8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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):	April 28, 2022

McGRATH RENTCORP

(Exact name of registrant as specified in its Charter)

California	000-13292	94-2579843
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)

5700 Las Positas Road, Livermore, CA  94551-7800

(Address of principal executive offices)

(925) 606-9200

(Registrant’s Telephone Number, Including Area Code)

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

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

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 (see General Instruction A.2. below):

☐	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))

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 Security 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 April 28, 2022, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its first quarter ended March 31, 2022.  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 April 28, 2022.
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
Dated:	April 28, 2022	By:	/s/  Keith E. Pratt
			Keith E. Pratt
			Executive Vice President and Chief Financial Officer

3

mgrc-ex991_6.htm

		Exhibit 99.1
PRESS RELEASE	5700 Las Positas Road<br><br><br>Livermore, California 94551<br><br><br>925-606-9200

FOR RELEASE April 28, 2022

McGrath RentCorp Announces Results for First Quarter 2022

LIVERMORE, CA – April 28, 2022 – McGrath RentCorp (NASDAQ: MGRC) (the “Company”), a diversified business-to-business rental company, today announced total revenues for the quarter ended March 31, 2022 of $145.4 million, an increase of 20%, compared to the first quarter of 2021.  The Company reported net income of $18.8 million, or $0.77 per diluted share, for the first quarter of 2022, compared to net income of $17.4 million, or $0.71 per diluted share, for the first quarter of 2021.

FIRST QUARTER 2022 Company HIGHLIGHTS:

•	Rental revenues increased 21% year-over-year to $104.2 million.
•	Total revenues increased 20% year-over-year to $145.4 million.
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•	Adjusted EBITDA^1^ increased 15% to $56.7 million.
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•	Dividend rate increased 5% year-over-year to $0.455 per share for the first quarter of 2022.  On an annualized basis, this dividend represents a 2.1% yield on the April 27, 2022 close price of $84.88 per share.
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Joe Hanna, President and CEO of McGrath RentCorp, made the following comments regarding these results and future expectations:

“We were pleased with our first quarter results.  The improved end market conditions we experienced at the start of the year continued through the first quarter and enabled us to deliver a 21% increase in companywide rental revenues, compared to the prior year.  Modular rental revenues grew 32%, with approximately two thirds of the growth attributable to our Design Space, Kitchens To Go and Titan Storage Container acquisitions.  Excluding the acquisitions, the modular segment rental revenues grew by a healthy 11%.  Rental revenues at TRS-RenTelco and Adler Tanks grew 5% and 17%, respectively.

Our modular business saw broad based strength across our commercial, education and portable storage customer bases.  With stronger demand conditions than a year ago we have been spending robustly to prepare modular equipment for rent, and we have front loaded some of our new equipment capital spending.  All of this indicates our improving confidence in rental opportunities for the year.

TRS-RenTelco and Adler Tanks also had a good start to the year.  TRS-RenTelco saw growth in both communications and general purpose rentals during the first quarter, and experienced improving demand over the course of the quarter.  Adler Tanks continued to experience broad-based demand improvement across its regions and vertical markets, compared to a year ago.

I am encouraged by the stronger business momentum we are seeing across the business.  We are focused on effective execution to make the most of these improved market conditions.”

Division HIGHLIGHTS:

All comparisons presented below are for the quarter ended March 31, 2022 to the quarter ended March 31, 2021 unless otherwise indicated.

Mobile Modular

For the first quarter of 2022, the Company’s Mobile Modular division reported income from operations of $18.4 million, an increase of $2.8 million, or 18%, with Adjusted EBITDA increasing $6.5 million, or 27%, to $30.4 million.  Rental revenues increased 32% to $61.5 million, depreciation expense increased 35% to $7.8 million and other direct costs increased 57% to $20.2 million, which resulted in an increase in gross profit on rental revenues of 20% to $33.5 million.  The rental revenue increase reflects the 2021 Design Space, Kitchens To Go, and Titan Storage Containers customers that contributed approximately two thirds of the increase.  Rental related services revenues increased 31% to $18.4 million, primarily attributable to higher delivery and pick up activities, and higher site related and other services performed during the lease with associated gross profit increasing 30% to $5.2 million.  Sales revenues increased 36% to $10.4 million, from both higher new and used equipment sales. Gross margin on sales was 39% compared to 35% in 2021,

resulting in a 51% increase in gross profit on sales revenues to $4.0 million.  Selling and administrative expenses increased 28% to $24.7 million, primarily due to increased employee salaries and benefit costs totaling $2.8 million reflecting the addition of Design Space and Kitchens To Go employees, $1.4 million higher amortization of intangible assets associated with the Design Space and Kitchens To Go acquisitions and $1.6 million higher allocated corporate expenses.

TRS-RenTelco

For the first quarter of 2022, the Company’s TRS-RenTelco division reported income from operations of $8.1 million, a decrease of $0.4 million, or 4%, with Adjusted EBITDA increasing $0.3 million, or 1%, to $20.7 million.  Rental revenues increased 5% to $28.5 million, depreciation expense increased 6% to $12.0 million and other direct costs increased 3% to $4.7 million, which resulted in a 4% increase in gross profit on rental revenues to $11.8 million.  The rental revenue increase was the result of higher average equipment on rent and higher average monthly rental rates compared to the prior year.  Sales revenues decreased 24% to $3.9 million and gross profit on sales revenues decreased 15% to $2.4 million.  Selling and administrative expenses increased 5% to $6.6 million, primarily due to higher marketing and administrative expenses.

Adler Tanks

For the first quarter of 2022, the Company’s Adler Tanks division reported income from operations of $1.9 million, an increase of $1.2 million, with Adjusted EBITDA increasing $1.0 million, or 18%, to $6.7 million.  Rental revenues increased 17% to $14.2 million, depreciation expense was comparable to the prior year and other direct costs increased 29% to $3.0 million, which resulted in an increased gross profit on rental revenues of 25%, to $7.2 million. The rental revenue increase was broad based across regions and vertical markets served.  Rental related services revenues increased 8% to $5.3 million, with gross profit on rental related services decreasing 10%, to $0.9 million.  Selling and administrative expenses increased 4% to $6.5 million primarily due to higher allocated corporate expenses.

financial outlook:

Based upon the Company’s year-to-date results and current outlook for the remainder of the year, the Company confirms its financial outlook. For the full-year 2022, the Company expects:

•	Total revenue:	$675 million to $705 million
•	Adjusted EBITDA^1, 2^:	$260 million to $275 million
•	Gross rental equipment capital expenditures:	$117 million to $127 million
1.	Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs and share-based compensation.  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.
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2.	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.
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About McGrath RentCorp:

Founded in 1979, McGrath RentCorp (Nasdaq: MGRC) is a diversified business-to-business rental company providing modular buildings, electronic test equipment, portable storage and tank containment solutions across the United States and other select North American regions.  The Company’s rental operations consist of four divisions: Mobile Modular rents and sells modular buildings to fulfill customers’ temporary and permanent classroom and office space needs; TRS-RenTelco rents and sells electronic test equipment; Adler Tank Rentals rents and sells containment solutions for hazardous and nonhazardous liquids and solids; and Mobile Modular Portable Storage provides portable storage rental solutions.  For more information on McGrath RentCorp and its operating units, please visit our websites:

Corporate – www.mgrc.com

Modular Buildings – www.mobilemodular.com

Electronic Test Equipment – www.trsrentelco.com

Tanks and Boxes – www.adlertankrentals.com

Portable Storage – www.mobilemodularcontainers.com

School Facilities Manufacturing – www.enviroplex.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 March 29, 2022, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on April 28, 2022 to discuss the first quarter 2022 results.  To participate in the teleconference, dial 1-844-707-0666 (in the U.S.), or 1-703-639-1220 (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 1-855-859-2056 (in the U.S.), or 1-404-537-3406 (outside the U.S.).  The pass code for the conference call replay is 2173168.  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.

FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical facts, regarding McGrath RentCorp’s expectations, strategies, prospects or targets are forward looking statements.  These forward-looking statements also can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plan,” “predict,” “project,” or “will,” or the negative of these terms or other comparable terminology.   In particular, Mr. Hanna’s statements about the robust spending indicating the Company’s improved confidence, the Company’s focus on effective execution to make the most of improved market conditions, as well as the statements regarding the full year 2022 in the “Financial Outlook” section, are forward-looking.

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 including: the duration of the COVID-19 pandemic and its economic impact, the extent and length of the restrictions associated with COVID-19 pandemic, the health of the education and commercial markets in our modular building division; the activity levels in the general purpose and communications test equipment markets at TRS-RenTelco; the ability to obtain the synergies expected from the Design Space and Kitchens To Go acquisitions and the success of integrating such acquisitions; the utilization levels and rental rates of our Adler Tanks liquid and solid containment tank and box rental assets; continued execution of our performance improvement initiatives; our ability to successfully increase prices to offset cost increases; and our ability to effectively manage our rental assets, as well as the factors 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 of the forward-looking statements contained in this press release.

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended March 31,
(in thousands, except per share amounts)	2022			2021
Revenues
Rental	$	104,241		$	86,087
Rental related services		24,317			19,669
Rental operations		128,558			105,756
Sales		15,876			14,611
Other		939			828
Total revenues		145,373			121,195
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment		23,874			21,255
Rental related services		18,143			14,604
Other		27,823			19,707
Total direct costs of rental operations		69,840			55,566
Costs of sales		9,044			8,548
Total costs of revenues		78,884			64,114
Gross profit		66,489			57,081
Selling and administrative expenses		39,127			33,137
Income from operations		27,362			23,944
Other income (expense):
Interest expense		(2,820	)		(1,783	)
Foreign currency exchange gain (loss)		13			(55	)
Income before provision for income taxes		24,555			22,106
Provision for income taxes		5,762			4,708
Net income	$	18,793		$	17,398
Earnings per share:
Basic	$	0.77		$	0.72
Diluted	$	0.77		$	0.71
Shares used in per share calculation:
Basic		24,285			24,153
Diluted		24,534			24,512
Cash dividends declared per share	$	0.455		$	0.435

MCGRATH RENTCORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

			December 31,
(in thousands)			2021
Assets
Cash	1,603		$	1,491
Accounts receivable, net of allowance for credit losses of 2,125 in 2022<br>   and 2021	151,564			159,499
Rental equipment, at cost:
Relocatable modular buildings	1,059,030			1,040,094
Electronic test equipment	378,766			361,391
Liquid and solid containment tanks and boxes	308,790			309,908
	1,746,586			1,711,393
Less: accumulated depreciation	(663,631	)		(646,169	)
Rental equipment, net	1,082,955			1,065,224
Property, plant and equipment, net	138,515			135,325
Prepaid expenses and other assets	50,732			54,945
Intangible assets, net	45,566			47,049
Goodwill	132,305			132,393
Total assets	1,603,240		$	1,595,926
Liabilities and Shareholders' Equity
Liabilities:
Notes payable	423,974		$	426,451
Accounts payable and accrued liabilities	138,690			136,313
Deferred income	63,939			58,716
Deferred income taxes, net	238,749			242,425
Total liabilities	865,352			863,905
Shareholders’ equity:
Common stock, no par value - Authorized 40,000 shares
Issued and outstanding - 24,335 shares as of March 31, 2022 and 24,260 shares as of December 31, 2021	106,765			108,610
Retained earnings	631,174			623,465
Accumulated other comprehensive loss	(51	)		(54	)
Total shareholders’ equity	737,888			732,021
Total liabilities and shareholders’ equity	1,603,240		$	1,595,926

All values are in US Dollars.

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
(in thousands)	2022			2021
Cash Flows from Operating Activities:
Net income	$	18,793		$	17,398
Adjustments to reconcile net income to net cash provided by<br><br><br>operating activities:
Depreciation and amortization		27,584			23,460
Deferred income taxes		(3,676	)		(3,258	)
Provision for doubtful accounts		13			99
Share-based compensation		1,760			1,777
Gain on sale of used rental equipment		(5,364	)		(4,794	)
Foreign currency exchange (gain) loss		(13	)		55
Amortization of debt issuance costs		4			3
Change in:
Accounts receivable		7,922			1,009
Prepaid expenses and other assets		4,213			(94	)
Accounts payable and accrued liabilities		(4,716	)		(2,633	)
Deferred income		5,223			4,587
Net cash provided by operating activities		51,743			37,609
Cash Flows from Investing Activities:
Purchases of rental equipment		(39,430	)		(17,984	)
Purchases of property, plant and equipment		(5,417	)		(981	)
Proceeds from sales of used rental equipment		10,308			10,418
Net cash used in investing activities		(34,539	)		(8,547	)
Cash Flows from Financing Activities:
Net repayment under bank lines of credit		(2,482	)		(13,931	)
Taxes paid related to net share settlement of stock awards		(3,605	)		(3,482	)
Payment of dividends		(11,006	)		(10,554	)
Net cash used in financing activities		(17,093	)		(27,967	)
Effect of foreign currency exchange rate changes on cash		1			(4	)
Net increase in cash		112			1,091
Cash balance, beginning of period		1,491			1,238
Cash balance, end of period	$	1,603		$	2,329
Supplemental Disclosure of Cash Flow Information:
Interest paid, during the period	$	2,137		$	1,625
Net income taxes paid, during the period	$	420		$	372
Dividends accrued during the period, not yet paid	$	11,357		$	9,810
Rental equipment acquisitions, not yet paid	$	12,869		$	11,095
MCGRATH RENTCORP
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BUSINESS SEGMENT DATA (unaudited)
Three months ended March 31, 2022
(dollar amounts in thousands)	Mobile Modular			TRS-RenTelco			Adler Tanks			Enviroplex			Consolidated
Revenues
Rental	$	61,538		$	28,512		$	14,191		$	—		$	104,241
Rental related services		18,361			671			5,285			—			24,317
Rental operations		79,899			29,183			19,476			—			128,558
Sales		10,375			3,927			657			917			15,876
Other		371			381			187			—			939
Total revenues		90,645			33,491			20,320			917			145,373
Costs and Expenses
Direct costs of rental operations:
Depreciation		7,833			12,029			4,012			—			23,874
Rental related services		13,180			580			4,383			—			18,143
Other		20,162			4,692			2,969			—			27,823
Total direct costs of rental operations		41,175			17,301			11,364			—			69,840
Costs of  sales		6,329			1,500			502			713			9,044
Total costs of revenues		47,504			18,801			11,866			713			78,884
Gross Profit
Rental		33,543			11,791			7,210			—			52,544
Rental related services		5,181			91			902			—			6,174
Rental operations		38,724			11,882			8,112			—			58,718
Sales		4,046			2,427			155			204			6,832
Other		371			381			187			—			939
Total gross profit		43,141			14,690			8,454			204			66,489
Selling and administrative expenses		24,692			6,590			6,522			1,323			39,127
Income (loss) from operations	$	18,449		$	8,100		$	1,932		$	(1,119	)	$	27,362
Interest expense														(2,820	)
Foreign currency exchange gain														13
Provision for income taxes														(5,762	)
Net income													$	18,793
Other Information
Adjusted EBITDA ^1^	$	30,405		$	20,653		$	6,707		$	(1,046	)	$	56,719
Average rental equipment ^2^	$	1,006,903		$	366,667		$	308,533
Average monthly total yield ^3^		2.04	%		2.59	%		1.53	%
Average utilization ^4^		77.1	%		64.6	%		48.3	%
Average monthly rental rate ^5^		2.64	%		4.01	%		3.17	%

1.      Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs and share-based compensation.

2.	Average rental equipment represents the cost of rental equipment, excluding accessory equipment.  For Mobile Modular and Adler Tanks, Average rental equipment also excludes new equipment inventory.
3.	Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.
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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.
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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.
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MCGRATH RENTCORP
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BUSINESS SEGMENT DATA (unaudited)
Three months ended March 31, 2021
(dollar amounts in thousands)	Mobile Modular			TRS-RenTelco			Adler Tanks			Enviroplex			Consolidated
Revenues
Rental	$	46,657		$	27,276		$	12,154		$	—		$	86,087
Rental related services		14,051			740			4,878			—			19,669
Rental operations		60,708			28,016			17,032			—			105,756
Sales		7,620			5,149			608			1,234			14,611
Other		320			438			70			—			828
Total revenues		68,648			33,603			17,710			1,234			121,195
Costs and Expenses
Direct costs of rental operations:
Depreciation		5,819			11,362			4,074			—			21,255
Rental related services		10,072			653			3,879			—			14,604
Other		12,875			4,534			2,298			—			19,707
Total direct costs of rental operations		28,766			16,549			10,251			—			55,566
Costs of  sales		4,948			2,301			416			883			8,548
Total costs of revenues		33,714			18,850			10,667			883			64,114
Gross Profit
Rental		27,963			11,380			5,782			—			45,125
Rental related services		3,979			87			999			—			5,065
Rental operations		31,942			11,467			6,781			—			50,190
Sales		2,672			2,848			192			351			6,063
Other		320			438			70			—			828
Total gross profit		34,934			14,753			7,043			351			57,081
Selling and administrative expenses		19,237			6,298			6,267			1,335			33,137
Income (loss) from operations	$	15,697		$	8,455		$	776		$	(984	)		23,944
Interest expense														(1,783	)
Foreign currency exchange loss														(55	)
Provision for income taxes														(4,708	)
Net income													$	17,398
Other Information
Adjusted EBITDA ^1^	$	23,955		$	20,392		$	5,700		$	(921	)	$	49,126
Average rental equipment ^2^	$	836,893		$	334,781		$	313,873
Average monthly total yield ^3^		1.86	%		2.72	%		1.29	%
Average utilization ^4^		75.8	%		68.1	%		40.3	%
Average monthly rental rate ^5^		2.45	%		3.99	%		3.21	%

1.      Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs and share-based compensation.

2.	Average rental equipment represents the cost of rental equipment, excluding accessory equipment.  For Mobile Modular and Adler Tanks, Average rental equipment also excludes new equipment inventory.
3.	Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period.
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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.
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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.
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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 and share-based compensation.  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 the Company’s 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, including share-based compensation, 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.  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 Net Income to Adjusted EBITDA

(dollar amounts in thousands)	Three Months Ended<br><br><br>March 31,						Twelve Months Ended<br><br><br>March 31,
	2022			2021			2022			2021
Net income	$	18,793		$	17,398		$	91,100		$	99,223
Provision for income taxes		5,762			4,708			33,105			28,313
Interest expense		2,820			1,783			11,492			7,918
Depreciation and amortization		27,584			23,460			110,819			94,241
EBITDA		54,959			47,349			246,516			229,695
Share-based compensation		1,760			1,777			7,649			5,603
Adjusted EBITDA ^1^	$	56,719		$	49,126		$	254,165		$	235,298
Adjusted EBITDA margin ^2^		39	%		41	%		40	%		42	%

Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities

(dollar amounts in thousands)	Three Months Ended<br><br><br>March 31,						Twelve Months Ended<br><br><br>March 31,
	2022			2021			2022			2021
Adjusted EBITDA ^1^	$	56,719		$	49,126		$	254,165		$	235,298
Interest paid		(2,137	)		(1,625	)		(10,838	)		(7,816	)
Income taxes paid, net of refunds received		(420	)		(372	)		(9,135	)		(34,912	)
Gain on sale of used rental equipment		(5,364	)		(4,794	)		(26,011	)		(19,335	)
Foreign currency exchange (gain) loss		(13	)		55			142			(459	)
Amortization of debt issuance costs		4			3			16			11
Change in certain assets and liabilities:
Accounts receivable, net		7,935			1,108			(17,119	)		3,626
Prepaid expenses and other assets		4,213			(94	)		(2,509	)		3,350
Accounts payable and other liabilities		(14,870	)		(10,385	)		10,996			4,013
Deferred income		5,223			4,587			9,718			(11,345	)
Net cash provided by operating activities	$	51,290		$	37,609		$	209,425		$	172,431
1.	Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization and share-based compensation.
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2.	Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total revenues for the period.
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FOR INFORMATION CONTACT:	Keith E. Pratt
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	EVP & Chief Financial Officer
	925-606-9200