8-K
MCGRATH RENTCORP (MGRC)
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): October 24, 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 October 24, 2024, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its third quarter ended September 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 October 24, 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: | October 24, 2024 | By: | /s/ Keith E. Pratt |
| Keith E. Pratt<br>Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
Contact
Keith E. Pratt
EVP & Chief Financial Officer
925-606-9200
PRESS RELEASE
FOR RELEASE October 24, 2024
McGrath Announces Results for Third Quarter 2024
Livermore, CA - October 24, 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 September 30, 2024 of $266.8 million, an increase of 10% compared to the third quarter of 2023. The Company reported net income from continuing operations of $149.3 million, or $6.08 per diluted share, for the third quarter of 2024, compared to net income from continuing operations of $40.4 million, or $1.65 per diluted share, for the third quarter of 2023. Excluding the $180.0 million merger termination payment received from WillScot Mobile Mini and $39.4 million in transaction costs incurred during the quarter, net of provision for income taxes, the Company reported net income from continuing operations of $45.9 million, or $1.87 per diluted share.
THIRD QUARTER 2024 YEAR-OVER-YEAR Company HIGHLIGHTS (FROM CONTINUING OPERATIONS):
- Rental revenues increased 1% to $124.2 million.
- Total revenues increased 10% to $266.8 million.
- Payment on merger termination from WillScot Mobile Mini provided for $180.0 million in proceeds received by the Company, partly offset by $39.4 million in transaction costs and an increase in provision for income taxes, resulted in a $103.5 million net income contribution during the quarter, or $4.21 per diluted share.
- Adjusted EBITDA1 increased 13% to $104.0 million.
- Dividend rate of $0.475 per share for the third quarter 2024. On an annualized basis, this dividend represents a 1.8% yield on the October 23, 2024 close price of $106.23 per share.
Joe Hanna, President and CEO of McGrath, made the following comments:
“We were very pleased with our third quarter results. The 10% increase in companywide revenues was driven by higher rental operations and sales revenues.
Our modular business was the highlight for the quarter, with 9% 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 weak, resulting in 11% 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 10% 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 who maintained their focus on disciplined execution throughout the quarter. Looking ahead, I am excited about our multi-year opportunity to increase our customer base, geographic coverage and value-added service offerings in our Modular and Portable Storage businesses."
Division HIGHLIGHTS:
All comparisons presented below are for the quarter ended September 30, 2024 to the quarter ended September 30, 2023 unless otherwise indicated.
Mobile Modular
For the third quarter of 2024, the Company’s Mobile Modular division reported Adjusted EBITDA of $71.4 million, an increase of $13.3 million, or 23%, when compared to the same quarter in 2023.
- Rental revenues increased 9% to $81.5 million, depreciation expense increased 11% to $10.1 million, and other direct costs decreased 3% to $20.5 million, which resulted in an increase in gross profit on rental revenues of 14% to $50.8 million.
- Rental related services revenues increased 23% to $42.4 million, primarily attributable to higher delivery and pick-up activities and higher site related services, with associated gross profit increasing 32% to $15.0 million.
- Sales revenues increased 14% to $66.0 million, primarily from higher new equipment sales. Gross margin on sales was 34% in 2024, compared to 32% in 2023, resulting in a 20% increase in gross profit on sales revenues to $22.4 million. The increase in gross profit on sales was primarily attributed to the higher new sales revenues during the quarter.
- Selling and administrative expenses increased $2.2 million, or 7%, to $34.0 million.
Portable storage
For the third quarter of 2024, the Company’s Portable Storage division reported Adjusted EBITDA of $10.8 million, a decrease of $1.3 million, or 10%, when compared to the same quarter in 2023.
- Rental revenues decreased 11% to $17.0 million, depreciation expense increased 10% to $1.0 million, and other direct costs decreased 38% to $1.3 million, which resulted in a decrease in gross profit on rental revenues of 9% to $14.7 million.
- Rental related services revenues were $4.4 million and gross profit on rental related services revenues was $0.1 million, which was down from $0.3 million in the third quarter of 2023.
- Sales revenues increased $0.3 million to $1.4 million, primarily from higher used equipment sales. Gross margin on sales was 36%, compared to 32% in 2023, resulting in a $0.1 million increase in gross profit on sales revenues to $0.5 million.
- Selling and administrative expenses decreased $1.2 million, or 15%, to $6.8 million during the quarter.
TRS-RenTelco
For the third quarter of 2024, the Company’s TRS-RenTelco division reported Adjusted EBITDA of $18.9 million, a decrease of 10%, when compared to the same quarter in 2023.
- Rental revenues decreased 10% to $25.7 million, depreciation expense decreased 10%, and other direct costs increased 5%, resulting in an 18% decrease in gross profit on rental revenues to $9.4 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 13% to $7.6 million, primarily due to lower used equipment sales. Gross margin on sales was 52%, compared to 35% in 2023, resulting in a 27% increase in gross profit on sales revenues to $3.9 million.
- Selling and administrative expenses decreased 5%, to $6.6 million.
financial outlook:
Based upon the Company's year-to-date results and current outlook for the remainder of the year, for the full-year 2024 the Company expects:
| (Continuing Operations) | ||
|---|---|---|
| • | Total revenue: | $910 to $920 million |
| • | Adjusted EBITDA1, 2: | $345 to $351 million |
| • | Gross rental equipment capital expenditures: | $180 to $190 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, other income, net 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. Adjusted EBITDA from continuing operations for the quarter ended September 30, 2023, excludes the income from discontinued operations from the divestiture of Adler Tanks. The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA.
- 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 September 26, 2024, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on October 24, 2024 to discuss the third 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 1-800-753-9146 (in the U.S.), or 1-402-220-2705 (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.
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, (i) Mr. Hanna’s statements about the Company’s multi-year opportunity to increase its customer base, geographic coverage and value-added service offerings in its Modular and Portable Storage businesses, and (ii) statements regarding the full year 2024 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: health of the education and commercial markets in our modular building division; unforeseen liabilities and integration challenges associated with the Vesta, Brekke
Storage, Dixie Storage and Inland Storage acquisitions; any adverse impact of the termination of the merger with WillScot Mobile Mini; competition within the modular business; the activity levels in the semiconductor and general purpose and communications test equipment markets at TRS-RenTelco; the activity levels in commercial construction projects and impact on Portable Storage segment; continued execution of our strategic 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 other 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 September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Revenues | ||||||||||||
| Rental | $ | 124,203 | $ | 122,686 | $ | 365,708 | $ | 350,773 | ||||
| Rental related services | 47,701 | 40,492 | 111,640 | 101,481 | ||||||||
| Rental operations | 171,904 | 163,178 | 477,349 | 452,254 | ||||||||
| Sales | 92,508 | 77,115 | 181,992 | 148,576 | ||||||||
| Other | 2,346 | 3,213 | 7,855 | 9,424 | ||||||||
| Total revenues | 266,758 | 243,506 | 667,196 | 610,254 | ||||||||
| Costs and Expenses | ||||||||||||
| Direct costs of rental operations: | ||||||||||||
| Depreciation of rental equipment | 21,981 | 22,069 | 66,512 | 66,499 | ||||||||
| Rental related services | 32,439 | 28,532 | 78,215 | 71,625 | ||||||||
| Other | 27,252 | 28,493 | 84,182 | 90,188 | ||||||||
| Total direct costs of rental operations | 81,672 | 79,094 | 228,909 | 228,312 | ||||||||
| Costs of sales | 61,107 | 52,878 | 117,625 | 98,431 | ||||||||
| Total costs of revenues | 142,779 | 131,972 | 346,534 | 326,743 | ||||||||
| Gross profit | 123,979 | 111,534 | 320,661 | 283,511 | ||||||||
| Expenses: | ||||||||||||
| Selling and administrative expenses | 49,297 | 48,508 | 148,764 | 153,032 | ||||||||
| Other income, net | — | (3,559 | ) | (9,281 | ) | (3,559 | ) | |||||
| Income from operations | 74,682 | 66,585 | 181,178 | 134,038 | ||||||||
| Interest expense | 12,641 | 11,025 | 38,383 | 28,434 | ||||||||
| Foreign currency exchange (gain) loss | (216 | ) | 42 | (53 | ) | (166 | ) | |||||
| Gain on merger termination from WillScot Mobile Mini | (180,000 | ) | — | (180,000 | ) | — | ||||||
| WillScot Mobile Mini transaction costs | 39,436 | — | 61,157 | — | ||||||||
| Income from continuing operations before provision for income taxes | 202,821 | 55,518 | 261,691 | 105,770 | ||||||||
| Provision for income taxes from continuing operations | 53,504 | 15,152 | 68,913 | 25,934 | ||||||||
| Income from continuing operations | 149,317 | 40,366 | 192,778 | 79,836 | ||||||||
| 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 | $ | 149,317 | $ | 40,366 | $ | 192,778 | $ | 142,605 | ||||
| Earnings per share from continuing operations: | ||||||||||||
| Basic | $ | 6.08 | $ | 1.65 | $ | 7.86 | $ | 3.26 | ||||
| Diluted | $ | 6.08 | $ | 1.65 | $ | 7.85 | $ | 3.26 | ||||
| Earnings per share from discontinued operations: | ||||||||||||
| Basic | $ | — | $ | — | $ | — | $ | 2.57 | ||||
| Diluted | $ | — | $ | — | $ | — | $ | 2.56 | ||||
| Earnings per share: | ||||||||||||
| Basic | $ | 6.08 | $ | 1.65 | $ | 7.86 | $ | 5.83 | ||||
| Diluted | $ | 6.08 | $ | 1.65 | $ | 7.85 | $ | 5.81 | ||||
| Shares used in per share calculation: | ||||||||||||
| Basic | 24,551 | 24,487 | 24,538 | 24,461 | ||||||||
| Diluted | 24,567 | 24,525 | 24,564 | 24,527 | ||||||||
| Cash dividends declared per share | $ | 0.475 | $ | 0.465 | $ | 1.425 | $ | 1.395 |
MCGRATH RENTCORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, | |||||
|---|---|---|---|---|---|
| (in thousands) | 2023 | ||||
| Assets | |||||
| Cash | 4,056 | $ | 877 | ||
| Accounts receivable, net of allowance for credit losses of 2,866 at September 30, 2024 and 2,801 at December 31, 2023 | 224,529 | 227,368 | |||
| Rental equipment, at cost: | |||||
| Relocatable modular buildings | 1,398,422 | 1,291,093 | |||
| Portable storage containers | 241,620 | 236,123 | |||
| Electronic test equipment | 356,979 | 377,587 | |||
| 1,997,021 | 1,904,803 | ||||
| Less: accumulated depreciation | (605,339 | ) | (575,480 | ) | |
| Rental equipment, net | 1,391,682 | 1,329,323 | |||
| Property, plant and equipment, net | 195,593 | 169,114 | |||
| Inventories | 22,285 | 15,425 | |||
| Prepaid expenses and other assets | 67,376 | 87,364 | |||
| Intangible assets, net | 56,891 | 64,588 | |||
| Goodwill | 323,224 | 323,224 | |||
| Total assets | 2,285,636 | $ | 2,217,283 | ||
| Liabilities and Shareholders' Equity | |||||
| Liabilities: | |||||
| Notes payable | 608,562 | $ | 762,975 | ||
| Accounts payable | 76,240 | 58,760 | |||
| Accrued liabilities | 109,367 | 108,763 | |||
| Deferred income | 123,925 | 111,428 | |||
| Deferred income taxes, net | 273,482 | 241,555 | |||
| Total liabilities | 1,191,576 | 1,283,481 | |||
| Shareholders’ equity: | |||||
| Common stock, no par value - Authorized 40,000 shares | |||||
| Issued and outstanding - 24,551 shares as of September 30, 2024 and 24,496 shares as of December 31, 2023 | 113,989 | 111,122 | |||
| Retained earnings | 980,244 | 822,796 | |||
| Accumulated other comprehensive loss | (173 | ) | (116 | ) | |
| Total shareholders’ equity | 1,094,060 | 933,802 | |||
| Total liabilities and shareholders’ equity | 2,285,636 | $ | 2,217,283 |
All values are in US Dollars.
MCGRATH RENTCORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | ||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||
| Net income | $ | 192,778 | $ | 142,605 | ||||||||||
| Adjustments to reconcile net income to net cash provided by<br> operating activities: | ||||||||||||||
| Depreciation and amortization | 80,824 | 81,842 | ||||||||||||
| Deferred income taxes | 31,927 | (30,018 | ) | |||||||||||
| Provision for credit losses | 1,437 | 1,794 | ||||||||||||
| Share-based compensation | 6,949 | 5,273 | ||||||||||||
| Gain on sale of property, plant and equipment | (9,281 | ) | (3,559 | ) | ||||||||||
| Gain on sale of discontinued operations | — | (61,513 | ) | |||||||||||
| Gain on sale of used rental equipment | (25,185 | ) | (22,964 | ) | ||||||||||
| Foreign currency exchange gain | (53 | ) | (166 | ) | ||||||||||
| Amortization of debt issuance costs | 6 | 6 | ||||||||||||
| Change in: | ||||||||||||||
| Accounts receivable | 1,402 | (27,733 | ) | |||||||||||
| Inventories | (6,860 | ) | (1,988 | ) | ||||||||||
| Prepaid expenses and other assets | 19,988 | (5,402 | ) | |||||||||||
| Accounts payable | 30,562 | 22,513 | ||||||||||||
| Accrued liabilities | 605 | 10,305 | ||||||||||||
| Deferred income | 12,497 | 7,908 | ||||||||||||
| Net cash provided by operating activities | 337,596 | 118,903 | ||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Proceeds from sale of discontinued operations | — | 268,012 | ||||||||||||
| Purchases of rental equipment | (167,269 | ) | (171,322 | ) | ||||||||||
| Purchases of property, plant and equipment | (36,070 | ) | (16,448 | ) | ||||||||||
| Cash paid for acquisition of businesses | — | (458,315 | ) | |||||||||||
| Cash paid for acquisition of business assets | — | (3,474 | ) | |||||||||||
| Proceeds from sales of used rental equipment | 50,270 | 49,405 | ||||||||||||
| Proceeds from sales of property, plant and equipment | 12,251 | 595 | ||||||||||||
| Net cash used in investing activities | (140,818 | ) | (331,547 | ) | ||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Net (payments) borrowings under bank lines of credit | (154,420 | ) | 178,892 | |||||||||||
| Borrowings under term note agreement | — | 75,000 | ||||||||||||
| Taxes paid related to net share settlement of stock awards | (4,082 | ) | (6,100 | ) | ||||||||||
| Payment of dividends | (35,097 | ) | (34,168 | ) | ||||||||||
| Net cash (used in) provided by financing activities | (193,599 | ) | 213,624 | |||||||||||
| Effect of foreign currency exchange rate changes on cash | — | 9 | ||||||||||||
| Net increase in cash | 3,179 | 989 | ||||||||||||
| Cash balance, beginning of period | 877 | 957 | ||||||||||||
| Cash balance, end of period | $ | 4,056 | $ | 1,946 | ||||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||||
| Gain on merger termination, net of transaction costs, presented under net cash provided by operating activities | $ | 118,843 | $ | — | ||||||||||
| Interest paid, during the period | $ | 40,338 | $ | 27,818 | ||||||||||
| Net income taxes (refunded) paid, during the period | $ | (3,826 | ) | $ | 9,547 | |||||||||
| Dividends accrued during the period, not yet paid | $ | 12,241 | $ | 12,014 | ||||||||||
| Rental equipment acquisitions, not yet paid | $ | 3,333 | $ | 5,765 | ||||||||||
| MCGRATH RENTCORP | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| BUSINESS SEGMENT DATA (unaudited) | ||||||||||||||
| Three months ended September 30, 2024 | ||||||||||||||
| (dollar amounts in thousands) | Mobile Modular | Portable Storage | TRS-RenTelco | Enviroplex | Consolidated | |||||||||
| Revenues | ||||||||||||||
| Rental | $ | 81,508 | $ | 17,040 | $ | 25,655 | $ | — | $ | 124,203 | ||||
| Rental related services | 42,396 | 4,405 | 900 | — | 47,701 | |||||||||
| Rental operations | 123,904 | 21,445 | 26,555 | — | 171,904 | |||||||||
| Sales | 65,994 | 1,411 | 7,604 | 17,499 | 92,508 | |||||||||
| Other | 1,509 | 195 | 642 | — | 2,346 | |||||||||
| Total revenues | 191,407 | 23,051 | 34,801 | 17,499 | 266,758 | |||||||||
| Costs and Expenses | ||||||||||||||
| Direct costs of rental operations: | ||||||||||||||
| Depreciation | 10,124 | 1,006 | 10,851 | — | 21,981 | |||||||||
| Rental related services | 27,366 | 4,280 | 793 | — | 32,439 | |||||||||
| Other | 20,549 | 1,327 | 5,376 | — | 27,252 | |||||||||
| Total direct costs of rental operations | 58,039 | 6,613 | 17,020 | — | 81,672 | |||||||||
| Costs of sales | 43,595 | 906 | 3,688 | 12,918 | 61,107 | |||||||||
| Total costs of revenues | 101,634 | 7,519 | 20,708 | 12,918 | 142,779 | |||||||||
| Gross Profit | ||||||||||||||
| Rental | 50,835 | 14,707 | 9,428 | — | 74,970 | |||||||||
| Rental related services | 15,030 | 125 | 107 | — | 15,262 | |||||||||
| Rental operations | 65,865 | 14,832 | 9,535 | — | 90,232 | |||||||||
| Sales | 22,399 | 505 | 3,916 | 4,581 | 31,401 | |||||||||
| Other | 1,509 | 195 | 642 | — | 2,346 | |||||||||
| Total gross profit | 89,773 | 15,532 | 14,093 | 4,581 | 123,979 | |||||||||
| Selling and administrative expenses 6 | 34,028 | 6,790 | 6,627 | 1,851 | 49,296 | |||||||||
| Other income | — | — | — | — | — | |||||||||
| Income from operations | $ | 55,745 | $ | 8,742 | $ | 7,466 | $ | 2,730 | 74,683 | |||||
| Interest expense | (12,641 | ) | ||||||||||||
| Foreign currency exchange gain | 216 | |||||||||||||
| Gain on merger termination from WillScot Mobile Mini | 180,000 | |||||||||||||
| WillScot Mobile Mini transaction costs | (39,436 | ) | ||||||||||||
| Provision for income taxes | (53,504 | ) | ||||||||||||
| Net income | $ | 149,317 | ||||||||||||
| Other Information | ||||||||||||||
| Adjusted EBITDA 1 | $ | 71,420 | $ | 10,796 | $ | 18,945 | $ | 2,822 | $ | 103,983 | ||||
| Average rental equipment 2 | $ | 1,240,950 | $ | 229,231 | $ | 362,431 | ||||||||
| Average monthly total yield 3 | 2.19 | % | 2.48 | % | 2.36 | % | ||||||||
| Average utilization 4 | 77.1 | % | 62.8 | % | 57.3 | % | ||||||||
| Average monthly rental rate 5 | 2.84 | % | 3.94 | % | 4.12 | % |
-
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. -
Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment. -
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period. -
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. -
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. -
During the period ended September 30, 2024, the Company determined that transaction costs incurred by the Company attributed to the terminated Merger Agreement were significant. Due to this determination, the Company has separately reported these transaction costs in the Company's Corporate segment and excluded such costs from Selling and administrative expenses.
| MCGRATH RENTCORP | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BUSINESS SEGMENT DATA (unaudited) | ||||||||||||||
| Three months ended September 30, 2023 | ||||||||||||||
| (dollar amounts in thousands) | Mobile Modular | Portable Storage | TRS-RenTelco | Enviroplex | Consolidated | |||||||||
| Revenues | ||||||||||||||
| Rental | $ | 74,796 | $ | 19,232 | $ | 28,658 | $ | — | $ | 122,686 | ||||
| Rental related services | 34,429 | 5,287 | 776 | — | 40,492 | |||||||||
| Rental operations | 109,225 | 24,519 | 29,434 | — | 163,178 | |||||||||
| Sales | 57,723 | 1,144 | 8,733 | 9,515 | 77,115 | |||||||||
| Other | 1,908 | 363 | 942 | — | 3,213 | |||||||||
| Total revenues | 168,856 | 26,026 | 39,109 | 9,515 | 243,506 | |||||||||
| Costs and Expenses | ||||||||||||||
| Direct costs of rental operations: | ||||||||||||||
| Depreciation | 9,123 | 914 | 12,032 | — | 22,069 | |||||||||
| Rental related services | 23,033 | 4,894 | 605 | — | 28,532 | |||||||||
| Other | 21,222 | 2,131 | 5,140 | — | 28,493 | |||||||||
| Total direct costs of rental operations | 53,378 | 7,939 | 17,777 | — | 79,094 | |||||||||
| Costs of sales | 39,039 | 782 | 5,651 | 7,406 | 52,878 | |||||||||
| Total costs of revenues | 92,417 | 8,721 | 23,428 | 7,406 | 131,972 | |||||||||
| Gross Profit | ||||||||||||||
| Rental | 44,451 | 16,187 | 11,486 | — | 72,124 | |||||||||
| Rental related services | 11,395 | 394 | 171 | — | 11,960 | |||||||||
| Rental operations | 55,846 | 16,581 | 11,657 | — | 84,084 | |||||||||
| Sales | 18,684 | 362 | 3,082 | 2,109 | 24,237 | |||||||||
| Other | 1,908 | 363 | 942 | — | 3,213 | |||||||||
| Total gross profit | 76,438 | 17,306 | 15,681 | 2,109 | 111,534 | |||||||||
| Selling and administrative expenses | 31,813 | 8,019 | 6,999 | 1,677 | 48,508 | |||||||||
| Other income | (2,290 | ) | (450 | ) | (819 | ) | — | (3,559 | ) | |||||
| Income from operations | $ | 46,915 | $ | 9,737 | $ | 9,501 | $ | 432 | 66,585 | |||||
| Interest expense | (11,025 | ) | ||||||||||||
| Foreign currency exchange loss | (42 | ) | ||||||||||||
| Provision for income taxes | (15,152 | ) | ||||||||||||
| Net income | $ | 40,366 | ||||||||||||
| Other Information | ||||||||||||||
| Adjusted EBITDA 1 | $ | 58,166 | $ | 12,047 | $ | 21,039 | $ | 517 | $ | 91,769 | ||||
| Average rental equipment 2 | $ | 1,137,675 | $ | 212,888 | $ | 385,353 | ||||||||
| Average monthly total yield 3 | 2.19 | % | 3.01 | % | 2.46 | % | ||||||||
| Average utilization 4 | 79.9 | % | 76.5 | % | 59.4 | % | ||||||||
| Average monthly rental rate 5 | 2.74 | % | 3.94 | % | 4.17 | % |
-
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. -
Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment. -
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period. -
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. -
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) | ||||||||||||||
| Nine months ended September 30, 2024 | ||||||||||||||
| (dollar amounts in thousands) | Mobile Modular | Portable Storage | TRS-RenTelco | Enviroplex | Consolidated | |||||||||
| Revenues | ||||||||||||||
| Rental | $ | 236,040 | $ | 53,270 | $ | 76,398 | $ | — | $ | 365,708 | ||||
| Rental related services | 95,450 | 13,768 | 2,422 | — | 111,640 | |||||||||
| Rental operations | 331,490 | 67,039 | 78,820 | — | 477,349 | |||||||||
| Sales | 127,251 | 3,889 | 20,261 | 30,591 | 181,992 | |||||||||
| Other | 4,795 | 907 | 2,153 | — | 7,855 | |||||||||
| Total revenues | 463,536 | 71,835 | 101,234 | 30,591 | 667,196 | |||||||||
| Costs and Expenses | ||||||||||||||
| Direct costs of rental operations: | ||||||||||||||
| Depreciation | 29,994 | 2,971 | 33,547 | — | 66,512 | |||||||||
| Rental related services | 62,974 | 13,212 | 2,029 | — | 78,215 | |||||||||
| Other | 64,487 | 4,322 | 15,373 | — | 84,182 | |||||||||
| Total direct costs of rental operations | 157,455 | 20,505 | 50,949 | — | 228,909 | |||||||||
| Costs of sales | 83,180 | 2,390 | 9,346 | 22,709 | 117,625 | |||||||||
| Total costs of revenues | 240,635 | 22,895 | 60,295 | 22,709 | 346,534 | |||||||||
| Gross Profit | ||||||||||||||
| Rental | 141,559 | 45,977 | 27,478 | — | 215,014 | |||||||||
| Rental related services | 32,476 | 556 | 393 | — | 33,425 | |||||||||
| Rental operations | 174,035 | 46,533 | 27,871 | — | 248,439 | |||||||||
| Sales | 44,071 | 1,499 | 10,915 | 7,882 | 64,367 | |||||||||
| Other | 4,795 | 907 | 2,153 | — | 7,855 | |||||||||
| Total gross profit | 222,901 | 48,939 | 40,939 | 7,882 | 320,661 | |||||||||
| Selling and administrative expenses 6 | 100,882 | 22,064 | 20,450 | 5,368 | 148,764 | |||||||||
| Other income | (6,220 | ) | (1,319 | ) | (1,742 | ) | — | (9,281 | ) | |||||
| Income from operations | $ | 128,239 | $ | 28,194 | $ | 22,231 | $ | 2,514 | 181,178 | |||||
| Interest expense | (38,383 | ) | ||||||||||||
| Foreign currency exchange gain | 53 | |||||||||||||
| Gain on merger termination from WillScot Mobile Mini | 180,000 | |||||||||||||
| WillScot Mobile Mini transaction costs | (61,157 | ) | ||||||||||||
| Provision for income taxes | (68,913 | ) | ||||||||||||
| Net income | $ | 192,778 | ||||||||||||
| Other Information | ||||||||||||||
| Adjusted EBITDA 1 | $ | 168,165 | $ | 33,333 | $ | 55,426 | $ | 2,799 | $ | 259,723 | ||||
| Average rental equipment 2 | $ | 1,206,361 | $ | 226,373 | $ | 367,137 | ||||||||
| Average monthly total yield 3 | 2.17 | % | 2.61 | % | 2.31 | % | ||||||||
| Average utilization 4 | 78.0 | % | 66.1 | % | 56.8 | % | ||||||||
| Average monthly rental rate 5 | 2.79 | % | 3.95 | % | 4.07 | % |
-
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. -
Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment. -
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period. -
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. -
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. -
During the period ended September 30, 2024, the Company determined that transaction costs incurred by the Company attributed to the terminated Merger Agreement were significant. Due to this determination, the Company has separately reported these transaction costs in the Company's Corporate segment and excluded such costs from Selling and administrative expenses.
| MCGRATH RENTCORP | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BUSINESS SEGMENT DATA (unaudited) | |||||||||||||||
| Nine months ended September 30, 2023 | |||||||||||||||
| (dollar amounts in thousands) | Mobile Modular | Portable Storage | TRS-RenTelco | Enviroplex | Consolidated | ||||||||||
| Revenues | |||||||||||||||
| Rental | $ | 209,622 | $ | 54,776 | $ | 86,375 | $ | — | $ | 350,773 | |||||
| Rental related services | 83,799 | 15,359 | 2,323 | — | 101,481 | ||||||||||
| Rental operations | 293,421 | 70,135 | 88,698 | — | 452,254 | ||||||||||
| Sales | 112,939 | 2,890 | 21,368 | 11,379 | 148,576 | ||||||||||
| Other | 5,249 | 1,167 | 3,008 | — | 9,424 | ||||||||||
| Total revenues | 411,609 | 74,192 | 113,074 | 11,379 | 610,254 | ||||||||||
| Costs and Expenses | |||||||||||||||
| Direct costs of rental operations: | |||||||||||||||
| Depreciation | 27,196 | 2,570 | 36,733 | — | 66,499 | ||||||||||
| Rental related services | 55,702 | 13,916 | 2,007 | — | 71,625 | ||||||||||
| Other | 68,726 | 5,619 | 15,843 | — | 90,188 | ||||||||||
| Total direct costs of rental operations | 151,624 | 22,105 | 54,583 | — | 228,312 | ||||||||||
| Costs of sales | 76,303 | 1,799 | 11,307 | 9,022 | 98,431 | ||||||||||
| Total costs of revenues | 227,927 | 23,904 | 65,890 | 9,022 | 326,743 | ||||||||||
| Gross Profit | |||||||||||||||
| Rental | 113,700 | 46,587 | 33,799 | — | 194,086 | ||||||||||
| Rental related services | 28,097 | 1,443 | 316 | — | 29,856 | ||||||||||
| Rental operations | 141,797 | 48,030 | 34,115 | — | 223,942 | ||||||||||
| Sales | 36,636 | 1,091 | 10,061 | 2,357 | 50,145 | ||||||||||
| Other | 5,249 | 1,167 | 3,008 | — | 9,424 | ||||||||||
| Total gross profit | 183,682 | 50,288 | 47,184 | 2,357 | 283,511 | ||||||||||
| Selling and administrative expenses | 101,360 | 23,282 | 23,576 | 4,814 | 153,032 | ||||||||||
| Other income | (2,290 | ) | (450 | ) | (819 | ) | — | (3,559 | ) | ||||||
| Income (loss) from operations | $ | 84,612 | $ | 27,456 | $ | 24,427 | $ | (2,457 | ) | 134,038 | |||||
| Interest expense | (28,434 | ) | |||||||||||||
| Foreign currency exchange gain | 166 | ||||||||||||||
| Provision for income taxes | (25,934 | ) | |||||||||||||
| Net income | $ | 79,836 | |||||||||||||
| Other Information | |||||||||||||||
| Adjusted EBITDA 1 | $ | 135,107 | $ | 34,375 | $ | 63,212 | $ | (2,207 | ) | $ | 230,487 | ||||
| Average rental equipment 2 | $ | 1,073,384 | $ | 201,946 | $ | 391,993 | |||||||||
| Average monthly total yield 3 | 2.17 | % | 3.01 | % | 2.43 | % | |||||||||
| Average utilization 4 | 79.7 | % | 78.4 | % | 59.0 | % | |||||||||
| Average monthly rental rate 5 | 2.72 | % | 3.84 | % | 4.15 | % |
-
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. -
Average rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment. -
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment for the period. -
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. -
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>September 30, | Nine Months Ended<br>September 30, | Twelve Months Ended<br>September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Income from continuing operations | $ | 149,317 | $ | 40,366 | $ | 192,778 | $ | 79,836 | $ | 224,799 | $ | 114,828 | ||||||
| Provision for income taxes from continuing operations | 53,502 | 15,152 | 68,913 | 25,934 | 80,586 | 35,624 | ||||||||||||
| Interest expense | 12,642 | 11,025 | 38,383 | 28,434 | 50,509 | 32,607 | ||||||||||||
| Depreciation and amortization | 26,693 | 26,884 | 80,824 | 80,385 | 108,357 | 103,893 | ||||||||||||
| EBITDA | 242,154 | 93,427 | 380,898 | 214,589 | 464,249 | 286,952 | ||||||||||||
| Share-based compensation | 2,393 | 1,891 | 6,949 | 5,155 | 9,951 | 7,658 | ||||||||||||
| Transaction costs 3 | 39,436 | 10 | 61,157 | 14,302 | 62,732 | 18,188 | ||||||||||||
| Other income, net 4 | — | (3,559 | ) | (9,281 | ) | (3,559 | ) | (9,340 | ) | (3,559 | ) | |||||||
| Gain on merger termination from WillScot Mobile Mini 5 | (180,000 | ) | — | (180,000 | ) | — | (180,000 | ) | — | |||||||||
| Adjusted EBITDA 1 | $ | 103,983 | $ | 91,769 | $ | 259,723 | $ | 230,487 | $ | 347,592 | $ | 309,239 | ||||||
| Adjusted EBITDA margin 2 | 39 | % | 39 | % | 38 | % | 38 | % | 39 | % | 39 | % |
Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities
| (dollar amounts in thousands) | Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | Twelve Months Ended<br>September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Adjusted EBITDA 1 | $ | 103,983 | $ | 91,769 | $ | 259,723 | $ | 234,169 | $ | 347,592 | $ | 325,138 | ||||||
| Interest paid | (13,944 | ) | (11,016 | ) | (40,338 | ) | (27,818 | ) | (51,123 | ) | (33,611 | ) | ||||||
| Income taxes paid, net of refunds received | (773 | ) | (2,616 | ) | 3,826 | (9,547 | ) | (78,192 | ) | (12,024 | ) | |||||||
| Gain on sale of used rental equipment | (9,648 | ) | (8,714 | ) | (25,185 | ) | (22,964 | ) | (33,863 | ) | (34,238 | ) | ||||||
| Foreign currency exchange loss | (216 | ) | 42 | (53 | ) | (166 | ) | (197 | ) | (192 | ) | |||||||
| Amortization of debt issuance costs | 2 | 2 | 6 | 6 | 8 | 9 | ||||||||||||
| Change in certain assets and liabilities: | ||||||||||||||||||
| Accounts receivable, net | (7,150 | ) | (26,223 | ) | 2,839 | (25,939 | ) | (6,365 | ) | (26,003 | ) | |||||||
| Prepaid expenses and other assets | 14,171 | 1,114 | 19,988 | (7,390 | ) | (1,948 | ) | (6,561 | ) | |||||||||
| Accounts payable and other liabilities | 123,241 | 4,476 | 104,293 | (29,356 | ) | 119,382 | (30,691 | ) | ||||||||||
| Deferred income | (10,699 | ) | (1,382 | ) | 12,497 | 7,908 | 18,683 | (1,790 | ) | |||||||||
| Net cash provided by operating activities | $ | 198,967 | $ | 47,452 | $ | 337,596 | $ | 118,903 | $ | 313,977 | $ | 180,037 |
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 nine months ended September 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 nine month period ended September 30, 2023 was $3,682.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total revenues for the period.
Transaction costs include acquisition and divestiture related legal and professional fees and other costs specific to these transactions.
Other income, net consists of net gains on property, plant and equipment sales that are infrequent in nature and excluded from Adjusted EBITDA.
The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA.