# Custom Truck One Source, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Custom Truck One Source, Inc.](/companies/ctos.md) (CIK 1709682)
- Form: 10-Q
- Filed: 2025-07-30
- Accepted by EDGAR: Jul 30, 2025, 16:13 ET
- Period: 2025-06-30
- Accession: 0001709682-25-000031
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1709682/000170968225000031/ctos-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1709682/000170968225000031/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $392.2m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $699.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $408.9m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $745.6m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $102.5m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-01-01 to 2025-06-30 | $188.1m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $59.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $118.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $27.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $40.3m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $17.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $9.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$28.4m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$46.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.13 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.20 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.13 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.20 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 226,477,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 227,371,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $181.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $32.6m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $5.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $1.33bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $3.58bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $1.06bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-06-30 | $1.59bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $23.1m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-06-30 | $790.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 43,070 characters.

### 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 “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “suggests,” “plans,” “targets,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” “could,” “would,” 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, changes in U.S. trade policy including tariffs, our inability to obtain raw materials, component parts and/or finished goods in a timely and cost-effective manner, and our inability to manage our rental equipment in an effective manner;
- competition in the equipment dealership and rental industries;
- our sales order backlog may not be indicative of the level of our future revenues;
- increases in unionization rate in our workforce;
- our inability to attract and retain key personnel, including our management and skilled technicians;
- 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;
- any further increase in the cost of new equipment that we purchase for use in our rental fleet or for sale as inventory; and aging or obsolescence of our existing equipment, and the fluctuations of market value thereof;
- disruptions in our supply chain;
- our business may be impacted by government spending;
- we may experience losses in excess of our recorded reserves for receivables;
- uncertainty relating to macroeconomic conditions, unfavorable conditions in the capital and credit markets and our customers’ 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;
- our strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations and could create general customer uncertainty;
- the interest of our majority stockholder, which may not be consistent with the other stockholders;
- volatility of our common stock market price;
- our significant indebtedness, which may adversely affect our financial position, limit our available cash and our access to additional capital, prevent us from growing our business and increase our risk of default;
- our inability to generate cash, which could lead to a default;
- significant operating and financial restrictions imposed by our debt agreements;
- changes in interest rates, which could increase our debt service obligations on the variable rate indebtedness and decrease our net income and cash flows;
- disruptions or security compromises affecting our information technology systems or those of our critical services providers could adversely affect our operating results by subjecting us to liability, and limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, or implement strategic initiatives;
- we are subject to complex laws and regulations, including environmental and safety regulations that can adversely affect cost, manner or feasibility of doing business;
- 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, 2024 and in Part II, Item 1A of this report, for additional risks.

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, forestry, waste management 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”).

### 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 as well as upfit services. Parts and service revenue is derived from maintenance and repair services, and parts, tools and accessories sold directly to customers. Rental revenue excludes active rental contracts which qualify to be accounted for as sales-type leases.

*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 and parts and services 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, including active rental contracts which qualify to be accounted for as sales-type leases.

*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 costs.

*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.

*Transaction expenses and other —* Transaction expenses and other include costs related to acquisitions of businesses; costs associated with closed operations; costs associated with restructuring and business optimization activities (inclusive of systems establishment costs); employee retention and/or severance costs; costs related to start-up/preopenings and openings of locations; reconfiguration or consolidation of facilities and equipment conversion costs.

*Financing and other expense (income) —* Financing and other expense (income) reflects the financing expense (income) associated with lease agreements qualifying to be accounted for as a sales-type lease, 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 expense (income) are the unrealized remeasurement gains and losses related to derivative financial instruments.

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

*Income Tax Expense (Benefit) —* 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.

### Operating Metrics

We consider the following key operational metrics, which are consistent with those defined by the American Rental Association, 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 at the end of the measurement period. OEC represents the original equipment cost, and excludes the effect of adjustments to rental equipment fleet acquired in business combinations. OEC 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 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 June 30, 2025, this equipment (the “rental fleet”) is comprised of approximately 10,300 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 the majority 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.

### Results of Operations

### Three and six months ended June 30, 2025, compared to the same periods in 2024

#### Condensed Consolidated Results of Operations

| (in $000s) | Three Months Ended June 30, 2025 | % of revenue | June 30, 2024 | % of revenue | $ Change | % change | March 31, 2025 | % of revenue |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Rental revenue | $120,814 | 23.6% | $102,997 | 24.3% | $17,817 | 17.3% | $116,261 | 27.5% |
| Equipment sales | 356,112 | 69.6% | 285,633 | 67.5% | 70,479 | 24.7% | 273,863 | 64.9% |
| Parts sales and services | 34,557 | 6.8% | 34,383 | 8.1% | 174 | 0.5% | 32,108 | 7.6% |
| Total revenue | 511,483 | 100.0% | 423,013 | 100.0% | 88,470 | 20.9% | 422,232 | 100.0% |
| Cost of revenue, excluding rental equipment depreciation | 354,934 | 69.4% | 289,161 | 68.4% | 65,773 | 22.7% | 286,605 | 67.9% |
| Depreciation of rental equipment | 54,007 | 10.6% | 44,585 | 10.5% | 9,422 | 21.1% | 50,091 | 11.9% |
| Gross profit | 102,542 | 20.0% | 89,267 | 21.1% | 13,275 | 14.9% | 85,536 | 20.3% |
| Operating expenses | 74,611 |  | 71,593 |  | 3,018 | 4.2% | 73,131 |  |
| Operating income | 27,931 |  | 17,674 |  | 10,257 | 58.0% | 12,405 |  |
| Total other expense | 38,833 |  | 39,082 |  | (249) | (0.6)% | 37,897 |  |
| Income (loss) before income taxes | (10,902) |  | (21,408) |  | 10,506 | (49.1)% | (25,492) |  |
| Income tax expense (benefit) | 17,478 |  | 3,070 |  | 14,408 | 469.3% | (7,701) |  |
| Net income (loss) | $(28,380) |  | $(24,478) |  | $(3,902) | 15.9% | $(17,791) |  |

| (in $000s) | Six Months Ended June 30, 2025 | % of revenue | 2024 | % of revenue | $ Change | % of change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Rental revenue | $237,075 | 25.4% | $209,168 | 25.1% | $27,907 | 13.3% |
| Equipment sales | 629,975 | 67.5% | 558,235 | 66.9% | 71,740 | 12.9% |
| Parts sales and services | 66,665 | 7.1% | 66,917 | 8.0% | (252) | (0.4)% |
| Total revenue | 933,715 | 100.0% | 834,320 | 100.0% | 99,395 | 11.9% |
| Cost of revenue, excluding rental equipment depreciation | 641,539 | 68.7% | 566,015 | 67.8% | 75,524 | 13.3% |
| Depreciation of rental equipment | 104,098 | 11.1% | 88,329 | 10.6% | 15,769 | 17.9% |
| Gross profit | 188,078 | 20.1% | 179,976 | 21.6% | 8,102 | 4.5% |
| Operating expenses | 147,742 |  | 143,932 |  | 3,810 | 2.6% |
| Operating income | 40,336 |  | 36,044 |  | 4,292 | 11.9% |
| Total other expense | 76,730 |  | 73,735 |  | 2,995 | 4.1% |
| Income (loss) before income taxes | (36,394) |  | (37,691) |  | 1,297 | (3.4)% |
| Income tax expense | 9,777 |  | 1,122 |  | 8,655 | 771.4% |
| Net income (loss) | $(46,171) |  | $(38,813) |  | $(7,358) | 19.0% |

23

**Total Revenue -** The increase in total revenue for the three and six months ended June 30, 2025, compared to the same periods in 2024 is a result of strong new equipment sales during second quarter of 2025 as well as higher rental revenue driven by higher average OEC on rent.

**Cost of Revenue, Excluding Rental Equipment Depreciation -** The increase in cost of revenue, excluding rental equipment depreciation for the three and six months ended June 30, 2025, compared to the same periods in 2024, was driven primarily by the increase in equipment sales volume during the quarter.

**Depreciation of Rental Equipment -** Depreciation of our rental equipment increased in the three and six months ended June 30, 2025, compared to the same periods in 2024, as a result of higher rental equipment levels.

**Operating Expenses -** Operating expenses increased in the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily as a result of an increase in general and administrative expenses due to increased compensation.

**Total Other Expense -** Other expense remained flat for the three months ended June 30, 2025, compared to the same period in 2024, and increased for the six months ended June 30, 2025, compared to the same period in 2024 primarily due to a decrease in interest income from financing receivables.

**Income Tax Expense (Benefit)** - Income tax expense for the three and six months ended June 30, 2025 was $17.5 million and $9.8 million, respectively. Income tax expense for the three months ended June 30, 2025 reflects an adjustment to our estimated annual effective tax rate resulting from changes in expected taxable income in different tax jurisdictions. Despite this change, we expect annual cash taxes to be paid to remain at a level consistent with previous years.

**Net Income (loss) -** Net loss increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to higher income tax expense.

#### Operating Metrics

We principally evaluate operational performance based on the following metrics: ending OEC, 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.

| (in $000s) | Three Months Ended June 30, 2025 | June 30, 2024 | Change | % Change | March 31, 2025 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Ending OEC | $1,560,704 | $1,457,955 | $102,749 | 7.0% | $1,548,210 | 0.8% |
| Average OEC on rent | $1,207,231 | $1,044,683 | $162,548 | 15.6% | $1,177,271 | 2.5% |
| Fleet utilization | 77.6% | 71.7% | 5.9% | 8.2% | 76.9% | 0.9% |
| OEC on rent yield | 38.6% | 40.0% | (1.4)% | (3.5)% | 38.5% | 0.3% |
| Sales order backlog | $334,805 | $478,244 | $(143,439) | (30.0)% | $420,149 | (20.3)% |

| (in $000s) | Six Months Ended June 30, 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Ending OEC | $1,560,704 | $1,457,955 | $102,749 | 7.0% |
| Average OEC on rent | $1,192,333 | $1,055,189 | $137,144 | 13.0% |
| Fleet utilization | 77.3% | 72.4% | 4.9% | 6.8% |
| OEC on rent yield | 38.3% | 40.3% | (2.0)% | (5.0)% |
| Sales order backlog | $334,805 | $478,244 | $(143,439) | (30.0)% |

24

#### Operating Results by Segment

### Equipment Rental Solutions (ERS) Segment

| (in $000s) | Three Months Ended June 30, 2025 | June 30, 2024 | $ Change | % Change | March 31, 2025 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Rental revenue | $117,728 | $100,699 | $17,029 | 16.9% | $112,965 | 4.2% |
| Equipment sales | 52,744 | 37,712 | 15,032 | 39.9% | 41,383 | 27.5% |
| Total revenue | 170,472 | 138,411 | 32,061 | 23.2% | 154,348 | 10.4% |
| Cost of rental revenue | 30,328 | 29,281 | 1,047 | 3.6% | 30,388 | (0.2)% |
| Cost of equipment sales | 40,396 | 25,792 | 14,604 | 56.6% | 31,007 | 30.3% |
| Depreciation of rental equipment | 53,303 | 43,581 | 9,722 | 22.3% | 49,324 | 8.1% |
| Total cost of revenue | 124,027 | 98,654 | 25,373 | 25.7% | 110,719 | 12.0% |
| Gross profit | $46,445 | $39,757 | $6,688 | 16.8% | $43,629 | 6.5% |

| (in $000s) | Six Months Ended June 30, 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Rental revenue | $230,693 | $203,987 | $26,706 | 13.1% |
| Equipment sales | 94,127 | 70,452 | 23,675 | 33.6% |
| Total revenue | 324,820 | 274,439 | 50,381 | 18.4% |
| Cost of rental revenue | 60,716 | 59,081 | 1,635 | 2.8% |
| Cost of equipment sales | 71,403 | 49,890 | 21,513 | 43.1% |
| Depreciation of rental equipment | 102,627 | 86,278 | 16,349 | 18.9% |
| Total cost of revenue | 234,746 | 195,249 | 39,497 | 20.2% |
| Gross profit | $90,074 | $79,190 | $10,884 | 13.7% |

**Total Revenue -** The increase in total revenue for the ERS segment for the three and six months ended June 30, 2025, compared to the same periods in 2024, was due to an increase in rental revenue and rental equipment sales. Rental revenue increased as a result of higher fleet utilization of 5.9% and 4.9% for the three and six months ended June 30, 2025, respectively; driven by higher average OEC on rent. Rental equipment sales increased due to steady performance and demand in the utility market for transmission and distribution jobs.

**Cost of Revenue -** The increase in total cost of revenue for the three and six months ended June 30, 2025, compared to the same periods in 2024, was largely due to the increase in rental equipment sales volume.

**Depreciation -** Depreciation of our rental equipment increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, as a result of higher rental equipment levels.

**Gross Profit -** The increase in gross profit for the three and six months ended June 30, 2025, compared to the same periods in 2024, was due to the increase in rental revenues and equipment sales for the period.

### Truck and Equipment Sales (TES) Segment

| (in $000s) | Three Months Ended June 30, 2025 | June 30, 2024 | $ Change | % Change | March 31, 2025 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Equipment sales | $303,368 | $247,921 | $55,447 | 22.4% | $232,480 | 30.5% |
| Cost of equipment sales | 256,276 | 205,526 | 50,750 | 24.7% | 197,470 | 29.8% |
| Gross profit | $47,092 | $42,395 | $4,697 | 11.1% | $35,010 | 34.5% |

| (in $000s) | Six Months Ended June 30, 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Equipment sales | $535,848 | $487,783 | $48,065 | 9.9% |
| Cost of equipment sales | 453,746 | 402,228 | 51,518 | 12.8% |
| Gross profit | $82,102 | $85,555 | $(3,453) | (4.0)% |

**Equipment Sales -** Equipment sales increased for the three and six months ended June 30, 2025, compared to the same periods in 2024. The increase in new equipment sales is driven by robust demand for vocational vehicles across our end markets, particularly intra-quarter demand from local and regional customers.

**Cost of Equipment Sales -** Cost of equipment sales increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, due to the increase in equipment sales volume.

**Gross Profit -** Gross profit increased for the three months ended June 30, 2025 compared to the same period in 2024 due to the mix of equipment sold. The decrease in gross profit for the six months ended June 30, 2025, compared to the same period in 2024, was due to the pricing pressures on truck sales as well as the mix of equipment sold.

### Aftermarket Parts and Services (APS) Segment

| (in $000s) | Three Months Ended June 30, 2025 | June 30, 2024 | $ Change | % Change | March 31, 2025 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Rental revenue | $3,086 | $2,298 | $788 | 34.3% | $3,296 | (6.4)% |
| Parts and services revenue | 34,557 | 34,383 | 174 | 0.5% | 32,108 | 7.6% |
| Total revenue | 37,643 | 36,681 | 962 | 2.6% | 35,404 | 6.3% |
| Cost of revenue | 27,934 | 28,562 | (628) | (2.2)% | 27,740 | 0.7% |
| Depreciation of rental equipment | 704 | 1,004 | (300) | (29.9)% | 767 | (8.2)% |
| Total cost of revenue | 28,638 | 29,566 | (928) | (3.1)% | 28,507 | 0.5% |
| Gross profit | $9,005 | $7,115 | $1,890 | 26.6% | $6,897 | 30.6% |

| (in $000s) | Six Months Ended June 30, 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Rental revenue | $6,382 | $5,181 | $1,201 | 23.2% |
| Parts and services revenue | 66,665 | 66,917 | (252) | (0.4)% |
| Total revenue | 73,047 | 72,098 | 949 | 1.3% |
| Cost of revenue | 55,674 | 54,816 | 858 | 1.6% |
| Depreciation of rental equipment | 1,471 | 2,051 | (580) | (28.3)% |
| Total cost of revenue | 57,145 | 56,867 | 278 | 0.5% |
| Gross profit | $15,902 | $15,231 | $671 | 4.4% |

**Total Revenue -** Total revenue was flat for the three and six months ended June 30, 2025, compared to the same periods in 2024.

**Cost of Revenue -** Cost of revenue was flat for the three and six months ended June 30, 2025, compared to the same periods in 2024.

**Gross Profit -** The increase in gross profit for the three and six months ended June 30, 2025, compared to the same periods in 2024, was primarily driven by the increase in rental revenue which has lower costs associated with it.

### 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 June 30, 2025, we had $5.3 million in cash and cash equivalents compared to $3.8 million as of December 31, 2024. As of June 30, 2025 and December 31, 2024, we had $670.5 million and $582.9 million of outstanding borrowings under our ABL Facility, respectively. Availability under the ABL Facility was $275.7 million as of June 30, 2025, and based on our borrowing base, we have an additional $231.1 million of suppressed availability that we can potentially utilize by upsizing our existing facility. For further information on the ABL Facility, see Note 7: Long-Term Debt in the Notes to the Unaudited Condensed Consolidated Financial Statements.

### Loan Covenants and Compliance

The ABL Facility contains customary negative covenants for transactions of this type, including covenants that, among other things, limit Nesco Holdings II, Inc., our wholly owned subsidiary (the “Borrower” with respect to the ABL Facility, or the “Issuer” with respect to the Indenture, defined below) and its restricted subsidiaries’ ability to: incur additional indebtedness; pay dividends, redeem stock, or make other distributions; repurchase, prepay or redeem subordinated indebtedness; make investments; create restrictions on the ability of the Borrower’s restricted subsidiaries to pay dividends; create liens; transfer or sell assets; consolidate, merge, sell, or otherwise dispose of all or substantially all of the Borrower’s assets; enter into certain transactions with the Borrower’s affiliates; and designate subsidiaries as unrestricted subsidiaries, in each case subject to certain exceptions, as well as a restrictive covenant applicable to each Specified Floor Plan Company (as defined in the ABL Credit Agreement) limiting its ability to own certain assets and engage in certain lines of business. The covenants governing the payment of dividends and making other distributions are based upon a combination of fixed amounts, percentages of Adjusted EBITDA or upon multiple pro forma measures depending on the purpose of any such dividend payments or distributions the Borrower and its restricted subsidiaries are permitted to make. Unlimited dividends under the ABL Facility may be permitted so long as, on a pro forma basis, “distribution conditions” (as defined in the ABL Credit Agreement governing the ABL Facility) are satisfied. As of June 30, 2025, the Company’s distribution conditions were satisfied and, as a result, the Company determined there were no restrictions on distributions by the Borrower and its restricted subsidiaries by the ABL Credit Agreement.

The 5.50% senior secured second lien notes due 2029 (the “2029 Secured Notes”) were issued pursuant to the indenture governing our 2029 Secured Notes (the “Indenture”) which 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’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. The covenants governing the payment of dividends and making other distributions are based upon a combination of fixed amounts, percentages of Adjusted EBITDA or upon multiple pro forma measures depending on the purpose of any such dividend payments or distributions the Issuer and its restricted subsidiaries are permitted to make. Unlimited dividends, under the Indenture, may be made so long as after giving effect to making the dividends, the Consolidated Total Debt Ratio would be no greater than 5.00 to 1.00 on a pro forma basis. As of June 30, 2025, the Company’s Consolidated Total Debt Ratio was not greater than 5.00 to 1.00 and, as a result, the Company determined there were no restrictions on distributions by the Issuer and its restricted subsidiaries by the Indenture. For further information on the ABL Facility and Indenture, see Note 8: Long-Term Debt in the Notes to the Consolidated Financial Statements under Part II, Item 8 in the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed on March 4, 2025.

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

The Company presents Net Leverage Ratio, which is equivalent to Consolidated Total Net Leverage Ratio in our ABL Credit Agreement and Consolidated Total Debt Ratio in the Indenture, is defined as Net Debt over Adjusted EBITDA for the previous twelve-month period (“last twelve months,” or “LTM”). Net debt is defined as total debt (calculated as current and long-term debt, excluding deferred financing fees, plus current and long-term finance lease obligations) minus cash and cash equivalents.

Our creditors utilize Adjusted EBITDA and Net Leverage Ratio to assess our compliance with the restrictive covenants in the ABL Credit Agreement and the Indenture. Neither Adjusted EBITDA or Net Leverage Ratio is calculated in accordance with GAAP and may not conform to the calculation of Adjusted EBITDA or Net Leverage Ratio used by other companies. Neither Adjusted EBITDA or Net leverage Ratio should be considered as a substitute for a measure of our financial performance or liquidity prepared in accordance with GAAP.

The following table provides the calculation of Adjusted EBITDA pursuant to the ABL Credit Agreement and the Indenture.

| (in $000s) | Three Months Ended June 30, 2025 | June 30, 2024 | Six Months Ended June 30, 2025 | June 30, 2024 | Three Months Ended March 31, 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Net income (loss) | $(28,380) | $(24,478) | $(46,171) | $(38,813) | $(17,791) |
| Interest expense | 26,440 | 27,003 | 52,056 | 52,018 | 25,616 |
| Income tax expense (benefit) | 17,478 | 3,070 | 9,777 | 1,122 | (7,701) |
| Depreciation and amortization | 66,426 | 57,797 | 128,937 | 113,958 | 62,511 |
| EBITDA | 81,964 | 63,392 | 144,599 | 128,285 | 62,635 |
| Adjustments: |  |  |  |  |  |
| Non-cash purchase accounting impact (1) | 3,915 | 5,260 | 8,096 | 8,220 | 4,181 |
| Transaction and integration costs (2) | 5,303 | 5,844 | 8,963 | 10,690 | 3,660 |
| Sales-type lease adjustment (3) | 471 | 1,961 | 1,017 | 4,435 | 546 |
| Share-based payments (4) | 1,775 | 3,599 | 4,179 | 6,329 | 2,404 |
| Change in fair value of derivative and warrants (5) | — | — | — | (527) | — |
| Adjusted EBITDA | $93,428 | $80,056 | $166,854 | $157,432 | $73,426 |

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

(2) Represents transaction and other costs related to acquisitions of businesses; costs associated with closed operations; costs associated with restructuring and business optimization activities (inclusive of systems establishment costs); employee retention and/or severance costs; costs related to start-up/preopenings and openings of locations; reconfiguration or consolidation of facilities or equipment conversion costs. These adjustments are presented as adjustments to net income (loss) pursuant to our ABL Credit Agreement and Indenture.

(3) Represents the impact of sales-type lease accounting for certain leases containing RPOs, as the application of sales-type lease accounting is not deemed to be representative of the ongoing cash flows of the underlying rental contracts. The adjustments are made pursuant to our ABL Credit Agreement and Indenture. The components of this adjustment are presented in the table below.

| (in $000s) | Three Months Ended June 30, 2025 | June 30, 2024 | Six Months Ended June 30, 2025 | June 30, 2024 | Three Months Ended March 31, 2025 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Equipment sales | $(984) | $(1,554) | $(3,145) | $(4,572) | $(2,161) |
| Cost of equipment sales | 949 | 1,229 | 2,788 | 4,051 | 1,839 |
| Gross margin | (35) | (325) | (357) | (521) | (322) |
| Interest income | (1,322) | (3,283) | (2,334) | (6,025) | (1,012) |
| Rental invoiced | 1,828 | 5,569 | 3,708 | 10,981 | 1,880 |
| Sales-type lease adjustment | $471 | $1,961 | $1,017 | $4,435 | $546 |

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

(5) Represents the charge to earnings for the change in fair value of the liability for warrants. On July 31, 2024, all of the Company’s stock purchase warrants expired and were unexercised.

The following table presents the calculation of Net Debt and Net Leverage Ratio:

| (in $000s) | June 30, 2025 | March 31, 2025 |
| --- | ---: | ---: |
| Current maturities of long-term debt | $23,114 | $5,966 |
| Long-term debt, net | 1,589,883 | 1,593,176 |
| Deferred financing fees | 17,705 | 18,862 |
| Less: cash and cash equivalents | (5,259) | (5,380) |
| Net Debt | $1,625,443 | $1,612,624 |
| Divided by: LTM Adjusted EBITDA (1) | 349,079 | 335,707 |
| Net Leverage Ratio | 4.66 | 4.80 |

(1) The following tables present the calculation of LTM Adjusted EBITDA for the periods ended June 30, 2025 and March 31, 2025:

| (in $000s) | Current Year To Date Period June 30, 2025 | Less: Prior Year To Date Period June 30, 2024 | Add: Prior Fiscal Year December 31, 2024 | LTM Adjusted EBITDA June 30, 2025 |
| --- | ---: | ---: | ---: | ---: |
| Net income (loss) | $(46,171) | $(38,813) | $(28,655) | $(36,013) |
| Interest expense | 52,056 | 52,018 | 105,895 | 105,933 |
| Income tax expense (benefit) | 9,777 | 1,122 | (532) | 8,123 |
| Depreciation and amortization | 128,937 | 113,958 | 235,807 | 250,786 |
| EBITDA | 144,599 | 128,285 | 312,515 | 328,829 |
| Adjustments: |  |  |  |  |
| Non-cash purchase accounting impact | 8,096 | 8,220 | 16,833 | 16,709 |
| Transaction and integration costs | 8,963 | 10,690 | 17,915 | 16,188 |
| Sales-type lease adjustment | 1,017 | 4,435 | 4,559 | 1,141 |
| Gain on sale leaseback transaction | — | — | (23,497) | (23,497) |
| Share-based payments | 4,179 | 6,329 | 11,859 | 9,709 |
| Change in fair value of warrants | — | (527) | (527) | — |
| Adjusted EBITDA | $166,854 | $157,432 | $339,657 | $349,079 |

| (in $000s) | Current Year To Date Period March 31, 2025 | Less: Prior Year To Date Period March 31, 2024 | Add: Prior Fiscal Year December 31, 2024 | LTM Adjusted EBITDA March 31, 2025 |
| --- | ---: | ---: | ---: | ---: |
| Net income (loss) | $(17,791) | $(14,335) | $(28,655) | $(32,111) |
| Interest expense | 25,616 | 25,015 | 105,895 | 106,496 |
| Income tax expense (benefit) | (7,701) | (1,948) | (532) | (6,285) |
| Depreciation and amortization | 62,511 | 56,161 | 235,807 | 242,157 |
| EBITDA | 62,635 | 64,893 | 312,515 | 310,257 |
| Adjustments: |  |  |  |  |
| Non-cash purchase accounting impact | 4,181 | 2,960 | 16,833 | 18,054 |
| Transaction and integration costs | 3,660 | 4,846 | 17,915 | 16,729 |
| Sales-type lease adjustment | 546 | 2,474 | 4,559 | 2,631 |
| Gain on sale leaseback transaction | — | — | (23,497) | (23,497) |
| Share-based payments | 2,404 | 2,730 | 11,859 | 11,533 |
| Change in fair value of warrants | — | (527) | (527) | — |
| Adjusted EBITDA | $73,426 | $77,376 | $339,657 | $335,707 |

29

### Historical Cash Flows

The following table summarizes our sources and uses of cash:

| (in $000s) | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash flow from operating activities | $181,353 | $23,408 |
| Net cash flow for investing activities | (139,807) | (98,688) |
| Net cash flow from financing activities | (39,889) | 72,973 |
| Effect of exchange rate changes on cash and cash equivalents | (203) | 57 |
| Net change in cash and cash equivalents | $1,454 | $(2,250) |

As of June 30, 2025, we had cash and cash equivalents of $5.3 million, an increase of $1.5 million from December 31, 2024. 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 from operating activities was $181.4 million for the six months ended June 30, 2025, as compared to $23.4 million in the same period of 2024. The change year over year is driven by lower levels of inventory production in 2025 compared to 2024.

#### Cash Flows for Investing Activities

Net cash used in investing activities was $139.8 million for the six months ended June 30, 2025, as compared to $98.7 million in the same period of 2024. The increase in cash used in investing activities was primarily due to an increase in purchases of rental equipment of $60.1 million.

#### Cash Flows from Financing Activities

Net cash used for financing activities was $39.9 million for the six months ended June 30, 2025, as compared to net cash from financing activities of $73.0 million in the same period of 2024. The increase in cash used for financing activities was primarily due to an increase in repayments on floorplan liabilities and long term debt of $64.1 million and lower proceeds from floorplan liabilities and long term debt of $40.0 million.

## Market risk

As filed, 1,705 characters.

### 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 the ABL 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 June 30, 2025, we had $1,460.7 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 $1.8 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. We do not currently hedge our interest rate exposure.

### Foreign currency exchange rate risk

During the six months ended June 30, 2025, we generated $20.6 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 $0.4 million on an annual basis. We do not currently hedge our exchange rate exposure.

## Controls and procedures

As filed, 852 characters.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Securities Exchange Act Rules 13a-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

(b) Changes to Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 133 characters.

No material changes occurred to the risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Filed Jul 30, 2025.
Source: SEC EDGAR, the filing index for accession 0001709682-25-000031. Last ingested by Listed: Oct 26, 2026, 16:16 ET. No prices; not investment advice.