Alta Equipment (ALTG) - 2024 Q1 - Quarterly Report

Cautionary Note Regarding Forward-Looking Statements Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially - Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results to differ materially[5] - Key risk factors include supply chain disruptions, inflationary pressures, economic conditions, interest rate fluctuations, and the company's ability to integrate acquisitions and attract key personnel[6] PART I – FINANCIAL INFORMATION This section presents the company's unaudited financial statements and management's discussion and analysis Item 1. Financial Statements Presents unaudited condensed consolidated financial statements, including balance sheets, income, equity, and cash flows, with detailed notes Condensed Consolidated Balance Sheets (Unaudited) Details the company's assets, liabilities, and equity as of March 31, 2024, and December 31, 2023 | Metric | March 31, 2024 ($ millions) | December 31, 2023 ($ millions) | | :----- | :-------------------------- | :----------------------------- | | Total Assets | $1,563.3 | $1,570.9 | | Total Liabilities | $1,426.4 | $1,421.2 | | Total Stockholders' Equity | $136.9 | $149.7 | - Cash decreased significantly from $31.0 million at December 31, 2023, to $5.6 million at March 31, 2024[10] - Inventories, net, increased from $530.7 million at December 31, 2023, to $553.7 million at March 31, 2024[10] Condensed Consolidated Statements of Operations (Unaudited) Presents the company's revenues, expenses, and net income or loss for Q1 2024 and Q1 2023 | Metric | Three Months Ended March 31, 2024 ($ millions) | Three Months Ended March 31, 2023 ($ millions) | Change (YoY) ($ millions) | | :----- | :--------------------------------------------- | :--------------------------------------------- | :------------------------ | | Total Revenues | $441.6 | $420.7 | $20.9 (5.0%) | | Gross Profit | $120.6 | $121.3 | $(0.7) (-0.6%) | | (Loss) Income from Operations | $(0.9) | $12.1 | $(13.0) (-107.4%) | | Net (Loss) Income | $(11.9) | $1.0 | $(12.9) (NM) | | Basic (Loss) Income Per Share | $(0.38) | $0.01 | $(0.39) (NM) | - Total operating expenses increased by $12.3 million (11.3%) to $121.5 million, contributing to the shift from operating income to loss[13] - Total other expense, net, increased by $4.2 million (38.2%) to $15.2 million, primarily due to higher interest expenses[13] Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) Details comprehensive loss or income, including net income and other comprehensive items for Q1 2024 and Q1 2023 | Metric | Three Months Ended March 31, 2024 ($ millions) | Three Months Ended March 31, 2023 ($ millions) | | :----- | :--------------------------------------------- | :--------------------------------------------- | | Net (Loss) Income | $(11.9) | $1.0 | | Foreign currency translation adjustments | $(1.1) | $0.1 | | Change in fair value of derivative, net of tax | $0.7 | $(0.4) | | Total other comprehensive loss | $(0.4) | $(0.3) | | Comprehensive (Loss) Income | $(12.3) | $0.7 | - The company reported a comprehensive loss of $12.3 million in Q1 2024, a significant decline from a comprehensive income of $0.7 million in Q1 2023[16] Condensed Consolidated Statements of Stockholders' Equity (Unaudited) Outlines changes in stockholders' equity, including net loss, dividends, and stock-based compensation, for Q1 2024 | Metric | Balance at Dec 31, 2023 ($ millions) | Net Loss ($ millions) | Dividends (Preferred & Common) ($ millions) | Stock-based Compensation ($ millions) | Foreign Currency Translation ($ millions) | Change in Fair Value of Derivative ($ millions) | Balance at Mar 31, 2024 ($ millions) | | :----- | :----------------------------------- | :-------------------- | :------------------------------------------ | :------------------------------------ | :---------------------------------------- | :---------------------------------------------- | :----------------------------------- | | Total Stockholders' Equity | $149.7 | $(11.9) | $(2.7) | $2.2 | $(1.1) | $0.7 | $136.9 | - Total stockholders' equity decreased by $12.8 million from $149.7 million at December 31, 2023, to $136.9 million at March 31, 2024[10][20] - The decrease was primarily driven by the net loss of $11.9 million and dividend payments totaling $2.7 million[20] Condensed Consolidated Statements of Cash Flows (Unaudited) Presents cash flows from operating, investing, and financing activities for Q1 2024 and Q1 2023 | Activity | Three Months Ended March 31, 2024 ($ millions) | Three Months Ended March 31, 2023 ($ millions) | | :------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(11.9) | $(20.1) | | Net cash used in investing activities | $(18.1) | $(18.9) | | Net cash provided by financing activities | $4.6 | $37.9 | | Net change in cash | $(25.4) | $(1.0) | | Cash, End of period | $5.6 | $1.7 | - Net cash used in operating activities improved to $11.9 million in Q1 2024 from $20.1 million in Q1 2023, despite a net loss, due to adjustments for non-cash items and changes in working capital[22][162][163] - Net cash provided by financing activities significantly decreased to $4.6 million in Q1 2024 from $37.9 million in Q1 2023, mainly due to lower net borrowings from lines of credit and non-manufacturer floor plans[22][165][166] Notes to Unaudited Condensed Consolidated Financial Statements Provides detailed explanations of accounting policies, financial statement line items, and other relevant disclosures Note 1. Organization and Nature of Operations Describes Alta Equipment Group Inc.'s business activities, including its geographic presence and equipment offerings - Alta Equipment Group Inc. is engaged in the sale, service, and rental of material handling, construction, and environmental processing equipment across 15 U.S. states and two Canadian provinces[25] Note 2. Summary of Significant Accounting Policies Outlines the company's key accounting policies and the evaluation of new FASB guidance - There were no significant changes to the company's accounting policies during the three months ended March 31, 2024[27] - The company is currently evaluating the impact of new FASB guidance on segment disclosures (effective 2024) and disaggregated income tax disclosures (effective Q1 2025)[29] Note 3. Revenue Recognition Details the company's revenue streams, recognition methods, and deferred revenue balances | Revenue Type | Three Months Ended March 31, 2024 ($ millions) | Three Months Ended March 31, 2023 ($ millions) | | :----------- | :--------------------------------------------- | :--------------------------------------------- | | New and used equipment sales | $228.6 | $219.6 | | Parts sales | $72.9 | $68.4 | | Service revenues | $64.0 | $60.2 | | Rental revenues | $48.5 | $43.5 | | Rental equipment sales | $27.6 | $29.0 | | Total revenues | $441.6 | $420.7 | - Revenues from contracts with customers (Topic 606) are primarily recognized at a point in time, while rental revenues (Topic 842) are recognized over time as operating leases[34][35] - Total deferred revenue (contract liabilities) was $18.3 million as of March 31, 2024, with $8.1 million recognized from the prior year's balance[44] Note 4. Related Party Transactions Discloses transactions with related parties, including hydrogen fuel purchases and executive interests - The company purchased $0.6 million of hydrogen fuel from OneH2, Inc. in Q1 2024, an increase from $0.2 million in Q1 2023[45] - Alta's CEO, CFO, and COO hold indirect minority interests in OneH2, Inc., and the CEO is on its Board of Directors[45] Note 5. Inventories Provides a breakdown of inventory categories and changes, including new equipment, used equipment, and parts | Category | March 31, 2024 ($ millions) | December 31, 2023 ($ millions) | | :------- | :-------------------------- | :----------------------------- | | New equipment | $398.4 | $373.6 | | Used equipment | $52.2 | $54.6 | | Work in process | $9.7 | $8.2 | | Parts | $101.6 | $101.9 | | Inventories, net | $553.7 | $530.7 | - Net inventories increased by $23.0 million to $553.7 million as of March 31, 2024, primarily due to an increase in new equipment inventory[46] - Rental depreciation expense for new and used equipment inventory under short-term leases with purchase options increased to $3.1 million in Q1 2024 from $2.5 million in Q1 2023[48] Note 6. Property and Equipment Details the company's property and equipment, including rental fleet and finance lease assets, and associated depreciation | Category | March 31, 2024 ($ millions) | December 31, 2023 ($ millions) | | :------- | :-------------------------- | :----------------------------- | | Rental fleet | $609.3 | $600.8 | | Finance lease right-of-use assets | $52.9 | $48.4 | | Total cost | $729.3 | $712.6 | | Less: accumulated depreciation and amortization | $(252.3) | $(247.8) | | Property and equipment, net | $477.0 | $464.8 | - Net property and equipment increased by $12.2 million to $477.0 million as of March 31, 2024, driven by growth in the rental fleet and finance lease right-of-use assets[49] - Total depreciation and amortization on property and equipment increased to $28.3 million in Q1 2024 from $23.4 million in Q1 2023[49] Note 7. Goodwill and Other Intangible Assets Presents the company's goodwill and other intangible assets by segment, including customer relationships and other intangibles Goodwill ($ millions) | Segment | Balance, Dec 31, 2023 ($ millions) | Adjustments ($ millions) | Balance, Mar 31, 2024 ($ millions) | | :------ | :--------------------------------- | :----------------------- | :--------------------------------- | | Material Handling | $15.0 | — | $15.0 | | Construction Equipment | $43.4 | $(0.7) | $42.7 | | Master Distribution | $18.3 | — | $18.3 | | Total | $76.7 | $(0.7) | $76.0 | Other Intangibles ($ millions) | Category | March 31, 2024 (Net) ($ millions) | December 31, 2023 (Net) ($ millions) | | :------- | :-------------------------------- | :----------------------------------- | | Customer and supplier relationships | $55.2 | $56.8 | | Other intangibles | $8.7 | $9.5 | | Total | $63.9 | $66.3 | - Goodwill decreased slightly to $76.0 million as of March 31, 2024, due to purchase price allocation adjustments, with no impairment indicators identified[51] Note 8. Floor Plans Details the company's floor plan facilities, outstanding balances, and associated interest expenses and rates - Total outstanding balance under Floor Plan Facilities was $399.4 million as of March 31, 2024, up from $397.5 million at December 31, 2023[58] - Interest expense associated with new equipment floor plans increased by 86.7% to $2.8 million in Q1 2024 from $1.5 million in Q1 2023[58] - The weighted average interest rate on Floor Plan Facilities increased to 8.7% as of March 31, 2024, from 7.3% as of March 31, 2023[58] Note 9. Long-Term Debt Outlines the company's long-term debt, including lines of credit, senior secured notes, and finance leases | Category | March 31, 2024 ($ millions) | December 31, 2023 ($ millions) | | :------- | :-------------------------- | :----------------------------- | | Line of credit | $330.0 | $317.5 | | Senior secured second lien notes | $315.0 | $315.0 | | Finance leases | $41.7 | $38.8 | | Total debt and finance leases | $682.9 | $667.0 | - The ABL Facility had an outstanding balance of $330.0 million as of March 31, 2024, with a total borrowing capacity of $485.0 million[59][63] - Senior Secured Second Lien Notes of $315.0 million are due on April 15, 2026, with a fixed interest rate of 5.625% per annum[61][63] Note 10. Leases Details the company's lease expenses by type and weighted average remaining lease terms | Expense Type | Three Months Ended March 31, 2024 ($ millions) | Three Months Ended March 31, 2023 ($ millions) | | :----------- | :--------------------------------------------- | :--------------------------------------------- | | Operating lease expense | $6.8 | $6.9 | | Short-term lease expense | $2.4 | $1.7 | | Variable lease expense | $2.7 | $2.1 | | Finance lease expense (Amortization & Interest) | $3.2 | $1.8 | | Total lease expense | $15.3 | $12.8 | - Total lease expense increased by $2.5 million to $15.3 million in Q1 2024, driven by higher short-term, variable, and finance lease expenses[69] - Weighted average remaining lease terms are 8.8 years for operating leases and 4.7 years for finance leases as of March 31, 2024[70][71] Note 11. Contingencies Discusses potential financial impacts from guarantees, legal proceedings, and outstanding letters of credit - The company's estimated exposure related to guarantees for third-party lessee performance was not material, and no accrual has been made[76] - Resolution of pending legal proceedings is not expected to have a material effect on the company's condensed consolidated financial statements[77] - Outstanding letters of credit totaled $9.0 million as of March 31, 2024, reducing available borrowings under the ABL Facility[78] Note 12. Income Taxes Presents the company's income tax benefit or provision and effective tax rate for Q1 2024 and Q1 2023 | Metric | Three Months Ended March 31, 2024 ($ millions) | Three Months Ended March 31, 2023 ($ millions) | | :----- | :--------------------------------------------- | :--------------------------------------------- | | Income tax (benefit) provision | $(4.2) | $0.1 | | Effective tax rate | 26.1% | 9.1% | - The company recognized an income tax benefit of $4.2 million in Q1 2024, primarily attributable to the net loss incurred during the period[79] Note 13. Stock-Based Compensation Details stock-based compensation expense, unrecognized compensation, and the Employee Stock Purchase Plan - Total stock-based compensation expense for PSUs and RSUs increased to $1.1 million in Q1 2024 from $0.8 million in Q1 2023[82] - Unrecognized compensation expense for RSUs was $2.4 million (1.6 years weighted average period) and for PSUs was $5.3 million (1.5 years weighted average period) as of March 31, 2024[82] - The Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase common stock at 85% of the lower of the fair market value on the first or last day of a six-month offering period[84] Note 14. Fair Value of Financial Instruments Provides fair value estimates for financial instruments, including debt, contingent consideration, and derivative contracts | Metric | March 31, 2024 ($ millions) | December 31, 2023 ($ millions) | | :----- | :-------------------------- | :----------------------------- | | Estimated aggregate fair value of debt | $678.0 | $655.6 | | Aggregate carrying value of debt | $686.7 | $671.3 | - Contingent consideration liabilities, representing earn-out obligations from past acquisitions, totaled $5.3 million as of March 31, 2024[91][92] - The company uses an interest rate cap (notional value $200.0 million) as a cash flow hedge and fixed price fuel swap contracts (notional value 6.5 million gallons) to manage interest rate and commodity price risks[94][95][96] Note 15. Business Combinations Discusses adjustments to purchase price allocations for recent acquisitions and their finalization status - Minor adjustments to purchase price allocations related to the Ault acquisition were recorded in 2024[99] - Fair values of assets acquired and liabilities assumed for 2023 acquisitions are finalized, while Ault's are provisional[100] Note 16. Segments Outlines the company's three reportable segments and their total assets - The company operates in three reportable segments: Material Handling, Construction Equipment, and Master Distribution, with other activities grouped under 'Corporate and Other'[101] Total Assets by Segment ($ millions) | Segment | March 31, 2024 ($ millions) | December 31, 2023 ($ millions) | | :------ | :-------------------------- | :----------------------------- | | Material Handling | $466.8 | $474.3 | | Construction Equipment | $975.9 | $947.6 | | Master Distribution | $85.8 | $85.9 | | Corporate and Other | $34.8 | $63.1 | | Total assets | $1,563.3 | $1,570.9 | Note 17. Earnings Per Share Presents basic and diluted earnings per share calculations and related common shares outstanding | Metric | Three Months Ended March 31, 2024 ($ millions) | Three Months Ended March 31, 2023 ($ millions) | | :----- | :--------------------------------------------- | :--------------------------------------------- | | Net (loss) income available to common stockholders | $(12.7) | $0.2 | | Basic weighted average common shares outstanding | 33,108,695 | 32,223,221 | | Basic net (loss) income per share | $(0.38) | $0.01 | | Diluted net (loss) income per share | $(0.38) | $0.01 | - Basic and diluted EPS for Q1 2024 were a loss of $0.38 per share, a significant decrease from an income of $0.01 per share in Q1 2023[111] - Approximately 1,161,000 securities were excluded from the diluted EPS calculation for Q1 2024 because their inclusion would have been anti-dilutive[111] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides an overview of the company's business, financial performance, and liquidity, highlighting revenue growth and net loss Business Description Describes Alta's operations as a large integrated equipment dealership platform across North America - Alta operates one of North America's largest integrated equipment dealership platforms, with over 85 locations across 15 U.S. states and two Canadian provinces[114] - The company holds exclusive distribution agreements with leading OEMs and master dealer rights for environmental processing equipment[115] - Alta is pursuing a growth strategy focused on the distribution and powering of commercial electric vehicles[115] Strategic Acquisitions Highlights strategic acquisitions as a key growth driver for expanding geographic reach and service offerings - Strategic acquisitions are a key growth driver, aimed at expanding geographic reach, capabilities, service offerings, and diversifying customer/supplier bases, with the goal of being accretive to financial performance[117] Business Segments Identifies the company's three reportable business segments: Material Handling, Construction, and Master Distribution - The company's business is divided into three reportable segments: Material Handling, Construction Equipment, and Master Distribution, with additional activities grouped under 'Corporate and Other'[118][101] Financial Statement Overview Summarizes the company's primary revenue streams and the strategic importance of new equipment sales - Revenue streams include new and used equipment sales, parts sales, repair and maintenance services, equipment rentals, and rental equipment sales[119][120][121][122][123] - New equipment sales are a primary source of new customers for rental, parts, and service businesses, generating equipment field population for higher-margin aftermarket revenue streams[119][116] - The rental fleet had an original acquisition cost of $601.0 million as of March 31, 2024[122] Principal Costs and Expenses Outlines the main components of the company's cost of revenues, operating expenses, and other net expenses - Cost of revenues includes acquisition costs for new/used equipment, labor for parts/service, and rental equipment maintenance/depreciation[125][126][127][128] - Operating expenses are primarily personnel, operational, and occupancy costs[128] - Other expense, net, is mainly driven by interest expense from various financing facilities[129] Results of Operations Analyzes the company's financial performance, including consolidated and segment-specific revenues, gross profit, and operating results Consolidated Results Presents overall financial performance, including total revenues, gross profit, operating expenses, and net income for Q1 2024 and Q1 2023 Consolidated Financial Performance ($ millions) | Metric | Q1 2024 ($ millions) | Q1 2023 ($ millions) | Change ($ millions) | Change (%) | | :----- | :------------------- | :------------------- | :------------------ | :--------- | | Total Revenues | $441.6 | $420.7 | $20.9 | 5.0% | | Gross Profit | $120.6 | $121.3 | $(0.7) | (0.6%) | | Operating Expenses | $121.5 | $109.2 | $12.3 | 11.3% | | (Loss) Income from Operations | $(0.9) | $12.1 | $(13.0) | (107.4%) | | Net (Loss) Income | $(11.9) | $1.0 | $(12.9) | NM | Gross Profit Margins by Revenue Type | Revenue Type | Q1 2024 GP% | Q1 2023 GP% | Change (bps) | | :----------- | :---------- | :---------- | :----------- | | New and used equipment sales | 15.8% | 18.5% | (270) | | Parts sales | 33.7% | 33.6% | 10 | | Service revenues | 57.8% | 58.3% | (50) | | Rental revenues | 30.3% | 33.3% | (300) | | Rental equipment sales | 29.3% | 27.9% | 140 | | Consolidated gross profit | 27.3% | 28.8% | (150) | - Organic revenue growth was 0.9%, with rental revenues growing 7.1% organically, while new and used equipment sales decreased 0.5% organically[137][138] Material Handling Results Analyzes the Material Handling segment's revenues, operating income, and gross profit margins for Q1 2024 and Q1 2023 Material Handling Financial Performance ($ millions) | Metric | Q1 2024 ($ millions) | Q1 2023 ($ millions) | Change ($ millions) | Change (%) | | :----- | :------------------- | :------------------- | :------------------ | :--------- | | Total Revenues | $174.3 | $164.8 | $9.5 | 5.8% | | Income from Operations | $5.6 | $12.5 | $(6.9) | (55.2%) | | Income before taxes | $0.6 | $5.1 | $(4.5) | (88.2%) | Material Handling Gross Profit Margins by Revenue Type | Revenue Type | Q1 2024 GP% | Q1 2023 GP% | Change (bps) | | :----------- | :---------- | :---------- | :----------- | | New and used equipment sales | 18.9% | 21.7% | (280) | | Parts sales | 37.8% | 37.6% | 20 | | Service revenues | 58.3% | 57.1% | 120 | | Rental revenues | 46.3% | 54.4% | (810) | | Rental equipment sales | 40.0% | 35.7% | 430 | | Segment gross profit | 32.5% | 34.9% | (240) | - Organic new and used equipment sales increased 7.1%, and organic rental revenues increased 5.0%[146] Construction Equipment Results Analyzes the Construction Equipment segment's revenues, operating loss, and gross profit margins for Q1 2024 and Q1 2023 Construction Equipment Financial Performance ($ millions) | Metric | Q1 2024 ($ millions) | Q1 2023 ($ millions) | Change ($ millions) | Change (%) | | :----- | :------------------- | :------------------- | :------------------ | :--------- | | Total Revenues | $255.6 | $233.1 | $22.5 | 9.7% | | (Loss) income from operations | $(0.6) | $7.2 | $(7.8) | (108.3%) | | Loss before taxes | $(10.0) | $(1.6) | $(8.4) | 525.0% | Construction Equipment Gross Profit Margins by Revenue Type | Revenue Type | Q1 2024 GP% | Q1 2023 GP% | Change (bps) | | :----------- | :---------- | :---------- | :----------- | | New and used equipment sales | 12.8% | 14.1% | (130) | | Parts sales | 30.9% | 30.1% | 80 | | Service revenues | 57.5% | 59.9% | (240) | | Rental revenues | 20.3% | 19.0% | 130 | | Rental equipment sales | 27.9% | 27.9% | 0 | | Segment gross profit | 23.6% | 24.4% | (80) | - Organic new and used equipment sales increased 3.8%, and organic rental revenues increased 7.9%[153] Master Distribution Results Analyzes the Master Distribution segment's revenues, operating loss, and gross profit margins for Q1 2024 and Q1 2023 Master Distribution Financial Performance ($ millions) | Metric | Q1 2024 ($ millions) | Q1 2023 ($ millions) | Change ($ millions) | Change (%) | | :----- | :------------------- | :------------------- | :------------------ | :--------- | | Total Revenues | $12.8 | $26.7 | $(13.9) | (52.1%) | | (Loss) income from operations | $(1.1) | $4.2 | $(5.3) | (126.2%) | | (Loss) income before taxes | $(2.0) | $3.4 | $(5.4) | (158.8%) | Master Distribution Gross Profit Margins by Revenue Type | Revenue Type | Q1 2024 GP% | Q1 2023 GP% | Change (bps) | | :----------- | :---------- | :---------- | :----------- | | New and used equipment sales | 25.3% | 26.4% | (110) | | Parts sales | 40.0% | 48.3% | (830) | | Rental revenues | 50.0% | — | 5000 | | Rental equipment sales | 42.9% | NA | NA | | Segment gross profit | 29.7% | 28.5% | 120 | - The significant revenue decrease was attributed to a high comparative base in Q1 2023 when sub-dealers were stocking inventory post-pandemic[159] Liquidity and Capital Resources Assesses the company's ability to meet its financial obligations, focusing on cash flows and available borrowings - Net cash used in operating activities improved to $11.9 million in Q1 2024 from $20.1 million in Q1 2023[162][163] - Net cash used in investing activities was $18.1 million in Q1 2024, primarily for rental equipment and property and equipment purchases[164] - As of March 31, 2024, the company had $173.1 million of available borrowings under the revolving line of credit and floor plans[171] Critical Accounting Policies and Estimates Highlights accounting policies and estimates requiring significant management judgment and subject to future uncertainties - The preparation of consolidated financial statements requires management to make estimates and judgments that affect reported amounts, which are subject to future events and uncertainties[172] Item 3. Quantitative and Qualitative Disclosures About Market Risk Discusses the company's exposure to market risks, including interest rates, commodity prices, and foreign currency - A one percentage point increase in variable interest rates would reduce annual pre-tax earnings by $3.3 million, considering the hedge impact of the interest rate cap[176] - The company uses fixed price swap contracts to manage commodity price risk for diesel and unleaded fuel[178] - A hypothetical 10% increase or decrease in all applicable foreign exchange rates is not expected to have a material impact on results of operations or cash flows[179] Item 4. Controls and Procedures Confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control - Management, with the participation of the CEO and CFO, evaluated and concluded that disclosure controls and procedures were effective as of March 31, 2024[181] - There were no material changes in internal control over financial reporting during the quarter ended March 31, 2024[183] PART II – OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, other information, and exhibits Item 1. Legal Proceedings States that the company is not involved in any material legal proceedings where liability is not offset by insurance - There are no material legal proceedings pending against the company where potential liability is not offset by expected insurance proceeds[185] Item 1A. Risk Factors Confirms no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes from the risk factors included in the Annual Report on Form 10-K for the year ended December 31, 2023[186] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details the company's authorized share repurchase program and confirms no repurchases during Q1 2024 - The company has a share repurchase program authorizing up to $12.5 million for common stock repurchases[187] - No shares were repurchased during the three months ended March 31, 2024, and the full $12.5 million authorization remains[188] Item 3. Defaults Upon Senior Securities Confirms that no defaults upon senior securities occurred during the reporting period - No defaults upon senior securities occurred during the reporting period[188] Item 4. Mine Safety Disclosures States that this item is not applicable to the company's operations - This item is not applicable to the company[188] Item 5. Other Information Discloses a pre-arranged stock trading plan (10b5-1 Plan) entered into by the Chief Operating Officer - COO Craig Brubaker entered into a 10b5-1 Plan to sell up to 43,525 shares of common stock for tax payments and diversification[189] Item 6. Exhibits Lists all exhibits filed with the Form 10-Q, including various agreements, certificates, and certifications - The report includes various exhibits such as the Third Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and several credit agreements[191][192][193] - Certifications from the Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) are filed herewith[194] Signature Confirms the official signing of the report by the Chief Financial Officer on behalf of the company - The report was duly signed on behalf of Alta Equipment Group Inc. by Anthony J. Colucci, Chief Financial Officer, on May 8, 2024[196]