8-K

MCGRATH RENTCORP (MGRC)

8-K 2025-02-19 For: 2025-02-19
View Original
Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2025

McGRATH RENTCORP

(Exact name of Registrant as Specified in Its Charter)

California 000-13292 94-2579843
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
5700 Las Positas Road
Livermore, California 94551-7800
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (925) 606-9200
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock MGRC Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On February 19, 2025, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its fourth quarter ended December 31, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release of McGrath RentCorp, dated February 19, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

McGRATH RENTCORP
Date: February 19, 2025 By: /s/ Keith E. Pratt
Keith E. Pratt<br>Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

img222354234_0.jpg

Contact

Keith E. Pratt

EVP & Chief Financial Officer

925-606-9200

PRESS RELEASE

FOR RELEASE February 19, 2025

McGrath Announces Results for Fourth Quarter 2024

and Announces 34th Annual Dividend Increase

Livermore, CA - February 19, 2025 – McGrath RentCorp (“McGrath” or the “Company”) (Nasdaq: MGRC), a leading business-to-business rental company in North America, today announced total revenues from continuing operations for the quarter ended December 31, 2024 of $243.7 million, an increase of 10% compared to the fourth quarter of 2023. The Company reported net income from continuing operations of $38.9 million, or $1.58 per diluted share, for the fourth quarter of 2024, compared to net income from continuing operations of $32.0 million, or $1.30 per diluted share, for the fourth quarter of 2023.

Total revenues from continuing operations for the full year ended December 31, 2024 increased to $910.9 million, an increase of 10%, from $831.8 million in 2023, with adjusted EBITDA increasing $33.4 million, or 10%, to $351.7 million. Net income from continuing operations for the year ended December 31, 2024 was $231.7 million, or $9.43 per diluted share, compared to $111.9 million, or $4.56 per diluted share, in 2023. Excluding the $180.0 million merger termination payment received from WillScot Mobile Mini and $63.2 million in transaction costs incurred by McGrath during the year, net of provision for income taxes, the Company reported net income from continuing operations of $145.7 million, or $5.93 per diluted share.

The Company also announced that the board of directors declared a cash dividend of $0.485 per share for the upcoming quarter ending March 31, 2025, a quarterly increase of $0.01, or 2%, over the prior year period. The cash dividend will be payable on April 30, 2025 to all shareholders of record on April 16, 2025. This marks 34 consecutive years the Company has increased its annual dividend.

Fourth QUARTER 2024 YEAR-OVER-YEAR Company HIGHLIGHTS (FROM CONTINUING OPERATIONS):

  • Rental revenues increased 1% to $124.2 million.
  • Sales revenues increased 37% to $80.3 million.
  • Total revenues increased 10% to $243.7 million.
  • Adjusted EBITDA1 increased 5% to $92.0 million.
  • Dividend rate of $0.475 per share for the fourth quarter 2024. On an annualized basis, this dividend represents a 1.6% yield on the February 18, 2025 close price of $122.22 per share.

Joe Hanna, President and CEO of McGrath, made the following comments:

“We were pleased with our fourth quarter results. The 10% increase in companywide revenues and 5% increase in Adjusted EBITDA were driven by growth at Mobile Modular.

Our modular business had a good quarter, with 8% rental revenue growth. Rental revenues grew across both commercial and education customer bases. We maintained our focus on pricing optimization, rental fleet utilization, and value-added services for our customers. Growth initiatives for Mobile Modular Plus, Site Related Services and new modular equipment sales all continued to show progress.

Portable Storage weak demand conditions continued, resulting in 15% lower rental revenues for the quarter, compared to a year ago. The weaker demand was broad-based across regions and was primarily a result of lower commercial construction project activity.

TRS-RenTelco experienced continued demand challenges, resulting in 9% lower rental revenues for the quarter, compared to a year ago. During the quarter we maintained discipline with respect to new equipment capital spending and made progress with reducing the fleet size to better align with demand conditions.

I appreciate the strong execution from the McGrath team to deliver solid results for the year despite the demand headwinds at Portable Storage and TRS-RenTelco. I am encouraged by our start to 2025 and confident that our teams are very focused on building on last year’s successes.”

Division HIGHLIGHTS:

All comparisons presented below are for the quarter ended December 31, 2024 to the quarter ended December 31, 2023 unless otherwise indicated.

Mobile Modular

For the fourth quarter of 2024, the Company’s Mobile Modular division reported Adjusted EBITDA of $61.0 million, an increase of $6.9 million, or 13%, when compared to the same quarter in 2023.

  • Rental revenues increased 8% to $82.1 million, depreciation expense increased 7% to $10.4 million, and other direct costs increased 2% to $18.5 million, which resulted in an increase in gross profit on rental revenues of 11% to $53.2 million.
  • Rental related services revenues increased 5% to $32.1 million, primarily attributable to higher delivery and pick-up activities and higher site related services, with associated gross profit increasing 5% to $11.6 million.
  • Sales revenues increased 32% to $56.0 million, primarily from higher new equipment sales. Gross margin on sales was 26% in 2024 compared to 32% in 2023, resulting in a 5% increase in gross profit on sales revenues to $14.3 million.
  • Selling and administrative expenses decreased $1.4 million to $35.8 million, when compared to the prior year.

Portable storage

For the fourth quarter of 2024, the Company’s Portable Storage division reported Adjusted EBITDA of $9.9 million, a decrease of $2.8 million, or 22%, when compared to the same quarter in 2023.

  • Rental revenues decreased 15% to $16.7 million, depreciation expense increased 7% to $1.0 million, and other direct costs decreased 12% to $1.5 million, which resulted in a decrease in gross profit on rental revenues of 17% to $14.2 million.
  • Rental related services revenues decreased 24% to $3.9 million, primarily attributable to lower delivery and return delivery activities.
  • Sales revenues increased $0.1 million to $1.8 million, primarily from higher used equipment sales. Gross margin on sales was 36% compared to 38% in 2023, resulting in a 1% increase in gross profit on sales revenues to $0.6 million.
  • Selling and administrative expenses decreased $1.1 million to $7.1 million, when compared to the prior year.

TRS-RenTelco

For the fourth quarter of 2024, the Company’s TRS-RenTelco division reported Adjusted EBITDA of $19.1 million, a decrease of 8%, when compared to the same quarter in 2023.

  • Rental revenues decreased 9% to $25.4 million, depreciation expense decreased 12%, and other direct costs increased 2%, resulting in a 10% decrease in gross profit on rental revenues to $10.2 million. The rental revenue decrease was primarily due to continued weakness in end markets, resulting in lower average rental equipment on rent compared to the prior year.

  • Sales revenues increased 26% to $7.3 million and gross profit on sales revenues increased 32% to $4.2 million.

  • Selling and administrative expenses decreased 11%, to $6.6 million, when compared to the prior year.

financial outlook:

For the full-year 2025, the Company expects:

2025 Outlook 2024 Actual
Total revenue: $920 to $970 million $911 million
Adjusted EBITDA1, 2: $345 to $360 million $352 million
Gross rental equipment capital expenditures: $120 to $130 million $191 million
  • Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs and non-operating transactions. A reconciliation of actual net income to Adjusted EBITDA and Adjusted EBITDA to net cash provided by operating activities can be found at the end of this release.
  • Information reconciling forward-looking Adjusted EBITDA to the comparable GAAP financial measures is unavailable to the Company without unreasonable effort because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as the provision for income taxes. Therefore, no reconciliation to the most comparable GAAP measures is provided. The Company provides Adjusted EBITDA guidance because it believes that Adjusted EBITDA, when viewed with the Company’s results under GAAP, provides useful information for the reasons noted in the reconciliation of actual Adjusted EBITDA to the most directly comparable GAAP measures at the end of this release.

ABOUT MCGRATH:

McGrath RentCorp (Nasdaq: MGRC) is a leading business-to-business rental company in North America with a strong record of profitable business growth. Founded in 1979, McGrath’s operations are centered on modular solutions through its Mobile Modular and Mobile Modular Portable Storage businesses. In addition, its TRS-RenTelco business offers electronic test equipment rental solutions. The Company’s rental product offerings and services are part of the circular supply economy, helping customers work more efficiently, and sustainably manage their environmental footprint. With over 40 years of experience, McGrath’s success is driven by a focus on exceptional customer experiences. This focus has underpinned the Company’s long-term financial success and supported over 30 consecutive years of annual dividend increases to shareholders, a rare distinction among publicly listed companies.

McGrath is headquartered in Livermore, California. Additional information about McGrath and its businesses is available at mgrc.com and investors.mgrc.com.

You should read this press release in conjunction with the financial statements and notes thereto included in the Company’s latest Forms 10-K, 10-Q and other SEC filings. You can visit the Company’s web site at www.mgrc.com to access information on McGrath RentCorp, including the latest Forms 10-K, 10-Q and other SEC filings.

Conference Call Note:

As previously announced in its press release of January 30, 2025, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on February 19, 2025 to discuss the fourth quarter 2024 results. To participate in the teleconference, dial 1-800-445-7795 (in the U.S.), or 1-785-424-1699 (outside the U.S.), or to listen only, access the simultaneous webcast at the investor relations section of the Company’s website at https://investors.mgrc.com/. A replay will be available for 7 days following the call by dialing 1-800-723-7372 (in the U.S.), or 1-402-220-2666 (outside the U.S.). In addition, a live audio webcast and replay of the call may be found in the investor relations section of the Company’s website at https://investors.mgrc.com/events-and-presentations.

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (AUDITED)

Three Months Ended December 31, Twelve Months Ended December 31,
(in thousands, except per share amounts) 2024 2023 2024 2023
Revenues
Rental $ 124,220 $ 123,563 $ 489,929 $ 474,336
Rental related services 36,858 36,679 148,498 138,160
Rental operations 161,078 160,242 638,427 612,496
Sales 80,298 58,589 262,290 207,165
Other 2,370 2,757 10,225 12,181
Total revenues 243,746 221,588 910,942 831,842
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment 21,755 22,413 88,267 88,912
Rental related services 25,204 25,003 103,419 96,628
Other 24,931 24,754 109,116 114,942
Total direct costs of rental operations 71,890 72,170 300,802 300,482
Costs of sales 57,099 39,296 174,725 137,727
Total costs of revenues 128,989 111,466 475,527 438,209
Gross profit 114,757 110,122 435,415 393,633
Expenses:
Selling and administrative expenses 51,669 54,506 200,432 207,539
Other income, net (59 ) (9,281 ) (3,618 )
Income from operations 63,088 55,675 244,264 189,712
Interest expense 8,858 12,126 47,241 40,560
Foreign currency exchange loss (gain) 270 144 215 (310 )
Gain on merger termination from WillScot Mobile Mini (180,000 )
WillScot Mobile Mini transaction costs 2,002 63,159
Income from continuing operations before provision for income taxes 51,958 43,693 313,649 149,462
Provision for income taxes from continuing operations 13,009 11,676 81,922 37,610
Income from continuing operations 38,949 32,017 231,727 111,852
Discontinued operations:
Income from discontinued operations before provision for income taxes 1,709
Provision for income taxes from discontinued operations 453
Gain on sale of discontinued operations, net of tax 61,513
Income from discontinued operations 62,769
Net income $ 38,949 $ 32,017 $ 231,727 $ 174,621
Earnings per share from continuing operations:
Basic $ 1.59 $ 1.31 $ 9.44 $ 4.57
Diluted $ 1.58 $ 1.30 $ 9.43 $ 4.56
Earnings per share from discontinued operations:
Basic $ $ $ $ 2.57
Diluted $ $ $ $ 2.56
Earnings per share:
Basic $ 1.59 $ 1.31 $ 9.44 $ 7.14
Diluted $ 1.58 $ 1.30 $ 9.43 $ 7.12
Shares used in per share calculation:
Basic 24,551 24,492 24,541 24,469
Diluted 24,587 24,535 24,570 24,529
Cash dividends declared per share $ 0.475 $ 0.465 $ 1.90 $ 1.86

MCGRATH RENTCORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(AUDITED)

(in thousands) 2023
Assets
Cash 807 $ 877
Accounts receivable, net of allowance for credit losses of 2,866 at December 31, 2024 and 2,801 at December 31, 2023 219,342 227,368
Rental equipment, at cost:
Relocatable modular buildings 1,414,367 1,291,093
Portable storage containers 240,846 236,123
Electronic test equipment 343,982 377,587
1,999,195 1,904,803
Less: accumulated depreciation (611,536 ) (575,480 )
Rental equipment, net 1,387,659 1,329,323
Property, plant and equipment, net 197,439 169,114
Inventories 14,304 15,425
Prepaid expenses and other assets 80,477 87,364
Intangible assets, net 54,332 64,588
Goodwill 323,224 323,224
Total assets 2,277,584 $ 2,217,283
Liabilities and Shareholders' Equity
Liabilities:
Notes payable 590,208 $ 762,975
Accounts payable 60,082 58,760
Accrued liabilities 113,961 108,763
Deferred income 109,836 111,428
Deferred income taxes, net 280,129 241,555
Total liabilities 1,154,216 1,283,481
Shareholders’ equity:
Common stock, no par value - Authorized 40,000 shares
Issued and outstanding - 24,551 shares as of December 31, 2024 and 24,496 shares as of December 31, 2023 116,253 111,122
Retained earnings 1,007,115 822,796
Accumulated other comprehensive loss (116 )
Total shareholders’ equity 1,123,368 933,802
Total liabilities and shareholders’ equity 2,277,584 $ 2,217,283

All values are in US Dollars.

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AUDITED)

Twelve Months Ended December 31,
(in thousands) 2024 2023
Cash Flows from Operating Activities:
Net income $ 231,727 $ 174,621
Adjustments to reconcile net income to net cash provided by<br>   operating activities:
Depreciation and amortization 107,455 109,375
Deferred income taxes (benefits) 38,574 (16,952 )
Provision for credit losses 1,890 2,633
Share-based compensation 9,502 8,275
Gain on sale of property, plant and equipment (9,281 ) (3,618 )
Gain on sale of discontinued operations (61,513 )
Gain on sale of used rental equipment (35,085 ) (31,642 )
Foreign currency exchange loss (gain) 215 (310 )
Amortization of debt issuance costs 66 8
Change in:
Accounts receivable 6,136 (37,776 )
Inventories 1,121 (779 )
Prepaid expenses and other assets 6,887 (28,547 )
Accounts payable 11,836 (49,761 )
Accrued liabilities 4,924 17,235
Deferred income (1,592 ) 14,094
Net cash provided by operating activities 374,375 95,343
Cash Flows from Investing Activities:
Proceeds from sale of discontinued operations 268,012
Purchases of rental equipment (191,231 ) (229,679 )
Purchases of property, plant and equipment (40,228 ) (43,989 )
Cash paid for acquisition of businesses (458,315 )
Cash paid for acquisition of business assets (3,767 )
Proceeds from sales of used rental equipment 68,453 66,168
Proceeds from sales of property, plant and equipment 12,251 9,702
Net cash used in investing activities (150,755 ) (391,868 )
Cash Flows from Financing Activities:
Net (payments) borrowings under bank lines of credit (172,560 ) 274,225
Borrowings under term note agreement 75,000
Taxes paid related to net share settlement of stock awards (4,371 ) (7,233 )
Payment of dividends (46,759 ) (45,556 )
Net cash (used in) provided by financing activities (223,690 ) 296,436
Effect of foreign currency exchange rate changes on cash 9
Net decrease in cash (70 ) (80 )
Cash balance, beginning of period 877 957
Cash balance, end of period $ 807 $ 877
Supplemental Disclosure of Cash Flow Information:
Gain on merger termination, net of transaction costs, presented under net cash provided by operating activities $ 116,841 $
Interest paid, during the period $ 48,324 $ 38,603
Net income taxes paid, during the period $ 36,524 $ 91,565
Dividends accrued during the period, not yet paid $ 12,482 $ 12,010
Rental equipment acquisitions, not yet paid $ 5,393 $ 16,653
MCGRATH RENTCORP
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
BUSINESS SEGMENT DATA (unaudited)
Three months ended December 31, 2024
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Consolidated
Revenues
Rental 82,108 16,713 25,399 124,220
Rental related services 32,140 3,933 785 36,858
Rental operations 114,248 20,646 26,184 161,078
Sales 55,983 1,806 7,270 15,239 80,298
Other 1,598 211 561 2,370
Total revenues 171,829 22,663 34,015 15,239 243,746
Costs and Expenses
Direct costs of rental operations:
Depreciation 10,405 1,011 10,339 21,755
Rental related services 20,572 4,056 576 25,204
Other 18,534 1,493 4,904 24,931
Total direct costs of rental operations 49,511 6,560 15,819 71,890
Costs of sales 41,705 1,161 3,080 11,153 57,099
Total costs of revenues 91,216 7,721 18,899 11,153 128,989
Gross Profit (Loss)
Rental 53,169 14,209 10,156 77,534
Rental related services 11,568 (123 ) 209 11,654
Rental operations 64,737 14,086 10,365 89,188
Sales 14,278 645 4,190 4,086 23,199
Other 1,598 211 561 2,370
Total gross profit 80,613 14,942 15,116 4,086 114,757
Selling and administrative expenses 35,789 7,133 6,550 2,197 51,669
Income from operations $ 44,824 $ 7,809 $ 8,566 $ 1,889 $ 63,088
Interest expense 8,858
Foreign currency exchange loss 270
Willscot Mobile Mini transaction costs 2,002
Provision for income taxes 13,009
Income from continuing operations $ 38,949
Other Information
Adjusted EBITDA 1 $ 60,994 $ 9,922 $ 19,099 $ 1,987 $ 92,002
Average rental equipment 2 $ 1,270,068 $ 231,332 $ 349,018
Average monthly total yield 3 2.15 % 2.41 % 2.43 %
Average utilization 4 76.0 % 61.2 % 59.1 %
Average monthly rental rate 5 2.84 % 3.94 % 4.11 %
  1.  Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.
    
  2.  Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
    
  3.  Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.
    
  4.  Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.
    
  5.  Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.
    
MCGRATH RENTCORP
BUSINESS SEGMENT DATA (unaudited)
Three months ended December 31, 2023
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Consolidated
Revenues
Rental $ 75,931 $ 19,760 $ 27,872 $ $ 123,563
Rental related services 30,713 5,150 816 36,679
Rental operations 106,644 24,910 28,688 160,242
Sales 42,329 1,696 5,751 8,813 58,589
Other 1,686 338 733 2,875
Total revenues 150,659 26,944 35,172 8,813 221,706
Costs and Expenses
Direct costs of rental operations:
Depreciation 9,725 944 11,744 22,413
Rental related services 19,689 4,651 663 25,003
Other 18,256 1,699 4,799 24,754
Total direct costs of rental operations 47,670 7,294 17,206 72,170
Costs of sales 28,718 1,059 2,577 6,942 39,296
Total costs of revenues 76,388 8,353 19,783 6,942 111,466
Gross Profit
Rental 47,950 17,117 11,329 76,396
Rental related services 11,024 499 153 11,676
Rental operations 58,974 17,616 11,482 88,072
Sales 13,611 637 3,174 1,871 19,293
Other 1,686 338 733 2,868
Total gross profit 74,271 18,591 15,389 1,871 110,122
Selling and administrative expenses 37,213 8,255 7,386 1,652 54,506
Other income, net (38 ) (7 ) (14 ) (59 )
Income from operations $ 37,096 $ 10,343 $ 8,017 $ 219 55,675
Interest expense 12,126
Foreign currency exchange gain (144 )
Provision for income taxes 11,676
Income from continuing operations $ 32,017
Other Information
Adjusted EBITDA 1 $ 54,106 $ 12,765 $ 20,690 $ 308 $ 87,869
Average rental equipment 2 $ 1,155,413 $ 218,976 $ 379,214
Average monthly total yield 3 2.19 % 3.01 % 2.43 %
Average utilization 4 79.7 % 74.8 % 58.9 %
Average monthly rental rate 5 2.75 % 4.02 % 4.16 %
  1.  Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.
    
  2.  Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
    
  3.  Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.
    
  4.  Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.
    
  5.  Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.
    
MCGRATH RENTCORP
BUSINESS SEGMENT DATA (unaudited)
Twelve months ended December 31, 2024
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Consolidated
Revenues
Rental 318,149 69,983 101,797 489,929
Rental related services 127,589 17,702 3,207 148,498
Rental operations 445,738 87,685 105,004 638,427
Sales 183,234 5,695 27,531 45,830 262,290
Other 6,394 1,117 2,714 10,225
Total revenues 635,366 94,497 135,249 45,830 910,942
Costs and Expenses
Direct costs of rental operations:
Depreciation 40,399 3,982 43,886 88,267
Rental related services 83,547 17,267 2,605 103,419
Other 83,023 5,816 20,277 109,116
Total direct costs of rental operations 206,969 27,065 66,768 300,802
Costs of sales 124,886 3,551 12,426 33,862 174,725
Total costs of revenues 331,855 30,616 79,194 33,862 475,527
Gross Profit
Rental 194,727 60,185 37,634 292,546
Rental related services 44,042 435 602 45,079
Rental operations 238,769 60,620 38,236 337,625
Sales 58,348 2,144 15,105 11,968 87,565
Other 6,394 1,117 2,714 10,225
Total gross profit 303,511 63,881 56,055 11,968 435,415
Selling and administrative expenses 136,670 29,197 27,000 7,565 200,432
Other income, net (6,220 ) (1,319 ) (1,742 ) (9,281 )
Income from operations $ 173,061 $ 36,003 $ 30,797 $ 4,403 $ 244,264
Interest expense 47,241
Foreign currency exchange loss 215
Gain on merger termination from WillScot Mobile Mini (180,000 )
Willscot Mobile Mini transaction costs 63,159
Provision for income taxes 81,922
Income from continuing operations $ 231,727
Other Information
Adjusted EBITDA 1 $ 229,160 $ 43,255 $ 74,525 $ 4,785 $ 351,725
Average rental equipment 2 $ 1,221,900 $ 227,600 $ 362,558
Average monthly total yield 3 2.17 % 2.56 % 2.34 %
Average utilization 4 77.5 % 64.9 % 57.3 %
Average monthly rental rate 5 2.80 % 3.95 % 4.08 %
  1.  Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.
    
  2.  Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
    
  3.  Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.
    
  4.  Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.
    
  5.  Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.
    
MCGRATH RENTCORP
BUSINESS SEGMENT DATA (unaudited)
Twelve months ended December 31, 2023
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Consolidated
Revenues
Rental $ 285,553 $ 74,536 $ 114,247 $ $ 474,336
Rental related services 114,511 20,510 3,139 138,160
Rental operations 400,064 95,046 117,386 612,496
Sales 155,267 4,587 27,119 20,192 207,165
Other 6,905 1,504 3,772 12,181
Total revenues 562,236 101,137 148,277 20,192 831,842
Costs and Expenses
Direct costs of rental operations:
Depreciation 36,921 3,514 48,477 88,912
Rental related services 75,390 18,568 2,670 96,628
Other 86,983 7,317 20,642 114,942
Total direct costs of rental operations 199,294 29,399 71,789 300,482
Costs of sales 105,021 2,858 13,884 15,964 137,727
Total costs of revenues 304,315 32,257 85,673 15,964 438,209
Gross Profit
Rental 161,649 63,705 45,128 270,482
Rental related services 39,121 1,942 469 41,532
Rental operations 200,770 65,647 45,597 312,014
Sales 50,246 1,729 13,235 4,228 69,438
Other 6,905 1,504 3,772 12,181
Total gross profit 257,921 68,880 62,604 4,228 393,633
Selling and administrative expenses 138,574 31,537 30,962 6,466 207,539
Other income, net (2,329 ) (457 ) (832 ) (3,618 )
Income (loss) from operations $ 121,676 $ 37,800 $ 32,474 $ (2,238 ) $ 189,712
Interest expense 40,560
Foreign currency exchange gain (310 )
Provision for income taxes 37,610
Income from continuing operations $ 111,852
Other Information
Adjusted EBITDA 1 $ 189,661 $ 46,690 $ 83,903 $ (1,898 ) $ 318,356
Average rental equipment 2 $ 1,093,086 $ 206,095 $ 388,679
Average monthly total yield 3 2.18 % 3.01 % 2.43 %
Average utilization 4 79.7 % 77.3 % 58.9 %
Average monthly rental rate 5 2.73 % 3.90 % 4.16 %
  1.  Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions.   Adjusted EBITDA for the year ended December 31, 2023, excludes the gain on sale of discontinued operations from the divestiture of Adler Tanks.
    
  2.  Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
    
  3.  Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.
    
  4.  Average utilization is calculated by dividing the average month end costs of rental equipment on rent by the average month end total costs of rental equipment.
    
  5.  Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent for the period.
    

Reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures

To supplement the Company’s financial data presented on a basis consistent with accounting principles generally accepted in the United States of America (“GAAP”), the Company presents “Adjusted EBITDA”, which is defined by the Company as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs, gains on property sales and non-operating transactions. The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA. The Company presents Adjusted EBITDA as a financial measure as management believes it provides useful information to investors regarding the Company’s liquidity and financial condition and because management, as well as the Company’s lenders, use this measure in evaluating the performance of the Company.

Management uses Adjusted EBITDA as a supplement to GAAP measures to further evaluate period-to-period operating performance, compliance with financial covenants in the Company’s revolving lines of credit and senior notes and the Company’s ability to meet future capital expenditure and working capital requirements. Management believes the exclusion of non-cash charges and non-recurring transactions, including share-based compensation, transaction costs, gains on property sales and non-operating transactions, is useful in measuring the Company’s cash available for operations and performance of the Company. Because management finds Adjusted EBITDA useful, the Company believes its investors will also find Adjusted EBITDA useful in evaluating the Company’s performance.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows, or other consolidated income or cash flow data prepared in accordance with GAAP or as a measure of the Company’s profitability or liquidity. Adjusted EBITDA is not in accordance with or an alternative for GAAP and may be different from non−GAAP measures used by other companies. Unlike EBITDA, which may be used by other companies or investors, Adjusted EBITDA does not include share-based compensation charges, transaction costs, gains on property sales and non-operating transactions. The Company believes that Adjusted EBITDA is of limited use in that it does not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP and does not accurately reflect real cash flow. In addition, other companies may not use Adjusted EBITDA or may use other non-GAAP measures, limiting the usefulness of Adjusted EBITDA for purposes of comparison. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that the Company will not incur expenses that are the same as or similar to the adjustments in this presentation. Therefore, Adjusted EBITDA should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures. The Company compensates for the limitations of Adjusted EBITDA by relying upon GAAP results to gain a complete picture of the Company’s performance. Because Adjusted EBITDA is a non-GAAP financial measure, as defined by the SEC, the Company includes in the tables below reconciliations of Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Reconciliation of Income from Continuing Operations to Adjusted EBITDA

(dollar amounts in thousands) Three Months Ended<br>December 31, Twelve Months Ended<br>December 31,
2024 2023 2024 2023
Income from continuing operations $ 38,949 $ 32,016 $ 231,727 $ 111,852
Provision for income taxes from continuing operations 13,009 11,676 81,922 37,610
Interest expense 8,858 12,126 47,241 40,560
Depreciation and amortization 26,631 27,533 107,455 107,918
EBITDA 87,447 83,351 468,345 297,940
Share-based compensation 2,553 3,002 9,502 8,157
Transaction costs 3 2,002 1,575 63,159 15,877
Other income, net 4 (59 ) (9,281 ) (3,618 )
Gain on merger termination from WillScot Mobile Mini 5 (180,000 )
Adjusted EBITDA 1 $ 92,002 $ 87,869 $ 351,725 $ 318,356
Adjusted EBITDA margin 2 38 % 40 % 38 % 39 %

Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities

(dollar amounts in thousands) Three Months Ended<br>December 31, Twelve Months Ended<br>December 31,
2024 2023 2024 2023
Adjusted EBITDA 1 $ 92,002 $ 87,869 $ 351,725 $ 322,038
Interest paid (7,986 ) (10,785 ) (48,324 ) (38,603 )
Income taxes paid, net of refunds received (40,350 ) (82,018 ) (36,524 ) (91,565 )
Gain on sale of used rental equipment (9,900 ) (8,678 ) (35,085 ) (31,642 )
Foreign currency exchange loss 270 (144 ) 215 (310 )
Amortization of debt issuance costs 60 2 66 8
Change in certain assets and liabilities:
Accounts receivable, net 5,187 (9,204 ) 8,026 (35,143 )
Prepaid expenses and other assets (13,101 ) (21,936 ) 6,887 (29,326 )
Accounts payable and other liabilities 24,686 15,148 128,981 (14,208 )
Deferred income (14,089 ) 6,186 (1,592 ) 14,094
Net cash provided by (used in) operating activities $ 36,779 $ (23,560 ) $ 374,375 $ 95,343
  1. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, other income, net and non-operating transactions. Adjusted EBITDA for the twelve months ended December 31, 2023, excludes the gain on sale of discontinued operations from the divestiture of Adler Tanks.

  2. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total revenues for the period.

  3. Transaction costs include acquisition and divestiture related legal and professional fees and other costs specific to these transactions.

  4. Other income, net consists of net gains on property, plant and equipment sales that are infrequent in nature and excluded from Adjusted EBITDA.

  5. The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA.