Good morning, ladies and gentlemen, and welcome to the Target Hospitality First Quarter 2024 Earnings Call Conference Call. At this time, all lines are in a listen-only mode. Follow the presentation we will conduct the question and answer session. [Operator Instructions] This call is being recorded on Wednesday, May 8, 2024. I would now like to turn the conference over to Mr. Mark Schuck. Please go ahead.

Thank you. Good morning, everyone, and welcome to Target Hospitality's first quarter 2024 earnings call. The press release we issued this morning outlining our first quarter results can be found in the Investors section of our website. In addition, a replay of this call will be archived on our website for a limited time. Please note the cautionary language regarding forward-looking statements contained in the press release. This same language applies to statements made on today's conference call. This call will contain time-sensitive information as well as forward-looking statements, which are only accurate as of today, May 8, 2024. Target Hospitality expressly disclaims any obligation to update or amend the information contained in this conference call to reflect events or circumstances that may arise after today's date, except as required by applicable law. For a complete list of risks and uncertainties that may affect future performance, please refer to Target Hospitality's periodic filings with the SEC. We will discuss non-GAAP financial measures on today's call. Please refer to the tables in our earnings release posted in the Investors section of our website to find a reconciliation of non-GAAP financial measures referenced in today's call and their corresponding GAAP measures. Finally, as previously announced on March 25, 2024, Arrow Holdings, an affiliate of TDR Capital,, proposed to acquire all outstanding shares of common stock of Target hospitality, it or affiliates do not already own. The Board of Directors of Target Hospitality has established a special committee of independent directors to evaluate this proposal. The special committee has retained their own independent outside financial and legal advisers, and collectively, they have commenced their review and evaluation of the proposal. At this time, the Special Committee has made no decision with respect to the proposal. As a result, management will be unable to comment on the proposal or the evaluation process during today's call. Leading the call today will be Brad Archer, President and Chief Executive Officer; followed by Jason Vlacich, Chief Financial Officer and Chief Accounting Officer. After their prepared remarks, we will open the call for questions. I'll now turn the call over to our Chief Executive Officer, Brad Archer.

Thanks, Mark. Good morning, everyone, and thank you for joining us on the call today. Our impressive first quarter performance reflects the benefits of our network capabilities, which allow us to maximize operational efficiencies while simultaneously providing world-class solutions to our customers. The scale and flexibility of our efficient operating structure continues to support seamless alignment with changes in customer demand, allowing us to preserve strong operating margins through cycles. These attributes have significantly enhanced our financial position and materially strengthened our balance sheet, supporting a highly durable and flexible operating model. In the government segment, these elements have supported the longevity of our PCC community, which has entered its fourth year of operations and is the longest operating influx care facility in the United States. Since its inception in 2021, this community has served approximately 2 million mills to unaccompanied children cornerstone to the government's influx care facility network. This established presence supports Target's continued engagement with the U.S. government and other strategic partners to jointly pursue the creation of a third ICF site, not currently in the government's portfolio. We remain actively engaged and are pleased with continued dialogue regarding this opportunity. As we have previously stated, we anticipate additional details regarding the third ICF site in the back half of 2024. In addition, our South Texas Family Residential Center is entering its 10th year of operations, a testament to the operational success of that community. This community has evolved through multiple contract renewals across 3 different federal administrations, exemplifying its importance as a critical humanitarian solution for the U.S. government. Regarding our HFS segment, we continue to benefit from strong customer demand, which has supported positive momentum over the past year. This demand illustrates the value of our world-class customers find in the network flexibility and premium…

Thank you, Brad. In the first quarter, our enhanced operating platform continued to support operational efficiencies across our network, allowing us to produce strong financial results driven by the strength in our core service offering. First quarter 2024 total revenue was approximately $107 million, and adjusted EBITDA was approximately $54 million. Our Government segment produced quarterly revenue of approximately $68 million. The decrease in revenue from the prior period was driven by the noncash, nonrecurring infrastructure enhancement revenue associated with the significant expansion that occurred at our PCC community in 2022, which was fully amortized as of November 2023. Our HFS and all other segments delivered quarterly revenue of $39 million compared to $38 million in the same period last year. This increase was driven by sustained momentum in customer demand for Target's premium service offerings, illustrating the value our customers find in our premier hospitality solutions. Recurring corporate expenses for the quarter were approximately $10 million, and we anticipate these will remain around $9 million to $10 million per quarter for the remainder of the year. Total capital spending for the quarter was approximately $10 million, with the majority focused on enhancing operational efficiencies through the purchase of previously leased equipment. The strength in our core service offering continues to support strong cash generation and an enhanced financial profile. We ended the quarter with $124 million in cash and $299 million of liquidity with zero borrowings under the company's $175 million revolving credit facility and a net leverage ratio of 0.2 times. These impressive financial results illustrate the strength of our operating platform and the sustained momentum we have created over the last several years. These elements support our reiterated preliminary 2024 financial outlook, which consists of total revenue of between $410 million and $425 million and adjusted EBITDA…

Thanks, Jason. Our strong first quarter results continue to illustrate the benefits of our enhanced operating platform. The network scale and flexibility we have established allow us to deliver a premium service offering to our customers, while simultaneously supporting strong financial results. This consistent execution is reflected in the strength of our balance sheet and enhanced financial position. With this foundation, we are continuing to evaluate and pursue the strongest pipeline of growth opportunities we have seen in many years and remain focused on expanding and diversifying our service offering. I appreciate everyone joining us on the call today, and thank you again for your interest in Target Hospitality.

[Operator Instructions] Your first question comes from Scott Schneeberger from Oppenheimer. Please ask your question.

It's Daniel on for Scott. Could you please elaborate a little bit on the new opportunities you see, the organic ones, and help us think about where you see the most opportunities and maybe some color on how ripe the pipeline could be?

Yes. Thanks. Look, the organic opportunities, as we mentioned, kind of a couple of different buckets. But if you look at government, and we talked about this in March as well, still making progress. And outside of the ICF here, with other government agencies. So that's kind of front and center, still hot on the radar, lots of discussions there with multiple different agencies. I won't get into the agencies, but I'd just say they're -- it's not with the ICF. With the ICF, we're still going after the third ICF, still pursuing that, expect that to award sometime in the back half of 2024. So nothing's changed from our last call there. And then, again, as mentioned in our remarks earlier, if you look at some of the rare earth, some of the technologies, some very large bids. So very hard to predict kind of timing on when they award. But I would tell you, we feel really good about some of these. We've had dialogues from -- some of these have been going on for well over a year. So we think at some point, they come to a conclusion, and we looked -- we think we should be positive on some of these. And if you just look over the history of Target, when you talk organic growth, that's how we built the company. We'll continue to build the company off the backs of the organic growth. It's hard to predict timing, but it's not hard to say that we've always been successful on some of these large projects, and we'll continue to do that.

I saw in the release it was mentioned you focused on operational efficiency. I think you mentioned that in the prepared remarks as well. Could you speak to that, please, is there any incremental initiatives you're pursuing that could be margin accretive as we look at?

Yes, sure. We're always continuing to evaluate those operational efficiency opportunities. We believe there are still operational efficiencies to be gained as we move through the year. We executed on some of those in Q1, as you saw with the operating performance that we've released in the release earlier today. So we do feel there are additional opportunities. That being said, we are running a highly efficient platform currently. So it becomes a little bit challenging to identify additional opportunities, but there are some, and we will continue to execute on those, all but marginal.

Your next question comes from Stephen Gengaro from Stifel. You can ask your question.

I guess two things for me. But the first is, can you give us some help and color around the government gross margins? I mean they were, I think, pretty flat sequentially from the fourth quarter, actually probably up a little bit. We had assumed that the mix shift in the new contract would affect that. But how should we think about those government gross margins assuming relatively low utilization at Pecos?

Yes. So good question. Over the years and working with this contract, we've gotten, obviously, really good at controlling our costs in response to occupancy level fluctuations. So that's essentially what you're seeing there as we move from Q4 into Q1 is executing on that operational efficiency strategy that we've had in place since the contract has been in place, including the old contract. So our margins, we expect to continue to be healthy as we move through the year. And obviously, there's a bit of margin expansion associated with lower occupancy levels as we control our costs.

Okay. So the quarter, there was nothing in that 77.6% in the first quarter, that was an anomaly. That was just mix and efficiency.

Correct. Yes.

Okay. Great. And then the second one is just around HFS-South. I mean we sort of see what's going on in the Permian. I mean, it feels like activity levels are kind of flat from these levels for the next couple of quarters. I'm not sure if you agree with that or not. But in that environment of if we assume flattish, is that how those revenues should act? Or are there any contracts or obligations or take or pay? Is there anything in there that would affect HFS-South not sort of acting like the drilling and completion activity does in the Permian?

Yes. So we've seen obviously moderate levels of improved utilization. We expect that to remain the case for the rest of the year. So I mean, overall, utilization will trend somewhat similar to last year, and that's what we expect to continue. There's no additional material changes that would cause us to believe otherwise, as we move through the year with respect to utilization trends.

Okay. Great. And then just one final one for me. The third ICF contract that is out there that you talked about, is that something to your knowledge that the government will award that they're considering awarding? Is that part of the mix with certainty and it's just a real question of whether or not you're successful? Or is it might not yet get awarded?

So based on all of our discussions, they definitely want and need and plan to award the third ICF. For us, we're bidding on it, right? So we can't say we're going to get it. But we have one. We're going after this one aggressively, and we expect it to be awarded sometime in the back half of 2024.

[Operator Instructions] Your next question comes from Greg Gibas from Northland Securities.

Brad and Jason, nice quarter. Just a follow-up on that third ICF site opportunity. You've been pretty clear on it being in the back half is when we're going to hear additional details. Is it kind of a safe assumption that we should assume that contract will likely look similar to the first 2 awards? And are you kind of seeing the same players bid for it?

Yes. So look, I think it will be similar, if you will, in design and structure. Too early to say yet if it will be exact in size and those types of things. So we'll -- let's get further into this. And maybe in August, we'll have some more info. But right now, it's a little too early. But look, I would say very similar in nature, especially how we're going to take a look at it where we sit in the value chain as well.

Yes, mechanically, in terms of the revenue streams, it'll be very similar.

Yes.

Got it. Fair enough. And curious if you could just discuss, it sounds like there's just more of an emphasis now that the renewal of Pecos is no longer a priority or utilizing resources. Could you maybe discuss how you're shifting your resources towards targeting those nongovernment opportunities? I guess from a commentary perspective, it just sounds like you're putting a little more emphasis on it. And for that reason, like I know you said they're kind of typically longer sales cycles, but do you think about these potentially being contributors this year or more longer-term opportunity?

Well, I would tell you that emphasis has always been there. And if that came across that way, that's not the case. We have a team that's dedicated to everything outside of government. In fact, it's a larger team that's been -- that's dedicated to government. So that pipeline is actually really large. It has been. It's just getting more active, meaning they're getting closer. I would tell you the final investment decisions and those types of things. Timing, still uncertain, right? They are large, they're very impactful if we get them. So I'm not going to really comment on the timing. But emphasis-wise, I wouldn't tell you that governments or -- rare earth or technology side is really being sought after than the other. They're very high priority. And it just depends, right? What's kind of moving forward, where do we put our -- kind of our folks in where we go after, where do we see the hotspots? So that's kind of where we shift. But today, I would tell you, they're pretty balanced. Lots of effort going into the government as there's some front-and-center things that we're working on as well as everything outside of government.

So I guess if I could follow up on your commentary around multiple agencies within the government. I think you said them being kind of also near the border. I understand that you don't want to comment until these are maybe closer to the finish line, but any sense of -- or can you provide any color in terms of like what agencies you're in discussions with or see opportunities with?

Yes. Look, I'd rather not talk about the agency-specific. I would tell you, it is definitely not unaccompanied children on a lot of those. It's outside the ICF network, if you will.

I guess just last one for me then as it relates to nice to see the continued share repurchases. Wondering if you could just give us an update on continued -- or I guess what are your capital priorities, right? So we expect continued share repurchases and then could you remind us on the current authorization?

Yes. So we continue to have the authorized program in place, which was initiated at a $100 million level, right, of which we've purchased $21 million of that. So roughly $78 million, $79 million left in that program. We're not going to comment on prospective activity, but that program continues to be authorized and will remain in place, and it will continue to be a long-term sort of capital allocation strategy for us as we move through time where we see opportunities to execute on it. And as a reminder, we executed on it in Q1 because we saw opportunities there with respect to repurchasing shares at the tune of $21 million.

You have a follow-up question from Stephen Gengaro from Stifel.

I'm not exactly sure how to ask you this. But when we think about the government business versus the HFS-South business, they're clearly different. And you guys did a magnificent job in Texas with sort of the network of facilities. How do these other commercial opportunities, where do they fit? What are they more similar to? Is it like one structure with 50 or 500 rooms? Or is it a family of facilities around a certain area? How do they kind of compare to the 2 other pieces of your business?

Yes. I would tell you they're more similar to the HFS model, if you will, if you're talking structural -- physical type structures and the way they're set up and operated.

And would they come along with some type of term contract to support either construction or mobilization of assets?

Yes, absolutely. They would definitely support all of that comes along with the term contract to certainly support construction expansion, certainly would be part of our $500 million goal, right? So...

And our return models.

And our return models. It would consistently support our strong cash flow profile that we currently have overall in the business. So that's what these kind of look like. long-term guaranteed contracts is what we're talking.

Okay. Great. And then just one quick one. You repurchased $21 million of stock in the quarter. Does the pending bid impact your ability to return capital while it's being considered?

We're certainly not going to comment on any impact that, that offer has on our decision-making or potential future activity other than what we've disclosed in the release.

But it doesn't sort of -- there's no regulation or is there a legal ruling here versus a decision? Are you allowed to, I guess, is what I'm asking?

Look, I just don't think we're going to comment on what -- just the possibility if we're going to be in the market or not on the stock buyback right now. The plans in place we bought in the first quarter -- we'll continue to be opportunistic.

There are no further questions at this time. I would now like to turn the call over back to Brad Archer. Please continue.

Thank you all for joining us on our call today. We look forward to speaking to you again in August for our second quarter earnings report. Operator, that will conclude the call for today.

Sure. That concludes today's conference call. Thank you for your participation. You may now disconnect.