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Nesco Holdings (NSCO) Investor Presentation - Slideshow
2020-06-11 19:10
NESCO® 0 Investor Presentation June 2020 Disclaimer 1 SOME OF THE FINANCIAL INFORMATION AND DATA OF NESCO HOLDINGS, INC. ("NESCO") CONTAINED HEREIN DOES NOT CONFORM TO SEC REGULATION S-X IN THAT IT INCLUDES CERTAIN FINANCIAL INFORMATION NOT DERIVED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"). ACCORDINGLY, SUCH INFORMATION AND DATA HAS BEEN AND WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN NESCO'S SEC REPORTS. NESCO BELIEVES THAT THE PRESENTATION OF SUCH NON-GAAP MEASUR ...
Custom Truck One Source(CTOS) - 2020 Q1 - Quarterly Report
2020-05-07 21:09
Table of Contents _______________________________ _______________________________ _______________________________ Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value NSCO New York Stock Exchange Redeemable warrants, exercisable for Common Stock, $0.0001 par value NSCO.WS New York Stock Exchange Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o Emerging growth company x UNITED STATES SECURITIES AND EXC ...
Nesco Holdings (NSCO) Investor Presentation - Slideshow
2020-03-20 17:25
MESCO® 0 Investor Presentation March 2020 Disclaimer 1 SOME OF THE FINANCIAL INFORMATION AND DATA OF NESCO HOLDINGS, INC. ("NESCO") CONTAINED HEREIN DOES NOT CONFORM TO SEC REGULATION S-X IN THAT IT INCLUDES CERTAIN FINANCIAL INFORMATION NOT DERIVED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"). ACCORDINGLY, SUCH INFORMATION AND DATA HAS BEEN AND WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN NESCO'S SEC REPORTS. NESCO BELIEVES THAT THE PRESENTATION OF SUCH NON-GAAP MEASU ...
Custom Truck One Source(CTOS) - 2019 Q4 - Annual Report
2020-03-14 01:31
PART I [Business](index=4&type=section&id=Item%201.%20Business) Nesco Holdings, Inc. is a leading specialty equipment rental provider for the North American electric utility T&D, telecom, and rail industries, operating through Equipment Rental and Sales (ERS) and Parts, Tools, and Accessories (PTA) segments - Nesco is one of the largest specialty equipment rental providers in North America, serving the electric utility T&D, telecom, and rail industries with a fleet of approximately **4,600 units** as of December 31, 2019[15](index=15&type=chunk) - The company operates through two primary segments: Equipment Rental and Sales (ERS) and Parts, Tools, and Accessories (PTA), offering a "one-stop-shop" solution to its customers[21](index=21&type=chunk) - Core end-markets (T&D, telecom, rail) are experiencing secular growth driven by infrastructure upgrades, 5G deployment, and increased freight transportation needs, historically outpacing GDP growth[15](index=15&type=chunk)[23](index=23&type=chunk) - Key growth strategies include investing in the fleet to capture unmet demand (over **6,000 rental opportunities** turned away from 2017-2019), expanding the PTA business, and pursuing selective strategic acquisitions[40](index=40&type=chunk)[42](index=42&type=chunk) Revenue by End-Market (2019) | End-Market | Percentage of Revenue | | :--- | :--- | | T&D | 76.4% | | Telecom | 12.9% | | Rail | 5.2% | | Other | 5.5% | [Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from cyclical demand, reliance on manufacturers, significant indebtedness, historical internal control weaknesses, and the COVID-19 outbreak - Demand for services is cyclical and vulnerable to industry and economic downturns, which could affect customer spending on infrastructure projects[63](index=63&type=chunk) - The company relies on a limited number of manufacturers for equipment purchases, with three vendors accounting for more than **10% of purchases** for the year ended December 31, 2019[67](index=67&type=chunk) - Significant indebtedness of **$756.6 million** as of December 31, 2019, could limit financial flexibility, access to capital, and ability to service debt obligations[113](index=113&type=chunk) - A material weakness in internal control over financial reporting related to accounting for rental equipment was identified as of December 31, 2018, and was remediated as of December 31, 2019[101](index=101&type=chunk)[102](index=102&type=chunk) - The company is controlled by affiliates of Energy Capital Partners (ECP), which owned **53% of common stock** as of December 31, 2019, and their interests may differ from other shareholders[127](index=127&type=chunk) - The recent COVID-19 outbreak is identified as a potential risk that could adversely affect business, financial condition, and results of operations through supply chain disruptions or widespread quarantines[134](index=134&type=chunk)[135](index=135&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[136](index=136&type=chunk) [Properties](index=26&type=section&id=Item%202.%20Properties) Nesco's headquarters is in Fort Wayne, IN, operating 12 leased rental locations and partnering with over 50 third-party service locations across North America - The company's headquarters is in Fort Wayne, IN, operating **12 leased equipment rental and service locations** and partnering with over **50 third-party service locations** across the U.S. and Canada[137](index=137&type=chunk) - Total square footage under lease is approximately **300,000** with expiration dates through 2025[139](index=139&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various ordinary course legal matters, none expected to materially impact financial condition - Nesco is subject to various legal proceedings arising in the ordinary course of business but believes none will have a material adverse effect on its business or financial condition[140](index=140&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[141](index=141&type=chunk) PART II [Market for Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=27&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Nesco's common stock trades on NYSE under "NSCO", with no cash dividends anticipated as earnings are retained for business operations - The company's common stock is traded on the NYSE under the symbol **"NSCO"**[142](index=142&type=chunk) - Nesco has never declared or paid cash dividends and does not anticipate paying any in the foreseeable future, as earnings are intended to be retained for business operations[146](index=146&type=chunk) - No issuer purchases of equity securities were made[147](index=147&type=chunk) [Selected Financial Data](index=29&type=section&id=Item%206.%20Selected%20Financial%20Data) Revenue grew from **$203.8 million** in 2017 to **$264.0 million** in 2019, but net loss increased to **$27.1 million** in 2019 due to higher interest expense and debt extinguishment loss Selected Financial Data (in $000s) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Revenue** | $264,035 | $246,297 | $203,767 | | **Gross Profit** | $86,548 | $81,618 | $57,745 | | **Operating Income** | $36,018 | $43,164 | $23,488 | | **Net Loss** | $(27,052) | $(15,526) | $(27,095) | | **Total Assets** | $815,284 | $691,556 | $697,506 | | **Total Liabilities** | $827,414 | $850,312 | $841,470 | [Management's Discussion and Analysis of Financial Condition and Results of Operation](index=31&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operation) In 2019, total revenue increased **7.2%** to **$264.0 million**, but net loss widened to **$27.1 million** due to higher interest expense and debt extinguishment loss, while Adjusted EBITDA grew **4.8%** Year-over-Year Operating Results (in $000s) | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $264,035 | $246,297 | 7.2% | | Gross Profit | $86,548 | $81,618 | 6.0% | | Operating Income | $36,018 | $43,164 | (16.6)% | | Net Loss | $(27,052) | $(15,526) | 74.2% | Key Performance Metrics | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Adjusted EBITDA (a) | $127,486 | $121,657 | 4.8% | | Average equipment on rent | $478,996 | $450,195 | 6.4% | | Average fleet count | 4,172 | 3,839 | 8.7% | | Average fleet utilization | 80.7% | 82.3% | (1.9)% | - The increase in 2019 net loss was primarily due to a **$6.7 million** increase in net interest expense and a **$4.0 million** loss on the extinguishment of debt related to the merger and recapitalization[175](index=175&type=chunk) - In July 2019, the company entered into a new **$350 million** revolving credit facility and issued **$475 million** in Senior Secured Notes due 2024 to refinance existing debt and support growth[222](index=222&type=chunk)[223](index=223&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk on its variable-rate debt, partially hedged by an interest rate collar, and unhedged foreign exchange risk from Canadian and Mexican operations - The primary market risk is interest rate fluctuations on the variable-rate 2019 Credit Facility, with **$250.0 million** outstanding as of December 31, 2019[238](index=238&type=chunk)[240](index=240&type=chunk) - The company uses an interest rate collar to hedge against interest rate fluctuations on its variable-rate debt[240](index=240&type=chunk) - Nesco is exposed to foreign exchange rate risk from revenues denominated in Canadian dollars (**$5.7 million** in 2019) and Mexican pesos (**$1.0 million** in 2019), and this exposure is not hedged[241](index=241&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for 2017-2019, reflecting asset and revenue growth alongside persistent net losses, with detailed notes on accounting policies and debt structure - The financial statements were audited by Deloitte & Touche LLP, which issued an unqualified opinion[245](index=245&type=chunk) Consolidated Balance Sheet Highlights (in $000s) | Account | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total Current Assets | $115,843 | $68,617 | | Rental Equipment, net | $383,420 | $320,722 | | Goodwill & Intangibles, net | $308,747 | $299,454 | | **Total Assets** | **$815,284** | **$691,556** | | Long-term Debt, net | $713,023 | $756,872 | | **Total Liabilities** | **$827,414** | **$850,312** | | **Total Stockholders' Deficit** | **$(12,130)** | **$(158,756)** | - The merger with Capitol Investment Corp. IV on July 31, 2019, was accounted for as a reverse recapitalization, with Nesco Holdings I, Inc. treated as the accounting acquirer[278](index=278&type=chunk)[281](index=281&type=chunk) - On November 4, 2019, the company acquired Truck Utilities, Inc. for a purchase price of approximately **$47.7 million**, adding to both the ERS and PTA segments[333](index=333&type=chunk) [Changes In and Disagreements with Accountants](index=85&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Following the merger, Marcum LLP was dismissed and Deloitte & Touche LLP was engaged as the independent auditor, with no disagreements reported - On September 10, 2019, Marcum LLP was dismissed and Deloitte & Touche LLP was engaged as the company's independent registered public accounting firm[407](index=407&type=chunk) - There were no disagreements with Marcum on accounting principles, financial statement disclosure, or auditing scope during its engagement[408](index=408&type=chunk) [Controls and Procedures](index=85&type=section&id=Item%209A.%20Controls%20and%20Procedures) A material weakness in rental equipment accounting for 2018 was remediated in 2019 through personnel hires and enhanced controls, leading to effective disclosure controls - A material weakness related to accounting for rental equipment was identified for the year ended December 31, 2018[410](index=410&type=chunk) - A remediation plan was implemented in 2019, including hiring additional experienced personnel and enhancing controls over rental equipment activity[410](index=410&type=chunk) - Management concluded that the material weakness was remediated and disclosure controls were effective as of December 31, 2019[410](index=410&type=chunk)[413](index=413&type=chunk) [Other Information](index=86&type=section&id=Item%209B.%20Other%20Information) The company reports no other information to disclose - None[416](index=416&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=87&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by CEO Lee Jacobson, President Robert Blackadar, and CFO Bruce Heinemann, with a ten-member board, a majority of whom are independent, and three standing committees - The executive team includes CEO Lee Jacobson, President Robert Blackadar, and CFO Bruce Heinemann[420](index=420&type=chunk) - The Board of Directors consists of **ten members**, with William Plummer serving as Chairman and Mark D. Ein as Vice Chairman[420](index=420&type=chunk)[422](index=422&type=chunk)[423](index=423&type=chunk) - The board has determined that Messrs. Plummer, Kimmelman, D'Argenio, Stoops, Dryden, Ein, and Holthaus are independent directors[428](index=428&type=chunk) - The board has three standing committees: Audit, Nominating, and Compensation, with charters outlining their responsibilities[432](index=432&type=chunk)[433](index=433&type=chunk)[434](index=434&type=chunk)[437](index=437&type=chunk) [Executive Compensation](index=93&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation in 2019 included base salary, non-equity incentives, and equity awards, with new stock options and RSUs granted post-merger, while non-employee directors received cash and equity 2019 Summary Compensation | Name | Position | Total Compensation ($) | | :--- | :--- | :--- | | Lee Jacobson | CEO | 2,866,894 | | Bruce Heinemann | CFO | 1,197,961 | | Robert Blackadar | President | 1,623,809 | - On August 21, 2019, the company granted stock options and RSUs to its Named Executive Officers, which vest over four years[456](index=456&type=chunk) - Non-employee directors receive an annual cash retainer of **$50,000**, with committee chairs receiving an additional **$10,000**, and certain directors also received stock option grants in 2019[463](index=463&type=chunk) [Security Ownership](index=99&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) As of March 1, 2020, ECP ControlCo, LLC was the largest beneficial owner with **54.7%** of common stock, and all directors and executive officers collectively owned **26.7%** Principal Shareholders (as of March 1, 2020) | Name of Beneficial Owner | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | | ECP ControlCo, LLC | 54.7% | | Capitol Acquisition Management IV, LLC | 15.9% | | Capitol Acquisition Founder IV, LLC | 8.1% | | Brown Advisory Incorporated | 7.6% | | Alyeska Investment Group, L.P. | 5.8% | | Brookfield Asset Management Inc. | 5.3% | - All current directors and executive officers as a group beneficially own **26.7%** of the company's common stock[469](index=469&type=chunk) [Certain Relationships and Related Transactions](index=102&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Nesco engages in commercial transactions with PLH Group, an ECP affiliate, generating **$11.5 million** in 2019 revenue, and the board has a majority of independent directors - Nesco has commercial transactions with PLH Group, Inc., an affiliate of its controlling shareholder, ECP, with revenues from these transactions totaling **$11.5 million** in 2019, **$9.9 million** in 2018, and **$6.0 million** in 2017[485](index=485&type=chunk) - The board has determined that Messrs. Plummer, Kimmelman, D'Argenio, Stoops, Dryden, Ein, and Holthaus are independent directors[487](index=487&type=chunk) [Principal Accountant Fees and Services](index=103&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) For fiscal year 2019, Deloitte & Touche LLP charged **$642,000** for audit fees and **$194,810** for tax fees, all pre-approved by the audit committee Accountant Fees for Fiscal Year 2019 | Fee Category | Amount ($) | | :--- | :--- | | Audit Fees | 642,000 | | Tax Fees | 194,810 | | All Other Fees | 0 | | **Total** | **836,810** | PART IV [Financial Statement Schedule and Exhibits](index=104&type=section&id=Item%2015.%20Financial%20Statement%20Schedule%20and%20Exhibits) This section includes condensed parent company financial information and a comprehensive list of exhibits filed with the Form 10-K - Includes condensed parent-company-only financial statements for Nesco Holdings, Inc.[494](index=494&type=chunk) - Provides a comprehensive list of exhibits filed with the annual report, including merger agreements, debt indentures, and executive compensation plans[514](index=514&type=chunk)[515](index=515&type=chunk) [Form 10-K Summary](index=113&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[518](index=518&type=chunk)
Custom Truck One Source(CTOS) - 2019 Q3 - Quarterly Report
2019-11-12 22:31
Table of Contents _______________________________ _______________________________ _______________________________ Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value NSCO New York Stock Exchange Redeemable warrants, exercisable for Common Stock, $0.0001 par value NSCO.WS New York Stock Exchange Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting companyo Emerging growth company x UNITED STATES SECURITIES AND EXCH ...
Custom Truck One Source(CTOS) - 2019 Q2 - Quarterly Report
2019-07-31 01:08
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 84-2531628 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of common stock and onethird of one redeemable warrantCIC.U New York Stock Exchange Common stock, par value $0.0001 per share CIC New York Stock Exchange Redeemable warrants, exercisable for shares of com ...
Custom Truck One Source(CTOS) - 2019 Q1 - Quarterly Report
2019-05-08 21:07
Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Capitol Investment Corp. IV's unaudited condensed consolidated financial statements, including balance sheets, operations, equity, and cash flows, with notes on policies and the NESCO merger [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a slight increase in total assets to $410.8 million as of March 31, 2019, primarily due to an increase in cash and marketable securities held in the Trust Account Condensed Consolidated Balance Sheet Highlights (in USD) | Account | March 31, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$410,796,340** | **$408,197,214** | | Cash and marketable securities in Trust Account | $410,026,800 | $407,727,618 | | **Total Liabilities** | **$15,014,473** | **$14,178,375** | | Convertible promissory notes – related parties | $750,000 | $0 | | **Total Shareholders' Equity** | **$5,000,004** | **$5,000,005** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2019, the company reported a net income of $1.76 million, a significant increase from $0.96 million in the same period of 2018, driven by higher interest income Statement of Operations Summary (in USD) | Metric | Three Months Ended Mar 31, 2019 | Three Months Ended Mar 31, 2018 | | :--- | :--- | :--- | | Operating costs | $536,154 | $413,244 | | Loss from operations | ($536,154) | ($413,244) | | Interest income | $2,274,691 | $1,367,437 | | **Net income** | **$1,763,028** | **$955,374** | [Condensed Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Total shareholders' equity remained constant at approximately $5.0 million for the three months ended March 31, 2019, as net income was offset by changes in redeemable ordinary shares - For the three months ended March 31, 2019, net income of **$1,763,028** was offset by a change in the value of ordinary shares subject to possible redemption of (**$1,763,029**), resulting in total shareholders' equity remaining stable at **$5,000,004**[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first quarter of 2019, net cash used in operating activities was $461,280, offset by $750,000 from financing activities, leading to a net increase in cash of $288,720 Cash Flow Summary (in USD) | Cash Flow Activity | Three Months Ended Mar 31, 2019 | Three Months Ended Mar 31, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | ($461,280) | ($506,633) | | Net cash provided by investing activities | $0 | $750,000 | | Net cash provided by financing activities | $750,000 | $0 | | **Net Change in Cash** | **$288,720** | **$243,367** | | **Cash – Ending** | **$756,973** | **$745,292** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes clarify the company's blank check nature, detailing convertible promissory notes, deferred underwriting fees, and the significant subsequent merger agreement with NESCO Holdings I, Inc - The company is a blank check company incorporated on May 1, 2017, with the objective of completing a Business Combination, and all activity through March 31, 2019, relates to its formation, IPO, and search for a target, including the proposed combination with NESCO Holdings I, Inc[20](index=20&type=chunk)[21](index=21&type=chunk) - On March 22, 2019, the company issued **$750,000** of unsecured, non-interest bearing convertible promissory notes to related parties, payable upon the consummation of a Business Combination, convertible into warrants at **$1.50** per warrant[36](index=36&type=chunk) - On April 7, 2019, the company entered into an Agreement and Plan of Merger with NESCO Holdings, LP, involving the company domesticating as a Delaware corporation and acquiring Nesco through a series of mergers, with the transaction expected to close in the second quarter of 2019[46](index=46&type=chunk)[47](index=47&type=chunk)[53](index=53&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=14&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results of operations, noting no operating revenue, net income from Trust Account interest, sufficient liquidity, and the pending Nesco merger [Results of Operations](index=14&type=section&id=Results%20of%20Operations) The company generated no operating revenue, with net income for the three months ended March 31, 2019, increasing to $1.76 million from $0.96 million due to higher interest income - The company will not generate operating revenues until it completes a business combination, with expenses primarily related to public company compliance and due diligence[58](index=58&type=chunk) Income Comparison (Q1 2019 vs Q1 2018) | Metric | Three Months Ended Mar 31, 2019 | Three Months Ended Mar 31, 2018 | | :--- | :--- | :--- | | Interest Income | $2,274,691 | $1,367,437 | | Operating Costs | ($536,154) | ($413,244) | | **Net Income** | **$1,763,028** | **$955,374** | [Liquidity and Capital Resources](index=14&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2019, the company had $756,973 in cash outside the Trust Account and $410 million within it, with operations financed by IPO proceeds, interest income, and a $750,000 loan from related parties - As of March 31, 2019, the company had **$756,973** in cash outside the Trust Account and **$410,026,800** in cash and marketable securities held within the Trust Account[61](index=61&type=chunk)[67](index=67&type=chunk) - In March 2019, related parties (Lenders) loaned the company an aggregate of **$750,000** for working capital, with these loans being non-interest bearing and convertible into warrants upon a business combination[69](index=69&type=chunk) - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the Trust Account or if redemptions are significant[71](index=71&type=chunk) [Critical Accounting Policies](index=18&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies involve significant management estimates, including classifying redeemable ordinary shares as temporary equity and applying the two-class method for earnings per share - Ordinary shares subject to possible redemption are classified as temporary equity because the redemption events are outside of the company's control[77](index=77&type=chunk) - The company uses the two-class method for calculating earnings per share, adjusting net income for the portion attributable to redeemable shares, as they only participate in Trust Account earnings[78](index=78&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=18&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company has minimal exposure to market risk, as its funds are invested in short-term U.S. government treasury bills or money market funds, making interest rate risk immaterial - The company's investments are limited to short-term U.S. government treasury securities, resulting in no material exposure to interest rate risk[80](index=80&type=chunk) [Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2019, with no material changes in internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2019, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[82](index=82&type=chunk) - There were no changes during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[83](index=83&type=chunk) Part II. Other Information [Unregistered Sales of Equity Securities and Use of Proceeds](index=20&type=section&id=Item%205.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the issuance of unregistered equity securities, including founder shares and private placement warrants, and the use of proceeds from the company's IPO - In May 2017, the company issued **10,062,500** founder shares to its Sponsors for **$25,000** under a Section 4(a)(2) exemption[86](index=86&type=chunk) - Simultaneously with the IPO, the company sold **6,533,333** Private Placement Warrants to sponsors and directors at **$1.50** each, raising **$9.8 million** in a private placement[88](index=88&type=chunk) - Of the gross proceeds from the IPO and private placement, **$402.5 million** was placed in the Trust Account, with total underwriting discounts and commissions of **$22,137,500**[90](index=90&type=chunk) [Exhibits](index=20&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL interactive data files - The exhibits filed with this report include CEO and CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906, along with XBRL data files[91](index=91&type=chunk) Part III. Signatures [Signatures](index=21&type=section&id=Signatures) The report is duly signed on May 8, 2019, by Mark D. Ein, Chairman and Chief Executive Officer, and L. Dyson Dryden, President and Chief Financial Officer, on behalf of Capitol Investment Corp. IV - The Form 10-Q was signed and authorized on May 8, 2019, by the company's CEO and CFO[94](index=94&type=chunk)[95](index=95&type=chunk)
Custom Truck One Source(CTOS) - 2018 Q4 - Annual Report
2019-03-04 21:41
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to ______________ Commission File Number 001-38186 CAPITOL INVESTMENT CORP. IV (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A ...