Business Context and Reporting Period
This Form 8-K Current Report was filed by Custom Truck One Source, Inc. on April 22, 2022, with the earliest event reported on that date. The filing primarily addresses executive leadership changes and references a subsequent press release dated April 26, 2022, regarding preliminary financial results for the first quarter of 2022.
Key Financial Metrics
The filing references a press release (Exhibit 99.1) containing preliminary ranges for first quarter 2022 revenue, net loss, and adjusted EBITDA. However, the specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity are not disclosed within the text of this Form 8-K.
Material Changes and Executive Appointments
The most significant material change reported is the departure of the Chief Financial Officer (CFO) and the appointment of an interim successor:
- Departure: Bradley Meader is stepping down as CFO, effective May 13, 2022. He will remain an employee until May 27, 2022, to ensure a smooth transition. The resignation is not related to any disagreement regarding financial reporting or operations.
- Appointment: Todd Barrett, currently the Chief Accounting Officer since 2019, was appointed Interim CFO, effective May 13, 2022.
Compensation and Management Commentary
In connection with the appointment, Mr. Barrett entered into a letter agreement with the following compensation terms:
- Base Salary: $275,000 annually.
- Interim Stipend: $10,000 per month while holding the Interim CFO title.
- Car Allowance: $1,200 per month.
- One-Time Bonus: $100,000, payable 120 days after the appointment of a permanent CFO (subject to continued employment) or within 30 days of termination without cause or for good reason.
The filing includes standard disclaimers stating that the financial information furnished in Item 2.02 and the press release is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release dated April 26, 2022) for the specific preliminary revenue, net loss, and adjusted EBITDA ranges for Q1 2022.
- Verify the timeline for the search and appointment of a permanent CFO to determine the payout conditions for Mr. Barrett's $100,000 bonus.
- Monitor future filings for the finalized Q1 2022 financial statements to confirm the preliminary ranges.
- Check for any subsequent announcements regarding the permanent CFO selection or changes to the interim compensation structure.