CTOS Custom Truck One Source Inc

Custom Truck One Source, Inc. (NYSE: CTOS), a leading provider of specialty equipment to the electric utility, telecom, rail, forestry, waste management and other infrastructure-related end markets, today reported financial results for its three and six months ended June 30, 2024.

CTOS Second-Quarter Highlights

• Total revenue of $423.0 million, a decrease of $33.8 million, or 7.4%, compared to $456.8 million for the second quarter of 2023 primarily due to fewer rental asset sales and lower rental demand from the utility end market
• Gross profit of $89.3 million, a decline of $21.4 million, or 19.3%, compared to $110.6 million for the second quarter of 2023
• Adjusted Gross Profit of $133.9 million, a decrease of $20.4 million, or 13.2%, compared to $154.2 million for the second quarter of 2023
• Net loss of $24.5 million, compared to net income of $11.6 million in the second quarter of 2023
• Adjusted EBITDA of $80.1 million, a decrease of $23.1 million, or 22.4%, compared to $103.2 million in the second quarter of 2023

“Despite a sequential decline in net income, we delivered sequential Adjusted EBITDA growth in the second quarter compared to the first quarter of 2024. While we are not satisfied with our financial results for the first half of the year, we believe CTOS is well-positioned to capitalize on the secular tailwinds we see in the end markets we serve, driven by AI and data center investment, electrification, and utility grid upgrades. As we have discussed on our recent earnings calls, we continue to be impacted by a slow-down in work in our core T&D markets, which primarily impacts our ERS segment. We believe that this decline is temporary, and we are already seeing signs of improvement in the third quarter. We anticipate a return to growth in 2025,” said Ryan McMonagle, Chief Executive Officer of CTOS. “We continue to see good demand in our infrastructure, rail and telecom end markets, which all contributed to our TES segment performance. Segment sales are up 6% for the first half of 2024, on top of the nearly 30% growth we experienced in fiscal 2023. Our sales backlog has returned to a more normalized level of just under six months, as OEM production and overall supply chain continue to improve,” McMonagle added.

Summary Actual Financial Results

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

 

2023

 

 

2024

 

 

 

2023

 

Rental revenue

$

102,997

 

 

$

122,169

 

$

209,168

 

 

$

240,457

 

$

106,171

 

Equipment sales

 

285,633

 

 

 

302,117

 

 

558,235

 

 

 

603,407

 

 

272,602

 

Parts sales and services

 

34,383

 

 

 

32,544

 

 

66,917

 

 

 

65,129

 

 

32,534

 

Total revenue

 

423,013

 

 

 

456,830

 

 

834,320

 

 

 

908,993

 

 

411,307

 

Gross Profit

$

89,267

 

 

$

110,619

 

$

179,976

 

 

$

220,280

 

$

90,709

 

Adjusted Gross Profit1

$

133,852

 

 

$

154,235

 

$

268,305

 

 

$

304,226

 

$

134,453

 

Net Income (Loss)

$

(24,478

)

 

$

11,610

 

$

(38,813

)

 

$

25,410

 

$

(14,335

)

Adjusted EBITDA1

$

80,056

 

 

$

103,183

 

$

157,432

 

 

$

208,383

 

$

77,376

 

1

 

Each of Adjusted Gross Profit and Adjusted EBITDA is a non-GAAP measure. Further information and reconciliations for our non-GAAP measures to the most directly comparable measure under United States generally accepted accounting principles (“GAAP”) are included at the end of this press release.

Summary Actual 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 used rental equipment to our customers. TES encompasses our specialized truck and equipment production and new equipment 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 June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Rental revenue

$

100,699

 

$

117,832

 

$

203,987

 

$

231,616

 

$

103,288

Equipment sales

 

37,712

 

 

50,694

 

 

70,452

 

 

142,830

 

 

32,740

Total revenue

 

138,411

 

 

168,526

 

 

274,439

 

 

374,446

 

 

136,028

Cost of rental revenue

 

29,281

 

 

31,341

 

 

59,081

 

 

60,401

 

 

29,800

Cost of equipment sales

 

25,792

 

 

39,802

 

 

49,890

 

 

110,883

 

 

24,098

Depreciation of rental equipment

 

43,581

 

 

42,805

 

 

86,278

 

 

82,317

 

 

42,697

Total cost of revenue

 

98,654

 

 

113,948

 

 

195,249

 

 

253,601

 

 

96,595

Gross profit

$

39,757

 

$

54,578

 

$

79,190

 

$

120,845

 

$

39,433

Truck and Equipment Sales

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Equipment sales

$

247,921

 

$

251,423

 

$

487,783

 

$

460,577

 

$

239,862

Cost of equipment sales

 

205,526

 

 

205,464

 

 

402,228

 

 

380,508

 

 

196,702

Gross profit

$

42,395

 

$

45,959

 

$

85,555

 

$

80,069

 

$

43,160

Aftermarket Parts and Services

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Rental revenue

$

2,298

 

$

4,337

 

$

5,181

 

$

8,841

 

$

2,883

Parts and services revenue

 

34,383

 

 

32,544

 

 

66,917

 

 

65,129

 

 

32,534

Total revenue

 

36,681

 

 

36,881

 

 

72,098

 

 

73,970

 

 

35,417

Cost of revenue

 

28,562

 

 

25,988

 

 

54,816

 

 

52,975

 

 

26,254

Depreciation of rental equipment

 

1,004

 

 

811

 

 

2,051

 

 

1,629

 

 

1,047

Total cost of revenue

 

29,566

 

 

26,799

 

 

56,867

 

 

54,604

 

 

27,301

Gross profit

$

7,115

 

$

10,082

 

$

15,231

 

$

19,366

 

$

8,116

Summary Combined Operating Metrics

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

Ending OEC(a) (as of period end)

$

1,457,955

 

 

$

1,467,779

 

 

$

1,457,955

 

 

$

1,467,779

 

 

$

1,452,856

 

Average OEC on rent(b)

$

1,044,683

 

 

$

1,203,855

 

 

$

1,055,189

 

 

$

1,209,111

 

 

$

1,065,695

 

Fleet utilization(c)

 

71.7

%

 

 

81.7

%

 

 

72.4

%

 

 

82.6

%

 

 

73.3

%

OEC on rent yield(d)

 

40.0

%

 

 

40.1

%

 

 

40.3

%

 

 

39.8

%

 

 

40.5

%

Sales order backlog(e) (as of period end)

$

478,244

 

 

$

863,757

 

 

$

478,244

 

 

$

863,757

 

 

$

537,292

 

(a)

Ending OEC — Ending 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 periods of less than 12 months, the 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 In the second quarter of 2024, total revenue was $423.0 million, a decrease of 7.4% from the second quarter of 2023. Second quarter 2024 rental revenue decreased 15.7% to $103.0 million, compared to $122.2 million in the second quarter of 2023, due to lower utilization and average OEC on rent than we anticipated. Equipment sales decreased 5.5% in the second quarter of 2024 to $285.6 million, compared to $302.1 million in the second quarter of 2023, primarily driven by lower rental asset sales of used equipment. The Company continues to be impacted by end-market supply chain constraints, environmental, regulatory and customer financing factors affecting the timing of transmission job starts. These delays contributed to both lower than expected rental revenue and rental asset sales during this quarter.

In our ERS segment, rental revenue in the second quarter of 2024 was $100.7 million compared to $117.8 million in the second quarter of 2023, a 14.5% decrease. Fleet utilization declined to 71.7% compared to 81.7% in the second quarter of 2023. Average OEC on rent decreased 13% year-over-year, primarily as a result of the lower utilization in the quarter. Equipment sales decreased 25.6% in the second quarter of 2024 to $37.7 million compared to $50.7 million in the second quarter of 2023, due to market demand softness as a result of the current utility end market environment. ERS gross profit in the second quarter of 2024 and 2023 was $39.8 million and $54.6 million, respectively. Adjusted Gross Profit in the segment was $83.3 million in the second quarter of 2024, compared to $97.4 million in the second quarter of 2023. Adjusted gross profit from rentals, which excludes depreciation of rental equipment, decreased to $71.4 million in the second quarter of 2024 compared to $86.5 million in the second quarter of 2023.

Revenue in our TES segment decreased 1.4% to $247.9 million in the second quarter of 2024, from $251.4 million in the second quarter of 2023, as normalized supply chains have reduced product lead times and decreased the need for our customers to reserve equipment far in advance. Gross profit declined by 7.8% to $42.4 million in the second quarter of 2024 compared to $46.0 million in the second quarter of 2023. TES saw a reduction in backlog of 45% to $478.2 million compared to the second quarter of 2023, primarily as a result of utility market softness.

APS segment revenue remained flat in the second quarter of 2024 at $36.7 million, compared to $36.9 million in the second quarter of 2023. Gross profit margin decreased to 19.4% in the second quarter of 2024 from 27.3% in the second quarter of 2023 due to the lower levels of tools and accessories rentals and an increase in cost of revenue due to higher costs of materials.

Net loss was $24.5 million in the second quarter of 2024, compared to net income of $11.6 million for the second quarter of 2023. The $36.1 million decrease in net income is primarily due to lower revenue leading to decreased gross profit and higher interest expense on variable-rate debt and variable-rate floor plan liabilities.

Adjusted EBITDA for the second quarter of 2024 was $80.1 million, a decrease of 22.4%, compared to $103.2 million for the second quarter of 2023. The decrease in Adjusted EBITDA was largely driven by a decline in used equipment sales in our ERS segment as well as higher costs associated with variable-rate floorplan liabilities as a result of higher rates and inventory levels.

As of June 30, 2024, cash and cash equivalents was $8.1 million, Total Debt outstanding was $1,551.7 million, Net Debt was $1,543.7 million and Net Leverage Ratio was 4.11x. Availability under the senior secured credit facility was $159.5 million as of June 30, 2024, and based on our borrowing base, we have an additional $328.3 million of availability that we can potentially utilize by upsizing our existing facility. For the three months ended June 30, 2024, Ending OEC decreased by $5.099 million as we shifted allocation of new equipment builds in favor of our TES segment in order to capitalize on a continuing solid demand environment for vocational trucks. During the three months ended June 30, 2024, CTOS purchased $16.7 million of its common stock.

OUTLOOK We are updating our full-year revenue and Adjusted EBITDA1, 4 guidance for 2024. Our ERS segment has continued to experience near-term pressure in demand in the utility market as a result of financing, supply chain, and regulatory factors. These headwinds in our utility end markets are driving lower than anticipated OEC on rent in our core ERS segment and will likely continue for the remainder of this year. Regarding TES, supply chain improvements, healthy inventory levels, and more normalized backlog levels continue to improve our ability to produce and deliver more units in 2024, albeit at a lower growth rate than previously expected. Our customers continue to need our equipment but are choosing to delay purchase decisions influenced by both their expectation of lower interest rates to come and the uncertainty surrounding the upcoming election. While we are lowering our consolidated revenue and Adjusted EBITDA1, 4 guidance for the year, we continue to focus on generating positive free cash flow in 2024, but expect it to be lower than our previous target of generating more than $100 million of levered free cash flow2, 4. Also, we now expect to deliver a net leverage ratio3, 4 that will modestly decrease from current levels by the end of the fiscal year. “We continue to have confidence in the long-term strength of our end markets and the continued execution by our teams to profitably grow our business, better serve our customers and position CTOS for future growth. Our updated outlook reflects the risks associated with some near-term challenges for our customers in the T&D sector, which we now expect could persist through the balance of the fiscal year.” said Ryan McMonagle, Chief Executive Officer of CTOS.

2024 Consolidated Outlook

 

 

 

Revenue

$1,800 million

—

$1,980 million

Adjusted EBITDA1, 4

$340 million

—

$375 million

 

 

 

 

2024 Revenue Outlook by Segment

 

 

ERS

$610 million

—

$640 million

TES

$1,050 million

—

$1,190 million

APS

$140 million

—

$150 million

1

 

Adjusted EBITDA is a non-GAAP performance measure that we use to monitor our results of operations, to measure performance against debt covenants and performance relative to competitors. Refer to the section below entitled “Non-GAAP Financial and Performance Measures” for further information about Adjusted EBITDA.

2

 

Levered Free Cash Flow is defined as net cash provided by operating activities, less cash flow for 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.

3

 

Net leverage ratio is a non-GAAP 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. Refer to the section below entitled “Non-GAAP Financial and Performance Measures” for further information about net leverage ratio.

4

 

CTOS is unable to present a quantitative reconciliation of its forward-looking Adjusted EBITDA, Net Leverage Ratio and Levered Free Cash Flow for the year ending December 31, 2024 to their respective most directly comparable GAAP financial measure due to the high variability and difficulty in predicting certain items that affect such GAAP measures including, but not limited to, customer buyout requests on rentals with rental purchase options and income tax expense. Adjusted EBITDA, Net Leverage Ratio and Levered Free Cash Flow should not be used to predict their respective most directly comparable GAAP measure as the differences between the respective measures are variable and unpredictable.

CONFERENCE CALL INFORMATION The Company has scheduled a conference call at 5:00 p.m. ET on August 1, 2024, to discuss its second quarter 2024 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 2976854. A replay of the call will be available until 11:59 p.m. ET, Thursday, August 8, 2024, by dialing 1-800-770-2030 or 1-609-800-9909 and entering passcode 2976854.

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 approximately 10,200 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,” “suggests,” “plans,” “targets,” “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 and at such time. 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 customers’ 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 affecting our information technology systems or those of our critical services providers could adversely affect our operating results 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.

CUSTOM TRUCK ONE SOURCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s except per share data)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

Revenue

 

 

 

 

 

 

 

 

 

Rental revenue

$

102,997

 

 

$

122,169

 

 

$

209,168

 

 

$

240,457

 

 

$

106,171

 

Equipment sales

 

285,633

 

 

 

302,117

 

 

 

558,235

 

 

 

603,407

 

 

 

272,602

 

Parts sales and services

 

34,383

 

 

 

32,544

 

 

 

66,917

 

 

 

65,129

 

 

 

32,534

 

Total revenue

 

423,013

 

 

 

456,830

 

 

 

834,320

 

 

 

908,993

 

 

 

411,307

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

Cost of rental revenue

 

29,295

 

 

 

31,981

 

 

 

59,120

 

 

 

61,880

 

 

 

29,825

 

Depreciation of rental equipment

 

44,585

 

 

 

43,616

 

 

 

88,329

 

 

 

83,946

 

 

 

43,744

 

Cost of equipment sales

 

231,318

 

 

 

245,266

 

 

 

452,118

 

 

 

491,391

 

 

 

220,800

 

Cost of parts sales and services

 

28,548

 

 

 

25,348

 

 

 

54,777

 

 

 

51,496

 

 

 

26,229

 

Total cost of revenue

 

333,746

 

 

 

346,211

 

 

 

654,344

 

 

 

688,713

 

 

 

320,598

 

Gross Profit

 

89,267

 

 

 

110,619

 

 

 

179,976

 

 

 

220,280

 

 

 

90,709

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

55,697

 

 

 

58,028

 

 

 

113,692

 

 

 

115,019

 

 

 

57,995

 

Amortization

 

6,692

 

 

 

6,606

 

 

 

13,270

 

 

 

13,278

 

 

 

6,578

 

Non-rental depreciation

 

3,360

 

 

 

2,721

 

 

 

6,280

 

 

 

5,371

 

 

 

2,920

 

Transaction expenses and other

 

5,844

 

 

 

3,689

 

 

 

10,690

 

 

 

7,149

 

 

 

4,846

 

Total operating expenses

 

71,593

 

 

 

71,044

 

 

 

143,932

 

 

 

140,817

 

 

 

72,339

 

Operating Income

 

17,674

 

 

 

39,575

 

 

 

36,044

 

 

 

79,463

 

 

 

18,370

 

Other Expense

 

 

 

 

 

 

 

 

 

Interest expense, net

 

42,401

 

 

 

31,625

 

 

 

80,316

 

 

 

60,801

 

 

 

37,915

 

Financing and other expense (income)

 

(3,319

)

 

 

(5,048

)

 

 

(6,581

)

 

 

(8,999

)

 

 

(3,262

)

Total other expense

 

39,082

 

 

 

26,577

 

 

 

73,735

 

 

 

51,802

 

 

 

34,653

 

Income (Loss) Before Income Taxes

 

(21,408

)

 

 

12,998

 

 

 

(37,691

)

 

 

27,661

 

 

 

(16,283

)

Income Tax Expense (Benefit)

 

3,070

 

 

 

1,388

 

 

 

1,122

 

 

 

2,251

 

 

 

(1,948

)

Net Income (Loss)

$

(24,478

)

 

$

11,610

 

 

$

(38,813

)

 

$

25,410

 

 

$

(14,335

)

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) Per Share

 

 

 

 

 

 

 

 

 

Basic

$

(0.10

)

 

$

0.05

 

 

$

(0.16

)

 

$

0.10

 

 

$

(0.06

)

Diluted

$

(0.10

)

 

$

0.05

 

 

$

(0.16

)

 

$

0.10

 

 

$

(0.06

)

CUSTOM TRUCK ONE SOURCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

(in $000s)

June 30, 2024

 

December 31, 2023

Assets

 

 

 

Current Assets

 

 

 

Cash and cash equivalents

$

8,059

 

 

$

10,309

 

Accounts receivable, net

 

166,701

 

 

 

215,089

 

Financing receivables, net

 

15,225

 

 

 

30,845

 

Inventory

 

1,170,486

 

 

 

985,794

 

Prepaid expenses and other

 

20,041

 

 

 

23,862

 

Total current assets

 

1,380,512

 

 

 

1,265,899

 

Property and equipment, net

 

158,305

 

 

 

142,115

 

Rental equipment, net

 

947,630

 

 

 

916,704

 

Goodwill

 

705,220

 

 

 

704,011

 

Intangible assets, net

 

266,139

 

 

 

277,212

 

Operating lease assets

 

46,134

 

 

 

38,426

 

Other assets

 

19,628

 

 

 

23,430

 

Total Assets

$

3,523,568

 

 

$

3,367,797

 

Liabilities and Stockholders' Equity

 

 

 

Current Liabilities

 

 

 

Accounts payable

$

119,786

 

 

$

117,653

 

Accrued expenses

 

53,350

 

 

 

73,847

 

Deferred revenue and customer deposits

 

22,480

 

 

 

28,758

 

Floor plan payables - trade

 

385,501

 

 

 

253,197

 

Floor plan payables - non-trade

 

472,611

 

 

 

409,113

 

Operating lease liabilities - current

 

7,026

 

 

 

6,564

 

Current maturities of long-term debt

 

3,779

 

 

 

8,257

 

Total current liabilities

 

1,064,533

 

 

 

897,389

 

Long-term debt, net

 

1,528,433

 

 

 

1,487,136

 

Operating lease liabilities - noncurrent

 

40,295

 

 

 

32,714

 

Deferred income taxes

 

33,625

 

 

 

33,355

 

Total long-term liabilities

 

1,602,353

 

 

 

1,553,205

 

Commitments and contingencies

 

 

 

Stockholders' Equity

 

 

 

Common stock

 

25

 

 

 

25

 

Treasury stock, at cost

 

(82,094

)

 

 

(56,524

)

Additional paid-in capital

 

1,544,884

 

 

 

1,537,553

 

Accumulated other comprehensive loss

 

(9,447

)

 

 

(5,978

)

Accumulated deficit

 

(596,686

)

 

 

(557,873

)

Total stockholders' equity

 

856,682

 

 

 

917,203

 

Total Liabilities and Stockholders' Equity

$

3,523,568

 

 

$

3,367,797

 

CUSTOM TRUCK ONE SOURCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

Six Months Ended June 30,

(in $000s)

 

2024

 

 

 

2023

 

Operating Activities

 

 

 

Net income (loss)

$

(38,813

)

 

$

25,410

 

Adjustments to reconcile net income (loss) to net cash flow from operating activities:

 

 

 

Depreciation and amortization

 

113,958

 

 

 

107,532

 

Amortization of debt issuance costs

 

2,879

 

 

 

3,027

 

Provision for losses on accounts receivable

 

7,058

 

 

 

3,112

 

Share-based compensation

 

6,329

 

 

 

7,469

 

Gain on sales and disposals of rental equipment

 

(23,589

)

 

 

(32,643

)

Change in fair value of derivative and warrants

 

(527

)

 

 

(1,129

)

Deferred tax expense

 

270

 

 

 

1,849

 

Changes in assets and liabilities:

 

 

 

Accounts and financing receivables

 

24,605

 

 

 

27,344

 

Inventories

 

(182,751

)

 

 

(166,612

)

Prepaids, operating leases and other

 

4,853

 

 

 

(2,747

)

Accounts payable

 

3,138

 

 

 

29,325

 

Accrued expenses and other liabilities

 

(20,045

)

 

 

(1,545

)

Floor plan payables - trade, net

 

132,304

 

 

 

3,089

 

Customer deposits and deferred revenue

 

(6,261

)

 

 

(4,586

)

Net cash flow from operating activities

 

23,408

 

 

 

(1,105

)

Investing Activities

 

 

 

Acquisition of business, net of cash acquired

 

(6,015

)

 

 

—

 

Purchases of rental equipment

 

(165,214

)

 

 

(210,360

)

Proceeds from sales and disposals of rental equipment

 

99,576

 

 

 

130,246

 

Purchase of non-rental property and cloud computing arrangements

 

(27,035

)

 

 

(22,783

)

Net cash flow for investing activities

 

(98,688

)

 

 

(102,897

)

Financing Activities

 

 

 

Proceeds from debt

 

4,200

 

 

 

13,537

 

Share-based payments

 

(1,451

)

 

 

(86

)

Borrowings under revolving credit facilities

 

97,520

 

 

 

95,082

 

Repayments under revolving credit facilities

 

(62,521

)

 

 

(40,402

)

Repayments of notes payable

 

—

 

 

 

(4,061

)

Finance lease payments

 

—

 

 

 

(472

)

Repurchase of common stock

 

(23,014

)

 

 

(4,532

)

Principal payments on long-term debt

 

(5,259

)

 

 

—

 

Acquisition of inventory through floor plan payables - non-trade

 

320,325

 

 

 

398,447

 

Repayment of floor plan payables - non-trade

 

(256,827

)

 

 

(325,891

)

Net cash flow from financing activities

 

72,973

 

 

 

131,622

 

Effect of exchange rate changes on cash and cash equivalents

 

57

 

 

 

249

 

Net Change in Cash and Cash Equivalents

 

(2,250

)

 

 

27,869

 

Cash and Cash Equivalents at Beginning of Period

 

10,309

 

 

 

14,360

 

Cash and Cash Equivalents at End of Period

$

8,059

 

 

$

42,229

 

 

Six Months Ended June 30,

(in $000s)

 

2024

 

 

2023

Supplemental Cash Flow Information

 

 

 

Interest paid

$

76,175

 

$

56,164

Income taxes paid

 

4,105

 

 

1,450

Non-Cash Investing and Financing Activities

 

 

 

Rental equipment and property and equipment purchases in accounts payable

 

1,128

 

 

575

Rental equipment sales in accounts receivable

 

8,937

 

 

2,294

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 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. 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 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 for the previous twelve-month period (“last twelve months,” or “LTM”).

CUSTOM TRUCK ONE SOURCE, INC.

ADJUSTED EBITDA RECONCILIATION

(unaudited)

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

Net income (loss)

$

(24,478

)

 

$

11,610

 

 

$

(38,813

)

 

$

25,410

 

 

$

(14,335

)

Interest expense

 

27,003

 

 

 

23,575

 

 

 

52,018

 

 

 

45,938

 

 

 

25,015

 

Income tax expense (benefit)

 

3,070

 

 

 

1,388

 

 

 

1,122

 

 

 

2,251

 

 

 

(1,948

)

Depreciation and amortization

 

57,797

 

 

 

55,441

 

 

 

113,958

 

 

 

107,531

 

 

 

56,161

 

EBITDA

 

63,392

 

 

 

92,014

 

 

 

128,285

 

 

 

181,130

 

 

 

64,893

 

Adjustments:

 

 

 

 

 

 

 

 

 

Non-cash purchase accounting impact (1)

 

5,260

 

 

 

469

 

 

 

8,220

 

 

 

7,668

 

 

 

2,960

 

Transaction and integration costs (2)

 

5,844

 

 

 

3,689

 

 

 

10,690

 

 

 

7,149

 

 

 

4,846

 

Sales-type lease adjustment (3)

 

1,961

 

 

 

3,293

 

 

 

4,435

 

 

 

6,096

 

 

 

2,474

 

Share-based payments (4)

 

3,599

 

 

 

4,322

 

 

 

6,329

 

 

 

7,469

 

 

 

2,730

 

Change in fair value of warrants (5)

 

—

 

 

 

(604

)

 

 

(527

)

 

 

(1,129

)

 

 

(527

)

Adjusted EBITDA

$

80,056

 

 

$

103,183

 

 

$

157,432

 

 

$

208,383

 

 

$

77,376

 

Adjusted EBITDA is defined as net income (loss), as adjusted for provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization, and further adjusted for the impact of the fair value mark-up of acquired rental fleet, business acquisition and merger-related costs, including integration, the impact of accounting for certain of our rental contracts with customers that are accounted for under GAAP as sales-type lease and stock compensation expense. 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 ABL Credit Agreement and Indenture.

(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 Condensed Consolidated Statements of Operations and Comprehensive 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 and Indenture.

(3)

Represents the impact of sales-type lease accounting for certain leases containing rental purchase options (or “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. The adjustments are made pursuant to our ABL Credit Agreement and Indenture. The components of this adjustment are presented in the table below:

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

Equipment sales

$

(1,554

)

 

$

(19,603

)

 

$

(4,572

)

 

$

(43,775

)

 

$

(3,018

)

Cost of equipment sales

 

1,229

 

 

 

19,415

 

 

 

4,051

 

 

 

42,640

 

 

 

2,822

 

Gross profit

 

(325

)

 

 

(188

)

 

 

(521

)

 

 

(1,135

)

 

 

(196

)

Interest income

 

(3,283

)

 

 

(4,406

)

 

 

(6,025

)

 

 

(7,834

)

 

 

(2,742

)

Rental invoiced

 

5,569

 

 

 

7,887

 

 

 

10,981

 

 

 

15,065

 

 

 

5,412

 

Sales-type lease adjustment

$

1,961

 

 

$

3,293

 

 

$

4,435

 

 

$

6,096

 

 

$

2,474

 

(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 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 June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

 

 

 

 

 

 

 

 

Rental revenue

$

102,997

 

$

122,169

 

$

209,168

 

$

240,457

 

$

106,171

Equipment sales

 

285,633

 

 

302,117

 

 

558,235

 

 

603,407

 

 

272,602

Parts sales and services

 

34,383

 

 

32,544

 

 

66,917

 

 

65,129

 

 

32,534

Total revenue

 

423,013

 

 

456,830

 

 

834,320

 

 

908,993

 

 

411,307

Cost of Revenue

 

 

 

 

 

 

 

 

 

Cost of rental revenue

 

29,295

 

 

31,981

 

 

59,120

 

 

61,880

 

 

29,825

Depreciation of rental equipment

 

44,585

 

 

43,616

 

 

88,329

 

 

83,946

 

 

43,744

Cost of equipment sales

 

231,318

 

 

245,266

 

 

452,118

 

 

491,391

 

 

220,800

Cost of parts sales and services

 

28,548

 

 

25,348

 

 

54,777

 

 

51,496

 

 

26,229

Total cost of revenue

 

333,746

 

 

346,211

 

 

654,344

 

 

688,713

 

 

320,598

Gross Profit

 

89,267

 

 

110,619

 

 

179,976

 

 

220,280

 

 

90,709

Add: depreciation of rental equipment

 

44,585

 

 

43,616

 

 

88,329

 

 

83,946

 

 

43,744

Adjusted Gross Profit

$

133,852

 

$

154,235

 

$

268,305

 

$

304,226

 

$

134,453

Reconciliation of ERS Segment Adjusted Gross Profit and Rental Gross Profit

(unaudited)

 

The following table presents the reconciliation of ERS segment Adjusted Gross Profit:

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

 

 

 

 

 

 

 

 

Rental revenue

$

100,699

 

$

117,832

 

$

203,987

 

$

231,616

 

$

103,288

Equipment sales

 

37,712

 

 

50,694

 

 

70,452

 

 

142,830

 

 

32,740

Total revenue

 

138,411

 

 

168,526

 

 

274,439

 

 

374,446

 

 

136,028

Cost of Revenue

 

 

 

 

 

 

 

 

 

Cost of rental revenue

 

29,281

 

 

31,341

 

 

59,081

 

 

60,401

 

 

29,800

Cost of equipment sales

 

25,792

 

 

39,802

 

 

49,890

 

 

110,883

 

 

24,098

Depreciation of rental equipment

 

43,581

 

 

42,805

 

 

86,278

 

 

82,317

 

 

42,697

Total cost of revenue

 

98,654

 

 

113,948

 

 

195,249

 

 

253,601

 

 

96,595

Gross profit

 

39,757

 

 

54,578

 

 

79,190

 

 

120,845

 

 

39,433

Add: depreciation of rental equipment

 

43,581

 

 

42,805

 

 

86,278

 

 

82,317

 

 

42,697

Adjusted Gross Profit

$

83,338

 

$

97,383

 

$

165,468

 

$

203,162

 

$

82,130

The following table presents the reconciliation of Adjusted ERS Rental Gross Profit:

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31, 2024

(in $000s)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Rental revenue

$

100,699

 

$

117,832

 

$

203,987

 

$

231,616

 

$

103,288

Cost of rental revenue

 

29,281

 

 

31,341

 

 

59,081

 

 

60,401

 

 

29,800

Adjusted Rental Gross Profit

$

71,418

 

$

86,491

 

$

144,906

 

$

171,215

 

$

73,488

Reconciliation of Net Debt

(unaudited)

 

The following table presents the reconciliation of Net Debt:

 

(in $000s)

June 30, 2024

 

March 31, 2024

Current maturities of long-term debt

$

3,779

 

 

$

6,066

 

Long-term debt, net

 

1,528,433

 

 

 

1,492,346

 

Deferred financing fees

 

19,527

 

 

 

20,975

 

Less: cash and cash equivalents

 

(8,059

)

 

 

(7,990

)

Net Debt

$

1,543,680

 

 

$

1,511,397

 

Reconciliation of Net Leverage Ratio

(unaudited)

 

The following table presents the reconciliation of the Net Leverage Ratio:

 

Twelve Months Ended

(in $000s)

June 30, 2024

 

March 31, 2024

Net Debt (as of period end)

$

1,543,680

 

$

1,511,397

Divided by: LTM Adjusted EBITDA (1)

$

375,979

 

$

399,106

Net Leverage Ratio

 

4.11

 

 

3.79

  (1)

The following tables present the calculation of LTM Adjusted EBITDA for the periods ended June 30, 2024 and March 31, 2024:

 

Current Year To Date Period

Less: Prior Year To Date Period

Add: Prior Fiscal Year

LTM Adjusted EBITDA

(in $000s)

June 30, 2024

June 30, 2023

December 31, 2023

June 30, 2024

Net income (loss)

$

(38,813

)

$

25,410

 

$

50,712

 

$

(13,511

)

Interest expense

 

52,018

 

 

45,938

 

 

94,694

 

 

100,774

 

Income tax expense (benefit)

 

1,122

 

 

2,251

 

 

7,364

 

 

6,235

 

Depreciation and amortization

 

113,958

 

 

107,531

 

 

218,993

 

 

225,420

 

EBITDA

 

128,285

 

 

181,130

 

 

371,763

 

 

318,918

 

Adjustments:

 

 

 

 

Non-cash purchase accounting impact

 

8,220

 

 

7,668

 

 

19,742

 

 

20,294

 

Transaction and integration costs

 

10,690

 

 

7,149

 

 

14,143

 

 

17,684

 

Sales-type lease adjustment

 

4,435

 

 

6,096

 

 

10,458

 

 

8,797

 

Share-based payments

 

6,329

 

 

7,469

 

 

13,309

 

 

12,169

 

Change in fair value of warrants

 

(527

)

 

(1,129

)

 

(2,485

)

 

(1,883

)

Adjusted EBITDA

$

157,432

 

$

208,383

 

$

426,930

 

$

375,979

 

 

Current Year To Date Period

Less: Prior Year To Date Period

Add: Prior Fiscal Year

LTM Adjusted EBITDA

(in $000s)

March 31, 2024

March 31, 2023

December 31, 2023

March 31, 2024

Net income (loss)

$

(14,335

)

$

13,800

 

$

50,712

 

$

22,577

 

Interest expense

 

25,015

 

 

22,363

 

 

94,694

 

 

97,346

 

Income tax expense (benefit)

 

(1,948

)

 

863

 

 

7,364

 

 

4,553

 

Depreciation and amortization

 

56,161

 

 

52,090

 

 

218,993

 

 

223,064

 

EBITDA

 

64,893

 

 

89,116

 

 

371,763

 

 

347,540

 

Adjustments:

 

 

 

 

Non-cash purchase accounting impact

 

2,960

 

 

7,199

 

 

19,742

 

 

15,503

 

Transaction and integration costs

 

4,846

 

 

3,460

 

 

14,143

 

 

15,529

 

Sales-type lease adjustment

 

2,474

 

 

2,803

 

 

10,458

 

 

10,129

 

Share-based payments

 

2,730

 

 

3,147

 

 

13,309

 

 

12,892

 

Change in fair value of warrants

 

(527

)

 

(525

)

 

(2,485

)

 

(2,487

)

Adjusted EBITDA

$

77,376

 

$

105,200

 

$

426,930

 

$

399,106

 

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20240801733283/en/

INVESTOR CONTACT Brian Perman, Vice President, Investor Relations (816) 723 - 7906 investors@customtruck.com