FALSE000170968200017096822024-03-072024-03-070001709682us-gaap:CommonStockMember2024-03-072024-03-070001709682ctos:RedeemableWarrantsMember2024-03-072024-03-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
Form 8-K   
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 07, 2024
CUSTOM TRUCK ONE SOURCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-38186 84-2531628
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
 
7701 Independence Avenue
Kansas City, Missouri
64125
(Address of principal executive offices)(Zip code)
(816) 241-4888
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.0001 par valueCTOSNew York Stock Exchange
Redeemable warrants, exercisable for Common Stock, $0.0001 par valueCTOS.WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.
On March 7, 2024, Custom Truck One Source, Inc. (the "Company") issued a press release announcing its financial results for the fiscal year and quarter ended December 31, 2023. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On March 7, 2024, the Company posted an updated investor presentation on its website at www.customtruck.com.
The information in this Item 7.01 shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:March 7, 2024Custom Truck One Source, Inc.
   
/s/ Christopher J. Eperjesy
  Christopher J. Eperjesy
Chief Financial Officer




ctoslogojpga.jpg                                     
EXHIBIT 99.1

Custom Truck One Source, Inc. Reports Record Results for Full-Year 2023
KANSAS CITY, Mo, March 7, 2024 – (BUSINESS WIRE) – Custom Truck One Source, Inc. (NYSE: CTOS), a leading provider of specialty equipment to the electric utility, telecom, rail, and other infrastructure-related end markets, today reported financial results for the fourth quarter and full year ended December 31, 2023.
CTOS Fourth-Quarter and Full-Year Highlights

•Total quarterly revenue of $521.8 million and annual revenue of $1,865.1 million, as a result of continued strong demand across our end markets
•Quarterly gross profit of $126.8 million, a decrease of $1.5 million, or 1.2%, compared to $128.3 million for fourth quarter 2022 and annual gross profit of $454.3 million, an increase of $70.5 million, or 18.4%, compared to $383.7 million for 2022
•Adjusted gross profit increased 1.2% to $171.1 million compared to $169.1 million for fourth quarter 2022 and annual adjusted gross profit of $624.9 million, an increase of $69.5 million or 12.5%, compared to $555.5 million for 2022
•Quarterly net income decreased $14.8 million to $16.1 million, compared to net income of $30.9 million in fourth quarter 2022 and annual 2023 net income increased $11.8 million to $50.7 million, compared to full-year 2022 net income of $38.9 million
•Quarterly Adjusted EBITDA of $118.4 million compared to $124.5 million in the fourth quarter 2022 and annual Adjusted EBITDA of $426.9 million, an increase of $34.0 million, or 8.6%, compared to 2022 full-year Adjusted EBITDA of $393.0 million

“Our fourth quarter results concluded a strong year despite some end-market pressures in the second half of the year. In 2023, our TES segment realized 29% revenue growth compared to 2022. In addition, our ERS segment realized 10% year-over-year revenue growth. Our entire team was instrumental in achieving record vehicle production this year, which helped drive the performance in both segments,” said Ryan McMonagle, Chief Executive Officer of CTOS. “As we head into 2024, we continue to see strong demand from customers across all our primary end-markets and in all three of our business segments. Our outlook for this year makes it clear that we expect 2024 to be another year of growth for Custom Truck. A strong focus on capital allocation this year will allow us to pursue our growth strategy and to deliver free cash flow generation and continued deleveraging, all of which will create long-term value for shareholders,” McMonagle added.

Summary Financial Results
Three Months Ended December 31,Twelve Months Ended December 31,
Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Rental revenue$120,244 $127,829 $478,910 $464,039 $118,209 
Equipment sales366,967 325,746 1,253,453 982,341 283,079 
Parts sales and services34,543 33,149 132,737 126,706 33,065 
Total revenue521,754 486,724 1,865,100 1,573,086 434,353 
Gross profit$126,824 $128,325 $454,260 $383,748 $107,156 
Net income$16,122 $30,937 $50,712 $38,905 $9,180 
Adjusted EBITDA1
$118,361 $124,484 $426,930 $392,978 $100,185 
1 - Adjusted EBITDA is a non-GAAP financial measure. Further information and reconciliations for our non-GAAP measures to the most directly comparable financial measure under United States generally accepted accounting principles (“GAAP”) are included at the end of this press release.


Summary Financial Results by Segment
Our results are reported for our three segments: Equipment Rental Solutions (“ERS”), Truck and Equipment Sales (“TES”) and Aftermarket Parts and Services (“APS”). ERS encompasses our core rental business, inclusive of sales of rental equipment to our customers. TES encompasses our specialized truck and equipment production and sales activities. APS encompasses sales and rentals of parts, tools and other supplies to our customers, as well as our aftermarket repair service operations.
Equipment Rental Solutions
Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Rental revenue$116,594 $123,429 $463,139 $449,108 $114,929 
Equipment sales68,023 78,472 263,028 212,146 52,175 
Total revenue184,617 201,901 726,167 661,254 167,104 
Cost of rental revenue28,222 26,735 118,236 106,598 29,613 
Cost of equipment sales49,799 57,504 198,510 158,167 37,828 
Depreciation of rental equipment43,230 39,836 167,199 167,962 41,652 
Total cost of revenue121,251 124,075 483,945 432,727 109,093 
Gross profit$63,366 $77,826 $242,222 $228,527 $58,011 

Truck and Equipment Sales
Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Equipment sales$298,944 $247,274 $990,425 $770,195 $230,904 
Cost of equipment sales246,047 202,887 817,639 647,685 191,084 
Gross profit$52,897 $44,387 $172,786 $122,510 $39,820 

Aftermarket Parts and Services
Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Rental revenue$3,650 $4,400 $15,771 $14,931 $3,280 
Parts and services revenue34,543 33,149 132,737 126,706 33,065 
Total revenue38,193 37,549 148,508 141,637 36,345 
Cost of revenue26,613 30,470 105,791 105,185 26,203 
Depreciation of rental equipment1,019 967 3,465 3,741 817 
Total cost of revenue27,632 31,437 109,256 108,926 27,020 
Gross profit$10,561 $6,112 $39,252 $32,711 $9,325 



Summary Combined Operating Metrics
Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Ending OEC(a) (as of period end)
$1,455,708 $1,455,820 $1,455,708 $1,455,820 $1,466,000 
Average OEC on rent(b)
$1,159,164 $1,267,600 $1,183,253 $1,187,950 $1,155,600 
Fleet utilization(c)
77.6 %86.3 %80.4 %83.9 %78.9 %
OEC on rent yield(d)
41.1 %39.5 %40.4 %39.1 %40.8 %
Sales order backlog(e) (as of period end)
$688,559 $754,142 $688,559 $754,142 $779,295 
(a) Ending OEC — original equipment cost (“OEC”) is the original equipment cost of units at the end of the measurement period.
(b) Average OEC on rent — Average OEC on rent is calculated as the weighted-average OEC on rent during the stated period.
(c) Fleet utilization — total number of days the rental equipment was rented during a specified period of time divided by the total number of days available during the same period and weighted based on OEC.
(d) OEC on rent yield (“ORY”) — a measure of return realized by our rental fleet during a period. ORY is calculated as rental revenue (excluding freight recovery and ancillary fees) during the stated period divided by the Average OEC on rent for the same period. For period less than 12 months, ORY is adjusted to an annualized basis.
(e) Sales order backlog — purchase orders received for customized and stock equipment. Sales order backlog should not be considered an accurate measure of future net sales.

Management Commentary
Total revenue in 2023 was characterized by strong year-over-year customer demand for equipment sales, rental equipment and for parts sales and service, with full-year revenue increasing 18.6% to $1,865.1 million, as compared to full-year revenue in 2022 of $1,573.1 million. In the fourth quarter of 2023, total revenue was $521.8 million, an increase of 7.2% from the fourth quarter of 2022. Equipment sales increased 12.7% in the fourth quarter of 2023 to $367.0 million, compared to $325.7 million in the fourth quarter of 2022, reflecting record levels of production, continuing improvements in the supply chain, and our ability to replenish inventory. Full-year 2023 equipment sales revenue improved 27.6% to $1,253.5 million, compared to full-year 2022 equipment sales revenue of $982.3 million. Fourth quarter 2023 rental revenue decreased 5.9% to $120.2 million, compared to $127.8 million in the fourth quarter of 2022, due to lower utilization and a decline in average OEC on rent. Full-year 2023 rental revenue improved 3.2% to $478.9 million, compared to full-year 2022 rental revenue of $464.0 million. Parts sales and service revenue increased 4.2% in the fourth quarter of 2023 to $34.5 million, compared to $33.1 million in the fourth quarter of 2022. Full-year 2023 parts sales and service revenue improved 4.8% to $132.7 million, compared to full-year 2022 parts sales and service revenue of $126.7 million.
In our ERS segment, rental revenue in the fourth quarter of 2023 was $116.6 million compared to $123.4 million in the fourth quarter of 2022, a 5.5% decrease. Fleet utilization declined to 77.6% compared to 86.3% in the fourth quarter of 2022, due to a decline in demand in the utility market. Average OEC on rent decreased 8.6% year-over-year, primarily as a result of the lower utilization in the quarter was impacted by a slowdown in transmission work caused by our customers’ supply chain delays, as well as regulatory and funding bottlenecks. Gross profit in the segment in the fourth quarter of 2023 and 2022 was $63.4 million and $77.8 million, respectively. Adjusted gross profit in the segment was $106.6 million in the fourth quarter of 2023, compared to $117.7 million in the fourth quarter of 2022. Adjusted gross profit from rentals, which excludes depreciation of rental equipment, decreased to $88.4 million in the fourth quarter of 2023 compared to $96.7 million in the fourth quarter of 2022.
Revenue in our TES segment increased 20.9%, to $298.9 million in the fourth quarter of 2023, from $247.3 million in the fourth quarter of 2022, as a result of continued supply chain improvements, which allowed us to acquire more inventory and achieve record production levels that led to greater order fulfillments, as well as sustained strong customer demand. Gross profit improved by 19.1% to $52.9 million in the fourth quarter of 2023 compared to $44.4 million in the fourth quarter of 2022. At the end of the fourth quarter, TES saw a reduction in backlog of 11.6% to $688.6 million compared to the end of the third quarter of 2023, and a reduction of 8.7% from the fourth quarter of 2022, primarily for the reasons detailed above, as well as the fact that new equipment sales revenue increased 29.5% in the fourth quarter of 2023 compared to the third quarter of 2023.
APS segment revenue experienced an increase of $0.6 million, or 1.6%, in the fourth quarter of 2023, to $38.2 million, as compared to $37.5 million in the fourth quarter of 2022 as a result of growth in demand for parts, tools and accessories (“PTA”) sales. Gross profit in the segment improved 72.8% in the fourth quarter of 2023 to $10.6 million, as compared to $6.1 million in the fourth quarter of 2022 as a result of the Company’s focus on managing costs.
Net income was $16.1 million in the fourth quarter of 2023 compared to $30.9 million for the fourth quarter of 2022. The decrease in net income is primarily the result of higher interest expense on variable-rate debt and variable-rate floorplan liabilities.
Adjusted EBITDA for the fourth quarter of 2023 was $118.4 million, compared to $124.5 million for the fourth quarter of 2022. The decrease in Adjusted EBITDA was largely driven by higher costs associated with variable-rate floorplan liabilities as a result of higher rates and inventory levels in 2023 compared to 2022.


As of December 31, 2023, cash and cash equivalents was $10.3 million. Total Debt outstanding was $1,517.8 million, Net Debt was $1,507.5 million and Net Leverage Ratio was 3.5x as of December 31, 2023. Availability under the senior secured credit facility was $194.5 million as of December 31, 2023, and based on our borrowing base, we have an additional $323.6 million of availability that we can potentially utilize by upsizing our existing facility. For the twelve months ended December 31, 2023, Ending OEC decreased by $0.1 million as our fleet additions were more than offset by our continued focus on selling older equipment from our rental fleet at current advantageous residual values. With an average fleet age of 3.5 years, we believe our fleet is well positioned to capitalize from continuing strong rental demand. During the three months ended December 31, 2023, CTOS purchased approximately $18.9 million of its common stock.

2024 Outlook
We are providing our full-year revenue and Adjusted EBITDA guidance for 2024 at this time. We expect 2024 to be another year of growth. We believe TES will continue to benefit from good demand and our strong backlog entering the year. We believe the ERS outlook from our rental customers for long-term demand and growth remains strong. In 2024, we are currently experiencing some near-term headwinds in our utility end markets, largely related to our customers’ supply chain issues and timing of the commencement of certain transmission projects, which is driving lower OEC on rent in our core T&D markets. As these markets recover and grow in 2024, we expect to further grow our rental fleet (based on net OEC) by mid-single digits. Regarding TES, supply chain improvements, healthy inventory levels exiting 2023, and historically high backlog levels will continue to improve our ability to produce and deliver even more units in 2024. Further, after a year of significant strategic investment in inventory levels in 2023, we expect to generate meaningful free cash flow in 2024, setting a target to generate more than $100 million of levered free cash flow1 and delivering a net leverage ratio of less than 3.0 times by the end of the fiscal year. “Our FY24 outlook reflects the long-term strength of our end markets and the continued focus by our teams to profitably grow our business. The outlook also reflects the risks associated with some continued challenges for our rental customers, particularly in the T&D sector, which we expect could persist through a large portion of the fiscal year,” said Ryan McMonagle, Chief Executive Officer of CTOS.
2024 Consolidated Outlook
Revenue$2,000 million—$2,180 million
Adjusted EBITDA2
$440 million—$470 million
2024 Revenue Outlook by Segment
ERS$730 million—$760 million
TES$1,115 million—$1,255 million
APS$155 million—$165 million
1 - Levered Free Cash Flow is defined as net cash provided by operating activities, less cash flows from investing activities, excluding acquisitions, plus acquisition of inventory through floor plan payables – non-trade less repayment of floor plan payables – non-trade, both of which are included in cash flow from financing activities in our Consolidated Statements of Cash Flows.
2 - CTOS is not able to present a quantitative reconciliation of its forward-looking Adjusted EBITDA for the year ending December 31, 2024 to its most directly comparable GAAP financial measure, net income, because management cannot reliably forecast net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP net income including, but not limited to, customer buyout requests on rentals with rental purchase options, income tax expense and changes in fair value of derivative financial instruments. Adjusted EBITDA should not be used to predict net income as the difference between the two measures is variable.

CONFERENCE CALL INFORMATION
The Company has scheduled a conference call at 5:00 P.M. Eastern Time on March 7, 2024, to discuss its fourth quarter and full year 2023 financial results. A webcast will be publicly available at: investors.customtruck.com. To listen by phone, please dial 1-800-715-9871 or 1-646-307-1963 and provide the operator with conference ID 6601040. A replay of the call will be available until 11:59 P.M. Eastern Time, Thursday, March 14, 2024, by dialing 1-800-770-2030 or 1-609-800-9909 and entering passcode 6601040.
ABOUT CTOS
CTOS is one of the largest providers of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America, with a differentiated “one-stop-shop” business model. CTOS offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets, including electric lines, telecommunications networks and rail systems. The Company's coast-to-coast rental fleet of more than 10,300 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit customtruck.com.

FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are


intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's management’s control, that could cause actual results or outcomes to differ materially from those discussed in this press release. This press release is based on certain assumptions that the Company's management has made in light of its experience in the industry, as well as the Company’s perceptions of historical trends, current conditions, expected future developments and other factors the Company believes are appropriate in these circumstances. As you read and consider this press release, you should understand that these statements are not guarantees of performance or results. Many factors could affect the Company’s actual performance and results and could cause actual results to differ materially from those expressed in this press release. Important factors, among others, that may affect actual results or outcomes include: increases in labor costs, our inability to obtain raw materials, component parts and/or finished goods in a timely and cost-effective manner, and our inability to manage our rental equipment in an effective manner; competition in the equipment dealership and rental industries; our sales order backlog may not be indicative of the level of our future revenues; increases in unionization rate in our workforce; our inability to recruit and retain the experienced personnel, including skilled technicians, we need to compete in our industries; our inability to attract and retain highly skilled personnel and our inability to retain or plan for succession of our senior management; material disruptions to our operation and manufacturing locations as a result of public health concerns, equipment failures, natural disasters, work stoppages, power outages or other reasons; potential impairment charges; any further increase in the cost of new equipment that we purchase for use in our rental fleet or for sale as inventory; aging or obsolescence of our existing equipment, and the fluctuations of market value thereof; disruptions in our supply chain; our business may be impacted by government spending; we may experience losses in excess of our recorded reserves for receivables; uncertainty relating to macroeconomic conditions, unfavorable conditions in the capital and credit markets and our inability to obtain additional capital as required; increases in price of fuel or freight; regulatory technological advancement, or other changes in our core end-markets may affect our customer’s spending; difficulty in integrating acquired businesses and fully realizing the anticipated benefits and cost savings of the acquired businesses, as well as additional transaction and transition costs that we will continue to incur following acquisitions; the interest of our majority stockholder, which may not be consistent with the other stockholders; our significant indebtedness, which may adversely affect our financial position, limit our available cash and our access to additional capital, prevent us from growing our business and increase our risk of default; our inability to generate cash, which could lead to a default; significant operating and financial restrictions imposed by our debt agreements; changes in interest rates, which could increase our debt service obligations on the variable rate indebtedness and decrease our net income and cash flows; disruptions or security compromises in our information technology systems or those of our critical services providers could adversely affect our operating result by subjecting us to liability, and limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, or implement strategic initiatives; we are subject to complex laws and regulations, including environmental and safety regulations that can adversely affect cost, manner or feasibility of doing business; material weakness in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements; we are subject to a series of risks related to climate change; and increased attention to, and evolving expectations for, sustainability and environmental, social and governance initiatives. For a more complete description of these and other possible risks and uncertainties, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and its subsequent reports filed with the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements.
INVESTOR CONTACT
Brian Perman, Vice President, Investor Relations
(816) 723 - 7906
investors@customtruck.com



CUSTOM TRUCK ONE SOURCE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s except per share data)2023202220232022
Revenue
Rental revenue$120,244 $127,829 $478,910 $464,039 $118,209 
Equipment sales366,967 325,746 1,253,453 982,341 283,079 
Parts sales and services34,543 33,149 132,737 126,706 33,065 
Total revenue521,754 486,724 1,865,100 1,573,086 434,353 
Cost of Revenue
Cost of rental revenue28,444 27,481 120,198 110,272 29,874 
Depreciation of rental equipment44,249 40,803 170,664 171,703 42,469 
Cost of equipment sales295,846 260,391 1,016,149 805,852 228,912 
Cost of parts sales and services26,391 29,724 103,829 101,511 25,942 
Total cost of revenue394,930 358,399 1,410,840 1,189,338 327,197 
Gross Profit126,824 128,325 454,260 383,748 107,156 
Operating Expenses
Selling, general and administrative expenses59,429 58,599 231,403 210,868 56,955 
Amortization7,134 6,940 27,110 33,940 6,698 
Non-rental depreciation2,683 2,112 10,656 9,414 2,602 
Transaction expenses and other4,104 9,026 14,143 26,218 2,890 
Total operating expenses73,350 76,677 283,312 280,440 69,145 
Operating Income53,474 51,648 170,948 103,308 38,011 
Other Expense (Income)
Interest expense, net36,370 26,582 131,315 88,906 34,144 
Financing and other income(3,699)(6,425)(18,443)(32,330)(5,745)
Total other expense32,671 20,157 112,872 56,576 28,399 
Income Before Income Taxes20,803 31,491 58,076 46,732 9,612 
Income Tax Expense4,681 554 7,364 7,827 432 
Net Income $16,122 $30,937 $50,712 $38,905 $9,180 
Net Income Per Share:
Basic$0.07 $0.13 $0.21 $0.16 $0.04 
Diluted$0.07 $0.13 $0.21 $0.16 $0.04 




CUSTOM TRUCK ONE SOURCE, INC.
CONSOLIDATED BALANCE SHEETS



(in $000s)December 31, 2023December 31, 2022
Assets
Current Assets
Cash and cash equivalents$10,309 $14,360 
Accounts receivable, net 215,089 193,106 
Financing receivables, net30,845 38,271 
Inventory985,794 596,724 
Prepaid expenses and other23,862 25,784 
Total current assets1,265,899 868,245 
Property and equipment, net142,115 121,956 
Rental equipment, net916,704 883,674 
Goodwill704,011 703,827 
Intangible assets, net277,212 304,132 
Operating lease assets38,426 29,434 
Other assets23,430 26,944 
Total Assets$3,367,797 $2,938,212 
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable$117,653 $87,255 
Accrued expenses73,847 68,784 
Deferred revenue and customer deposits28,758 34,671 
Floor plan payables - trade253,197 136,634 
Floor plan payables - non-trade409,113 293,536 
Operating lease liabilities - current6,564 5,262 
Current maturities of long-term debt8,257 6,940 
Current portion of finance lease obligations— 1,796 
Total current liabilities897,389 634,878 
Long-term debt, net1,487,136 1,354,766 
Finance leases— 3,206 
Operating lease liabilities - noncurrent32,714 24,818 
Deferred income taxes33,355 29,086 
Warrants and other liabilities— 3,015 
Total long-term liabilities1,553,205 1,414,891 
Commitments and contingencies
Stockholders' Equity
Common stock25 25 
Treasury stock, at cost(56,524)(15,537)
Additional paid-in capital1,537,553 1,521,487 
Accumulated other comprehensive loss(5,978)(8,947)
Accumulated deficit(557,873)(608,585)
Total stockholders' equity917,203 888,443 
Total Liabilities and Stockholders' Equity$3,367,797 $2,938,212 



CUSTOM TRUCK ONE SOURCE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Twelve Months Ended December 31,
(in $000s)20232022
Operating Activities
Net income$50,712 $38,905 
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization218,993 223,483 
Amortization of debt issuance costs5,653 4,860 
Provision for losses on accounts receivable8,522 12,650 
Share-based compensation13,309 12,297 
Gain on sales and disposals of rental equipment(67,721)(55,213)
Change in fair value of derivative and warrants(2,485)(20,290)
Deferred tax expense4,241 7,387 
Changes in assets and liabilities:
Accounts and financing receivables(20,879)(36,821)
Inventories(388,063)(194,691)
Prepaids, operating leases and other3,518 (11,936)
Accounts payable28,339 (5,589)
Accrued expenses and other liabilities4,339 8,108 
Floor plan payables - trade, net116,563 63,920 
Customer deposits and deferred revenue(5,924)(1,102)
Net cash flow from operating activities(30,883)45,968 
Investing Activities
Acquisition of businesses, net of cash acquired— (49,832)
Purchases of rental equipment(364,190)(340,791)
Proceeds from sales and disposals of rental equipment229,559 205,852 
Purchase of non-rental property and cloud computing arrangements(41,967)(34,165)
Net cash flow from investing activities(176,598)(218,936)
Financing Activities
Proceeds from debt21,417 — 
Share-based payments792 (1,838)
Borrowings under revolving credit facilities221,046 153,036 
Repayments under revolving credit facilities(106,377)(110,249)
Repayments of notes payable(7,679)(1,012)
Finance lease payments(2,682)(3,955)
Repurchase of common stock(38,845)(10,279)
Acquisition of inventory through floor plan payables - non-trade789,199 619,896 
Repayment of floor plan payables - non-trade(673,622)(491,599)
Payment of debt issuance costs(373)(104)
Net cash flow from financing activities202,876 153,896 
Effect of exchange rate changes on cash and cash equivalents554 (2,470)
Net Change in Cash and Cash Equivalents(4,051)(21,542)
Cash and Cash Equivalents at Beginning of Period14,360 35,902 
Cash and Cash Equivalents at End of Period$10,309 $14,360 


Twelve Months Ended December 31,
(in $000s)20232022
Supplemental Cash Flow Information
Interest paid$122,868 $81,177 
Income taxes paid2,133 567 
Non-Cash Investing and Financing Activities
Property and equipment purchases in accounts payable2,120 68 
Rental equipment sales in accounts receivable22,517 11,283 




CUSTOM TRUCK ONE SOURCE, INC.

NON-GAAP FINANCIAL AND PERFORMANCE MEASURES
In our press release and schedules, and on the related conference call, we report certain financial measures that are not required by, or presented in accordance with, United States generally accepted accounting principles (“GAAP”). We utilize these financial measures to manage our business on a day-to-day basis and some of these measures are commonly used in our industry to evaluate performance by excluding items considered to be non-recurring. We believe these non-GAAP measures provide investors expanded insight to assess performance, in addition to the standard GAAP-based financial measures. The press release schedules reconcile the most directly comparable GAAP measure to each non-GAAP measure that we refer to. Although management evaluates and presents these non-GAAP measures for the reasons described herein, please be aware that these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for revenue, operating income/loss, net income/loss, earnings/loss per share or any other comparable measure prescribed by GAAP. In addition, we may calculate and/or present these non-GAAP financial measures differently than measures with the same or similar names that other companies report, and as a result, the non-GAAP measures we report may not be comparable to those reported by others.
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial performance measure that we use to monitor our results of operations, to measure performance against debt covenants and performance relative to competitors. We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of operating performance, without regard to financing methods or capital structures. We exclude the items identified in the reconciliations of net income (loss) to Adjusted EBITDA because these amounts are either non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, including the method by which the assets were acquired, and capital structures. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from Adjusted EBITDA. Our computation of Adjusted EBITDA may not be identical to other similarly titled measures of other companies.
We define Adjusted EBITDA as net income or loss before interest expense, income taxes, depreciation and amortization, share-based compensation, and other items that we do not view as indicative of ongoing performance. Our Adjusted EBITDA includes an adjustment to exclude the effects of purchase accounting adjustments when calculating the cost of inventory and used equipment sold. When inventory or equipment is purchased in connection with a business combination, the assets are revalued to their current fair values for accounting purposes. The consideration transferred (i.e., the purchase price) in a business combination is allocated to the fair values of the assets as of the acquisition date, with amortization or depreciation recorded thereafter following applicable accounting policies; however, this may not be indicative of the actual cost to acquire inventory or new equipment that is added to product inventory or the rental fleets apart from a business acquisition. Additionally, the pricing of rental contracts and equipment sales prices for equipment is based on OEC, and we measure a rate of return from rentals and sales using OEC. We also include an adjustment to remove the impact of accounting for certain of our rental contracts with customers containing a rental purchase option that are accounted for under GAAP as a sales-type lease. We include this adjustment because we believe continuing to reflect the transactions as an operating lease better reflects the economics of the transactions given our large portfolio of rental contracts. These, and other, adjustments to GAAP net income or loss that are applied to derive Adjusted EBITDA are specified by our senior secured credit agreements.

Adjusted Gross Profit. We present total gross profit excluding rental equipment depreciation (“Adjusted Gross Profit”) as a non-GAAP financial performance measure. This measure differs from the GAAP definition of gross profit, as we do not include the impact of depreciation expense, which represents non-cash expense. We use this measure to evaluate operating margins and the effectiveness of the cost of our rental fleet.

Net Debt. We present the non-GAAP financial measure “Net Debt,” which is total debt (the most comparable GAAP measure, calculated as current and long-term debt, excluding deferred financing fees, plus current and long-term finance lease obligations) minus cash and cash equivalents. We believe this non-GAAP measure is useful to investors to evaluate our financial position.

Net Leverage Ratio. Net leverage ratio is a non-GAAP financial performance measure used by management and we believe it provides useful information to investors because it is an important measure to evaluate our debt levels and progress toward leverage targets, which is consistent with the manner our lenders and management use this measure. We define net leverage ratio as net debt divided by Adjusted EBITDA.


CUSTOM TRUCK ONE SOURCE, INC.
SCHEDULE 1 — ADJUSTED EBITDA RECONCILIATION
(unaudited)
Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Net income$16,122 $30,937 $50,712 $38,905 $9,180 
Interest expense24,712 21,432 94,694 76,265 24,044 
Income tax expense4,681 554 7,364 7,827 432 
Depreciation and amortization56,909 52,362 218,993 223,483 54,552 
EBITDA102,424 105,285 371,763 346,480 88,208 
   Adjustments:
   Non-cash purchase accounting impact (1)
6,190 8,268 19,742 23,069 5,884 
   Transaction and integration costs (2)
4,104 9,026 14,143 26,218 2,890 
   Sales-type lease adjustment (3)
2,722 1,411 10,458 5,204 1,640 
   Share-based payments (4)
2,997 2,771 13,309 12,297 2,843 
Change in fair value of derivative and warrants (5)
(76)(2,277)(2,485)(20,290)(1,280)
Adjusted EBITDA$118,361 $124,484 $426,930 $392,978 $100,185 
Adjusted EBITDA is defined as net income (loss) plus interest expense, provision for income taxes, depreciation and amortization, and further adjusted for non-cash purchase accounting impact, transaction and process improvement costs, including business integration expenses, share-based payments, the change in fair value of derivative instruments, sales-type lease adjustment, and other special charges that are not expected to recur. This non-GAAP measure is subject to certain limitations.

(1)    Represents the non-cash impact of purchase accounting, net of accumulated depreciation, on the cost of equipment and inventory sold. The equipment and inventory acquired received a purchase accounting step-up in basis, which is a non-cash adjustment to the equipment cost pursuant to our credit agreement.
(2)    Represents transaction and process improvement costs related to acquisitions of businesses, including post-acquisition integration costs, which are recognized within operating expenses in our Consolidated Statements of Comprehensive Net Income (Loss). These expenses are comprised of professional consultancy, legal, tax and accounting fees. Also included are expenses associated with the integration of acquired businesses. These expenses are presented as adjustments to net income (loss) pursuant to our ABL Credit Agreement.
(3)    Represents the adjustment for the impact of sales-type lease accounting for certain leases containing RPOs, as the application of sales-type lease accounting is not deemed to be representative of the ongoing cash flows of the underlying rental contracts. This adjustment is made pursuant to our credit agreement.
Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Equipment sales$(1,529)$(14,518)$(58,064)$(41,525)$(12,760)
Cost of equipment sales1,362 14,509 55,716 37,582 11,714 
Gross profit(167)(9)(2,348)(3,943)(1,046)
Interest income(3,770)(4,303)(16,065)(12,130)(4,461)
Rental invoiced6,659 5,723 28,871 21,277 7,147 
Sales-type lease adjustment$2,722 $1,411 $10,458 $5,204 $1,640 
(4) Represents non-cash share-based compensation expense associated with the issuance of stock options and restricted stock units.
(5) Represents the charge to earnings for our interest rate collar and the change in fair value of the liability for warrants.




Reconciliation of Adjusted Gross Profit
(unaudited)
The following table presents the reconciliation of adjusted gross profit:

Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Revenue
Rental revenue$120,244 $127,829 $478,910 $464,039 $118,209 
Equipment sales366,967 325,746 1,253,453 982,341 283,079 
Parts sales and services34,543 33,149 132,737 126,706 33,065 
Total revenue521,754 486,724 1,865,100 1,573,086 434,353 
Cost of Revenue
Cost of rental revenue28,444 27,481 120,198 110,272 29,874 
Depreciation of rental equipment44,249 40,803 170,664 171,703 42,469 
Cost of equipment sales295,846 260,391 1,016,149 805,852 228,912 
Cost of parts sales and services26,391 29,724 103,829 101,511 25,942 
Total cost of revenue394,930 358,399 1,410,840 1,189,338 327,197 
Gross Profit126,824 128,325 454,260 383,748 107,156 
Plus: depreciation of rental equipment44,249 40,803 170,664 171,703 42,469 
Adjusted gross profit$171,073 $169,128 $624,924 $555,451 $149,625 


Reconciliation of ERS Segment Adjusted Gross Profit and Adjusted Gross Profit from Rentals
(unaudited)
The following table presents the reconciliation of ERS segment adjusted gross profit:

Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Revenue
Rental revenue$116,594 $123,429 $463,139 $449,108 $114,929 
Equipment sales68,023 78,472 263,028 212,146 52,175 
Total revenue184,617 201,901 726,167 661,254 167,104 
Cost of Revenue
Cost of rental revenue28,222 26,735 118,236 106,598 29,613 
Cost of equipment sales49,799 57,504 198,510 158,167 37,828 
Depreciation of rental equipment43,230 39,836 167,199 167,962 41,652 
Total cost of revenue121,251 124,075 483,945 432,727 109,093 
Gross profit63,366 77,826 242,222 228,527 58,011 
Plus: depreciation of rental equipment43,230 39,836 167,199 167,962 41,652 
Adjusted gross profit$106,596 $117,662 $409,421 $396,489 $99,663 



The following table presents the reconciliation of ERS adjusted gross profit from rentals:
Three Months Ended December 31,Twelve Months Ended December 31,Three Months
Ended
September 30, 2023
(in $000s)2023202220232022
Rental revenue$116,594 $123,429 $463,139 $449,108 $114,929 
Cost of rental revenue28,222 26,735 118,236 106,598 29,613 
Adjusted gross profit from rentals$88,372 $96,694 $344,903 $342,510 $85,316 


Reconciliation of Net Debt
(unaudited)
The following table presents the reconciliation of net debt:
(in $000s)December 31, 2023
Current maturities of long-term debt$8,257 
Long-term debt, net1,487,136 
Deferred financing fees22,406 
Less: cash and cash equivalents(10,309)
Net debt$1,507,490 


Reconciliation of Net Leverage Ratio
(unaudited)
The following table presents the reconciliation of the net leverage ratio:
(in $000s)
Twelve Months
Ended
December 31, 2023
Net debt$1,507,490 
Divided by: Adjusted EBITDA426,930 
Net leverage ratio3.53 

v3.24.0.1
Cover Page
Mar. 07, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Mar. 07, 2024
Entity Registrant Name CUSTOM TRUCK ONE SOURCE, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38186
Entity Tax Identification Number 84-2531628
Entity Address, Address Line One 7701 Independence Avenue
Entity Address, City or Town Kansas City
Entity Address, State or Province MO
Entity Address, Postal Zip Code 64125
City Area Code 816
Local Phone Number 241-4888
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001709682
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol CTOS
Security Exchange Name NYSE
Redeemable Warrants  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, exercisable for Common Stock, $0.0001 par value
Trading Symbol CTOS.WS
Security Exchange Name NYSE
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