Ladies and gentlemen, thank you for standing by and welcome to Custom Truck One Source's Second Quarter 2021 Earnings Conference Call. [Operator Instructions] Please note this conference call is being recorded and management will be referring to slides currently available in the Investor Relations section of the company's website.

I would now like to hand the conference call over to your host today Brian Perman, Vice President of Investor Relations for Custom Truck. .

Thank you and good afternoon. Before we begin, we would like to remind you that management's commentary and responses to questions on today's call may include forward-looking statements which by their nature are uncertain and outside of the company's control.

Although these forward-looking statements are based on management's current expectations and beliefs, actual results may differ materially. For a discussion of some of the factors that could cause actual results to differ please refer to the Risk Factors section of the company's filings with the SEC.

Additionally, please note that you can find reconciliations of the historical non-GAAP financial measures discussed during the call in the press release issued today. Press release we issued this afternoon and the presentation for today's call are posted on the Investor Relations section of our website.

Management will be referencing slides from the presentation during the call. We will be filing our 2021 second quarter 10-Q with the SEC on Monday, August 16. Today's discussion of our results of operations for Q2 2021 for Custom Truck One Source Inc.

or Custom Truck is presented on a historical basis as of or before the three month ended June 30, 2021 in prior periods. While our reported results can only include Custom Truck One Source L.P.

for the period since the merger date April 1, we have presented and will be discussing today combined results as if Nesco and Custom Truck had operated together for all periods. We believe this is a better representation of how the combined company has performed over time.

Joining me today are Fred Ross CEO; Ryan McMonagle, President and COO; and Brad Meader CFO. I will now turn the call over to Fred..

Thanks, Brian. I'd like to welcome everyone to the company's second quarter 2021 earnings call. It's been exactly 133 days since we've closed the transaction between Custom Truck and Nesco.

I couldn't be happy with the progress that we've made in integrating the two organizations I'd like to extend my thanks and appreciation to all our employees, customers and suppliers who have supported us during this process, helped us achieve such strong results in our past quarter.

I'd like to take a moment to touch on a few highlights and outline the key attributes that support our truly unique business model. Our strong second quarter results highlight the incredible performance by our team and demonstrate the continued strength of our strategically selected end markets.

Compared to the second quarter last year, our combined revenue was up 27% and our adjusted EBITDA including certain charges was up 23%. Our truck and equipment sales business performing at record levels with revenue up 56% and backlog growing by 169% versus June of 2020 and at 89% versus June of 2019.

Rental continues to perform very well with utilization holding at 81% for the quarter compared to 71% last year. In addition, we continue to see real opportunities to improve rental pricing, which Ryan will discuss in more detail. With existing high levels of utilization, we need to continue to grow our fleet to meet current strong rental demand.

While our scale and supplier relationships afford us excellent access to the chassis, attachments and other items, we need to manufacture our trucks and grow our fleet. Our ability to fully take advantage of current levels – level demands is being somewhat limited by our supply chain availability.

We're working closely with our suppliers and are hopeful that any issues will be resolved in the coming quarters and allow us to grow our fleet to fully take advantage of continued strong demand.

Our results are quite remarkable when you consider the ongoing Custom Truck-Nesco integration efforts and the supply chain challenges and inflationary pressures most companies including us are facing these days. Please turn to Page 3. Our strong results reflect the unique business model we have developed over the years.

We have intentionally focused our efforts on end markets that are resilient through the cycle and currently enjoy very strong tailwinds.

Even before any potential benefits from the new infrastructure bill, our one-stop shop model provides us the speed to market, needed to meet our customers' rental and sales demands, providing us with the maximum opportunity to capture customer share of wallet and achieve very strong returns on capital.

In addition, the model provides excellent flexibility downside protection when market shifts. The combination of Custom Truck and Nesco have provided us with multiple avenues to capture both revenue and cost synergies, which have already started to -- we have already started to monetized.

We have spent this last quarter the first since the transaction closed, closely examining both businesses, which has uncovered new opportunities for growth, as well as highlighting parts of the business that we can further enhance.

The combined businesses also provide additional scale, making CTOS the largest independent provider of vocational trucks in North America. That scale provides us the opportunity to have deep and meaningful relationships with our suppliers, which is incredibly important in today's environment.

Our coast-to-coast network of 35 branches allows us to have a very flexible rental fleet and provide continuous and consistent service to our customers.

And finally, we continue to maintain a very strong balance sheet and generate strong cash flow, providing us the resources to invest in additional capital and opportunities that are accretive to the business and long-term shareholder value. In summary, I could not be more excited about the future of our company.

With that, I will turn it over to Ryan..

First, the technician supporting the legacy CTOS service business also support the rental fleet. As we noted, we have seen an increase in repair and maintenance activity and as a result, we have fewer hours available for external service. Second, the legacy Nesco PTA business has not performed up to our expectations.

As Fred noted earlier, we have spent the month since the transaction closed diving deep into the legacy Nesco businesses in identifying some areas that need additional attention. PTA is one of those areas. We know the market opportunity is attractive and we see customer demand for the products and services.

In order to realize the potential, we have reset the go-to-market strategy and are actively working on the supply chain and resources necessary to execute a strong profitable business plan. We have made good progress on this initiative, but it will take time. We will provide more color on the overall APS strategy and outlook over the coming quarters.

In summary we are very proud of the results we have delivered in our first quarter as an integrated company. The tailwinds we are experiencing in our end markets are positive. Customer demand for our equipment remains very strong.

We are seeing the benefits of our integrated one-stop shop business model and we are ahead of our integration timing with additional synergy upside. We know we wouldn't be able to deliver these results were it not for the effort of all of our employees who are working tirelessly together to take care of our customers.

And I'd like to extend the sincere thank you. I will now turn it over to Brad. .

Thanks Ryan and good afternoon everyone. Let's jump to Slide 13. Q2 was an excellent quarter. Total revenue was $375 million, up 27% versus prior year and adjusted EBITDA excluding certain charges was $79 million which is an improvement of 23% versus Q2 last year and up 6% versus last quarter.

The reported net loss for the quarter was $129 million, but that includes $62 million of charges related to extinguishment of debt, $25 million of transaction-related costs and $21 million related to the impacts of purchase accounting. Revenue growth was driven by the incredible performance of our TES segment which is up 56% versus last year.

Gross profit excluding rental depreciation was $109 million which includes $8 million of charges incurred primarily to increase certain inventory and AR reserves. Adjusted gross margin for the quarter was 29% compared to the combined Q2 last year of 33%.

The change in margin was primarily driven by the change in mix with new sales accounting for 57% of revenue this year compared to 47% last year. Ryan already covered the revenue and margin drivers for each of the segments which further explains the change in margin.

SG&A was $51.3 million which includes $7.2 million related to stock compensation charges of which $5 million related to accelerated vesting of options and grants tied to the Custom Truck-Nesco merger. Slide 14 details the bridge from net income to adjusted EBITDA and highlight certain charges we've taken to fix the balance sheet.

Normally this would be an appendix item but we felt the magnitude of the items is noteworthy.

The three biggest items are the $61.7 million charge related to the extinguishment of Nesco's former debt structure $24.6 million of transaction and process improvement costs and $21.4 million of noncash purchase accounting impact related to the step-up in inventory and rental assets.

In addition, we have adjusted for noncash stock compensation, change in fair value derivatives and warrants and the impact of sales-type lease accounting on a portion of our rental business. All of the adjustments are consistent with the requirements in our credit agreement.

As part of our deep dive into the combined business during Q2, we felt it was appropriate to increase some of our AR and inventory reserves, which totaled $4.7 million and $3 million respectively.

The AR reserves primarily relate to balances owed to us in connection with rental assets that were sent to Puerto Rico in 2018 to support the rebuild effort after Hurricane Maria. While we have valid contracts in place, recent developments in the litigation related to those accounts, raised concerns about collectability.

Therefore, we felt it prudent to increase our reserves. Turning to slide 15. The strong financial performance was not limited to revenue and adjusted EBITDA. We continue to strengthen our liquidity position and improve leverage, while at the same time investing in the rental fleet. Available liquidity improved $68 million in the quarter.

That was driven primarily by increased availability under the ABL which came from a combination of a $30 million paydown on the outstanding balances as well as growth in the borrowing base. We do expect available liquidity to decline somewhat over the balance of the year, as we make demand-driven investments in the rental fleet.

As discussed previously, our closing leverage was right around 3.9 times, when you reflect the full $50 million of expected synergies. Using our updated $55 million synergy assumption, our leverage at the end of Q2 improved to 3.7 times. Gross rental CapEx for the quarter was $55 million offset by the proceeds of $26 million from the sale of assets.

Including non-rental spend, net CapEx was $30 million for the quarter. We do expect the pace of CapEx to increase in the balance of the year, as the summer seasonal slowdown and utility contractors ramp up on transmission work.

Based on year-to-date performance, current backlog and our outlook for the rental fleet, we expect combined FY 2021 revenue to finish between $1.5 billion and $1.55 billion and adjusted EBITDA to be in the range of $320 million to $340 million.

It is important to note our adjusted EBITDA estimate excludes the negative impact of the reserve charges discussed previously. The adjusted EBITDA range would represent growth of 8% to 15% versus combined 2020 and in place -- imply solid second half growth compared to the first half of 2021.

In closing, I want to echo Fred and Ryan's comments regarding the exceptional performance our team delivered, while managing through the integration and effectively navigating the many challenges that have impacted our suppliers and customers alike. We have built a great foundation to profitably grow the business.

And with the powerful tailwinds in our end markets, we are truly excited about the clear path for shareholder value creation. With that, I'll turn it over to the operator to open the line for questions..

Thank you. [Operator Instructions] First question is from Scott Schneeberger with Oppenheimer. Please go ahead..

Thank you. Good afternoon everyone. I guess the first question, it sounds like you're feeling great about the end markets. I'm curious in the rental category. Just talk if you could about first quarter to second quarter what you saw on rental and drivers behind that? Thank you..

Sure. Yeah. Scott, good to talk to you. I'd say in rental specifically from Q1 to Q2, we are continuing to see really good demand in all four of the industries. Utility in particular is staying very strong. So distribution has been very strong. Our utilization and distribution has been very high. And we're placing every asset that we can receive.

It is where -- if we were able to have more supply of product, we would be able to even grow the distribution fleet further. So it is where we've seen the most supply chain impact. And then transmission has also been very good. Scott as you know there is a bit of a slowdown in the middle of summer.

But we're coming out of that -- we're coming out of that now. So -- and then rail has been strong and telecom has been strong too. A lot of new demand for telecom rental requests right now. So overall, all the end markets have been very good..

Okay. Thanks. And obviously robust sales activity. Could you just speak about what you're seeing? What type of contribution you feel in the back half of the year? Thank you..

Yeah, I think we’ll see -- we think we'll see good growth in the back half of the year from the sales side. You can see that in the backlog, right? So the fact that backlog has continued to grow even as sales revenue grew as much as it did in Q2 and in the first half of the year I think we're comfortable there.

I do think our limiter on sales growth in the back half of the year though will be supply chain. And so I do think that it will be tempered a bit. I do still think we'll be able to deliver double-digit growth in the back half of the year relative to last year.

And so I think we are feeling very good here sitting in early August with sales for the second half of the year as well..

Okay. Thanks on that. And then on parts tools accessories or -- sorry the new name Aftermarket Parts and Service, it sounds like you have a lot of reconfiguring going on there. Could you just take us a level -- take us a level deeper on where you see the deficiencies and what you are doing to improve that? Thanks..

Sure. Yeah. No I think Scott, we feel great about the opportunity and the customer demand for aftermarket parts and services. So we certainly feel good there. I think we are -- we have taken the approach of let's leverage now the entire sales organization to a much larger extent.

So things like block rental we're now aligning much more closely with the pulling and stringing business on the rental side. And things like kit sales, we're now aligning much closer with the truck sales organization. So the sales teams in those businesses are aligned in terms of how we go to market.

And then from the operational side, there Scott that's where we've been doing a lot of kind of the repositioning. So a lot of work around pricing, a lot of work around just kind of our operating rhythm on the back end and making sure the organization is set up to succeed. So I think we feel as though we have our head -- our hands around it.

It will take really the balance of this year I think to be in a really good spot. But I think we all are feeling very good about the opportunity and we feel like we have the plan defined and now it's just about executing against that plan..

Thanks. It sounds good. So it sounds like it will take some time though just to get -- it sounds like an integration issue with the organization is getting everyone in sales, kind of, in line. Using that as a segue nice to see the synergies increase.

Could you talk about where -- what's behind that? What were the drivers to increase the outlook there? Thanks..

Sure. I'd say when we talked to you back in December and even with Q1, I think we talked about three big categories. The first was SG&A. I'd say SG&A synergies are really coming in line. They're slightly ahead of what we had forecast originally. The second was service and production optimization. I think that's where we've seen the most upside for us.

And so that's really integrating the two rental service organizations has been significant. We find a lot of opportunity to take the best of both companies and to integrate that across the entire fleet. And then production optimization was a lot around labor efficiency as we think about how we build trucks now as scale has increased there as well.

And then the third category was procurement. We have seen good opportunities in procurement now bringing these two organizations together especially around the APS segment, Scott.

So focusing on the legacy CTOS parts business and the legacy Nesco PTA business, I think we see a lot of procurement opportunity that will -- which will take time, obviously, to work through. But it's the reason that we feel even more confident from the overall cost synergy standpoint..

Okay. Thanks. And then just a couple more from me. So the guidance on EBITDA, it seems implies a step-up in EBITDA.

And I just was curious this is somewhat of a seasonality question and a segment question, but could you speak to the magnitude of the sequential EBITDA to third quarter to fourth quarter? And just what we should expect to see from each of the segments maybe sequentially two to three to fourth quarter in this kind of bridging this guidance for the remainder of the year.

Thank you.

Yes Scott, this is Brad. Good to speak with you. The -- we're not kind of breaking down in terms of full detail but I'd say consistent with historical results right you can go back to what we did in Q4 last year. Q4 is our strongest quarter by far.

We -- our expectation is one we'll have more investment in the fleet running through in Q3, so you get more of a full benefit in Q4 plus the December seasonal spike in both new sales and rental asset buyouts will happen then. So I'd say that the balance is going to be more in Q4 than it is Q3 again consistent with historical trend.

In terms of the mix, we do see rental picking up a bit more. As Ryan alluded to in his remarks, we're seeing good movement right now on pricing. So that will certainly drive a little bit. And then from a fleet standpoint, we don't see the buyouts occurring in Q3 kind of at the same level they did in Q1.

Yes we're going to continue to make investment in the fleet. So you'll start to see rental I think from -- relative to what it did in the first half outpace the other areas Ryan mentioned, we still think there's good new sales growth in the back half of the year relative to last year.

I think it will be at a slower pace though than what we saw in Q1 simply because of the supply chain constraints that Ryan had mentioned..

Okay. Understandable. And lastly, I'd like to take it back up kind of bigger picture. And the infrastructure bill as it appears right now I think I heard maybe Fred said it was Orion of $400 billion seems -- your end markets.

Could you just kind of delve into that a little bit more? And I guess, if this were to happen in the next few weeks I guess that's still pretty uncertain but when do you think you would see [indiscernible] as you could see benefits from? Thank you..

Well this is Fred Ross. So we actually are seeing part of it even pick up now with the -- both the broadband the telecom side really picking up. We've got equipment coming in for them. The rail side has already started to pick up.

I think for the most part the roads and bridges will be the bigger part of it and I think we'll see some transmission that will start to happen. It probably doesn't happen until the second quarter of next year. But there's a lot of things that were already in the works that will be picking up now that would be part of infrastructure regardless.

But I think the long-term demand was already in place for so many different things. But -- so for the most part it's that -- the infrastructure is really more about next year than it is right now but probably the second quarter of next year. But there is a lot in there for that.

So I just think it just continues the tailwinds for us that continues our growth in both rental and sales. .

The only other color I'd add on top of that Scott, is when you think about the as Ryan noted right the backlog that exists today for T&D, which is a decent portion of what's an infrastructure bill is already quite healthy.

So adding more fuel to that is going to take a time to make its way through because again the additional resources that are needed permitting, getting the crews, getting the equipment all that's going to take some time.

So I think to Fred's point the core infrastructure road bridge, will happen sooner than kind of the other areas that are core to us in terms of telecom and all that because again they were already planning on investing a lot of dollars.

Question is, can our customers and those that were actually going to build and drive that work can they get their hands on the resources to do it? And -- which is fine for us because it just extends out the runway and the tailwinds that we're already seeing right now. .

Understood. Great. Hi, guys. Thanks I’ll turn it over..

Thanks, Scott.

Thanks, Scott.

[Operator Instructions] Next question is from Stefanos Crist with CJS Securities. Please go ahead..

Hey thanks for taking my question. First you called out some supply chain issues and getting new equipment. And it seems like it will be harder to increase your rental fleet.

So can you just talk about your decision in selling versus renting equipment and how you're going to be able to grow the fleet with the supply chain issues that you called out?.

Sure. Yes, I'd say where we've seen the biggest supply chain issues are around utility, right? And so I think that's impacted the rental fleet more because demand for equipment has been strong across the board. So whether it's utility or some of our telecom product or rail products or more broadly infrastructure demand is strong.

But as I said in the opening remarks, utility is about 78% of rental revenue. And so because we've seen more supply chain challenges where we haven't received what we expected that's some of the impact that you've seen from a rental standpoint. We do think that's improving.

As we think about the second half of the year, we do expect to receive more utility equipment which we'll be able to put into the rental fleet as it makes sense. But again, taking a one-stop shop we've always said we want to make sure we respond to the customer in the way they want to consume the equipment.

And that's proven to be a very good strategy. For utility in particular though we've put more things into the rental fleet as we're able and as the customers accept it..

Got it. Thank you. And then we've seen issues in labor.

Are you seeing anything in your main customers anything you're concerned about there?.

Not really. So our labor itself we're not having any trouble building equipment. Our customers are wanting -- their equipment as quick as possible so they're not telling us to hold things back because they can't come up with the crews. So that tells us that they can get their labor.

And just to back up what Ryan said, I believe that our supply chain is going to be fine for the fourth quarter and into the -- and into 2022. I feel good with where we're going to be on the utility side really, really good. .

All right. Thank you for taking my question..

Thanks, Stefanos..

[Operator Instructions] And we have nothing further from the phone..

Well, this concludes our call for today. Thanks everyone for the interest in Custom Truck. We look forward to speaking with you on the next quarterly earnings call. In the meantime, please don't hesitate to reach out with any questions. Thank you again..

And that does conclude our call for today. We thank everyone for participating and you may now disconnect..