Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 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 | 246,262,581 | |
Entity Central Index Key | 0001709682 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
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, $0.0001 par value per share | |
Trading Symbol | CTOS.WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Total revenue | $ 456,830 | $ 362,106 | $ 908,993 | $ 728,582 |
Cost of Revenue | ||||
Depreciation of rental equipment | 43,616 | 43,324 | 83,946 | 88,288 |
Total cost of revenue | 346,211 | 279,348 | 688,713 | 561,331 |
Gross Profit | 110,619 | 82,758 | 220,280 | 167,251 |
Operating Expenses | ||||
Selling, general and administrative expenses | 58,028 | 48,779 | 115,019 | 102,434 |
Amortization | 6,606 | 6,871 | 13,278 | 20,206 |
Non-rental depreciation | 2,721 | 2,317 | 5,371 | 5,364 |
Transaction expenses and other | 3,689 | 6,046 | 7,149 | 10,694 |
Total operating expenses | 71,044 | 64,013 | 140,817 | 138,698 |
Operating Income | 39,575 | 18,745 | 79,463 | 28,553 |
Other Expense | ||||
Interest expense, net | 31,625 | 20,281 | 60,801 | 39,437 |
Financing and other income | (5,048) | (15,078) | (8,999) | (24,158) |
Total other expense | 26,577 | 5,203 | 51,802 | 15,279 |
Income Before Income Taxes | 12,998 | 13,542 | 27,661 | 13,274 |
Income Tax Expense (Benefit) | 1,388 | (81) | 2,251 | 2,924 |
Net Income | 11,610 | 13,623 | 25,410 | 10,350 |
Other Comprehensive Income (Loss): | ||||
Unrealized foreign currency translation adjustments | 2,222 | (2,636) | 2,564 | (2,636) |
Other Comprehensive Income (Loss) | 2,222 | (2,636) | 2,564 | (2,636) |
Comprehensive Income | $ 13,832 | $ 10,987 | $ 27,974 | $ 7,714 |
Net Income Per Share: | ||||
Basic (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.04 |
Diluted (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.04 |
Weighted-Average Common Shares Outstanding: | ||||
Basic (in shares) | 246,130 | 247,745 | 246,090 | 247,403 |
Diluted (in shares) | 246,955 | 248,614 | 246,932 | 248,239 |
Rental revenue | ||||
Revenue | ||||
Total revenue | $ 122,169 | $ 112,055 | $ 240,457 | $ 221,200 |
Cost of Revenue | ||||
Cost of rental revenue | 31,981 | 28,791 | 61,880 | 54,584 |
Equipment sales | ||||
Revenue | ||||
Total revenue | 302,117 | 218,506 | 603,407 | 445,692 |
Cost of Revenue | ||||
Cost of rental revenue | 245,266 | 184,595 | 491,391 | 371,873 |
Parts sales and services | ||||
Revenue | ||||
Total revenue | 32,544 | 31,545 | 65,129 | 61,690 |
Cost of Revenue | ||||
Cost of rental revenue | $ 25,348 | $ 22,638 | $ 51,496 | $ 46,586 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 42,229 | $ 14,360 |
Accounts receivable, net | 151,953 | 193,106 |
Financing receivables, net | 41,957 | 38,271 |
Inventory | 765,424 | 596,724 |
Prepaid expenses and other | 27,587 | 25,784 |
Total current assets | 1,029,150 | 868,245 |
Property and equipment, net | 134,358 | 121,956 |
Rental equipment, net | 920,676 | 883,674 |
Goodwill | 704,012 | 703,827 |
Intangible assets, net | 291,053 | 304,132 |
Operating lease assets | 33,495 | 29,434 |
Other assets | 25,900 | 26,944 |
Total Assets | 3,138,644 | 2,938,212 |
Current Liabilities | ||
Accounts payable | 117,104 | 87,255 |
Accrued expenses | 67,043 | 68,784 |
Deferred revenue and customer deposits | 30,088 | 34,671 |
Floor plan payables - trade | 139,723 | 136,634 |
Floor plan payables - non-trade | 366,092 | 293,536 |
Operating lease liabilities - current | 5,442 | 5,262 |
Current maturities of long-term debt | 3,550 | 6,940 |
Current portion of finance lease obligations | 247 | 1,796 |
Total current liabilities | 729,289 | 634,878 |
Long-term debt, net | 1,425,117 | 1,354,766 |
Finance leases | 3,077 | 3,206 |
Operating lease liabilities - noncurrent | 28,725 | 24,818 |
Deferred income taxes | 31,078 | 29,086 |
Derivative, warrants and other liabilities | 1,886 | 3,015 |
Total long-term liabilities | 1,489,883 | 1,414,891 |
Stockholders' Equity | ||
Common stock — $0.0001 par value, 500,000,000 shares authorized, 249,361,351 and 248,311,104 shares issued and outstanding, at June 30, 2023 and December 31, 2022, respectively | 25 | 25 |
Treasury stock, at cost — 3,153,770 and 2,241,069 shares at June 30, 2023 and December 31, 2022, respectively | (21,438) | (15,537) |
Additional paid-in capital | 1,530,443 | 1,521,487 |
Accumulated other comprehensive loss | (6,383) | (8,947) |
Accumulated deficit | (583,175) | (608,585) |
Total stockholders' equity | 919,472 | 888,443 |
Total Liabilities and Stockholders' Equity | $ 3,138,644 | $ 2,938,212 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - $ / shares | Jun. 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) | 249,361,351 | 248,311,104 |
Common stock, outstanding (in shares) | 249,361,351 | 248,311,104 |
Treasury stock (in shares) | 3,153,770 | 2,241,069 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Activities | ||
Net income | $ 25,410 | $ 10,350 |
Adjustments to reconcile net income to net cash flow from operating activities: | ||
Depreciation and amortization | 107,532 | 117,120 |
Amortization of debt issuance costs | 3,027 | 2,158 |
Provision for losses on accounts receivable | 3,112 | 4,545 |
Share-based compensation | 7,469 | 5,148 |
Gain on sales and disposals of rental equipment | (32,643) | (22,905) |
Change in fair value of derivative and warrants | (1,129) | (18,822) |
Deferred tax expense | 1,849 | 2,575 |
Changes in assets and liabilities: | ||
Accounts and financing receivables | 27,344 | (10,744) |
Inventories | (166,612) | (125,021) |
Prepaids, operating leases and other | (2,747) | (1,736) |
Accounts payable | 29,325 | 32,480 |
Accrued expenses and other liabilities | (1,545) | (8,099) |
Floor plan payables - trade, net | 3,089 | (1,441) |
Customer deposits and deferred revenue | (4,586) | (6,972) |
Net cash flow from operating activities | (1,105) | (21,364) |
Investing Activities | ||
Acquisition of business, net of cash acquired | 0 | (49,832) |
Purchases of rental equipment | (210,360) | (127,237) |
Proceeds from sales and disposals of rental equipment | 130,246 | 96,143 |
Purchase of non-rental property and cloud computing arrangements | (22,783) | (11,763) |
Net cash flow from investing activities | (102,897) | (92,689) |
Financing Activities | ||
Proceeds from debt | 13,537 | 0 |
Share-based payments | (86) | (1,247) |
Borrowings under revolving credit facilities | 95,082 | 75,000 |
Repayments under revolving credit facilities | (40,402) | (34,945) |
Repayments of notes payable | (4,061) | (3,791) |
Finance lease payments | (472) | (2,639) |
Repurchase of common stock | (4,532) | 0 |
Acquisition of inventory through floor plan payables - non-trade | 398,447 | 293,241 |
Repayment of floor plan payables - non-trade | (325,891) | (218,965) |
Net cash flow from financing activities | 131,622 | 106,654 |
Effect of exchange rate changes on cash and cash equivalents | 249 | 21 |
Net Change in Cash and Cash Equivalents | 27,869 | (7,378) |
Cash and Cash Equivalents at Beginning of Period | 14,360 | 35,902 |
Cash and Cash Equivalents at End of Period | 42,229 | 28,524 |
Supplemental Cash Flow Information | ||
Interest paid | 56,164 | 38,417 |
Income taxes paid | 1,450 | 0 |
Non-Cash Investing and Financing Activities | ||
Rental equipment and property and equipment purchases in accounts payable | 575 | 30 |
Rental equipment sales in accounts receivable | $ 2,294 | $ 1,145 |
Condensed Consolidated Statem_3
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) | 10,350 | |||||
Other comprehensive income (loss) | (2,636) | |||||
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) |
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) |
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) | 25,410 | |||||
Other comprehensive income (loss) | $ 2,564 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 249,361,351 | 249,361,351 | ||||
Ending balance (in shares) at Jun. 30, 2023 | (3,153,770) | (3,153,770) | ||||
Ending balance at Jun. 30, 2023 | $ 919,472 | $ 25 | $ (21,438) | 1,530,443 | (6,383) | (583,175) |
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 | 249,361,351 | ||||
Ending balance (in shares) at Jun. 30, 2023 | (3,153,770) | (3,153,770) | ||||
Ending balance at Jun. 30, 2023 | $ 919,472 | $ 25 | $ (21,438) | $ 1,530,443 | $ (6,383) | $ (583,175) |
Business and Organization
Business and Organization | 6 Months Ended |
Jun. 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
Acquisition | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | 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 $4.1 million and $7.9 million, respectively, of revenue for the three and six months ended June 30, 2022, and $0.1 million and $0.7 million, respectively, of pre-tax income from January 14, 2022 through June 30, 2022, for the three and six months ended June 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. |
Revenue
Revenue | 6 Months Ended |
Jun. 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 June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 United States $ 442,501 $ 352,334 $ 880,779 $ 709,231 Canada 14,329 9,772 28,214 19,351 Total revenue $ 456,830 $ 362,106 $ 908,993 $ 728,582 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 six months ended June 30, 2023 and 2022 are presented in the table below. Three Months Ended June 30, Three Months Ended June 30, 2023 2022 (in $000s) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Rental: Rental $ 114,620 $ — $ 114,620 $ 107,445 $ — $ 107,445 Shipping and handling — 7,549 7,549 — 4,610 4,610 Total rental revenue 114,620 7,549 122,169 107,445 4,610 112,055 Sales and services: Equipment sales 19,603 282,514 302,117 3,879 214,627 218,506 Parts and services 6,938 25,606 32,544 5,759 25,786 31,545 Total sales and services 26,541 308,120 334,661 9,638 240,413 250,051 Total revenue $ 141,161 $ 315,669 $ 456,830 $ 117,083 $ 245,023 $ 362,106 Six Months Ended June 30, Six Months Ended June 30, 2023 2022 (in $000s) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Rental: Rental $ 227,523 $ — $ 227,523 $ 212,580 $ — $ 212,580 Shipping and handling — 12,934 12,934 — 8,620 8,620 Total rental revenue 227,523 12,934 240,457 212,580 8,620 221,200 Sales and services: Equipment sales 43,775 559,632 603,407 16,116 429,576 445,692 Parts and services 11,753 53,376 65,129 7,979 53,711 61,690 Total sales and services 55,528 613,008 668,536 24,095 483,287 507,382 Total revenue $ 283,051 $ 625,942 $ 908,993 $ 236,675 $ 491,907 $ 728,582 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 June 30, 2023 and December 31, 2022, the Company had net receivables related to contracts with customers of $60.5 million and $98.0 million, respectively. As of June 30, 2023 and December 31, 2022, the Company had net receivables related to rental contracts and other of $91.5 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) June 30, 2023 December 31, 2022 Accounts receivables $ 168,626 $ 212,347 Less: allowance for doubtful accounts (16,673) (19,241) Accounts receivable, net $ 151,953 $ 193,106 When customers are billed for rentals in advance of the rental period, the Company defers recognition of revenue. As of June 30, 2023 and December 31, 2022, the Company had approximately $2.6 million and $3.0 million, respectively, of deferred rental revenue. Additionally, the Company collects deposits from customers for orders placed for equipment and rentals. The Company had approximately $27.5 million and $29.6 million in deposits as of June 30, 2023 and December 31, 2022, respectively. Of the $29.6 million deposit liability balance as of December 31, 2022, $27.3 million was recorded as revenue during the six months ended June 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. The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions. The Company pays its sales force commissions related to the sale and rental of new and used units. For new unit and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred. |
Sales-Type Leases
Sales-Type Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Sales-Type Leases | Note 4: Sales-Type Leases Revenue from sales-type leases was as follows: Three Months Ended June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 Equipment sales $ 19,603 $ 7,671 $ 43,775 $ 19,908 Cost of equipment sales 19,415 6,765 42,640 17,135 Gross profit $ 188 $ 906 $ 1,135 $ 2,773 As these transactions remained under rental contracts, $7.9 million and $5.2 million for the three months ended June 30, 2023 and 2022, respectively, and $15.1 million and $10.4 million for the six months ended June 30, 2023 and 2022, respectively were billed under the contracts as rentals. Interest income from financing receivables was $4.4 million and $2.2 million for the three months ended June 30, 2023 and 2022, respectively, and $7.8 million and $5.1 million, for the six months ended June 30, 2023 and 2022, respectively. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 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) June 30, 2023 December 31, 2022 Whole goods $ 627,953 $ 468,557 Aftermarket parts and services inventory 137,471 128,167 Inventory $ 765,424 $ 596,724 |
Floor Plan Financing
Floor Plan Financing | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Floor Plan Financing | 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 June 30, 2023, the Company was in compliance with these covenants. The amounts owed under floor plan payables are summarized as follows: (in $000s) June 30, 2023 December 31, 2022 Trade: Daimler Truck Financial $ 93,236 $ 105,447 PACCAR Financial Services 46,487 31,187 Trade floor plan payables $ 139,723 $ 136,634 Non-trade: PNC Equipment Finance, LLC $ 366,092 $ 293,536 Non-trade floor plan payables $ 366,092 $ 293,536 Interest on outstanding floor plan payable balances is due and payable monthly. Floor plan interest expense was $8.1 million and $14.9 million for the three and six months ended June 30, 2023, respectively, and $2.2 million, and $3.9 million for the three and six months ended June 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 0.6%. 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. The Loan Agreement as of June 30, 2023, provides the Company with a $370.0 million revolving credit facility, which matures on August 25, 2023 and bears interest at a three-month term secured overnight financing rate (“SOFR”) plus 3.25%. On May 26, 2023, the Company notified PNC Equipment Finance, LLC of the Company’s intent to renew the Loan Agreement by an additional two years. Note 8: Long-Term Debt Debt obligations and associated interest rates consisted of the following: (in $000s) June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 ABL Facility $ 492,411 $ 437,731 7.3% 6.1% 2029 Secured Notes 920,000 920,000 5.5% 5.5% 2023 Credit Facility 13,800 — 5.8% — Notes payable 27,600 31,661 3.1%-5.0% 3.1%-5.0% Total debt outstanding 1,453,811 1,389,392 Deferred financing fees (25,144) (27,686) Total debt net of deferred financing fees 1,428,667 1,361,706 Less: current maturities (3,550) (6,940) Long-term debt $ 1,425,117 $ 1,354,766 As of June 30, 2023, borrowing availability under the ABL Facility was $254.5 million, and outstanding standby letters of credit were $3.1 million. ABL Facility As of March 27, 2023, the ABL Facility was amended to change the London Interbank Offered Rate (“LIBOR”) rate to the SOFR rate. Borrowings under the ABL Facility bears 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 will be 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. |
Rental Equipment
Rental Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Rental Equipment | Note 7: Rental Equipment Rental equipment, net consisted of the following: (in $000s) June 30, 2023 December 31, 2022 Rental equipment $ 1,397,414 $ 1,360,205 Less: accumulated depreciation (476,738) (476,531) Rental equipment, net $ 920,676 $ 883,674 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 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 June 30, 2023, the Company was in compliance with these covenants. The amounts owed under floor plan payables are summarized as follows: (in $000s) June 30, 2023 December 31, 2022 Trade: Daimler Truck Financial $ 93,236 $ 105,447 PACCAR Financial Services 46,487 31,187 Trade floor plan payables $ 139,723 $ 136,634 Non-trade: PNC Equipment Finance, LLC $ 366,092 $ 293,536 Non-trade floor plan payables $ 366,092 $ 293,536 Interest on outstanding floor plan payable balances is due and payable monthly. Floor plan interest expense was $8.1 million and $14.9 million for the three and six months ended June 30, 2023, respectively, and $2.2 million, and $3.9 million for the three and six months ended June 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 0.6%. 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. The Loan Agreement as of June 30, 2023, provides the Company with a $370.0 million revolving credit facility, which matures on August 25, 2023 and bears interest at a three-month term secured overnight financing rate (“SOFR”) plus 3.25%. On May 26, 2023, the Company notified PNC Equipment Finance, LLC of the Company’s intent to renew the Loan Agreement by an additional two years. Note 8: Long-Term Debt Debt obligations and associated interest rates consisted of the following: (in $000s) June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 ABL Facility $ 492,411 $ 437,731 7.3% 6.1% 2029 Secured Notes 920,000 920,000 5.5% 5.5% 2023 Credit Facility 13,800 — 5.8% — Notes payable 27,600 31,661 3.1%-5.0% 3.1%-5.0% Total debt outstanding 1,453,811 1,389,392 Deferred financing fees (25,144) (27,686) Total debt net of deferred financing fees 1,428,667 1,361,706 Less: current maturities (3,550) (6,940) Long-term debt $ 1,425,117 $ 1,354,766 As of June 30, 2023, borrowing availability under the ABL Facility was $254.5 million, and outstanding standby letters of credit were $3.1 million. ABL Facility As of March 27, 2023, the ABL Facility was amended to change the London Interbank Offered Rate (“LIBOR”) rate to the SOFR rate. Borrowings under the ABL Facility bears 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 will be 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. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 29.4 million and 29.3 million for the three and six months ended June 30, 2023, respectively, and 23.5 million and 23.3 million for the three and six months ended June 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 June 30, 2023 Three Months Ended June 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 per share $ 11,610 246,130 $ 0.05 $ 13,623 247,745 $ 0.05 Dilutive common share equivalents — 825 — — 869 — Diluted earnings per share $ 11,610 246,955 $ 0.05 $ 13,623 248,614 $ 0.05 Six Months Ended June 30, 2023 Six Months Ended June 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 $ 25,410 246,090 $ 0.10 $ 10,350 247,403 $ 0.04 Dilutive common share equivalents — 842 — — 836 — Diluted earnings $ 25,410 246,932 $ 0.10 $ 10,350 248,239 $ 0.04 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity | Note 10: Equity Preferred Stock As of June 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 June 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. During the three and six months ended June 30, 2023, the Company repurchased approximately 0.5 million and 0.7 million shares of its common stock, respectively, which are held in treasury, for a total cost of $3.2 million, and $4.3 million including commission fees for the repurchase of its common stock for the three and six months ended June 30, 2023, respectively. At June 30, 2023, $15.2 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
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 June 30, 2023 ABL Facility $ 492,411 $ — $ 492,411 $ — 2029 Secured Notes 920,000 — 830,300 — 2023 Credit Facility 13,800 — 13,800 — Other notes payable 27,600 — 27,600 — Warrant liabilities 1,883 — — 1,883 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 June 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 Income and Comprehensive Income and cash flow from operating activities in the Condensed Consolidated Statements of Cash Flows. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 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 six months ended June 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 $2.3 million for the six months ended June 30, 2023 resulting in an effective tax rate of 8% compared to an income tax expense of $2.9 million for the comparable prior year period, at an effective tax rate of 22%. The change in the effective tax rate was primarily due to lower discrete items including mark-to-market adjustments in the six months ended June 30, 2023 as compared to discrete items recorded during the six months ended June 30, 2022. 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. Based on our current analysis of the provisions, we do not believe this legislation will 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
Commitments and Contingencies | 6 Months Ended |
Jun. 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, LP. (“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 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 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 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 has 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 Income and Comprehensive Income. A summary of the transactions with the foregoing related parties included in the Condensed Consolidated Statements of Income and Comprehensive Income is as follows: Three Months Ended June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 Total revenues from transactions with related parties $ 10,048 $ 10,892 $ 18,503 $ 18,743 Expenses incurred from transactions with related parties included in cost of revenue $ 494 $ 515 $ 852 $ 1,812 Expenses incurred from transactions with related parties included in operating expenses $ 1,368 $ 1,606 $ 2,763 $ 3,237 Amounts receivable from/payable to related parties included in the Condensed Consolidated Balance Sheets are as follows: (in $000s) June 30, 2023 December 31, 2022 Accounts receivable from related parties $ 3,733 $ 7,813 Accounts payable to related parties $ 1 $ 1,475 |
Segments
Segments | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments | 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 June 30, 2023 (in $000s) ERS TES APS Total Revenue: Rental $ 117,832 $ — $ 4,337 $ 122,169 Equipment sales 50,694 251,423 — 302,117 Parts and services — — 32,544 32,544 Total revenue 168,526 251,423 36,881 456,830 Cost of revenue: Rentals/parts and services 31,341 — 25,988 57,329 Equipment sales 39,802 205,464 — 245,266 Depreciation of rental equipment 42,805 — 811 43,616 Total cost of revenue 113,948 205,464 26,799 346,211 Gross profit $ 54,578 $ 45,959 $ 10,082 $ 110,619 Three Months Ended June 30, 2022 (in $000s) ERS TES APS Total Revenue: Rental $ 108,109 $ — $ 3,946 $ 112,055 Equipment sales 37,200 181,306 — 218,506 Parts and services — — 31,545 31,545 Total revenue 145,309 181,306 35,491 362,106 Cost of revenue: Rentals/parts and services 27,851 — 23,578 51,429 Equipment sales 30,418 154,177 — 184,595 Depreciation of rental equipment 42,384 — 940 43,324 Total cost of revenue 100,653 154,177 24,518 279,348 Gross profit $ 44,656 $ 27,129 $ 10,973 $ 82,758 Six Months Ended June 30, 2023 (in $000s) ERS TES APS Total Revenue: Rental $ 231,616 $ — $ 8,841 $ 240,457 Equipment sales 142,830 460,577 — 603,407 Parts and services — — 65,129 65,129 Total revenue 374,446 460,577 73,970 908,993 Cost of revenue: Rentals/parts and services 60,401 — 52,975 113,376 Equipment sales 110,883 380,508 — 491,391 Depreciation of rental equipment 82,317 — 1,629 83,946 Total cost of revenue 253,601 380,508 54,604 688,713 Gross profit $ 120,845 $ 80,069 $ 19,366 $ 220,280 Six Months Ended June 30, 2022 (in $000s) ERS TES APS Total Revenue: Rental $ 213,670 $ — $ 7,530 $ 221,200 Equipment sales 96,553 349,139 — 445,692 Parts and services — — 61,690 61,690 Total revenue 310,223 349,139 69,220 728,582 Cost of revenue: Rentals/parts and services 52,642 — 48,528 101,170 Equipment sales 73,648 298,225 — 371,873 Depreciation of rental equipment 86,350 — 1,938 88,288 Total cost of revenue 212,640 298,225 50,466 561,331 Gross profit $ 97,583 $ 50,914 $ 18,754 $ 167,251 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 June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 Gross Profit $ 110,619 $ 82,758 $ 220,280 $ 167,251 Selling, general and administrative expenses 58,028 48,779 115,019 102,434 Amortization 6,606 6,871 13,278 20,206 Non-rental depreciation 2,721 2,317 5,371 5,364 Transaction expenses and other 3,689 6,046 7,149 10,694 Interest expense, net 31,625 20,281 60,801 39,437 Financing and other income (5,048) (15,078) (8,999) (24,158) Income Before Income Taxes $ 12,998 $ 13,542 $ 27,661 $ 13,274 The following table presents total assets by country: (in $000s) June 30, 2023 December 31, 2022 Assets: United States $ 3,020,787 $ 2,830,958 Canada 117,857 107,254 Total Assets $ 3,138,644 $ 2,938,212 |
Business and Organization (Poli
Business and Organization (Policies) | 6 Months Ended |
Jun. 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)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | 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 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 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 June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 United States $ 442,501 $ 352,334 $ 880,779 $ 709,231 Canada 14,329 9,772 28,214 19,351 Total revenue $ 456,830 $ 362,106 $ 908,993 $ 728,582 |
Schedule of Revenue by Major Product and Service Line | The Company’s revenue by major product and service line for the three and six months ended June 30, 2023 and 2022 are presented in the table below. Three Months Ended June 30, Three Months Ended June 30, 2023 2022 (in $000s) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Rental: Rental $ 114,620 $ — $ 114,620 $ 107,445 $ — $ 107,445 Shipping and handling — 7,549 7,549 — 4,610 4,610 Total rental revenue 114,620 7,549 122,169 107,445 4,610 112,055 Sales and services: Equipment sales 19,603 282,514 302,117 3,879 214,627 218,506 Parts and services 6,938 25,606 32,544 5,759 25,786 31,545 Total sales and services 26,541 308,120 334,661 9,638 240,413 250,051 Total revenue $ 141,161 $ 315,669 $ 456,830 $ 117,083 $ 245,023 $ 362,106 Six Months Ended June 30, Six Months Ended June 30, 2023 2022 (in $000s) Topic 842 Topic 606 Total Topic 842 Topic 606 Total Rental: Rental $ 227,523 $ — $ 227,523 $ 212,580 $ — $ 212,580 Shipping and handling — 12,934 12,934 — 8,620 8,620 Total rental revenue 227,523 12,934 240,457 212,580 8,620 221,200 Sales and services: Equipment sales 43,775 559,632 603,407 16,116 429,576 445,692 Parts and services 11,753 53,376 65,129 7,979 53,711 61,690 Total sales and services 55,528 613,008 668,536 24,095 483,287 507,382 Total revenue $ 283,051 $ 625,942 $ 908,993 $ 236,675 $ 491,907 $ 728,582 |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following: (in $000s) June 30, 2023 December 31, 2022 Accounts receivables $ 168,626 $ 212,347 Less: allowance for doubtful accounts (16,673) (19,241) Accounts receivable, net $ 151,953 $ 193,106 |
Sales-Type Leases (Tables)
Sales-Type Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Revenue from Sales-type Leases | Revenue from sales-type leases was as follows: Three Months Ended June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 Equipment sales $ 19,603 $ 7,671 $ 43,775 $ 19,908 Cost of equipment sales 19,415 6,765 42,640 17,135 Gross profit $ 188 $ 906 $ 1,135 $ 2,773 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: (in $000s) June 30, 2023 December 31, 2022 Whole goods $ 627,953 $ 468,557 Aftermarket parts and services inventory 137,471 128,167 Inventory $ 765,424 $ 596,724 |
Floor Plan Financing (Tables)
Floor Plan Financing (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Payables | The amounts owed under floor plan payables are summarized as follows: (in $000s) June 30, 2023 December 31, 2022 Trade: Daimler Truck Financial $ 93,236 $ 105,447 PACCAR Financial Services 46,487 31,187 Trade floor plan payables $ 139,723 $ 136,634 Non-trade: PNC Equipment Finance, LLC $ 366,092 $ 293,536 Non-trade floor plan payables $ 366,092 $ 293,536 |
Rental Equipment (Tables)
Rental Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Rental Equipment | Rental equipment, net consisted of the following: (in $000s) June 30, 2023 December 31, 2022 Rental equipment $ 1,397,414 $ 1,360,205 Less: accumulated depreciation (476,738) (476,531) Rental equipment, net $ 920,676 $ 883,674 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations and associated interest rates consisted of the following: (in $000s) June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 ABL Facility $ 492,411 $ 437,731 7.3% 6.1% 2029 Secured Notes 920,000 920,000 5.5% 5.5% 2023 Credit Facility 13,800 — 5.8% — Notes payable 27,600 31,661 3.1%-5.0% 3.1%-5.0% Total debt outstanding 1,453,811 1,389,392 Deferred financing fees (25,144) (27,686) Total debt net of deferred financing fees 1,428,667 1,361,706 Less: current maturities (3,550) (6,940) Long-term debt $ 1,425,117 $ 1,354,766 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 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 June 30, 2023 Three Months Ended June 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 per share $ 11,610 246,130 $ 0.05 $ 13,623 247,745 $ 0.05 Dilutive common share equivalents — 825 — — 869 — Diluted earnings per share $ 11,610 246,955 $ 0.05 $ 13,623 248,614 $ 0.05 Six Months Ended June 30, 2023 Six Months Ended June 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 $ 25,410 246,090 $ 0.10 $ 10,350 247,403 $ 0.04 Dilutive common share equivalents — 842 — — 836 — Diluted earnings $ 25,410 246,932 $ 0.10 $ 10,350 248,239 $ 0.04 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 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 June 30, 2023 ABL Facility $ 492,411 $ — $ 492,411 $ — 2029 Secured Notes 920,000 — 830,300 — 2023 Credit Facility 13,800 — 13,800 — Other notes payable 27,600 — 27,600 — Warrant liabilities 1,883 — — 1,883 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)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | A summary of the transactions with the foregoing related parties included in the Condensed Consolidated Statements of Income and Comprehensive Income is as follows: Three Months Ended June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 Total revenues from transactions with related parties $ 10,048 $ 10,892 $ 18,503 $ 18,743 Expenses incurred from transactions with related parties included in cost of revenue $ 494 $ 515 $ 852 $ 1,812 Expenses incurred from transactions with related parties included in operating expenses $ 1,368 $ 1,606 $ 2,763 $ 3,237 Amounts receivable from/payable to related parties included in the Condensed Consolidated Balance Sheets are as follows: (in $000s) June 30, 2023 December 31, 2022 Accounts receivable from related parties $ 3,733 $ 7,813 Accounts payable to related parties $ 1 $ 1,475 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 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 June 30, 2023 (in $000s) ERS TES APS Total Revenue: Rental $ 117,832 $ — $ 4,337 $ 122,169 Equipment sales 50,694 251,423 — 302,117 Parts and services — — 32,544 32,544 Total revenue 168,526 251,423 36,881 456,830 Cost of revenue: Rentals/parts and services 31,341 — 25,988 57,329 Equipment sales 39,802 205,464 — 245,266 Depreciation of rental equipment 42,805 — 811 43,616 Total cost of revenue 113,948 205,464 26,799 346,211 Gross profit $ 54,578 $ 45,959 $ 10,082 $ 110,619 Three Months Ended June 30, 2022 (in $000s) ERS TES APS Total Revenue: Rental $ 108,109 $ — $ 3,946 $ 112,055 Equipment sales 37,200 181,306 — 218,506 Parts and services — — 31,545 31,545 Total revenue 145,309 181,306 35,491 362,106 Cost of revenue: Rentals/parts and services 27,851 — 23,578 51,429 Equipment sales 30,418 154,177 — 184,595 Depreciation of rental equipment 42,384 — 940 43,324 Total cost of revenue 100,653 154,177 24,518 279,348 Gross profit $ 44,656 $ 27,129 $ 10,973 $ 82,758 Six Months Ended June 30, 2023 (in $000s) ERS TES APS Total Revenue: Rental $ 231,616 $ — $ 8,841 $ 240,457 Equipment sales 142,830 460,577 — 603,407 Parts and services — — 65,129 65,129 Total revenue 374,446 460,577 73,970 908,993 Cost of revenue: Rentals/parts and services 60,401 — 52,975 113,376 Equipment sales 110,883 380,508 — 491,391 Depreciation of rental equipment 82,317 — 1,629 83,946 Total cost of revenue 253,601 380,508 54,604 688,713 Gross profit $ 120,845 $ 80,069 $ 19,366 $ 220,280 Six Months Ended June 30, 2022 (in $000s) ERS TES APS Total Revenue: Rental $ 213,670 $ — $ 7,530 $ 221,200 Equipment sales 96,553 349,139 — 445,692 Parts and services — — 61,690 61,690 Total revenue 310,223 349,139 69,220 728,582 Cost of revenue: Rentals/parts and services 52,642 — 48,528 101,170 Equipment sales 73,648 298,225 — 371,873 Depreciation of rental equipment 86,350 — 1,938 88,288 Total cost of revenue 212,640 298,225 50,466 561,331 Gross profit $ 97,583 $ 50,914 $ 18,754 $ 167,251 |
Schedule of Reconciliation of Segment 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 June 30, Six Months Ended June 30, (in $000s) 2023 2022 2023 2022 Gross Profit $ 110,619 $ 82,758 $ 220,280 $ 167,251 Selling, general and administrative expenses 58,028 48,779 115,019 102,434 Amortization 6,606 6,871 13,278 20,206 Non-rental depreciation 2,721 2,317 5,371 5,364 Transaction expenses and other 3,689 6,046 7,149 10,694 Interest expense, net 31,625 20,281 60,801 39,437 Financing and other income (5,048) (15,078) (8,999) (24,158) Income Before Income Taxes $ 12,998 $ 13,542 $ 27,661 $ 13,274 |
Schedule of Total Assets by Country | The following table presents total assets by country: (in $000s) June 30, 2023 December 31, 2022 Assets: United States $ 3,020,787 $ 2,830,958 Canada 117,857 107,254 Total Assets $ 3,138,644 $ 2,938,212 |
Business and Organization (Deta
Business and Organization (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jan. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||||
Total revenue | $ 456,830 | $ 362,106 | $ 908,993 | $ 728,582 | ||
Hi-Rail | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting rights acquired | 100% | |||||
Working capital adjustments | $ 51,000 | |||||
Pretax income (loss) | 100 | $ 700 | ||||
Hi-Rail | Hi-Rail | ||||||
Business Acquisition [Line Items] | ||||||
Total revenue | $ 4,100 | $ 7,900 |
Acquisition - Summary of Assets
Acquisition - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 703,827 | $ 704,012 | $ 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 - Revenue by Geographic
Revenue - Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 456,830 | $ 362,106 | $ 908,993 | $ 728,582 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 442,501 | 352,334 | 880,779 | 709,231 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 14,329 | $ 9,772 | $ 28,214 | $ 19,351 |
Revenue - Major Product and Ser
Revenue - Major Product and Service Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Topic 842 | $ 141,161 | $ 117,083 | $ 283,051 | $ 236,675 |
Topic 606 | 315,669 | 245,023 | 625,942 | 491,907 |
Total | 456,830 | 362,106 | 908,993 | 728,582 |
Total rental revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Topic 842 | 114,620 | 107,445 | 227,523 | 212,580 |
Topic 606 | 7,549 | 4,610 | 12,934 | 8,620 |
Total | 122,169 | 112,055 | 240,457 | 221,200 |
Rental | ||||
Disaggregation of Revenue [Line Items] | ||||
Topic 842 | 114,620 | 107,445 | 227,523 | 212,580 |
Topic 606 | 0 | 0 | 0 | 0 |
Total | 114,620 | 107,445 | 227,523 | 212,580 |
Shipping and handling | ||||
Disaggregation of Revenue [Line Items] | ||||
Topic 842 | 0 | 0 | 0 | 0 |
Topic 606 | 7,549 | 4,610 | 12,934 | 8,620 |
Total | 7,549 | 4,610 | 12,934 | 8,620 |
Total sales and services | ||||
Disaggregation of Revenue [Line Items] | ||||
Topic 842 | 26,541 | 9,638 | 55,528 | 24,095 |
Topic 606 | 308,120 | 240,413 | 613,008 | 483,287 |
Total | 334,661 | 250,051 | 668,536 | 507,382 |
Equipment sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Topic 842 | 19,603 | 3,879 | 43,775 | 16,116 |
Topic 606 | 282,514 | 214,627 | 559,632 | 429,576 |
Total | 302,117 | 218,506 | 603,407 | 445,692 |
Parts and services | ||||
Disaggregation of Revenue [Line Items] | ||||
Topic 842 | 6,938 | 5,759 | 11,753 | 7,979 |
Topic 606 | 25,606 | 25,786 | 53,376 | 53,711 |
Total | $ 32,544 | $ 31,545 | $ 65,129 | $ 61,690 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Net receivables related to contracts with customers | $ 60.5 | $ 98 |
Net receivables related to rental contracts and other | 91.5 | 95.1 |
Deferred rent revenue | 2.6 | 3 |
Customer deposits | 27.5 | $ 29.6 |
Performance obligation satisfied, revenue recognized | $ 27.3 | |
Expected duration | 1 year | |
Benefit period | 1 year |
Revenue - Accounts Receivable,
Revenue - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivables | $ 168,626 | $ 212,347 |
Less: allowance for doubtful accounts | (16,673) | (19,241) |
Accounts receivable, net | $ 151,953 | $ 193,106 |
Sales-Type Leases (Details)
Sales-Type Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Equipment sales | $ 19,603 | $ 7,671 | $ 43,775 | $ 19,908 |
Cost of equipment sales | 19,415 | 6,765 | 42,640 | 17,135 |
Gross profit | 188 | 906 | 1,135 | 2,773 |
Sales-type lease, rental contracts | 7,900 | 5,200 | 15,100 | 10,400 |
Interest income | $ 4,400 | $ 2,200 | $ 7,800 | $ 5,100 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventory | $ 765,424 | $ 596,724 |
Whole goods | ||
Inventory [Line Items] | ||
Inventory | 627,953 | 468,557 |
Aftermarket parts and services inventory | ||
Inventory [Line Items] | ||
Inventory | $ 137,471 | $ 128,167 |
Floor Plan Financing - Summary
Floor Plan Financing - Summary of Floor Plan Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument, Redemption [Line Items] | ||
Trade floor plan payables | $ 139,723 | $ 136,634 |
Non-trade floor plan payables | 366,092 | 293,536 |
Daimler Truck Financial | ||
Debt Instrument, Redemption [Line Items] | ||
Trade floor plan payables | 93,236 | 105,447 |
PACCAR Financial Services | ||
Debt Instrument, Redemption [Line Items] | ||
Trade floor plan payables | 46,487 | 31,187 |
PNC Equipment Finance, LLC | ||
Debt Instrument, Redemption [Line Items] | ||
Non-trade floor plan payables | $ 366,092 | $ 293,536 |
Floor Plan Financing - Narrativ
Floor Plan Financing - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
May 26, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 8.1 | $ 2.2 | $ 14.9 | $ 3.9 | |
Daimler Facility | ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest free period | 150 days | ||||
Maximum borrowing capacity | 175 | $ 175 | |||
Daimler Facility | 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 | $ 75 | |||
PACCAR Financial Corp | ABL Facility | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread | 0.60% | ||||
Loan Agreement | ABL Facility | ABL Facility | PNC Equipment Finance, LLC | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 370 | $ 370 | |||
Renewal term | 2 years | ||||
Loan Agreement | ABL Facility | Secured Overnight Financing Rate (SOFR) | ABL Facility | PNC Equipment Finance, LLC | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread | 3.25% |
Rental Equipment (Details)
Rental Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Rental equipment | $ 1,397,414 | $ 1,360,205 |
Less: accumulated depreciation | (476,738) | (476,531) |
Rental equipment, net | $ 920,676 | $ 883,674 |
Long-Term Debt - Debt Obligatio
Long-Term Debt - Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jan. 13, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Total debt outstanding | $ 1,453,811 | $ 1,389,392 | |
Deferred financing fees | (25,144) | (27,686) | |
Total debt net of deferred financing fees | 1,428,667 | 1,361,706 | |
Less: current maturities | (3,550) | (6,940) | |
Long-term debt | 1,425,117 | 1,354,766 | |
Notes payable | |||
Debt Instrument [Line Items] | |||
Total debt outstanding | $ 27,600 | $ 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% | 5% | |
ABL Facility | ABL Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Total debt outstanding | $ 492,411 | $ 437,731 | |
Debt interest rate | 7.30% | 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% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Millions | Mar. 27, 2023 | Jan. 13, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
2023 Credit Facility | ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 18 | |||
Proceeds from lines of credit | 13.7 | |||
Line of credit facility | $ 4.2 | |||
Debt interest rate | 5.75% | 5.80% | 0% | |
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 | 7.30% | 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% | |||
ABL Facility | ABL Facility | Maximum | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread | 2% | |||
ABL Facility | ABL Facility | Maximum | Canadian Dollar Offer Rate (CDOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread | 2% | |||
Letter of Credit | ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings | $ 3.1 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Potentially dilutive shares excluded in aggregate (in shares) | 29,400 | 23,500 | 29,300 | 23,300 |
Net Income | ||||
Basic earnings per share | $ 11,610 | $ 13,623 | $ 25,410 | $ 10,350 |
Dilutive common share equivalents | 0 | 0 | 0 | 0 |
Diluted earnings per share | $ 11,610 | $ 13,623 | $ 25,410 | $ 10,350 |
Weighted Average Shares | ||||
Weighted average shares, basic (in shares) | 246,130 | 247,745 | 246,090 | 247,403 |
Dilutive common share equivalents (in shares) | 825 | 869 | 842 | 836 |
Weighted average shares, diluted (in shares) | 246,955 | 248,614 | 246,932 | 248,239 |
Per Share Amount | ||||
Basic earnings per share (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.04 |
Diluted earnings per share (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.04 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2019 trading_day $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | 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 | $ | $ 30 | ||||
Common stock repurchases (in shares) | shares | 500,000 | 700,000 | |||
Repurchase of common stock value | $ | $ 3.2 | $ 4.3 | |||
Amount available under repurchase program | $ | $ 15.2 | $ 15.2 | |||
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 | ||||
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 | ||||
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 | ||||
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 | ||||
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 | ||||
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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 1,883 | $ 3,012 |
Carrying Value | Other notes payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other notes payable | 27,600 | 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 | 1,883 | 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 | 27,600 | 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 | 830,300 | 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 | 492,411 | 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 | 492,411 | 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)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 1,388 | $ (81) | $ 2,251 | $ 2,924 |
Effective tax rate | 8% | 22% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Oct. 28, 2020 | Jun. 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 | |
Buyer | Custom Truck | Sellers | ||
Loss Contingencies [Line Items] | ||
Estimate of possible loss | $ 8.5 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ in Millions | 1 Months Ended |
Dec. 31, 2022 USD ($) | |
Affiliated Entity | Companies Management and Immediate Families | |
Related Party Transaction [Line Items] | |
Purchases with related party | $ 15.4 |
Related Parties - Condensed Con
Related Parties - Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Total revenues from transactions with related parties | $ 456,830 | $ 362,106 | $ 908,993 | $ 728,582 |
Expenses incurred from transactions with related parties included in cost of revenue | 346,211 | 279,348 | 688,713 | 561,331 |
Expenses incurred from transactions with related parties included in operating expenses | 71,044 | 64,013 | 140,817 | 138,698 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Total revenues from transactions with related parties | 10,048 | 10,892 | 18,503 | 18,743 |
Expenses incurred from transactions with related parties included in cost of revenue | 494 | 515 | 852 | 1,812 |
Expenses incurred from transactions with related parties included in operating expenses | $ 1,368 | $ 1,606 | $ 2,763 | $ 3,237 |
Related Parties - Condensed C_2
Related Parties - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | $ 151,953 | $ 193,106 |
Accounts payable to related parties | 117,104 | 87,255 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | 3,733 | 7,813 |
Accounts payable to related parties | $ 1 | $ 1,475 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segments - Financial Informatio
Segments - Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 456,830 | $ 362,106 | $ 908,993 | $ 728,582 |
Depreciation of rental equipment | 43,616 | 43,324 | 83,946 | 88,288 |
Total cost of revenue | 346,211 | 279,348 | 688,713 | 561,331 |
Gross Profit | 110,619 | 82,758 | 220,280 | 167,251 |
ERS | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 168,526 | 145,309 | 374,446 | 310,223 |
Depreciation of rental equipment | 42,805 | 42,384 | 82,317 | 86,350 |
Total cost of revenue | 113,948 | 100,653 | 253,601 | 212,640 |
Gross Profit | 54,578 | 44,656 | 120,845 | 97,583 |
TES | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 251,423 | 181,306 | 460,577 | 349,139 |
Depreciation of rental equipment | 0 | 0 | 0 | 0 |
Total cost of revenue | 205,464 | 154,177 | 380,508 | 298,225 |
Gross Profit | 45,959 | 27,129 | 80,069 | 50,914 |
APS | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 36,881 | 35,491 | 73,970 | 69,220 |
Depreciation of rental equipment | 811 | 940 | 1,629 | 1,938 |
Total cost of revenue | 26,799 | 24,518 | 54,604 | 50,466 |
Gross Profit | 10,082 | 10,973 | 19,366 | 18,754 |
Rental | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 122,169 | 112,055 | 240,457 | 221,200 |
Cost of revenue | 31,981 | 28,791 | 61,880 | 54,584 |
Rental | ERS | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 117,832 | 108,109 | 231,616 | 213,670 |
Rental | TES | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Rental | APS | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 4,337 | 3,946 | 8,841 | 7,530 |
Equipment sales | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 302,117 | 218,506 | 603,407 | 445,692 |
Cost of revenue | 245,266 | 184,595 | 491,391 | 371,873 |
Equipment sales | ERS | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 50,694 | 37,200 | 142,830 | 96,553 |
Cost of revenue | 39,802 | 30,418 | 110,883 | 73,648 |
Equipment sales | TES | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 251,423 | 181,306 | 460,577 | 349,139 |
Cost of revenue | 205,464 | 154,177 | 380,508 | 298,225 |
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 | 32,544 | 31,545 | 65,129 | 61,690 |
Cost of revenue | 25,348 | 22,638 | 51,496 | 46,586 |
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 | 32,544 | 31,545 | 65,129 | 61,690 |
Rentals/parts and services | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 57,329 | 51,429 | 113,376 | 101,170 |
Rentals/parts and services | ERS | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 31,341 | 27,851 | 60,401 | 52,642 |
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 | $ 25,988 | $ 23,578 | $ 52,975 | $ 48,528 |
Segments - Reconciliation of Se
Segments - Reconciliation of Segment Gross Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Gross Profit | $ 110,619 | $ 82,758 | $ 220,280 | $ 167,251 |
Selling, general and administrative expenses | 58,028 | 48,779 | 115,019 | 102,434 |
Amortization | 6,606 | 6,871 | 13,278 | 20,206 |
Non-rental depreciation | 2,721 | 2,317 | 5,371 | 5,364 |
Transaction expenses and other | 3,689 | 6,046 | 7,149 | 10,694 |
Interest expense, net | 31,625 | 20,281 | 60,801 | 39,437 |
Financing and other income | (5,048) | (15,078) | (8,999) | (24,158) |
Income Before Income Taxes | $ 12,998 | $ 13,542 | $ 27,661 | $ 13,274 |
Segments - Assets by Country (D
Segments - Assets by Country (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Assets | $ 3,138,644 | $ 2,938,212 |
United States | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,020,787 | 2,830,958 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 117,857 | $ 107,254 |