SEC Comment Letter 0000000000-23-013109 to Custom Truck One Source, Inc. (CTOS)
Custom Truck One Source, Inc.
Date: Dec. 1, 2023 · CIK: 0001709682 · Accession: 0000000000-23-013109
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo December 1, 2023 Christopher Eperjesy Chief Financial Officer Custom Truck One Source, Inc. 7701 Independence Ave Kansas City, MO 64125 Re:Custom Truck One Source, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Response dated November 8, 2023 File No. 1-38186 Dear Christopher Eperjesy: We have reviewed your November 8, 2023 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 25, 2023 letter. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 24 1.We note your response to prior comment 1. Your reference to Item 10(e)(4) of Regulation S-K does not appear to apply since you exclude the effect of the adjustments to rental equipment fleet acquired in business combinations in your computation of these measures. Your adjustment appears to turn these measures into tailored measures. Please revise your future disclosure to remove the adjustments made for rental equipment acquired in business combinations or explain to us further why you believe these are not tailored measures. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
FirstName LastNameChristopher Eperjesy Comapany NameCustom Truck One Source, Inc. December 1, 2023 Page 2 FirstName LastName Christopher Eperjesy Custom Truck One Source, Inc. December 1, 2023 Page 2 Adjusted EBITDA, page 28 2.We note your response to prior comment 2. Your purchase accounting adjustment appears to be tailored accounting because it reverses the fair value GAAP accounting required in business combinations. Your sales-type lease adjustment appears to be tailored because as you state in your response your adjustment changes the recognition of those amounts to cash basis. Please revise your presentation in future filings to remove these adjustments or tell us further why you believe they are not individually tailored recognition methods. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
December 1, 2023
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Response dated November 8, 2023
File No. 1-38186
Dear Christopher Eperjesy:
We have reviewed your November 8, 2023 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 25, 2023
letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 24
1.We note your response to prior comment 1. Your reference to Item 10(e)(4) of Regulation
S-K does not appear to apply since you exclude the effect of the adjustments to rental
equipment fleet acquired in business combinations in your computation of these
measures. Your adjustment appears to turn these measures into tailored measures. Please
revise your future disclosure to remove the adjustments made for rental equipment
acquired in business combinations or explain to us further why you believe these are not
tailored measures. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
FirstName LastNameChristopher Eperjesy
Comapany NameCustom Truck One Source, Inc.
December 1, 2023 Page 2
FirstName LastName
Christopher Eperjesy
Custom Truck One Source, Inc.
December 1, 2023
Page 2
Adjusted EBITDA, page 28
2.We note your response to prior comment 2. Your purchase accounting adjustment appears
to be tailored accounting because it reverses the fair value GAAP accounting required in
business combinations. Your sales-type lease adjustment appears to be tailored because as
you state in your response your adjustment changes the recognition of those amounts to
cash basis. Please revise your presentation in future filings to remove these adjustments or
tell us further why you believe they are not individually tailored recognition methods.
Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.
Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services