Nesco Holdings, Inc. Reports Fourth Quarter And Full Year 2019 Financial Results

FORT WAYNE, Ind., March 12, 2020 /PRNewswire/ -- Nesco Holdings, Inc. (NYSE: NSCO, "Nesco" or the "Company"), a leading provider of specialty rental equipment to the electric utility, telecom, and rail infrastructure end-markets, today reported financial results for the fourth quarter and full year ended December 31, 2019.

FULL YEAR 2019 HIGHLIGHTS

    --  Total revenue of $264.0 million (+7.2% from 2018)
    --  Equipment rental revenue of $182.7 million (+5.5% from 2018)
    --  Equipment sales revenue of $34.1 million (-23.2% from 2018)
    --  Parts, tools, and accessories revenue of $47.2 million (+64.8% from
        2018)
    --  Consolidated net loss of $27.1 million (includes $15.9 million of
        transaction and process improvement costs)
    --  Adjusted EBITDA of $127.5 million (+4.8% from 2018)
    --  Adjusted EBITDA including a full year of Truck Utilities of $134.5
        million
    --  Closed acquisition of Truck Utilities on November 4, 2019

Lee Jacobson, Chief Executive Officer of Nesco, said, "The fourth quarter capped off another year of solid growth for Nesco. Our core specialty rental equipment remains in high demand in each of our end-markets, as evidenced by more than 8% year-over-year equipment rental revenue growth in the fourth quarter, excluding the impact from Truck Utilities and another quarter of record equipment on rent, which is also up more than 8% year-over-year in the fourth quarter. Parts, tools and accessories segment revenue increased more than 70% on a year-over-year basis in the fourth quarter, excluding Truck Utilities, driven by a combination of new regional locations and increased spend within our equipment rental customer base."

"Demand within our core electrical transmission and distribution, telecom and rail end markets remain robust," continued Jacobson. "Our largest contractor customers reported another quarter of record, or near record, revenue backlogs in our core end markets and our average customer rental contract period exceeded 13 months for most of 2019, a record for Nesco. Looking ahead, we expect 2020 will be a period of strong growth for our business. Our recent investment in new fleet will allow us to capture many previously lost rental opportunities due to equipment availability. We will also benefit from the investment we made in expanding our parts, tools and accessories service locations from two to seven in 2019 and one additional expected in 2020; and a full year of contribution from the Truck Utilities acquisition. We plan to take a measured approach toward capital spending in 2020 in order to generate positive free cash flow, reduce leverage and focus on maintaining high fleet utilization."

FULL YEAR 2019 RESULTS

Total Revenue

Total revenue in 2019 was $264.0 million, an increase of $17.7 million, or 7.2%, from 2018. Excluding equipment sales, revenue grew $28.0 million or 13.9%, from 2018. Truck Utilities contributed $8.5 million to revenue since the acquisition was completed in November 2019, split nearly evenly between both the Equipment Rental and Sales ("ERS") and Parts Tools and Accessories ("PTA") segments.

ERS segment revenue declined 0.4% to $216.8 million in 2019, compared to $217.6 million for the same period in 2018. Equipment rental revenue increased 5.5% to $182.7 million, primarily due to a 6.1% increase in average equipment on rent, which grew to $477.5 million in 2019, compared to $450.2 million in 2018. Fleet utilization was 80.7% in 2019, compared to 82.3% in 2018. After adjusting for new units that have not yet entered into service, Truck Utilities and the prior year's benefit from storm recovery in Puerto Rico, utilization was down 0.4% year-over-year. Equipment sales revenue of $34.1 million was a reduction from the prior year of $10.3 million or 23.2% leading to an overall decline in ERS revenue for the year. Equipment sales can be lumpy in nature, but any timing difference that may reduce used sales provides Nesco with the opportunity to continue to rent this equipment.

PTA segment revenue grew 64.8% to $47.2 million in 2019, compared to $28.7 million in 2018. PTA revenue growth was driven by increased penetration of Nesco's equipment rental customer base and a ramping of revenues at the new PTA locations.

Net Loss

The Company reported a net loss in 2019 of $27.1 million, compared to a net loss of $15.5 million for the same period in 2018. The year-over-year increase in net loss was primarily driven by a $13.3 million increase in deal-related transaction and business acquisition expenses.

Adjusted EBITDA

Adjusted EBITDA increased $5.8 million, or 4.8%, from $121.7 million for the year ended December 31, 2018 to $127.5 million for the year ended December 31, 2019. Adjusted EBITDA including a full year of Truck Utilities was $134.5 million for the year ended December 31, 2019. The year over year increase in Adjusted EBITDA was primarily driven by an $11.6 million, or 8.6%, increase in core rental gross profit, excluding depreciation to $147.2 million ($76.6 million, including depreciation), compared to $135.5 million ($71.4 million, including depreciation) in 2018. This increase was partially offset by an increase in selling, general and administrative expenses due largely to increased expenses related to becoming a public company.

FOURTH QUARTER 2019 RESULTS

Total Revenue

Total revenue in the fourth quarter was $77.2 million, an increase of $8.6 million or 12.5% from the fourth quarter 2018. Excluding equipment sales, revenue grew $14.4 million or 27.6% from the fourth quarter 2018. Truck Utilities contributed $8.5 million to revenue since the acquisition was completed in November 2019, split nearly evenly between both segments.

ERS segment revenue declined 1.2% to $60.8 million in the fourth quarter, compared to $61.5 million for the same period in 2018. Equipment rental revenue increased 11.3% (or 8.1% excluding Truck Utilities) to $50.0 million. This growth is primarily due to a 10.0% increase in average equipment on rent, which grew to $508.7 million in the fourth quarter, compared to $462.4 million in the same quarter of 2018. Fleet utilization was 81.5% in the fourth quarter compared to 83.5% in the same period of 2018. After adjusting for new units that have not yet entered into service and Truck Utilities, utilization was approximately flat year-over-year. The Company's average rental rate per day was $138 and $140 in the fourth quarter of 2019 and 2018, respectively. The Company continues to realize gains in pricing by product line, but average reported rate remains relatively constant due to a changing fleet mix as a result of increased investment in relatively lower cost telecom and rail equipment. Equipment sales revenue of $10.8 million was a reduction from the prior year quarter of 34.9% (or 51.7% excluding Truck Utilities) leading to an overall decline in ERS revenue for the quarter.

PTA segment revenue grew 129.9% (or 70.6% excluding Truck Utilities) to $16.4 million in the fourth quarter, compared to $7.1 million for the same period in 2018. PTA revenue growth was driven by increased penetration of Nesco's equipment rental customer base and a ramping of revenues at the newer PTA locations.

Net Loss

The Company reported net income in the fourth quarter of $3.1 million, compared to a net loss of $3.4 million for the same period in 2018. The year-over-year increase in net earnings was primarily driven by an income tax benefit of $7.3 million due to tax valuation allowance reductions from the rental equipment acquired in the Truck Utilities acquisition.

Adjusted EBITDA

Adjusted EBITDA increased slightly to $35.6 million, as compared to the same period in 2018. Adjusted EBITDA reflects a $4.5 million or 12.5% increase in core rental gross profit excluding depreciation to $40.8 million ($21.5 million, including depreciation), compared to $36.3 million ($18.7 million, including depreciation) in 2018. This increase was partially offset by an increase in selling, general and administrative expenses due largely to increased expenses related to becoming a public company.

Liquidity and Capitalization

On March 10, 2020, the Company completed an increase in the size of its asset-based lending facility from $350 million to $385 million with the addition of MUFG Bank, Ltd. as a new lender under the facility. Nesco made significant investments in its fleet and acquired Truck Utilities in 2019. The increase in facility size expands liquidity, enabling continued flexibility for Nesco to grow its fleet and opportunistically pursue mergers and acquisitions.

As of December 31, 2019, the Company had total cash of $6.3 million and availability on its asset-based lending facility of $96.9 million, which does not reflect the impact of the increased size of the asset-based facility. Total debt outstanding, including capital leases, was $756.6 million at the end of the fourth quarter 2019.

Investing Activities

Average fleet count increased to 4,172 units in 2019, from 3,839 units in 2018. Total purchases of rental fleet and property and equipment in 2019 was $109.7 million, including $36.7 million of maintenance expenditures and $73.0 million of growth expenditures. Nesco accelerated the timing of some capital expenditures planned for 2020 into the fourth quarter of 2019 in order to capture potential upside from market demand in 2019 and is reducing 2020 target capital expenditures as a result. The Company received $28.5 million from sale of rental equipment and parts and insurance proceeds from damaged equipment in 2019, resulting in total net capital expenditures of $81.3 million.

FINANCIAL OUTLOOK

The Company's current expectations for the full year 2020 are as follows:

    --  Total revenue of $330 to $360 million (25% to 36% growth)
    --  Adjusted EBITDA((1)) of $142 to $154 million (11% to 21% growth)
    --  Net capital expenditures (after proceeds from equipment sales)((2) )of
        $45 to $55 million



                          (1)            Adjusted EBITDA is a non-GAAP
                                          financial measure. Further
                                          information including both
                                          historical and forward-looking
                                          reconciliations for this non-GAAP
                                          measure to the most directly
                                          comparable financial measure under
                                          GAAP is included at the end of
                                          this press release.


                          (2)            Net capital expenditures is a non-
                                          GAAP financial measure. Please see
                                          the historical non-GAAP
                                          reconciliation tables included at
                                          the end of this press release.

This outlook includes anticipated results from Truck Utilities Inc. This guidance is subject to risks and uncertainties, including those described in "Forward-Looking Statements" below.

NEW INDEPENDENT BOARD MEMBER

On March 2, 2020, the Company announced that it had appointed Gerard E. Holthaus to serve as an independent director. Mr. Holthaus is the non-executive Chairman of the Board of WillScot Corp, a leading provider of modular space solutions in North America. He is the former non-executive chairman of Algeco Scotsman Global S.à.r.l., the leading global provider of modular space solutions. He previously served as executive chairman and CEO of Algeco Scotsman, where he was responsible for its North American and European operations, and as executive chairman, president and CEO of WSII prior to its acquisition by Algeco Scotsman in 2007. Mr. Holthaus is also a former director of BakerCorp International, Inc. and Neff Corporation, two equipment rental companies that completed strategic sales. Mr. Holthaus is also currently Non-Executive Chairman of FTI Consulting.

"As Nesco continues to grow so does the breadth and expertise of our board, and we are eager to welcome Gerry's voice and insight to the organization. Gerry brings a proven track record of success in the specialty equipment rental arena most recently as Chairman of WillScot. His specialty rental industry expertise is complemented by his strong financial background and makes him a perfect addition to our board," said William Plummer, Chairman of the Board.

NON-GAAP FINANCIAL MEASURES

The Company uses a variety of operational and financial metrics, including non-GAAP financial measures such as Adjusted EBITDA, free cash flow, fleet utilization, original equipment cost on rent, among other metrics, to enable it to analyze its performance and financial condition. The Company utilizes these financial measures to manage its business on a day-to-day basis and believes that they are the most relevant measures of performance. Some of these measures are commonly used in the specialty rentals industry to evaluate performance. The Company believes these non-GAAP measures provide expanded insight to assess revenue and cost performance, in addition to the standard GAAP-based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to measures used by other companies within the industry. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The definitions of non-GAAP financial measures along with a reconciliation of non-GAAP financial information to GAAP are included in the supplemental financial schedules.

CONFERENCE CALL INFORMATION

The Company has scheduled a conference call at 8:30 A.M. Eastern Time on March 12, 2020, to discuss the fourth quarter and full year 2019 financial results. The conference call can be accessed by dialing 866-211-4094 (United States) or 647-689-6722 (International) using the conference ID 1032839. A replay of the call will be available on the Company's investor relations website at investors.nescospecialty.com.

ABOUT NESCO

Nesco is one of the largest providers of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco's coast-to-coast rental fleet of approximately 4,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools, and accessories. For more information, please visit investors.nescospecialty.com.

FORWARD-LOOKING STATEMENTS

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Nesco's management's control, that could cause actual results or outcomes to differ materially from those discussed in this press release. This press release is based on certain assumptions that Nesco has made in light of its experience in the industry as well as Nesco's perceptions of historical trends, current conditions, expected future developments and other factors Nesco believes are appropriate in these circumstances. As you read and consider this press release, you should understand that these statements are not guarantees of performance or results. Many factors could affect Nesco's actual performance and results and could cause actual results to differ materially from those expressed in this press release. All forward-looking statements attributable to Nesco or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Important factors, among others, that may affect actual results or outcomes include: Nesco's ability to execute on its plans to develop and market new products and the timing of these development programs; Nesco's estimates of the size of the markets for its solutions; the rate and degree of market acceptance of Nesco's solutions; the success of other competing technologies that may become available; Nesco's ability to identify and integrate acquisitions, including Nesco's ability to integrate its acquisition of Truck Utilities and realize the anticipated benefits thereof (including Nesco's estimates of the Adjusted EBITDA impact of contributions from Truck Utilities); the performance and security of Nesco's services; potential litigation involving Nesco; and general economic and market conditions impacting demand for Nesco's services. For a more complete description of these and other possible risks and uncertainties, please refer to Capitol's final prospectus and definitive proxy statement filed with the Securities and Exchange Commission on June 4, 2019 (as supplemented on June 24, 2019 and July 11, 2019, the "Proxy Statement/Prospectus") and incorporated by reference in the Current Report on Form 8-K filed with the SEC on August 1, 2019, as well as to our subsequent filings with the SEC. The forward-looking statements contained herein speak only as of the date hereof, and Nesco undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

INVESTOR CONTACT
Noel Ryan, IRC
720.778.2415
investors@nescospecialty.com



     
                Table 1: Unaudited Condensed Consolidated Balance Sheets




                                                                   
              
                Nesco Holdings, Inc.
                                                          
                Condensed Consolidated Balance Sheets (unaudited)




                   (in $000s, except share
                    data)                                             December 31, 2019                                               December 31, 2018

                                                                                                                               ---


     
                Assets



     
                Current Assets



     Cash                                                                                               $
              6,302                                  $
       2,140


      Accounts receivable, net
       of allowance of $4,654
       and $7,562,
       respectively                                                              71,323                                        52,559



     Inventory                                                                  33,001                                        11,435


      Prepaid expenses and
       other                                                                      5,217                                         2,483



      Total current assets                                                      115,843                                        68,617


                   Property and equipment,
                    net                                                           6,561                                         2,763


                   Rental equipment, net                                        383,420                                       320,722


                   Goodwill and other
                    intangibles, net                                            308,747                                       299,454


                   Notes receivable                                                 713



                   Total Assets                                                           $
              
                815,284                            $
     
         691,556



                   Liabilities and Stockholders' Deficit



     
                Current Liabilities


      Accounts payable                                                                                  $
              41,172                                 $
       20,867


      Accrued expenses                                                           27,590                                        20,383


      Deferred rent income                                                        2,270                                         4,762


      Current maturities of
       long-term debt                                                             1,280                                         2,531


      Current portion of
       capital lease
       obligations                                                                5,451                                         4,866



      Total current
       liabilities                                                               77,763                                        53,409


      Long-term debt, net                                                       713,023                                       756,872


      Capital leases                                                             22,631                                        28,418


      Deferred tax liabilities                                                   12,288                                        11,191


      Other liabilities                                                           1,709                                           422



      Total long-term
       liabilities                                                              749,651                                       796,903


      Commitments and
       contingencies                                                                  -


                   Stockholders' Deficit


      Common stock -$0.0001
       par value, 250,000,000
       shares authorized,
       49,033,903 and
       21,660,638 shares
       issued and outstanding,
       at December 31, 2019
       and December 31, 2018,
       respectively                                                                   5                                             2


      Additional paid-in
       capital                                                                  432,577                                       259,298


      Accumulated deficit                                                     (444,712)                                    (417,660)


      Accumulated other
       comprehensive loss                                                             -                                        (396)



      Total stockholders'
       deficit                                                                 (12,130)                                    (158,756)



                   Total Liabilities and
                    Stockholders' Deficit                                                 $
              
                815,284                            $
     
         691,556



     
                Table 2: Unaudited Condensed Consolidated Statements of Operations




                                                                                           
              
                Nesco Holdings, Inc.
                                                                             
                Condensed Consolidated Statements of Operations (unaudited)




                                                                       Three Months Ended                                          Year Ended December 31,
                                                             December 31,


                   (in $000s, except share
                    and per share data)              2019                              2018                       2019                                2018

                                                                                                                                                    ---


     
                Revenue


      Rental revenue                                        $
              54,125                                           $
              47,785                  $
        197,996     $
        184,563


      Sales of rental
       equipment                                    8,600                                         10,457                                           23,767            26,019


      Sales of new equipment                        2,232                                          6,182                                           10,308            18,349


      Parts sales and services                     12,289                                          4,264                                           31,964            17,366




     Total revenue                                77,246                                         68,688                                          264,035           246,297



     
                Cost of Revenue


      Cost of rental revenue                       13,313                                         11,512                                           50,829            49,023


      Depreciation of rental
       equipment                                   19,270                                         17,576                                           70,568            64,093


      Cost of rental equipment
       sales                                        7,649                                          8,636                                           20,302            21,689


      Cost of new equipment
       sales                                        1,902                                          5,460                                            8,520            16,099


      Cost of parts sales and
       services                                    10,131                                          3,091                                           25,052            12,339


      Major repair disposals                          694                                            375                                            2,216             1,436



      Total cost of revenue                        52,959                                         46,650                                          177,487           164,679



                   Gross Profit                    24,287                                         22,038                                           86,548            81,618


                   Operating Expenses


      Selling, general, and
       administrative expenses                      9,960                                          8,307                                           34,667            32,718


      Licensing and titling
       expenses                                       690                                            567                                            2,617             2,241


      Amortization and non-
       rental depreciation                            858                                            781                                            3,122             3,045


      Transaction expenses                            247                                            277                                            7,641               440


      Asset impairment                                  -                                                                                           657


      Other operating expenses                        613                                             10                                            1,826                10



      Total operating expenses                     12,368                                          9,942                                           50,530            38,454



                   Operating Income                11,919                                         12,096                                           36,018            43,164



     
                Other Expense


      Loss on extinguishment
       of debt                                          -                                                                                         4,005


      Interest expense, net                        16,985                                         15,049                                           63,361            56,698


      Other expense, net                            (855)                                             1                                            1,690               287



      Total other expenses                         16,130                                         15,050                                           69,056            56,985



                   Loss Before Income Taxes       (4,211)                                       (2,954)                                        (33,038)         (13,821)


                   Income Tax Expense
                    (Benefit)                     (7,316)                                           452                                          (5,986)            1,705


                   Net Income (Loss)                         $
              3,105                                          $
              (3,406)                $
        (27,052)   $
        (15,526)



                   Income (Loss) per share:


          Basic and diluted                                   $
              0.06                                           $
              (0.16)                  $
        (0.82)     $
        (0.72)



                   Weighted-average common shares
                    outstanding:


          Basic and diluted                    49,033,903                                     21,660,638                                       33,066,165        21,660,638



     
                Table 3: Unaudited Condensed Consolidated Statements of Cash Flows




                                             
              
                Nesco Holdings, Inc.
                               
                Condensed Consolidated Statements of Cash Flows (unaudited)




                                                                                   Year Ended December 31,



     
                (in $000s)                                  2019                                2018



                   Operating Activities



     Net loss                                                        $
              (27,052)                          $
         (15,526)


      Adjustments to reconcile net loss to
       net cash flow from operating
       activities:



     Depreciation                                           71,548                                          64,312


      Amortization -intangibles                               3,008                                           2,826


      Amortization -financing costs                           2,913                                           3,537


      Provision for losses on accounts
       receivable                                             3,292                                           4,302



     Share-based payments                                    1,014                                           1,130


      Gain on sale of rental equipment and
       parts                                                (5,542)                                        (3,644)


      Gain on insurance proceeds -damaged
       equipment                                              (538)



     Major repair disposal                                   2,216                                           1,436


      Loss on extinguishment of debt                          4,005


      Change in fair value of derivative                      1,709


      Asset impairment and loss on asset
       acquisition                                              657


      Deferred tax (benefit) expense                        (6,861)                                          1,096


      Changes in assets and liabilities:



     Accounts receivable                                  (17,073)                                        (5,185)



     Inventory                                            (22,683)                                        (8,023)


      Prepaid expenses and other                            (2,578)                                            351



     Accounts payable                                        7,547                                         (4,307)


      Accrued expenses and other
       liabilities                                            6,560                                         (1,203)



     Unearned income                                       (3,350)                                           (62)


      Net cash flow from operating
       activities                                            18,792                                          41,040




                   Investing Activities


      Cash paid for business acquisition,
       net of cash acquired                                (48,425)                                        (1,524)


      Purchase of equipment -rental fleet                 (106,641)                                       (58,519)


      Proceeds from sale of rental
       equipment and parts                                   26,794                                          33,321


      Insurance proceeds from damaged
       equipment                                              1,658


      Purchase of other property and
       equipment                                            (3,065)                                          (716)


      Net cash flow from in investing
       activities                                         (129,679)                                       (27,438)


                   Financing Activities



     Proceeds from debt                                    475,000


      Borrowings under revolving credit
       facilities                                           313,000                                          49,000


      Repayments under revolving credit
       facilities                                         (272,000)                                       (50,000)


      Repayments of notes payable                         (527,531)                                        (1,658)



     Capital lease payments                                (5,201)                                        (8,119)


      Proceeds from merger and
       recapitalization                                     147,269



     Finance fees paid                                    (15,488)                                        (1,645)



      Net cash flow from financing
       activities                                           115,049                                        (12,422)







                   Net Change in Cash                         4,162                                           1,180


                   Cash at Beginning of Period                2,140                                             960


                   Cash at End of Period                                 $
              6,302                              $
         2,140







                                                                                   Year Ended December 31,



     
                (in $000s)                                  2019                                2018



                   Supplemental Cash Flow Information



     Cash paid for interest                                            $
              53,595                             $
         53,763


      Cash paid for income taxes                                455                                             526


                   Non-Cash Investing and Financing
                    Activities


      Transfer of parts inventory to
       leased equipment                                       5,804                                           6,014


      Rental equipment and property and
       equipment purchases in accounts
       payable                                               21,643                                          10,712


      Rental equipment sales in accounts
       receivable                                             4,684                                           2,750


      Rental equipment on capital lease                                                                     15,388



     Customer note receivable                                  972


      Settlement of note payable with
       common stock                                          25,000



     Acquisition                                                                                            3,546



     
                Table 4: Unaudited Adjusted EBITDA Reconciliation




                                                                                
              
                Nesco Holdings, Inc.
                                                                              
            Adjusted EBITDA Reconciliation (unaudited)




                                                          Three Months Ended                                     Year Ended December 31,
                                                December 31,


                   (in $000s)           2019                              2018                  2019                               2018

                                                                                                                                 ---

      Net income (loss)                         $
              3,105                                     $
              (3,406)                $
       (27,052)   $
        (15,526)


      Interest expense                16,985                                    15,049                                          63,361            56,698


      Income tax expense
       (benefit)                     (7,316)                                      452                                         (5,986)            1,705


      Depreciation expense            19,444                                    17,634                                          71,548            64,312


      Amortization expense               836                                       723                                           3,008             2,826




     EBITDA                          33,054                                    30,452                                         104,879           110,015



        Adjustments:


         Non-cash purchase
          accounting impact
          (1)                           940                                     1,324                                           1,802             3,631


         Transaction and
          process improvement
          costs (2)                    1,190                                       535                                          15,866             2,536


         Major repairs (3)               694                                       375                                           2,216             1,436


         Share-based
          payments (4)                   551                                       280                                           1,014             1,130


         Other non-recurring
          items (5)                        -                                    2,609                                                            2,909


        Change in fair value
         of derivative (6)             (843)                                                                                   1,709



      Adjusted EBITDA                          $
              35,586                                      $
              35,575                  $
       127,486     $
        121,657



                            Adjusted EBITDA is defined as net income (loss)
                             plus interest expense, provision for income
                             taxes, depreciation, and amortization, and
                             further adjusted for (1) non-cash purchase
                             accounting impact, (2) transaction and process
                             improvement costs, including the effect of the
                             cessation of operations in Mexico, (3) major
                             repairs, (4) share-based payments, (5) other
                             non-recurring items, and (6) the change in fair
                             value of derivative instruments.  This non-GAAP
                             measure is subject to certain limitations.





              (1)              Represents the non-cash impact of
                                  purchase accounting, net of
                                  accumulated depreciation, on the
                                  cost of equipment sold.  The
                                  equipment acquired received a
                                  purchase step-up in basis, which is
                                  a non-cash adjustment to the
                                  equipment cost pursuant to the
                                  credit agreement governing the
                                  Company's asset-based lending
                                  facility (the "credit agreement").



              (2)              For the years ended December 31, 2019
                                  and 2018, represents transaction
                                  costs related to the agreement and
                                  plan of merger with Capitol, which
                                  are comprised of professional
                                  consultancy fees, transaction costs,
                                  and the loss on extinguishment of
                                  debt. Additionally, pursuant to the
                                  credit agreement, the cost of
                                  undertakings to effect such cost
                                  savings, operating expense
                                  reductions and other synergies, as
                                  well as any expenses incurred in
                                  connection with acquisitions, are
                                  amounts to be included in the
                                  calculation of Adjusted EBITDA. For
                                  the year ended December 31, 2019,
                                  these costs include startup expenses
                                  associated with the new PTA
                                  locations (which include training,
                                  travel, and process setup costs),
                                  transaction expenses related to the
                                  acquisition of Truck Utilities, Inc.
                                  and expenses associated with the
                                  Company's closure of its Mexican
                                  equipment rental and sales
                                  operations.



              (3)              Represents the undepreciated cost of
                                  replaced chassis components from
                                  heavy maintenance, repair and
                                  overhaul activities associated with
                                  our fleet, which is an adjustment
                                  pursuant to our credit agreement.



              (4)              Represents non-cash stock
                                  compensation expense associated with
                                  the issuance of stock options and
                                  restricted stock units in 2019 and
                                  the Class B Profits Interest Awards
                                  by NESCO Holdings, LP (our ultimate
                                  parent) on February 26, 2014, which
                                  is an adjustment pursuant to our
                                  credit agreement.



              (5)              For the year ended December 31, 2018,
                                  represents other adjustments
                                  pursuant to the credit agreement:
                                  Rental expense incurred in 2018 for
                                  fleet equipment that had been rented
                                  under the terms of an operating
                                  lease that was terminated in 2018.



              (6)              Represents the charge to earnings for
                                  our interest rate collar (which is
                                  an undesignated hedge) in the year
                                  ended December 31, 2019.


                  Table 5: Reconciliation of Adjusted EBITDA including a Full Year of Truck
                   Utilities (Unaudited)




                  (in $000s)                                        Year Ended
                                                     December 31, 2019



     Adjusted
      EBITDA(1)                                                                  $
             127,486


        Truck Utilities
         Adjusted
         EBITDA since
         acquisition
         (2)                                                            (936)


        Truck Utilities
         Adjusted
         EBITDA for the
         year ended
         September 30,
         2019 (3)                                                        7,983



     Adjusted EBITDA
      including a
      full year of
      Truck
      Utilities                                                                  $
             134,533




              (1)              See the unaudited Adjusted EBITDA
                                  reconciliation for the year
                                  ended December 31, 2019 in Table
                                  4.



              (2)              Represents Truck Utilities
                                  contribution included in Nesco's
                                  reported Adjusted EBITDA in
                                  Table 4 from November 4, 2019
                                  (the date of acquisition) to
                                  December 31, 2019.  A
                                  reconciliation of Adjusted
                                  EBITDA to the most comparable
                                  GAAP measure is as follows:


     
                (in $000s)                 Three Months
                                                  Ended
                                   December 31,
                                       2019




     Net loss                                             $
       (699)



     Depreciation                                     907



     Amortization                                     111




     EBITDA                                           319



     Adjustments:


      Non-cash purchase accounting
       impact                                          490



     Transaction costs                                127



     Adjusted EBIDA                                         $
       936




              (3)              Derived from Truck Utilities'
                                  audited financial statements for
                                  the year ended September 30,
                                  2019.  Adjusted EBITDA for Truck
                                  Utilities presented above may
                                  not be reflective of the actual
                                  Adjusted EBITDA for Truck
                                  Utilities for the year ended
                                  December 31, 2019.  A
                                  reconciliation of Adjusted
                                  EBITDA to the most comparable
                                  GAAP measure is as follows:


     
                (in $000s)  Year Ended
                              September 30,
                                       2019




     Net income                            $
     1,620



     Interest expense                  116



     Income tax expense                697



     Depreciation                    4,313



     EBITDA                          6,746



     Adjustments:



     Transaction costs                 160



     Other costs (a)                 1,077



     Adjusted EBIDA                        $
     7,983



     (a) Represents the reduction in annual compensation that was paid to
          the selling shareholders pursuant to employment agreements
          executed with Nesco effective November 4, 2019.



     
                Table 6: Fleet Metrics




                                                    Three Months Ended                     Year Ended December 31,
                                            December 31,


                                 2019                             2018       2019                       2018

                                                                                                      ---

      Average
       equipment on
       rent (in
       $000s)                           $
           508,658                          $
      462,365                      $
      477,493  $
      450,195


      Average fleet
       count                    4,466                                  3,864                          4,172               3,839


      Average fleet              81.5                                   83.5                           80.7                82.3
       utilization                  %                                     %                             %                  %


      Average rental
       rate per day                      $
           137.69                           $
      140.08                       $
      137.49   $
      139.63

OPERATIONAL AND FINANCIAL METRICS

Average equipment on rent is the average original equipment cost of units on rent during the period. The measure provides a value dimension to the fleet utilization statistics. This metric has been adjusted to exclude Mexico, for which the Company commenced exit activities in 2019.

Average fleet count is the average number of units in the fleet during the period. This metric has been adjusted to exclude Mexico, for which the Company commenced exit activities in 2019.

Average fleet utilization for the period is calculated as the total number of invoiced days divided by the total number of available equipment days. This metric has been adjusted to exclude Mexico, for which the Company commenced exit activities in the third quarter of 2019.

Average rental rate per day for the period is calculated as total rental revenue excluding freight and damaged billings divided by the total rental days, which represents the number of billable days in the period aggregated across all units in the fleet. This metric has been adjusted to exclude Mexico, for which the Company commenced exit activities in 2019.



     
                Table 7: Segment Performance




                                                                     Three Months Ended December 31,                                           Three Months Ended December 31,

                                                                                                                                                 ---

                                                                                                                  2019                                                         2018


                   (in $000s)                      ERS                            PTA                   Total                          ERS                           PTA            Total


      Rental revenue                                    $
      49,985                                             $
           4,140                 $
              54,125                                 $
      44,904           $
      2,881  $
      47,785


      Sales of rental
       equipment                                 8,600                                                                         8,600                      10,457                                            10,457


      Sales of new
       equipment                                 2,232                                                                         2,232                       6,182                                             6,182


      Parts sales and
       services                                      -                                   12,289                               12,289                                                    4,264                4,264



      Total revenues                                    $
      60,817                                            $
           16,429                 $
              77,246                                 $
      61,543           $
      7,145  $
      68,688




      Cost of revenue                           21,279                                    12,410                               33,689                      25,244                         3,830               29,074


      Depreciation of
       rental equipment                         18,030                                     1,240                               19,270                      16,548                         1,028               17,576


      Gross profit                                      $
      21,508                                             $
           2,779                 $
              24,287                                 $
      19,751           $
      2,287  $
      22,038





                                                            
          
         Year ended December 31,                                      
        
          Year ended December 31,

                                                                                                    ---

                                                                                                                  2019                                                         2018


                   (in $000s)                      ERS                            PTA                   Total                          ERS                           PTA            Total



      Rental revenue                                   $
      182,720                                            $
           15,276                $
              197,996                                $
      173,267          $
      11,296 $
      184,563


      Sales of rental
       equipment                                23,767                                                                        23,767                      26,019                                            26,019


      Sales of new
       equipment                                10,308                                                                        10,308                      18,349                                            18,349


      Parts sales and
       services                                      -                                   31,964                               31,964                                                   17,366               17,366



      Total revenues                                   $
      216,795                                            $
           47,240                $
              264,035                                $
      217,635          $
      28,662 $
      246,297




      Cost of revenue                           76,573                                    30,346                              106,919                      84,509                        16,077              100,586


      Depreciation of
       rental equipment                         66,228                                     4,340                               70,568                      60,436                         3,657               64,093


      Gross profit                                      $
      73,994                                            $
           12,554                 $
              86,548                                 $
      72,690           $
      8,928  $
      81,618



     
                Table 8: Net Capital Expenditures




                                                     Year Ended December 31,


                   (in
                    $000s)             2019                           2018

                                                                      ---

       Purchase
       of
       equipment
       -
       rental
       fleet                                  $
          106,641                          $
     58,519


       Purchase
       of
       other
       property
       and
       equipment                      3,065                                        716


      Total
       capital
       expenditures                 109,706                                     59,235


      Less:
       Proceeds
       from
       sale
       of
       rental
       equipment
       and
       parts                       (26,794)                                  (33,321)


      Less:
       Insurance
       proceeds
       from
       damaged
       equipment                    (1,658)



      Net
       capital
       expenditures                            $
          81,254                          $
     25,914



     
                Table 9: Reconciliation of 2020 Adjusted EBITDA Guidance




                    (in
                    $millions)            
              
                Full Year 2020




       Net
       loss                                    $
              (8.0)                    to        $
      3.0


       Interest
       expense                          63.0                                     to     62.0


       Income
       tax
       expense                           2.0                                     to      2.0


       Depreciation
       and
       amortization                     83.0                                     to     84.0


       Share-
       based
       payments                          1.0                                     to      1.0


      Other                              1.0                                     to      2.0


       Adjusted
       EBITDA                                  $
              142.0                     to      $
      154.0

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SOURCE Nesco Holdings, Inc.