business conditions, the construction equipment rental industry, our operational locations and the size of our
managed fleet, the ability to execute on our expansion strategy, and other risks and uncertainties. For a further list
and description of such risks and uncertainties, please refer to EquipmentShare’s filings with the Securities and
Exchange Commission available at www.sec.gov. All forward-looking statements, expressed or implied, included in
this press release are made as of the date of this press release and are expressly qualified in their entirety by this
cautionary statement. Except as otherwise required by applicable law, EquipmentShare disclaims any duty to update
any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect
events or circumstances after the date of this press release.
Non-GAAP Financial Measures
This press release contains certain financial information that is not presented in accordance with GAAP. Non-
GAAP financial measures should not be used as a substitute for the corresponding GAAP measures. Non-GAAP
measures in this presentation may be calculated in a way that is not comparable to similarly-titled measures reported
by other companies. Non-GAAP measures in this presentation include, but are not limited to “Adjusted Core
EBITDA” and certain ratios and other metrics derived therefrom. These non-GAAP financial measures are not
measures of financial performance in accordance with GAAP and may exclude items that are significant in
understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in
isolation or as an alternative to net income, cash flows from operations or other measures of the Company’s
profitability, liquidity or performance under GAAP. We cannot provide a reconciliation between the expected non-
GAAP measures and the most directly comparable GAAP measures for the period reflected above because certain
significant information required for such reconciliation is not available without unreasonable efforts. This is due to
the inherent difficulty of forecasting the timing or amounts of these items that have not yet occurred and are out of
the Company’s control or cannot be reasonably predicted. These items are uncertain, depend on various factors, and
could have a material impact on GAAP reported results.
Core EBITDA is defined as the sum of Equipment Rental and Services Operations Segment EBITDA and
Equipment Sales Segment EBITDA. The Company believes Core EBITDA is meaningful to investors because it
reflects the profitability of our two core segments.
Adjusted Core EBITDA is defined as Core EBITDA adjusted for new market start-up costs attributable to new
locations less than twelve months old. The Company believes Adjusted Core EBITDA is meaningful to investors as
it is the primary operating performance measure used by the Company to assess its core operating performance.
Adjusted Core EBITDA can also be calculated as EBITDA less amortization and non-cash stock compensation
expense, other (income) expense, (gain) loss on sale of properties and other assets, and All Other Segment Adjusted
EBITDA, plus the sum of OWN Program payouts, equipment and vehicle operating lease expense, loss (gain) on
debt extinguishment, and new market startup costs. Adjusted Core EBITDA reflects the Company’s underlying
operating performance by excluding items unique to the Company’s organic growth and financing strategy such as
(i) OWN program payouts and (ii) new market startup costs. As a capital-light fleet growth model, the OWN
Program enables third-party participants to own rental equipment deployed and managed by EquipmentShare. When
the equipment rents, OWN Program participants receive a portion of the rental revenue generated by the equipment.
When equipment is included in the OWN Program rather than purchased and owned or leased directly by the
Company, depreciation and interest expense associated with that equipment are reduced, while OWN Program
payouts are recorded as cost of revenues. This shift increases cost of revenues and decreases depreciation and
interest expense. Excluding OWN Program payouts assists investors in evaluating the Company’s business and
performance relative to industry peers as no other company uses a similar model.
New market startup costs reflect the upfront investments required to support our continued geographic
expansion. As the only large-scale equipment rental provider that is fully focused on organic growth, excluding new
market startup costs provides greater transparency with respect to the Company’s financial condition and results of
operation as it enhances comparability with industry peers.
These non-GAAP financial measures should be considered supplemental to and are not a substitute for financial
information prepared in accordance with GAAP. Our use of the terms Core EBITDA and Adjusted Core EBITDA