Custom Truck One Source Announces Leadership Transition Plan

– Appoints an interim Chief Financial Officer –

– Provides preliminary revenue, net loss and adjusted EBITDA ranges for the first quarter of 2022 –

KANSAS CITY, Mo., April 26, 2022 /PRNewswire/ — Custom Truck One Source, Inc. (“Custom Truck One Source” or the “Company”) (NYSE: CTOS) today announced that Todd Barretteaccounting director, will be appointed interim financial director as of May 13, 2022at the same time as the resignation of Brad Meader, the company’s current chief financial officer. Mr. Meader, who will remain with the Company until May 27, 2022, and will help with the transition, informed the Company of his intention to resign for another opportunity in a private company. The Custom Truck One Source Board of Directors has initiated the search for a successor to Mr. Meader.

Custom Truck One Source Provides Preliminary First Quarter 2022 Revenue Range of $363 million for $366 milliona net loss range of $10 million for $8 millionand an adjusted EBITDA range of $90 million for $93 million. The Company is expected to release its first quarter 2022 financial results after market close on Tuesday, May 10, 2022.

Fred RossCEO of Custom Truck One Source, said, “Given our strong finance team in place, we look forward to a smooth transition under Todd’s leadership. On behalf of everyone at Custom Truck and our Board of Directors, we thank Brad for his many years of service and many contributions to the Company, and wish him the best in his new venture. »

Mr. Barrett, 51, has served as the firm’s chief accounting officer since 2019. Prior to joining the firm, Mr. Barrett worked at Ernst & Young LLP for over 20 years and was a partner from 2008 to 2018. Mr. Barrett earned a bachelor’s degree in business administration from The Ohio State University.

NON-GAAP FINANCIAL MEASURE
In addition to its results determined in accordance with US GAAP, the Company believes that Adjusted EBITDA, a non-GAAP financial measure, is useful in evaluating its operating performance.

Adjusted EBITDA is defined as net profit (loss) plus interest expense, provision for income taxes, depreciation and amortization, and further adjusted for the accounting impact of purchases excluding cash, transaction and process improvement costs, including business integration expenses, share-based payments, change in fair value of derivative instruments, adjustment of lease-purchase agreements and other special charges that are not expected to spawn. This non-GAAP measure is subject to certain limitations.

The following table provides a reconciliation between the preliminary net loss for the first quarter of 2022 and the adjusted EBITDA:



Quarter ended March 31, 2022

(in millions of dollars)


Low


High

Net profit (loss)


$ (10)


$ (8)

Interest expense


21


21

Income tax expense (benefit)


1


1

Depreciation and amortization


63


63

EBITDA


75


77

Adjustments:





Accounting impact of undisbursed purchases (1)


8


9

Transaction and integration costs (2)


5


5

Sale type lease adjustment (3)


1


1

Share-based payments (4)


3


4

Change in fair value of derivatives and warrants (5)


(2)


(3)

Adjusted EBITDA


$90


$93

(1)

Represents the non-cash impact of accounting for purchases, net of accumulated amortization, on the cost of equipment and inventory sold. The acquired equipment and inventory has been subject to a purchase accounting accretion, which is a non-cash adjustment to the cost of the equipment in accordance with our credit agreement.

(2)

Represents transaction costs related to business acquisitions, including post-acquisition integration costs, which are recognized as operating expenses in our Consolidated Statements of Comprehensive Income. These expenses include professional consulting, legal, tax and accounting fees. Also included are costs related to the integration of acquired companies.

(3)

Represents the adjustment for the impact of lease-purchase accounting for certain leases that contain lease purchase options (or “RPOs”), as the application of lease-purchase accounting is not deemed to be representative of the ongoing cash flows of the underlying lease. contracts. This adjustment is made in accordance with our credit agreement.

(4)

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

(5)

Represents the charge to earnings of our interest rate collar and the change in fair value of the warrant liability.

ABOUT CUSTOM ONE TRUCK ONE SOURCE
Custom Truck One Source is a leading provider of specialty truck and heavy equipment solutions for the utility, telecommunications, rail and infrastructure markets in North America. The Company’s solutions include rental, sales, spare parts, tools, accessories and service, equipment production, manufacturing, financing solutions and asset disposal. With an extensive line of equipment, the company’s expert team serves customers through an integrated network of locations across North America. For more information, visit customtruck.com.

FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. When used in this press release, the words “estimates”, “plans”, “expects”, “anticipates”, “expects”, “plans”, “intends”, “believes “, “seek”, “may”, “will”, “should”, “future”, “propose” and variations of these similar words or expressions (or negative versions of these words or expressions) are intended to identify the forward-looking statements.These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of control of the Company’s management, which could cause actual results to differ materially from those discussed in this press release. This press release is based on certain assumptions made by the management of the Company. the light of its experience in the industry e, as well as the Company’s perceptions of historical trends, current conditions, expected future developments and other factors the Company deems appropriate in the circumstances. circumstances. By reading and considering this press release, you should understand that these statements are not guarantees of performance or results. Many factors could affect the actual performance and results of the Company and could cause actual results to differ materially from those expressed in this press release. Important factors, among others, that could affect actual results or results include: difficulty integrating the businesses of Nesco Holdings, Inc. (“Nesco Holdings”) and Custom Truck One Source, LP (“Custom Truck LP”) and to fully realize the expected results the benefits of the acquisition between Nesco Holdings and Custom Truck LP (the “Acquisition”), as well as the significant transaction and transition costs that we will continue to incur following the Acquisition; physical disruptions to our operating and manufacturing sites due to public health concerns, including COVID-19, equipment failures, natural disasters, work stoppages, power outages or others reasons; the cyclical nature of demand for our products and services and our vulnerability to industry, regional and national downturns, which affect, among other things, our ability to manage our rental equipment; our inability to obtain raw materials, components and/or finished goods on a timely and cost-effective basis, and our inability to manage our rental equipment effectively; any other increases in the cost of new equipment that we purchase for use in our rental fleet or for our sales inventory; disruptions to our supply chain due to the current COVID-19 pandemic; the aging or obsolescence of our existing equipment and fluctuations in its market value; our inability to recruit and retain experienced personnel, including skilled technicians, that we need to compete in our industries; disruptions in our information technology systems or a compromise in the security of our systems, limiting our ability to effectively monitor and control our operations, adapt to changing market conditions and implement strategic initiatives; adverse capital and credit market conditions and our inability to obtain additional capital when needed; our reliance on a limited number of manufacturers and suppliers and on third-party contractors to provide us with various services to help us conduct our business; potential impairment charges; our exposure to various risks related to legal proceedings or claims, and our failure to comply with applicable laws and regulations, including those related to occupational health and safety, the environment, government contracts, confidentiality and data security; the interests of our controlling shareholder, which may not be consistent with other shareholders; our significant indebtedness, which may adversely affect our financial condition, limit our available cash and our access to additional capital, prevent us from developing our business and increase our risk of default; our inability to attract and retain highly qualified personnel and our inability to retain our senior management; our inability to generate cash, which could result in default; significant operational and financial restrictions imposed by the indenture, dated April 1, 2021, and our asset-based secured revolving credit agreement; increasing the unionization rate of our workforce; changes in interest rates, which could increase our debt service obligations on floating rate debt and decrease our net income and cash flow; and the phasing out of LIBOR and the uncertainty of its replacement. For a more complete description of these and other possible risks and uncertainties, please see the Company’s Annual Report on Form 10-K for the fiscal year ended. December 31, 2021, and its subsequent reports filed with the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements.

INVESTOR CONTACT
Brian PermanVice President, Investor Relations
844-403-6138
[email protected]

SOURCE Custom Truck One Source, Inc.