target continues to benefit from increasing customer demand, as Target’s expansive network provides added value and superior flexibility in labor allocation while offering world-class service offerings.

​

​

​

​

Hospitality & Facilities Services - Midwest

​

Refer to exhibits to this earnings release for definitions and reconciliations of Non-GAAP financial measures to GAAP financial measures

​

​

Revenue for the three months ended June 30, 2022, was $1.4 million compared to $0.7 million for the same period in 2021. The increase was attributable to continued modest improvement in customer demand in the region.

​

TCPL Keystone

​

Refer to exhibits to this earnings release for definitions and reconciliations of Non-GAAP financial measures to GAAP financial measures

​

​

On July 23, 2021, the Company entered into a termination and settlement agreement with TC Energy, which terminated, the Company’s contract with TC Energy that was originated in 2013. The agreement released the Company from any outstanding work performance obligations under the 2013 contract (including all change orders, limited notices to proceed, and amendments).

​

No further revenue will be generated from the 2013 contract with TC Energy and as of June 30, 2022, there are no unrecognized deferred revenue amounts or costs related to this contract.

​

All Other

​

Refer to exhibits to this earnings release for definitions and reconciliations of Non-GAAP financial measures to GAAP financial measures

​

​

This segment’s operations consist of hospitality services revenue not included in other segments. Revenue for the three months ended June 30, 2022, was $0.7 million compared to $0.3 million for the same period in 2021.

​

Conference Call

​

The Company has scheduled a conference call for August 9, 2022, at 8:00 a.m. Central Time (9:00 am Eastern Time) to discuss the second quarter 2022 results.

​

The conference call will be available by live webcast through the Investors section of Target Hospitality’s website at www.TargetHospitality.com or by dialing in as follows:

​

​

Please register for the webcast or dial into the conference call approximately 15 minutes prior to the scheduled start time.

​

​

​

​

About Target Hospitality

​

Target Hospitality is one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services in the United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through a full suite of value-added solutions including premium food service management, concierge, laundry, logistics, security and recreational facilities services.

​

Cautionary Statement Regarding Forward Looking Statements

​

Certain statements made in this press release (including the financial outlook contained herein) are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the duration of the COVID-19 pandemic or any future public health crisis, related economic repercussions and the resulting negative impact to global economic demand; operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees and customers, government imposed mandates, contract and supply chain disruptions; operational, economic, including inflation, political and regulatory risks; our ability to effectively compete in the specialty rental accommodations and hospitality services industry; effective management of our communities; natural disasters and other business distributions including outbreaks of epidemic or pandemic disease; the effect of changes in state building codes on marketing our buildings; changes in demand within a number of key industry end-markets and geographic regions; our reliance on third party manufacturers and suppliers; failure to retain key personnel; increases in raw material and labor costs; the effect of impairment charges on our operating results; our inability to recognize deferred tax assets and tax loss carry forwards; our future operating results fluctuating, failing to match performance or to meet expectations; our exposure to various possible claims and the potential inadequacy of our insurance; unanticipated changes in our tax obligations; our obligations under various laws and regulations; the effect of litigation, judgments, orders, regulatory or customer bankruptcy proceedings on our business; our ability to successfully acquire and integrate new operations; global or local economic and political movements, including any changes in policy under the Biden administration; federal government budgeting and appropriations; our ability to effectively manage our credit risk and collect on our accounts receivable; our ability to fulfill Target Hospitality’s public company obligations; any failure of our management information systems;  our ability to meet our debt service requirements and obligations; and risks related to Arrow Bidco’s obligations under the senior notes.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.  

​

​

This press release contains historical non-GAAP financial measures including Adjusted gross profit, EBITDA, and Adjusted EBITDA, which are measurements not calculated in accordance with US GAAP, in the discussion of our financial results because they are key metrics used by management to assess financial performance. Our business is capital-intensive, and these additional metrics allow management to further evaluate our operating performance.  Reconciliations of these measures to the most directly comparable GAAP financial measures are contained herein. To the extent required, statements disclosing the definitions, utility and purposes of these measures are also set forth herein.

​

Definitions:

​

Target Hospitality defines Adjusted gross profit, as Gross profit plus depreciation of specialty rental assets, loss on impairment, and certain severance costs.

​

Target Hospitality defines EBITDA as net income (loss) before interest expense and loss on extinguishment of debt, income tax expense (benefit), depreciation of specialty rental assets, and other depreciation and amortization. Adjusted EBITDA

​

​

​

reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what management considers transactions or events not related to its core business operations:

​

​

Utility and Purposes:

​

EBITDA reflects net income (loss) excluding the impact of interest expense and loss on extinguishment of debt, provision for income taxes, depreciation, and amortization. We believe that EBITDA is a meaningful indicator of operating performance because we use it to measure our ability to service debt, fund capital expenditures, and expand our business. We also use EBITDA, as do analysts, lenders, investors, and others, to evaluate companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization expense, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

​

Target Hospitality also believes that Adjusted EBITDA is a meaningful indicator of operating performance. Our Adjusted EBITDA reflects adjustments to exclude the effects of additional items, including certain items, that are not reflective of the ongoing operating results of Target Hospitality.  In addition, to derive Adjusted EBITDA, we exclude gains or losses on the sale of depreciable assets and impairment losses because including them in EBITDA is inconsistent with reporting the ongoing performance of our remaining assets. Additionally, the gain or loss on sale of depreciable assets and impairment losses represents either accelerated depreciation or excess depreciation in previous periods, and depreciation is excluded from EBITDA.

​

Adjusted gross profit, EBITDA and Adjusted EBITDA are not measurements of Target Hospitality’s financial performance under GAAP and should not be considered as alternatives to Net income (loss), or other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as measures of Target Hospitality’s liquidity.  Adjusted gross profit, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to Target Hospitality to reinvest in the growth of our business or as measures of cash that is available to it to meet our obligations. In addition, these non-GAAP measures may not be comparable to similarly titled measures of other companies. Target Hospitality’s management believe that Adjusted gross profit, EBITDA and Adjusted EBITDA provide useful information to investors about Target Hospitality and its financial condition and results of operations for the following reasons: (i) they are among the measures used by Target Hospitality’s management team to evaluate its operating performance; (ii) they are among the measures used by Target Hospitality’s management team to make day-to-day operating decisions, (iii) they are

​

​

​

frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results across companies in Target Hospitality’s industry.

​

Investor Contact:

Mark Schuck

(832) 702 – 8009

[email protected]

​

​

​

​

Exhibit 1

Target Hospitality Corp.

Consolidated Statements of Comprehensive Income (Loss)

($ in thousands, except per share amounts)

(unaudited)

​

​

​

​

​

​

Exhibit 2

​

Target Hospitality Corp.

Condensed Consolidated Balance Sheet Data

($ in thousands)

(unaudited)

​

​

​

​

​

​

Exhibit 3

​

Target Hospitality Corp.

Condensed Consolidated Cash Flow Data

($ in thousands)

(unaudited)

​

​

​

​

​

​

Exhibit 4

​

Target Hospitality Corp.

Reconciliation of Gross profit to Adjusted gross profit

($ in thousands)

(unaudited)

​

​

​

​

​

​

Exhibit 5

​

Target Hospitality Corp.

Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA

($ in thousands)

(unaudited)

​

​

​

​