Alta Equipment Group Inc 8-K, filed Oct 16, 2023
Alta Equipment Group Inc. (ALTG)
About this 8-K
Alta Equipment Group Inc filed this 8-K on October 16, 2023, reporting on events of October 13, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01. Other Events. *
On October 13, 2023, Alta Equipment Group Inc. (“Alta” or the “Company”) closed its acquisition of Burris Equipment Company ("Burris"), a privately held premier supplier of market leading construction and turf equipment with three locations in Illinois. The acquisition was completed pursuant to the agreement previously announced on September 28, 2023. The purchase price on the asset-structured acquisition is $14.0 million in cash paid at closing, subject to certain adjustments based upon Burris' net working capital at closing. Burris generated approximately $40.6 million in revenue, $1.9 million in net income, and $4.6 million in EBITDA for the trailing twelve months through July 2023. Latek Capital Corp., an investment banking specialist in the equipment industry, served as the financial advisor to Burris.
*Use of Non-GAAP Financial Measure
We disclose non-GAAP financial measure EBITDA in this press release because we believe it is a useful performance measure for investors and others that assists in an effective understanding and evaluation of the acquisition and its expected impact on our operating results in the same manner as our management when compared to our peers, without regard to financing methods or capital structure. However, this measure is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for, or in isolation from, net income (loss), revenue, operating profit, or any other operating performance measures calculated in accordance with GAAP.
We define EBITDA as net income (loss) before interest expense (not including floorplan interest paid on new equipment), income taxes, depreciation and amortization. We exclude these items from net income (loss) in arriving at EBITDA because these amounts are either non-recurring or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from EBITDA are significant components in understanding and assessing a company’s financial performance. For example, items such as a company’s cost of capital and tax structure are not reflected in EBITDA. Our presentation of EBITDA should not be construed as an indication that results will be unaffected by the items excluded from this metric. Our computation of EBITDA may not be identical to other similarly titled measures of other companies. Burris’ financial information has not been audited by Alta or its auditors and is subject to change. For a reconciliation of the non-GAAP measure to its most comparable measure under GAAP, please see the table entitled “Reconciliation of Non-GAAP Financial Measure” below.
Reconciliation of Non-GAAP Financial Measure
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Twelve Months Ended July 31, 2023 |
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(amounts in millions) |
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Net income |
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1.9 |
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Depreciation and amortization |
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2.6 |
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Interest expense |
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0.1 |
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Income tax provision |
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— |
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EBITDA (1) |
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$ |
4.6 |
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(1) Represents Non-GAAP measure
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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ALTA EQUIPMENT GROUP INC. |
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Dated: October 16, 2023 |
By: |
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/s/ Ryan Greenawalt |
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Name: Ryan Greenawalt |
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Title: Chief Executive Officer |