10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,

2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-38864

ALTA EQUIPMENT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	83-2583782
(State or other jurisdiction<br>of incorporation or organization)	(IRS Employer<br>Identification No.)

13211 Merriman Road, Livonia, Michigan 48150

(Address of principal executive offices)(Zip Code)

(248) 449-6700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	ALTG	The New York Stock Exchange
Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share	ALTG PRA	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 8, 2024, there were 33,256,321 shares of Common Stock, $0.0001 par value, and 1,200 shares of Preferred Stock, $0.0001 par value, which Preferred Stock is evidenced by 1,200,000 depositary shares, outstanding.

INDEX

			Page
PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Interim Financial Statements (Unaudited)		4
	Condensed Consolidated Balance Sheets (Unaudited)		4
	Condensed Consolidated Statements of Operations (Unaudited)		5
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)		6
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)		7
	Condensed Consolidated Statements of Cash Flows (Unaudited)		9
	Notes to Unaudited Condensed Consolidated Financial Statements		10
	Note 1.	Organization and Nature of Operations	10
	Note 2.	Summary of Significant Accounting Policies	10
	Note 3.	Revenue Recognition	11
	Note 4.	Related Party Transactions	13
	Note 5.	Inventories	14
	Note 6.	Property and Equipment and Rental Fleet	14
	Note 7.	Goodwill and Other Intangible Assets	15
	Note 8.	Floor Plans	15
	Note 9.	Long-Term Debt	16
	Note 10.	Leases	17
	Note 11.	Contingencies	19
	Note 12.	Income Taxes	19
	Note 13.	Stock-Based Compensation	19
	Note 14.	Fair Value of Financial Instruments	20
	Note 15.	Business Combinations	22
	Note 16.	Segments	22
	Note 17.	Earnings Per Share	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		40
Item 4.	Controls and Procedures		41
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		42
Item 1A.	Risk Factors		42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		42
Item 3.	Defaults Upon Senior Securities		42
Item 4.	Mine Safety Disclosures		42
Item 5.	Other Information		42
Item 6.	Exhibits		43
	Signature		44

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this Form 10-Q may be considered “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by any such forward-looking statements. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward-looking statements may include, for example, statements about: our future financial performance; our plans for expansion and acquisitions; and changes in our strategy, future operations, financial position, estimated revenues, income or loss, projected costs, prospects, plans and objectives of management.

These forward-looking statements are based on current information available, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Some factors that could cause actual results to differ include, but are not limited to:

• supply chain disruptions, inflationary pressures resulting from supply chain disruptions or a tightening labor market;
• negative impacts on customer payment policies and adverse banking and governmental regulations, resulting in a potential reduction to the fair value of our assets;
• the performance and financial viability of key suppliers, contractors, customers and financing sources;
• economic, industry, business and political conditions including their effects on governmental policy and government actions that disrupt our supply chain or sales channels;
• fluctuations in interest rates;
• the demand and market price for our equipment and product support;
• collective bargaining agreements and our relationship with our union-represented employees;
• our success in identifying acquisition targets and integrating acquisitions;
• our success in expanding into and doing business in additional markets;
• our ability to raise capital at favorable terms;
• the competitive environment for our products and services;
• our ability to continue to innovate and develop new business lines;
• our ability to attract and retain key personnel, including, but not limited to, skilled technicians;
• our ability to maintain our listing on the New York Stock Exchange (“NYSE”);
• the impact of cyber or other security threats or other disruptions to our businesses;
• our ability to realize the anticipated benefits of acquisitions or divestitures, rental fleet and other organic investments or internal reorganizations;
• federal, state and local government budget uncertainty, especially as it relates to infrastructure projects and taxation;
• currency risks and other risks associated with international operations; and
• other risks and uncertainties identified in the section entitled “Risk Factors” in our annual report on Form 10-K and other filings with the United States ("U.S.") Securities and Exchange Commission (the “SEC”).

For a discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see our filings with the SEC including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and in this Quarterly Report on Form 10-Q. The foregoing list of factors is not exclusive and undue reliance should not be placed upon any forward-looking statements, which speak only as of the date made.

Item 1. Financial Statements

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share and per share amounts)

			December 31,<br>2023
ASSETS
Cash	14.6		$	31.0
Accounts receivable, net of allowances of 15.5 and 12.4 as of September 30, 2024 and December 31, 2023, respectively	217.4			249.3
Inventories, net	565.2			530.7
Prepaid expenses and other current assets	29.2			27.0
Total current assets	826.4			838.0
NON-CURRENT ASSETS
Property and equipment, net	85.0			73.4
Rental fleet, net	385.3			391.4
Operating lease right-of-use assets, net	108.9			110.9
Goodwill	81.1			76.7
Other intangible assets, net	58.0			66.3
Other assets	4.4			14.2
TOTAL ASSETS	1,549.1		$	1,570.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Floor plan payable – new equipment	309.2		$	297.8
Floor plan payable – used and rental equipment	86.7			99.5
Current portion of long-term debt	10.1			7.7
Accounts payable	93.7			97.0
Customer deposits	13.2			17.4
Accrued expenses	65.1			59.7
Current operating lease liabilities	15.1			15.9
Current deferred revenue	12.3			16.2
Other current liabilities	6.9			23.9
Total current liabilities	612.3			635.1
NON-CURRENT LIABILITIES
Line of credit, net	197.3			315.9
Long-term debt, net of current portion	478.7			312.3
Finance lease obligations, net of current portion	36.6			31.1
Deferred revenue, net of current portion	4.2			4.2
Long-term operating lease liabilities, net of current portion	99.2			99.6
Deferred tax liabilities	11.2			7.7
Other liabilities	13.9			15.3
TOTAL LIABILITIES	1,453.4			1,421.2
CONTINGENCIES - NOTE 11
STOCKHOLDERS’ EQUITY
Preferred stock, 0.0001 par value per share, 1,000,000 shares authorized, 1,200 shares issued and outstanding at both September 30, 2024 and December 31, 2023 (1,200,000 Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock)	—			—
Common stock, 0.0001 par value per share, 200,000,000 shares authorized; 33,092,441 and 32,369,820 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	—			—
Additional paid-in capital	242.6			233.8
Treasury stock at cost, 1,093,516 and 862,182 shares of common stock held at September 30, 2024 and December 31, 2023, respectively	(7.9	)		(5.9	)
Accumulated deficit	(136.0	)		(76.4	)
Accumulated other comprehensive loss	(3.0	)		(1.8	)
TOTAL STOCKHOLDERS’ EQUITY	95.7			149.7
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,549.1		$	1,570.9

All values are in US Dollars.

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except share and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
New and used equipment sales	$	219.8		$	253.6		$	699.9		$	727.8
Parts sales		75.6			69.5			226.5			209.2
Service revenues		64.6			60.6			194.8			180.5
Rental revenues		53.7			54.0			155.9			147.1
Rental equipment sales		35.1			28.5			101.4			90.7
Total revenues		448.8			466.2			1,378.5			1,355.3
Cost of revenues:
New and used equipment sales		184.4			212.0			588.7			601.3
Parts sales		50.0			45.3			149.2			138.2
Service revenues		26.3			26.5			80.2			77.0
Rental revenues		5.6			5.7			18.5			18.0
Rental depreciation		30.6			29.6			88.5			80.1
Rental equipment sales		27.3			21.0			76.2			66.5
Total cost of revenues		324.2			340.1			1,001.3			981.1
Gross profit		124.6			126.1			377.2			374.2
General and administrative expenses		110.6			106.8			339.7			316.0
Non-rental depreciation and amortization		7.2			5.4			21.3			16.0
Total operating expenses		117.8			112.2			361.0			332.0
Income from operations		6.8			13.9			16.2			42.2
Other (expense) income:
Interest expense, floor plan payable – new equipment		(3.2	)		(2.4	)		(8.7	)		(5.8	)
Interest expense – other		(19.4	)		(12.8	)		(49.2	)		(35.1	)
Other (expense) income		(0.3	)		1.4			1.6			2.6
Loss on extinguishment of debt		—			—			(6.7	)		—
Total other expense, net		(22.9	)		(13.8	)		(63.0	)		(38.3	)
(Loss) income before taxes		(16.1	)		0.1			(46.8	)		3.9
Income tax provision (benefit)		11.6			(7.3	)		4.7			(6.9	)
Net (loss) income		(27.7	)		7.4			(51.5	)		10.8
Preferred stock dividends		(0.7	)		(0.7	)		(2.2	)		(2.2	)
Net (loss) income available to common stockholders	$	(28.4	)	$	6.7		$	(53.7	)	$	8.6
Basic (loss) income per share	$	(0.86	)	$	0.21		$	(1.62	)	$	0.27
Diluted (loss) income per share	$	(0.86	)	$	0.20		$	(1.62	)	$	0.26
Basic weighted average common shares outstanding		33,207,768			32,368,112			33,185,437			32,320,346
Diluted weighted average common shares outstanding		33,207,768			32,729,517			33,185,437			32,631,082

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)

(in millions)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net (loss) income	$	(27.7	)	$	7.4		$	(51.5	)	$	10.8
Other comprehensive (loss) income:
Foreign currency translation adjustments		0.5			(0.7	)		(1.1	)		0.1
Change in fair value of derivative, net of tax		(1.5	)		0.3			(0.1	)		1.5
Total other comprehensive (loss) income (1)		(1.0	)		(0.4	)		(1.2	)		1.6
Comprehensive (loss) income	$	(28.7	)	$	7.0		$	(52.7	)	$	12.4

(1) There were no material reclassifications from Accumulated other comprehensive (loss) income reflected in Total other comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023. There were no material taxes associated with Total other comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023.

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(in millions, except share and per share amounts)

				Common Stock
		Amount		Number of<br>Shares			Amount		Additional<br>Paid-in<br>Capital			Accumulated<br>Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total<br>Stockholders'<br>Equity (Deficit)
Balance at December 31, 2023	1,200,000	$	—		32,369,820		$	—	$	233.8		$	(76.4	)	$	(5.9	)	$	(1.8	)	$	149.7
Net loss	—		—		—			—		—			(11.9	)		—			—			(11.9	)
Dividends on preferred stock, 0.625 per share	—		—		—			—		—			(0.8	)		—			—			(0.8	)
Dividends on common stock and dividend equivalent on stock-based compensation, 0.057 per share	—		—		—			—		—			(1.9	)		—			—			(1.9	)
Stock-based compensation including employee stock purchase plan	—		—		435,539			—		2.2			—			—			—			2.2
Foreign currency translation adjustments	—		—		—			—		—			—			—			(1.1	)		(1.1	)
Change in fair value of derivative, net of tax	—		—		—			—		—			—			—			0.7			0.7
Balance at March 31, 2024	1,200,000	$	—		32,805,359		$	—	$	236.0		$	(91.0	)	$	(5.9	)	$	(2.2	)	$	136.9
Net loss	—		—		—			—		—			(11.9	)		—			—			(11.9	)
Dividends on preferred stock, 0.625 per share	—		—		—			—		—			(0.7	)		—			—			(0.7	)
Dividends on common stock and dividend equivalent on stock-based compensation, 0.057 per share	—		—		—			—		—			(2.0	)		—			—			(2.0	)
Stock-based compensation including employee stock purchase plan	—		—		36,269			—		1.3			—			—			—			1.3
Acquisition contingent consideration	—		—		339,847			—		3.4			—			—			—			3.4
Foreign currency translation adjustments	—		—		—			—		—			—			—			(0.5	)		(0.5	)
Change in fair value of derivative, net of tax	—		—		—			—		—			—			—			0.7			0.7
Repurchase of common stock	—		—		(231,334	)		—		—			—			(2.0	)		—			(2.0	)
Balance at June 30, 2024	1,200,000	$	—		32,950,141		$	—	$	240.7		$	(105.6	)	$	(7.9	)	$	(2.0	)	$	125.2
Net loss	—		—		—			—		—			(27.7	)		—			—			(27.7	)
Dividends on preferred stock, 0.625 per share	—		—		—			—		—			(0.7	)		—			—			(0.7	)
Dividends on common stock and dividend equivalent on stock-based compensation, 0.057 per share	—		—		—			—		—			(2.0	)		—			—			(2.0	)
Stock-based compensation including employee stock purchase plan	—		—		142,300			—		2.3			—			—			—			2.3
Acquisition contingent consideration	—		—		—			—		(0.4	)		—			—			—			(0.4	)
Foreign currency translation adjustments	—		—		—			—		—			—			—			0.5			0.5
Change in fair value of derivative, net of tax	—		—		—			—		—			—			—			(1.5	)		(1.5	)
Balance at September 30, 2024	1,200,000	$	—		33,092,441		$	—	$	242.6		$	(136.0	)	$	(7.9	)	$	(3.0	)	$	95.7

All values are in US Dollars.

				Common Stock
		Amount		Number of<br>Shares		Amount		Additional<br>Paid-in<br>Capital		Accumulated<br>Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total<br>Stockholders'<br>Equity (Deficit)
Balance at December 31, 2022	1,200,000	$	—		32,194,243	$	—	$	222.8	$	(74.2	)	$	(5.9	)	$	(2.9	)	$	139.8
Net income	—		—		—		—		—		1.0			—			—			1.0
Dividends on preferred stock, 0.625 per share	—		—		—		—		—		(0.8	)		—			—			(0.8	)
Dividends on common stock and dividend equivalent on stock-based compensation, 0.057 per share	—		—		—		—		—		(1.9	)		—			—			(1.9	)
Impact of adoption of new accounting standard	—		—		—		—		—		(0.5	)		—			—			(0.5	)
Stock-based compensation	—		—		173,869		—		0.8		—			—			—			0.8
Foreign currency translation adjustments	—		—		—		—		—		—			—			0.1			0.1
Change in fair value of derivatives, net of tax	—		—		—		—		—		—			—			(0.4	)		(0.4	)
Balance at March 31, 2023	1,200,000	$	—		32,368,112	$	—	$	223.6	$	(76.4	)	$	(5.9	)	$	(3.2	)	$	138.1
Net income	—		—		—		—		—		2.4			—			—			2.4
Dividends on preferred stock, 0.625 per share	—		—		—		—		—		(0.7	)		—			—			(0.7	)
Dividends on common stock and dividend equivalent on stock-based compensation, 0.057 per share	—		—		—		—		—		(1.8	)		—			—			(1.8	)
Stock-based compensation	—		—		—		—		1.1		—			—			—			1.1
Foreign currency translation adjustments	—		—		—		—		—		—			—			0.7			0.7
Change in fair value of derivatives, net of tax	—		—		—		—		—		—			—			1.6			1.6
Balance at June 30, 2023	1,200,000	$	—		32,368,112	$	—	$	224.7	$	(76.5	)	$	(5.9	)	$	(0.9	)	$	141.4
Net income	—		—		—		—		—		7.4			—			—			7.4
Dividends on preferred stock, 0.625 per share	—		—		—		—		—		(0.7	)		—			—			(0.7	)
Dividends on common stock and dividend equivalent on stock-based compensation, 0.057 per share	—		—		—		—		—		(2.0	)		—			—			(2.0	)
Stock-based compensation	—		—		—		—		1.4		—			—			—			1.4
Foreign currency translation adjustments	—		—		—		—		—		—			—			(0.7	)		(0.7	)
Change in fair value of derivative, net of tax	—		—		—		—		—		—			—			0.3			0.3
Proceeds from stockholder short-swing profits	—		—		—		—		0.4		—			—			—			0.4
Balance at September 30, 2023	1,200,000		—		32,368,112	$	—	$	226.5	$	(71.8	)	$	(5.9	)	$	(1.3	)	$	147.5

All values are in US Dollars.

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Nine Months Ended September 30,
	2024			2023
OPERATING ACTIVITIES
Net (loss) income	$	(51.5	)	$	10.8
Adjustments to reconcile net (loss) income to net cash flows provided by (used in) operating activities
Depreciation and amortization		109.8			96.1
Amortization of debt discount and debt issuance costs		2.6			1.4
Imputed interest		0.3			0.8
Loss on sale of property and equipment		—			0.3
Gain on sale of rental equipment		(25.2	)		(24.2	)
Provision for inventory obsolescence		1.4			3.1
Provision for losses on accounts receivable		5.2			5.1
Loss on debt extinguishment		6.7			—
Change in fair value of derivative instruments		(2.2	)		2.2
Stock-based compensation expense		3.9			3.3
Changes in deferred income taxes		5.2			(7.4	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		26.5			(32.7	)
Inventories		(152.2	)		(247.4	)
Proceeds from sale of rental equipment - rent-to-sell		92.5			87.0
Prepaid expenses and other assets		3.2			(5.5	)
Manufacturers floor plans payable		8.4			97.9
Accounts payable, accrued expenses, customer deposits, and other current liabilities		(13.6	)		(6.9	)
Leases, deferred revenue, net of current portion and other liabilities		1.1			(7.0	)
Net cash provided by (used in) operating activities		22.1			(23.1	)
INVESTING ACTIVITIES
Expenditures for rental equipment		(45.6	)		(48.7	)
Expenditures for property and equipment		(11.4	)		(8.6	)
Proceeds from sale of property and equipment		2.3			0.8
Proceeds from sale of rental equipment - rent-to-rent		8.9			3.7
Acquisitions of businesses, net of cash acquired		—			(1.6	)
Other investing activities		(2.2	)		(2.5	)
Net cash used in investing activities		(48.0	)		(56.9	)
FINANCING ACTIVITIES
Expenditures for debt issuance costs		(1.9	)		—
Extinguishment of long-term debt		(319.4	)		—
Proceeds from line of credit and long-term borrowings		899.6			278.5
Principal payments on line of credit, long-term debt, and finance lease obligations		(546.1	)		(197.0	)
Proceeds from non-manufacturer floor plan payable		101.3			148.3
Payments on non-manufacturer floor plan payable		(110.6	)		(138.5	)
Preferred stock dividends paid		(2.2	)		(2.2	)
Common stock dividends declared and paid		(5.9	)		(5.7	)
Repurchases of common stock		(2.0	)		—
Other financing activities		(3.1	)		(5.2	)
Net cash provided by financing activities		9.7			78.2
Effect of exchange rate changes on cash		(0.2	)		0.5
NET CHANGE IN CASH		(16.4	)		(1.3	)
Cash, Beginning of year		31.0			2.7
Cash, End of period	$	14.6		$	1.4
Supplemental schedule of noncash investing and financing activities:
Noncash asset purchases:
Net transfer of assets from inventory to rental fleet	$	105.6		$	143.0
Contingent and non-contingent consideration for business acquisitions		0.2			—
Supplemental disclosures of cash flow information
Cash paid for interest	$	43.8		$	33.8
Cash paid for income taxes	$	1.5		$	4.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALTA EQUIPMENT GROUP INC. AND SUBSIDIARIES

Notes to Unaudited Condensed 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. Unless the context otherwise requires, the use of the terms “the Company”, “we”, “us,” and “our” in these notes to the unaudited condensed consolidated financial statements refers to Alta Equipment Group Inc. and its consolidated subsidiaries.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the consolidated accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, all adjustments, consisting of all normal and recurring adjustments, considered necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the 2023 Form 10-K. All intercompany transactions and balances have been eliminated in the preparation of the condensed consolidated financial statements.

Immaterial restatement of prior period financial statements

Subsequent to the issuance of the Company’s Consolidated Financial Statements filed on Form 10-K for the period ended December 31, 2023, the Company identified a multi-year error in the presentation of its Consolidated Statement of Cash Flows. Management determined its presentation of the proceeds from the sale of rent-to-rent equipment was incorrectly presented as an operating cash flow as opposed to an investing cash flow. The effect of this error was an overstatement of net cash provided by operating activities by $6.6 million, $7.5 million, and $5.4 million for the years ended December 31, 2021, 2022, and 2023, respectively, with a corresponding overstatement of net cash used in investing activities. The effect of this error was an understatement of net cash used in operating activities by $3.7 million for the nine months ended September 30, 2023, with a corresponding overstatement of net cash used in investing activities. Further, in the nine months ended September 30, 2024, the Company recorded an out-of-period adjustment for the three months ended March 31, 2024 and six months ended June 30, 2024 of $1.7 million and $3.2 million, respectively, for this same error. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. Management has evaluated quantitative and qualitative factors for this misstatement and has concluded it was not material to the prior periods.

The following table reflects the effects of the correction on all affected line items of the Company’s previously reported Condensed Consolidated Financial Statements presented in this Form 10-Q:

	Nine Months Ended September 30, 2023
	As Previously Reported			Adjustment			As Restated
OPERATING ACTIVITIES
Proceeds from sale of rental equipment - rent-to-sell	$	90.7		$	(3.7	)	$	87.0
Net cash used in operating activities		(19.4	)		(3.7	)		(23.1	)
INVESTING ACTIVITIES
Proceeds from sale of rental equipment - rent-to-rent		0.0			3.7			3.7
Net cash used in investing activities		(60.6	)		3.7			(56.9	)

Reclassification

The Company has separately disclosed Rental fleet, net in its Condensed Consolidated Balance Sheet as of December 31, 2023, which was previously presented within Property and equipment, net in our Annual Report on Form 10-K. We have also updated all accompanying footnotes and disclosures affected by the reclassification.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We describe our significant accounting policies in Note 2 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. During the three and nine months ended September 30, 2024, there were no significant changes to those accounting policies.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on assumptions that we believe are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This guidance amends reportable segment disclosure requirements, primarily through enhanced disclosures about reportable segment’s expenses. The Company is required to adopt the guidance in the 2024 Annual Report on Form 10-K and in our interim periods during 2025. The guidance will require additional disclosures in the Segments footnote but will not have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid by jurisdiction. The Company is required to adopt the guidance in the first quarter of 2025. The Company is currently evaluating the impact of this guidance on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires additional disclosure in the notes to the financial statements of specified information about certain statement of operations expense line items. The Company is required to adopt the guidance in the 2027 Annual Report on Form 10-K and in our interim periods during 2028, though early adoption is permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements.

The Company believes all other recently issued accounting pronouncements from the FASB that the Company has not noted above will not have a material impact on our consolidated financial statements or do not apply to us.

NOTE 3 — REVENUE RECOGNITION

We recognize revenue in accordance with two different accounting standards: 1) Topic 606, Revenues from Contracts with Customers ("Topic 606") and 2) Topic 842, Leases, ("Topic 842").

Disaggregation of Revenues

The following tables summarize the Company’s disaggregated revenues as presented in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 by revenue type and the applicable accounting standard.

	Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Revenues:
New and used equipment sales	$	—	$	219.8	$	219.8	$	—	$	253.6	$	253.6
Parts sales		—		75.6		75.6		—		69.5		69.5
Service revenues		—		64.6		64.6		—		60.6		60.6
Rental revenues		53.7		—		53.7		54.0		—		54.0
Rental equipment sales		—		35.1		35.1		—		28.5		28.5
Total revenues	$	53.7	$	395.1	$	448.8	$	54.0	$	412.2	$	466.2
	Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---
	Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Revenues:
New and used equipment sales	$	—	$	699.9	$	699.9	$	—	$	727.8	$	727.8
Parts sales		—		226.5		226.5		—		209.2		209.2
Service revenues		—		194.8		194.8		—		180.5		180.5
Rental revenues		155.9		—		155.9		147.1		—		147.1
Rental equipment sales		—		101.4		101.4		—		90.7		90.7
Total revenues	$	155.9	$	1,222.6	$	1,378.5	$	147.1	$	1,208.2	$	1,355.3

The Company believes that the disaggregation of revenues from contracts with customers as summarized above, together with the discussion below, depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. See Note 16, Segments, for further information.

Leases revenues (Topic 842)

Rental revenues: Owned equipment rentals represent revenues from renting equipment. The Company accounts for these rental contracts as operating leases. The Company recognizes revenues from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly, or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, the Company records unbilled rental revenues and deferred rental revenues at the end of each reporting period. Unbilled rental revenues are included as a component of "Accounts receivable, net" on the Condensed Consolidated Balance Sheets. Rental equipment may also be purchased outright (“Rental equipment sales”) by our customers. Rental revenues and revenues attributable to rental equipment sales are recognized in "Rental revenues" and "Rental equipment sales" on the Condensed Consolidated Statements of Operations, respectively.

Revenues from contracts with customers (Topic 606)

Accounting for the different types of revenues pursuant to Topic 606 is discussed below. The Company’s revenues under Topic 606 are primarily recognized at a point in time rather than over time.

New and used equipment sales: With the exception of bill-and-hold arrangements and project-based revenues, the Company’s revenues from the sale of new and used equipment are recognized at the time of delivery to, or pick-up by, the customer, which is when the customer obtains control of the promised good(s). Under bill-and-hold arrangements, revenues are recognized when all configuration work is complete and the equipment has been set aside for final shipment, at which point the Company has determined control has been transferred. The bill-and-hold arrangements primarily apply to sales when physical shipment of heavy equipment to the customer is prohibited by law (e.g., frost laws) or requested by the customer due to their inability to arrange freight simultaneous to the satisfaction of the performance obligations. The customer equipment sold under a bill-and-hold arrangement is physically separated from Company inventory and that equipment cannot be used by the Company or sold to another customer. Revenues recognized from bill-and-hold agreements totaled $2.6 million and $8.6 million for the three months ended September 30, 2024 and 2023, respectively, and $8.1 million and $22.8 million for the nine months ended September 30, 2024 and 2023, respectively. The Company does not offer material rights of return.

Project-based revenues, as referred to herein, are contracts with customers where the Company provides design and build solutions related to automated equipment installation and warehouse management systems integration. These revenues are recognized as the performance obligations are satisfied over time using the cost-to-cost input method, based on contract costs incurred to date to total estimated contract costs. The Company recognizes deferred revenue with respect to project-based services. The Company recognized $13.1 million and $12.9 million in project-based revenues for the three months ended September 30, 2024 and 2023 respectively, and $43.6 million and $52.2 million in project-based revenues for the nine months ended September 30, 2024 and 2023, respectively.

Parts sales: Revenues from the sale of parts are recognized at the time of pick-up by the customer for over-the-counter sales transactions and at the time such services are completed for parts associated with periodic maintenance services. For parts that are shipped to a customer, the Company has elected to use a practical expedient of Topic 606 and treat such shipping activities as fulfillment costs, thereby recognizing revenues at the time of shipment, which is when the customer obtains control.

Service revenues: The Company records service revenues primarily from guaranteed maintenance contracts and periodic services with customers. The Company recognizes periodic maintenance service revenues at the time such services are completed. The Company recognizes guaranteed maintenance contract revenues over time based on an estimated rate at which the services are provided over the life of the contract, typically three to five years. Revenues recognized from guaranteed maintenance contracts totaled $5.7 million and $6.4 million for the three months ended September 30, 2024 and 2023, respectively, and $16.7 million and $18.4 million for the nine months ended September 30, 2024 and 2023, respectively. The Company also records service revenues from warranty contracts whereby the Company performs service on behalf of an Original Equipment Manufacturer (“OEM”) or third-party warranty provider.

Rental equipment sales: The Company also sells rental equipment from our rental fleet. These sales are recognized at the time of delivery to, or pick-up by, the customer, which is when the customer obtains control of the promised good(s). Rental equipment sales may occur at various stages in an equipment’s lifecycle, depending on customer demand and original purchase intentions of the equipment. Rent-to-rent equipment, for instance, is originally purchased directly into the rental fleet for the primary purpose of renting, as opposed to selling. Rental equipment sales of rent-to-rent equipment are therefore typically made toward the end of the useful life of the equipment. Rent-to-sell equipment, on the other hand, is originally purchased as new inventory stock, but is subsequently transferred to rental fleet and rented to customers based on rental fleet utilization levels and market conditions. Ultimately, rent-to-sell equipment tends to be purchased to serve the numerous applications of our Construction Equipment segment customers and allows the Company to create different model years of equipment at varying price points to fulfill market demand for lower hour, lightly used construction equipment. Certain rental agreements contain a rental purchase option, whereby the customer has an option to purchase the rented equipment during the term of the rental agreement. 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.

Contract Costs

The Company does not recognize assets associated with the incremental costs of obtaining a contract with a customer that the Company expects to recover (e.g., a sales commission). Most of the Company’s revenues are recognized at a point in time or over a period of one year or less, and the Company has used the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The amount of the costs associated with the revenues recognized over a period of greater than one year is insignificant.

Receivables and Contract Assets and Liabilities

With respect to our receivables, we believe the concentration of credit risk is limited because our customer base is comprised of a large number of geographically diverse customers.

The Company has contract assets and contract liabilities associated with project-based contracts with customers.

Contract assets are fulfilled contractual obligations prior to receivables being recognizable for project-based revenues. Contract assets as of September 30, 2024 and December 31, 2023 were $4.4 million and $4.5 million, respectively.

Deferred revenue (contract liabilities) includes the unearned portion of project-based revenues, revenues related to guaranteed maintenance contracts for customers covering equipment previously purchased, and deferred revenue related to rental agreements. Total deferred revenue relating to project-based revenues, guaranteed maintenance contracts, and equipment rental agreements as of September 30, 2024 and December 31, 2023 was $16.5 million and $20.4 million, respectively. For the three and nine months ended September 30, 2024, the Company recognized revenues of $2.8 million and $13.1 million, respectively, from the prior year ending deferred revenue balance. For the three and nine months ended September 30, 2023, the Company recognized revenue of $0.6 million and $11.9 million, respectively, from the December 31, 2022 deferred revenue balance.

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. 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 did not purchase hydrogen fuel from OneH2 during the three months ended September 30, 2024 and purchased $1.2 million of hydrogen fuel from OneH2 during nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, the Company purchased $0.1 million and $0.4 million of hydrogen fuel from OneH2, respectively. For the nine months ended September 30, 2024 and 2023, the Company paid OneH2 $1.1 million each year as part of the Company's total investment to date of $5.3 million to build and commercialize a hydrogen production plant for the Company which we expect to become operational in the first six months of 2025.

NOTE 5 — INVENTORIES

Inventories, net, consisted of the following:

	September 30,			December 31,
	2024			2023
New equipment	$	403.4		$	373.6
Used equipment		60.9			54.6
Work in process		7.2			8.2
Parts		102.8			101.9
Gross inventory		574.3			538.3
Inventory reserves		(9.1	)		(7.6	)
Inventories, net	$	565.2		$	530.7

Direct labor of $0.3 million and $1.2 million incurred for open service orders were capitalized and included in work in process as of September 30, 2024 and December 31, 2023, respectively. The remaining work in process balances as of September 30, 2024 and December 31, 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 $4.3 million and $3.1 million for the three months ended September 30, 2024 and 2023, respectively, and $11.4 million and $8.7 million for the nine months ended September 30, 2024 and 2023, respectively.

NOTE 6 — PROPERTY AND EQUIPMENT AND RENTAL FLEET

Property and equipment, net, consisted of the following:

	September 30,			December 31,
	2024			2023
Land	$	3.2		$	2.1
Buildings, equipment, and leasehold improvements:
Machinery and equipment		9.3			8.5
Autos and trucks		7.6			7.7
Buildings and leasehold improvements		25.0			20.8
Construction in progress		8.0			6.1
Finance lease right-of-use assets		62.0			48.4
Office equipment		5.6			4.9
Computer equipment		14.4			13.3
Total cost		135.1			111.8
Less: accumulated depreciation and amortization:
Buildings, equipment, autos and trucks, leasehold improvements, finance leases and office and computer equipment		(50.1	)		(38.4	)
Property and equipment, net	$	85.0		$	73.4

Total depreciation and amortization on property and equipment was $4.7 million and $3.4 million for the three months ended September 30, 2024 and 2023, respectively, and $13.6 million and $9.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Rental fleet, net, consisted of the following:

	September 30,			December 31,
	2024			2023
Rental fleet	$	599.0		$	600.8
Less: accumulated depreciation rental fleet		(213.7	)		(209.4	)
Rental fleet, net	$	385.3		$	391.4

Total depreciation on rental fleet was $26.3 million and $26.5 million for the three months ended September 30, 2024 and 2023, respectively, and $77.1 million and $71.4 million for the nine months ended September 30, 2024 and 2023, respectively.

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill in total and by reportable segment for the nine months ended September 30, 2024:

	Material<br>Handling			Construction<br>Equipment		Master Distribution		Total
Balance, December 31, 2023	$	15.0		$	43.4	$	18.3	$	76.7
Adjustments to purchase price allocations		—			4.4		—		4.4
Translation adjustments		(0.1	)		0.1		—		—
Balance, September 30, 2024	$	14.9		$	47.9	$	18.3	$	81.1

Goodwill is tested for impairment by reporting unit annually or more frequently if events or circumstances indicate that an impairment may exist. There were no indicators of potential impairment during the three and nine months ended September 30, 2024. See Note 15, Business Combinations, for further information.

The gross carrying amount of intangible assets and accumulated amortization as of September 30, 2024 and December 31, 2023 were as follows:

	September 30, 2024
	Weighted Average Remaining Life (in years)		Gross carrying<br>amount		Accumulated<br>amortization			Net carrying<br>amount
Customer and supplier relationships		6.9	$	73.1	$	(22.5	)	$	50.6
Other intangibles		3.3		14.5		(7.1	)		7.4
Total		6.4	$	87.6	$	(29.6	)	$	58.0
	December 31, 2023
	Weighted Average Remaining Life (in years)		Gross carrying<br>amount		Accumulated<br>amortization			Net carrying<br>amount
Customer and supplier relationships		7.6	$	73.6	$	(16.8	)	$	56.8
Other intangibles		3.9		14.6		(5.1	)		9.5
Total		7.0	$	88.2	$	(21.9	)	$	66.3

Amortization of intangible assets was $2.5 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively, and $7.7 million and $6.4 million for the nine months ended September 30, 2024 and 2023, respectively.

NOTE 8 — FLOOR PLANS

Floor Plan — First Lien Lenders

In April 2021, the Company entered into a Floor Plan First Lien Credit Agreement ("Floor Plan Credit Agreement") by and among Alta Equipment Group, Inc. and the other credit parties named therein, and the lender JP Morgan Chase Bank, N.A., as Administrative Agent. Under the Floor Plan Credit Agreement, the Company has a first lien floor plan facility (the "First Lien Floor Plan Facility") with our first lien lenders to primarily finance new inventory. On June 5, 2024, the Floor Plan Credit Agreement was amended to extend the maturity date to June 1, 2029 and increase the maximum borrowing capacity to $90.0 million. The interest cost for the First Lien Floor Plan Facility is the Secured Overnight Financing Rate ("SOFR") plus an applicable margin. The First Lien Floor Plan Facility is collateralized by substantially all assets of the Company. As of September 30, 2024 and December 31, 2023, the Company had an outstanding balance on our First Lien Floor Plan Facility of $58.2 million and $67.4 million, respectively, excluding unamortized debt issuance costs. The effective interest rate at September 30, 2024 and December 31, 2023 was 8.1% 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.

OEM Captive Lenders and Suppliers’ Floor Plans

The Company has floor plan financing facilities with several OEM captive lenders and suppliers (the “OEM Floor Plan Facilities”, and together with the First Lien Floor Plan Facility, collectively the “Floor Plan Facilities”) for new and used inventory and rental equipment, each with borrowing capacities ranging from $0.1 million to $160.0 million. Primarily, the Company utilizes the OEM Floor Plan Facilities for purchases of new equipment inventories. Certain OEM Floor Plan Facilities provide for up to twelve-months interest only or deferred payment periods. In addition, certain OEM Floor Plan Facilities regularly provide for interest and principal free payment terms. The Company routinely sells equipment that is financed under OEM Floor Plan Facilities. When this occurs the payable under the OEM Floor Plan Facilities related to the financed equipment being sold becomes due to be paid.

The OEM Floor Plan Facilities are secured by the equipment being financed and contain certain operating company guarantees. The interest cost is SOFR plus an applicable margin. The effective rates, excluding the favorable effect of interest-free periods, ranged from 8.0% to 11.0% as of September 30, 2024 and 8.4% to 10.5% as of December 31, 2023. As of September 30, 2024 and December 31, 2023, the Company had an outstanding balance on the OEM Floor Plan Facilities of $338.2 million and $330.1 million, respectively.

The total aggregate amount of financing under the Floor Plan Facilities cannot exceed $450.0 million at any time, which is subject to a 10% annual increase. To better align with our business operations, on February 28, 2024 the Company amended our ABL Facility and First Lien Floor Plan Facility primarily for the purpose of moving the effective date of such annual increase to December 31st of each year, beginning with December 31, 2023. The total outstanding balance under the Floor Plan Facilities as of September 30, 2024 and December 31, 2023, was $396.4 million and $397.5 million, respectively, excluding unamortized debt issuance costs. For the three months ended September 30, 2024 and 2023, the Company recognized interest expense associated with new equipment financed under our Floor Plan Facilities of $3.2 million and $2.4 million, respectively, and for the nine months ended September 30, 2024 and 2023, $8.7 million and $5.8 million, respectively. The weighted average rate, excluding the favorable effect of interest-free periods, on the Company's Floor Plan Facilities was 8.4% and 7.9% as of September 30, 2024 and 2023, respectively.

NOTE 9 — LONG-TERM DEBT

Line of Credit — First Lien Lenders

In April 2021, the Company entered into a Sixth Amended and Restated ABL First Lien Credit Agreement (the “Amended and Restated ABL Credit Agreement”) by and among Alta Equipment Group Inc. and the other credit parties named therein, the lenders named therein, JP Morgan Chase Bank, N.A., as Administrative Agent, and the syndication agents and documentation agent named therein. Under the Amended and Restated ABL Credit Agreement, the Company has an asset-based revolving line of credit (the “ABL Facility”) with our first lien holder with advances on the line being supported by eligible accounts receivable, parts, and otherwise unencumbered new and used equipment inventory and rental equipment. On June 5, 2024, the Company amended the ABL Facility primarily to extend the maturity date and increase the facility size. The borrowing capacity on the ABL Facility, which expires June 1, 2029, was increased to $520.0 million, which includes a $45.0 million Canadian-denominated sublimit facility. The ABL Facility is collateralized by substantially all assets of the Company, and the interest cost is SOFR plus an applicable margin on the CB Floating Rate, depending on borrowing levels. As of September 30, 2024 and December 31, 2023, the Company had an outstanding ABL Facility balance of $200.6 million and $317.5 million, respectively, excluding unamortized debt issuance costs. The effective interest rate was 6.9% and 7.2% at September 30, 2024 and December 31, 2023, respectively.

Maximum borrowings under the Floor Plan Facilities and ABL Facility are limited to $970.0 million unless certain other conditions are met. The total amount outstanding as of September 30, 2024 and December 31, 2023, was $597.0 million and $715.0 million, exclusive of debt issuance and deferred financing costs of $3.8 million and $1.8 million, respectively.

Senior Secured Second Lien Notes

On June 5, 2024, the Company completed a private offering of Senior Secured Second Lien Notes (the “Notes”), for the purposes of, among other things, repayment and refinancing of a portion of the Company’s prior existing debt, reducing variable interest rate exposure, providing liquidity for general corporate purposes, and for financing of future growth initiatives. The Company sold $500.0 million of Notes at the rate of 9.000% per annum, which are due on June 1, 2029. Interest on the Notes is payable in cash on June 1 and December 1 of each year, commencing on December 1, 2024. The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement among the Company, the domestic subsidiaries of the Company (as guarantors), and J.P. Morgan Securities LLC, as representative of the initial purchasers.

The Notes are guaranteed by each of our existing and future domestic subsidiaries. The Notes and the guarantors thereof are secured, subject to certain exceptions and permitted liens, by second-priority liens on substantially all 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.

As of September 30, 2024, outstanding borrowings under the Notes were $478.7 million, which included $21.3 million deferred financing costs and original issue discounts. The effective interest rate on the Notes, taking into account the original issue discount, is 10.1%.

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 in the amount of $6.7 million in the line item "Loss on extinguishment of debt" in our Condensed Consolidated Statements of Operations.

The Company’s long-term debt consists of the following:

	September 30,			December 31,
	2024			2023
Line of credit	$	200.6		$	317.5
Senior secured second lien notes		500.0			315.0
Unamortized debt issuance costs		(4.6	)		(2.2	)
Debt discount		(20.0	)		(2.1	)
Finance leases		46.7			38.8
Total debt and finance leases		722.7			667.0
Less: current maturities		(10.1	)		(7.7	)
Long-term debt and finance leases, net	$	712.6		$	659.3

As of September 30, 2024, the Company was in compliance with the financial covenants set forth in our debt agreements.

Notes Payable – Non-Contingent Consideration

The following table sets forth the Company’s non-contingent consideration liabilities measured and recorded at the present value of cash payments, using a market participant discount rate and their presentation on the Condensed Consolidated Balance Sheets related to the Company's acquisitions of Ault Industries Inc. (“Ault”), Ecoverse Industries, LTD ("Ecoverse"), Peaklogix LLC ("Peaklogix") and Ginop Sales, Inc.

	September 30,		December 31,
Location on Balance Sheet	2024		2023
Other current liabilities	$	2.8	$	7.4
Other liabilities		6.1		6.5
Total	$	8.9	$	13.9

See Note 14, Fair Value of Financial Instruments, and Note 15, Business Combinations, for further information.

NOTE 10 — LEASES

The Company primarily has third-party operating and finance leases for branch facilities, corporate office, and certain equipment. The Company has one operating lease with a related party. The Company’s leases have remaining lease terms that range from less than one year to leases that mature through June 2039 and contain provisions to renew the leases for additional terms of up to 20 years.

The Company leases and subleases certain lift trucks to customers under short and long-term operating lease agreements. The sublease income is included in "Rental revenues" on our Condensed Consolidated Statements of Operations. Sublease income below 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.

At September 30, 2024 and December 31, 2023, assets recorded under finance leases, net of accumulated depreciation, were $44.6 million and $37.6 million, respectively. The assets are depreciated over the lesser of their remaining lease terms or estimated useful lives.

The components of lease expense were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating lease expense	$	7.2		$	6.8		$	20.4		$	20.2
Short-term lease expense		0.8			0.9			4.7			3.8
Low-value lease expense		0.3			0.3			1.0			0.8
Variable lease expense		2.4			2.2			7.7			6.4
Finance lease expense:
Amortization of right-of-use assets		2.7			1.7			7.5			4.4
Interest on lease liabilities		1.0			0.6			2.8			1.7
Sublease income		(0.1	)		(0.1	)		(0.3	)		(0.2	)
Total lease expense	$	14.3		$	12.4		$	43.8		$	37.1

Additional information related to leases is presented in the table below:

	Nine Months Ended September 30,
Supplemental Cash Flows Information	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	19.6	$	19.4
Operating cash flows for finance leases		2.8		1.7
Financing cash flows for finance leases		6.7		3.9
Non-cash right-of-use assets obtained in exchange for lease obligations:
Operating leases		10.5		4.9
Finance leases		14.4		17.3
Weighted Average Remaining Lease Term (in years):
Operating leases		8.7		9.0
Finance leases		4.5		4.7
Weighted Average Discount Rate (in %):
Operating leases		10.4		10.2
Finance leases		8.6		8.2

Minimum future lease payments under non-cancellable operating and finance leases described above as of September 30, 2024 were as follows:

Year ending December 31,	Operating Leases			Finance Leases
Remainder of 2024	$	6.6		$	3.4
2025		24.2			13.4
2026		21.2			12.7
2027		19.6			11.1
2028		17.9			9.1
Thereafter		87.9			6.1
Total future minimum lease payments		177.4			55.8
Less: imputed interest		(63.1	)		(9.1	)
Total	$	114.3		$	46.7
Balance Sheet Location	September 30, 2024			December 31, 2023
Current portion of long-term debt	$	10.1		$	7.7
Current operating lease liabilities		15.1			15.9
Finance lease obligations, net of current portion		36.6			31.1
Long-term operating lease liabilities, net of current portion		99.2			99.6
Total	$	161.0		$	154.3

As of September 30, 2024, the Company had additional leases, substantially all real estate, that were executed but had not yet commenced with undiscounted lease payments of $3.7 million. These leases are expected to commence in 2024 and the first quarter of 2025 with lease terms up to 10 years.

See Note 11, Contingencies, for more information on certain contracts where the Company guarantees the performance of the third-party lessee.

NOTE 11 — CONTINGENCIES

Guarantees

As of September 30, 2024 and December 31, 2023, the Company was party to certain contracts in which it guarantees the performance of agreements with various third-party financial institutions. In the event of a default by a third-party lessee, the Company would be required to pay all or a portion of the remaining unpaid obligations as specified in the contract. The estimated exposure related to these guarantees was not material at both September 30, 2024 and December 31, 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 Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

Legal Proceedings

During the three and nine months ended September 30, 2024 and 2023, various claims and lawsuits, incidental to the ordinary course of our business, were pending against the Company. In the opinion of management, after consultation with legal counsel, resolution of these matters, net of expected insurance proceeds, is not expected to have a material effect on the Company’s condensed consolidated financial statements.

Contractual Obligations

The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company. As of September 30, 2024 and December 31, 2023 there were $12.0 million and $9.0 million in outstanding letters of credit issued in the normal course of business, respectively. These letters of credit reduce our available borrowings under our ABL Facility.

NOTE 12 — INCOME TAXES

The Company recognized an income tax expense of $11.6 million and benefit of $7.3 million for the three months ended September 30, 2024 and 2023, respectively, and $4.7 million expense and $6.9 million benefit for the nine months ended September 30, 2024 and 2023, respectively.

For the three and nine months ended September 30, 2024, the income tax expense was primarily attributable to the Company, after considering updated information, including the filing of the fiscal 2023 federal income tax return, recording a valuation allowance against a portion of the deferred tax asset relating to U.S. disallowed interest expense carryforwards created by the provisions of the Tax Cuts and Jobs Act of 2018 ("TCJA"). During the three and nine months ended September 30, 2023, the income tax benefit was primarily attributable to the release of the valuation allowance on certain U.S. federal and state deferred tax assets. We regularly assess the need for a valuation allowance against our deferred tax assets. 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. We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

The effective tax rate for the nine months ended September 30, 2024 and 2023 was (10.0)% and (176.9)%, respectively. The effective income tax rate in both periods is primarily the result of the discrete items noted above.

NOTE 13 — STOCK-BASED COMPENSATION

The Company’s plan is to have broad-based, long-term programs intended to attract and retain talented employees and align stockholder and employee interests. To this end, compensation for our senior leadership team includes equity awards in the form of restricted stock units ("RSUs") and performance stock units ("PSUs"). We calculate the fair value of the RSUs and PSUs 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. The number of PSUs granted depends on the Company's achievement of target performance goals, which may range from 0% to 200% of the target award amount. The PSUs vest ratably over three years including, the one-year performance period. Upon vesting, each stock award is exchangeable for one share of the Company's common stock, with accrued dividends.

The Company recognized total stock-based compensation expense for PSUs and RSUs of $1.1 million and $1.2 million for the three months ended September 30, 2024 and 2023, respectively, and $3.4 million and $3.1 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the total unrecognized compensation expense related to the non-vested portion of the Company's RSUs was $1.9 million, which is expected to be recognized over a weighted average period of

1.0

years. As of September 30, 2024, the total unrecognized compensation expense related to the non-vested portion of the Company's PSUs was $3.1 million, which is expected to be recognized over a weighted average period of

0.9

years. The following table shows the number of stock awards that were granted, vested, and forfeited during the nine months ended September 30, 2024:

	Restricted Stock Units					Performance Stock Units
	Number of units			Weighted average grant date fair value		Number of units			Weighted average grant date fair value
Unvested units as of December 31, 2023		230,574		$	12.27		543,422		$	13.37
Granted		160,016			10.94		76,976			12.05
Vested - issued		(145,034	)		10.96		(210,156	)		12.15
Vested - unissued		(24,175	)		11.34		(1,663	)		14.11
Forfeited		(5,340	)		13.34		(8,480	)		13.63
Unvested units as of September 30, 2024		216,041		$	12.25		400,099		$	13.74

Employee Stock Purchase Plan (ESPP)

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. 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.

Under the ESPP, eligible employees (as defined in the ESPP) can purchase the Company’s common stock through accumulated payroll deductions. Eligible employees may purchase the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock on the first or last business day of each six-month offering period. Eligible employees may contribute up to 10% of their eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding.

Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective period. In accordance with the guidance in Topic 718-50 – Compensation – Stock Compensation, the ability to purchase shares of the Company’s common stock for 85% of the lower of the price on the first or last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan. Accordingly, stock-based compensation expense is determined based on the option’s grant-date fair value and is recognized over the withholding period. The stock-based compensation expense related to the ESPP recognized during the three and nine months ended September 30, 2024 and 2023.was not material.

ESPP employee payroll contributions accrued as of September 30, 2024 and December 31, 2023 totaled $0.5 million and $0.9 million, respectively, and are included within "Accrued expenses" in the Condensed Consolidated Balance Sheets. Cash withheld via employee payroll deductions is presented in financing activities within "Other financing activities" in the Condensed Consolidated Statement of Cash Flows.

NOTE 14 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial instruments reported in the accompanying Condensed Consolidated Balance Sheets for "Cash", "Accounts receivable, net", "Accounts payable", "Accrued expenses" and "Other current liabilities" approximate fair value due to the immediate or short-term nature or maturity of these financial instruments.

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. The fair values were determined by reference to transacted prices and quotes for these instruments and upon current borrowing rates with similar maturities, which are Level 2 fair value inputs. The estimated fair value, as well as the carrying value, of the Company's debt instruments are shown below:

	September 30, 2024		December 31, 2023
Estimated aggregate fair value	$	695.3	$	655.6
Aggregate carrying value (1)		747.3		671.3

(1) Total debt excluding the impact of unamortized debt discount and debt issuance costs.

Contingent Consideration

The contingent consideration liability represents the fair value of future earn-out obligations that the Company may be required to pay in conjunction with past acquisitions upon the achievement of certain performance milestones. 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 Condensed Consolidated Statements of Operations.

The following table sets forth the Company’s contingent consideration liabilities measured and recorded at fair value and their presentation on the Condensed Consolidated Balance Sheets:

	Level 3
Balance Sheet Location	September 30, 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 nine months ended September 30, 2024:

	Contingent Consideration
Balance, December 31, 2023	$	4.6
Changes in fair value		1.1
Balance, September 30, 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. To manage a portion of these inherent risks, we may purchase certain types of derivative financial instruments based on management's judgment of the trade-off between risk, opportunity, and cost. We do not hold or issue derivative financial instruments for trading or speculative purposes. The impact of hedge ineffectiveness for those derivatives where hedge accounting is applied was not significant in any of the periods presented. The Company has determined the fair value of all our derivative contracts are based on Level 2 inputs such as quoted market prices for similar instruments from third parties and inputs other than quoted prices that are observable (forward curves, implied volatility, counterparty credit risks). The Company reviews counterparty credit risks at regular intervals and has not experienced any significant credit loss as a result of counterparty nonperformance in the past.

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. The interest rate cap is a derivative instrument designated as a cash flow hedge under Topic 815 – Derivatives and Hedging. The premiums are recognized in the Condensed Consolidated Statements of Operations when paid from the effective date through the termination date. All changes in the fair value of the interest rate cap are deferred in AOCI and subsequently recognized in earnings in the period when the derivative contract settles. The unrealized impact on earnings on the interest rate cap for the three and nine months ended September 30, 2024 and 2023, respectively, are disclosed in the Condensed Consolidated Statements of Comprehensive (Loss) Income.

Fuel Purchase Contracts

From time to time, we enter into fixed price swap contracts to purchase gasoline and diesel fuel to protect cash flows from the risks associated with fluctuations in fuel prices on a portion of anticipated future purchases. The fixed price swap contracts to purchase gasoline and diesel fuel are derivative instruments not designated as hedging instruments under Topic 815.

The following table summarizes the maturity dates, unit of measure and notional value for the Company's derivative instruments as of September 30, 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		4.8

The following table sets forth the location and fair value of the Company’s derivative instruments as of September 30, 2024 and December 31, 2023 on the Condensed Consolidated Balance Sheets:

	Asset Derivatives					Liability Derivatives
Derivative designated as hedge	Balance Sheet location	September 30, 2024		December 31, 2023		Balance Sheet location	September 30, 2024		December 31, 2023
Interest rate cap - current portion	Prepaid expenses and other current assets	$	—	$	—	Other current liabilities	$	1.6	$	1.6
Interest rate cap - long-term	Other assets		0.3		1.7	Other liabilities		0.4		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			9.8			10.9
Other assets		—			0.3			0.3
Total assets	$	5.3		$	85.8		$	91.1
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		—			(6.0	)		(6.0	)
Total liabilities	$	(2.6	)	$	(31.0	)	$	(33.6	)
Net assets acquired	$	2.7		$	54.8		$	57.5
Assets acquired net of cash	$	2.6		$	54.2		$	56.8

During 2024, we recorded adjustments to the purchase price allocation related to the Ault acquisition which were not significant individually or in the aggregate. These adjustments had no cash impact. We describe our 2023 acquisitions in more detail in Note 15 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The fair values of assets acquired and liabilities assumed are finalized for all our 2023 acquisitions.

NOTE 16 — SEGMENTS

The Company has three reportable segments: Material Handling, Construction Equipment, and Master Distribution. All other business activities are included in "Corporate and Other". The Company’s segments are determined based on management structure, which is organized based on types of products and services sold, as described in the following paragraphs. The operating results for each segment are reported separately to the Company’s CEO to make decisions regarding the allocation of resources, to assess the Company’s operating performance and to make strategic decisions.

The Material Handling segment is principally engaged in operations related to the sale, service, and rental of lift trucks and other material handling equipment in Michigan, Illinois, Indiana, New York (including New York City), Virginia and the New England region of the U.S. as well as the 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 the Ontario and Quebec provinces of Canada.

The Company began separately reporting Master Distribution as its own segment in the first quarter of 2023. The Master Distribution segment is principally engaged in large-scale equipment distribution with sub dealers throughout North America related to environmental processing equipment.

The Company retains various unallocated expense items at the general corporate level, which the Company refers to as “Corporate and Other” in the table below. Corporate and Other holds corporate debt and has minor transactional activity all together including Alta e-mobility (e.g., commercial electric vehicles) revenues and costs. 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. There is also intercompany elimination activity presented within Corporate and Other.

The following tables present the Company’s results of operations by reportable segment:

	Three Months Ended September 30, 2024
	Material<br>Handling		Construction<br>Equipment			Master Distribution		Corporate and Other			Total
New and used equipment sales	$	87.2	$	118.0		$	15.3	$	(0.7	)	$	219.8
Parts sales		24.9		48.4			2.2		0.1			75.6
Service revenues		34.7		29.6			0.3		—			64.6
Rental revenues		19.3		34.0			0.4		—			53.7
Rental equipment sales		2.8		32.3			—		—			35.1
Total revenues	$	168.9	$	262.3		$	18.2	$	(0.6	)	$	448.8
Interest expense		6.6		13.3			1.2		1.5			22.6
Depreciation and amortization		10.5		25.9			1.1		0.3			37.8
Income (loss) before taxes		0.7		(10.8	)		0.1		(6.1	)		(16.1	)
	Three Months Ended September 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---
	Material<br>Handling		Construction<br>Equipment		Master Distribution		Corporate and Other			Total
New and used equipment sales	$	89.8	$	150.8	$	15.2	$	(2.2	)	$	253.6
Parts sales		24.4		42.9		2.5		(0.3	)	$	69.5
Service revenues		33.2		27.3		0.1		—		$	60.6
Rental revenues		19.6		34.1		0.3		—		$	54.0
Rental equipment sales		1.6		26.9		—		—			28.5
Total revenues	$	168.6	$	282.0	$	18.1	$	(2.5	)	$	466.2
Interest expense		4.9		8.7		0.9		0.7			15.2
Depreciation and amortization		8.6		25.0	1.1			0.3			35.0
Income (loss) before taxes		4.8		0.8		0.3		(5.8	)		0.1
	Nine Months Ended September 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Material<br>Handling		Construction<br>Equipment			Master Distribution			Corporate and Other			Total
New and used equipment sales	$	271.5	$	389.6		$	38.8		$	—		$	699.9
Parts sales		76.7		143.5			7.1			(0.8	)		226.5
Service revenues		104.2		90.0			0.6			—			194.8
Rental revenues		58.3		96.4			1.2			—			155.9
Rental equipment sales		8.1		93.3			—			—			101.4
Total revenues	$	518.8	$	812.8		$	47.7		$	(0.8	)	$	1,378.5
Interest expense		17.6		34.9			3.1			2.3			57.9
Depreciation and amortization		30.6		75.0			3.5			0.7			109.8
Income (loss) before taxes		6.0		(26.0	)		(3.0	)		(23.8	)		(46.8	)
	Nine Months Ended September 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---
	Material<br>Handling		Construction<br>Equipment		Master Distribution		Corporate and Other			Total
New and used equipment sales	$	267.5	$	412.1	$	57.3	$	(9.1	)	$	727.8
Parts sales		75.8		126.4		7.9		(0.9	)		209.2
Service revenues		99.1		81.1		0.3		—			180.5
Rental revenues		56.2		90.2		0.7		—			147.1
Rental equipment sales		3.9		86.8		—		—			90.7
Total revenues	$	502.5	$	796.6	$	66.2	$	(10.0	)	$	1,355.3
Interest expense		13.2		23.2		2.5		2.0			40.9
Depreciation and amortization		25.4		67.0	3.2			0.5			96.1
Income (loss) before taxes		12.8		3.7		5.1		(17.7	)		3.9

The following table presents the Company’s identified assets by reportable segment:

	September 30,<br>2024		December 31,<br>2023
Material Handling	$	470.5	$	474.3
Construction Equipment		953.1		947.6
Master Distribution		89.4		85.9
Corporate and Other		36.1		63.1
Total assets	$	1,549.1	$	1,570.9

NOTE 17 — EARNINGS 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. 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. 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.

Basic and diluted EPS were calculated as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023		2024			2023
Basic net (loss) income per share
Net (loss) income available to common stockholders	$	(28.4	)	$	6.7	$	(53.7	)	$	8.6
Basic weighted average common shares outstanding		33,207,768			32,368,112		33,185,437			32,320,346
Basic net (loss) income per share of common stock	$	(0.86	)	$	0.21	$	(1.62	)	$	0.27
Diluted (loss) income per share
Net (loss) income available to common stockholders	$	(28.4	)	$	6.7	$	(53.7	)	$	8.6
Basic weighted average common shares outstanding		33,207,768			32,368,112		33,185,437			32,320,346
Effect of dilutive securities:
Effect of dilutive securities		—			361,405		—			310,736
Diluted weighted average common shares outstanding		33,207,768			32,729,517		33,185,437			32,631,082
Diluted net (loss) income per share of common stock	$	(0.86	)	$	0.20	$	(1.62	)	$	0.26

Approximately 907,000 and 955,000 securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2024, because the inclusion of such securities in the calculation would have been anti-dilutive.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report, and the audited consolidated financial statements and related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This discussion contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 reflecting Alta’s current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. Alta assumes no obligation to update any of these forward-looking statements.

Business Description

We own and operate one of the largest integrated equipment dealership platforms in North America. Through our branch network, we sell, rent, and provide parts and service support for several categories of specialized equipment, including lift trucks and other material handling equipment, heavy and compact earthmoving equipment, crushing and screening equipment, environmental processing equipment, cranes and aerial work platforms, paving and asphalt equipment, other construction equipment and allied products. We engage in five principal business activities in these equipment categories:

• new and used equipment sales;
• parts sales;
• repair and maintenance services;
• equipment rentals and
• rental equipment sales.

We have operated as an equipment dealership for 40 years and have developed a branch network that includes over 85 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 and Quebec. We offer our customers end-to-end solutions for their equipment needs by providing sales, parts, service and rental offerings. Additionally, we provide warehouse design and build services related to automated equipment installation and warehouse management system integration solutions within our Material Handling segment.

Within our territories, we are primarily the exclusive distributor of new equipment and replacement parts on behalf of our OEM partners. We and our regional subsidiaries enjoy long-standing relationships with leading material handling and construction equipment OEMs including Hyster-Yale, Volvo, JCB, CNH, Develon, McCloskey, and Kubota, among many others, as well as master dealer rights throughout North America for environmental processing equipment with Doppstadt and Backers, among others. We are consistently recognized by OEMs as a top dealership partner and have been identified as an internationally recognized Hyster-Yale dealer and multi-year recipient of the Volvo Dealer of the Year award. More recently, given the Company’s successful history with electrified forklifts, battery charging, and power generation as well as our material handling customer base, where customers typically employ large fleets of commercial over-the-road vehicles in their day-to-day operations, we are pursuing a strategy focused on the distribution and powering of commercial electric vehicles in the over-the-road vehicle segment. While our electromobility (“e-mobility”) business, and the industry in general, is in its early stages of development, we believe that our first-mover advantage and expertise in this emerging market represents an exciting future growth opportunity.

We are committed to providing our customers with a best-in-class equipment dealership experience. Our customers are principally focused on equipment reliability and uptime, and our teams of skilled technicians and commitment to service are key to establishing and maintaining long-term customer relationships, representing a critical competitive advantage for the Company. Parts and service are also our most predictable and profitable businesses, with the dealership model structured to drive aftermarket parts and service revenues. Through our new and used equipment sales and our sale of lightly used rental fleet, we populate our exclusive territories with serviceable equipment. As the field population ages, we capitalize on aftermarket parts and service sales through the equipment maintenance cycle.

Growth Strategy

Our growth strategy is multifaceted and primarily predicated on making strategic acquisitions that expand our geographic reach, broaden our capabilities and service offerings, and diversify our customer and supplier bases. We believe these acquisitions, both immediately and over the long term, will be accretive to our financial performance. Recent examples of strategic acquisitions were the Ault and Burris acquisitions that closed in late 2023.

In addition to strategic acquisitions, we intend to leverage our platform, deep roster of existing customers, and decades of equipment dealership experience to grow organically by establishing new relationships with equipment OEMs that are synergistic to our existing business. Recent examples of this facet of our growth strategy are evidenced by our new relationship with Case Power and Equipment in Western Pennsylvania, which launched in late 2023, and the ongoing development of our e-mobility offerings and partnerships in the class 3 through 8 commercial electric vehicle markets.

Business Segments

For a detailed description of our business segments, refer to Note 16, Segments.

Financial Statement Overview

Our revenues are primarily derived from the sale or rental of equipment and product support (e.g., parts and service) activities, and consist of:

New equipment sales. We sell new heavy construction, material handling and environmental processing equipment and are a leading regional distributor for nationally recognized equipment manufacturers. Our new equipment sales operation is a primary source of new customers for our rental, parts and service business. The majority of our new equipment sales are predicated on exclusive distribution agreements we have with best-in-class OEMs. The sale of new equipment to customers, while profitable from a gross margin perspective, acts as a means of generating equipment field population and activity for our higher-margin aftermarket revenue streams, specifically service and parts. We also sell tangential products and services related to our material handling equipment offerings which include, but are not limited to, automated equipment installation and warehouse management systems integration.

Used equipment sales. We sell used equipment which is typically equipment that has been taken in on trade from a customer that is purchasing new equipment, equipment coming off a third-party lease arrangement where we purchase the equipment from the finance company, or used equipment that is sourced for our customers in the open market by our used equipment specialists. Used equipment sales in our territories, like new equipment sales, generate parts and service business for the Company.

Parts sales. We sell replacement parts to customers and supply parts to our own rental fleet. Our in-house parts inventory is extensive such that we are able to provide timely service support to our customers. The majority of our parts inventory is made up of OEM replacement parts for those OEMs with which we have exclusive agreements to sell new equipment.

Service revenues. We provide maintenance and repair services for customer-owned equipment and maintain our own rental fleet. 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.

Rental revenues. We rent heavy construction, compact, aerial, material handling, and a variety of other types of equipment to our customers on a daily, weekly, and monthly basis. Our rental fleet, which is well-maintained, has an original acquisition cost (which we define as the cost originally paid to manufacturers plus any capitalized costs) of $592.2 million as of September 30, 2024. The original acquisition cost of our rental fleet excludes $6.8 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. We also sell rental equipment from our rental fleet. Rental equipment sales may occur at various stages in an equipment’s lifecycle, depending on customer demand and original purchase intentions of the equipment. Rental equipment purchased directly into the rental fleet tends to be rented for the majority of its useful life before being sold (defined earlier 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 (defined earlier as rent-to-sell equipment). In our Material Handling segment, our rental equipment sales are primarily of rent-to-rent equipment and in our Construction Equipment segment, our rental equipment sales are primarily of rent-to-sell equipment. Selling lightly used construction equipment from our rental fleet allows us to meet customer demand for specific model years of equipment at various price points versus only offering brand new equipment to the market. Customers often have options to purchase equipment after or before rental agreements have matured. Rental equipment sales, like new and used equipment sales, generate customer-owned equipment field population within our territories that ultimately yield high-margin parts and service revenues for us.

Principal Costs and Expenses

Our cost of revenues are primarily related to the costs associated with the sale or rental of equipment and product support activities, which include direct labor costs for our skilled technicians. Our operating expenses consist principally of selling, general and administrative expenses, which primarily include personnel costs associated with our sales and administrative staff and expenses associated with the deployment of our service vehicle fleet and occupancy expenses. In addition, we have interest expense related to our floor plan payables, finance leases, line of credit, and senior secured second lien notes. These principal costs and expenses are described further below:

New equipment sales. Cost of new equipment sold consists of the total acquisition costs of the new equipment we purchase from third parties.

Used equipment sales. 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 parts sales represents the average cost of parts used in the maintenance and repair of customer-owned equipment we service or parts sold directly to customers for their owned equipment (e.g., over-the-counter parts sales).

Services revenues. Cost of service revenues primarily represents the labor costs attributable to services provided for the maintenance and repair of customer-owned equipment. Training, paid time off, and other non-billable costs of maintaining our expert technicians are recorded in this line item in addition to the costs of direct customer-billable labor.

Rental revenues. Rental expense represents the costs associated with rental equipment, including, among other things, the cost of repairing and maintaining our rental equipment and other miscellaneous costs of owning rental equipment. Other rental expenses consist primarily of equipment support activities that we provide our customers in connection with renting equipment, such as freight services and damage waiver policies.

Rental depreciation. Depreciation of rental equipment represents the depreciation costs attributable to rental equipment. Estimated useful lives vary based upon type of equipment. See Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for information on our rental equipment depreciation methods.

Rental equipment sales. Cost of previously rented equipment sold consists of the net book value (e.g., net of accumulated depreciation) of rental equipment sold from our rental fleet.

Operating expenses. These costs are comprised of three main components: personnel, operational, and occupancy costs. Personnel costs are comprised of hourly and salaried wages for administrative employees, including incentive compensation and employee benefits, such as medical benefits. Operational costs include marketing activities, costs associated with deploying and leasing our service vehicle fleet, insurance, IT, office and shop supplies, general corporate costs, depreciation on non-sales and rental related assets, and intangible amortization. Occupancy costs are comprised of all expenses related to our facility infrastructure, including rent, utilities, property taxes, and building insurance.

Other expense, net. This section of the Condensed Consolidated Statements of Operations is mostly comprised of interest expense and other miscellaneous items that result in income or expense. Interest expense is driven by our Floor Plan Facilities, ABL Facility, Notes, and finance lease arrangements.

Results of Operations

The three and nine months ended September 30, 2024 and 2023

Consolidated Results

	Three Months Ended September 30,						Increase (Decrease)						Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023						2024			2023			2024 versus 2023
Revenues:
New and used equipment sales	$	219.8		$	253.6		$	(33.8	)		(13.3	)%	$	699.9		$	727.8		$	(27.9	)		(3.8	)%
Parts sales		75.6			69.5			6.1			8.8	%		226.5			209.2			17.3			8.3	%
Service revenues		64.6			60.6			4.0			6.6	%		194.8			180.5			14.3			7.9	%
Rental revenues		53.7			54.0			(0.3	)		(0.6	)%		155.9			147.1			8.8			6.0	%
Rental equipment sales		35.1			28.5			6.6			23.2	%		101.4			90.7			10.7			11.8	%
Total revenues		448.8			466.2			(17.4	)		(3.7	)%		1,378.5			1,355.3			23.2			1.7	%
Cost of revenues:
New and used equipment sales		184.4			212.0			(27.6	)		(13.0	)%		588.7			601.3			(12.6	)		(2.1	)%
Parts sales		50.0			45.3			4.7			10.4	%		149.2			138.2			11.0			8.0	%
Service revenues		26.3			26.5			(0.2	)		(0.8	)%		80.2			77.0			3.2			4.2	%
Rental revenues		5.6			5.7			(0.1	)		(1.8	)%		18.5			18.0			0.5			2.8	%
Rental depreciation		30.6			29.6			1.0			3.4	%		88.5			80.1			8.4			10.5	%
Rental equipment sales		27.3			21.0			6.3			30.0	%		76.2			66.5			9.7			14.6	%
Total cost of revenues		324.2			340.1			(15.9	)		(4.7	)%		1,001.3			981.1			20.2			2.1	%
Gross profit		124.6			126.1			(1.5	)		(1.2	)%		377.2			374.2			3.0			0.8	%
General and administrative expenses		110.6			106.8			3.8			3.6	%		339.7			316.0			23.7			7.5	%
Non-rental depreciation and amortization		7.2			5.4			1.8			33.3	%		21.3			16.0			5.3			33.1	%
Total operating expenses		117.8			112.2			5.6			5.0	%		361.0			332.0			29.0			8.7	%
Income from operations		6.8			13.9			(7.1	)		(51.1	)%		16.2			42.2			(26.0	)		(61.6	)%
Other (expense) income:
Interest expense, floor plan payable – new equipment		(3.2	)		(2.4	)		(0.8	)		33.3	%		(8.7	)		(5.8	)		(2.9	)		50.0	%
Interest expense – other		(19.4	)		(12.8	)		(6.6	)		51.6	%		(49.2	)		(35.1	)		(14.1	)		40.2	%
Other income		(0.3	)		1.4			(1.7	)		(121.4	)%		1.6			2.6			(1.0	)		(38.5	)%
Loss on extinguishment of debt		—			—			—			—			(6.7	)		—			(6.7	)	NM
Total other expense, net		(22.9	)		(13.8	)		(9.1	)		65.9	%		(63.0	)		(38.3	)		(24.7	)		64.5	%
(Loss) income before taxes		(16.1	)		0.1			(16.2	)	NM				(46.8	)		3.9			(50.7	)	NM
Income tax provision (benefit)		11.6			(7.3	)		18.9		NM				4.7			(6.9	)		11.6		NM
Net (loss) income		(27.7	)		7.4			(35.1	)	NM				(51.5	)		10.8			(62.3	)	NM
Preferred stock dividends		(0.7	)		(0.7	)		—			—			(2.2	)		(2.2	)		—			—
Net (loss) income available to common stockholders	$	(28.4	)	$	6.7		$	(35.1	)	NM			$	(53.7	)	$	8.6		$	(62.3	)	NM
NM - calculated change not meaningful
	Percent of Revenues						Percent of Revenues
---	---	---	---	---	---	---	---	---	---	---	---	---
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
New and used equipment sales		49.0	%		54.4	%		50.8	%		53.7	%
Parts sales		16.8	%		14.9	%		16.4	%		15.4	%
Service revenues		14.4	%		13.0	%		14.1	%		13.3	%
Rental revenues		12.0	%		11.6	%		11.3	%		10.9	%
Rental equipment sales		7.8	%		6.1	%		7.4	%		6.7	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues:
New and used equipment sales		41.2	%		45.5	%		42.7	%		44.4	%
Parts sales		11.1	%		9.7	%		10.8	%		10.2	%
Service revenues		5.9	%		5.7	%		5.8	%		5.7	%
Rental revenues		1.2	%		1.2	%		1.3	%		1.3	%
Rental depreciation		6.8	%		6.3	%		6.4	%		5.9	%
Rental equipment sales		6.0	%		4.6	%		5.6	%		4.9	%
Total cost of revenues		72.2	%		73.0	%		72.6	%		72.4	%
Gross profit		27.8	%		27.0	%		27.4	%		27.6	%

Non-GAAP Financial Measure: Organic Revenues

	Organic Revenues									Organic Revenues
	Three months ended September 30,				Increase (Decrease)					Nine Months Ended September 30,				Increase (Decrease)
	2024		2023		2024 versus 2023					2024		2023		2024 versus 2023
Total revenues	$	448.8	$	466.2	$	(17.4	)	(3.7	)%	$	1,378.5	$	1,355.3	$	23.2		1.7	%
Acquisitions revenues		21.7		—							58.2		—
Organic revenues:
New and used equipment sales		208.1		253.6		(45.5	)	(17.9	)%		667.0		727.8		(60.8	)	(8.4	)%
Parts sales		71.3		69.5		1.8		2.6	%		214.4		209.2		5.2		2.5	%
Service revenues		64.0		60.6		3.4		5.6	%		191.8		180.5		11.3		6.3	%
Rental revenues		50.1		54.0		(3.9	)	(7.2	)%		147.7		147.1		0.6		0.4	%
Rental equipment sales		33.6		28.5		5.1		17.9	%		99.4		90.7		8.7		9.6	%
Total organic revenues	$	427.1	$	466.2	$	(39.1	)	(8.4	)%	$	1,320.3	$	1,355.3	$	(35.0	)	(2.6	)%

The above table contains a non-GAAP financial measure. 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 condensed consolidated statements of operations, balance sheets or statements of cash flows of the company. The non-GAAP financial measure used by the Company is organic revenues and growth rates associated with organic revenues. 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.

Pursuant to the requirements of Regulation G, we have provided a reconciliation of organic revenues to the most directly comparable GAAP financial measure in the table above and in subsequent tables, where applicable, in management's discussion and analysis of our individual business segments. This measure is supplemental to, and should be used in conjunction with, the most comparable GAAP measure. Management uses this non-GAAP financial measure to monitor and evaluate financial results and trends.

Revenues: Consolidated revenues decreased by $17.4 million, or 3.7%, to $448.8 million for the three months ended September 30, 2024 as compared to the same period last year. Organic revenues for the three months ended September 30, 2024 decreased 8.4% compared to the same period last year. Uncertainty related to the outcome of the upcoming U.S. presidential election and a continued high interest rate environment have softened current demand for new and used equipment in our markets, however we believe the core long-term fundamentals in the markets we serve remain solid. With overall demand for new equipment depressed in nearly all of our markets, organic new and used equipment sales decreased by $45.5 million, or 17.9%, to $208.1 million for the three months ended September 30, 2024, partially offset by increased organic rental equipment sales of $5.1 million. While new equipment sales suffered on lower overall market volumes, demand for aftermarket products and services remained strong as organic parts sales increased by $1.8 million, or 2.6%, to $71.3 million for the three months ended September 30, 2024 as compared to the same period last year, and organic service revenues increased $3.4 million, or 5.6%, making for a total aftermarket revenues increase of $5.2 million organically, or 4.0%. Rental revenues for the quarter reached $50.1 million organically, or a decrease of 7.2% primarily due to reduced fleet on rent during the quarter.

In the nine months ended September 30, 2024, organic new and used equipment revenues decreased 8.4% against a strong comparative nine months ended September 30, 2023 when supply of new equipment was in the phase of meeting high levels of pent-up demand that existed post-pandemic. This dynamic was most prominent in our Master Distribution segment, which sells equipment to sub-dealers, as segment revenues for the nine months ended September 30, 2024 were down $18.5 million from the prior year same period. While new and used equipment revenues stagnated on weaker demand versus the same period last year, our product support departments (parts and service) grew 4.2% organically for the nine months ended September 30, 2024. Our rental business remained steady for the nine months ended September 30, 2024 as rental revenues grew 0.4% organically from increased fleet on rent when compared to the same period last year. Rental equipment sales organically increased 9.6% for the nine months ended September 30, 2024 as compared to the same period last year, as we look to sell rental equipment to help bolster field population for our aftermarket departments, especially as growth in rental rates and fleet utilization moderate.

Gross profit (GP):

	Three Months Ended September 30,						Increase (Decrease)			Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023			2024			2023			2024 versus 2023
Consolidated	GP%			GP%			GP%			GP%			GP%			GP%
New and used equipment sales		16.1	%		16.4	%		(0.3	)%		15.9	%		17.4	%		(1.5	)%
Parts sales		33.9	%		34.8	%		(0.9	)%		34.1	%		33.9	%		0.2	%
Service revenues		59.3	%		56.3	%		3.0	%		58.8	%		57.3	%		1.5	%
Rental revenues		32.6	%		34.6	%		(2.0	)%		31.4	%		33.3	%		(1.9	)%
Rental equipment sales		22.2	%		26.3	%		(4.1	)%		24.9	%		26.7	%		(1.8	)%
Consolidated gross profit		27.8	%		27.0	%		0.8	%		27.4	%		27.6	%		(0.2	)%

The consolidated gross profit margin for the three months ended September 30, 2024 was 27.8%, an 80 basis point increase from the same period in 2023. The overall increase in the quarter can be attributed to a relatively greater sales mix of our higher margin aftermarket business lines. New and used equipment sales margins decreased 30 basis points to 16.1%, as margin compression was observed in both our Material Handling and Construction Equipment segments. With inventory availability normalizing, new and used equipment sales margins have also normalized modestly from higher pricing levels experienced in the prior year. The impact of pricing normalization also affected the sales of our rental equipment, which led to a 410 basis point gross margin decrease when comparing the year-over-year periods. Parts gross margins decreased by 90 basis points from the same period in 2023 but remained within our range of expectation. Service gross margins improved in the third quarter when compared to the same period last year, increasing 300 basis points, primarily due to an improved rate realization on service labor. We realized a 200 basis point decrease in rental revenues gross margin for the three months ended September 30, 2024, largely a result of replenishing our rental fleet and the related increase in depreciation expense.

The consolidated gross profit margin for the nine months ended September 30, 2024 was 27.4%, a 20 basis point decrease from 27.6% for the same period in 2023. New and used equipment sales margins decreased 150 basis points to 15.9%, a reflection of a comparably softened pricing environment. On sales of our rental equipment, gross margin was similarly compressed on a softened pricing environment, posting a 180 basis point decrease when comparing the year-over-year periods. Parts gross margins remained consistent year to date when compared to the same time last year, improving 20 basis points, and service gross margins improved by 150 basis points. The improvement in year-to-date service gross margins was largely attributable to improved customer margins for shop and preventative maintenance work, as well as improved margins in our warranty and fleet accounts with our OEMs. We realized a 190 basis point decrease in rental revenues gross margin for the nine months ended September 30, 2024, largely a result of an increase in depreciation expense associated with a replenished fleet.

Operating expenses: Consolidated operating expenses increased by $5.6 million to $117.8 million for the three months ended September 30, 2024 compared to the same period last year. The increase is primarily driven by the full period impact from our 2023 acquisitions. Rising employee benefit costs, such as medical and pension, largely account for the remainder of the increase. Aside from those increases, the Company has been able to reduce various operating costs to combat top line revenue reductions for the three months ended September 30, 2024.

Consolidated operating expenses increased by $29.0 million to $361.0 million for the nine months ended September 30, 2024 compared to the same period last year. The increase is primarily driven by the full period impact from our 2023 acquisitions. Rising costs of employment, attributed to a higher average headcount and higher average wages and benefits, largely account for the remainder of the increase. A higher branch count in the 2024 time period relative to 2023 also contributed to increased operating expenses as well, with associated one-time costs, such as grand openings and initial stocking costs, and ongoing facility costs, such as rent and utilities. Further, during the nine-month period ended September 30, 2024 there were non-cash adjustments to contingent consideration made for earn-outs on previous acquisitions, which influenced the year-to-date costs by an incremental $0.7 million.

Other expense, net: Consolidated other expense, net for the three months ended September 30, 2024 was $22.9 million compared to $13.8 million for the same period in 2023. The increase is primarily due to an increased amount of interest expense, namely a result of the refinance of our Senior Secured Second Lien Notes during the second quarter of 2024.

Consolidated other expense, net for the nine months ended September 30, 2024 was $63.0 million compared to $38.3 million for the same period in 2023. The increase is primarily due to the loss on extinguishment of debt of $6.7 million, and an increased amount of interest expense due to increased effective interest rates, higher inventory and rental fleet levels, and more debt from financed acquisitions as compared to same period last year.

Income tax provision (benefit): The Company recorded income tax expense of $11.6 million and a benefit of $7.3 million for the three months ended September 30, 2024 and 2023, respectively and income tax expense of $4.7 million and benefit of $6.9 million for the nine months ended September 30, 2024 and 2023, respectively. The income tax expense for the three and nine months ended September 30, 2024 was primarily a result of a valuation allowance recorded against a portion of the deferred tax asset relating to the U.S. disallowed interest expense carryforwards created by the provisions of the TCJA and the benefit in 2023 was due to the release of the valuation allowance on certain U.S. federal and state deferred tax assets during the third quarter.

Material Handling Results

	Three Months Ended September 30,						Increase (Decrease)					Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023					2024			2023			2024 versus 2023
Revenues:
New and used equipment sales	$	87.2		$	89.8		$	(2.6	)	(2.9	)%	$	271.5		$	267.5		$	4.0		1.5	%
Parts sales		24.9			24.4			0.5		2.0	%		76.7			75.8			0.9		1.2	%
Service revenues		34.7			33.2			1.5		4.5	%		104.2			99.1			5.1		5.1	%
Rental revenues		19.3			19.6			(0.3	)	(1.5	)%		58.3			56.2			2.1		3.7	%
Rental equipment sales		2.8			1.6			1.2		75.0	%		8.1			3.9			4.2		107.7	%
Total revenues		168.9			168.6			0.3		0.2	%		518.8			502.5			16.3		3.2	%
Cost of revenues:
New and used equipment sales		70.4			70.9			(0.5	)	(0.7	)%		220.0			212.8			7.2		3.4	%
Parts sales		15.8			15.0			0.8		5.3	%		48.0			46.7			1.3		2.8	%
Service revenues		14.4			14.5			(0.1	)	(0.7	)%		42.8			42.8			—		—
Rental revenues		1.6			2.3			(0.7	)	(30.4	)%		6.3			6.6			(0.3	)	(4.5	)%
Rental depreciation		8.1			6.7			1.4		20.9	%		23.6			19.5			4.1		21.0	%
Rental equipment sales		1.9			0.7			1.2		171.4	%		5.2			2.2			3.0		136.4	%
Total cost of revenues		112.2			110.1			2.1		1.9	%		345.9			330.6			15.3		4.6	%
Gross profit		56.7			58.5			(1.8	)	(3.1	)%		172.9			171.9			1.0		0.6	%
General and administrative expenses		47.2			54.9			(7.7	)	(14.0	)%		142.7			140.3			2.4		1.7	%
Non-rental depreciation and amortization		2.4			1.9			0.5		26.3	%		7.0			5.9			1.1		18.6	%
Total operating expenses		49.6			56.8			(7.2	)	(12.7	)%		149.7			146.2			3.5		2.4	%
Income from operations		7.1			1.7			5.4		317.6	%		23.2			25.7			(2.5	)	(9.7	)%
Other (expense) income:
Interest expense, floor plan payable – new equipment		(0.9	)		(0.8	)		(0.1	)	12.5	%		(2.7	)		(1.9	)		(0.8	)	42.1	%
Interest expense – other		(5.7	)		(4.1	)		(1.6	)	39.0	%		(14.9	)		(11.3	)		(3.6	)	31.9	%
Other income		0.2			8.0			(7.8	)	(97.5	)%		0.4			0.3			0.1		33.3	%
Total other (expense) income, net		(6.4	)		3.1			(9.5	)	(306.5	)%		(17.2	)		(12.9	)		(4.3	)	33.3	%
Income before taxes	$	0.7		$	4.8		$	(4.1	)	(85.4	)%	$	6.0		$	12.8		$	(6.8	)	(53.1	)%
	Percent of Revenues						Percent of Revenues
---	---	---	---	---	---	---	---	---	---	---	---	---
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
New and used equipment sales		51.7	%		53.3	%		52.4	%		53.2	%
Parts sales		14.7	%		14.5	%		14.8	%		15.1	%
Service revenues		20.5	%		19.7	%		20.0	%		19.7	%
Rental revenues		11.4	%		11.6	%		11.2	%		11.2	%
Rental equipment sales		1.7	%		0.9	%		1.6	%		0.8	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues:
New and used equipment sales		41.7	%		42.1	%		42.5	%		42.3	%
Parts sales		9.4	%		8.9	%		9.3	%		9.3	%
Service revenues		8.5	%		8.6	%		8.2	%		8.6	%
Rental revenues		0.9	%		1.3	%		1.2	%		1.3	%
Rental depreciation		4.8	%		4.0	%		4.5	%		3.9	%
Rental equipment sales		1.1	%		0.4	%		1.0	%		0.4	%
Total cost of revenues		66.4	%		65.3	%		66.7	%		65.8	%
Gross profit		33.6	%		34.7	%		33.3	%		34.2	%

Non-GAAP Financial Measure: Organic Revenues

	Organic Revenues									Organic Revenues
	Three months ended September 30,				Increase (Decrease)					Nine Months Ended September 30,				Increase (Decrease)
	2024		2023		2024 versus 2023					2024		2023		2024 versus 2023
Total revenues	$	168.9	$	168.6	$	0.3		0.2	%	$	518.8	$	502.5	$	16.3	3.2	%
Acquisitions revenues		—		—							1.8		—
Organic revenues:
New and used equipment sales		87.2		89.8		(2.6	)	(2.9	)%		271.0		267.5		3.5	1.3	%
Parts sales		24.9		24.4		0.5		2.0	%		76.1		75.8		0.3	0.4	%
Service revenues		34.7		33.2		1.5		4.5	%		103.5		99.1		4.4	4.4	%
Rental revenues		19.3		19.6		(0.3	)	(1.5	)%		58.3		56.2		2.1	3.7	%
Rental equipment sales		2.8		1.6		1.2		75.0	%		8.1		3.9		4.2	107.7	%
Total organic revenues	$	168.9	$	168.6	$	0.3		0.2	%	$	517.0	$	502.5	$	14.5	2.9	%

Revenues: Material Handling segment revenues increased by $0.3 million to $168.9 million for the three months ended September 30, 2024 as compared to the same period last year, all on an organic basis. New and used equipment sales are relatively flat year over year as we continue to work through a notable equipment sales backlog, while managing a depressed demand environment in the equipment spot market. Product support revenues, made up of the combined parts and service departments, improved by 3.5%, with service revenues increasing 4.5% in the third quarter over the same period in the prior year, reflecting our ability to pass along inflationary-based pricing increases to our customers to support their fleets in a period of flat demand. Rental revenues decreased from $19.6 million to $19.3 million, or 1.5%, for the three months ended September 30, 2024 as compared to the same period last year, despite the Material Handling segment holding a larger average fleet size when comparing the two periods. Rental equipment sales increased $1.2 million organically, or 75.0%, on low volume as we have strategically targeted and disposed of underperforming rental units or rental units that have reached the end of their useful life in our fleet.

Material Handling segment revenues increased by $16.3 million, or 3.2%, to $518.8 million for the nine months ended September 30, 2024 as compared to the same period last year. Organically, the segment revenues increased by $14.5 million, or 2.9%, year to date over the same period in the prior year. Organic new and used equipment sales increased 1.3% while working through a notable equipment sales backlog during the year. On an organic basis, product support revenues, made up of the combined parts and service departments increased by 2.7%, with improved productivity measures and rates when compared to the same period last year. Rental revenues increased 3.7% on an organic basis for the nine months ended September 30, 2024 as compared to the same period last year primarily related to a higher nominal level of fleet on rent and moderately increased rates. Rental equipment sales increased $4.2 million organically, or 107.7%, on low volume as we have strategically sold underperforming rental units or disposed of rental equipment that reached the end of its useful life in our fleet.

Gross profit (GP):

	Three Months Ended September 30,						Increase (Decrease)			Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023			2024			2023			2024 versus 2023
	GP%			GP%			GP%			GP%			GP%			GP%
New and used equipment sales		19.3	%		21.0	%		(1.7	)%		19.0	%		20.4	%		(1.4	)%
Parts sales		36.5	%		38.5	%		(2.0	)%		37.4	%		38.4	%		(1.0	)%
Service revenues		58.5	%		56.3	%		2.2	%		58.9	%		56.8	%		2.1	%
Rental revenues		49.7	%		54.1	%		(4.4	)%		48.7	%		53.6	%		(4.9	)%
Rental equipment sales		32.1	%		56.3	%		(24.2	)%		35.8	%		43.6	%		(7.8	)%
Segment gross profit		33.6	%		34.7	%		(1.1	)%		33.3	%		34.2	%		(0.9	)%

Material Handling gross profit margin for the three months ended September 30, 2024 decreased 110 basis points to 33.6% compared to the same period in 2023. New and used equipment gross margins decreased as a result of heightened competitive pressures from greater availability of equipment in the marketplace relative to the prior year. Parts gross margins decreased 200 basis points on higher restocking fees. The 220 basis point service margin increase for the three months ended September 30, 2024 compared to the prior year same period can be attributed to margin improvements in customer-billed service work, whereas OEM-billed warranty and fleet service margins decreased in the quarter. Rental revenues gross margins have declined 440 basis points primarily due to replenishing and increasing the size of our rental fleet and the associated increase in depreciation expense. Rental equipment sales margins decreased on low volume of sales and pricing pressures from greater availability of equipment in the marketplace relative to the prior year.

Material Handling gross profit for the nine months ended September 30, 2024 decreased 90 basis points to 33.3% compared to the same period in 2023. New and used equipment gross margins compressed slightly due to sales mix variances, with reduced sales coming from Peaklogix, our higher margin warehousing solutions platform, and increased pressure on used equipment pricing. Parts gross margins have remained relatively consistent year over year and in line with expectations. The 210 basis point service margin increase for the nine months ended September 30, 2024 compared to the prior year same period can be attributed to margin improvements in major service categories, customer and OEM warranty and fleet work, on better pricing and technician productivity measures. Rental revenues gross margins have declined 490 basis points primarily due to replenishing and increasing the size of our rental fleet and the associated increase in depreciation expense. Rental equipment sales margins decreased on low volume of sales and pricing pressures from greater availability of equipment in the marketplace relative to the prior year.

Operating expenses: Material Handling operating expenses decreased by $7.2 million to $49.6 million for the three months ended September 30, 2024 as compared to the same period last year, primarily due to a year-to-date cumulative change in the allocation of intercompany expenses for shared service functions from Other income to General and administrative expenses during the third quarter of 2023.

Material Handling operating expenses increased by $3.5 million to $149.7 million for the nine months ended September 30, 2024 as compared to the same period last year, mainly due to the full period impact from the M&G acquisition in March 2023 and personnel-related cost increases in wages and benefits.

Other (expense) income, net: Material Handling other (expense) income, net increased by $9.5 million to $6.4 million for the three months ended September 30, 2024 as compared to the same period last year. The increase is mainly related to the aforementioned cumulative change in intercompany expense allocation for shared service functions and increased interest expense due to higher effective interest rates, inventory, and rental fleet levels.

Material Handling other expense, net increased by $4.3 million to $17.2 million for the nine months ended September 30, 2024 as compared to the same period last year. The increase is mainly related to increased interest expense due to higher effective interest rates, inventory, and rental fleet levels.

Construction Equipment Results

	Three Months Ended September 30,						Increase (Decrease)					Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023					2024			2023			2024 versus 2023
Revenues:
New and used equipment sales	$	118.0		$	150.8		$	(32.8	)	(21.8	)%	$	389.6		$	412.1		$	(22.5	)	(5.5	)%
Parts sales		48.4			42.9			5.5		12.8	%		143.5			126.4			17.1		13.5	%
Service revenues		29.6			27.3			2.3		8.4	%		90.0			81.1			8.9		11.0	%
Rental revenues		34.0			34.1			(0.1	)	(0.3	)%		96.4			90.2			6.2		6.9	%
Rental equipment sales		32.3			26.9			5.4		20.1	%		93.3			86.8			6.5		7.5	%
Total revenues		262.3			282.0			(19.7	)	(7.0	)%		812.8			796.6			16.2		2.0	%
Cost of revenues:
New and used equipment sales		103.9			131.5			(27.6	)	(21.0	)%		340.6			353.7			(13.1	)	(3.7	)%
Parts sales		33.5			29.5			4.0		13.6	%		98.7			88.5			10.2		11.5	%
Service revenues		11.6			12.0			(0.4	)	(3.3	)%		36.8			34.0			2.8		8.2	%
Rental revenues		3.9			3.4			0.5		14.7	%		12.2			11.4			0.8		7.0	%
Rental depreciation		22.1			22.5			(0.4	)	(1.8	)%		63.7			59.7			4.0		6.7	%
Rental equipment sales		25.4			20.3			5.1		25.1	%		71.0			64.3			6.7		10.4	%
Total cost of revenues		200.4			219.2			(18.8	)	(8.6	)%		623.0			611.6			11.4		1.9	%
Gross profit		61.9			62.8			(0.9	)	(1.4	)%		189.8			185.0			4.8		2.6	%
General and administrative expenses		56.2			57.3			(1.1	)	(1.9	)%		171.1			152.3			18.8		12.3	%
Non-rental depreciation and amortization		3.8			2.5			1.3		52.0	%		11.3			7.3			4.0		54.8	%
Total operating expenses		60.0			59.8			0.2		0.3	%		182.4			159.6			22.8		14.3	%
Income from operations		1.9			3.0			(1.1	)	(36.7	)%		7.4			25.4			(18.0	)	(70.9	)%
Other (expense) income:
Interest expense, floor plan payable – new equipment		(1.9	)		(1.3	)		(0.6	)	46.2	%		(5.3	)		(3.3	)		(2.0	)	60.6	%
Interest expense – other		(11.4	)		(7.4	)		(4.0	)	54.1	%		(29.6	)		(19.9	)		(9.7	)	48.7	%
Other income		0.6			6.5			(5.9	)	(90.8	)%		1.5			1.5			—		—
Total other expense, net		(12.7	)		(2.2	)		(10.5	)	477.3	%		(33.4	)		(21.7	)		(11.7	)	53.9	%
(Loss) income before taxes	$	(10.8	)	$	0.8		$	(11.6	)	(1450.0	)%	$	(26.0	)	$	3.7		$	(29.7	)	(802.7	)%
	Percent of Revenues						Percent of Revenues
---	---	---	---	---	---	---	---	---	---	---	---	---
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
New and used equipment sales		44.9	%		53.5	%		47.8	%		51.7	%
Parts sales		18.5	%		15.2	%		17.7	%		15.9	%
Service revenues		11.3	%		9.7	%		11.1	%		10.2	%
Rental revenues		13.0	%		12.1	%		11.9	%		11.3	%
Rental equipment sales		12.3	%		9.5	%		11.5	%		10.9	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues:
New and used equipment sales		39.6	%		46.5	%		42.0	%		44.4	%
Parts sales		12.8	%		10.5	%		12.1	%		11.1	%
Service revenues		4.4	%		4.3	%		4.5	%		4.3	%
Rental revenues		1.5	%		1.2	%		1.5	%		1.4	%
Rental depreciation and amortization		8.4	%		8.0	%		7.8	%		7.5	%
Rental equipment sales		9.7	%		7.2	%		8.7	%		8.1	%
Total cost of revenues		76.4	%		77.7	%		76.6	%		76.8	%
Gross profit		23.6	%		22.3	%		23.4	%		23.2	%

Non-GAAP Financial Measure: Organic Revenues

	Organic Revenues									Organic Revenues
	Three months ended September 30,				Increase (Decrease)					Nine Months Ended September 30,				Increase (Decrease)
	2024		2023		2024 versus 2023					2024		2023		2024 versus 2023
Total revenues	$	262.3	$	282.0	$	(19.7	)	(7.0	)%	$	812.8	$	796.6	$	16.2		2.0	%
Acquisitions revenues		21.7		—							56.4		—
Organic revenues:
New and used equipment sales		106.3		150.8		(44.5	)	(29.5	)%		357.2		412.1		(54.9	)	(13.3	)%
Parts sales		44.1		42.9		1.2		2.8	%		132.0		126.4		5.6		4.4	%
Service revenues		29.0		27.3		1.7		6.2	%		87.7		81.1		6.6		8.1	%
Rental revenues		30.4		34.1		(3.7	)	(10.9	)%		88.2		90.2		(2.0	)	(2.2	)%
Rental equipment sales		30.8		26.9		3.9		14.5	%		91.3		86.8		4.5		5.2	%
Total organic revenues	$	240.6	$	282.0	$	(41.4	)	(14.7	)%	$	756.4	$	796.6	$	(40.2	)	(5.0	)%

Revenues: Construction Equipment segment revenues decreased by $19.7 million to $262.3 million for the three months ended September 30, 2024 as compared to the same period last year. Organic segment revenues decreased 14.7% for the three months ended September 30, 2024 over the same period in the prior year, amid a softer demand backdrop. New and used equipment sales decreased organically by $44.5 million, or 29.5%, while rental equipment sales increased for the three months ended September 30, 2024 by $3.9 million. Market demand for equipment from medium and small contractors has declined as interest rates have stayed elevated and new project funding has become more challenging. Further, heightened new equipment availability and dealer stock levels throughout the industry have resulted in an increased competitive environment compared to a year ago making holding market share in certain regions and product categories more difficult. Despite a challenging environment for equipment sales, product support revenues, consisting of parts and service revenues, increased 4.1% organically as we have been able to increase skilled technician headcount and improve rate realization on service labor. Rental revenues decreased 10.9%, on an organic basis for the three months ended September 30, 2024 as compared to the same period last year on reduced utilization.

Construction Equipment segment revenues increased by $16.2 million to $812.8 million for the nine months ended September 30, 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. Organic segment revenues decreased 5.0% for the nine months ended September 30, 2024 over the same period in the prior year. New and used equipment sales decreased organically by $54.9 million, or 13.3%, while rental equipment sales increased for the nine months ended September 30, 2024 by $4.5 million. As has been the experience the last several quarters, the industry continues to struggle with high interest rates and uncertainty surrounding the U.S. presidential election causing hesitancy amongst new equipment buyers, resulting in lower sales volumes from fewer market opportunities. Product support revenues increased 5.9% organically due to higher technician headcount and improved rates on service labor. Rental revenues decreased 2.2% on an organic basis for the nine months ended September 30, 2024 compared to the same period last year as rental demand is moderating.

Gross profit (GP):

	Three Months Ended September 30,						Increase (Decrease)			Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023			2024			2023			2024 versus 2023
	GP%			GP%			GP%			GP%			GP%			GP%
New and used equipment sales		11.9	%		12.8	%		(0.9	)%		12.6	%		14.2	%		(1.6	)%
Parts sales		30.8	%		31.2	%		(0.4	)%		31.2	%		30.0	%		1.2	%
Service revenues		60.8	%		56.0	%		4.8	%		59.1	%		58.1	%		1.0	%
Rental revenues		23.5	%		24.0	%		(0.5	)%		21.3	%		21.2	%		0.1	%
Rental equipment sales		21.4	%		24.5	%		(3.1	)%		23.9	%		25.9	%		(2.0	)%
Segment gross profit		23.6	%		22.3	%		1.3	%		23.4	%		23.2	%		0.2	%

Construction Equipment gross profit increased by 130 basis points to 23.6% in the three months ended September 30, 2024 from 22.3% in the same period in 2023. New and used equipment sales margins decreased 90 basis points to 11.9%, primarily related to greater equipment supply on the market coupled with declining used equipment pricing when compared to the same period last year. Parts sales margins for the three months ended September 30, 2024 decreased modestly when compared to the same time last year, but remain in line with expectations. Service gross margins increased by 480 basis points year over year with improved productivity and rate realization on service labor. Rental revenues gross margin for the three months ended September 30, 2024 decreased by 50 basis points from a year ago, but remained within our expected range. Finally, gross margins on rental equipment sales experienced a reduction when compared to the same time last year amid industry-wide pricing pressures on used equipment.

Construction Equipment gross profit increased by 20 basis points to 23.4% in the nine months ended September 30, 2024 from 23.2% in the same period in 2023. New and used equipment sales margins decreased 160 basis points to 12.6%, primarily related to greater equipment supply in the market resulting in tighter sales margins this year when compared to the same period last year, and pricing pressures on used equipment. Parts sales margins for the nine months ended September 30, 2024 increased 120 basis points when compared to the same time last year. The 2023 acquisition of Ault has improved the parts sales margins during the nine months ended September 30, 2024 as parts for specialized aggregate and mining equipment command a premium compared to traditional construction equipment parts. Service gross margins increased by 100 basis points year over year mainly from improved rate realization. Rental revenues gross margin for the nine months ended September 30, 2024 were relatively flat from a year ago, consistent with expectations. Gross margins on rental equipment sales for the nine months ended September 30, 2024 were reduced from a year ago amid the aforementioned pricing pressures on used equipment.

Operating expenses: Construction Equipment operating expenses increased by $0.2 million to $60.0 million for the three months ended September 30, 2024 as compared to the same period in 2023. The overall increase is mainly due to the full-period impact from the Burris and Ault acquisitions made in the fourth quarter of 2023, but is also influenced by relatively higher personnel and facility-related expenses. Organic operating expenses remained flat between the comparative three month periods. Additionally, and similar to the Material Handling segment, a year-to-date cumulative change in the allocation of intercompany expenses for shared service functions from Other income to General and administrative expenses was made during the third quarter of 2023, partially offsetting the aforementioned increases from acquisitions.

Construction Equipment operating expenses increased by $22.8 million to $182.4 million for the nine months ended September 30, 2024 as compared to the same period in 2023. The increase is mainly due to the full-period impact from the Burris and Ault acquisitions made in the fourth quarter of 2023 but is also influenced primarily by higher wage levels, rising benefit costs, and increased marketing, and facility-related expenses. Notably, with the change to the Condensed Consolidated Statements of Operations classification of the allocation of intercompany expenses for shared service functions made in the third quarter of 2023, the comparative year-to-date values align consistently between one another.

Other expense, net: Construction Equipment other expense, net increased by $10.5 million to $12.7 million for the three months ended September 30, 2024 as compared to the same period in 2023. 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, increased debt from financed acquisitions within the segment, and the aforementioned cumulative change in shared service function intercompany segment allocations.

Construction Equipment other expense, net increased by $11.7 million to $33.4 million for the nine months ended September 30, 2024 as compared to the same period in 2023. The variance was driven by the same aforementioned factors driving increased interest costs for the three months ended September 30, 2024.

Master Distribution Results

	Three Months Ended September 30,						Increase (Decrease)						Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023						2024			2023			2024 versus 2023
Revenues:
New and used equipment sales	$	15.3		$	15.2		$	0.1			0.7	%	$	38.8		$	57.3		$	(18.5	)		(32.3	)%
Parts sales		2.2			2.5			(0.3	)		(12.0	)%		7.1			7.9			(0.8	)		(10.1	)%
Service revenues		0.3			0.1			0.2			200.0	%		0.6			0.3			0.3			100.0	%
Rental revenues		0.4			0.3			0.1			33.3	%		1.2			0.7			0.5			71.4	%
Total revenues		18.2			18.1			0.1			0.6	%		47.7			66.2			(18.5	)		(27.9	)%
Cost of revenues:
New and used equipment sales		11.3			12.0			(0.7	)		(5.8	)%		28.9			42.7			(13.8	)		(32.3	)%
Parts sales		0.7			1.1			(0.4	)		(36.4	)%		3.4			3.8			(0.4	)		(10.5	)%
Service revenues		0.3			—			0.3		NA				0.6			0.2			0.4			200.0	%
Rental revenues		0.1			—			0.1		NA				—			—			—		NA
Rental depreciation		0.2			0.2			—			—			0.8			0.5			0.3			60.0	%
Total cost of revenues		12.6			13.3			(0.7	)		(5.3	)%		33.7			47.2			(13.5	)		(28.6	)%
Gross profit		5.6			4.8			0.8			16.7	%		14.0			19.0			(5.0	)		(26.3	)%
General and administrative expenses		3.0			3.3			(0.3	)		(9.1	)%		10.7			9.1			1.6			17.6	%
Non-rental depreciation and amortization		0.9			0.9			—			—			2.7			2.7			—			—
Total operating expenses		3.9			4.2			(0.3	)		(7.1	)%		13.4			11.8			1.6			13.6	%
Income from operations		1.7			0.6			1.1			183.3	%		0.6			7.2			(6.6	)		(91.7	)%
Other (expense) income:
Interest expense, floor plan payable – new equipment		(0.3	)		(0.2	)		(0.1	)		50.0	%		(0.9	)		(0.5	)		(0.4	)		80.0	%
Interest expense – other		(0.9	)		(0.7	)		(0.2	)		28.6	%		(2.2	)		(2.0	)		(0.2	)		10.0	%
Other (expense) income		(0.4	)		0.6			(1.0	)		(166.7	)%		(0.5	)		0.4			(0.9	)		(225.0	)%
Total other expense, net		(1.6	)		(0.3	)		(1.3	)		433.3	%		(3.6	)		(2.1	)		(1.5	)		71.4	%
Income (loss) before taxes	$	0.1		$	0.3		$	(0.2	)		(66.7	)%	$	(3.0	)	$	5.1		$	(8.1	)		(158.8	)%
	Percent of Revenues						Percent of Revenues
---	---	---	---	---	---	---	---	---	---	---	---	---
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
New and used equipment sales		84.1	%		84.0	%		81.3	%		86.6	%
Parts sales		12.1	%		13.8	%		14.9	%		11.9	%
Service revenues		1.6	%		0.5	%		1.3	%		0.4	%
Rental revenues		2.2	%		1.7	%		2.5	%		1.1	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues:
New and used equipment sales		62.2	%		66.3	%		60.5	%		64.5	%
Parts sales		3.8	%		6.1	%		7.1	%		5.7	%
Service revenues		1.6	%		—			1.3	%		0.3	%
Rental revenues		0.5	%		—			—			—
Rental depreciation and amortization		1.1	%		1.1	%		1.7	%		0.8	%
Total cost of revenues		69.2	%		73.5	%		70.6	%		71.3	%
Gross profit		30.8	%		26.5	%		29.4	%		28.7	%

Revenues: Master Distribution segment revenues for the three months ended September 30, 2024 were $18.2 million, an increase of $0.1 million from the prior year same period. The Master Distribution segment has two primary sales channels for which it sells equipment: (1) through its dealer channel whereby contractual relationships are established with sub-dealers that hold stock inventory and ultimately sell to end users and (2) through direct sale relationships whereby end customers source specific types of equipment directly. Despite direct sales increasing, we had similar sales totals during the three months ended September 30, 2024 when compared to the third quarter of 2023 as the dealer channel continued to display constrained demand dynamics, demonstrating a reluctance to restock product as many dealers manage through inventory overstock. Parts sales were slightly down as end-market dynamics negatively influenced aftermarket sales as well.

Master Distribution segment revenues for the nine months ended September 30, 2024 were $47.7 million, a decrease of $18.5 million from the prior year same period. As dealer channel sales depend on sub-dealer stocking levels, in 2023 the supply of new equipment was in the initial phase of meeting high levels of pent-up post-pandemic demand and our Master Distribution sub-dealers fulfilled stocking needs. This dealer stocking dynamic led to higher than typical sales volume for our Master Distribution segment for the nine months ended September 30, 2023, but particularly within the first six months of 2023. With the dealer channel full and a challenging equipment demand environment due in part to an elevated interest rate environment, volumes and revenues have suffered comparably in 2024. Conversely, and despite being a smaller portion of the total sales mix, the Master Distribution segment's direct sale business, primarily consisting of compost turning and bulk commercial food waste processing machinery, has improved as we sell to environmentally conscious customer end users throughout North America. Parts sales were slightly down based on mix, as we sold multiple large component parts in the nine months ended September 30, 2023 when compared to the same period this year.

Gross profit (GP):

	Three Months Ended September 30,						Increase (Decrease)			Nine Months Ended September 30,						Increase (Decrease)
	2024			2023			2024 versus 2023			2024			2023			2024 versus 2023
	GP%			GP%			GP%			GP%			GP%			GP%
New and used equipment sales		26.1	%		21.1	%		5.0	%		25.5	%		25.5	%		—
Parts sales		68.2	%		56.0	%		12.2	%		52.1	%		51.9	%		0.2	%
Service revenues		—			100.0	%	NM				—			33.3	%	NM
Rental revenues		25.0	%		33.3	%		(8.3	)%		33.3	%		28.6	%		4.7	%
Segment gross profit		30.8	%		26.5	%		4.3	%		29.4	%		28.7	%		0.7	%
NM - calculated change not meaningful

For the three months ended September 30, 2024, gross profit margin on new and used equipment sales were 26.1%, up 500 basis points from prior year, but overall in line with expectations considering product mix. Parts gross profit margin was 68.2% for the three months ended September 30, 2024, up 1,220 basis points compared to the same period last year, above expectations for a single quarter result due to a parts obsolescence reserve adjustment made during the quarter.

For the nine months ended September 30, 2024, gross profit margin on new and used equipment sales were 25.5%, flat from prior year and in line with expectations. Parts gross profit margin was 52.1% for the nine months ended September 30, 2024, up 20 basis points compared to the same period last year, in line with expectations.

Operating expenses: Master Distribution segment operating expenses were $3.9 million for the three months ended September 30, 2024, a decrease of $0.3 million to the prior year. The decrease from the prior year is primarily related to the recording of non-cash adjustments for contingent consideration associated with earn-outs during the three months ended September 30, 2023, which did nor reoccur in 2024. Operating expenses otherwise remained relatively flat during the quarter.

Master Distribution segment operating expenses were $13.4 million for the nine months ended September 30, 2024, an increase of $1.6 million primarily related to non-cash adjustments for contingent consideration earn-outs associated with the acquisition of Ecoverse in November 2022. Personnel costs, such as wages and benefits, and sales-related expenses represented the remainder of the increase in operating expenses of the Master Distribution segment year over year.

Other expense, net: Master Distribution other expense, net was $1.6 million for the three months ended September 30, 2024, an increase over prior year partially attributed to higher interest costs on larger inventory balances, but primarily related to exchange rate fluctuations.

Master Distribution other expense, net was $3.6 million for the nine months ended September 30, 2024, an increase over prior year attributed to higher interest costs on larger inventory balances and the impact of exchange rate fluctuations.

Liquidity and Capital Resources

The nine months ended September 30, 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 nine months ended September 30, 2024, operating activities resulted in net cash provided by operations of $22.1 million. Our reported net loss of $51.5 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, loss on debt extinguishment, deferred income taxes, and stock-based compensation, provided net cash inflows of $56.2 million. Changes in working capital included $152.2 million of inventory purchased (of which $105.6 million was transferred into our rental fleet for replenishment), and a $26.5 million decrease in accounts receivable. Cash flows from operating activities were favorably impacted by $92.5 million due to proceeds from the sale of rent-to-sell equipment, $8.4 million in net inflows related to manufacturer floor plans, and by a $4.3 million net change in prepaid expenses and other assets and leases, deferred revenue, and other liabilities and unfavorably impacted by a $13.6 million decrease in accounts payable, accrued expenses, customer deposits, and other current liabilities.

For the nine months ended September 30, 2023, operating activities resulted in net cash used in operations of $23.1 million. Our reported net income of $10.8 million, when adjusted for non-cash income and expense items, such as depreciation and amortization, inventory obsolescence and bad debt reserves, and stock-based compensation, provided net cash inflows of $91.5 million. Changes in working capital included $247.4 million of inventory purchased (of which $143.0 million has been transferred into our rental fleet for replenishment and growth purposes), and a $32.7 million increase in accounts receivable. Cash flows from operating activities were favorably impacted by $87.0 million due to proceeds from the sale of rent-to-sell equipment, $97.9 million in net inflows related to manufacturer floor plans and unfavorably impacted by a $6.9 million decrease in accounts payable, accrued expenses, customer deposits, and other current liabilities and by a $12.5 million net change in prepaid expenses and other assets and leases, deferred revenue, and other liabilities.

Cash Flow from Investing Activities. For the nine months ended September 30, 2024, our cash used in investing activities was $48.0 million. This was mainly due to $59.2 million purchases of rental equipment, non-rental property and equipment, and other investing activities partially offset by $8.9 million proceeds from the sale of rent-to-rent equipment and $2.3 million proceeds from the sale of non-rental property and equipment.

For the nine months ended September 30, 2023, our cash used in investing activities was $56.9 million. This was mainly due to $61.4 million purchases of rental equipment, non-rental property and equipment, and other investing activities as well as acquisition activity partially offset by $3.7 million proceeds from the sale of rent-to-rent equipment and $0.8 million proceeds from the sale of non-rental property and equipment.

Cash Flow from Financing Activities. For the nine months ended September 30, 2024, cash provided by financing activities was $9.7 million. This cash inflow was mainly due to the $353.5 million of net proceeds from our line of credit, long-term borrowings, and finance lease obligations, which funded the $319.4 extinguishment of our Senior Secured Second Lien Notes due April 2026 and the increase in net working capital previously noted. These cash inflows also were partially offset by payments of $8.1 million for preferred and common stock dividends, net payments of $9.3 million related to non-manufacturer floor plans, $2.0 million for common stock repurchases, and $3.1 million related to other financing activities.

For the nine months ended September 30, 2023, cash provided by financing activities was $78.2 million. The favorable impact was mainly due to $81.5 million of net proceeds under our line of credit, long-term debt, and finance lease obligations, which funded the increase in net working capital and rental fleet as previously noted and net proceeds of $9.8 million related to non-manufacturer floor plans. This was partially offset by payments of $7.9 million for preferred and common stock dividends and $5.2 million related to other financing activities.

Sources of Liquidity

Our principal sources of liquidity have been from cash provided by our service, parts and rental related operations and the sales of new, used, and rental fleet equipment, proceeds from the issuance of debt, and borrowings available under our line of credit and floor plans. The Company reported $14.6 million in cash as of September 30, 2024. For more information on our available borrowings under the revolving line of credit, senior secured second lien notes, and floor plans, please refer to Note 8, Floor Plans and Note 9, Long-term Debt. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested as we do not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs.

Cash Requirements Related to Operations

Our principal uses of cash have been to fund operating activities and working capital, including but not limited to new and used equipment inventories, purchases of rental fleet equipment and personal property, payments due under line of credit and floor plans, acquisitions, debt service requirements, stock repurchases, and preferred stock and common stock dividends. In the future, we may pursue additional strategic acquisitions and seek to open new start-up locations. We anticipate that the uses described above encompass the principal demands on our cash and availability under our line of credit and floor plans in the future.

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. Our gross rental fleet capital expenditures for the nine months ended September 30, 2024 was $151.2 million, including $105.6 million of transfers from new and used inventory to rental fleet. This gross rental fleet capital expenditure was offset by sales proceeds of rental equipment of $101.4 million for the nine months ended September 30, 2024 as our business model is to sell lightly used inventory to customers from our rental fleet to increase field population in our geographies. In response to changing economic conditions, we have the flexibility to modify our capital expenditures, especially as it relates to rental fleet.

To service our debt, we will require a significant amount of cash. Our ability to pay interest and principal on our indebtedness, will depend upon our future operating performance and the availability of borrowings under the line of credit and/or other debt and equity financing alternatives available to us, which will be affected by prevailing economic conditions and conditions in the global credit and capital markets, as well as financial, business and other factors, some of which are beyond our control. Based on our current level of operations and given the current state of the capital markets, we believe our cash flows from operations, available cash, and available borrowings under the line of credit will be adequate to meet our future liquidity needs for the foreseeable future. As of September 30, 2024, we had $360.8 million of available borrowings under the ABL Facility and Floor Plan Facilities.

Critical Accounting Policies and Estimates

In the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures. Our management reviews these estimates and assumptions on an ongoing basis. While we believe the estimates and judgments we use in preparing our consolidated financial statements are reasonable and appropriate, they are subject to future events and uncertainties regarding their outcome; therefore, actual results may materially differ from these estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts first become known. See Note 2 to our condensed consolidated financial statements for a summary of our significant accounting policies.

Additionally, see Note 2 to the consolidated financial statements contained in the Company’s 2023 Annual Report on Form 10-K for a summary of our significant accounting policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risks primarily consist of interest rate risk associated with our variable and fixed rate debt, prices of certain commodities, and foreign currency exchange rate risks. From time to time, we employ financial instruments to manage the Company's exposure to changes in interest rates, diesel and unleaded fuel, and foreign currencies. See Note 14, Fair Value of Financial Instruments, for more information.

Interest rate risk: Our earnings may be affected by changes in interest rates on the ABL Facility and Floor Plan Facilities. The interest rates applicable to any loans under the ABL Facility are based, at the option of the borrowers, on (i) a floating rate based on the SOFR (for loans denominated in U.S. dollars) or Canadian Dollar Offered Rate (for loans denominated in Canadian dollars) plus an initial margin of 1.75% or (ii) CBFR (for loans denominated in U.S. dollars) or the Canadian Prime Rate (for loans denominated in Canadian dollars) less an initial margin of 0.75%, in each case, where margin is adjusted under the ABL Facility based on the quarterly average excess availability under the ABL Facility. The interest rates applicable to any loans under various Floor Plan Facilities ("Floor Plan Rates") are based on a wide range of benchmark rates (including SOFR, Prime, Bloomberg Short-Term Bank Yield Index, and the Canadian Bankers' Acceptance Rate) plus an applicable margin. As of September 30, 2024 the lowest Floor Plan Rate was SOFR plus an initial margin of 2.75%, and the highest was SOFR plus a margin of 5.1145% per annum.

At September 30, 2024 and December 31, 2023, we had $200.6 million and $317.5 million, respectively, outstanding borrowings under the ABL Facility. At September 30, 2024 and December 31, 2023, we had $396.4 million and $397.5 million, respectively, outstanding borrowings under the Floor Plan Facilities. As of September 30, 2024, based upon the amount of our variable rate debt outstanding, each one percentage point increase in the interest rates applicable to our variable rate debt, when including the hedge impact of our interest rate cap, would reduce our annual pre-tax earnings by $2.4 million. The amount of variable rate indebtedness outstanding may fluctuate significantly. See Note 8, Floor Plans, and Note 9, Long-Term Debt, in our condensed consolidated financial statements for additional information concerning the terms of our variable rate debt.

We have a fixed rate on the Notes of $500.0 million which are due in 2029. We do not have any exposure to changing interest rates as of September 30, 2024 on the fixed rate Notes. For additional information concerning the terms of our fixed rate debt, see Note 9, Long-Term Debt.

Commodity price risk: The market prices of diesel and unleaded fuels are unpredictable and can fluctuate significantly. 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. 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.

Foreign currency exchange rate risk: Due to our international operations, a portion of our revenues, cost of revenues, and operating expenses are subject to foreign currency exchange rate risk. Changes in the exchange rate of the U.S. dollar versus the Canadian dollar and European currencies affect the translated value and relative level of revenues and net income that we report from one period to the next. Based upon balances and exchange rates as of September 30, 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.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings.

The information required with respect to this item can be found in Note 11, Contingencies, of the notes to the unaudited consolidated financial statements contained in this quarterly report and is incorporated by reference into this Item 1.

Item 1A. Risk Factors.

We face a number of uncertainties and risks that are difficult to predict and many of which are outside of our control. For a detailed discussion of the risks that affect our business, please refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes from the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Share Repurchases

No shares were repurchased during the three months ended September 30, 2024. As of September 30, 2024, the Company had $10.5 million of remaining authorization under its share repurchase program.

On October 30, 2024, our Board of Directors approved an increase in the authorized repurchase amount under our share repurchase program, increasing the authorization from $12.5 million to $20.0 million. As of November 8, 2024, approximately $18.0 million remained available for future share repurchases under our share repurchase program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

(a) On November 8, 2024, the Board of Directors of the Company approved and adopted amended and restated bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date. Among other things, the amendments effected by the Amended and Restated Bylaws reflect changes related to director nominations and other proposals of business by stockholders in light of Rule 14a-19 under the Exchange Act (the “Universal Proxy Rule”), including (i) requiring any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of its director nominees in accordance with Rule 14a-19 under the Exchange Act and to provide evidence that the stockholder has complied with such Universal Proxy Rule requirements, and (ii) clarifying that any stockholder submitting a nomination or proposal must comply with applicable requirements under the Exchange Act and the Company’s ability to disregard a nomination in the event such stockholder does not so comply. The amendments effected by the Amended and Restated Bylaws also update provisions to reflect amendments and other matters related to the Delaware General Corporation Law (the “DGCL”), including aligning requirements related to stockholders’ lists with Section 219 of the DGCL. In addition, the Amended and Restated Bylaws was amended to incorporate certain other ministerial, clarifying and conforming changes. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

(c) On August 23, 2024, Craig Brubaker, Chief Operating Officer of the Company, entered into a Rule 10b5-1 trading arrangement (the “Rule 10b5-1 Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act to sell up to 33,525 shares of the Company’s Common Stock in order to pay taxes on previously issued share grants and to diversify his investment holdings. Sales under the 10b5-1 Plan will continue until all such shares are sold or December 31, 2025, whichever comes first.

Item 6. Exhibits.

Exhibit<br><br>Number	Description
3.1	Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-A (File No. 001-38864) filed by the Company on February 14, 2020).
3.2*	Amended and Restated Bylaws
3.3	Certificate of Designation for 10% Series A Cumulative Perpetual Preferred Stock of Alta Equipment Group Inc. (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on December 22, 2020)
4.1	Indenture, dated June 5, 2024, among the Company, the Guarantors therein and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on June 6, 2024).
4.2	Form of 9.000% Senior Secured Second Lien Notes due 2029 (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on June 6, 2024).
10.1	Intercreditor Agreement, dated June 5, 2024, between JPMORGAN CHASE BANK, N.A., as Administrative Agent for the ABL First Lien Secured Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Floor Plan First Lien Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Second Lien Secured Parties, and acknowledged by Alta Equipment Group Inc., Alta Equipment Holdings, Inc., Alta Enterprises, LLC, Alta Construction Equipment Illinois, LLC, Alta Heavy Equipment Services, LLC, Alta Industrial Equipment Michigan, LLC, Alta Construction Equipment, L.L.C., Alta Industrial Equipment Company, L.L.C., NITCO, LLC, Alta Construction Equipment Florida, LLC, Alta Industrial Equipment New York, LLC, Alta Construction Equipment New York, LLC, PeakLogix, LLC, Alta Construction Equipment Ohio, LLC, Alta Material Handling New York State, LLC, Alta Mine Services, LLC, Alta Kubota Michigan, LLC, Alta Construction Equipment New England, LLC, Alta Electric Vehicles Holding, LLC, Alta Electric Vehicles, LLC, Ginop Sales, Inc., A Alta Electric Vehicles South West, LLC, Alta Equipment Canada Holdings, Inc., Ecoverse, LLC, Alta Equipment Distribution, LLC, and Alta Construction Equipment Pennsylvania, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on June 6, 2024).
10.2	Sixth Amendment to Sixth Amended and Restated ABL First Lien Credit Agreement, dated June 5, 2024, among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on June 6, 2024).
10.3	Seventh Amendment to Sixth Amended and Restated Floor Plan First Lien Credit Agreement among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (File No. 001-38864) filed by the Company on June 6, 2024).
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALTA EQUIPMENT GROUP INC.
Date: November 12, 2024	By:	/s/ Anthony J. Colucci
		Anthony J. Colucci
		Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

EX-3.2

Exhibit 3.2

AMENDED & RESTATED BYLAWS

OF

ALTA EQUIPMENT GROUP INC.

(THE “CORPORATION”)

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

Section 1.2. Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 2.1. Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). The Corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board at any time, before or after notice of such meeting has been sent to the stockholders. At each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting.

Section 2.2. Special Meetings. Subject to the rights of the holders of any outstanding series of the preferred stock of the Corporation (“Preferred Stock”), and to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairperson of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). The Corporation may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board at any time, before or after notice of such meeting has been sent to the stockholders.

Section 2.3. Notices. Written notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

Section 2.4. Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”) or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairperson of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5. Voting of Shares. (a) Voting Lists. The Secretary of the Corporation (the “Secretary”) shall prepare, or shall cause the officer or agent who has charge of the stock ledger of the Corporation to prepare, no later than the tenth day before each meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of 10 days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairperson of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority. No stockholder shall have cumulative voting rights.

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(d) Required Vote. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6. Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairperson of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with Section 2.3 of these Bylaws. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2 of these Bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7. Advance Notice for Business. (a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought

before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7.

(b) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary and such business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice to the Secretary with respect to such business must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if the Corporation did not have an annual meeting in the preceding year, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The adjournment, recess or postponement of an annual meeting for which notice of the meeting has already been given to stockholders (or for which a public announcement of the meeting date has already been made) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7.

(c) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth (i) as to each such matter such stockholder proposes to bring before the annual meeting:

(A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting;

(B) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the proposal is made;

(C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder, by the beneficial owner, if any, on whose behalf the proposal is made, and by any of their affiliates as such term is defined in Rule 405 of the Securities Act of 1933, as amended (each, a “Proponent” and collectively, the “Proponents”), including any shares as to which such Proponent has a right to acquire beneficial ownership of at any time in the future;

(D) a description of all arrangements, agreements or understandings (whether oral or in writing) between any Proponent and any other person or persons (including their names) in connection with the proposal of such business, and any plans or proposals which any Proponent may have with respect to securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Schedule 13D of the Exchange Act (as defined below);

(E) the reasons for conducting such business at the meeting and any material interest including any anticipated benefit of such business to any Proponent;

(F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear at the annual meeting to bring such business before the meeting;

(G) a representation whether any Proponent or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation, and if so, the name of each participant in such solicitation, and whether any Proponent intends or is part of a group that intends to deliver, or make

available, a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required to approve the proposal or to otherwise solicit any proxies or votes from stockholders in support of such proposal;

(H) a description of all Derivative Transactions by each Proponent during the previous 12 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic or voting terms of, such Derivative Transactions;

(I) a certification regarding whether each Proponent has complied with all applicable federal, state and other legal requirements in connection with the acquisition of shares of capital stock or other securities of the Corporation; and

(J) the information relating to each Proponent that would be required to be disclosed in a proxy statement or other filings required to be made by the Corporation pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

(d) A stockholder providing the written notice required by this Section 2.7 shall update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to notice of the meeting and (ii) the date that is five business days prior to the meeting (and, in the event of any adjournment or postponement thereof, five business days prior to such adjourned or postponed meeting); provided, that no such update or supplement shall cure or affect the accuracy (or inaccuracy) of any representations made or the validity (or invalidity) of any proposal that failed to comply with these Bylaws.

(e) The foregoing notice requirements of this Section 2.7 shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder has complied with the requirements of such rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7, provided, however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.7 shall be deemed to preclude discussion by any stockholder of any such business. If the Board or the chairperson of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7 or that the information provided in a stockholder’s notice does not satisfy the requirements of this Section 2.7, such proposal shall not be presented for action at the annual meeting and shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.7, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(f) In addition to the provisions of this Section 2.7, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(g) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

(h) For purposes of these Bylaws:

(i) “Public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the

Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

(ii) “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any stockholder, whether record or beneficial, or any of their respective affiliates or associates (each as defined in Rule 405 of the Securities Act of 1933, as amended): (A) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Corporation; (B) that otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Corporation; (C) the effect or intent of which is to mitigate loss, manage risk or benefit from changes in value or price with respect to any securities of the Corporation; or (D) that provides the right to vote or increase or decrease the voting power of, such stockholder, beneficial owner or any of their respective affiliates or associates, directly or indirectly, with respect to any securities of the Corporation, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation or similar right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest in any securities of the Corporation held by any general or limited partnership or by any limited liability company.

Section 2.8. Conduct of Meetings. The chairperson of each annual and special meeting of stockholders shall be the Chairperson of the Board or, in the absence (or inability or refusal to act) of the Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairperson of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9. Consents in Lieu of Meeting. Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.

ARTICLE III

DIRECTORS

Section 3.1. Powers; Number. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware. Subject to the Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution of the Board.

Section 3.2. Advance Notice for Nomination of Directors. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2. The number of nominees a stockholder may nominate for election at a meeting of stockholders (or, in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected at such meeting.

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if the Corporation did not have an annual meeting in the preceding year, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before such special meeting and not later than the later of (x) the close of business on the 90th day before such meeting or (y) the close of business on the 10th day following the day on which the Corporation first makes a public announcement of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall an adjournment, recess or postponement of an annual meeting or special meeting for which notice of the meeting has already been given to stockholders (or for which a public announcement of the meeting date has already been made by the Corporation) commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.2.

(c) Notwithstanding anything in paragraphs (a) and (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least 10 days before the last day a stockholder may deliver a notice of nomination in accordance with paragraph (b), a stockholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement is first made by the Corporation.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth:

(i) As to each person whom the stockholder proposes to nominate for election as a director:

(A) the name, age, business address and residence address of the person;

(B) the principal occupation or employment of the person;

(C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the person and a list of any pledge of or encumbrances on such shares;

(D) the date or dates on which such shares were acquired and the investment intent of such acquisition;

(E) a completed and signed questionnaire, representation and agreement required by Section (e) below;

(F) a commitment by the proposed nominee to provide promptly to the Corporation such other information as the Corporation may reasonably request to determine whether such proposed nominee qualifies to serve on, or qualifies as an “independent director” or “audit committee financial expert” for purposes of membership on, the Board or any committee or sub-committee thereof under applicable law, the rules of any stock exchange upon which any of the Corporation’s securities are listed or any charter of any committee of the Board; and

(G) the information relating to the person that would be required to be disclosed or provided to the Corporation for purposes of a proxy statement or other filings required to be made by the Corporation in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and

(ii) As to the stockholder giving the notice:

(A) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made;

(B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder, by the beneficial owner, if any, on whose behalf the nomination is made, and by any of their affiliates as such term is defined in Rule 405 of the Securities Act of 1933, as amended (each, a “Proponent” and collectively, the “Proponents”), including any shares as to which such Proponent has a right to acquire beneficial ownership of at any time in the future;

(C) a description of all arrangements, agreements or understandings (whether oral or in writing) relating to the nomination between any Proponent, each proposed nominee, and any other person or persons (including their names), and any plans or proposals which any Proponent may have with respect to securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Schedule 13D of the Exchange Act;

(D) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear at the meeting to nominate the persons named in its notice;

(E) a representation whether any Proponent or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation with respect to such nomination and if so, the name of each participant in such solicitation;

(F) a representation whether the stockholder shall or is part of a group that shall:

(1) deliver, or make available, a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required to elect the nominee, or to otherwise solicit proxies or votes from stockholders in support of such nomination;

(2) solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act, including the delivery, through means satisfying each of the conditions that would be applicable to the Corporation under either Rule 14a-16(a) or Exchange Act Rule 14a-16(n) of the Exchange Act, a proxy statement and form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act) of at least 67% of the voting power of the Corporation’s stock entitled to vote generally in the election of directors; and

(3) promptly, after soliciting proxies from the requisite percentage of stockholders, and no later than five business days before the meeting, provide the Corporation with reasonable

evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(G) a description of all Derivative Transactions (as defined in Section 2.7 of these Bylaws) by each Proponent during the previous 12 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic or voting terms of, such Derivative Transactions;

(H) a certification regarding whether each Proponent has complied with all applicable federal, state and other legal requirements in connection with the acquisition of shares of capital stock or other securities of the Corporation; and

(I) the information relating to each Proponent that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

(e) As to each person whom the stockholder proposes to nominate for election as a director, the Secretary must receive:

(i) a completed and signed written questionnaire with respect to the background, qualifications, stock ownership and independence of each proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (in the form provided by the Secretary within ten (10) days following a written request therefor by a stockholder of record); and

(ii) a completed and signed written representation and agreement (in the form provided by the Secretary within ten (10) days following a written request therefor by a stockholder of record) that such person:

      \(A\) is not and will not become a party to:

(1) any agreement, arrangement or understanding (whether oral or in writing) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation in the questionnaire, or

(2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law;

(B) is not and will not become a party to any agreement, arrangement or understanding (whether oral or in writing) with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation or nominee that has not been disclosed in such questionnaire;

(C) would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation; and

(D) consents to being named as a nominee, and if elected as a director of the Corporation, consents to serve a director and intends to serve the entire term until the next meeting at which such director candidate would face re-election.

(f) A stockholder providing the written notice required by this Section 3.2 shall update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to notice of the meeting and (ii) the date that is five business days prior to the meeting (and, in the event of any adjournment or

postponement thereof, five business days prior to such adjourned or postponed meeting); provided, that no such update or supplement shall cure or affect the accuracy (or inaccuracy) of any representations made or the validity (or invalidity) of any nomination that failed to comply with these Bylaws. If any stockholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall promptly, after soliciting proxies from the requisite percentage of stockholders, and no later than five business days before the meeting, provide the Corporation with reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(g) The Chairperson of the Board, the chairperson of the meeting or any other person designated by the Board shall have the power and duty to determine whether a nomination to be brought before the meeting was made, as the case may be, in accordance with the procedures and requirements set forth in these Bylaws (including this Section 3.2) and the Exchange Act, including whether a stockholder or beneficial owner complied with the requirements of Rule 14a-19 under the Exchange Act. If the Board, the Chairperson of the Board or the chairperson of the meeting of stockholders determines that any nomination was not made in accordance with the requirements of these Bylaws (including this Section 3.2) or the Exchange Act (including but not limited to Rule 14a-19 under the Exchange Act), or that the information provided by the stockholder does not satisfy the requirements of this Section 3.2 (including but not limited to sections (a),(b),(c),(d),(e) and (f) of this Section 3.2), then such nomination shall not be considered at the meeting in question and shall be disregarded (and such nominee disqualified). In furtherance and not by way of limitation of the foregoing provisions, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, or if the stockholder does not provide the information required under this Section 3.2 to the Corporation within the time frames specified in these Bylaws, such nomination shall be disregarded, notwithstanding that the nomination is set forth in the notice of meeting or other proxy materials or that votes and proxies in respect of such nomination may have been received by the Corporation (which any such votes and proxies shall be disregarded as well).

(h) In addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 3.3. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board, and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed for their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

ARTICLE IV

BOARD MEETINGS

Section 4.1. Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Section 4.2. Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places (within or without the State of Delaware) as shall from time to time be determined by the Board.

Section 4.3. Special Meetings. Special meetings of the Board (a) may be called by the Chairperson of the Board, Chief Executive Officer or President and (b) shall be called by the Chairperson of the Board, Chief Executive Officer, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section

9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 9.4.

Section 4.4. Quorum; Required Vote. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, the chairperson of the meeting or a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5. Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper reproductions thereof) are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.6. Organization. The chairperson of each meeting of the Board shall be the Chairperson of the Board or, in the absence (or inability or refusal to act) of the Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairperson elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 5.1. Establishment. The Board may by resolution of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 5.2. Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3. Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Section 5.4. Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article III and Article IV of these Bylaws.

ARTICLE VI

OFFICERS

Section 6.1. Officers. The officers of the Corporation elected by the Board shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairperson of the Board (provided that notwithstanding the foregoing or anything to the contrary in these Bylaws, the Chairperson of the Board shall not be deemed an officer of the corporation unless specifically designated an officer by the Board), Presidents, Vice Presidents, Partners, Managing Directors, Senior Managing Directors, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer. The Board may leave any office vacant.

(a) Chairperson of the Board. The Chairperson of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairperson of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairperson of the Board shall not include supervision or control of the preparation of the financial statements of the Corporation (other than through participation as a member of the Board). The position of Chairperson of the Board and Chief Executive Officer may be held by the same person.

(b) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairperson of the Board pursuant to Section 6.1(a) above. In the absence (or inability or refusal to act) of the Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

(c) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairperson of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

(d) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(e) Secretary. (i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairperson of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(f) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(g) Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

(h) Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer.

Section 6.2. Term of Office; Removal; Vacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly elected and qualified by the Board or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Section 6.3. Other Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

Section 6.4. Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be stockholders or residents of the State of Delaware.

ARTICLE VII

SHARES

Section 7.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.

Section 7.2. Multiple Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a notice, in writing or by electronic transmission, containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.3. Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by any two authorized officers of the Corporation, including, without limitation, the Chief Executive Officer, the Chief Financial Officer, the President or a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

Section 7.4. Consideration and Payment for Shares.

(a) Subject to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of any tangible or intangible property or any benefit to the Corporation including cash, promissory notes, services performed, contracts for services to be performed or other securities, or any combination thereof.

(b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.

Section 7.5. Lost, Destroyed or Wrongfully Taken Certificates.

(a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.6. Transfer of Stock.

(a) If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:

(i) in the case of certificated shares, the certificate representing such shares has been surrendered;

(ii)(A) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(iii) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;

(iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and

(v) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.

Transfers may also be made in any manner authorized by the Corporation (or its authorized transfer agent) and permitted by Section 224 of the DGCL.

(b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.

Section 7.7. Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation.

Section 7.8. Effect of the Corporation’s Restriction on Transfer.

(a) A written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

(b) A restriction imposed by the Corporation on the transfer or on the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and such restriction was contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares.

Section 7.9. Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

ARTICLE VIII

INDEMNIFICATION

Section 8.1. Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Section 8.2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Section 8.3. Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation

to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Section 8.4. Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.

Section 8.5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6. Indemnification of Other Persons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of Indemnitees under this Article VIII.

Section 8.7. Amendments. Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VIII by stockholders shall require the affirmative vote of the stockholders holding at least 66.7% of the voting power of all outstanding shares of capital stock of the Corporation.

Section 8.8. Certain Definitions. For purposes of this Article VIII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.

Section 8.9. Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 8.10. Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2. Fixing Record Dates. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 9.3. Means of Giving Notice. (a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

(b) Notice to Stockholders. Any notice to stockholders by the Corporation shall be deemed given (a) if such notice is mailed, when such notice is deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, or (b) if such notice is delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

(c) For purposes of these Bylaws, “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be

retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful. Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) above to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission in accordance with Section 230(c) of the DGCL.

Section 9.4. Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or the Bylaws.

Section 9.5. Meeting Attendance via Remote Communication Equipment.

(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and, if entitled to vote, to vote on matters submitted to the applicable stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.6. Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7. Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 9.8. Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairperson of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairperson of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 9.9. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10. Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11. Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.

Section 9.12. Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Board, the Chairperson of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13. Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairperson of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such

surety companies as the Chairperson of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14. Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairperson of the Board, Chief Executive Officer, President, any Vice President, Secretary or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

Section 9.15. Amendments. The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power (except as otherwise provided in Section 8.7) of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Ryan Greenawalt, certify that:

• I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Alta Equipment Group Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and l 5d-15(f)) for the registrants and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2024	By:	/s/ Ryan Greenawalt
		Ryan Greenawalt
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Anthony J. Colucci, certify that:

• I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Alta Equipment Group Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and l 5d-15(f)) for the registrants and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2024	By:	/s/ Anthony J. Colucci
		Anthony J. Colucci
		Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Alta Equipment Group Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Greenawalt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

• the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2024

/s/ Ryan Greenawalt
Name:	Ryan Greenawalt
Title:	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Alta Equipment Group Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony J. Colucci, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

• the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2024

/s/ Anthony J. Colucci
Name:	Anthony J. Colucci
Title:	Chief Financial Officer
	(Principal Financial Officer)