PR Newswire | Nov 9, 2020 06:45AM EST

11/09 05:45 CST

Target Hospitality Announces Third Quarter 2020 Results THE WOODLANDS, Texas, Nov. 9, 2020

THE WOODLANDS, Texas, Nov. 9, 2020 /PRNewswire/ -- Target Hospitality Corp. ("Target Hospitality", "Target" or the "Company") (NASDAQ: TH), the largest provider of vertically-integrated specialty hospitality accommodations with premium catering and value-added hospitality services in the U.S., today reported results for the three months ended September 30, 2020.

Financial and Operational Highlights for the Third Quarter 2020

* Revenues of $48.3 million for the three months ended September 30, 2020 as compared to $81.6 million for the same period in 2019 * Net income (loss) of $(7.9) million for the three months ended September 30, 2020, compared to a net income of $9.6 million for the third quarter of 2019 * Basic and diluted (loss) per share of $(0.08) for the three months ended September 30, 2020 * Adjusted EBITDA(1) of $17.0 million, compared to $40.6 million for the third quarter of 2019 * Strong cash generation in a challenging environment, with net cash provided by operating activities of $28.6 million and Discretionary Cash Flow ("DCF") (1) of $27.8 million for the nine months ended September 30, 2020 * Strong balance sheet with liquidity of $64.1 million and net leverage of 4.1 times as of September 30, 2020 * Maintaining focus on utilizing $15 million of third quarter discretionary cash flow to reduce borrowings on the Company's revolving credit facility * Meaningful project activity from TC Energy Corporation's Keystone XL pipeline project, contributing approximately $11.6 million in revenue * Renewed and extended lease and services agreement with CoreCivic, Inc. ("CoreCivic") servicing the South Texas Family Residential Center ("STFRC") for five years, expiring September 2026, securing approximately $265 million in previously uncontracted revenue

Executive Commentary

"As we continue to navigate through a challenging operating environment, Target produced solid third quarter results across our business. We continued to experience positive trends in customer activity levels, providing steady improvement in Target's operating metrics, from lows experienced during the second quarter, including occupancy and utilization. These trends, along with the Company's contract structure, including exclusivity, allowed us to benefit from improving customer demand for our premium accommodations across our network. Further, Target is benefiting from the cost reduction initiatives it outlined early in the second quarter, which have created a leaner and more efficient operating structure. This has allowed Target to meet the increase in accommodation demand with little incremental cost, resulting in margin expansion during the quarter. As these trends materialized, we maintained our heightened focus on preserving our financial strength, evidenced by our strong cash generation and disciplined capital allocation, providing the ability to reduce our outstanding borrowings by $15 million during the quarter," stated Brad Archer, President and Chief Executive Officer.

"While we remain encouraged by the increase in demand for our services offerings and continued stabilization in customer activity levels, we are cognizant that the economic recovery remains fragile. The pace of the global demand recovery remains volatile and could be slowed, or paused, if the persistent global pandemic results in heightened restrictions being reimplemented on resurging economic activity. Amidst these market uncertainties, we remain focused on maintaining our strong financial position with an emphasis on preserving our liquidity position. Targets premium accommodation network has achieved substantial scale within our operating areas, allowing us to reduce capital spending and continue generating meaningful cash flow from operations over the long term," concluded Mr. Archer.

Financial Results

Third QuarterSummary Highlights

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



For the Three Months Ended ($ in '000s, except ADR and per share amounts) September 30, 2020 September 30, 2019

Revenue $48,263 $81,643

Net income (loss) $(7,870) $9,569

Earnings (loss) per share - basic and diluted $(0.08) $0.10

Adjusted EBITDA $17,010 $40,610

Average daily rate (ADR) $81.28 $80.80

Average utilized beds 4,823 10,340

Utilization 36 % 83 %

Revenue for the three months ended September 30, 2020 was $48.3 million compared to $81.6 million for the same period in 2019. The revenue decrease was primarily driven by a reduction in energy end-market customer activity as a result of the COVID-19 pandemic, which has created a meaningful reduction in global demand and caused significant volatility in commodity prices. These decreases were offset by increased activity associated with TC Energy Corporation's ("TCPL") project, which contributed approximately $11.6 million in revenue in the third quarter of 2020. Net loss for the three months ended September 30, 2020 was $7.9 million, compared to net income of $9.6 million for the same period in 2019.

Adjusted EBITDA was $17.0 million for the three months ended September 30, 2020 compared to $40.6 million for the same period in 2019.

ADR increased by $0.48 to $81.28 for the three months ended September 30, 2020 compared to the same period in 2019. Average utilized beds and utilization were 4,823 and 36%, respectively, for the three months ended September 30, 2020.

Capital Management

The Company had less than $1.0 million of capital expenditures, including maintenance capital, for the three months ended September 30, 2020. Target has established a premium network with substantial scale within its core operating regions. This scale allows Target to service increasing demand for its hospitality and accommodation services with minimal capital spending, supporting strong margins and cash flow generation. Target anticipates total capital spending to be less than $1.0 million through the remainder of 2020.

As of September 30, 2020, the Company had $9.1 million of cash and cash equivalents, and $410 million in gross amount of total long-term debt, which included $340 million in aggregate principal amount of senior secured notes due March 2024 and borrowings of $70 million under the Company's $125 million revolving credit facility. The Company had consolidated net leverage of 4.1 times, as defined under its credit facility.

Business Update

Target continued to see steady improvements in its operating metrics during the third quarter, as customer activity levels stabilized and demand for its Permian Basin accommodations increased. Target anticipates these trends will continue, at a moderated pace, through the rest of the year and into 2021 providing persistent stabilizing fundamentals. However, as market uncertainty remains Target will also be focused on maintaining financial strength through balance sheet flexibility and ongoing debt reduction.

Target has executed a five-year renewal and extension of its government services contract with CoreCivic, servicing the STFRC. The five-year extension will expire September 30, 2026 and adds approximately $265 million in committed revenue, at the current facilities and catering services rate, over the contract term. The combination of this government services contract renewal with CoreCivic and recent contract modifications has added, in the aggregate, over $325 million in committed revenue from 2021 into 2026.

Targets core business remains strong, and its customer base and contract structure, including exclusivity, have allowed the Company to take advantage of stabilizing market trends that reflect an increased demand for its premium hospitality and accommodation services. These trends support the Company's revised 2020 financial outlook. As a result, the Company is reiterating its previously issued revised 2020 financial outlook of:

* Total revenue between $207 and $212 million * Adjusted EBITDA(1) between $67 and $72 million * Total capital spending between $8 and $12 million, excluding acquisitions * Discretionary Cash Flow between $27 and $32 million

Target anticipates limited activity related to the TCPL project for the remainder of 2020, as a result the revised 2020 revenue outlook excludes additional revenue related to this project for the remainder of 2020.

Recent Developments

On November 5, 2020 Target announced that the Board of Directors of Target Hospitality ("the Board") has received an unsolicited non-binding proposal from Arrow Holdings S. r.l. ("Arrow"), an affiliate of TDR Capital LLP ("TDR"), to acquire all of the outstanding shares of common stock of Target Hospitality that are not owned by any of Arrow, any investment fund managed by TDR or their respective affiliates, for cash consideration of $1.50 per share (the "Proposal").

The Board intends to establish a special committee of independent directors with its own independent advisors to review the Proposal (the "Special Committee").

The Board has just received the Proposal and neither the Board nor the Special Committee has had an opportunity to carefully review and evaluate the Proposal or make any decision with respect to the Company's response to the Proposal. There can be no assurance that any agreement with respect to the proposed transaction will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

Segment Results - Third Quarter 2020

Permian Basin

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

For the Three Months Ended ($ in '000s, except ADR)September 30, 2020 September 30, 2019

Revenue $ 18,968 $ 56,524

Adjusted gross profit^(1) $ 8,606 $ 33,285

Adjusted gross profit margin^(1) 45 % 59 %

Average daily rate (ADR) $ 89.56 $ 84.20

Average utilized beds 2,277 6,994

Utilization 24 % 81 %

Revenue for the three months ended September 30, 2020 was $19.0 million compared to $56.5 million for the same period in 2019. Revenue decreased primarily due to lower utilization as a result of significant volatility in crude oil prices leading to a sharp reduction in customer activity. ADR increased by $5.36, to $89.56 compared to the same period in 2019.

Adjusted gross profit margin was 45% for the three months ended September 30, 2020.

Bakken Basin

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



For the Three Months Ended ($ in '000s, except ADR)September 30, 2020 September 30, 2019

Revenue $ 1,154 $ 6,019

Adjusted gross profit^(1) $ 87 $ 2,895

Adjusted gross profit margin^(1) 8 % 48 %

Average daily rate (ADR) $ 98.11 $ 77.40

Average utilized beds 127 771

Utilization 12 % 76 %

Revenue for the three months ended September 30, 2020 was $1.2 million compared to $6.0 million for the same period in 2019. The decrease was attributable to select communities remaining closed in the Bakken since May 2020, as a result of the significant volatility in crude oil prices leading to a sharp reduction in customer activity. The Company has begun to reopen lodges in the Bakken to service increased customer demand.

Government

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



For the Three Months Ended ($ in '000s, except ADR)September 30, 2020 September 30, 2019

Revenue $ 16,264 $ 16,830

Adjusted gross profit^(1) $ 13,213 $ 12,817

Adjusted gross profit margin^(1) 81 % 76 %

Average daily rate (ADR) $ 72.27 $ 74.50

Average utilized beds 2,400 2,400

Utilization 100 % 100 %

Revenue for the three months ended September 30, 2020 was $16.3 million. Average available beds of 2,400 were fully utilized for the three months ended September 30, 2020, with an ADR of $72.27. Target has executed a five-year renewal and extension with CoreCivic of its government services contract, servicing the STFRC. The five-year extension will expire September 30, 2026 and adds approximately $265 million in committed revenue over the contract term.

All Other

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



For the Three Months Ended ($ in '000s)September 30, 2020 September 30, 2019

Revenue $ 11,877 $ 2,270

Adjusted gross profit $ 1,807 $ 781

Adjusted gross profit margin 15 % 34 %

This segment's operations consist primarily of revenue from the construction phase of the TCPL project as well as vertically integrated specialty rental and hospitality services revenue not included in our other segments. Revenue for the three months ended September 30, 2020 was $11.9 million compared to $2.3 million for the same period in 2019. Revenue increased as a result of the significant increase in activity associated with the TCPL project.

As a result of the continued uncertainty of the scope and timing of the TCPL project, the Company anticipates minimal activity associated with this project in the fourth quarter of 2020.

Conference Call

The Company has scheduled a conference call for November 9, 2020 at 8:00 a.m. Central Time (9:00 am Eastern Time) to discuss the third quarter 2020 results.

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

Domestic: 1-888-317-6003

International: 1-412-317-6061

Passcode: 1529022

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

About Target Hospitality

Target Hospitality is the largest provider of vertically integrated specialty rental accommodations and value-added hospitality services in the United States. Target Hospitality builds, owns and operates customized housing communities for a range of end users, and offers a full suite of cost-effective hospitality solutions including culinary, catering, concierge, laundry and security services as well as recreational facilities. Target Hospitality primarily serves the energy and government sectors and its growing network of communities is designed to maximize workforce productivity and satisfaction.

Cautionary Statement Regarding Forward Looking Statements

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

(1)Non-GAAP Financial Measures

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

This press release also contains forward-looking non-GAAP financial measures including Adjusted EBITDA and DCF. Reconciliations of these forward-looking measures to their most directly comparable GAAP financial measures are unavailable to Target Hospitality without unreasonable effort. We cannot provide reconciliations of forward-looking Adjusted EBITDA or DCF to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort. Although we provide a range of Adjusted EBITDA and DCF that we believe will be achieved, we cannot accurately predict all the components of the Adjusted EBITDA and DCF calculation. Target Hospitality provides Adjusted EBITDA and DCF guidance because we believe that these measures, when viewed with our results under GAAP, provides useful information for the reasons noted below.

Definitions:

Target Hospitality defines Adjusted gross profit, as Gross profit plus depreciation of specialty rental assets and loss on impairment. Target Hospitality defines Adjusted gross profit margin as Adjusted gross profit divided by total revenue for the same period.

Target Hospitality defines EBITDA as net income (loss) before interest expense and loss on extinguishment of debt, income tax expense (benefit), depreciation of specialty rental assets, and other depreciation and amortization. Adjusted EBITDA reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what management considers transactions or events not related to its core business operations:

* Other expense (income), net: Other expense (income), net includes consulting expenses related to certain projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, involuntary asset conversions, COVID-19 related expenses, and other immaterial non-cash charges. * Currency (gains) losses, net: Foreign currency transaction gains and losses. * Restructuring costs: Target Parent incurred certain costs associated with restructuring plans designed to streamline operations and reduce costs. * Transaction expenses: Target Hospitality incurred certain transaction costs, including legal and professional fees, associated with the Business Combination. Such amounts were funded by proceeds from the Business Combination. The current period primarily included residual tax advisory filing related expenses associated with the Business Combination. * Acquisition-related expenses: Target Hospitality incurred certain transaction costs associated with the acquisition of Superior. * Officer loan expense: Non-cash charge associated with loans to certain executive officers of the Company that were forgiven and recognized as selling, general, and administrative expense upon consummation of the Business Combination. Such amounts are not expected to recur in the future. * Target Parent selling, general and administrative costs: Target Parent incurred certain costs in the form of legal and professional fees as well as transaction bonus amounts, primarily associated with a restructuring transaction that originated in 2017. * Stock-based compensation: Non-cash 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. * Other adjustments: System implementation costs, including primarily non-cash amortization of capitalized system implementation costs, claim settlement, business development, accounting standard implementation costs and certain severance costs.

Target Hospitality defines Discretionary cash flow as cash flow from operations less maintenance capital spending for specialty rental assets.

Utility and Purposes:

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

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

Adjusted gross profit, Adjusted gross profit margin, DCF and Adjusted EBITDA are not measurements of Target Hospitality's financial performance under GAAP and should not be considered as alternatives to Net income (loss), Gross profit, Earnings per share, Net cash provided by operating activities, or other performance measures derived in accordance with GAAP. In addition, these non-GAAP measures may not be comparable to similarly titled measures of other companies. Target Hospitality's management believe that Adjusted gross profit, Adjusted gross profit margin, DCF and Adjusted EBITDA provide useful information to investors about Target Hospitality and its financial condition and results of operations for the following reasons: (i) they are among the measures used by Target Hospitality's management team to evaluate its operating performance; (ii) they are among the measures used by Target Hospitality's management team to make day-to-day operating decisions, (iii) they are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results across companies in Target Hospitality's industry.

Investor Contact:

Mark Schuck(832) 702 - 8009ir@targethospitality.com

Exhibit 1



Target Hospitality Corp.

Consolidated Statements of Comprehensive Income (Loss)

($ in thousands, except per share amounts)

(unaudited)



Three Months Ended Nine Months Ended

September 30, September 30,

2020 2019 2020 2019

Revenue

Services income $24,331 $64,189 $103,526 $185,094

Specialty rental income 12,827 14,230 42,379 43,103

Construction fee income 11,105 3,224 27,634 16,786

Total revenue 48,263 81,643 173,539 244,983

Costs

Services 21,990 29,470 82,456 91,215

Specialty rental 2,560 2,395 6,864 7,203

Depreciation of specialty rental assets 11,995 11,222 37,158 31,083

Gross profit 11,718 38,556 47,061 115,482

Selling, general and administrative 8,508 11,141 28,599 66,817

Other depreciation and amortization 4,341 4,021 12,555 11,600

Restructuring costs - - - 168

Currency gains, net - (77) - (77)

Other expense (income), net (183) 440 (752) 279

Operating income (loss) (948) 23,031 6,659 36,695

Loss on extinguishment of debt - - - 907

Interest expense, net 9,913 10,172 30,113 24,056

Income (loss) before income tax (10,861) 12,859 (23,454) 11,732

Income tax expense (benefit) (2,991) 3,290 (5,187) 5,562

Net income (loss) (7,870) 9,569 (18,267) 6,170

Other comprehensive income (loss)

Foreign currency translation 89 80 23 (64)

Comprehensive income (loss) $(7,781) $9,649 $(18,244) $6,106



Weighted average number shares outstanding - basic and diluted 96,138,459 100,102,641 95,997,647 93,378,332



Net income (loss) per share - basic and diluted $(0.08) $0.10 $(0.19) $0.07

Exhibit 2



Target Hospitality Corp.

Condensed Consolidated Balance Sheet Data

($ in thousands)

(unaudited)



September 30, December 31,

2020 2019

Assets

Cash and cash equivalents $ 9,102 $ 6,787

Accounts receivable, less allowance for doubtful accounts 33,546 48,483

Other current assets 5,830 5,525

Total current assets $ 48,478 60,795



Specialty rental assets, net 323,109 353,695

Goodwill and Other intangibles, net 147,827 158,904

Other non-current assets 32,079 27,398

Total assets $ 551,493 $ 600,792



Liabilities

Accounts payable $ 8,191 $ 7,793

Deferred revenue and customer deposits 6,895 16,809

Other current liabilities 18,027 36,319

Total current liabilities 33,113 60,921



Long-term debt, net 325,632 323,258

Revolving credit facility 70,000 80,000

Other non-current liabilities 14,988 13,211

Total liabilities 443,733 477,390



Stockholders' equity

Common stock and other stockholders' equity 88,314 85,687

Accumulated earnings 19,446 37,715

Total stockholders' equity 107,760 123,402

Total liabilities and stockholders' equity $ 551,493 $ 600,792

Exhibit 3



Target Hospitality Corp.

Condensed Consolidated Cash Flow Data

($ in thousands)

(unaudited)



For the Nine Months Ended

September 30,

2020 2019



Cash, cash equivalents and restricted cash - beginning of period $6,839 $12,451



Cash flows from operating activities

Net (loss) income (18,267) 6,170

Adjustments:

Depreciation 38,636 31,944

Amortization of intangible assets 11,077 10,739

Other non-cash items 2,472 11,061

Changes in operating assets and liabilities (5,326) (15,837)

Net cash provided by operating activities $28,592 $44,077



Cash flows from investing activities

Purchases of specialty rental assets (11,601) (74,002)

Purchase of business - (30,000)

Other investing activities 1,313 870

Net cash used in investing activities $(10,288)$(103,132)



Cash flows from financing activities

Other financing activities (16,027) 50,327

Net cash (used in) provided by financing activities $(16,027)$50,327



Effect of exchange rate changes on cash, cash equivalents and restricted cash (14) (17)



Change in cash, cash equivalents and restricted cash 2,263 (8,745)



Cash, cash equivalents and restricted cash - end of period $9,102 $3,706

Exhibit 4



Target Hospitality Corp.

Reconciliation of Gross profit to Adjusted gross profit and Adjusted gross profit margin

($ in thousands)

(unaudited)



For the Three Months For the Nine Months Ended Ended September 30, September 30,

2020 2019 2020 2019

Total Revenue $48,263 $81,643 $173,539 $244,983



Gross Profit $11,718 $38,556 $47,061 $115,482



Adjustments:

Depreciation of specialty rental assets 11,995 11,222 37,158 31,083

Adjusted gross profit $23,713 $49,778 $84,219 $146,565



Adjusted gross profit margin 49% 61% 49% 60%

Exhibit 5



Target Hospitality Corp.

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

($ in thousands)

(unaudited)



For the Three Months EndedFor the Nine Months Ended

September 30, September 30,

2020 2019 2020 2019



Total Revenue $48,263 $ 81,643 $173,539 $244,983



Net income (loss) $(7,870) $ 9,569 $(18,267) $6,170

Income tax expense (benefit) (2,991) 3,290 (5,187) 5,562

Interest expense, net 9,913 10,172 30,113 24,056

Loss on extinguishment of debt - - - 907

Other depreciation and amortization 4,341 4,021 12,555 11,600

Depreciation of specialty rental assets 11,995 11,222 37,158 31,083

EBITDA $15,388 $ 38,274 $56,372 $79,378



Adjustments

Other expense (income), net 99 723 94 1,141

Restructuring costs - - - 168

Currency gains, net - (77) - (77)

Transaction expenses 26 35 382 38,028

Acquisition-related expenses - 67 - 370

Officer loan expense - - - 1,583

Target Parent selling, general, and administrative costs - - - 246

Stock-based compensation 886 433 2,808 643

Other adjustments 611 1,155 3,071 1,664

Adjusted EBITDA $17,010 $ 40,610 $62,727 $123,144

Exhibit 6



Target Hospitality Corp.

Reconciliation of Net cash provided by operating activities to Discretionary cash flows

($ in thousands)

(unaudited)



For the Nine Months Ended

September 30,

2020 2019

Net cash provided by operating activities $ 28,592 $ 44,077

Less: Maintenance capital expenditures for specialty rental assets (766) (1,409)

Discretionary cash flows $ 27,826 $ 42,668



Purchase of specialty rental assets (11,601) (74,002)

Purchase of property, plant and equipment (182) (154)

Purchase of business, net of cash acquired - (30,000)

Repayments from affiliates - 638

Receipt of insurance proceeds 619 386

Proceeds from sale of specialty rental assets and other property, plant and 876 - equipment

Net cash provided by (used in) investing activities $ (10,288)$ (103,132)



Proceeds from borrowings on Senior Secured Notes, net of discount - 336,699

Principal payments on finance and capital lease obligations (10,654) (1,970)

Proceeds from borrowings on finance and capital lease obligations 10,151 -

Principal payments on borrowings from ABL (52,500) (32,790)

Proceeds from borrowings on ABL 42,500 82,240

Repayment of affiliate note - (3,762)

Contributions from affiliate - 39,107

Recapitalization - 218,752

Recapitalization - cash paid to Algeco Seller - (563,134)

Payment of deferred financing costs - (19,799)

Restricted shares surrendered to pay tax liabilities (206) (57)

Purchase of treasury stock (5,318) (4,959)

Net cash provided by (used in) financing activities $ (16,027)$ 50,327

View original content: http://www.prnewswire.com/news-releases/target-hospitality-announces-third-quarter-2020-results-301168203.html

SOURCE Target Hospitality