8-K

MCGRATH RENTCORP (MGRC)

8-K 2024-04-25 For: 2024-04-25
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): April 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 April 25, 2024, McGrath RentCorp (the “Company”) announced via press release the Company’s results for its first quarter ended March 31, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release of McGrath RentCorp, dated April 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: April 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 April 25, 2024

McGrath Announces Results for First Quarter 2024

Livermore, CA - April 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 March 31, 2024 of $187.8 million, an increase of 15% compared to the first quarter of 2023. The Company reported net income from continuing operations of $22.8 million, or $0.93 per diluted share, for the first quarter of 2024, compared to net income from continuing operations of $11.5 million, or $0.47 per diluted share, for the first quarter of 2023.

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

• Rental revenues increased 9% to $120.3 million.

• Total revenues increased 15% to $187.8 million.

• Other income, net for the first quarter 2024 included a $9.3 million net gain on sale of a property, which increased earnings per diluted share by $0.28.

• Adjusted EBITDA1 increased 17% to $72.1 million.

• Dividend rate of $0.475 per share for the first quarter 2024. On an annualized basis, this dividend represents a 1.8% yield on the April 24, 2024 close price of $108.53 per share.

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

“We were pleased with our first quarter results. The 9% increase in companywide rental revenues was driven by strong modular and portable storage performance. Modular rental revenues grew 19% and benefitted from a full quarter of Vesta Modular contribution in 2024 compared with two months in 2023. Portable storage rental revenues grew 8%.

Our modular business was a highlight for the quarter, with broad based rental strength across 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.

TRS-RenTelco experienced continued demand challenges, particularly for semiconductor related projects, resulting in 13% lower rental revenues for the quarter, compared to a year ago. During the quarter we reduced 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 March 31, 2024 to the quarter ended March 31, 2023 unless otherwise indicated.

Mobile Modular

For the first quarter of 2024, the Company’s Mobile Modular division reported Adjusted EBITDA of $43.3 million, an increase of $10.9 million, or 34%, when compared to the same quarter in 2023.

• Rental revenues increased 19% to $76.5 million, depreciation expense increased 14% to $9.9 million, and other direct costs decreased 6% to $22.7 million, which resulted in an increase in gross profit on rental revenues of 41% to $43.9 million.

• Rental related services revenues increased 12% to $24.1 million, primarily attributable to higher delivery and pick-up activities and higher site related services, with associated gross profit increasing 14% to $8.4 million.

• Sales revenues increased 49% to $25.3 million, primarily from higher new equipment sales. Gross margin on sales was 31% in 2024, compared to 37% in 2023, resulting in a 27% increase in gross profit on sales revenues to $7.9 million. The reduction in gross margin on sales was primarily attributed to a higher mix of new versus used sales in 2024.

• Selling and administrative expenses increased $1.6 million to $40.1 million. Included within selling and administrative expenses was $5.3 million higher allocated corporate costs, which included $6.5 million in allocated transaction costs related to the pending merger with WillScot Mobile Mini.

Portable storage

For the first quarter of 2024, the Company’s Portable Storage division reported Adjusted EBITDA of $11.5 million, an increase of $1.5 million, or 15%, when compared to the same quarter in 2023.

• Rental revenues increased 8% to $18.4 million, depreciation expense increased 23% to $1.0 million, and other direct costs decreased 18% to $1.5 million, which resulted in an increase in gross profit on rental revenues of 10% to $16.0 million.

• Rental related services revenues were $4.7 million and gross profit on rental related services revenues was $0.3 million, which were both comparable to the first quarter of 2023.

• Sales revenues increased $0.6 million to $1.2 million, primarily from higher used equipment sales. Gross margin on sales was 37% compared to 49% in 2023, resulting in a $0.1 million increase in gross profit on sales revenues to $0.4 million.

• Selling and administrative expenses increased $1.0 million to $9.0 million, primarily due to higher allocated corporate expenses and marketing and administrative costs.

TRS-RenTelco

For the first quarter of 2024, the Company’s TRS-RenTelco division reported Adjusted EBITDA of $18.5 million, a decrease of 10%, when compared to the same quarter in 2023.

• Rental revenues decreased 13% to $25.4 million, depreciation expense decreased 7%, and other direct costs decreased 7%, resulting in a 22% decrease in gross profit on rental revenues to $9.0 million. The rental revenue decrease was primarily due to weakness in the semiconductor related end markets, resulting in lower average rental equipment on rent compared to the prior year.

• Sales revenues increased 33% to $6.8 million and gross profit on sales revenues increased 34% to $3.9 million.

• Selling and administrative expenses decreased 6%, to $8.9 million, primarily due to lower allocated corporate expenses.

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 April 4, 2024, McGrath RentCorp will host a conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on April 25, 2024 to discuss the first 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 1-800-723-5782 (in the U.S.), or 1-402-220-2663 (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 March 31,
(in thousands, except per share amounts) 2024 2023
Revenues
Rental $ 120,332 $ 110,247
Rental related services 29,580 27,132
Rental operations 149,912 137,379
Sales 35,069 23,660
Other 2,846 2,679
Total revenues 187,827 163,718
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment 22,366 21,833
Rental related services 20,786 19,268
Other 29,010 31,135
Total direct costs of rental operations 72,162 72,236
Costs of sales 22,397 14,115
Total costs of revenues 94,559 86,351
Gross profit 93,268 77,367
Expenses:
Selling and administrative expenses 59,818 57,498
Other income, net (9,281 )
Income from operations 42,731 19,869
Interest expense 12,704 7,464
Foreign currency exchange loss (gain) 132 (226 )
Income from continuing operations before provision for income taxes 29,895 12,631
Provision for income taxes from continuing operations 7,047 1,113
Income from continuing operations 22,848 11,518
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 58,883
Income from discontinued operations 60,139
Net income $ 22,848 $ 71,657
Earnings per share from continuing operations:
Basic $ 0.93 $ 0.47
Diluted $ 0.93 $ 0.47
Earnings per share from discontinued operations:
Basic $ $ 2.46
Diluted $ $ 2.45
Earnings per share:
Basic $ 0.93 $ 2.93
Diluted $ 0.93 $ 2.92
Shares used in per share calculation:
Basic 24,513 24,416
Diluted 24,564 24,542
Cash dividends declared per share $ 0.475 $ 0.465

MCGRATH RENTCORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

December 31,
(in thousands) 2023
Assets
Cash 1,912 $ 877
Accounts receivable, net of allowance for credit losses of 2,819 at March 31, 2024 and 2,801 at December 31, 2023 211,950 227,368
Rental equipment, at cost:
Relocatable modular buildings 1,345,919 1,291,093
Portable storage containers 240,517 236,123
Electronic test equipment 370,641 377,587
1,957,077 1,904,803
Less: accumulated depreciation (588,535 ) (575,480 )
Rental equipment, net 1,368,542 1,329,323
Property, plant and equipment, net 189,166 169,114
Inventories 24,548 15,425
Prepaid expenses and other assets 82,066 87,364
Intangible assets, net 62,020 64,588
Goodwill 323,224 323,224
Total assets 2,263,428 $ 2,217,283
Liabilities and Shareholders' Equity
Liabilities:
Notes payable 798,561 $ 762,975
Accounts payable 57,162 58,760
Accrued liabilities 95,725 108,763
Deferred income 122,696 111,428
Deferred income taxes, net 246,264 241,555
Total liabilities 1,320,408 1,283,481
Shareholders’ equity:
Common stock, no par value - Authorized 40,000 shares
Issued and outstanding - 24,541 shares as of March 31, 2024 and 24,496 shares as of December 31, 2023 109,249 111,122
Retained earnings 833,820 822,796
Accumulated other comprehensive loss (49 ) (116 )
Total shareholders’ equity 943,020 933,802
Total liabilities and shareholders’ equity 2,263,428 $ 2,217,283

All values are in US Dollars.

MCGRATH RENTCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months Ended March 31,
(in thousands) 2024 2023
Cash Flows from Operating Activities:
Net income $ 22,848 $ 71,657
Adjustments to reconcile net income to net cash provided by<br>   operating activities:
Depreciation and amortization 27,187 27,590
Deferred income taxes 4,709 (45,496 )
Provision for credit losses 253 744
Share-based compensation 2,209 1,493
Gain on sale of property, plant and equipment (9,281 )
Gain on sale of discontinued operations (58,883 )
Gain on sale of used rental equipment (7,355 ) (3,089 )
Foreign currency exchange loss (gain) 132 (226 )
Amortization of debt issuance costs 2 2
Change in:
Accounts receivable 15,165 16,209
Inventories (9,123 ) (5,313 )
Prepaid expenses and other assets 5,298 (2,032 )
Accounts payable 9,145 31,559
Accrued liabilities (13,037 ) (1,722 )
Deferred income 11,268 3,218
Net cash provided by operating activities 59,420 35,711
Cash Flows from Investing Activities:
Proceeds from sale of discontinued operations 262,454
Purchases of rental equipment (78,641 ) (77,731 )
Purchases of property, plant and equipment (25,277 ) (6,857 )
Cash paid for acquisition of businesses (453,592 )
Proceeds from sales of used rental equipment 13,554 12,197
Proceeds from sales of property, plant and equipment 12,251
Net cash used in investing activities (78,113 ) (263,529 )
Cash Flows from Financing Activities:
Net borrowings under bank lines of credit 35,584 245,033
Taxes paid related to net share settlement of stock awards (4,082 ) (6,086 )
Payment of dividends (11,774 ) (11,400 )
Net cash provided by financing activities 19,728 227,547
Effect of foreign currency exchange rate changes on cash 4
Net increase (decrease) in cash 1,035 (267 )
Cash balance, beginning of period 877 957
Cash balance, end of period $ 1,912 $ 690
Supplemental Disclosure of Cash Flow Information:
Interest paid, during the period $ 14,184 $ 7,817
Net income taxes paid, during the period $ 479 $ 413
Dividends accrued during the period, not yet paid $ 12,060 $ 11,851
Rental equipment acquisitions, not yet paid $ 5,795 $ 5,697
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 40,087 9,010 8,918 1,803 59,818
Other income, net (6,220 ) (1,319 ) (1,742 ) (9,281 )
Income (loss) from operations $ 27,978 $ 9,412 $ 6,699 $ (1,358 ) $ 42,731
Interest expense 12,704
Foreign currency exchange loss 132
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 %
  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 March 31, 2023
(dollar amounts in thousands) Mobile Modular Portable Storage TRS-RenTelco Enviroplex Adler Tanks (Discontinued) Consolidated
Revenues
Rental $ 64,056 $ 17,057 $ 29,134 $ $ 6,520 $ 116,767
Rental related services 21,534 4,718 880 2,584 29,716
Rental operations 85,590 21,775 30,014 9,104 146,483
Sales 16,967 638 5,114 941 269 23,929
Other 1,370 317 992 65 2,744
Total revenues 103,927 22,730 36,120 941 9,438 173,156
Costs and Expenses
Direct costs of rental operations:
Depreciation 8,657 787 12,389 1,325 23,158
Rental related services 14,226 4,381 661 2,020 21,288
Other 24,127 1,783 5,225 1,270 32,405
Total direct costs of rental operations 47,009 6,952 18,275 4,614 76,850
Costs of sales 10,747 327 2,225 816 159 14,274
Total costs of revenues 57,756 7,279 20,500 816 4,773 91,124
Gross Profit
Rental 31,273 14,486 11,520 3,926 61,205
Rental related services 7,308 337 219 564 8,428
Rental operations 38,581 14,823 11,739 4,490 69,633
Sales 6,220 311 2,889 125 110 9,655
Other 1,370 317 992 65 2,744
Total gross profit 46,171 15,451 15,620 125 4,665 82,032
Selling and administrative expenses 38,456 8,058 9,451 1,533 2,582 60,080
Other income, net
Income (loss) from operations $ 7,715 $ 7,393 $ 6,169 $ (1,408 ) $ 2,083 21,952
Interest expense 7,838
Foreign currency exchange gain (226 )
Provision for income taxes 1,566
Net income $ 12,774
Other Information
Adjusted EBITDA 1 $ 32,425 $ 10,020 $ 20,635 $ (1,330 ) $ 3,682 $ 65,432
Average rental equipment 2 $ 987,526 $ 189,348 $ 396,835
Average monthly total yield 3 2.16 % 3.01 % 2.40 %
Average utilization 4 79.4 % 80.8 % 59.2 %
Average monthly rental rate 5 2.72 % 3.71 % 4.14 %
  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>March 31, Twelve Months Ended<br>March 31,
2024 2023 2024 2023
Income from continuing operations $ 22,848 $ 11,518 $ 123,182 $ 97,169
Provision for income taxes from continuing operations 7,047 1,113 43,544 26,981
Interest expense 12,704 7,464 45,800 17,418
Depreciation and amortization 27,187 26,133 108,972 96,489
EBITDA 69,786 46,228 321,498 238,057
Share-based compensation 2,209 1,375 8,991 6,610
Transaction costs 3 9,354 14,147 11,084 18,200
Other income, net 4 (9,281 ) (12,899 )
Adjusted EBITDA 1 $ 72,068 $ 61,750 $ 328,674 $ 262,867
Adjusted EBITDA margin 2 37 % 38 % 38 % 39 %

Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities

(dollar amounts in thousands) Three Months Ended<br>March 31, Twelve Months Ended<br>March 31,
2024 2023 2024 2023
Adjusted EBITDA 1 $ 72,068 $ 65,432 $ 328,674 $ 297,579
Interest paid (14,184 ) (7,817 ) (44,970 ) (20,455 )
Income taxes paid, net of refunds received (479 ) (413 ) (91,631 ) (27,355 )
Gain on sale of used rental equipment (7,355 ) (3,089 ) (35,908 ) (35,704 )
Foreign currency exchange loss 132 (226 ) 48 165
Amortization of debt issuance costs 2 2 8 14
Change in certain assets and liabilities:
Accounts receivable, net 15,418 16,953 (36,678 ) (21,506 )
Prepaid expenses and other assets 5,298 (7,345 ) (16,683 ) (28,042 )
Accounts payable and other liabilities (22,748 ) (31,004 ) (9,570 ) (7,992 )
Deferred income 11,268 3,218 22,144 21,696
Net cash provided by operating activities $ 59,420 $ 35,711 $ 115,434 $ 178,400
  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 three months ended March 31, 2023, excludes the gain on sale of discontinued operations from the divestiture of Adler Tanks. Total Adjusted EBITDA attributed to discontinued operations for the period ended March 31, 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.