← Back to ALTG filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Alta Equipment Group Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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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, 2025 (“Annual Report on Form 10-K”). 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 and our Annual Report on Form 10-K, 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, concrete and asphalt paving equipment, other construction equipment, and allied products. We engage in five principal business activities in these equipment categories:
(i)new and used equipment sales;
(ii)parts sales;
(iii)repair and maintenance services;
(iv)equipment rentals; and
(v)rental equipment sales.
We have operated as an equipment dealership for 42 years and have developed a branch network that includes over 80 total locations in Michigan, Illinois, Indiana, Ohio, Pennsylvania, Massachusetts, Maine, Connecticut, New Hampshire, Vermont, Rhode Island, New York, Virginia, Nevada, and Florida, and the Canadian provinces of Ontario, Quebec, and New Brunswick (serving the Maritimes). We offer our customers end-to-end solutions for their equipment needs by providing sales, parts, service, and rental offerings. Additionally, we provide design and build services related to automated equipment installation and warehouse management system integration solutions within our Material Handling segment.
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, Takeuchi, 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 high-performing Hyster-Yale dealer and are a multi-year recipient of the Volvo Dealer of the Year award.
We are committed to providing our customers with a best-in-class equipment dealership experience. 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 historically has been 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.
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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, and potentially geographically, by establishing new relationships with equipment OEMs that are synergistic to our existing business.
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) related 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 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. In addition to repair and maintenance on an as needed or scheduled basis, we provide ongoing preventative maintenance services and warranty repairs for our customers. We have committed substantial resources to training our technical service employees and have a full-scale service infrastructure that we believe differentiates us from our competitors. Approximately 43% of our employees are skilled service technicians.
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 $517.1 million as of June 30, 2026. The original acquisition cost of our rental fleet excludes $2.1 million of assets associated with our guaranteed purchase obligations, which are assets that are not in our day-to-day operational control. In addition to being a core business, our rental business also creates cross-selling opportunities for us in our equipment sales and product support activities.
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 (which we refer as rent-to-rent equipment), and rental equipment purchased as new inventory then later transferred into the rental fleet tends to be rented until a retail opportunity presents itself (which we refer as rent-to-sell equipment). 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.
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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 primarily consists of the total acquisition costs of the new equipment we purchase from OEMs and costs to inspect, prepare, and deliver to the customer.
Used equipment sales. Cost of used equipment sold primarily consists of the net book value, or cost, of used equipment we purchase or the trade-in value of used equipment that we obtain from customers in new equipment sales transactions combined with our inspection, preparation, and delivery costs to sell to the customer.
Parts sales. 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 the type and usage of equipment. See Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements in our Annual Report on Form 10-K 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, sale commissions, 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, line of credit, senior secured second lien notes, and finance lease arrangements.
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Results of Operations
The three and six months ended June 30, 2026 and 2025
Consolidated Results
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Revenues:
New and used equipment sales $ 262.1 $ 265.6 $ (3.5 ) (1.3 )% $ 469.0 $ 487.3 $ (18.3 ) (3.8 )%
Parts sales 75.6 75.6 — — 146.8 147.6 (0.8 ) (0.5 )%
Service revenues 63.8 64.9 (1.1 ) (1.7 )% 127.4 131.0 (3.6 ) (2.7 )%
Rental revenues 44.9 46.3 (1.4 ) (3.0 )% 83.5 88.6 (5.1 ) (5.8 )%
Rental equipment sales 29.1 28.8 0.3 1.0 % 59.3 49.7 9.6 19.3 %
Total revenues 475.5 481.2 (5.7 ) (1.2 )% 886.0 904.2 (18.2 ) (2.0 )%
Cost of revenues:
New and used equipment sales 221.9 228.5 (6.6 ) (2.9 )% 397.6 416.6 (19.0 ) (4.6 )%
Parts sales 50.6 50.7 (0.1 ) (0.2 )% 98.2 98.3 (0.1 ) (0.1 )%
Service revenues 24.6 26.1 (1.5 ) (5.7 )% 49.9 52.5 (2.6 ) (5.0 )%
Rental revenues 4.0 5.2 (1.2 ) (23.1 )% 8.0 10.2 (2.2 ) (21.6 )%
Rental depreciation 27.2 27.0 0.2 0.7 % 50.7 51.9 (1.2 ) (2.3 )%
Rental equipment sales 23.0 21.4 1.6 7.5 % 48.1 37.4 10.7 28.6 %
Total cost of revenues 351.3 358.9 (7.6 ) (2.1 )% 652.5 666.9 (14.4 ) (2.2 )%
Gross profit 124.2 122.3 1.9 1.6 % 233.5 237.3 (3.8 ) (1.6 )%
Selling, general and administrative expenses 105.6 102.3 3.3 3.2 % 213.8 209.0 4.8 2.3 %
Non-rental depreciation and amortization 6.6 7.6 (1.0 ) (13.2 )% 13.4 15.1 (1.7 ) (11.3 )%
Total operating expenses 112.2 109.9 2.3 2.1 % 227.2 224.1 3.1 1.4 %
Income from operations 12.0 12.4 (0.4 ) (3.2 )% 6.3 13.2 (6.9 ) (52.3 )%
Other (expense) income:
Interest expense, floor plan payable – new equipment (1.6 ) (2.9 ) 1.3 (44.8 )% (3.6 ) (6.1 ) 2.5 (41.0 )%
Interest expense – other (17.9 ) (19.4 ) 1.5 (7.7 )% (35.4 ) (38.1 ) 2.7 (7.1 )%
Other income 0.3 0.8 (0.5 ) (62.5 )% 2.0 1.7 0.3 17.6 %
(Loss) gain on divestitures (0.7 ) 4.3 (5.0 ) NM (0.5 ) 4.3 (4.8 ) NM
Total other expense, net (19.9 ) (17.2 ) (2.7 ) 15.7 % (37.5 ) (38.2 ) 0.7 (1.8 )%
Loss before taxes (7.9 ) (4.8 ) (3.1 ) NM (31.2 ) (25.0 ) (6.2 ) NM
Income tax (benefit) expense (0.4 ) 1.3 (1.7 ) NM (4.2 ) 2.0 (6.2 ) NM
Net loss (7.5 ) (6.1 ) (1.4 ) NM (27.0 ) (27.0 ) — NM
Preferred stock dividends (0.7 ) (0.7 ) — — (1.5 ) (1.5 ) — —
Net loss available to common stockholders $ (8.2 ) $ (6.8 ) $ (1.4 ) NM $ (28.5 ) $ (28.5 ) — NM
Adjusted EBITDA(1) $ 48.6 $ 48.5 $ 0.1 0.2 % $ 76.7 $ 82.1 $ (5.4 ) (6.6 )%
NM - calculated change not meaningful
(1) Adjusted EBITDA is a non-GAAP measure. Refer to “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and below for a reconciliation of our Adjusted EBITDA to net loss, the most comparable U.S. GAAP measure.
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Percent of Revenues Percent of Revenues
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
New and used equipment sales 55.2 % 55.2 % 52.9 % 53.9 %
Parts sales 15.9 % 15.7 % 16.6 % 16.3 %
Service revenues 13.4 % 13.5 % 14.4 % 14.5 %
Rental revenues 9.4 % 9.6 % 9.4 % 9.8 %
Rental equipment sales 6.1 % 6.0 % 6.7 % 5.5 %
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues:
New and used equipment sales 46.8 % 47.6 % 44.9 % 46.2 %
Parts sales 10.6 % 10.5 % 11.1 % 10.9 %
Service revenues 5.2 % 5.4 % 5.6 % 5.8 %
Rental revenues 0.8 % 1.1 % 0.9 % 1.1 %
Rental depreciation 5.7 % 5.6 % 5.7 % 5.7 %
Rental equipment sales 4.8 % 4.4 % 5.4 % 4.1 %
Total cost of revenues 73.9 % 74.6 % 73.6 % 73.8 %
Gross profit 26.1 % 25.4 % 26.4 % 26.2 %
Non-GAAP Financial Measures:
Adjusted EBITDA
Adjusted EBITDA Adjusted EBITDA
Three months ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Net loss available to common stockholders $ (8.2 ) $ (6.8 ) $ (1.4 ) NM $ (28.5 ) $ (28.5 ) $ — NM
Depreciation and amortization 33.8 34.6 (0.8 ) (2.3 )% 64.1 67.0 (2.9 ) (4.3 )%
Interest expense 19.5 22.3 (2.8 ) (12.6 )% 39.0 44.2 (5.2 ) (11.8 )%
Income tax (benefit) expense (0.4 ) 1.3 (1.7 ) NM (4.2 ) 2.0 (6.2 ) NM
Transaction and consulting costs — 0.3 (0.3 ) NM (0.1 ) 0.4 (0.5 ) NM
Loss (gain) on divestitures 0.7 (4.3 ) 5.0 NM 0.5 (4.3 ) 4.8 NM
Share-based incentives 1.0 0.9 0.1 11.1 % 2.0 2.0 — —
Other expenses 3.1 2.4 0.7 NM 6.0 3.9 2.1 NM
Preferred stock dividend 0.7 0.7 — — 1.5 1.5 — —
Showroom-ready equipment interest expense (1.6 ) (2.9 ) 1.3 (44.8 )% (3.6 ) (6.1 ) 2.5 (41.0 )%
Adjusted EBITDA $ 48.6 $ 48.5 $ 0.1 0.2 % $ 76.7 $ 82.1 $ (5.4 ) (6.6 )%
NM - calculated change not meaningful
Organic Revenues
Organic Revenues Organic Revenues
Three months ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Total revenues $ 475.5 $ 481.2 $ (5.7 ) (1.2 )% $ 886.0 $ 904.2 $ (18.2 ) (2.0 )%
Acquisition and divestitures revenues — 4.6 0.9 9.4
Organic revenues:
New and used equipment sales 262.1 261.9 0.2 0.1 % 468.6 480.2 (11.6 ) (2.4 )%
Parts sales 75.6 75.4 0.2 0.3 % 146.7 147.4 (0.7 ) (0.5 )%
Service revenues 63.8 64.8 (1.0 ) (1.5 )% 127.2 130.8 (3.6 ) (2.8 )%
Rental revenues 44.9 45.7 (0.8 ) (1.8 )% 83.3 86.7 (3.4 ) (3.9 )%
Rental equipment sales 29.1 28.8 0.3 1.0 % 59.3 49.7 9.6 19.3 %
Total organic revenues $ 475.5 $ 476.6 $ (1.1 ) (0.2 )% $ 885.1 $ 894.8 $ (9.7 ) (1.1 )%
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The above tables contain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts in the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated statements of operations, balance sheets or statements of cash flows of the company. We disclose non-GAAP financial measures, including Adjusted EBITDA and organic revenues and growth rates associated with organic revenues because we believe they are useful performance measures that assist in an effective evaluation of our operating performance. We believe such measures are useful for investors and others in understanding and evaluating our operating results in the same manner as our management. However, such measures are not financial measures calculated in accordance with U.S. GAAP and should not be considered as a substitute for, or in isolation from, net income (loss), revenues, or any other operating performance measures calculated in accordance with U.S. GAAP.
We define Adjusted EBITDA as net income (loss) before interest expense (not including floor plan interest paid on new equipment), income taxes, depreciation and amortization, adjusted for certain one-time, non-recurring or non-cash items, and items not necessarily indicative of our underlying operating performance. We exclude these items from net income (loss) in arriving at Adjusted EBITDA because these amounts are either non-cash, non-recurring, or can vary substantially within the industry depending upon accounting methods and book values of assets, capital structures, and the method by which the assets were acquired.
We define organic revenue growth as revenue growth excluding the impact of acquisitions or divestitures that do not appear fully in both periods in the current and prior years. We believe organic revenue growth is a meaningful metric to investors as it provides a more consistent comparison of our revenues across reported periods as well as to industry peers.
Pursuant to the requirements of Regulation G, we have provided a reconciliation of Adjusted EBITDA and organic revenues to the most directly comparable U.S. GAAP financial measure in the tables above and organic revenues in the subsequent tables in management's discussion and analysis of our Material Handling and Construction Equipment segments. These measures are supplemental to, and should be used in conjunction with, the most comparable U.S. GAAP measures. Management uses these non-GAAP financial measures to monitor and evaluate financial results and trends.
Revenues: In the three months ended June 30, 2026, consolidated total revenues decreased 1.2% against the three months ended June 30, 2025, while total organic revenues decreased 0.2%. Organic new and used equipment revenues increased 0.1% against the three months ended June 30, 2025. New and used equipment sales increased in the Construction Equipment and Master Distribution segments, supported by improving market conditions and the completion of seasonally delayed equipment deliveries. The increase in new and used equipment sales in these segments was offset by lower sales in the Material Handling segment due to reduced new equipment delivery volumes. Product support department (parts and service) revenues declined modestly, 0.6% organically, for the three months ended June 30, 2026, when compared to the prior year period. Product support performance varied across the Company's operating segments. Gains in the Material Handling segment were more than offset by lower product support revenues in the Construction Equipment segment, where service activity was primarily impacted by tactically-driven lower technician staffing levels and a greater proportion of non-billable labor hours associated with training and new equipment preparation activities. Product support revenues remained relatively stable and continued to provide a recurring source of revenues and gross profit amid softer equipment demand trends. Rental revenues decreased 1.8% on an organic basis for the three months ended June 30, 2026 primarily reflecting a smaller average rental fleet resulting from the Company's ongoing fleet optimization initiatives. Rental equipment sales remained relatively consistent with the prior year at $29.1 million as increased disposal activity within the Material Handling segment offset lower rental equipment sales volumes in Construction Equipment. Across both segments, management continued to actively optimize fleet composition and size, strategically balancing equipment dispositions, rental demand, utilization levels, and rental rates to maximize returns on invested capital while maintaining a more productive and efficient rental fleet.
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Consolidated total revenues in the six months ended June 30, 2026 decreased $18.2 million, or 2.0%, to $886.0 million, compared to $904.2 million in the same period in 2025. On an organic basis, total revenues decreased by $9.7 million, or 1.1%, from $894.8 million to $885.1 million. Organic new and used equipment revenues decreased 2.4% compared to the six months ended June 30, 2025. The decline was primarily attributable to lower equipment deliveries within the Material Handling segment resulting from slower customer purchasing decisions and reduced first quarter equipment sales activity across certain markets. These declines were partially offset by stronger customer demand within the Construction Equipment and Master Distribution segments during the second quarter of 2026. Product support revenues contracted modestly, declining 1.5% organically for the six months ended June 30, 2026. Product support performance varied across the Company's operating segments. While both Material Handling and Construction Equipment segments were faced with winter weather constraints on labor productivity, Material Handling has been able to recover, benefiting from improved effective labor rates and strong service execution. Construction Equipment, conversely, experienced ongoing service revenues reductions related to tactically-driven lower technician headcount in an effort to drive overall technician productivity and profitability, and a higher proportion of non-billable labor hours, including training and new equipment preparation activities, which reduced customer-related throughput. Rental revenues decreased 3.9% on an organic basis for the six months ended June 30, 2026, primarily reflecting a lower average rental fleet resulting from the Company's ongoing fleet optimization initiatives. Rental equipment sales increased 19.3% compared to the prior year period driven by targeted disposals of underutilized and aged fleet assets, primarily within the Construction Equipment segment, together with increased disposal activity in the Material Handling segment. Across both segments, management continued to actively optimize fleet composition and size to improve asset utilization, align fleet levels with customer demand, and enhance returns on invested capital.
Gross profit (GP):
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Consolidated GP% GP% GP% GP% GP% GP%
New and used equipment sales 15.3 % 14.0 % 1.3 % 15.2 % 14.5 % 0.7 %
Parts sales 33.1 % 32.9 % 0.2 % 33.1 % 33.4 % (0.3 )%
Service revenues 61.4 % 59.8 % 1.6 % 60.8 % 59.9 % 0.9 %
Rental revenues 30.5 % 30.5 % — 29.7 % 29.9 % (0.2 )%
Rental equipment sales 21.0 % 25.7 % (4.7 )% 18.9 % 24.7 % (5.8 )%
Consolidated gross profit 26.1 % 25.4 % 0.7 % 26.4 % 26.2 % 0.2 %
The consolidated gross profit margin for the three months ended June 30, 2026 was 26.1%, a 70 basis point increase from 25.4% for the same period in 2025. New and used equipment sales margins increased 130 basis points to 15.3%, primarily reflecting a favorable sales mix, improving pricing conditions, and the normalization of certain tariff-related pressures, particularly within the Master Distribution segment. Service gross margins increased by 160 basis points to 61.4%, driven by higher effective labor rates, pricing discipline, and ongoing operational execution initiatives across the Company's service operations. Parts sales gross margins increased modestly by 20 basis points and remained generally consistent with expectations. These improvements to gross profit margins were partially offset by a 470 basis point decline in rental equipment sales margins, reflecting the continued disposition of lower-margin and underutilized fleet assets as part of the Company's fleet optimization strategy. Rental revenues gross margins remained consistent with the prior year and generally consistent with expectations.
The consolidated gross profit margin for the six months ended June 30, 2026 was 26.4%, an increase of 20 basis points from 26.2% in the same period of 2025. The improvement was primarily driven by stronger margins within new and used equipment sales and service operations. New and used equipment sales gross margins increased 70 basis points to 15.2%, reflecting the benefits of an improved sales mix, easing tariff-related pressures, and a more favorable pricing environment compared to the prior year. Service revenues gross margins increased 90 basis points to 60.8%, as higher effective labor rates and operational initiatives helped to offset weather-related challenges existing earlier in the year. Parts gross margins declined modestly by 30 basis points but remained within expected ranges. Rental equipment sales margins declined 580 basis points year over year reflecting a higher mix of lower-margin asset dispositions as the Company continued to optimize fleet levels and exit underperforming rental product categories. Rental revenues gross margins decreased 20 basis points, remaining consistent with the prior year and generally aligned to expectations.
Operating expenses: Consolidated operating expenses increased by $2.3 million to $112.2 million for the three months ended June 30, 2026 and increased by $3.1 million to $227.2 million for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily attributable to higher healthcare costs resulting from unfavorable claims experience and the impact of inflationary cost pressures. These increases were partially offset by the benefits of workforce optimization initiatives, disciplined expense management, and other cost-saving actions implemented across the Company's operating segments.
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Other expense, net: Consolidated other expense, net for the three months ended June 30, 2026 was $19.9 million compared to $17.2 million for the same period in 2025. The increase was primarily attributed to a loss on divestiture recognized during the current year compared to a gain on divestiture recognized in the prior year. These unfavorable variances were partially offset by lower floor plan and other interest expense resulting from reduced inventory and rental fleet levels and lower benchmark interest rates.
Consolidated other expense, net for the six months ended June 30, 2026 reduced by $0.7 million to $37.5 million compared to $38.2 million for the same period in 2025. The improvement was primarily driven by $5.2 million in reduced interest expense resulting from reduced inventory levels, inventory optimization initiatives, and a lower benchmark interest rate environment, partially offset by the loss on divestiture recognized during the current year compared to a gain on divestiture recognized in the prior year.
Income tax (benefit) expense: The Company recorded an income tax benefit of $0.4 million and expense of $1.3 million for the three months ended June 30, 2026 and 2025, respectively, and an income tax benefit of $4.2 million and expense of $2.0 million for the six months ended June 30, 2026 and 2025, respectively. During the three and six months ended June 30, 2026, the income tax benefit was primarily attributable to the net loss for the period and provision to return reconciliation in the second quarter of 2026. The income tax expense in 2025 was primarily a result of adjustments of the Company's valuation allowance against a portion of the deferred tax asset relating to U.S. disallowed interest expense carryforwards partially offset by the benefit attributable to the net loss for the period.
Material Handling Results
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Revenues:
New and used equipment sales $ 74.3 $ 81.9 $ (7.6 ) (9.3 )% $ 147.1 $ 160.3 $ (13.2 ) (8.2 )%
Parts sales 23.9 23.7 0.2 0.8 % 47.2 48.0 (0.8 ) (1.7 )%
Service revenues 35.1 33.3 1.8 5.4 % 69.1 67.4 1.7 2.5 %
Rental revenues 16.7 17.5 (0.8 ) (4.6 )% 33.2 35.1 (1.9 ) (5.4 )%
Rental equipment sales 5.5 4.3 1.2 27.9 % 9.4 7.8 1.6 20.5 %
Total revenues 155.5 160.7 (5.2 ) (3.2 )% 306.0 318.6 (12.6 ) (4.0 )%
Cost of revenues:
New and used equipment sales 61.1 67.6 (6.5 ) (9.6 )% 119.6 130.7 (11.1 ) (8.5 )%
Parts sales 15.0 14.7 0.3 2.0 % 29.7 30.0 (0.3 ) (1.0 )%
Service revenues 13.2 14.0 (0.8 ) (5.7 )% 26.3 27.3 (1.0 ) (3.7 )%
Rental revenues 0.9 1.3 (0.4 ) (30.8 )% 2.1 2.3 (0.2 ) (8.7 )%
Rental depreciation 8.1 8.1 — — 15.9 16.2 (0.3 ) (1.9 )%
Rental equipment sales 3.6 2.5 1.1 44.0 % 6.0 5.0 1.0 20.0 %
Total cost of revenues 101.9 108.2 (6.3 ) (5.8 )% 199.6 211.5 (11.9 ) (5.6 )%
Gross profit 53.6 52.5 1.1 2.1 % 106.4 107.1 (0.7 ) (0.7 )%
Selling, general and administrative expenses 43.4 44.0 (0.6 ) (1.4 )% 91.0 90.5 0.5 0.6 %
Non-rental depreciation and amortization 1.7 2.4 (0.7 ) (29.2 )% 3.5 4.9 (1.4 ) (28.6 )%
Total operating expenses 45.1 46.4 (1.3 ) (2.8 )% 94.5 95.4 (0.9 ) (0.9 )%
Income from operations 8.5 6.1 2.4 39.3 % 11.9 11.7 0.2 1.7 %
Other (expense) income:
Interest expense, floor plan payable – new equipment (0.5 ) (0.8 ) 0.3 (37.5 )% (0.8 ) (1.6 ) 0.8 (50.0 )%
Interest expense – other (5.6 ) (5.6 ) — — (11.1 ) (11.1 ) — —
Other income 0.1 0.3 (0.2 ) (66.7 )% 0.2 0.4 (0.2 ) (50.0 )%
Loss on divestitures (0.7 ) — (0.7 ) NA (0.5 ) — (0.5 ) NA
Total other expense, net (6.7 ) (6.1 ) (0.6 ) 9.8 % (12.2 ) (12.3 ) 0.1 (0.8 )%
Income (loss) before taxes $ 1.8 $ — $ 1.8 NA $ (0.3 ) $ (0.6 ) $ 0.3 (50.0 )%
Segment adjusted EBITDA $ 19.0 $ 16.8 $ 2.2 13.1 % $ 32.0 $ 32.4 $ (0.4 ) (1.2 )%
31
Percent of Revenues Percent of Revenues
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
New and used equipment sales 47.8 % 51.0 % 48.1 % 50.3 %
Parts sales 15.4 % 14.7 % 15.4 % 15.1 %
Service revenues 22.6 % 20.7 % 22.6 % 21.2 %
Rental revenues 10.7 % 10.9 % 10.8 % 11.0 %
Rental equipment sales 3.5 % 2.7 % 3.1 % 2.4 %
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues:
New and used equipment sales 39.3 % 42.1 % 39.0 % 41.0 %
Parts sales 9.6 % 9.1 % 9.7 % 9.4 %
Service revenues 8.5 % 8.7 % 8.6 % 8.6 %
Rental revenues 0.6 % 0.8 % 0.7 % 0.7 %
Rental depreciation 5.2 % 5.0 % 5.2 % 5.1 %
Rental equipment sales 2.3 % 1.6 % 2.0 % 1.6 %
Total cost of revenues 65.5 % 67.3 % 65.2 % 66.4 %
Gross profit 34.5 % 32.7 % 34.8 % 33.6 %
Non-GAAP Financial Measure: Organic Revenues
Organic Revenues Organic Revenues
Three months ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Total revenues $ 155.5 $ 160.7 $ (5.2 ) (3.2 )% $ 306.0 $ 318.6 $ (12.6 ) (4.0 )%
Acquisition and divestitures revenues — 4.0 0.9 7.6
Organic revenues:
New and used equipment sales 74.3 78.2 (3.9 ) (5.0 )% 146.7 153.2 (6.5 ) (4.2 )%
Parts sales 23.9 23.5 0.4 1.7 % 47.1 47.8 (0.7 ) (1.5 )%
Service revenues 35.1 33.2 1.9 5.7 % 68.9 67.2 1.7 2.5 %
Rental revenues 16.7 17.5 (0.8 ) (4.6 )% 33.0 35.0 (2.0 ) (5.7 )%
Rental equipment sales 5.5 4.3 1.2 27.9 % 9.4 7.8 1.6 20.5 %
Total organic revenues $ 155.5 $ 156.7 $ (1.2 ) (0.8 )% $ 305.1 $ 311.0 $ (5.9 ) (1.9 )%
Revenues: Material Handling segment revenues decreased by $5.2 million, or 3.2%, to $155.5 million for the three months ended June 30, 2026 as compared to the same period last year. Organic sales of new and used equipment decreased by 5.0% year over year in the same period primarily due to lower new equipment deliveries related to lower customer booking activity observed in the second half of 2025. Despite the decline in equipment sales, backlog levels remained healthy and bookings momentum improved in the quarter, supporting expectations for stronger invoicing activity in the second half of 2026. On an organic basis, product support revenues improved by $2.3 million, or 4.1%, for the three months ended June 30, 2026 as compared to the same period last year. This increase primarily reflects improved pricing discipline and strong service execution, including higher technician utilization across several operating regions. Rental revenues decreased $0.8 million organically for the three months ended June 30, 2026 as compared to the same period last year. The decrease reflects lower utilization and a smaller rental fleet following recent fleet optimization initiatives. In contrast, rental equipment sales increased by $1.2 million organically, or 27.9%, on relatively low volumes. This increase was driven by higher rental disposal activity in connection with our strategic fleet optimization efforts.
32
For the six months ended June 30, 2026, Material Handling segment revenues decreased by $12.6 million, or 4.0%, to $306.0 million as compared to the same period last year. The decline in revenues reflects continued softness in new equipment deliveries, partially offset by stable product support revenues and higher rental equipment sales. Organic sales of new and used equipment decreased $6.5 million, or 4.2%, primarily due to lower new equipment deliveries related to lower customer booking activity observed in the second half of 2025. Despite the decline in equipment sales, backlog levels remained healthy and bookings momentum improved as the period progressed, supporting expectations for stronger invoicing activity in the second half of 2026. Organic product support performance remained stable, with parts sales down $0.7 million and service revenues up $1.7 million compared to the prior year. Despite challenging weather conditions and technician availability constraints in the first quarter, service revenues were buoyed by improved pricing discipline and strong operational execution in several regions. Rental revenues decreased $2.0 million, or 5.7%, on an organic basis, reflecting a lower average fleet-on-rent and ongoing fleet optimization initiatives. In contrast, rental equipment sales increased $1.6 million, or 20.5%, primarily due to higher disposal activity associated with the targeted reduction of underutilized fleet assets. These actions were consistent with the Company's strategic fleet optimization efforts to develop a more productive and better-utilized rental fleet.
Gross profit (GP):
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
GP% GP% GP% GP% GP% GP%
New and used equipment sales 17.8 % 17.5 % 0.3 % 18.7 % 18.5 % 0.2 %
Parts sales 37.2 % 38.0 % (0.8 )% 37.1 % 37.5 % (0.4 )%
Service revenues 62.4 % 58.0 % 4.4 % 61.9 % 59.5 % 2.4 %
Rental revenues 46.1 % 46.3 % (0.2 )% 45.8 % 47.3 % (1.5 )%
Rental equipment sales 34.5 % 41.9 % (7.4 )% 36.2 % 35.9 % 0.3 %
Segment gross profit 34.5 % 32.7 % 1.8 % 34.8 % 33.6 % 1.2 %
Material Handling gross profit for the three months ended June 30, 2026 increased 180 basis points to 34.5% compared to the same period in 2025. New and used equipment sales gross margins increased 30 basis points for the three months ended June 30, 2026 as compared to the same period in 2025, remaining largely consistent year over year. Parts margins declined 80 basis points primarily reflecting product mix and competitive market conditions during the quarter. Service margins increased 440 basis points for the three months ended June 30, 2026 compared to the prior year period, supported by effective labor rate increases, improved technician utilization, and strong service execution. Rental revenues gross margins have decreased 20 basis points, staying consistent with prior year margin experience. Rental equipment sales margins declined to 34.5% from 41.9%, due to a higher mix of lower-margin asset dispositions as the Company continued to optimize fleet levels and exit underperforming rental product categories.
Material Handling gross profit for the six months ended June 30, 2026 increased 120 basis points to 34.8% compared to 33.6% in the same period in 2025. The improvement in gross margin reflects favorable mix and margin performance in service and equipment sales, partially offset by lower parts sales and rental revenues gross margins. Gross margins on new and used equipment sales increased 20 basis points, remaining largely consistent year over year. Parts gross margins decreased 40 basis points, though generally consistent with expectations. Service margins increased 240 basis points, driven by higher effective labor rates and improved technician efficiency. Rental revenues gross margins have decreased 150 basis points primarily due to the influence of fixed depreciation costs on a lower revenue base. Rental equipment sales margins increased 30 basis points, reflecting favorable timing and mix of asset dispositions; however, margins on rent-to-rent equipment sales can vary meaningfully depending on the age and composition of assets sold, as many of these assets are disposed of after being fully depreciated.
Operating expenses: Material Handling operating expenses decreased by $1.3 million to $45.1 million for the three months ended June 30, 2026 and decreased by $0.9 million to $94.5 million for the six months ended June 30, 2026 as compared to the same periods last year. These favorable results were driven by several cost saving initiatives implemented by the Company during the year; however, unfavorable claims experience under the Company's self-insured healthcare plan partially offset those savings during the second quarter.
Other expense, net: Other expense, net increased by $0.6 million to $6.7 million for the three months ended June 30, 2026 and decreased by $0.1 million to $12.2 million for the six months ended June 30, 2026, compared to the same period in 2025. The year-to-date decline was primarily attributable to lower floor plan interest associated with reduced inventory levels, which was offset by a loss from the working capital adjustment of a prior year divestiture.
33
Construction Equipment Results
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Revenues:
New and used equipment sales $ 168.6 $ 167.0 $ 1.6 1.0 % $ 289.8 $ 293.7 $ (3.9 ) (1.3 )%
Parts sales 49.1 49.1 — — 94.5 94.4 0.1 0.1 %
Service revenues 28.6 31.3 (2.7 ) (8.6 )% 58.0 63.1 (5.1 ) (8.1 )%
Rental revenues 28.1 28.8 (0.7 ) (2.4 )% 50.1 53.4 (3.3 ) (6.2 )%
Rental equipment sales 23.6 24.5 (0.9 ) (3.7 )% 49.9 41.9 8.0 19.1 %
Total revenues 298.0 300.7 (2.7 ) (0.9 )% 542.3 546.5 (4.2 ) (0.8 )%
Cost of revenues:
New and used equipment sales 147.1 147.4 (0.3 ) (0.2 )% 254.1 259.7 (5.6 ) (2.2 )%
Parts sales 33.6 34.0 (0.4 ) (1.2 )% 65.2 64.9 0.3 0.5 %
Service revenues 11.2 11.9 (0.7 ) (5.9 )% 23.2 24.5 (1.3 ) (5.3 )%
Rental revenues 3.1 3.9 (0.8 ) (20.5 )% 5.9 7.9 (2.0 ) (25.3 )%
Rental depreciation 18.9 18.7 0.2 1.1 % 34.3 35.3 (1.0 ) (2.8 )%
Rental equipment sales 19.4 18.9 0.5 2.6 % 42.1 32.4 9.7 29.9 %
Total cost of revenues 233.3 234.8 (1.5 ) (0.6 )% 424.8 424.7 0.1 —
Gross profit 64.7 65.9 (1.2 ) (1.8 )% 117.5 121.8 (4.3 ) (3.5 )%
Selling, general and administrative expenses 53.2 52.4 0.8 1.5 % 106.8 107.0 (0.2 ) (0.2 )%
Non-rental depreciation and amortization 3.9 4.2 (0.3 ) (7.1 )% 7.9 8.2 (0.3 ) (3.7 )%
Total operating expenses 57.1 56.6 0.5 0.9 % 114.7 115.2 (0.5 ) (0.4 )%
Income from operations 7.6 9.3 (1.7 ) (18.3 )% 2.8 6.6 (3.8 ) (57.6 )%
Other (expense) income:
Interest expense, floor plan payable – new equipment (1.0 ) (1.8 ) 0.8 (44.4 )% (2.3 ) (3.9 ) 1.6 (41.0 )%
Interest expense – other (9.7 ) (11.0 ) 1.3 (11.8 )% (19.4 ) (21.7 ) 2.3 (10.6 )%
Other income (expense) 0.2 1.1 (0.9 ) (81.8 )% (0.3 ) 1.5 (1.8 ) (120.0 )%
Gain on divestiture — 4.3 (4.3 ) (100.0 )% — 4.3 (4.3 ) (100.0 )%
Total other expense, net (10.5 ) (7.4 ) (3.1 ) 41.9 % (22.0 ) (19.8 ) (2.2 ) 11.1 %
(Loss) income before taxes $ (2.9 ) $ 1.9 $ (4.8 ) (252.6 )% $ (19.2 ) $ (13.2 ) $ (6.0 ) 45.5 %
Segment adjusted EBITDA $ 30.6 $ 31.7 $ (1.1 ) (3.5 )% $ 44.5 $ 48.7 $ (4.2 ) (8.6 )%
Percent of Revenues Percent of Revenues
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
New and used equipment sales 56.6 % 55.6 % 53.5 % 53.7 %
Parts sales 16.5 % 16.3 % 17.4 % 17.3 %
Service revenues 9.6 % 10.4 % 10.7 % 11.5 %
Rental revenues 9.4 % 9.6 % 9.2 % 9.8 %
Rental equipment sales 7.9 % 8.1 % 9.2 % 7.7 %
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues:
New and used equipment sales 49.4 % 49.0 % 46.8 % 47.5 %
Parts sales 11.3 % 11.3 % 12.0 % 11.9 %
Service revenues 3.8 % 4.0 % 4.3 % 4.5 %
Rental revenues 1.0 % 1.3 % 1.1 % 1.4 %
Rental depreciation 6.3 % 6.2 % 6.3 % 6.5 %
Rental equipment sales 6.5 % 6.3 % 7.8 % 5.9 %
Total cost of revenues 78.3 % 78.1 % 78.3 % 77.7 %
Gross profit 21.7 % 21.9 % 21.7 % 22.3 %
34
Non-GAAP Financial Measure: Organic Revenues
Organic Revenues Organic Revenues
Three months ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Total revenues $ 298.0 $ 300.7 $ (2.7 ) (0.9 )% $ 542.3 $ 546.5 $ (4.2 ) (0.8 )%
Divestiture revenues — 0.6 — 1.8
Organic revenues:
New and used equipment sales 168.6 167.0 1.6 1.0 % 289.8 293.7 (3.9 ) (1.3 )%
Parts sales 49.1 49.1 — — 94.5 94.4 0.1 0.1 %
Service revenues 28.6 31.3 (2.7 ) (8.6 )% 58.0 63.1 (5.1 ) (8.1 )%
Rental revenues 28.1 28.2 (0.1 ) (0.4 )% 50.1 51.6 (1.5 ) (2.9 )%
Rental equipment sales 23.6 24.5 (0.9 ) (3.7 )% 49.9 41.9 8.0 19.1 %
Total organic revenues $ 298.0 $ 300.1 $ (2.1 ) (0.7 )% $ 542.3 $ 544.7 $ (2.4 ) (0.4 )%
Revenues: Construction Equipment segment revenues decreased by $2.7 million, or 0.9%, to $298.0 million for the three months ended June 30, 2026 as compared to the same period last year. The decrease was primarily driven by a $2.7 million decline in service revenues and a $0.9 million decrease in rental equipment sales, partially offset by a $1.6 million increase in new and used equipment sales. The increase in new and used equipment sales was driven by improved market conditions across certain regions, including higher deliveries of articulated haulers in our Florida region, which contributed meaningfully to sales dollars during the quarter. Rental equipment sales decreased $0.9 million for the three months ended June 30, 2026, reflecting lower sales volumes due to a smaller relative rental fleet available for sale as a result of ongoing fleet right-sizing efforts, which are intended to improve fleet utilization metrics and returns on invested capital. Product support revenues decreased 3.4% for the three months ended June 30, 2026 as compared to the same period last year. Lower service revenues reflected a tactically-driven lower technician headcount (in an effort to drive overall technician productivity and profitability) and reduced service throughput in certain markets while parts demand remained stable, which resulted in parts revenues remaining consistent with prior year. Rental revenues decreased minimally, or $0.1 million on an organic basis, for the three months ended June 30, 2026 compared to the same period last year, a reflection of the focus on driving improved returns on invested capital by maintaining period over period rental revenues on a smaller, more utilized rental fleet. Overall, the Construction Equipment segment enters the third quarter of the year with a favorable outlook and positive market momentum, supported by improving market conditions and expectations for increased municipal and infrastructure-related project activities in certain markets.
Construction Equipment segment revenues decreased by $4.2 million, or 0.8%, to $542.3 million for the six months ended June 30, 2026 as compared to the same period last year. The overall decline in revenues reflects harsh winter weather conditions experienced during the first quarter of 2026 when compared to the same period in 2025, which reduced service productivity and delayed customer equipment deliveries in certain markets, partially offset by strategic inventory and fleet optimization initiatives that resulted in higher rental equipment sales volumes. New and used equipment sales decreased $3.9 million from the prior year, driven primarily by lower new equipment sales volumes in the first quarter, partially offset by improved market conditions and customer deliveries in certain regions in the second quarter. Rental equipment sales increased for the six months ended June 30, 2026 by $8.0 million primarily due to the targeted disposals and fleet optimization efforts to address underutilized assets and align the rent-to-sell fleet with sustainable customer demand. Product support revenues were lower overall, with parts sales essentially flat year over year and service revenues down versus the prior year. The overall decrease in product support of 3.2% was primarily attributable to weather-related impacts experienced during the first quarter as well as tactically-driven lower technician headcount (in an effort to drive overall technician productivity and profitability) and reduced service throughput in certain regions. Rental revenues decreased $1.5 million organically for the six months ended June 30, 2026 reflecting a smaller average rental fleet as the Company continues to optimize fleet size, improve asset utilization, and enhance returns on invested capital.
35
Gross profit (GP):
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
GP% GP% GP% GP% GP% GP%
New and used equipment sales 12.8 % 11.7 % 1.1 % 12.3 % 11.6 % 0.7 %
Parts sales 31.6 % 30.8 % 0.8 % 31.0 % 31.3 % (0.3 )%
Service revenues 60.8 % 62.0 % (1.2 )% 60.0 % 61.2 % (1.2 )%
Rental revenues 21.7 % 21.5 % 0.2 % 19.8 % 19.1 % 0.7 %
Rental equipment sales 17.8 % 22.9 % (5.1 )% 15.6 % 22.7 % (7.1 )%
Segment gross profit 21.7 % 21.9 % (0.2 )% 21.7 % 22.3 % (0.6 )%
Construction Equipment gross profit decreased by 20 basis points to 21.7% in the three months ended June 30, 2026 from 21.9% in the same period in 2025. New and used equipment sales margins increased by 110 basis points to 12.8% for the three months ended June 30, 2026 compared to 11.7% in the prior year. The improvement primarily reflects a more favorable sales mix as well as an improved pricing environment compared to prior year when elevated industry inventory levels and competitive discounting pressures negatively impacted new equipment margins. Parts sales margins for the three months ended June 30, 2026 increased 80 basis points when compared to the same period last year, in line with expectations. Year-over-year service gross margins decreased 120 basis points due to an unfavorable labor mix as a higher proportion of technician hours were absorbed by non-billable internal and expense work, including training and new equipment preparation activities associated with inventory deliveries, rather than customer billable activity. Rental revenues gross margin for the three months ended June 30, 2026 increased 20 basis points from prior year, remaining aligned with expectations. Gross margins on rental equipment sales for the three months ended June 30, 2026 declined by 510 basis points, primarily reflecting the impact of fleet optimization efforts and the resulting mix of assets sold, as the Company continued to dispose of underutilized rental equipment and align fleet size with demand and utilization objectives.
Construction Equipment gross profit decreased by 60 basis points to 21.7% in the six months ended June 30, 2026 compared to 22.3% in the same period of 2025. New and used equipment sales margins increased to 12.3%, up 70 basis points year over year. The improvement primarily reflects a more favorable sales mix as well as a more favorable pricing environment compared to prior year when elevated industry inventory levels and competitive discounting pressures negatively impacted margins. Parts sales margins decreased 30 basis points for the six months ended June 30, 2026, but remain within expected ranges. Service gross margins decreased by 120 basis points year over year, primarily reflecting an unfavorable labor mix as a greater proportion of technician hours were absorbed by non-billable internal and expense work, together with throughput disruptions associated with winter operating conditions during the first quarter. Rental revenues gross margin for the six months ended June 30, 2026 increased 70 basis points compared to the prior year, primarily reflecting lower sublet costs, freight, and repair and maintenance expenses as a percentage of rental revenues. Conversely, gross margins on rental equipment sales decreased 710 basis points from the prior year, largely reflecting the impact of fleet optimization efforts and the resulting mix of assets sold, as the Company continued to dispose of underutilized rental equipment and align fleet size with demand and utilization objectives.
Operating expenses: Construction Equipment operating expenses increased by $0.5 million to $57.1 million for the three months ended June 30, 2026 and decreased by $0.5 million to $114.7 million for the six months ended June 30, 2026, as compared to the same periods in 2025. Higher healthcare claims impacting the second quarter largely offset favorable cost reductions elsewhere, including savings from workforce optimization initiatives, disciplined management of marketing and promotional spending, and lower bad debt expense attributable to improved customer payment activity.
Other expense, net: Construction Equipment other expense, net increased by $3.1 million to $10.5 million for the three months ended June 30, 2026 and increased by $2.2 million to $22.0 million for the six months ended June 30, 2026, as compared to the same periods in 2025. The increase was primarily attributable to the gain on divesture in second quarter of 2025 partially offset by lower interest expense in current year, driven primarily by the inventory and rental optimization initiatives.
36
Master Distribution Results
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
Revenues:
New and used equipment sales $ 19.7 $ 17.6 $ 2.1 11.9 % $ 33.8 $ 32.4 $ 1.4 4.3 %
Parts sales 2.9 3.0 (0.1 ) (3.3 )% 5.6 5.4 0.2 3.7 %
Service revenues 0.1 0.3 (0.2 ) (66.7 )% 0.3 0.5 (0.2 ) (40.0 )%
Rental revenues 0.1 — 0.1 NA 0.2 — 0.2 NA
Total revenues 22.8 20.9 1.9 9.1 % 39.9 38.3 1.6 4.2 %
Cost of revenues:
New and used equipment sales 14.4 14.2 0.2 1.4 % 25.8 25.2 0.6 2.4 %
Parts sales 2.2 2.2 — — 3.7 3.6 0.1 2.8 %
Service revenues 0.2 0.2 — — 0.4 0.7 (0.3 ) (42.9 )%
Rental depreciation 0.1 0.1 — — 0.2 0.1 0.1 100.0 %
Total cost of revenues 16.9 16.7 0.2 1.2 % 30.1 29.6 0.5 1.7 %
Gross profit 5.9 4.2 1.7 40.5 % 9.8 8.7 1.1 12.6 %
Selling, general and administrative expenses 2.8 2.9 (0.1 ) (3.4 )% 5.4 5.4 — —
Non-rental depreciation and amortization 0.9 0.9 — — 1.8 1.8 — —
Total operating expenses 3.7 3.8 (0.1 ) (2.6 )% 7.2 7.2 — —
Income from operations 2.2 0.4 1.8 450.0 % 2.6 1.5 1.1 73.3 %
Other expense:
Interest expense, floor plan payable – new equipment (0.3 ) (0.2 ) (0.1 ) 50.0 % (0.6 ) (0.5 ) (0.1 ) 20.0 %
Interest expense – other (1.5 ) (1.1 ) (0.4 ) 36.4 % (2.9 ) (2.2 ) (0.7 ) 31.8 %
Other expense (0.1 ) (0.4 ) 0.3 (75.0 )% (0.2 ) (0.6 ) 0.4 (66.7 )%
Total other expense, net (1.9 ) (1.7 ) (0.2 ) 11.8 % (3.7 ) (3.3 ) (0.4 ) 12.1 %
Income (loss) before taxes $ 0.3 $ (1.3 ) $ 1.6 (123.1 )% $ (1.1 ) $ (1.8 ) $ 0.7 (38.9 )%
Segment adjusted EBITDA $ 2.8 $ 1.1 $ 1.7 154.5 % $ 3.8 $ 2.6 $ 1.2 46.2 %
Percent of Revenues Percent of Revenues
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
New and used equipment sales 86.5 % 84.2 % 84.7 % 84.6 %
Parts sales 12.7 % 14.4 % 14.0 % 14.1 %
Service revenues 0.4 % 1.4 % 0.8 % 1.3 %
Rental revenues 0.4 % — 0.5 % —
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues:
New and used equipment sales 63.2 % 67.9 % 64.6 % 65.8 %
Parts sales 9.6 % 10.5 % 9.3 % 9.4 %
Service revenues 0.9 % 1.0 % 1.0 % 1.8 %
Rental depreciation 0.4 % 0.5 % 0.5 % 0.3 %
Total cost of revenues 74.1 % 79.9 % 75.4 % 77.3 %
Gross profit 25.9 % 20.1 % 24.6 % 22.7 %
Revenues: Master Distribution segment revenues for the three months ended June 30, 2026 were $22.8 million, an increase of $1.9 million from the prior year. Equipment sales increased $2.1 million year over year, driven by improved market demand, the easing of tariff-related disruptions, and the completion of several machine deliveries that were delayed earlier in the year. Parts sales decreased minimally, or by $0.1 million compared to the prior period, reflecting our ability to maintain customer relationships and aftermarket revenue streams despite tariff-related disruptions which impacted pricing and parts supply chains over the past year.
37
Master Distribution segment revenues for the six months ended June 30, 2026 were $39.9 million, an increase of $1.6 million from the prior year. Combined new and used equipment sales increased $1.4 million year over year. While equipment sales during the first quarter continued to be impacted by tariff-related challenges and delayed customer purchasing activity, performance improved during the second quarter as market demand strengthened, tariff pressures largely subsided, and previously delayed machine deliveries were completed and invoiced. Parts sales increased modestly by $0.2 million year over year, reflecting our stable customer relationships which were challenged by tariff-related pricing pressures and supply chain disruptions over the past twelve months. Service revenues decreased slightly while rental revenues increased modestly year over year, with both categories performing generally in line with expectations.
Gross profit (GP):
Three Months Ended June 30, Increase (Decrease) Six Months Ended June 30, Increase (Decrease)
2026 2025 2026 versus 2025 2026 2025 2026 versus 2025
GP% GP% GP% GP% GP% GP%
New and used equipment sales 26.9 % 19.3 % 7.6 % 23.7 % 22.2 % 1.5 %
Parts sales 24.1 % 26.7 % (2.6 )% 33.9 % 33.3 % 0.6 %
Service revenues (100.0 )% 33.3 % NM (33.3 )% (40.0 )% NM
Rental revenues — NA NA — NA NA
Segment gross profit 25.9 % 20.1 % 5.8 % 24.6 % 22.7 % 1.9 %
NM - calculated change not meaningful
For the three months ended June 30, 2026, gross profit margin increased 580 basis points from the prior year. Gross profit margins on new and used equipment sales were 26.9%, a 760 basis point increase from the prior year quarter, primarily reflecting the normalization of machine margins as tariff-related pressures subsided, supported by improved OEM pricing dynamics, a stronger U.S. dollar relative to the Euro, and the benefit of a portion of IEEPA tariff refunds recognized during the quarter. Parts gross profit margin was 24.1% for the three months ended June 30, 2026, a 260 basis point decrease compared to the same period last year, primarily reflecting the negative impact of inventory reserve adjustments. Excluding these adjustments, underlying parts margins for the segment continued to show improvement and were generally consistent with expectations.
For the six months ended June 30, 2026, gross profit was $9.8 million, an increase of $1.1 million compared to the prior year. Gross profit margin increased 190 basis points to 24.6%, primarily reflecting improved margins in new and used equipment sales. The improvement reflects the benefit of reduced tariff-related pressures during the second quarter, improved OEM pricing dynamics, a more favorable foreign exchange environment, and the benefit of the initial tranche of tariff refund payments, resulting in gross profit margins on new and used equipment sales increasing to 23.7%, up 150 basis points from the prior year. Parts gross profit margin was 33.9% for the six months ended June 30, 2026, up 60 basis points compared to the same period last year and in line with expectations. A more stable tariff environment and renegotiated pricing with OEMs are expected to provide additional support for gross margins in future periods.
Operating expenses: Master Distribution segment operating expenses totaled $3.7 million and $7.2 million for the three and six months ended June 30, 2026, a decrease of $0.1 million and flat to prior year, respectively. The quarter-to-date decrease was primarily attributable to the cost stabilizing initiatives partially offset by negative variances in higher healthcare claims in the second quarter.
Other expense, net: Master Distribution other expense, net was $1.9 million for the three months ended June 30, 2026, a $0.2 million increase compared to the same period last year. Other expense, net was $3.7 million for the six months ended June 30, 2026, an increase of $0.4 million compared to the same period last year. The year-to-date increase was primarily attributable to higher interest expense driven by higher relative average inventory balances partially offset by lower benchmark interest rates.
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Liquidity and Capital Resources
The six months ended June 30, 2026 and 2025 Cash Flows
Cash Flow from Operating Activities. Cash flows provided by operating activities include net loss adjusted for non-cash items and the effects of changes in working capital. For the six months ended June 30, 2026, operating activities resulted in net cash provided by operations of $26.1 million. Our reported net loss of $27.0 million, when adjusted for non-cash income and expense items, primarily depreciation and amortization, the gain on sale of property and rental equipment, inventory and bad debt reserves, loss on divestitures, deferred income taxes, and stock-based compensation, provided net cash inflows of $28.8 million. Cash flow changes from working capital included $61.9 million of inventory purchased ($69.1 million of inventory was transferred into our rental fleet primarily for replenishment purposes), a $6.0 million in net inflow from accounts payable, accrued expenses, leases, and other operating liabilities offset by $29.6 million outflow from accounts receivable. Cash flows from operating activities were favorably impacted by $50.6 million due to proceeds from the sale of rent-to-sell equipment, $36.3 million in net inflows related to manufacturer floor plans partially offset by a $4.1 million net outflow related to prepaid expenses and other assets.
For the six months ended June 30, 2025, operating activities resulted in net cash used in operations of $3.4 million. Our reported net loss of $27.0 million, when adjusted for non-cash income and expense items, primarily depreciation and amortization, the gain on sale of property and rental equipment, inventory and bad debt reserves, gain on divestiture, deferred income taxes, and stock-based compensation, provided net cash inflows of $32.5 million. Changes in working capital included $21.1 million of inventory purchased ($66.7 million of inventory was transferred into our rental fleet primarily for replenishment purposes) and a $6.8 million increase in accounts receivable. Cash flows from operating activities were favorably impacted by $44.8 million due to proceeds from the sale of rent-to-sell equipment offset by $41.0 million in net outflows related to manufacturer floor plans, and an $11.8 million net change in prepaid expenses and other assets and accounts payable, accrued expenses, leases, and other operating liabilities.
Cash Flow from Investing Activities. For the six months ended June 30, 2026, our cash used in investing activities was $4.0 million. This was mainly due to $16.0 million in purchases of rental equipment and non-rental property and equipment and other investing activities partially offset by $8.7 million proceeds from the sale of rent-to-rent equipment, $1.8 million proceeds from the sale of non-rental property and equipment, and $1.5 million proceeds from the divestiture as discussed in Note 15.
For the six months ended June 30, 2025, our cash used in investing activities was $8.4 million. This was mainly due to $31.6 million purchases of rental equipment and non-rental property and equipment, the acquisition of Les Chariots Elevateurs Du Quebec Inc., and other investing activities partially offset by $18.0 million proceeds from the divestiture of our aerial fleet rental business in Illinois, $4.9 million proceeds from the sale of rent-to-rent equipment, and $0.3 million proceeds from the sale of non-rental property and equipment.
Cash Flow from Financing Activities. For the six months ended June 30, 2026, cash used in financing activities was $19.6 million. This cash outflow was due to the $6.8 million of net payments on our line of credit, long-term borrowings, and finance lease obligations, net payments of $9.6 million related to non-manufacturer floor plans, payments of $1.5 million for preferred stock dividends, and $1.7 million related to other financing activities.
For the six months ended June 30, 2025, cash provided by financing activities was $11.4 million. This cash inflow was mainly due to the $29.6 million of net proceeds from our line of credit, long-term borrowings, and finance lease obligations. These cash inflows were partially offset by payments of $5.4 million for preferred and common stock dividends, net payments of $5.9 million related to non-manufacturer floor plans, $6.5 million for common stock repurchases, and $0.4 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 also reported $20.9 million in cash as of June 30, 2026. 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.
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The amount of our future capital expenditures will depend on a number of factors including general economic conditions, the state of our industry and the markets we serve, and our growth prospects. Our gross rental fleet capital expenditures for the six months ended June 30, 2026 was $78.1 million, including $69.1 million of transfers from new and used inventory to rent-to-sell rental fleet. This gross rental fleet capital expenditure was offset by sales proceeds of rental equipment of $59.3 million for the six months ended June 30, 2026 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 June 30, 2026, we had $373.8 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 the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for a summary of our significant accounting policies.