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Long-term Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
LONG-TERM DEBT

NOTE 10 — LONG-TERM DEBT

Line of Credit — First Lien Lenders

On April 1, 2021, the Company entered into an ABL First Lien Credit Agreement (the “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 ABL Credit Agreement, the Company has an asset based revolving line of credit (the “ABL Facility”) with its first lien holders 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 28, 2023 the Company amended the ABL Facility by exercising $55.0 million of the Company's expansion option increasing borrowing capacity from $430.0 million to $485.0 million, which includes a $35 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. The ABL Facility matures on the earlier of April 1, 2026 or December 1, 2025 if any of the Notes (as hereinafter defined) remain outstanding as of December 1, 2025. As of September 30, 2023, the Company had an outstanding ABL Facility balance of $305.3 million, excluding unamortized debt issuance costs. The effective interest rate was 7.2% at September 30, 2023. As of December 31, 2022, the Company had an outstanding ABL Facility balance of $219.5 million, excluding unamortized debt issuance costs. The effective interest rate was 6.2% at December 31, 2022.

Maximum borrowings under the Floor Plan Facilities and ABL Facility are limited to $875.0 million unless certain other conditions are met. The total amount outstanding as of September 30, 2023 and December 31, 2022, was $670.1 million and $476.4 million, respectively, excluding debt issuance and deferred financing costs of $2.1 million at both September 30, 2023 and December 31, 2022.

Senior Secured Second Lien Notes

On April 1, 2021, 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 interest rate exposure and providing liquidity for financing of future growth initiatives. The Company sold $315.0 million of Notes at the rate of 5.625% per annum which are due on April 15, 2026. Interest on the Notes is payable in cash on April 15 and October 15 of each year, beginning on October 15, 2021. The Notes are guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) by the guarantors that are party thereto (the “Guarantors”) on a second lien, senior secured basis. 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 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 that become a borrower or guarantor under our or the Guarantors’ indebtedness, including the Credit Agreements, as amended and restated concurrently with the closing of the Notes offering. The Notes and the Guarantees 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, 2023, outstanding borrowings under the Notes were $312.0 million, which included $3.0 million deferred financing costs and original issue discounts. The effective interest rate on the Notes, taking into account the original issue discount, is 5.93%.

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

 

September 30,

 

 

December 31,

 

 

2023

 

 

2022

 

Line of credit

$

305.3

 

 

$

219.5

 

Senior secured second lien notes

 

315.0

 

 

 

315.0

 

Unamortized debt issuance costs

 

(2.5

)

 

 

(2.8

)

Debt discount

 

(2.3

)

 

 

(3.0

)

Finance leases

 

32.8

 

 

 

19.6

 

Total debt and finance leases

 

648.3

 

 

 

548.3

 

Less: current maturities

 

(6.6

)

 

 

(4.2

)

Long-term debt and finance leases, net

$

641.7

 

 

$

544.1

 

 

As of September 30, 2023, the Company was in compliance with the financial covenants set forth in its debt agreements.

Notes Payable – Non-Contingent Consideration

The Company acquired the assets of Ecoverse Industries, LTD ("Ecoverse") on November 1, 2022. Pursuant to the asset purchase agreement, the sellers are entitled to additional cash payments of a minimum of $6.0 million plus interest throughout a 5-year period. The liabilities below include the present value of these minimum cash payments using a market participant discount rate and the current year change due to $0.4 million of imputed interest.

 

September 30,

 

 

December 31,

 

Location on Balance Sheet

2023

 

 

2022

 

Other current liabilities

$

(1.3

)

 

$

 

Other liabilities

 

(4.9

)

 

 

(5.8

)

Total

$

(6.2

)

 

$

(5.8

)

See Note 16, Fair Value of Financial Instruments, and Note 17, Business Combinations, for further information.