Download - TH Investor Presentation · Investor Presentation December 2019. Disclaimer Investor Presentation | 2 Cautionary Statement Regarding Forward-Looking Statements This presentation contains

Investor PresentationDecember 2019

Disclaimer

Investor Presentation | 2

Cautionary Statement Regarding Forward-Looking StatementsThis presentation contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements.” You can identifythese statements by the fact that they do not relate strictly to historical or current facts. Management cautions that any or all of Target Hospitality’s forward-looking statements may turn out to bewrong. Please read Target Hospitality’s annual, quarterly and current reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, includingPlatinum Eagle Acquisition Corp.’s 2018 Form 10-K filed on February 28, 2019, Form 8-K filed on March 21, 2018, and first, second and third quarter 2019 Form 10-Qs for additional informationabout the risks, uncertainties and other factors affecting these forward-looking statements and Target Hospitality generally. Target Hospitality’s actual future results may vary materially from thoseexpressed or implied in any forward-looking statements. All of Target Hospitality’s forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements andany other cautionary statements that may accompany such forward-looking statements. In addition, Target Hospitality disclaims any obligation to update any forward-looking statements to reflectevents or circumstances after the date hereof.

Non-GAAP Financial MeasuresThis presentation contains non-GAAP financial measures including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted free cash flow. Reconciliations of these historical measuresto 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 set forth inour earnings press release for the third quarter 2019, which is available on our website free of charge at www.TargetHospitality.com.

Information reconciling forward-looking Adjusted EBITDA to GAAP financial measures is unavailable to Target Hospitality without unreasonable effort. We cannot provide reconciliations of forward-looking Adjusted EBITDA 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 provisionfor 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 suchforward-looking financial statements are unavailable to us without unreasonable effort. Although we provide a range of Adjusted EBITDA that we believe will be achieved, we cannot accuratelypredict all the components of the Adjusted EBITDA calculation.

Combined Pro Forma Financial InformationThis presentation contains combined pro forma financial information, including revenues and Adjusted EBITDA calculated as: (i) the results of Algeco Us Holdings LLC (“Target Parent”) and ArrowParent Corp. (“Signor Parent”) (combined) for the year ended December 31, 2018, plus (ii) the results of Signor for the period from January 1, 2018 through September 6, 2018, in each case,without giving effect to the business combination and related transactions. We identify combined pro forma financial information in this presentation as ‘‘combined pro forma’’ or as prepared on a‘‘combined pro forma basis.’’ As Signor was acquired on September 7, 2018 and the audited combined financial statements of Target Parent and Signor Parent do not reflect the historical operationsof Signor for the period January 1, 2018 through September 6, 2018, the summary combined pro forma financial information is presented to reflect combined financial information as if Signor hadbeen acquired as of January 1, 2018, to present the results of operations of Target Parent, Signor Parent, and Signor on a combined pro forma basis for the full year of 2018, without giving effect tothe business combination and related transactions. No additional adjustments have been made to the historical financials of Target Parent, Signor Parent, or Signor for purposes of presenting suchcombined pro forma financial information. The combined pro forma financial information in this presentation is for informational purposes only and should be read in connection with the historicalconsolidated financial statements and related notes of Target Parent and Signor Parent (combined) and Signor for the applicable periods. The combined pro forma financial information in thispresentation does not purport to project our future financial position or operating results. Combined Pro forma financial information does not include the predecessor period of other companiesacquired after September 7, 2018.

http://www.targethospitality.com/

Permian8,611

Bakken1,017

Government2,400

Other457

Target Hospitality (NASDAQ: TH)Nation’s largest vertically-integrated specialty rental and value-added hospitality services provider

Largest provider of turnkey specialty rental units Key differentiating attributes Target Hospitality is the largest vertically integrated specialty rental and

hospitality services company in the United States TH owns an extensive network of geographically relocatable specialty

rental assets with 12,485 average available beds across 25 locations TH leverages a large network with increased visibility from locked-in

guaranteed payment contracts and exclusivity provisions

North U.S.4 Sites1,017 Avg. Available Beds

TH served basins

Largest network(1)1

Premier customers with exclusive long-term relationships

Premium in-house catering + value-added hospitality services

Strategically located network creates scale and flexibility that continues to drive growth & profitability

Long-standing and exclusive customer relationships; > 3 years wtd. avg. contract duration drives visibility2

3 > 90% contract renewal rates; customer pull drives favorable pricing and long-term trusting partnerships

Permian63%Bakken

7%

Government20%

Other(5)

11%

12,485$341.1M

(1) Management estimate(2) Includes communities located in the Permian and Anadarko basins(3) As calculated on a combined pro forma basis which includes revenue from Signor Parent for preceding four quarters as of September 30, 2019(4) “Other” segment operations consist primarily of revenue from the construction phase of the contract with TransCanada Pipelines as well as specialty rental and vertically integrated hospitality services revenue from customers in the oil and gas industry located outside of the Permian and Bakken basins

LTM Total Revenue(3) Average Available Beds

South U.S.(2)

20 lodge sites / 9,068 avg. available bedsFamily residential center / 2,400 avg. available beds

Note: % do not foot due to rounding


Differentiated, value-added business model

Largest(1) network serving … … premier customers through exclusive LT relationships with …

… premium in-house catering + value-added hospitality services

2

(1) Management estimate

TARGET 12WHAT WE PROVIDEYOUR WORKERS

OFF THE CLOCK

FOOD

REST

CONNECTION

WELLNESS

COMMUNITY

HOSPITALITY

01

02

03

04

05

06

07

08

09

10

11

12

ENGAGEMENT

SAFETY

LOYALTY

PRODUCTIVITY

PREPAREDNESS

ENHANCES THEIRPERFORMANCE

ON THE CLOCK

PERFORMANCE

1 3


Long-standing relationships with diversified, blue-chip customers

Diversified customer base includes largest, blue-chip, investment grade oil & gas and integrated energy companies– Encompass full oil & gas value chain, including upstream, midstream, downstream, contractors and other sector participants

Long term growth strategy weighted towards customers who secure quality accommodations for their employees over multi-year horizons and who value TH’s scale and broad offering via its extensive network of communities

> 90% contract renewal rates demonstrate strength of customer relationships with aligned customers

Government 20%

Energy 80%

Government 20%

Energy 80%

$341.1M


(1) As calculated on a combined pro forma basis which includes revenue from Signor Parent for preceding four quarters as of September 30, 2019

LTM Total Revenue(1)

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Consistent track record of profitable growth


$173.0 $301.8 $341.1

2017 2018 LTM 3Q-19

$99.0 $171.7 $196.4

2017 2018 LTM 3Q-19

$79.9

$149.6 $166.9

2017 2018 LTM 3Q-19

$64.0

$126.6 $152.8

2017 2018 LTM 3Q-19

Revenue Adjusted gross profit(1)

Adjusted EBITDA(1)

US$, in millions

US$, in millions

US$, in millions

US$, in millions

Adjusted free cash flow(1)

+47% CAGR

+48% CAGR

+52% CAGR

+64% CAGR

Note: All figures calculated on a combined pro forma basis which includes results of Signor Lodging for all periods presented(1) Adjusted gross profit, Adjusted EBITDA, and Adjusted free cash flow are non-GAAP measures; see appendix to this presentation for reconciliation to GAAP measures and calculations on a Last Twelve Month (LTM) basis as of September 30, 2019

(1) Reflects pro forma 2019 exit run-rate average available beds, which includes available beds at new communities in Carlsbad, NM and Delaware Basin that became operational in 3Q-2019

Recent growth initiatives and milestones


May 7, 2019Announces a new 200-bed

community for a major, integrated E&P customer

(Delaware Basin)

February 26, 2019Announces a new 400-bed community in Carlsbad, NM

anchored by a major producer (Delaware Basin)

March 15, 2019Target Hospitality

goes public

July 1, 2019Acquires Midland community

from ProPetro (168 beds)

June 25, 2019Expands capacity by 200 beds

at two new Delaware Basin communities

June 19, 2019Acquires 3 communities from Superior Lodging (575 beds)

M&AOrganic

January 31, 2019Renews and expands

several multi-year contracts

Available Beds(1): 6,770 11,825 11,560 11,930 12,70512,505 12,873

September 7, 2018Acquires Signor

Lodging

Large and growing addressable market…

…captured by Target Network

Delaware Shale

Midland Shale

Carlsbad, NM

Odessa, TX

Midland, TX


Significant opportunity in the Southwestern U.S.

Significant market opportunity to disrupt inferior lodging alternatives such as extended stay hotels, motels and RV parks; primarily driven by energy industry– >$1.0 billion market opportunity in the Permian alone

Provide comprehensive turnkey solution at reduced price including security, catering and hospitality

Additional market growth in government and large-scale projects

Power of network effect provides geographic flexibility critical to customer base

Installed customer base engaged through long-term exclusive contracts

Long-term exclusive contracts enhance resiliency through future oil price cycles

TH has grown market share to ~20% today from ~2% in 2015

>$1.0 billion market opportunity in Permian alone

May 2019

Jun 2019

Jun 2019

Feb 2019

+100Beds

Carlsbad, NM (Seven Rivers)

Growth strategy #1: Strategic asset optimization


New Communities

CommunityExpansions

Commercial Enhancements

Open new communities to meet customer demand in new locations

Supported by customer contracts that deliver Target Hospitality’s returns

Deliver comprehensive offering to all communities

Increase occupancy and utilization

Commercial pricing initiatives

Enterprise supply / demand optimization

Expand existing communities to meet growing customer demand

Leveraging initial fixed community investment, resulting in lower incremental cost per room

200Beds

Delaware Basin – Orla, TX (El Capitan)

+100Beds

400Beds

3Q-19

ONLINE

3Q-19

ONLINE

4Q-19

ONLINE

4Q-19

ONLINE

Run-Rate EBITDA

Proven value creation underpinned by compelling unit economics(1)


450

365

x

x

x

=

Available Beds*

Days

Utilization

Average Daily Rate

$12 – $14 millionRun-Rate Revenue

Contribution Margin

Run-Rate Revenue

=

x

Initial Investment

$12 – $14 million

85% to

90% ~50%

Contribution margin of community expansions is typically higher than new builds

$25 million

Projects online in 120-150 days Initial investment underwritten

by customer contracts

$6 – $7 million

* Total Beds = 500(Available Beds excludes employee beds)

$85 to

$95

Incremental capital outlay: initial investment underwritten by customer contracts Leverage current assets: expansions require substantially less investment and can leverage already in-place fixed costs Free cash flow generation: $1.0 of revenue results in ~$0.49 of adjusted free cash flow with maintenance capital at ~1% of revenue

Note: Illustrative example with capex assumed for new build only; expansions of current sites can often be done at better economics.(1) This is an illustration of a potential outcome on a mid-case opportunity. Such outcome is not guaranteed and is subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which

are beyond the control of the Company and its management. Actual results will vary, and those variations may be material. Nothing in this presentation should be regarded as a representation that this outcome will be achieved.

Growth strategy #2: Create scale and diversity


Target Hospitality is executing on its acquisition growth plan… …and continues to evaluate attractive growth prospects within existing end markets

Realized an average EV/EBITDA multiple of ~3.3x(1) on over $300 million in acquisition growth capital deployed since 2017

Network effect leveraging existing footprint

Enhance scale and density in key geographies

Add / expand customer relationships

Synergy opportunities from value-added premium catering and hospitality services and revenue optimization tools

Actively monitor opportunity pipeline:

– Rigorous target evaluation

– Leverage industry expertise

– Buy vs. Build analysis

Disciplined acquisition strategyProven track record of accretive acquisitions

Buyer of choice

(1) Realized EV/EBITDA multiple is calculated as purchase price paid (net of debt assumed/cash acquired) and expansion/improvement capital expenditures to achieve transaction synergies divided by annualized run-rate EBITDA including synergies

2019Target Hospitality merges with Platinum Eagle Acquisition Corp.

Acquires three communities from Superior Lodging (575 beds)

Acquires one community from ProPetro (168 beds)

2018Target Hospitality formed via merger of Target Lodging and RL Signor

2017Acquires Iron Horse Ranch (~1,000 beds)Acquires Black Gold Lodging community (~200 beds)

Diversification case study: GovernmentTH commercial model is applicable to end markets beyond Energy

Contractual revenue and earnings stream with predictable future capital needs

Leverages TH core competencies in delivering value-added catering services through specialty rental accommodations

Robust cash generation and has diversification benefits – no correlation with energy end-market


South Texas Family Residential Center (STFRC) established in 2014 in Dilley, Texas

2,400 average available beds with multi-year lease through 2021– Fulfilling key government need to house asylum-seeking women and

children family units

TH is a sub-contractor to CoreCivic– TH leases specialty rental assets to CoreCivic and provides catering

and facility maintenance services only – CoreCivic provides admission processing, programming, and all other

contracted services for the residents

Paths to driving shareholder value

Invest in growth

Organic & acquisitionsMinimal maintenance capex(1)

Line of sight on organic 10-20% potential additional beds (through 2021)

1Deploy balance sheet

$410.0 million debt(2)

Net leverage of 2.4x(3)

Opportunistic use to support high shareholder return initiatives

2Return capital

Maximize ROIC(4)

Authorized $75 million stock repurchase program

• Tax-efficient capital return• Addresses valuation dislocation• Executing while investing in growth

Continue to retain optionality

3

(1) Maintenance capital expenditures at ~1% of total revenues for 2019E(2) Gross amount of total long-term debt, including $340.0 million of aggregate principal amount of 9.5% Senior Secured Notes due March 2024 and $70 million drawn under the $125 million asset-based revolving credit facility as of September 30, 2019(3) Net leverage as presented is defined as gross amount of total long-term debt (including drawn amount under the asset-based revolving credit facility) minus total cash and cash equivalents divided by pro forma LTM Adjusted EBITDA as of September 30, 2019(4) ROIC = Return On Invested Capital, defined as net operating profit after taxes divided by total invested capital

Continue to allocate capital in a disciplined manner to maximize shareholder value


Well capitalized balance sheet provides flexibility

($ in millions) Interest Rate Maturity Carrying Value(as of September 30, 2019)

Senior secured notes, aggregate principal amount(1) 9.5% March 2024 $ 340.0

ABL revolving credit facility(2) Varies September 2023 $ 70.0

Total long-term debt, gross amount $ 410.0

Less: Cash and cash equivalents $ 3.5

Net debt(3) $ 406.5

Combined pro forma LTM Adjusted EBITDA(4) $ 166.9

Net leverage(5) ~2.4x

Total available liquidity(6) $ 58.5

(1) Excludes unamortized deferred financing costs and unamortized original issue discount(2) Total borrowing capacity under the asset-based revolving credit facility is $125.0 million(3) Net debt is a non-GAAP measure calculated as gross amount of total long-term debt less cash and cash equivalents, as calculated in the table above on this slide (4) As calculated on a combined pro forma basis which includes revenue from Signor Parent for preceding four quarters as of September 30, 2019; see appendix to this presentation for a reconciliation(5) Net leverage as presented is defined as gross amount of total long-term debt (including drawn amount under the asset-based revolving credit facility) minus total cash and cash equivalents divided by pro forma LTM Adjusted EBITDA as of September 30, 2019(6) Total available liquidity as presented is defined as total cash and cash equivalents plus available borrowing capacity under the asset-based revolving credit facility



Full Year 2019E

Total Revenue $318 to $328 million

Adjusted EBITDA(1) $157 to $162 million

Assumptions:

SG&A, ex. charges and credits $32 to $34 million

Net capital expenditures $80 to $90 million

2019E Financial Outlook (as updated on November 13, 2019)

(1) Information reconciling forward-looking Adjusted EBITDA to GAAP financial measures is unavailable to the Company without unreasonable effort, and therefore, no reconciliation to the most comparable GAAP measures is provided for 2019E Financial Outlook

Key investment highlights

Market Leader in Strategically Located Geographies1

Long-Standing Relationships with Diversified Blue-Chip Customers2

Multi-Year Contracts and Exclusivity Produce Highly Visible, Recurring Revenue3

Proven Performance and Resiliency Through the Cycle4

Long-Lived Assets with Best-in-Class Unit Economics5

Robust Free Cash Generation Supported by Minimal Maintenance Capex Spend6


3Q 2019 Financial Results

Revenue ($ in millions) Adjusted EBITDA ($ in millions) Avg. available & utilized beds Average daily rate (ADR)

3Q 2019 Highlights


Solid operational performance

Strong financial performance

Disciplined growth execution

Shareholder returns initiated

Over 13,000 total beds with greater than 10,000 utilized beds

Adjusted EBITDA margin remained strong at ~50%

2 new communities became operational as planned

$75.0 million stock repurchase authorization

Integration of Superior Lodging and ProPetro communities progressing according to plan

Strong cash generation$42.6 million cash from operations ex. cash interest paid of $17.1 million

Expansion activities for an additional 200 beds on track

Repurchased shares for ~$13.1 million as of November 12th Represents 17.5% of $75.0 million repurchase authorization

3Q 18 3Q 193Q 18 3Q 19

$50.7 $56.5

$7.4 $6.0 $16.9 $16.8

3Q 18 3Q 19

$77.3 $81.6

3Q 18 3Q 19

51.6%Adj. EBITDA

margin

49.7%Adj. EBITDA

margin

10,340Utilized Beds

9,955Utilized Beds

11,825 12,485

Total Company, combined pro forma(1) basis

$39.9 $40.6$78.1

$80.8

Permian Basin Bakken BasinGovernment All Other

(1) Includes results of Signor for the full quarter 3Q 2018

3Q 2019 Financial Highlights

(1) Includes results of Signor from September 7, 2018 onward in 3Q 2018 for as-reported, and results of Signor for the full quarter 3Q 2018 for combined pro forma figures(2) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures; see appendix to this presentation for a reconciliation to the most comparable GAAP measures(3) Excludes $30 million for the acquisition of Superior Lodging, but includes $5 million for the acquisition of the Midland, TX community from ProPetro(4) ADR = Average Daily Rate; calculated based on specialty rental income and services income received over the period, excluding construction revenue, divided by utilized bed nights(5) Utilization in a period is calculated as average utilized beds divided by average available beds for the same period

Total Revenue $81.6 million+35.3% year over year as reported(1); +5.6% year over year combined pro forma(1)

Adjusted EBITDA(2) $40.6 million | 49.7% Adjusted EBITDA margin(2)

+30.0% year over year as reported; +1.8% year over year combined pro forma

Net Cash Provided by Operating Activities $25.5 million in 3Q | $44.2 million YTD$42.6 million in 3Q ex. cash interest paid of $17.1 million

Net Capital Expenditures $27.0 million | $74.2 million YTD(3)

$0.4 million maintenance capital expenditures

Key Operating Metrics ADR(4): $80.8

($1.9) year over year as reported; +$2.7 year over year combined proforma

Available beds: 12,485 | Utilized beds: 10,340 with utilization(5) of ~83%


3Q 2019 Segment results(1)

Permian Basin Bakken Basin Government

Operational highlights: Revenue up 64.9%: mainly due to an increase in

average utilized beds as a result of acquisitions and community expansions in response to stronger demand year-over-year for full turnkey accommodations and hospitality services

Adjusted gross profit margin down 71 bps to 58.9%: mainly due to lower ADR partially offset by improvement in operating costs per person

Avg. available beds at 8,611; utilized beds up by 2,923 beds to 6,994 beds (81% utilization); ADR at $84.2

Operational highlights: Revenue decreased 18.7%: primarily due to decrease

in average utilized beds (although utilization increased to 76% from 53%) at lower ADR reflecting reduced activity levels compared to the same period last year

Adjusted gross profit margin improved 292 bps to 48.1%: primarily due to reduced occupancy and employee costs (avg. available beds decreased by 580) driven by closure of Dunn county community (4Q-18)

Avg. available beds at 1,017; utilized beds down by 70 beds to 771 beds (76% utilization); ADR at $77.4

Operational highlights: Revenue essentially flat: primarily due to unchanged

utilized beds and ADR at STFRC

Adjusted gross profit margin increased 514 bps to 76.2%: primarily due to lower occupancy costs partially offset by unfavorable cost absorption as a result of lower occupied vs. utilized beds at STFRC

Avg. available and utilized beds at 2,400 (100% utilization); ADR at $74.5

$34,278

$56,524

Revenue3Q 18 3Q 19

US$, in ‘000s, except ADR

$20,430

$33,285

Adjusted Gross Profit

3Q 18 3Q 19

59.6% 58.9%

$7,400 $6,019

Revenue3Q 18 3Q 19

$3,343 $2,895

Adjusted Gross Profit3Q 18 3Q 19

45.2% 48.1%

$16,864 $16,830

Revenue3Q 18 3Q 19

$11,977 $12,817

Adjusted Gross Profit3Q 18 3Q 19

71.0% 76.2%-71 bps +292 bps +514 bps

+64.9% +62.9% -18.7% -13.4% ~0% +7.0%y-o-y change:


y-o-y change:


y-o-y change:

(1) As reported; results of All Other segment not discussed here – see 3Q-19 earnings press release issued on November 12, 2019 and other filings for detailed segment financial results

ADR$74.7

ADR$74.5

ADR$79.1

ADR$77.4

ADR$87.9

ADR$84.2


Robust cash generation backed by nominal maintenance capex needs3Q-YTD Adjusted EBITDA & Adjusted FCF(1) conversion

Over 90% of Adjusted EBITDA converted to Adjusted free cash flow; cash generated important source of growth capital offsetting external borrowing needs

Specialty rental assets require minimal future capital outlays; deferred revenue adjustment due to customer advances

$52.0

$111.6

3Q 2018 YTDAdjusted EBITDA

3Q 2019 YTDAdjusted EBITDA

Adjusted FCF Deferred Revenue Maintenance Capex

$72.9

$123.1

= 71%of Adjusted EBITDA

= 91%of Adjusted EBITDA

(1) Adjusted free cash flow (FCF) is a non-GAAP measure; see appendix to this presentation for reconciliation to the most comparable GAAP measure(2) Adjusted FCF Conversion as presented is calculated as Adjusted free cash low divided by Adjusted EBITDA for the same period, and expressed as a percentage(3) Excludes cash paid to acquire Signor on September 7, and Superior Lodging on June 19, 2019, but includes cash paid to acquire the Midland, TX community from ProPetro on July 1, 2019

71%Adj. FCF conversion(2): 91%

US$ in millions

3Q-YTD capital expenditures(3)

$2.5 $1.4

$62.0 $74.2

3Q 2018 YTD 3Q 2019 YTD

Maintenance Capex Total Capex

8,595Avg. available beds: 12,485

Discretionary growth capital invested when customer demand gives high visibility of contracted utilization; IRR and payback hurdles must be met

Basic upkeep of facilities included in routine operating costs resulting in minimal future capital outlay

US$ in millions


3Q 2019 Cash flow drivers

$10.2

$3.5

$25.5

$0.4

$4.2

$22.4

$5.0 $0.1

Cash & eq.at Jun 30, 2019

Cash flowfrom operations

Maintenancecapex

Signorenhancement

Growthcapex

Stock repurchases Allother

Cash & eq.at Sep. 30, 2019

(US$, in millions)

Items of note: $25.5 million of net cash flow from operations

– Includes $17.1 million cash interest paid

– $42.6 million net cash flow from operations excluding cash interest paid

– Minimal cash impact from working capital change

$27.0 million of capital expenditures– $0.4 million of maintenance capex

– $4.2 million of Signor enhancement capex

– Remaining $22.4 million for new communities and expansions; includes $5.0 million for ProPetro

$5.0 million for stock repurchases as of 9/30– Approximately $13.1 million as of 11/12, or 17.5%

of $75.0 million repurchase authorization

3Q 2019 cash flow walk


Appendix

Full turnkey specialty rental and hospitality services

New Innovative Modular Design

Single Occupancy Design

Swimming Pool, Volleyball, Basketball

Fast Food Lounges

Full & Self-Service Dining Areas

TV Entertainment Lounges

Training / Conference Rooms

Core Passive Recreation Areas

Active Fitness Centers

Lodge Reception Areas

Locker / Storage / Boot-up Areas

Parking Areas

Waste Water Treatment Facility

On-Site Commissary

Largest network of geographically relocatable and flexible accommodation space …

Extensive network of geographically relocatable accommodation assets serves customers in highest demand regions Serving business and governmental needs where availability of space and flexibility are essential Turnkey solutions with integrated design and installation, catering, security, recreational, and other hospitality services Offering premium customer experience (Target 12) for enterprise clients with long-term relationships

... with premium catering and hospitality value added services

Media Lounges & WiFi throughout

Individual Xbox/PSII Pods

Flat-screen TV’s in Each Room

40+ Premium TV channel line-up

Personal Laundry Service

Individually Controlled HVAC

Hotel Access Lock Systems

24-hour No-Limit Dining

Free DVD Rentals

Self-Dispensing Free Laundry

Transportation to Project Site

24-hour Gated Security

Daily Cleaning / Custodial Service

Professional Uniformed Staff


Share count analysis

(1) Excluded from the US GAAP Basic Outstanding Share Counts are 5,015,898 common shares (the “Escrow Shares”) issued and outstanding that have been deposited into an escrow account that have no voting or economic rights while in escrow. See further information on the earnout agreement and the escrow agreement in Exhibit 10.2 and 10.3, respectively, to our Form 8-K filed March 21, 2019 (the “8-K”). Note that these shares will be excluded from the EPS calculations prospectively (basic & diluted) until those shares are released from Escrow.

(2) These Escrow Shares will be released if at any time during the period of three 3 years following the date hereof, the closing price of the shares of the Company’s Common Stock as reported on NASDAQ or any other national securities exchange exceeds $12.50 per share (50% release) and $15.00 per share (remaining 50% release) for 20 of 30 consecutive days.

(3) Assumes exercise of all outstanding warrants, including: (i) 10,833,316 Public Warrants and (ii) 5,333,334 Private Placement Warrants (as defined below). Each warrant entitles the holder thereof to purchase one share of TH common stock at a price of $11.50 per share.

(4) Total outstanding common shares in the “Other Shares and Equivalents Outstanding” columns represent the cumulative amount of outstanding common shares if each of the potential events in items 1-3 were to occur.(5) Comprised of shares issuable upon exercise of certain warrants issued to the initial investors and former independent directors of Platinum Eagle in a private placement transaction concurrent with the initial public offering of

Platinum Eagle (the “Private Placement Warrants”).(6) Reflects shares (the “Founder Shares”) held by the Founder Group, as defined in the earnout agreement, filed as exhibit 10.2 to the 8-K. Excludes any shares purchased by any member of the Founder Group in the open market.(7) Includes certain shares held by the former directors of Platinum Eagle Acquisition Corp. who are not members of the Founder Group as defined in the earnout agreement, filed as exhibit 10.2 to the 8-K.(8) Includes the shares that were issued to the sellers of Target Parent and Signor Parent in connection with the business combination.(9) Includes shares issued to investors for an equity offering for private investment in public equity.

Shares by Type Common Stock Total Potential Outstanding Common Shares (Fully Diluted)

Outstanding as of 9/30/2019 (1)

Escrowed Founder Shares (2)

All unvested stock options and restricted stock units

Exercise of Outstanding Warrants (3)

Public Shares 14,321,606 14,321,606

Treasury shares (issued but not outstanding) (828,600) (828,600)

Net Public Shares 13,493,006 13,493,006

Shares Underlying Public Warrants - 10,833,316 10,833,316

Shares Underlying Founder & TH Director (former & current) Warrants (5) - 5,333,334 5,333,334

Founder Shares (6) 3,034,102 5,015,898 8,050,000

Former Platinum Eagle Director Shares (7) 75,000 75,000

TDR (8) 74,786,327 74,786,327

PIPE Investors (9) 8,000,000 8,000,000

Shares potentially issuable pursuant to compensation plans - 933,444 933,444

Shares issued pursuant to compensation plans (vested RSUs) 12,897 12,897

US GAAP Basic Outstanding Share Count for EPS (1) 99,401,332

Add: Escrow Shares 5,015,898

Total Outstanding Common Shares (4) 104,417,230 104,417,230 105,350,674 120,583,880 121,517,324

Other Shares and Equivalents Outstanding (4)


Non-GAAP Reconciliations

2019 2018 2019 2018

Net income 9,569$ 849$ 6,170$ 1,079$

Adjustments:Restructuring costs - 415 168 7,829 Target Parent selling, general, and administrative costs - 1,548 246 9,133 Other expense (income), net 646 (416) 1,064 (1,313) Transaction expenses 35 1,283 38,028 2,333

Acquisition-related expenses 67 9,227 370 9,227 Stock-based compensation 433 - 643 - Officer loan expense - - 1,583 - Other adjustments 1,155 - 1,664 - Less: Income tax benefits (569) (2,984) (10,025) (6,668) Adjusted net income 11,336$ 9,922$ 39,911$ 21,620$

Weighted average shares outstanding - basic and diluted 100,102,641 38,495,023 93,378,332 30,002,811

Earnings per share, reported - basic and diluted 0.10$ 0.02$ 0.07$ 0.04$

Adjusted earnings per share - basic and diluted 0.11$ 0.26$ 0.43$ 0.72$

September 30 September 30

Target Hospitality Corp.Reconciliation of Net income to Adjusted net income and Adjusted diluted earnings per share

($ in thousands, except per share amounts)

Three Months Ended Nine Months Ended

2019 2018 2019 2018

Total revenue 81,643$ 60,326$ 244,983$ 144,448$

Gross profit 38,556$ 26,354$ 115,482$ 64,199$

Adjustments:Depreciation of specialty rental assets 11,222 9,785 31,083 23,180 Adjusted gross profit 49,778$ 36,139$ 146,565$ 87,379$

Adjusted gross profit margin 61.0% 59.9% 59.8% 60.5%

Target Hospitality Corp.Reconciliation of Gross profit to Adjusted gross profit and Adjusted gross profit margin

($ in thousands)

Three Months Ended Nine Months EndedSeptember 30 September 30


Non-GAAP Reconciliations, continued

2019 2018 2019 2018

Total revenue 81,643$ 60,326$ 244,983$ 144,448$

Net income 9,569$ 849$ 6,170$ 1,079$ Interest expense, net 10,172 5,408 24,056 15,023 Loss on extinguishment of debt - - 907 - Income tax expense (benefit) 3,290 1,678 5,562 2,579 Other depreciation and amortization 4,021 1,456 11,600 3,858 Depreciation of specialty rental assets 11,222 9,785 31,083 23,180 EBITDA 38,274$ 19,176$ 79,378$ 45,719$

Adjustments:Currency (gains) losses, net (77) 4 (77) 72 Restructuring costs - 415 168 7,829 Transaction expenses 35 1,283 38,028 2,333 Stock-based compensation 433 - 643 - Officer loan expense - - 1,583 - Acquisition-related expenses 67 9,227 370 9,227 Other expense (income), net 723 (420) 1,141 (1,385) Other adjustments 1,155 - 1,664 - Target parent selling, general, and administrative costs - 1,548 246 9,133 Adjusted EBITDA 40,610$ 31,233$ 123,144$ 72,928$

Adjusted EBITDA margin 49.7% 51.8% 50.3% 50.5%


Target Hospitality Corp.Reconciliation of Net income (loss) to EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin

($ in thousands)


2019 2018 2019 2018

Adjusted EBITDA 40,610$ 31,233$ 123,144$ 72,928$

Transaction expenses (35) (1,283) (38,028) (2,333) Officer loan expense - - (1,583) - Acquisition-related expenses (67) (9,227) (370) (9,227) Target parent selling, general, and administrative costs - (1,548) (246) (9,133) Interest payments (17,143) (1,207) (23,464) (7,311) Cash paid for income taxes - - (1,237) - Restructuring costs - (415) (168) (7,829) Other (expense) income, net (612) (8) (908) (721) Gain (loss) on involuntary conversion (111) 428 (122) 1,678 Working capital and other 2,812 (9,098) (12,789) (22,132) Net cash provided by operating activities 25,454$ 8,875$ 44,229$ 15,920$

Adjustments:

Transaction expenses 35 1,283 38,028 2,333 Officer loan expense - - 1,583 - Acquisition-related expenses 67 9,227 370 9,227 Target parent selling, general, and administrative costs - 1,548 246 9,133 Interest payments 17,143 1,207 23,464 7,311 Cash paid for income taxes - - 1,237 - Restructuring costs - 415 168 7,829 Other expense (income), net 612 8 908 721 (Gain) loss on involuntary conversion 111 (428) 122 (1,678) Working capital and other (2,812) 9,098 12,789 22,132 Deferred revenue and customer deposits (3,945) (11,466) (10,170) (18,365) Maintenance capital expenditures for specialty rental assets (390) (934) (1,408) (2,536) Adjusted free cash flow 36,275$ 18,833$ 111,566$ 52,027$


Target Hospitality Corp.Reconciliation of Adjusted EBITDA to Net cash (used in) provided by operating activities to Adjusted free cash

($ in thousands)





Combined Pro formaYear Ended Year Ended Nine Months Ended Last Tweleve Months (LTM)

December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 December 31, 2018 March 31, 2019 June 30, 2019 September 30, 2019 September 30, 2019 September 30, 2019

Total revenue 172,972$ 59,671$ 68,735$ 77,284$ 96,152$ 301,842$ 81,982$ 81,358$ 81,643$ 244,983$ 341,135$

Gross profit 71,263$ 27,102$ 34,397$ 34,025$ 25,255$ 120,779$ 37,754$ 39,172$ 38,556$ 115,482$ 140,737$

Adjustments:Depreciation of specialty rental assets 27,743 7,835 8,336 10,251 9,210 35,632 9,901 9,960 11,222 31,083 40,293 Loss on impairment - - - - 15,320 15,320 - - - 15,320 Adjusted gross profit 99,006$ 34,937$ 42,733$ 44,276$ 49,785$ 171,731$ 47,655$ 49,132$ 49,778$ 146,565$ 196,350$

Adjusted gross profit margin 57.2% 58.5% 62.2% 57.3% 51.8% 56.9% 58.1% 60.4% 61.0% 59.8% 57.6%

Target Hospitality Corp.Reconciliation of Gross profit to Adjusted gross profit and Adjusted gross profit margin

($ in thousands)

Combined Pro forma As ReportedQuarter Ended Quarter Ended




Total revenue 172,972$ 59,671$ 68,735$ 77,284$ 96,152$ 301,842$ 81,982$ 81,358$ 81,643$ 244,983$ 341,135$

Net income (loss) 15,533$ 4,040$ 17,359$ 11,394$ (920)$ 31,873$ (13,979)$ 10,580$ 9,569$ 6,170$ 5,250$ Interest expense, net (4,975) 4,013 5,734 5,543 9,176 24,466 4,031 9,853 10,172 24,056 33,232 Loss on extinguishment of debt - - - - - - 907 - - 907 907 Income tax expense (benefit) 25,584 230 671 1,678 9,176 11,755 (1,850) 4,121 3,290 5,562 14,738 Other depreciation and amortization 5,681 1,250 1,152 1,456 3,660 7,518 3,763 3,816 4,021 11,600 15,260 Depreciation of specialty rental assets 27,743 7,835 8,336 10,251 9,210 35,632 9,901 9,960 11,222 31,083 40,293 EBITDA 69,566$ 17,368$ 33,252$ 30,322$ 30,302$ 111,244$ 2,773$ 38,330$ 38,274$ 79,378$ 109,680$

Adjustments:Loss on impairment - - - - 15,320 15,320 - - - - 15,320 Currency (gains) losses, net (91) - 68 4 77 149 - - (77) (77) - Restructuring costs 2,180 6,256 1,158 415 764 8,593 168 - - 168 932 Transaction expenses - 484 848 1,134 5,934 8,400 36,565 1,428 35 38,028 43,962

Stock-based compensation - - - - - - - 210 433 643 643 Officer loan expense - - - - - - 1,583 - - 1,583 1,583 Acquisition-related expenses - - - 5,622 - 5,622 - 303 67 370 370 Non-routine bad-debt expense - - - 1,192 - 1,192 - - - - - Other expense (income), net (510) 88 (1,053) (422) (6,888) (8,275) (38) 456 723 1,141 (5,747) Other adjustments - - - - - - - 509 1,155 1,664 1,664 Holdings SG&A costs 8,771 5,549 1,967 1,617 (1,755) 7,378 246 - - 246 (1,509) Adjusted EBITDA 79,916$ 29,745$ 36,240$ 39,884$ 43,754$ 149,623$ 41,297$ 41,236$ 40,610$ 123,144$ 166,898$

Adjusted EBITDA margin 46.2% 49.8% 52.7% 51.6% 45.5% 49.6% 50.4% 50.7% 49.7% 50.3% 48.9%

Target Hospitality Corp.Reconciliation of Net income (loss) to EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin

($ in thousands)







Adjusted EBITDA 79,916$ 29,745$ 36,240$ 39,884$ 43,754$ 149,623$ 41,297$ 41,236$ 40,610$ 123,144$ 166,898$

Transaction expenses - (484) (848) (1,134) (5,934) (8,400) (36,565) (1,428) (35) (38,028) (43,962) Officer loan expense - - - - - - (1,583) - - (1,583) (1,583) Acquisition-related expenses - - - (5,622) - (5,622) - (303) (67) (370) (370) Holdings selling, general, and administrative (8,771) (5,549) (1,967) (1,617) 1,755 (7,378) (246) - - (246) 1,509 Interest payments (1,068) (434) (1,214) (514) (21,185) (23,347) (5,815) (506) (17,143) (23,464) (44,649) Cash paid for income taxes (620) - - - - - - (1,237) - (1,237) (1,237) Restructuring costs (2,180) (6,256) (1,158) (415) (764) (8,593) (168) - - (168) (932) Other (expense) income, net 510 (88) 1,053 422 6,888 8,275 38 (456) (612) (1,030) 5,858 Gain on involuntary conversion - (450) (800) (428) - (1,678) - (11) (111) (122) (122) Working capital and other (13,639) (6,918) (12,464) (6,566) (17,446) (43,394) (3,703) (11,774) 2,812 (12,665) (30,111) Net cash (used in) provided by operating 54,148$ 9,566$ 18,842$ 24,010$ 7,068$ 59,486$ (6,745)$ 25,521$ 25,454$ 44,231$ 51,299$

Adjustments:0 - - - - - - - - - - -

Transaction expenses - 484 848 1,134 5,934 8,400 36,565 1,428 35 38,028 43,962 Officer loan expense - - - - - - 1,583 - - 1,583 1,583 Acquisition-related expenses - - - 5,622 - 5,622 - 303 67 370 370 Holdings selling, general, and administrative 8,771 5,549 1,967 1,617 (1,755) 7,378 246 - - 246 (1,509) Interest payments 1,068 434 1,214 514 21,185 23,347 5,815 506 17,143 23,464 44,649 Cash paid for income taxes 620 - - - - - - 1,237 - 1,237 1,237 Restructuring costs 2,180 6,256 1,158 415 764 8,593 168 - - 168 932 Other expense (income), net (510) 88 (1,053) (422) (6,888) (8,275) (38) 456 612 1,030 (5,858) Gain on involuntary conversion - 450 800 428 - 1,678 - 11 111 122 122 Working capital and other 13,639 6,918 12,464 6,566 17,446 43,394 3,703 11,774 (2,812) 12,665 30,111 Deferred revenue and customer deposits (15,107) (1,730) (4,925) (11,315) (2,374) (20,344) (3,825) (2,400) (3,945) (10,170) (12,544) Maintenance capital expenditures for specia (823) (790) (812) (934) (175) (2,711) (528) (490) (390) (1,408) (1,583) Adjusted free cash flow 63,986$ 27,225$ 30,503$ 27,635$ 41,205$ 126,568$ 36,944$ 38,346$ 36,275$ 111,566$ 152,771$

Target Hospitality Corp.Reconciliation of Adjusted EBITDA to Net cash (used in) provided by operating activities to Adjusted free cash flow

($ in thousands)
