Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________




☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023




☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38186

_______________________________

CUSTOM TRUCK ONE SOURCE, INC.

(Exact name of registrant as specified in its charter)

_______________________________


Delaware			84-2531628
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

7701 Independence Ave

Kansas City, MO 64125

(Address of principal executive offices, including zip code)

(816) 241-4888

(Registrant’s telephone number, including area code)

_______________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	CTOS	New York Stock Exchange
Redeemable warrants, exercisable for Common Stock, $0.0001 par value per share	CTOS.WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☒

Non-accelerated filer

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding as of November 3, 2023 was 242,880,347.

Custom Truck One Source, Inc. and Subsidiaries

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Page Number

Item 1.

Financial Statements

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2023 and 2022

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Custom Truck One Source, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s, except per share data)	2023		2022		2023		2022
Revenue
Rental revenue	$	118,209	$	115,010	$	358,666	$	336,210
Equipment sales	283,079		210,903		886,486		656,595
Parts sales and services	33,065		31,867		98,194		93,557
Total revenue	434,353		357,780		1,343,346		1,086,362
Cost of Revenue
Cost of rental revenue	29,874		28,207		91,754		82,791
Depreciation of rental equipment	42,469		42,612		126,415		130,900
Cost of equipment sales	228,912		173,588		720,303		545,461
Cost of parts sales and services	25,942		25,201		77,438		71,787
Total cost of revenue	327,197		269,608		1,015,910		830,939
Gross Profit	107,156		88,172		327,436		255,423
Operating Expenses
Selling, general and administrative expenses	56,955		49,835		171,974		152,269
Amortization	6,698		6,794		19,976		27,000
Non-rental depreciation	2,602		1,938		7,973		7,302
Transaction expenses and other	2,890		6,498		10,039		17,192

Total operating expenses	69,145		65,065		209,962		203,763
Operating Income	38,011		23,107		117,474		51,660
Other Expense

Interest expense, net	34,144		22,887		94,945		62,324
Financing and other income	(5,745)		(1,747)		(14,744)		(25,905)
Total other expense	28,399		21,140		80,201		36,419
Income Before Income Taxes	9,612		1,967		37,273		15,241
Income Tax Expense	432		4,349		2,683		7,273
Net Income (Loss)	$	9,180	$	(2,382)	$	34,590	$	7,968

Other Comprehensive Income (Loss):
Unrealized foreign currency translation adjustments	$	(2,823)	$	(7,651)	$	(259)	$	(10,287)
Other Comprehensive Loss	(2,823)		(7,651)		(259)		(10,287)
Comprehensive Income (Loss)	$	6,357	$	(10,033)	$	34,331	$	(2,319)

Net Income (Loss) Per Share:
Basic	$	0.04	$	(0.01)	$	0.14	$	0.03
Diluted	$	0.04	$	(0.01)	$	0.14	$	0.03
Weighted-Average Common Shares Outstanding:
Basic (in thousands)	245,810		247,704		245,987		247,448
Diluted (in thousands)	246,594		247,704		246,809		247,926

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

Condensed Consolidated Balance Sheets (unaudited)


(in $000s, except share data)	September 30, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	8,793	$	14,360
Accounts receivable, net	156,305		193,106
Financing receivables, net	41,914		38,271
Inventory	888,755		596,724
Prepaid expenses and other	21,036		25,784
Total current assets	1,116,803		868,245
Property and equipment, net	136,567		121,956
Rental equipment, net	924,315		883,674
Goodwill	703,812		703,827
Intangible assets, net	284,146		304,132
Operating lease assets	36,920		29,434
Other assets	25,107		26,944
Total Assets	$	3,227,670	$	2,938,212
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	130,466	$	87,255
Accrued expenses	72,550		68,784
Deferred revenue and customer deposits	22,641		34,671
Floor plan payables - trade	194,929		136,634
Floor plan payables - non-trade	396,891		293,536
Operating lease liabilities - current	6,198		5,262
Current maturities of long-term debt	1,286		6,940
Current portion of finance lease obligations	—		1,796
Total current liabilities	824,961		634,878
Long-term debt, net	1,426,062		1,354,766
Finance leases	—		3,206
Operating lease liabilities - noncurrent	31,559		24,818
Deferred income taxes	31,091		29,086
Derivative, warrants and other liabilities	606		3,015
Total long-term liabilities	1,489,318		1,414,891

Stockholders' Equity
Common stock — $0.0001 par value, 500,000,000 shares authorized, 249,538,314 and 248,311,104 shares issued and outstanding, at September 30, 2023 and December 31, 2022, respectively	25		25
Treasury stock, at cost — 5,630,643 and 2,241,069 shares at September 30, 2023 and December 31, 2022, respectively	(37,256)		(15,537)
Additional paid-in capital	1,533,823		1,521,487
Accumulated other comprehensive loss	(9,206)		(8,947)
Accumulated deficit	(573,995)		(608,585)
Total stockholders' equity	913,391		888,443
Total Liabilities and Stockholders' Equity	$	3,227,670	$	2,938,212

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)


	Nine Months Ended September 30,
(in $000s)	2023		2022
Operating Activities
Net income	$	34,590	$	7,968
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	162,084		171,121
Amortization of debt issuance costs	4,221		3,485

Provision for losses on accounts receivable	4,522		5,905
Share-based compensation	10,312		9,526
Gain on sales and disposals of rental equipment	(48,392)		(35,064)


Change in fair value of derivative and warrants	(2,409)		(18,013)

Deferred tax expense	1,959		6,792
Changes in assets and liabilities:

Accounts and financing receivables	21,978		(17,637)
Inventories	(290,302)		(155,111)
Prepaids, operating leases and other	6,143		2,475

Accounts payable	42,707		9,900
Accrued expenses and other liabilities	3,620		9,397
Floor plan payables - trade, net	58,295		8,726
Customer deposits and deferred revenue	(12,034)		(5,126)
Net cash flow from operating activities	(2,706)		4,344
Investing Activities
Acquisition of business, net of cash acquired	—		(49,832)
Purchases of rental equipment	(289,984)		(224,002)
Proceeds from sales and disposals of rental equipment	177,623		135,436

Purchase of non-rental property and cloud computing arrangements	(33,251)		(15,529)

Net cash flow from investing activities	(145,612)		(153,927)
Financing Activities
Proceeds from debt	13,537		—



Share-based payments	387		(1,250)
Borrowings under revolving credit facilities	111,057		87,000
Repayments under revolving credit facilities	(56,377)		(34,945)
Repayments of notes payable	(6,674)		(6,126)
Finance lease payments	(2,682)		(3,308)
Repurchase of common stock	(19,936)		(1,752)
Acquisition of inventory through floor plan payables - non-trade	571,062		451,202
Repayment of floor plan payables - non-trade	(467,707)		(348,961)
Payment of debt issuance costs	(110)		—

Net cash flow from financing activities	142,557		141,860
Effect of exchange rate changes on cash and cash equivalents	194		(2,005)
Net Change in Cash and Cash Equivalents	(5,567)		(9,728)
Cash and Cash Equivalents at Beginning of Period	14,360		35,902
Cash and Cash Equivalents at End of Period	$	8,793	$	26,174

Custom Truck One Source, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited) — Continued


	Nine Months Ended September 30,
(in $000s)	2023		2022
Supplemental Cash Flow Information
Interest paid	$	51,142	$	44,414
Income taxes paid	1,897		—
Non-Cash Investing and Financing Activities


Rental equipment and property and equipment purchases in accounts payable	596		—
Rental equipment sales in accounts receivable	1,573		747

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

Condensed Consolidated Statements of Stockholders' Equity (unaudited)


			Common Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
	Shares
(in $000s, except share data)	Common	Treasury
Balance, December 31, 2022	248,311,104	(2,241,069)	$	25	$	(15,537)	$	1,521,487	$	(8,947)	$	(608,585)	$	888,443
Net income	—	—	—		—		—		—		13,800		13,800
Other comprehensive income	—	—	—		—		—		342		—		342
Common stock repurchase	—	(174,744)	—		(1,122)		—		—		—		(1,122)
Share-based payments	130,484	(11,582)	—		(77)		3,451		—		—		3,374
Balance, March 31, 2023	248,441,588	(2,427,395)	$	25	$	(16,736)	$	1,524,938	$	(8,605)	$	(594,785)	$	904,837
Net income	—	—	—		—		—		—		11,610		11,610
Other comprehensive income	—	—	—		—		—		2,222		—		2,222
Common stock repurchases	—	(505,142)	—		(3,205)		—		—		—		(3,205)
Share-based payments	919,763	(221,233)	—		(1,497)		5,505		—		—		4,008
Balance, June 30, 2023	249,361,351	(3,153,770)	$	25	$	(21,438)	$	1,530,443	$	(6,383)	$	(583,175)	$	919,472
Net income	—	—	—		—		—		—		9,180		9,180
Other comprehensive loss	—	—	—		—		—		(2,823)		—		(2,823)
Common stock repurchases	—	(2,466,609)	—		(15,754)		—		—		—		(15,754)
Share-based payments	176,963	(10,264)	—		(64)		3,380		—		—		3,316
Balance, September 30, 2023	249,538,314	(5,630,643)	$	25	$	(37,256)	$	1,533,823	$	(9,206)	$	(573,995)	$	913,391


			Common Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
	Shares
(in $000s, except share data)	Common	Treasury
Balance, December 31, 2021	247,358,412	(318,086)	$	25	$	(3,020)	$	1,508,995	$	—	$	(647,490)	$	858,510
Net income (loss)	—	—	—		—		—		—		(3,273)		(3,273)
Share-based payments	102,630	(21,505)	—		(287)		3,559		—		—		3,272
Balance, March 31, 2022	247,461,042	(339,591)	$	25	$	(3,307)	$	1,512,554	$	—	$	(650,763)	$	858,509
Net income	—	—	—		—		—		—		13,623		13,623
Other comprehensive loss	—	—	—		—		—		(2,636)		—		(2,636)
Share-based payments	607,561	(150,420)	—		(1,156)		1,785		—		—		629
Balance, June 30, 2022	248,068,603	(490,011)	$	25	$	(4,463)	$	1,514,339	$	(2,636)	$	(637,140)	$	870,125
Net income (loss)	—	—	—		—		—		—		(2,382)		(2,382)
Other comprehensive loss	—	—	—		—		—		(7,651)		—		(7,651)
Common stock repurchases	—	(388,521)	—		(2,437)		—		—		—		(2,437)
Share-based payments	1,250	(305)	—		(3)		4,378		—		—		4,375
Balance, September 30, 2022	248,069,853	(878,837)	$	25	$	(6,903)	$	1,518,717	$	(10,287)	$	(639,522)	$	862,030

See accompanying notes to unaudited condensed consolidated financial statements.

Custom Truck One Source, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1: Business and Organization

Organization

Custom Truck One Source, Inc., a Delaware corporation, and its wholly owned subsidiaries (“we,” “our,” “us,” or “the Company”) are engaged in the business of providing a range of products and services to customers through rentals and sales of specialty equipment, rentals and sales of aftermarket parts and services related to the specialty equipment, and repair, maintenance and customization services related to that equipment.

We are a specialty equipment provider to the electric utility transmission and distribution, telecommunications, rail and other infrastructure-related industries in North America. Our core business relates to our new equipment inventory and rental fleet of specialty equipment that is utilized by service providers in infrastructure development and improvement work. We offer our specialized equipment to a diverse customer base, including utilities and contractors, for the maintenance, repair, upgrade, and installation of critical infrastructure assets, including distribution and transmission electric lines, telecommunications networks and rail systems, as well as for lighting and signage. We rent, produce, sell and service a broad range of new and used equipment, including bucket trucks, digger derricks, dump trucks, cranes, service trucks, and heavy-haul trailers. We manage the business in three reporting segments: Equipment Rental Solutions (“ERS”), Truck and Equipment Sales (“TES”) and Aftermarket Parts and Services (“APS”).

Supply Chain

The Company purchases raw materials, component parts and finished goods to be used in the manufacturing, sale and rental of its products. Uncertainty remains regarding supply chain disruptions, inflationary pressures, public health crises, and geopolitical risks that have led to issues, broadly, in the supply chain. Changes in the Company’s relationships with suppliers, shortages in availability of materials, production delays, regulatory restrictions, public health crises, or other supply chain disruptions, whether due to suppliers or customers, could have a material adverse effect on the Company’s ability to timely manufacture and market products. Increases in the costs of shipping and transportation, purchased raw materials, component parts or finished goods could result in manufacturing interruptions, delays, inefficiencies or the Company’s inability to market products. The unprecedented nature of the supply chain disruptions continues to make it difficult to predict the Company’s future business and financial performance. The Company continues to monitor the impact on its supply chain, including, but not limited to, the commercial vehicle manufacturers that provide the chassis used in the Company’s production and manufacturing processes and the ongoing semiconductor shortage, which could potentially limit the ability of these manufacturers to meet demand in future periods.

Basis of Presentation

Our accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Our condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in accordance with GAAP requires that these Unaudited Condensed Consolidated Financial Statements and most of the disclosures in these Notes be presented on a historical basis, as of or for the current interim period ended or comparable prior period.

The accompanying interim statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and the Condensed Consolidated Balance Sheet at December 31, 2022, has been derived from the audited consolidated financial statements of Custom Truck One Source, Inc. at that date. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements, have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other periods. These interim statements should be read in conjunction with the Custom Truck One Source, Inc. audited consolidated financial statements included in the Custom Truck One Source, Inc. Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounting Pronouncements Recently Adopted

Contract Assets and Contract Liabilities from Contracts with Customers. In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This ASU improves the comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination and requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amended guidance specifies for all acquired revenue contracts regardless of their timing of payment (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities, thereby providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The ASU was effective as of January 1, 2023. The Company applies the guidance in ASU 2021-08 prospectively to any future business combinations occurring on or after the effective date.

Financing Receivables. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326) (“ASU 2022-02”), which requires an entity to disclose current period gross write-offs by year of origination for financing receivables and net investment in leases. Gross write-off information must be included in the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination. The adoption on January 1, 2023 of the ASU had no impact to the Company’s disclosures.

Note 2: Acquisition

Acquisition of HiRail

On January 14, 2022, a subsidiary of the Company, CTOS Canada, Ltd., closed a Share Purchase Agreement with certain affiliates of Ontario Limited (d/b/a HiRail Leasing), Ontario Inc. (d/b/a Heavy Equipment Repairs), and Ontario Limited (d/b/a Northshore Rail Contracting) (collectively, “HiRail”) to acquire 100% of the equity interests of HiRail. The acquisition of HiRail expands our presence in our strategic markets and deepens our relationships with key customers. HiRail, including the assignment of purchase accounting goodwill (see below), is included in the Company’s ERS segment.

Purchase Price

The Company paid $51.0 million, net of working capital adjustments, to HiRail equity interest holders and to repay debt obligations as consideration for the HiRail acquisition.

Opening Balance Sheet

The acquisition of HiRail has been accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the Company was required to assign the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of January 14, 2022. The excess of the purchase price over those fair values was recorded as goodwill and was attributable to expanded access to markets for the Company’s product and service offering, synergies, and broader product offerings to existing customers of HiRail. The total purchase price has been assigned to the underlying assets acquired and liabilities assumed based upon their fair values as of January 14, 2022, and the estimated fair values have been recorded based on independent valuations, discounted cash flow analysis, quoted market prices, contributory asset charges, and estimates made by management, which estimates fall under “Level 3” of the fair value hierarchy.

The following table summarizes the January 14, 2022 fair values of the assets acquired and liabilities assumed. The final assessment of the fair value of the HiRail assets acquired and liabilities assumed was complete as of December 31, 2022.


(in $000s)	January 14, 2022		Changes		December 31, 2022
Current assets	$	2,891	$	956	$	3,847
Property, equipment and other assets	819		—		819
Rental equipment	34,224		—		34,224
Total identifiable assets acquired	37,934		956		38,890

Total identifiable liabilities assumed	(6,011)		(1,596)		(7,607)
Total net assets	31,923		(640)		31,283
Goodwill	8,685		(41)		8,644
Intangible assets	11,027		—		11,027
Net assets acquired (purchase price)	51,635		(681)		50,954
Less: cash acquired	(1,122)		—		(1,122)
Net cash paid	$	50,513	$	(681)	$	49,832

HiRail generated $3.8 million and $11.7 million, respectively, of revenue for the three and nine months ended September 30, 2022, and $1.6 million and $2.3 million, respectively, of pre-tax income from January 14, 2022 through September 30, 2022, for the three and nine months ended September 30, 2022, which were included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Costs and expenses related to the acquisition were expensed as incurred and were not material. Additionally, pro forma information as if the acquisition of HiRail had occurred on January 1, 2021 is not being presented as the information is not considered material to the Company’s financial statements.

Note 3: Revenue

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
United States	$	424,513	$	347,093	$	1,305,292	$	1,056,324
Canada	9,840		10,687		38,054		30,038
Total revenue	$	434,353	$	357,780	$	1,343,346	$	1,086,362

Major Product Lines and Services

Equipment leasing and equipment sales are the core businesses of the Company, with leasing complemented by the sale of rental units from the rental fleet. The Company’s revenue by major product and service line for the three and nine months ended September 30, 2023 and 2022 are presented in the table below.


	Three Months Ended September 30,						Three Months Ended September 30,
	2023						2022
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	112,373	$	—	$	112,373	$	110,054	$	—	$	110,054
Shipping and handling	—		5,836		5,836		—		4,956		4,956
Total rental revenue	112,373		5,836		118,209		110,054		4,956		115,010
Sales and services:
Equipment sales	12,760		270,319		283,079		4,456		206,447		210,903
Parts and services	4,216		28,849		33,065		970		30,897		31,867
Total sales and services	16,976		299,168		316,144		5,426		237,344		242,770
Total revenue	$	129,349	$	305,004	$	434,353	$	115,480	$	242,300	$	357,780

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2023						2022
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	339,896	$	—	$	339,896	$	322,634	$	—	$	322,634
Shipping and handling	—		18,770		18,770		—		13,576		13,576
Total rental revenue	339,896		18,770		358,666		322,634		13,576		336,210
Sales and services:
Equipment sales	56,535		829,951		886,486		20,572		636,023		656,595
Parts and services	15,969		82,225		98,194		8,949		84,608		93,557
Total sales and services	72,504		912,176		984,680		29,521		720,631		750,152
Total revenue	$	412,400	$	930,946	$	1,343,346	$	352,155	$	734,207	$	1,086,362

Rental revenue is primarily comprised of revenues from rental agreements and freight charges billed to customers. Equipment sales recognized pursuant to sales-type leases are recorded within equipment sales revenue. Charges to customers for damaged rental equipment are recorded within parts and services revenue.

Receivables, Contract Assets and Liabilities

As of September 30, 2023 and December 31, 2022, the Company had net receivables related to contracts with customers of $61.2 million and $98.0 million, respectively. As of September 30, 2023 and December 31, 2022, the Company had net receivables related to rental contracts and other of $95.1 million and $95.1 million, respectively.

The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues.

The Company’s allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect. The estimated losses are based upon a review of outstanding receivables, the related aging, including specific accounts if deemed necessary, and on the Company’s historical collection experience. The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience. The Company's estimates reflect changing circumstances, including changes in the economy or in the particular circumstances of individual customers, and, as a result, the Company may be required to increase or decrease its allowance.

Accounts receivable, net consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Accounts receivable	$	170,514	$	212,347
Less: allowance for doubtful accounts	(14,209)		(19,241)
Accounts receivable, net	$	156,305	$	193,106

When customers are billed for rentals in advance of the rental period, the Company defers recognition of revenue. As of both September 30, 2023 and December 31, 2022, the Company had approximately $3.0 million of deferred rental revenue. Additionally,

the Company collects deposits from customers for orders placed for equipment and rentals. The Company had approximately $19.6 million and $29.6 million in deposits as of September 30, 2023 and December 31, 2022, respectively. Of the $29.6 million deposit liability balance as of December 31, 2022, $28.9 million was recorded as revenue during the nine months ended September 30, 2023 due to performance obligations being satisfied. The Company’s remaining performance obligations on its equipment deposit liabilities have original expected durations of one year or less.

The Company does not have material contract assets, and as such, did not recognize any material impairments of any contract assets.

Note 4: Sales-Type Leases

Revenue from sales-type leases was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Equipment sales	$	12,760	$	7,099	$	56,535	$	27,007

Cost of equipment sales	11,714		5,938		54,354		23,073


Gross profit	$	1,046	$	1,161	$	2,181	$	3,934

As these transactions remained under rental contracts, $7.1 million and $5.1 million for the three months ended September 30, 2023 and 2022, respectively, and $22.2 million and $15.6 million for the nine months ended September 30, 2023 and 2022, respectively, were billed under the contracts as rentals. Interest income from financing receivables was $4.5 million and $2.7 million for the three months ended September 30, 2023 and 2022, respectively, and $12.3 million and $7.8 million, for the nine months ended September 30, 2023 and 2022, respectively.

Note 5: Inventory

Whole goods inventory is comprised of chassis, attachments (i.e., boom cranes, serial lifts, digger derricks, dump bodies, etc.) and the in-process costs incurred in the final assembly of those units. As part of the business model, the Company sells unassembled individual whole goods and whole goods with varying levels of customization direct to consumers or dealers. Whole goods inventory also includes new equipment purchased specifically for resale to customers. Inventory consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Whole goods	$	750,047	$	468,557
Aftermarket parts and services inventory	138,708		128,167

Inventory	$	888,755	$	596,724

Note 6: Floor Plan Financing

Floor plan payables represent financing arrangements to facilitate the Company’s purchase of new and used trucks, cranes, and construction equipment inventory. All floor plan payables are collateralized by the inventory financed. These payables become due and payable upon the sale, transfer, or reclassification of each unit of inventory. Certain floor plan arrangements require the Company to satisfy various financial ratios consistent with those under the ABL Facility. As of September 30, 2023, the Company was in compliance with these covenants.

The amounts owed under floor plan payables are summarized as follows:


(in $000s)	September 30, 2023		December 31, 2022
Trade:
Daimler Truck Financial	$	131,637	$	105,447
PACCAR Financial Services	63,292		31,187
Trade floor plan payables	$	194,929	$	136,634
Non-trade:
PNC Equipment Finance, LLC	$	396,891	$	293,536
Non-trade floor plan payables	$	396,891	$	293,536

Interest on outstanding floor plan payable balances is due and payable monthly. Floor plan interest expense was $10.1 million and $25.0 million for the three and nine months ended September 30, 2023, respectively, and $3.6 million, and $7.5 million for the three and nine months ended September 30, 2022, respectively.

Trade Floor Plan Financing:

Daimler Truck Financial

The Wholesale Financing Agreement with Daimler Truck Financial (the “Daimler Facility”) bears interest at a rate of U.S. Prime plus 0.80% after an initial interest free period of up to 150 days. The total borrowing capacity under the Daimler Facility is $175.0 million. The Daimler agreement is evergreen and is subject to termination by either party through written notice.

PACCAR

The Company has an Inventory Financing Agreement with PACCAR Financial Corp that provides the Company with a line of credit of $75.0 million to finance inventory purchases of new Peterbilt and/or Kenworth trucks, tractors, and chassis. Amounts borrowed against this line of credit incur interest at a rate of U.S. Prime Rate minus 0.71%. The PACCAR agreement extends automatically each April and is subject to termination by either party through written notice.

References to the Prime Rate in the foregoing agreements represent the rate as published in The Wall Street Journal.

Non-Trade Floor Plan Financing:

PNC Equipment Finance, LLC

The Company has an Inventory Loan, Guaranty and Security Agreement (the “Loan Agreement”) with PNC Equipment Finance, LLC. On August 25, 2023, the Company renewed the Loan Agreement by an additional two years. The Loan Agreement as of September 30, 2023, provides the Company with a $400.0 million revolving credit facility, which matures on August 25, 2025 and bears interest at a three-month term secured overnight financing rate (“SOFR”) plus 3.00%.

Note 7: Rental Equipment

Rental equipment, net consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Rental equipment	$	1,399,840	$	1,360,205
Less: accumulated depreciation	(475,525)		(476,531)
Rental equipment, net	$	924,315	$	883,674

Note 8: Long-Term Debt

Debt obligations and associated interest rates consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022		September 30, 2023	December 31, 2022
ABL Facility	$	492,400	$	437,731	7.2%	6.1%

2029 Secured Notes	920,000		920,000		5.5%	5.5%


2023 Credit Facility	13,800		—		5.8%	—
Notes payable	24,986		31,661		3.1%-5.0%	3.1%-5.0%
Total debt outstanding	1,451,186		1,389,392
Deferred financing fees	(23,838)		(27,686)
Total debt net of deferred financing fees	1,427,348		1,361,706
Less: current maturities	(1,286)		(6,940)
Long-term debt	$	1,426,062	$	1,354,766

As of September 30, 2023, borrowing availability under the ABL Facility was $254.5 million, and outstanding standby letters of credit were $3.1 million.

ABL Facility

Borrowings under the ABL Facility bear interest at a floating rate, which, at Buyer’s election, could be (a) in the case of U.S. dollar denominated loans, either (i) SOFR plus an applicable margin or (ii) the base rate plus an applicable margin; or (b) in the case of Canadian dollar denominated loans, the CDOR rate plus an applicable margin. The applicable margin varies based on Average Availability (as defined in the ABL Credit Agreement) from (a) with respect to base rate loans, 0.50% to 1.00% and (b) with respect to SOFR loans and CDOR rate loans, 1.50% to 2.00%.

2023 Credit Facility

On January 13, 2023, the Company entered into a new credit agreement allowing for borrowings of up to $18.0 million (the “2023 Credit Facility”). Proceeds from the credit agreement were used to finance a portion of the Company’s acquisition of real property from a related party in December 2022. A portion of the loan proceeds has been used to finance improvements to the property. In connection with entering into the agreement, the Company received net proceeds of $13.7 million with the ability to draw an additional $4.2 million upon completion of certain construction milestones. Borrowings bear interest at a fixed rate of 5.75% per annum and are required to be repaid monthly in an amount of approximately $0.1 million with a balloon payment due on the maturity date of January 13, 2028. Borrowings are secured by the real property and improvements.

Note 9: Earnings Per Share

Basic earnings per share is computed by dividing net earnings by the weighted-average number of shares of Common Stock outstanding. Diluted earnings per share includes the effects of potentially dilutive shares of Common Stock, if dilutive. Our potentially dilutive shares aggregated 29.1 million and 29.0 million for the three and nine months ended September 30, 2023, respectively, and 26.4 million and 25.4 million for the three and nine months ended September 30, 2022, respectively, and included warrants, contingently issuable shares, and share-based compensation, and were not included in the computation of diluted earnings per share because they would be anti-dilutive.

The following tables set forth the computation of basic and dilutive earnings per share:


	Three Months Ended September 30, 2023					Three Months Ended September 30, 2022
(in $000s, except per share data)	Net Income		Weighted Average Shares	Per Share Amount		Net Loss		Weighted Average Shares	Per Share Amount
Basic earnings	$	9,180	245,810	$	0.04	$	(2,382)	247,704	$	(0.01)
Dilutive common share equivalents	—		784	—		—		—	—
Diluted earnings	$	9,180	246,594	$	0.04	$	(2,382)	247,704	$	(0.01)


	Nine Months Ended September 30, 2023					Nine Months Ended September 30, 2022
(in $000s, except per share data)	Net Income		Weighted Average Shares	Per Share Amount		Net Income		Weighted Average Shares	Per Share Amount
Basic earnings	$	34,590	245,987	$	0.14	$	7,968	247,448	$	0.03
Dilutive common share equivalents	—		822	—		—		478	—
Diluted earnings	$	34,590	246,809	$	0.14	$	7,968	247,926	$	0.03

Note 10: Equity

Preferred Stock

As of September 30, 2023 and December 31, 2022, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designation, rights and preferences as may be determined from time to time by our board of directors. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Common Stock

On August 2, 2022, the Company’s Board of Directors authorized a stock repurchase program, allowing for the repurchase of up to $30 million of the Company’s ordinary common shares. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As the Company exhausted this program during the quarter, on September 14, 2023, the Board of Directors approved a stock repurchase program that authorizes additional repurchases of up to $25 million of shares of the Company’s ordinary common shares.

During the three and nine months ended September 30, 2023, the Company repurchased approximately 2.5 million and 3.1 million shares of its common stock, respectively, which are held in treasury, for a total cost of $15.8 million and $20.1 million including commission fees. At September 30, 2023, $24.4 million was available under the stock repurchase program.

Contingently Issuable Shares

NESCO Holdings, LP is a Delaware limited partnership holding shares of our common stock. NESCO Holdings, LP is owned and controlled by Energy Capital Partners, and has the right to receive: (1) up to an additional 1,800,000 shares of common stock through July 31, 2024, in increments of 900,000 shares, if the trading price of the common stock exceeds $13.00 per share or $16.00 per share for any 20 trading days during a 30 consecutive trading day period or if a sale transaction of the Company occurs in which the consideration paid per share to holders of common stock of the Company exceeds $13.00 per share or $16.00 per share, and (2) an additional 1,651,798 shares of common stock if during the seven-year period ending July 31, 2026, the trading price of common stock exceeds $19.00 per share for any 20 trading days during a 30 consecutive trading day period or if a sale transaction of the Company occurs in which the consideration paid per share to holders of common stock exceeds $19.00 per share.

Note 11: Fair Value Measurements

The FASB accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.

The following table sets forth the carrying values (exclusive of deferred financing fees) and fair values of our financial liabilities:


	Carrying Value		Fair Value
(in $000s)			Level 1		Level 2		Level 3
September 30, 2023
ABL Facility	$	492,400	$	—	$	492,400	$	—
2029 Secured Notes	920,000		—		809,600		—
2023 Credit Facility	13,800		—		13,800		—
Other notes payable	24,986		—		24,986		—
Warrant liabilities	603		—		—		603

December 31, 2022
ABL Facility	$	437,731	$	—	$	437,731	$	—
2029 Secured Notes	920,000		—		814,200		—
Other notes payable	31,661		—		31,661		—
Warrant liabilities	3,012		—		—		3,012

The carrying amounts of the ABL Facility, the 2023 Credit Facility and other notes payable approximated fair value as of September 30, 2023 and December 31, 2022 based upon terms and conditions available to the Company at those dates in comparison to the terms and conditions of its outstanding debt. The estimated fair value of the 2029 Secured Notes is calculated using Level 2 inputs, based on bid prices obtained from brokers. The Level 3 fair value presented above consists of the fair value of the Non-Public Warrants. The Company estimated the fair value using the Black-Scholes option-pricing model based on the market value of the underlying Common Stock, the remaining contractual term of the warrant, risk-free interest rates and expected dividends, and expected volatility of the price of the underlying Common Stock. The changes in the fair value of the warrant liabilities are recorded in

Financing and other income in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and cash flow from operating activities in the Condensed Consolidated Statements of Cash Flows.

Note 12: Income Taxes

For interim periods, we estimate our annual effective tax rate, exclusive of discrete items, which is derived primarily by our estimate of our valuation allowance as of the end of our fiscal year. The Company’s effective tax rate for the nine months ended September 30, 2023 and 2022 differs from the U.S. federal statutory tax rate due to the recording of valuation allowances. We recorded an income tax expense of $2.7 million for the nine months ended September 30, 2023 resulting in an effective tax rate of 7% compared to an income tax expense of $7.3 million for the comparable prior year period, at an effective tax rate of 48%. The reduction in the effective tax rate for the nine months ended September 30, 2023 compared to same period in 2022, was primarily due to discrete items recorded in the third quarter of 2022, including derivative mark-to-market adjustments and certain tax attribute changes related to personal property.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”), which, among other things, implements a 15% minimum tax for certain large corporations, a 1% excise tax on net stock repurchases, and several tax incentives to promote clean energy. The IRA is effective for tax years beginning after December 31, 2022. The IRA does not have a material effect on our consolidated financial statements. We will continue to monitor the additional guidance from the Internal Revenue Service (the “IRS”).

Note 13: Commitments and Contingencies

We record a liability when we believe that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.

Legal Matters

In the normal course of business, there are various claims in process, matters in litigation, and other contingencies. At this time, no claims of these types, certain of which are covered by insurance policies, have had a material effect on the Company. Certain jurisdictions in which the Company operates do not allow insurance recoveries related to punitive damages. For matters pertaining to the pre-acquisition activities of Custom Truck One Source, L.P. (“Custom Truck LP”), the sellers of Custom Truck LP have agreed to indemnify the Company for losses arising out of the breach of pre-closing covenants in the purchase agreement and certain indemnified tax matters discussed below, with recourse limited to $10.0 million and $8.5 million escrow accounts, respectively.

From time to time, the Company may be audited by state and local taxing authorities. These audits typically focus on the Company’s withholding of state-specific sales tax and rental-related taxes.

Custom Truck LP’s withholdings of federal excise taxes for each of the four quarterly periods during 2015 are currently under audit by the IRS. The IRS issued an assessment on October 28, 2020 in an aggregate amount of $2.4 million for the 2015 periods, alleging that certain types of sold equipment are not eligible for the Mobile Machinery Exemption set forth in the Internal Revenue Code (the “Code”). An appeal was filed on January 28, 2021. Based on management’s understanding of the facts and circumstances, including the relevant provisions of the Code, and historical precedent, including previous successful appeals of similar assessments in prior years, management does not believe the likelihood of a loss resulting from the IRS assessment to be probable at this time.

While it is not possible to predict the outcome of the foregoing matters with certainty, it is the opinion of management that the final outcome of these matters will not have a material effect on the Company’s consolidated financial condition, results of operations and cash flows.

Purchase Commitments

We enter into purchase agreements with manufacturers and suppliers of equipment for our rental fleet and inventory. All of these agreements are cancellable within a specified notification period to the supplier.

Note 14: Related Parties

The Company has transactions with related parties as summarized below.

Rentals and Sales — The Company rents and sells equipment and provides services to R&M Equipment Rental, a business partially owned by members of the Company’s management. The Company also rents equipment and purchases inventory from R&M Equipment Rental.

Prior to August 1, 2022, Energy Capital Partners (“ECP”), a stockholder of the Company, and its affiliates had ownership interests in PLH Group, Inc., which was a customer of the Company.

Facilities Leases and Other — The Company leased certain facilities, as well as purchased aircraft charter services, from entities owned by members of the Company’s management and their immediate families. Lease and charter services payments related to these transactions are immaterial. Rent and air travel expenses are recorded in selling, general, and administrative expenses. In December 2022, the Company terminated the lease agreements and purchased the facilities and land from these related parties for a purchase price of approximately $15.4 million.

Management Fees — The Company entered into the Corporate Advisory Services Agreement with Platinum effective in April 2021, under which management fees are payable to Platinum quarterly. The management fees are recorded in transaction expenses and other in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

A summary of the transactions with the foregoing related parties included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Total revenues from transactions with related parties	$	4,728	$	8,385	$	23,231	$	27,128
Expenses incurred from transactions with related parties included in cost of revenue	$	239	$	297	$	1,091	$	2,109
Expenses incurred from transactions with related parties included in operating expenses	$	1,391	$	1,398	$	4,154	$	4,635

Amounts receivable from/payable to related parties included in the Condensed Consolidated Balance Sheets are as follows:


(in $000s)	September 30, 2023		December 31, 2022
Accounts receivable from related parties	$	695	$	5,053
Accounts payable to related parties	$	140	$	36

Note 15: Segments

Our operations are primarily organized and managed by operating segment. Operating segment performance and resource allocations are primarily based on gross profit. Intersegment sales and any related profits are eliminated in consolidation. We manage the business in three reporting segments: Equipment Rental Solutions (“ERS”), Truck and Equipment Sales (“TES”) and Aftermarket Parts and Services (“APS”).

The Company’s segment results are presented in the tables below:


	Three Months Ended September 30,
	2023
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	114,929	$	—	$	3,280	$	118,209
Equipment sales	52,175		230,904		—		283,079
Parts and services	—		—		33,065		33,065
Total revenue	167,104		230,904		36,345		434,353
Cost of revenue:
Rentals/parts and services	29,613		—		26,203		55,816
Equipment sales	37,828		191,084		—		228,912
Depreciation of rental equipment	41,652		—		817		42,469
Total cost of revenue	109,093		191,084		27,020		327,197
Gross profit	$	58,011	$	39,820	$	9,325	$	107,156


	Three Months Ended September 30,
	2022
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	112,009	$	—	$	3,001	$	115,010
Equipment sales	37,121		173,782		—		210,903
Parts and services	—		—		31,867		31,867
Total revenue	149,130		173,782		34,868		357,780
Cost of revenue:
Rentals/parts and services	27,221		—		26,187		53,408
Equipment sales	27,015		146,573		—		173,588
Depreciation of rental equipment	41,776		—		836		42,612
Total cost of revenue	96,012		146,573		27,023		269,608
Gross profit	$	53,118	$	27,209	$	7,845	$	88,172

	Nine Months Ended September 30,
	2023
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	346,545	$	—	$	12,121	$	358,666
Equipment sales	195,005		691,481		—		886,486
Parts and services	—		—		98,194		98,194
Total revenue	541,550		691,481		110,315		1,343,346
Cost of revenue:
Rentals/parts and services	90,014		—		79,178		169,192
Equipment sales	148,711		571,592		—		720,303
Depreciation of rental equipment	123,969		—		2,446		126,415
Total cost of revenue	362,694		571,592		81,624		1,015,910
Gross profit	$	178,856	$	119,889	$	28,691	$	327,436

	Nine Months Ended September 30,
	2022
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	325,679	$	—	$	10,531	$	336,210
Equipment sales	133,674		522,921		—		656,595
Parts and services	—		—		93,557		93,557
Total revenue	459,353		522,921		104,088		1,086,362
Cost of revenue:
Rentals/parts and services	79,863		—		74,715		154,578
Equipment sales	100,663		444,798		—		545,461
Depreciation of rental equipment	128,126		—		2,774		130,900
Total cost of revenue	308,652		444,798		77,489		830,939
Gross profit	$	150,701	$	78,123	$	26,599	$	255,423

Total assets by operating segment are not disclosed herein because asset by operating segment data is not reviewed by the chief operating decision-maker (“CODM”) to assess performance and allocate resources.

Gross profit is the primary operating result whereby our segments are evaluated for performance and resource allocation. The following table presents a reconciliation of consolidated gross profit to consolidated income before income taxes:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Gross Profit	$	107,156	$	88,172	$	327,436	$	255,423
Selling, general and administrative expenses	56,955		49,835		171,974		152,269
Amortization	6,698		6,794		19,976		27,000
Non-rental depreciation	2,602		1,938		7,973		7,302
Transaction expenses and other	2,890		6,498		10,039		17,192


Interest expense, net	34,144		22,887		94,945		62,324
Financing and other income	(5,745)		(1,747)		(14,744)		(25,905)
Income Before Income Taxes	$	9,612	$	1,967	$	37,273	$	15,241

The following table presents total assets by country:


(in $000s)	September 30, 2023		December 31, 2022
Assets:
United States	$	3,109,472	$	2,830,958
Canada	118,198		107,254
Total Assets	$	3,227,670	$	2,938,212

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Any statements made in this report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this report, you should understand that these statements are not guarantees of performance or results and are subject to and involve risks, uncertainties and assumptions. You should not place undue reliance on these forward-looking statements or projections. Below is a summary of risk factors applicable to us that may materially affect such forward-looking statements and projections:

•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;

•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 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;

•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;

•material weakness in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements;

•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 in our information technology systems or a compromise of our system security, limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, and 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;

•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.

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. See “Risk Factors” in Part I, Item 1A of the Annual Report for the year ended December 31, 2022 and in Part II, Item 1A of this report, for additional risks.

Financial and Performance Measures

Financial Measures

Revenue — As a full-service equipment provider, we generate revenue through renting, selling, assembling, upfitting, and servicing new and used heavy-duty trucks and cranes, as well as the sale of related parts. We also sell and rent specialized tools on an individual basis and in kits. Rental revenue is primarily comprised of revenues from rental agreements and freight charges billed to customers. The Company records changes in estimated collectability directly against rental revenue. Equipment sales revenue reflects the value of vocational trucks and other equipment sold to customers. Parts and service revenue is derived from maintenance and repair services, light upfit services, and parts, tools and accessories sold directly to customers.

Cost of rental revenue — Cost of rental revenue reflects repairs and maintenance costs of rental equipment, parts costs, labor and other overheads related to maintaining the rental fleet, and freight associated with the shipping of rental equipment.

Depreciation of rental equipment — Depreciation of rental equipment is comprised of depreciation expense on the rental fleet. We allocate the cost of rental equipment generally over the rentable life of the equipment. The depreciation allocation is based upon estimated lives ranging from five to seven years. The cost of equipment is depreciated to an estimated residual value using the straight-line method.

Cost of equipment sales — Cost of equipment sales reflects production and inventory costs associated with new units sold, parts costs, labor and other overheads related to production, and freight associated with the shipping and receiving of equipment and parts. Cost of equipment sales also includes the net book value of rental units sold.

Selling, general and administrative expenses — Selling, general and administrative expenses include sales compensation, fleet licensing fees and corporate expenses, including salaries, stock-based compensation expense, insurance, advertising costs, professional services, fees earned on customer arranged financing, gains or losses resulting from insurance settlements, and information technology expenses, including amortization of capitalized cloud computing arrangements.

Amortization and non-rental depreciation — Amortization expense relates to intangible assets such as customer lists, trade names, etc. Non-rental depreciation expense reflects the depreciation of property and equipment that is not part of the rental fleet. Depreciation of property used in the production of our specialized equipment is included in cost of equipment sales.

Transaction expenses and other — Transaction expenses and other expense include expenses directly related to the acquisition of businesses. These expenses are comprised of travel and out-of-pocket expenses and legal, accounting and valuation or appraisal fees incurred in connection with pre- and post-closure activities. We include costs and expenses associated with post-acquisition integration activities related to the acquired businesses. Management fees pursuant to the Corporate Advisory Services Agreement with Platinum are also included in this category.

Financing and other income — Financing and other income reflects the financing income associated with sales-type lease activity, foreign currency gains and losses related to our Canadian operations, as well as other miscellaneous gains or losses from non-operating activities. Also included in financing and other income are the unrealized remeasurement gains and losses related to our warrants.

Interest expense — Interest expense consists of contractual interest expense on outstanding debt obligations, floorplan financing facilities, amortization of deferred financing costs and other related financing expenses.

Income Tax Expense — We have net operating loss carryforward and disallowed interest deduction carryforward assets, which are generally available to be used to offset taxable income generated in future years. Due to limitations on the use of these carryforwards under U.S. federal and state income tax regulations, we record valuation allowances to reduce the carryforward assets to amounts that we estimate will be realized. Accordingly, income tax expense or benefit generally is comprised of changes to these valuation allowance estimates and does not reflect taxes on current period income (or tax benefit on current period losses). For these reasons, our effective tax rate differs from the federal statutory tax rate.

Performance Measures

We consider the following key operational measures when evaluating our performance and making day-to-day operating decisions:

Ending OEC — Ending original equipment cost (“OEC”) is the original equipment cost of units comprising our fleet of rental inventory at the end of the measurement period. OEC represents the original equipment cost, exclusive of the effect of adjustments to rental equipment fleet acquired in business combinations, and is the basis for calculating certain of the measures set forth below. Additionally, the pricing of our rental contracts and equipment sales prices for our equipment is based upon OEC, and we measure a rate of return from our rentals and sales using OEC. OEC is a widely used industry metric to compare fleet dollar value independent of depreciation.

Average OEC on rent — Average OEC on rent is calculated as the weighted-average OEC on rent during the stated period.

Fleet utilization — Fleet utilization is defined as the 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. Utilization is a measure of fleet efficiency expressed as a percentage of time the fleet is on rent and is considered to be an important indicator of the revenue generating capacity of the fleet.

OEC on rent yield — OEC on rent yield (“ORY”) is 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, ORY is adjusted to an annualized basis.

Sales order backlog — Sales order backlog consists of purchase orders received for customized and stock equipment. Sales order backlog should not be considered an accurate measure of future net sales.

Operating Segments

We operate in three reportable operating segments: Equipment Rental Solutions, Truck and Equipment Sales and Aftermarket Parts and Services.

Equipment Rental Solutions (“ERS”) Segment — We own a broad range of new and used specialty equipment, including truck-mounted aerial lifts, cranes, service trucks, dump trucks, trailers, digger derricks and other machinery and equipment. As of September 30, 2023, this equipment (the “rental fleet”) is comprised of more than 10,200 units. The majority of our rental fleet can be used across a variety of end-markets, which coincides with the needs of many of our customers who operate in multiple end-markets. As is customary for equipment rental companies, we sell used equipment out of our rental fleet to end-user customers. These sales are often made in response to specific customer requests. These sales offer customers an opportunity to buy well-maintained equipment with long remaining useful lives and enable us to effectively manage the age and mix of our rental fleet to match current market demand. We also employ rental purchase options (“RPOs”) on a select basis, which provide a buyout option with an established purchase price that decreases over time as rental revenue is collected. Customers are given credit against such purchase price for a portion of the amounts paid over the life of the rental, allowing customers the flexibility of a rental with the option to purchase at any time at a known price. Activities in our ERS segment consist of the rental and sale from the rental fleet of the foregoing products.

Truck and Equipment Sales (“TES”) Segment — We offer a broad variety of new equipment for sale to be used across our end-markets, which can be modified to meet our customers’ specific needs. We believe that our integrated production capabilities and extensive knowledge gained over a long history of selling equipment have established us as a trusted partner for customers seeking tailored solutions with short lead times. In support of these activities, we primarily employ a direct-to-customer sales model, leveraging our dedicated sales force of industry and product managers, who are focused on driving national and local sales. We also opportunistically engage in the sale of used equipment purchased from third parties or received via trade-ins from new equipment sales customers. In all of these cases, we will sell used equipment directly to customers, rather than relying on auctions. Activities in our TES segment consist of the production and sale of new and used specialty equipment and vocational trucks, which includes equipment from leading original equipment manufacturers (“OEMs”) across our end-markets, as well as our Load KingTM brand.

Aftermarket Parts and Services (“APS”) Segment — The APS segment includes the sale of specialized aftermarket parts, including captive parts related to our Load KingTM brand, used in the maintenance and repair of the equipment we sell and rent. Specialized tools, including stringing blocks, insulated hot stick, and rigging equipment, are sold or rented to our customers on an individual basis or in packaged specialty kits. We also provide truck and equipment maintenance and repair services, which are executed throughout our nationwide branch network and fleet of mobile technicians supported by our 24/7 call center based in Kansas City, Missouri.

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial performance measure that the Company uses to monitor its results of operations and to measure performance against debt covenants and performance relative to competitors. The Company believes 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. The Company excludes 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. The Company's presentation of Adjusted EBITDA should not be construed as an indication that results will be unaffected by the items excluded from Adjusted EBITDA. The Company’s computation of Adjusted EBITDA may not be identical to other similarly titled measures of other companies.

The Company defines Adjusted EBITDA as net income or loss before interest expense, income taxes, depreciation and amortization, share-based compensation, and other items that the Company does not view as indicative of ongoing performance. The Company’s Adjusted EBITDA includes an adjustment to exclude the effects of purchase accounting adjustments when calculating the cost of inventory and used rental equipment sold. When inventory or rental 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. The Company also includes an adjustment to remove the impact of accounting for certain of our rental contracts that are accounted for under GAAP as a sales-type lease, however, in actuality, the rental contract remains in place, and we continue to invoice the rentals to the customers. Sales-type lease accounting results in an accelerated revenue recognition profile compared to the period of service (that is, time of use by the rental customer) that is provided evenly over the duration of our time-based rental contracts, and compared to the cash payment profile, which is typically received evenly over the duration of our rental contracts. We include this adjustment because we believe continuing to reflect the transactions as an operating lease more closely measures the period of service provided and rental payment receipts 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 conform to the definitions in the Company’s senior secured credit agreements.

Although management evaluates and presents Adjusted EBITDA for the reasons described herein, please be aware that this non-GAAP measure has 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 operating measure prescribed by GAAP. In addition, we may calculate and/or present this non-GAAP financial measure differently than measures with the same or similar names that other companies report, and, as a result, the non-GAAP measure we report may not be comparable to those reported by others. Reconciliations of GAAP financial information to Adjusted EBITDA are provided below.

Results of Operations

Three and nine months ended September 30, 2023 compared to the same periods in 2022

Consolidated Results of Operations


	Three Months Ended
(in $000s)	September 30, 2023		% of revenue	September 30, 2022		% of revenue	$ Change		% change	June 30, 2023		% of revenue
Rental revenue	$	118,209	27.2%	$	115,010	32.1%	$	3,199	2.8%	$	122,169	26.7%
Equipment sales	283,079		65.2%	210,903		58.9%	72,176		34.2%	302,117		66.1%
Parts sales and services	33,065		7.6%	31,867		8.9%	1,198		3.8%	32,544		7.1%
Total revenue	434,353		100.0%	357,780		100.0%	76,573		21.4%	456,830		100.0%
Cost of revenue, excluding rental equipment depreciation	284,728		65.6%	226,996		63.4%	57,732		25.4%	302,595		66.2%
Depreciation of rental equipment	42,469		9.8%	42,612		11.9%	(143)		(0.3)%	43,616		9.5%
Gross profit	107,156		24.7%	88,172		24.6%	18,984		21.5%	110,619		24.2%
Operating expenses	69,145			65,065			4,080		6.3%	71,044
Operating income	38,011			23,107			14,904		64.5%	39,575
Total other expense	28,399			21,140			7,259		34.3%	26,577
Income before income taxes	9,612			1,967			7,645		388.7%	12,998
Income tax expense	432			4,349			(3,917)		(90.1)%	1,388
Net income (loss)	$	9,180		$	(2,382)		$	11,562	NM	$	11,610


	Nine Months Ended September 30,
(in $000s)	2023		% of revenue		2022		% of revenue	$ Change		% of change
Rental revenue	$	358,666	26.7	%	$	336,210	30.9%	$	22,456	6.7	%
Equipment sales	886,486		66.0	%	656,595		60.4%	229,891		35.0	%
Parts sales and services	98,194		7.3	%	93,557		8.6%	4,637		5.0	%
Total revenue	1,343,346		100.0	%	1,086,362		100.0%	256,984		23.7	%
Cost of revenue, excluding rental equipment depreciation	889,495		66.2	%	700,039		64.4%	189,456		27.1	%
Depreciation of rental equipment	126,415		9.4	%	130,900		12.0%	(4,485)		(3.4)	%
Gross profit	327,436		24.4	%	255,423		23.5%	72,013		28.2	%
Operating expenses	209,962				203,763			6,199		3.0	%
Operating income	117,474				51,660			65,814		127.4	%
Total other expense	80,201				36,419			43,782		120.2	%
Income before income taxes	37,273				15,241			22,032		144.6	%
Income tax expense	2,683				7,273			(4,590)		(63.1)	%
Net income (loss)	$	34,590			$	7,968		$	26,622	334.1	%

Total Revenue - The increase in total revenue for the three and nine months ended September 30, 2023 compared to the same periods in 2022 was primarily due to strong customer demand for new equipment and used rental equipment. Equipment sales increased as the continuing improvement in supply chain challenges allowed for greater order fulfillments and our ability to replenish inventory.

Cost of Revenue, Excluding Rental Equipment Depreciation - The increase in cost of revenue, excluding rental equipment depreciation for the three and nine months ended September 30, 2023 compared to the same periods in 2022, was driven primarily by the increase in new and rental equipment sales volume.

Depreciation of Rental Equipment - Depreciation of our rental fleet was flat in the three months ended September 30, 2023 as a result of the higher level of rental equipment sales offset by higher rental equipment levels. For the nine months ended September 30, 2023, depreciation of our rental fleet decreased due to favorable market demand for used rental equipment.

Operating Expenses - Operating expenses increased in the three and nine months ended September 30, 2023 compared to the same periods in 2022, primarily as a result of an increase in general and administrative expenses due to higher commissions, increased

headcount and wages, elevated marketing-related activities, and additional expense associated with various information technology projects.

Total Other Expense - Other expense for the three and nine months ended September 30, 2023 compared to the same periods in 2022 increased primarily due to the increase in interest expense from variable rate debt and floor plan financing liabilities. Additionally for the nine months ended, the increase is also attributable to the mark-to-market income (loss) from the private warrants liability (accounted for as a derivative financial instrument) being in an income position of $2.4 million for the nine months ended September 30, 2023, compared to a gain of $18.0 million for the same period in 2022.

Income Tax Expense - Income tax expense for the three and nine months ended September 30, 2023 of $0.4 million and $2.7 million, respectively, resulting in an effective tax rate of 4% and 7%, respectively, compared to income tax expense for the three and nine months ended September 30, 2022 of $2.7 million and $7.3 million, respectively, at an effective tax rate of 221% and 48%, respectively. The reduction in the effective tax rate was primarily due to discrete items recorded in the third quarter of 2022, including derivative mark-to-market adjustments and certain tax attribute changes related to personal property.

Net Income (Loss) - The increase in net income for the three and nine months ended September 30, 2023 compared to the same periods in 2022 was primarily the result of gross profit expansion, partially offset by higher interest expense on variable-rate debt and variable-rate floor plan liabilities.

Key Performance Measures

We believe that our operating model, together with our highly variable cost structure, enables us to sustain high margins, strong cash flow generation and stable financial performance throughout various economic cycles. We also believe that our vertical integration of rental equipment production as the principal supplier of our rental fleet provides us a cost advantage relative to other specialty rental companies. We are able to generate cash flow through our earnings, as well as sales of used and rental equipment. Our highly variable cost structure adjusts with the utilization of our equipment, thereby reducing our costs to match our revenue. We principally evaluate financial performance based on the following measurements: average OEC on rent, fleet utilization, and OEC on rent yield. We also report sales order backlog related to our customers’ orders for new vocational heavy duty trucks as an indicator of the demand environment for our products. The table below presents these key measures.


	Three Months Ended
(in $000s)	September 30, 2023			September 30, 2022			Change			% Change		June 30, 2023			% Change
Ending OEC	$	1,466,000		$	1,428,800		$	37,200		2.6	%	$	1,467,779		(0.1)	%
Average OEC on rent	$	1,155,600		$	1,182,500		$	(26,900)		(2.3)	%	$	1,203,855		(4.0)	%
Fleet utilization	78.9		%	83.8		%	(4.9)		%	(5.8)	%	81.7		%	(3.4)	%
OEC on rent yield	40.8		%	38.5		%	2.3		%	6.0	%	40.1		%	1.7	%
Sales order backlog	$	779,295		$	709,180		$	70,115		9.9	%	$	863,757		(9.8)	%


	Nine Months Ended September 30,
(in $000s)	2023			2022			Change			% Change
Ending OEC	$	1,466,000		$	1,428,800		$	37,200		2.6	%
Average OEC on rent	$	1,191,300		$	1,161,400		$	29,900		2.6	%
Fleet utilization	81.3		%	83.0		%	(1.7)		%	(2.0)	%
OEC on rent yield	39.8		%	38.9		%	0.9		%	2.3	%
Sales order backlog	$	779,295		$	709,180		$	70,115		9.9	%

Ending OEC - The increase in Ending OEC for the three and nine months ended September 30, 2023 compared to the same periods in 2022, was driven by positive net rental fleet additions since the second quarter of 2022, partially offset by our continued focus on selling older equipment from our rental fleet at current advantageous residual values.

Average OEC on Rent - Average OEC on rent for the three months ended September 30, 2023 remained flat when compared to the same period in 2022. The increase in Average OEC on rent for the nine months ended September 30, 2023 was driven by fleet growth and continued strong rental demand.

Fleet Utilization - Fleet utilization decreased for the three and nine months ended September 30, 2023 compared to the same periods in 2022, due to project delays related to transmission and distribution work caused by elevated temperatures in North America.

OEC on Rent Yield - OEC on Rent Yield increased for the three and nine months ended September 30, 2023 compared to the same periods of 2022, as a result of the impact of the favorable pricing environment for our rental products, reflective of strong demand.

Sales Order Backlog - The increase in sales order backlog for the three and nine months ended September 30, 2023 compared to the same periods in 2022 was driven by continued strong customer demand.

Adjusted EBITDA

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA. As previously noted, Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for revenue, operating income, net income (loss), earnings per share, or any other comparable measures prescribed by GAAP.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30, 2023
(in $000s)	2023		2022		2023		2022
Net income (loss)	$	9,180	$	(2,382)	$	34,590	$	7,968	$	11,610
Interest expense	24,044		19,338		69,982		54,833		23,575
Income tax expense	432		4,349		2,683		7,273		1,388
Depreciation and amortization	54,552		54,001		162,083		171,121		55,441
EBITDA	88,208		75,306		269,338		241,195		92,014
Adjustments:
Non-cash purchase accounting impact (1)	5,884		3,408		13,552		14,801		469
Transaction and integration costs (2)	2,890		6,501		10,039		17,192		3,689


Sales-type lease adjustment (3)	1,640		1,232		7,736		3,793		3,293
Share-based payments (4)	2,843		4,378		10,312		9,526		4,322
Change in fair value of derivative and warrants (5)	(1,280)		809		(2,409)		(18,013)		(604)
Adjusted EBITDA	$	100,185	$	91,634	$	308,568	$	268,494	$	103,183

(1) Represents the non-cash impact of purchase accounting, net of accumulated depreciation, on the cost of equipment and inventory sold. The equipment and inventory acquired received a purchase accounting step-up in basis, which is a non-cash adjustment to the equipment cost pursuant to our credit agreement.

(2) Represents transaction and process improvement costs related to acquisitions of businesses, including post-acquisition integration costs, which are recognized within operating expenses in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). These expenses are comprised of professional consultancy, legal, tax and accounting fees, and management fees to Platinum. Also included are expenses associated with the integration of acquired businesses. These expenses are presented as adjustments to net income (loss) pursuant to our ABL Credit Agreement.

(3) Represents the adjustment for the impact of sales-type lease accounting for certain leases containing rental purchase options ("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 credit agreement. 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, 2023
(in $000s)	2023		2022		2023		2022
Equipment sales	$	(12,760)	$	(7,099)	$	(56,535)	$	(27,007)	$	(19,603)
Cost of equipment sales	11,714		5,938		54,354		23,073		19,415
Gross profit	(1,046)		(1,161)		(2,181)		(3,934)		(188)
Interest income	(4,461)		(2,719)		(12,295)		(7,827)		(4,406)
Rentals invoiced	7,147		5,112		22,212		15,554		7,887
Sales-type lease adjustment	$	1,640	$	1,232	$	7,736	$	3,793	$	3,293

(4) Represents non-cash share-based compensation expense associated with the issuance of stock options and restricted stock units.

(5) Represents the credit to earnings for the change in fair value of the liability for private warrants.

Operating Results by Segment

Equipment Rental Solutions (ERS) Segment


	Three Months Ended
(in $000s)	September 30, 2023		September 30, 2022		$ Change		% Change		June 30, 2023		% Change
Rental revenue	$	114,929	$	112,009	$	2,920	2.6	%	$	117,832	(2.5)	%
Equipment sales	52,175		37,121		15,054		40.6	%	50,694		2.9	%
Total revenue	167,104		149,130		17,974		12.1	%	168,526		(0.8)	%
Cost of rental revenue	29,613		27,221		2,392		8.8	%	31,341		(5.5)	%
Cost of equipment sales	37,828		27,015		10,813		40.0	%	39,802		(5.0)	%
Depreciation of rental equipment	41,652		41,776		(124)		(0.3)	%	42,805		(2.7)	%
Total cost of revenue	109,093		96,012		13,081		13.6	%	113,948		(4.3)	%
Gross profit	$	58,011	$	53,118	$	4,893	9.2	%	$	54,578	6.3	%


	Nine Months Ended September 30,
(in $000s)	2023		2022		$ Change		% Change
Rental revenue	$	346,545	$	325,679	$	20,866	6.4	%
Equipment sales	195,005		133,674		61,331		45.9	%
Total revenue	541,550		459,353		82,197		17.9	%

Cost of rental revenue	90,014		79,863		10,151		12.7	%
Cost of equipment sales	148,711		100,663		48,048		47.7	%
Depreciation of rental equipment	123,969		128,126		(4,157)		(3.2)	%
Total cost of revenue	362,694		308,652		54,042		17.5	%
Gross profit	$	178,856	$	150,701	$	28,155	18.7	%

Total Revenue - The increase in total revenue for the ERS segment for the three and nine months ended September 30, 2023, compared to the same periods in 2022, was driven by an increase in revenues for rental equipment and equipment sales revenue. Continued demand across our infrastructure end-markets coupled with positive net fleet acquisition in the current year resulted in greater levels of equipment on rent and equipment purchasing from customers.

Cost of Revenue - The increase in total cost of revenue for the three and nine months ended September 30, 2023, compared to the same periods in 2022, was largely due to the increase in cost of equipment sales, resulting from an increase in demand for rental equipment purchases by our customers. The increase is also due to higher levels of fleet maintenance due to the mix of rental returns.

Depreciation - Depreciation of our rental fleet remained flat for the three months ended September 30, 2023, compared to the same period in 2022. For the nine months ended September 30, 2023, depreciation of our rental fleet decreased compared to the same period in 2022, primarily due to favorable market demand for used rental equipment.

Gross Profit - The increase in gross profit for the three and nine months ended September 30, 2023, compared to the same periods in 2022, was due to the increase in rental revenues and equipment sales for the period.

Truck and Equipment Sales (TES) Segment


	Three Months Ended
(in $000s)	September 30, 2023		September 30, 2022		$ Change		% Change		June 30, 2023		% Change
Equipment sales	$	230,904	$	173,782	$	57,122	32.9	%	$	251,423	(8.2)	%
Cost of equipment sales	191,084		146,573		44,511		30.4	%	205,464		(7.0)	%
Gross profit	$	39,820	$	27,209	$	12,611	46.3	%	$	45,959	(13.4)	%


	Nine Months Ended September 30,
(in $000s)	2023		2022		$ Change		% Change
Equipment sales	$	691,481	$	522,921	$	168,560	32.2	%


Cost of equipment sales	571,592		444,798		$	126,794	28.5	%

Gross profit	$	119,889	$	78,123	$	41,766	53.5	%

Equipment Sales - Equipment sales increased for the three and nine months ended September 30, 2023, compared to the same periods of 2022, due to the continued supply chain improvements related to the segment's inventory suppliers, which allowed for greater order fulfillments and sustained strong customer demand.

Cost of Equipment Sales - Cost of equipment sales increased for the three and nine months ended September 30, 2023, compared to the same periods of 2022, due to the increase in equipment sales.

Gross Profit - The increase in gross profit for the three and nine months ended September 30, 2023, compared to the same periods of 2022, is reflective of the positive demand and pricing environment for our products.

Aftermarket Parts and Services (APS) Segment


	Three Months Ended
(in $000s)	September 30, 2023		September 30, 2022		$ Change		% Change		June 30, 2023		% Change
Rental revenue	$	3,280	$	3,001	$	279	9.3	%	$	4,337	(24.4)	%
Parts and services revenue	33,065		31,867		1,198		3.8	%	32,544		1.6	%
Total revenue	36,345		34,868		1,477		4.2	%	36,881		(1.5)	%
Cost of revenue	26,203		26,187		16		0.1	%	25,988		0.8	%
Depreciation of rental equipment	817		836		(19)		(2.3)	%	811		0.7	%
Total cost of revenue	27,020		27,023		(3)		—	%	26,799		0.8	%
Gross profit	$	9,325	$	7,845	$	1,480	18.9	%	$	10,082	(7.5)	%


	Nine Months Ended September 30,
(in $000s)	2023		2022		$ Change		% Change
Rental revenue	$	12,121	$	10,531	$	1,590	15.1	%
Parts and services revenue	98,194		93,557		4,637		5.0	%
Total revenue	110,315		104,088		6,227		6.0	%

Cost of revenue	79,178		74,715		4,463		6.0	%
Depreciation of rental equipment	2,446		2,774		(328)		(11.8)	%
Total cost of revenue	81,624		77,489		4,135		5.3	%
Gross profit	$	28,691	$	26,599	$	2,092	7.9	%

Total Revenue - Total revenue increased for the three and nine months ended September 30, 2023, compared to the same periods of 2022. Growth in demand for parts, tools and accessories sales was augmented by increased tools and accessories rentals in the Parts, Tools and Accessories (“PTA”) division.

Cost of Revenue - Cost of revenue increased for the three and nine months ended September 30, 2023, compared to the same periods of 2022, commensurate with the increase in volume of parts sales and rental activity.

Gross Profit - The increase in gross profit for the three and nine months ended September 30, 2023, compared to the same periods in 2022, was primarily volume driven.

Liquidity and Capital Resources

Our principal sources of liquidity include cash generated by operating activities and borrowings under revolving credit facilities as described below. We believe that our liquidity sources and operating cash flows are sufficient to address our operating, debt service and capital requirements, including investments in our rental fleet, over the next 12 months and beyond. As of September 30, 2023, we had $8.8 million in cash and cash equivalents compared to $14.4 million as of December 31, 2022. As of September 30, 2023, we had $492.4 million of outstanding borrowings under our ABL Facility compared to $437.7 million of outstanding borrowing under the ABL Facility as of December 31, 2022.

ABL Facility

As of September 30, 2023, borrowing availability under the ABL Facility was $254.5 million, and outstanding standby letters of credit were $3.1 million. Borrowings under the ABL Facility bear interest at a floating rate, which, at Buyer’s election, could be (a) in the case of U.S. dollar denominated loans, either (i) the SOFR plus an applicable margin or (ii) the base rate plus an applicable margin or (b) in the case of Canadian dollar denominated loans (“CDOR”), the CDOR rate plus an applicable margin. The applicable margin varies based on Average Availability (as defined in the ABL Credit Agreement) from (x) with respect to base rate loans, 0.50% to 1.00% and (y) with respect to SOFR loans and CDOR rate loans, 1.50% to 2.00%. The ability to draw under the ABL Facility or issue letters of credit thereunder is conditioned upon, among other things, delivery of prior written notice of a borrowing or issuance, as applicable, the ability to reaffirm the representations and warranties contained in the ABL Credit Agreement and the absence of any default or event of default under the ABL Facility. The only financial covenant that currently exists under the ABL Facility is the fixed charge coverage ratio. The fixed charge coverage ratio is defined as the ratio of Adjusted EBITDA to fixed charges (as defined in the agreement) and will only apply in the future if specified availability under the ABL Facility falls below 10% of the maximum revolver amount under the ABL Facility. As of September 30, 2023, specified availability under the ABL Facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.

2029 Secured Notes

The Company issued $920.0 million in aggregate principal amount of 5.50% senior secured second lien notes due 2029 (the “2029 Secured Notes”). The 2029 Secured Notes were issued pursuant to an indenture, dated as of April 1, 2021, between the Issuer, Wilmington Trust, National Association, as trustee and the guarantors party thereto (the “Indenture”). The Issuer pays interest on the 2029 Secured Notes semi-annually in arrears on April 15 and October 15 of each year. Unless earlier redeemed, the 2029 Secured Notes will mature on April 15, 2029.

Restrictive Covenants

The Indenture contains covenants that limit the Issuer’s (and certain of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock; (ii) pay dividends, redeem stock or make other distributions; (iii) make other restricted payments or investments; (iv) create liens on assets; (v) transfer or sell assets; (vi) create restrictions on payment of dividends or other amounts by the Issuer to the Issuer’s restricted subsidiaries; (vii) engage in mergers or consolidations; (viii) engage in certain transactions with affiliates; or (ix) designate the Issuer’s subsidiaries as unrestricted subsidiaries.

Events of Default

The Indenture provides for customary events of default, including non-payment, failure to comply with covenants or other agreements in the Indenture and certain events of bankruptcy or insolvency. If an event of default occurs and continues with respect to the 2029 Secured Notes, the trustee or the holders of at least 30% in aggregate principal amount of the outstanding 2029 Secured Notes of such series may declare the entire principal amount of all the 2029 Secured Notes to be due and payable immediately (except, that if such event of default is caused by certain events of bankruptcy or insolvency, the entire principal of the 2029 Secured Notes will become due and payable immediately without further action or notice).

Floor Plan Financing

Daimler Truck Financial

The Company is party to the Wholesale Financing Agreement with Daimler Truck Financial (the “Daimler Facility”) which bears interest at a rate of Prime plus 0.80% after an initial interest free period of up to 150 days. The total borrowing capacity under the Daimler Facility is $175.0 million. As of September 30, 2023 and December 31, 2022, borrowings on the Daimler Facility were $131.6 million and $105.4 million, respectively. The Daimler agreement is evergreen and is subject to termination by either party through written notice.

PACCAR

References to the Prime Rate in the foregoing agreements represent the rate as published in the Wall Street Journal.

PNC Equipment Finance, LLC

The Company has an Inventory Loan, Guaranty and Security Agreement (the “Loan Agreement”) with PNC Equipment Finance, LLC. On August 25, 2023, the Company renewed the Loan Agreement by an additional two years. As of September 30, 2023, the Loan Agreement provides the Company with a $400.0 million revolving credit facility, which matures on August 25, 2025 and bears interest at a three-month term secured overnight financing rate (“SOFR”) plus 3.00%. As of September 30, 2023 and December 31, 2022, borrowings on the Loan Agreement were $396.9 million and $293.5 million, respectively.

Notes Payable

Our notes payable require the Company to pay monthly and quarterly interest payments and have maturities from 2023 through 2026. Notes payable include (i) debt assumed from a past business acquisition related to borrowings for facilities renovations and to support general business activities, (ii) notes payable related to past businesses acquired, and (iii) term loans. The Company consolidated certain notes payable assumed from past business acquisitions into a $23.9 million loan agreement with Security Bank of Kansas City (“SBKC”) that bears interest at a rate of 3.125% per annum, and a $3.5 million loan agreement with SBKC that bears interest at a rate of 3.5% per annum.

2023 Credit Facility

On January 13, 2023, the Company entered into a new credit agreement allowing for borrowings of up to $18.0 million (the “2023 Credit Facility”). Proceeds from the credit agreement were used to finance a portion of the Company’s acquisition of real property from a related party in December 2022. A portion of the loan proceeds has been used to finance improvements to the property. In connection with entering into the agreement, the Company received proceeds of $13.7 million with the ability to draw an additional $4.2 million upon completion of certain construction milestones. Borrowings bear interest at a fixed rate of 5.75% per annum and are required to be repaid monthly in an amount of approximately $0.1 million with a balloon payment due on the maturity date of January 13, 2028. Borrowings are secured by the real property and improvements.

Historical Cash Flows

The following table summarizes our sources and uses of cash:


	Nine Months Ended September 30,
(in $000s)		2023		2022
Net cash flow from operating activities		$	(2,706)	$	4,344
Net cash flow from investing activities		(145,612)		(153,927)
Net cash flow from financing activities		142,557		141,860
Effect of exchange rate changes		194		(2,005)
Net change in cash and cash equivalents		$	(5,567)	$	(9,728)

As of September 30, 2023, we had cash and cash equivalents of $8.8 million, a decrease of $5.6 million from December 31, 2022. Generally, we manage our cash flow by using any excess cash, after considering our working capital and capital expenditure needs, including paying down the outstanding balance under our ABL Facility, and availability under our credit facilities.

Cash Flows from Operating Activities

Net cash used by operating activities was $2.7 million for the nine months ended September 30, 2023, as compared to net cash provided by operating activities of $4.3 million in the same period of 2022. The use of cash in the current period is the result of our increased levels of inventory purchases and production.

Cash Flows from Investing Activities

Net cash used in investing activities was $145.6 million for the nine months ended September 30, 2023, as compared to $153.9 million in the same period of 2022. The decrease in cash used for investing activities is due to the cash paid for acquisition, net of cash

acquired in 2022 of $49.8 million as well as an increase in proceeds from sales and disposals of rental equipment of $42.2 million, partially offset by an increase in purchases for rental and non-rental equipment and cloud computing arrangements of $83.6 million.

Cash Flows from Financing Activities

Net cash provided by financing activities remained flat with $142.6 million for the nine months ended September 30, 2023, as compared to $141.9 million in 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk

We are subject to interest rate market risk in connection with our long-term debt. Our principal interest rate exposure relates to outstanding amounts under our asset-based revolving credit facility and our floor plan financing arrangements. Interest rate changes generally impact the amount of our interest payments and, therefore, our future net income and cash flows, assuming other factors are held constant. As of September 30, 2023, we had $1,084.2 million aggregate principal amount of variable rate debt, consisting of the balance outstanding under floor plan financing and the ABL Facility. Holding other variables constant, each one-eighth percentage point increase or decrease in the applicable interest rates would correspondingly change our interest expense under floor plan financing and the ABL Facility by approximately $1.4 million on an annual basis.

We, from time to time, may manage a portion of our risks from exposures to fluctuations in interest rates as part of our risk management program through the use of derivative financial instruments. The objective of controlling these risks is to limit the impact on earnings and cash flows caused by fluctuations in the interest rates of our variable-rate debt.

Foreign currency exchange rate risk

During the nine months ended September 30, 2023, we generated $38.1 million of revenues denominated in Canadian dollars. Each 100-basis point increase or decrease in the average Canadian dollar to U.S. dollar exchange rate for the year would have correspondingly changed our revenues by approximately $0.5 million on an annual basis. We do not currently hedge our exchange rate exposure.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation with the participation of our Chief Executive Officer and Chief Financial Officer. Based on that assessment, the Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2023, the Company’s disclosure controls and procedures were not effective because of the material weakness in our internal control over financial reporting described below.

Inadequate General Information Technology Controls and Business Process Controls

On April 1, 2021, we completed the acquisition of Custom Truck LP, which resulted in a significant change in the Company’s internal control over financial reporting. We are in the process of completing the integration of policies, processes, people, technology and operations for the combined company. As part of this integration, we identified deficiencies in the design and operating effectiveness of internal controls associated with the control activities component of the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework.

During the fourth quarter ended December 31, 2021, we identified control deficiencies related to overall information technology general controls (“ITGCs”) for both user access and program change-management for systems supporting all of the Company’s internal control processes and controls, controls over the completeness and accuracy of information used in business process controls and management review controls. Our business process controls (automated and manual) and management review controls were also deemed ineffective because they are adversely impacted by ineffective ITGCs. These control deficiencies could result in misstatements potentially impacting all financial statement accounts and disclosures that may not be prevented or detected.

Accordingly, these deficiencies constitute a material weakness. The material weakness did not result in any identified misstatements to our consolidated financial statements, and there were no changes to previously released financial results.

(b) Remediation of the Material Weakness in Internal Control Over Financial Reporting

The Company is in the process of implementing changes associated with the design, implementation, and monitoring ITGCs in the areas of user access and program change-management for systems supporting all of the Company’s internal control processes to ensure that internal controls are designed and operating effectively. A significant portion of our remediation plan to address the control deficiencies encompassed implementation of our new enterprise resource planning (“ERP”) system, which was completed in the second quarter of 2022. The new ERP system allows us to address segregation of duties by establishing user roles specific to the nature of each job function. We are also establishing controls to ensure appropriate authorization of new user access requests, including performance of routine reviews of user access, and controls over program-change management. Additionally, we are in the process of enhancing relevant process level controls that are relevant to the preparation of consolidated financial statements and, accordingly, efforts to remediate the ITGC deficiencies were continuing through the nine months ended September 30, 2023. The material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Other than the ongoing remediation plans described above, there were no changes to our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We may, at any given time, be named as a defendant in certain lawsuits, investigations and claims arising in the ordinary course of business. While the outcome of these potential lawsuits, investigations and claims cannot be predicted with certainty, we do not expect these matters to have a material adverse impact on our business, results of operations, cash flows or financial condition. In the opinion of management, there are no pending litigations, disputes or claims against the Company that, if decided adversely, would have a material adverse effect on its consolidated financial condition, cash flows or results of operations.

Item 1A. Risk Factors

No material changes occurred to the indicated risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On August 2, 2022, our Board of Directors authorized a stock repurchase program for up to $30 million of the Company’s common stock. As the Company exhausted this program during the quarter, on September 14, 2023, the Board of Directors approved a stock repurchase program that authorizes additional repurchases of up to $25 million of shares of the Company’s common stock. The authorization does not have an expiration date. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs.

The following table contains information regarding our purchases of our common stock during the three months ended September 30, 2023:


ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in $000s)



July 1, 2023 - July 31, 2023	—	$	—	—	$	15,189
August 1, 2023 - August 31, 2023	159,686	$	6.46	159,686	$	14,157
September 1, 2023 - September 30, 2023	2,317,187	$	6.38	2,306,923	$	24,436
Total	2,476,873	$	6.39	2,466,609

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.

Description

10.1+

Employment Agreement, dated August 2, 2023, by and between Paul M. Jolas and Custom Truck One Source, Inc.

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+Management contract or compensatory plan.

* Furnished herewith.

SIGNATURES

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 thereunto duly authorized.




		CUSTOM TRUCK ONE SOURCE, INC. (Registrant)

Date:	November 7, 2023	/s/ Ryan McMonagle
		Ryan McMonagle, Chief Executive Officer

Date:	November 7, 2023	/s/ Christopher J. Eperjesy
		Christopher J. Eperjesy, Chief Financial Officer

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2023 and effective as of July 31, 2023 (the “Effective Date”), by and between Custom Truck One Source, Inc. (the “Company”), and Paul M. Jolas (“Executive”).

W I T N E S S E T H:

WHEREAS, Executive wishes to be employed by the Company and the Company wishes to employ Executive under the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1.Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth on Appendix 1, attached hereto.

Section 2.Acceptance and Term of Employment.

The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The Initial Term of Employment shall commence effective as of the Effective Date and continue until the fifth (5th) anniversary of the Effective Date, unless earlier terminated as provided in Section 8 hereof; provided that after the Initial Term of Employment and any subsequent extension thereof, the Term of Employment shall automatically be extended for successive one-year periods, provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such anniversary date.

Section 3.Position, Duties, and Responsibilities; Place of Performance.

(a)Position, Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as Executive Vice President, General Counsel and Secretary of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties and responsibilities commensurate with such title, which may include managing the day-to-day business activities of the Company (subject to operating guidelines and budgets established by the Board from time to time). Executive also agrees to serve as an officer and/or director of any other member of the Company Group, in each case without additional compensation.

(b)Performance. Executive shall devote Executive’s full business time, attention, skill, and reasonable best efforts to the performance of Executive’s duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company or any member of the Company Group, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests; provided that the Board may, in its sole discretion, provide written consent to Executive so that Executive may devote a portion of Executive’s business time, attention and skill to other activities that may be restricted by the terms of clauses (x) - (z) after discussion between Executive and the Board. Without limiting the foregoing, Executive shall not, without the prior written consent of the Board, (i) serve as a member of the board of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any business or charitable organization, or (ii) engage in charitable activities, community affairs or management of personal

investments/affairs, to the extent that such activities may require significant time commitments that could interfere with the performance of Executive’s duties for the Company or any member of the Company Group.

(c)Principal Place of Employment. Executive’s principal place of employment shall be at the Company’s office in Fort Worth, Texas, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons.

Section 4.Compensation.

During the Term of Employment, Executive shall be entitled to the following compensation:

(a)Base Salary. Executive shall be provided annualized base salary, payable in accordance with the regular payroll practices of the Company, of $430,000, with upward adjustments, if any, as may be approved in writing by the Board (the “Base Salary”). The Base Salary shall be reviewed annually by the Board or Compensation Committee and may be increased from time to time by the Board or Compensation Committee in its sole discretion.

(b)Annual Cash Bonus. In addition to Base Salary, Executive shall be eligible to earn, for each fiscal year of the Company ending during the Term of Employment, a discretionary cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or program applicable to senior executives. Executive’s target Annual Bonus shall be set at 65% of the Base Salary actually paid for such year (the “Target Bonus”). The actual amount of any Annual Bonus shall be determined by reference to the attainment of Company performance metrics and/or individual performance objectives, in each case, as determined by the Board or Compensation Committee, may be greater or less than the Target Bonus (or zero) and may be prorated to reflect any partial bonus year ending during the Term of Employment. Notwithstanding the foregoing, the Annual Bonus paid for 2023 will be prorated based on the portion of the year Executive is employed. Except as otherwise set forth herein in the event of termination by the Company without Cause, termination by Executive with Good Reason or termination due to notice of non-renewal by the Company, payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be contingent upon Executive’s continued employment through the applicable payment date, which shall occur on the date on which annual bonuses are paid generally to the Company’s other senior executives.

(c)Equity Grants. Executive shall be eligible to receive awards under the Company’s Amended and Restated 2019 Omnibus Incentive Plan (as amended and including any successor plan, the “Plan”) as determined by the Board or Compensation Committee. Subject to approval by the Board or Compensation Committee, Executive will receive an initial grant of awards under the Plan following the Effective Date covering a total of 270,000 Company shares (the “Initial Awards”). The Initial Awards are expected to be comprised as follows: (i) 50% in the form of restricted stock units subject to time-based vesting and (ii) 50% in the form of restricted stock units subject to performance-based vesting, subject to Executive’s continued employment through the applicable vesting date and as determined by the Board or Compensation Committee. In addition, subject to approval by the Board or Compensation Committee, Executive will receive annual awards under the Plan for each year beginning in 2025 with a total target value (as determined by the Board or Compensation Committee) equal to 160% of Executive’s Base Salary. Awards under the Plan shall be subject to the terms and conditions of the Plan and any award agreement(s) evidencing such grant(s).

(d)Car Allowance. During the Term of Employment, Executive shall be provided with a car allowance of $1,200 per month, payable in accordance with the regular payroll practices of the Company.

Section 5.Employee Benefits.

During the Term of Employment, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company and the Company Group, subject to the terms of the applicable plans and programs. Executive shall also be entitled to the same number of holidays, vacation days, and sick days, as well as any other benefits, in each case as are generally allowed to similarly situated employees of the Company and the Company Group in accordance with the Company policy as in effect from time to time; provided that Executive shall accrue vacation at a rate of not less than 20 days per full calendar year of employment. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Executive notice, and the right to do so is expressly reserved.

Section 6.Key-Man Insurance.

At any time during the Term of Employment, the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents.

Section 7.Reimbursement of Business Expenses.

Executive is authorized to incur reasonable business expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse Executive for all such reasonable business expenses, subject to documentation in accordance with the Company’s policy, as in effect from time to time.

Section 8.Termination of Employment.

(a)General. The Term of Employment shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, (iv) a termination by Executive with or without Good Reason, and (v) non-renewal of the Term of Employment. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committee memberships, offices and any other positions Executive holds with the Company or any other member of the Company Group. Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive on the schedule set forth in this Section 8 as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate “separation from service.”

(b)Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled to:

(i)The Accrued Obligations; and

(ii)To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(b)(ii) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(b) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company.

Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s death or Disability, would otherwise remain in the Term of Employment.

(c)Termination by the Company for Cause.

(i)The Company may terminate Executive’s employment at any time for Cause, effective upon Executive’s receipt of written notice of such termination; provided, however, that with respect to any Cause termination relying on clause (ii) or (vi) of the definition of Cause, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not less than ten (10) days’ written notice by the Board of the Company’s intention to terminate him for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, and such termination shall be effective at the expiration of such ten (10) day notice period unless Executive has fully cured such act or acts or failure or failures to act that give rise to Cause during such period.

(ii)In the event that the Company terminates Executive’s employment for Cause, Executive shall be entitled only to the Accrued Obligations. Following such termination of Executive’s employment for Cause, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d)Termination by the Company without Cause. The Company may terminate Executive’s employment at any time during the Term of Employment without Cause, effective upon Executive’s receipt of written notice of such termination or such other date as is specified in such notice. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) during the Term of Employment, Executive shall be entitled to:

(i)The Accrued Obligations;

(ii)One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term;

(iii)Any prior year’s earned but unpaid Annual Bonus (with any requirement for employment on the date of payment waived) (a “Prior Year Bonus”);

(iv)An amount equal to the product of (x) the Annual Bonus Executive would have earned for the year of termination if Executive had remained employed, as determined by the Board or Compensation Committee in a manner materially consistent (except with respect to the requirement of continued employment) as is used generally to determine the annual bonuses of actively employed senior executive employees of the Company for such year, multiplied by (y) a fraction, the numerator of which is the number of days during such fiscal year to which such Annual Bonus relates and that Executive was employed by the Company and the denominator of which is 365, which amount will be paid at the same time as annual bonuses for such year are paid to actively employed senior executives of the Company generally, but in no event later than December 31 of the year following the year of termination (the “Prorated Bonus”); and

(v)To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(d)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(d) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company.

Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination by the Company without Cause, would

otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

(e)Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to:

(i)The Accrued Obligations;

(iii)Any Prior Year Bonus;

(iv)The Prorated Bonus; and

(v)To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company.

Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

(f)Termination by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by Executive under this Section 8(f), Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s employment by Executive without Good Reason, except as set forth in this Section 8(f), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(g)Termination due to Non-Renewal of the Term of Employment. In the event that Executive terminates this Agreement by a notice of non-renewal of the Term of Employment as set forth in Section 2 hereof, Executive shall be entitled only to the Accrued Obligations. In the event that the Company terminates this Agreement by a notice of non-renewal of the Term of Employment as set forth in Section 2 hereof, Executive shall be entitled to the same payments and benefits Executive is entitled to under this Agreement in the event of a termination of Employment by the Company without Cause as specified above in Section 8(d). Following such termination of Executive’s employment due to non-renewal of the Term of Employment, except as set forth in this Section 8(g), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(h)Release. Notwithstanding any provision herein to the contrary, the provision of any payment or benefit pursuant to subsection (b), (d), (e) or (g) of this Section 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution (or execution by Executive’s estate), delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive (or Executive’s estate) fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein.

Section 9.Non-Interference Agreement.

As a condition of, and prior to commencement of, Executive’s employment with the Company, Executive shall have executed and delivered to the Company the Non-Interference Agreement.

Section 10.Representations and Warranties of Executive.

Executive represents and warrants to the Company that—

(a)Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound;

(b)Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and

(c)in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

Section 11.Compliance with Anti-Corruption, Anti-Money Laundering and Economic Sanctions Laws and Regulations.

(a)In performing services under the Agreement, Executive will comply with all Company policies, and all applicable laws and regulations.

(b)At all times: (i) Executive will perform the services under this Agreement in strict and absolute compliance with applicable securities laws and other applicable legal and regulatory requirements, in each case in any jurisdiction in which Executive engages in any activity contemplated by this Agreement, and (ii) without limiting the generality of the foregoing, in connection with the performance of the services under this Agreement, Executive will engage in no act or practice that would, directly or indirectly, contravene the United States Foreign Corrupt Practices Act or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the UK Bribery Act 2010, any sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department, or any similar statute applicable in any jurisdiction in which Executive engages in any activity, that prohibits bribery, money laundering or payments to public officials, including, without limitation, any policies of any governmental or quasi-governmental agency implementing or enforcing the foregoing.

(c)Executive represents, warrants and agrees that Executive has not paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value and Executive will not pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value to (i) any government official (including, without limitation, all officers or employees of a government department, agency, or instrumentality, candidates for political office, officials of public international organizations, and employees or affiliates of state-owned or controlled enterprises), (ii) any other person either for an advance or reimbursement if you know or have reason to know that any part of the payment or item of value has been or will be given to any government official, or (iii) any other person or entity, in order to assist Executive or Company in obtaining or retaining business.

Section 12.Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement.

Section 13.Set Off; Mitigation.

The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that to the

extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive shall not be required to mitigate the amount of any payment provided pursuant to this Agreement by seeking other employment or otherwise, and except as provided in Section 8(d)(v) or Section 8(e)(v) hereof, the amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation or benefit earned as a result of Executive’s other employment or otherwise.

Section 14.Additional Section 409A Provisions.

Notwithstanding any provision in this Agreement to the contrary—

(a)Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first (1st) business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(b)Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

(c)To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(d)While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 15.Successors and Assigns; No Third-Party Beneficiaries.

(a)The Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member of the Company Group, or its or their respective successors) without Executive’s prior written consent (which shall not be unreasonably withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the assets

of the Company, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets without Executive’s consent.

(b)Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

(c)No Third-Party Beneficiaries. Except as otherwise set forth in Section 8(b) or Section 15(b) hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

Section 16.Waiver and Amendments.

Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

Section 17.Severability.

If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.

Section 18.Governing Law; Waiver of Jury Trial.

THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Section 19.Arbitration.

Unless otherwise prohibited by law or specified below, all disputes, claims and causes of action, in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation shall be resolved solely and exclusively by final and binding arbitration held in Dallas, Texas, before a single, mutually-agreed neutral arbitrator, through JAMS under the then existing JAMS arbitration rules. The rules may be found online at www.jamsadr.com or upon written request to the Company. This paragraph is intended to be the exclusive method for resolving any and all claims by the parties against each other relating to Executive’s employment; provided that Executive will retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority (provided that any appeal from an

award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Section 19); and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission (or any similar agency in any applicable jurisdiction) (provided, that, except as otherwise provided by law, Executive will not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits). Further, nothing in this Section 19 is intended to prevent either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. In resolving any matter submitted to arbitration, the arbitrator will strictly follow the substantive law applicable to the dispute, claim or controversy and the arbitrator’s authority and jurisdiction will be limited to determining the dispute in conformity with applicable law as to liability, damages and remedies, to the same extent as if the dispute was determined by a court without a jury. The arbitrator will issue a written decision that contains the essential findings of fact and conclusions of law on which the decision is based, which may be entered as a judgment in any court of competent jurisdiction. The Company shall pay all costs of arbitration, including without limitation, arbitration administrative fees, arbitrator compensation and expenses, and costs of any witnesses called by the arbitrator. Unless otherwise ordered by the arbitrator under applicable law, each party shall each bear its or his or her own expenses, such as attorneys’ fees, costs and disbursements; provided, however, the Company and Executive agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party. Each party warrants that it has had the opportunity to be represented by counsel in the negotiation and execution of this Agreement, including the attorneys’ fees provision herein.

Section 20.Notices.

(a)Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered or sent by facsimile or email transmission to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered or sent by facsimile or email transmission to the other party as herein provided; provided, that unless and until some other address is so designated, all notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.

(b)Date of Delivery. Any notice so addressed shall be deemed to be given (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first (1st) business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third (3rd) business day after the date of such mailing, and (iv) if sent by facsimile or email transmission upon acknowledgment of receipt of electronic transmission.

Section 21.Potential Reductions.

(a)Best Net 280G. Notwithstanding any other provisions in this Agreement or any other agreement, in the event that any payment or benefit received or to be received by Executive (including, without limitation, any payment or benefit received in connection with a Change in Control (as defined in the Plan) or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program,

arrangement or agreement, the Company will reduce Executive’s payments and/or benefits under this Agreement, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero), in the following order: (i) any cash severance amount, as described in Sections 8(d)(ii) and (iii) and 8(e)(ii) and (iii); (ii) any acceleration of outstanding equity compensation, as described in the applicable equity grant award agreement; (iii) any benefits described in Sections 8(d)(v) and 8(e)(v), and (iv) any other payment or benefits (the payments and benefits set forth in clauses (i) through (iv) of this Section 21(a), together, the “Potential Payments”); provided, however, that the Potential Payments shall only be reduced if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(b)Calculations. All determinations required to be made under this Section 21, including whether an Excise Tax would otherwise be imposed, whether the Total Payments shall be reduced, the amount of any such reduction and the assumptions to be utilized in arriving at such determinations not expressly provided for herein, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Executive as promptly as reasonably practicable following the receipt of notice from the Company that a payment is due to be made hereunder, or such earlier time as is reasonably requested by Executive. All reasonable fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and Executive, absent manifest error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that payments which Executive was entitled to, but did not receive as a result of application of Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”) or that Executive may have received payments Executive was not entitled to as a result of application of Section 21 (“Overpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment or Overpayment that has occurred and any such Overpayment shall be promptly paid by Executive to the Company and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist.

(c)Limited Application. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 21 shall not of itself limit or otherwise affect any other rights of Executive under this Agreement.

Section 22.Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 23.Entire Agreement.

This Agreement, together with any exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Executive. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties relating to the subject matter of this Agreement.

Section 24.Survival of Operative Sections.

Upon any termination of Executive’s employment, the provisions of Section 8 through Section 24 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

Section 25.Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

* * *

[Signatures to appear on the following page.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

Custom Truck One Source, Inc.

By: /s/ Ryan McMonagle

Name: Ryan McMonagle

Title: Chief Executive Officer

[Signature Page to Employment Agreement]

/s/ Paul M. Jolas
Paul M. Jolas

[Signature Page to Employment Agreement]

APPENDIX 1
Definitions

(a)“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary and vacation pay through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein, and (iv) rights with respect to equity of the Company, including any equity awards to be granted in accordance Section 4(c) hereof, subject to, and in accordance with, the terms and conditions of the Plan and any related award agreement.

(b)“Agreement” shall have the meaning set forth in the preamble hereto.

(c)“Annual Bonus” shall have the meaning set forth in Section 4(b) hereof.

(d)“Base Salary” shall have the meaning set forth in Section 4(a) hereof.

(e)“Board” shall mean the Board of Directors of the Company.

(f)“Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder, (ii) willful failure or refusal by Executive to perform in any material respect his duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Executive, or at his direction, (v) Executive’s conviction of, or the plea of guilty or nolo contendere or the equivalent in respect to, any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit, or fraud, (vi) Executive’s material breach of a material provision of this Agreement, (vii) Executive’s breach of the Non-Interference Agreement, or (viii) Executive’s breach of any representation, warranty, covenant or other provision of Section 11(b) and (c) hereof.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(h)“Company” shall have the meaning set forth in the preamble hereto.

(i)“Company Group” shall mean, collectively, the Company and its subsidiaries and affiliates.

(j)“Compensation Committee” shall mean the Compensation Committee of the Board.

(k)“Delay Period” shall have the meaning set forth in Section 14 hereof.

(l)“Determination Firm” shall have the meaning set forth in Section 21(b) hereof.

(m)“Disability” shall mean any physical or mental disability or infirmity of Executive that prevents, or, in the good faith determination of the Company, would be reasonably likely to prevent, the performance of Executive’s duties for a period of (i) one hundred eighty (180) consecutive days or (ii) two hundred seventy (270) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive

(which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

(n)“Effective Date” shall have the meaning set forth in the preamble hereto.

(o)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(p)“Excise Tax” shall have the meaning set forth in Section 21(a) hereof.

(q)“Executive” shall have the meaning set forth in the preamble hereto.

(r)“Good Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s title, duties, or responsibilities as set forth in Section 3 hereof, (ii) a material reduction in Base Salary or Target Bonus set forth in Sections 4(a) and 4(b) hereof (other than with respect to a material reduction in base salaries or annual cash incentive opportunity which occurs in connection with an across-the-board reduction for all senior executives of the Company), (iii) the relocation of Executive’s principal place of employment (as provided in Section 3(c) hereof) more than thirty-five (35) miles from its current location, or (iv) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii), or (iii) above). Executive acknowledges and agrees that Executive’s exclusive remedy in the event of any breach of this Agreement shall be to assert Good Reason pursuant to the terms and conditions of Section 8(e) hereof. Notwithstanding the foregoing, during the Term of Employment, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder, and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.

(s)“Initial Awards” shall have the meaning set forth in Section 4(c) hereof.

(t)“Initial Term of Employment” shall mean the period specified in Section 2 hereof.

(u)“JAMS” shall mean Judicial Arbitration & Mediation Services/Endispute.

(v)“Non-Interference Agreement” shall mean the Confidentiality, Non-Interference, and Invention Assignment Agreement attached hereto as Exhibit A.

(w)“Overpayment” shall have the meaning set forth in Section 21(b) hereof.

(x)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or noncharitable), unincorporated organization, or other form of business entity.

(y)“Plan” shall have the meaning set forth in Section 4(c) hereof.

(z)“Potential Payments” shall have the meaning set forth in Section 21(a) hereof.

(aa)“Prior Year Bonus” shall have the meaning set forth in Section 8(d)(ii) hereof.

(ab)“Prorated Bonus” shall have the meaning set forth in Section 8(d)(iii) hereof.

(ac)“Release of Claims” shall mean a general release of claims in favor of the Company Group delivered to Executive in connection with Executive’s termination of employment substantially in the form attached as Exhibit B hereto.

(ad)“Severance Benefits” shall have the meaning set forth in Section 8(h) hereof.

(ae)“Severance Term” shall mean the twelve (12) month period following Executive’s termination of employment.

(af)“Target Bonus” shall have the meaning set forth in Section 4(b) hereof.

(ag)“Term of Employment” shall mean the Initial Term of Employment and any extensions thereof in accordance with Section 2 hereof.

(ah)“Total Payments” shall have the meaning set forth in Section 21(a) hereof.

(ai)“Underpayment” shall have the meaning set forth in Section 21(b) hereof.

EXHIBIT A

CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT

This Confidentiality, Non-Interference, and Invention Assignment Agreement (the “Non-Interference Agreement”) is made and entered into as of August 2, 2023 and effective as of July 31, 2023 (the “Effective Date”), by and among Custom Truck One Source, Inc. (the “Company”), and me, as a condition of my Employment Agreement (the “Employment Agreement”), dated even herewith, with the Company. In consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, and the provision of services to the Company and its direct and indirect subsidiaries and affiliates (collectively, the “Company Group”), I agree to the terms and conditions of this Non-Interference Agreement, which shall be effective as of the Effective Date.

Section 1. Non-Disclosure of Confidential Information.

(a)Company Group Information. I acknowledge that, during the course of my employment with the Company, I will have access to information about the Company Group and that my employment with the Company shall bring me into close contact with confidential and proprietary information of the Company Group. In recognition of the foregoing, I agree, at all times during the term of my employment with the Company and at all times thereafter, to hold in confidence, and not to use, except for the benefit of the Company and the Company Group, or to disclose to any person, firm, corporation, or other entity without written authorization of the Company, any Confidential Information that I obtain or create. I further agree not to make copies of such Confidential Information except as authorized by the Company. I understand that “Confidential Information” means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company Group wishes to maintain as confidential. I understand that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the technical data, trade secrets, or know-how of the Company Group, including, but not limited to, research, product plans, or other information regarding the products or services and markets of the Company Group, customer lists, and customers (including, but not limited to, customers of the Company Group on whom I called or with whom I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, and other business information disclosed by the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other property of the Company Group. Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by, any governmental or judicial authority; provided, however, that in such event I will give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Non-Interference Agreement.

(b)Former Employer Information. I represent that my performance of all of any duties, responsibilities, and activities of employment, and my service as an employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will not disclose to the Company, or induce the Company to use, any developments, or confidential or proprietary information or

material I may have obtained in connection with employment with any prior employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer.

Section 2. Developments.

(a)Developments Retained and Licensed. I have attached hereto, as Schedule A, a list describing with particularity all developments, original works of authorship, developments, improvements, and trade secrets that were created or owned by me prior to the commencement of my employment (collectively referred to as “Prior Developments”), that belong solely to me or belong to me jointly with another, that relate in any way to any of the proposed businesses, products, or research and development of the Company Group, and that are not assigned to the Company hereunder, or if no such list is attached, I represent that there are no such Prior Developments. If, during any period during which I perform or performed services for the Company or the Company Group both before or after the date hereof (the “Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or in any other capacity, I incorporate (or have incorporated) into a Company Group product or process a Prior Development owned by me or in which I have an interest, I hereby grant the Company Group, and the Company Group shall have, a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell, and otherwise distribute such Prior Development as part of or in connection with such product or process.

(b)Assignment of Developments. I agree that I will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company Group, all developments, original works of authorship, inventions, concepts, know-how, improvements, trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which I may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the Assignment Period, whether or not during regular working hours, provided they either (i) relate at the time of conception or reduction to practice of the invention to the business of the Company Group, or actual or demonstrably anticipated research or development of the Company Group; (ii) result from or relate to any work performed for the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of the Company Group, or any Confidential Information, or in consultation with personnel of the Company Group (collectively referred to as “Developments”). I further acknowledge that all Developments made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” (to the greatest extent permitted by applicable law) for which I am, in part, compensated by my salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work made for hire, I hereby assign to the Company Group, or its designee, all my right, title, and interest throughout the world in and to any such Development.

(c)Maintenance of Records. I agree to keep and maintain adequate and current written records of all Developments made by me (solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, or any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy, which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the business of the Company Group.

(d)Intellectual Property Rights. I agree to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the Company Group in the Developments and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, moral rights, and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company Group as provided above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company Group any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company Group.

Section 3. Returning Company Group Documents.

I agree that, at the time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not keep in my possession, recreate, or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property developed by me pursuant to my employment or otherwise belonging to the Company Group. I agree further that any property situated on the Company’s premises and owned by the Company, including storage media, filing cabinets, and other work areas, is subject to inspection by personnel of the Company at any time with or without notice.

Section 4. Disclosure of Agreement.

As long as it remains in effect, I will disclose the existence of this Non-Interference Agreement to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an employment, partnership, or other business relationship with such person or entity.

Section 5. Restrictions on Interfering.

(a)Non-Competition. During the period of my employment with the Company (the “Employment Period”) and the Post-Termination Restricted Period, I shall not, directly or indirectly, individually or on behalf of any person, company, enterprise, or entity, or as a sole proprietor, partner, stockholder, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive Activities within any jurisdiction, including the United States, Canada and Mexico, in which the Company Group engages in business, derives a material portion of its revenues or has demonstrable plans to commence

business activities, or participate in or make any investment in any investment which has been consummated or is being pursued or contemplated by the Company Group.

(b)Non-Interference. During the Employment Period and the Post-Termination Restricted Period, I shall not, directly or indirectly for my own account or for the account of any other individual or entity, engage in Interfering Activities.

(c)Definitions. For purposes of this agreement:

(i)“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business relation of the Company Group, or any such relation that was a client, customer, licensee or other business relation within the prior twelve (12) month period, in each case, with whom I transacted business or whose identity became known to me in connection with my relationship with the Company Group, or employment by the Company.

(ii)“Competitive Activities” shall mean (A) engaging in, controlling, advising, managing, serving as a director, officer or employee of, acting as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business that conducts activities competitive with, or similar to, the business of the Company or the Company Group or (B) investing in or owning any interest publicly or privately in any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the business of the Company and the Company Group. Competitive Activities shall not include (A) any activities taken by me at the direction of, or otherwise on behalf of, the Company or any of its subsidiaries or affiliates as an employee, consultant or other Person performing similar responsibilities, or (B) the ownership by me or my affiliates or immediate family of capital stock or other equity interests of any Person whose securities are listed on a national securities exchange so long as (1) such Person, together with its affiliates, and any member of a group in which such Person or any of its affiliates is a party, do not own more than 1% of the outstanding voting power of such Person and (2) such capital stock or other equity interests of such Person are held solely as a passive investment.

(iii)“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, the Company Group to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring any individual who was employed by the Company Group within the six (6) month period prior to the date of such hiring; or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with the relationship between any such Business Relation and the Company Group.

(iv)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(v)“Post-Termination Restricted Period” shall mean the period commencing on the date of the termination of the Employment Period for any reason and ending on the twelve (12) month anniversary of such date of termination.

(d)Mutual Non-Disparagement. Each of myself and the Company (regarding official statements of its directors and officers) agrees and covenants that during the Employment Period, and at all times thereafter, it will not make any disparaging or defamatory comments

regarding the other party, including, with respect to the Company Group, their current or former directors, officers, members, partners or employees in any respect, or make any comments concerning any aspect of my relationship with the Company Group or any conduct or events which precipitated any termination of my employment from the Company. However, neither party’s obligations under this Section 5(d) shall apply to disclosures required by applicable law, regulation, or order of a court or governmental agency or to enforce the terms of this Agreement.

Section 6. Reasonableness of Restrictions.

I acknowledge and recognize the highly competitive nature of the Company’s business, that access to Confidential Information renders me special and unique within the Company’s and Company’s industry, and that I will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of my employment with the Company. In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Non-Interference Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company Group. I further acknowledge that the restrictions and limitations set forth in this agreement will not materially interfere with my ability to earn a living following the termination of my employment with the Company and that my ability to earn a livelihood without violating such restrictions is a material condition to my employment with the Company.

Section 7. Whistleblower Protections and Trade Secrets.

Nothing in this Non-Interference Agreement shall prevent me from (a) communicating directly with, cooperating with, or providing information to, or receiving financial awards from, any federal, state or local government agency, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission, or the U.S. National Labor Relations Board, without notifying or seeking permission from the Company, (b) exercising any rights I may have under Section 7 of the U.S. National Labor Relations Act or (c) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that I have reason to believe is unlawful. Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Non-Interference Agreement: (i) I shall not be in breach of this Non-Interference Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (A) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (B) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I may disclose the trade secret to my attorney, and may use the trade secret information in the court proceeding, if I file any document containing the trade secret under seal, and do not disclose the trade secret, except pursuant to court order.

Section 8. Independence; Severability; Blue Pencil.

Each of the rights enumerated in this Non-Interference Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company or other members of the Company Group at law or in equity. If any of the provisions of this agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Non-

Interference Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

Section 9. Injunctive Relief.

I expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in this Non-Interference Agreement may result in substantial, continuing, and irreparable injury to the Company. Therefore, I hereby agree that, in addition to any other remedy that may be available to the Company, the Company shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Non-Interference Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach. Notwithstanding any other provision to the contrary, I acknowledge and agree that the Post-Termination Restricted Period shall be tolled during any period of violation of any of the covenants in Section 5 hereof and during any other period required for litigation during which the Company seeks to enforce such covenants against me if it is ultimately determined that I was in breach of such covenants.

Section 10. Cooperation.

I agree that, for a period of two (2) years following any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during my employment in which I was involved or of which I have knowledge. As a condition of such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance with this Section 10 and shall pay me a daily consulting fee of $125 per hour. I also agree that, in the event I am subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise), that in any way relates to my employment by the Company, I will give prompt notice of such request to the Company and, to the extent permitted by applicable law, will make no disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

Section 11. General Provisions.

(a)Governing Law; Waiver of Jury Trial. THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS NON-INTERFERENCE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. BY EXECUTION OF THIS NON-INTERFERENCE AGREEMENT, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS NON-INTERFERENCE AGREEMENT.

(b)Entire Agreement. This Non-Interference Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Non-Interference Agreement, nor any waiver of any rights under this Non-Interference Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or

changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Non-Interference Agreement.

(c)No Right of Continued Employment. I acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued employment by the Company, and the right of the Company to terminate my employment at any time and for any reason, with or without Cause (as defined in the Employment Agreement), is specifically reserved.

(d)Successors and Assigns. This Non-Interference Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company and its successors and assigns. I expressly acknowledge and agree that this Non-Interference Agreement may be assigned without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the assets of the Company.

(e)Survival. The provisions of this Non-Interference Agreement shall survive the termination of my employment with the Company and/or the assignment of this Non-Interference Agreement by the Company to any successor in interest or other assignee.

* * *

IN WITNESS WHEREOF, the undersigned have executed this Confidentiality, Non-Interference, and Invention Assignment Agreement as of the date first above written.

Custom Truck One Source, Inc.

By: /s/ Ryan McMonagle

Name: Ryan McMonagle

Title: Chief Executive Officer

[Signature Page to Confidentiality, Non-Interference, and Invention Assignment Agreement]

/s/ Paul M. Jolas
Paul M. Jolas

[Signature Page to Confidentiality, Non-Interference, and Invention Assignment Agreement]

EXHIBIT B

GENERAL RELEASE

I, Paul M. Jolas, in consideration of and subject to the performance by Custom Truck One Source, Inc. (together with its subsidiaries and affiliates, the “Company”), of its obligations under the Employment Agreement dated as of August 2, 2023 and effective as of July 31, 2023 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and all present, former and future managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that, other than with respect to any Accrued Obligations, any payments or benefits paid or granted to me under Section 8 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 8 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties arising out of or connected with my employment with, or my separation or termination of employment from, the Company which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Obligations or any Severance Benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (iii) my rights as an equity or security holder in the Company or its affiliates.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity. Furthermore, nothing in this General Release prohibits me from (i) communicating directly with, cooperating with, or providing information to, or receiving financial awards from, any federal, state or local government agency, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission, or the U.S. National Labor Relations Board, without notifying or seeking permission from the Company, (ii) exercising any rights I may have under Section 7 of the U.S.

National Labor Relations Act, or (iii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that I have reason to believe is unlawful.

10. I hereby acknowledge that Sections 8 through 24 of the Agreement shall survive my execution of this General Release.

11. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

13. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1.I HAVE READ IT CAREFULLY;

2.I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3.I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4.I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5.I HAVE HAD AT LEAST [TWENTY-ONE (21)][FORTY-FIVE (45)] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [TWENTY-ONE (21)][FORTY-FIVE (45)]-DAY PERIOD;

6.I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS

RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7.I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8.I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED: DATED:

SCHEDULE A

LIST OF PRIOR DEVELOPMENTS AND ORIGINAL WORKS OF AUTHORSHIP
EXCLUDED FROM SECTION 2


Title	Date	Identifying Number or Brief Description

_____ No Developments or improvements

_____ Additional Sheets Attached

Signature of Executive:

Print Name of Executive:

Date: ________

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ryan McMonagle, certify that:



1			I have reviewed this Quarterly Report on Form 10-Q of Custom Truck One Source, Inc. for the quarterly period ended September 30, 2023;



2			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a.			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b.			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c.			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d.			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5			The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):



a.			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



b.			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Date:	November 7, 2023	/s/ Ryan McMonagle
		Ryan McMonagle
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher J. Eperjesy, certify that:



1			I have reviewed this Quarterly Report on Form 10-Q of Custom Truck One Source, Inc. for the quarterly period ended September 30, 2023;



2			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a.			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b.			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c.			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d.			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5			The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):



a.			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



b.			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Date:	November 7, 2023	/s/ Christopher J. Eperjesy
		Christopher J. Eperjesy
		Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Custom Truck One Source, Inc. (the “Company”) for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





November 7, 2023			/s/ Ryan McMonagle
			Ryan McMonagle
			Chief Executive Officer


November 7, 2023			/s/ Christopher J. Eperjesy
			Christopher J. Eperjesy
			Chief Financial Officer

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 03, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-38186
Entity Registrant Name	CUSTOM TRUCK ONE SOURCE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2531628
Entity Address, Address Line One	7701 Independence Ave
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		242,880,347
Entity Central Index Key	0001709682
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock, $0.0001 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	CTOS
Security Exchange Name	NYSE
Redeemable warrants, exercisable for Common Stock, $0.0001 par value per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for Common Stock, $0.0001 par value per share
Trading Symbol	CTOS.WS
Security Exchange Name	NYSE

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Total revenue	$ 434,353	$ 357,780	$ 1,343,346	$ 1,086,362
Cost of Revenue
Depreciation of rental equipment	42,469	42,612	126,415	130,900
Total cost of revenue	327,197	269,608	1,015,910	830,939
Gross Profit	107,156	88,172	327,436	255,423
Operating Expenses
Selling, general and administrative expenses	56,955	49,835	171,974	152,269
Amortization	6,698	6,794	19,976	27,000
Non-rental depreciation	2,602	1,938	7,973	7,302
Transaction expenses and other	2,890	6,498	10,039	17,192
Total operating expenses	69,145	65,065	209,962	203,763
Operating Income	38,011	23,107	117,474	51,660
Other Expense
Interest expense, net	34,144	22,887	94,945	62,324
Financing and other income	(5,745)	(1,747)	(14,744)	(25,905)
Total other expense	28,399	21,140	80,201	36,419
Income Before Income Taxes	9,612	1,967	37,273	15,241
Income Tax Expense	432	4,349	2,683	7,273
Net Income (Loss)	9,180	(2,382)	34,590	7,968
Other Comprehensive Income (Loss):
Unrealized foreign currency translation adjustments	(2,823)	(7,651)	(259)	(10,287)
Other Comprehensive Loss	(2,823)	(7,651)	(259)	(10,287)
Comprehensive Income (Loss)	$ 6,357	$ (10,033)	$ 34,331	$ (2,319)
Net Income (Loss) Per Share:
Basic (in dollars per share)	$ 0.04	$ (0.01)	$ 0.14	$ 0.03
Diluted (in dollars per share)	$ 0.04	$ (0.01)	$ 0.14	$ 0.03
Weighted-Average Common Shares Outstanding:
Basic (in shares)	245,810	247,704	245,987	247,448
Diluted (in shares)	246,594	247,704	246,809	247,926
Rental revenue
Revenue
Total revenue	$ 118,209	$ 115,010	$ 358,666	$ 336,210
Cost of Revenue
Cost of goods and service	29,874	28,207	91,754	82,791
Equipment sales
Revenue
Total revenue	283,079	210,903	886,486	656,595
Cost of Revenue
Cost of goods and service	228,912	173,588	720,303	545,461
Parts sales and services
Revenue
Total revenue	33,065	31,867	98,194	93,557
Cost of Revenue
Cost of goods and service	$ 25,942	$ 25,201	$ 77,438	$ 71,787

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 8,793	$ 14,360
Accounts receivable, net	156,305	193,106
Financing receivables, net	41,914	38,271
Inventory	888,755	596,724
Prepaid expenses and other	21,036	25,784
Total current assets	1,116,803	868,245
Property and equipment, net	136,567	121,956
Rental equipment, net	924,315	883,674
Goodwill	703,812	703,827
Intangible assets, net	284,146	304,132
Operating lease assets	36,920	29,434
Other assets	25,107	26,944
Total Assets	3,227,670	2,938,212
Current Liabilities
Accounts payable	130,466	87,255
Accrued expenses	72,550	68,784
Deferred revenue and customer deposits	22,641	34,671
Floor plan payables - trade	194,929	136,634
Floor plan payables - non-trade	396,891	293,536
Operating lease liabilities - current	6,198	5,262
Current maturities of long-term debt	1,286	6,940
Current portion of finance lease obligations	0	1,796
Total current liabilities	824,961	634,878
Long-term debt, net	1,426,062	1,354,766
Finance leases	0	3,206
Operating lease liabilities - noncurrent	31,559	24,818
Deferred income taxes	31,091	29,086
Derivative, warrants and other liabilities	606	3,015
Total long-term liabilities	1,489,318	1,414,891
Stockholders' Equity
Common stock — $0.0001 par value, 500,000,000 shares authorized, 249,538,314 and 248,311,104 shares issued and outstanding, at September 30, 2023 and December 31, 2022, respectively	25	25
Treasury stock, at cost — 5,630,643 and 2,241,069 shares at September 30, 2023 and December 31, 2022, respectively	(37,256)	(15,537)
Additional paid-in capital	1,533,823	1,521,487
Accumulated other comprehensive loss	(9,206)	(8,947)
Accumulated deficit	(573,995)	(608,585)
Total stockholders' equity	913,391	888,443
Total Liabilities and Stockholders' Equity	$ 3,227,670	$ 2,938,212

Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	249,538,314	248,311,104
Common stock, outstanding (in shares)	249,538,314	248,311,104
Treasury stock (in shares)	5,630,643	2,241,069

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Activities
Net income	$ 34,590	$ 7,968
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	162,084	171,121
Amortization of debt issuance costs	4,221	3,485
Provision for losses on accounts receivable	4,522	5,905
Share-based compensation	10,312	9,526
Gain on sales and disposals of rental equipment	(48,392)	(35,064)
Change in fair value of derivative and warrants	(2,409)	(18,013)
Deferred tax expense	1,959	6,792
Changes in assets and liabilities:
Accounts and financing receivables	21,978	(17,637)
Inventories	(290,302)	(155,111)
Prepaids, operating leases and other	6,143	2,475
Accounts payable	42,707	9,900
Accrued expenses and other liabilities	3,620	9,397
Floor plan payables - trade, net	58,295	8,726
Customer deposits and deferred revenue	(12,034)	(5,126)
Net cash flow from operating activities	(2,706)	4,344
Investing Activities
Acquisition of business, net of cash acquired	0	(49,832)
Purchases of rental equipment	(289,984)	(224,002)
Proceeds from sales and disposals of rental equipment	177,623	135,436
Purchase of non-rental property and cloud computing arrangements	(33,251)	(15,529)
Net cash flow from investing activities	(145,612)	(153,927)
Financing Activities
Proceeds from debt	13,537	0
Share-based payments	387	(1,250)
Borrowings under revolving credit facilities	111,057	87,000
Repayments under revolving credit facilities	(56,377)	(34,945)
Repayments of notes payable	(6,674)	(6,126)
Finance lease payments	(2,682)	(3,308)
Repurchase of common stock	(19,936)	(1,752)
Acquisition of inventory through floor plan payables - non-trade	571,062	451,202
Repayment of floor plan payables - non-trade	(467,707)	(348,961)
Payment of debt issuance costs	(110)	0
Net cash flow from financing activities	142,557	141,860
Effect of exchange rate changes on cash and cash equivalents	194	(2,005)
Net Change in Cash and Cash Equivalents	(5,567)	(9,728)
Cash and Cash Equivalents at Beginning of Period	14,360	35,902
Cash and Cash Equivalents at End of Period	8,793	26,174
Supplemental Cash Flow Information
Interest paid	51,142	44,414
Income taxes paid	1,897	0
Non-Cash Investing and Financing Activities
Rental equipment and property and equipment purchases in accounts payable	596	0
Rental equipment sales in accounts receivable	$ 1,573	$ 747

Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		247,358,412
Beginning balance (in shares) at Dec. 31, 2021			(318,086)
Beginning balance at Dec. 31, 2021	$ 858,510	$ 25	$ (3,020)	$ 1,508,995	$ 0	$ (647,490)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	(3,273)					(3,273)
Share-based payments (in shares)		102,630	21,505
Share-based payments	3,272		$ (287)	3,559
Ending balance (in shares) at Mar. 31, 2022		247,461,042
Ending balance (in shares) at Mar. 31, 2022			(339,591)
Ending balance at Mar. 31, 2022	858,509	$ 25	$ (3,307)	1,512,554	0	(650,763)
Beginning balance (in shares) at Dec. 31, 2021		247,358,412
Beginning balance (in shares) at Dec. 31, 2021			(318,086)
Beginning balance at Dec. 31, 2021	858,510	$ 25	$ (3,020)	1,508,995	0	(647,490)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	7,968
Other comprehensive income (loss)	(10,287)
Ending balance (in shares) at Sep. 30, 2022		248,069,853
Ending balance (in shares) at Sep. 30, 2022			(878,837)
Ending balance at Sep. 30, 2022	862,030	$ 25	$ (6,903)	1,518,717	(10,287)	(639,522)
Beginning balance (in shares) at Mar. 31, 2022		247,461,042
Beginning balance (in shares) at Mar. 31, 2022			(339,591)
Beginning balance at Mar. 31, 2022	858,509	$ 25	$ (3,307)	1,512,554	0	(650,763)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	13,623					13,623
Other comprehensive income (loss)	(2,636)				(2,636)
Share-based payments (in shares)		607,561	150,420
Share-based payments	629		$ (1,156)	1,785
Ending balance (in shares) at Jun. 30, 2022		248,068,603
Ending balance (in shares) at Jun. 30, 2022			(490,011)
Ending balance at Jun. 30, 2022	870,125	$ 25	$ (4,463)	1,514,339	(2,636)	(637,140)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	(2,382)					(2,382)
Other comprehensive income (loss)	(7,651)				(7,651)
Common stock repurchase (in shares)			(388,521)
Common stock repurchase	(2,437)		$ (2,437)
Share-based payments (in shares)		1,250	305
Share-based payments	4,375		$ (3)	4,378
Ending balance (in shares) at Sep. 30, 2022		248,069,853
Ending balance (in shares) at Sep. 30, 2022			(878,837)
Ending balance at Sep. 30, 2022	$ 862,030	$ 25	$ (6,903)	1,518,717	(10,287)	(639,522)
Beginning balance (in shares) at Dec. 31, 2022	248,311,104	248,311,104
Beginning balance (in shares) at Dec. 31, 2022	(2,241,069)		(2,241,069)
Beginning balance at Dec. 31, 2022	$ 888,443	$ 25	$ (15,537)	1,521,487	(8,947)	(608,585)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	13,800					13,800
Other comprehensive income (loss)	342				342
Common stock repurchase (in shares)			(174,744)
Common stock repurchase	(1,122)		$ (1,122)
Share-based payments (in shares)		130,484	11,582
Share-based payments	3,374		$ (77)	3,451
Ending balance (in shares) at Mar. 31, 2023		248,441,588
Ending balance (in shares) at Mar. 31, 2023			(2,427,395)
Ending balance at Mar. 31, 2023	$ 904,837	$ 25	$ (16,736)	1,524,938	(8,605)	(594,785)
Beginning balance (in shares) at Dec. 31, 2022	248,311,104	248,311,104
Beginning balance (in shares) at Dec. 31, 2022	(2,241,069)		(2,241,069)
Beginning balance at Dec. 31, 2022	$ 888,443	$ 25	$ (15,537)	1,521,487	(8,947)	(608,585)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	34,590
Other comprehensive income (loss)	$ (259)
Ending balance (in shares) at Sep. 30, 2023	249,538,314	249,538,314
Ending balance (in shares) at Sep. 30, 2023	(5,630,643)		(5,630,643)
Ending balance at Sep. 30, 2023	$ 913,391	$ 25	$ (37,256)	1,533,823	(9,206)	(573,995)
Beginning balance (in shares) at Mar. 31, 2023		248,441,588
Beginning balance (in shares) at Mar. 31, 2023			(2,427,395)
Beginning balance at Mar. 31, 2023	904,837	$ 25	$ (16,736)	1,524,938	(8,605)	(594,785)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	11,610					11,610
Other comprehensive income (loss)	2,222				2,222
Common stock repurchase (in shares)			(505,142)
Common stock repurchase	(3,205)		$ (3,205)
Share-based payments (in shares)		919,763	221,233
Share-based payments	4,008		$ (1,497)	5,505
Ending balance (in shares) at Jun. 30, 2023		249,361,351
Ending balance (in shares) at Jun. 30, 2023			(3,153,770)
Ending balance at Jun. 30, 2023	919,472	$ 25	$ (21,438)	1,530,443	(6,383)	(583,175)
Increase (Decrease) in Stockholders' Deficit [Roll Forward]
Net income (loss)	9,180					9,180
Other comprehensive income (loss)	(2,823)				(2,823)
Common stock repurchase (in shares)			(2,466,609)
Common stock repurchase	(15,754)		$ (15,754)
Share-based payments (in shares)		176,963	10,264
Share-based payments	$ 3,316		$ (64)	3,380
Ending balance (in shares) at Sep. 30, 2023	249,538,314	249,538,314
Ending balance (in shares) at Sep. 30, 2023	(5,630,643)		(5,630,643)
Ending balance at Sep. 30, 2023	$ 913,391	$ 25	$ (37,256)	$ 1,533,823	$ (9,206)	$ (573,995)

Business and Organization	9 Months Ended
Business and Organization	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Organization	Note 1: Business and Organization Organization Custom Truck One Source, Inc., a Delaware corporation, and its wholly owned subsidiaries (“we,” “our,” “us,” or “the Company”) are engaged in the business of providing a range of products and services to customers through rentals and sales of specialty equipment, rentals and sales of aftermarket parts and services related to the specialty equipment, and repair, maintenance and customization services related to that equipment. We are a specialty equipment provider to the electric utility transmission and distribution, telecommunications, rail and other infrastructure-related industries in North America. Our core business relates to our new equipment inventory and rental fleet of specialty equipment that is utilized by service providers in infrastructure development and improvement work. We offer our specialized equipment to a diverse customer base, including utilities and contractors, for the maintenance, repair, upgrade, and installation of critical infrastructure assets, including distribution and transmission electric lines, telecommunications networks and rail systems, as well as for lighting and signage. We rent, produce, sell and service a broad range of new and used equipment, including bucket trucks, digger derricks, dump trucks, cranes, service trucks, and heavy-haul trailers. We manage the business in three reporting segments: Equipment Rental Solutions (“ERS”), Truck and Equipment Sales (“TES”) and Aftermarket Parts and Services (“APS”). Supply Chain The Company purchases raw materials, component parts and finished goods to be used in the manufacturing, sale and rental of its products. Uncertainty remains regarding supply chain disruptions, inflationary pressures, public health crises, and geopolitical risks that have led to issues, broadly, in the supply chain. Changes in the Company’s relationships with suppliers, shortages in availability of materials, production delays, regulatory restrictions, public health crises, or other supply chain disruptions, whether due to suppliers or customers, could have a material adverse effect on the Company’s ability to timely manufacture and market products. Increases in the costs of shipping and transportation, purchased raw materials, component parts or finished goods could result in manufacturing interruptions, delays, inefficiencies or the Company’s inability to market products. The unprecedented nature of the supply chain disruptions continues to make it difficult to predict the Company’s future business and financial performance. The Company continues to monitor the impact on its supply chain, including, but not limited to, the commercial vehicle manufacturers that provide the chassis used in the Company’s production and manufacturing processes and the ongoing semiconductor shortage, which could potentially limit the ability of these manufacturers to meet demand in future periods. Basis of Presentation Our accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Our condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in accordance with GAAP requires that these Unaudited Condensed Consolidated Financial Statements and most of the disclosures in these Notes be presented on a historical basis, as of or for the current interim period ended or comparable prior period. The accompanying interim statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and the Condensed Consolidated Balance Sheet at December 31, 2022, has been derived from the audited consolidated financial statements of Custom Truck One Source, Inc. at that date. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements, have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other periods. These interim statements should be read in conjunction with the Custom Truck One Source, Inc. audited consolidated financial statements included in the Custom Truck One Source, Inc. Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Accounting Pronouncements Recently Adopted Contract Assets and Contract Liabilities from Contracts with Customers. In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This ASU improves the comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination and requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amended guidance specifies for all acquired revenue contracts regardless of their timing of payment (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities, thereby providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The ASU was effective as of January 1, 2023. The Company applies the guidance in ASU 2021-08 prospectively to any future business combinations occurring on or after the effective date. Financing Receivables. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326) (“ASU 2022-02”), which requires an entity to disclose current period gross write-offs by year of origination for financing receivables and net investment in leases. Gross write-off information must be included in the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination. The adoption on January 1, 2023 of the ASU had no impact to the Company’s disclosures.

Acquisition

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition

Note 2: Acquisition

Acquisition of HiRail

Purchase Price

The Company paid $51.0 million, net of working capital adjustments, to HiRail equity interest holders and to repay debt obligations as consideration for the HiRail acquisition.

Opening Balance Sheet


(in $000s)	January 14, 2022		Changes		December 31, 2022
Current assets	$	2,891	$	956	$	3,847
Property, equipment and other assets	819		—		819
Rental equipment	34,224		—		34,224
Total identifiable assets acquired	37,934		956		38,890

Total identifiable liabilities assumed	(6,011)		(1,596)		(7,607)
Total net assets	31,923		(640)		31,283
Goodwill	8,685		(41)		8,644
Intangible assets	11,027		—		11,027
Net assets acquired (purchase price)	51,635		(681)		50,954
Less: cash acquired	(1,122)		—		(1,122)
Net cash paid	$	50,513	$	(681)	$	49,832

Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Note 3: Revenue

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
United States	$	424,513	$	347,093	$	1,305,292	$	1,056,324
Canada	9,840		10,687		38,054		30,038
Total revenue	$	434,353	$	357,780	$	1,343,346	$	1,086,362

Major Product Lines and Services


	Three Months Ended September 30,						Three Months Ended September 30,
	2023						2022
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	112,373	$	—	$	112,373	$	110,054	$	—	$	110,054
Shipping and handling	—		5,836		5,836		—		4,956		4,956
Total rental revenue	112,373		5,836		118,209		110,054		4,956		115,010
Sales and services:
Equipment sales	12,760		270,319		283,079		4,456		206,447		210,903
Parts and services	4,216		28,849		33,065		970		30,897		31,867
Total sales and services	16,976		299,168		316,144		5,426		237,344		242,770
Total revenue	$	129,349	$	305,004	$	434,353	$	115,480	$	242,300	$	357,780

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2023						2022
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	339,896	$	—	$	339,896	$	322,634	$	—	$	322,634
Shipping and handling	—		18,770		18,770		—		13,576		13,576
Total rental revenue	339,896		18,770		358,666		322,634		13,576		336,210
Sales and services:
Equipment sales	56,535		829,951		886,486		20,572		636,023		656,595
Parts and services	15,969		82,225		98,194		8,949		84,608		93,557
Total sales and services	72,504		912,176		984,680		29,521		720,631		750,152
Total revenue	$	412,400	$	930,946	$	1,343,346	$	352,155	$	734,207	$	1,086,362

Receivables, Contract Assets and Liabilities

Accounts receivable, net consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Accounts receivable	$	170,514	$	212,347
Less: allowance for doubtful accounts	(14,209)		(19,241)
Accounts receivable, net	$	156,305	$	193,106

The Company does not have material contract assets, and as such, did not recognize any material impairments of any contract assets.

Sales-Type Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Sales-Type Leases

Note 4: Sales-Type Leases

Revenue from sales-type leases was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Equipment sales	$	12,760	$	7,099	$	56,535	$	27,007

Cost of equipment sales	11,714		5,938		54,354		23,073


Gross profit	$	1,046	$	1,161	$	2,181	$	3,934

Inventory

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory

Note 5: Inventory


(in $000s)	September 30, 2023		December 31, 2022
Whole goods	$	750,047	$	468,557
Aftermarket parts and services inventory	138,708		128,167

Inventory	$	888,755	$	596,724

Floor Plan Financing

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Floor Plan Financing

Note 6: Floor Plan Financing

The amounts owed under floor plan payables are summarized as follows:


(in $000s)	September 30, 2023		December 31, 2022
Trade:
Daimler Truck Financial	$	131,637	$	105,447
PACCAR Financial Services	63,292		31,187
Trade floor plan payables	$	194,929	$	136,634
Non-trade:
PNC Equipment Finance, LLC	$	396,891	$	293,536
Non-trade floor plan payables	$	396,891	$	293,536

Trade Floor Plan Financing:

Daimler Truck Financial

PACCAR

References to the Prime Rate in the foregoing agreements represent the rate as published in The Wall Street Journal.

Non-Trade Floor Plan Financing:

PNC Equipment Finance, LLC

Note 8: Long-Term Debt

Debt obligations and associated interest rates consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022		September 30, 2023	December 31, 2022
ABL Facility	$	492,400	$	437,731	7.2%	6.1%

2029 Secured Notes	920,000		920,000		5.5%	5.5%


2023 Credit Facility	13,800		—		5.8%	—
Notes payable	24,986		31,661		3.1%-5.0%	3.1%-5.0%
Total debt outstanding	1,451,186		1,389,392
Deferred financing fees	(23,838)		(27,686)
Total debt net of deferred financing fees	1,427,348		1,361,706
Less: current maturities	(1,286)		(6,940)
Long-term debt	$	1,426,062	$	1,354,766

As of September 30, 2023, borrowing availability under the ABL Facility was $254.5 million, and outstanding standby letters of credit were $3.1 million.

ABL Facility

2023 Credit Facility

Rental Equipment

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Rental Equipment

Note 7: Rental Equipment

Rental equipment, net consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Rental equipment	$	1,399,840	$	1,360,205
Less: accumulated depreciation	(475,525)		(476,531)
Rental equipment, net	$	924,315	$	883,674

Long-Term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Note 6: Floor Plan Financing

The amounts owed under floor plan payables are summarized as follows:


(in $000s)	September 30, 2023		December 31, 2022
Trade:
Daimler Truck Financial	$	131,637	$	105,447
PACCAR Financial Services	63,292		31,187
Trade floor plan payables	$	194,929	$	136,634
Non-trade:
PNC Equipment Finance, LLC	$	396,891	$	293,536
Non-trade floor plan payables	$	396,891	$	293,536

Trade Floor Plan Financing:

Daimler Truck Financial

PACCAR

References to the Prime Rate in the foregoing agreements represent the rate as published in The Wall Street Journal.

Non-Trade Floor Plan Financing:

PNC Equipment Finance, LLC

Note 8: Long-Term Debt

Debt obligations and associated interest rates consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022		September 30, 2023	December 31, 2022
ABL Facility	$	492,400	$	437,731	7.2%	6.1%

2029 Secured Notes	920,000		920,000		5.5%	5.5%


2023 Credit Facility	13,800		—		5.8%	—
Notes payable	24,986		31,661		3.1%-5.0%	3.1%-5.0%
Total debt outstanding	1,451,186		1,389,392
Deferred financing fees	(23,838)		(27,686)
Total debt net of deferred financing fees	1,427,348		1,361,706
Less: current maturities	(1,286)		(6,940)
Long-term debt	$	1,426,062	$	1,354,766

As of September 30, 2023, borrowing availability under the ABL Facility was $254.5 million, and outstanding standby letters of credit were $3.1 million.

ABL Facility

2023 Credit Facility

Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 9: Earnings Per Share

The following tables set forth the computation of basic and dilutive earnings per share:


	Three Months Ended September 30, 2023					Three Months Ended September 30, 2022
(in $000s, except per share data)	Net Income		Weighted Average Shares	Per Share Amount		Net Loss		Weighted Average Shares	Per Share Amount
Basic earnings	$	9,180	245,810	$	0.04	$	(2,382)	247,704	$	(0.01)
Dilutive common share equivalents	—		784	—		—		—	—
Diluted earnings	$	9,180	246,594	$	0.04	$	(2,382)	247,704	$	(0.01)


	Nine Months Ended September 30, 2023					Nine Months Ended September 30, 2022
(in $000s, except per share data)	Net Income		Weighted Average Shares	Per Share Amount		Net Income		Weighted Average Shares	Per Share Amount
Basic earnings	$	34,590	245,987	$	0.14	$	7,968	247,448	$	0.03
Dilutive common share equivalents	—		822	—		—		478	—
Diluted earnings	$	34,590	246,809	$	0.14	$	7,968	247,926	$	0.03

Equity	9 Months Ended
Equity	Sep. 30, 2023
Equity [Abstract]
Equity	Note 10: Equity Preferred Stock As of September 30, 2023 and December 31, 2022, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designation, rights and preferences as may be determined from time to time by our board of directors. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Common Stock On August 2, 2022, the Company’s Board of Directors authorized a stock repurchase program, allowing for the repurchase of up to $30 million of the Company’s ordinary common shares. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As the Company exhausted this program during the quarter, on September 14, 2023, the Board of Directors approved a stock repurchase program that authorizes additional repurchases of up to $25 million of shares of the Company’s ordinary common shares. During the three and nine months ended September 30, 2023, the Company repurchased approximately 2.5 million and 3.1 million shares of its common stock, respectively, which are held in treasury, for a total cost of $15.8 million and $20.1 million including commission fees. At September 30, 2023, $24.4 million was available under the stock repurchase program. Contingently Issuable Shares NESCO Holdings, LP is a Delaware limited partnership holding shares of our common stock. NESCO Holdings, LP is owned and controlled by Energy Capital Partners, and has the right to receive: (1) up to an additional 1,800,000 shares of common stock through July 31, 2024, in increments of 900,000 shares, if the trading price of the common stock exceeds $13.00 per share or $16.00 per share for any 20 trading days during a 30 consecutive trading day period or if a sale transaction of the Company occurs in which the consideration paid per share to holders of common stock of the Company exceeds $13.00 per share or $16.00 per share, and (2) an additional 1,651,798 shares of common stock if during the seven-year period ending July 31, 2026, the trading price of common stock exceeds $19.00 per share for any 20 trading days during a 30 consecutive trading day period or if a sale transaction of the Company occurs in which the consideration paid per share to holders of common stock exceeds $19.00 per share.

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 11: Fair Value Measurements

The following table sets forth the carrying values (exclusive of deferred financing fees) and fair values of our financial liabilities:


	Carrying Value		Fair Value
(in $000s)			Level 1		Level 2		Level 3
September 30, 2023
ABL Facility	$	492,400	$	—	$	492,400	$	—
2029 Secured Notes	920,000		—		809,600		—
2023 Credit Facility	13,800		—		13,800		—
Other notes payable	24,986		—		24,986		—
Warrant liabilities	603		—		—		603

December 31, 2022
ABL Facility	$	437,731	$	—	$	437,731	$	—
2029 Secured Notes	920,000		—		814,200		—
Other notes payable	31,661		—		31,661		—
Warrant liabilities	3,012		—		—		3,012

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 12: Income Taxes For interim periods, we estimate our annual effective tax rate, exclusive of discrete items, which is derived primarily by our estimate of our valuation allowance as of the end of our fiscal year. The Company’s effective tax rate for the nine months ended September 30, 2023 and 2022 differs from the U.S. federal statutory tax rate due to the recording of valuation allowances. We recorded an income tax expense of $2.7 million for the nine months ended September 30, 2023 resulting in an effective tax rate of 7% compared to an income tax expense of $7.3 million for the comparable prior year period, at an effective tax rate of 48%. The reduction in the effective tax rate for the nine months ended September 30, 2023 compared to same period in 2022, was primarily due to discrete items recorded in the third quarter of 2022, including derivative mark-to-market adjustments and certain tax attribute changes related to personal property. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”), which, among other things, implements a 15% minimum tax for certain large corporations, a 1% excise tax on net stock repurchases, and several tax incentives to promote clean energy. The IRA is effective for tax years beginning after December 31, 2022. The IRA does not have a material effect on our consolidated financial statements. We will continue to monitor the additional guidance from the Internal Revenue Service (the “IRS”).

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 13: Commitments and Contingencies We record a liability when we believe that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Legal Matters In the normal course of business, there are various claims in process, matters in litigation, and other contingencies. At this time, no claims of these types, certain of which are covered by insurance policies, have had a material effect on the Company. Certain jurisdictions in which the Company operates do not allow insurance recoveries related to punitive damages. For matters pertaining to the pre-acquisition activities of Custom Truck One Source, L.P. (“Custom Truck LP”), the sellers of Custom Truck LP have agreed to indemnify the Company for losses arising out of the breach of pre-closing covenants in the purchase agreement and certain indemnified tax matters discussed below, with recourse limited to $10.0 million and $8.5 million escrow accounts, respectively. From time to time, the Company may be audited by state and local taxing authorities. These audits typically focus on the Company’s withholding of state-specific sales tax and rental-related taxes. Custom Truck LP’s withholdings of federal excise taxes for each of the four quarterly periods during 2015 are currently under audit by the IRS. The IRS issued an assessment on October 28, 2020 in an aggregate amount of $2.4 million for the 2015 periods, alleging that certain types of sold equipment are not eligible for the Mobile Machinery Exemption set forth in the Internal Revenue Code (the “Code”). An appeal was filed on January 28, 2021. Based on management’s understanding of the facts and circumstances, including the relevant provisions of the Code, and historical precedent, including previous successful appeals of similar assessments in prior years, management does not believe the likelihood of a loss resulting from the IRS assessment to be probable at this time. While it is not possible to predict the outcome of the foregoing matters with certainty, it is the opinion of management that the final outcome of these matters will not have a material effect on the Company’s consolidated financial condition, results of operations and cash flows. Purchase Commitments We enter into purchase agreements with manufacturers and suppliers of equipment for our rental fleet and inventory. All of these agreements are cancellable within a specified notification period to the supplier.

Related Parties

9 Months Ended

Sep. 30, 2023

Related Parties

Note 14: Related Parties

The Company has transactions with related parties as summarized below.

Prior to August 1, 2022, Energy Capital Partners (“ECP”), a stockholder of the Company, and its affiliates had ownership interests in PLH Group, Inc., which was a customer of the Company.

A summary of the transactions with the foregoing related parties included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Total revenues from transactions with related parties	$	4,728	$	8,385	$	23,231	$	27,128
Expenses incurred from transactions with related parties included in cost of revenue	$	239	$	297	$	1,091	$	2,109
Expenses incurred from transactions with related parties included in operating expenses	$	1,391	$	1,398	$	4,154	$	4,635

Amounts receivable from/payable to related parties included in the Condensed Consolidated Balance Sheets are as follows:


(in $000s)	September 30, 2023		December 31, 2022
Accounts receivable from related parties	$	695	$	5,053
Accounts payable to related parties	$	140	$	36

Segments

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segments

Note 15: Segments

The Company’s segment results are presented in the tables below:


	Three Months Ended September 30,
	2023
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	114,929	$	—	$	3,280	$	118,209
Equipment sales	52,175		230,904		—		283,079
Parts and services	—		—		33,065		33,065
Total revenue	167,104		230,904		36,345		434,353
Cost of revenue:
Rentals/parts and services	29,613		—		26,203		55,816
Equipment sales	37,828		191,084		—		228,912
Depreciation of rental equipment	41,652		—		817		42,469
Total cost of revenue	109,093		191,084		27,020		327,197
Gross profit	$	58,011	$	39,820	$	9,325	$	107,156


	Three Months Ended September 30,
	2022
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	112,009	$	—	$	3,001	$	115,010
Equipment sales	37,121		173,782		—		210,903
Parts and services	—		—		31,867		31,867
Total revenue	149,130		173,782		34,868		357,780
Cost of revenue:
Rentals/parts and services	27,221		—		26,187		53,408
Equipment sales	27,015		146,573		—		173,588
Depreciation of rental equipment	41,776		—		836		42,612
Total cost of revenue	96,012		146,573		27,023		269,608
Gross profit	$	53,118	$	27,209	$	7,845	$	88,172

	Nine Months Ended September 30,
	2023
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	346,545	$	—	$	12,121	$	358,666
Equipment sales	195,005		691,481		—		886,486
Parts and services	—		—		98,194		98,194
Total revenue	541,550		691,481		110,315		1,343,346
Cost of revenue:
Rentals/parts and services	90,014		—		79,178		169,192
Equipment sales	148,711		571,592		—		720,303
Depreciation of rental equipment	123,969		—		2,446		126,415
Total cost of revenue	362,694		571,592		81,624		1,015,910
Gross profit	$	178,856	$	119,889	$	28,691	$	327,436

	Nine Months Ended September 30,
	2022
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	325,679	$	—	$	10,531	$	336,210
Equipment sales	133,674		522,921		—		656,595
Parts and services	—		—		93,557		93,557
Total revenue	459,353		522,921		104,088		1,086,362
Cost of revenue:
Rentals/parts and services	79,863		—		74,715		154,578
Equipment sales	100,663		444,798		—		545,461
Depreciation of rental equipment	128,126		—		2,774		130,900
Total cost of revenue	308,652		444,798		77,489		830,939
Gross profit	$	150,701	$	78,123	$	26,599	$	255,423


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Gross Profit	$	107,156	$	88,172	$	327,436	$	255,423
Selling, general and administrative expenses	56,955		49,835		171,974		152,269
Amortization	6,698		6,794		19,976		27,000
Non-rental depreciation	2,602		1,938		7,973		7,302
Transaction expenses and other	2,890		6,498		10,039		17,192


Interest expense, net	34,144		22,887		94,945		62,324
Financing and other income	(5,745)		(1,747)		(14,744)		(25,905)
Income Before Income Taxes	$	9,612	$	1,967	$	37,273	$	15,241

The following table presents total assets by country:


(in $000s)	September 30, 2023		December 31, 2022
Assets:
United States	$	3,109,472	$	2,830,958
Canada	118,198		107,254
Total Assets	$	3,227,670	$	2,938,212

Business and Organization (Policies)	9 Months Ended
Business and Organization (Policies)	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation Our accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Our condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in accordance with GAAP requires that these Unaudited Condensed Consolidated Financial Statements and most of the disclosures in these Notes be presented on a historical basis, as of or for the current interim period ended or comparable prior period. The accompanying interim statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and the Condensed Consolidated Balance Sheet at December 31, 2022, has been derived from the audited consolidated financial statements of Custom Truck One Source, Inc. at that date. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments and disclosures necessary for a fair statement of these interim statements, have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year or for any other periods. These interim statements should be read in conjunction with the Custom Truck One Source, Inc. audited consolidated financial statements included in the Custom Truck One Source, Inc. Annual Report on Form 10-K for the year ended December 31, 2022.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Accounting Pronouncements Recently Adopted	Accounting Pronouncements Recently Adopted Contract Assets and Contract Liabilities from Contracts with Customers. In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This ASU improves the comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination and requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amended guidance specifies for all acquired revenue contracts regardless of their timing of payment (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities, thereby providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The ASU was effective as of January 1, 2023. The Company applies the guidance in ASU 2021-08 prospectively to any future business combinations occurring on or after the effective date. Financing Receivables. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326) (“ASU 2022-02”), which requires an entity to disclose current period gross write-offs by year of origination for financing receivables and net investment in leases. Gross write-off information must be included in the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination. The adoption on January 1, 2023 of the ASU had no impact to the Company’s disclosures.

Acquisition (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Assets Acquired and Liabilities Assumed


(in $000s)	January 14, 2022		Changes		December 31, 2022
Current assets	$	2,891	$	956	$	3,847
Property, equipment and other assets	819		—		819
Rental equipment	34,224		—		34,224
Total identifiable assets acquired	37,934		956		38,890

Total identifiable liabilities assumed	(6,011)		(1,596)		(7,607)
Total net assets	31,923		(640)		31,283
Goodwill	8,685		(41)		8,644
Intangible assets	11,027		—		11,027
Net assets acquired (purchase price)	51,635		(681)		50,954
Less: cash acquired	(1,122)		—		(1,122)
Net cash paid	$	50,513	$	(681)	$	49,832

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue by Geographic Areas

The Company had total revenue in the following geographic areas:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
United States	$	424,513	$	347,093	$	1,305,292	$	1,056,324
Canada	9,840		10,687		38,054		30,038
Total revenue	$	434,353	$	357,780	$	1,343,346	$	1,086,362

Schedule of Revenue by Major Product and Service Line

The Company’s revenue by major product and service line for the three and nine months ended September 30, 2023 and 2022 are presented in the table below.


	Three Months Ended September 30,						Three Months Ended September 30,
	2023						2022
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	112,373	$	—	$	112,373	$	110,054	$	—	$	110,054
Shipping and handling	—		5,836		5,836		—		4,956		4,956
Total rental revenue	112,373		5,836		118,209		110,054		4,956		115,010
Sales and services:
Equipment sales	12,760		270,319		283,079		4,456		206,447		210,903
Parts and services	4,216		28,849		33,065		970		30,897		31,867
Total sales and services	16,976		299,168		316,144		5,426		237,344		242,770
Total revenue	$	129,349	$	305,004	$	434,353	$	115,480	$	242,300	$	357,780

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2023						2022
(in $000s)	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Rental:
Rental	$	339,896	$	—	$	339,896	$	322,634	$	—	$	322,634
Shipping and handling	—		18,770		18,770		—		13,576		13,576
Total rental revenue	339,896		18,770		358,666		322,634		13,576		336,210
Sales and services:
Equipment sales	56,535		829,951		886,486		20,572		636,023		656,595
Parts and services	15,969		82,225		98,194		8,949		84,608		93,557
Total sales and services	72,504		912,176		984,680		29,521		720,631		750,152
Total revenue	$	412,400	$	930,946	$	1,343,346	$	352,155	$	734,207	$	1,086,362

Schedule of Accounts Receivable, Net

Accounts receivable, net consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Accounts receivable	$	170,514	$	212,347
Less: allowance for doubtful accounts	(14,209)		(19,241)
Accounts receivable, net	$	156,305	$	193,106

Sales-Type Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Revenue from Sales-Type Leases

Revenue from sales-type leases was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Equipment sales	$	12,760	$	7,099	$	56,535	$	27,007

Cost of equipment sales	11,714		5,938		54,354		23,073


Gross profit	$	1,046	$	1,161	$	2,181	$	3,934

Inventory (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Whole goods	$	750,047	$	468,557
Aftermarket parts and services inventory	138,708		128,167

Inventory	$	888,755	$	596,724

Floor Plan Financing (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Floor Plan Payables

The amounts owed under floor plan payables are summarized as follows:


(in $000s)	September 30, 2023		December 31, 2022
Trade:
Daimler Truck Financial	$	131,637	$	105,447
PACCAR Financial Services	63,292		31,187
Trade floor plan payables	$	194,929	$	136,634
Non-trade:
PNC Equipment Finance, LLC	$	396,891	$	293,536
Non-trade floor plan payables	$	396,891	$	293,536

Rental Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Rental Equipment, Net

Rental equipment, net consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022
Rental equipment	$	1,399,840	$	1,360,205
Less: accumulated depreciation	(475,525)		(476,531)
Rental equipment, net	$	924,315	$	883,674

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Debt Obligations and Associated Interest Rates

Debt obligations and associated interest rates consisted of the following:


(in $000s)	September 30, 2023		December 31, 2022		September 30, 2023	December 31, 2022
ABL Facility	$	492,400	$	437,731	7.2%	6.1%

2029 Secured Notes	920,000		920,000		5.5%	5.5%


2023 Credit Facility	13,800		—		5.8%	—
Notes payable	24,986		31,661		3.1%-5.0%	3.1%-5.0%
Total debt outstanding	1,451,186		1,389,392
Deferred financing fees	(23,838)		(27,686)
Total debt net of deferred financing fees	1,427,348		1,361,706
Less: current maturities	(1,286)		(6,940)
Long-term debt	$	1,426,062	$	1,354,766

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Dilutive Earnings Per Share

The following tables set forth the computation of basic and dilutive earnings per share:


	Three Months Ended September 30, 2023					Three Months Ended September 30, 2022
(in $000s, except per share data)	Net Income		Weighted Average Shares	Per Share Amount		Net Loss		Weighted Average Shares	Per Share Amount
Basic earnings	$	9,180	245,810	$	0.04	$	(2,382)	247,704	$	(0.01)
Dilutive common share equivalents	—		784	—		—		—	—
Diluted earnings	$	9,180	246,594	$	0.04	$	(2,382)	247,704	$	(0.01)


	Nine Months Ended September 30, 2023					Nine Months Ended September 30, 2022
(in $000s, except per share data)	Net Income		Weighted Average Shares	Per Share Amount		Net Income		Weighted Average Shares	Per Share Amount
Basic earnings	$	34,590	245,987	$	0.14	$	7,968	247,448	$	0.03
Dilutive common share equivalents	—		822	—		—		478	—
Diluted earnings	$	34,590	246,809	$	0.14	$	7,968	247,926	$	0.03

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Carrying Values and Fair Values of Financial Liabilities

The following table sets forth the carrying values (exclusive of deferred financing fees) and fair values of our financial liabilities:


	Carrying Value		Fair Value
(in $000s)			Level 1		Level 2		Level 3
September 30, 2023
ABL Facility	$	492,400	$	—	$	492,400	$	—
2029 Secured Notes	920,000		—		809,600		—
2023 Credit Facility	13,800		—		13,800		—
Other notes payable	24,986		—		24,986		—
Warrant liabilities	603		—		—		603

December 31, 2022
ABL Facility	$	437,731	$	—	$	437,731	$	—
2029 Secured Notes	920,000		—		814,200		—
Other notes payable	31,661		—		31,661		—
Warrant liabilities	3,012		—		—		3,012

Related Parties (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Related Party Transactions

A summary of the transactions with the foregoing related parties included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Total revenues from transactions with related parties	$	4,728	$	8,385	$	23,231	$	27,128
Expenses incurred from transactions with related parties included in cost of revenue	$	239	$	297	$	1,091	$	2,109
Expenses incurred from transactions with related parties included in operating expenses	$	1,391	$	1,398	$	4,154	$	4,635

Amounts receivable from/payable to related parties included in the Condensed Consolidated Balance Sheets are as follows:


(in $000s)	September 30, 2023		December 31, 2022
Accounts receivable from related parties	$	695	$	5,053
Accounts payable to related parties	$	140	$	36

Segments (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Company’s Segment Results

The Company’s segment results are presented in the tables below:


	Three Months Ended September 30,
	2023
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	114,929	$	—	$	3,280	$	118,209
Equipment sales	52,175		230,904		—		283,079
Parts and services	—		—		33,065		33,065
Total revenue	167,104		230,904		36,345		434,353
Cost of revenue:
Rentals/parts and services	29,613		—		26,203		55,816
Equipment sales	37,828		191,084		—		228,912
Depreciation of rental equipment	41,652		—		817		42,469
Total cost of revenue	109,093		191,084		27,020		327,197
Gross profit	$	58,011	$	39,820	$	9,325	$	107,156


	Three Months Ended September 30,
	2022
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	112,009	$	—	$	3,001	$	115,010
Equipment sales	37,121		173,782		—		210,903
Parts and services	—		—		31,867		31,867
Total revenue	149,130		173,782		34,868		357,780
Cost of revenue:
Rentals/parts and services	27,221		—		26,187		53,408
Equipment sales	27,015		146,573		—		173,588
Depreciation of rental equipment	41,776		—		836		42,612
Total cost of revenue	96,012		146,573		27,023		269,608
Gross profit	$	53,118	$	27,209	$	7,845	$	88,172

	Nine Months Ended September 30,
	2023
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	346,545	$	—	$	12,121	$	358,666
Equipment sales	195,005		691,481		—		886,486
Parts and services	—		—		98,194		98,194
Total revenue	541,550		691,481		110,315		1,343,346
Cost of revenue:
Rentals/parts and services	90,014		—		79,178		169,192
Equipment sales	148,711		571,592		—		720,303
Depreciation of rental equipment	123,969		—		2,446		126,415
Total cost of revenue	362,694		571,592		81,624		1,015,910
Gross profit	$	178,856	$	119,889	$	28,691	$	327,436

	Nine Months Ended September 30,
	2022
(in $000s)	ERS		TES		APS		Total
Revenue:
Rental	$	325,679	$	—	$	10,531	$	336,210
Equipment sales	133,674		522,921		—		656,595
Parts and services	—		—		93,557		93,557
Total revenue	459,353		522,921		104,088		1,086,362
Cost of revenue:
Rentals/parts and services	79,863		—		74,715		154,578
Equipment sales	100,663		444,798		—		545,461
Depreciation of rental equipment	128,126		—		2,774		130,900
Total cost of revenue	308,652		444,798		77,489		830,939
Gross profit	$	150,701	$	78,123	$	26,599	$	255,423

Schedule of Reconciliation of Consolidated Gross Profit to Consolidated Income Before Income Taxes

The following table presents a reconciliation of consolidated gross profit to consolidated income before income taxes:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in $000s)	2023		2022		2023		2022
Gross Profit	$	107,156	$	88,172	$	327,436	$	255,423
Selling, general and administrative expenses	56,955		49,835		171,974		152,269
Amortization	6,698		6,794		19,976		27,000
Non-rental depreciation	2,602		1,938		7,973		7,302
Transaction expenses and other	2,890		6,498		10,039		17,192


Interest expense, net	34,144		22,887		94,945		62,324
Financing and other income	(5,745)		(1,747)		(14,744)		(25,905)
Income Before Income Taxes	$	9,612	$	1,967	$	37,273	$	15,241

Schedule of Total Assets by Country

The following table presents total assets by country:


(in $000s)	September 30, 2023		December 31, 2022
Assets:
United States	$	3,109,472	$	2,830,958
Canada	118,198		107,254
Total Assets	$	3,227,670	$	2,938,212

Business and Organization (Details)	9 Months Ended
Business and Organization (Details)	Sep. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3

Acquisition - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
Acquisition - Narrative (Details) - USD ($) $ in Thousands	Jan. 14, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Total revenue		$ 434,353	$ 357,780	$ 1,343,346	$ 1,086,362
Hi-Rail
Business Acquisition [Line Items]
Percentage of voting rights acquired	100.00%
Working capital adjustments	$ 51,000
Pretax income (loss)			1,600			$ 2,300
Hi-Rail \| Hi-Rail
Business Acquisition [Line Items]
Total revenue			$ 3,800		$ 11,700

Acquisition - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands			9 Months Ended		12 Months Ended
	Dec. 31, 2022	Jan. 14, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 703,827		$ 703,812		$ 703,827
Net cash paid			$ 0	$ 49,832
Hi-Rail
Business Acquisition [Line Items]
Current assets	3,847	$ 2,891			3,847
Changes in current assets					956
Property, equipment and other assets	819	819			819
Changes in property, equipment and other assets					0
Rental equipment	34,224	34,224			34,224
Changes in rental equipment					0
Total identifiable assets acquired	38,890	37,934			38,890
Changes in total identifiable assets acquired					956
Total identifiable liabilities assumed	(7,607)	(6,011)			(7,607)
Changes in total identifiable liabilities assumed					(1,596)
Total net assets	31,283	31,923			31,283
Changes in total net assets					(640)
Goodwill	8,644	8,685			8,644
Changes in goodwill					(41)
Intangible assets	11,027	11,027			11,027
Changes in intangible assets					0
Net assets acquired (purchase price)	50,954	51,635			50,954
Changes in net assets acquired (purchase price)					(681)
Less: cash acquired	(1,122)	(1,122)
Changes in less: cash acquired					0
Net cash paid	$ 49,832	$ 50,513
Changes in net cash paid					$ (681)

Revenue - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 434,353	$ 357,780	$ 1,343,346	$ 1,086,362
United States
Disaggregation of Revenue [Line Items]
Total revenue	424,513	347,093	1,305,292	1,056,324
Canada
Disaggregation of Revenue [Line Items]
Total revenue	$ 9,840	$ 10,687	$ 38,054	$ 30,038

Revenue - Schedule of Revenue by Major Product and Service Line (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Topic 842	$ 129,349	$ 115,480	$ 412,400	$ 352,155
Topic 606	305,004	242,300	930,946	734,207
Total	434,353	357,780	1,343,346	1,086,362
Total rental revenue
Disaggregation of Revenue [Line Items]
Topic 842	112,373	110,054	339,896	322,634
Topic 606	5,836	4,956	18,770	13,576
Total	118,209	115,010	358,666	336,210
Rental
Disaggregation of Revenue [Line Items]
Topic 842	112,373	110,054	339,896	322,634
Topic 606	0	0	0	0
Total	112,373	110,054	339,896	322,634
Shipping and handling
Disaggregation of Revenue [Line Items]
Topic 842	0	0	0	0
Topic 606	5,836	4,956	18,770	13,576
Total	5,836	4,956	18,770	13,576
Total sales and services
Disaggregation of Revenue [Line Items]
Topic 842	16,976	5,426	72,504	29,521
Topic 606	299,168	237,344	912,176	720,631
Total	316,144	242,770	984,680	750,152
Equipment sales
Disaggregation of Revenue [Line Items]
Topic 842	12,760	4,456	56,535	20,572
Topic 606	270,319	206,447	829,951	636,023
Total	283,079	210,903	886,486	656,595
Parts and services
Disaggregation of Revenue [Line Items]
Topic 842	4,216	970	15,969	8,949
Topic 606	28,849	30,897	82,225	84,608
Total	$ 33,065	$ 31,867	$ 98,194	$ 93,557

Revenue - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Net receivables related to contracts with customers	$ 61.2	$ 98.0
Net receivables related to rental contracts and other	95.1	95.1
Deferred rent revenue	3.0	3.0
Customer deposits	19.6	$ 29.6
Performance obligation satisfied, revenue recognized	$ 28.9
Expected duration	1 year

Revenue - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 170,514	$ 212,347
Less: allowance for doubtful accounts	(14,209)	(19,241)
Accounts receivable, net	$ 156,305	$ 193,106

Sales-Type Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Sales-Type Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Equipment sales	$ 12,760	$ 7,099	$ 56,535	$ 27,007
Cost of equipment sales	11,714	5,938	54,354	23,073
Gross profit	1,046	1,161	2,181	3,934
Sales-type lease, rental contracts	7,100	5,100	22,200	15,600
Interest income	$ 4,500	$ 2,700	$ 12,300	$ 7,800

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory [Line Items]
Inventory	$ 888,755	$ 596,724
Whole goods
Inventory [Line Items]
Inventory	750,047	468,557
Aftermarket parts and services inventory
Inventory [Line Items]
Inventory	$ 138,708	$ 128,167

Floor Plan Financing - Schedule of Floor Plan Payables (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument, Redemption [Line Items]
Trade floor plan payables	$ 194,929	$ 136,634
Non-trade floor plan payables	396,891	293,536
Daimler Truck Financial
Debt Instrument, Redemption [Line Items]
Trade floor plan payables	131,637	105,447
PACCAR Financial Services
Debt Instrument, Redemption [Line Items]
Trade floor plan payables	63,292	31,187
PNC Equipment Finance, LLC
Debt Instrument, Redemption [Line Items]
Non-trade floor plan payables	$ 396,891	$ 293,536

Floor Plan Financing - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Aug. 25, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Interest expense		$ 10.1	$ 3.6	$ 25.0	$ 7.5
Daimler Truck Financial \| ABL Facility
Debt Instrument [Line Items]
Debt instrument, interest free period				150 days
Maximum borrowing capacity		175.0		$ 175.0
Daimler Truck Financial \| ABL Facility \| Prime Rate
Debt Instrument [Line Items]
Debt instrument, basis spread				0.80%
PACCAR Financial Corp \| ABL Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		75.0		$ 75.0
PACCAR Financial Corp \| ABL Facility \| Prime Rate
Debt Instrument [Line Items]
Debt instrument, basis spread				0.71%
PNC Equipment Finance, LLC \| ABL Facility \| ABL Facility \| PNC Equipment Finance, LLC
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 400.0		$ 400.0
Renewal term	2 years
PNC Equipment Finance, LLC \| ABL Facility \| Secured Overnight Financing Rate (SOFR) \| ABL Facility \| PNC Equipment Finance, LLC
Debt Instrument [Line Items]
Debt instrument, basis spread				3.00%

Rental Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Rental equipment	$ 1,399,840	$ 1,360,205
Less: accumulated depreciation	(475,525)	(476,531)
Rental equipment, net	$ 924,315	$ 883,674

Long-Term Debt - Schedule of Debt Obligations and Associated Interest Rates (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jan. 13, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt outstanding	$ 1,451,186		$ 1,389,392
Deferred financing fees	(23,838)		(27,686)
Total debt net of deferred financing fees	1,427,348		1,361,706
Less: current maturities	(1,286)		(6,940)
Long-term debt	1,426,062		1,354,766
Notes payable
Debt Instrument [Line Items]
Total debt outstanding	$ 24,986		$ 31,661
Notes payable \| Minimum
Debt Instrument [Line Items]
Debt interest rate	3.10%		3.10%
Notes payable \| Maximum
Debt Instrument [Line Items]
Debt interest rate	5.00%		5.00%
ABL Facility \| ABL Facility \| Line of Credit
Debt Instrument [Line Items]
Total debt outstanding	$ 492,400		$ 437,731
Debt interest rate	7.20%		6.10%
2029 Secured Notes \| 2029 Secured Notes
Debt Instrument [Line Items]
Total debt outstanding	$ 920,000		$ 920,000
Debt interest rate	5.50%		5.50%
2023 Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Total debt outstanding	$ 13,800		$ 0
Debt interest rate	5.80%	5.75%	0.00%

Long-Term Debt - Narrative (Details) - USD ($) $ in Millions	Mar. 27, 2023	Jan. 13, 2023	Sep. 30, 2023	Dec. 31, 2022
2023 Credit Facility \| ABL Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 18.0
Proceeds from lines of credit		13.7
Line of credit facility		$ 4.2
Debt interest rate		5.75%	5.80%	0.00%
Balloon payment to be paid		$ 0.1
ABL Facility \| ABL Facility
Debt Instrument [Line Items]
Remaining borrowing capacity			$ 254.5
ABL Facility \| ABL Facility \| ABL Facility
Debt Instrument [Line Items]
Debt interest rate			7.20%	6.10%
ABL Facility \| ABL Facility \| Minimum \| Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread	0.50%
ABL Facility \| ABL Facility \| Minimum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread	1.50%
ABL Facility \| ABL Facility \| Minimum \| Canadian Dollar Offer Rate (CDOR)
Debt Instrument [Line Items]
Debt instrument, basis spread	1.50%
ABL Facility \| ABL Facility \| Maximum \| Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread	1.00%
ABL Facility \| ABL Facility \| Maximum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread	2.00%
ABL Facility \| ABL Facility \| Maximum \| Canadian Dollar Offer Rate (CDOR)
Debt Instrument [Line Items]
Debt instrument, basis spread	2.00%
Letter of Credit \| ABL Facility
Debt Instrument [Line Items]
Outstanding borrowings			$ 3.1

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Potentially dilutive shares excluded in aggregate (in shares)	29,100	26,400	29,000	25,400
Net Income (Loss)
Basic earnings	$ 9,180	$ (2,382)	$ 34,590	$ 7,968
Dilutive common share equivalents	0	0	0	0
Diluted earnings	$ 9,180	$ (2,382)	$ 34,590	$ 7,968
Weighted Average Shares
Basic (in shares)	245,810	247,704	245,987	247,448
Dilutive common share equivalents (in shares)	784	0	822	478
Diluted earnings (in shares)	246,594	247,704	246,809	247,926
Per Share Amount
Basic (in dollars per share)	$ 0.04	$ (0.01)	$ 0.14	$ 0.03
Diluted (in dollars per share)	$ 0.04	$ (0.01)	$ 0.14	$ 0.03

Equity (Details) $ / shares in Units, $ in Millions		3 Months Ended	9 Months Ended
Equity (Details) $ / shares in Units, $ in Millions	Jul. 31, 2019 trading_day $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 14, 2023 USD ($)	Dec. 31, 2022 $ / shares shares	Aug. 02, 2022 USD ($)
Business Acquisition [Line Items]
Preferred stock authorized (in shares) \| shares		10,000,000	10,000,000		10,000,000
Preferred stock par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock outstanding (in shares) \| shares		0	0		0
Preferred stock issued (in shares) \| shares		0	0		0
Stock repurchase program, amount authorized \| $				$ 25.0		$ 30.0
Common stock repurchases (in shares) \| shares		2,500,000	3,100,000
Repurchase of common stock value \| $		$ 15.8	$ 20.1
Amount available under repurchase program \| $		$ 24.4	$ 24.4
Nesco Owner \| Additional Shares if Common Stock Exceeds $13 Per Share or $16 Per Share \| Common Stock \| Capitol
Business Acquisition [Line Items]
Contingent consideration, additional shares (up to) (in shares) \| shares	1,800,000
Contingent consideration, incremental shares transferred (in shares) \| shares	900,000
Consecutive trading days threshold \| trading_day	30
Nesco Owner \| Additional Shares if Common Stock Exceeds $13 Per Share \| Capitol
Business Acquisition [Line Items]
Contingent consideration stock price trigger (in dollars per share) \| $ / shares	$ 13.00
Nesco Owner \| Additional Shares if Common Stock Exceeds $13 Per Share \| Common Stock \| Capitol
Business Acquisition [Line Items]
Contingent consideration stock price trigger (in dollars per share) \| $ / shares	13.00
Nesco Owner \| Additional Shares if Common Stock Exceeds $16 Per Share \| Capitol
Business Acquisition [Line Items]
Contingent consideration stock price trigger (in dollars per share) \| $ / shares	16.00
Nesco Owner \| Additional Shares if Common Stock Exceeds $16 Per Share \| Common Stock \| Capitol
Business Acquisition [Line Items]
Contingent consideration stock price trigger (in dollars per share) \| $ / shares	$ 16.00
Trading days threshold \| trading_day	20
Nesco Owner \| Additional Shares if Common Stock Exceeds $19 Per Share \| Capitol
Business Acquisition [Line Items]
Contingent consideration, additional shares (up to) (in shares) \| shares	1,651,798
Contingent consideration stock price trigger (in dollars per share) \| $ / shares	$ 19.00
Trading days threshold \| trading_day	20
Consecutive trading days threshold \| trading_day	30
Contingent consideration term (in years)	7 years
Share price consideration (in dollars per share) \| $ / shares	$ 19.00

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 603	$ 3,012
Carrying Value \| Other notes payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	24,986	31,661
Fair Value \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0	0
Fair Value \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0	0
Fair Value \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	603	3,012
Fair Value \| Other notes payable \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	0	0
Fair Value \| Other notes payable \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	24,986	31,661
Fair Value \| Other notes payable \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	0	0
2029 Secured Notes \| Carrying Value \| 2029 Secured Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	920,000	920,000
2029 Secured Notes \| Fair Value \| 2029 Secured Notes \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	0	0
2029 Secured Notes \| Fair Value \| 2029 Secured Notes \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	809,600	814,200
2029 Secured Notes \| Fair Value \| 2029 Secured Notes \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	0	0
2023 Credit Facility \| Carrying Value \| Line of Credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	13,800
2023 Credit Facility \| Fair Value \| Line of Credit \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	0
2023 Credit Facility \| Fair Value \| Line of Credit \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	13,800
2023 Credit Facility \| Fair Value \| Line of Credit \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	0
ABL Facility \| ABL Facility \| Carrying Value \| Line of Credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	492,400	437,731
ABL Facility \| ABL Facility \| Fair Value \| Line of Credit \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	0	0
ABL Facility \| ABL Facility \| Fair Value \| Line of Credit \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	492,400	437,731
ABL Facility \| ABL Facility \| Fair Value \| Line of Credit \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other notes payable	$ 0	$ 0

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 432	$ 4,349	$ 2,683	$ 7,273
Effective tax rate			7.00%	48.00%

Commitments and Contingencies (Details) - USD ($) $ in Millions	Oct. 28, 2020	Sep. 30, 2023
Tax Year 2015
Loss Contingencies [Line Items]
Tax assessment amount	$ 2.4
Nesco Holdings \| Custom Truck \| Sellers
Loss Contingencies [Line Items]
Estimate of possible loss		$ 10.0
Buyer \| Custom Truck \| Sellers
Loss Contingencies [Line Items]
Estimate of possible loss		$ 8.5

Related Parties - Narrative (Details) $ in Millions	1 Months Ended
Related Parties - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($)
Affiliated Entity \| Companies Management and Immediate Families
Related Party Transaction [Line Items]
Purchases with related party	$ 15.4

Related Parties - Schedule of Related Party Transactions in Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Total revenues from transactions with related parties	$ 434,353	$ 357,780	$ 1,343,346	$ 1,086,362
Expenses incurred from transactions with related parties included in cost of revenue	327,197	269,608	1,015,910	830,939
Expenses incurred from transactions with related parties included in operating expenses	69,145	65,065	209,962	203,763
Related Party
Related Party Transaction [Line Items]
Total revenues from transactions with related parties	4,728	8,385	23,231	27,128
Expenses incurred from transactions with related parties included in cost of revenue	239	297	1,091	2,109
Expenses incurred from transactions with related parties included in operating expenses	$ 1,391	$ 1,398	$ 4,154	$ 4,635

Related Parties - Schedule of Related Party Transactions in Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accounts receivable from related parties	$ 156,305	$ 193,106
Accounts payable to related parties	130,466	87,255
Related Party
Related Party Transaction [Line Items]
Accounts receivable from related parties	695	5,053
Accounts payable to related parties	$ 140	$ 36

Segments - Narrative (Details)	9 Months Ended
Segments - Narrative (Details)	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	3

Segments - Schedule of Company’s Segment Results (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total revenue	$ 434,353	$ 357,780	$ 1,343,346	$ 1,086,362
Depreciation of rental equipment	42,469	42,612	126,415	130,900
Total cost of revenue	327,197	269,608	1,015,910	830,939
Gross Profit	107,156	88,172	327,436	255,423
ERS
Segment Reporting Information [Line Items]
Total revenue	167,104	149,130	541,550	459,353
Depreciation of rental equipment	41,652	41,776	123,969	128,126
Total cost of revenue	109,093	96,012	362,694	308,652
Gross Profit	58,011	53,118	178,856	150,701
TES
Segment Reporting Information [Line Items]
Total revenue	230,904	173,782	691,481	522,921
Depreciation of rental equipment	0	0	0	0
Total cost of revenue	191,084	146,573	571,592	444,798
Gross Profit	39,820	27,209	119,889	78,123
APS
Segment Reporting Information [Line Items]
Total revenue	36,345	34,868	110,315	104,088
Depreciation of rental equipment	817	836	2,446	2,774
Total cost of revenue	27,020	27,023	81,624	77,489
Gross Profit	9,325	7,845	28,691	26,599
Rental
Segment Reporting Information [Line Items]
Total revenue	118,209	115,010	358,666	336,210
Cost of revenue	29,874	28,207	91,754	82,791
Rental \| ERS
Segment Reporting Information [Line Items]
Total revenue	114,929	112,009	346,545	325,679
Rental \| TES
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Rental \| APS
Segment Reporting Information [Line Items]
Total revenue	3,280	3,001	12,121	10,531
Equipment sales
Segment Reporting Information [Line Items]
Total revenue	283,079	210,903	886,486	656,595
Cost of revenue	228,912	173,588	720,303	545,461
Equipment sales \| ERS
Segment Reporting Information [Line Items]
Total revenue	52,175	37,121	195,005	133,674
Cost of revenue	37,828	27,015	148,711	100,663
Equipment sales \| TES
Segment Reporting Information [Line Items]
Total revenue	230,904	173,782	691,481	522,921
Cost of revenue	191,084	146,573	571,592	444,798
Equipment sales \| APS
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Cost of revenue	0	0	0	0
Parts and services
Segment Reporting Information [Line Items]
Total revenue	33,065	31,867	98,194	93,557
Cost of revenue	25,942	25,201	77,438	71,787
Parts and services \| ERS
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Parts and services \| TES
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Parts and services \| APS
Segment Reporting Information [Line Items]
Total revenue	33,065	31,867	98,194	93,557
Rentals/parts and services
Segment Reporting Information [Line Items]
Cost of revenue	55,816	53,408	169,192	154,578
Rentals/parts and services \| ERS
Segment Reporting Information [Line Items]
Cost of revenue	29,613	27,221	90,014	79,863
Rentals/parts and services \| TES
Segment Reporting Information [Line Items]
Cost of revenue	0	0	0	0
Rentals/parts and services \| APS
Segment Reporting Information [Line Items]
Cost of revenue	$ 26,203	$ 26,187	$ 79,178	$ 74,715

Segments - Schedule of Reconciliation of Consolidated Gross Profit to Consolidated Income Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting [Abstract]
Gross Profit	$ 107,156	$ 88,172	$ 327,436	$ 255,423
Selling, general and administrative expenses	56,955	49,835	171,974	152,269
Amortization	6,698	6,794	19,976	27,000
Non-rental depreciation	2,602	1,938	7,973	7,302
Transaction expenses and other	2,890	6,498	10,039	17,192
Interest expense, net	34,144	22,887	94,945	62,324
Financing and other income	(5,745)	(1,747)	(14,744)	(25,905)
Income Before Income Taxes	$ 9,612	$ 1,967	$ 37,273	$ 15,241

Segments - Schedule of Total Assets by Country (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Assets	$ 3,227,670	$ 2,938,212
United States
Segment Reporting Information [Line Items]
Assets	3,109,472	2,830,958
Canada
Segment Reporting Information [Line Items]
Assets	$ 118,198	$ 107,254