FALSE000170968200017096822024-10-302024-10-30

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): October 30, 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 (17CFR 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 Exchange on Which Registered
Common Stock, $0.0001 par valueCTOSNew 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 October 30, 2024, Custom Truck One Source, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2024. 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 October 30, 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:
October 30, 2024
Custom 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 Third Quarter 2024 Results and Updates Full-Year Guidance
KANSAS CITY, Mo, October 30, 2024 – (BUSINESS WIRE) – 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 the three and nine months ended September 30, 2024.
CTOS Third-Quarter Highlights
•Total revenue of $447.2 million, an increase of $24.2 million, or 5.7%, compared to the second quarter of 2024
•Gross profit of $91.8 million, an increase of $2.6 million, or 2.9%, compared to the second quarter of 2024
•Adjusted Gross Profit of $137.8 million, an increase of $3.9 million, or 2.9%, compared to the second quarter of 2024
•Net loss of $17.4 million, a decrease of $7.1 million, or 28.9%, compared to the second quarter of 2024
•Adjusted EBITDA of $80.2 million, a 0.2% increase compared to the second quarter of 2024
•Increased Average OEC on rent by $38.0 million, or 3.6% compared to the second quarter of 2024
•Upsized ABL revolving credit facility limit by $200 million, to $950 million, with extended maturity to 2029

“In the third fiscal quarter, we achieved sequential improvement in net income and a slight increase in Adjusted EBITDA. As discussed in our recent earnings calls, our core T&D markets experienced a slowdown over recent quarters, which particularly impacted our ERS segment. However, this decline has proven to be temporary, and we observed significant improvements in the third quarter, which have continued into the fourth quarter. Through late October, OEC on rent has increased by over $200 million, or 20%, since the end of the second quarter. While a portion of this growth can be attributed to our customers’ recovery and restoration work associated with recent weather events, the majority stems from non-storm-related work in our core T&D and vocational end-markets. We are optimistic about fiscal 2025 and believe we are well-positioned to benefit from secular tailwinds driven by AI and data center investments, electrification, and utility grid upgrades,” said Ryan McMonagle, Chief Executive Officer of CTOS. “We continue to see strong demand in our infrastructure, rail, and telecom end-markets, all of which contributed to our TES segment performance. Segment sales increased by 12.6% this quarter and over 8% year-to-date, building on nearly 30% growth in fiscal 2023. Our sales backlog has returned to a more normalized level of just under five months, which is within our desired range of four to six months, as OEM production and overall supply chains improve,” McMonagle added.

Summary Actual Financial Results
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Rental revenue$108,324 $118,209 $317,492 $358,666 $102,997 
Equipment sales305,476 283,079 863,711 886,486 285,633 
Parts sales and services33,420 33,065 100,337 98,194 34,383 
Total revenue447,220 434,353 1,281,540 1,343,346 423,013 
Gross Profit$91,829 $107,156 $271,805 $327,436 $89,267 
Adjusted Gross Profit1
$137,785 $149,625 $406,090 $453,851 $133,852 
Net Income (Loss)$(17,416)$9,180 $(56,229)$34,590 $(24,478)
Adjusted EBITDA1
$80,205 $100,185 $237,637 $308,568 $80,056 
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 September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Rental revenue$105,317 $114,929 $309,304 $346,545 $100,699 
Equipment sales45,574 52,175 116,026 195,005 37,712 
Total revenue150,891 167,104 425,330 541,550 138,411 
Cost of rental revenue29,415 29,613 88,496 90,014 29,281 
Cost of equipment sales33,975 37,828 83,865 148,711 25,792 
Depreciation of rental equipment44,964 41,652 131,242 123,969 43,581 
Total cost of revenue108,354 109,093 303,603 362,694 98,654 
Gross profit$42,537 $58,011 $121,727 $178,856 $39,757 
Truck and Equipment Sales
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Equipment sales$259,902 $230,904 $747,685 $691,481 $247,921 
Cost of equipment sales218,012 191,084 620,240 571,592 205,526 
Gross profit$41,890 $39,820 $127,445 $119,889 $42,395 
Aftermarket Parts and Services
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Rental revenue$3,007 $3,280 $8,188 $12,121 $2,298 
Parts and services revenue33,420 33,065 100,337 98,194 34,383 
Total revenue36,427 36,345 108,525 110,315 36,681 
Cost of revenue28,033 26,203 82,849 79,178 28,562 
Depreciation of rental equipment992 817 3,043 2,446 1,004 
Total cost of revenue29,025 27,020 85,892 81,624 29,566 
Gross profit$7,402 $9,325 $22,633 $28,691 $7,115 
Summary Combined Operating Metrics
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Ending OEC(a) (as of period end)
$1,493,799 $1,465,989 $1,493,799 $1,465,989 $1,457,955 
Average OEC on rent(b)
$1,082,679 $1,155,598 $1,064,188 $1,191,293 $1,044,683 
Fleet utilization(c)
73.2 %78.9 %72.7 %81.3 %71.7 %
OEC on rent yield(d)
38.4 %40.8 %39.2 %39.8 %40.0 %
Sales order backlog(e) (as of period end)
$395,603 $779,295 $395,603 $779,295 $478,244 
(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
Consolidated total revenue increased on a sequential quarter basis by $24.2 million, to $447.2 million, driven by higher levels of new truck sales and equipment on rent. Compared to the third quarter of 2023, total revenue increased by 3.0%. Rental revenue for the third quarter of 2024 decreased 8.4% to $108.3 million, compared to $118.2 million in the third quarter of 2023. Equipment sales increased 7.9% in the third quarter of 2024 to $305.5 million, compared to $283.1 million in the third quarter of 2023.
ERS segment rental revenue and used equipment sales revenue increased by $4.6 million (4.6%) and $7.9 million (20.8%), respectively, on a sequential quarter basis, driven by improvements in equipment uptakes for transmission and distribution job starts, as well as the benefit from our customers’ storm-related work. Average OEC on rent and utilization each improved sequentially by 3.6% and 2.1%, respectively, with average OEC on rent growth of $38.0 million and average utilization improving to 73.2% in the quarter. ERS segment rental revenue in the third quarter of 2024 was $105.3 million compared to $114.9 million in the third quarter of 2023, an 8.4% decrease. Compared to the third quarter of 2023, used equipment sales decreased 12.7% in the third quarter of 2024 to $45.6 million compared to $52.2 million. ERS gross profit improved $2.8 million (7.0%) on a sequential quarter basis, to $42.5 million. Compared to the third quarter of 2023, ERS gross profit declined from $58.0 million to $42.5 million. Adjusted Gross Profit improved sequentially to $87.5 million compared to $83.3 million.
TES segment revenue increased by $12.0 million (4.8%) on a sequential quarter basis to $259.9 million. Compared to the third quarter of 2023, revenue in our TES segment in the third quarter of 2024 increased 12.6%. This increase was driven primarily by robust demand for our products in the forestry and utility end-markets. Gross profit increased by 5.2% to $41.9 million in the third quarter of 2024 compared to $39.8 million in the third quarter of 2023. TES saw a reduction in backlog of 49% to $395.6 million compared to the third quarter of 2023, primarily as a result of the impact of an improved supply chain and availability of most products. As of the end of the third quarter, our new sales backlog represented approximately 4.6 months of new equipment sales, which is in our historical normal range of four to six months.
APS segment revenue in the third quarter of 2024 was $36.4 million, essentially flat on a sequential quarter basis and also compared to $36.3 million in the third quarter of 2023. Gross profit margin was 20.3% in the third quarter of 2024, a slight improvement on a sequential quarter basis but a decrease from 25.7% in the third quarter of 2023. APS gross margin in the third quarter of 2024 continued to be negatively impacted by lower levels of tools and accessories rentals and higher costs of materials.
Net loss was $17.4 million in the third quarter of 2024, compared to net loss of $24.5 million in the second quarter of 2024. Comparing the third quarter of 2024 net loss to net income of $9.2 million for the third quarter of 2023, the decrease is primarily due to decreased gross profit and higher interest expense on variable-rate debt and variable-rate floor plan liabilities.
Adjusted EBITDA for the third quarter of 2024 was $80.2 million, a slight improvement of 0.2% on a sequential quarter basis. Compared to the third quarter of 2023, the 19.9% decrease from $100.2 million was largely driven by a decline in rental revenue as a result of the year-over-year decrease in OEC on rent and utilization, as well as lower used equipment sales in our ERS segment. Adjusted EBITDA also decreased due to higher costs associated with variable-rate floorplan liabilities as a result of higher interest rates and inventory levels.
As of September 30, 2024, cash and cash equivalents was $8.4 million, Total Debt outstanding was $1,589.6 million, Net Debt was $1,581.1 million and Net Leverage Ratio was 4.44x. During the quarter, the Company amended the senior secured credit facility to increase the borrowing capacity from $750.0 million to $950.0 million, and extend the maturity date of the agreement from April 1, 2026 to August 9, 2029. Availability under the senior secured credit facility was $319.0 million as of September 30, 2024, and based on our borrowing base, we have an additional $190.9 million of suppressed availability that we can potentially utilize by upsizing our existing facility. For the three months ended September 30, 2024, Ending OEC increased by $35.8 million. During the three months ended September 30, 2024, CTOS purchased $5.5 million of its common stock.



OUTLOOK
We are updating our full-year revenue and Adjusted EBITDA1, 4 guidance for 2024. Since the end of the second quarter of 2024, we have seen an increase in OEC on rent of over $200 million, or 20%, as of late October, as we have seen the previously discussed headwinds in our utility end markets abate. The improvement includes an estimated $40 million to $60 million of OEC on rent resulting from our customers’ storm-related work. However, we continue to experience some softness in our sale of used equipment that we expect will continue through the balance of the fiscal year. As a result, we are reducing the top end of our ERS revenue outlook by $15 million. 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 experienced in fiscal 2023. Our customers continue to need our equipment but are choosing to delay certain purchase decisions influenced by both their expectation of lower interest rates to come and the uncertainty surrounding the upcoming election. As a result, we are lowering the top end of our revenue outlook by $75 million, which results in an estimated TES revenue growth for the year of 6.0% to 12.6%. While we are lowering the top end of our consolidated revenue and Adjusted EBITDA1, 4 guidance ranges for this year, we continue to believe the long-term outlook for growth in rental, used and new equipment sales demand remains strong across all of our end markets. Also, by the end of the fiscal year we now expect to deliver a net leverage ratio3, 4 that will be flat to a modest decrease from current levels, but expect further progress in fiscal 2025 towards our stated goal to achieve a net leverage ratio below 3.0x as we see the benefits of recent working capital management initiatives take hold. “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. As I noted last quarter, we believed that the decline in our core T&D markets was temporary, and we have seen significant signs of improvement throughout our third quarter and continuing into the fourth quarter. We continue to anticipate a return to double-digit Adjusted EBITDA1, 4 growth in 2025 and expect to generate meaningful positive levered free cash flow2, 4 and deliver improved leverage.” said Ryan McMonagle, Chief Executive Officer of CTOS.
2024 Consolidated Outlook
Revenue$1,800  million—$1,890 million
Adjusted EBITDA1, 4
$340  million—$350 million
2024 Revenue Outlook by Segment
ERS$610  million—$625 million
TES$1,050  million—$1,115 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, Levered Free Cash Flow, and Net Leverage Ratio 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, Levered Free Cash Flow, and Net Leverage Ratio 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 9:00 a.m. ET on October 31, 2024, to discuss its third 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, Wednesday, November 6, 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.
INVESTOR CONTACT
Brian Perman, Vice President, Investor Relations
(816) 723 - 7906
investors@customtruck.com




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

Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s except per share data)2024202320242023
Revenue
Rental revenue$108,324 $118,209 $317,492 $358,666 $102,997 
Equipment sales305,476 283,079 863,711 886,486 285,633 
Parts sales and services33,420 33,065 100,337 98,194 34,383 
Total revenue447,220 434,353 1,281,540 1,343,346 423,013 
Cost of Revenue
Cost of rental revenue29,439 29,874 88,559 91,754 29,295 
Depreciation of rental equipment45,956 42,469 134,285 126,415 44,585 
Cost of equipment sales251,987 228,912 704,105 720,303 231,318 
Cost of parts sales and services28,009 25,942 82,786 77,438 28,548 
Total cost of revenue355,391 327,197 1,009,735 1,015,910 333,746 
Gross Profit91,829 107,156 271,805 327,436 89,267 
Operating Expenses
Selling, general and administrative expenses54,630 56,955 168,322 171,974 55,697 
Amortization6,696 6,698 19,966 19,976 6,692 
Non-rental depreciation3,472 2,602 9,752 7,973 3,360 
Transaction expenses and other3,994 2,890 14,684 10,039 5,844 
Total operating expenses68,792 69,145 212,724 209,962 71,593 
Operating Income 23,037 38,011 59,081 117,474 17,674 
Other Expense
Interest expense, net43,875 34,144 124,191 94,945 42,401 
Financing and other expense (income)(2,818)(5,745)(9,399)(14,744)(3,319)
Total other expense41,057 28,399 114,792 80,201 39,082 
Income (Loss) Before Income Taxes(18,020)9,612 (55,711)37,273 (21,408)
Income Tax Expense (Benefit)(604)432 518 2,683 3,070 
Net Income (Loss)$(17,416)$9,180 $(56,229)$34,590 $(24,478)
Net Income (Loss) Per Share
Basic$(0.07)$0.04 $(0.24)$0.14 $(0.10)
Diluted$(0.07)$0.04 $(0.24)$0.14 $(0.10)




CUSTOM TRUCK ONE SOURCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)


(in $000s)September 30, 2024December 31, 2023
Assets
Current Assets
Cash and cash equivalents$8,438 $10,309 
Accounts receivable, net 176,037 215,089 
Financing receivables, net11,992 30,845 
Inventory1,200,925 985,794 
Prepaid expenses and other13,573 23,862 
Total current assets1,410,965 1,265,899 
Property and equipment, net161,023 142,115 
Rental equipment, net975,129 916,704 
Goodwill705,282 704,011 
Intangible assets, net259,497 277,212 
Operating lease assets50,126 38,426 
Other assets17,918 23,430 
Total Assets$3,579,940 $3,367,797 
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable$88,744 $117,653 
Accrued expenses58,405 73,847 
Deferred revenue and customer deposits20,059 28,758 
Floor plan payables - trade428,756 253,197 
Floor plan payables - non-trade493,786 409,113 
Operating lease liabilities - current7,225 6,564 
Current maturities of long-term debt1,458 8,257 
Total current liabilities1,098,433 897,389 
Long-term debt, net1,567,103 1,487,136 
Operating lease liabilities - noncurrent44,258 32,714 
Deferred income taxes32,637 33,355 
Total long-term liabilities1,643,998 1,553,205 
Commitments and contingencies
Stockholders' Equity
Common stock25 25 
Treasury stock, at cost(87,580)(56,524)
Additional paid-in capital1,547,303 1,537,553 
Accumulated other comprehensive loss(8,137)(5,978)
Accumulated deficit(614,102)(557,873)
Total stockholders' equity837,509 917,203 
Total Liabilities and Stockholders' Equity$3,579,940 $3,367,797 



CUSTOM TRUCK ONE SOURCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30,
(in $000s)20242023
Operating Activities
Net income (loss)$(56,229)$34,590 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization173,271 162,084 
Amortization of debt issuance costs4,627 4,221 
Provision for losses on accounts receivable9,541 4,522 
Share-based compensation8,748 10,312 
Gain on sales and disposals of rental equipment(34,702)(48,392)
Change in fair value of derivative and warrants(527)(2,409)
Deferred tax expense (benefit)(718)1,959 
Changes in assets and liabilities:
Accounts and financing receivables12,980 21,978 
Inventories(213,468)(290,302)
Prepaids, operating leases and other11,390 6,143 
Accounts payable(27,219)42,707 
Accrued expenses and other liabilities(14,628)3,620 
Floor plan payables - trade, net175,559 58,295 
Customer deposits and deferred revenue(8,691)(12,034)
Net cash flow from operating activities39,934 (2,706)
Investing Activities
Acquisition of business, net of cash acquired(6,015)— 
Purchases of rental equipment(278,507)(289,984)
Proceeds from sales and disposals of rental equipment155,788 177,623 
Purchase of non-rental property and cloud computing arrangements(36,149)(33,251)
Net cash flow for investing activities(164,883)(145,612)
Financing Activities
Proceeds from debt4,200 13,537 
Share-based payments(1,451)387 
Borrowings under revolving credit facilities168,069 111,057 
Repayments under revolving credit facilities(92,569)(56,377)
Repayments of notes payable(7,946)(6,674)
Finance lease payments— (2,682)
Repurchase of common stock(28,984)(19,936)
Acquisition of inventory through floor plan payables - non-trade490,195 571,062 
Repayment of floor plan payables - non-trade(405,522)(467,707)
Payment of debt issuance costs(3,213)(110)
Net cash flow from financing activities122,779 142,557 
Effect of exchange rate changes on cash and cash equivalents299 194 
Net Change in Cash and Cash Equivalents(1,871)(5,567)
Cash and Cash Equivalents at Beginning of Period10,309 14,360 
Cash and Cash Equivalents at End of Period$8,438 $8,793 



Nine Months Ended September 30,
(in $000s)20242023
Supplemental Cash Flow Information
Interest paid$105,202 $51,142 
Income taxes paid4,140 1,897 
Non-Cash Investing and Financing Activities
Rental equipment and property and equipment purchases in accounts payable439 596 
Rental equipment sales in accounts receivable111 1,573 




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 September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Net income (loss) $(17,416)$9,180 $(56,229)$34,590 $(24,478)
Interest expense27,156 24,044 79,174 69,982 27,003 
Income tax expense (benefit)(604)432 518 2,683 3,070 
Depreciation and amortization59,295 54,552 173,253 162,083 57,797 
EBITDA68,431 88,208 196,716 269,338 63,392 
   Adjustments:
   Non-cash purchase accounting impact (1)4,066 5,884 12,286 13,552 5,260 
   Transaction and integration costs (2)3,994 2,890 14,684 10,039 5,844 
   Sales-type lease adjustment (3)1,295 1,640 5,730 7,736 1,961 
   Share-based payments (4)2,419 2,843 8,748 10,312 3,599 
Change in fair value of warrants (5)— (1,280)(527)(2,409)— 
Adjusted EBITDA$80,205 $100,185 $237,637 $308,568 $80,056 
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 September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Equipment sales$(3,701)$(12,760)$(8,273)$(56,535)$(1,554)
Cost of equipment sales4,111 11,714 8,162 54,354 1,229 
Gross margin410 (1,046)(111)(2,181)(325)
Interest income(2,766)(4,461)(8,791)(12,295)(3,283)
Rental invoiced3,651 7,147 14,632 22,212 5,569 
Sales-type lease adjustment$1,295 $1,640 $5,730 $7,736 $1,961 
(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 September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Revenue
Rental revenue$108,324 $118,209 $317,492 $358,666 $102,997 
Equipment sales305,476 283,079 863,711 886,486 285,633 
Parts sales and services33,420 33,065 100,337 98,194 34,383 
Total revenue447,220 434,353 1,281,540 1,343,346 423,013 
Cost of Revenue
Cost of rental revenue29,439 29,874 88,559 91,754 29,295 
Depreciation of rental equipment45,956 42,469 134,285 126,415 44,585 
Cost of equipment sales251,987 228,912 704,105 720,303 231,318 
Cost of parts sales and services28,009 25,942 82,786 77,438 28,548 
Total cost of revenue355,391 327,197 1,009,735 1,015,910 333,746 
Gross Profit91,829 107,156 271,805 327,436 89,267 
Add: depreciation of rental equipment45,956 42,469 134,285 126,415 44,585 
Adjusted Gross Profit$137,785 $149,625 $406,090 $453,851 $133,852 

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 September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Revenue
Rental revenue$105,317 $114,929 $309,304 $346,545 $100,699 
Equipment sales45,574 52,175 116,026 195,005 37,712 
Total revenue150,891 167,104 425,330 541,550 138,411 
Cost of Revenue
Cost of rental revenue29,415 29,613 88,496 90,014 29,281 
Cost of equipment sales33,975 37,828 83,865 148,711 25,792 
Depreciation of rental equipment44,964 41,652 131,242 123,969 43,581 
Total cost of revenue108,354 109,093 303,603 362,694 98,654 
Gross profit42,537 58,011 121,727 178,856 39,757 
Add: depreciation of rental equipment44,964 41,652 131,242 123,969 43,581 
Adjusted Gross Profit$87,501 $99,663 $252,969 $302,825 $83,338 



The following table presents the reconciliation of Adjusted ERS Rental Gross Profit:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30, 2024
(in $000s)2024202320242023
Rental revenue$105,317 $114,929 $309,304 $346,545 $100,699 
Cost of rental revenue29,415 29,613 88,496 90,014 29,281 
Adjusted Rental Gross Profit$75,902 $85,316 $220,808 $256,531 $71,418 

Reconciliation of Net Debt
(unaudited)
The following table presents the reconciliation of Net Debt:
(in $000s) September 30, 2024June 30, 2024
Current maturities of long-term debt$1,458 $3,779 
Long-term debt, net1,567,103 1,528,433 
Deferred financing fees20,992 19,527 
Less: cash and cash equivalents(8,438)(8,059)
Net Debt$1,581,115 $1,543,680 



Reconciliation of Net Leverage Ratio
(unaudited)
The following table presents the reconciliation of the Net Leverage Ratio:
Twelve Months Ended
(in $000s)September 30, 2024June 30, 2024
Net Debt (as of period end)$1,581,115 $1,543,680 
Divided by: LTM Adjusted EBITDA (1)
$355,999 $375,979 
Net Leverage Ratio4.44 4.11 

(1) The following tables present the calculation of LTM Adjusted EBITDA for the periods ended September 30, 2024 and June 30, 2024:
Current Year To Date PeriodLess: Prior Year To Date PeriodAdd: Prior Fiscal YearLTM Adjusted EBITDA
(in $000s)September 30, 2024September 30, 2023December 31, 2023September 30, 2024
Net income (loss)$(56,229)$34,590 $50,712 $(40,107)
Interest expense79,174 69,982 94,694 103,886 
Income tax expense (benefit)518 2,683 7,364 5,199 
Depreciation and amortization173,253 162,083 218,993 230,163 
EBITDA196,716 269,338 371,763 299,141 
Adjustments:
Non-cash purchase accounting impact12,286 13,552 19,742 18,476 
Transaction and integration costs14,684 10,039 14,143 18,788 
Sales-type lease adjustment5,730 7,736 10,458 8,452 
Share-based payments8,748 10,312 13,309 11,745 
Change in fair value of warrants(527)(2,409)(2,485)(603)
Adjusted EBITDA$237,637 $308,568 $426,930 $355,999 

Current Year To Date PeriodLess: Prior Year To Date PeriodAdd: Prior Fiscal YearLTM Adjusted EBITDA
(in $000s)June 30, 2024June 30, 2023December 31, 2023June 30, 2024
Net income (loss)$(38,813)$25,410 $50,712 $(13,511)
Interest expense52,018 45,938 94,694 100,774 
Income tax expense (benefit)1,122 2,251 7,364 6,235 
Depreciation and amortization113,958 107,531 218,993 225,420 
EBITDA128,285 181,130 371,763 318,918 
Adjustments:
Non-cash purchase accounting impact8,220 7,668 19,742 20,294 
Transaction and integration costs10,690 7,149 14,143 17,684 
Sales-type lease adjustment4,435 6,096 10,458 8,797 
Share-based payments6,329 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 

v3.24.3
Cover Page
Oct. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 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
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol CTOS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001709682
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