Alta Equipment (ALTG) - 2019 Q4 - Annual Report

PART I This section covers the Company's initial formation as a blank check company, its IPO, and the subsequent business combination. Item 1. Business The Company, initially a blank check entity, completed its IPO in April 2019 and acquired Alta Equipment Holdings, Inc. in February 2020. - The Company was formed as a blank check company on October 30, 2018, with the business purpose of effecting a merger or similar business combination[11] - On April 11, 2019, the Company consummated its initial public offering (IPO), selling 14,375,000 units at $10.00 per unit, generating gross proceeds of $143.75 million[12] - Simultaneously with the IPO, a private placement of 462,500 units to the Sponsor generated approximately $4.625 million in gross proceeds[13] - Approximately $143,750,000 from the net proceeds of the IPO and private placement was placed in a U.S.-based trust account[14] - On February 14, 2020, the Company consummated the business combination, acquiring Alta Equipment Holdings, Inc. and changing its name to Alta Equipment Group Inc[15] - Upon the closing of the business combination, the Company had 29,511,359 shares of common stock outstanding[16] - As of December 31, 2019, prior to the business combination, BRPM had two executive officers and no full-time employees[19] Item 1A. Risk Factors The Company faces risks from economic downturns, substantial indebtedness, acquisition challenges, reliance on key manufacturers, cybersecurity, and the COVID-19 outbreak. - The Company's business is highly sensitive to declines in construction and industrial activities or a general economic downturn, which could decrease demand for equipment, depress rental rates, and lower sales prices[23][24] - Substantial indebtedness increases the Company's vulnerability to adverse economic conditions, reduces cash flow for operations and capital expenditures, and limits flexibility for business changes[28][29] - The Company's growth strategy relies on acquisitions, which carry risks such as difficulty identifying attractive candidates, significant transaction and integration expenses, potential loss of key employees, and disruption of operations[41][42][43] - The Company purchases approximately 57% of its rental and sales equipment from four major manufacturers (Yale, Hyster, Volvo, and JCB); termination of these relationships or increased equipment costs could materially impact the business[49][50][54] - Security breaches or disruptions in information technology systems, including the customer relationship management system, could compromise confidential information, adversely affect operations, and damage business reputation[58][59][60] - The COVID-19 outbreak poses a significant risk, potentially negatively impacting operations, supply chains, and customer demand, leading to an economic downturn[81][82] Item 1B. Unresolved Staff Comments The Company reported no unresolved staff comments from the SEC. - There are no unresolved staff comments[83] Item 2. Properties The Company's corporate offices are located in Livonia, Michigan, and are deemed adequate for current operations. - The Company's corporate offices are located at 13211 Merriman Road, Livonia, Michigan 48150[83] - The current office space is considered adequate for current operations[83] Item 3. Legal Proceedings The Company reported no material litigation, arbitration, or governmental proceedings pending against it or its management. - There is no material litigation, arbitration, or governmental proceeding currently pending against the Company or its management team[84] Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures. - There are no mine safety disclosures[84] PART II This section covers market information for common equity, selected financial data, management's discussion and analysis, and disclosures about market risk. Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The Company's common stock and public warrants trade on the NYSE, with no cash dividends paid to date and no anticipated future stock dividends. - The Company's common stock and public warrants trade on the NYSE under the symbols "ALTG" and "ALTG WS," respectively[87] Holders of Record (as of March 23, 2020) | Security | Holders of Record | | :------------- | :---------------- | | Common Stock | 44 | | Warrants | 29 | - The Company has not paid any cash dividends on its common stock to date and does not anticipate declaring stock dividends in the foreseeable future; future dividend payments are at the discretion of the board and depend on financial performance[89] - As of December 31, 2019, BRPM did not have any equity compensation plans[90] Item 6. Selected Financial Data This section is explicitly stated as "Not applicable" in the report. - This section is explicitly stated as "Not applicable" in the report[91] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section details the Company's evolution from a blank check company through its IPO and subsequent business combination with Alta Equipment Holdings, Inc. - BRPM was formed as a blank check company on October 30, 2018, with no operations or revenue until the consummation of a business combination[94] - The Company's IPO on April 11, 2019, involved the sale of 14,375,000 units at $10.00 per unit, generating $143,750,000 in gross proceeds[95] - A private placement of 462,500 units to the Sponsor, concurrent with the IPO, generated approximately $4.625 million in gross proceeds[96] - Approximately $143,750,000 from the IPO and private placement was placed in a U.S.-based trust account[97] - The business combination with Alta Equipment Holdings Inc. was approved by stockholders on February 11, 2020, and consummated on February 14, 2020[99][100] - In connection with the business combination, 1,049,036 shares of common stock were redeemed at approximately $10.14 per share, resulting in 29,511,359 shares outstanding post-closing[99][100] - BRPI, an affiliate of the Sponsor, purchased 2,500,000 units for $25,000,000 in a private placement concurrently with the business combination closing[101] Item 7A. Quantitative and Qualitative Disclosures About Market Risk This section is explicitly stated as "Not applicable" in the report. - This section is explicitly stated as "Not applicable" in the report[102] Item 8. Consolidated Financial Statements and Supplementary Data This section presents the audited financial statements for the years ended December 31, 2019, and 2018, reflecting the Company's status prior to the business combination. - The section includes audited Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, and Statements of Cash Flows for the years ended December 31, 2019, and 2018[105][107] - Financial statements are presented in conformity with accounting principles