Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Entity Registrant Name | TARGET HOSPITALITY CORP. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 101,837,297 | |
Entity Central Index Key | 0001712189 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38343 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1378631 | |
Entity Address, Address Line One | 2170 Buckthorne Place, Suite 440 | |
Entity Address, City or Town | The Woodlands | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77380-1775 | |
City Area Code | 800 | |
Local Phone Number | 832-4242 | |
Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | TH | |
Security Exchange Name | NASDAQ | |
Warrants to purchase common stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | THWWW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 30,641 | $ 6,979 |
Accounts receivable, less allowance for doubtful accounts of $1,089 and $2,977, respectively | 33,373 | 28,183 |
Prepaid expenses and other assets | 5,765 | 7,195 |
Related party receivable | 1,205 | |
Total current assets | 69,779 | 43,562 |
Specialty rental assets, net | 294,372 | 311,487 |
Other property, plant and equipment, net | 10,192 | 11,019 |
Goodwill | 41,038 | 41,038 |
Other intangible assets, net | 92,153 | 103,121 |
Deferred tax asset | 15,984 | 15,179 |
Deferred financing costs revolver, net | 2,477 | 3,422 |
Other non-current assets | 3,961 | 5,409 |
Total assets | 529,956 | 534,237 |
Current liabilities: | ||
Accounts payable | 12,321 | 10,644 |
Accrued liabilities | 21,215 | 24,699 |
Deferred revenue and customer deposits | 60,986 | 6,619 |
Current portion of capital lease and other financing obligations (Note 8) | 148 | 3,571 |
Total current liabilities | 94,670 | 45,533 |
Long-term debt (Note 8): | ||
Principal amount | 340,000 | 340,000 |
Less: unamortized original issue discount | (1,847) | (2,319) |
Less: unamortized term loan deferred financing costs | (8,908) | (11,182) |
Long-term debt, net | 329,245 | 326,499 |
Revolving credit facility (Note 8) | 48,000 | |
Long-term capital lease and other financing obligations | 269 | |
Other non-current liabilities | 1,569 | 479 |
Deferred revenue and customer deposits | 6,857 | 11,752 |
Asset retirement obligations | 2,036 | 2,284 |
Warrant liabilities | 2,133 | 533 |
Total liabilities | 436,510 | 435,349 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common Stock, $0.0001 par, 400,000,000 authorized, 105,692,049 issued and 101,837,297 outstanding as of September 30, 2021 and 105,585,682 issued and 101,170,915 outstanding as of December 31, 2020. | 10 | 10 |
Common Stock in treasury at cost, 4,414,767 shares as of September 30, 2021 and December 31, 2020, respectively. | (23,559) | (23,559) |
Additional paid-in-capital | 108,511 | 106,551 |
Accumulated other comprehensive loss | (2,461) | (2,434) |
Accumulated earnings | 10,945 | 18,320 |
Total stockholders' equity | 93,446 | 98,888 |
Total liabilities and stockholders' equity | $ 529,956 | $ 534,237 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Allowance for doubtful accounts | $ 1,089 | $ 2,977 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 106,252,064 | 105,585,682 |
Common stock, Number of share outstanding | 101,837,297 | 101,170,915 |
Treasury stock, shares | 4,414,767 | 4,414,767 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Revenue, Topic 606 | $ 67,070 | $ 35,436 | $ 155,100 | $ 131,160 |
Revenue | 89,169 | 48,263 | 209,647 | 173,539 |
Costs: | ||||
Depreciation of specialty rental assets | 14,294 | 11,995 | 40,642 | 37,158 |
Gross profit | 33,608 | 11,718 | 72,138 | 47,061 |
Selling, general and administrative | 12,827 | 8,508 | 35,835 | 28,599 |
Other depreciation and amortization | 4,008 | 4,341 | 12,100 | 12,555 |
Other expense (income), net | 91 | (183) | 781 | (752) |
Operating income (loss) | 16,682 | (948) | 23,422 | 6,659 |
Interest expense, net | 9,465 | 9,913 | 29,058 | 30,113 |
Change in fair value of warrant liabilities | (1,120) | (267) | 1,600 | (2,453) |
Income (loss) before income tax | 8,337 | (10,594) | (7,236) | (21,001) |
Income tax expense (benefit) | 1,662 | (2,991) | 139 | (5,187) |
Net income (loss) | 6,675 | (7,603) | (7,375) | (15,814) |
Other comprehensive income (loss) | ||||
Foreign currency translation | (15) | 89 | (27) | 23 |
Comprehensive income (loss) | $ 6,660 | $ (7,514) | $ (7,402) | $ (15,791) |
Two Class Method: | ||||
Weighted average number shares outstanding - basic and diluted | 96,814,970 | 96,138,459 | 96,539,703 | 95,997,647 |
Net income (loss) per share - basic and diluted | $ 0.07 | $ (0.08) | $ (0.08) | $ (0.16) |
Services | ||||
Revenue: | ||||
Revenue, Topic 606 | $ 57,221 | $ 24,331 | $ 143,806 | $ 103,526 |
Costs: | ||||
Costs | 37,064 | 21,990 | 85,835 | 82,456 |
Specialty rental | ||||
Revenue: | ||||
Revenue, subject to ASC 840 | 22,099 | 12,827 | 54,547 | 42,379 |
Costs: | ||||
Costs | 4,203 | 2,560 | 11,032 | 6,864 |
Construction fee | ||||
Revenue: | ||||
Revenue, Topic 606 | $ 9,849 | $ 11,105 | $ 11,294 | $ 27,634 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Retroactive application of recapitalization | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings | Total |
Beginning Balances at Dec. 31, 2019 | $ 10 | $ (23,559) | $ 103,178 | $ (2,558) | $ 43,451 | $ 120,522 | |
Beginning Balances (In Shares) at Dec. 31, 2019 | 100,840,162 | 4,414,767 | |||||
Net income (loss) | 5,454 | 5,454 | |||||
Stock-based compensation | 884 | 884 | |||||
Stock-based compensation (in shares) | 83,831 | ||||||
Shares used to settle payroll tax withholding | (83) | (83) | |||||
Cumulative translation adjustment | (111) | (111) | |||||
Ending Balances at Mar. 31, 2020 | $ 10 | $ (23,559) | 103,979 | (2,669) | 48,905 | 126,666 | |
Ending Balances (In shares) at Mar. 31, 2020 | 100,923,993 | 4,414,767 | |||||
Beginning Balances at Dec. 31, 2019 | $ 10 | $ (23,559) | 103,178 | (2,558) | 43,451 | 120,522 | |
Beginning Balances (In Shares) at Dec. 31, 2019 | 100,840,162 | 4,414,767 | |||||
Net income (loss) | $ 2,500 | (15,814) | |||||
Cumulative translation adjustment | 23 | ||||||
Ending Balances at Sep. 30, 2020 | $ 10 | $ (23,559) | 105,782 | (2,535) | 27,635 | 107,333 | |
Ending Balances (In shares) at Sep. 30, 2020 | 101,205,632 | 4,414,767 | |||||
Beginning Balances at Mar. 31, 2020 | $ 10 | $ (23,559) | 103,979 | (2,669) | 48,905 | 126,666 | |
Beginning Balances (In Shares) at Mar. 31, 2020 | 100,923,993 | 4,414,767 | |||||
Net income (loss) | (13,667) | (13,667) | |||||
Stock-based compensation | 1,038 | 1,038 | |||||
Stock-based compensation (in shares) | 184,224 | ||||||
Shares used to settle payroll tax withholding | (74) | (74) | |||||
Cumulative translation adjustment | 45 | 45 | |||||
Ending Balances at Jun. 30, 2020 | $ 10 | $ (23,559) | 104,943 | (2,624) | 35,238 | 114,008 | |
Ending Balances (In shares) at Jun. 30, 2020 | 101,108,217 | 4,414,767 | |||||
Net income (loss) | $ 300 | (7,603) | (7,603) | ||||
Stock-based compensation | 886 | 886 | |||||
Stock-based compensation (in shares) | 97,415 | ||||||
Shares used to settle payroll tax withholding | (47) | (47) | |||||
Cumulative translation adjustment | 89 | 89 | |||||
Ending Balances at Sep. 30, 2020 | $ 10 | $ (23,559) | 105,782 | (2,535) | 27,635 | 107,333 | |
Ending Balances (In shares) at Sep. 30, 2020 | 101,205,632 | 4,414,767 | |||||
Beginning Balances at Dec. 31, 2020 | $ 10 | $ (23,559) | 106,551 | (2,434) | 18,320 | 98,888 | |
Beginning Balances (In Shares) at Dec. 31, 2020 | 101,170,915 | 4,414,767 | |||||
Net income (loss) | (13,138) | (13,138) | |||||
Stock-based compensation | 761 | 761 | |||||
Stock-based compensation (in shares) | 65,338 | ||||||
Shares used to settle payroll tax withholding | (51) | (51) | |||||
Cumulative translation adjustment | (19) | (19) | |||||
Ending Balances at Mar. 31, 2021 | $ 10 | $ (23,559) | 107,261 | (2,453) | 5,182 | 86,441 | |
Ending Balances (In shares) at Mar. 31, 2021 | 101,236,253 | 4,414,767 | |||||
Beginning Balances at Dec. 31, 2020 | $ 10 | $ (23,559) | 106,551 | (2,434) | 18,320 | 98,888 | |
Beginning Balances (In Shares) at Dec. 31, 2020 | 101,170,915 | 4,414,767 | |||||
Net income (loss) | (7,375) | ||||||
Cumulative translation adjustment | (27) | ||||||
Ending Balances at Sep. 30, 2021 | $ 10 | $ (23,559) | 108,511 | (2,461) | 10,945 | 93,446 | |
Ending Balances (In shares) at Sep. 30, 2021 | 101,837,297 | 4,414,767 | |||||
Beginning Balances at Mar. 31, 2021 | $ 10 | $ (23,559) | 107,261 | (2,453) | 5,182 | 86,441 | |
Beginning Balances (In Shares) at Mar. 31, 2021 | 101,236,253 | 4,414,767 | |||||
Net income (loss) | (912) | (912) | |||||
Stock-based compensation | 697 | 697 | |||||
Stock-based compensation (in shares) | 591,284 | ||||||
Shares used to settle payroll tax withholding | (34) | (34) | |||||
Cumulative translation adjustment | 7 | 7 | |||||
Ending Balances at Jun. 30, 2021 | $ 10 | $ (23,559) | 107,924 | (2,446) | 4,270 | 86,199 | |
Ending Balances (In shares) at Jun. 30, 2021 | 101,827,537 | 4,414,767 | |||||
Net income (loss) | 6,675 | 6,675 | |||||
Stock-based compensation | 600 | 600 | |||||
Stock-based compensation (in shares) | 9,760 | ||||||
Shares used to settle payroll tax withholding | (13) | (13) | |||||
Cumulative translation adjustment | (15) | (15) | |||||
Ending Balances at Sep. 30, 2021 | $ 10 | $ (23,559) | $ 108,511 | $ (2,461) | $ 10,945 | $ 93,446 | |
Ending Balances (In shares) at Sep. 30, 2021 | 101,837,297 | 4,414,767 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,375) | $ (15,814) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 41,774 | 38,636 |
Amortization of intangible assets | 10,968 | 11,077 |
Accretion of asset retirement obligation | (248) | (285) |
Amortization of deferred financing costs | 3,220 | 2,914 |
Amortization of original issue discount | 472 | 408 |
Change in fair value of warrant liabilities | 1,600 | (2,453) |
Stock-based compensation expense | 3,600 | 2,822 |
(Gain) loss on disposal of specialty rental assets and other property, plant and equipment | 382 | (91) |
Gain on involuntary conversion | (619) | |
Deferred income taxes | (805) | (5,776) |
Provision for loss on receivables, net of recoveries | 1,394 | 3,099 |
Changes in operating assets and liabilities | ||
Accounts receivable | (6,595) | 11,906 |
Related party receivable | 1,224 | 12 |
Prepaid expenses and other assets | 1,430 | (323) |
Accounts payable and other accrued liabilities | (2,455) | (8,643) |
Deferred revenue and customer deposits | 49,472 | (7,089) |
Other non-current assets and liabilities | 1,389 | (1,189) |
Net cash provided by operating activities | 99,447 | 28,592 |
Cash flows from investing activities: | ||
Purchase of specialty rental assets | (23,707) | (11,601) |
Purchase of property, plant, and equipment | (301) | (182) |
Receipt of insurance proceeds | 619 | |
Proceeds from sale of specialty rental assets and other property, plant and equipment | 876 | |
Net cash used in investing activities | (24,008) | (10,288) |
Cash flows from financing activities: | ||
Principal payments on finance and capital lease obligations | (3,693) | (10,654) |
Proceeds from borrowings on finance and capital lease obligations | 10,151 | |
Principal payments on borrowings from ABL | (76,000) | (52,500) |
Proceeds from borrowings on ABL | 28,000 | 42,500 |
Restricted shares surrendered to pay tax liabilities | (99) | (206) |
Purchase of treasury stock | (5,318) | |
Net cash used in financing activities | (51,792) | (16,027) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 15 | (14) |
Net increase in cash, cash equivalents and restricted cash | 23,662 | 2,263 |
Cash, cash equivalents and restricted cash - beginning of period | 6,979 | 6,839 |
Cash, cash equivalents and restricted cash - end of period | 30,641 | $ 9,102 |
Non-cash investing and financing activity: | ||
Non-cash change in accrued capital expenditures | $ (209) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets: | ||||
Cash and cash equivalents | $ 30,641 | $ 6,979 | $ 9,102 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 30,641 | $ 6,979 | $ 9,102 | $ 6,839 |
Organization and Nature of Oper
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | 1. Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies Organization and Nature of Operations Target Hospitality Corp. (“Target Hospitality” or the “Company”) was formed on March 15, 2019 and is North America’s largest provider of vertically integrated modular accommodations 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 oil, gas, mining, alternative energy, government and immigrations sectors principally located in the West Texas, South Texas, Oklahoma and Midwest regions, as well as various large linear-construction (pipeline and infrastructure) projects in the United States. The Company, whose securities are listed on the Nasdaq Global Market, serves as the holding company for the businesses of Target Logistics Management, LLC and its subsidiaries (“Target”) and RL Signor Holdings, LLC and its subsidiaries (“Signor”). TDR Capital LLP (“TDR Capital” or “TDR”) owns approximately 64% of Target Hospitality and the remaining ownership is broken out among the founders of the Company’s legal predecessor, Platinum Eagle Acquisition Corp. (“Platinum Eagle” or “PEAC”), investors in Platinum Eagle’s private placement transaction completed substantially and concurrently with the Business Combination (as defined below) (the “PIPE”), and other public shareholders. Platinum Eagle was originally incorporated on July 12, 2017 as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. References in this Quarterly Report on Form 10-Q to the Company refer to Target Hospitality for all periods at or after March 15, 2019 and Platinum Eagle for all periods prior to March 15, 2019, unless the context requires otherwise. On November 13, 2018, PEAC entered into: (i) the agreement and plan of merger, as amended on January 4, 2019 (the “Signor Merger Agreement”), by and among PEAC, Signor Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Platinum Eagle and sister company to the Holdco Acquiror (defined below as Topaz Holdings LLC) (“Signor Merger Sub”), Arrow Holdings S.a.r.l., a Luxembourg société à responsabilité limitée besloten vennootschap Target Parent was formed by TDR in September 2017. Prior to the Business Combination, Target Parent was directly owned by Algeco Scotsman Global S.a.r.l. (“ASG”) which is ultimately owned by a group of investment funds managed and controlled by TDR. During 2018, ASG assigned all of its ownership interest in Target Parent to the Algeco Seller, an affiliate of ASG that is also ultimately owned by a group of investment funds managed and controlled by TDR. Target Parent acted as a holding company that included the U.S. corporate employees of ASG and certain of its affiliates and certain related administrative costs and was the owner of Target, its operating company. Target Parent received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. As discussed above, in connection with the closing of the Business Combination, Target Parent merged with and into Bidco, with Bidco as the surviving entity. Signor Parent owned 100% of Bidco until the closing of the Business Combination in connection with which Signor Parent merged with and into Topaz with Topaz being the surviving entity. Prior to the Business Combination, Signor Parent was owned by the Arrow Seller, which is ultimately owned by a group of investment funds managed and controlled by TDR. Signor Parent was formed in August 2018 and acted as a holding company for Bidco, which was formed in September 2018, also as a holding company. Bidco acquired Signor on September 7, 2018. Neither Signor Parent nor Bidco had operating activity, but each received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. Signor Parent was dissolved upon consummation of the Business Combination and merger with Topaz described above on March 15, 2019. 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 the Target Hospitality Annual Report on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on May 24, 2021 (the “2020 Form 10-K/A”). The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2021 or any future period. The accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, except for the restatement discussed below, necessary for a fair statement of financial position as of September 30, 2021, and results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The consolidated balance sheet as of December 31, 2020, was derived from the audited consolidated balance sheets of Target Hospitality Corp. but does not contain all of the footnote disclosures from those annual financial statements. Restatement of Previously Issued Consolidated Financial Statements The notes included herein should be read in conjunction with the Company's restated audited consolidated financial statements included in the 2020 Form 10-K/A. As previously disclosed in the 2020 Form 10-K/A, we restated the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020, as well as each of the quarters within 2020 to make the necessary accounting corrections related to warrant accounting. We have restated herein our consolidated financial statements as of and for the quarter and period ended September 30, 2020. We have also restated related amounts within the accompanying footnotes to the consolidated financial statements. The impact of this restatement on the financial statements for the three and nine months ended September 30, 2020 was a decrease to net loss of approximately $0.3 million and $2.5 million, respectively. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying 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 an operating lease under the authoritative guidance for leases and are recognized as income using the straight-line method over the term of the lease agreement. Because performance obligations related to specialty rental and hospitality services are satisfied over time, the majority of our revenue is recognized on a daily basis, for each night a customer stays, at a contractual day rate. Our customers typically contract for accommodation services under committed contracts with terms that most often range from several months to three years. Our payment terms vary by type and location of our customer and the service offered. The time between invoicing and when payment is due is not significant. When lodging and services are billed and collected in advance, recognition of revenue is deferred until services are rendered. Certain of the Company’s contractual arrangements allow customers the ability to use paid but unused lodging and services for a specified period. The Company recognizes revenue for these paid but unused lodging and services as they are consumed, as it becomes probable the lodging and services will not be used, or upon expiration of the specified term. Cost of services includes labor, food, utilities, supplies, rent and other direct costs associated with operating the lodging units as well as costs associated with construction services. Cost of rental includes leasing costs and other direct costs of maintaining the lodging units. Costs associated with contracts include sales commissions which are expensed as incurred and reflected in selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). The Company recognizes revenue associated with community construction using the percentage of completion method with progress towards completion measured using the cost-to-cost method as the basis to recognize revenue. Management believes this cost-to-cost method is the most appropriate measure of progress to the satisfaction of a performance obligation on the community construction. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents. Additionally, the Company collects sales, use, occupancy and similar taxes, which the Company presents on a net basis (excluded from revenues) in the consolidated statements of comprehensive income (loss). Recently Issued Accounting Standards The Company meets the definition of an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In reliance on exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002) is required to comply with such standards. As such, compliance dates included below pertain to non-issuers, and as permitted, early adoption dates are indicated. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (ASC 840) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses ASU 2016-13 or Topic 326 Codification Improvements to Topic 326, Financial Instruments - Credit Losses Recent Developments – CO VI D-19 and D isruption to Global Demand The global outbreak of COVID-19 and the declaration of a pandemic by the World Health Organization on March 11, 2020 presented new risks to the Company’s business in 2020. Prior to March 2020, the Company’s results of operations were largely in line with expectations and subsequent to March 2020, we began to experience a decline in revenues. The COVID-19 pandemic has not impacted the Company’s ability to operate nor has it materially disrupted the Company’s supply chain, disrupted service, or caused a shortage of critical products at our communities. However, the situation surrounding COVID-19 and the decrease in global economic demand had a material adverse impact on the Company’s operating results, as a result of which the Company implemented several cost containment measures primarily initiated in April of 2020, including salary reductions, reductions in workforce, furloughs, reduced discretionary spending and elimination of all non-essential travel. In addition to these measures, the Company temporarily closed and consolidated several communities in the Hospitality & Facilities Services - South segment and in May of 2020, the Company temporarily closed all communities in the Hospitality & Facilities Services - Midwest segment. The Company began re-opening communities in both the Hospitality & Facilities Services - South and Midwest segments in July of 2020 as customer activity levels began to increase. Additionally, the Company executed contract modifications with several customers resulting in extended terms and reduced minimum contract commitments in 2020. These modifications utilize multi-year contract extensions to maintain contract value and provide the Company with greater visibility on long-term revenue and cash flow. This mutually beneficial approach balanced average daily rates with contract term and positions the Company to take advantage of a more balanced market. Overall, the Company has experienced a positive recovery from the lows of 2020 with consistent improvement in customer demand within the Hospitality and Facilities Services – South segment and significant growth in the Government segment. There have been significant changes to the global economic situation and to public securities markets as a result of COVID-19. surfacing of virus variants has added a degree of uncertainty to the continuing global impact of COVID-19 It is possible that these changes could cause changes to estimates as a result of the markets in which the Company operates, the price of the Company’s publicly traded equity and debt in comparison to the Company’s carrying value. Such changes to estimates could potentially result in impacts that would be material to the Company’s consolidated financial statements, particularly with respect to the fair value of the Company’s reporting units in relation to potential goodwill impairment, the fair value of long-lived and other intangible assets in relation to potential impairment and the allowance for doubtful accounts. As a result of the impact of COVID-19 and the disruption to the global economy, in the first quarter of 2020 we also concluded a trigger event had occurred and we tested our long-lived and intangible assets, including goodwill, for impairment. Additionally, in connection with COVID-19, on March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). The CARES Act, among other things, included provisions relating to the 80 percent limitation of net operating loss and modifications to the business interest deduction limitations. We evaluated how the provisions in the CARES Act would impact our consolidated financial statements and concluded that the CARES Act did not have a material impact on our provision for income taxes for the three and nine months ended September 30, 2021 and 2020 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Revenue | 2. Revenue Total revenue recognized under Topic 606 was $155.1 million and $131.2 million for the nine months ended September 30, 2021 and 2020, respectively, while specialty rental income was $54.5 million and $42.4 million subject to the guidance of ASC 840 for the nine months ended September 30, 2021 and 2020, respectively. Total revenue recognized under Topic 606 was $67.1 million and $35.4 million for the three months ended September 30, 2021 and 2020, respectively, while specialty rental income was $22.1 million and $12.8 million subject to the guidance of ASC 840 for the three months ended September 30, 2021 and 2020, respectively. The following table disaggregates our revenue by our four reportable segments as well as the All Other category: Hospitality & Facilities Services - South, Hospitality & Facilities Services - Midwest, Government, TCPL Keystone, and All Other for the dates indicated below: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Hospitality & Facilities Services - South Services income $ 28,732 $ 16,236 $ 77,729 $ 77,863 Total Hospitality & Facilities Services - South revenues 28,732 16,236 77,729 77,863 Hospitality & Facilities Services - Midwest Services income $ 1,266 $ 1,154 $ 2,593 $ 5,705 Total Hospitality & Facilities Services - Midwest revenues 1,266 1,154 2,593 5,705 Government Services income $ 26,663 $ 6,169 $ 61,329 $ 18,448 Total Government revenues 26,663 6,169 61,329 18,448 TCPL Keystone Services income $ 31 $ 493 $ 989 $ 493 Construction fee income 9,849 11,105 11,294 27,634 Total TCPL Keystone revenues 9,880 11,598 12,283 28,127 All Other Services income $ 529 $ 279 $ 1,166 $ 1,017 Total All Other revenues 529 279 1,166 1,017 Total revenues $ 67,070 $ 35,436 $ 155,100 $ 131,160 On July 23, 2021, the Company executed a Termination and Settlement Agreement with TC Energy (the “Termination and Settlement Agreement”), which effectively terminated the Company’s contract with TC Energy that was originated in 2013. The Termination and Settlement Agreement also released the Company from any outstanding work performance obligations under the 2013 contract (including all change orders, limited notices to proceed, and amendments). Additionally, the Termination and Settlement Agreement resulted in an agreed upon termination fee of approximately $5 million that was collected in cash on July 27, 2021. This Termination and Settlement Agreement also resulted in the recognition of approximately $4.9 million of deferred revenue as of the effective date of the Termination and Settlement Agreement. All such revenue is recognized in construction fee income within the TCPL Keystone segment included in the above table as well as in the accompanying consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2021. No further revenue will be generated from the 2013 contract and as of September 30, 2021, there are no unrecognized deferred revenue amounts or costs for incomplete projects related to this contract following such termination. As a result of the current market environment discussed in Note 1 “ Recent Developments – CO VI D-19 and D isruption to Global Demand” Contract Assets and Liabilities We do not have any contract assets. Contract liabilities primarily consist of deferred revenue that represent payments for room nights that the customer may use in the future as well as an advanced payment for a community build that is being recognized over the related contract period. Activity in the deferred revenue accounts as of the dates indicated below was as follows: For Nine Months Ended September 30, 2021 2020 Balances at Beginning of the Period $ 18,371 $ 26,199 Additions to deferred revenue 125,592 7,866 Revenue recognized (76,120) (14,956) Balances at End of the Period $ 67,843 $ 19,109 As of September 30, 2021, for contracts greater than one year, the following table discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue, and only represents revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed: For the Years Ended December 31, 2021 2022 2023 2024 2025 2026 Total Revenue expected to be recognized as of September 30, 2021 $ 33,059 $ 48,519 $ 18,699 $ 18,748 $ 18,699 $ 13,987 $ 151,711 The Company applied some of the practical expedients in Topic 606, including the “right to invoice” practical expedient, and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Due to the application of these practical expedients, the table above represents only a portion of the Company’s expected future consolidated revenues and it is not necessarily indicative of the expected trend in total revenues. |
Specialty Rental Assets, Net
Specialty Rental Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, December 31, 2021 2020 Specialty rental assets $ 571,965 $ 547,375 Construction-in-process 4,844 5,828 Less: accumulated depreciation (282,437) (241,716) Specialty rental assets, net $ 294,372 $ 311,487 Depreciation expense related to specialty rental assets was $40.6 million and $37.2 million for the nine months ended September 30, 2021 and 2020, respectively, and is included in depreciation of specialty rental assets in the consolidated statements of comprehensive income (loss). For the three months ended September 30, 2021 and 2020, depreciation expense of specialty rental assets was $14.3 and $12.0 million, respectively. |
Other Property, Plant and Equip
Other Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, December 31, 2021 2020 Land $ 9,163 $ 9,163 Buildings and leasehold improvements 185 115 Machinery and office equipment 1,217 1,072 Software and other 3,838 3,752 14,403 14,102 Less: accumulated depreciation (4,211) (3,083) Total other property, plant and equipment, net $ 10,192 $ 11,019 Depreciation expense related to other property, plant and equipment was $1.1 million and $1.5 million for the nine months ended September 30, 2021 and 2020, respectively, and is included in other depreciation and amortization in the consolidated statements of comprehensive income (loss). For the three months ended September 30, 2021 and 2020, depreciation expense related to other property, plant and equipment was $0.4 million and $0.7 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, net | 9 Months Ended |
Sep. 30, 2021 | |
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 Hospitality and Facilities Services – South business segment and reporting unit. Changes in the carrying amount of goodwill were as follows: Hospitality and Facilities Services - South Balance at January 1, 2020 $ 41,038 Changes in Goodwill - Balance at December 31, 2020 41,038 Changes in Goodwill - Balance at September 30, 2021 $ 41,038 Intangible assets other than goodwill at the dates indicated below consisted of the following: September 30, 2021 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 5.8 $ 128,907 $ (53,154) $ 75,753 Total 128,907 (53,154) 75,753 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (53,154) $ 92,153 December 31, 2020 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 6.4 $ 128,907 $ (42,186) $ 86,721 Total 128,907 (42,186) 86,721 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (42,186) $ 103,121 For the nine months ended September 30, 2021 and 2020, amortization expense related to intangible assets was $11.0 million and $11.1 million, respectively, and is included in other depreciation and amortization in the consolidated statements of comprehensive income (loss). For the three months ended September 30, 2021 and 2020, amortization expense related to intangible assets was $3.6 million and $3.7 million, respectively. The estimated aggregate amortization expense as of September 30, 2021 for each of the next five years and thereafter is as follows: Rest of 2021 $ 3,687 2022 13,302 2023 12,881 2024 12,881 2025 12,881 Thereafter 20,121 Total $ 75,753 |
Other Non-Current Assets
Other Non-Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Other Non-Current Assets | |
Other Non-Current Assets | 6. Other Non-Current Assets Other non-current assets include capitalized software implementation costs for the implementation of cloud computing systems. As of the dates indicated below, capitalized implementation costs and related accumulated amortization in other non-current assets on the consolidated balance sheets amounted to the following: September 30, December 31, 2021 2020 Cloud computing implementation costs $ 7,198 $ 7,094 Less: accumulated amortization (3,303) (1,685) Other non-current assets $ 3,895 $ 5,409 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 | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities as of the dates indicated below consists of the following: September 30, December 31, 2021 2020 Employee accrued compensation expense $ 9,767 $ 6,177 Other accrued liabilities 9,976 8,873 Accrued interest on debt 1,472 9,649 Total accrued liabilities $ 21,215 $ 24,699 Other accrued liabilities in the above table relates primarily to accrued utilities, rent, real estate and sales taxes, state income taxes, and other accrued operating expenses. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Debt | 8. Debt Senior Secured Notes 2024 In connection with the closing of the Business Combination, Bidco issued $340 million in aggregate principal amount of 9.50% senior secured notes due March 15, 2024 (the “2024 Senior Secured Notes” or “Notes”) under an indenture dated March 15, 2019 (the “Indenture”). The Indenture was entered into by and among Bidco, the guarantors named therein (the “Note Guarantors”), and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. Interest is payable semi-annually on September 15 and March 15 beginning September 15, 2019. Refer to table below for a description of the amounts related to the Notes. Principal Unamortized Original Issue Discount Unamortized Deferred Financing Costs 9.50% Senior Secured Notes, due 2024 $ 340,000 $ 1,847 $ 8,908 If Bidco undergoes a change of control or sells certain of its assets, Bidco may be required to offer to repurchase the Notes. On or after March 15, 2021, Bidco at its option, may redeem the Notes, in whole or part, upon not less than fifteen (15) and not more than sixty (60) days’ prior written notice to holders and not less than twenty (20) days’ prior written notice to the trustee (or such shorter timeline as the trustee may agree), at the redemption price expressed as a percentage of principal amount set forth below, plus accrued and unpaid interest thereon but not including the applicable redemption date (subject to the right of Note holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the redemption date), if redeemed during the 12-month period beginning August 15 of each of the years set below. Redemption Year Price 2021 104.750% 2022 102.375% 2023 and thereafter 100.000% The Notes are unconditionally guaranteed by Topaz and each of Bidco’s direct and indirect wholly-owned domestic subsidiaries (collectively, the “Note Guarantors”). Target Hospitality is not an issuer or a guarantor of the Notes. The Note Guarantors are either borrowers or guarantors under the New ABL Facility (as defined below). To the extent lenders under the New ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor is also released from obligations under the Notes. These guarantees are secured by a second priority security interest in substantially all of the assets of Bidco and the Note Guarantors (subject to customary exclusions). The guarantees of the Notes by TLM Equipment, LLC, a Delaware limited liability company (“TLM Equipment LLC”) which holds certain of Target Hospitality’s assets, are subordinated to its obligations under the New ABL Facility. The Notes contain certain negative covenants, including limitations that restrict Bidco’s ability and the ability of certain of its subsidiaries, to directly or indirectly, create additional financial obligations. With certain specified exceptions, these negative covenants prohibit Bidco and certain of its subsidiaries from: creating or incurring additional debt; paying dividends or making any other distributions with respect to its capital stock; making loans or advances to Bidco or any restricted subsidiary of Bidco; selling, leasing or transferring any of its property or assets to Bidco or any restricted subsidiary of Bidco; directly or indirectly creating, incurring or assuming any lien of any kind securing debt on the collateral; or entering into any sale and leaseback transaction. In connection with the issuance of the Notes, there was an original issue discount of approximately $3.3 million and the unamortized balance of approximately $1.8 million is presented on the face of the consolidated balance sheet as of September 30, 2021 as a reduction of the principal. The discount is amortized over the life of the Notes using the effective interest method. Bidco’s ultimate parent, Target Hospitality, has no significant independent assets or operations except as included in the guarantors of the Senior Secured Notes, the guarantees under the Notes are full and unconditional and joint and several, and any subsidiaries of Target Hospitality that are not subsidiary guarantors of the Notes are minor. There are also no significant restrictions on the ability of Target Hospitality or any guarantor to obtain funds from its subsidiaries by dividend or loan. See discussion of certain negative covenants above. Therefore, pursuant to the SEC Rules, no individual guarantor financial statement disclosures are deemed necessary. Capital Lease and Other Financing Obligations The Company’s capital lease and other financing obligations as of September 30, 2021 consisted of approximately $0.1 million of capital leases related primarily to vehicles. In December 2019, the Company entered into a lease for certain equipment with a lease term expiring November 2022 and an effective interest rate of 4.3%. The Company’s lease relates to commercial-use vehicles. In November 2020, the Company entered into an insurance financing arrangement in an amount of approximately $3.3 million at an interest rate of 3.84%. The insurance financing arrangement required 9 monthly payments of approximately $0.4 million that began on December 1, 2020 and ended on August 1, 2021 when the obligation was repaid. The Company’s capital lease and other financing obligations as of December 31, 2020 consisted of approximately $0.9 million of capital leases and $2.9 million related to insurance financing obligations. New ABL Facility On the Closing Date, in connection with the closing of the Business Combination, Topaz, Bidco, Target, Signor and each of their domestic subsidiaries entered into an ABL credit agreement that provides for a senior secured asset based revolving credit facility in the aggregate principal amount of up to $125 million (the “New ABL Facility”). The historical debt of Bidco, Target and their respective subsidiaries under the ABL facility of Algeco Seller was settled at the time of the consummation of the Business Combination on the Closing Date. Approximately $40 million of proceeds from the New ABL Facility were used to finance a portion of the consideration payable and fees and expenses incurred in connection with the Business Combination. Borrowings under the New ABL Facility, at the relevant borrower’s (the borrowers under the New ABL Facility, the “ABL Borrowers”) option, bear interest at either (1) an adjusted LIBOR or (2) a base rate, in each case plus an applicable margin. The applicable margin is 2.50% with respect to LIBOR borrowings and 1.50% with respect to base rate borrowings. Commencing at the completion of the first full fiscal quarter after the Closing Date, the applicable margin for borrowings under the New ABL Facility is subject to one step-down of 0.25% and one step-up of 0.25%, based on achieving certain excess availability levels with respect to the New ABL Facility. The New ABL Facility provides borrowing availability of an amount equal to the lesser of (i) (a) $125 million and (b) the Borrowing Base (defined below) (the “Line Cap”). The Borrowing Base is, at any time of determination, an amount (net of reserves) equal to the sum of: ● 85% of the net book value of the Borrowers’ eligible accounts receivables, plus ● the lesser of (i) 95% of the net book value of the Borrowers’ eligible rental equipment and (ii) 85% of the net orderly liquidation value of the Borrowers’ eligible rental equipment, minus ● customary reserves The New ABL Facility includes borrowing capacity available for standby letters of credit of up to $15 million and for ‘‘swingline’’ loan borrowings of up to $15 million. Any issuance of letters of credit or making of a swingline loan will reduce the amount available under the New ABL Facility. In addition, the New ABL Facility will provide the Borrowers with the option to increase commitments under the New ABL Facility in an aggregate amount not to exceed $75 million plus any voluntary prepayments that are accompanied by permanent commitment reductions under the New ABL Facility. The termination date of the New ABL Facility is September 15, 2023. The obligations under the New ABL Facility are unconditionally guaranteed by Topaz and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized restricted subsidiary of Bidco (together with Topaz, the “ABL Guarantors”), other than certain excluded subsidiaries. The New ABL Facility is secured by (i) a first priority pledge of the equity interests of Topaz, Bidco, Target, and Signor (the “Borrowers) and of each direct, wholly-owned US organized restricted subsidiary of any Borrower or any ABL Guarantor, (ii) a first priority pledge of up to 65% of the voting equity interests in each non-US restricted subsidiary of any Borrower or ABL Guarantor and (iii) a first priority security interest in substantially all of the assets of the Borrower and the ABL Guarantors (in each case, subject to customary exceptions). The New ABL Facility requires the Borrowers to maintain a (i) minimum fixed charge coverage ratio of 1.00:1.00 and (ii) maximum total net leverage ratio of 4.00:1.00, at any time when the excess availability under the New ABL Facility is less than the greater of (a) $15.625 million and (b) 12.5% of the Line Cap. The New ABL Facility also contains a number of customary negative covenants. Such covenants, among other things, limit or restrict the ability of each of the Borrowers, their restricted subsidiaries, and where applicable, Topaz, to: ● incur additional indebtedness, issue disqualified stock and make guarantees; ● incur liens on assets; ● engage in mergers or consolidations or fundamental changes; ● sell assets; ● pay dividends and distributions or repurchase capital stock; ● make investments, loans and advances, including acquisitions; ● amend organizational documents and master lease documents; ● enter into certain agreements that would restrict the ability to pay dividends; ● repay certain junior indebtedness; and ● change the conduct of its business. The aforementioned restrictions are subject to certain exceptions including (i) the ability to incur additional indebtedness, liens, investments, dividends and distributions, and prepayments of junior indebtedness subject, in each case, to compliance with certain financial metrics and certain other conditions and (ii) a number of other traditional exceptions that grant the ABL Borrowers continued flexibility to operate and develop their businesses. The New 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: September 30, December 31, 2021 2020 Capital lease and other financing obligations $ 148 $ 3,840 ABL facility — 48,000 9.50% Senior Secured Notes due 2024, face amount 340,000 340,000 Less: unamortized original issue discount (1,847) (2,319) Less: unamortized term loan deferred financing costs (8,908) (11,182) Total debt, net 329,393 378,339 Less: current maturities (148) (3,571) Total long-term debt $ 329,245 $ 374,768 Interest expense, net The components of interest expense, net (which includes interest expense incurred) recognized in the unaudited consolidated statements of comprehensive income (loss) for the periods indicated below consist of the following: For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Interest incurred on capital lease and other financing obligations $ 5 $ 30 $ 51 $ 98 Interest expense incurred on ABL facilities and Notes 8,201 8,722 25,315 26,693 Amortization of deferred financing costs on ABL facilities and Notes 1,097 1,016 3,220 2,914 Amortization of original issue discount on Notes 162 145 472 408 Interest expense, net $ 9,465 $ 9,913 $ 29,058 $ 30,113 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 Notes on the unaudited consolidated balance sheet as of September 30, 2021. Accumulated amortization expense related to the deferred financing costs was approximately $7.0 million and $4.7 million as of September 30, 2021 and December 31, 2020, respectively. Accumulated amortization of the original issue discount was approximately $1.5 million and $1.0 million as of September 30, 2021 and December 31, 2020, respectively. Accumulated amortization related to revolver deferred financing costs for the ABL facilities was approximately $3.2 million and $2.4 million as of September 30, 2021 and December 31, 2020, respectively. 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 nine months ended September 30, 2021 and 2020, respectively. Future maturities The aggregate annual principal maturities of debt and capital lease obligations for each of the next five years and thereafter, based on contractual terms are listed in the table below. The schedule of future maturities as of September 30, 2021, consists of the following: Rest of 2021 $ 69 2022 79 2023 — 2024 340,000 Total $ 340,148 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
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 the Public Offering as defined in Note 15. Each Private Warrant entitles the holder to purchase one share of common stock at $11.50 per share. The purchase price of the Private Warrants was added to the proceeds from the Public Offering and was held in the Trust Account until the closing of the Business Combination. The Private Warrants (including the shares of Common Stock issuable upon exercise of the Private Warrants) were not transferable, assignable or salable until 30 days after the closing date of the Business Combination, and they may be exercised on a cashless basis and are non-redeemable so long as they are held by the initial purchasers of the Private Warrants or their permitted transferees. The Company evaluated the Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity liabilities. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded the Private Warrants as liabilities on the balance sheet at their estimated fair value. 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 statement of comprehensive income (loss). The change in the estimated fair value of the Private Warrants resulted in a loss (gain) of approximately $1.6 million and ($2.5) million for the nine months ended September 30, 2021 and 2020, respectively. For the three months ended September 30, 2021 and 2020, the change in the estimated fair value of the Private Warrants resulted in a gain of approximately ($1.1) million and ($0.3) million, respectively. As of September 30, 2021, and 2020, 5,333,334 Private Warrants were outstanding, which expire no later than five years after the completion of the Business Combination (March 15, 2024) if they remain unredeemed. The Company determined the following estimated fair values for the outstanding Private Warrants as of the dates indicated below: September 30, December 31, 2021 2020 (Restated) Warrant liabilities $ 2,133 $ 533 Total $ 2,133 $ 533 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Income Taxes | 10. Income Taxes Income tax expense (benefit) was approximately $0.1 The effective tax rate for the nine months ended September 30, 2021 significantly 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 as well as the impact of state tax expense based off of gross receipts. 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 | 9 Months Ended |
Sep. 30, 2021 | |
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, related party receivables, trade payables, other current liabilities, and other debt approximates their carrying amounts largely due to the short-term maturities or recent commencement of these instruments. The fair value of the ABL 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: September 30, 2021 December 31, 2020 Financial Assets (Liabilities) Not Measured at Fair Value Carrying Fair Value Carrying Fair Value ABL facility (See Note 8) - Level 2 $ — $ — $ (48,000) $ (48,000) Senior Secured Notes (See Note 8) - Level 1 $ (329,245) $ (347,480) $ (326,499) $ (300,900) Recurring fair value measurements Level 3 Disclosures: There were 5,333,334 Private Warrants outstanding as of September 30, 2021 and December 31, 2020. Based on the fair value assessment that was performed, the Company determined a fair value price per Private Warrant of $0.40 and $0.10 as of September 30, 2021 and December 31, 2020, respectively. The fair value is classified as Level 3 in the fair value hierarchy due to the use of pricing inputs that are less observable in the marketplace combined with management judgment required for the assumptions underlying the calculation of value. The Company determined the estimated fair value of the Private Warrants using the Black-Scholes option-pricing model. September 30, December 31, 2021 2020 Exercise Price $ 11.50 $ 11.50 Stock Price $ 3.73 $ 1.58 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 2.46 3.20 Risk-Free Interest Rate % 0.39 % 0.19 Expected Volatility % 64.00 % 68.00 Per Share Value of Warrants $ 0.40 $ 0.10 The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021: Private Placement Warrants Balance at December 31, 2020 (as Restated) $ 533 Change in fair value of warrant liabilities 640 Balance at March 31, 2021 1,173 Change in fair value of warrant liabilities 2,080 Balance at June 30, 2021 3,253 Change in fair value of warrant liabilities (1,120) Balance at September 30, 2021 $ 2,133 There were no transfers of financial instruments between the three levels of the fair value hierarchy during the nine months ended September 30, 2021 and 2020 and the year ended December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Parties | |
Related Parties | 13. Related Parties During the nine months ended September 30, 2021 and 2020 the Company incurred $0.6 million and $0.8 million, respectively, in commissions owed to related parties, included in selling, general and administrative expense in the accompanying consolidated statements of comprehensive loss. For the three months ended September 30, 2021 and 2020, the Company incurred $0.2 million and $0.2 million in commissions, respectively. At September 30, 2021 and December 31, 2020, the Company accrued $0.3 million and $0.3 million, respectively, for these commissions. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings (Loss) per Share | |
Earnings (Loss) per Share | 14. Earnings (Loss) per Share Basic earnings (loss) per share (“EPS” or “LPS”) is calculated by dividing net income or loss attributable to Target Hospitality by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed similarly to basic net income per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. During periods when net losses are incurred, potential dilutive securities would be anti-dilutive and are excluded from the calculation of diluted loss per share for that period. A net income was recorded for the three months ended September 30, 2021 and a net loss was recorded for the three months ended September 30, 2020. A net loss was recorded for the nine months ended September 30, 2021 and 2020. The following table presents basic and diluted EPS (LPS) for the periods indicated below ($ in thousands, except per share amounts): For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Numerator (Restated) (Restated) Net income (loss) attributable to Common Stockholders $ 6,675 $ (7,603) $ (7,375) $ (15,814) Denominator Weighted average shares outstanding - basic and diluted 96,814,970 96,138,459 96,539,703 95,997,647 Net income (loss) per share - basic and diluted $ 0.07 $ (0.08) $ (0.08) $ (0.16) 5,015,898 shares of the 8,050,000 shares of common stock held by the Founders, were placed into escrow concurrent with the Business Combination. Upon being placed into escrow, the voting and economic rights of the shares were suspended for the period they are in escrow. Given that the Founders are not entitled to vote or participate in the economic rewards available to the other shareholders with respect to these shares, these shares are not included in the EPS (LPS) calculations. The Public and Private Warrants representing a total of 16,166,650 shares of the Company’s common stock for the three and nine months ended September 30, 2020 were excluded from the computation of EPS (LPS) because they are considered anti-dilutive as the exercise price exceeds the average market price of the common stock during the applicable periods. As discussed in Note 16, RSUs and stock options were outstanding for the three and nine months ended September 30, 2021. These RSUs and stock options were excluded from the computation of EPS (LPS) because their effect would have been anti-dilutive. Shares of treasury stock have been excluded from the computation of EPS (LPS). |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity | |
Stockholders' Equity | 15. Stockholders’ Equity Common Stock As of September 30, 2021, and December 31, 2020, Target Hospitality had 106,252,064 and 105,585,682 shares of Common Stock, par value $0.0001 per share issued with 101,837,297 and 101,170,915 outstanding, respectively. Each share of Common Stock has one vote, except the voting rights related to the 5,015,898 of Founder Shares placed in escrow have been suspended subject to release pursuant to the terms of the earnout agreement entered into at the closing of the Business Combination by and between Harry E. Sloan, Jeff Sagansky, Eli Baker and the Company. Preferred Shares Target Hospitality is authorized to issue 1,000,000 preferred shares at $0.0001 par value. As of September 30, 2021, 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 Each Public Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. If upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will upon exercise, round down to the nearest whole number, the number of shares to be issued to the Public Warrant holder. Each Public Warrant became exercisable 30 days after the completion of the Business Combination. As of September 30, 2021, the Company had 10,833,316 Public Warrants issued and outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 16. Stock-Based Compensation On March 15, 2019, in connection with the Business Combination, the Company’s Board of Directors approved the adoption of the Target Hospitality Corp. 2019 Incentive Award Plan (the “Plan”), under which 4,000,000 of the Company’s shares of Common Stock were reserved for issuance pursuant to future grants of share awards. The expiration date of the Plan, on and after which date no awards may be granted, is March 15, 2029. On February 25, 2021, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors adopted a new form Executive Restricted Stock Unit Agreement (the “RSU Agreement”) and a form Executive Stock Appreciation Rights Award Agreement (the “SAR Agreement” and together with the RSU Agreement, the “Award Agreements”) with respect to the granting of restricted stock units and stock appreciation rights, respectively, under the Plan. The new Award Agreements will be used for all awards to executive officers made on or after February 25, 2021. The RSU Agreement has material terms that are substantially similar to those in the form Executive Restricted Stock Unit Agreement last approved by the Compensation Committee and previously disclosed by the Company, except for the following: (x) 50% of the restricted stock units (each an “RSU”) will vest on the second grant date anniversary and 50% of the RSUs will vest on the third grant date anniversary and (y) if the participant’s employment or service terminates due to Retirement (as defined in the Plan), and the participant has been continuously employed by the Company for at least twelve months following the grant date, then a pro-rata portion of the participant’s RSUs scheduled to vest on the next following vesting date shall vest on his or her termination date based on completed calendar months since either (a) the grant date or (b) the initial vesting date, as applicable. The SAR Agreement has material terms that are substantially similar to those in the form Executive Nonqualified Stock Option Award Agreement last approved by the Compensation Committee and previously disclosed by the Company, except for the following: (x) the change in the equity instrument to a stock appreciation right (“SAR”), which may be settled in shares or cash, (y) 50% of the SARs will vest on the second grant date anniversary and 50% of the SARs will vest on the third grant date anniversary, and (z) if the participant’s employment or service terminates due to Retirement (as defined in the Plan), then (a) if the participant has been continuously employed by the Company for at least twelve months following the grant date, then a pro-rata portion of the SARs scheduled to become vested on the next vesting date shall be vested on the participant’s termination date based on completed calendar months since either (i) the grant date or (ii) the initial vesting date, as applicable; (b) following the application of clause (a), the unvested portion of the SARs shall expire upon such termination of employment or service and (c) the participant may exercise the vested portion of the SARs, but only within such period of time ending on the earlier of (i) two years following such termination of employment or service, or (ii) the Expiration Date (as defined in the SAR Agreement). Restricted Stock Units On February 25, 2021, the Compensation Committee granted time-based RSUs to certain of the Company’s executive officers and other employees. Each RSU represents a contingent right to receive, upon vesting, one share of the Company’s Common Stock or its cash equivalent, as determined by the Company. The number of RSUs granted to certain named executive officers and certain other employees totaled 1,134,524. Additionally, on May 18, 2021, the Company awarded an aggregate of 326,926-time-based RSUs to each of the Company’s non-employee directors, which vest on the first grant date anniversary For the nine months ended September 30, 2021, certain of the Company's employees surrendered RSUs owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of RSUs issued under the Plan. The table below represents the changes in RSUs: Number of Weighted Balance at December 31, 2020 1,124,762 $ 4.21 Granted 1,461,450 2.01 Vested (654,068) 3.00 Forfeited (1,606) 4.67 Balance at September 30, 2021 1,930,538 $ 2.95 Stock-based compensation expense for these RSUs recognized in selling, general and administrative expense in the consolidated statement of comprehensive income (loss) for the nine months ended September 30, 2021 and 2020, was approximately $2.1 million and $2.3 million, respectively, with an associated tax benefit of $0.5 million and $0.6 million, respectively. For the three months ended September 30, 2021 and 2020, stock-based compensation expense for RSUs was approximately $0.8 million and $0.7 million, respectively. At September 30, 2021, unrecognized compensation expense related to RSUs totaled approximately $5.0 million and is expected to be recognized over a remaining term of approximately 2.00 years. Under the authoritative guidance for stock-based compensation, 582,096 of the RSUs granted during 2021 are considered liability-based awards due to an insufficient number of shares available under the plan to service these awards upon vesting. As such, the Company recognized a liability associated with these RSUs of approximately $0.6 million as of September 30, 2021, of which approximately $0.4 million is included in accrued liabilities and approximately $0.2 million is included in other non-current liabilities in the accompanying balance sheets. The estimated fair value of these liability-based awards was $3.73/RSU as of September 30, 2021. The fair value of these liability awards will be remeasured at each reporting period until the date of settlement. Stock Option Awards During nine months ended September 30, 2021 there were no new grants or other changes in the stock options outstanding. 546,272 stock options were exercisable at September 30, 2021. Stock-based compensation expense for these stock option awards recognized in selling, general and administrative expense in the unaudited consolidated statement of comprehensive income (loss) for the nine months ended September 30, 2021 and 2020, was approximately $0.6 million and $0.5 million, respectively, with an associated tax benefit of $0.1 million and $0.1 million, respectively. For the three months ended September 30, 2021 and 2020, stock-based compensation expense was approximately $0.2 million and $0.2 million, respectively, with an associated tax benefit of less than $0.1 million and less than $0.1 million, respectively. At September 30, 2021, unrecognized compensation expense related to stock options totaled $1.6 million and is expected to be recognized over a remaining term of approximately 2.11 years. The fair value of each option award at the grant date was estimated using the Black-Scholes option-pricing model with the following assumptions: Assumptions Weighted average expected stock volatility (range) % 25.94 - 30.90 Expected dividend yield % 0.00 Expected term (years) 6.25 Risk-free interest rate (range) % 0.82 - 2.26 Exercise price (range) $ 4.51 - 10.83 Weighted-average grant date fair value $ 1.42 The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility as the Company does not have a sufficient trading history as a stand-alone public company to calculate volatility. Additionally, due to an insufficient history with respect to stock option activity and post vesting cancellations, the expected term assumption is based on the simplified method permitted under SEC rules, whereby, the simple average of the vesting period for each tranche of award and its contractual term is aggregated to arrive at a weighted average expected term for the award. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a dividend on its shares of common stock. Stock-based payments are subject to service based vesting requirements and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. No stock options were forfeited for the nine months ended September 30, 2021. Stock Appreciation Right Awards On February 25, 2021, the Compensation Committee granted SARs to certain of the Company’s executive officers and other employees. Each SAR represents a contingent right to receive, upon vesting, payment in cash or the Company’s Common Stock, as determined by the Compensation Committee, in an amount equal to the difference between (a) the fair market value of a Common Share on the date of exercise, over (b) the grant date price. The number of SARs granted to certain named executive officers and certain other employees totaled 1,551,631. The following table summarizes SARs outstanding at September 30, 2021: Number of Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding SARs at December 31, 2020 - $ - - Granted 1,551,631 1.79 9.41 Outstanding SARs at September 30, 2021 1,551,631 $ 1.79 9.41 Under the authoritative guidance for stock-based compensation, these SARs are considered liability-based awards. The Company recognized a liability, which is included in other non-current liabilities in the consolidated balance sheets, associated with its SARs of approximately $0.9 million as of September 30, 2021. These SARs were valued using the Black-Scholes option pricing model, the expected volatility was approximately 43.5%, the term was 6.25 years, the dividend rate was 0.0% and the risk-free interest rate was approximately 1.07%, which resulted in a calculated fair value of approximately $0.78 per SAR as of the grant date. The estimated fair value of each SAR as of September 30, 2021 was $2.92. The fair value of these liability awards will be remeasured at each reporting period until the date of settlement. Increases and decreases in stock-based compensation expense are recognized over the vesting period, or immediately for vested awards. For the nine months ended September 30, 2021, the Company recognized compensation expense related to these awards of approximately $0.9 million in selling, general and administrative expense in the unaudited consolidated statement of comprehensive income (loss). For the three months ended September 30, 2021, the Company recognized compensation expense related to these awards of approximately $0.4 million in selling, general, and administrative expense in the unaudited consolidated statement of comprehensive income (loss). At September 30, 2021, unrecognized compensation expense related to SARs totaled approximately $3.6 million and is expected to be recognized over a remaining term of approximately 2.41 years. The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility as the Company does not have a sufficient trading history as a stand-alone public company to calculate volatility. Additionally, due to an insufficient history with respect to stock 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 SARs were forfeited for the nine months ended September 30, 2021. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Plans | |
Retirement Plans | 17. Retirement plans We offer a defined contribution 401(k) retirement plan to substantially all of our U.S. employees. Participants may contribute from 1% to 90% of eligible compensation, inclusive of pretax and/or Roth deferrals (subject to Internal Revenue Service limitations), and we make matching contributions under this plan on the first 6% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 3% contribution). Our matching contributions vest at a rate of 20% per year for each of the employee’s first five years of service and then are fully vested thereafter. For the nine months ended September 30, 2021 and 2020, we recognized expense of $0.7 million and $0.6 million, respectively, related to these matching contributions. For the three months ended September 30, 2021 and 2020, we recognized expense of $0.2 million and $0.2 million, respectively. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2021 | |
Business Segments | |
Business Segments | 18. Business Segments During 2021, the Company changed the names of select reportable segments to appropriately align with its diversified hospitality and facilities service offerings. The segments formerly known as Permian Basin and Bakken Basin will now be referred to as Hospitality & Facilities Services – South and Hospitality & Facilities Services – Midwest, respectively. All other reportable segment names will remain unchanged. The Company is organized primarily on the basis of geographic region and customer industry group and operates in four 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. Hospitality & Facilities Services – South — Hospitality & Facilities Services – Midwest Government TCPL Keystone All Other — The table below presents information about reported segments for the three and nine months ended September 30 (except for asset information for 2020 that is presented as of December 31): 2021 Hospitality & Facilities Services - South Hospitality & Facilities Services - Midwest Government TCPL Keystone All Other Total For the Nine Months Ended September 30, 2021 Revenue $ 84,350 $ 2,593 $ 109,255 $ 12,283 $ 1,166 (a) $ 209,647 Adjusted gross profit $ 38,219 $ (854) $ 66,649 $ 9,140 $ (374) $ 112,780 Total Assets $ 213,870 $ 44,580 $ 81,796 $ 3,072 $ 2,284 $ 345,602 For the Three Months Ended September 30, 2021 Revenue $ 31,066 $ 1,266 $ 46,428 $ 9,880 $ 529 $ 89,169 Adjusted gross profit $ 13,945 $ (56) $ 25,823 $ 8,329 $ (139) $ 47,902 2020 Hospitality & Facilities Services - South Hospitality & Facilities Services - Midwest Government TCPL Keystone All Other Total For the Nine Months Ended September 30, 2020 Revenue $ 89,163 $ 5,705 $ 49,527 $ 28,126 $ 1,018 (a) $ 173,539 Adjusted gross profit $ 42,257 $ 323 $ 37,701 $ 4,419 $ (481) $ 84,219 Total Assets (as of December 31, 2020) $ 277,839 $ 51,782 $ 27,149 $ 3,543 $ 3,231 $ 363,544 For the Three Months Ended September 30, 2020 Revenue $ 18,968 $ 1,154 $ 16,264 $ 11,598 $ 279 $ 48,263 Adjusted gross profit $ 8,606 $ 87 $ 13,213 $ 2,027 $ (220) $ 23,713 (a) Revenues are attributable to three operating segments of the Company and are reported in the “All Other” category previously described. A reconciliation of total segment adjusted gross profit to total consolidated income (loss) before income taxes for the dates indicated below, is as follows: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 (Restated) (Restated) Total reportable segment adjusted gross profit $ 48,041 $ 23,933 $ 113,154 $ 84,700 Other adjusted gross profit (139) (220) (374) (481) Depreciation and amortization (18,302) (16,336) (52,742) (49,713) Selling, general, and administrative expenses (12,827) (8,508) (35,835) (28,599) Other expense (income), net (91) 183 (781) 752 Interest expense, net (9,465) (9,913) (29,058) (30,113) Change in fair value of warrant liabilities 1,120 267 (1,600) 2,453 Consolidated income (loss) before income taxes $ 8,337 $ (10,594) $ (7,236) $ (21,001) A reconciliation of total segment assets to total consolidated assets as of the dates indicated below, is as follows: September 30, 2021 December 31, 2020 Total reportable segment assets $ 343,318 $ 360,313 Other assets 2,284 3,231 Other unallocated amounts 184,354 170,693 Total Assets $ 529,956 $ 534,237 Other unallocated assets consist of the following as reported in the consolidated balance sheets of the Company as of the dates indicated below: September 30, 2021 December 31, 2020 Total current assets $ 69,779 $ 43,562 Other intangible assets, net 92,153 103,121 Deferred tax asset 15,984 15,179 Deferred financing costs revolver, net 2,477 3,422 Other non-current assets 3,961 5,409 Total other unallocated amounts of assets $ 184,354 $ 170,693 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Events On October 1, 2021, the Company purchased a group of assets consisting primarily of modular units from Civeo USA, LLC (“seller”) for $6.2 million, which was funded by cash on hand as of the acquisition date. These assets were previously leased from the seller to service the Company’s Government reportable segment, and effective with the purchase, the lease was terminated. These assets will continue to be used in the Company’s Government reportable segment. No personnel were assumed as a part of this transaction. |
Organization and Nature of Op_2
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | |
Organization and Nature of Operations | Organization and Nature of Operations Target Hospitality Corp. (“Target Hospitality” or the “Company”) was formed on March 15, 2019 and is North America’s largest provider of vertically integrated modular accommodations 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 oil, gas, mining, alternative energy, government and immigrations sectors principally located in the West Texas, South Texas, Oklahoma and Midwest regions, as well as various large linear-construction (pipeline and infrastructure) projects in the United States. The Company, whose securities are listed on the Nasdaq Global Market, serves as the holding company for the businesses of Target Logistics Management, LLC and its subsidiaries (“Target”) and RL Signor Holdings, LLC and its subsidiaries (“Signor”). TDR Capital LLP (“TDR Capital” or “TDR”) owns approximately 64% of Target Hospitality and the remaining ownership is broken out among the founders of the Company’s legal predecessor, Platinum Eagle Acquisition Corp. (“Platinum Eagle” or “PEAC”), investors in Platinum Eagle’s private placement transaction completed substantially and concurrently with the Business Combination (as defined below) (the “PIPE”), and other public shareholders. Platinum Eagle was originally incorporated on July 12, 2017 as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. References in this Quarterly Report on Form 10-Q to the Company refer to Target Hospitality for all periods at or after March 15, 2019 and Platinum Eagle for all periods prior to March 15, 2019, unless the context requires otherwise. On November 13, 2018, PEAC entered into: (i) the agreement and plan of merger, as amended on January 4, 2019 (the “Signor Merger Agreement”), by and among PEAC, Signor Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Platinum Eagle and sister company to the Holdco Acquiror (defined below as Topaz Holdings LLC) (“Signor Merger Sub”), Arrow Holdings S.a.r.l., a Luxembourg société à responsabilité limitée besloten vennootschap Target Parent was formed by TDR in September 2017. Prior to the Business Combination, Target Parent was directly owned by Algeco Scotsman Global S.a.r.l. (“ASG”) which is ultimately owned by a group of investment funds managed and controlled by TDR. During 2018, ASG assigned all of its ownership interest in Target Parent to the Algeco Seller, an affiliate of ASG that is also ultimately owned by a group of investment funds managed and controlled by TDR. Target Parent acted as a holding company that included the U.S. corporate employees of ASG and certain of its affiliates and certain related administrative costs and was the owner of Target, its operating company. Target Parent received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. As discussed above, in connection with the closing of the Business Combination, Target Parent merged with and into Bidco, with Bidco as the surviving entity. Signor Parent owned 100% of Bidco until the closing of the Business Combination in connection with which Signor Parent merged with and into Topaz with Topaz being the surviving entity. Prior to the Business Combination, Signor Parent was owned by the Arrow Seller, which is ultimately owned by a group of investment funds managed and controlled by TDR. Signor Parent was formed in August 2018 and acted as a holding company for Bidco, which was formed in September 2018, also as a holding company. Bidco acquired Signor on September 7, 2018. Neither Signor Parent nor Bidco had operating activity, but each received capital contributions, made distributions, and maintained cash as well as other amounts owed to and from affiliated entities. Signor Parent was dissolved upon consummation of the Business Combination and merger with Topaz described above on March 15, 2019. |
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 the Target Hospitality Annual Report on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on May 24, 2021 (the “2020 Form 10-K/A”). The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2021 or any future period. The accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, except for the restatement discussed below, necessary for a fair statement of financial position as of September 30, 2021, and results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The consolidated balance sheet as of December 31, 2020, was derived from the audited consolidated balance sheets of Target Hospitality Corp. but does not contain all of the footnote disclosures from those annual financial statements. Restatement of Previously Issued Consolidated Financial Statements The notes included herein should be read in conjunction with the Company's restated audited consolidated financial statements included in the 2020 Form 10-K/A. As previously disclosed in the 2020 Form 10-K/A, we restated the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020, as well as each of the quarters within 2020 to make the necessary accounting corrections related to warrant accounting. We have restated herein our consolidated financial statements as of and for the quarter and period ended September 30, 2020. We have also restated related amounts within the accompanying footnotes to the consolidated financial statements. The impact of this restatement on the financial statements for the three and nine months ended September 30, 2020 was a decrease to net loss of approximately $0.3 million and $2.5 million, respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying 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 an operating lease under the authoritative guidance for leases and are recognized as income using the straight-line method over the term of the lease agreement. Because performance obligations related to specialty rental and hospitality services are satisfied over time, the majority of our revenue is recognized on a daily basis, for each night a customer stays, at a contractual day rate. Our customers typically contract for accommodation services under committed contracts with terms that most often range from several months to three years. Our payment terms vary by type and location of our customer and the service offered. The time between invoicing and when payment is due is not significant. When lodging and services are billed and collected in advance, recognition of revenue is deferred until services are rendered. Certain of the Company’s contractual arrangements allow customers the ability to use paid but unused lodging and services for a specified period. The Company recognizes revenue for these paid but unused lodging and services as they are consumed, as it becomes probable the lodging and services will not be used, or upon expiration of the specified term. Cost of services includes labor, food, utilities, supplies, rent and other direct costs associated with operating the lodging units as well as costs associated with construction services. Cost of rental includes leasing costs and other direct costs of maintaining the lodging units. Costs associated with contracts include sales commissions which are expensed as incurred and reflected in selling, general and administrative expenses in the consolidated statements of comprehensive income (loss). The Company recognizes revenue associated with community construction using the percentage of completion method with progress towards completion measured using the cost-to-cost method as the basis to recognize revenue. Management believes this cost-to-cost method is the most appropriate measure of progress to the satisfaction of a performance obligation on the community construction. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents. Additionally, the Company collects sales, use, occupancy and similar taxes, which the Company presents on a net basis (excluded from revenues) in the consolidated statements of comprehensive income (loss). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company meets the definition of an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In reliance on exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002) is required to comply with such standards. As such, compliance dates included below pertain to non-issuers, and as permitted, early adoption dates are indicated. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (ASC 840) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses ASU 2016-13 or Topic 326 Codification Improvements to Topic 326, Financial Instruments - Credit Losses |
Recent Developments - COVID-19 and Disruption to Global Demand | Recent Developments – CO VI D-19 and D isruption to Global Demand The global outbreak of COVID-19 and the declaration of a pandemic by the World Health Organization on March 11, 2020 presented new risks to the Company’s business in 2020. Prior to March 2020, the Company’s results of operations were largely in line with expectations and subsequent to March 2020, we began to experience a decline in revenues. The COVID-19 pandemic has not impacted the Company’s ability to operate nor has it materially disrupted the Company’s supply chain, disrupted service, or caused a shortage of critical products at our communities. However, the situation surrounding COVID-19 and the decrease in global economic demand had a material adverse impact on the Company’s operating results, as a result of which the Company implemented several cost containment measures primarily initiated in April of 2020, including salary reductions, reductions in workforce, furloughs, reduced discretionary spending and elimination of all non-essential travel. In addition to these measures, the Company temporarily closed and consolidated several communities in the Hospitality & Facilities Services - South segment and in May of 2020, the Company temporarily closed all communities in the Hospitality & Facilities Services - Midwest segment. The Company began re-opening communities in both the Hospitality & Facilities Services - South and Midwest segments in July of 2020 as customer activity levels began to increase. Additionally, the Company executed contract modifications with several customers resulting in extended terms and reduced minimum contract commitments in 2020. These modifications utilize multi-year contract extensions to maintain contract value and provide the Company with greater visibility on long-term revenue and cash flow. This mutually beneficial approach balanced average daily rates with contract term and positions the Company to take advantage of a more balanced market. Overall, the Company has experienced a positive recovery from the lows of 2020 with consistent improvement in customer demand within the Hospitality and Facilities Services – South segment and significant growth in the Government segment. There have been significant changes to the global economic situation and to public securities markets as a result of COVID-19. surfacing of virus variants has added a degree of uncertainty to the continuing global impact of COVID-19 It is possible that these changes could cause changes to estimates as a result of the markets in which the Company operates, the price of the Company’s publicly traded equity and debt in comparison to the Company’s carrying value. Such changes to estimates could potentially result in impacts that would be material to the Company’s consolidated financial statements, particularly with respect to the fair value of the Company’s reporting units in relation to potential goodwill impairment, the fair value of long-lived and other intangible assets in relation to potential impairment and the allowance for doubtful accounts. As a result of the impact of COVID-19 and the disruption to the global economy, in the first quarter of 2020 we also concluded a trigger event had occurred and we tested our long-lived and intangible assets, including goodwill, for impairment. Additionally, in connection with COVID-19, on March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). The CARES Act, among other things, included provisions relating to the 80 percent limitation of net operating loss and modifications to the business interest deduction limitations. We evaluated how the provisions in the CARES Act would impact our consolidated financial statements and concluded that the CARES Act did not have a material impact on our provision for income taxes for the three and nine months ended September 30, 2021 and 2020 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Summary of disaggregation of revenue by reportable segments as well as the all other category | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Hospitality & Facilities Services - South Services income $ 28,732 $ 16,236 $ 77,729 $ 77,863 Total Hospitality & Facilities Services - South revenues 28,732 16,236 77,729 77,863 Hospitality & Facilities Services - Midwest Services income $ 1,266 $ 1,154 $ 2,593 $ 5,705 Total Hospitality & Facilities Services - Midwest revenues 1,266 1,154 2,593 5,705 Government Services income $ 26,663 $ 6,169 $ 61,329 $ 18,448 Total Government revenues 26,663 6,169 61,329 18,448 TCPL Keystone Services income $ 31 $ 493 $ 989 $ 493 Construction fee income 9,849 11,105 11,294 27,634 Total TCPL Keystone revenues 9,880 11,598 12,283 28,127 All Other Services income $ 529 $ 279 $ 1,166 $ 1,017 Total All Other revenues 529 279 1,166 1,017 Total revenues $ 67,070 $ 35,436 $ 155,100 $ 131,160 |
Summary of contract liabilities | For Nine Months Ended September 30, 2021 2020 Balances at Beginning of the Period $ 18,371 $ 26,199 Additions to deferred revenue 125,592 7,866 Revenue recognized (76,120) (14,956) Balances at End of the Period $ 67,843 $ 19,109 |
Summary of revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed | As of September 30, 2021, for contracts greater than one year, the following table discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue, and only represents revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed: For the Years Ended December 31, 2021 2022 2023 2024 2025 2026 Total Revenue expected to be recognized as of September 30, 2021 $ 33,059 $ 48,519 $ 18,699 $ 18,748 $ 18,699 $ 13,987 $ 151,711 |
Specialty Rental Assets, Net (T
Specialty Rental Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Specialty Rental Assets, Net | |
Schedule of Specialty rental assets | September 30, December 31, 2021 2020 Specialty rental assets $ 571,965 $ 547,375 Construction-in-process 4,844 5,828 Less: accumulated depreciation (282,437) (241,716) Specialty rental assets, net $ 294,372 $ 311,487 |
Other Property, Plant and Equ_2
Other Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Property, Plant and Equipment, Net | |
Schedule of other property, plant and equipment, net | September 30, December 31, 2021 2020 Land $ 9,163 $ 9,163 Buildings and leasehold improvements 185 115 Machinery and office equipment 1,217 1,072 Software and other 3,838 3,752 14,403 14,102 Less: accumulated depreciation (4,211) (3,083) Total other property, plant and equipment, net $ 10,192 $ 11,019 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Other Intangible Assets, net | |
Schedule of changes in carrying amount of goodwill | Hospitality and Facilities Services - South Balance at January 1, 2020 $ 41,038 Changes in Goodwill - Balance at December 31, 2020 41,038 Changes in Goodwill - Balance at September 30, 2021 $ 41,038 |
Schedule of intangible assets other than goodwill | September 30, 2021 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 5.8 $ 128,907 $ (53,154) $ 75,753 Total 128,907 (53,154) 75,753 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (53,154) $ 92,153 December 31, 2020 Weighted Gross average Carrying Accumulated Net Book remaining lives Amount Amortization Value Intangible assets subject to amortization Customer relationships 6.4 $ 128,907 $ (42,186) $ 86,721 Total 128,907 (42,186) 86,721 Indefinite lived assets: Tradenames 16,400 — 16,400 Total intangible assets other than goodwill $ 145,307 $ (42,186) $ 103,121 |
Schedule of estimated aggregate amortization expense | Rest of 2021 $ 3,687 2022 13,302 2023 12,881 2024 12,881 2025 12,881 Thereafter 20,121 Total $ 75,753 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Non-Current Assets | |
Schedule of other non-current assets | September 30, December 31, 2021 2020 Cloud computing implementation costs $ 7,198 $ 7,094 Less: accumulated amortization (3,303) (1,685) Other non-current assets $ 3,895 $ 5,409 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities | |
Schedule of accrued liabilities | September 30, December 31, 2021 2020 Employee accrued compensation expense $ 9,767 $ 6,177 Other accrued liabilities 9,976 8,873 Accrued interest on debt 1,472 9,649 Total accrued liabilities $ 21,215 $ 24,699 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Summary of carrying value of debt outstanding | September 30, December 31, 2021 2020 Capital lease and other financing obligations $ 148 $ 3,840 ABL facility — 48,000 9.50% Senior Secured Notes due 2024, face amount 340,000 340,000 Less: unamortized original issue discount (1,847) (2,319) Less: unamortized term loan deferred financing costs (8,908) (11,182) Total debt, net 329,393 378,339 Less: current maturities (148) (3,571) Total long-term debt $ 329,245 $ 374,768 |
Schedule of debt redemption | Redemption Year Price 2021 104.750% 2022 102.375% 2023 and thereafter 100.000% |
Components of interest expense | For the three months ended For the nine months ended September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Interest incurred on capital lease and other financing obligations $ 5 $ 30 $ 51 $ 98 Interest expense incurred on ABL facilities and Notes 8,201 8,722 25,315 26,693 Amortization of deferred financing costs on ABL facilities and Notes 1,097 1,016 3,220 2,914 Amortization of original issue discount on Notes 162 145 472 408 Interest expense, net $ 9,465 $ 9,913 $ 29,058 $ 30,113 |
Schedule of future maturities | Rest of 2021 $ 69 2022 79 2023 — 2024 340,000 Total $ 340,148 |
Senior Secured Notes 2024 | |
Debt | |
Summary of carrying value of debt outstanding | Principal Unamortized Original Issue Discount Unamortized Deferred Financing Costs 9.50% Senior Secured Notes, due 2024 $ 340,000 $ 1,847 $ 8,908 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities | |
Schedule of warrant liabilities | September 30, December 31, 2021 2020 (Restated) Warrant liabilities $ 2,133 $ 533 Total $ 2,133 $ 533 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value of Financial Instruments | |
Summary of carrying amounts and fair values of financial assets and liabilities | September 30, 2021 December 31, 2020 Financial Assets (Liabilities) Not Measured at Fair Value Carrying Fair Value Carrying Fair Value ABL facility (See Note 8) - Level 2 $ — $ — $ (48,000) $ (48,000) Senior Secured Notes (See Note 8) - Level 1 $ (329,245) $ (347,480) $ (326,499) $ (300,900) |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | September 30, December 31, 2021 2020 Exercise Price $ 11.50 $ 11.50 Stock Price $ 3.73 $ 1.58 Dividend Yield % 0.00 % 0.00 Expected Term (in Years) 2.46 3.20 Risk-Free Interest Rate % 0.39 % 0.19 Expected Volatility % 64.00 % 68.00 Per Share Value of Warrants $ 0.40 $ 0.10 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Private Placement Warrants Balance at December 31, 2020 (as Restated) $ 533 Change in fair value of warrant liabilities 640 Balance at March 31, 2021 1,173 Change in fair value of warrant liabilities 2,080 Balance at June 30, 2021 3,253 Change in fair value of warrant liabilities (1,120) Balance at September 30, 2021 $ 2,133 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings (Loss) per Share | |
Schedule of reconciliation of net loss and weighted-average shares of common stock outstanding | For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Numerator (Restated) (Restated) Net income (loss) attributable to Common Stockholders $ 6,675 $ (7,603) $ (7,375) $ (15,814) Denominator Weighted average shares outstanding - basic and diluted 96,814,970 96,138,459 96,539,703 95,997,647 Net income (loss) per share - basic and diluted $ 0.07 $ (0.08) $ (0.08) $ (0.16) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Schedule of changes in restricted stock units | Number of Weighted Balance at December 31, 2020 1,124,762 $ 4.21 Granted 1,461,450 2.01 Vested (654,068) 3.00 Forfeited (1,606) 4.67 Balance at September 30, 2021 1,930,538 $ 2.95 |
Schedule of assumptions using Black-scholes option-pricing model | Assumptions Weighted average expected stock volatility (range) % 25.94 - 30.90 Expected dividend yield % 0.00 Expected term (years) 6.25 Risk-free interest rate (range) % 0.82 - 2.26 Exercise price (range) $ 4.51 - 10.83 Weighted-average grant date fair value $ 1.42 |
Stock appreciation right awards | Number of Units Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding SARs at December 31, 2020 - $ - - Granted 1,551,631 1.79 9.41 Outstanding SARs at September 30, 2021 1,551,631 $ 1.79 9.41 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Segments | |
Schedule of Segment Reporting Information | The table below presents information about reported segments for the three and nine months ended September 30 (except for asset information for 2020 that is presented as of December 31): 2021 Hospitality & Facilities Services - South Hospitality & Facilities Services - Midwest Government TCPL Keystone All Other Total For the Nine Months Ended September 30, 2021 Revenue $ 84,350 $ 2,593 $ 109,255 $ 12,283 $ 1,166 (a) $ 209,647 Adjusted gross profit $ 38,219 $ (854) $ 66,649 $ 9,140 $ (374) $ 112,780 Total Assets $ 213,870 $ 44,580 $ 81,796 $ 3,072 $ 2,284 $ 345,602 For the Three Months Ended September 30, 2021 Revenue $ 31,066 $ 1,266 $ 46,428 $ 9,880 $ 529 $ 89,169 Adjusted gross profit $ 13,945 $ (56) $ 25,823 $ 8,329 $ (139) $ 47,902 2020 Hospitality & Facilities Services - South Hospitality & Facilities Services - Midwest Government TCPL Keystone All Other Total For the Nine Months Ended September 30, 2020 Revenue $ 89,163 $ 5,705 $ 49,527 $ 28,126 $ 1,018 (a) $ 173,539 Adjusted gross profit $ 42,257 $ 323 $ 37,701 $ 4,419 $ (481) $ 84,219 Total Assets (as of December 31, 2020) $ 277,839 $ 51,782 $ 27,149 $ 3,543 $ 3,231 $ 363,544 For the Three Months Ended September 30, 2020 Revenue $ 18,968 $ 1,154 $ 16,264 $ 11,598 $ 279 $ 48,263 Adjusted gross profit $ 8,606 $ 87 $ 13,213 $ 2,027 $ (220) $ 23,713 (a) Revenues are attributable to three operating segments of the Company and are reported in the “All Other” category previously described. |
Schedule of reconciliation of total segment adjusted gross profit | For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 (Restated) (Restated) Total reportable segment adjusted gross profit $ 48,041 $ 23,933 $ 113,154 $ 84,700 Other adjusted gross profit (139) (220) (374) (481) Depreciation and amortization (18,302) (16,336) (52,742) (49,713) Selling, general, and administrative expenses (12,827) (8,508) (35,835) (28,599) Other expense (income), net (91) 183 (781) 752 Interest expense, net (9,465) (9,913) (29,058) (30,113) Change in fair value of warrant liabilities 1,120 267 (1,600) 2,453 Consolidated income (loss) before income taxes $ 8,337 $ (10,594) $ (7,236) $ (21,001) |
Schedule of reconciliation of total segment assets to total combined assets | September 30, 2021 December 31, 2020 Total reportable segment assets $ 343,318 $ 360,313 Other assets 2,284 3,231 Other unallocated amounts 184,354 170,693 Total Assets $ 529,956 $ 534,237 |
Schedule of unallocated assets consist of the following as reported in the combined balance sheets | September 30, 2021 December 31, 2020 Total current assets $ 69,779 $ 43,562 Other intangible assets, net 92,153 103,121 Deferred tax asset 15,984 15,179 Deferred financing costs revolver, net 2,477 3,422 Other non-current assets 3,961 5,409 Total other unallocated amounts of assets $ 184,354 $ 170,693 |
Organization and Nature of Op_3
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Net loss | $ 6,675 | $ (912) | $ (13,138) | $ (7,603) | $ (13,667) | $ 5,454 | $ (7,375) | $ (15,814) | ||
Retroactive application of recapitalization | ||||||||||
Net loss | $ 300 | $ 2,500 | ||||||||
Algeco and Arrow | ||||||||||
Purchase price | $ 1,311,000 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||
TDR Capital | Target Hospitality | ||||||||||
Ownership interest in an affiliate | 64.00% | 64.00% | ||||||||
Signor | Bidco | ||||||||||
Ownership percentage | 100.00% | 100.00% |
Organization and Nature of Op_4
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Maximum | |
Contract for accommodation services under take-or-pay contracts term | 3 years |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | Jul. 27, 2021 | Jul. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Disaggregation of Revenue [Line Items] | ||||||
Revenue, Topic 606 | $ 67,070 | $ 35,436 | $ 155,100 | $ 131,160 | ||
Services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, Topic 606 | 57,221 | 24,331 | 143,806 | 103,526 | ||
Specialty rental | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue Not from Contract with Customer | $ 22,099 | $ 12,827 | $ 54,547 | $ 42,379 | ||
Termination And Settlement Agreement [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Gain (Loss) on Contract Termination | $ 5,000 | $ 4,900 |
Revenue - Disaggregation Revenu
Revenue - Disaggregation Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Number of Reportable Segments | segment | 4 | |||
Total Revenue | $ 67,070 | $ 35,436 | $ 155,100 | $ 131,160 |
Hospitality And Facilities Services South [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 28,732 | 16,236 | 77,729 | 77,863 |
Hospitality And Facilities Services Midwest [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 1,266 | 1,154 | 2,593 | 5,705 |
Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 26,663 | 6,169 | 61,329 | 18,448 |
TCPL Keystone | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 9,880 | 11,598 | 12,283 | 28,127 |
All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 529 | 279 | 1,166 | 1,017 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 57,221 | 24,331 | 143,806 | 103,526 |
Services | Hospitality And Facilities Services South [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 28,732 | 16,236 | 77,729 | 77,863 |
Services | Hospitality And Facilities Services Midwest [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 1,266 | 1,154 | 2,593 | 5,705 |
Services | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 26,663 | 6,169 | 61,329 | 18,448 |
Services | TCPL Keystone | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 31 | 493 | 989 | 493 |
Services | All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 529 | 279 | 1,166 | 1,017 |
Construction fee | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 9,849 | 11,105 | 11,294 | 27,634 |
Construction fee | TCPL Keystone | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 9,849 | $ 11,105 | $ 11,294 | $ 27,634 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Change in Contract with Customer, Liability [Abstract] | ||
Balances at Beginning of Year | $ 18,371 | $ 26,199 |
Additions to deferred revenue | 125,592 | 7,866 |
Revenue recognized | (76,120) | (14,956) |
Balances at End of Year | $ 67,843 | $ 19,109 |
Revenue - Revenue Expected to b
Revenue - Revenue Expected to be Recognized (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized | $ 151,711 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 33,059 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 48,519 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 18,699 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 18,748 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 18,699 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized | $ 13,987 |
Specialty Rental Assets, Net (D
Specialty Rental Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Less: accumulated depreciation | $ (282,437) | $ (282,437) | $ (241,716) | ||
Specialty rental assets, net | 294,372 | 294,372 | 311,487 | ||
Depreciation | 14,294 | $ 11,995 | 40,642 | $ 37,158 | |
Specialty rental assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Specialty rental assets, gross | 571,965 | 571,965 | 547,375 | ||
Depreciation | 14,300 | $ 12,000 | 40,600 | $ 37,200 | |
Construction-in-process | |||||
Property, Plant and Equipment [Line Items] | |||||
Specialty rental assets, gross | $ 4,844 | $ 4,844 | $ 5,828 |
Other Property, Plant and Equ_3
Other Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | $ 14,403 | $ 14,403 | $ 14,102 | ||
Less: accumulated depreciation | (4,211) | (4,211) | (3,083) | ||
Property, Plant and Equipment, Other, Net, Total | 10,192 | 10,192 | 11,019 | ||
Depreciation on Other PPE | 4,008 | $ 4,341 | 12,100 | $ 12,555 | |
Land | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 9,163 | 9,163 | 9,163 | ||
Buildings and leasehold improvements | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 185 | 185 | 115 | ||
Machinery and office equipment | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 1,217 | 1,217 | 1,072 | ||
Software and other | |||||
Other property, plant and equipment | |||||
Other property, plant and equipment, gross | 3,838 | 3,838 | $ 3,752 | ||
Property, Plant and Equipment Other Types | |||||
Other property, plant and equipment | |||||
Depreciation on Other PPE | $ 400 | $ 700 | $ 1,100 | $ 1,500 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, net - Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Intangible assets subject to amortization | |||||
Gross Carrying Amount | $ 128,907 | $ 128,907 | $ 128,907 | ||
Accumulated Amortization | (53,154) | (53,154) | (42,186) | ||
Net Book Value | 75,753 | 75,753 | 86,721 | ||
Total intangible assets other than goodwill | |||||
Gross Carrying Amount | 145,307 | 145,307 | 145,307 | ||
Net Book Value | 92,153 | 92,153 | 103,121 | ||
Aggregate amortization expense of intangible assets | 3,600 | $ 3,700 | 10,968 | $ 11,077 | |
Tradenames | |||||
Indefinite lived assets: | |||||
Net Book Value | 16,400 | ||||
Total intangible assets other than goodwill | |||||
Gross Carrying Amount | 16,400 | 16,400 | $ 16,400 | ||
Net Book Value | 16,400 | $ 16,400 | |||
Customer relationships | |||||
Intangible assets subject to amortization | |||||
Weighted average remaining lives | 5 years 9 months 18 days | 6 years 4 months 24 days | |||
Gross Carrying Amount | 128,907 | $ 128,907 | $ 128,907 | ||
Accumulated Amortization | (53,154) | (53,154) | (42,186) | ||
Net Book Value | $ 75,753 | $ 75,753 | $ 86,721 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Estimated aggregate amortization expense: | ||
Rest of 2021 | $ 3,687 | |
2022 | 13,302 | |
2023 | 12,881 | |
2024 | 12,881 | |
2025 | 12,881 | |
Thereafter | 20,121 | |
Total | $ 75,753 | $ 86,721 |
Other Non-Current Assets (Narra
Other Non-Current Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Amortization of Intangible Assets | $ 3,600 | $ 3,700 | $ 10,968 | $ 11,077 |
Computer Software, Intangible Asset [Member] | ||||
Amortization of Intangible Assets | $ 600 | $ 500 | $ 1,600 | $ 1,200 |
Computer Software, Intangible Asset [Member] | Maximum | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||
Computer Software, Intangible Asset [Member] | Minimum | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years |
Other Non-Current Assets (Other
Other Non-Current Assets (Other non-current assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Non-Current Assets | ||
Cloud computing implementation costs | $ 7,198 | $ 7,094 |
Less: accumulated amortization | (3,303) | (1,685) |
Other non-current assets | $ 3,895 | $ 5,409 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities | ||
Employee accrued compensation expense | $ 9,767 | $ 6,177 |
Other accrued liabilities | 9,976 | 8,873 |
Accrued interest on debt | 1,472 | 9,649 |
Total accrued liabilities | $ 21,215 | $ 24,699 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt | ||||||
Aggregate principal amount | $ 340,000 | $ 340,000 | ||||
Unamortized Original Issue Discount | 1,847 | 1,847 | $ 2,319 | |||
Unamortized Deferred Financing Costs | 8,908 | 8,908 | $ 11,182 | |||
Amortization | 162 | $ 145 | $ 472 | $ 408 | ||
Minimum | ||||||
Debt | ||||||
Period for prior written notice to trustee for redemption | 20 days | |||||
Senior Secured Notes 2024 | ||||||
Debt | ||||||
Aggregate principal amount | $ 340,000 | |||||
Interest rate (as a percent) | 9.50% | 9.50% | ||||
Unamortized Original Issue Discount | $ 3,300 | $ 1,800 | $ 1,800 | |||
Senior Secured Notes 2024 | Minimum | ||||||
Debt | ||||||
Period for prior written notice to holders for redemption | 15 days | |||||
Senior Secured Notes 2024 | Maximum | ||||||
Debt | ||||||
Period for prior written notice to holders for redemption | 60 days | |||||
2021 | Senior Secured Notes 2024 | ||||||
Debt | ||||||
Redemption price | 104.75% | |||||
2022 | Senior Secured Notes 2024 | ||||||
Debt | ||||||
Redemption price | 102.375% | |||||
2023 and thereafter | Senior Secured Notes 2024 | ||||||
Debt | ||||||
Redemption price | 100.00% |
Debt - Capital Lease and Other
Debt - Capital Lease and Other Financing Obligations (Details) $ in Millions | 9 Months Ended | |||
Sep. 30, 2021USD ($)installment | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Capital leases | $ 0.1 | $ 0.9 | ||
Other financing arrangement | $ 3.3 | |||
Interest rate (as a percent) | 3.84% | |||
Number of monthly installments | installment | 9 | |||
Debt instrument, periodic payment | $ 0.4 | |||
Equipment | ||||
Lessee, Lease, Description [Line Items] | ||||
Interest rate (as a percent) | 4.30% | |||
Commercial-use vehicles | ||||
Lessee, Lease, Description [Line Items] | ||||
Other financing obligations | $ 2.9 |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Sep. 30, 2021 | Sep. 30, 2020 |
ABL Facility | |||
Proceeds from line of credit | $ 28,000 | $ 42,500 | |
New ABL Facility | |||
ABL Facility | |||
Borrowing capacity | $ 125,000 | ||
Proceeds from line of credit | $ 40,000 | ||
Borrowing base, line cap (as a percent) | 12.50% | ||
Applicable margin - one step-down (as a percent) | 0.25% | ||
Applicable margin - one step-up (as a percent) | 0.25% | ||
Percentage of net book value of borrowers' eligible accounts receivables | 85.00% | ||
Percentage of net book value of borrowers' eligible rental equipment | 95.00% | ||
Percentage of net orderly liquidation value of borrowers' eligible rental equipment | 85.00% | ||
Options to increase commitments | $ 75,000 | ||
Percentage of voting equity interests in non-US restricted subsidiary pledge | 65.00% | ||
Minimum fixed charge coverage ratio | 100.00% | ||
Maximum total net leverage ratio | 400.00% | ||
Borrowing base | $ 15,625 | ||
Line cap (as a percent) | 12.50% | ||
New ABL Facility | Libor | |||
ABL Facility | |||
Variable rate (as a percent) | 2.50% | ||
New ABL Facility | Base rate | |||
ABL Facility | |||
Variable rate (as a percent) | 1.50% | ||
Standby letters of credit | |||
ABL Facility | |||
Borrowing capacity | $ 15,000 | ||
Swingline | |||
ABL Facility | |||
Borrowing capacity | $ 15,000 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 15, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Carrying value of debt outstanding | |||
Capital lease and other financing obligations | $ 100 | $ 900 | |
Long-term debt, net | 340,148 | ||
Principal amount | 340,000 | 340,000 | |
Less: unamortized original issue discount | (1,847) | (2,319) | |
Less: unamortized term loan deferred financing costs | (8,908) | (11,182) | |
Total debt, net | 329,393 | 378,339 | |
Less: current maturities | (148) | (3,571) | |
Total long-term debt | 329,245 | 374,768 | |
New ABL Facility | |||
Carrying value of debt outstanding | |||
Long-term debt, net | 48,000 | ||
Capital lease and other financing obligations | |||
Carrying value of debt outstanding | |||
Capital lease and other financing obligations | 148 | 3,840 | |
Senior Secured Notes 2024 | |||
Carrying value of debt outstanding | |||
Principal amount | 340,000 | $ 340,000 | |
Less: unamortized original issue discount | $ (3,300) | $ (1,800) | |
Interest rate (as a percent) | 9.50% | 9.50% |
Debt - Components of interest e
Debt - Components of interest expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Interest incurred on capital lease and other financing obligations | $ 5 | $ 30 | $ 51 | $ 98 |
Interest expense incurred on ABL facilities and Notes | 8,201 | 8,722 | 25,315 | 26,693 |
Amortization of deferred financing costs | 3,220 | 2,914 | ||
Amortization of original issue discount | 162 | 145 | 472 | 408 |
Interest expense, net | 9,465 | 9,913 | 29,058 | 30,113 |
New ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs | $ 1,097 | $ 1,016 | $ 3,220 | $ 2,914 |
Debt - Interest Expense and Def
Debt - Interest Expense and Deferred Financing Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt | |||||
Interest incurred and expensed on debt | $ 8,201 | $ 8,722 | $ 25,315 | $ 26,693 | |
Debt issuance costs | 8,908 | 8,908 | $ 11,182 | ||
Amortization of deferred financing costs | 3,220 | $ 2,914 | |||
Senior Secured Notes 2024 | |||||
Debt | |||||
Accumulated amortization of deferred financing costs | 7,000 | 7,000 | 4,700 | ||
Accumulated amortization of debt issuance costs | 1,500 | 1,500 | 1,000 | ||
New ABL Facility | Algeco ABL facility | |||||
Debt | |||||
Accumulated amortization related to revolver deferred financing costs | $ 3,200 | $ 3,200 | $ 2,400 |
Debt - Future Maturities (Detai
Debt - Future Maturities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Future maturities of long term debt | |
Rest of 2021 | $ 69 |
2022 | 79 |
2024 | 340,000 |
Long-term debt, net | $ 340,148 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 17, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Warrants to issue shares of common stock | 5,333,334 | 10,833,316 | 10,833,316 | |||
Aggregate purchase price per warrant | $ 1.50 | |||||
Aggregate purchase price | $ 8,000 | |||||
Number of stock issued for each warrant | 1 | |||||
Share price | $ 11.50 | |||||
Warrant exercisable term | 30 days | |||||
Fair Value Adjustment of Warrants | $ (1,120) | $ (267) | $ 1,600 | $ (2,453) | ||
Expiration year | 5 years | 5 years | ||||
Private Warrants [Member] | ||||||
Warrants to issue shares of common stock | 5,333,334 | 5,333,334 | 5,333,334 | 5,333,334 | ||
Fair Value Adjustment of Warrants | $ (1,100) | $ (300) | $ 1,600 | $ (2,500) | ||
Private Placement Warrants [Member] | ||||||
Warrants to issue shares of common stock | 5,333,334 | 5,333,334 | 5,333,334 |
Warrant Liabilities - Estimated
Warrant Liabilities - Estimated fair value Private Warrants (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Warranty Liability Non Current | $ 2,133 | $ 533 |
Private Warrants [Member] | ||
Warranty Liability Non Current | $ 2,133 | $ 533 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes | ||||
Income tax expense (benefit) | $ 1,662 | $ (2,991) | $ 139 | $ (5,187) |
Effective tax rate | 19.90% | 28.20% | (1.90%) | 24.70% |
Effective Income Tax Rate | 21.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | |
Carrying amounts and fair values of financial assets and liabilities | ||||||
Transfers of financials assets form level 1 to level 2 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Transfers of financials assets form level 2 to level 1 | 0 | 0 | 0 | 0 | ||
Transfers of financials assets in and out of level 3 | 0 | 0 | 0 | |||
Transfers of financials liabilities form level 1 to level 2 | 0 | 0 | 0 | 0 | ||
Transfers of financials liabilities form level 2 to level 1 | 0 | 0 | 0 | 0 | ||
Transfers of financials liabilities in and out of level 3 | 0 | $ 0 | 0 | |||
Private Placement Warrants [Member] | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | 3,253 | $ 1,173 | $ 533 | 533 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (1,120) | 2,080 | 640 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 2,133 | $ 3,253 | $ 1,173 | $ 2,133 | $ 533 | |
Level 3 | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrant Liabilities Fair Value Per Share | $ / shares | $ 0.40 | $ 0.40 | $ 0.10 | |||
Level 3 | Measurement Input, Exercise Price [Member] | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 11.50 | 11.50 | 11.50 | |||
Level 3 | Measurement Input, Share Price [Member] | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 3.73 | 3.73 | 1.58 | |||
Level 3 | Measurement Input, Expected Dividend Rate [Member] | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 | |||
Level 3 | Measurement Input, Expected Term [Member] | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | 2.46 | 2.46 | 3.20 | |||
Level 3 | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.39 | 0.39 | 0.19 | |||
Level 3 | Measurement Input, Price Volatility [Member] | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Warrants and Rights Outstanding, Measurement Input | 64 | 64 | 68 | |||
Carrying amount | New ABL Facility | Level 2 | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Debt Instrument, Fair Value Disclosure, | $ (48,000) | |||||
Fair value | New ABL Facility | Level 2 | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Debt Instrument, Fair Value Disclosure, | (48,000) | |||||
Senior Secured Notes 2024 | Carrying amount | Level 1 | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Debt Instrument, Fair Value Disclosure, | $ (329,245) | $ (329,245) | (326,499) | |||
Senior Secured Notes 2024 | Fair value | Level 1 | ||||||
Carrying amounts and fair values of financial assets and liabilities | ||||||
Debt Instrument, Fair Value Disclosure, | $ (347,480) | $ (347,480) | $ (300,900) |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related parties | |||||
Secured Debt | $ 329,245 | $ 329,245 | $ 326,499 | ||
Debt issuance costs | 8,908 | 8,908 | 11,182 | ||
Accrued | 300 | 300 | $ 300 | ||
Selling, general, and administrative expenses | |||||
Related parties | |||||
Commission | $ 200 | $ 200 | $ 600 | $ 800 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator | ||||||||
Net loss | $ 6,675 | $ (912) | $ (13,138) | $ (7,603) | $ (13,667) | $ 5,454 | $ (7,375) | $ (15,814) |
Weighted average number shares outstanding - basic and diluted | 96,814,970 | 96,138,459 | 96,539,703 | 95,997,647 | ||||
Net income (loss) per share - basic and diluted | $ 0.07 | $ (0.08) | $ (0.08) | $ (0.16) | ||||
Founder Shares | ||||||||
Numerator | ||||||||
Shares issued to the Sellers | 8,050,000 | |||||||
Founder Shares | ||||||||
Numerator | ||||||||
Excluded from computation of loss per share | 5,015,898 | |||||||
Warrant | ||||||||
Numerator | ||||||||
Excluded from computation of loss per share | 16,166,650 | 16,166,650 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jan. 17, 2018 | Sep. 30, 2021 | Dec. 31, 2020 |
Common Stock | |||
Common stock shares issued | 106,252,064 | 105,585,682 | |
Common stock, Number of share outstanding | 101,837,297 | 101,170,915 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common shares placed into escrow | 5,015,898 | ||
Preferred Shares | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Warrants | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Number of stock issued for each warrant | 1 | ||
Share price | $ 11.50 | ||
Warrant exercisable term | 30 days | ||
Warrants to issue shares of common stock | 5,333,334 | 10,833,316 | |
Public Offering | |||
Warrants | |||
Number of units sold | 32,500,000 | ||
Price per unit | $ 10 | ||
Number of warrants per unit | 0.33 | ||
Number of fractional shares issued upon exercise of warrants | 0 | ||
Number of stock issued for each warrant | 1 | ||
Share price | $ 11.50 | ||
Warrant exercisable term | 30 days | ||
Over allotment | |||
Warrants | |||
Number of units sold | 2,500,000 | ||
Common Stock [Member] | Public Offering | |||
Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Warrants | |||
Number of shares per unit | 1 | ||
Common stock, par value (in dollars per share) | $ 0.0001 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | May 18, 2021 | Feb. 25, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 15, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for issuance | 4,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Executive Stock Appreciation Rights Award Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Period After Termination Of Employment Or Service To Exercise Pro Rata Vesting | 2 years | ||||
Share Based Compensation Arrangement By Share Based Payment Award Threshold Service Period For Pro Rata Vesting | 12 months | ||||
Executive Restricted Stock Unit Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Threshold Service Period For Pro Rata Vesting | 12 months | ||||
Share-based Payment Arrangement, Tranche One [Member] | Executive Stock Appreciation Rights Award Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||
Share-based Payment Arrangement, Tranche One [Member] | Executive Restricted Stock Unit Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||
Share-based Payment Arrangement, Tranche Two [Member] | Executive Stock Appreciation Rights Award Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||
Share-based Payment Arrangement, Tranche Two [Member] | Executive Restricted Stock Unit Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||
Time-based restricted stock unit | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Right to buy number of shares upon vesting | 1 | ||||
Options | |||||
Outstanding Options at beginning of period (in shares) | 1,124,762 | ||||
Granted (in shares) | 1,461,450 | ||||
Vested and released (in shares) | (654,068) | ||||
Forfeited (in shares) | (1,606) | ||||
Outstanding Options at end of period (in shares) | 1,930,538 | ||||
Weighted Average Grant Date Fair Value per Share | |||||
Outstanding Options at beginning of period (in shares) | $ 4.21 | ||||
Granted (in dollars per share) | 2.01 | ||||
Vested and released (in dollars per share) | 3 | ||||
Forfeited (in dollars per share) | 4.67 | ||||
Outstanding Options at end of period (in dollars per share) | $ 2.95 | ||||
Time-based restricted stock unit | Non-executive Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 326,926 | ||||
Time-based restricted stock unit | Executive Officers and Other Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,134,524 | ||||
Time-based stock option awards | |||||
Options | |||||
Forfeited (in shares) | 0 | ||||
Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,551,631 | ||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 3,600 | ||||
Deferred Compensation Share-based Arrangements, Liability, Current | $ 900 | ||||
Estimated Fair Value Per Share | $ 2.92 | ||||
Options | |||||
Forfeited (in shares) | 0 | ||||
Outstanding Options at end of period (in shares) | 1,551,631 | ||||
Weighted Average Grant Date Fair Value per Share | |||||
Outstanding Options at end of period (in dollars per share) | $ 0.78 | ||||
Liability Based Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liability recognized | $ 600 | ||||
Options | |||||
Granted (in shares) | 582,096 | ||||
Weighted Average Grant Date Fair Value per Share | |||||
Granted (in dollars per share) | $ 3.73 | ||||
Liability Based Restricted Stock Units [Member] | Accrued Liabilities [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liability recognized | $ 400 | ||||
Liability Based Restricted Stock Units [Member] | Other Noncurrent Liabilities [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liability recognized | $ 200 |
Stock-Based Compensation - Chan
Stock-Based Compensation - Changes in stock options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Time-based stock option awards | ||
Intrinsic Value | ||
Exercisable Options at end of period | $ 546,272 | |
Stock Appreciation Rights (SARs) [Member] | ||
Number of shares | ||
Granted (in shares) | 1,551,631 | |
Outstanding Options at end of period (in shares) | 1,551,631 | |
Weighted Average Exercise Price per Share | ||
Granted (in dollars per share) | $ 1.79 | |
Outstanding Options at end of period (in dollars per share) | $ 1.79 | |
Weighted Average Contractual Life (Years) | ||
Outstanding Options (in years) | 9 years 4 months 28 days | 0 years |
Granted (in years) | 9 years 4 months 28 days | |
Outstanding Options at end of period (in years) | 9 years 4 months 28 days | 0 years |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Time-based stock option awards | |
Assumptions: | |
Expected dividend yield | 0.00% |
Expected term (years) | 6 years 3 months |
Risk-free interest rate - maximum | 2.26% |
Weighted-average grant date fair value | $ 1.42 |
Stock Appreciation Rights (SARs) [Member] | |
Assumptions: | |
Weighted average expected stock volatility | 43.50% |
Expected dividend yield | 0.00% |
Expected term (years) | 6 years 3 months |
Risk-free interest rate (range) | 1.07% |
Minimum | Time-based stock option awards | |
Assumptions: | |
Risk-free interest rate - minimum | 0.82% |
Exercise price (range) | $ 4.51 |
Maximum | Time-based stock option awards | |
Assumptions: | |
Exercise price (range) | $ 10.83 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Time-based restricted stock unit | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based Compensation Expense | $ 800 | $ 700 | $ 2,100 | $ 2,300 |
Associated tax benefit from stock-based compensation expense | 500 | 600 | ||
Unrecognized compensation expense | 5,000 | $ 5,000 | ||
Period for unrecognized compensation expense expected to be recognized | 2 years | |||
Time-based stock option awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based Compensation Expense | 200 | 200 | $ 600 | 500 |
Associated tax benefit from stock-based compensation expense | 100 | $ 100 | 100 | $ 100 |
Unrecognized compensation expense | 1,600 | $ 1,600 | ||
Period for unrecognized compensation expense expected to be recognized | 2 years 1 month 9 days | |||
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based Compensation Expense | $ 400 | $ 900 | ||
Period for unrecognized compensation expense expected to be recognized | 2 years 4 months 28 days |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Plans | ||||
Minimum percentage of annual eligible compensation by the participants | 1.00% | |||
Maximum percentage of annual eligible compensation by the participants | 90.00% | |||
Percentage of contribution matched | 6.00% | |||
Percentage of contribution, matched 100% by employer | 3.00% | |||
Employer match of employee contributions of first 3% of contributions | 100.00% | |||
Percentage of contribution, matched 50% by employer | 3.00% | |||
Employer match of employee contributions of next 3% of contributions | 50.00% | |||
Vesting percentage | 20.00% | |||
Vesting period | 5 years | |||
Contribution expenses | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.6 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($)segment | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($)segment | Dec. 31, 2020USD ($) | |
Business segments | |||||
Number of reportable segments | segment | 4 | ||||
Number of Operating Segments | segment | 3 | 3 | 3 | 3 | |
Revenue | $ 89,169 | $ 48,263 | $ 209,647 | $ 173,539 | |
Adjusted gross profit | 48,041 | 23,933 | 113,154 | 84,700 | |
Total Assets | 529,956 | 529,956 | $ 534,237 | ||
Operating Segments | |||||
Business segments | |||||
Revenue | 89,169 | 48,263 | 209,647 | 173,539 | |
Adjusted gross profit | 47,902 | 23,713 | 112,780 | 84,219 | |
Total Assets | 345,602 | 345,602 | 363,544 | ||
Permian Basin | Operating Segments | |||||
Business segments | |||||
Revenue | 31,066 | 18,968 | 84,350 | 89,163 | |
Adjusted gross profit | 13,945 | 8,606 | 38,219 | 42,257 | |
Total Assets | 213,870 | 213,870 | 277,839 | ||
Bakken Basin | Operating Segments | |||||
Business segments | |||||
Revenue | 1,266 | 1,154 | 2,593 | 5,705 | |
Adjusted gross profit | (56) | 87 | (854) | 323 | |
Total Assets | 44,580 | 44,580 | 51,782 | ||
Government | Operating Segments | |||||
Business segments | |||||
Revenue | 46,428 | 16,264 | 109,255 | 49,527 | |
Adjusted gross profit | 25,823 | 13,213 | 66,649 | 37,701 | |
Total Assets | 81,796 | 81,796 | 27,149 | ||
TCPL Keystone | Operating Segments | |||||
Business segments | |||||
Revenue | 9,880 | 11,598 | 12,283 | 28,126 | |
Adjusted gross profit | 8,329 | 2,027 | 9,140 | 4,419 | |
Total Assets | 3,072 | 3,072 | 3,543 | ||
All Other | |||||
Business segments | |||||
Total Assets | 2,284 | 2,284 | 3,231 | ||
All Other | Operating Segments | |||||
Business segments | |||||
Revenue | 529 | 279 | 1,166 | 1,018 | |
Adjusted gross profit | (139) | $ (220) | (374) | $ (481) | |
Total Assets | $ 2,284 | $ 2,284 | $ 3,231 |
Business Segments - Reconciliat
Business Segments - Reconciliation of total segment adjusted gross profit to total combined income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Segments | ||||
Total reportable segment adjusted gross profit | $ 48,041 | $ 23,933 | $ 113,154 | $ 84,700 |
Other adjusted gross profit | (139) | (220) | (374) | (481) |
Depreciation and amortization | (18,302) | (16,336) | (52,742) | (49,713) |
Selling, general and administrative expenses | (12,827) | (8,508) | (35,835) | (28,599) |
Other (income) expense, net | (91) | 183 | (781) | 752 |
Interest expense, net | (9,465) | (9,913) | (29,058) | (30,113) |
Change in fair value of warrant liabilities | (1,120) | (267) | 1,600 | (2,453) |
Income (loss) before income tax | $ 8,337 | $ (10,594) | $ (7,236) | $ (21,001) |
Business Segments - Reconcili_2
Business Segments - Reconciliation of total segment assets to total combined assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 529,956 | $ 534,237 |
Total reportable segment assets | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 343,318 | 360,313 |
All Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 2,284 | 3,231 |
Other unallocated amounts | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 184,354 | $ 170,693 |
Business Segments - Unallocated
Business Segments - Unallocated assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Total current assets | $ 69,779 | $ 43,562 |
Other intangible assets, net | 92,153 | 103,121 |
Deferred tax asset | 15,984 | 15,179 |
Deferred financing costs revolver, net | 2,477 | 3,422 |
Other non-current assets | 3,961 | 5,409 |
Total assets | 529,956 | 534,237 |
Other unallocated amounts | ||
Total current assets | 69,779 | 43,562 |
Other intangible assets, net | 92,153 | 103,121 |
Deferred tax asset | 15,984 | 15,179 |
Deferred financing costs revolver, net | 2,477 | 3,422 |
Other non-current assets | 3,961 | 5,409 |
Total assets | $ 184,354 | $ 170,693 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 01, 2021USD ($) |
Subsequent Events [Member] | Civeo USA, LLC [Member] | |
Subsequent Events | |
Asset acquisition, consideration transferred | $ 6.2 |