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What changed in ALTA EQUIPMENT GROUP INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ALTA EQUIPMENT GROUP INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+464 added−452 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-05)

Top changes in ALTA EQUIPMENT GROUP INC.'s 2025 10-K

464 paragraphs added · 452 removed · 339 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

43 edited+9 added−6 removed46 unchanged
Biggest changeOur in-house recruiters and partnerships with colleges and trade schools help build relationships and recruit talent from various sources within our territories. Compensation and Benefits We are committed to providing competitive compensation and benefits programs for our employees as we believe they are core to an engaged and productive employee base.
Biggest changeWe are committed to our employees and their development, and we strive to create opportunities for the continual professional development of our employee base. These opportunities include continuing education and specialty training. Our in-house recruiters and partnerships with colleges and trade schools help build relationships and recruit talent from various sources within our territories.
Our integrated services platform enables us to closely monitor our performance and our business. Our point-of-sale systems enable us to maintain visibility into all of our facilities, permitting universal access to real-time data concerning equipment located at the individual facility locations and the status and maintenance history for each piece of equipment.
Our integrated services platform enables us to closely monitor our performance and our business. Our point-of-sale systems enable us to maintain visibility into all our facilities, permitting universal access to real-time data concerning equipment located at the individual facility locations and the status and maintenance history for each piece of equipment.
Our 2022 acquisition of Ecoverse Industries, LTD ("Ecoverse") represented our entrance into the wholesale equipment master distribution sector. Customers Our customer end markets include food and beverage, diversified manufacturing, automotive, municipal/government, education, pharmaceutical and medical, wholesale and retail distribution, construction, agriculture and forestry, road building, aggregate and mining, utilities and power generation, and recycling and waste management, among others.
Our 2022 acquisition of Ecoverse Industries, LTD (“Ecoverse”) represented our entrance into the wholesale equipment master distribution sector. Customers Our customer end markets include food and beverage, diversified manufacturing, automotive, municipal/government, education, pharmaceutical and medical, wholesale and retail distribution, construction, agriculture and forestry, road building, aggregate and mining, utilities and power generation, and recycling and waste management, among others.
In April 2022, the Company's Board of Directors adopted the 2022 Employee Stock Purchase Plan (the "ESPP"), which became effective upon approval by the Company's shareholders at the Annual Meeting of Stockholders on June 9, 2022. On June 8, 2023 the Company filed a Form S-8 to register 325,000 common stock shares, the total shares reserved for the ESPP.
In April 2022, the Company's Board of Directors adopted the 2022 Employee Stock Purchase Plan (the “ESPP”), which became effective upon approval by the Company's shareholders at the Annual Meeting of Stockholders on June 9, 2022. On June 8, 2023 the Company filed a Form S-8 to register 325,000 common stock shares, the total shares reserved for the ESPP.
Notably, we are the exclusive OEM replacement parts distributor in substantially all our territories, allowing us to provide superior aftermarket service support to our customers. 5 Information Technology ("IT") Systems Among other metrics, our IT systems track new, used and rental inventory and labor utilization statistics, and detailed operational and financial information.
Notably, we are the exclusive OEM replacement parts distributor in substantially all our territories, allowing us to provide superior aftermarket service support to our customers. 5 Information Technology (“IT”) Systems Among other metrics, our IT systems track new, used and rental inventory and labor utilization statistics, and detailed operational and financial information.
We actively populate our territories with new and used equipment, which generates predictable, high-margin parts and service revenues. We follow this strategy with each of our acquisitions into new territories and with new OEM partnerships, growing the field population of equipment through our new, used, and rent-to-sell sales channels upon market entry.
We actively populate our territories with new and used equipment, which generates relatively predictable, high-margin parts and service revenues. We follow this strategy with each of our acquisitions into new territories and with new OEM partnerships, growing the field population of equipment through our new, used, and rent-to-sell sales channels upon market entry.
Similarly, with our historic success and customer relationships in equipment distribution for OEMs in exclusive territories, we will pursue growth opportunities in the wholesale equipment distribution sector, where we look to contractually possess master dealer rights to distribute OEM equipment in a significant geographic territory (e.g., North America).
With our historic success and customer relationships in equipment distribution for OEMs in exclusive territories, we will pursue growth opportunities in the wholesale equipment distribution sector, where we look to contractually possess master dealer rights to distribute OEM equipment in a significant geographic territory (e.g., North America).
Parts and services activities are less affected by changes in demand caused by seasonality, especially in our material handling segment, and are generally more predictable than our other revenue generating activities based on our knowledge of historical maintenance and service trends as equipment ages.
Parts and service activities are less affected by changes in demand caused by seasonality, especially in our material handling segment and are generally more predictable than our other revenue generating activities based on our knowledge of historical maintenance and service trends as equipment ages.
Our geographic footprint has grown through acquisitions, from our original Michigan lift truck territory to a leading equipment dealer with operations in the Midwest, New York, New England, Florida, Nevada, and the Canadian provinces of Ontario and Quebec. In selecting additional territories for acquisition, we prioritize markets with a high density of equipment users. 4 Pursue Synergistic Verticals .
Our geographic footprint has grown through acquisitions, from our original Michigan lift truck territory to a leading equipment dealer with operations in the Midwest, New York, New England, Florida, Nevada, and the Canadian provinces of Ontario, Maritime, and Quebec. In selecting additional territories for acquisition, we prioritize markets with a high density of equipment users. Pursue Synergistic Verticals .
Also, our partnerships with technical schools and community colleges provide consistent access to new technicians. We regularly replicate this strategy as we acquire additional dealership territories. Pursue Strategic Acquisitions. Our management team has successfully completed 16 acquisitions since 2020. We have two primary areas of focus when pursuing acquisitions: • Territory In-Fill .
Also, our partnerships with technical schools and community colleges provide consistent access to new technicians. We regularly replicate this strategy as we acquire additional dealership territories. Pursue Strategic Acquisitions. Our management team has successfully completed 17 acquisitions since 2020. We have two primary areas of focus when pursuing acquisitions: • Territory In-Fill .
We utilize a customized Enterprise Resource Planning (“ERP”) tool, called e-Emphasys, which includes customer relationship management ("CRM") functionality. e-Emphasys was designed specifically for equipment dealerships. We believe our ERP and its CRM functionality enhances our territory management capabilities by increasing the productivity of our sales teams and tracking equipment service history to advance our customer support goals.
We utilize a customized Enterprise Resource Planning (“ERP”) tool, called e-Emphasys, which includes customer relationship management (“CRM”) functionality. e-Emphasys was designed specifically for equipment dealerships. We believe our ERP and its CRM functionality enhances our sales management capabilities by increasing the productivity of our sales teams and tracking equipment service history to advance our customer support goals.
Importantly, these agreements give us exclusive rights to purchase OEM parts and access to OEM software which allows us to safely and effectively repair our customers equipment. Grow the Field Population of Equipment in Our Territories and Leverage that Equipment to Grow Parts and Service Revenues.
Importantly, these agreements give us exclusive rights to purchase OEM parts and access to OEM software which allows us to safely and effectively repair our customers' equipment. Grow the Field Population of Equipment in Our Territories and Leverage that Equipment to Grow Parts and Service Revenues.
These acquisitions advance the parts and service strategy by simultaneously increasing the field population within the existing territory and expanding the number of skilled technicians to generate predictable, high-margin parts and service revenues. • Territorial Expansion .
These acquisitions advance the parts and service strategy by simultaneously increasing the field population within the existing territory and expanding the number of skilled technicians to generate relatively predictable, high-margin parts and service revenues. 4 • Territorial Expansion .
That said, some of the negative impact of severe winters can be mitigated given our exposure to the snow removal market and additional service work related to extreme cold temperatures impact on our customers equipment.
That said, some of the negative impact of severe winters can be mitigated given our exposure to the snow removal market and additional service work related to extreme cold temperatures impact on our customers' equipment.
We also sell tangential products and services related to our material handling equipment offerings which include, but are not limited to, automated equipment installation and warehouse management systems integration. 2 Used equipment sales.
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. 2 Used equipment sales.
These exclusive agreements allow us to take a long-term view to a given marketplace as we invest in rental fleet for the products we represent and build a high-end, complementary product offering that drives wallet share with customers and ultimately allows us, and our OEMs, to focus on growing market share within the territory.
These generally exclusive arrangements pursuant to contractual agreements allow us to take a long-term view to a given marketplace as we invest in rental fleet for the products we represent and build a high-end, complementary product offering that drives wallet share with customers and ultimately allows us, and our OEMs, to focus on growing market share within the territory.
Advertising and marketing costs are expensed as incurred and for the years ended December 31, 2024, 2023 and 2022 were $9.9 million, $10.2 million, and $5.4 million respectively. Suppliers We purchase a significant amount of equipment and parts from a large number of manufacturers with whom we have distribution agreements.
Advertising and marketing costs are expensed as incurred and for the years ended December 31, 2025, 2024 and 2023 were $8.4 million, $9.9 million, and $10.2 million respectively. Suppliers We purchase a significant amount of equipment and parts from a large number of manufacturers with whom we have distribution agreements.
Experienced Management Team. Our senior management team is led by Chief Executive Officer (“CEO”) Ryan Greenawalt, Chief Financial Officer (“CFO”) Anthony Colucci, Chief Operating Officer (“COO”) Craig Brubaker and Chief Legal Officer and General Counsel, Jeffrey Hoover, each of whom has substantial experience in the equipment distribution industry. Our senior leadership is well known and highly respected in the industry.
Experienced Management Team. Our senior management team is led by Chief Executive Officer (“CEO”) Ryan Greenawalt, Chief Financial Officer (“CFO”) Anthony Colucci, and Chief Legal Officer and General Counsel, Jeffrey Hoover, each of whom has substantial experience in the equipment distribution industry. Our senior leadership is well known and highly respected in the industry.
Our customers vary from small, single machine owners to large construction contractors and leading multi-national commercial companies. In 2024, no single customer accounted for more than 1% of our total revenues. Our top ten customers combined accounted for approximately 5% of our total revenues in 2024.
Our customers vary from small, single machine owners to large construction contractors and leading multi-national commercial companies. In 2025, no single customer accounted for more than 1% of our total revenues. Our top ten customers combined accounted for approximately 6% of our total revenues in 2025.
Equipment rental is complementary to our new and used equipment sales and is an important component of our one-stop-shop model, allowing customers to be flexible with their capital spend on equipment needed to operate their businesses.
Equipment rental is complementary to our new and used equipment sales and is an important component of our business model, allowing customers to be flexible with their capital spend on equipment needed to operate their businesses.
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 helps to differentiate us from our competitors. Equipment rentals.
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. Rental revenues.
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 support. We provide maintenance and repair services for customer-owned equipment and maintain our own rental fleet.
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.
We purchased approximately 58% of our equipment and parts sold during the year ended December 31, 2024 from five major OEMs (Volvo, Hyster-Yale, Kubota, CNH, and JCB).
We purchased approximately 49% of our equipment and parts sold during the year ended December 31, 2025 from five major OEMs (Volvo, Hyster-Yale, Kubota, CNH, and Takeuchi).
Additionally, a notable portion of our construction segment operates in Florida, which can be impacted by severe summer heat, thunderstorms, tornados and hurricanes which can have an impact our customers and business operations.
Additionally, a notable portion of our construction segment operates in Florida where severe summer heat, thunderstorms, tornados, and hurricanes can impact our customers and business operations.
The OEM relationships also promote our acquisition strategy, as the OEMs prefer to partner with fewer, larger, financially stable dealerships and view us as a prominent consolidator. Superior Parts and Services Operations Supporting Customer Relationships. We provide parts and service to our customers 24 hours a day, 365 days a year.
The OEM relationships also promote our acquisition strategy, as the OEMs prefer to partner with fewer, larger, financially stable dealerships and view us as a consolidator. 3 Superior Parts and Services Operations Supporting Customer Relationships.
We contractually agree with best-in-class material handling, construction, and environmental processing equipment OEMs to represent them exclusively in designated territories (i.e., a county, state or province).
We represent material handling, construction, and environmental processing equipment OEMs in designated territories (i.e., a county, state, or province).
We are consistently recognized by OEMs as a top dealership partner and have been identified as an internationally recognized Hyster-Yale dealer and multi-year recipient of the Volvo Dealer of the Year award.
We are consistently recognized by OEMs as a top dealership partner and have been identified as an internationally recognized 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.
We maintain customer database which allows us to monitor the status and maintenance history of our customers’ owned equipment and enables us to provide parts and services to meet their needs. Our critical business systems are deployed across a hybrid infrastructure, leveraging both on-premise and cloud environments.
We maintain a customer database which allows us to monitor the status and maintenance history of our customers’ owned equipment and enables us to provide parts and services to meet their needs. Critical business systems, including our primary ERP solution, are deployed in a private cloud environment, with certain supporting systems and infrastructure remaining on‑premise or in other hosted environments.
Total contributions made by the Company to the ESPP amounted to $0.5 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively.
Total contributions made by the Company to the 401(k) plan amounted to $5.7 million, $5.8 million and $5.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Health and Safety The health and safety of our employees is an important focus at Alta. As part of our continuing goal to reduce our recordable injuries, we are committed to regularly reinforcing the importance of our safety programs and encouraging a culture of safe work practices in all our locations.
As part of our continuing goal to reduce our recordable injuries, we are committed to regularly reinforcing the importance of our safety programs and encouraging a culture of safe work practices in all our locations. As part of our evaluation of our management employees, we evaluate the safety records of the employees for whom they have management responsibility.
We currently do not anticipate an adverse effect on our business, financial condition or competitive position as a result of our compliance with such requirements. We will continue to take necessary steps to comply with environmental requirements, but we do not expect to incur material capital or other expenditures for environmental controls or compliance.
We currently do not anticipate an adverse effect on our business, financial condition or competitive position as a result of our compliance with such requirements. We will continue to take necessary steps to comply with environmental requirements. Health and Safety The health and safety of our employees is an important focus at Alta.
As part of our evaluation of our management employees, we evaluate the safety records of the employees for whom they have management responsibility. We also, in the normal course of business in connection with our OEM partners and other third parties, provide our skilled technician base with regular health and safety training based on the latest industry protocols.
We also, in the normal course of business in connection with our OEM partners and other third parties, provide our skilled technician base with regular health and safety training based on the latest industry protocols. Human Capital Employees As of December 31, 2025, we had approximately 2,750 employees.
The aftermarket parts and service businesses provide us with a predictable, high-margin revenue source that is relatively insulated from the typical business cycle. 3 Ability to Attract and Retain Skilled Technical Employees. We believe we provide best-in-class parts and service support to our customers, and the ability to attract and retain skilled technicians is critical to aftermarket performance.
Ability to Attract and Retain Skilled Technical Employees. We believe we provide best-in-class parts and service support to our customers, and the ability to attract and retain skilled technicians is critical to aftermarket performance.
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.
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. 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 engage in five principal business activities in these equipment categories: (i) new and used equipment sales; (ii) parts sales; (iii) repair and maintenance services; (iv) equipment rentals and (v) rent-to-sell equipment. Within our territories, we are primarily the exclusive distributor of new equipment and replacement parts on behalf of our Original Equipment Manufacturer (“OEM”) partners.
We engage in five principal business activities in these equipment categories: (i) new and used equipment sales; (ii) parts sales; (iii) repair and maintenance services; (iv) equipment rentals and (v) rental equipment sales.
Human Capital Employees As of December 31, 2024, we had approximately 2,900 employees. Of these employees, approximately 1,275 are skilled technicians paid on an hourly basis and the remainder are hourly and salaried corporate, sales, operating, and administrative personnel. We have approximately 700 employees covered by collective bargaining agreements.
Of these employees, approximately 1,175 are skilled technicians paid on an hourly basis and the remainder are hourly and salaried corporate, sales, operating, and administrative personnel. We have approximately 650 employees covered by collective bargaining agreements. We believe our relations with our employees are good, and we have never experienced a long-term work stoppage.
We believe that our integrated equipment sales, service, and rental platform provides a one-stop-shop for a highly diverse group of customers, enabling us to profitably grow our revenues over time and providing a competitive advantage over our single channel competitors and traditional equipment rental houses, which may have difficulty expanding due to the infrastructure, training, and relationships necessary to support a growing population of equipment in a designated territory and that typically have limited parts and service offerings.
We believe that our integrated equipment sales, service, and rental platform services a highly diverse group of customers in the material handling, construction, and environmental processing equipment space, enabling us to profitably grow our revenues over time and providing a competitive advantage over our single channel competitors and traditional equipment rental houses. Leading Dealer for Equipment Manufacturers.
With our existing expertise with commercial equipment dealerships, we pursue strategic opportunities to leverage our knowledge in operating equipment dealerships to grow into other tangential verticals of commercial equipment. As an example, we recently entered the over-the-road vehicle dealership industry by virtue of various partnerships with commercial electric vehicle and charging and infrastructure related OEMs.
With our existing expertise with commercial equipment dealerships, we pursue strategic opportunities to leverage our knowledge in operating equipment dealerships to grow into other tangential verticals of commercial equipment.
Our parts and service capabilities support customers in maximizing equipment uptime, which we believe is a key consideration when an equipment customer is making a selection among competing product offerings.
Our parts and service capabilities help customers optimize equipment uptime, which we believe is a key consideration when an equipment customer is making a selection among competing product offerings. The aftermarket parts and service businesses provide us with a relatively predictable, high-margin revenue source that is somewhat insulated from the typical business cycle.
We believe our compensation programs align both individual and team contributions to promote our culture and drive our performance. Substantially all of the Company’s employees are eligible to participate in the Company’s 401(k) and profit-sharing plan. Eligible employees may contribute a percentage of their salary up to the Internal Revenue Service limit.
Substantially all of the Company’s employees are eligible to participate in the Company’s 401(k). Eligible employees may contribute a percentage of their salary up to the Internal Revenue Service limit. The Company may contribute a discretionary percentage of the amount deferred by the employee.
Fluctuations in the level of our business activity could require some staffing level adjustments in response to actual or anticipated customer demand. Lastly, dependent on performance, operating optimization initiatives which may be underpinned by strategic OEM eliminations and/or branch consolidations could result in headcount reductions.
Lastly, dependent on performance, operating optimization initiatives which may be underpinned by strategic OEM eliminations and/or branch consolidations could result in headcount reductions. Talent Development and Employee Training Our goal is to attract, develop, and retain a talented and high-performing workforce.
The Company may contribute a discretionary percentage of the amount deferred by the employee. Total contributions made by the Company to the 401(k) plan amounted to $5.8 million, $5.4 million and $4.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
On June 17, 2025, the Company filed a Form S-8 to register an additional 670,731 common stock shares reserved for the ESPP. Total contributions made by the Company to the ESPP amounted to $0.4 million, $0.5 million and $0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
We believe our relations with our employees are good, and we have never experienced a long-term work stoppage. Generally, the total number of employees does not significantly fluctuate throughout the year. However, acquisition activity may increase the number of our employees.
Generally, the total number of employees does not significantly fluctuate throughout the year. However, acquisition activity may increase the number of our employees. Fluctuations in the level of our business activity could require some staffing level adjustments in response to actual or anticipated customer demand.
Removed
More recently, given the Company’s successful history with electrified forklifts, battery charging, and power generation, we are pursuing a synergistic, asset-light strategy focused on the distribution and powering of commercial electric vehicles in the over-the-road vehicle segment.
Added
We have operated as an equipment dealership for 41 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, Maritime, and Quebec.
Removed
While our electromobility (“e-mobility”) business, and the industry in general, is in its early stages of development, we believe that our expertise in this emerging market represents a future growth opportunity. We are committed to providing our customers with a best-in-class equipment dealership experience.
Added
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.
Removed
We view our rental fleet as an important component of our one-stop-shop model, allowing for customers to be flexible with their capital and rely on our rental equipment to integrate into their business when increasing their fleet capacity for a project or when customer-owned equipment is being serviced.
Added
Within our territories, we are primarily the exclusive distributor of new equipment and replacement parts on behalf of our Original Equipment Manufacturer (“OEM”) partners.
Removed
Our rental business also supports our rent-to-sell strategy, in which we sell equipment from our rental fleet to customers who prefer to purchase lightly used equipment. As with new and used equipment sales, the rent-to-sell approach to the market generates parts and service revenues as equipment is sold into our territories.
Added
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.
Removed
With our over 85 dealership locations, we believe our scale will help us be the leading provider of material handling, construction, and environmental processing equipment and aftermarket parts and service support in each of our territories. Leading Dealer for Equipment Manufacturers.
Added
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).
Removed
Talent Development and Employee Training Our goal is to attract, develop, and retain a talented and high-performing workforce. We are committed to our employees and their development, and we strive to create opportunities for the continual professional development of our employee base. These opportunities include continuing education and specialty training.
Added
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.
Added
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.
Added
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.
Added
Compensation and Benefits We are committed to providing competitive compensation and benefits programs for our employees as we believe they are core to an engaged and productive employee base. We believe our compensation programs align both individual and team contributions to promote our culture and drive our performance.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

45 edited+17 added−12 removed96 unchanged
Biggest changeIn addition, our existing credit arrangements include events of default which could result in acceleration of such indebtedness upon the occurrence of certain events, including failure to meet certain financial covenants. 16 We may not be able to pay dividends on the Series A Preferred Stock if we have insufficient cash or available ‘surplus’ as defined under Delaware law to make such dividend payments.
Biggest changeAs a result, we may not have sufficient funds remaining to satisfy our dividend obligations relating to our Series A Preferred Stock if we incur additional indebtedness. In addition, our existing credit arrangements include events of default which could result in acceleration of such indebtedness upon the occurrence of certain events, including failure to meet certain financial covenants.
Among other things, these integration risks could include: • the loss of key employees; • disruption of operations and business; • retention or transition of existing customers and vendors; • integration of corporate cultures and maintenance of employee morale; • inability to maintain and increase competitive presence; • customers and revenue losses; • the inability to properly implement the Company's standards, control procedures, and policies; • problems with the assimilation of new operations, sites or personnel, which could divert resources from the Company’s regular operations; • impairment of goodwill or other acquisition-related intangible assets; • integration of financial reporting, treasury, and regulatory reporting functions; and/or • potential unknown liabilities.
Among other things, these integration risks could include: • the loss of key employees; • disruption of operations and business; • retention or transition of existing customers and vendors; • integration of corporate cultures and maintenance of employee morale; • inability to maintain or increase competitive presence; • customers and revenue losses; • the inability to properly implement the Company's standards, control procedures, and policies; • problems with the assimilation of new operations, sites or personnel, which could divert resources from the Company’s regular operations; • impairment of goodwill or other acquisition-related intangible assets; • integration of financial reporting, treasury, and regulatory reporting functions; and/or • potential unknown liabilities.
The Company’s indebtedness may result in important consequences, such as: • increasing the Company’s vulnerability to general adverse economic, industry, and competitive conditions; • requiring the Company to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions, and other general corporate initiatives; • limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry in which we operate; • making it more difficult to refinance or pay our debts as they become due during adverse economic, financial market, or industry conditions; • placing the Company at a competitive disadvantage compared to our competitors that have less debt; • resulting in a downgrade in our credit rating, which could increase the cost of further borrowings; • requiring our debt to become due and payable upon a change in control; and • limiting the Company’s ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.
The Company’s indebtedness may result in important consequences, such as: • increasing the Company’s vulnerability to general adverse economic, industry, and competitive conditions; 14 • requiring the Company to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions, and other general corporate initiatives; • limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry in which we operate; • making it more difficult to refinance or pay our debts as they become due during adverse economic, financial market, or industry conditions; • placing the Company at a competitive disadvantage compared to our competitors that have less debt; • resulting in a downgrade in our credit rating, which could increase the cost of further borrowings; • requiring our debt to become due and payable upon a change in control; and • limiting the Company’s ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.
It is possible that changes in environmental and worker health and safety laws or liabilities from newly discovered non-compliance or contamination could have an adverse effect on our business, financial condition and results of operations. Item 1B. Unresolve d Staff Comments. None.
It is possible that changes in environmental and worker health and safety laws or liabilities from newly discovered non-compliance or contamination could have an adverse effect on our business, financial condition and results of operations. 18 Item 1B. Unresolve d Staff Comments. None.
The Company cannot assure you we will be able to identify attractive acquisition candidates or complete the acquisition of any identified candidates at favorable prices or upon advantageous terms and conditions. The Company may not have sufficient management, financial, and other resources to integrate and consolidate any future acquisitions.
The Company cannot assure you we will be able to identify attractive acquisition candidates or complete the acquisition of any identified candidates at favorable prices or upon advantageous terms and conditions. 13 The Company may not have sufficient management, financial, and other resources to integrate and consolidate any future acquisitions.
These events could negatively impact the Company’s business, financial condition, results of operations and cash flows. Risk Related to Our Series A Preferred Stock and Depositary Shares The Series A Preferred Stock and the depositary shares rank junior to all our indebtedness and other liabilities and are effectively junior to all indebtedness and other liabilities of our subsidiaries.
These events could negatively impact the Company’s business, financial condition, results of operations, and cash flows. 16 Risk Related to Our Series A Preferred Stock and Depositary Shares The Series A Preferred Stock and the depositary shares rank junior to all our indebtedness and other liabilities and are effectively junior to all indebtedness and other liabilities of our subsidiaries.
A significant or protracted disruption of fuel supplies could have an adverse effect on the Company’s financial condition and results of operations. 11 The Company is dependent on key personnel. A loss of key personnel could have an adverse effect on the Company’s business which could result in a decline in the Company’s revenues and profitability.
A significant or protracted disruption of fuel supplies could have an adverse effect on the Company’s financial condition and results of operations. The Company is dependent on key personnel. A loss of key personnel could have an adverse effect on the Company’s business which could result in a decline in the Company’s revenues and profitability.
For a discussion of our goodwill and long-lived assets impairment testing, see “Evaluation of Goodwill Impairment” and "Evaluation of Long-lived Asset Impairment (excluding goodwill)" in Note 2, Summary of Significant Accounting Policies. Financial Risks and Risks Related to our Indebtedness and Liquidity The Company’s substantial indebtedness could adversely affect the Company’s financial condition.
For a discussion of our goodwill and long-lived assets impairment testing, see “Evaluation of Goodwill Impairment” and “Evaluation of Long-lived Asset Impairment (excluding goodwill)” in Note 2, Summary of Significant Accounting Policies. Financial Risks and Risks Related to our Indebtedness and Liquidity The Company’s substantial indebtedness could adversely affect the Company’s financial condition.
The Company’s business has in the past and may in the future be negatively impacted, either temporarily or long-term, by: • a reduction in spending levels by our customers; • the lack of availability of credit for our customers; • adverse changes in federal, state, and local government infrastructure spending and taxation; • excess supply in the equipment markets we participate in; • our inability to pass along operating cost increases related to inflation or otherwise to customers; • an increase in costs generally, including the cost of inputs for our OEMs or customers' operations, as a result of tariffs, inflation or other factors; • adverse weather conditions or natural disasters which may affect a particular region; • a pandemic or similar national or global health crisis; • a labor work stoppage or shortage of skilled technicians; • labor market conditions in the U.S. or Canada that would impair the Company’s, our OEM’s, or our customers’ ability to hire and/or retain appropriately skilled employees to support ongoing operations; • a prolonged shutdown of the U.S., state or local government; • an increase in interest rates; • adverse foreign currency fluctuations; • terrorism, war or hostilities involving the U.S. or Canada; • our failure to execute on strategic plans generally, including those associated with commercial electric vehicle business model; • disruptions to global supply chains, specifically our major OEM partner supply chains; or • other unforeseen or catastrophic events. 8 The Company’s inability to forecast trends accurately may adversely impact the Company’s business and financial condition.
The Company’s business has in the past and may in the future be negatively impacted, either temporarily or long-term, by: • a reduction in spending levels by our customers; • the lack of availability of credit for our customers; • adverse changes in federal, state, and local government infrastructure spending and taxation; • excess supply in the equipment markets we participate in; • our inability to pass along operating cost increases related to inflation or otherwise to customers; • an increase in costs generally, including the cost of inputs for our OEM's or customers' operations, as a result of tariffs, inflation or other factors; • adverse weather conditions or natural disasters which may affect a particular region; • a pandemic or similar national or global health crisis; • a labor work stoppage or shortage of skilled technicians; • labor market conditions in the U.S. or Canada that would impair the Company’s, our OEM’s, or our customers’ ability to hire and/or retain appropriately skilled employees to support ongoing operations; • a prolonged shutdown of the U.S., state, or local government; • an increase in interest rates; • adverse foreign currency fluctuations; • terrorism, war or hostilities involving the U.S. or Canada; • our failure to execute on strategic plans generally; • disruptions to global supply chains, specifically our major OEM partner supply chains; or • other unforeseen or catastrophic events. 8 The Company’s inability to forecast trends accurately may adversely impact the Company’s business and financial condition.
Accrued health insurance for both known claims and an estimated amount of claims incurred but not reported was $5.1 million and $3.1 million, as of December 31, 2024 and 2023, respectively. Also, if there are significant increases in healthcare costs, the premiums paid by the Company could adversely affect the Company's financial condition and results of operations.
Accrued health insurance for both known claims and an estimated amount of claims incurred but not reported was $4.4 million and $5.1 million, as of December 31, 2025 and 2024, respectively. Also, if there are significant increases in healthcare costs, the premiums paid by the Company could adversely affect the Company's financial condition and results of operations.
Labor disputes could disrupt the Company’s ability to serve our customers and/or lead to higher labor costs. The Company has approximately 700 employees who are covered by a collective bargaining agreement and approximately 2,200 employees who are not represented by unions or covered by collective bargaining agreements.
Labor disputes could disrupt the Company’s ability to serve our customers and/or lead to higher labor costs. The Company has approximately 650 employees who are covered by a collective bargaining agreement and approximately 2,100 employees who are not represented by unions or covered by collective bargaining agreements.
The Company could be adversely affected by limitations on fuel supplies or significant increases in fuel prices that result in higher costs related to deploying the Company’s field service fleet and for transporting equipment from one location to another.
Fluctuations in fuel costs or reduced supplies of fuel could harm the Company’s business. The Company could be adversely affected by limitations on fuel supplies or significant increases in fuel prices that result in higher costs related to deploying the Company’s field service fleet and for transporting equipment from one location to another.
Many of the markets in which the Company operates are served by a large number of competitors, ranging from national and multi-regional equipment dealerships and rental companies to small, independent businesses with a limited number of locations.
The equipment dealership and rental industries are highly competitive and fragmented. Many of the markets in which the Company operates are served by a large number of competitors, ranging from national and multi-regional equipment dealerships and rental companies to small, independent businesses with a limited number of locations.
The agreements governing the credit facilities contain certain covenants that, among other things, may restrict or limit the Company and its subsidiaries’ ability to: • incur more debt; • pay dividends (including dividends on preferred and common stock) and make distributions; • make acquisitions or investments; • repurchase stock; • create liens; • enter into transactions with affiliates; • enter into sale and lease-back transactions; • merge or consolidate; and • transfer and sell assets.
The agreements governing the credit facilities contain certain covenants that, among other things, may restrict or limit the Company and its subsidiaries’ ability to: • incur more debt; • pay dividends (including dividends on preferred and common stock) and make distributions; • make acquisitions or investments; • repurchase stock; • create liens; • enter into transactions with affiliates; • enter into sale and lease-back transactions; • merge or consolidate; and • transfer and sell assets. 15 Events beyond the Company’s control may also affect our ability to comply with other provisions governing the Company’s credit facilities.
Additionally, to the extent our OEMs replacement parts are not cost competitive versus the competition this could impact the total cost of ownership of a piece of equipment from a customer perspective and ultimately lead to lost sales for the Company. 9 The Company purchases a significant amount of our equipment from a limited number of manufacturers.
Additionally, to the extent our OEMs replacement parts are not cost competitive versus the competition this could impact the total cost of ownership of a piece of equipment from a customer perspective and ultimately lead to lost sales for the Company.
If we determine our goodwill or other intangible assets have become impaired, we may incur impairment charges which would negatively impact our operating results. At December 31, 2024, we had $77.5 million of goodwill and $54.7 million of other intangible assets on our Consolidated Balance Sheet.
If we determine our goodwill or other intangible assets have become impaired, we may incur impairment charges which would negatively impact our operating results. At December 31, 2025, we had $77.8 million of goodwill and $48.0 million of other intangible assets on our Consolidated Balance Sheet.
Any failure to effectively prevent, detect, and/or recover from any breach, disclosure or other loss of information, or to comply with any such current or future law related thereto, could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations, and damage the Company’s reputation, which could adversely affect the Company’s business, stock price and reputation.
In addition, the Company may need to invest additional resources to protect the security of the Company’s systems or to comply with evolving privacy, data security, cybersecurity, and data protection laws applicable to the Company’s business. 11 Any failure to effectively prevent, detect, and/or recover from any breach, disclosure or other loss of information, or to comply with any such current or future law related thereto, could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations, and damage the Company’s reputation, which could adversely affect the Company’s business, stock price and reputation.
Any significant diversion of management’s attention or any major difficulties encountered in the locations the Company opens in the future could have an adverse effect on the Company’s business, financial condition and results of operations, which could decrease the Company’s profitability and make it more difficult for the Company to grow. 13 The Company may not be able to successfully or profitably launch our commercial electric vehicle and hydrogen related businesses.
Any significant diversion of management’s attention or any major difficulties encountered in the locations the Company opens in the future could have an adverse effect on the Company’s business, financial condition and results of operations, which could decrease the Company’s profitability and make it more difficult for the Company to grow.
The Company’s liquidity position, financial condition, cash flows and results from operations could be adversely affected in the event any of our OEM captive finance company agreements were terminated and/or amended to the detriment of the Company.
This OEM captive floor plan financing provides for a large portion of the Company’s ongoing working capital requirements. The Company’s liquidity position, financial condition, cash flows and results from operations could be adversely affected in the event any of our OEM captive finance company agreements were terminated and/or amended to the detriment of the Company.
Future acquisitions may result in significant transaction expenses, and the Company may experience integration and consolidation risks. An important element of the Company’s growth strategy is to selectively pursue, on an opportunistic basis, acquisitions of additional businesses, in particular companies that complement the Company’s existing business and footprint.
An important element of the Company’s growth strategy is to selectively pursue, on an opportunistic basis, acquisitions of additional businesses, in particular companies that complement the Company’s existing business and footprint.
Alternatively, this forecasting difficulty could cause a shortage of equipment for sale or rental that could result in an inability to satisfy demand for the Company’s products and a loss of market share.
Alternatively, this forecasting difficulty could cause a shortage of equipment for sale or rental that could result in an inability to satisfy demand for the Company’s products and a loss of market share. Changes in global economic and financial markets may have a negative effect on our business.
To the extent we are unable to renew, or renew on favorable terms, any of our OEM captive floor plan finance agreements our liquidity position, financial condition, cash flows and results from operations could be adversely impacted. 15 The Company’s business could be adversely affected if we are unable to obtain additional capital as required and could result in a decrease in the Company’s revenues and profitability.
To the extent we are unable to renew, or renew on favorable terms, any of our OEM captive floor plan finance agreements our liquidity position, financial condition, cash flows and results from operations could be adversely impacted.
If the Company is required to pay significantly higher premiums for insurance, is not able to maintain insurance coverage at affordable rates or if we must pay amounts in excess of claims covered by the Company’s insurance, the Company could experience higher costs that could adversely affect the Company’s financial condition and results of operations. 17 The Company has operations throughout the U.S. and Canada and purchases capital goods from Europe which exposes us to multiple international, federal, state and local regulations.
If the Company is required to pay significantly higher premiums for insurance, is not able to maintain insurance coverage at affordable rates or if we must pay amounts in excess of claims covered by the Company’s insurance, the Company could experience higher costs that could adversely affect the Company’s financial condition and results of operations.
The cost of new equipment the Company sells or purchases for use in our rental fleet may increase and the Company may not be able to pass these increases along to customers or otherwise offset these cost increases in our operation.
Any such actions could have an adverse effect on the Company’s business, financial condition and results of operations. 10 The cost of new equipment the Company sells or purchases for use in our rental fleet may increase and the Company may not be able to pass these increases along to customers or otherwise offset these cost increases in our operation.
In addition, the Company incurs various costs when integrating newly acquired businesses or opening new start-up locations, and the profitability of a new location is generally expected to be lower in the initial months or years of operation.
In addition, the Company incurs various costs when integrating newly acquired businesses or opening new start-up locations, and the profitability of a new location is generally expected to be lower in the initial months or years of operation. 9 The Company is subject to competition, which may have an adverse effect on the Company’s business by reducing the Company’s ability to increase or maintain revenues or profitability.
The Company’s business may not generate sufficient cash flow from operations in the future, which could result in the Company being unable to repay indebtedness or to fund other liquidity needs. 14 The Company may not be able to generate sufficient cash flow to service all of the Company’s indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
The Company’s business may not generate sufficient cash flow from operations in the future, which could result in the Company being unable to repay indebtedness or to fund other liquidity needs.
The Company’s business exposes us to claims for personal injury, death or property damage resulting from the use of the equipment we rent or sell and from injuries caused in motor vehicle accidents in which the Company’s delivery and service personnel are involved and claims related to other employee related matters.
Unfavorable outcomes from these claims and/or lawsuits could adversely affect the Company’s business, results of operations and financial condition, and the Company could incur substantial monetary liability and/or be required to change our business practices. 17 The Company’s business exposes us to claims for personal injury, death or property damage resulting from the use of the equipment we rent or sell and from injuries caused in motor vehicle accidents in which the Company’s delivery and service personnel are involved and claims related to other employee related matters.
A refinancing of the Company’s indebtedness could also require us to comply with more onerous covenants and further restrict the Company’s business operations.
In addition, prevailing interest rates or other factors at the time of refinancing could increase the Company’s interest expense. A refinancing of the Company’s indebtedness could also require us to comply with more onerous covenants and further restrict the Company’s business operations.
The Company also has seven locations throughout Canada and acquires inventory from Europe which exposes us to foreign regulations and taxation as well. These laws and requirements address multiple aspects of the Company’s operations, such as worker safety, consumer rights, privacy, employee benefits, taxation, securities law compliance and more, and can often have different requirements in different jurisdictions.
These laws and requirements address multiple aspects of the Company’s operations, such as worker safety, consumer rights, privacy, employee benefits, taxation, securities law compliance and more, and can often have different requirements in different jurisdictions.
The Company’s future operating results could be adversely affected because the Company’s maintenance and repair costs on our rental fleet may be higher than anticipated.
Determining the optimal age for the Company’s rental fleet equipment is based on subjective estimates made by the Company’s management team. The Company’s future operating results could be adversely affected because the Company’s maintenance and repair costs on our rental fleet may be higher than anticipated.
During the year ended December 31, 2024, approximately 58% of the Company’s equipment and aftermarket parts sales were purchased from five major manufacturers (Volvo, Hyster-Yale, Kubota, CNH, and JCB).
The Company purchases most of our sales and rental equipment, and aftermarket parts from leading, internationally known OEMs. During the year ended December 31, 2025, approximately 49% of the Company’s equipment and aftermarket parts sales were purchased from five major manufacturers (Volvo, Hyster-Yale, Kubota, CNH, and Takeuchi).
Changes in applicable law, regulations or requirements, or the Company’s material failure to comply with any of them, can increase the Company’s costs and have other negative impacts on the Company’s business. The Company’s 80 branch locations in the U.S. are located in 15 different states, which exposes us to different federal, state, and local regulations and taxation.
The Company has operations throughout the U.S. and Canada and purchases capital goods from Europe which exposes us to multiple international, federal, state, and local regulations. Changes in applicable law, regulations or requirements, or the Company’s material failure to comply with any of them, can increase the Company’s costs and have other negative impacts on the Company’s business.
Events beyond the Company’s control may also affect our ability to comply with other provisions governing the Company’s credit facilities. The Company’s failure to comply with obligations under the agreements may result in an event of default. A default, if not cured or waived, may permit acceleration of this indebtedness and the Company’s other indebtedness.
The Company’s failure to comply with obligations under the agreements may result in an event of default. A default, if not cured or waived, may permit acceleration of this indebtedness and the Company’s other indebtedness. The Company may not be able to remedy these defaults.
Additionally, the Company’s collateral base for borrowings, and thus available liquidity, is linked to the market value, obtained via third-party appraisals, of its rental fleet and used equipment.
Additionally, the Company’s collateral base for borrowings, and thus available liquidity, is linked to the market value, obtained via third-party appraisals, of its rental fleet and used equipment. Any significant decline in the selling prices for used equipment could have an adverse effect on the Company’s business, available liquidity, financial condition and results of operations.
If the Company is unable to recruit and keep talent in all of the Company’s senior management positions, or if the Company loses the services of any key member of the Company’s senior management team and is unable to find a suitable replacement in a timely manner, the Company may be challenged to effectively manage our business and execute our strategy.
If the Company is unable to recruit and keep talent in all of the Company’s senior management positions, or if the Company loses the services of any key member of the Company’s senior management team and is unable to find a suitable replacement in a timely manner, the Company may be challenged to effectively manage our business and execute our strategy. 12 If the Company fails to maintain an effective system of internal controls, the Company may not be able to accurately report financial results or prevent fraud and losses of investor confidence and an adverse impact on our stock price could result.
The Company may not be able to remedy these defaults. If the Company’s indebtedness is accelerated, we may not have sufficient funds available to pay the accelerated indebtedness and may not have the ability to refinance the accelerated indebtedness on terms favorable to the Company or at all.
If the Company’s indebtedness is accelerated, we may not have sufficient funds available to pay the accelerated indebtedness and may not have the ability to refinance the accelerated indebtedness on terms favorable to the Company or at all. The Company relies on OEM captive finance companies to provide floor plan financing primarily for new equipment.
Additionally, most of our distribution agreements grant our suppliers the right to unilaterally terminate distribution agreements with the Company at any time without cause. Any such actions could have an adverse effect on the Company’s business, financial condition and results of operations.
Additionally, many of our distribution agreements grant our suppliers the right to unilaterally terminate distribution agreements with the Company at any time without cause.
In addition, the Company’s inability to refinance our indebtedness on favorable terms, or at all, could adversely affect the Company’s liquidity and our ongoing results of operations. The cash the Company generates from our business, together with cash we may borrow, if credit is available, may not be sufficient to fund the Company’s operations or capital requirements.
The Company’s business could be adversely affected if we are unable to obtain additional capital as required and could result in a decrease in the Company’s revenues and profitability. In addition, the Company’s inability to refinance our indebtedness on favorable terms, or at all, could adversely affect the Company’s liquidity and our ongoing results of operations.
Moreover, the Company may not be able to obtain additional capital on acceptable terms, if at all. If we are unable to obtain sufficient additional financing in the future, the Company’s business could be adversely affected. In addition, prevailing interest rates or other factors at the time of refinancing could increase the Company’s interest expense.
Any additional indebtedness the Company incurs will make us more vulnerable to business downturns and limit the Company’s ability to withstand competitive pressures. Moreover, the Company may not be able to obtain additional capital on acceptable terms, if at all. If we are unable to obtain sufficient additional financing in the future, the Company’s business could be adversely affected.
Any significant decline in the selling prices for used equipment could have an adverse effect on the Company’s business, available liquidity, financial condition and results of operations. 10 The Company incurs maintenance and repair costs associated with our rental fleet equipment that could have an adverse effect on our business in the event these costs are greater than anticipated.
The Company incurs maintenance and repair costs associated with our rental fleet equipment that could have an adverse effect on our business in the event these costs are greater than anticipated. As the Company’s fleet of rental equipment ages, the cost of maintaining such equipment generally increases if not replaced within a certain period of time.
Health benefit plan expenses, including benefits paid and insurance premiums, totaled approximately $30.9 million, $29.9 million, and $25.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Health benefit plan expenses, including benefits paid and insurance premiums, totaled approximately $26.1 million, $30.9 million, and $29.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. If we are unable to control these benefits and costs, we may experience increased operating costs, which may adversely affect our financial condition and results of operations.
The Company may require additional financing to obtain capital for, among other purposes, purchasing equipment, completing acquisitions, establishing new locations and to repay or refinance existing indebtedness. Any additional indebtedness the Company incurs will make us more vulnerable to business downturns and limit the Company’s ability to withstand competitive pressures.
The cash the Company generates from our business, together with cash we may borrow, if credit is available, may not be sufficient to fund the Company’s operations or capital requirements. The Company may require additional financing to obtain capital for, among other purposes, purchasing equipment, completing acquisitions, establishing new locations and to repay or refinance existing indebtedness.
If we are unable to control these benefits and costs, we may experience increased operating costs, which may adversely affect our financial condition and results of operations. 12 Risks Related to the Company’s Growth, Acquisitions and Integration The Company may not be able to identify or complete transactions with attractive acquisition candidates.
Risks Related to the Company’s Growth, Acquisitions and Integration The Company may not be able to identify or complete transactions with attractive acquisition candidates. Future acquisitions may result in significant transaction expenses, and the Company may experience integration and consolidation risks.
Termination of one or more of the Company’s relationships with any of those manufacturers could have an adverse effect on the Company’s business. The Company purchases most of our sales and rental equipment, and aftermarket parts from leading, internationally known OEMs.
Future supply chain disruptions could also make it difficult to source and distribute our products which could negatively impact our business operations. The Company purchases a significant amount of our equipment from a limited number of manufacturers. Termination of one or more of the Company’s relationships with any of those manufacturers could have an adverse effect on the Company’s business.
We cannot be assured that we will successfully implement our new ERP system or that we will avoid these and other negative impacts from our implementation efforts. Fluctuations in fuel costs or reduced supplies of fuel could harm the Company’s business.
We cannot be assured that we will successfully implement our new ERP system or that we will avoid these and other negative impacts from our implementation efforts. Artificial Intelligence ("AI") presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data.
Removed
The Company is subject to competition, which may have an adverse effect on the Company’s business by reducing the Company’s ability to increase or maintain revenues or profitability. The equipment dealership and rental industries are highly competitive and fragmented.
Added
We and our customers are subject to global political, economic, and cost conditions, including inflationary and other pressures. Any changes in U.S. or international trade policies, including tariffs, export controls, quotas, embargoes, or sanctions, or uncertainty with respect to the future of U.S. trade policies, could materially impact our business.
Removed
As the Company’s fleet of rental equipment ages, the cost of maintaining such equipment generally increases, if not replaced within a certain period of time. Determining the optimal age for the Company’s rental fleet equipment is based on subjective estimates made by the Company’s management team.
Added
For instance, the U.S. had announced “reciprocal” tariffs on imports from several countries and, as a result, our operating environment has suffered from higher material costs and delayed purchasing decisions across several end-market channels.
Removed
In addition, the Company may need to invest additional resources to protect the security of the Company’s systems or to comply with evolving privacy, data security, cybersecurity, and data protection laws applicable to the Company’s business.
Added
While these tariffs are subject to change, they, and other potential export control regimes, also require additional compliance resources, to comply with federal laws and regulations regarding the importation of products, import taxes or costs, anti-dumping duties, countervailing duties, or similar duties, and could have a materially adverse effect on our operations.
Removed
If the Company fails to maintain an effective system of internal controls, the Company may not be able to accurately report financial results or prevent fraud and losses of investor confidence and an adverse impact on our stock price could result.
Added
In recent years, our industry has been impacted by supply chain disruptions, specifically our major OEM partner supply chains, which have impacted and could continue to impact our operations.
Removed
With our existing expertise in electro-mobility, we have elected to pursue the strategic opportunity to leverage our knowledge to meet the growing demand for zero-emission commercial vehicles and deliver service to commercial vehicle fleet customers within our existing territories. This strategic opportunity requires us to devote certain resources to it, including the time and attention of management.
Added
Unexpected increases in demand, decreases in production, increases in the cost of raw materials or transportation, or trade wars have in the past impacted pricing for our equipment and parts and could in the future impact our business. These and other potential supply chain disruptions may result in a reduction in industry-wide bookings for equipment.
Removed
Failure to execute on this plan or a failure of the Company, or our partners, in its choice of strategy to pursue zero-emission commercial vehicles or to successfully capitalize on its strategy could cause a diversion of management’s attention and have an adverse effect on the Company’s business, financial condition and results of operations, which could decrease the Company’s profitability and make it more difficult for the Company to grow.
Added
Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, AI presents risks and challenges that could impact our business.
Removed
In an effort related to accelerating the adoption of zero-emissions commercial electric vehicles and lift trucks, the Company is also in the process of investing in a hydrogen gas production plant, as compressed hydrogen gas powers hydrogen fuel cells for several of our current lift truck customers.
Added
We have begun to adopt and integrate generative AI tools into our systems for specific use cases and expect to continue to do so in the future.
Removed
We believe, like several other market participants, that hydrogen gas will also power fuel cell electric vehicles in the future.
Added
Our vendors may have also begun to incorporate generative AI tools into their offerings without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors' ability to maintain an adequate level of service and experience.
Removed
To the extent we are unable to execute on our plan to produce and sell hydrogen gas to our customers, or the adoption of hydrogen consuming vehicles and lift trucks in the marketplace does not develop, it could have an adverse effect on the Company’s profitability and make it more difficult for the Company to grow.
Added
If we, our vendors, or our third-party partners experience an actual or perceived breach of privacy or security incident because of the use of generative AI, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed.
Removed
The Company relies on OEM captive finance companies to provide floor plan financing primarily for new equipment. This OEM captive floor plan financing provides for a large portion of the Company’s ongoing working capital requirements.
Added
Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
Removed
As a result, we may not have sufficient funds remaining to satisfy our dividend obligations relating to our Series A Preferred Stock if we incur additional indebtedness.
Added
We have begun to incorporate AI technologies into our products, services and processes. These technologies may present business, compliance and reputational risks.
Removed
Unfavorable outcomes from these claims and/or lawsuits could adversely affect the Company’s business, results of operations and financial condition, and the Company could incur substantial monetary liability and/or be required to change our business practices.
Added
The introduction of AI and machine-learning technologies, particularly generative AI, into internal processes, third-party services and/or new and existing offerings may result in new or expanded risks and liabilities, including those related to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.
Added
In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities. The use of AI in third-party services and the development of our products and services could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.
Added
The use of AI can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.
Added
The Company may not be able to generate sufficient cash flow to service all of the Company’s indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Added
We may not be able to pay dividends on the Series A Preferred Stock if we have insufficient cash or available ‘surplus’ as defined under Delaware law to make such dividend payments.
Added
The Company’s 77 branch locations in the U.S. are located in 15 different states, which exposes us to different federal, state, and local regulations and taxation. The Company also has eight locations throughout Canada and acquires inventory from Europe which exposes us to foreign regulations and taxation as well.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+5 added−1 removed2 unchanged
Biggest changeOur strategy includes the deployment of advanced security products and penetration testing to identify and mitigate vulnerabilities by continuous vulnerability scanning and monitoring by both internal and external teams. This approach is bolstered by backup and recovery protocols, including data resilience, email security measures and endpoint detection and response systems to thwart malicious activities.
Biggest changeThis approach is bolstered by backup and recovery protocols, including data resilience, email security measures, and endpoint detection and response systems to thwart malicious activities. Additionally, our commitment to security is evident in our security awareness training for all employees, dark web monitoring, and threat monitoring.
Central to our governance approach is the involvement of our Audit Committee, which maintains oversight over the Company's cybersecurity strategy . 18 Key to the Audit Committee's role is its periodic engagement with our cybersecurity team, as further described below, which provides direct communication and alignment on cybersecurity matters between members of our board and management.
Central to our governance approach is the involvement of our Audit Committee, which maintains oversight over the Company's cybersecurity strategy . Key to the Audit Committee's role is its periodic engagement with our cybersecurity team, as further described below, which provides direct communication and alignment on cybersecurity matters between members of our board and management.
This structured approach to governance and oversight, with an emphasis on receiving feedback allows us to align across the Alta organization. By prioritizing the identification and management of cybersecurity risks, we aim to safeguard our assets and maintain the continuity of our business operations in the face of evolving cyber threats.
This structured approach to governance and risk oversight, with an emphasis on receiving feedback allows us to align across the Alta organization. By prioritizing the identification and management of cybersecurity risks, we aim to safeguard our assets and maintain the continuity of our business operations in the face of evolving cyber threats.
During these critical meetings, several pivotal areas are reviewed to assess the adequacy and effectiveness of our cybersecurity measures: • Incident Response: Evaluation of our readiness and response strategies to potential cybersecurity incidents. • Cybersecurity Industry Updates: Review of recent industry developments (i.e., new threats/tactics, industry news) to focus on compliance and adaptation of our strategies accordingly. • Acquisition Security Integration: Discussion on the security aspects of recent or upcoming acquisitions, focusing on the integration of their cybersecurity frameworks into our broader security posture. • Employee Security Awareness and Training: Information regarding our regular testing and training of employees is presented and discussed. • Penetration Test Results: Analysis of our regular penetration testing exercises, which help identify vulnerabilities and strengthen our defenses. • Questions and Answers: An open forum for the Audit Committee to seek clarifications and provide guidance on cybersecurity matters, fostering a culture of transparency and continuous improvement.
During these meetings, several areas are reviewed to assess the adequacy and effectiveness of our cybersecurity measures, including: • Incident Response: Evaluation of our readiness and response strategies to potential cybersecurity incidents. • Cybersecurity Industry Updates: Review of recent industry developments (i.e., new threats/tactics, industry news) to focus on compliance and adaptation of our strategies accordingly. • Acquisition Security Integration: Discussion on the security aspects of recent or upcoming acquisitions, focusing on the integration of their cybersecurity frameworks into our broader security posture. • Employee Security Awareness and Training: Information regarding our regular testing and training of employees is presented and discussed. • Penetration Test Results: Analysis of our regular penetration testing exercises, which help identify vulnerabilities and strengthen our defenses. • Questions and Answers: An open forum for the Audit Committee to seek clarifications and provide guidance on cybersecurity matters, fostering a culture of transparency and continuous improvement.
Management Our Senior Director of IT and Director of Security and Compliance have primary responsibility for assessing and managing cybersecurity risks. An internal team of cybersecurity professionals execute our cybersecurity program while our VP of Information Services provides executive oversight. Combined, our experts bring multiple decades of cybersecurity experience and have earned cybersecurity-related certifications.
Management Our Senior Director of IT and Director of Security and Compliance have primary responsibility for assessing and managing cybersecurity risks. An internal team of cybersecurity professionals execute our cybersecurity program while our Chief Information Officer provides executive oversight. Combined, our experts bring multiple decades of cybersecurity experience and have earned cybersecurity-related certifications.
Our internal team is bolstered by strategic third-party security partners leveraged to provide 24x7 monitoring and response. Third parties routinely assess our security practices providing tactical assistance or strategic guidance through audits and penetration tests. All members of the team routinely discuss emerging security threats and ways to mitigate risk. Strategy We utilize an in-depth layered approach to security.
Our internal team is bolstered by strategic third-party security partners leveraged to provide monitoring and response support. Third parties routinely assess our security practices providing tactical assistance or strategic guidance through audits and penetration tests. All members of the team routinely discuss emerging security threats and ways to mitigate risk.
Additionally, our commitment to security is evident in our security awareness training for all employees, dark web monitoring, and 24x7 threat monitoring. Our incident response plan is designed to address security incidents effectively, supported by stringent information security policies and the implementation of a security information and event manager system for real-time analysis and reporting of security events and incidents.
Our incident response plan is designed to address security incidents effectively, supported by information security policies and the implementation of a security information and event manager system for real-time analysis and reporting of security events and incidents. As part of our security commitment, we undergo penetration testing to assess whether our necessary security controls are maintained.
As part of our security commitment, we undergo penetration testing to assess whether our necessary security controls are maintained. The Company faces risks from cybersecurity threats that could potentially have an adverse effect on our business, financial condition, results of operations, cash flows and reputation.
The Company faces risks from cybersecurity threats that could potentially have an adverse effect on our business, financial condition, results of operations, cash flows and reputation. Although such risks have no t materially affected our business, to date, we have experienced various immaterial threats to our data and systems.
This allows us to respond and mitigate cybersecurity risks, underscoring our commitment to the confidentiality, integrity, and availability of our data and systems. The Company has processes to oversee and identify risks from cybersecurity threats associated with our use of third-party service providers.
The Company has processes to oversee and identify risks from cybersecurity threats associated with our use of third-party service providers. Our strategy includes the deployment of advanced security products and penetration testing to identify and mitigate vulnerabilities by continuous vulnerability scanning and monitoring by both internal and external teams.
Removed
Although such risks have no t materially affected our business, to date, we have experienced various immaterial threats to our data and systems.
Added
We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by our use of third-party vendors and service providers, including those that could adversely impact our business in the event of a cybersecurity incident affecting the systems of those vendors and service providers.
Added
The Company’s Senior Director of Information Technology has held IT leadership roles at Alta for approximately 15 years and is responsible for oversight of the Company’s enterprise IT environment, including systems, infrastructure, and technology governance.
Added
In this capacity, this role works closely with security and compliance leadership to integrate cybersecurity risk management into technology operations, major system initiatives, and change management processes. The Senior Director of Information Technology participates in governance forums and cross‑functional reviews related to cybersecurity, technology risk, and operational resilience and reports to the Company’s Chief Information Officer.
Added
T he Company’s Director of Security & Compliance has been with Alta for approximately 5 years and is responsible for overseeing the Company’s information security and compliance programs, including cybersecurity risk identification, assessment, and coordination of mitigation efforts. This role works closely with IT leadership, management, and internal stakeholders to support cybersecurity governance, regulatory compliance, and security awareness initiatives.
Added
The Director of Security & Compliance reports to the Senior Director of Information Technology. 19 Strategy We utilize an in-depth layered approach to security to help us respond and mitigate cybersecurity risks, underscoring our commitment to the confidentiality, integrity, and availability of our data and systems.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeUnited States Connecticut (MH 1, CE 1, OTH 1) Maine (MH 1, CE 1) Ohio (CE 2, MD 1) Florida (CE 10, OTH 1) Michigan (MH 10, CE 11, OTH 2) Pennsylvania (CE 4) Illinois (MH 4, CE 7, OTH 1) Nevada (MD 1) Rhode Island (MH 1) Indiana (MH 2, CE 1) New Hampshire (MH 1, CE 2) Vermont (MH 1) Massachusetts (MH 5, CE 1, OTH 1) New York (MH 9, CE 3, OTH 2) Virginia (MH 1) Canada Ontario (MH 3, CE 1, MD 1) Quebec (MH 1, CE 1)
Biggest changeUnited States Connecticut (MH 1, CE 1) Maine (MH 1, CE 1) Ohio (CE 2, MD 1) Florida (CE 10) Michigan (MH 11, CE 10) Pennsylvania (CE 4) Illinois (MH 4, CE 7) Nevada (MD 1) Rhode Island (MH 1) Indiana (MH 2, CE 1) New Hampshire (MH 1, CE 2) Vermont (MH 1) Massachusetts (MH 4, CE 1) New York (MH 7, CE 3) Virginia (MH 1) Canada Ontario (MH 3, CE 1) Quebec (MH 2, CE 1) Maritime (CE 1)
Item 2. Pr operties. As of December 31, 2024, we leased substantially all our facilities used in our operations. These leases are generally with terms ranging from month-to-month at some locations to an expiration date in 2039 and are typically structured to include renewal options at our election.
Item 2. Pr operties. As of December 31, 2025, we leased substantially all our facilities used in our operations. These leases are generally with terms ranging from month-to-month at some locations to an expiration date in 2039 and are typically structured to include renewal options at our election.
The number of locations in each state, territory, province or country is shown in the table below, as is the number of locations that are in our Material Handling (MH), Construction (CE), Master Distribution (MD), and Corporate and Other (OTH) segments. Some locations contain operations in multiple segments but are listed as separate locations below.
The number of locations in each state, territory, province or country is shown in the table below, as is the number of locations in our Material Handling (MH), Construction (CE), and Master Distribution (MD) segments. Some locations contain operations in multiple segments but are listed as separate locations below.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+3 added−1 removed6 unchanged
Biggest changeSecurities Repurchases On July 6, 2022 the Company's Board approved a share repurchase program authorizing Alta to repurchase shares of our common stock for an aggregate purchase price of not more than $12.5 million. On October 30, 2024, the Company's Board of Directors approved an increase to the share repurchase program authorization from $12.5 million to $20.0 million.
Biggest changeSecurities Repurchases On July 6, 2022, the Company's Board approved a share repurchase program, which was announced on July 12, 2022, authorizing Alta to repurchase shares of our common stock for an aggregate purchase price of not more than $12.5 million.
Subject to applicable rules and regulations, the Company may repurchase shares of our common stock from time to time in the open market or by negotiated transactions and in compliance with Rule 10b-18 of the Exchange Act.
In addition, subject to applicable rules and regulations, the Company may repurchase shares of our common stock from time to time in the open market or by negotiated transactions in compliance with Rule 10b-18 of the Exchange Act.
Dividends During the years ended December 31, 2024 and 2023, we paid quarterly cash dividends totaling $2,500 per share of our Series A Preferred Stock, or $2.50 per depositary share, which was $3.0 million each year.
Dividends During the years ended December 31, 2025 and 2024, we paid quarterly cash dividends totaling $2,500 per share of our Series A Preferred Stock, or $2.50 per depositary share, which was $3.0 million each year.
The peer group for 2024 consists of the following companies: MRC Global Inc.; Herc Holdings Inc.; BlueLinx Holdings Inc.; Trinity Industries, Inc; MarineMax, Inc.; DNOW Inc.; The Manitowoc Company, Inc.; Titan Machinery Inc.; Custom Truck One Source, Inc.; OneWater Marine Inc.; DXP Enterprises, Inc.; H&E Equipment Services, Inc.; Astec Industries, Inc.; Monro, Inc.; Global Industrial Company; America’s Car-Mart, Inc.; and McGrath RentCorp.
The peer group for 2025 consists of the following companies: Herc Holdings Inc.; BlueLinx Holdings Inc.; Trinity Industries, Inc; MarineMax, Inc.; DNOW Inc.; The Manitowoc Company, Inc.; Titan Machinery Inc.; Custom Truck One Source, Inc.; OneWater Marine Inc.; DXP Enterprises, Inc.; Astec Industries, Inc.; Monro, Inc.; Global Industrial Company; America’s Car-Mart, Inc.; and McGrath RentCorp.
During the years ended December 31, 2024 and 2023, we declared and paid quarterly cash dividends on common stock and dividend equivalents on stock-based compensation totaling $0.228 per share each year, which was $7.8 million and $7.6 million, respectively.
During the years ended December 31, 2025 and 2024, we declared and paid quarterly cash dividends on common stock and dividend equivalents on stock-based compensation totaling $0.114 and $0.228 per share, respectively, which was $3.8 million and $7.8 million, respectively.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings In connection with the purchases of Ecoverse and Ault Industries, LLC ("Ault"), we issued 339,847 shares and 163,880 shares, respectively, during the year ended December 31, 2024 that were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of Securities Act of 1933, as amended.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings In connection with the acquisition of Ault Industries, LLC (“Ault”), we issued 163,880 shares during the year ended December 31, 2025 that were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of Securities Act of 1933, as amended.
The peer groups used to calculate Peer Group CSR in prior years are disclosed in our 2024 and 2023 proxy statements. The performance graph comparison assumes $100 was invested in our common stock, Russell 2000 Index and our peer group on February 14, 2020 and all dividends have been reinvested.
The peer groups used to calculate Peer Group CSR in prior years are disclosed in our 2025 and 2024 proxy statements. The performance graph comparison assumes $100 was invested in our common stock, Russell 2000 Index and our peer group on January 1, 2021 and all dividends have been reinvested.
Performance Graph The following graph compares the cumulative stockholder return ("CSR") of the Company's common stock as of the last trading day of each fiscal year since our initial public offering with that of the Russell 2000 Index and an industry peer group selected by us.
Performance Graph The following graph compares the five-year cumulative stockholder return (“CSR”) of the Company's common stock as of the last trading day of each fiscal year with that of the Russell 2000 Index and an industry peer group selected by us.
The stock repurchase program does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase program at any time. 21 The table below sets forth information regarding repurchases by the Company of its common stock during the fourth quarter of 2024.
The stock repurchase program does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase program at any time. 21 The table below sets forth information regarding repurchases by the Company of its common stock during the three months ended December 31, 2025.
Holders As of March 3, 2025, there were 8 holders of record of our common stock and 1 holder of record of our preferred stock depositary shares.
Holders As of February 24, 2026, there were 9 holders of record of our common stock and 1 holder of record of our preferred stock depositary shares.
ISSUER PURCHASES OF EQUITY SECURITIES Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Approximate dollar value of shares that may yet be purchased under the program (in millions) (1) October 1, 2024 - October 31, 2024 — — — 18.0 November 1, 2024 - November 30, 2024 218,152 7.57 218,152 16.3 December 1, 2024 - December 31, 2024 276,034 7.75 276,034 14.2 Total 494,186 7.67 494,186 14.2 (1) Includes commission costs.
ISSUER PURCHASES OF EQUITY SECURITIES Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (1) October 1, 2025 - October 31, 2025 48,217 5.99 48,217 17.4 November 1, 2025 - November 30, 2025 123,091 5.82 123,091 16.7 December 1, 2025 - December 31, 2025 — — — 16.7 Total 171,308 5.87 171,308 16.7 (1) Includes commission costs.
Removed
Ticker 2/14/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Alta Equipment Group ALTG 100.00 95.18 141.04 128.19 122.17 66.49 Peer Group Various 100.00 113.71 161.79 149.21 163.80 155.78 Russell 2000 RUT 100.00 117.02 133.05 104.37 120.12 132.15 22 Item 6. [Reserved].
Added
On October 30, 2024, the Company's Board of Directors approved an increase to the share repurchase program authorization from $12.5 million to $20.0 million, which was announced on November 12, 2024. On May 1, 2025, the Company's Board approved an increase to the Company’s common stock repurchase program authorization from $20.0 million to $30.0 million, announced on May 7, 2025.
Added
The increase was allocated to a Rule 10b5-1 Plan whereby the Company directs a fiduciary to purchase the Company’s common stock at pre-determined price intervals.
Added
Ticker 1/1/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Alta Equipment Group ALTG 100.00 148.18 134.68 128.35 69.85 50.03 Peer Group Various 100.00 142.28 131.22 144.05 137.00 125.65 Russell 2000 RUT 100.00 113.69 89.18 102.64 112.93 125.68 22 Item 6. [Reserved].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

61 edited+63 added−67 removed43 unchanged
Biggest changeMaterial Handling Results Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Revenues: New and used equipment sales $ 365.2 $ 367.6 (2.4 ) (0.7 )% Parts sales 99.6 99.5 0.1 0.1 % Service revenues 135.9 132.8 3.1 2.3 % Rental revenues 76.2 76.4 (0.2 ) (0.3 )% Rental equipment sales 10.5 5.2 5.3 101.9 % Total revenues 687.4 681.5 5.9 0.9 % Cost of revenues: New and used equipment sales 300.2 294.3 5.9 2.0 % Parts sales 62.6 61.8 0.8 1.3 % Service revenues 56.2 57.3 (1.1 ) (1.9 )% Rental revenues 6.5 9.7 (3.2 ) (33.0 )% Rental depreciation 31.6 26.8 4.8 17.9 % Rental equipment sales 7.6 3.4 4.2 123.5 % Total cost of revenues 464.7 453.3 11.4 2.5 % Gross profit 222.7 228.2 (5.5 ) (2.4 )% Selling, general and administrative expenses 184.7 187.8 (3.1 ) (1.7 )% Non-rental depreciation and amortization 9.4 8.1 1.3 16.0 % Total operating expenses 194.1 195.9 (1.8 ) (0.9 )% Income from operations 28.6 32.3 (3.7 ) (11.5 )% Other (expense) income: Interest expense, floor plan payable – new equipment (3.6 ) (2.7 ) (0.9 ) 33.3 % Interest expense – other (20.6 ) (15.4 ) (5.2 ) 33.8 % Other income 0.6 0.5 0.1 20.0 % Total other expense, net (23.6 ) (17.6 ) (6.0 ) 34.1 % Income before taxes $ 5.0 $ 14.7 $ (9.7 ) (66.0 )% Segment adjusted EBITDA $ 70.1 $ 65.7 $ 4.4 6.7 % 29 Percent of Revenues Year Ended December 31, 2024 2023 Revenues: New and used equipment sales 53.1 % 53.9 % Parts sales 14.5 % 14.6 % Service revenues 19.8 % 19.5 % Rental revenues 11.1 % 11.2 % Rental equipment sales 1.5 % 0.8 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 43.7 % 43.2 % Parts sales 9.1 % 9.1 % Service revenues 8.2 % 8.4 % Rental revenues 0.9 % 1.4 % Rental depreciation 4.6 % 3.9 % Rental equipment sales 1.1 % 0.5 % Total cost of revenues 67.6 % 66.5 % Gross profit 32.4 % 33.5 % Non-GAAP Financial Measure: Organic Revenues Organic Revenues Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Total revenues $ 687.4 $ 681.5 $ 5.9 0.9 % Acquisitions revenues 1.8 — Organic revenues: New and used equipment sales 364.7 367.6 (2.9 ) (0.8 )% Parts sales 99.0 99.5 (0.5 ) (0.5 )% Service revenues 135.3 132.8 2.5 1.9 % Rental revenues 76.1 76.4 (0.3 ) (0.4 )% Rental equipment sales 10.5 5.2 5.3 101.9 % Total organic revenues $ 685.6 $ 681.5 $ 4.1 0.6 % Revenues: Material Handling segment revenues increased by $5.9 million to $687.4 million for the year ended December 31, 2024 as compared to the same period last year.
Biggest changeThe income tax benefit in 2024 was primarily due to pre-tax losses partially offset by the valuation allowance recorded against a portion of the DTA relating to the U.S. disallowed interest expense carryforwards created by the provisions of the Tax Cuts and Jobs Act of 2018 ("TCJA"). 29 Material Handling Results Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Revenues: New and used equipment sales $ 335.4 $ 365.2 $ (29.8 ) (8.2 )% Parts sales 95.1 99.6 (4.5 ) (4.5 )% Service revenues 133.9 135.9 (2.0 ) (1.5 )% Rental revenues 70.0 76.2 (6.2 ) (8.1 )% Rental equipment sales 19.9 10.5 9.4 89.5 % Total revenues 654.3 687.4 (33.1 ) (4.8 )% Cost of revenues: New and used equipment sales 274.6 300.2 (25.6 ) (8.5 )% Parts sales 58.8 62.6 (3.8 ) (6.1 )% Service revenues 54.8 56.2 (1.4 ) (2.5 )% Rental revenues 5.0 6.5 (1.5 ) (23.1 )% Rental depreciation 31.9 31.6 0.3 0.9 % Rental equipment sales 13.5 7.6 5.9 77.6 % Total cost of revenues 438.6 464.7 (26.1 ) (5.6 )% Gross profit 215.7 222.7 (7.0 ) (3.1 )% Selling, general and administrative expenses 181.6 184.7 (3.1 ) (1.7 )% Non-rental depreciation and amortization 8.6 9.4 (0.8 ) (8.5 )% Total operating expenses 190.2 194.1 (3.9 ) (2.0 )% Income from operations 25.5 28.6 (3.1 ) (10.8 )% Other (expense) income: Interest expense, floor plan payable – new equipment (2.7 ) (3.6 ) 0.9 (25.0 )% Interest expense – other (22.3 ) (20.6 ) (1.7 ) 8.3 % Other income 0.4 0.6 (0.2 ) (33.3 )% Gain on divestitures 0.3 — 0.3 NA Total other expense, net (24.3 ) (23.6 ) (0.7 ) 3.0 % Income before taxes $ 1.2 $ 5.0 $ (3.8 ) (76.0 )% Segment adjusted EBITDA $ 65.3 $ 70.1 $ (4.8 ) (6.8 )% Percent of Revenues Year Ended December 31, 2025 2024 Revenues: New and used equipment sales 51.3 % 53.1 % Parts sales 14.5 % 14.5 % Service revenues 20.5 % 19.8 % Rental revenues 10.7 % 11.1 % Rental equipment sales 3.0 % 1.5 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 41.9 % 43.7 % Parts sales 8.9 % 9.1 % Service revenues 8.4 % 8.2 % Rental revenues 0.8 % 0.9 % Rental depreciation 4.9 % 4.6 % Rental equipment sales 2.1 % 1.1 % Total cost of revenues 67.0 % 67.6 % Gross profit 33.0 % 32.4 % 30 Non-GAAP Financial Measure: Organic Revenues Organic Revenues Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Total revenues $ 654.3 $ 687.4 $ (33.1 ) (4.8 )% Acquisition and divestiture revenues 5.2 3.9 Organic revenues: New and used equipment sales 333.3 361.3 (28.0 ) (7.7 )% Parts sales 94.0 99.6 (5.6 ) (5.6 )% Service revenues 132.7 135.9 (3.2 ) (2.4 )% Rental revenues 69.3 76.2 (6.9 ) (9.1 )% Rental equipment sales 19.8 10.5 9.3 88.6 % Total organic revenues $ 649.1 $ 683.5 $ (34.4 ) (5.0 )% Revenues: Material Handling segment revenues decreased by $33.1 million to $654.3 million for the year ended December 31, 2025 as compared to the same period last year.
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.
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 liquidity needs for the foreseeable future.
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 type of 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.
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, revenues, or any other operating performance measures calculated in accordance with U.S. GAAP.
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.
Changes in working capital included $145.3 million of inventory purchased (of which $120.6 million was transferred into our rental fleet for replenishment purposes), and a $42.7 million decrease in accounts receivable.
Changes in working capital included $145.3 million of inventory purchased ($120.6 million was transferred into our rental fleet for replenishment purposes), and a $42.7 million decrease in accounts receivable.
In response to changing economic conditions, we have the flexibility to modify our capital expenditures, especially as it relates to rental fleet. 36 To service our debt, we will require a significant amount of cash.
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.
See Note 2 to our consolidated financial statements for a summary of our significant accounting policies. Revenue Recognition Refer to Note 2, Summary of Significant Accounting Policies, and Note 3, Revenue Recognition, herein for more information. Impairment of Goodwill and Long-lived Asset s Refer to Note 2, Summary of Significant Accounting Policies, herein for more information.
See Note 2 to our consolidated financial statements for a summary of our significant accounting policies. 36 Revenue Recognition Refer to Note 2, Summary of Significant Accounting Policies, and Note 3, Revenue Recognition, herein for more information. Impairment of Goodwill and Long-lived Asset s Refer to Note 2, Summary of Significant Accounting Policies, herein for more information.
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 44% of our employees are skilled service technicians.
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.
Refer to “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and below for a reconciliation of our Adjusted EBITDA to net (loss) income, the most comparable U.S.
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.
We exclude these items from net income in arriving at Adjusted EBITDA because these amounts are either 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 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.
Refer to Note 2, Summary of Significant Accounting Policies, and Note 12, Income Taxes, herein for more information. 38 Allowance for Credit Losses The Company records trade accounts receivables at invoice amount less allowances for credit losses.
Refer to Note 2, Summary of Significant Accounting Policies, and Note 12, Income Taxes, herein for more information. 37 Allowance for Credit Losses The Company records trade accounts receivables at invoice amount less allowances for credit losses.
We also sell tangential products and services related to our material handling equipment offerings which include, but are not limited to, automated equipment installation and warehouse management systems integration. Used equipment sales.
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 define Adjusted EBITDA as net income before interest expense (not including floor plan interest paid on new equipment), income taxes, depreciation and amortization, adjustments for certain one-time or non-recurring items, other items not necessarily indicative of our underlying operating performance and other items.
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, adjustments for certain one-time, non-recurring or non-cash items, and items not necessarily indicative of our underlying operating performance.
We define organic revenue growth as revenue growth excluding the impact of acquisitions 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 to prior periods as well as to industry peers.
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.
The original acquisition cost of our rental fleet excludes $5.7 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 sales and product support activities. Rental equipment sales.
The original acquisition cost of our rental fleet excludes $3.1 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. 24 Rental equipment sales.
Useful Lives of Property and Equipment We depreciate rental equipment and property and equipment over their estimated useful lives. The useful life of rental equipment is determined based on our estimate of the period the asset will generate revenues.
Useful Lives of Property and Equipment and Rental Fleet We depreciate rental equipment and property and equipment over their estimated useful lives. The useful life of property and equipment is determined based on the classification grouping of the asset. The useful life of rental equipment is determined based on our estimate of the period the asset will generate revenues.
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 and maintain our own rental fleet.
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.
Our reported net loss of $62.1 million, when adjusted for non-cash income and expense items, primarily depreciation and amortization, the gain on sale of rental equipment, inventory obsolescence and bad debt reserves, and stock-based compensation, provided net cash inflows of $63.5 million.
Our reported net loss of $62.1 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, loss on debt extinguishment, deferred income taxes, and stock-based compensation, provided net cash inflows of $63.5 million.
A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the consolidated statements of operations, balance sheets or statements of cash flows of the company.
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 consolidated statements of operations, balance sheets or statements of cash flows of the company.
As of December 31, 2024, we had $441.0 million of available borrowings under the revolving line of credit and floor plans. 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.
As of December 31, 2025, we had $424.4 million of available borrowings under the revolving line of credit and floor plans. 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.
Cash Requirements Related to Operations Our principal uses of cash have been to fund operating activities and working capital (including new and used equipment inventories), purchases of rental fleet equipment and property and equipment, fund payments due under line of credit and floor plans payable, fund acquisitions, meet debt service requirements, stock repurchases, and fund the preferred stock and common stock dividends.
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.
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 subsequent tables in management's discussion and analysis of our individual business segments.
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.
Liquidity and Capital Resources Years ended December 31, 2024 and 2023 Cash Flows Cash Flow from Operating Activities . Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital. For the year ended December 31, 2024, operating activities resulted in net cash provided by operations of $57.0 million.
Liquidity and Capital Resources Years ended December 31, 2025 and 2024 Cash Flows Cash Flow from Operating Activities . Cash flows from operating activities include net loss adjusted for non-cash items and the effects of changes in working capital. For the year ended December 31, 2025, operating activities resulted in net cash provided by operations of $33.0 million.
Cash Flow from Investing Activities . For the year ended December 31, 2024, our cash used in investing activities was $56.2 million. This was mainly due to $73.4 million purchases of rent-to-rent equipment, non-rental property and equipment, and other investing activities partially offset by $17.2 million proceeds from the sale of rent-to-rent equipment and non-rental property and equipment.
This was mainly due to $73.4 million purchases of rent-to-rent equipment, non-rental property and equipment, and other investing activities partially offset by $17.2 million proceeds from the sale of rent-to-rent equipment and non-rental property and equipment. Cash Flow from Financing Activities. For the year ended December 31, 2025, cash used in financing activities was $5.3 million.
Sources of Liquidity Our principal sources of liquidity have been from cash provided by our service, parts and rental 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 reported $13.4 million in cash as of December 31, 2024.
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 $18.6 million in cash as of December 31, 2025.
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 $565.5 million as of December 31, 2024.
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 $529.8 million as of December 31, 2025.
These principal costs and expenses are described further below: New equipment sales. Cost of new equipment sold consists of the total acquisition costs of the new equipment we purchase from third parties. Used equipment sales.
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.
This gross rental fleet capital expenditure was offset by sales proceeds of rental equipment of approximately $138.0 million for the period ended December 31, 2024, of which $126.1 million came from rent-to-sell equipment categories, as our business model is to sell lightly used inventory to customers from our rental fleet to increase field population in our geographies.
This gross rental fleet capital expenditure was offset by sales proceeds of rental equipment of approximately $109.1 million for the period ended December 31, 2025 as our business model is to sell lightly used inventory to customers from our rental fleet to increase field population in our geographies.
Gross profit (GP): Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 GP% GP% GP% New and used equipment sales 17.8 % 19.9 % (2.1 )% Parts sales 37.1 % 37.9 % (0.8 )% Service revenues 58.6 % 56.9 % 1.7 % Rental revenues 50.0 % 52.2 % (2.2 )% Rental equipment sales 27.6 % 34.6 % (7.0 )% Segment gross profit 32.4 % 33.5 % (1.1 )% 30 Material Handling gross profit for the year ended December 31, 2024 decreased 110 basis points to 32.4% compared to the same period in 2023.
Gross profit (GP): Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 GP% GP% GP% New and used equipment sales 18.1 % 17.8 % 0.3 % Parts sales 38.2 % 37.1 % 1.1 % Service revenues 59.1 % 58.6 % 0.5 % Rental revenues 47.3 % 50.0 % (2.7 )% Rental equipment sales 32.2 % 27.6 % 4.6 % Segment gross profit 33.0 % 32.4 % 0.6 % Material Handling gross profit for the year ended December 31, 2025 increased 60 basis points to 33.0% compared to the same period in 2024.
Our reported net income of $8.9 million, when adjusted for non-cash income and expense items, primarily depreciation and amortization, the gain on sale of rental equipment, inventory obsolescence and bad debt reserves, and stock-based compensation, provided net cash inflows of $111.8 million.
Our reported net loss of $80.3 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 divestitures, deferred income taxes, and stock-based compensation, provided net cash inflows of $57.3 million.
Our gross rental fleet capital expenditures for the period ended December 31, 2024 were approximately $175.7 million, including $120.6 million of transfers from new and used inventory to rent-to-sell rental fleet.
Our gross rental fleet capital expenditures for the period ended December 31, 2025 were approximately $141.8 million, including $100.0 million of transfers from new and used inventory to rent-to-sell rental fleet.
Cash flows from operating activities were favorably impacted by $126.1 million due to proceeds from the sale of rent-to-sell equipment, and a $4.7 million net change in prepaid expenses and other assets and leases, deferred revenue, and other liabilities and unfavorably impacted by a $26.9 million decrease in accounts payable, accrued expenses, customer deposits, and other current liabilities and $7.8 million in net outflows related to manufacturer floor plans. 35 For the year ended December 31, 2023, operating activities resulted in net cash provided by operations of $58.4 million.
Cash flows from operating activities were favorably impacted by $126.1 million due to proceeds from the sale of rent-to-sell equipment and a $4.3 million net change in prepaid expenses and other assets and unfavorably impacted by a $26.5 million decrease in accounts payable, accrued expenses, leases, and other operating liabilities, and $7.8 million in net outflows related to manufacturer floor plans.
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 Years ended December 31, 2024 and 2023 Consolidated Results Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Revenues: New and used equipment sales $ 987.0 $ 1,025.9 $ (38.9 ) (3.8 )% Parts sales 294.4 278.3 16.1 5.8 % Service revenues 253.8 241.3 12.5 5.2 % Rental revenues 203.4 202.4 1.0 0.5 % Rental equipment sales 138.0 128.9 9.1 7.1 % Total revenues 1,876.6 1,876.8 (0.2 ) — Cost of revenues: New and used equipment sales 837.9 853.6 (15.7 ) (1.8 )% Parts sales 196.2 183.2 13.0 7.1 % Service revenues 105.8 103.4 2.4 2.3 % Rental revenues 22.5 24.8 (2.3 ) (9.3 )% Rental depreciation 115.9 110.1 5.8 5.3 % Rental equipment sales 104.6 94.5 10.1 10.7 % Total cost of revenues 1,382.9 1,369.6 13.3 1.0 % Gross profit 493.7 507.2 (13.5 ) (2.7 )% Selling, general and administrative expenses 446.5 430.3 16.2 3.8 % Non-rental depreciation and amortization 28.6 22.5 6.1 27.1 % Total operating expenses 475.1 452.8 22.3 4.9 % Income from operations 18.6 54.4 (35.8 ) (65.8 )% Other (expense) income: Interest expense, floor plan payable – new equipment (12.1 ) (8.4 ) (3.7 ) 44.0 % Interest expense – other (69.2 ) (48.6 ) (20.6 ) 42.4 % Other income 3.1 5.1 (2.0 ) (39.2 )% Loss on extinguishment of debt (6.7 ) — (6.7 ) NM Total other expense, net (84.9 ) (51.9 ) (33.0 ) 63.6 % (Loss) income before taxes (66.3 ) 2.5 (68.8 ) NM Income tax benefit (4.2 ) (6.4 ) 2.2 NM Net (loss) income (62.1 ) 8.9 (71.0 ) NM Preferred stock dividends (3.0 ) (3.0 ) — — Net (loss) income available to common stockholders $ (65.1 ) $ 5.9 $ (71.0 ) NM Adjusted EBITDA (1) $ 168.3 $ 191.4 $ (23.1 ) (12.1 )% NM - calculated change not meaningful (1) Adjusted EBITDA is a non-GAAP measure.
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 Years ended December 31, 2025 and 2024 Consolidated Results Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Revenues: New and used equipment sales $ 999.3 $ 987.0 $ 12.3 1.2 % Parts sales 291.0 294.4 (3.4 ) (1.2 )% Service revenues 256.7 253.8 2.9 1.1 % Rental revenues 179.8 203.4 (23.6 ) (11.6 )% Rental equipment sales 109.1 138.0 (28.9 ) (20.9 )% Total revenues 1,835.9 1,876.6 (40.7 ) (2.2 )% Cost of revenues: New and used equipment sales 858.7 837.9 20.8 2.5 % Parts sales 190.2 196.2 (6.0 ) (3.1 )% Service revenues 104.1 105.8 (1.7 ) (1.6 )% Rental revenues 20.0 22.5 (2.5 ) (11.1 )% Rental depreciation 104.9 115.9 (11.0 ) (9.5 )% Rental equipment sales 83.4 104.6 (21.2 ) (20.3 )% Total cost of revenues 1,361.3 1,382.9 (21.6 ) (1.6 )% Gross profit 474.6 493.7 (19.1 ) (3.9 )% Selling, general and administrative expenses 422.7 446.5 (23.8 ) (5.3 )% Non-rental depreciation and amortization 28.7 28.6 0.1 0.3 % Total operating expenses 451.4 475.1 (23.7 ) (5.0 )% Income from operations 23.2 18.6 4.6 24.7 % Other (expense) income: Interest expense, floor plan payable – new equipment (10.9 ) (12.1 ) 1.2 (9.9 )% Interest expense – other (77.5 ) (69.2 ) (8.3 ) 12.0 % Other income 1.8 3.1 (1.3 ) (41.9 )% Loss on extinguishment of debt — (6.7 ) 6.7 NM Gain on divestitures 4.6 — 4.6 NM Total other expense, net (82.0 ) (84.9 ) 2.9 (3.4 )% Loss before taxes (58.8 ) (66.3 ) 7.5 NM Income tax expense (benefit) 21.5 (4.2 ) 25.7 NM Net loss (80.3 ) (62.1 ) (18.2 ) NM Preferred stock dividends (3.0 ) (3.0 ) — — Net loss available to common stockholders $ (83.3 ) $ (65.1 ) $ (18.2 ) NM Adjusted EBITDA (1) $ 164.4 $ 168.3 $ (3.9 ) (2.3 )% NM - calculated change not meaningful (1) Adjusted EBITDA is a non-GAAP measure.
Additionally, there were cash outflows of $10.8 million for preferred and common stock dividends, $5.8 million for repurchases of common stock, and $1.5 million related to other financing activities. For the year ended December 31, 2023, cash provided by financing activities was $87.3 million.
Additionally, there were cash outflows of $10.8 million for preferred and common stock dividends, $5.8 million for repurchases of common stock, and $1.5 million related to other financing activities.
Cost of used equipment sold 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. Parts 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.
GAAP measure. 26 Percent of Revenues Year Ended December 31, 2024 2023 Revenues: New and used equipment sales 52.6 % 54.6 % Parts sales 15.7 % 14.8 % Service revenues 13.5 % 12.9 % Rental revenues 10.8 % 10.8 % Rental equipment sales 7.4 % 6.9 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 44.6 % 45.5 % Parts sales 10.5 % 9.8 % Service revenues 5.6 % 5.5 % Rental revenues 1.2 % 1.3 % Rental depreciation 6.2 % 5.9 % Rental equipment sales 5.6 % 5.0 % Total cost of revenues 73.7 % 73.0 % Gross profit 26.3 % 27.0 % Non-GAAP Financial Measures: Adjusted EBITDA Adjusted EBITDA Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Net (loss) income available to common stockholders $ (65.1 ) $ 5.9 $ (71.0 ) NM Depreciation and amortization 144.5 132.6 11.9 9.0 % Interest expense 81.3 57.0 24.3 42.6 % Income tax benefit (4.2 ) (6.4 ) 2.2 NM Transaction and consulting costs 2.3 1.6 0.7 NM Non-cash adjustments — (1.5 ) 1.5 NM Loss on debt extinguishment 6.7 — 6.7 — Share-based incentives 4.8 4.3 0.5 11.6 % Other expenses 4.3 3.3 1.0 NM Preferred stock dividend 3.0 3.0 — — Loss on auction sale 2.8 — 2.8 — Showroom-ready equipment interest expense (12.1 ) (8.4 ) (3.7 ) 44.0 % Adjusted EBITDA $ 168.3 $ 191.4 $ (23.1 ) (12.1 )% NM - calculated change not meaningful Organic Revenues Organic Revenues Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Total revenues $ 1,876.6 $ 1,876.8 $ (0.2 ) — Acquisitions revenues 65.7 — Organic revenues: New and used equipment sales 949.3 1,025.9 (76.6 ) (7.5 )% Parts sales 281.1 278.3 2.8 1.0 % Service revenues 250.6 241.3 9.3 3.9 % Rental revenues 193.9 202.4 (8.5 ) (4.2 )% Rental equipment sales 136.0 128.9 7.1 5.5 % Total organic revenues $ 1,810.9 $ 1,876.8 $ (65.9 ) (3.5 )% 27 The above tables contain non-GAAP financial measures.
GAAP measure. 26 Percent of Revenues Year Ended December 31, 2025 2024 Revenues: New and used equipment sales 54.4 % 52.6 % Parts sales 15.9 % 15.7 % Service revenues 14.0 % 13.5 % Rental revenues 9.8 % 10.8 % Rental equipment sales 5.9 % 7.4 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 46.7 % 44.6 % Parts sales 10.4 % 10.5 % Service revenues 5.7 % 5.6 % Rental revenues 1.1 % 1.2 % Rental depreciation 5.7 % 6.2 % Rental equipment sales 4.5 % 5.6 % Total cost of revenues 74.1 % 73.7 % Gross profit 25.9 % 26.3 % Non-GAAP Financial Measures: Adjusted EBITDA Adjusted EBITDA Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Net loss available to common stockholders $ (83.3 ) $ (65.1 ) $ (18.2 ) NM Depreciation and amortization 133.6 144.5 (10.9 ) (7.5 )% Interest expense 88.4 81.3 7.1 8.7 % Income tax expense (benefit) 21.5 (4.2 ) 25.7 NM Transaction and consulting costs 4.9 2.3 2.6 NM Loss on debt extinguishment — 6.7 (6.7 ) NM Gain on divestitures (4.6 ) — (4.6 ) NM Share-based incentives 3.8 4.8 (1.0 ) (20.8 )% Other expenses 8.0 4.3 3.7 NM Preferred stock dividend 3.0 3.0 — — Loss on auction sale — 2.8 (2.8 ) NM Showroom-ready equipment interest expense (10.9 ) (12.1 ) 1.2 (9.9 )% Adjusted EBITDA $ 164.4 $ 168.3 $ (3.9 ) (2.3 )% NM - calculated change not meaningful Organic Revenues Organic Revenues Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Total revenues $ 1,835.9 $ 1,876.6 $ (40.7 ) (2.2 )% Acquisition and divestitures revenues 5.2 7.8 Organic revenues: New and used equipment sales 997.2 983.1 14.1 1.4 % Parts sales 289.9 294.4 (4.5 ) (1.5 )% Service revenues 255.5 253.8 1.7 0.7 % Rental revenues 179.1 199.5 (20.4 ) (10.2 )% Rental equipment sales 109.0 138.0 (29.0 ) (21.0 )% Total organic revenues $ 1,830.7 $ 1,868.8 $ (38.1 ) (2.0 )% 27 The above tables contain non-GAAP financial measures.
Gross profit (GP): Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Consolidated GP% GP% GP% New and used equipment sales 15.1 % 16.8 % (1.7 )% Parts sales 33.4 % 34.2 % (0.8 )% Service revenues 58.3 % 57.1 % 1.2 % Rental revenues 32.0 % 33.3 % (1.3 )% Rental equipment sales 24.2 % 26.7 % (2.5 )% Consolidated gross profit 26.3 % 27.0 % (0.7 )% Consolidated gross profit decreased by 70 basis points from 27.0% in the year ended December 31, 2023 to 26.3% over the same period in 2024.
Gross profit (GP): Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Consolidated GP% GP% GP% New and used equipment sales 14.1 % 15.1 % (1.0 )% Parts sales 34.6 % 33.4 % 1.2 % Service revenues 59.4 % 58.3 % 1.1 % Rental revenues 30.5 % 32.0 % (1.5 )% Rental equipment sales 23.6 % 24.2 % (0.6 )% Consolidated gross profit 25.9 % 26.3 % (0.4 )% 28 Consolidated gross profit decreased by 40 basis points to 25.9% in the year ended December 31, 2025 compared to 26.3% over the same period in 2024 as margin compression in new and used equipment and rental operations offset gains in parts and service.
For the year ended December 31, 2023, our cash used in investing activities was $117.4 million.
Cash Flow from Investing Activities . For the year ended December 31, 2025, our cash used in investing activities was $22.7 million.
Generally, we assign the following useful lives to the below categories of Property and Equipment and Rental Fleet: Estimated Useful Life Transportation equipment (autos and trucks) 2 – 5 years Rental fleet 5 - 10 years Machinery and equipment excluding rental fleet 3 – 20 years Office equipment 5 – 7 years Computer equipment 2 – 5 years Leasehold improvements 3 – 15 years The useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively, if appropriate. 37 Acquisition Accounting We have made significant acquisitions in the past and we intend to make additional acquisitions in the future that meet our selection criteria with an objective of increasing our revenues, improving our profitability, diversifying our end market and geographic exposure and strengthening our competitive position.
Generally, we assign the following useful lives to the below categories of Property and Equipment and Rental Fleet: Estimated Useful Life Transportation equipment (autos and trucks) 2 – 5 years Rental fleet 5 – 10 years Machinery and equipment excluding rental fleet 3 – 20 years Office equipment 5 – 7 years Computer equipment 2 – 5 years Leasehold improvements 3 – 15 years The useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively, if appropriate.
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.
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.
Cash flows from operating activities were favorably impacted by $123.5 million due to proceeds from the sale of rent-to-sell equipment, $122.5 million in net inflows related to manufacturer floor plans and by a $7.3 million increase in accounts payable, accrued expenses, customer deposits, and other current liabilities partially offset by a $3.8 million net change in prepaid expenses and other assets and leases, deferred revenue, and other liabilities.
Cash flows from operating activities were favorably impacted by $98.2 million due to proceeds from the sale of rent-to-sell equipment and unfavorably impacted by $55.4 million in net outflows related to manufacturer floor plans, a $18.4 million decrease in accounts payable, accrued expenses, leases, and other operating liabilities, and an $11.0 million net change in prepaid expenses and other assets.
Changes in working capital included $286.3 million of inventory purchased (of which $180.2 million was transferred into our rental fleet for replenishment and growth purposes), and a $16.6 million increase in accounts receivable.
Changes in working capital included $48.9 million of inventory purchased ($100.0 million of inventory was transferred into our rental fleet for replenishment purposes), and an $11.2 million decrease in accounts receivable.
Construction Equipment Results Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Revenues: New and used equipment sales $ 574.4 $ 597.9 $ (23.5 ) (3.9 )% Parts sales 186.7 170.1 16.6 9.8 % Service revenues 117.1 108.2 8.9 8.2 % Rental revenues 125.7 124.8 0.9 0.7 % Rental equipment sales 127.5 123.7 3.8 3.1 % Total revenues 1,131.4 1,124.7 6.7 0.6 % Cost of revenues: New and used equipment sales 503.3 515.5 (12.2 ) (2.4 )% Parts sales 129.5 117.5 12.0 10.2 % Service revenues 48.8 45.9 2.9 6.3 % Rental revenues 16.0 15.1 0.9 6.0 % Rental depreciation 82.7 81.8 0.9 1.1 % Rental equipment sales 97.0 91.1 5.9 6.5 % Total cost of revenues 877.3 866.9 10.4 1.2 % Gross profit 254.1 257.8 (3.7 ) (1.4 )% Selling, general and administrative expenses 229.6 211.6 18.0 8.5 % Non-rental depreciation and amortization 15.2 10.7 4.5 42.1 % Total operating expenses 244.8 222.3 22.5 10.1 % Income from operations 9.3 35.5 (26.2 ) (73.8 )% Other (expense) income: Interest expense, floor plan payable – new equipment (7.3 ) (4.8 ) (2.5 ) 52.1 % Interest expense – other (41.2 ) (28.3 ) (12.9 ) 45.6 % Other income 2.4 4.6 (2.2 ) (47.8 )% Total other expense, net (46.1 ) (28.5 ) (17.6 ) 61.8 % (Loss) income before taxes $ (36.8 ) $ 7.0 $ (43.8 ) (625.7 )% Segment adjusted EBITDA $ 104.2 $ 128.6 $ (24.4 ) (19.0 )% 31 Percent of Revenues Year Ended December 31, 2024 2023 Revenues: New and used equipment sales 50.7 % 53.2 % Parts sales 16.5 % 15.1 % Service revenues 10.4 % 9.6 % Rental revenues 11.1 % 11.1 % Rental equipment sales 11.3 % 11.0 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 44.5 % 45.9 % Parts sales 11.4 % 10.4 % Service revenues 4.3 % 4.1 % Rental revenues 1.4 % 1.3 % Rental depreciation and amortization 7.3 % 7.3 % Rental equipment sales 8.6 % 8.1 % Total cost of revenues 77.5 % 77.1 % Gross profit 22.5 % 22.9 % Non-GAAP Financial Measure: Organic Revenues Organic Revenues Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Total revenues $ 1,131.4 $ 1,124.7 $ 6.7 0.6 % Acquisitions revenues 63.9 — Organic revenues: New and used equipment sales 537.2 597.9 (60.7 ) (10.2 )% Parts sales 174.0 170.1 3.9 2.3 % Service revenues 114.5 108.2 6.3 5.8 % Rental revenues 116.3 124.8 (8.5 ) (6.8 )% Rental equipment sales 125.5 123.7 1.8 1.5 % Total organic revenues $ 1,067.5 $ 1,124.7 $ (57.2 ) (5.1 )% Revenues: Construction Equipment segment revenues increased by 0.6% to $1,131.4 million for the year ended December 31, 2024 as compared to the same period last year, primarily related to the full-period impact from the Burris and Ault acquisitions made in the fourth quarter of 2023.
Construction Equipment Results Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Revenues: New and used equipment sales $ 610.5 $ 574.4 $ 36.1 6.3 % Parts sales 185.8 186.7 (0.9 ) (0.5 )% Service revenues 121.7 117.1 4.6 3.9 % Rental revenues 109.5 125.7 (16.2 ) (12.9 )% Rental equipment sales 89.2 127.5 (38.3 ) (30.0 )% Total revenues 1,116.7 1,131.4 (14.7 ) (1.3 )% Cost of revenues: New and used equipment sales 542.2 503.3 38.9 7.7 % Parts sales 125.7 129.5 (3.8 ) (2.9 )% Service revenues 48.3 48.8 (0.5 ) (1.0 )% Rental revenues 15.0 16.0 (1.0 ) (6.3 )% Rental depreciation 72.1 82.7 (10.6 ) (12.8 )% Rental equipment sales 69.9 97.0 (27.1 ) (27.9 )% Total cost of revenues 873.2 877.3 (4.1 ) (0.5 )% Gross profit 243.5 254.1 (10.6 ) (4.2 )% Selling, general and administrative expenses 211.2 229.6 (18.4 ) (8.0 )% Non-rental depreciation and amortization 16.1 15.2 0.9 5.9 % Total operating expenses 227.3 244.8 (17.5 ) (7.1 )% Income from operations 16.2 9.3 6.9 74.2 % Other (expense) income: Interest expense, floor plan payable – new equipment (7.1 ) (7.3 ) 0.2 (2.7 )% Interest expense – other (43.8 ) (41.2 ) (2.6 ) 6.3 % Other income 2.0 2.4 (0.4 ) (16.7 )% Gain on divestitures 4.3 — 4.3 NA Total other expense, net (44.6 ) (46.1 ) 1.5 (3.3 )% Loss before taxes $ (28.4 ) $ (36.8 ) $ 8.4 (22.8 )% Segment adjusted EBITDA $ 101.0 $ 104.2 $ (3.2 ) (3.1 )% Percent of Revenues Year Ended December 31, 2025 2024 Revenues: New and used equipment sales 54.7 % 50.7 % Parts sales 16.6 % 16.5 % Service revenues 10.9 % 10.4 % Rental revenues 9.8 % 11.1 % Rental equipment sales 8.0 % 11.3 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 48.5 % 44.5 % Parts sales 11.3 % 11.4 % Service revenues 4.3 % 4.3 % Rental revenues 1.3 % 1.4 % Rental depreciation 6.5 % 7.3 % Rental equipment sales 6.3 % 8.6 % Total cost of revenues 78.2 % 77.5 % Gross profit 21.8 % 22.5 % 32 Non-GAAP Financial Measure: Organic Revenues Organic Revenues Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Total revenues $ 1,116.7 $ 1,131.4 $ (14.7 ) (1.3 )% Divestiture revenues — 3.9 Organic revenues: New and used equipment sales 610.5 574.4 36.1 6.3 % Parts sales 185.8 186.7 (0.9 ) (0.5 )% Service revenues 121.7 117.1 4.6 3.9 % Rental revenues 109.5 121.8 (12.3 ) (10.1 )% Rental equipment sales 89.2 127.5 (38.3 ) (30.0 )% Total organic revenues $ 1,116.7 $ 1,127.5 $ (10.8 ) (1.0 )% Revenues: Construction Equipment segment revenues decreased by 1.3% to $1,116.7 million for the year ended December 31, 2025 versus prior year.
The variance was mainly due to increased floor plan interest expense related to a combination of higher effective interest rates on higher levels of new inventory that were no longer within the subsidized period of our OEMs, higher effective interest rates on operating debt borrowings and increased debt from financed acquisitions within the segment (Ault and Burris purchased Q4 2023). 33 Master Distribution Results Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 Revenues: New and used equipment sales $ 48.0 $ 72.5 $ (24.5 ) (33.8 )% Parts sales 8.9 9.8 (0.9 ) (9.2 )% Service revenues 0.8 0.3 0.5 166.7 % Rental revenues 1.5 1.2 0.3 25.0 % Total revenues 59.2 83.8 (24.6 ) (29.4 )% Cost of revenues: New and used equipment sales 35.9 54.4 (18.5 ) (34.0 )% Parts sales 5.0 5.0 — — Service revenues 0.9 0.2 0.7 350.0 % Rental depreciation 1.1 0.8 0.3 37.5 % Total cost of revenues 42.9 60.4 (17.5 ) (29.0 )% Gross profit 16.3 23.4 (7.1 ) (30.3 )% Selling, general and administrative expenses 13.0 12.3 0.7 5.7 % Non-rental depreciation and amortization 3.5 3.6 (0.1 ) (2.8 )% Total operating expenses 16.5 15.9 0.6 3.8 % (Loss) income from operations (0.2 ) 7.5 (7.7 ) (102.7 )% Other (expense) income: Interest expense, floor plan payable – new equipment (1.4 ) (0.7 ) (0.7 ) 100.0 % Interest expense – other (3.1 ) (2.7 ) (0.4 ) 14.8 % Other expense (0.3 ) — (0.3 ) — Total other expense, net (4.8 ) (3.4 ) (1.4 ) 41.2 % (Loss) income before taxes $ (5.0 ) $ 4.1 $ (9.1 ) (222.0 )% Segment adjusted EBITDA $ 4.7 $ 12.5 $ (7.8 ) (62.4 )% Percent of Revenues Year Ended December 31, 2024 2023 Revenues: New and used equipment sales 81.1 % 86.5 % Parts sales 15.0 % 11.7 % Service revenues 1.4 % 0.4 % Rental revenues 2.5 % 1.4 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 60.6 % 64.9 % Parts sales 8.5 % 6.0 % Service revenues 1.5 % 0.2 % Rental depreciation and amortization 1.9 % 1.0 % Total cost of revenues 72.5 % 72.1 % Gross profit 27.5 % 27.9 % 34 Revenues: Master Distribution segment revenues for the year ended December 31, 2024 were $59.2 million, a decrease of $24.6 million from the prior year same period.
Master Distribution Results Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 Revenues: New and used equipment sales $ 55.6 $ 48.0 $ 7.6 15.8 % Parts sales 10.5 8.9 1.6 18.0 % Service revenues 0.9 0.8 0.1 12.5 % Rental revenues 0.3 1.5 (1.2 ) (80.0 )% Total revenues 67.3 59.2 8.1 13.7 % Cost of revenues: New and used equipment sales 44.2 35.9 8.3 23.1 % Parts sales 6.1 5.0 1.1 22.0 % Service revenues 1.1 0.9 0.2 22.2 % Rental revenues 0.1 — 0.1 NA Rental depreciation 0.3 1.1 (0.8 ) (72.7 )% Total cost of revenues 51.8 42.9 8.9 20.7 % Gross profit 15.5 16.3 (0.8 ) (4.9 )% Selling, general and administrative expenses 8.2 13.0 (4.8 ) (36.9 )% Non-rental depreciation and amortization 3.6 3.5 0.1 2.9 % Total operating expenses 11.8 16.5 (4.7 ) (28.5 )% Income (loss) from operations 3.7 (0.2 ) 3.9 NM Other expense: Interest expense, floor plan payable – new equipment (0.9 ) (1.4 ) 0.5 (35.7 )% Interest expense – other (4.8 ) (3.1 ) (1.7 ) 54.8 % Other expense (0.8 ) (0.3 ) (0.5 ) 166.7 % Total other expense, net (6.5 ) (4.8 ) (1.7 ) 35.4 % Loss before taxes $ (2.8 ) $ (5.0 ) $ 2.2 (44.0 )% Segment adjusted EBITDA $ 3.4 $ 4.7 $ (1.3 ) (27.7 )% NM - calculated change not meaningful Percent of Revenues Year Ended December 31, 2025 2024 Revenues: New and used equipment sales 82.7 % 81.1 % Parts sales 15.6 % 15.0 % Service revenues 1.3 % 1.4 % Rental revenues 0.4 % 2.5 % Total revenues 100.0 % 100.0 % Cost of revenues: New and used equipment sales 65.8 % 60.6 % Parts sales 9.1 % 8.5 % Service revenues 1.6 % 1.5 % Rental revenues 0.1 % — Rental depreciation 0.4 % 1.9 % Total cost of revenues 77.0 % 72.5 % Gross profit 23.0 % 27.5 % Revenues: Master Distribution segment revenues for the year ended December 31, 2025 were $67.3 million, an increase of $8.1 million from the prior year same period.
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.
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. Equipment Industry Overview 2025 The North American construction equipment market continued to face cyclical softness throughout 2025, although signs of stabilization began to emerge late in the year.
Operating expenses: Operating expenses decreased by $1.8 million to $194.1 million for the year ended December 31, 2024 as compared to the prior year, primarily due to a change in the intercompany allocation of costs and cost savings initiatives implemented during 2024 which primarily impacted personnel related expenses.
Operating expenses: Operating expenses decreased by $3.9 million to $190.2 million for the year ended December 31, 2025 as compared to the prior year, primarily due to cost savings initiatives implemented in the second half of 2024 and early 2025.
Additionally, electric trucks present ancillary revenue opportunities related to batteries, chargers and charging infrastructure when compared to gas-powered trucks. Business Description and Segments For detailed description of our business and segments, refer to Part I, Item 1, Business, and Note 17, Segments, respectively.
Additionally, electric lift trucks create incremental revenue opportunities in batteries, chargers and charging infrastructure, and power management solutions, partially mitigating the long-term decline in traditional parts intensity. Business Description and Segments For detailed description of our business and segments, refer to Part I, Item 1, Business, and Note 17, Segments, respectively.
This measure is 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 revenues decreased by $0.2 million to $1,876.6 million for the year ended December 31, 2024 as compared to 2023.
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.
Removing the impact of earn-out related expenses, segment-level operating expenses were slightly down against 2023. Other expense, net: Master Distribution other expense was $4.8 million for the year ended December 31, 2024, an increase of $1.4 million over the prior year primarily attributed to higher interest costs on larger inventory balances.
Other expense, net: Master Distribution other expense was $6.5 million for the year ended December 31, 2025, an increase of $1.7 million over the prior year primarily attributed to higher interest costs on larger inventory balances and a higher effective interest rate given the debt refinance in 2024.
Rental revenues decreased 6.8%, on an organic basis for the year ended December 31, 2024 as compared to the prior year on a reduced average fleet size, while rental equipment sales increased for the year ended December 31, 2024 by $1.8 million due to strategic sales of rental equipment to generate field population and right-sizing fleet levels to match realized levels of rental equipment demand. 32 Gross profit (GP): Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 GP% GP% GP% New and used equipment sales 12.4 % 13.8 % (1.4 )% Parts sales 30.6 % 30.9 % (0.3 )% Service revenues 58.3 % 57.6 % 0.7 % Rental revenues 21.5 % 22.4 % (0.9 )% Rental equipment sales 23.9 % 26.4 % (2.5 )% Segment gross profit 22.5 % 22.9 % (0.4 )% Construction Equipment gross profit decreased by 40 basis points to 22.5% from 22.9% for the year ended December 31, 2024 as compared to 2023, with lower margins on equipment sales reflective of elevated new inventory levels at heavy machinery dealers throughout the industry combined with softening demand, both of which led to a highly competitive pricing environment and lower margins realized in 2024 when compared to history.
Gross profit (GP): Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 GP% GP% GP% New and used equipment sales 11.2 % 12.4 % (1.2 )% Parts sales 32.3 % 30.6 % 1.7 % Service revenues 60.3 % 58.3 % 2.0 % Rental revenues 20.5 % 21.5 % (1.0 )% Rental equipment sales 21.6 % 23.9 % (2.3 )% Segment gross profit 21.8 % 22.5 % (0.7 )% Construction Equipment gross profit decreased by 70 basis points to 21.8% from 22.5% for the year ended December 31, 2025 as compared to 2024 driven primarily by lower margins on equipment sales.
Gross profit (GP): Year Ended December 31, Increase (Decrease) 2024 2023 2024 versus 2023 GP% GP% GP% New and used equipment sales 25.2 % 25.0 % 0.2 % Parts sales 43.8 % 49.0 % (5.2 )% Service revenues (12.5 )% 33.3 % NM Rental revenues 26.7 % 33.3 % (6.6 )% Segment gross profit 27.5 % 27.9 % (0.4 )% NM - calculated change not meaningful For the year ended December 31, 2024, gross profit margin on new and used equipment sales were 25.2%, relatively flat from prior year and in line with expectations.
The business segment continues to actively pursue pricing and sourcing strategies to support long-term profitability given its direct exposure to European OEMs which are subject to U.S. tariffs. 34 Gross profit (GP): Year Ended December 31, Increase (Decrease) 2025 2024 2025 versus 2024 GP% GP% GP% New and used equipment sales 20.5 % 25.2 % (4.7 )% Parts sales 41.9 % 43.8 % (1.9 )% Service revenues (22.2 )% (12.5 )% NM Rental revenues (33.3 )% 26.7 % NM Segment gross profit 23.0 % 27.5 % (4.5 )% NM - calculated change not meaningful For the year ended December 31, 2025, gross profit margin on new and used equipment sales were 20.5%, down from the prior year and reflective of higher input costs generally related to the weakening of the U.S. dollar against the Euro and the influence of tariffs on imported goods.
This was mainly due to $123.3 million purchases of rent-to-rent equipment, non-rental property and equipment, Burris and Ault acquisition activity, and other investing activities partially offset by $5.4 million proceeds from the sale of rent-to-rent equipment and $0.5 million proceeds from the sale of non-rental property and equipment. Cash Flow from Financing Activities.
This was mainly due to $55.0 million purchases of rental equipment and non-rental property and equipment and intangibles, the acquisition of CEQ as discussed in Note 15, Business Combinations and Divestitures, and other investing activities partially offset by $20.9 million proceeds from the two divestitures discussed in Note 15, and $11.4 million proceeds from the sale of rent-to-rent equipment and non-rental property and equipment. 35 For the year ended December 31, 2024, our cash used in investing activities was $56.2 million.
Rental revenues gross margin for the year ended December 31, 2024 decreased by 90 basis points compared to the same period last year as depreciation increased despite a lower level of average fleet size. Operating expenses: Construction Equipment operating expenses increased by $22.5 million to $244.8 million for the year ended December 31, 2024 as compared to 2023.
Rental revenues gross margin for the year ended December 31, 2025 decreased by 100 basis points compared to the same period last year a result of a reduced amount of fleet on rent.
Income tax benefit: The Company recorded an income tax benefit of $4.2 million and $6.4 million for the years ended December 31, 2024 and 2023, respectively.
Income tax expense (benefit): The Company recorded an income tax expense of $21.5 million and benefit of $4.2 million for the years ended December 31, 2025 and 2024, respectively. The income tax expense in the current year was primarily due to the One Big Beautiful Bill Act ("OBBBA") enacted into law during the third quarter.
Other (expense) income, net: Construction Equipment other expense, net increased by $17.6 million to $46.1 million for the year ended December 31, 2024 as compared to the same period in 2023.
Additional expense savings were realized through more efficient advertising and promotional activities as well as greater discipline in managing customer relationship-related costs. 33 Other expense, net: Construction Equipment other expense, net decreased by $1.5 million to $44.6 million for the year ended December 31, 2025 as compared to the same period in 2024.
Organically, the segment revenues decreased 5.1% for the year ended December 31, 2024 as compared to the same period last year.
Organically, the segment revenues decreased 1.0% for the year ended December 31, 2025 as compared to the same period last year. Organic new and used equipment sales increased $36.1 million, or 6.3%, with most of the growth occurring in the second and fourth quarters.
These cash inflows were partially offset by payments of $10.6 million for preferred and common stock dividends and $2.1 million related to other financing activities.
This cash outflow was due to payments of $6.9 million for preferred and common stock dividends, net payments of $7.0 million related to non-manufacturer floor plans, $7.5 million for common stock repurchases, and $2.9 million related to other financing activities partially offset by $19.0 million of net proceeds from our line of credit, long-term borrowings, and finance lease obligations.
Service gross profit margins improved in the year ended December 31, 2024 when compared to the prior year increasing 120 basis points, primarily due to an improved rate realization on service labor.
Service gross profit margins improved in the year ended December 31, 2025 when compared to the prior year, increasing 110 basis points, supported by stronger labor rate realization, technician efficiency gains, and improved warranty labor recoveries, aligning with ongoing initiatives across both major segments to enhance billable time, reduce non-productive hours, and optimize service profitability.
Rental revenues decreased 0.4% for the year ended December 31, 2024 as compared to last year primarily due to reduced physical utilization of our fleet.
Rental revenues decreased 9.1% organically for the year ended December 31, 2025 as compared to last year reflecting a lower average volume of fleet on rent in select markets, mainly in our Midwest and Canada regions.
Parts gross profit margin was 43.8% for the year ended December 31, 2024, down 520 basis points compared to the same period last year, related to the aforementioned large component parts sales in 2023 and pricing pressures from aftermarket competitors of high-volume wear parts.
Parts sales gross profit margin were 41.9% for the year ended December 31, 2025, down 190 basis points compared to the same period last year, following broad-based increases in steel and aluminum tariffs partially offset by parts pricing actions and negotiations with major OEMs.
New and used equipment gross margins compressed in part from the used equipment auction related losses experienced in the fourth quarter, but also due to sales mix variances, with reduced sales coming from Peaklogix, our higher margin warehousing solutions platform and increased pressure on used equipment pricing throughout 2024.
New and used equipment gross margins improved partly due to the absence of the prior-year fourth-quarter auction disposition activity that had compressed used equipment margins, along with reduced pressure on used equipment pricing.
Removed
Equipment Industry Overview 2024 The North American construction equipment market experienced a downturn in 2024, with overall sales declining by approximately 10%, while some of the regions we operate in experienced reductions of up to 20%. This decline aligns with the cyclical nature of the industry.
Added
Dealer retail sales were subdued year over year, pressured by prolonged interest rate uncertainty, cautious customer sentiment, permitting delays, and pricing instability associated with tariffs across the dealer channel.
Removed
Notably, construction equipment manufacturers like Caterpillar and John Deere reported reduced sales in North America, attributed to slowing end-user demand and elevated inventory levels at machinery dealers throughout North America. Similarly, Volvo Construction Equipment reported a 20% decline in North American sales.
Added
Privately funded non-residential activity remained weak, particularly among small and mid-sized contractors, while publicly funded infrastructure programs, supported by elevated levels of state-based DOT spending and the Infrastructure Investment and Jobs Act ("IIJA"), continued to provide a meaningful counterbalance against challenged privately funded non-residential activity.
Removed
Elevated interest rates and volatile sentiment in the marketplace underpinned by the U.S. presidential election contributed to a decrease in equipment orders. Market participants have noted that specifically, smaller to mid-sized local contractors focused on privately funded non-residential projects, were negatively impacted by the aforementioned factors and thus hesitant to committing capital to new equipment in 2024.
Added
The operating environment was further pressured by continued tariff volatility, which contributed to higher material costs and delayed purchasing decisions across several end-market channels. Competitive pricing dynamics and margin compression persisted as OEMs and dealers worked through excess channel inventories, though late-year improvements in dealer purchasing intentions indicate emerging restocking behavior and a healthier demand backdrop heading into 2026.
Removed
This softening amongst local contractors and small privately funded projects was offset by continued growth amongst larger contractors working on multi-year publicly funded projects (e.g. state or federal funded infrastructure projects).
Added
Major construction equipment OEMs have noted expectations for the 2026 North American construction equipment market ranging from a modest contraction to 7% growth. The North American lift truck market entered a normalization phase in 2025 as the industry continued to work through the elevated backlogs accumulated during the 2021-2022 supply-chain dislocation.
Removed
Lastly, with construction equipment supply in the OEM dealer channel at historically high levels in the face of weakening demand, competitive pricing, discounting and compressed margins were all thematic across the construction equipment industry in 2024.
Added
Industry bookings softened through the year as customers delayed fleet replacements in response to macroeconomic uncertainty, tariff-driven cost pressures, and reduced equipment utilization in certain manufacturing sectors. As backlogs declined, manufacturers adjusted production schedules accordingly. Despite these near-term headwinds, underlying fundamentals in core material‑handling sectors like food and beverage, retail distribution, and logistics remained constructive.
Removed
In contrast, the North American lift truck market exhibited growth in 2024, in terms of shipments to end users, as the industry continued to deliver off of record levels of bookings in the 2021-2022 post-COVID timeframe.
Added
Further, adoption of advanced power solutions, particularly lithium-ion platforms and early-stage automation technologies, also continued to expand across customer fleets. As excess channel inventories continue to be absorbed and customer engagement improving, the lift truck industry expects bookings to strengthen in the latter half of 2026, supporting a more constructive long-term outlook for this segment.
Removed
Robust manufacturing sectors and expanding logistics operations are driving investments in advanced material handling solutions, including trends toward lithium battery and fuel cell-powered lift trucks and autonomous solutions.
Added
Equipment Inventory Availability, Rental Fleet Investment, and Product Support Trends Following global supply-chain constraints that characterized 2021 and 2022, equipment availability improved meaningfully during 2023 and 2024, resulting in elevated dealer stock levels industrywide, particularly in the construction equipment segment.
Removed
Given the sales backlog overhang that the industry continued to navigate in 2024, bookings for future lift trucks declined in 2024 when compared to previous years, as lead times and production schedules at industry OEMs continued to normalize.
Added
This trend continued into early 2025 as channel inventories remained above historical norms in several categories, a dynamic compounded by muted demand from privately funded non-residential contractors and cautious purchasing behavior stemming from tariff volatility and higher financing costs.
Removed
As backlogs reduced, lift truck manufacturing volumes are projected to be down in 2025 as supply and demand factors find their level with industry bookings expected to rebound in the second half of 2025. Although the North American lift truck industry faces production headwinds entering 2025, we remain generally optimistic about this segment.
Added
Despite these broader market pressures and aggressive competitive discounting, we maintained disciplined inventory management and reduced new equipment inventory by $51.5 million year over year, improving asset efficiency and positioning us well entering 2026.
Removed
This confidence stems from the resilience of our material handling end markets - key pillars of the U.S. economy such as food production, retail, and logistics - as well as our ability to continue gaining market share.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

167 edited+28 added−26 removed107 unchanged
Biggest changeThe fixed price swap contracts to purchase gasoline and diesel fuel are derivative instruments not designated as hedging instruments under Topic 815. 64 The following table summarizes the maturity dates, unit of measure and notional value for the derivative instruments as of December 31, 2024: Maturity Date of Derivatives Currency / Unit of Measure Notional Value Interest rate cap ( December 2025 ) One-month SOFR $ 200.0 Fuel swaps (various through February 2026 ) Gallons 4.0 The following table sets forth the location and fair values of the Company’s derivative financial instruments on the Consolidated Balance Sheets: Asset Derivatives Liability Derivatives Derivative designated as hedge Balance Sheet location December 31, 2024 December 31, 2023 Balance Sheet location December 31, 2024 December 31, 2023 Interest rate cap - current portion Prepaid expenses and other current assets $ 0.2 $ — Other current liabilities $ 1.6 $ 1.6 Interest rate cap - long-term Other assets — 1.7 Other liabilities — 1.6 NOTE 15 — BUSINESS COMBINATIONS The following table summarizes the net assets acquired by segment from our 2023 acquisitions: Material Handling Construction Total Cash $ 0.1 $ 0.6 $ 0.7 Accounts receivable 0.3 7.9 8.2 Inventories 0.8 37.6 38.4 Prepaid expenses and other current assets — 0.8 0.8 Rental fleet 1.0 10.8 11.8 Property and equipment 0.1 1.8 1.9 Operating lease right-of-use assets 1.9 2.7 4.6 Other intangible assets — 13.5 13.5 Goodwill 1.1 6.8 7.9 Other assets — 0.3 0.3 Total assets $ 5.3 $ 82.8 $ 88.1 Floor plan payable – new equipment $ — $ ( 9.2 ) $ ( 9.2 ) Accounts payable ( 0.7 ) ( 9.3 ) ( 10.0 ) Customer deposits — ( 0.1 ) ( 0.1 ) Accrued expenses — ( 3.1 ) ( 3.1 ) Current operating lease liabilities ( 0.2 ) ( 0.4 ) ( 0.6 ) Current deferred revenue — ( 0.6 ) ( 0.6 ) Long-term operating lease liabilities ( 1.7 ) ( 2.3 ) ( 4.0 ) Deferred tax liability — ( 5.4 ) ( 5.4 ) Total liabilities $ ( 2.6 ) $ ( 30.4 ) $ ( 33.0 ) Net assets acquired $ 2.7 $ 52.4 $ 55.1 Assets acquired net of cash $ 2.6 $ 51.8 $ 54.4 Burris On October 13, 2023, Alta closed its acquisition of Burris, a privately held premier distributor of market leading construction and turf equipment with three locations in Illinois.
Biggest changeT he fuel swap contracts are in gallons with various maturity dates through February 2027 with a total notional value of $ 5.2 million as of December 31, 2025 : The following table sets forth the location and fair values of the Company’s derivative financial instruments on the Consolidated Balance Sheets: Asset Derivatives Liability Derivatives Derivatives designated as hedge Balance Sheet location December 31, 2025 December 31, 2024 Balance Sheet location December 31, 2025 December 31, 2024 Interest rate cap - current portion Prepaid expenses and other current assets $ — $ 0.2 Other current liabilities $ — $ 1.6 Derivatives not designated as hedge Fuel swaps - current portion Prepaid expenses and other current assets — — Other current liabilities 0.3 0.3 Fuel swaps - long-term Other assets — — Other liabilities 0.1 0.1 NOTE 15 — BUSINESS COMBINATIONS AND DIVESTITURES On March 14, 2025, the Company purchased the assets of Les Chariots Elevateurs Du Quebec Inc.
If the carrying amount of a reporting unit’s net assets is greater than its fair value, we recognize a goodwill impairment for the amount of the excess of the net assets over the fair value, not to exceed the book value of goodwill.
If the carrying value of a reporting unit’s net assets is greater than its fair value, we recognize a goodwill impairment for the amount of the excess of the net assets over the fair value, not to exceed the book value of goodwill.
The Notes and the guarantors thereof are secured, subject to certain exceptions and permitted liens, by second-priority liens on substantially all of 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.
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.
AND SUBSIDIARIES Notes to Consolidated Financial Statements (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 Quebec and Ontario.
AND SUBSIDIARIES Notes to Consolidated Financial Statements (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, Maritime, and Quebec.
Internal Revenue Code (the "Code") to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the plan year. • The “Surcharge Imposed” column indicates whether a surcharge was paid during the most recent annual period presented for the Company’s contributions to any plan in the red zone in accordance with the requirements of the Code. • The last column lists the expiration dates of the collective bargaining agreements with the Company.
Internal Revenue Code (the “Code”) to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the plan year. • The “Surcharge Imposed” column indicates whether a surcharge was paid during the most recent annual period presented for the Company’s contributions to any plan in the red zone in accordance with the requirements of the Code. • The last column lists the expiration dates of the collective bargaining agreements with the Company.
Due to the inherent uncertainty involved with estimates, actual results may differ. Refer to Critical Accounting Policies and Estimates within Item 7 for more information on items in the consolidated financial statements we consider require significant estimation or judgment. 47 Inventory Valuation Inventories are stated at the lower of cost or net realizable value.
Due to the inherent uncertainty involved with estimates, actual results may differ. Refer to Critical Accounting Policies and Estimates within Item 7 for more information on items in the consolidated financial statements we consider to require significant estimation or judgment. Inventory Valuation Inventories are stated at the lower of cost or net realizable value.
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. Service revenues: The Company records service revenues primarily from guaranteed maintenance contracts and periodic services with customers.
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. 51 Service revenues: The Company records service revenues primarily from guaranteed maintenance contracts and periodic services with customers.
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.
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 61 period.
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 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, Maritime, and Quebec provinces of Canada.
See Note 17, Segments, for further information. 52 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.
See Note 17, 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.
Lease ROU assets and liabilities are recognized at the commencement date for leases with terms greater than 12 months and meet our capitalization threshold based upon the present value of the remaining future minimum lease payments over the lease term.
Lease ROU assets and liabilities are recognized at the commencement date for leases with terms greater than 12 months and that meet our capitalization threshold based upon the present value of the remaining future minimum lease payments over the lease term.
We calculate the fair value of the RSUs and PSUs at grant date based on the closing market price of our common stock at the date of grant. The compensation expense is recognized on a straight-line basis over the requisite service period of the award.
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 fair values were determined by reference to transacted prices and quotes for these instruments and based upon current borrowing rates with similar maturities, which are Level 2 fair value inputs.
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 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 Secured Overnight Financing Rate ("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 the ABL Facility are based, at the option of the borrowers, on (i) a floating rate based on the Secured Overnight Financing Rate (“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 processing and recording of the Company’s revenue transactions involves a combination of automated and manual processes. 40 We identified the Company’s revenue recognition processes for new and used equipment sales, parts sales, service revenues, and rental equipment sales as a critical audit matter as the Company has a significant volume of revenue transactions throughout the year that rely on manual processes to generate accurate data to record revenue when the customer obtains control of the promised good or when services are completed.
The processing and recording of the Company’s revenue transactions involves a combination of automated and manual processes. 39 We identified the Company’s revenue recognition processes for new and used equipment sales, parts sales, service revenues, and rental equipment sales as a critical audit matter as the Company has a significant volume of revenue transactions throughout the year that rely on manual processes to generate accurate data to record revenue when the customer obtains control of the promised good or when services are completed.
Diluted EPS is calculated by dividing net income by the weighted-average number of common shares outstanding, after giving effect to all potential dilutive common shares outstanding during the period.
Diluted EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, after giving effect to all potential dilutive common shares outstanding during the period.
There are no plans where the amount contributed by the Company represents more than 5 % of the total contributions to the plan for the years ended December 31, 2024, 2023 and 2022. 66 Multiple Employer Pension Plans: Pension Fund EIN Pension Protection Act Zone Status & Plan Year- End FIP/RP Status Contributions of Alta Equipment Group Inc. and Subsidiaries Surcharge Imposed Expiration Date of Collective- Bargaining Agreement 2024 2023 2024 2023 2022 Midwest Operating Engineers Local Union No. 150 Pension Trust Fund 36-6140097 Green 3/31/2024 Green 3/31/2023 None $ 3.0 $ 2.8 $ 2.4 No 5/31/2027 Operating Engineers Local Union No. 324 Pension Fund 38-1900637 Red 4/30/2024 Red 4/30/2023 Implemented 1.7 1.6 1.2 Yes 9/30/2027 All Other Multiemployer Pension Plans (1) 1.7 1.5 1.2 Various $ 6.4 $ 5.9 $ 4.8 (1) All Other Multiemployer Pension Plans includes 13 plans, none of which are individually significant when considering contributions to the plan, severity of the underfunded status, or other factors.
There are no plans where the amount contributed by the Company represents more than 5 % of the total contributions to the plan for the years ended December 31, 2025, 2024 and 2023. 64 Multiple Employer Pension Plans: Pension Fund EIN Pension Protection Act Zone Status & Plan Year- End FIP/RP Status Contributions of Alta Equipment Group Inc. and Subsidiaries Surcharge Imposed Expiration Date of Collective- Bargaining Agreement 2025 2024 2025 2024 2023 Midwest Operating Engineers Local Union No. 150 Pension Trust Fund 36-6140097 Green 3/31/2025 Green 3/31/2024 None $ 3.6 $ 3.0 $ 2.8 No 5/31/2027 Operating Engineers Local Union No. 324 Pension Fund 38-1900637 Red 4/30/2025 Red 4/30/2024 Implemented 1.7 1.7 1.6 Yes 9/30/2027 All Other Multiemployer Pension Plans (1) 1.4 1.7 1.5 Various $ 6.7 $ 6.4 $ 5.9 (1) All Other Multiemployer Pension Plans includes 13 plans, none of which are individually significant when considering contributions to the plan, severity of the underfunded status, or other factors.
We do not have any exposure to changing interest rates as of December 31, 2024 on the 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.
We do not have any exposure to changing interest rates as of December 31, 2025 on the 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.
In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets 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 deferred tax assets will not be realized.
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 independent registered public accounting firm, Deloitte & Touche LLP, who audited the consolidated financial statements as of and for the year ended December 31, 2024 included in this Annual Report on Form 10-K has also audited the Company’s internal control over financial reporting as of December 31, 2024. Deloitte & Touche LLP’s report is included herein.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, who audited the consolidated financial statements as of and for the year ended December 31, 2025 included in this Annual Report on Form 10-K has also audited the Company’s internal control over financial reporting as of December 31, 2025. Deloitte & Touche LLP’s report is included herein.
The rent-to-sell categories are depreciated on a percentage of rental revenues realized on the asset, or a unit of activity method of depreciation.
The rent-to-sell categories of equipment are depreciated on a percentage of rental revenues realized on the asset, or a unit of activity method of depreciation.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
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 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 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.
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.
Because of 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.
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.
Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Alta Equipment Group Inc. and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Alta Equipment Group Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Extinguishment of Debt In the second quarter of 2024, in connection with the issuance of the Notes, the Company extinguished our previously issued Senior Secured Second Lien Notes due April 15, 2026. The Company recorded a loss on the extinguishment of $ 6.7 million in the line item "Loss on extinguishment of debt" in our Consolidated Statements of Operations.
Extinguishment of Debt In the second quarter of 2024, in connection with the issuance of the Notes, the Company extinguished our previously issued Senior Secured Second Lien Notes due April 15, 2026. The Company recorded a loss on the extinguishment of $ 6.7 million in the line item “Loss on extinguishment of debt” in our Consolidated Statements of Operations.
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 as of December 31, 2024 and 2023 .
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 as of December 31, 2025 and 2024 .
The Company’s participation in multiemployer plans for the annual periods ended December 31, 2024, 2023 and 2022 is outlined in the table below. For each plan that is individually significant to the Company, the following information is provided: • The “Pension Protection Act Zone Status” available is for plan years that ended in 2024 and 2023.
The Company’s participation in multiemployer plans for the annual periods ended December 31, 2025, 2024 and 2023 is outlined in the table below. For each plan that is individually significant to the Company, the following information is provided: • The “Pension Protection Act Zone Status” available is for plan years that ended in 2025 and 2024.
The Company reviewed our finite-lived intangible assets for impairment and determined that none of the assets were impaired during the years ended December 31, 2024, 2023 and 2022. See Note 2, Summary of Significant Accounting Policies, for more information on the impairment testing.
The Company reviewed our finite-lived intangible assets for impairment and determined that none of the assets were impaired during the years ended December 31, 2025, 2024 and 2023. See Note 2, Summary of Significant Accounting Policies, for more information on the impairment testing.
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 Consolidated Balance Sheets as of December 31, 2024 and 2023.
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 Consolidated Balance Sheets as of December 31, 2025 and 2024.
The Company’s management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Company’s management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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 acquisitions and capital raising activities, corporate governance and 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 provision.
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 acquisitions and capital raising activities, 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 expense.
Contracts with customers do not generally result in significant obligations associated with returns, refunds, or warranties. See Note 3, Revenue Recognition, for more information. Leases The Company's leases are accounted for under Topic 842 - Leases ("Topic 842").
Contracts with customers do not generally result in significant obligations associated with returns, refunds, or warranties. See Note 3, Revenue Recognition, for more information. Leases The Company's leases are accounted for under Topic 842 - Leases (“Topic 842”).
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. Our exposure to market risks primarily consist of interest rate risk associated with our variable and fixed rate debt, prices of certain commodities, and foreign currency exchange rate risks.
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. Our exposure to market risks primarily consist 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.
The realized impact from these foreign currency forward contracts on our Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 was not material. Interest Rate Cap In 2022, we entered into an interest rate cap to protect cash flows from the risks associated with interest payments from interest rate increases on variable rate debt.
The realized impact from these foreign currency forward contracts on our Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 was not material. Interest Rate Cap We entered into an interest rate cap to protect cash flows from the risks associated with interest payments from interest rate increases on variable rate debt.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Based on our most recently completed qualitative assessment in the fourth quarter 2024 , there were no indications of impairment associated with our long-lived assets. Business Combinations We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values on the acquisition date.
Based on our most recently completed qualitative assessment in the fourth quarter 2025 , there were no indications of impairment associated with our long-lived assets. Business Combinations and Divestitures We allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values on the acquisition date.
While the Company does not believe a qualitative assessment would have triggered the required quantitative assessment, the Company bypassed the optional qualitative assessments for each reporting unit and performed quantitative assessments at October 1, 2024, 2023 and 2022.
While the Company does not believe a qualitative assessment would have triggered the required quantitative assessment, the Company bypassed the optional qualitative assessments for each reporting unit and performed quantitative assessments at October 1, 2025, 2024 and 2023.
NOTE 11 — CONTINGENCIES Guarantees As of December 31, 2024 and 2023, the Company was party to certain contracts in which we guarantee the performance of agreements with various third-party financial institutions.
NOTE 11 — CONTINGENCIES Guarantees As of December 31, 2025 and 2024, the Company was party to certain contracts in which we guarantee the performance of agreements with various third-party financial institutions.
Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 70 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Alta Equipment Group Inc.
Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 68 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Alta Equipment Group Inc.
The Company mainly transfers equipment from inventory into rental fleet based on management’s determination of the highest and best use of the equipment. This inventory is carried at the cost of the equipment less any accumulated depreciation.
The Company regularly transfers equipment from inventory into rental fleet based on management’s determination of the highest and best use of the equipment. This inventory is carried at the cost of the equipment less any accumulated depreciation.
The following 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.
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.
Financial Accounting Standards Board ("FASB") guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative analysis.
Financial Accounting Standards Board (“FASB”) guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform the quantitative analysis.
The earn-outs for the acquisitions are measured at fair value in each reporting period, based on Level 3 inputs, with any change to the fair value recorded in the Consolidated Statements of Operations.
The earn-outs are measured at fair value in each reporting period, based on Level 3 inputs, with any change to the fair value recorded in the Consolidated Statements of Operations.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in millions) Year Ended December 31, 2024 2023 2022 Net (loss) income $ ( 62.1 ) $ 8.9 $ 9.3 Other comprehensive (loss) income: Foreign currency translation adjustments ( 3.6 ) 1.6 ( 1.5 ) Change in fair value of derivative, net of tax 0.5 ( 0.5 ) ( 1.4 ) Total other comprehensive (loss) income (1) ( 3.1 ) 1.1 ( 2.9 ) Comprehensive (loss) income $ ( 65.2 ) $ 10.0 $ 6.4 (1) There were no material reclassifications from Accumulated other comprehensive loss reflected in Total other comprehensive (loss) income for the years ended December 31, 2024, 2023 and 2022.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in millions) Year Ended December 31, 2025 2024 2023 Net (loss) income $ ( 80.3 ) $ ( 62.1 ) $ 8.9 Other comprehensive income (loss): Foreign currency translation adjustments 1.9 ( 3.6 ) 1.6 Change in fair value of derivative, net of tax 1.4 0.5 ( 0.5 ) Total other comprehensive income (loss) (1) 3.3 ( 3.1 ) 1.1 Comprehensive (loss) income $ ( 77.0 ) $ ( 65.2 ) $ 10.0 (1) There were no material reclassifications from Accumulated other comprehensive loss reflected in Total other comprehensive (loss) income for the years ended December 31, 2025, 2024 and 2023.
How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s revenue recognition for new and used equipment sales, parts sales, service revenues, and rental equipment sales included the following, among others: • We obtained an understanding of the nature of the revenue recognition process through inquiry with the Company personnel responsible for revenue recognition, walkthrough of individual transactions, and review of contracts with the customers. • We created data visualizations to evaluate trends in the transactional revenue data. • For a sample of new and used equipment sales, parts sales, and rental equipment sales transactions, we performed detail transaction testing to evaluate the accuracy and completeness of recorded revenue by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the transactions. • For a sample of new and used equipment sales, parts sales, and rental equipment sales transactions, we performed detail transaction testing to evaluate the timing of when revenue was recorded by agreeing the timing of the amounts recognized to source documents. • We developed an independent expectation of new and used equipment sales, parts sales, and service revenues using analytical procedures and considering relevant current and historical information and compared our expectations to the recorded revenue. /s/ Deloitte & Touche LLP Detroit, Michigan March 5, 2025 We have served as the Company's auditor since 2022. 41 ALTA EQUIPMENT GROUP INC.
How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s revenue recognition for new and used equipment sales, parts sales, service revenues, and rental equipment sales included the following, among others: • We obtained an understanding of the nature of the revenue recognition process through inquiry with the Company personnel responsible for revenue recognition, walkthrough of individual transactions, and review of contracts with the customers. • We created data visualizations to evaluate trends in the transactional revenue data. • For a sample of new and used equipment sales, parts sales, and rental equipment sales transactions, we performed detail transaction testing to evaluate the accuracy and completeness of recorded revenue by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the transactions. • For a sample of new and used equipment sales, parts sales, and rental equipment sales transactions, we performed detail transaction testing to evaluate the timing of when revenue was recorded by agreeing the timing of the amounts recognized to source documents. • We developed an independent expectation of new and used equipment sales, parts sales, and service revenues using analytical procedures and considering relevant current and historical information and compared our expectations to the recorded revenue. /s/ Deloitte & Touche LLP Detroit, Michigan February 26, 2026 We have served as the Company's auditor since 2022. 40 ALTA EQUIPMENT GROUP INC.
Evaluation of Long-lived Asset Impairment (excluding goodwill) Our long-lived assets principally consist of rental equipment, leases, property and equipment, and other intangible assets excluding goodwill. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Evaluation of Long-lived Asset Impairment (excluding goodwill) 47 Our long-lived assets principally consist of rental equipment, leases, property and equipment, and other intangible assets excluding goodwill. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
OneH2 is a privately held company that produces and delivers hydrogen fuel to end users and manufactures modular hydrogen plants and related equipment. The Company purchased $ 1.6 million, $ 0.4 million and $ 0.3 million of hydrogen fuel from OneH2 for the years ended December 31, 2024, 2023 and 2022, respectively.
OneH2 is a privately held company that produces and delivers hydrogen fuel to end users and manufactures modular hydrogen plants and related equipment. The Company purchased $ 0.6 million, $ 1.6 million and $ 0.4 million of hydrogen fuel from OneH2 for the years ended December 31, 2025, 2024 and 2023, respectively.
Legal Proceedings During the years ended December 31, 2024 and 2023, various claims and lawsuits, incidental to the ordinary course of our business, were pending against the Company.
Legal Proceedings During the years ended December 31, 2025 and 2024, various claims and lawsuits, incidental to the ordinary course of our business, were pending against the Company.
Our annual goodwill impairment testing conducted as of October 1, 2024, 2023 and 2022 indicated that all our reporting units had estimated fair values which exceeded their respective carrying amounts. Based on the results of the tests, there was no goodwill impairment.
Our annual goodwill impairment testing conducted as of October 1, 2025, 2024 and 2023 indicated that all our reporting units had estimated fair values which exceeded their respective carrying values. Based on the results of the tests, there was no goodwill impairment.
The remaining work in process balances as of December 31, 2024 and 2023, 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 $ 15.2 million, $ 12.4 million and $ 7.6 million for the years ended December 31, 2024, 2023 and 2022 , respectively.
The remaining work in process balances as of December 31, 2025 and 2024, 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 $ 13.6 million, $ 15.2 million and $ 12.4 million for the years ended December 31, 2025, 2024 and 2023 , respectively.
For the purchases of unleaded and diesel fuel that we expect to purchase at market prices in the next 12 months, each $0.10 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.
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.
Based upon balances and exchange rates as of December 31, 2024, 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. 39 Ite m 8. Financial Statements and Supplementary Data.
Based upon balances and exchange rates as of December 31, 2025, 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. 38 Ite m 8. Financial Statements and Supplementary Data.
(2) See definition in Part II Item 7 under Non-GAAP Financial Measures . NOTE 18 — EAR NINGS PER SHARE Basic earnings per share ("EPS") is calculated by dividing net income by the weighted-average number of common shares outstanding during the period and includes vested, unissued RSUs, PSUs, and ESPP shares.
(2) See definition in Part II Item 7 under Non-GAAP Financial Measures . NOTE 18 — EAR NINGS PER SHARE Basic earnings per share (“EPS”) is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period and includes vested, unissued RSUs and ESPP shares.
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 $ 29.4 million, $ 27.7 million, and $ 15.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
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 $ 40.6 million, $ 29.4 million, and $ 27.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
NOTE 13 — STOCK BASED COMPENSATION The Company’s plan is to have broad-based, long-term 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").
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” ).
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.
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.
We include all common share equivalents granted under our stock-based compensation plan, including ESPP, 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.
We include all common stock share equivalents granted under our stock-based compensation plan, including ESPP, 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.
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Alta Equipment Group Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for the years ended December 31, 2024, and the related notes, and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Alta Equipment Group Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
There were no material taxes associated with Total other comprehensive (loss) income for the years ended December 31, 2024, 2023 and 2022 . The accompanying notes are an integral part of these consolidated financial statements. 44 ALTA EQUIPMENT GROUP INC.
There were no material taxes associated with Total other comprehensive (loss) income for the years ended December 31, 2025, 2024 and 2023 . The accompanying notes are an integral part of these consolidated financial statements. 43 ALTA EQUIPMENT GROUP INC.
Unless the context otherwise requires, the use of the terms “the Company”, “we”, “us,” and “our” in these notes to the consolidated financial statements refers to Alta Equipment Group Inc. and its consolidated subsidiaries.
Unless the context otherwise requires, the use of the terms “the Company”, “we”, “us”, and “our” in these notes to the consolidated financial statements refers to Alta Equipment Group Inc. and its consolidated subsidiaries.
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 previous rental agreement, and therefore control has been transferred concurrently with the title.
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.
The Company intends to indefinitely reinvest the undistributed earnings of our foreign subsidiaries and expect future U.S. cash generation to be sufficient to meet future U.S. cash needs. The undistributed earnings of foreign subsidiaries and related unrecognized deferred tax liability are not material as of December 31, 2024 and 2023.
The Company intends to indefinitely reinvest the undistributed earnings of our foreign subsidiaries and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. The undistributed earnings of foreign subsidiaries and related unrecognized deferred tax liability are not material as of December 31, 2025 and 2024.
Most of the Company’s revenue is 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 it 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.
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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
The sublease income is included in "Rental revenues" on our Consolidated Statements of Operations. Sublease income below includes subleases of primarily 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.
The sublease income is included in “Rental revenues” on our 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.
The effective interest rate at December 31, 2024 and December 31, 2023 was 7.4 % and 8.2 % , 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.
The effective interest rate at December 31, 2025 and 2024 was 6.7 % and 7.4 % , 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.
Long-term debt principal maturities, excluding finance leases which are disclosed in Note 10, Leases, were as follows: Years ending December 31, Amount 2025 $ — 2026 — 2027 — 2028 — 2029 682.9 Thereafter — Total $ 682.9 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 Consolidated Balance Sheets related to the Company's acquisitions of Ault, Ecoverse , Peaklogix LLC, and Ginop Sales, Inc.
Long-term debt principal maturities, excluding finance leases which are disclosed in Note 10, Leases, were as follows: Years ending December 31, Amount 2026 $ — 2027 — 2028 — 2029 713.6 2030 — Thereafter — Total $ 713.6 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 Consolidated Balance Sheets related to the Company's acquisitions of Ault, Ecoverse , and Peaklogix LLC.
The following table sets forth the Company’s contingent consideration liabilities recorded at fair value and their presentation on the Consolidated Balance Sheets: Level 3 Balance Sheet Location December 31, 2024 December 31, 2023 Other current liabilities $ — $ 0.4 Other liabilities 5.7 4.2 The following is a summary of changes to Level 3 instruments for the years ended December 31, 2024 and 2023: Contingent Consideration Balance, December 31, 2022 $ 9.8 Changes in fair value 1.1 Payments ( 1.2 ) Non-contingent reclass ( 5.1 ) Balance, December 31, 2023 $ 4.6 Changes in fair value 1.1 Balance, December 31, 2024 $ 5.7 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.
The following table sets forth the Company’s contingent consideration liabilities measured and recorded at fair value and their presentation on the Consolidated Balance Sheets: Level 3 Balance Sheet Location December 31, 2025 December 31, 2024 Other liabilities 2.8 5.7 The following is a summary of changes to Level 3 instruments for the years ended December 31, 2025 and 2024: Contingent Consideration Balance, December 31, 2023 $ 4.6 Changes in fair value 1.1 Balance, December 31, 2024 $ 5.7 Changes in fair value ( 2.9 ) Balance, December 31, 2025 $ 2.8 62 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.
Unbilled rental revenues are included as a component of "Accounts receivable, net" on the 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 Consolidated Statements of Operations, respectively.
Unbilled rental revenues are included as a component of “Accounts receivable, net” on the 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 Consolidated Statements of Operations, respectively.
NOTE 17 — 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 electric vehicles and corporate, are included in "Corporate and Other".
NOTE 17 — 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 First Lien Floor Plan Facility is collateralized by substantially all assets of the Company. As of December 31, 2024 and December 31, 2023, the Company had an outstanding balance on our First Lien Floor Plan Facility of $ 54.7 million and $ 67.4 million, respectively, excluding unamortized debt issuance costs.
The First Lien Floor Plan Facility is collateralized by substantially all assets of the Company. As of December 31, 2025 and 2024, the Company had an outstanding balance on our First Lien Floor Plan Facility of $ 47.7 million and $ 54.7 million, respectively, excluding unamortized debt issuance costs.
The Company uses the guidance in Topic 740 - Income Taxes ("Topic 740") asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards.
The Company uses the guidance in Topic 740 - Income Taxes (“Topic 740”) to apply the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying values and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards.
At December 31, 2024 and 2023, assets recorded under finance leases, net of accumulated depreciation were $ 43.6 million and $ 37.6 million, respectively. The assets are depreciated over the lesser of their related lease terms or estimated useful lives.
At December 31, 2025 and 2024, assets recorded under finance leases, net of accumulated depreciation were $ 36.1 million and $ 43.6 million, respectively. The assets are depreciated over the lesser of their related lease terms or estimated useful lives.
NOTE 4 — RELATED PARTY TRANSACTIONS Our Chief Executive Officer ("CEO"), Chief Financial Officer, and Chief Operating 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.
NOTE 4 — RELATED PARTY TRANSACTIONS Our CEO and CFO 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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 5, 2025, expressed an unqualified opinion on those financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Interest rate risk: Our earnings may be affected by changes in interest rates on the asset-based revolving line of credit ("ABL Facility") and Floor Plan Facilities.
Interest rate risk: Our earnings may be affected by changes in interest rates on the asset-based revolving line of credit (“ABL Facility”) and Floor Plan Facilities.
A portion of the deferred revenue is recognized based upon usage of the equipment and therefore may vary from our current expectation. For the years ended December 31, 2024 and 2023, the Company recognized revenues of $ 14.0 million and $ 13.9 million, respectively, from the prior year ending deferred revenue balance.
A portion of the deferred revenue is recognized based upon usage of the equipment and therefore may vary from our current expectation. For the years ended December 31, 2025 and 2024, the Company recognized revenues of $ 12.6 million and $ 14.0 million, respectively, from the prior year ending deferred revenue balance.

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