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Earnings (Loss) per Share

9 Months Ended

Sep. 30, 2024

Earnings (Loss) per Share

Earnings (Loss) per Share

13. 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. Net income was recorded for the three and nine months ended September 30, 2024 and 2023. The following table reconciles net income attributable to common stockholders and the weighted average shares outstanding for the basic calculation to the net income attributable to common stockholders and

the weighted average shares outstanding for the diluted calculation for the periods indicated below ($ in thousands, except per share amounts):


	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2024			2023			2024			2023
Numerator
Net income attributable to Target Hospitality Corp. Common Stockholders - basic	$	19,994		$	45,579		$	58,763		$	135,857
Change in fair value of warrant liabilities		—			—			—			(1,809)
Net income attributable to Target Hospitality Corp. Common Stockholders - diluted	$	19,994		$	45,579		$	58,763		$	134,048

Denominator
Weighted average shares outstanding - basic		100,438,559			101,620,537			100,452,691			101,246,546
Dilutive effect of outstanding securities:
Warrants		—			1,201,020			—			1,728,214
PSUs		511,871			526,674			479,391			495,718
SARs		858			210,299			108,238			264,269
Stock Options		104,125			427,347			180,800			545,229
RSUs		241,091			1,107,817			523,342			1,352,163
Weighted average shares outstanding - diluted		101,296,504			105,093,694			101,744,462			105,632,139

Net income per share attributable to Target Hospitality Corp. Common Stockholders- basic	$	0.20		$	0.45		$	0.58		$	1.34
Net income per share attributable to Target Hospitality Corp. Common Stockholders - diluted	$	0.20		$	0.43		$	0.58		$	1.27

When liability-classified warrants are in the money and the impact of their inclusion on diluted EPS is dilutive, diluted EPS also assumes share settlement of such instruments through an adjustment to net income available to common stockholders for the fair value (gain) loss on common stock warrant liabilities and inclusion of the number of dilutive shares in the denominator. The Public and Private Warrants representing a total of 8,044,287 shares of the Company’s Common Stock for the three and nine months ended September 30, 2023 were included in the computation of diluted EPS because their effect is dilutive as noted in the above table. No Public or Private Warrants were outstanding as of September 30, 2024 given they expired on March 15, 2024; therefore, the Public and Private Warrants had no impact on the computation of diluted EPS for the three and nine months ended September 30, 2024.

As discussed in Note 15, stock-based compensation awards were outstanding for the three and nine months ended September 30, 2024 and 2023. These stock-based compensation awards were included in the computation of diluted EPS for the three and nine months ended September 30, 2023 because their effect is dilutive as noted in the above table. For the three and nine months ended September 30, 2024, stock-based compensation awards were included in the computation of diluted EPS because their effect is dilutive as noted in the above table. However, approximately 841,944 of contingently issuable PSUs were excluded from the computation of diluted EPS for three and nine months ended September 30, 2024 as not all necessary conditions for issuance of these PSUs were satisfied, which includes 216,944 of PSUs that did not meet all of the Company’s Diversification EBITDA and TSR criteria (see Note 15) and 625,000 of PSUs issued in 2022 that did not meet all of the specified share price thresholds as discussed in the Company’s 2023 Form 10-K.

Shares of treasury stock have been excluded from the computation of EPS.