Custom Truck One Source, Inc. ($CTOS)

Good morning, everyone, and welcome to Custom Truck One Source's Business Resegmentation Webinar. I would now like to turn the call over to Brian Perman, Vice President, Investor Relations. Please go ahead.

Thank you. Before we begin, we would like to remind you that management's commentary and responses to questions on today's call may include forward-looking statements, which, by their nature, are uncertain and outside of the company's control. Although these forward-looking statements are based on management's current expectations and beliefs, actual results may differ materially. For a discussion of some of the factors that could cause actual results to differ. Please refer to the Risk Factors section of the company's filings with the SEC. Additionally, please note that you can find reconciliations of the historical non-GAAP financial measures discussed during the call and our quarterly earnings press releases and investor presentations. Those as well as the slides being used for this webinar are posted to [indiscernible] Events and Presentations page of our Investor Relations website. Joining me today are Ryan McMonagle, CEO; and Chris Eperjesy, CFO. I will now turn the call over to Ryan.

Thanks, Brian, and good morning to all of you, and welcome to our webinar today. today really is about explaining our updated segment reporting framework. As we talked about on our earnings call for Q4, we are moving to 2 reportable segments. We will start to report that way effective Q1 of 2026 this year, which means that we've really begun to operate that way effective January 1 of this year. So -- and we believe this now reflects how we run and evaluate the overall business. The 2 segments, as we mentioned previously, are SER or specialty equipment rental which really is the majority of our legacy ERS segment plus a portion of our APS segment. And then the second segment is STEM or specialty truck equipment and manufacturing, which is our legacy TES segment, including a portion of our legacy APS segment. The big difference that you'll see in our new segment reporting is that the segment financials will reflect intersegment revenue and margin. You'll see that for 2025, that would have added $465 million of revenue and $75 million of gross profit to the STEM segment. Next slide, please. Previous -- our previous APS activity remains integral to who we are as a company and integral to our business. But APS will now no longer be reported as a stand-alone segment. For illustrative purposes, we have provided our historical results, which will be recast as if we have made these changes effective January 1, 2024, to provide you all 2 years of historical numbers for illustrative purposes. And then the big change that you'll see is that we are allocating direct SG&A to the segments to the SER, Specialty Equipment Rental segment and the STEM or the Specialty Truck Equipment and Manufacturing segment as well. And so because of that, we'll now show you segment level reporting down to segment adjusted EBITDA rather than historically it was adjusted gross profit or gross profit -- and you'll see that for fiscal year 2025, we would have shown $384 million of segment adjusted EBITDA for our SER segment and we would have showed $134 million of segment adjusted EBITDA for our Spin segment. Both really are impressive segments, stand-alone -- they can stand alone on their own. The other thing I want to highlight, and it's important is that there is no impact to our consolidated GAAP results, either on a historical basis or going forward. And I think that's important for you to remember and to understand -- next slide, please. Why are we doing this now? I think this has been an important page to talk about and something we've been talking about internally. But we believe that this structure aligns both our external reporting with our internal decision-making. So this is how we are managing the overall business. It's how we're managing internal performance of the business, and we think that is certainly important to communicate with some of the changes that we've communicated over the past several quarters. And then we believe that this provides clear separation between our rental business and our sales and manufacturing business as well. And we think for our investors, we think it will improve visibility into margin profile in the EBITDA profile and into the capital intensity of each segment. As you know, the specialty equipment rental segment has high adjusted gross margin. It has high EBITDA margin percentages but is much more capital intensive as a segment. And that compares to STEM, our Specialty Truck Equipment and Manufacturing segment that has lower adjusted gross margin, lower EBITDA margin percentages but it's much less capital intensive. And so we feel like that enhances overall investor transparency. It improves peer comparability and allows each of the segments really to stand on their own and highlight their own strong performance, all while continuing to take care of the customer as 1 company. And we think that really is important, right, for you to understand. Nothing is changing in terms of how we go to market, but we want to make sure that we're providing better transparency and comparability to our investors. Next slide, please. And so what's not changing. I think this is important is that our core accounting policies remain unchanged. From a financial perspective, only intersegment accounting is changing, which is meaningful, but has 0 impact on our consolidated financial results. So there's no change to consolidated free cash flow, net leverage or our capital allocation strategy. And then as I mentioned, there is no change to our customer strategy or our go-to-market approach to take care of the customer, which is what we know that we do incredibly well. And so we believe this will provide better transparency on how we run the overall business. And with that, I'm going to hand it over to Chris to walk through several more details.

Thanks, Ryan. Slide -- sorry, Slide 7 shows the migration from the legacy ERS, TES and APS presentation to the new SER and STEM framework. Conceptually, SER captures the rental-oriented economics of the enterprise, while STEM captures the sales, manufacturing and sales-led aftermarket economics. You'll also see that the ready mix looks modestly different under the new structure because the as adjusted segment view includes intersegment sales before elimination. That is why the new mix percentages are not directly comparable to the legacy segment mix percentage is shown on the left side of the page. And so you'll see here ERS was 36%, TES was 56%, APS was 8%. And under the new segment format, it's a 2/3, 1/3 split: 2/3 STEM, 1/3 SER. You can go to the next slide. This slide outlines the key operating metrics we will continue to provide under the new segment structure. And so for [indiscernible], we will continue to emphasize the rental metrics investors already know well. So utilization, OEC on rent, on rent yield, fleet CapEx, fleet size and age and asset level returns. And for STEM, we will continue to focus on revenue by category, backlog and net order trends. And both segments will include revenue disclosure, gross profit information and segment adjusted EBITDA which gives a more complete view of segment-level performance after direct SG&A allocations. On Slide 9, so EPS is not going away. That's important to note. It is being integrated into the 2 segments where the economics naturally below. Rental-related parts, tools, accessories and service work that support the CTOS rental fleet or rental led customer relationships move into SER and sales-led aftermarket activity, retail parts and longer cycle support tied to equipment sales moves into STEM. And so that creates -- we think that creates a cleaner mapping between the revenue stream, the customer relationship and the economics of the business activity being evaluated. But again, it is important to note that APS is no longer going to be presented as a stand-alone segment. On Slide 10, not all of the costs are going to be pushed nor should they be pushed into the operating segments, approximately of shared corporate expenses for the full year 2025 will remain in a corporate and eliminations column, you'll see in the appendices in the various financial [indiscernible] information we're presenting. Those are enterprise-level functions such as technology, finance, HR, legal, safety, executive compensation, corporate insurance, corporate development and real estate support. And we believe keeping those expenses outside the operating segments really preserves a cleaner view of direct segment economics while still providing the full transparency in the consolidated bridge. On Slide 11, beginning in 2026, intersegment transactions will be reflected using a consistent cost-plus methodology aligned with the economics of the transaction. used equipment that will be transferred from SER to STEM will carry a 10% gross margin and new equipment sold from STEM into SER's rental fleet will carry a 16% gross margin. The examples on the slide illustrate how those mechanics work. These entries matter for segment presentation, but they are fully eliminated on consolidation. Just as importantly, on rent yield and used rental sale margin metrics will continue to be presented on a consolidated post elimination basis. So those KPIs remain historically comparable. On Slide 12, this distinction is important. In our 2026 SEC filings, the 2025 comparative segment information will reflect the historical activity reclassified into SER and STEM, but it will not reflect the full gross margin presentation on intersegment sales. Separately, the appendix in this presentation provides an unaudited illustrative excuse me, as adjusted view, showing what 2024 and 2025 would have looked like if the 2026 intersegment accounting framework had been in effect in those periods. Said another way, the SEC comparative footnotes show reclassification while the appendix shows the transfer pricing overlay. That is why we believe the appendix is useful, but it should not be confused with a restatement. And so as we move forward, we will, on a quarterly basis, be presenting in our investor deck, some of that information that will help you bridge the difference there, especially as it relates to intercompany and intersegment activity. On Slide 13, our fourth quarter and full year 2025 results were the last results reported under the legacy segment structure. Beginning with the first quarter 2026 reporting, we will use the new 2-segment framework that we're discussing today. Through fourth quarter of 2026 reporting, we will continue to provide the reconciliation in bridge materials needed for the comparability. That should give investors a clean transition period to refresh their models. Beginning with Q1 2026, our guidance will also be presented using the new framework, including consolidated revenue and adjusted EBITDA ranges, segment revenue ranges, OEC growth gross and net rental CapEx ranges, free cash flow and leverage targets. On Slide 14, the key message here on this slide is that our consolidated 2026 outlook is unchanged from what we communicated with fourth quarter 2025 earnings. We continue to expect consolidated revenue of $2.005 billion to $2.12 billion and adjusted EBITDA of $410 million to $435 million. However, within that outlook, SER is expected to benefit from continued healthy utilization and OEC on rent trends supported by demand of our transmission and distribution customers. We expect gross rental fleet investment of $340 million to $360 million and net rental CapEx of approximately $150 million to $170 million. For STEM, the headline segment growth rate is impacted by lower expected intersegment fleet-related activity as net rental CapEx comes down year-over-year as we discussed on our fourth quarter earnings call. That is why total STEM revenue appears muted. Importantly, third-party STEM revenue is expected to grow between 3% and 10%. We also continue to expect at least $50 million of levered free cash flow and remain focused on deleveraging with net leverage meaningfully below 4x by the end of 2026, and our 3x target expected sometime in 2027. With that, I'll turn it back over to Ryan.

Great. And look, there's just a couple of things I want to highlight before we go, we open to Q&A. And I think the first is that this change is -- reflects a deliberate intent on our part to transition from 3 segments to 2. We believe that's designed to better align with how we operate the business today. The operated structure really mirrors the evolution of our operating model. And we believe it also helps simplify how we tell the story to the market. and we believe that makes it easier to understand how the business performs. The new segment framework creates a clear distinction between our core growth platforms, specialty equipment rental and specialty truck equipment and manufacturing. And it also allows us to better reflect the different margin profile and capital intensity of each segment. From a performance standpoint, the new structure provides cleaner line of sight into the underlying performance drivers that provides greater transparency for external stakeholders evaluating growth and profitability. What's important is that we continue to have proven leadership aligned to each of these segments. We have clear accountability. And one of the things that makes Custom Trucks so unique is we have deep domain expertise in these categories. This will ensure continuity, it ensures proven execution and strong ownership of each segment as we deliver on the priorities that we communicated to you. And then finally, we think it's important to emphasize what's not changing. There's no change to our corporate strategy, no change to our capital allocation priorities or our go-to-market approach or our segment leadership structure. This is truly just an evolution of how we organize and then how we communicate our business. And so it is not a change in strategic direction. And so with that, I'll hand it back to Brian to talk about what's in the appendix before we open up for Q&A.

Thanks, Ryan. Sure. Just a quick note on the appendix. The first few pages contain a glossary of some of our KPIs and financial measures, just to remind everybody about the definition of the terms that we use. And as Chris and Ryan both mentioned, the rest of the appendix contain reconciliations of our previous 3 segment reporting to our new segment reporting, showing the adjustments for the split of EPS between the 2 new segments as well as intersegment sales and margin. We showed this for every quarter and for the full year for both 2024 and 2025. And as we mentioned a few times, these are shown for illustrative purposes only and are not intended to be a restatement of any prior results. Obviously, if you have any questions on those numbers, you can please feel free to reach out to me. I think with that, Regina, we'd like to open the line to questions.

[Operator Instructions] And there appear to be no questions at this time. I'll hand the call back to Ryan for any concluding remarks.

Great. Thanks. Thanks, everyone, for joining us today on our webinar. We appreciate your interest in Custom Truck, and we look forward to visiting with you here in our Q1 earnings call here in a few weeks. And again, if you have any questions about what we've communicated today, please don't hesitate to reach out. Have a great day, and thank you.

This will conclude today's call. Thank you all for joining. You may now disconnect.