Ladies and gentlemen, thank you for standing by. Welcome to the McGrath RentCorp First Quarter 2024 Earnings Conference Call. This conference call is being recorded today, Thursday, April 25, 2024. Before we begin, note that the matters the company management will be discussing today that are not statements of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the company's expectations, strategies, prospects or targets. These forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties that could cause our actual results to differ materially from those projected. Important factors that could cause actual results to differ materially from the company's expectations are disclosed under Risk Factors in the company's Form 10-K and other SEC filings. Forward-looking statements are made only as of the date hereof. Except as otherwise required by law, we assume no obligation to update any forward-looking statements. In addition to the press release issued today, the company also filed with the SEC the earnings release on Form 8-K and its Form 10-Q for the quarter ended March 31, 2024. Speaking today will be Joe Hanna, Chief Executive Officer; and Keith Pratt, Chief Financial Officer. I will now turn the call over to Mr. Hanna. Please go ahead, sir.

Thank you, Bo. Good afternoon, and thank you, everyone, for joining us on today's call. We are pleased to be together today and look forward to providing additional perspective on our results for the first quarter. I will start with some overall comments on our first quarter, and Keith will provide additional detail in his financial review before we open the call up for questions. On a total company basis, we had a good first quarter. Rental revenue increased 9%, sales revenues increased 48%, and adjusted EBITDA grew by 17%. Mobile Modular was the highlight of our first quarter with rental revenue increasing 19%. We have been diligently executing our strategy of offering an expanded range of modular solutions to our customers, and it continues to show in the results. Our teams are focused and clear about what success is for our customers and the business, and they've been doing an excellent job delivering on those commitments. We finished the quarter with a rental backlog that is the highest in the company's history. The high backlog was driven by our education segment, which was very active as school districts address both modernization and growth projects in our operating geographies. This is a positive sign as we now have many units under contract that are already scheduled for shipment. Therefore, we have front-loaded much of our planned CapEx spend for the year. Modular sales revenues were also up very nicely for the quarter, increasing 49%. With our custom modular solutions initiative, we have positioned ourselves as a provider of modular solutions that range from very small installations to projects larger and more complex in scope. And the market opportunities are many, some are rental projects and some are sales; we want both. We've been very pleased by the development of this capability within the business and have a talented team in place to grow this segment. Commenting specifically now on our other growth initiatives, we are expanding contract scope and realized strong growth increases in both Mobile Modular Plus and Site Related Services of 26% and 31%, respectively. Our customers value the benefit of having their buildings arrive with additional amenities included in their rental contract as well as the value of services provided on the outside of the building to make it completely ready for use. We are gaining traction as each quarter passes, and customer acceptance has been positive. At Portable Storage, rental revenues increased 8%. Consistent with recent ABI data and other macro indicators of construction-related demand, project activity was slightly muted in the quarter and returns were higher year-over-year. Importantly, we executed well, and our close ratios remained steady. At TRS-RenTelco, rental revenues decreased by 13% year-over-year, reflecting continued industry-wide weakness in the computer and semiconductor portion of the business. We continued adjusting for the softer market conditions. We reduced purchases of new rental equipment and sold fleet, which has collectively reduced our fleet size by $7 million during the quarter. Our team has significant depth of experience, and we are confident in our ability to manage the portfolio effectively through cycles. Since we announced the merger agreement with WillScot Mobile Mini on January 29 and while the transaction is still pending, we continue to operate with a business-as-usual mindset. During this period, our teams remained very focused on delivering exceptional service to our customers and to each other. I could not be more pleased with their performance and commitment. Thank you, everyone, for your dedication and strong execution in the quarter. As always, and now during the pending merger, our focus will remain on the execution of our strategic plans and delivering positive financial results. The preliminary Form S-4 has been filed, and we are working with WillScot Mobile Mini on the effectiveness of that document so we can call a special meeting of shareholders to approve the merger. As stated last quarter, we will not be providing any financial guidance or future outlook. Now let me turn the call over to Keith.

Thank you, Joe, and good afternoon, everyone. As Joe highlighted, we delivered strong results in the first quarter, driven by the performance of our Mobile Modular and Portable Storage businesses. Looking at the overall corporate results for the first quarter, total revenues from continuing operations increased 15% to $187.8 million, and adjusted EBITDA increased 17% to $72.1 million. During the first quarter, the company sold a property, which resulted in a $9.3 million net gain and contributed $0.28 in earnings per diluted share. These types of sales are infrequent and are excluded from adjusted EBITDA. Reviewing Mobile Modular's operating performance as compared to the first quarter of 2023, Mobile Modular had an impressive quarter with adjusted EBITDA increasing 34% to $43.3 million. Total revenues increased 23% to $127.6 million. There were increases across all revenue streams, including 19% higher rental revenues, 49% higher sales revenues, and 12% higher rental-related services revenues. As a reminder, the prior year first quarter included just 2 months of Vesta Modular from the acquisition date of February 1, 2023. The extra month of Vesta in the first quarter 2024 contributed approximately $5 million in rental revenue and $2 million in adjusted EBITDA. The rental revenue growth reflected overall positive business conditions across our commercial and education customer bases. Sales revenues increased $8.4 million to $25.3 million, demonstrating continued execution of our initiative to grow modular sales projects. We continued our disciplined fleet management on a larger fleet with 18% higher average rental equipment on rent and average fleet utilization of 78.7% compared to 79.4% a year ago. We have achieved this healthy total fleet utilization throughout the integration process of Vesta while concurrently investing in new rental fleet for growth. Rental revenues increased by 19%, while inventory center costs decreased 6% and depreciation expense increased 14%, resulting in rental margins of 57%, up from 49% a year ago. Similar to last quarter, I will share additional data that help illustrate our progress delivering on our modular business strategy. First quarter monthly revenue per unit on rent increased 18% year-over-year to $772. For new shipments over the last 12 months, the average monthly revenue per unit increased 9% to $1,063. Progress with Mobile Modular Plus is embedded in these data points and is an additional growth driver. We continue to make progress with our modular services offerings. For the first quarter 2024, Mobile Modular Plus revenues increased to $7.2 million from $5.7 million a year earlier; and Site Related Services increased to $3.2 million, up from $2.4 million. Turning to the review of Portable Storage in the first quarter. Adjusted EBITDA for Portable Storage was $1.5 million, an increase of 15% compared to the prior year. During the quarter, we saw increases in all revenue streams, resulting in a total revenue increase of 9% to $24.8 million. Rental revenues for the quarter increased 8% to $18.4 million. And rental margins were 87%, up from 85% a year earlier. Average equipment on rent increased 2%, while average utilization for the quarter was 69.8% compared to 80.8% a year ago. Turning now to a review of TRS-RenTelco. Adjusted EBITDA was $18.5 million, a decrease of 10% compared to last year. Total revenues decreased $2.4 million or 7% to $33.8 million. Rental revenues for the quarter decreased 13% as the industry experienced continued softness in semiconductor-related demand. Average utilization for the quarter was 56.5% compared to 59.2% a year ago. And rental margins were 36% compared to 40% a year ago. Sales revenues increased 33% year-over-year to $6.8 million with gross profit increasing $1 million to $3.9 million, a result of higher sales revenues and improved margins. To address the softer business conditions at TRS, we continued to maintain our return on capital discipline. We reduced new equipment capital spending, focused on sales of used equipment, and reduced fleet size based on original cost of equipment from $378 million at the end of December to $371 million at the end of March. We continued to make progress with reducing fleet size to better align with current demand conditions. The remainder of my comments will be on a total company basis from continuing operations. First quarter selling and administrative expenses increased $2.3 million to $59.8 million. The increase was primarily the result of higher employee salaries and benefit costs, partly offset by reduced marketing and administrative costs. 2024 costs included $9.4 million of transaction expenses from the pending WillScot merger. 2023 costs included $14.1 million in Vesta acquisition and Adler divestiture-related transaction costs. Interest expense was $12.7 million, an increase of $5.2 million, as a result of higher average interest rates and $215 million higher average debt levels during the quarter, which was primarily the result of funding of last year's acquisitions. The first quarter provision for income taxes was based on an effective tax rate of 23.6% compared to 23.8% a year earlier. The decrease was primarily due to changes in business mix by state. Turning to our year-to-date cash flow highlights. Net cash provided by operating activities was $59 million compared to $36 million in the prior year. Rental equipment purchases were $79 million compared to $78 million in the prior year. In addition to continued investments in new fleet, healthy cash generation allowed us to pay $12 million in shareholder dividends. Proceeds from sales of property, plant, and equipment were $12 million. At quarter end, we had net borrowings of $799 million, comprised of $175 million notes outstanding and $624 million under our credit facility. On April 23, the company entered into an incremental borrowing facility amendment, which provided for a $75 million term loan. This loan was used to pay down our existing bank lines of credit and creates additional borrowing capacity for general corporate purposes and working capital needs, including the front loading of our 2024 modular capital spending to support positive demand conditions and for incremental transaction expenses. The ratio of funded debt to the last 12 months actual adjusted EBITDA was 2.43 to 1. We are very proud of McGrath's strong first quarter performance, and we are fully focused on solid execution for the remainder of 2024. That concludes our prepared remarks. Bo, you may now open the lines for questions.

For the first question, I have several to ask. Keith, you mentioned the figures in dollar terms, and I haven't had a chance to verify. What was the organic growth in modular compared to the Vesta contribution since we were looking at a partial quarter?

Yes. On the rental revenue side, approximately 12% organic.

Thank you. Regarding pricing, I have a question related to Slide 24. I feel that Vesta is part of the answer here. Over the last 12 months, modular units shipped grew 9% year-over-year in the first quarter, while the total portfolio increased by 18% year-over-year. I'm a bit confused about the significance of these figures. I suspect it relates to the fact that you started including Vesta in November of 2023. Is that the main difference? Could you explain that to us a bit more, please, Keith?

Yes. I think that is the main difference, Scott. Again, that is the data. The footnotes are important as you understand the data. As you glean from the footnotes, we're reflecting the data we have available from our systems, and Vesta was incorporated into the data capture on the 1st of November. I think the trends are still positive across the business. We are getting more revenue per unit on rent. I think that reflects a couple of things. One is units are more expensive, both to purchase and maintain. So we have to charge accordingly. And importantly, we're adding more services into the business. So with some of our contracts, capturing more of the Mobile Modular Plus services further enhances the revenue per unit.

All right. Some volume questions. I think Joe may have referenced it, ABI has been bouncing around recently. I think he addressed it when he was speaking to Portable Storage containers. But just curious, what are you seeing in the demand environment for both the 2 major asset classes in Mobile Modular portable and modular since we last spoke in mid-February?

Yes, Scott. As I mentioned earlier, our rental backlog is currently very strong, primarily driven by excellent orders for education. This has been a highlight of the quarter, not just in bookings but also in actual billings. That part of the business is performing well. Meanwhile, the commercial construction market is somewhat quieter, with activity levels not matching those of previous years, though it remains steady. Those are the two main differences I've observed.

Joe, you mentioned that you advanced capital expenditures. Is this an indication that you plan to increase spending or simply complete it sooner? It seems this is mainly focused on educational classroom modulars. Is there any excess related to other areas? Would you actually be reducing expenditures if it weren't for the educational segment?

Yes. Scott, here's the way I'd frame it. It's really driven by the education market. As Joe commented, education market conditions have been good for the first part of the year. I think you'll recall, the education market is seasonal. Most of the activations will be in the summer months. So we really have to front-load the CapEx to meet demand in that part of the market. We're certainly adding some fleet selectively, but I would say the new CapEx focus is much more on the education side of the business, and it needs to happen early in the year to be effective.

This question is about Portable Storage utilization. You've only reported that segment separately for the last two quarters. However, it has decreased by about 1,000 basis points, give or take, year-over-year, and we lack historical context before this period. Can you explain the significant differences year-over-year?

Yes, Scott, I would say we have a bigger fleet. So units on rent have actually hung in there pretty well, but utilization has dropped. And we've gotten more returns than we had planned, and bookings weren't quite as strong as we had planned in the quarter. So I think that's really what you're seeing in the numbers there.

And first quarter, Joe, is the seasonally softest quarter, right?

Correct. Absolutely.

All right. I'm going to pivot over. I'm getting towards the end here. TRS-RenTelco, still semiconductor softness. Are you seeing any signs of return? Any visibility there? Is it still tough to call?

Yes, it's still pretty tough to call. And as you know, in that business, our rental terms are shorter, hard to see out far over the hood there. And so we take it on a month by month basis. So a little bit tough to predict right now, but we're pulling all the right levers in the business to adjust for the current market conditions. So I'm pleased that the team is taking the steps that they are to keep the business healthy.

Any quick comments 4G to 5G, just any progress report on that?

Not really. No big developments there to speak of.

I'll conclude with this. Recently, a proxy was released regarding your upcoming transaction with WillScot Mobile Mini, which included revenue, EBITDA, EBIT, and unlevered free cash flow projections for the business through 2028. I'm interested in the major assumptions you used, particularly for the revenue projections.

I’ll briefly comment, and Keith can provide more details. Our main goal when compiling those projections was to incorporate the initiatives we have ongoing in the business. We aimed to anticipate deeper integration of those initiatives into the current work we’re doing, and we built all of that into our projections.

That was going to be exactly my point, Joe, and really emphasizing that was our organic outlook for the business we own and operate. We see a lot of opportunities with it. A lot of those opportunities are based around the modular growth strategy that we've articulated over the last few years. And I think you see in today's report card that we continue to make progress in those areas.

For both of you, regarding the initiative, can you explain what you're doing with the add-ons inside and outside the assets? Keith, could you provide some insight into the type of economic outlook you're anticipating over the next five years? Specifically, what CAGR GDP do you expect? Also, I assume that no acquisitions are included in that figure, but I just want to confirm.

Yes, all organic, no acquisitions. When we put together any forecast, we really begin by looking at the overall economic backdrop. We review published studies that are out there. And then we look at specific studies that are related to important end markets that we serve. So things like ABI, construction spending and the like, outlook for school spending, school enrollment, all those kinds of things we'll take a look at as we formulate our forecast. So that's all in the normal course of business. And what is done is we develop the forecast with the information that is most current at the time they're put together.

Great. I appreciate that. That's helpful. One more I'm going to sneak in. Just the real estate sale, can you share a little bit more color on that? And I'll turn it over.

Yes. Scott, as you know, for certain key operating locations, we may own our property across our businesses. In this particular instance, this is a property at which Adler Tank Rentals was the division that used the property. And obviously, we divested that business last year. We had an opportunity to sell the property and can use that capital to redeploy it into the modular side of the business.

So I was wondering if you could sort of take us back to the strength of education for a moment because I think it's kind of interesting, the commentary there. It seems as though things were looking pretty good already as we got to the end of last year in that space. So can you maybe just take us through maybe a couple of puts and takes as to what was stronger than what you expected, whether it was a mix issue, pricing issue? Like what is it really that kind of bumped up education maybe a little faster than what maybe you were expecting at the end of the year?

Sure. I would say that really the main driver of our education business is the amount of money that's out on local bond measures and state bond measures. Primarily what we're seeing now is more local bonds. And so when those go out on the ballot for election, they pass by a nice majority usually. And those are significant bonds that pass in these municipalities for modernization and for growth projects. And over the past year or so, a lot of those have passed, and that money is now being deployed in the market right now. And we're positioned very nicely to take advantage of it, and it's really solid execution, our relationships with our education clients that really bring those projects to fruition. So we're very pleased with how that market has developed.

So the funding availability that has been established over the last couple of years has made people more comfortable with releasing those funds and putting them to work. Are there specific regions, particularly in California and/or Texas, where you are noticing this, or is it happening across the board?

It's across the board. You're absolutely right, that money is being deployed and it's across the board.

Excellent. Excellent. And then so you talked about sort of bringing forward some of the CapEx to sort of address that. And obviously, there's the seasonal nature and the timing of when those will be delivered. Do you get any sense of any supply chain concerns as to what you'll need? Or how should we think about that?

Yes, we handle supply chain issues very carefully and maintain strong relationships with our suppliers. We collaborate with them to reserve production time, and we do not see this as a challenge for us this year. Although it has been more constrained in the past, it is not as tight this year. As I mentioned, we manage it very carefully, and I believe our position with our suppliers is strong.

Okay. Excellent. Finally, it seems that the pricing dynamics you have been working on for some time continue to generally move in the right direction. I was wondering if you could discuss those efforts and if there are any aspects we should be aware of that we haven't had a chance to discuss lately.

Yes, Marc, as we commented earlier, the goal here is to deliver more value to the customer. We're achieving better revenue per unit deployed. That's partly because of the services emphasis. It also reflects higher cost of new equipment and higher cost of maintaining equipment and getting it rental ready. So this is all about protecting our economics. We've talked about that over the last few years. And I think our teams have done really good work addressing those issues, and that's reflected in the numbers.

I was wondering if you could share your perspective on the labor market and its development. Throughout my time covering you, I've always been concerned about the challenges of hiring enough drivers, which may still be a relevant issue. Could you elaborate on your experiences regarding the labor market?

Yes, this year we've been effective in filling open positions. You are correct that the driver market is typically very tight. However, we are not facing any specific challenges right now in filling those roles. I feel confident that we have the right workforce in place to accomplish our tasks effectively. Overall, I believe we're in a strong position.

Ladies and gentlemen, that appears to be the last question. Let me now turn the call back over to Mr. Hanna for any closing comments.

I'd like to thank everyone for joining us on the call today and for your continuing interest in our company.

Ladies and gentlemen, this concludes today's conference call. Thank you all for your participation. You may now disconnect.