Business Context and Reporting Period
This Form 8-K filing by Target Hospitality Corp. (formerly Platinum Eagle Acquisition Corp.) reports a corporate governance event dated March 30, 2019, with the report filed on April 3, 2019. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. The document references prior audit reports covering the period from inception (July 12, 2017) through December 31, 2018, which included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern unless a business combination was completed by January 17, 2020.
Material Changes
- Change in Certifying Accountant: The Audit Committee approved the dismissal of WithumSmith+Brown, PC ("Withum") as the independent registered public accounting firm on March 30, 2019.
- Engagement of New Auditor: The Company has engaged Ernst & Young LLP ("EY") to review financial statements for the quarter ended March 31, 2019, and intends to engage EY as the independent auditor for the fiscal year ending December 31, 2019.
- Audit Disagreements: The Company reported no disagreements with Withum regarding accounting principles, financial disclosure, or auditing scope during the most recent fiscal year or subsequent interim period.
Outlook, Risks, and Management Commentary
The primary risk highlighted in the context of the prior auditor's report was the "going concern" uncertainty tied to the deadline for completing a business combination (January 17, 2020). The filing confirms no "reportable events" occurred between the Company and the former auditor. Management has taken steps to transition audit responsibilities to a new firm to support ongoing financial reporting.
Investor Verification Checklist
- Verify the status of the business combination deadline (January 17, 2020) and whether the going concern risk has been resolved.
- Confirm the completion of EY's client acceptance procedures and the official engagement for the 2019 fiscal year.
- Review the letter from WithumSmith+Brown, PC (Exhibit 16.1) to ensure no undisclosed disagreements exist.
- Monitor subsequent filings for the appointment of EY as the official auditor for the 2019 fiscal year.