Target Hospitality Corp. Earnings Per Share Disclosure
15. Earnings per Share
Basic earnings per share (“EPS”) is calculated by dividing net income 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 earnings 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. 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 Years Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
| 2024 |
| 2023 |
| 2022 | ||||
Numerator | |||||||||
Net income attributable to Target Hospitality Corp. Common Stockholders - basic | $ | 71,265 | $ | 173,700 | $ | 73,939 | |||
Change in fair value of warrant liabilities | — | (9,062) | — | ||||||
Net income attributable to Target Hospitality Corp. Common Stockholders - diluted | $ | 71,265 | $ | 164,638 | $ | 73,939 | |||
Denominator | |||||||||
Weighted average shares outstanding - basic | 100,135,249 | 101,350,910 | 97,213,166 | ||||||
Dilutive effect of outstanding securities: | |||||||||
Warrants | — | 1,469,598 | — | ||||||
PSUs | 574,931 | 500,690 | 466,563 | ||||||
SARs | 66,648 | 218,655 | — | ||||||
Stock options | 156,132 | 494,536 | 518,409 | ||||||
RSUs | 501,794 | 1,285,016 | 1,859,610 | ||||||
Weighted average shares outstanding - diluted | 101,434,754 | 105,319,405 | 100,057,748 | ||||||
Net income per share attributable to Target Hospitality Corp. Common Stockholders - basic | $ | 0.71 | $ | 1.71 | $ | 0.76 | |||
Net income per share attributable to Target Hospitality Corp. Common Stockholders - diluted | $ | 0.70 | $ | 1.56 | $ | 0.74 | |||
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 8,061,656 were excluded from the computation of diluted EPS for the year ended December 31, 2022 because they are considered anti-dilutive. Public and Private Warrants representing a total of 8,044,287 shares of the Company’s Common Stock for the year ended December 31, 2023 were included in the computation of diluted EPS because their effect is dilutive. No Public or Private Warrants, which expired in accordance with their terms on March 15, 2024, were outstanding as of December 31, 2024, and because they are considered anti-dilutive for the period they were outstanding; the Public and Private Warrants had no impact on the computation of diluted EPS for the year ended December 31, 2024.
As discussed in Note 17, stock-based compensation awards were outstanding for the years ended December 31, 2024, 2023 and 2022, respectively. For the years ended December 31, 2024, 2023 and 2022, 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 716,025 of contingently issuable PSUs were excluded from the computation of diluted EPS for the year ended December 31, 2023 as not all necessary conditions for issuance of these PSUs were satisfied, which includes 91,025 of PSUs that did not meet all of the Company’s Diversification EBITDA and TSR criteria (see Note 17) and 625,000 of PSUs issued in 2022 that did not meet all of the specified share price thresholds as discussed in Note 17. Additionally, approximately 683,406 of contingently issuable PSUs were excluded from the computation of diluted EPS for the year
ended December 31, 2024 as not all necessary conditions for issuance of these PSUs were satisfied, which includes 208,406 of PSUs that did not meet all of the Company’s Diversification EBITDA and TSR criteria (see Note 17) and 475,000 of PSUs issued in 2022 that did not meet all of the specified share price thresholds as discussed in Note 17.
Shares of treasury stock have been excluded from the computation of EPS.
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About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.