8-K

MCGRATH RENTCORP (MGRC)

8-K 2024-07-25 For: 2024-07-25
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): July 25, 2024

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 July 25, 2024, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its second quarter ended June 30, 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 July 25, 2024.
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: July 25, 2024 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 July 25, 2024

McGrath Announces Results for Second Quarter 2024

Livermore, CA - July 25, 2024 – 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 June 30, 2024 of $212.6 million, an increase of 5% compared to the second quarter of 2023. The Company reported net income from continuing operations of $20.6 million, or $0.84 per diluted share, for the second quarter of 2024, compared to net income from continuing operations of $28.0 million, or $1.14 per diluted share, for the second quarter of 2023.

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

  • Rental revenues increased 3% to $121.2 million.
  • Total revenues increased 5% to $212.6 million.
  • Selling and administrative expenses increased 31% to $61.4 million primarily due to $12.4 million in transaction costs attributable to the pending merger with WillScot Mobile Mini, which decreased 2024 net income from continuing operations by $0.36 per diluted share.
  • Adjusted EBITDA1 increased 9% to $83.7 million.
  • Dividend rate of $0.475 per share for the second quarter 2024. On an annualized basis, this dividend represents a 1.7% yield on the July 24, 2024 close price of $111.63 per share.

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

“We were pleased with our second quarter results. The 5% increase in companywide revenues was driven by higher rental operations and sales revenues.

Our modular business was the highlight for the quarter, with 10% rental revenue growth. Rental revenues grew across our 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 demand conditions were weaker than a year ago, resulting in 4% lower rental revenues for the quarter, compared to a year ago. The weaker demand was primarily a result of lower commercial construction project activity.

TRS-RenTelco experienced continued demand challenges, resulting in 11% lower rental revenues for the quarter, compared to a year ago. During the quarter we maintained disciplined new equipment capital spending and made progress with reducing the fleet size to better align with demand conditions.

I appreciate the strong commitment from the McGrath employee team as we maintain our independent focus on disciplined execution during the pending WillScot Mobile Mini transaction."

Division HIGHLIGHTS:

All comparisons presented below are for the quarter ended June 30, 2024 to the quarter ended June 30, 2023 unless otherwise indicated.

Mobile Modular

For the second quarter of 2024, the Company’s Mobile Modular division reported Adjusted EBITDA of $53.4 million, an increase of $8.9 million, or 20%, when compared to the same quarter in 2023.

  • Rental revenues increased 10% to $78.0 million, depreciation expense increased 6% to $10.0 million, and other direct costs decreased 9% to $21.3 million, which resulted in an increase in gross profit on rental revenues of 23% to $46.8 million.
  • Rental related services revenues increased 4% to $28.9 million, primarily attributable to higher delivery and pick-up activities and higher site related services, with associated gross profit decreasing 3% to $9.1 million.
  • Sales revenues decreased 6% to $35.9 million, primarily from lower new equipment sales. Gross margin on sales was 38% in 2024, compared to 31% in 2023, resulting in a 17% increase in gross profit on sales revenues to $13.8 million. The increase in gross margin on sales was primarily attributed to a higher mix of used versus new sales during the quarter.
  • Selling and administrative expenses increased $11.2 million to $42.3 million. Included within selling and administrative expenses was $11.3 million higher allocated corporate costs, which included $9.0 million in allocated transaction costs attributed to the pending merger with WillScot Mobile Mini.

Portable storage

For the second quarter of 2024, the Company’s Portable Storage division reported Adjusted EBITDA of $11.0 million, a decrease of $1.3 million, or 11%, when compared to the same quarter in 2023.

  • Rental revenues decreased 4% to $17.8 million, depreciation expense increased 15% to $1.0 million, and other direct costs decreased 10% to $1.5 million, which resulted in a decrease in gross profit on rental revenues of 4% to $15.3 million.
  • Rental related services revenues were $4.6 million and gross profit on rental related services revenues was $0.2 million, which was down from $0.7 million in the second quarter of 2023.
  • Sales revenues increased $0.2 million to $1.3 million, primarily from higher used equipment sales. Gross margin on sales was 43% compared to 38% in 2023, resulting in a $0.1 million increase in gross profit on sales revenues to $0.6 million.
  • Selling and administrative expenses increased $1.7 million to $8.9 million, primarily due to higher allocated corporate expenses, which included $1.4 million in allocated transaction costs attributed to the pending WillScot Mobile Mini merger.

TRS-RenTelco

For the second quarter of 2024, the Company’s TRS-RenTelco division reported Adjusted EBITDA of $18.0 million, a decrease of 16%, when compared to the same quarter in 2023.

  • Rental revenues decreased 11% to $25.3 million, depreciation expense decreased 9%, and other direct costs decreased 6%, resulting in a 16% decrease in gross profit on rental revenues to $9.0 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 decreased 22% to $5.8 million and gross profit on sales revenues decreased 23% to $3.1 million.
  • Selling and administrative expenses increased 19%, to $8.5 million, primarily due to higher allocated corporate expenses, which included $1.9 million in transaction costs attributed to the pending merger with WillScot Mobile Mini.

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 July 1, 2024, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on July 25, 2024 to discuss the second quarter 2024 results. To participate in the teleconference, dial 1-800-245-3047 (in the U.S.), or 1-203-518-9765 (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 1-800-723-0488 (in the U.S.), or 1-402-220-2651 (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

(UNAUDITED)

Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts) 2024 2023 2024 2023
Revenues
Rental $ 121,176 $ 117,840 $ 241,508 $ 228,087
Rental related services 34,358 33,857 63,938 60,989
Rental operations 155,534 151,697 305,446 289,076
Sales 54,414 47,801 89,483 71,461
Other 2,663 3,532 5,509 6,211
Total revenues 212,611 203,030 400,438 366,748
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment 22,165 22,597 44,531 44,430
Rental related services 24,990 23,825 45,776 43,093
Other 27,920 30,560 56,930 61,695
Total direct costs of rental operations 75,075 76,982 147,237 149,218
Costs of sales 34,121 31,438 56,518 45,553
Total costs of revenues 109,196 108,420 203,755 194,771
Gross profit 103,415 94,610 196,683 171,977
Expenses:
Selling and administrative expenses 61,370 47,026 121,188 104,524
Other income, net (9,281 )
Income from operations 42,045 47,584 84,776 67,453
Interest expense 13,037 9,945 25,741 17,409
Foreign currency exchange loss (gain) 31 18 163 (208 )
Income from continuing operations before provision for income taxes 28,977 37,621 58,872 50,252
Provision for income taxes from continuing operations 8,359 9,669 15,406 10,782
Income from continuing operations 20,618 27,952 43,466 39,470
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 2,630 61,513
Income from discontinued operations 2,630 62,769
Net income $ 20,618 $ 30,582 $ 43,466 $ 102,239
Earnings per share from continuing operations:
Basic $ 0.84 $ 1.14 $ 1.77 $ 1.61
Diluted $ 0.84 $ 1.14 $ 1.77 $ 1.61
Earnings per share from discontinued operations:
Basic $ $ 0.11 $ $ 2.57
Diluted $ $ 0.11 $ $ 2.56
Earnings per share:
Basic $ 0.84 $ 1.25 $ 1.77 $ 4.18
Diluted $ 0.84 $ 1.25 $ 1.77 $ 4.17
Shares used in per share calculation:
Basic 24,549 24,479 24,531 24,448
Diluted 24,560 24,512 24,562 24,527
Cash dividends declared per share $ 0.475 $ 0.465 $ 0.950 $ 0.930

MCGRATH RENTCORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

December 31,
(in thousands) 2023
Assets
Cash 9,396 $ 877
Accounts receivable, net of allowance for credit losses of 2,866 at June 30, 2024 and 2,801 at December 31, 2023 217,379 227,368
Rental equipment, at cost:
Relocatable modular buildings 1,398,475 1,291,093
Portable storage containers 242,107 236,123
Electronic test equipment 368,324 377,587
2,008,906 1,904,803
Less: accumulated depreciation (601,584 ) (575,480 )
Rental equipment, net 1,407,322 1,329,323
Property, plant and equipment, net 191,801 169,114
Inventories 28,213 15,425
Prepaid expenses and other assets 81,547 87,364
Intangible assets, net 59,453 64,588
Goodwill 323,224 323,224
Total assets 2,318,335 $ 2,217,283
Liabilities and Shareholders' Equity
Liabilities:
Notes payable 794,271 $ 762,975
Accounts payable 73,132 58,760
Accrued liabilities 108,928 108,763
Deferred income 134,624 111,428
Deferred income taxes, net 253,147 241,555
Total liabilities 1,364,102 1,283,481
Shareholders’ equity:
Common stock, no par value - Authorized 40,000 shares
Issued and outstanding - 24,550 shares as of June 30, 2024 and 24,496 shares as of December 31, 2023 111,596 111,122
Retained earnings 842,675 822,796
Accumulated other comprehensive loss (38 ) (116 )
Total shareholders’ equity 954,233 933,802
Total liabilities and shareholders’ equity 2,318,335 $ 2,217,283

All values are in US Dollars.

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended June 30,
(in thousands) 2024 2023
Cash Flows from Operating Activities:
Net income $ 43,466 $ 102,239
Adjustments to reconcile net income to net cash provided by<br>   operating activities:
Depreciation and amortization 54,131 54,958
Deferred income taxes 11,592 (39,486 )
Provision for credit losses 873 1,400
Share-based compensation 4,556 3,382
Gain on sale of property, plant and equipment (9,281 )
Gain on sale of discontinued operations (61,513 )
Gain on sale of used rental equipment (15,537 ) (14,250 )
Foreign currency exchange loss (gain) 163 (208 )
Amortization of debt issuance costs 4 4
Change in:
Accounts receivable 9,116 (1,116 )
Inventories (12,788 ) (6,594 )
Prepaid expenses and other assets 5,817 (1,910 )
Accounts payable 23,155 19,209
Accrued liabilities 166 6,046
Deferred income 23,196 9,290
Net cash provided by operating activities 138,629 71,451
Cash Flows from Investing Activities:
Proceeds from sale of discontinued operations 268,012
Purchases of rental equipment (145,345 ) (128,088 )
Purchases of property, plant and equipment (30,125 ) (11,229 )
Cash paid for acquisition of businesses (456,312 )
Proceeds from sales of used rental equipment 29,334 27,410
Proceeds from sales of property, plant and equipment 12,251
Net cash used in investing activities (133,885 ) (300,207 )
Cash Flows from Financing Activities:
Net (payments) borrowings under bank lines of credit (43,708 ) 258,885
Borrowings under term note agreement 75,000
Taxes paid related to net share settlement of stock awards (4,082 ) (6,100 )
Payment of dividends (23,435 ) (22,782 )
Net cash provided by financing activities 3,775 230,003
Effect of foreign currency exchange rate changes on cash 1
Net increase in cash 8,519 1,248
Cash balance, beginning of period 877 957
Cash balance, end of period $ 9,396 $ 2,205
Supplemental Disclosure of Cash Flow Information:
Interest paid, during the period $ 26,394 $ 16,802
Net income taxes (refunded) paid, during the period $ (4,599 ) $ 6,931
Dividends accrued during the period, not yet paid $ 12,150 $ 11,937
Rental equipment acquisitions, not yet paid $ 7,634 $ 7,612
MCGRATH RENTCORP
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BUSINESS SEGMENT DATA (unaudited)
Three months ended June 30, 2024
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Consolidated
Revenues
Rental $ 78,039 $ 17,823 $ 25,314 $ $ 121,176
Rental related services 28,920 4,640 798 34,358
Rental operations 106,959 22,463 26,112 155,534
Sales 35,930 1,266 5,845 11,373 54,414
Other 1,657 293 713 2,663
Total revenues 144,546 24,022 32,670 11,373 212,611
Costs and Expenses
Direct costs of rental operations:
Depreciation 9,995 1,001 11,169 22,165
Rental related services 19,828 4,476 686 24,990
Other 21,265 1,527 5,128 27,920
Total direct costs of rental operations 51,088 7,004 16,983 75,075
Costs of sales 22,172 716 2,716 8,517 34,121
Total costs of revenues 73,260 7,720 19,699 8,517 109,196
Gross Profit
Rental 46,779 15,295 9,017 71,091
Rental related services 9,092 164 112 9,368
Rental operations 55,871 15,459 9,129 80,459
Sales 13,758 550 3,129 2,856 20,293
Other 1,657 293 713 2,663
Total gross profit 71,286 16,302 12,971 2,856 103,415
Selling and administrative expenses 42,267 8,874 8,515 1,714 61,370
Income from operations $ 29,019 $ 7,428 $ 4,456 $ 1,142 42,045
Interest expense (13,037 )
Foreign currency exchange loss (31 )
Provision for income taxes (8,359 )
Net income $ 20,618
Other Information
Adjusted EBITDA 1 $ 53,418 $ 11,015 $ 18,001 $ 1,238 $ 83,672
Average rental equipment 2 $ 1,203,415 $ 226,754 $ 367,322
Average monthly total yield 3 2.16 % 2.62 % 2.28 %
Average utilization 4 78.4 % 66.1 % 56.5 %
Average monthly rental rate 5 2.76 % 3.96 % 4.07 %
  1.  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 other income, net.
    
  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 June 30, 2023
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Consolidated
Revenues
Rental $ 70,770 $ 18,487 $ 28,583 $ $ 117,840
Rental related services 27,836 5,354 667 33,857
Rental operations 98,606 23,841 29,250 151,697
Sales 38,248 1,109 7,521 923 47,801
Other 1,983 475 1,074 3,532
Total revenues 138,838 25,424 37,845 923 203,030
Costs and Expenses
Direct costs of rental operations:
Depreciation 9,415 870 12,312 22,597
Rental related services 18,443 4,641 741 23,825
Other 23,377 1,705 5,478 30,560
Total direct costs of rental operations 51,236 7,215 18,531 76,982
Costs of sales 26,517 690 3,431 800 31,438
Total costs of revenues 77,753 7,905 21,962 800 108,420
Gross Profit
Rental 37,977 15,913 10,793 64,683
Rental related services 9,393 713 (74 ) 10,032
Rental operations 47,370 16,626 10,719 74,715
Sales 11,731 419 4,090 123 16,363
Other 1,983 475 1,074 3,532
Total gross profit 61,084 17,520 15,883 123 94,610
Selling and administrative expenses 31,092 7,204 7,126 1,604 47,026
Income (loss) from operations $ 29,993 $ 10,315 $ 8,757 $ (1,481 ) 47,584
Interest expense (9,945 )
Foreign currency exchange loss (18 )
Provision for income taxes (9,669 )
Net income $ 27,952
Other Information
Adjusted EBITDA 1 $ 44,516 $ 12,308 $ 21,538 $ (1,394 ) $ 76,968
Average rental equipment 2 $ 1,117,141 $ 204,627 $ 393,891
Average monthly total yield 3 2.11 % 3.01 % 2.40 %
Average utilization 4 79.3 % 78.2 % 58.2 %
Average monthly rental rate 5 2.66 % 3.85 % 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, transaction costs and other income, net.
    
  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)
Six months ended June 30, 2024
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Consolidated
Revenues
Rental $ 154,535 $ 36,230 $ 50,743 $ $ 241,508
Rental related services 53,053 9,363 1,522 63,938
Rental operations 207,588 45,593 52,265 305,446
Sales 61,256 2,478 12,657 13,092 89,483
Other 3,287 711 1,511 5,509
Total revenues 272,131 48,782 66,433 13,092 400,438
Costs and Expenses
Direct costs of rental operations:
Depreciation 19,870 1,965 22,696 44,531
Rental related services 35,608 8,932 1,236 45,776
Other 43,938 2,995 9,997 56,930
Total direct costs of rental operations 99,416 13,892 33,929 147,237
Costs of sales 39,584 1,484 5,658 9,791 56,517
Total costs of revenues 139,000 15,377 39,587 9,791 203,755
Gross Profit
Rental 90,727 31,270 18,050 140,047
Rental related services 17,445 431 286 18,162
Rental operations 108,172 31,701 18,336 158,209
Sales 21,672 993 6,999 3,301 32,965
Other 3,287 711 1,511 5,509
Total gross profit 133,131 33,405 26,846 3,301 196,683
Selling and administrative expenses 82,354 17,885 17,433 3,517 121,189
Other income, net (6,220 ) (1,319 ) (1,742 ) (9,281 )
Income (loss) from operations $ 56,999 $ 16,840 $ 11,155 $ (216 ) 84,778
Interest expense (25,741 )
Foreign currency exchange loss (163 )
Provision for income taxes (15,406 )
Net income $ 43,468
Other Information
Adjusted EBITDA 1 $ 96,745 $ 22,538 $ 36,481 $ (24 ) $ 155,740
Average rental equipment 2 $ 1,188,828 $ 225,025 $ 369,756
Average monthly total yield 3 2.17 % 2.68 % 2.27 %
Average utilization 4 78.6 % 67.8 % 56.4 %
Average monthly rental rate 5 2.76 % 3.96 % 4.05 %
  1.  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 other income, net.
    
  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)
Six months ended June 30, 2023
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Adler Tanks (Discontinued) Consolidated
Revenues
Rental $ 134,826 $ 35,544 $ 57,717 $ $ 6,520 $ 234,607
Rental related services 49,370 10,072 1,547 2,584 63,573
Rental operations 184,196 45,616 59,264 9,104 298,180
Sales 55,215 1,747 12,635 1,864 269 71,730
Other 3,342 803 2,066 65 6,276
Total revenues 242,753 48,166 73,965 1,864 9,438 376,186
Costs and Expenses
Direct costs of rental operations:
Depreciation 18,072 1,657 24,701 1,325 45,755
Rental related services 32,669 9,022 1,402 2,020 45,113
Other 47,504 3,487 10,703 1,270 62,965
Total direct costs of rental operations 98,246 14,166 36,806 4,614 153,832
Costs of sales 37,263 1,018 5,656 1,616 159 45,712
Total costs of revenues 135,509 15,184 42,462 1,616 4,773 199,544
Gross Profit
Rental 69,249 30,400 22,313 3,926 125,888
Rental related services 16,701 1,050 145 564 18,460
Rental operations 85,950 31,450 22,458 4,490 144,348
Sales 17,952 729 6,979 248 110 26,018
Other 3,342 803 2,066 65 6,276
Total gross profit 107,244 32,982 31,503 248 4,665 176,642
Selling and administrative expenses 69,548 15,262 16,577 3,137 2,582 107,106
Income (loss) from operations $ 37,696 $ 17,720 $ 14,926 $ (2,889 ) $ 2,083 69,536
Interest expense (17,783 )
Foreign currency exchange gain 208
Provision for income taxes (11,235 )
Net income $ 40,726
Other Information
Adjusted EBITDA 1 $ 76,941 $ 22,328 $ 42,173 $ (2,724 ) $ 3,682 $ 142,400
Average rental equipment 2 $ 1,044,711 $ 196,577 $ 395,049
Average monthly total yield 3 2.15 % 3.01 % 2.42 %
Average utilization 4 79.4 % 79.4 % 58.7 %
Average monthly rental rate 5 2.71 % 3.80 % 4.15 %
  1.  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 other income, net.
    
  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 and gains on property sales. 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 and gains on property sales 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 and gains on property sales. 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>June 30, Six Months Ended<br>June 30, Twelve Months Ended<br>June 30,
2024 2023 2024 2023 2024 2023
Income from continuing operations $ 20,618 $ 27,952 $ 43,466 $ 39,470 $ 115,848 $ 101,577
Provision for income taxes from continuing operations 8,359 9,669 15,406 10,782 42,234 29,654
Interest expense 13,037 9,945 25,741 17,409 48,892 24,937
Depreciation and amortization 26,944 27,368 54,131 53,501 108,548 100,650
EBITDA 68,958 74,934 138,744 121,162 315,522 256,818
Share-based compensation 2,347 1,889 4,556 3,264 9,449 7,228
Transaction costs 3 12,367 145 21,721 14,292 23,306 18,345
Other income, net 4 (9,281 ) (12,899 )
Adjusted EBITDA 1 $ 83,672 $ 76,968 $ 155,740 $ 138,718 $ 335,378 $ 282,391
Adjusted EBITDA margin 2 39 % 38 % 38 % 38 % 38 % 39 %

Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities

(dollar amounts in thousands) Three Months Ended<br>June 30, Six Months Ended<br>June 30, Twelve Months Ended<br>June 30,
2024 2023 2024 2023 2024 2023
Adjusted EBITDA 1 $ 83,672 $ 76,968 $ 155,740 $ 142,400 $ 335,378 $ 308,256
Interest paid (12,210 ) (8,985 ) (26,394 ) (16,802 ) (48,195 ) (25,756 )
Income taxes paid, net of refunds received 5,078 (6,518 ) 4,599 (6,931 ) (80,035 ) (17,215 )
Gain on sale of used rental equipment (8,182 ) (11,161 ) (15,537 ) (14,250 ) (32,929 ) (36,136 )
Foreign currency exchange loss 31 18 163 (208 ) 61 2
Amortization of debt issuance costs 2 2 4 4 8 11
Change in certain assets and liabilities:
Accounts receivable, net (5,429 ) (16,669 ) 9,989 284 (25,438 ) (22,410 )
Prepaid expenses and other assets 519 (1,159 ) 5,817 (8,504 ) (15,005 ) (14,133 )
Accounts payable and other liabilities 3,800 (2,828 ) (18,948 ) (33,832 ) (2,942 ) (22,935 )
Deferred income 11,928 6,072 23,196 9,290 28,000 14,156
Net cash provided by operating activities $ 79,209 $ 35,740 $ 138,629 $ 71,451 $ 158,903 $ 183,840
  1. 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 other income, net. Adjusted EBITDA for the six months ended June 30, 2023, excludes the gain on sale of discontinued operations from the divestiture of Adler Tanks. Total Adjusted EBITDA attributed to discontinued operations for the six month period ended June 30, 2023 was $3,682.

  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.