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): April 24, 2025 |
|---|
McGRATH RENTCORP
(Exact name of Registrant as Specified in Its Charter)
| California | 000-13292 | 94-2579843 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 5700 Las Positas Road | ||
| Livermore, California | 94551-7800 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (925) 606-9200 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | MGRC | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 24, 2025, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its first quarter ended March 31, 2025. 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 24, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| McGRATH RENTCORP | |||
|---|---|---|---|
| Date: | April 24, 2025 | 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 April 24, 2025
McGrath Announces Results for First Quarter 2025
Livermore, CA - April 24, 2025 – McGrath RentCorp (“McGrath” or the “Company”) (Nasdaq: MGRC), a leading business-to-business rental company in North America, today announced total revenues for the quarter ended March 31, 2025 of $195.4 million, an increase of 4% compared to the first quarter of 2024. The Company reported net income of $28.2 million, or $1.15 per diluted share, for the first quarter of 2025, compared to net income of $22.8 million, or $0.93 per diluted share, for the first quarter of 2024.
FIRST QUARTER 2025 YEAR-OVER-YEAR Company HIGHLIGHTS:
- Rental operations revenues increased 3% to $154.0 million.
- Sales revenues increased 11% to $38.9 million.
- Total revenues increased 4% to $195.4 million.
- Income from operations was $45.6 million for the first quarter of 2025, compared to $52.1 million in 2024, which included a $9.3 million net gain on sale of a property. Excluding the $9.3 million net gain on sale of a property in 2024, income from operations increased $2.8 million (6%) from $42.8 million in 2024.
- Adjusted EBITDA1 increased 3% to $74.5 million.
- Dividend rate of $0.485 per share for the first quarter 2025. On an annualized basis, this dividend represents a 1.9% yield on the April 23, 2025 close price of $102.42 per share.
Joe Hanna, President and CEO of McGrath, made the following comments:
“We delivered solid first quarter results. Companywide rental operations revenues grew 3%, sales revenues grew 11% and Adjusted EBITDA grew 3%
Our modular business was a key contributor to the overall company performance. Despite softer market demand conditions than a year ago, rental revenues showed growth across both our commercial and education customer bases. We made progress growing our Mobile Modular Plus and Site Related Services initiatives, and our Enviroplex business had a strong quarter of new modular sales in the education market.
Weak demand conditions in Portable Storage continued, resulting in 13% 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 had a positive start to the year, with quarterly rental revenues up slightly year over year for the first time since the first quarter of 2023. Improvement in market demand conditions was broad-based across customer segments.
Currently it is difficult to accurately assess the full impact of the recent tariff actions on the overall economy and our business. In light of the general economic uncertainty, we have a more cautious view of our business outlook for the second half of the year. In the meantime, we are focused on disciplined operational execution to make the most of the market opportunities.”
Division HIGHLIGHTS:
All comparisons presented below are for the quarter ended March 31, 2025 to the quarter ended March 31, 2024 unless otherwise indicated.
Mobile Modular
For the first quarter of 2025, the Company’s Mobile Modular division reported Adjusted EBITDA of $47.6 million, an increase of $4.3 million, or 10%, when compared to the same quarter in 2024.
- Rental revenues increased 3% to $78.5 million, depreciation expense increased 7% to $10.6 million, and other direct costs decreased 8% to $20.8 million, which resulted in an increase in gross profit on rental revenues of 7% to $47.1 million.
- Rental related services revenues increased 22% to $29.5 million, primarily attributable to higher delivery and pick-up activities and higher site related services, with associated gross profit increasing 17% to $9.7 million.
- Sales revenues decreased 11% to $22.5 million, due to lower new and used equipment sales. Lower sales revenues, partly offset by higher gross margin on sales of 32% in 2025, compared to 31% in 2024, resulted in a 10% decrease in gross profit on sales revenues to $7.1 million.
- Selling and administrative expenses increased 1% to $34.0 million, when compared to the prior year.
Portable storage
For the first quarter of 2025, the Company’s Portable Storage division reported Adjusted EBITDA of $8.6 million, a decrease of $2.9 million, or 25%, when compared to the same quarter in 2024.
- Rental revenues decreased 13% to $16.1 million, depreciation expense increased 7% to $1.0 million, and other direct costs increased 4% to $1.5 million, which resulted in a decrease in gross profit on rental revenues of 15% to $13.5 million.
- Rental related services revenues decreased 23% to $3.6 million, primarily attributable to lower delivery and return delivery activities.
- Sales revenues were comparable to 2024 at $1.2 million. Gross margin on sales was 33% compared to 37% in 2024, resulting in a 7% decrease in gross profit on sales revenues to $0.4 million.
- Selling and administrative expenses decreased $0.3 million to $7.6 million, when compared to the prior year.
TRS-RenTelco
For the first quarter of 2025, the Company’s TRS-RenTelco division reported Adjusted EBITDA of $17.9 million, a decrease of 3%, when compared to the same quarter in 2024.
- Rental revenues were comparable to 2024 at $25.5 million, depreciation expense decreased 14%, and other direct costs increased 9%, resulting in a 14% increase in gross profit on rental revenues to $10.3 million.
- Sales revenues increased 17% to $8.0 million and gross profit on sales revenues decreased 4% to $3.7 million, primarily attributed to lower sales margins of 47% in 2025, compared to 57% in 2024.
- Selling and administrative expenses increased 3%, to $7.4 million, when compared to the prior year.
financial outlook:
Based upon the Company's year-to-date results and current outlook for the remainder of the year, the Company is updating its financial outlook. For the full-year 2025, the Company currently expects:
| Previous | Current | ||
|---|---|---|---|
| • | Total revenue: | $920 to $970 million | $920 to $960 million |
| • | Adjusted EBITDA1, 2: | $345 to $360 million | $343 to $355 million |
| • | Gross rental equipment capital expenditures: | $120 to $130 million | $115 to $125 million |
- Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs and non-operating transactions. A reconciliation of actual net income to Adjusted EBITDA and Adjusted EBITDA to net cash provided by operating activities can be found at the end of this release.
- Information reconciling forward-looking Adjusted EBITDA to the comparable GAAP financial measures is unavailable to the Company without unreasonable effort because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as the provision for income taxes. Therefore, no reconciliation to the most comparable GAAP measures is provided. The Company provides Adjusted EBITDA guidance because it believes that Adjusted EBITDA, when viewed with the Company’s results under GAAP, provides useful information for the reasons noted in the reconciliation of actual Adjusted EBITDA to the most directly comparable GAAP measures at the end of this release.
ABOUT MCGRATH:
McGrath RentCorp (Nasdaq: MGRC) is a leading business-to-business rental company in North America with a strong record of profitable business growth. Founded in 1979, McGrath’s operations are centered on modular solutions through its Mobile Modular and Mobile Modular Portable Storage businesses. In addition, its TRS-RenTelco business offers electronic test equipment rental solutions. The Company’s rental product offerings and services are part of the circular supply economy, helping customers work more efficiently, and sustainably manage their environmental footprint. With over 40 years of experience, McGrath’s success is driven by a focus on exceptional customer experiences. This focus has underpinned the Company’s long-term financial success and supported over 30 consecutive years of annual dividend increases to shareholders, a rare distinction among publicly listed companies.
McGrath is headquartered in Livermore, California. Additional information about McGrath and its businesses is available at mgrc.com and investors.mgrc.com.
You should read this press release in conjunction with the financial statements and notes thereto included in the Company’s latest Forms 10-K, 10-Q and other SEC filings. You can visit the Company’s web site at www.mgrc.com to access information on McGrath RentCorp, including the latest Forms 10-K, 10-Q and other SEC filings.
Conference Call Note:
As previously announced in its press release of March 27, 2025, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on April 24, 2025 to discuss the first quarter 2025 results. To participate in the teleconference, dial 1-800-225-9448 (in the U.S.), or 1-203-518-9708 (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 1-800-839-5324 (in the U.S.), or 1-402-220-1521 (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, the discussion under the heading “Financial Outlook” is 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 impact of the recent tariff actions and other economic factors; health of the education and commercial markets in our modular building division; 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 2024 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) | 2025 | 2024 | ||||
| Revenues | ||||||
| Rental | $ | 120,113 | $ | 120,332 | ||
| Rental related services | 33,916 | 29,580 | ||||
| Rental operations | 154,029 | 149,912 | ||||
| Sales | 38,926 | 35,069 | ||||
| Other | 2,461 | 2,846 | ||||
| Total revenues | 195,416 | 187,827 | ||||
| Costs and Expenses | ||||||
| Direct costs of rental operations: | ||||||
| Depreciation of rental equipment | 21,505 | 22,366 | ||||
| Rental related services | 24,313 | 20,786 | ||||
| Other | 27,652 | 29,010 | ||||
| Total direct costs of rental operations | 73,470 | 72,162 | ||||
| Costs of sales | 25,510 | 22,397 | ||||
| Total costs of revenues | 98,980 | 94,559 | ||||
| Gross profit | 96,436 | 93,268 | ||||
| Expenses: | ||||||
| Selling and administrative expenses | 50,869 | 50,464 | ||||
| Other income, net | — | (9,281 | ) | |||
| Income from operations | 45,567 | 52,085 | ||||
| Interest expense | 8,158 | 12,704 | ||||
| Foreign currency exchange (gain) loss | (5 | ) | 132 | |||
| WillScot Mobile Mini transaction costs | — | 9,354 | ||||
| Income before provision for income taxes | 37,414 | 29,895 | ||||
| Provision for income taxes | 9,205 | 7,047 | ||||
| Net income | 28,209 | 22,848 | ||||
| Earnings per share: | ||||||
| Basic | $ | 1.15 | $ | 0.93 | ||
| Diluted | $ | 1.15 | $ | 0.93 | ||
| Shares used in per share calculation: | ||||||
| Basic | 24,572 | 24,513 | ||||
| Diluted | 24,622 | 24,564 | ||||
| Cash dividends declared per share | $ | 0.485 | $ | 0.475 |
MCGRATH RENTCORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, | |||||
|---|---|---|---|---|---|
| (in thousands) | 2024 | ||||
| Assets | |||||
| Cash | 3,392 | $ | 807 | ||
| Accounts receivable, net of allowance for credit losses of 2,866 at March 31, 2025 and at December 31, 2024 | 208,882 | 219,342 | |||
| Rental equipment, at cost: | |||||
| Relocatable modular buildings | 1,414,535 | 1,414,367 | |||
| Portable storage containers | 240,348 | 240,846 | |||
| Electronic test equipment | 334,110 | 343,982 | |||
| 1,988,993 | 1,999,195 | ||||
| Less: accumulated depreciation | (619,690 | ) | (611,536 | ) | |
| Rental equipment, net | 1,369,303 | 1,387,659 | |||
| Property, plant and equipment, net | 199,096 | 197,439 | |||
| Inventories | 17,114 | 14,304 | |||
| Prepaid expenses and other assets | 69,503 | 80,477 | |||
| Intangible assets, net | 51,773 | 54,332 | |||
| Goodwill | 323,224 | 323,224 | |||
| Total assets | 2,242,287 | $ | 2,277,584 | ||
| Liabilities and Shareholders' Equity | |||||
| Liabilities: | |||||
| Notes payable | 559,338 | $ | 590,208 | ||
| Accounts payable | 43,023 | 60,082 | |||
| Accrued liabilities | 104,463 | 113,961 | |||
| Deferred income | 116,910 | 109,836 | |||
| Deferred income taxes, net | 282,142 | 280,129 | |||
| Total liabilities | 1,105,876 | 1,154,216 | |||
| Shareholders’ equity: | |||||
| Common stock, no par value - Authorized 40,000 shares | |||||
| Issued and outstanding - 24,606 shares as of March 31, 2025 and 24,551 shares as of December 31, 2024 | 113,181 | 116,253 | |||
| Retained earnings | 1,023,230 | 1,007,115 | |||
| Total shareholders’ equity | 1,136,411 | 1,123,368 | |||
| Total liabilities and shareholders’ equity | 2,242,287 | $ | 2,277,584 |
All values are in US Dollars.
MCGRATH RENTCORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||
| Net income | $ | 28,209 | $ | 22,848 | ||||||||||
| Adjustments to reconcile net income to net cash provided by<br> operating activities: | ||||||||||||||
| Depreciation and amortization | 26,400 | 27,187 | ||||||||||||
| Deferred income taxes | 2,013 | 4,709 | ||||||||||||
| Provision for credit losses | 361 | 253 | ||||||||||||
| Share-based compensation | 2,544 | 2,209 | ||||||||||||
| Gain on sale of property, plant and equipment | — | (9,281 | ) | |||||||||||
| Gain on sale of used rental equipment | (6,393 | ) | (7,355 | ) | ||||||||||
| Foreign currency exchange (gain) loss | (5 | ) | 132 | |||||||||||
| Amortization of debt issuance costs | 23 | 2 | ||||||||||||
| Change in: | ||||||||||||||
| Accounts receivable | 10,099 | 15,165 | ||||||||||||
| Inventories | (2,810 | ) | (9,123 | ) | ||||||||||
| Prepaid expenses and other assets | 10,974 | 5,298 | ||||||||||||
| Accounts payable | (15,109 | ) | 9,145 | |||||||||||
| Accrued liabilities | (9,498 | ) | (13,037 | ) | ||||||||||
| Deferred income | 7,074 | 11,268 | ||||||||||||
| Net cash provided by operating activities | 53,882 | 59,420 | ||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Purchases of rental equipment | (11,533 | ) | (78,641 | ) | ||||||||||
| Purchases of property, plant and equipment | (3,992 | ) | (25,277 | ) | ||||||||||
| Proceeds from sales of used rental equipment | 12,822 | 13,554 | ||||||||||||
| Proceeds from sales of property, plant and equipment | — | 12,251 | ||||||||||||
| Net cash used in investing activities | (2,703 | ) | (78,113 | ) | ||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Net (payments) borrowings under bank lines of credit | (30,894 | ) | 35,584 | |||||||||||
| Taxes paid related to net share settlement of stock awards | (5,616 | ) | (4,082 | ) | ||||||||||
| Payment of dividends | (12,084 | ) | (11,774 | ) | ||||||||||
| Net cash (used in) provided by financing activities | (48,594 | ) | 19,728 | |||||||||||
| Net increase in cash | 2,585 | 1,035 | ||||||||||||
| Cash balance, beginning of period | 807 | 877 | ||||||||||||
| Cash balance, end of period | $ | 3,392 | $ | 1,912 | ||||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||||
| Interest paid, during the period | $ | 9,145 | $ | 14,184 | ||||||||||
| Net income taxes paid, during the period | $ | 24 | $ | 479 | ||||||||||
| Dividends accrued during the period, not yet paid | $ | 12,471 | $ | 12,060 | ||||||||||
| Rental equipment acquisitions, not yet paid | $ | 3,439 | $ | 5,795 | ||||||||||
| MCGRATH RENTCORP | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| BUSINESS SEGMENT DATA (unaudited) | ||||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||
| (dollar amounts in thousands) | Mobile Modular | Portable Storage | TRS-RenTelco | Enviroplex | Consolidated | |||||||||
| Revenues | ||||||||||||||
| Rental | $ | 78,496 | $ | 16,074 | $ | 25,543 | $ | — | $ | 120,113 | ||||
| Rental related services | 29,475 | 3,631 | 810 | — | 33,916 | |||||||||
| Rental operations | 107,971 | 19,705 | 26,353 | — | 154,029 | |||||||||
| Sales | 22,490 | 1,244 | 7,979 | 7,213 | 38,926 | |||||||||
| Other | 1,458 | 316 | 687 | — | 2,461 | |||||||||
| Total revenues | 131,919 | 21,265 | 35,019 | 7,213 | 195,416 | |||||||||
| Costs and Expenses | ||||||||||||||
| Direct costs of rental operations: | ||||||||||||||
| Depreciation | 10,554 | 1,031 | 9,920 | — | 21,505 | |||||||||
| Rental related services | 19,740 | 3,933 | 640 | — | 24,313 | |||||||||
| Other | 20,812 | 1,527 | 5,313 | — | 27,652 | |||||||||
| Total direct costs of rental operations | 51,106 | 6,491 | 15,873 | — | 73,470 | |||||||||
| Costs of sales | 15,345 | 831 | 4,271 | 5,063 | 25,510 | |||||||||
| Total costs of revenues | 66,451 | 7,322 | 20,144 | 5,063 | 98,980 | |||||||||
| Gross Profit | ||||||||||||||
| Rental | 47,130 | 13,516 | 10,310 | — | 70,956 | |||||||||
| Rental related services | 9,735 | (302 | ) | 170 | — | 9,603 | ||||||||
| Rental operations | 56,865 | 13,214 | 10,480 | — | 80,559 | |||||||||
| Sales | 7,145 | 413 | 3,708 | 2,150 | 13,416 | |||||||||
| Other | 1,458 | 316 | 687 | — | 2,461 | |||||||||
| Total gross profit | 65,468 | 13,943 | 14,875 | 2,150 | 96,436 | |||||||||
| Selling and administrative expenses | 33,988 | 7,555 | 7,438 | 1,888 | 50,869 | |||||||||
| Income from operations | $ | 31,480 | $ | 6,388 | $ | 7,437 | $ | 262 | $ | 45,567 | ||||
| Interest expense | 8,158 | |||||||||||||
| Foreign currency exchange gain | (5 | ) | ||||||||||||
| Provision for income taxes | 9,205 | |||||||||||||
| Net income | $ | 28,209 | ||||||||||||
| Other Information | ||||||||||||||
| Adjusted EBITDA 1 | $ | 47,631 | $ | 8,588 | $ | 17,934 | $ | 363 | $ | 74,516 | ||||
| Average rental equipment 2 | $ | 1,284,129 | $ | 233,305 | $ | 337,858 | ||||||||
| Average monthly total yield 3 | 2.04 | % | 2.30 | % | 2.52 | % | ||||||||
| Average utilization 4 | 74.6 | % | 60.2 | % | 61.6 | % | ||||||||
| Average monthly rental rate 5 | 2.73 | % | 3.82 | % | 4.09 | % |
-
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. -
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) | |||||||||||||||
| Three months ended March 31, 2024 | |||||||||||||||
| (dollar amounts in thousands) | Mobile Modular | Portable Storage | TRS-RenTelco | Enviroplex | Consolidated | ||||||||||
| Revenues | |||||||||||||||
| Rental | $ | 76,496 | $ | 18,407 | $ | 25,429 | $ | — | $ | 120,332 | |||||
| Rental related services | 24,133 | 4,723 | 724 | — | 29,580 | ||||||||||
| Rental operations | 100,629 | 23,130 | 26,153 | — | 149,912 | ||||||||||
| Sales | 25,326 | 1,212 | 6,812 | 1,719 | 35,069 | ||||||||||
| Other | 1,630 | 418 | 798 | — | 2,846 | ||||||||||
| Total revenues | 127,585 | 24,760 | 33,763 | 1,719 | 187,827 | ||||||||||
| Costs and Expenses | |||||||||||||||
| Direct costs of rental operations: | |||||||||||||||
| Depreciation | 9,874 | 965 | 11,527 | — | 22,366 | ||||||||||
| Rental related services | 15,780 | 4,456 | 550 | — | 20,786 | ||||||||||
| Other | 22,673 | 1,468 | 4,869 | — | 29,010 | ||||||||||
| Total direct costs of rental operations | 48,327 | 6,889 | 16,946 | — | 72,162 | ||||||||||
| Costs of sales | 17,413 | 768 | 2,942 | 1,274 | 22,397 | ||||||||||
| Total costs of revenues | 65,740 | 7,657 | 19,888 | 1,274 | 94,559 | ||||||||||
| Gross Profit | |||||||||||||||
| Rental | 43,949 | 15,974 | 9,033 | — | 68,956 | ||||||||||
| Rental related services | 8,353 | 267 | 174 | — | 8,794 | ||||||||||
| Rental operations | 52,302 | 16,241 | 9,207 | — | 77,750 | ||||||||||
| Sales | 7,913 | 444 | 3,870 | 445 | 12,672 | ||||||||||
| Other | 1,630 | 418 | 798 | — | 2,846 | ||||||||||
| Total gross profit | 61,845 | 17,103 | 13,875 | 445 | 93,268 | ||||||||||
| Selling and administrative expenses 6 | 33,614 | 7,809 | 7,237 | 1,804 | 50,464 | ||||||||||
| Other income, net | (6,220 | ) | (1,319 | ) | (1,742 | ) | — | (9,281 | ) | ||||||
| Income (loss) from operations | $ | 34,451 | $ | 10,613 | $ | 8,380 | $ | (1,359 | ) | $ | 52,085 | ||||
| Interest expense | 12,704 | ||||||||||||||
| Foreign currency exchange loss | 132 | ||||||||||||||
| WillScot Mobile Mini transaction costs | 9,354 | ||||||||||||||
| Provision for income taxes | 7,047 | ||||||||||||||
| Net income | $ | 22,848 | |||||||||||||
| Other Information | |||||||||||||||
| Adjusted EBITDA 1 | $ | 43,327 | $ | 11,522 | $ | 18,480 | $ | (1,261 | ) | $ | 72,068 | ||||
| Average rental equipment 2 | $ | 1,174,327 | $ | 223,285 | $ | 372,081 | |||||||||
| Average monthly total yield 3 | 2.17 | % | 2.75 | % | 2.18 | % | |||||||||
| Average utilization 4 | 78.7 | % | 69.8 | % | 56.5 | % | |||||||||
| Average monthly rental rate 5 | 2.76 | % | 3.94 | % | 4.03 | % |
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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. -
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 year ended December 31, 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 reclassified $9.4 million in transaction costs from Selling and administrative expenses for the three months ended March 31, 2024, and reported such expenses separately as non-operating expense under the Corporate segment.
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 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, 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 Net Income to Adjusted EBITDA
| (dollar amounts in thousands) | Three Months Ended<br>March 31, | Twelve Months Ended<br>March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income | $ | 28,209 | $ | 22,848 | $ | 237,093 | $ | 123,182 | ||||
| Provision for income taxes | 9,205 | 7,047 | 84,077 | 43,544 | ||||||||
| Interest expense | 8,158 | 12,704 | 42,695 | 45,800 | ||||||||
| Depreciation and amortization | 26,400 | 27,187 | 106,668 | 108,972 | ||||||||
| EBITDA | 71,972 | 69,786 | 470,533 | 321,498 | ||||||||
| Share-based compensation | 2,544 | 2,209 | 9,837 | 8,991 | ||||||||
| Transaction costs 3 | — | 9,354 | 53,805 | 11,084 | ||||||||
| Other income, net 4 | — | (9,281 | ) | — | (12,899 | ) | ||||||
| Gain on merger termination from WillScot Mobile Mini 5 | — | — | (180,000 | ) | — | |||||||
| Adjusted EBITDA 1 | $ | 74,516 | $ | 72,068 | $ | 354,175 | $ | 328,674 | ||||
| Adjusted EBITDA margin 2 | 38 | % | 37 | % | 39 | % | 38 | % |
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA
| (dollar amounts in thousands) | Three Months Ended<br>March 31, | Twelve Months Ended<br>March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 53,882 | $ | 59,420 | $ | 368,839 | $ | 115,434 | ||||
| Change in certain assets and liabilities: | ||||||||||||
| Accounts receivable, net | (10,460 | ) | (15,418 | ) | (3,068 | ) | 36,678 | |||||
| Inventories, prepaid expenses and other assets | (10,974 | ) | (5,298 | ) | (12,563 | ) | 16,683 | |||||
| Accounts payable and accrued liabilities | 33,598 | 22,748 | (118,131 | ) | 9,570 | |||||||
| Deferred income | (7,074 | ) | (11,268 | ) | 5,786 | (22,144 | ) | |||||
| Amortization of debt issuance costs | (23 | ) | (2 | ) | (87 | ) | (8 | ) | ||||
| Foreign currency exchange (loss) gain | 5 | (132 | ) | (78 | ) | (48 | ) | |||||
| Gain on sale of used rental equipment | 6,393 | 7,355 | 34,123 | 35,908 | ||||||||
| Income taxes paid, net of refunds received | 24 | 479 | 36,069 | 91,631 | ||||||||
| Interest paid | 9,145 | 14,184 | 43,285 | 44,970 | ||||||||
| Adjusted EBITDA 1 | $ | 74,516 | $ | 72,068 | $ | 354,175 | $ | 328,674 |
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 Margin is calculated as Adjusted EBITDA divided by total revenues for the period.
Transaction costs include acquisition 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.