[10-Q] Target Hospitality Corp. Quarterly Earnings Report
- None.
- None.
Insights
Sharp revenue collapse turns profit into loss despite debt payoff; liquidity cushion thins to $19 M.
Revenue free-fall: Q2 sales fell 39% year-over-year to $61.6 M; six-month sales off 37%. Government segment plunged 91% in the quarter after the Pecos Children鈥檚 Center exit, and HFS-South slipped 6%. Construction fees from the new Dilley contract partly offset but remain ramp-up-weighted.
Margin reversal: Negative gross profit (-$0.3 M) versus 47% margin last year reflects fixed-cost leverage loss as beds sit idle. SG&A was flat, so operating loss reached $16.9 M versus $29.6 M profit prior year. Diluted EPS swung to -$0.15 from $0.18.
Cash dynamics: Operating cash flow collapsed to $15.0 M from $89.7 M, strained by working-capital outflows and lower earnings. Company spent $181.4 M to retire 10.75% notes, wiping long-term debt but draining cash to $19.2 M and forcing a $24 M ABL draw.
Balance-sheet reset: Total debt down 84% to $28.8 M and leverage covenants ease, yet equity fell 5% as losses and buybacks exceeded paid-in capital.
Forward look tied to DIPC: Management discloses $246 M five-year minimum revenue but initial six-month ramp produces lighter 2025 inflows; unsatisfied fixed commitments total $154 M, highlighting dependence on single federal contract.
Contract concentration and depleted cash elevate execution and liquidity risk.
Customer exposure: Government contracts now drive nearly all committed backlog. The abrupt PCC termination removed a $168 M annual revenue stream; DIPC replaces only ~50% in 2025, leaving utilization risk if ICE volumes lag.
Liquidity watch: Cash burn of $171 M plus $24 M ABL borrowing cuts headroom under the $175 M revolver. Mandatory fixed-charge and leverage covenants, though easier without the notes, still rely on cash flow recovery in H2.
Operational leverage: Specialty rental asset depreciation and fixed service staffing magnify earnings swings. Q2 occupancy shortfall turned 78% gross margin in 2024 into a loss.
Capital allocation: Debt retirement lowers interest by ~ $18 M annualized but at the cost of strategic flexibility. Management paused repurchases but must fund $25 M capex pipeline and potential DIPC scale-up.
Covenant triggers: If EBITDA remains depressed, the 1.0脳 fixed-charge and 2.5脳 leverage ratios under the ABL could compress availability, forcing additional cost cuts or asset sales.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
| | ||
(State or other jurisdiction of | | | (I.R.S. Employer |
incorporation or organization) | | | Identification No.) |
(Address, including zip code, of principal executive offices)
(
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which is registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Large accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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There were
Table of Contents
Target Hospitality Corp.
TABLE OF CONTENTS
FORM 10-Q
June 30, 2025
PART I — FINANCIAL INFORMATION | 5 |
Item 1. Financial Statements | 5 |
Consolidated Balance Sheets | 5 |
Unaudited Consolidated Statements of Comprehensive Income (Loss) | 6 |
Unaudited Consolidated Statements of Changes in Stockholders’ Equity | 7 |
Unaudited Consolidated Statements of Cash Flows | 8 |
Notes to Unaudited Consolidated Financial Statements | 9 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 54 |
Item 4. Controls and Procedures | 54 |
PART II — OTHER INFORMATION | 54 |
Item 1. Legal Proceedings | 54 |
Item 1A. Risk Factors | 55 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 55 |
Item 3. Defaults upon Senior Securities | 55 |
Item 4. Mine Safety Disclosures | 55 |
Item 5. Other Information | 55 |
Item 6. Exhibits | 56 |
SIGNATURES | 57 |
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Table of Contents
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Target Hospitality Corp.
Unaudited Consolidated Financial Statements as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024
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Target Hospitality Corp.
Unaudited Consolidated Financial Statements
Contents
Consolidated Financial Statements | |
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Consolidated Balance Sheets | 5 |
Unaudited Consolidated Statements of Comprehensive Income (Loss) | 6 |
Unaudited Consolidated Statements of Changes in Stockholders’ Equity | 7 |
Unaudited Consolidated Statements of Cash Flows | 8 |
Notes to Unaudited Consolidated Financial Statements | 9 |
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Target Hospitality Corp.
Consolidated Balance Sheets
($ in thousands)
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| | June 30, | | December 31, | ||
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| 2024 | ||
Assets |
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Current assets: |
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Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, less allowance for credit losses of $ | |
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Prepaid expenses and other assets | |
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Total current assets | |
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Specialty rental assets, net | |
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Other property, plant and equipment, net | |
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Operating lease right-of-use assets, net | | | | | | |
Goodwill | |
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Other intangible assets, net | |
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Deferred financing costs revolver, net | |
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Total assets | | $ | | | $ | |
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Liabilities | |
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Current liabilities: | |
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Accounts payable | | $ | | | $ | |
Accrued liabilities | |
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Deferred revenue and customer deposits | |
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Current portion of operating lease obligations | | | | | | |
Current portion of finance lease and other financing obligations (Note 7) | |
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Current portion of long-term debt, net (Note 7) | | | — | | | |
Total current liabilities | |
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Other liabilities: | |
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Revolving credit facility (Note 7) | | | | | | — |
Long-term finance lease and other financing obligations | | | | | | |
Long-term operating lease obligations | | | | | | |
Deferred revenue and customer deposits | |
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Deferred tax liability | | | | | | |
Asset retirement obligations | |
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Total liabilities | |
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Commitments and contingencies (Note 11) | |
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Stockholders' equity: | |
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Common Stock, $ | | | | | | |
Common Stock in treasury at cost, | | | ( | | | ( |
Additional paid-in-capital | |
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Accumulated other comprehensive loss | |
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Accumulated earnings | |
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Total stockholders' equity attributable to Target Hospitality Corp. stockholders | |
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Noncontrolling interest in consolidated subsidiaries | | | ( | | | |
Total stockholders' equity | | | | | | |
Total liabilities and stockholders' equity | | $ | | | $ | |
See accompanying notes to the unaudited consolidated financial statements.
5
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Target Hospitality Corp.
Unaudited Consolidated Statements of Comprehensive Income (Loss)
($ in thousands, except per share amounts)
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| | For the Three Months Ended | | For the Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
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| 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Revenue: |
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Services income | | $ | | | $ | | | $ | | | $ | |
Specialty rental income | |
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Construction fee income | | | | | | — | | | | | | — |
Total revenue | |
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Costs: | |
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Services | |
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Specialty rental | |
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Depreciation of specialty rental assets | |
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Gross profit | |
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Selling, general and administrative | |
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Other depreciation and amortization | |
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Other expense (income), net | |
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Operating income (loss) | |
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Loss on extinguishment of debt | | | — | | | — | | | | | | — |
Interest expense, net | |
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Change in fair value of warrant liabilities | | | — | | | — | | | — | | | ( |
Income (loss) before income tax | |
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Income tax expense (benefit) | |
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Net income (loss) | |
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Less: Net income attributable to the noncontrolling interest | | | | | | — | | | | | | — |
Net income (loss) attributable to Target Hospitality Corp. common stockholders | | | ( | | | | | | ( | | | |
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Other comprehensive income (loss) | |
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Foreign currency translation | |
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Comprehensive income (loss) | | $ | ( | | $ | | | $ | ( | | $ | |
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Weighted average number shares outstanding - basic | |
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Weighted average number shares outstanding - diluted | | | | | | | | | | | | |
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Net income (loss) per share attributable to Target Hospitality Corp. common stockholders - basic | | $ | ( | | $ | | | $ | ( | | $ | |
Net income (loss) per share attributable to Target Hospitality Corp. common stockholders - diluted | | $ | ( | | $ | | | $ | ( | | $ | |
See accompanying notes to the unaudited consolidated financial statements.
6
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Target Hospitality Corp.
Unaudited Consolidated Statements of Changes in Stockholders’ Equity
For the three and six months ended June 30, 2025 and 2024
($ in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Additional | | Accumulated | | | | | Total Target Hospitality Corp. | | | | | | ||||
| | Common Stock | | Common Stock in Treasury | | Paid In | | Other | | Accumulated | | Stockholders' | | Noncontrolling | | Total | ||||||||||||
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| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Comprehensive Loss |
| Earnings |
| Equity |
| Interest |
| Equity | ||||||||
Balances at December 31, 2023 | | | | $ | | | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | — | | $ | |
Net income | | — | | | — | | — | | | — | | | — | | | — | | | | | | | | | — | | | |
Stock-based compensation, net | | | | | — | | — | | | — | | | | | | — | | | — | | | | | | — | | | |
Tax withholdings related to net share settlement of equity awards | | — | | | — | | — | | | — | | | ( | | | — | | | — | | | ( | | | — | | | ( |
Cumulative translation adjustment | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( | | | — | | | ( |
Issuance of Common Stock from exercise of warrants | | | | | — | | — | | | — | | | | | | — | | | — | | | | | | — | | | |
Issuance of Common Stock from exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | | | | — | | | |
Repurchase of Common Stock as part of share repurchase program | | ( | | | — | | | | | ( | | | — | | | — | | | — | | | ( | | | — | | | ( |
Balances at March 31, 2024 | | | | $ | | | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | — | | | — | | — | | | — | | | — | | | — | | | | | | | | | — | | | |
Stock-based compensation, net | | | | | — | | — | | | — | | | | | | — | | | — | | | | | | — | | | |
Cumulative translation adjustment | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( | | | — | | | ( |
Issuance of Common Stock from exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | | | | — | | | |
Repurchase of Common Stock as part of share repurchase program | | — | | | — | | — | | | | | | — | | | — | | | — | | | | | | — | | | |
Balances at June 30, 2024 | | | | $ | | | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at December 31, 2024 | | | | $ | | | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | |
Net loss | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( | | | | | | ( |
Stock-based compensation, net | | | | | — | | — | | | — | | | | | | — | | | — | | | | | | — | | | |
Tax withholdings related to net share settlement of equity awards | | — | | | — | | — | | | — | | | ( | | | — | | | — | | | ( | | | — | | | ( |
Cumulative translation adjustment | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | ( | | | — | | | ( |
Distributions | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Balances at March 31. 2025 | | | | $ | | | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
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Net loss | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( | | | | | | ( |
Stock-based compensation, net | | | | | — | | — | | | — | | | | | | — | | | — | | | | | | — | | | |
Tax withholdings related to net share settlement of equity awards | | — | | | — | | — | | | — | | | ( | | | — | | | — | | | ( | | | — | | | ( |
Cumulative translation adjustment | | — | | | — | | — | | | — | | | — | | | | | | — | | | | | | — | | | |
Distributions | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Balances at June 30, 2025 | | | | $ | | | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
See accompanying notes to the unaudited consolidated financial statements.
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Target Hospitality Corp.
Unaudited Consolidated Statements of Cash Flows
($ in thousands)
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| | For the Six Months Ended | ||||
| | June 30, | ||||
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| 2025 |
| 2024 | ||
Cash flows from operating activities: |
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Net income (loss) | | $ | ( | | $ | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |
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Depreciation | |
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Amortization of intangible assets | |
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Noncash operating lease expense | | | | | | |
Accretion of asset retirement obligation | |
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Amortization of deferred financing costs | |
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Amortization of original issue discount | | | | | | |
Change in fair value of warrant liabilities | | | — | | | ( |
Loss on extinguishment of debt | | | | | | — |
Stock-based compensation expense | | | | | | |
Loss on disposal of specialty rental assets and other property, plant and equipment | | | | | | |
Deferred income taxes | |
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Provision for credit losses on receivables, net of recoveries | | | | | | |
Changes in operating assets and liabilities | |
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Accounts receivable | |
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Prepaid expenses and other assets | |
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Accounts payable and other accrued liabilities | |
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Deferred revenue and customer deposits | |
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Operating lease obligation | | | ( | | | ( |
Other non-current assets and liabilities | |
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Net cash provided by operating activities | |
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Cash flows from investing activities: | |
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Purchase of specialty rental assets | |
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Purchase of property, plant, and equipment | |
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Proceeds from sale of specialty rental assets and other property, plant and equipment | | | — | | | |
Net cash used in investing activities | |
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Cash flows from financing activities: | |
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Principal payments on finance and finance lease obligations | |
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Principal payments on borrowings from ABL Facility | | | ( | | | — |
Repayment of 2025 Senior Secured Notes | | | ( | | | — |
Repurchase of Common Stock | | | — | | | ( |
Proceeds from borrowings on ABL Facility | | | | | | — |
Distributions paid to noncontrolling interest | | | ( | | | — |
Proceeds from issuance of Common Stock from exercise of warrants | | | — | | | |
Proceeds from issuance of Common Stock from exercise of options | | | — | | | |
Payment of debt extinguishment premium costs | | | ( | | | — |
Taxes paid related to net share settlement of equity awards | | | ( | | | ( |
Net cash used in financing activities | |
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Effect of exchange rate changes on cash and cash equivalents | | | | | | ( |
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Net increase (decrease) in cash and cash equivalents | |
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Cash and cash equivalents - beginning of period | |
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Cash and cash equivalents - end of period | | $ | | | $ | |
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Supplemental Cash Flow Information: | | | | | | |
Decrease in accrued distributions to noncontrolling interest | | $ | | | $ | — |
Decrease in accrued capital expenditures | | $ | | | $ | — |
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Non-cash investing and financing activity: | | | | | | |
Non-cash change in accrued capital expenditures | | $ | — | | $ | ( |
Non-cash change in accrued excise tax on repurchase of Common Stock | | $ | — | | $ | ( |
Non-cash change in finance lease terminations | | $ | | | $ | — |
Non-cash change in finance lease obligations | | $ | ( | | $ | ( |
Non-cash change in accrued proceeds from the issuance of Common Stock from the exercise of options | | $ | — | | $ | |
Non-cash change in accrual of tax withholdings for net share settlement of equity awards | | $ | ( | | $ | — |
See accompanying notes to the unaudited consolidated financial statements.
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Target Hospitality Corp.
Notes to Unaudited Consolidated Financial Statements
(Amounts in Thousands, Unless Stated Otherwise)
1. Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies
Organization and Nature of Operations
Target Hospitality Corp. (“Target Hospitality” and, together with its subsidiaries, the “Company”) was formed on March 15, 2019 and is one of North America’s largest providers of vertically integrated specialty rental and value-added hospitality services. The Company provides vertically integrated specialty rental and comprehensive hospitality services including: catering and food services, maintenance, housekeeping, grounds-keeping, security, health and recreation services, community design and construction, overall workforce community management, and laundry service. Target Hospitality serves clients in the natural resources development and government sectors principally located in the West Texas, South Texas, New Mexico, Nevada and Midwest regions.
The Company, whose securities are listed on the Nasdaq Capital Market, together with its wholly owned subsidiaries, Topaz Holdings LLC, a Delaware limited liability company (“Topaz”), and Arrow Bidco, LLC, a Delaware limited liability company (“Arrow Bidco”), serve as the holding companies for the businesses of Target Logistics Management, LLC and its subsidiaries (“Target” or “TLM”) and RL Signor Holdings, LLC (“Signor”). TDR Capital LLP (“TDR Capital” or “TDR”) indirectly owns approximately
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) has been condensed or omitted pursuant to those rules and regulations. The financial statements included in this report should be read in conjunction with Target Hospitality’s Annual Report on the Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2025 or any future period.
The accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial position as of June 30, 2025, and results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024. The consolidated balance sheet as of December 31, 2024, was derived from the audited consolidated balance sheet of the Company, but does not contain all of the footnote disclosures from those annual financial statements.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying unaudited consolidated financial statements.
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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 or if the subsidiary is a variable interest entity (“VIE”) where the Company has been determined to be the primary beneficiary. For controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated.
Revenue Recognition
The Company derives revenue from specialty rental and hospitality services, specifically lodging and related ancillary services. Revenue is recognized in the period in which lodging and services are provided pursuant to the terms of contractual relationships with the customers. Certain arrangements contain a lease of lodging facilities to customers. The leases are accounted for as operating leases under the authoritative guidance for leases (“ASC 842”) and are recognized as income is earned over the term of the lease agreement.
Upon lease commencement, the Company evaluates leases to determine if they meet criteria set forth in lease accounting guidance for classification as sales-type leases or direct financing leases; if a lease meets none of these criteria, the Company classifies the lease as an operating lease. As previously mentioned, the arrangements that contain a lease of the Company’s lodging facilities are accounted for as operating leases, whereby the underlying asset remains on our balance sheet and is depreciated consistently with other owned assets, with income recognized as it is earned over the term of the lease agreement. For contracts that contain both a lease component and a services or non-lease component, the Company has adopted an accounting policy to account for and present the lease component under ASC 842 and the non-lease component under the authoritative guidance for revenue recognition (“ASC 606” or “Topic 606”). Refer to Note 2 for the breakout of revenue under each standard. The Company recognizes minimum rents on operating leases over the term of the customer operating lease. A lease term commences when: (1) the customer has control of the leased space (legal right to use the property); and (2) the Company has delivered the premises to the customer as required under the terms of the lease. The term of a lease includes the noncancellable periods of the lease along with periods covered by: (1) a customer option to extend the lease if the customer is reasonably certain to exercise that option; (2) a customer option to terminate the lease if the customer is reasonably certain not to exercise that option; and (3) an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the Company as the lessor. When assessing the expected lease end date, judgment is required to contemplate the significance of: any penalties a customer may incur should it choose not to exercise any existing options to extend the lease or exercise any existing options to terminate the lease; and economic incentives for the customer in the lease. Furthermore, when assessing the expected end date of a contract under ASC 606 with an extension option, judgment is required to determine whether the option contains a material right.
Because performance obligations related to specialty rental and hospitality services are satisfied over time, the majority of our revenue is recognized evenly over the contractual term of the arrangement, based on a contractual fixed minimum amount and defined period of performance. Certain contracts may contain a contractual fixed minimum amount and an initial ramp up period based on bed utilization, which may result in lower revenue recognition during the ramp up period of the contract term. Some of our revenue is recognized on a daily basis, for each night a customer stays, at a contractual day rate. Our customers typically contract for accommodation services under committed contracts with terms that most often range from several months to multiple years. Our payment terms vary by type and location of our customer and the service offered. The time between invoicing and when payment is due is not significant.
When lodging and services are billed and collected in advance, recognition of revenue is deferred until services are rendered.
Cost of services includes labor, food, utilities, supplies, leasing and other direct costs associated with operating the lodging units as well as repair and maintenance expenses and construction costs associated with community construction services projects. Cost of rental includes leasing costs, utilities, and other direct costs of maintaining the lodging units. Costs
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associated with contracts include sales commissions which are expensed as incurred and reflected in selling, general and administrative expenses in the consolidated statements of comprehensive income (loss).
Additionally, the Company collects sales, use, occupancy and similar taxes, which the Company presents on a net basis (excluded from revenues) in the consolidated statements of comprehensive income (loss).
The Company recognizes revenue associated with community construction using the percentage of completion method with progress towards completion measured using the cost-to-cost method as the basis to recognize revenue. Management believes this cost-to-cost method is the most appropriate measure of progress to the satisfaction of a performance obligation on the community construction. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents.
Revenues associated with community construction using the percentage of completion method are reflected as construction fee income in the consolidated statements of comprehensive income (loss).
Recently Issued Accounting Standards
Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company for the year ending December 31, 2025, and will be applied prospectively. These requirements are not expected to have an impact on the recorded amounts in our financial statements, but will impact our income tax disclosures.
Improvements to Expense Disaggregation Disclosure. In November 2024, the FASB issued ASU 2024-03, which requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. The update requires disaggregated information about certain prescribed expense categories underlying any relevant income statement expense caption. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The ASU 2024-03 may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact of this update and does not intend to early adopt ASU 2024-03.
2. Revenue
Total revenue recognized under ASC 606 was approximately $
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The following table disaggregates our services and construction fee income by our
| | | | | | | | | | | | |
| | For the Three Months Ended | | For the Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
HFS – South | | | | | | | | | | | | |
Services income | | $ | | | $ | | | $ | | | $ | |
Total HFS – South revenues | | | | | | | | | | | | |
| | | | | | | | | | | | |
Government | | | | | | | | | | | | |
Services income | | $ | | | $ | | | $ | | | $ | |
Total Government revenues | | | | | | | | | | | | |
| | | | | | | | | | | | |
WHS | | | | | | | | | | | | |
Services income | | $ | | | $ | — | | $ | | | $ | — |
Construction fee income | | | | | | — | | | | | | — |
Total WHS revenues | | | | | | — | | | | | | — |
| | | | | | | | | | | | |
All Other | | | | | | | | | | | | |
Services income | | $ | | | $ | | | $ | | | $ | |
Total All Other revenues | | | | | | | | | | | | |
| | | | | | | | | | | | |
Total revenues | | $ | | | $ | | | $ | | | $ | |
During the year ended December 31, 2024, the contract with CoreCivic related to our South Texas Family Residential Center (the “STFRC Contract”) in the Company’s Government segment was terminated effective August 9, 2024. The STFRC Contract was based on a fixed minimum lease revenue amount and for the three and six months ended June 30, 2024, contributed approximately $
In February 2025, the Company received notice that the U.S. government terminated the contract relating to the Company’s Pecos Children’s Center (the “PCC Contract”) with the Company’s nonprofit partner (“NP Partner”), effective immediately on February 21, 2025 (“PCC Termination Effective Date”), and the NP Partner provided notice to the Company of their intention to terminate the PCC Contract as of the PCC Termination Effective Date. The Company provided facility and hospitality solutions to the NP Partner under the PCC Contract utilizing the Company’s owned
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modular assets and real property, capable of supporting up to
Allowance for Credit Losses
The Company maintains allowances for credit losses. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. Our estimate could require a change based on changing circumstances, including changes in the economy or in the circumstances of individual customers.
Contract Assets and Liabilities
We do
Contract liabilities primarily consist of deferred revenue that represent advance payments for rental of assets that is being recognized over the related contract period, a security deposit, advanced payments for community builds that was being recognized over the related contract period, and billings in excess of cost. Activity in the deferred revenue accounts as of the dates indicated below was as follows:
| | | | | | |
| | For Six Months Ended | ||||
| | June 30, | ||||
|
| 2025 | | 2024 | ||
Balances at Beginning of the Period | | $ | | | $ | |
Additions to deferred revenue | |
| | |
| — |
Revenue recognized | |
| ( | |
| ( |
Increase in billings in excess of cost | | | | | | — |
Balances at End of the Period | | $ | | | $ | |
As of June 30, 2025, the following table discloses the estimated revenues under ASC 606 related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue, and only represents revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed:
| | | | | | | | | | | | | | | | | | |
| | For the Years Ended December 31, | ||||||||||||||||
|
| 2025 | | 2026 | | 2027 | | 2028 | | 2029 |
| Total | ||||||
Revenue expected to be recognized as of June 30, 2025 | | $ | | $ | | $ | | | | | | | $ | |||||
The Company applied some of the practical expedients in ASC 606, including the “right to invoice” practical expedient, and does not disclose consideration for remaining performance obligations for contracts without minimum revenue commitments or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Due to the application of these practical expedients as well as excluding specialty rental income subject to the guidance included in ASC 842, the table above represents only a portion of the Company’s expected future consolidated revenues and it is not necessarily indicative of the expected trend in total revenues.
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3. Specialty Rental Assets, Net
Specialty rental assets, net at the dates indicated below consisted of the following:
| | | | | | |
|
| June 30, | | December 31, | ||
| | 2025 | | 2024 | ||
Specialty rental assets | | $ | | | $ | |
Construction-in-process | |
| | |
| |
Less: accumulated depreciation | |
| ( | |
| ( |
Specialty rental assets, net | | $ | | | $ | |
Depreciation expense of these assets is presented in depreciation of specialty rental assets in the accompanying consolidated statements of comprehensive income (loss). During the six months ended June 30, 2025, there was a non-cash change in specialty rental assets and related accumulated depreciation due to the effect of exchange rate changes in the amount of approximately $
In January 2025, the Company purchased a group of assets consisting of land, and specialty rental assets (building, modular units, site work, and furniture & fixtures) for approximately $
4. Other Property, Plant and Equipment, Net
Other property, plant and equipment, net at the dates indicated below, consisted of the following:
| | | | | | |
|
| June 30, | | December 31, | ||
| | 2025 |
| 2024 | ||
Land | | $ | | | $ | |
Buildings and leasehold improvements | |
| | |
| |
Machinery and office equipment | |
| | |
| |
Other1 | |
| | |
| |
| |
| | |
| |
Less: accumulated depreciation | |
| ( | |
| ( |
Total other property, plant and equipment, net | | $ | | | $ | |
| (1) | The Other category includes finance lease right-of-use assets pertaining to commercial-use vehicles at a gross cost of approximately $ |
For the six months ended June 30, 2025 and 2024, depreciation expense related to other property, plant and equipment was $
In January 2025, the Company purchased a group of assets consisting of land, and specialty rental assets (building, modular units, site work, and furniture & fixtures) for approximately $
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Company allocated the total purchase price to identifiable tangible assets based on their relative fair values, which resulted in the entire purchase price being allocated to land, and specialty rental assets.
5. Goodwill and Other Intangible Assets, net
The financial statements reflect goodwill from previous acquisitions that is all attributable to the HFS – South business segment and reporting unit.
Changes in the carrying amount of goodwill were as follows:
| | | |
| | | |
|
| HFS - South | |
Balance at January 1, 2024 | | $ | |
Changes in Goodwill | | | — |
Balance at December 31, 2024 | | | |
Changes in Goodwill | | | — |
Balance at June 30, 2025 | | $ | |
Intangible assets other than goodwill at the dates indicated below consisted of the following:
| | | | | | | | | | | |
| | June 30, 2025 | |||||||||
| | Weighted | | Gross | | | | | | ||
| | average | | Carrying | | Accumulated | | Net Book | |||
|
| remaining lives |
| Amount |
| Amortization |
| Value | |||
Intangible assets subject to amortization |
|
|
| |
|
| |
|
| |
|
Customer relationships |
| | $ | | | $ | ( | | $ | | |
Non-compete agreement | | | | | | | ( | | | | |
Total | | | | | | | | ( | | | |
Indefinite lived assets: |
|
| |
|
| |
|
| |
|
|
Tradenames |
|
| |
| | |
| — | |
| |
Total intangible assets other than goodwill |
|
| | $ | | | $ | ( | | $ | |
| | | | | | | | | | | |
| | December 31, 2024 | |||||||||
| | Weighted | | Gross | | | | | | ||
| | average | | Carrying | | Accumulated | | Net Book | |||
|
| remaining lives |
| Amount |
| Amortization |
| Value | |||
Intangible assets subject to amortization | | | | | | | | | | | |
Customer relationships |
|
| $ | |
| $ | ( |
| $ | | |
Non-compete agreement | | | | | | | ( | | | | |
Total | | | | | | | | ( | | | |
Indefinite lived assets: |
|
| |
|
| |
|
| |
|
|
Tradenames |
|
| |
| | |
| — | |
| |
Total intangible assets other than goodwill |
|
| | $ | | | $ | ( | | $ | |
For the six months ended June 30, 2025 and 2024, amortization expense related to intangible assets was $
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The estimated aggregate amortization expense as of June 30, 2025 for each of the next five years and thereafter is as follows:
| | | |
Rest of 2025 |
| $ | |
2026 | | | |
2027 | | | |
2028 | | | |
2029 | | | |
Thereafter | | | |
Total | | $ | |
6. Accrued Liabilities
Accrued liabilities as of the dates indicated below consists of the following:
| | | | | | |
|
| June 30, | | December 31, | ||
| | 2025 |
| 2024 | ||
Employee accrued compensation expense | | $ | | | $ | |
Other accrued liabilities | |
| | |
| |
Accrued interest on debt | | | | | | |
Total accrued liabilities | | $ | | | $ | |
Other accrued liabilities in the above table relates primarily to accrued utilities, real estate and sales taxes, state and federal income taxes, and other accrued operating expenses.
7. Debt
2025 Senior Secured Notes
On November 1, 2023 (the “Notes Settlement Date”), approximately $
In connection with the issuance of the 2025 Senior Secured Notes, there was an original issue discount of approximately $
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as a component of loss on extinguishment of debt for the six months ended June 30, 2025 in the accompanying consolidated statement of comprehensive loss in connection with the Redemption of the 2025 Senior Secured Notes.
Finance Lease and Other Financing Obligations
The Company’s finance lease and other financing obligations as of June 30, 2025 consisted of approximately $
The Company’s finance lease and other financing obligations as of December 31, 2024 consisted of approximately $
ABL Facility
On March 15, 2019, Topaz, Arrow Bidco, Target, Signor and each of their domestic subsidiaries entered into an ABL credit agreement that provided for a senior secured asset based revolving credit facility in the aggregate principal amount of up to $
Borrowings under the ABL Facility, at the relevant borrower’s (the borrowers under the ABL Facility, the “Borrowers”) option, bear interest at either (1) Term SOFR or (2) a base rate, in each case plus an applicable margin. The applicable margin is
Pursuant to the Third Amendment, the ABL Facility provides borrowing availability of an amount equal to the lesser of (a) $
The Borrowing Base is, at any time of determination, an amount (net of reserves) equal to the sum of:
| ● |
| ● | the lesser of (i) |
| ● | customary reserves |
The ABL Facility includes borrowing capacity available for standby letters of credit of up to $
In addition, the ABL Facility will provide the Borrowers with the option to increase commitments under the ABL Facility in an aggregate amount not to exceed $
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Senior Secured Notes remain outstanding as they were redeemed and paid in full on March 25, 2025, and as such, the springing maturity date discussed above no longer applies.
The obligations under the ABL Facility are unconditionally guaranteed by Topaz and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized restricted subsidiary of Arrow Bidco (together with Topaz, the “ABL Guarantors”), other than certain excluded subsidiaries. The ABL Facility is secured by (i) a first priority pledge of the equity interests of Topaz, Arrow Bidco, Target, and Signor (the “Borrowers) and of each direct, wholly-owned US organized restricted subsidiary of any Borrower or any ABL Guarantor, (ii) a first priority pledge of up to
As stated in the Third Amendment, the ABL Facility requires the Borrowers to maintain a (i) minimum fixed charge coverage ratio of not less than
The ABL Facility also contains a number of customary negative covenants. Such covenants, among other things, limit or restrict the ability of each of the Borrowers, their restricted subsidiaries, and where applicable, Topaz, to:
| ● | incur additional indebtedness, issue disqualified stock and make guarantees; |
| ● | incur liens on assets; |
| ● | engage in mergers or consolidations or fundamental changes; |
| ● | sell assets; |
| ● | pay dividends and distributions or repurchase capital stock; |
| ● | make investments, loans and advances, including acquisitions; |
| ● | amend organizational documents and master lease documents; |
| ● | enter into certain agreements that would restrict the ability to pay dividends; |
| ● | repay certain junior indebtedness; and |
| ● | change the conduct of its business. |
The aforementioned restrictions are subject to certain exceptions including (i) the ability to incur additional indebtedness, liens, investments, dividends and distributions, and prepayments of junior indebtedness subject, in each case, to compliance with certain financial metrics and certain other conditions and (ii) a number of other traditional exceptions that grant the Borrowers continued flexibility to operate and develop their businesses. The ABL Facility also contains certain customary representations and warranties, affirmative covenants and events of default.
The carrying value of debt outstanding as of the dates indicated below consist of the following:
| | | | | | |
|
| June 30, | | December 31, | ||
| | 2025 |
| 2024 | ||
Finance lease and other financing obligations | | $ | | | $ | |
ABL Facility | | | | | | — |
|
| — | |
| | |
Less: unamortized original issue discount | | | — | | | ( |
Less: unamortized term loan deferred financing costs | | | — | | | ( |
Total debt, net | |
| | |
| |
Less: current maturities | |
| ( | |
| ( |
Total long-term debt | | $ | | | $ | |
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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, including the components of interest expense, net on the 2025 Senior Secured Notes:
| | | | | | | | | | | | |
| For the Three Months Ended | | | For the Six Months Ended | ||||||||
| June 30, | | June 30, | | | June 30, | | June 30, | ||||
| 2025 |
| 2024 | | | 2025 |
| 2024 | ||||
Interest incurred on finance lease and other financing obligations | $ | | | $ | | | | $ | | | $ | |
Interest expense incurred on ABL Facility and 2025 Senior Secured Notes | | | | | | | | | | | | |
Amortization of deferred financing costs on ABL Facility and 2025 Senior Secured Notes | | | | | | | | | | | | |
Amortization of original issue discount on 2025 Senior Secured Notes |
| — | | | | | |
| | | | |
Interest income | | ( | | | ( | | | | ( | | | ( |
Interest expense, net | $ | | | $ | | | | $ | | | $ | |
Deferred Financing Costs and Original Issue Discount
The Company presents unamortized deferred financing costs and unamortized original issue discount as a direct deduction from the principal amount of the 2025 Senior Secured Notes on the consolidated balance sheet as of December 31, 2024. Accumulated amortization expense related to the deferred financing costs was approximately $
Accumulated amortization related to revolver deferred financing costs for the ABL Facility was approximately $
Refer to the components of interest expense in the table above for the amounts of the amortization expense related to the deferred financing costs and original issue discount recognized for each of these debt instruments for the three and six months ended June 30, 2025 and 2024, respectively.
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Future maturities
The aggregate annual principal maturities of debt and finance lease obligations for each of the next five years, based on contractual terms are listed in the table below.
The schedule of future maturities as of June 30, 2025, consists of the following:
| | | |
Rest of 2025 |
| $ | |
2026 | |
| |
2027 | |
| |
2028 | |
| |
Total | | $ | |
8. 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
The Company evaluated the Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity and should be classified as liabilities. Since the Private Warrants met 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 statements of comprehensive income (loss). For the six months ended June 30, 2024, the change in the estimated fair value of the Private Warrants resulted in a gain of approximately $(
9. Income Taxes
Income tax expense (benefit) was approximately $(
The effective tax rates for the three and six months ended June 30, 2025 and 2024, respectively, differs from the US federal statutory rate of
The Company accounts for income taxes in interim periods under ASC 740-270, Income Taxes – Interim Reporting, which generally requires us to apply an estimated annual consolidated effective tax rate to consolidated pre-tax income. In
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addition, the guidance under ASC 740 further provides that, in establishing the estimated annual effective tax rate, the Company excludes losses from jurisdictions in which no tax benefit is expected to be recognized for such losses.
On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to limitations on deductions for interest expense and accelerated tax deductions for qualified property. The Company is still in the process of evaluating the impact of the OBBB to our consolidated financial statements, but we do not expect any material income tax rate impact at this time.
10. Fair Value of Financial Instruments
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, other current liabilities, and other debt approximates their carrying amounts largely due to the short-term maturities or recent commencement of these instruments. The fair value of the ABL Facility is primarily based upon observable market data, such as market interest rates, for similar debt. The fair value of the Notes is based upon observable market data.
Level 1 & 2 Disclosures:
The carrying amounts and fair values of financial assets and liabilities, which are either Level 1 or Level 2, are as follows:
| | | | | | | | | | | | |
|
| June 30, 2025 |
| December 31, 2024 | ||||||||
Financial Assets (Liabilities) Not Measured at Fair Value |
| Carrying |
| | Fair Value |
| Carrying |
| Fair Value | |||
ABL Facility (See Note 7) - Level 2 | | $ | ( | | $ | ( | | $ | — |
| $ | — |
Senior Secured Notes (See Note 7) - Level 1 | | $ | — | | $ | — | | $ | ( | | $ | ( |
11. 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.
12. Earnings (Loss) per Share
Basic earnings (loss) per share (“EPS” or “LPS”) is calculated by dividing net income or loss attributable to Target Hospitality by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed similarly to basic net income per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. We apply the treasury stock method in the calculation of diluted earnings per share. During periods when net losses are incurred, potential dilutive securities would be anti-dilutive and are excluded from the calculation of diluted loss per share for that period. A net loss was recorded for the three and six months ended June 30, 2025 and net income was recorded for the three and six months ended June 30, 2024.
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| | | | | | | | | | | | |
| For the Three Months Ended | | For the Six Months Ended | | ||||||||
| June 30, | | June 30, | | June 30, | | June 30, | | ||||
| 2025 | | 2024 | | 2025 |
| 2024 |
| ||||
Numerator | | | | | | | | | | | | |
Net income (loss) attributable to Target Hospitality Corp. Common Stockholders - basic | $ | ( | | $ | | | $ | ( | | $ | | |
Net income (loss) attributable to Target Hospitality Corp. Common Stockholders - diluted | $ | ( | | $ | | | $ | ( | | $ | | |
| | | | | | | | | | | | |
Denominator | | | | | | | | | | | | |
Weighted average shares outstanding - basic | | | | | | | | | | | | |
Dilutive effect of outstanding securities: | | | | | | | | | | | | |
PSUs | | — | | | | | | — | | | | |
SARs | | — | | | | | | — | | | | |
Stock Options | | — | | | | | | — | | | | |
RSUs | | — | | | | | | — | | | | |
Weighted average shares outstanding - diluted | | | | | | | | | | | | |
| | | | | | | | | | | | |
Net income (loss) per share attributable to Target Hospitality Corp. Common Stockholders- basic | $ | ( | | $ | | | $ | ( | | $ | | |
Net income (loss) per share attributable to Target Hospitality Corp. Common Stockholders - diluted | $ | ( | | $ | | | $ | ( | | $ | | |
As discussed in Note 14, stock-based compensation awards were outstanding for the three and six months ended June 30, 2025 and 2024. These stock-based compensation awards were included in the computation of diluted EPS for the three and six months ended June 30, 2024 because their effect is dilutive as noted in the above table. These stock-based compensation awards were excluded from the computation of diluted LPS for the three and six months ended June 30, 2025 because their effect would have been anti-dilutive as a net loss was recorded for the three and six months ended June 30, 2025.
Shares of treasury stock have been excluded from the computation of LPS and EPS.
13. Stockholders’ Equity
Common Stock
As of June 30, 2025 and December 31, 2024, Target Hospitality had
Preferred Shares
Target Hospitality is authorized to issue
Public Warrants
On January 17, 2018, PEAC sold
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Each Public Warrant entitled the holder to purchase
During the three months ended March 31, 2024, holders of Public Warrants exercised
Common Stock in Treasury
In August 2022, the Inflation Reduction Act of 2022 was enacted into law and imposed a nondeductible
On November 3, 2022, the Company’s Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $
The Company may repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and is conducted subject to the covenants in the agreements governing the Company's indebtedness.
14. Stock-Based Compensation
On February 27, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company adopted (i) a new form Executive Restricted Stock Unit Agreement (the “RSU Agreement”) and a new form Executive Performance Stock Unit Agreement (the “PSU Agreement”) with respect to the granting of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), respectively, under the Target Hospitality Corp. 2019 Incentive Plan (as amended by the First Amendment to the Target Hospitality Corp. 2019 Incentive Award Plan, the “Plan”) and (ii) an amendment to the Plan (the “Plan Amendment”) that would increase the number of shares of the Company’s Common Stock authorized for issuance under the Plan, each of which were approved by the Board on February 27, 2025. Settlement upon vesting of the awards in the form of Common Stock was contingent on stockholder approval of the Plan Amendment at the Company’s 2025 annual meeting of stockholders, otherwise such awards would have settled in cash upon vesting. As noted below, the Plan Amendment was approved by the Company’s stockholders on May 22, 2025. The new RSU Agreement and PSU Agreements will be used for all awards to executive officers made on or after February 27, 2025.
The RSU Agreement has material terms that are substantially similar to those in the form 2024 Executive Restricted Stock Unit Agreement last approved by the Compensation Committee and previously disclosed by the Company in the 2024 Form 10-K.
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Each PSU awarded under the PSU Agreement represents the right to receive
On May 22, 2025, the Company’s stockholders approved the Plan Amendment to increase the number of shares of Common Stock of the Company authorized for issuance under the Plan by
Restricted Stock Units
On February 27, 2025, the Compensation Committee awarded an aggregate of
On May 22, 2025, the Compensation Committee awarded an aggregate of
The table below represents the changes in RSUs:
| | | | | | |
|
| | Number of |
| | Weighted |
Balance at December 31, 2024 | | | |
| $ | |
Granted | | |
| | | |
Vested | | | ( | | | |
Balance at June 30, 2025 | | | | | $ | |
Stock-based compensation expense for these RSUs recognized in selling, general and administrative expense in the consolidated statements of comprehensive income (loss) for the six months ended June 30, 2025 and 2024, was approximately $
Performance Stock Units
On February 27, 2025, the Company awarded an aggregate of
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On February 27, 2025, the Compensation Committee, and the Board, in the case of James B. Archer, the Company’s President and Chief Executive Officer, approved agreements granting PSUs aimed at retaining, motivating and incentivizing certain of the Company’s executive officers under and pursuant to the Plan. Settlement upon vesting of the awards in the form of Common Stock was contingent on stockholder approval of the Plan Amendment at the Company’s 2025 annual meeting of stockholders, otherwise such awards will settle in cash upon vesting. As noted above, the Plan Amendment was approved by the Company’s stockholders on May 22, 2025. Each PSU represents the right to receive
The table below represents the changes in PSUs:
| | | | | | | |
| | | Number of |
| | Weighted | |
Balance at December 31, 2024 | | | | | $ | | |
Granted | | | | | | | |
Incremental PSUs vested in period1 | | | | | | | |
Forfeited | | | ( | | | | |
Vested | | | ( | | | | |
Balance at June 30, 2025 | | | | | $ | | |
| (1) | Associated with awards that vested during the period at |
Stock-based compensation expense for these PSUs recognized in selling, general and administrative expense in the consolidated statements of comprehensive income (loss) for the six months ended June 30, 2025 and 2024, was approximately $
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Stock Option Awards
During the six months ended June 30, 2025, there were changes in stock options as shown in the following table.
| | | | | | | | | | | |
|
| | Options |
| | Weighted Average |
| Weighted Average |
| | Intrinsic Value ($ in thousands) |
Outstanding Options at December 31, 2024 | | | | | $ | | | | $ | | |
Vested and expired | | | ( | | | | | — | | | — |
Outstanding Options at June 30, 2025 | | | | | $ | | | | $ | |
| | | | | | | | | | | |
As of June 30, 2025
Stock-based compensation expense for these stock option awards recognized in selling, general and administrative expense in the consolidated statements of comprehensive income (loss) for the six months ended June 30, 2025 and 2024, was $
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) | % | |
Expected dividend yield | % | |
Expected term (years) | | |
Risk-free interest rate (range) | % | |
Exercise price (range) | $ |
The volatility assumption used in the Black-Scholes option-pricing model was based on peer group volatility as the Company did not have a sufficient trading history as a stand-alone public company to calculate volatility at the time of estimating the fair value of each option at the grant date. Additionally, due to an insufficient history with respect to stock option activity and post vesting cancellations, the expected term assumption is based on the simplified method permitted under SEC rules, whereby, the simple average of the vesting period for each tranche of award and its contractual term is aggregated to arrive at a weighted average expected term for the award. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a dividend on its shares of Common Stock.
Stock-based payments are subject to service based vesting requirements and expense was recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur.
Stock Appreciation Right Awards
During the six months ended June 30, 2024, as approved by the Compensation Committee,
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There were
15. Retirement plans
We offer a defined contribution 401(k) retirement plan to substantially all of our U.S. employees. Participants may contribute from
16. Business Segments
The Company has
The Company is organized primarily on the basis of geographic region and customer industry group and operates in
Our remaining operating segments have been consolidated and included in an “All Other” category.
The following is a brief description of our reportable segments and a description of business activities conducted by All Other.
HFS – South — Segment operations consist primarily of specialty rental and vertically integrated hospitality services revenue from customers in the natural resources and development industry located primarily in Texas and New Mexico.
Government — Segment operations consist primarily of specialty rental and vertically integrated hospitality services revenue from customers with Government contracts located in Texas.
WHS — Segment operations consist primarily of revenue from the construction phase of the contract with Lithium Nevada, LLC (“Lithium Nevada”), supporting a North American critical mineral supply chain.
All Other — Segment operations consist of revenue from specialty rental and vertically integrated hospitality services revenue from customers primarily in the natural resources and development industry located outside of the HFS – South segment.
The Company evaluates performance of their segments and allocates resources to them based on revenue and adjusted gross profit. Adjusted gross profit and Adjusted costs of sales for the CODM’s analysis includes the services and specialty rental costs in the financial statements and excludes depreciation, loss on impairment, and certain severance costs.
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The table below presents information about reported segments for the dates indicated below:
2025
| | | | | | | | | | | | | | | |
| | HFS - South | | Government | | WHS | | All Other |
| Total | |||||
For the Six Months Ended June 30, 2025 |
| | |
| | | | | | | | | | | |
Revenue | | $ | | | $ | | | $ | | | $ | | (a) | $ | |
Less: Adjusted Cost of Sales (b) | | | | | | | | | | | | | | | |
Labor costs | | $ | | | $ | | | $ | | | $ | | | $ | |
Outside services | | | | | | | | | | | | — | | | |
Community operating costs | | | | | | | | | | | | | | | |
Costs of construction | | | | | | — | | | | | | — | | | |
Repairs and maintenance | | | | | | | | | | | | | | | |
Other costs | | | | | | | | | | | | | | | |
Adjusted gross profit | | $ | | $ | | $ | | | $ | | | $ | |||
Depreciation of specialty rental assets | | $ | | | $ | | | $ | | | $ | | | $ | |
Capital expenditures (c) | | $ | | | $ | | | $ | | | $ | | | | |
Total Assets | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | |
For the Three Months Ended June 30, 2025 | | | | | | | | | | | | | | | |
Revenue | | $ | | | $ | | | $ | | | $ | | (a) | $ | |
Less: Adjusted Cost of Sales (b) | | | | | | | | | | | | | | | |
Labor costs | | | | | | | | | | | | | | | |
Outside services | | | | | | | | | | | | — | | | |
Community operating costs | | | | | | | | | | | | | | | |
Costs of construction | | | | | | — | | | | | | — | | | |
Repairs and maintenance | | | | | | | | | | | | | | | |
Other costs | | | | | | | | | | | | | | | |
Adjusted gross profit | | $ | | $ | ( | | $ | | | $ | | | $ | ||
Depreciation of specialty rental assets | | $ | | | $ | | | $ | | | $ | | | $ | |
Capital expenditures (c) | | $ | | | $ | | | $ | | | $ | | | | |
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2024
| | | | | | | | | | | | | | | |
| | HFS - South | | Government | | WHS | | All Other |
| Total | |||||
For the Six Months Ended June 30, 2024 | | | | | | | | | | | | | | | |
Revenue | | $ | | | $ | | | $ | — | | $ | | (a) | $ | |
Less: Adjusted Cost of Sales (b) | | | | | | | | | | | | | | | |
Labor costs | | $ | | | $ | | | $ | — | | $ | | | $ | |
Outside services | | | | | | | | | — | | | | | | |
Community operating costs | | | | | | | | | — | | | | | | |
Repairs and maintenance | | | | | | | | | — | | | | | | |
Other costs | | | | | | | | | — | | | | | | |
Adjusted gross profit | | $ | | $ | | $ | — | | $ | ( | | $ | |||
Depreciation of specialty rental assets | | $ | | | $ | | | $ | — | | $ | | | $ | |
Capital expenditures (c) | | $ | | | $ | | | $ | — | | $ | | | | |
Total Assets (as of December 31, 2024) | | $ | | | $ | | | $ | — | | $ | | | $ | |
| | | | | | | | | | | | | | | |
For the Three Months Ended June 30, 2024 | | | | | | | | | | | | | | | |
Revenue | | $ | | | $ | | | $ | — | | $ | | (a) | $ | |
Less: Adjusted Cost of Sales (b) | | | | | | | | | | | | | | | |
Labor costs | | | | | | | | | — | | | | | | |
Outside services | | | | | | | | | — | | | — | | | |
Community operating costs | | | | | | | | | — | | | | | | |
Repairs and maintenance | | | | | | | | | — | | | | | | |
Other costs | | | | | | | | | — | | | | | | |
Adjusted Gross Profit | | $ | | $ | | $ | — | | $ | ( | | $ | |||
Depreciation of specialty rental assets | | $ | | | $ | | | $ | — | | $ | | | $ | |
Capital expenditures (c) | | $ | | | $ | | | $ | — | | $ | | | | |
| (a) | Revenues from segments below the quantitative thresholds are reported in the “All Other” category previously described. |
| (b) | The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are |
| (c) | The primary difference between capital expenditures allocated to segments included in the tables above and total capital expenditures for the Company is the amount of expenditures incurred for corporate unallocated amounts, which is not included in segment information. Such unallocated corporate capital expenditure amounts for the six months ended June 30, 2025 and 2024 were approximately $ |
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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 Six Months Ended | ||||||||
| | June 30, 2025 |
| June 30, 2024 | | June 30, 2025 |
| June 30, 2024 | ||||
| | | | | | | | | | | | |
Total reportable segment adjusted gross profit | | $ | | | $ | | | $ | | | $ | |
Other adjusted gross profit | |
| | |
| ( | |
| | |
| ( |
Depreciation and amortization | |
| ( | |
| ( | |
| ( | |
| ( |
Selling, general, and administrative expenses | |
| ( | |
| ( | |
| ( | |
| ( |
Other income (expense), net | |
| | |
| | |
| ( | |
| |
Loss on extinguishment of debt | | | — | | | — | | | ( | | | — |
Interest expense, net | |
| ( | |
| ( | |
| ( | |
| ( |
Change in fair value of warrant liabilities | | | — | | | — | | | — | | | |
Consolidated income (loss) before income taxes | | $ | ( | | $ | | | $ | ( | | $ | |
A reconciliation of total segment assets to total consolidated assets as of the dates indicated below, is as follows:
| | | | | | |
|
| June 30, 2025 | | December 31, 2024 | ||
Total reportable segment assets | | $ | | | $ | |
Other assets | |
| | |
| |
Other unallocated amounts | |
| | |
| |
Total Assets | | $ | | | $ | |
Other unallocated assets consist of the following as reported in the consolidated balance sheets of the Company as of the dates indicated below:
| | | | | | |
|
| June 30, 2025 |
| December 31, 2024 | ||
Total current assets | | $ | | | $ | |
Other intangible assets, net | |
| | |
| |
Operating lease right-of-use assets, net | | | | | | |
Deferred financing costs revolver, net | |
| | |
| |
Total other unallocated amounts of assets | | $ | | | $ | |
17. Subsequent Events
On August 1, 2025, the Company entered into an agreement with its previous non-profit partner related to the close-out and settlement of the PCC Contract. The agreement provides the Company with reimbursement for certain costs incurred following the termination of the PCC Contract and will result in a payment to the Company of approximately $
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Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the business. Specifically, forward-looking statements may include statements relating to:
| ● | operational, economic, including inflation, political and regulatory risks; |
| ● | our ability to effectively compete in the specialty rental accommodations and hospitality services industry, including growing the HFS, WHS and Government segments; |
| ● | effective management of our communities; |
| ● | natural disasters and other business disruptions including outbreaks of epidemic or pandemic disease; |
| ● | the duration of any future public health crisis, related economic repercussions and the resulting negative impact to global economic demand; |
| ● | the effect of changes in state building codes on marketing our buildings; |
| ● | changes in demand within a number of key industry end-markets and geographic regions; |
| ● | changes in end-user demand requirements that could lead to cancellation of contracts for convenience in the Government segment; |
| ● | our reliance on third party manufacturers and suppliers; |
| ● | failure to retain key personnel; |
| ● | increases in raw material and labor costs; |
| ● | the effect of impairment charges on our operating results; |
| ● | our future operating results fluctuating, failing to match performance or to meet expectations; |
| ● | our exposure to various possible claims and the potential inadequacy of our insurance; |
| ● | unanticipated changes in our tax obligations; |
| ● | our obligations under various laws and regulations; |
| ● | the effect of litigation, judgments, orders, regulatory or customer bankruptcy proceedings on our business; |
| ● | our ability to successfully acquire and integrate new operations; |
| ● | global or local economic and political movements, including any changes in policy under the Trump administration or any future administration; |
| ● | federal government budgeting and appropriations; |
| ● | our ability to effectively manage our credit risk and collect on our accounts receivable; |
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| ● | our ability to fulfill our public company obligations; |
| ● | any failure of our management information systems; and |
| ● | our ability to meet our debt service requirements and obligations. |
These forward-looking statements are based on information available as of the date of this Form 10-Q and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
TARGET HOSPITALITY CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of Target Hospitality Corp. and is intended to help the reader understand Target Hospitality Corp., our operations and our present business environment. This discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q.
Executive Summary
Target Hospitality Corp. is one of North America’s largest providers of vertically integrated specialty rental and value-added hospitality services including: catering and food services, maintenance, housekeeping, grounds-keeping, security, health and recreation facilities, community design and construction, overall workforce community management, concierge services and laundry service. As of June 30, 2025, our network included 27 communities, to better serve our customers across the US and Canada. We also operate 2 communities not owned or leased by the Company.
Economic Update
In February 2025, the Company entered into a multi-year construction and services agreement (“Workforce Housing Contract”) to provide construction of workforce housing, comprehensive facility services, and premium hospitality solutions to Lithium Nevada in support of Lithium Nevada’s development of Thacker Pass (“Thacker Pass Project” or the “Project”) and a North American critical minerals supply chain. The all-inclusive workforce housing community, located in Winnemucca, Nevada (“Workforce Hub”) is near Thacker Pass, the world’s largest known measured lithium resource. The Thacker Pass Project is expected to play a major role in the domestic production of lithium batteries. Lithium Nevada has commenced site preparation, and the Company is actively engaged in the construction of the Workforce Hub, which will be capable of supporting a population of approximately 2,000 individuals. The Workforce Housing Contract has an initial term through 2027 with first occupancy anticipated by late-2025 and completion of the Workforce Hub by the end of 2025. The Company will construct and provide full turnkey support for the Workforce Hub, including premium culinary offerings, facilities management, and comprehensive support services. The Workforce Housing Contract, which consists of construction and services revenue, is expected to generate approximately $153.5 million of revenue over its initial term, with approximately $89.5 million of committed minimum revenue. The Company anticipates that revenue realized in 2025 on the Workforce Housing Contract will be largely comprised of construction fee income recognized using the percentage of completion method with progress towards completion measured using the cost-to-cost method as the basis to recognize revenue. This contract activity is reported within the newly formed WHS segment.
In February 2025, the Company received notice that the U.S. government terminated the PCC Contract with the Company’s NP Partner, effective immediately on February 21, 2025, and the NP Partner provided notice to the Company of their intention to terminate the PCC Contract as of the PCC Termination Effective Date. The Company provided facility and hospitality solutions to the NP Partner under the PCC Contract utilizing the Company’s owned modular assets and real property, capable of supporting up to 6,000 individuals. The PCC Contract included a minimum annual revenue contribution of approximately $168 million, all of which was attributable to the Government reportable segment. The PCC Contract generated total revenue of approximately $24.1 million and $98.0 million for the six months ended June 30, 2025 and 2024, respectively. The Company retains ownership of the related assets that were associated with the PCC Contract, enabling the Company to continue utilizing these modular solutions and real property to support customer demand across its operating segments and other potential growth opportunities. The Company is actively engaged in re-marketing these assets.
During the year ended December 31, 2024, the STFRC Contract in the Company’s Government segment was terminated effective August 9, 2024. The STFRC Contract was based on a fixed minimum lease revenue amount and for the three and six months ended June 30, 2024, contributed approximately $15.5 million and $29.5 million, respectively, in total consolidated revenue. The assets associated with the STFRC Contract were reactivated under the DIPC Contract effective
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March 5, 2025, which is a lease and services agreement with an anticipated five-year term. The DIPC retains a similar facility size and operational scope as the prior operations under the STFRC Contract. The DIPC will be capable of supporting up to 2,400 individuals and provide an open and safe environment to appropriately care for the community population. The consistency of the community layout will require no capital investment, allowing for seamless community reactivation. The Company will provide facility and hospitality solutions under the DIPC Contract, which has a similar economic structure to the previous STFRC Contract, including fixed minimum revenue regardless of occupancy that amounts to a cumulative fixed minimum revenue amount of approximately $246 million over the anticipated five-year term. As such, the DIPC Contract is expected to provide over $246 million of revenue over its anticipated five-year term, to March 2030, and is subject to a ramp up period based on utilization during the first six months of the contract term resulting in lower fixed minimum revenue amounts during the ramp up period. The ramp up period may be accelerated at the request of the government, and if accelerated, would result in higher fixed minimum revenue amounts during the ramp up period up to the maximum fixed minimum revenue amount. The maximum fixed minimum revenue amount is based on utilization of 2,400 beds. The DIPC Contract is supported by an amended IGSA between the city of Dilley, Texas and ICE. As is customary for U.S. government contracts and subcontracts, the IGSA and the DIPC Contract are subject to annual U.S. government appropriations and can be canceled for convenience with a 60-day prior notice.
On March 10, 2025, the Company issued a notice of redemption to redeem all $181.4 million in aggregate principal amount of its 2025 Senior Secured Notes discussed in Note 7 of the notes to our unaudited consolidated financial statements included elsewhere within this Form 10-Q on March 25, 2025. The 2025 Senior Secured Notes redeemed pursuant to the Redemption were redeemed for a redemption price equal to 101.000% of the principal amount of the 2025 Senior Secured Notes redeemed plus accrued and unpaid interest to but not including the Redemption Date. As of March 25, 2025, the 2025 Senior Secured Notes were paid in full and are no longer outstanding, which is expected to generate an annual interest expense savings of approximately $19.5 million.
The Company generated cash flows from operations for the six months ended June 30, 2025 of approximately $15.0 million compared to approximately $89.7 million for the six months ended June 30, 2024, representing a decrease in cash flows from operations of approximately $(74.7) million or (83)% led by a decrease in cash collections, and partially by a $4.5 million increase in cash paid for interest driven by early payoff of the 2025 Senior Secured Notes on March 25, 2025, and decrease in interest income, partially offset by a $14.4 million decrease in cash paid for income taxes, and a decrease in operating expenses and payroll.
For the three months ended June 30, 2025, other key drivers of financial performance included:
| ● | Decreased revenue of $39.1 million, or 39% compared to the same period in 2024, driven by lower revenue generated from the Government segment led by the termination of the PCC Contract (terminated as of February 21, 2025) as well as the termination of the STFRC Contract on August 9, 2024 (the assets associated with the STFRC Contract were reactivated on March 5, 2025 under the DIPC Contract). Additionally, lower revenue generated by HFS-South partially contributed to this decrease led by lower ADR. These decreases were partially offset with increased revenue from the WHS segment led by the new Workforce Housing Contract originated in February 2025, as well as reactivation of the assets associated with the STFRC Contract under the DIPC Contract. |
| ● | Generated a net loss of approximately $(14.9) million for the three months ended June 30, 2025 as compared to net income of approximately $18.4 million for the three months ended June 30, 2024, which is primarily attributable to a decrease in revenue, partially attributable to an increase in service costs in the WHS segment led by construction services activity under the Workforce Housing Contract, partially offset by a decrease in specialty rental costs driven primarily by lower costs in the Government segment as a result of reduced occupancy led by the contract terminations previously discussed, a decrease in depreciation of specialty rental assets, a decrease in selling, general and administrative expenses led by a decrease in transaction fees expense, a decrease in interest expense, net led by a decrease in interest expense from the redemption of the 2025 Senior Secured Notes, and a decrease in income tax expense led by a decrease in income before income tax. |
| ● | Generated consolidated Adjusted EBITDA of $3.5 million representing a decrease of $48.7 million, or 93% as compared to the same period in 2024, driven primarily by the decrease in revenue and a 24% increase in operating expenses comprised of an increase in services costs led by construction services activity under the Workforce Housing Contract, partially offset by a decrease in specialty rental costs as noted above. |
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Adjusted EBITDA is a non-GAAP measure. The GAAP measure most comparable to Adjusted EBITDA is Net Income (Loss). Please see “Non-GAAP Financial Measures” for a definition and reconciliation to the most comparable GAAP measure.
Our Government segment, including several communities in West, Texas supporting critical U.S. government efforts, deliver essential services and accommodations near the southern U.S. border where there is insufficient housing and infrastructure solutions to appropriately address immigration and deportation.
Our proximity to customer activities influences occupancy and demand. We have built, own and operate the largest specialty rental and hospitality services network available to customers operating in the HFS – South region. Our broad network often results in us having communities that are closest to our customers’ job sites, which reduces commute times and costs, and improves the overall safety of our customers’ workforce. Our communities provide customers with cost efficiencies, as they are able to jointly use our communities and related infrastructure (i.e., power, water, sewer and IT) services alongside other customers operating in the same vicinity. Demand for our services is dependent upon activity levels, particularly our customers’ capital spending on natural resource development activities.
Factors Affecting Results of Operations
We expect our business to continue to be affected by the key factors discussed below, as well as factors discussed in the section titled “Risk Factors” included in our 2024 Form 10-K. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove to be incorrect, our actual results may vary materially from our expected results.
Supply and Demand for Natural Resources
As a provider of vertically integrated specialty rental and hospitality services, we are not directly impacted by commodity price fluctuations. However, these price fluctuations indirectly influence our activities and results of operations because the natural resource development workforce is directly affected by price fluctuations and the industry’s expansion or contraction as a result of these fluctuations. Our occupancy volume depends on the size of the workforce within the natural resources industry and the demand for labor. Commodity prices are volatile and influenced by numerous factors beyond our control, including the domestic and global supply of and demand for natural resources, the commodities trading markets, as well as other supply and demand factors that may influence commodity prices.
Availability and Cost of Capital
Capital markets conditions could affect our ability to access the debt and equity capital markets to the extent necessary to fund our future growth. Interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly, and could limit our ability to raise funds, or increase the price of raising funds, in the capital markets and may limit our ability to expand.
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Regulatory Compliance
We are subject to extensive federal, state, local, and foreign environmental, health and safety laws and regulations concerning matters such as air emissions, wastewater discharges, solid, and hazardous waste handling and disposal and the investigation and remediation of contamination. In addition, we may be subject, indirectly, to various statutes and regulations applicable to doing business with the U.S. government as a result of our contracts with U.S. government contractor clients. The risks of substantial costs, liabilities, and limitations on our operations related to compliance with these laws and regulations are an inherent part of our business, and future conditions may develop, arise, or be discovered that create substantial compliance or environmental remediation liabilities and costs.
Public Policy
We have derived, and in the future may derive, a significant portion of our revenues from our subcontracts with U.S. government contractors. The U.S. government and, by extension, our U.S. government contractor customers, may from time to time adopt, implement or modify certain policies or directives that may adversely affect our business. Changes in government policy, presidential administration or other changes in the political landscape relating to immigration policies may similarly result in a decline in our revenues in the Government segment.
We are continuing to pursue an expanding pipeline of government services growth opportunities, and we believe there is significant opportunity to continue to assist the federal government. However, available government funding and economic incentives are subject to change for a variety of reasons that are beyond our control, including budget and policy initiatives and priorities of current and future administrations at the federal and state level. We cannot predict what actions the new Trump administration may take with respect to government contracts that were previously executed.
Natural Disasters or Other Significant Disruption
An operational disruption in any of our facilities could negatively impact our financial results. The occurrence of a natural disaster, such as earthquake, tornado, severe weather including hail storms, flood, fire, or other unanticipated problems such as public health threats or outbreaks, labor difficulties, equipment failure, capacity expansion difficulties or unscheduled maintenance could cause operational disruptions of varied duration. These types of disruptions could materially adversely affect our financial condition and results of operations to varying degrees dependent upon the facility, the duration of the disruption, our ability to shift business to another facility or find alternative solutions.
Overview of Our Revenue and Operations
We derive the majority of our revenue from specialty rental accommodations and vertically integrated hospitality services. Approximately 69% of our revenue was earned from specialty rental with vertically integrated hospitality services, specifically lodging and related ancillary services, whereas the remaining 31% of revenues were earned through leasing of lodging facilities (16)% and construction fee income (15)% for the six months ended June 30, 2025. Revenue is recognized in the period in which lodging and services are provided pursuant to the terms of contractual relationships with our customers. We enter into arrangements with multiple deliverables for which arrangement consideration is allocated between lodging and services based on the relative estimated standalone selling price of each deliverable. The estimated price of lodging and services deliverables is based on the prices of lodging and services when sold separately or based upon the best estimate of selling price.
In February 2025, the Company entered into a multi-year construction and services agreement to provide construction of workforce housing, comprehensive facility services, and premium hospitality solutions to Lithium Nevada in support of Lithium Nevada’s development of Thacker Pass (“Thacker Pass Project”) and a North American critical minerals supply chain. The all-inclusive Workforce Hub is near Thacker Pass, the world’s largest known measured lithium resource. The Thacker Pass Project is expected to play a major role in the domestic production of lithium batteries. Lithium Nevada has commenced site preparation and the Company is actively engaged in the construction of the Workforce Hub, which will be capable of supporting a population of approximately 2,000 individuals. The Workforce Housing Contract has an initial term through 2027 with first occupancy anticipated by late-2025 and completion of the Workforce Hub by the end of 2025. The Company will construct and provide full turnkey support for the Workforce Hub, including premium culinary
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offerings, facilities management, and comprehensive support services. During the construction phase of the contract, the Company will recognize revenue as costs are incurred in connection with the Thacker Pass Project under the percentage of completion method of accounting as more fully discussed in Note 1 of the notes to our unaudited consolidated financial statements included elsewhere within this Form 10-Q.
Key Indicators of Financial Performance
Our management uses a variety of financial and operating metrics to analyze our performance. We view these metrics as significant factors in assessing our operating results and profitability and tend to review these measurements frequently for consistency and trend analysis. We primarily review the following profit and loss information when assessing our performance:
Revenue
We analyze our revenues by comparing actual revenues to our internal budgets and projections for a given period and to prior periods to assess our performance. We believe that revenues are a meaningful indicator of the demand and pricing for our services. Key drivers to change in revenues may include average utilization of existing beds, levels of development activity in the HFS – South segment, the consumer price index impacting government contracts, and government spending on housing programs.
Adjusted Gross Profit
We analyze our adjusted gross profit, which is a Non-GAAP measure, which we define as revenues less cost of sales, excluding impairment and depreciation of specialty rental assets to measure our financial performance. Please see “Non-GAAP Financial Measures” for a definition and reconciliation to the most comparable GAAP measure. We believe adjusted gross profit is a meaningful metric because it provides insight into the financial performance of our revenue streams without consideration of company overhead. Additionally, using adjusted gross profit gives us insight on factors impacting cost of sales, such as efficiencies of our direct labor and material costs. When analyzing adjusted gross profit, we compare actual adjusted gross profit to our budgets and internal projections and to prior period results for a given period in order to assess our performance.
We also use Non-GAAP measures such as EBITDA, Adjusted EBITDA, and Discretionary cash flows to evaluate the operating performance of our business. For a more in-depth discussion of the Non-GAAP measures, please refer to the "Non-GAAP Financial Measures" section.
Segments
We have identified three reportable business segments: HFS – South, Government and WHS:
HFS – South
The HFS – South segment reflects our facilities and operations in the HFS – South region from customers in the natural resources development industry and includes our 16 communities located across Texas and New Mexico.
Government
The Government segment includes facilities and operations of the DIPC provided under the previous STFRC Contract, which was terminated effective August 9, 2024, but was reactivated under the DIPC Contract effective March 5, 2025.
Additionally, this segment included the facilities and operations provided under a lease and services agreement known as the PCC Contract with our NP Partner, backed by a U.S. government contract, to provide a suite of comprehensive service offerings in support of their aid efforts. As previously discussed, the PCC Contract was terminated effective February 21, 2025. The related assets associated with the PCC Contract continue to be included in this segment.
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WHS
The WHS segment includes one community in Winnemucca, Nevada to establish a new regional workforce hub network capacity for lithium and related critical mineral development as well as the Workforce Housing Contract for construction of workforce housing and delivery of comprehensive hospitality and facility services.
All Other
Our other facilities and operations which do not meet the criteria to be a separate reportable segment are consolidated and reported as “All Other” which represents the facilities and operations of one community in Canada, three communities in North Dakota, and the catering and other services provided to communities and other workforce accommodation facilities for the natural resource development industries not owned by us.
Key Factors Impacting the Comparability of Results
The historical results of operations for the periods presented may not be comparable, either to each other or to our future results of operations, for the reasons described below:
Government Segment
As discussed in the Economic Update section, the PCC Contract with the NP Partner was terminated effective February 21, 2025. The PCC Contract generated total revenue of approximately $24.1 million and $98.0 million for the six months ended June 30, 2025 and 2024, respectively. The PCC Contract included a minimum annual revenue contribution of approximately $168 million, all of which was attributable to the Government reportable segment.
As discussed in the Economic Update section, the STFRC Contract was terminated effective August 9, 2024. The STFRC Contract was based on a fixed minimum lease revenue amount and for the three and six months ended June 30, 2024, contributed approximately $15.5 million and $29.5 million, respectively, in total consolidated revenue. The assets associated with the STFRC Contract were reactivated under the DIPC Contract effective March 5, 2025. The DIPC Contract is expected to provide over $246 million of revenue over its anticipated five-year term, to March 2030, and is subject to a ramp up period based on utilization during the first six months of the contract term resulting in lower fixed minimum revenue amounts during the ramp up period. The DIPC Contract generated total revenue of approximately $9.1 million for the six months ended June 30, 2025 .
WHS Segment
As discussed in the Economic Update section, the Company originated the Workforce Housing Contract in February 2025. The Workforce Housing Contract, which consists of construction and services revenue, is expected to generate approximately $153.5 million of revenue over its initial term, with approximately $89.5 million of committed minimum revenue. The Company anticipates that revenue realized in 2025 on the Workforce Housing Contract will be largely comprised of construction fee income recognized using the percentage of completion method with progress towards completion measured using the cost-to-cost method as the basis to recognize revenue. The Workforce Housing Contract generated approximately $19.2 million of revenue for the six months ended June 30, 2025, all of which is reported as construction fee income associated with construction services provided through June 30, 2025.
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Results of Operations
The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our unaudited consolidated financial statements. The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes included elsewhere in this document.
Consolidated Results of Operations for the three months ended June 30, 2025 and 2024 ($ in thousands):
| | | | | | | | | | | |
| | For the Three Months Ended | | Amount of | | Percentage Change | |||||
| | June 30, | | Increase | | Increase | |||||
|
| 2025 |
| 2024 |
| (Decrease) |
| (Decrease) | |||
Revenue: | | | | | | | | | | | |
Services income | | $ | 40,467 | | $ | 67,491 | | $ | (27,024) |
| (40)% |
Specialty rental income | |
| 6,716 | |
| 33,230 | |
| (26,514) |
| (80)% |
Construction fee income | |
| 14,423 | | | — | | | 14,423 | | 100% |
Total revenue | |
| 61,606 | |
| 100,721 | |
| (39,115) |
| (39)% |
Costs: | | | | | | | | | | | |
Services | |
| 45,561 | |
| 33,557 | |
| 12,004 |
| 36% |
Specialty rental | |
| 2,789 | |
| 5,489 | |
| (2,700) |
| (49)% |
Depreciation of specialty rental assets | |
| 13,584 | |
| 14,805 | |
| (1,221) |
| (8)% |
Gross Profit | |
| (328) | |
| 46,870 | |
| (47,198) |
| (101)% |
Selling, general and administrative | |
| 12,664 | |
| 13,457 | |
| (793) |
| (6)% |
Other depreciation and amortization | |
| 4,082 | |
| 3,908 | |
| 174 |
| 4% |
Other expense (income), net | |
| (156) | |
| (46) | |
| (110) |
| 239% |
Operating income (loss) | |
| (16,918) | |
| 29,551 | |
| (46,469) |
| (157)% |
Interest expense, net | |
| 937 | |
| 4,273 | |
| (3,336) |
| (78)% |
Income (loss) before income tax | |
| (17,855) | |
| 25,278 | |
| (43,133) |
| (171)% |
Income tax expense (benefit) | |
| (2,937) | |
| 6,892 | |
| (9,829) |
| (143)% |
Net income (loss) | | | (14,918) | | | 18,386 | | | (33,304) |
| (181)% |
Less: Net income attributable to the noncontrolling interest | | | 13 | | | — | | | 13 | | 100% |
Net income (loss) attributable to Target Hospitality Corp. common stockholders | | $ | (14,931) | | $ | 18,386 | | $ | (33,317) | | (181)% |
For the three months ended June 30, 2025 compared to the three months ended June 30, 2024
Total Revenue. Total revenue was $61.6 million for the three months ended June 30, 2025 and consisted of $40.5 million of services income, $6.7 million of specialty rental income and $14.4 million of construction fee income. Total revenue for the three months ended June 30, 2024 was $100.7 million, which consisted of $67.5 million of services income, and $33.2 million of specialty rental income.
Services income consists primarily of specialty rental and vertically integrated and comprehensive hospitality services, including room revenue, catering and food services, maintenance, housekeeping, grounds-keeping, security, overall workforce community management, health and recreation facilities, concierge services, and laundry service. The main driver of the decrease in services income revenue was lower revenue in the Government segment led by the termination of the PCC Contract and termination of the STFRC Contract as previously discussed, and partially by lower revenue in HFS-South led by lower ADR. This decrease was partially offset by reactivation of the assets associated with the STFRC Contract under the DIPC Contract within the Government segment in March 2025 as previously discussed.
Specialty rental income consists primarily of revenues from leasing rooms and other facilities at certain communities that include contractual arrangements with customers that are considered leases under the authoritative accounting guidance for leases. Specialty rental income decreased primarily as a result of lower revenue in the Government segment led by the termination of the PCC Contract and termination of the STFRC Contract, partially offset by reactivation of the assets
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associated with the STFRC Contract under the DIPC Contract within the Government segment in March 2025 as previously discussed.
The decrease in services income and specialty rental income was partially offset by an increase in construction fee income, which was due to construction services provided under the Workforce Housing Contract originated in February 2025 in the WHS segment.
Cost of services. Cost of services was $45.6 million for the three months ended June 30, 2025 as compared to $33.6 million for the three months ended June 30, 2024. The increase in services costs is primarily due to an increase in costs of approximately $11.4 million in the WHS segment led by construction costs for the construction services activity under the Workforce Housing Contract. Additionally, costs associated with the HFS-South segment increased by approximately $0.3 million driven by an increase in catering food purchases.
Specialty rental costs. Specialty rental costs were $2.8 million for the three months ended June 30, 2025 as compared to $5.5 million for the three months ended June 30, 2024. The decrease in specialty rental costs is primarily due to a decrease in costs from the Government segment driven by the contract terminations previously discussed.
Depreciation of specialty rental assets. Depreciation of specialty rental assets was $13.6 million for the three months ended June 30, 2025 as compared to $14.8 million for the three months ended June 30, 2024. The decrease in depreciation expense is primarily attributable to a decrease in depreciation expense associated with HFS-South specialty rental assets for certain site work assets that became fully depreciated during 2024.
Selling, general and administrative. Selling, general and administrative was $12.7 million for the three months ended June 30, 2025 as compared to $13.5 million for the three months ended June 30, 2024. The decrease in selling, general and administrative expense from the prior period was primarily driven by a decrease in transaction fees expense by approximately $1.2 million driven primarily by the prior period including costs associated with the evaluation of the offer from Arrow Holdings S.a.r.l. (“Arrow”), an affiliate of TDR, to acquire all of the outstanding common stock of the Company not owned by Arrow (the “Arrow Proposal”), amortization of system implementation costs also decreased by approximately $0.2 million from the prior year as such costs became fully amortized in 2024 as scheduled, compensation and benefits decreased by approximately $0.2 million, and legal and professional fees decreased by approximately $0.2 million. This was partially offset by an increase of approximately $0.8 million related to stock-compensation expense, an increase of approximately $0.2 million related to audit fees, and an increase of approximately $0.2 million in other corporate expenses.
Other depreciation and amortization. Other depreciation and amortization expense was $4.1 million for the three months ended June 30, 2025 as compared to $3.9 million for the three months ended June 30, 2024. The increase in other depreciation and amortization is primarily driven by an increase in depreciation associated with an increase in finance leases for commercial use vehicles.
Other expense (income), net. Other expense (income), net was $(0.2) million for the three months ended June 30, 2025 as compared to $(0.1) million for the three months ended June 30, 2024. The change in other expense (income), net was primarily driven by non-cash gains on leased assets.
Interest expense, net. Interest expense, net was $0.9 million for the three months ended June 30, 2025 as compared to $4.3 million for the three months ended June 30, 2024. The change in interest expense, net was primarily driven by a decrease in interest expense on the 2025 Senior Secured Notes led by their early redemption on March 25, 2025, partially offset by a decrease in interest income earned on cash equivalents.
Income tax expense (benefit). Income tax expense (benefit) was $(2.9) million for the three months ended June 30, 2025 as compared to $6.9 million for the three months ended June 30, 2024. The change in income tax expense (benefit) is primarily attributable to the decrease in income before taxes for the three months ended June 30, 2025 led by a decrease in revenue and by cost increases previously mentioned.
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Consolidated Results of Operations for the six months ended June 30, 2025 and 2024 ($ in thousands):
| | | | | | | | | | | |
| | For the Six Months Ended | | Amount of | | Percentage Change | |||||
| | June 30, | | Increase | | Increase | |||||
|
| 2025 |
| 2024 |
| (Decrease) |
| (Decrease) | |||
Revenue: | | | | | | | | | | | |
Services income | | $ | 90,574 | | $ | 139,889 | | $ | (49,315) |
| (35)% |
Specialty rental income | |
| 21,711 | |
| 67,504 | |
| (45,793) |
| (68)% |
Construction fee income | | | 19,218 | | | — | | | 19,218 | | 100% |
Total revenue | |
| 131,503 | |
| 207,393 | |
| (75,890) |
| (37)% |
Costs: | | | | | | | | | | | |
Services | |
| 81,329 | |
| 70,472 | |
| 10,857 |
| 15% |
Specialty rental | |
| 5,282 | |
| 11,397 | |
| (6,115) |
| (54)% |
Depreciation of specialty rental assets | |
| 27,256 | |
| 29,586 | |
| (2,330) |
| (8)% |
Gross Profit | |
| 17,636 | |
| 95,938 | |
| (78,302) |
| (82)% |
Selling, general and administrative | |
| 27,469 | |
| 28,312 | |
| (843) |
| (3)% |
Other depreciation and amortization | |
| 8,055 | |
| 7,792 | |
| 263 |
| 3% |
Other expense (income), net | |
| 106 | |
| (156) | |
| 262 |
| (168)% |
Operating income (loss) | |
| (17,994) | |
| 59,990 | |
| (77,984) |
| (130)% |
Loss on extinguishment of debt | | | 2,370 | | | — | | | 2,370 | | 100% |
Interest expense, net | |
| 5,266 | |
| 8,861 | |
| (3,595) |
| (41)% |
Change in fair value of warrant liabilities | | | — | | | (675) | | | 675 | | (100)% |
Income (loss) before income tax | |
| (25,630) | |
| 51,804 | |
| (77,434) |
| (149)% |
Income tax expense (benefit) | |
| (4,253) | |
| 13,035 | |
| (17,288) |
| (133)% |
Net income (loss) | | | (21,377) | | | 38,769 | | | (60,146) | | (155)% |
Less: Net income attributable to the noncontrolling interest | | | 15 | | | — | | | 15 | | 100% |
Net income (loss) attributable to Target Hospitality Corp. common stockholders | | $ | (21,392) | | $ | 38,769 | | $ | (60,161) |
| (155)% |
For the six months ended June 30, 2025 compared to the six months ended June 30, 2024
Total Revenue. Total revenue was $131.5 million for the six months ended June 30, 2025 and consisted of $90.6 million of services income, $21.7 million of specialty rental income and $19 million of construction fee income. Total revenue for the six months ended June 30, 2024 was $207.4 million, which consisted of $139.9 million of services income, and $67.5 million of specialty rental income.
Services income consists primarily of specialty rental and vertically integrated and comprehensive hospitality services, including room revenue, catering and food services, maintenance, housekeeping, grounds-keeping, security, overall workforce community management, health and recreation facilities, concierge services, and laundry service. The main driver of the decrease in services income revenue was lower revenue in the Government segment led by the termination of the PCC Contract and termination of the STFRC Contract as previously discussed, and partially by lower revenue in HFS-South led by lower ADR. This decrease was partially offset by reactivation of the assets associated with the STFRC Contract under the DIPC Contract within the Government segment in March 2025 as previously discussed.
Specialty rental income consists primarily of revenues from leasing rooms and other facilities at certain communities that include contractual arrangements with customers that are considered leases under the authoritative accounting guidance for leases. Specialty rental income decreased primarily as a result of lower revenue in the Government segment led by the termination of the PCC Contract and termination of the STFRC Contract as previously discussed, partially offset by reactivation of the assets associated with the STFRC Contract under the DIPC Contract within the Government segment in March 2025.
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The decrease in services income and specialty rental income was partially offset by an increase in construction fee income, which was due to construction services provided under the Workforce Housing Contract originated in February 2025 in the WHS segment.
Cost of services. Cost of services was $81.3 million for the six months ended June 30, 2025 as compared to $70.5 million for the six months ended June 30, 2024. The increase in services costs is primarily due to an increase in costs of approximately $15.3 million in the WHS segment led by construction costs for the construction services activity under the Workforce Housing Contract. Additionally, costs associated with the HFS-South segment increased by approximately $1.2 million driven by an increase in customer activity. These cost increases were partially offset by a decrease in services costs of approximately $4.8 million in the Government segment led by a decrease in occupancy from the contract terminations previously discussed, and a decrease in services costs of approximately $0.9 million in the All Other category of operating segments driven by a community that incurred lodge removal and transportation costs in the prior period that didn’t recur in the current period.
Specialty rental costs. Specialty rental costs were $5.3 million for the six months ended June 30, 2025 as compared to $11.4 million for the six months ended June 30, 2024. The decrease in specialty rental costs is primarily due to a decrease in costs from the Government segment driven by the contract terminations previously discussed.
Depreciation of specialty rental assets. Depreciation of specialty rental assets was $27.3 million for the six months ended June 30, 2025 as compared to $29.6 million for the six months ended June 30, 2024. The decrease in depreciation expense is primarily attributable to a decrease in depreciation expense associated with HFS-South specialty rental assets for certain site work assets that became fully depreciated during 2024.
Selling, general and administrative. Selling, general and administrative was $27.5 million for the six months ended June 30, 2025 as compared to $28.4 million for the six months ended June 30, 2024. The decrease in selling, general and administrative expense from the prior period was led by decreases in severance costs of approximately $1 million for certain terminated employees during the six months ended June 30, 2024, amortization of system implementation costs also decreased by approximately $0.7 million from the prior year as such costs became fully amortized in 2024 as scheduled, compensation and benefits costs decreased by approximately $0.6 million, stock compensation expenses decreased by approximately $0.3 million led primarily by the liability-based SARs driven by no SAR awards outstanding during the current period compared to the prior period as these awards vested and were exercised as of December 31, 2024, and marketing and advertising costs as well as insurance costs decreased collectively by approximately $0.3 million. This was partially offset by an increase in transaction fees of approximately $1.4 million driven primarily by legal, advisory, and audit fees associated with debt related transaction activity related to the 2025 Senior Secured Notes that were paid off on March 25, 2025, and, to a lesser extent, other business development project related transaction activity and remaining costs associated with the Arrow Proposal. The remaining change was primarily driven by an increase in recruiting, other corporate expenses, and professional fees.
Other depreciation and amortization. Other depreciation and amortization expense was $8.1 million for the six months ended June 30, 2025 as compared to $7.8 million for the six months ended June 30, 2024. The increase in other depreciation and amortization is primarily driven by an increase in depreciation associated with an increase in finance leases for commercial use vehicles.
Other expense (income), net. Other expense (income), net was $0.1 million for the six months ended June 30, 2025 as compared to $(0.2) million for the six months ended June 30, 2024. The increase in other expense was primarily driven by losses on leased assets and other asset disposals.
Loss on extinguishment of debt. Loss on extinguishment of debt was $2.4 million for the six months ended June 30, 2025 as compared to $0 for the six months ended June 30, 2024. The increase in loss on extinguishment of debt is due to the redemption of the 2025 Senior Secured Notes on March 25, 2025.
Interest expense, net. Interest expense, net was $5.3 million for the six months ended June 30, 2025 as compared to $8.9 million for the six months ended June 30, 2024. The change in interest expense, net was primarily driven by a decrease in
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interest expense on the 2025 Senior Secured Notes led by their early redemption on March 25, 2025, partially offset by an increase in interest expense on the ABL Facility, and a decrease in interest income earned on cash equivalents.
Change in fair value of warrant liabilities. Change in fair value of warrant liabilities represents the fair value adjustments to the outstanding Private Warrant liabilities based on the change in their estimated fair value at each reporting period end. The change in fair value of the warrant liabilities was $0 for the six months ended June 30, 2025 as compared to $(0.7) million for the six months ended June 30, 2024 as a result of the Private Warrants expiring unexercised on March 15, 2024 as discussed in Note 8 of the notes to our unaudited consolidated financial statements included elsewhere within this Form 10-Q.
Income tax expense (benefit). Income tax expense (benefit) was $(4.3) million for the six months ended June 30, 2025 as compared to $13.0 million for the six months ended June 30, 2024. The change in income tax expense (benefit) is primarily attributable to the decrease in income before taxes for the six months ended June 30, 2025 led by a decrease in revenue and by cost increases previously mentioned.
Segment Results
The following table sets forth our selected results of operations for each of our reportable segments and All Other for the three months ended June 30, 2025 and 2024 ($ in thousands, except for Average Daily Rate).
| | | | | | | | | | | |
| | | | | | | | | | Percentage | |
| | For the Three Months Ended June 30, | | Amount of Increase | | Change | |||||
|
| 2025 |
| 2024 |
| (Decrease) |
| (Decrease) | |||
Revenue: | | | | | | | | | | | |
Government | | $ | 7,487 | | $ | 59,860 | | $ | (52,373) |
| (87)% |
HFS - South | |
| 36,166 | |
| 38,232 | |
| (2,066) |
| (5)% |
WHS | | | 15,042 | | | — | | | 15,042 |
| 100% |
All Other | |
| 2,911 | |
| 2,629 | |
| 282 |
| 11% |
Total Revenues | | $ | 61,606 | | $ | 100,721 | | $ | (39,115) |
| (39)% |
| | | | | | | | | | | |
Adjusted Gross Profit | | | | | | | | | | | |
Government | | $ | (1,080) | | $ | 48,844 | | $ | (49,924) |
| (102)% |
HFS - South | |
| 10,547 | |
| 13,065 | |
| (2,518) |
| (19)% |
WHS | | | 3,687 | | | — | | | 3,687 |
| 100% |
All Other | |
| 102 | |
| (234) | |
| 336 |
| (144)% |
Total Adjusted Gross Profit | | $ | 13,256 | | $ | 61,675 | | $ | (48,419) |
| (79)% |
| | | | | | | | | | | |
Average Daily Rate | | | | | | | | | | | |
HFS - South | | $ | 69.62 | | $ | 74.33 | | $ | (4.71) | | |
Note: Adjusted gross profit for the chief operating decision maker’s (“CODM”) analysis includes the services and rental costs recognized in the financial statements and excludes depreciation on specialty rental assets, certain severance costs, and loss on impairment. Average daily rate is calculated based on specialty rental income and services income received over the period indicated, divided by utilized bed nights.
Government
Revenue for the Government segment was $7.5 million for the three months ended June 30, 2025, as compared to $59.9 million for the three months ended June 30, 2024.
Adjusted gross profit for the Government segment was $(1.1) million for the three months ended June 30, 2025, as compared to $48.8 million for the three months ended June 30, 2024.
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Revenue decreased primarily due to the termination of the PCC Contract and the termination of the STFRC Contract as previously discussed, partially offset by reactivation of the assets associated with the STFRC Contract under the DIPC Contract in March 2025. Approximately $44 million of the revenue decrease was attributable to the PCC Contract termination. The remaining decrease in revenue of approximately $8 million was attributable to the STFRC Contract termination, partially offset by the DIPC Contract mentioned above.
Adjusted gross profit decreased as a result of the decrease in revenue mentioned above, partially offset by lower costs due to lower occupancy driven by the contract terminations previously discussed. Approximately $1.2 million of the decrease in costs were associated with community operations related to the PCC Contract, while approximately $1.3 million of the decrease in costs were associated with community operations related to the STFRC Contract, partially offset by the DIPC Contract mentioned above.
HFS – South
Revenue for the HFS – South segment was $36.2 million for the three months ended June 30, 2025, as compared to $38.2 million for the three months ended June 30, 2024.
Adjusted gross profit for the HFS – South segment was $10.5 million for the three months ended June 30, 2025, as compared to $13.1 million for the three months ended June 30, 2024.
The decrease in revenue of approximately $(2.1) million was primarily attributable to a decrease in ADR.
The decrease in adjusted gross profit of approximately $(2.5) million was primarily attributable to the decrease in revenue noted above, and partially driven by an increase in operational costs led by an increase in catering food purchases.
WHS
Revenue for the WHS segment was $15.0 million for the three months ended June 30, 2025, as compared to $0 for the three months ended June 30, 2024.
Adjusted gross profit for the WHS segment was $3.7 million for the three months ended June 30, 2025, as compared to $0 for the three months ended June 30, 2024.
The increase in revenue of approximately $15.0 million was primarily attributable to the increase in construction fee income, which was due to construction services provided under the Workforce Housing Contract originated in February 2025.
The increase in adjusted gross profit of approximately $3.7 million was primarily attributable to the increase in revenue noted above, partially offset by higher costs due to construction activity.
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Segment Results
The following table sets forth our selected results of operations for each of our reportable segments and All Other for the six months ended June 30, 2025 and 2024 ($ in thousands, except for Average Daily Rate).
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | For the Six Months Ended June 30, | | Amount of Increase | | Percentage Change | ||||
|
| 2025 |
| 2024 |
| (Decrease) |
| (Decrease) | |||
Revenue: | | | | | | | | | | | |
Government | | $ | 33,204 | | $ | 127,466 | | $ | (94,262) |
| (74)% |
HFS - South | |
| 72,234 | |
| 75,165 | |
| (2,931) |
| (4)% |
WHS | | | 20,245 | | | — | | | 20,245 |
| 100% |
All Other | |
| 5,820 | |
| 4,762 | |
| 1,058 |
| 22% |
Total Revenues | | $ | 131,503 | | $ | 207,393 | | $ | (75,890) |
| (37)% |
| | | | | | | | | | | |
Adjusted Gross Profit | | | | | | | | | | | |
Government | | $ | 18,098 | | $ | 101,277 | | $ | (83,179) |
| (82)% |
HFS - South | |
| 21,580 | |
| 25,906 | |
| (4,326) |
| (17)% |
WHS | | | 4,956 | | | — | | | 4,956 |
| (100)% |
All Other | |
| 258 | |
| (1,659) | |
| 1,917 |
| (116)% |
Total Adjusted Gross Profit | | $ | 44,892 | | $ | 125,524 | | $ | (80,632) |
| (64)% |
| | | | | | | | | | | |
Average Daily Rate | | | | | | | | | | | |
HFS - South | | $ | 69.85 | | $ | 74.60 | | $ | (4.75) | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Note: Adjusted gross profit for the chief operating decision maker’s (“CODM”) analysis includes the services and rental costs recognized in the financial statements and excludes depreciation on specialty rental assets, certain severance costs, and loss on impairment. Average daily rate is calculated based on specialty rental income and services income received over the period indicated, divided by utilized bed nights.
Government
Revenue for the Government segment was $33.2 million for the six months ended June 30, 2025, as compared to $127.5 million for the six months ended June 30, 2024.
Adjusted gross profit for the Government segment was $18.1 million for the six months ended June 30, 2025, as compared to $101.3 million for the six months ended June 30, 2024.
Revenue decreased primarily due to the termination of the PCC Contract and the termination of the STFRC Contract as previously discussed, partially offset by reactivation of the assets associated with the STFRC Contract under the DIPC Contract in March 2025. Approximately $73.9 million of the revenue decrease was attributable to the PCC Contract, of which approximately $9.3 million was related to lower variable services revenue from the PCC Contract. The remaining decrease in revenue of approximately $20.4 million was attributable to the STFRC Contract termination, partially offset by the DIPC Contract mentioned above.
Adjusted gross profit decreased as a result of the decrease in revenue mentioned above, partially offset by lower costs due to lower occupancy driven by the contract terminations previously discussed. Approximately $6.0 million of the decrease in costs were associated with community operations related to the PCC Contract, while approximately $5.1 million of the decrease in costs were associated with community operations related to the STFRC Contract, partially offset by the DIPC Contract mentioned above.
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HFS – South
Revenue for the HFS – South segment was $72.2 million for the six months ended June 30, 2025, as compared to $75.2 million for the six months ended June 30, 2024.
Adjusted gross profit for the HFS – South segment was $21.6 million for the six months ended June 30, 2025, as compared to $26.0 million for the six months ended June 30, 2024.
The decrease in revenue of approximately $(2.9) million was primarily attributable to a decrease in ADR, partially offset with an increase in customer activity.
The decrease in adjusted gross profit of approximately $(4.3) million was primarily attributable to the decrease in revenue noted above, and partially by an increase in operational costs driven by an increase in customer activity.
WHS
Revenue for the WHS segment was $20.2 million for the six months ended June 30, 2025, as compared to $0 for the six months ended June 30, 2024.
Adjusted gross profit for the WHS segment was $5.0 million for the six months ended June 30, 2025, as compared to $0 for the six months ended June 30, 2024.
The increase in revenue of approximately $20.2 million was primarily attributable to the increase in construction fee income, which was due to construction services provided under the Workforce Housing Contract originated in February 2025.
The increase in adjusted gross profit of approximately $5.0 million was primarily attributable to the increase in revenue noted above, partially offset by higher costs due to construction activity.
Liquidity and Capital Resources
We depend on cash flow from operations, cash on hand and borrowings under our ABL Facility to finance our growth and diversification strategy, working capital needs, and capital expenditures. As of June 30, 2025, the ABL Facility had unused available borrowing capacity of $151 million. We currently believe that our cash on hand, along with these sources of funds will provide sufficient liquidity to fund debt service requirements, support our growth and diversification strategy discussed in Item 1, “Business” of the Company’s 2024 Form 10-K, lease obligations, contingent liabilities and working capital investments for at least the next 12 months. However, we cannot assure you that we will be able to obtain future debt or equity financings adequate for our future cash requirements on commercially reasonable terms or at all.
If our cash flows and capital resources are insufficient, we may be forced to reduce or delay additional growth opportunities, future investments and capital expenditures, and seek additional capital. Significant delays in our ability to finance planned growth initiatives or capital expenditures may materially and adversely affect our future revenue prospects.
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We continue to review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan. We will continue to evaluate alternatives to optimize our capital structure, which could include the issuance or repurchase of unsecured and secured debt, equity securities and/or equity-linked securities. There can be no assurance as to the timing of any such issuance or repurchase. From time to time, we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.
Capital Requirements
During the six months ended June 30, 2025, we incurred approximately $27.2 million in capital expenditures, with approximately $15.7 million driven by capital expenditures in the new WHS segment, and approximately $2.9 million driven by growth capital expenditures in the Government segment. Maintenance capital expenditures for specialty rental assets amounted to approximately $5.7 million for the six months ended June 30, 2025, while approximately $2.7 million was attributable to an increase in finance leases for commercial-use vehicles. As we pursue growth initiatives, we monitor which capital resources, including equity and debt financings, are available to us to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. However, future cash flows are subject to a number of variables, including the ability to maintain existing contracts, obtain new contracts and manage our operating expenses. The failure to achieve anticipated revenue and cash flows from operations could result in a reduction in future capital spending. We cannot assure you that operations and other needed capital will be available on acceptable terms or at all. In the event we make additional acquisitions and the amount of capital required is greater than the amount we have available for acquisitions at that time, we could be required to reduce the expected level of capital expenditures or seek additional capital. We cannot assure you that needed capital will be available on acceptable terms or at all.
The following table sets forth general information derived from our unaudited consolidated statements of cash flows:
| | | | | | |
|
| For the Six Months Ended | ||||
($ in thousands) | | June 30, | ||||
|
| 2025 |
| 2024 | ||
| | | | | | |
Net cash provided by operating activities | | $ | 15,001 | | $ | 89,696 |
Net cash used in investing activities | |
| (24,911) | |
| (16,137) |
Net cash used in financing activities | |
| (161,543) | |
| (23,187) |
Effect of exchange rate changes on cash and cash equivalents | | | 22 | | | (5) |
Net increase (decrease) in cash and cash equivalents | | $ | (171,431) | | $ | 50,367 |
For the six months ended June 30, 2025 compared to the six months ended June 30, 2024
Cash flows provided by operating activities. Net cash provided by operating activities was $15.0 million for the six months ended June 30, 2025 compared to $89.7 million for the six months ended June 30, 2024.
The current period is down by approximately $(74.7) million when compared to 2024 driven by a decrease in cash collections from customers of approximately $93.1 million, a $4.5 million increase in cash paid for interest driven by the early payoff of the 2025 Senior Secured Notes on March 25, 2025, and a decrease in interest received by approximately $0.5 million (driven by a lower average outstanding cash balance in the current period that generated interest income). These decreases were partially offset by a net decrease in payments for operating expenses and payroll of approximately $9.6 million led by a decrease of approximately $6.2 million in cash payments for the vested SAR awards. There was also a decrease in cash paid for income taxes of approximately $14.4 million.
Cash flows used in investing activities. Net cash used in investing activities was $24.9 million for the six months ended June 30, 2025 compared to $16.1 million for the six months ended June 30, 2024. This increase in net cash used in investing activities was primarily related to an increase in growth capital expenditures in the WHS segment related to the $15.5 million acquisition of community assets in January 2025 to support growth of the WHS segment, partially offset by
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lower maintenance capital expenditures in the HFS-South segment, and lower growth capital expenditures in the Government segment.
Cash flows used in financing activities. Net cash used in financing activities was $161.5 million for the six months ended June 30, 2025 compared to $23.2 million for the six months ended June 30, 2024. This increase in net cash used in financing activities was primarily driven by the $181.4 million full redemption of the 2025 Senior Secured Notes on March 25, 2025 and the related payment of 2025 Senior Secured Notes debt extinguishment premium costs of $1.8 million, partially offset by a net draw on the ABL Facility of $24 million in the current period and the prior period including approximately $21.1 million for the repurchase of Common Stock as part of the share repurchase program.
Indebtedness
Finance lease and other financing obligations
The Company’s finance lease and other financing obligations as of June 30, 2025 consisted of approximately $4.7 million of finance leases. The finance leases pertain to leases entered into during 2017 through June 30, 2025, for commercial-use vehicles with 36-month terms (and continue on a month-to-month basis thereafter) expiring through 2028.
The Company’s finance lease and other financing obligations as of December 31, 2024 consisted of approximately $3.3 million of finance leases related to commercial-use vehicles with the same terms as described above.
ABL Facility
During the six months ended June 30, 2025, a net amount of $24 million was drawn on the ABL Facility resulting in an outstanding balance of $24 million and an unused available borrowing capacity of $151 million as of June 30, 2025. The maturity date of the ABL Facility is February 1, 2028. Refer to Note 7 of the notes to our unaudited consolidated financial statements included elsewhere within this Form 10-Q for additional discussion of the ABL Facility.
2025 Senior Secured Notes
As of June 30, 2025, none of the 2025 Senior Secured Notes remain outstanding as the remaining balance was paid off on March 25, 2025. Refer to Note 7 of the notes to our unaudited consolidated financial statements included elsewhere within this Form 10-Q for additional discussion of the 2025 Senior Secured Notes.
Cash requirements
We expect that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations and obligations will be to primarily fund (i) operating activities and working capital, (ii) maintenance capital expenditures for specialty rental and other property, plant, and equipment assets, (iii) payments due under finance and operating leases, and (iv) debt service interest payments on the ABL Facility. We plan to fund such cash requirements from our existing sources of liquidity as previously discussed.
The table below presents information on payments coming due under the most significant categories of our needs for cash (excluding operating cash flows pertaining to normal business operations, other than operating lease obligations) as of June 30, 2025:
| | | | | | | | | | | | | | | |
($ in thousands) |
| Total |
| Rest of 2025 | | 2026 | | 2027 | | 2028 | |||||
ABL Facility | | $ | 24,000 | |
| — | | | — | | | — | | | 24,000 |
Operating lease obligations, including imputed interest(1) | | | 9,623 | | | 5,095 | | | 3,266 | | | 1,259 | | | 3 |
Total | | $ | 33,623 | | $ | 5,095 | | $ | 3,266 | | $ | 1,259 | | $ | 24,003 |
| (1) | Represents interest on operating lease obligations calculated using the appropriate discount rate for each lease. |
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Concentration of Risks
In the normal course of business, we grant credit to customers based on credit evaluations of their financial condition and generally require no collateral or other security. Major customers are defined as those individually comprising more than 10% of our revenues or accounts receivable. For the six months ended June 30, 2025, we had three customers, who accounted for 18%, 15% and 12% of revenues, respectively, while no other customers accounted for more than 10% of revenues. The largest customer accounted for 43% and 10% of accounts receivable, respectively, while no other customers accounted for more than 10% of the accounts receivable balance as of June 30, 2025.
We had two customers for the six months ended June 30, 2024 that accounted for 47% and 14% of revenues, respectively, while no other customers accounted for more than 10% of revenues. The largest customers accounted for 30% and 10% of accounts receivable, respectively, while no other customers accounted for more than 10% of the accounts receivable balance as of June 30, 2024.
Major suppliers are defined as those individually comprising more than 10% of the annual goods purchased by the Company. For the six months ended June 30, 2025, we had one major supplier representing 18% of goods purchased. For the six months ended June 30, 2024, we had one major supplier that represented 20% of goods purchased.
We provide services almost entirely to customers in the government and natural resource industries and as such, are almost entirely dependent upon the continued activity of such customers.
Commitments and Contingencies
The Company leases certain land, buildings, offices, modular units, and equipment under non-cancellable operating leases, the terms of which vary and generally contain renewal options. Such operating lease obligations are recognized in the Company’s accompanying consolidated balance sheet as of June 30, 2025 as current portion of operating lease obligations and long-term operating lease obligations. Refer to the Company’s unaudited consolidated balance sheet included elsewhere in this Quarterly Report on Form 10-Q for the amounts recognized as current portion of operating lease obligations and long-term operating lease obligations as of June 30, 2025.
Rent expense included in services costs in the unaudited consolidated statements of comprehensive income (loss) for cancelable and non-cancelable leases was $5.8 million and $6.7 million for the six months ended June 30, 2025 and 2024 respectively. Rent expense included in services costs in the unaudited consolidated statements of comprehensive income (loss) for cancelable and non-cancelable leases was $3.0 million and $3.2 million for the three months ended June 30, 2025 and 2024, respectively. Rent expense included in selling, general, and administrative expenses in the unaudited consolidated statements of comprehensive income (loss) for cancelable and non-cancelable leases was $0.2 million and $0.2 million for the six months ended June 30, 2025 and 2024, respectively. Rent expense included in selling, general, and administrative expenses in the unaudited consolidated statements of comprehensive income (loss) for cancelable and non-cancelable leases was $0.1 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively.
| | | |
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”).
The following section is a summary of certain aspects of those accounting policies involving estimates or assumptions that (1) involve a significant level of estimation uncertainty and (2) have had or are reasonably likely to have a material impact on our financial condition or results of operations. It is possible that the use of different reasonable estimates or assumptions could result in materially different amounts being reported in our consolidated final statements.
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Additionally, refer to Note 1 of our notes to our unaudited consolidated financial statements included in this Form 10-Q for additional discussion of our summary of significant accounting policies and use of estimates. These estimates require significant judgments and assumptions.
Revenue Recognition
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.
For contracts that contain both a lease component and a services or non-lease component, the Company adopted an accounting policy to account for and present the lease component under ASC 842 and the non-lease component under the authoritative guidance for revenue recognition (“ASC 606” or “Topic 606”). When allocating the contract consideration to the lease component under ASC 842 and the services or non-lease component under ASC 606, the Company uses judgement in contemplating how to initially measure one or more parts of the contract, to apply the separation and measurement guidance. Factors the Company considers in making this allocation include relative standalone price of lease and services or non-lease components. An over or under-estimate of the consideration allocation between the lease components and the services or non-lease components could result in revenue not being recognized and properly presented in accordance with the authoritative guidance under ASC 842 and ASC 606. The Company had no significant contracts determined to have been over or under-allocated during the reporting periods included herein.
Principles of Consolidation
Refer to Note 1 of the notes to our unaudited consolidated financial statements included in this Form 10-Q for a discussion of principles of consolidation.
Recently Issued Accounting Standards
Refer to Note 1 of the notes to our unaudited consolidated financial statements included in this Form 10-Q for our assessment of recently issued accounting standards.
Non-GAAP Financial Measures
We have included Adjusted gross profit, EBITDA, Adjusted EBITDA, and Discretionary cash flows which are measurements not calculated in accordance with US GAAP, in the discussion of our financial results because they are key metrics used by management to assess financial performance. Our business is capital-intensive and these additional metrics allow management to further evaluate our operating performance.
Target Hospitality defines Adjusted gross profit, as gross profit plus depreciation of specialty rental assets and loss on impairment, and certain severance costs.
Target Hospitality defines EBITDA as net income (loss) before interest expense and loss on extinguishment of debt, income tax expense (benefit), depreciation of specialty rental assets, and other depreciation and amortization.
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Adjusted EBITDA reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what management considers transactions or events not related to its core business operations:
| ● | Other expense (income), net: Other expense (income), net includes miscellaneous cash receipts, gains and losses on disposals of property, plant, and equipment and leased assets and other immaterial expenses and non-cash items. |
| ● | Transaction expenses: Target Hospitality incurred legal, advisory fees, and other costs associated with certain transactions during 2024, including costs related to the evaluation of the Arrow Proposal. During 2025, such transaction costs primarily related to legal, advisory and audit-related fees associated with debt related transaction activity associated with the 2025 Senior Secured Notes that were redeemed and paid off on March 25, 2025, and, to a lesser extent, other business development project related transaction activity and remaining costs associated with the Arrow Proposal. |
| ● | Stock-based compensation: Charges associated with stock-based compensation expense, which has been, and will continue to be, for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy. |
| ● | Change in fair value of warrant liabilities: Non-cash change in estimated fair value of warrant liabilities. |
| ● | Other adjustments: System implementation costs, including non-cash amortization of capitalized system implementation costs, claim settlements, business development related costs, and certain severance costs. |
We define Discretionary cash flows as cash flows from operations less maintenance capital expenditures for specialty rental assets.
EBITDA reflects net income (loss) excluding the impact of interest expense and loss on extinguishment of debt, provision for income taxes, depreciation, and amortization. We believe that EBITDA is a meaningful indicator of operating performance because we use it to measure our ability to service debt, fund capital expenditures, and expand our business. We also use EBITDA, as do analysts, lenders, investors, and others, to evaluate companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization expense, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
Target Hospitality also believes that Adjusted EBITDA is a meaningful indicator of operating performance. Our Adjusted EBITDA reflects adjustments to exclude the effects of additional items, including certain items, that are not reflective of the ongoing operating results of Target Hospitality. In addition, to derive Adjusted EBITDA, we exclude gains or losses on the sale or disposal of depreciable assets and impairment losses because including them in EBITDA is inconsistent with reporting the ongoing performance of our remaining assets. Additionally, the gain or loss on sale or disposal of depreciable assets and impairment losses represents either accelerated depreciation or excess depreciation in previous periods, and depreciation is excluded from EBITDA.
Target Hospitality also presents Discretionary cash flows because we believe it provides useful information regarding our business as more fully described below. Discretionary cash flows indicate the amount of cash available after maintenance capital expenditures for specialty rental assets for, among other things, investments in our existing business.
Adjusted gross profit, EBITDA, Adjusted EBITDA, and Discretionary cash flows are not measurements of Target Hospitality’s financial performance under GAAP and should not be considered as alternatives to gross profit, net income
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or other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as measures of Target Hospitality’s liquidity. Adjusted gross profit, EBITDA, Adjusted EBITDA, and Discretionary cash flows should not be considered as discretionary cash available to Target Hospitality to reinvest in the growth of our business or as measures of cash that is available to it to meet our obligations. In addition, the measurement of Adjusted gross profit, EBITDA, Adjusted EBITDA, and Discretionary cash flows may not be comparable to similarly titled measures of other companies. Target Hospitality’s management believes that Adjusted gross profit, EBITDA, Adjusted EBITDA, and Discretionary cash flows provides useful information to investors about Target Hospitality and its financial condition and results of operations for the following reasons: (i) they are among the measures used by Target Hospitality’s management team to evaluate its operating performance; (ii) they are among the measures used by Target Hospitality’s management team to make day-to-day operating decisions, (iii) they are frequently used by securities analysts, lenders, investors and other interested parties as a common performance measure and to compare results across companies in Target Hospitality’s industry.
The following table presents a reconciliation of Target Hospitality’s consolidated gross profit to Adjusted gross profit:
| | | | | | | | | | | |
| For the Three Months Ended | | For the Six Months Ended | ||||||||
($ in thousands) | June 30, | | June 30, | ||||||||
| 2025 | | 2024 | | 2025 | | 2024 | ||||
Gross Profit | $ | (328) | | $ | 46,870 | | $ | 17,636 | | $ | 95,938 |
Depreciation of specialty rental assets | | 13,584 | | | 14,805 | | | 27,256 | | | 29,586 |
Adjusted gross profit | $ | 13,256 | | $ | 61,675 | | $ | 44,892 | | $ | 125,524 |
The following table presents a reconciliation of Target Hospitality’s consolidated net income (loss) to EBITDA and Adjusted EBITDA:
| | | | | | | | | | | | |
|
| For the Three Months Ended |
| For the Six Months Ended | ||||||||
($ in thousands) | | June 30, | | June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 | | 2024 | ||||
Net income (loss) | | $ | (14,918) | | $ | 18,386 | | $ | (21,377) | | $ | 38,769 |
Income tax expense (benefit) | |
| (2,937) | |
| 6,892 | | | (4,253) | | | 13,035 |
Interest expense, net | |
| 937 | |
| 4,273 | | | 5,266 | | | 8,861 |
Loss on extinguishment of debt | | | — | | | — | | | 2,370 | | | — |
Other depreciation and amortization | |
| 4,082 | |
| 3,908 | | | 8,055 | | | 7,792 |
Depreciation of specialty rental assets | |
| 13,584 | |
| 14,805 | | | 27,256 | | | 29,586 |
EBITDA | |
| 748 | |
| 48,264 | | | 17,317 | | | 98,043 |
| | | | | | | | | | | | |
Adjustments | | | | | | | | | | | | |
Other expense (income), net | |
| (156) | |
| (46) | | | 106 | | | (156) |
Transaction expenses | |
| 702 | |
| 1,922 | | | 3,532 | | | 2,162 |
Stock-based compensation | | | 2,091 | | | 1,336 | | | 3,806 | | | 4,083 |
Change in fair value of warrant liabilities | | | — | | | — | | | — | | | (675) |
Other adjustments | | | 118 | | | 703 | | | 311 | | | 2,409 |
Adjusted EBITDA | | $ | 3,503 | | $ | 52,179 | | $ | 25,072 | | $ | 105,866 |
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The following table presents a reconciliation of Target Hospitality’s Net cash provided by operating activities to Discretionary cash flows:
| | | | | | |
| | For the Six Months Ended | ||||
($ in thousands) | | June 30, | ||||
| | 2025 | | 2024 | ||
Net cash provided by operating activities | | $ | 15,001 | | $ | 89,696 |
Less: Maintenance capital expenditures for specialty rental assets | | | (5,731) | | | (9,387) |
Discretionary cash flows | | $ | 9,270 | | $ | 80,309 |
| | | | | | |
Purchase of specialty rental assets | | | (24,261) | | | (15,918) |
Purchase of property, plant and equipment | | | (650) | | | (261) |
Proceeds from sale of specialty rental assets and other property, plant and equipment | | | — | | | 42 |
Net cash used in investing activities | | $ | (24,911) | | $ | (16,137) |
| | | | | | |
Principal payments on finance and finance lease obligations | | | (1,184) | | | (824) |
Principal payments on borrowings from ABL Facility | | | (51,000) | | | — |
Repayment of 2025 Senior Secured Notes | | | (181,446) | | | — |
Repurchase of Common Stock | | | — | | | (21,137) |
Proceeds from borrowings on ABL Facility | | | 75,000 | | | — |
Distributions paid to noncontrolling interest | | | (126) | | | — |
Proceeds from issuance of Common Stock from exercise of warrants | | | — | | | 3 |
Proceeds from issuance of Common Stock from exercise of options | | | — | | | 1,386 |
Payment of debt extinguishment premium costs | | | (1,814) | | | — |
Taxes paid related to net share settlement of equity awards | | | (973) | | | (2,615) |
Net cash used in financing activities | | $ | (161,543) | | $ | (23,187) |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our principal market risks are our exposure to interest rates and commodity risks.
Interest Rates
We are exposed to interest rate risk through our ABL Facility, which is subject to the risk of higher interest charges associated with increases in interest rates. As of June 30, 2025, we had $24 million of outstanding floating-rate obligations under our credit facilities. These floating-rate obligations expose us to the risk of increased interest expense in the event of increases in short-term interest rates. If floating interest rates increased by 100 basis points, our consolidated interest expense would increase by approximately $0.2 million annually, based on our floating-rate debt obligations in effect as of June 30, 2025.
Commodity Risk
Commodity price fluctuations also indirectly influence our activities and results of operations over the long-term because they may affect production rates and investments by natural resource development companies in the development of commodity reserves.
We have limited direct exposure to risks associated with fluctuating commodity prices. However, both our profitability and our cash flows are affected by volatility in commodity prices. We do not currently hedge our exposure to commodity prices.
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Company’s management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, the Company’s management and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025, at the reasonable assurance level.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various lawsuits, claims and legal proceedings, the majority of which arise out of the ordinary course of business. The nature of the Company’s business is such that disputes occasionally arise with vendors, including suppliers and subcontractors, and customers over contract specifications and contract interpretations among other things. The company assesses these matters on a case-by-case basis as they arise. Reserves are established, as required, based on its assessment of exposure. We have insurance policies to cover general liability and workers’ compensation-related claims. In the opinion of management, the ultimate amount of liability not covered by insurance, if any, under such pending lawsuits, claims and legal proceedings will not have a material adverse effect on its financial condition or results of operations. Because litigation is subject to inherent uncertainties including unfavorable rulings or developments, it is possible that the ultimate resolution of our legal proceedings could involve amounts that are different from our currently recorded accruals, and that such differences could be material.
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Item 1A. Risk Factors
The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s control, and which may cause actual performance to differ materially from historical or projected future performance. For additional information about our risk factors, you should carefully consider the risk factors included in the 2024 Form 10-K, which have not materially changed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Company did not sell any securities during the quarter ended June 30, 2025 that were not registered under the Securities Act of 1933, as amended (the "Securities Act").
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Security Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2025, the following Section 16 officers of the Company adopted a “Rule 10b5-1 trading arrangement” as the term is defined in Item 408(a) of Regulation S-K:
On
On
During the three months ended June 30, 2025, no other director of Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
| ||
Exhibit No. |
| Exhibit Description |
10.1 | | Second Amendment to the Target Hospitality Corp. 2019 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement, filed on April 8, 2025). |
| | |
31.1* | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2* | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1** | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2** | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104 | | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| | |
| | |
* | Filed herewith |
** | The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Target Hospitality Corp. | |
| | |
Dated: August 7, 2025 | By: | /s/ JASON P. VLACICH |
| | Jason P. Vlacich |
| | Chief Financial Officer and Chief Accounting Officer |
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Source:
FAQ
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