Business Context and Reporting Period
This Form 8-K, dated April 12, 2019, reports on Target Hospitality Corp. following the closing of a business combination on March 15, 2019. The transaction involved Platinum Eagle Acquisition Corp., Target Logistics Management, LLC, and RL Signor Holdings, LLC. The filing discloses Regulation FD information regarding historical and combined pro forma financial data for the combined entity.
Key Financial Metrics
The filing references the release of summary historical and combined pro forma financial information but does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity within the text of this report. These metrics are detailed in the attached exhibits (Exhibit 99.1 and 99.2) rather than the body of the 8-K.
The pro forma information for 2018 combines the audited results of Target Parent and Signor Parent with the results of Signor from January 1, 2018, through September 6, 2018. The 2017 pro forma information combines the audited results of Target Parent and Signor.
Material Changes
The primary material change is the completion of the business combination on March 15, 2019, which created the current corporate structure. The company is now organized into three reportable operating segments based on geographic region and customer industry: the Permian Basin, the Bakken Basin, and Government.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future performance, or specific risk factors. It notes that the financial information presented is based on historical data without additional adjustments for the business combination. The disclosed information is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific Combined Financial Information and pro forma adjustments.
- Review Exhibit 99.2 for Segment Information detailing performance in the Permian Basin, Bakken Basin, and Government sectors.
- Review Exhibit 99.3 for the overview of outstanding equity securities as of March 21, 2019.
- Verify the specific pro forma calculation methodology for the periods ending September 6, 2018, versus full-year 2017.