UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-38864
ALTA EQUIPMENT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
83-2583782
(State or other jurisdictionof incorporation or organization)
(IRS EmployerIdentification No.)
13211 Merriman Road, Livonia, Michigan 48150
(Address of principal executive offices)(Zip Code)
(248) 449-6700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.0001 par value per share
ALTG
The New York Stock Exchange
Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share
ALTG PRA
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 5, 2026, there were 32,535,540 shares of Common Stock, $0.0001 par value, and 1,200 shares of Preferred Stock, $0.0001 par value, which Preferred Stock is evidenced by 1,200,000 depositary shares, outstanding.
INDEX
Page
PART I – FINANCIAL INFORMATION
Item 1.
Condensed Consolidated Interim Financial Statements (Unaudited)
4
Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Statements of Operations (Unaudited)
5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
7
Condensed Consolidated Statements of Cash Flows (Unaudited)
8
Notes to Unaudited Condensed Consolidated Financial Statements
9
Note 1.
Organization and Nature of Operations
Note 2.
Summary of Significant Accounting Policies
Note 3.
Revenue Recognition
Note 4.
Related Party Transactions
11
Note 5.
Inventories
12
Note 6.
Property and Equipment and Rental Fleet
Note 7.
Goodwill and Other Intangible Assets
13
Note 8.
Floor Plans
Note 9.
Long-Term Debt
14
Note 10.
Leases
15
Note 11.
Contingencies
16
Note 12.
Income Taxes
17
Note 13.
Stock-Based Compensation
Note 14.
Fair Value of Financial Instruments
18
Note 15.
Divestiture
19
Note 16.
Segments
Note 17.
Earnings Per Share
21
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 4.
Controls and Procedures
37
PART II - OTHER INFORMATION
Legal Proceedings
38
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
39
Signature
40
1
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this Form 10-Q may be considered “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by any such forward-looking statements. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: our future financial performance; our plans for expansion and acquisitions; and changes in our strategy, future operations, financial position, estimated revenues, income or loss, projected costs, prospects, plans, and objectives of management.
These forward-looking statements are based on current information available, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Some factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to the risks below, which also serves as a summary of the principal risks of an investment in our securities:
2
For a discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see our filings with the SEC including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Annual Report on Form 10-K, and in this Quarterly Report on Form 10-Q. The foregoing list of factors is not exclusive, and undue reliance should not be placed upon any forward-looking statements, which speak only as of the date made.
3
ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share and per share amounts)
March 31,2026
December 31,2025
ASSETS
Cash
$
23.9
18.6
Accounts receivable, net of allowances of $11.3 as of both March 31, 2026 and December 31, 2025
192.0
186.7
Inventories, net
476.2
473.3
Prepaid expenses and other current assets
31.7
31.6
Total current assets
723.8
710.2
NON-CURRENT ASSETS
Property and equipment, net
69.0
73.3
Rental fleet, net
305.0
313.7
Operating lease right-of-use assets, net
105.7
108.3
Goodwill
77.4
77.8
Other intangible assets, net
46.4
48.0
Other assets
7.3
5.0
TOTAL ASSETS
1,334.6
1,336.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Floor plan payable – new equipment
246.7
241.0
Floor plan payable – used and rental equipment
86.8
72.3
Current portion of long-term debt
11.1
11.0
Accounts payable
84.7
77.7
Customer deposits
12.0
15.0
Accrued expenses
55.5
45.3
Current operating lease liabilities
Current deferred revenue
12.7
13.7
Other current liabilities
3.3
4.0
Total current liabilities
527.8
495.0
NON-CURRENT LIABILITIES
Line of credit, net
204.8
211.3
Long-term debt, net of current portion
485.3
484.5
Finance lease obligations, net of current portion
26.2
28.2
Deferred revenue, net of current portion
Long-term operating lease liabilities, net of current portion
97.7
100.1
Deferred tax liabilities
11.3
14.6
Other liabilities
4.8
6.4
TOTAL LIABILITIES
1,362.9
1,345.1
CONTINGENCIES - NOTE 11
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized, 1,200 shares issued and outstanding at both March 31, 2026 and December 31, 2025 (1,200,000 Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock)
—
Common stock, $0.0001 par value per share, 200,000,000 shares authorized; 32,532,170 and 32,153,525 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
Additional paid-in capital
249.8
248.4
Treasury stock at cost, 2,904,614 shares of common stock held at both March 31, 2026 and December 31, 2025
(19.2
)
Accumulated deficit
(256.7
(236.4
Accumulated other comprehensive loss
(2.2
(1.6
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
(28.3
(8.8
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31,
2026
2025
Revenues:
New and used equipment sales
206.9
221.7
Parts sales
71.2
72.0
Service revenues
63.6
66.1
Rental revenues
38.6
42.3
Rental equipment sales
30.2
20.9
Total revenues
410.5
423.0
Cost of revenues:
175.7
188.1
47.6
25.3
26.4
Rental depreciation
23.5
24.9
25.1
16.0
Total cost of revenues
301.2
308.0
Gross profit
109.3
115.0
Selling, general and administrative expenses
108.2
106.7
Non-rental depreciation and amortization
6.8
7.5
Total operating expenses
114.2
(Loss) income from operations
(5.7
0.8
Other (expense) income:
Interest expense, floor plan payable – new equipment
(2.0
(3.2
Interest expense – other
(17.5
(18.7
Other income
1.7
0.9
Gain on divestiture
0.2
Total other expense, net
(17.6
(21.0
Loss before taxes
(23.3
(20.2
Income tax (benefit) expense
(3.8
0.7
Net loss
(19.5
(20.9
Preferred stock dividends
(0.8
Net loss available to common stockholders
(20.3
(21.7
Basic loss per share
(0.62
(0.65
Diluted loss per share
Basic weighted average common shares outstanding
32,617,531
33,167,370
Diluted weighted average common shares outstanding
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
(in millions)
Other comprehensive (loss) income:
Foreign currency translation adjustments
(0.6
Change in fair value of derivative, net of tax
0.3
Total other comprehensive (loss) income (1)
Comprehensive loss
(20.1
(20.6
(1) There were no material reclassifications from Accumulated other comprehensive loss reflected in Total other comprehensive (loss) income for the three months ended March 31, 2026 and 2025. There were no material taxes associated with Total other comprehensive (loss) income for the three months ended March 31, 2026 and 2025.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
Three Months Ended March 31, 2026
Preferred Stock
Common Stock
Numberof Shares
Amount
Number ofShares
AdditionalPaid-inCapital
AccumulatedDeficit
Treasury Stock
Accumulated Other Comprehensive Loss
TotalStockholders'Equity (Deficit)
Balance at December 31, 2025
1,200,000
32,153,525
Dividends on preferred stock, $0.625 per share
Stock-based compensation including employee stock purchase plan
378,645
1.4
Balance at March 31, 2026
32,532,170
Three Months Ended March 31, 2025
TotalStockholders'Equity
Balance at December 31, 2024
32,762,135
243.5
(149.3
(11.7
(4.9
77.6
Dividends on common stock and dividend equivalent on stock-based compensation, $0.057 per share
(1.8
428,930
1.6
Balance at March 31, 2025
33,191,065
245.1
(172.8
(4.6
56.0
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities
Depreciation and amortization
30.3
32.4
Amortization of debt discount and debt issuance costs
1.0
Gain on sale of property and rental equipment
(4.5
(5.0
Provision for inventory reserves
1.3
Provision for losses on accounts receivable
(0.2
Stock-based compensation expense
1.1
Changes in deferred income taxes
(2.1
Other operating activities
(0.1
Changes in assets and liabilities, net of acquisitions and divestitures:
Accounts receivable
(6.5
(9.1
(38.8
(41.6
Proceeds from sale of rental equipment - rent-to-sell
26.8
Prepaid expenses and other assets
(3.1
Manufacturers floor plans payable
21.5
(6.0
Accounts payable, accrued expenses, leases, and other operating liabilities
14.4
Net cash provided by (used in) operating activities
20.8
INVESTING ACTIVITIES
Expenditures for rental equipment
(6.3
(12.0
Expenditures for property and equipment and intangibles
(3.0
(1.7
Proceeds from sale of property and equipment
Proceeds from sale of rental equipment - rent-to-rent
3.4
2.3
Acquisition of business, net of cash acquired
(2.9
Proceeds from divestiture, net
1.5
Other investing activities
(0.7
Net cash used in investing activities
(3.5
(14.3
FINANCING ACTIVITIES
Proceeds from long-term borrowings
40.5
96.1
Principal payments on long-term debt and finance lease obligations
(49.6
(61.6
Proceeds from non-manufacturer floor plan payable
25.5
22.5
Payments on non-manufacturer floor plan payable
(26.6
(24.0
Preferred stock dividends paid
Common stock dividends declared and paid
(1.9
Other financing activities
(0.9
Net cash (used in) provided by financing activities
(11.9
29.5
Effect of exchange rate changes on cash
NET CHANGE IN CASH
5.3
(2.3
Cash, Beginning of year
13.4
Cash, End of period
Supplemental schedule of noncash investing and financing activities:
Noncash asset purchases:
Net transfer of assets from inventory to rental fleet
30.0
28.4
Supplemental disclosures of cash flow information
Cash paid for interest
7.7
9.9
(Dollars in millions, except per share data, unless otherwise indicated)
NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS
Nature of Operations
Alta Equipment Group Inc. and its subsidiaries (“Alta” or the “Company”) is engaged in the sale, service, and rental of material handling, construction, and environmental processing equipment in the states of Michigan, Illinois, Indiana, Ohio, Pennsylvania, New York, Virginia, Massachusetts, Maine, New Hampshire, Vermont, Rhode Island, Connecticut, Nevada, and Florida, as well as the Canadian provinces of Ontario, New Brunswick, and Quebec. Unless the context otherwise requires, the use of the terms “the Company”, “we”, “us”, and “our” in these notes to the unaudited condensed consolidated financial statements refers to Alta Equipment Group Inc. and its consolidated subsidiaries.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements include the consolidated accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, all adjustments, consisting of all normal and recurring adjustments, considered necessary for a fair presentation of our financial position, results of operations, and cash flows for the periods presented have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the 2025 Form 10-K. All intercompany transactions and balances have been eliminated in the preparation of the condensed consolidated financial statements.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
We describe our significant accounting policies in Note 2 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. During the three months ended March 31, 2026, there was no significant changes to those accounting policies.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on assumptions that we believe are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.
New Accounting Pronouncements
New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires additional disclosure in the notes to the financial statements of specified information about certain statement of operations expense line items. The Company is required to adopt the guidance in the 2027 Annual Report on Form 10-K and in our interim periods during 2028, though early adoption is permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements.
The Company believes all other recently issued accounting pronouncements from the FASB that the Company has not noted above will not have a material impact on our consolidated financial statements or do not apply to us.
NOTE 3 — REVENUE RECOGNITION
We recognize revenue in accordance with two different accounting standards: 1) Topic 606, Revenues from Contracts with Customers (“Topic 606”) and 2) Topic 842, Leases, (“Topic 842”).
Disaggregation of Revenues
The following table summarizes the Company’s disaggregated revenues as presented in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 by revenue type and the applicable accounting standard.
Topic 842
Topic 606
Total
371.9
380.7
The Company believes that the disaggregation of revenues from contracts with customers as summarized above, together with the discussion below, depicts the nature, amount, timing, and uncertainty of our revenues and cash flows. See Note 16, Segments, for further information.
Leases revenues (Topic 842)
Rental revenues: Owned equipment rentals represent revenues from renting equipment. The Company accounts for these rental contracts as operating leases. The Company recognizes revenues from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly, or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, the Company records unbilled rental revenues and deferred rental revenues at the end of each reporting period. Unbilled rental revenues are included as a component of “Accounts receivable, net” on the Condensed Consolidated Balance Sheets. Rental equipment may also be purchased outright (“Rental equipment sales”) by our customers. Rental revenues and revenues attributable to rental equipment sales are recognized in “Rental revenues” and “Rental equipment sales” on the Condensed Consolidated Statements of Operations, respectively.
Revenues from contracts with customers (Topic 606)
Accounting for the different types of revenues pursuant to Topic 606 is discussed below. The Company’s revenues under Topic 606 are primarily recognized at a point in time rather than over time.
New and used equipment sales: With the exception of bill-and-hold arrangements and project-based revenues, the Company’s revenues from the sale of new and used equipment are recognized at the time of delivery to, or pick-up by, the customer, which is when the customer obtains control of the promised good(s). Under bill-and-hold arrangements, revenues are recognized when all configuration work is complete and the equipment has been set aside for final shipment, at which point the Company has determined control has been transferred. The bill-and-hold arrangements primarily apply to sales when physical shipment of heavy equipment to the customer is prohibited by law (e.g., frost laws) or requested by the customer due to their inability to arrange freight simultaneous to the satisfaction of the performance obligations. The customer equipment sold under a bill-and-hold arrangement is physically separated from Company inventory and that equipment cannot be used by the Company or sold to another customer. Revenues recognized from bill-and-hold agreements totaled $8.1 million and $10.8 million for the three months ended March 31, 2026 and 2025, respectively. The Company does not offer material rights of return.
Project-based revenues, as referred to herein, are contracts with customers where the Company provides design and build solutions related to automated equipment installation and warehouse management systems integration. These revenues are recognized as the performance obligations are satisfied over time using the cost-to-cost input method, based on contract costs incurred to date to total estimated contract costs. The Company recognizes deferred revenue with respect to project-based services. The Company recognized $15.5 million and $19.0 million in project-based revenues for the three months ended March 31, 2026 and 2025 respectively.
Parts sales: Revenues from the sale of parts are recognized at the time of pick-up by the customer for over-the-counter sales transactions and at the time services are completed for parts associated with periodic maintenance services. For parts that are shipped to a customer, the Company has elected to use a practical expedient of Topic 606 and treat such shipping activities as fulfillment costs, thereby recognizing revenues at the time of shipment, which is when the customer obtains control.
10
Service revenues: The Company records service revenues primarily from guaranteed maintenance contracts and periodic services with customers. The Company recognizes periodic maintenance service revenues at the time such services are completed. The Company recognizes guaranteed maintenance contract revenues over time based on an estimated rate at which the services are provided over the life of the contract, typically three to five years. Revenues recognized from guaranteed maintenance contracts totaled $5.3 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively. The Company also records service revenues from warranty contracts whereby the Company performs service on behalf of an Original Equipment Manufacturer (“OEM”) or third-party warranty provider.
Rental equipment sales: The Company also sells rental equipment from our rental fleet. These sales are recognized at the time of delivery to, or pick-up by, the customer, which is when the customer obtains control of the promised good(s). Rental equipment sales may occur at various stages in an equipment’s lifecycle, depending on customer demand and original purchase intentions of the equipment. Rent-to-rent equipment, for instance, is originally purchased directly into the rental fleet for the primary purpose of renting, as opposed to selling. Rental equipment sales of rent-to-rent equipment are therefore typically made toward the end of the useful life of the equipment. Rent-to-sell equipment, on the other hand, is originally purchased as new inventory stock but is subsequently transferred to the rental fleet and rented to customers based on rental fleet utilization levels and market conditions. Ultimately, rent-to-sell equipment primarily serves the numerous applications of our Construction Equipment segment customers and allows the Company to create different model years of equipment at varying price points to fulfill market demand for lower hour, lightly used construction equipment. Certain rental agreements contain a rental purchase option, whereby the customer has an option to purchase the rented equipment during the term of the rental agreement. In this case, revenues from the sale of rental equipment are recognized at the time the rental purchase option agreement has been approved and signed by both parties, as the equipment is already in the customer’s possession under the terms of the rental agreement, and therefore control has been transferred concurrently with the title.
Contract Costs
The Company does not recognize assets associated with the incremental costs of obtaining a contract with a customer that the Company expects to recover (e.g., a sales commission). Most of the Company’s revenues are recognized at a point in time or over a period of one year or less, and the Company has used the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The amount of the costs associated with the revenues recognized over a period of greater than one year is insignificant.
Receivables and Contract Assets and Liabilities
With respect to our receivables, we believe the concentration of credit risk is limited because our customer base is comprised of a large number of geographically diverse customers that operate in a wide range of industries.
The Company has contract assets and contract liabilities associated with project-based contracts with customers.
Contract assets are fulfilled contractual obligations prior to receivables being recognizable for project-based revenues. Contract assets as of March 31, 2026 and December 31, 2025 were $4.0 million and $3.7 million, respectively.
Deferred revenue (contract liabilities) includes the unearned portion of project-based revenues, revenues related to guaranteed maintenance contracts for customers covering equipment previously purchased, and deferred revenue related to equipment rental agreements. Total deferred revenue as of March 31, 2026 and December 31, 2025 was $17.7 million and $18.7 million, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized revenues of $6.9 million and $7.9 million, respectively, from the prior year ending balance.
NOTE 4 — RELATED PARTY TRANSACTIONS
Our Chief Executive Officer (“CEO”) and Chief Financial Officer collectively own an indirect, non-controlling minority interest in OneH2, Inc. (“OneH2”), which they each acquired through various transactions that took place in early 2018 and prior. Our CEO is on the Board of Directors of OneH2. OneH2 is a privately held company that produces and delivers hydrogen fuel to end users and manufactures modular hydrogen plants and related equipment. During both the three months ended March 31, 2026 and 2025, the Company purchased $0.1 million of hydrogen fuel from OneH2. To date, the Company has paid OneH2 $5.3 million to build and commercialize a hydrogen production plant for the Company.
NOTE 5 — INVENTORIES
Inventories, net, consisted of the following:
March 31,
December 31,
New equipment
325.8
322.5
Used equipment
46.5
47.1
Work in process
8.5
Parts
105.8
Gross inventory
486.5
482.7
Inventory reserves
(10.3
(9.4
Direct labor of $1.8 million and $1.3 million incurred for open service orders were capitalized and included in work in process as of March 31, 2026 and December 31, 2025, respectively. The remaining work in process balances as of March 31, 2026 and December 31, 2025 primarily represent parts applied to open service orders.
Rental depreciation expense for new and used equipment inventory under short-term leases with purchase options was $3.6 million and $2.8 million for the three months ended March 31, 2026 and 2025, respectively.
NOTE 6 — PROPERTY AND EQUIPMENT AND RENTAL FLEET
Property and equipment, net, consisted of the following:
Land
3.2
Buildings, equipment, and leasehold improvements:
Machinery and equipment
10.0
10.2
Autos and trucks
5.8
6.1
Buildings and leasehold improvements
31.3
29.3
Construction in progress
7.4
8.2
Finance lease right-of-use assets
65.1
64.7
Office equipment
6.0
5.9
Computer equipment
Total costs
140.1
141.0
Less: accumulated depreciation and amortization of property and equipment
(71.1
(67.7
Total depreciation and amortization on property and equipment was $4.3 million and $5.0 million for the three months ended March 31, 2026 and 2025, respectively.
Rental fleet, net, consisted of the following:
Rental fleet
524.6
532.9
Less: accumulated depreciation of rental fleet
(219.6
(219.2
Total depreciation on rental fleet was $19.8 million and $22.1 million for the three months ended March 31, 2026 and 2025, respectively.
NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying value of goodwill in total and by reportable segment during the three months ended March 31, 2026:
MaterialHandling
ConstructionEquipment
Master Distribution
Balance, December 31, 2025
14.7
44.8
18.3
(0.3
Translation adjustments
Balance, March 31, 2026
44.7
Goodwill is tested for impairment by reporting unit annually or more frequently if events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the three months ended March 31, 2026. See Note 15, Divestiture, for further information.
Other intangible assets, net consisted of the following:
March 31, 2026
Weighted Average Remaining Life (in years)
Gross carryingamount
Accumulatedamortization
Net carryingamount
Customer and supplier relationships
5.4
72.8
(33.8
39.0
Other intangibles
18.8
(11.4
4.7
91.6
(45.2
December 31, 2025
5.6
72.9
(31.9
41.0
3.0
17.7
(10.7
7.0
90.6
(42.6
Amortization of intangible assets was $2.6 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively.
NOTE 8 — FLOOR PLANS
Floor Plan — First Lien Lender
In April 2021, the Company entered into a Floor Plan First Lien Credit Agreement (“Floor Plan Credit Agreement”) by and among Alta Equipment Group, Inc. and the other credit parties named therein, and the lender JP Morgan Chase Bank, N.A., as Administrative Agent. Under the Floor Plan Credit Agreement, the Company has a first lien floor plan facility (the “First Lien Floor Plan Facility”) with our first lien lenders to primarily finance new inventory. On June 5, 2024, the Floor Plan Credit Agreement was amended to extend the maturity date to June 1, 2029 and increase the maximum borrowing capacity to $90.0 million. The interest cost for the First Lien Floor Plan Facility is the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin. The First Lien Floor Plan Facility is collateralized by substantially all assets of the Company. As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance on our First Lien Floor Plan Facility of $46.7 million and $47.7 million, respectively, excluding unamortized debt issuance costs. The effective interest rate at March 31, 2026 and December 31, 2025 was 6.5% and 6.7%, respectively. The Company routinely sells equipment that is financed under the First Lien Floor Plan Facility. When this occurs, the payable under the First Lien Floor Plan Facility related to the financed equipment being sold becomes due to be paid.
OEM Captive Lenders and Suppliers’ Floor Plans
The Company has floor plan financing facilities with several OEM captive lenders and suppliers (the “OEM Floor Plan Facilities”, and together with the First Lien Floor Plan Facility, collectively the “Floor Plan Facilities”) for new and used inventory and rental equipment, each with borrowing capacities ranging from $0.1 million to $160.0 million. Primarily, the Company utilizes the OEM Floor Plan Facilities for purchases of new equipment inventories. Certain OEM Floor Plan Facilities provide for up to twelve-months interest only or deferred payment periods. In addition, certain OEM Floor Plan Facilities regularly provide for interest and principal free payment terms. The Company routinely sells equipment that is financed under OEM Floor Plan Facilities. When this occurs, the payable under the OEM Floor Plan Facilities related to the financed equipment being sold becomes due to be paid.
The OEM Floor Plan Facilities are secured by the equipment being financed and contain certain operating company guarantees. The interest cost is SOFR plus an applicable margin. The effective rates ranged from 6.2% to 8.8% as of March 31, 2026 and 6.2% to 11.8% as of December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance on the OEM Floor Plan Facilities of $287.1 million and $265.9 million, respectively.
The total aggregate amount of financing under the Floor Plan Facilities cannot exceed $544.5 million at any time, subject to limitations from the amount of the Company's collateralized assets, which increases 10% annually effective December 31st of each year. The total outstanding balance under the Floor Plan Facilities as of March 31, 2026 and December 31, 2025, was $333.8 million and $313.6 million, respectively, excluding unamortized debt issuance costs. For the three months ended March 31, 2026 and 2025, the Company recognized interest expense associated with new equipment financed under our Floor Plan Facilities of $2.0 and $3.2 million, respectively. The weighted average rate on the Company's Floor Plan Facilities was 6.4% and 7.6% as of March 31, 2026 and 2025, respectively.
NOTE 9 — LONG-TERM DEBT
Line of Credit — First Lien Lender
In April 2021, the Company entered into a Sixth Amended and Restated ABL First Lien Credit Agreement (the “Amended and Restated ABL Credit Agreement”) by and among Alta Equipment Group Inc. and the other credit parties named therein, the lenders named therein, JP Morgan Chase Bank, N.A., as Administrative Agent, and the syndication agents and documentation agent named therein. Under the Amended and Restated ABL Credit Agreement, the Company has an asset-based revolving line of credit (the “ABL Facility”) with our first lien holder with advances on the line being supported by eligible accounts receivable, parts, and otherwise unencumbered new and used equipment inventory and rental equipment. On June 5, 2024, the Company amended the ABL Facility primarily to extend the maturity date and increase the facility size. The borrowing capacity on the ABL Facility, which expires June 1, 2029, was increased to $520.0 million, which includes a $45.0 million Canadian-denominated sublimit facility. The ABL Facility is collateralized by substantially all assets of the Company, and the interest cost is SOFR plus an applicable margin on the CB Floating Rate, depending on borrowing levels. As of March 31, 2026 and December 31, 2025, the Company had an outstanding ABL Facility balance of $207.0 million and $213.6 million, respectively, excluding unamortized debt issuance costs. The effective interest rate was 5.4% at both March 31, 2026 and December 31, 2025.
Maximum borrowings under the Floor Plan Facilities and ABL Facility are limited to $1,064.5 million unless certain other conditions are met. The total amount outstanding as of March 31, 2026 and December 31, 2025, was $540.8 million and $527.2 million, exclusive of debt issuance and deferred financing costs of $2.5 million and $2.6 million, respectively.
Senior Secured Second Lien Notes
On June 5, 2024, the Company completed a private offering of Senior Secured Second Lien Notes (the “Notes”), for the purposes of, among other things, repayment and refinancing of a portion of the Company’s prior existing debt, reducing variable interest rate exposure, providing liquidity for general corporate purposes, and for financing of future growth initiatives. The Company sold $500.0 million of Notes at the rate of 9.000% per annum, which are due on June 1, 2029. Interest on the Notes is payable in cash on June 1 and December 1 of each year, commencing on December 1, 2024. The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement among the Company, the domestic subsidiaries of the Company (as guarantors), and J.P. Morgan Securities LLC, as representative of the initial purchasers.
The Notes are guaranteed by each of our existing and future domestic subsidiaries. The Notes and the guarantors thereof are secured, subject to certain exceptions and permitted liens, by second-priority liens on substantially all our assets and the assets of the guarantors that secure on a first-priority basis all of the indebtedness under our ABL Facility and the First Lien Floor Plan Facility and certain hedging and cash management obligations, including, but not limited to, equipment, fixtures, inventory, intangibles and capital stock of our restricted subsidiaries now owned or acquired in the future by us or the guarantors.
As of March 31, 2026, outstanding borrowings under the Notes were $485.3 million, which included $14.7 million deferred financing costs and original issue discounts. As of December 31, 2025, outstanding borrowings under the Notes were $484.5 million, which included $15.5 million deferred financing costs and original issue discounts. The effective interest rate on the Notes, taking into account the original issue discount, is 10.1%.
The Company’s long-term debt consists of the following:
Line of credit
207.0
213.6
Senior secured second lien notes
500.0
Unamortized debt issuance costs
Debt discount
(13.7
(14.6
Finance leases
37.3
39.2
Total debt and finance leases
727.4
735.0
Less: current maturities
(11.1
(11.0
Long-term debt and finance leases, net
716.3
724.0
As of March 31, 2026, the Company was in compliance with the financial covenants set forth in our debt agreements.
Notes Payable – Non-Contingent Consideration
The following table sets forth the Company’s non-contingent consideration liabilities measured and recorded at the present value of cash payments, using a market participant discount rate and their presentation on the Condensed Consolidated Balance Sheets related to the Company's acquisitions of Ault Industries Inc. (“Ault”) and Ecoverse Industries, LTD.
Location on Balance Sheet
2.6
2.7
See Note 14, Fair Value of Financial Instruments, for further information.
NOTE 10 — LEASES
The Company primarily has third-party operating and finance leases for branch facilities, corporate office, service vehicle fleet, and certain equipment. The Company has one immaterial operating lease with a related party. The Company’s leases have remaining lease terms that range from less than one year to leases that mature through December 2039 and contain provisions to renew the leases for additional terms of up to 20 years.
The Company leases and subleases certain lift trucks to customers under short and long-term operating lease agreements. The sublease income is included in “Rental revenues” on our Condensed Consolidated Statements of Operations. Sublease income below primarily includes subleases of facilities that are not included in “Rental revenues” due to being outside our normal business operations. The costs of the head lease for these subleases are included in Operating lease expense below.
At March 31, 2026 and December 31, 2025, assets recorded under finance leases, net of accumulated depreciation, were $34.1 million and $36.1 million, respectively. The assets are depreciated over the lesser of their remaining lease terms or estimated useful lives.
The components of lease expense were as follows:
Operating lease expense
6.7
6.9
Short-term lease expense
Low-value lease expense
0.4
Variable lease expense
3.5
3.1
Finance lease expense:
Amortization of right-of-use assets
2.8
2.9
Interest on lease liabilities
Sublease income
Total lease expense
14.9
Additional information related to leases is presented in the table below:
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
6.6
Operating cash flows for finance leases
Financing cash flows for finance leases
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases
2.2
Weighted Average Remaining Lease Term (in years):
7.8
4.2
Weighted Average Discount Rate (in %):
10.6
9.2
8.9
Minimum future lease payments under non-cancellable operating and finance leases described above as of March 31, 2026 were as follows:
Years ending December 31,
Operating Leases
Finance Leases
Remainder of 2026
19.3
10.5
2027
25.0
12.5
2028
23.0
10.8
2029
17.4
7.1
2030
16.4
2.1
Thereafter
68.5
Total future minimum lease payments
169.6
43.3
Less: imputed interest
(56.9
112.7
Balance Sheet Location
150.0
154.3
As of March 31, 2026, the Company had additional leases, substantially all real estate, that have not yet commenced with undiscounted lease payments of $14.5 million. These leases are expected to commence in 2026 with lease terms up to 15 years.
See Note 11, Contingencies, for more information on certain contracts where the Company guarantees the performance of the third-party lessee.
NOTE 11 — CONTINGENCIES
Guarantees
As of March 31, 2026 and December 31, 2025, the Company was party to certain contracts in which it guarantees the performance of agreements with various third-party financial institutions. In the event of a default by a third-party, the Company would be required to pay all or a portion of the remaining unpaid obligations as specified in the contract. The estimated exposure related to these guarantees was not material at both March 31, 2026 and December 31, 2025. It is anticipated that the third parties will have the ability to repay the debt without the Company having to honor the guarantee; therefore, no amount has been accrued on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.
During the three months ended March 31, 2026 and 2025, various claims and lawsuits, incidental to the ordinary course of our business, were pending against the Company. In the opinion of management, after consultation with legal counsel, resolution of these matters, net of expected insurance proceeds, is not expected to have a material effect on the Company’s condensed consolidated financial statements.
Contractual Obligations
The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company. As of both March 31, 2026 and December 31, 2025 there was $13.5 million in outstanding letters of credit issued in the normal course of business. These letters of credit reduce our available borrowings under our ABL Facility.
NOTE 12 — INCOME TAXES
The Company recognized an income tax benefit of $3.8 million and expense of $0.7 million for the three months ended March 31, 2026 and 2025, respectively.
For the three months ended March 31, 2026, the income tax benefit was primarily attributable to the net loss for the period. During the three months ended March 31, 2025, the income tax expense was primarily attributable to adjustments of the Company's valuation allowance against a portion of the deferred tax asset (“DTA”) relating to U.S. disallowed interest expense carryforwards partially offset by the benefit attributable to the net loss for the period.
We regularly assess the need for a valuation allowance against our DTAs. In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the DTAs as well as the nature of the deferred tax attribute to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the DTAs will not be realized. The Company's ability to realize its DTAs is dependent on generating sufficient future taxable income. In the current period, an adjusted cumulative pretax loss has been determined based on a 12-quarter look-back period and is considered significant negative evidence under ASC 740. As a result, management concluded that it is still more likely than not that certain DTAs will not be realized. Although on a forecasted future income planning basis, we believe the Company may be able to utilize these DTAs, this positive factor is not enough to overcome the overall cumulative loss indication. The recognition of a valuation allowance is a significant estimate and a future change in judgment or circumstances could result in a material change to the valuation allowance and income tax expense. We will continue to monitor the need for a valuation allowance against our DTAs on a quarterly basis.
The effective tax rate for the three months ended March 31, 2026 and 2025 was 16.3% and (3.5)%, respectively. The effective income tax rate in both periods is primarily the result of the discrete items noted above.
NOTE 13 — STOCK-BASED COMPENSATION
The Company's plan is to have broad-based long-term compensation programs intended to attract and retain talented employees and align stockholder and employee interests. To this end, compensation for our senior leadership team includes equity awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”). We calculate the fair value of the RSUs and PSUs based on the closing market price of our common stock on the date of grant. The compensation expense is recognized on a straight-line basis over the requisite service period of the award. The number of PSUs granted depends on the Company's achievement of target performance goals, which may range from 0% to 200% of the target award amount. The RSUs and PSUs vest ratably over three years, including the one-year performance period for PSUs. Upon vesting, each stock award is exchangeable for one share of the Company's common stock, with accrued dividends.
The Company recognized total stock-based compensation expense for PSUs and RSUs of $0.9 million for both the three months ended March 31, 2026 and 2025.
As of March 31, 2026, the total unrecognized compensation expense related to the unvested portion of the Company's RSUs was $3.7 million, which is expected to be recognized over a weighted average period of 1.6 years. As of March 31, 2026, the total unrecognized compensation expense related to the unvested portion of the Company's PSUs was $4.5 million, which is expected to be recognized over a weighted average period of 2.2 years.
The following table shows the number of stock awards that were granted, vested, and issued during the three months ended March 31, 2026:
Restricted Stock Units
Performance Stock Units
Number of units
Weighted average grant date fair value
Unvested units as of December 31, 2025
465,919
6.63
249,410
8.69
Granted
334,360
6.91
577,257
6.85
Vested - issued
(180,084
7.77
(87,189
15.27
Vested - unissued
(21,900
4.75
Unvested units as of March 31, 2026
598,295
6.51
739,478
6.48
Employee Stock Purchase Plan (“ESPP”)
On June 8, 2023 the Company filed a Form S-8 to register 325,000 common stock shares reserved for the ESPP. The Company then opened enrollment for the first offering period that started July 1, 2023 and continued through December 31, 2023. There are two six-month offering periods each year starting January 1 and July 1, with the purchase date on the last business day of each offering period. On June 17, 2025, the Company filed a Form S-8 to register an additional 670,731 common stock shares reserved for the ESPP.
Under the ESPP, eligible employees (as defined in the ESPP) can purchase the Company’s common stock through accumulated payroll deductions. Eligible employees may purchase the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock on the first or last business day of each six-month offering period. Eligible employees may contribute up to 10% of their eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding.
Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective period. Stock-based compensation expense is determined based on the grant-date fair value of the option or ability to purchase the shares at a discount and is recognized over the withholding period. The stock-based compensation expense related to the ESPP recognized during the three months ended March 31, 2026 and 2025 was not material.
ESPP employee payroll contributions accrued as of March 31, 2026 and December 31, 2025 are not material and are included within “Accrued expenses” in the Condensed Consolidated Balance Sheets. Cash withheld via employee payroll deductions is presented within “Other financing activities” in the Condensed Consolidated Statements of Cash Flows.
NOTE 14 — FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of financial instruments reported in the accompanying Condensed Consolidated Balance Sheets for “Cash”, “Accounts receivable, net”, “Accounts payable”, “Accrued expenses” and “Other current liabilities” approximate fair value due to the immediate or short-term nature or maturity of these financial instruments.
Below is a description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis:
Debt Instruments
The carrying value of the Company's debt instruments vary from their fair values. The fair values were determined by reference to transacted prices and quotes for these instruments and upon current borrowing rates with similar maturities, which are Level 2 fair value inputs. The estimated fair value, as well as the carrying value, of the Company's debt instruments are shown below:
Estimated aggregate fair value (1)
688.1
701.6
Aggregate carrying value (1)
744.3
752.8
(1) Total debt excluding the impact of unamortized debt discount and debt issuance costs.
Derivative Financial Instruments
In the normal course of business, we are exposed to market risks associated with changes in foreign currency exchange rates, commodity prices, and interest rates. To manage a portion of these inherent risks, we may purchase certain types of derivative financial instruments based on management's judgment of the trade-off between risk, opportunity, and cost. We do not hold or issue derivative financial instruments for trading or speculative purposes. The impact of hedge ineffectiveness for those derivatives where hedge accounting is applied was not significant in any of the periods presented. The Company has determined the fair value of all our derivative contracts are based on Level 2 inputs such as quoted market prices for similar instruments from third parties and inputs other than quoted prices that are observable (forward curves, implied volatility, counterparty credit risks). The Company reviews counterparty credit risks at regular intervals and has not experienced any significant credit loss as a result of counterparty nonperformance in the past.
Fuel Purchase Contracts
From time to time, we enter into fixed price swap contracts to purchase gasoline and diesel fuel to protect cash flows from the risks associated with fluctuations in fuel prices on a portion of anticipated future purchases. The fixed price swap contracts to purchase gasoline and diesel fuel are derivative instruments not designated as hedging instruments under Topic 815.
The fuel swap contracts are in gallons with various maturity dates through February 2027 with a total notional value of $4.0 million as of March 31, 2026. The fuel swap contracts, foreign currency purchase hedges, and interest rate cap, which expired in December 2025, are immaterial individually and in the aggregate to the Company's condensed consolidated financial statements.
NOTE 15 — DIVESTITURE
On March 1, 2026, the Company’s Material Handling segment entered into a definitive agreement and closed on the divestiture of its one location battery shop business in New England for $1.5 million in cash at closing, subject to fees and closing costs, resulting in a gain on the divestiture of $0.2 million disclosed in the line item “Gain on divestiture” in our Condensed Consolidated Statements of Operations. The Company allocated the proceeds from the divesture to reduce its outstanding senior indebtedness.
See the Condensed Consolidated Statements of Cash Flows for the total cash inflow in “Proceeds from divestiture, net” and the gain on sale in “Gain on divestiture” for the cash flow impact of the divestiture activity.
NOTE 16 — SEGMENTS
The Company has three operating segments which are also our reportable segments: Material Handling, Construction Equipment, and Master Distribution. All other business activities, including corporate, are included in “Corporate and Other”. The Company’s segments are determined based on management structure, which is organized based on types of products and services sold, as described in the following paragraphs. The operating results for each segment are reported separately to the Company’s CEO (our Chief Operating Decision Maker or “CODM”) to make decisions regarding the allocation of resources, to assess the Company’s performance and to make strategic decisions. The primary profitability measurement used by the CEO to evaluate performance and allocate resources to the segments is Adjusted EBITDA. The Company's presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies and is not necessarily indicative of the results of operations that would have occurred had each reportable segment been an independent, stand-alone entity during the periods presented.
The Material Handling segment is principally engaged in operations related to the sale, service, and rental of lift trucks and other material handling equipment in Michigan, Illinois, Indiana, New York (including New York City), Virginia and the New England region of the U.S. as well as Ontario and Quebec provinces of Canada.
The Construction Equipment segment is principally engaged in operations related to the sale, service, and rental of construction equipment in Michigan, Illinois, Indiana, Ohio, Pennsylvania, New York (excluding New York City), Florida and the New England region of the U.S. as well as Ontario, New Brunswick, and Quebec provinces of Canada.
The Master Distribution segment is principally engaged in large-scale environmental processing equipment distribution with sub dealers throughout the United States and Canada.
The Company retains various unallocated expense items at the general corporate level, which the Company refers to as “Corporate and Other” in the table below. Corporate and Other holds corporate debt and has minor transactional activity. Corporate and Other incurs expenses associated with compensation (including stock-based compensation) of our directors, corporate officers, and members of our shared-services team, consulting and legal fees related to divestitures, corporate governance, audit and tax preparation related fees and other compliance related matters, certain corporate development related expenses, interest expense associated with original issue discounts and deferred financing cost related to previous capital raises, and a portion of the Company’s income tax (benefit) expense. There is also intercompany elimination activity presented within Corporate and Other.
The following tables summarize key financial information by reportable segment:
Corporate and Other
121.2
14.1
(1.2
23.3
45.4
34.0
29.4
16.5
22.0
0.1
3.9
26.3
150.5
244.3
17.1
(1.4
58.5
107.0
11.4
13.1
1.2
2.4
22.7
53.6
4.4
Other segment items(1)
Segment adjusted EBITDA(2)
13.0
13.9
28.1
Interest expense
19.5
Other(1)
Total assets, end of period
386.4
818.7
88.4
41.1
Capital expenditures
4.6
9.3
9.6
19.4
20
78.4
126.7
14.8
1.8
24.3
34.1
31.8
17.6
24.6
157.9
245.8
1.9
63.1
112.3
15.3
30.9
13.3
12.6
0.5
2.5
13.5
54.6
0.6
(2.4
(0.4
15.6
17.0
(0.5
33.6
21.9
442.2
933.8
87.6
40.9
1,504.5
6.3
20.6
12.8
(1) Primarily includes other income (expense), certain one-time, non-recurring or non-cash items, and items not necessarily indicative of our underlying operating performance.
(2) See definition in Item 2 under Non-GAAP Financial Measures.
NOTE 17 — EARNINGS PER SHARE
Basic earnings per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period and includes vested, unissued RSUs. Diluted EPS is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding, after giving effect to all potential dilutive common shares outstanding during the period. We include all common stock share equivalents granted under our stock-based compensation plan which remain unvested and shares used as consideration in the Ault acquisition which remain unissued (“dilutive securities”), in the number of shares outstanding for our diluted EPS calculations using the treasury method.
Basic and diluted EPS were calculated as follows:
Basic net loss per share
Basic net loss per share of common stock
Diluted net loss per share
Effect of dilutive securities:
Effect of dilutive securities
Diluted net loss per share of common stock
Approximately 798,000 and 795,000 securities were excluded from the calculation of diluted net loss per share for the three months ended March 31, 2026 and 2025, respectively, because the inclusion of such securities in the calculation would have been anti-dilutive.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report, and the audited consolidated financial statements and related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Annual Report on Form 10-K”). This discussion contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 reflecting Alta’s current expectations, estimates, and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, economic and competitive conditions, regulatory changes, and other uncertainties, as well as those factors discussed below and elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K, particularly in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed may not occur. Alta assumes no obligation to update any of these forward-looking statements.
Business Description
We own and operate one of the largest integrated equipment dealership platforms in North America. Through our branch network, we sell, rent, and provide parts and service support for several categories of specialized equipment, including lift trucks and other material handling equipment, heavy and compact earthmoving equipment, crushing and screening equipment, environmental processing equipment, cranes and aerial work platforms, paving and asphalt equipment, other construction equipment, and allied products. We engage in five principal business activities in these equipment categories:
We have operated as an equipment dealership for 42 years and have developed a branch network that includes over 80 total locations in Michigan, Illinois, Indiana, Ohio, Pennsylvania, Massachusetts, Maine, Connecticut, New Hampshire, Vermont, Rhode Island, New York, Virginia, Nevada, and Florida and the Canadian provinces of Ontario, Quebec, and New Brunswick (serving the Maritimes). We offer our customers end-to-end solutions for their equipment needs by providing sales, parts, service, and rental offerings. Additionally, we provide design and build services related to automated equipment installation and warehouse management system integration solutions within our Material Handling segment.
Within our territories, we are primarily the exclusive distributor of new equipment and replacement parts on behalf of our OEM partners. We and our regional subsidiaries enjoy long-standing relationships with leading material handling and construction equipment OEMs including Hyster-Yale, Volvo, JCB, CNH, Takeuchi, McCloskey, and Kubota, among many others, as well as master dealer rights throughout North America for environmental processing equipment with Doppstadt and Backers, among others. We are consistently recognized by OEMs as a top dealership partner and have been identified as an internationally recognized high-performing Hyster-Yale dealer and are a multi-year recipient of the Volvo Dealer of the Year award.
We are committed to providing our customers with a best-in-class equipment dealership experience. Our customers are principally focused on equipment reliability and uptime, and our teams of skilled technicians and commitment to service are key to establishing and maintaining long-term customer relationships, representing a critical competitive advantage for the Company. Parts and service are also our most predictable and profitable businesses, with the dealership model structured to drive aftermarket parts and service revenues. Through our new and used equipment sales and our sale of lightly used rental fleet, we populate our exclusive territories with serviceable equipment. As the field population ages, we capitalize on aftermarket parts and service sales through the equipment maintenance cycle.
Growth Strategy
Our growth strategy is multifaceted and historically has been primarily predicated on making strategic acquisitions that expand our geographic reach, broaden our capabilities and service offerings, and diversify our customer and supplier bases. We believe these acquisitions, both immediately and over the long term, will be accretive to our financial performance.
In addition to strategic acquisitions, we intend to leverage our platform, deep roster of existing customers, and decades of equipment dealership experience to grow organically, and potentially geographically, by establishing new relationships with equipment OEMs that are synergistic to our existing business.
Business Segments
For a detailed description of our business segments, refer to Note 16, Segments.
Financial Statement Overview
Our revenues are primarily derived from the sale or rental of equipment and product support (e.g., parts and service) related activities, and consist of:
New equipment sales. We sell new heavy construction, material handling, and environmental processing equipment and are a leading regional distributor for nationally recognized equipment manufacturers. Our new equipment sales operation is a primary source of new customers for our rental, parts, and service business. The majority of our new equipment sales are predicated on exclusive distribution agreements we have with best-in-class OEMs. The sale of new equipment to customers, while profitable from a gross margin perspective, acts as a means of generating equipment field population and activity for our higher-margin aftermarket revenue streams, specifically service and parts. We also sell tangential products and services related to our equipment offerings which include, but are not limited to, automated equipment installation and warehouse management systems integration.
Used equipment sales. We sell used equipment which is typically equipment that has been taken in on trade from a customer that is purchasing new equipment, equipment coming off a third-party lease arrangement where we purchase the equipment from the finance company, or used equipment that is sourced for our customers in the open market by our used equipment specialists. Used equipment sales in our territories, like new equipment sales, generate parts and service business for the Company.
Parts sales. We sell replacement parts to customers and supply parts to our own rental fleet. Our in-house parts inventory is extensive such that we are able to provide timely service support to our customers. The majority of our parts inventory is made up of OEM replacement parts for those OEMs with which we have exclusive agreements to sell new equipment.
Service revenues. We provide maintenance and repair services for customer-owned equipment. In addition to repair and maintenance on an as needed or scheduled basis, we provide ongoing preventative maintenance services and warranty repairs for our customers. We have committed substantial resources to training our technical service employees and have a full-scale service infrastructure that we believe differentiates us from our competitors. Approximately 43% of our employees are skilled service technicians.
Rental revenues. We rent heavy construction, compact, aerial, material handling, and a variety of other types of equipment to our customers on a daily, weekly, and monthly basis. Our rental fleet, which is well-maintained, has an original acquisition cost (which we define as the cost originally paid to manufacturers plus any capitalized costs) of $522.1 million as of March 31, 2026. The original acquisition cost of our rental fleet excludes $2.5 million of assets associated with our guaranteed purchase obligations, which are assets that are not in our day-to-day operational control. In addition to being a core business, our rental business also creates cross-selling opportunities for us in our equipment sales and product support activities.
Rental equipment sales. We also sell rental equipment from our rental fleet. Rental equipment sales may occur at various stages in an equipment’s lifecycle, depending on customer demand and original purchase intentions of the equipment. Rental equipment purchased directly into the rental fleet tends to be rented for the majority of its useful life before being sold (which we refer as rent-to-rent equipment), and rental equipment purchased as new inventory then later transferred into the rental fleet tends to be rented until a retail opportunity presents itself (which we refer as rent-to-sell equipment). In our Material Handling segment, our rental equipment sales are primarily of rent-to-rent equipment and in our Construction Equipment segment, our rental equipment sales are primarily of rent-to-sell equipment. Selling lightly used construction equipment from our rental fleet allows us to meet customer demand for specific model years of equipment at various price points versus only offering brand new equipment to the market. Customers often have options to purchase equipment after or before rental agreements have matured. Rental equipment sales, like new and used equipment sales, generate customer-owned equipment field population within our territories that ultimately yield high-margin parts and service revenues for us.
24
Principal Costs and Expenses
Our cost of revenues are primarily related to the costs associated with the sale or rental of equipment and product support activities, which include direct labor costs for our skilled technicians. Our operating expenses consist principally of selling, general and administrative expenses, which primarily include personnel costs associated with our sales and administrative staff and expenses associated with the deployment of our service vehicle fleet and occupancy expenses. In addition, we have interest expense related to our floor plan payables, finance leases, line of credit, and senior secured second lien notes. These principal costs and expenses are described further below:
New equipment sales. Cost of new equipment sold primarily consists of the total acquisition costs of the new equipment we purchase from third parties and costs to inspect, prepare, and deliver to the customer.
Used equipment sales. Cost of used equipment sold primarily consists of the net book value, or cost, of used equipment we purchase from third parties or the trade-in value of used equipment that we obtain from customers in new equipment sales transactions combined with our inspection, preparation, and delivery costs to sell to the customer.
Parts sales. Cost of parts sales represents the average cost of parts used in the maintenance and repair of customer-owned equipment we service or parts sold directly to customers for their owned equipment (e.g., over-the-counter parts sales).
Services revenues. Cost of service revenues primarily represents the labor costs attributable to services provided for the maintenance and repair of customer-owned equipment. Training, paid time off, and other non-billable costs of maintaining our expert technicians are recorded in this line item in addition to the costs of direct customer-billable labor.
Rental revenues. Rental expense represents the costs associated with rental equipment, including, among other things, the cost of repairing and maintaining our rental equipment and other miscellaneous costs of owning rental equipment. Other rental expenses consist primarily of equipment support activities that we provide our customers in connection with renting equipment, such as freight services and damage waiver policies.
Rental depreciation. Depreciation of rental equipment represents the depreciation costs attributable to rental equipment. Estimated useful lives vary based upon the type and usage of equipment. See Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for information on our rental equipment depreciation methods.
Rental equipment sales. Cost of previously rented equipment sold consists of the net book value (e.g., net of accumulated depreciation) of rental equipment sold from our rental fleet.
Operating expenses. These costs are comprised of three main components: personnel, operational, and occupancy costs. Personnel costs are comprised of hourly and salaried wages for administrative employees, including incentive compensation, sale commissions, and employee benefits, such as medical benefits. Operational costs include marketing activities, costs associated with deploying and leasing our service vehicle fleet, insurance, IT, office and shop supplies, general corporate costs, depreciation on non-sales and rental-related assets, and intangible amortization. Occupancy costs are comprised of all expenses related to our facility infrastructure, including rent, utilities, property taxes, and building insurance.
Other expense, net. This section of the Condensed Consolidated Statements of Operations is mostly comprised of interest expense and other miscellaneous items that result in income or expense. Interest expense is driven by our floor plan facilities, line of credit, senior secured second lien notes, and finance lease arrangements.
25
Results of Operations
The three months ended March 31, 2026 and 2025
Consolidated Results
Increase (Decrease)
2026 versus 2025
(14.8
(6.7
)%
(1.1
(2.5
(3.7
(8.7
44.5
%
(12.5
(12.4
(6.6
(4.2
(1.0
(20.0
(5.6
9.1
56.9
(6.8
(9.3
(812.5
(37.5
(6.4
88.9
NM
(16.2
Adjusted EBITDA(1)
(5.5
(16.4
NM - calculated change not meaningful
(1) Adjusted EBITDA is a non-GAAP measure. Refer to “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and below for a reconciliation of our Adjusted EBITDA to net loss, the most comparable U.S. GAAP measure.
26
Percent of Revenues
50.4
52.5
17.3
15.5
9.4
4.9
100.0
42.8
44.4
11.6
6.2
5.7
3.8
73.4
26.6
27.2
Non-GAAP Financial Measures:
Adjusted EBITDA
Transaction and consulting costs
Share-based incentives
Other expenses
Preferred stock dividend
Showroom-ready equipment interest expense
Organic Revenues
Acquisition and divestitures revenues
Organic revenues:
206.5
218.3
(11.8
(5.4
71.1
(1.3
63.4
66.0
(2.6
(3.9
38.4
Total organic revenues
409.6
418.2
(8.6
27
The above tables contain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts in the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated statements of operations, balance sheets or statements of cash flows of the company. We disclose non-GAAP financial measures, including Adjusted EBITDA and organic revenues and growth rates associated with organic revenues because we believe they are useful performance measures that assist in an effective evaluation of our operating performance. We believe such measures are useful for investors and others in understanding and evaluating our operating results in the same manner as our management. However, such measures are not financial measures calculated in accordance with U.S. GAAP and should not be considered as a substitute for, or in isolation from, net income (loss), revenues, or any other operating performance measures calculated in accordance with U.S. GAAP.
We define Adjusted EBITDA as net income (loss) before interest expense (not including floor plan interest paid on new equipment), income taxes, depreciation and amortization, adjusted for certain one-time, non-recurring or non-cash items, and items not necessarily indicative of our underlying operating performance. We exclude these items from net income (loss) in arriving at Adjusted EBITDA because these amounts are either non-cash, non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures, and the method by which the assets were acquired.
We define organic revenue growth as revenue growth excluding the impact of acquisitions or divestitures that do not appear fully in both periods in the current and prior years. We believe organic revenue growth is a meaningful metric to investors as it provides a more consistent comparison of our revenues across reported periods as well as to industry peers.
Pursuant to the requirements of Regulation G, we have provided a reconciliation of Adjusted EBITDA and organic revenues to the most directly comparable U.S. GAAP financial measure in the tables above and organic revenues in the subsequent tables in management's discussion and analysis of our Material Handling and Construction Equipment segments. These measures are supplemental to, and should be used in conjunction with, the most comparable U.S. GAAP measures. Management uses these non-GAAP financial measures to monitor and evaluate financial results and trends.
Revenues: Consolidated total revenues in the three months ended March 31, 2026 decreased $12.5 million, or 3.0%, to $410.5 million, compared to $423.0 million in the same period in 2025. On an organic basis, total revenues decreased by $8.6 million, or 2.1%, from $418.2 million to $409.6 million. Organic new and used equipment revenues decreased 5.4% against the three months ended March 31, 2025. The decline in equipment sales was driven by lower unit deliveries reflecting a combination of timing‑related demand softness as tax incentives of the One Big Beautiful Bill Act contributed to an elevated level of sales in the fourth quarter of 2025, pulling forward certain customer purchases that would have otherwise occurred in the first quarter of 2026. Product support revenues contracted modestly, declining 2.5% organically for the three months ended March 31, 2026. The decline in product support revenues was primarily driven by amplified winter weather-related impacts when compared to last year as conditions made the deployment of our field service technicians more difficult, which limited billable capacity despite stable demand and disciplined pricing execution. Rental revenues for the three months ended March 31, 2026 decreased 6.3% organically. The decline in rental revenues was primarily driven by holding a lower average rental fleet size and reduced utilization in certain markets, specifically in our weather impacted northern regions. Conversely, rental equipment sales increased 44.5% for the three months ended March 31, 2026 compared to the same period in 2025. This increase was primarily driven by the targeted disposals of underutilized and aged assets across both segments, and to match customer demand for lower cost used equipment alternatives.
Gross profit (GP):
Consolidated
GP%
15.1
15.2
33.1
33.9
60.2
60.1
28.8
16.9
23.4
Consolidated gross profit
28
The consolidated gross profit margin for the three months ended March 31, 2026 was 26.6%, a 60 basis point decrease from 27.2% for the same period in 2025, reflecting margin pressures across several revenue streams that offset stable service margin performance. Gross profit margins on new and used equipment sales were largely stable year over year, decreasing 10 basis points to 15.1%, as margin stability in the Material Handling and Construction Equipment segments was offset by tariff-related cost pressures in the Master Distribution segment. Notably, new and used equipment gross margins increased by 240 basis points on a sequential basis when compared to the fourth quarter of 2025. Rental equipment sales margins declined 650 basis points year over year reflecting a higher mix of lower-margin asset dispositions as the Company continued to optimize fleet levels and exit underperforming rental product categories. Parts gross margins declined modestly by 80 basis points but remained within expectations while service gross margins increased 10 basis points as higher effective labor rates and operational initiatives helped to offset weather-related challenges on technician availability. Rental revenue gross margins decreased 50 basis points, primarily due to fixed depreciation expense comprising a higher proportion of rental cost of sales on a lower revenue base, particularly within the Material Handling segment.
Operating expenses: Consolidated operating expenses increased by $0.8 million to $115.0 million for the three months ended March 31, 2026, compared to the same period last year, driven primarily by inflationary cost pressures and higher health benefit costs associated with unfavorable claims experience. These increases were partially offset by lower operating expenses in the Construction Equipment segment resulting from workforce and expense management initiatives.
Other expense, net: Consolidated other expense, net for the three months ended March 31, 2026 reduced by $3.4 million to $17.6 million compared to $21.0 million for the same period in 2025. The variance was primarily attributable to lower interest expense resulting from lower borrowing rates and inventory optimization initiatives as well as a gain on divestiture in our Material Handling segment.
Income tax (benefit) expense: The Company recorded an income tax benefit of $3.8 million and expense of $0.7 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, the income tax benefit was primarily attributable to the net loss for the period. The income tax expense in 2025 was primarily a result of adjustments of the Company's valuation allowance against a portion of the deferred tax asset relating to U.S. disallowed interest expense carryforwards partially offset by the benefit attributable to the net loss for the period.
Material Handling Results
(7.1
(4.1
(7.4
(4.7
(7.3
(1.5
20.0
8.1
(4.0
103.3
52.8
(3.3
(28.0
49.4
49.0
Income from operations
(39.3
(62.5
NA
(6.2
(11.3
250.0
Segment adjusted EBITDA
(16.7
29
48.3
49.7
15.4
22.6
21.6
38.8
40.0
9.8
9.7
8.7
8.4
5.2
5.1
64.9
65.4
35.1
34.6
Non-GAAP Financial Measure: Organic Revenues
3.6
72.4
75.0
23.2
33.8
16.3
17.5
(6.9
149.6
Revenues: For the three months ended March 31, 2026, Material Handling segment revenues decreased by $7.4 million, or 4.7%, to $150.5 million as compared to the same period last year. The decline in revenues reflects continued softness in new equipment deliveries partially offset by stable service revenues and higher rental equipment sales. Organic sales of new and used equipment decreased $2.6 million, or 3.5%, reflective of slow January activities. While bookings momentum developed later in the quarter in certain markets, improvements were not able to offset early quarter softness. Product support revenues declined modestly on an organic basis, with parts sales down $1.1 million and service revenues down $0.2 million compared to the prior year. Product support performance remained stable despite challenging weather conditions and technician availability constraints, supported by improved effective labor rates and continued pricing discipline. Rental revenues decreased $1.2 million, or 6.9%, on an organic basis, reflecting a lower average volume of fleet on rent. In contrast, rental equipment sales increased $0.4 million, or 11.4%, primarily due to the targeted disposal of underutilized assets and increased customer demand for cost effective used equipment alternatives. These actions were consistent with intentional enterprise-wide fleet optimization efforts.
19.6
36.9
37.0
61.5
61.0
45.5
(2.8
38.5
28.6
Segment gross profit
30
Material Handling gross profit for the three months ended March 31, 2026 increased 50 basis points to 35.1% compared to 34.6% in the same period in 2025. The improvement in gross margin reflects favorable mix and margin performance in service and equipment sales, partially offset by lower parts and rental revenue margins. Gross margins on new and used equipment sales increased 10 basis points, remaining largely consistent year over year. Parts gross margins decreased 10 basis points, generally consistent with expectations. Service margins increased 50 basis points, driven by higher effective labor rates and improved technician efficiency. Rental revenues gross margins have decreased 280 basis points primarily due to the influence of fixed depreciation costs on a lower revenue base. Rental equipment sales margins increased 990 basis points, reflecting favorable timing and mix of asset dispositions; however, margins on rent-to-rent equipment sales can vary meaningfully depending on the age and composition of assets sold, as many of these assets are disposed of after being fully depreciated.
Operating expenses: Material Handling operating expenses increased modestly by $0.4 million to $49.4 million for the three months ended March 31, 2026 as compared to the same periods last year. The increase reflects inflationary cost pressures and higher healthcare costs, offset by cost management initiatives.
Other expense, net: For the three months ended March 31, 2026, other expense, net decreased by $0.7 million to $5.5 million, compared to the same period in 2025. The improvement was primarily attributable to a $0.2 million gain on the divestiture of the Company's battery shop business in New England and lower floor plan interest expense.
Construction Equipment Results
(4.3
(7.5
(10.6
51.1
(5.3
(4.8
(30.0
16.6
(7.2
68.1
191.5
189.9
55.9
57.6
58.6
Loss from operations
(2.7
(38.1
(9.7
Other (expense) income
(225.0
(11.5
(16.3
(15.1
7.9
(18.2
31
49.6
51.6
18.4
12.9
9.0
43.9
45.7
5.5
77.3
Divestiture revenues
244.6
Revenues: Construction Equipment segment revenues decreased by $1.5 million, or 0.6%, to $244.3 million for the three months ended March 31, 2026 as compared to the same period last year. The overall decline in revenues reflects a combination of seasonality and winter weather disruption early in the quarter, partially offset by strategic inventory actions resulting in higher rental equipment sales volumes. New and used equipment sales decreased $5.5 million from the prior year driven by moderately softer new equipment demand across all regions and typical seasonal softness following a record sales quarter in the fourth quarter of 2025. Rental equipment sales increased for the three months ended March 31, 2026 by $8.9 million primarily due to the targeted disposals and portfolio optimization efforts to address underutilized assets and align the rent-to-sell fleet with sustainable customer demand. Product support revenues were modestly lower overall with parts sales essentially flat year over year and service revenues down versus the prior year. The overall decrease in product support of 3.0% was primarily the result of constrained billable capacity due to weather-impacted seasonal factors. Rental revenues decreased $1.4 million organically for the three months ended March 31, 2026 reflecting a smaller average rental fleet and lower utilization in select markets compared to the prior year. The year-over-year decline in rental revenues is consistent with the Company’s strategic repositioning of its rent-to-sell fleet to align with current market demand.
11.7
30.4
59.2
60.4
22.4
32
Construction Equipment gross profit decreased by 110 basis points to 21.6% in the three months ended March 31, 2026 compared to 22.7% in the same period of 2025. New and used equipment sales margins increased to 11.7%, up 30 basis points year over year and 150 basis points compared to the fourth quarter of 2025, reflecting favorable product mix and signaling an improving margin environment. Parts sales margins were reduced for the three months ended March 31, 2026, decreasing 140 basis points when compared to the same time last year but remain within expected ranges. Service gross margins decreased by 120 basis points year over year primarily reflecting increased non-billable activity and throughput disruption associated with winter operating conditions. Rental revenues gross margin for the three months ended March 31, 2026 increased 100 basis points compared to the prior year primarily reflecting lower sublet costs, freight, and repair and maintenance expenses as a percentage of rental revenues. Conversely, gross margins on rental equipment sales decreased 870 basis points from the prior year, reflecting a higher mix of lower-margin asset dispositions consistent with the Company’s targeted efforts to optimize rent-to-sell fleet levels and dispose of underutilized equipment.
Operating expenses: Construction Equipment operating expenses decreased by $1.0 million to $57.6 million for the three months ended March 31, 2026, as compared to the same period in 2025, reflecting continued cost discipline and the impact of workforce and expense management initiatives. These reductions were partially offset by higher healthcare costs compared to the prior year reflecting unfavorable claims experience.
Other expense, net: Construction Equipment other expense, net decreased $0.9 million to $11.5 million for the three months ended March 31, 2026, as compared to the same period in 2025. The improvement was primarily attributable to lower interest expense, driven by a combination of lower rates and the Company's enterprise-wide inventory optimization initiative.
Master Distribution Results
(60.0
13.2
4.5
(13.3
(63.6
Other expense:
27.3
Other expense
(50.0
180.0
(33.3
33
82.4
85.1
15.8
13.8
66.7
63.2
8.0
77.2
74.1
22.8
25.9
Revenues: Master Distribution segment revenues for the three months ended March 31, 2026 were $17.1 million, a decrease of $0.3 million from the prior year same period. Despite ongoing tariff-related challenges impacting new equipment sales, sales of used equipment improved during the quarter and helped mitigate the overall decline, resulting in a net decrease of $0.7 million in combined new and used equipment sales year over year. Parts sales were up modestly by $0.3 million year over year with improved pricing execution and steady aftermarket demand. Service revenues were flat year over year, while rental revenues increased modestly due to incremental rental activity during the quarter.
19.1
25.7
41.7
(150.0
For the three months ended March 31, 2026, gross profit was $3.9 million, a decrease of $0.6 million compared to the prior year. Gross profit margin decreased 310 basis points to 22.8%, primarily reflecting margin compression in new and used equipment sales. Gross profit margins on new and used equipment sales were 19.1%, down from the prior year reflecting higher relative product costs driven by the impact of tariff costs embedded in inventory sold during the quarter. Parts gross profit margin was 44.4% for the three months ended March 31, 2026, up 270 basis points compared to the same period last year but consistent with expectations and historical averages overall. Easing tariff regulations and renegotiated pricing with OEMs are expected to provide further support of the segment's gross margins in future periods.
Operating expenses: Master Distribution segment operating expenses totaled $3.5 million for the three months ended March 31, 2026, an increase of $0.1 million, or 2.9%, compared to the prior year. The increase was primarily attributable to normal cost inflation and remains aligned with expectations.
Other expense, net: Master Distribution other expense, net was $1.8 million for the three months ended March 31, 2026, an increase of $0.2 million compared to the prior year. The increase was primarily attributable to higher interest expense driven by higher average inventory balances partially offset by lower benchmark interest rates.
34
Liquidity and Capital Resources
The three months ended March 31, 2026 and 2025 Cash Flows
Cash Flow from Operating Activities. Cash flows provided by operating activities include net loss adjusted for non-cash items and the effects of changes in working capital. For the three months ended March 31, 2026, operating activities resulted in net cash provided by operations of $20.8 million. Our reported net loss of $19.5 million, when adjusted for non-cash income and expense items, primarily depreciation and amortization, the gain on sale of property and rental equipment, inventory and bad debt reserves, gain on divestiture, deferred income taxes, and stock-based compensation, provided net cash inflows of $4.3 million. Cash flow changes from working capital included $38.8 million of inventory purchased ($30.0 million of inventory was transferred into our rental fleet primarily for replenishment purposes) and a $6.5 million outflow from accounts receivable. Cash flows from operating activities were favorably impacted by $26.8 million due to proceeds from the sale of rent-to-sell equipment, $21.5 million in net inflows related to manufacturer floor plans and $13.7 million in net inflow from accounts payable, accrued expenses, leases, and other operating liabilities partially offset by a $0.2 million net outflow related to prepaid expenses and other assets.
For the three months ended March 31, 2025, operating activities resulted in net cash used in operations of $17.5 million. Our reported net loss of $20.9 million, when adjusted for non-cash income and expense items, primarily depreciation and amortization, the gain on sale of property and rental equipment, inventory and bad debt reserves, deferred income taxes, and stock-based compensation, provided net cash inflows of $9.3 million. Cash flow changes from working capital included $41.6 million of inventory purchased ($28.4 million of inventory was transferred into our rental fleet primarily for replenishment purposes) and a $9.1 million outflow from accounts receivable. Cash flows from operating activities were favorably impacted by $18.6 million due to proceeds from the sale of rent-to-sell equipment and a $14.4 million inflow from accounts payable, accrued expenses, leases, and other operating liabilities, partially offset by $6.0 million in net outflows related to manufacturer floor plans, and by $3.1 million net outflows pertaining to prepaid expenses and other assets.
Cash Flow from Investing Activities. For the three months ended March 31, 2026, our cash used in investing activities was $3.5 million. This was mainly due to $10.0 million in purchases of rental equipment and non-rental property and equipment and other investing activities partially offset by $1.5 million proceeds from the divestiture as discussed in Note 15, $3.4 million proceeds from the sale of rent-to-rent equipment, and $1.6 million proceeds from the sale of non-rental property and equipment.
For the three months ended March 31, 2025, our cash used in investing activities was $14.3 million. This was mainly due to $16.8 million purchases of rental equipment and non-rental property and equipment, the acquisition of Les Chariots Elevateurs Du Quebec Inc., and other investing activities, partially offset by $2.3 million proceeds from the sale of rent-to-rent equipment and $0.2 million proceeds from the sale of non-rental property and equipment.
Cash Flow from Financing Activities. For the three months ended March 31, 2026, cash used in financing activities was $11.9 million. This cash outflow was due to the $9.1 million of net payments on our line of credit, long-term borrowings, and finance lease obligations, net payments of $1.1 million related to non-manufacturer floor plans, payments of $0.8 million for preferred stock dividends, and $0.9 million related to other financing activities.
For the three months ended March 31, 2025, cash provided by financing activities was $29.5 million. This cash inflow was mainly due to the $34.5 million of net proceeds from our line of credit, long-term borrowings, and finance lease obligations, which funded the increase in net working capital previously noted. These cash inflows were partially offset by payments of $2.7 million for preferred and common stock dividends, net payments of $1.5 million related to non-manufacturer floor plans, and $0.8 million related to other financing activities.
Sources of Liquidity
Our principal sources of liquidity have been from cash provided by our service, parts and rental-related operations and the sales of new, used, and rental fleet equipment, proceeds from the issuance of debt, and borrowings available under our line of credit and floor plans. The Company also reported $23.9 million in cash as of March 31, 2026. For more information on our available borrowings under the revolving line of credit, senior secured second lien notes, and floor plans, please refer to Note 8, Floor Plans and Note 9, Long-term Debt. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested as we do not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs.
Cash Requirements Related to Operations
Our principal uses of cash have been to fund operating activities and working capital, including but not limited to new and used equipment inventories, purchases of rental fleet equipment and personal property, payments due under line of credit and floor plans, acquisitions, debt service requirements, stock repurchases, and preferred stock and common stock dividends. In the future, we may pursue additional strategic acquisitions and seek to open new start-up locations. We anticipate that the uses described above encompass the principal demands on our cash and availability under our line of credit and floor plans in the future.
35
The amount of our future capital expenditures will depend on a number of factors including general economic conditions, the state of our industry and the markets we serve, and our growth prospects. Our gross rental fleet capital expenditures for the three months ended March 31, 2026 was $36.3 million, including $30.0 million of transfers from new and used inventory to rent-to-sell rental fleet. This gross rental fleet capital expenditure was offset by sales proceeds of rental equipment of $30.2 million for the three months ended March 31, 2026 as our business model is to sell lightly used inventory to customers from our rental fleet to increase field population in our geographies. In response to changing economic conditions, we have the flexibility to modify our capital expenditures, especially as it relates to rental fleet.
To service our debt, we will require a significant amount of cash. Our ability to pay interest and principal on our indebtedness, will depend upon our future operating performance and the availability of borrowings under the line of credit and/or other debt and equity financing alternatives available to us, which will be affected by prevailing economic conditions and conditions in the global credit and capital markets, as well as financial, business, and other factors, some of which are beyond our control. Based on our current level of operations and given the current state of the capital markets, we believe our cash flows from operations, available cash, and available borrowings under the line of credit will be adequate to meet our future liquidity needs for the foreseeable future. As of March 31, 2026, we had $400.2 million of available borrowings under the ABL Facility and Floor Plan Facilities.
Critical Accounting Policies and Estimates
In the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures. Our management reviews these estimates and assumptions on an ongoing basis. While we believe the estimates and judgments we use in preparing our consolidated financial statements are reasonable and appropriate, they are subject to future events and uncertainties regarding their outcome; therefore, actual results may materially differ from these estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts first become known. See Note 2 to the consolidated financial statements contained in the Company’s 2025 Annual Report on Form 10-K for a summary of our significant accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risks primarily consists of interest rate risk associated with our variable rate debt, fixed rate debt when refinancing, prices of certain commodities, and foreign currency exchange rate risks. From time to time, we employ financial instruments to manage the Company's exposure to changes in interest rates, diesel and unleaded fuel, and foreign currencies. See Note 14, Fair Value of Financial Instruments, for more information.
Interest rate risk: Our earnings may be affected by changes in interest rates on the ABL Facility and Floor Plan Facilities. The interest rates applicable to any loans under the ABL Facility are based, at the option of the borrowers, on (i) a floating rate based on the SOFR (for loans denominated in U.S. dollars) or Canadian Dollar Offered Rate (for loans denominated in Canadian dollars) plus an initial margin of 1.75% or (ii) CBFR (for loans denominated in U.S. dollars) or the Canadian Prime Rate (for loans denominated in Canadian dollars) less an initial margin of 0.75%, in each case, where margin is adjusted under the ABL Facility based on the quarterly average excess availability under the ABL Facility. The interest rates applicable to any loans under various Floor Plan Facilities (“Floor Plan Rates”) are based on a wide range of benchmark rates (including SOFR, Prime, Bloomberg Short-Term Bank Yield Index, and the Canadian Bankers' Acceptance Rate) plus an applicable margin. As of March 31, 2026 the lowest Floor Plan Rate was SOFR plus an initial margin of 2.75%, and the highest was SOFR plus a margin of 5.1145% per annum, excluding OEM subsidies on the Floor Plan Facilities.
At March 31, 2026 and December 31, 2025, we had $207.0 million and $213.6 million, respectively, outstanding borrowings under the ABL Facility. At March 31, 2026 and December 31, 2025, we had $333.8 million and $313.6 million, respectively, outstanding borrowings under the Floor Plan Facilities. As of March 31, 2026, based upon the amount of our variable rate debt outstanding, each one percentage point increase in the interest rates applicable to our variable rate debt would reduce our annual pre-tax earnings by $3.9 million. The amount of variable rate indebtedness outstanding may fluctuate significantly. See Note 8, Floor Plans, and Note 9, Long-Term Debt, in our condensed consolidated financial statements for additional information concerning the terms of our variable rate debt.
We have a fixed rate on the Notes of $500.0 million which are due in 2029. We do not have any exposure to changing interest rates as of March 31, 2026 on the fixed rate Notes. For additional information concerning the terms of our fixed rate debt, see Note 9, Long-Term Debt.
Commodity price risk: The market prices of diesel and unleaded fuels are unpredictable and can fluctuate significantly. Due to the volume of fuel we purchase each year, a significant increase in the price of fuel could adversely affect our business and reduce our operating margins. To manage a portion of this risk, we enter into fixed price swap contracts to purchase gasoline and diesel fuel related to forecasted fuel purchases. For the purchases of unleaded and diesel fuel that we expect to purchase at market prices in the next 12 months, each $1.00 per gallon increase in the price of diesel and unleaded fuel, holding other variables constant, would not have a material impact on our pre-tax income when including the fixed price swap contracts.
Foreign currency exchange rate risk: Due to our international operations, a portion of our revenues, cost of revenues, and operating expenses are subject to foreign currency exchange rate risk. Changes in the exchange rate of the U.S. dollar versus the Canadian dollar and European currencies affect the translated value and relative level of revenues and net income (loss) that we report from one period to the next. Based upon balances and exchange rates as of March 31, 2026, holding other variables constant, we believe that a hypothetical 10% increase or decrease in all applicable foreign exchange rates would not have a material impact on our results of operations or cash flows.
Item 4. Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
The information required with respect to this item can be found in Note 11, Contingencies, of the notes to the unaudited consolidated financial statements contained in this quarterly report and is incorporated by reference into this Item 1.
Item 1A. Risk Factors.
We face a number of uncertainties and risks that are difficult to predict and many of which are outside of our control. For a detailed discussion of the risks that affect our business, please refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes from the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Share Repurchases
No shares were repurchased during the three months ended March 31, 2026. As of March 31, 2026, the Company had $16.7 million of remaining authorization under its share repurchase program.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Item 6. Exhibits.
Exhibit
Number
Description
Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-A (File No. 001-38864) filed by the Company on February 14, 2020).
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10-Q (File No. 001-38864) filed by the Company on November 12, 2024).
Certificate of Designation for 10% Series A Cumulative Perpetual Preferred Stock of Alta Equipment Group Inc. (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on December 22, 2020)
4.1
Indenture, dated June 5, 2024, among the Company, the Guarantors therein and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on June 6, 2024).
Form of 9.000% Senior Secured Second Lien Notes due 2029 (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on June 6, 2024).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 7, 2026
By:
/s/ Anthony J. Colucci
Anthony J. Colucci
Chief Financial Officer (Principal Financial Officer and Authorized Signatory)