UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
For the quarterly period ended
Commission file number
(Exact name of registrant as specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period of complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of April 28, 2020,
FORWARD LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) which are not historical facts are 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 (the “Company’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.
Management cautions that forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected in such forward-looking statements. Further, our future business, financial condition and results of operations could differ materially from those anticipated by such forward-looking statements and are subject to risks and uncertainties as set forth under “Risk Factors” in this Form 10-Q.
Forward-looking statements are made only as of the date of this Form 10-Q and are based on management’s reasonable assumptions, however these assumptions can be wrong or affected by known or unknown risks and uncertainties. No forward-looking statement can be guaranteed and subsequent facts or circumstances may contradict, obviate, undermine or otherwise fail to support or substantiate such statements. Readers should not place undue reliance on these forward-looking statements and are cautioned that any such forward-looking statements are not guarantees of future performance. Except as otherwise required by law, we are under no duty to update any of the forward-looking statements after the date of this Form 10-Q to conform such statements to actual results or to changes in our expectations.
Part I - Financial Information
Item 1. Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
McGrath RentCorp
Results of review of interim financial statements
We have reviewed the accompanying condensed consolidated balance sheet of McGrath RentCorp, and subsidiaries (the “Company”) as of March 31, 2020 and the related condensed consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for the three-months ended March 31, 2020 and 2019, and the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of December 31, 2019, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 25, 2020, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for review results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ GRANT THORNTON LLP
San Jose, California
April 29, 2020
2
McGRATH RENTCORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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Three Months Ended March 31, |
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(in thousands, except per share amounts) |
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2020 |
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2019 |
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Revenues |
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Rental |
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$ |
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$ |
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Rental related services |
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Rental operations |
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Sales |
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Other |
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Total revenues |
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Costs and Expenses |
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Direct costs of rental operations: |
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Depreciation of rental equipment |
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Rental related services |
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Other |
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Total direct costs of rental operations |
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Costs of sales |
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Total costs of revenues |
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Gross profit |
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Selling and administrative expenses |
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Income from operations |
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Other income (expense): |
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Interest expense |
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(
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Foreign currency exchange (loss) gain |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Shares used in per share calculation: |
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Basic |
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Diluted |
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Cash dividends declared per share |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
McGRATH RENTCORP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
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Three Months Ended March 31, |
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(in thousands) |
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2020 |
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2019 |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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(
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Tax benefit (provision) |
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(
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Comprehensive income |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
McGrath RentCorp
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
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March 31, |
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December 31, |
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2020 |
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2019 |
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Assets |
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Cash |
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$ |
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$ |
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Accounts receivable, net of allowance for doubtful accounts of $
and $
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Rental equipment, at cost: |
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Relocatable modular buildings |
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Electronic test equipment |
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Liquid and solid containment tanks and boxes |
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Less accumulated depreciation |
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(
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(
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Rental equipment, net |
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Property, plant and equipment, net |
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Prepaid expenses and other assets |
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Intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders' Equity |
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Liabilities: |
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Notes payable |
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$ |
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$ |
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Accounts payable and accrued liabilities |
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Deferred income |
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Deferred income taxes, net |
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Total liabilities |
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Shareholders’ equity: |
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Common stock,
par value - Authorized
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Issued and outstanding -
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Retained earnings |
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Accumulated other comprehensive loss |
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(
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
McGrath RentCorp
CONDENSED Consolidated Statements OF SHAREHOLDERS’ EQUITY
(unaudited)
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Common Stock |
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Retained |
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Accumulated Other Comprehensive |
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Total Shareholders’ |
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(in thousands, except per share amounts) |
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Shares |
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Amount |
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Earnings |
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Income (Loss) |
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Equity |
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Balance at December 31, 2019 |
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$ |
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$ |
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$ |
(
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$ |
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Net income |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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Common stock issued under stock plans, net of shares withheld for employee taxes |
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— |
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— |
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— |
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— |
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Repurchased common stock |
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(
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(
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(
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(
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Taxes paid related to net share settlement of stock awards |
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— |
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(
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— |
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— |
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(
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Dividends accrued of $
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— |
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— |
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(
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— |
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(
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Other comprehensive gain |
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— |
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— |
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— |
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Balance at March 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Retained |
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Accumulated Other Comprehensive |
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Total Shareholders’ |
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(in thousands, except per share amounts) |
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Shares |
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Amount |
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Earnings |
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Income (Loss) |
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Equity |
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Balance at December 31, 2018 |
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$ |
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$ |
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$ |
(
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$ |
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Net income |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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Common stock issued under stock plans, net of shares withheld for employee taxes |
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— |
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— |
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— |
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— |
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Taxes paid related to net share settlement of stock awards |
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— |
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(
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— |
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— |
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(
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Dividends accrued of $
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— |
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— |
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(
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— |
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(
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Other comprehensive loss |
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— |
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— |
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— |
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(
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(
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Balance at March 31, 2019 |
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$ |
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$ |
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$ |
(
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$ |
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6
McGrath RentCorp
CONDENSED Consolidated Statements of Cash Flows
(unaudited)
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Three Months Ended March 31, |
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(in thousands) |
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2020 |
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2019 |
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Cash Flows from Operating Activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Provision for doubtful accounts |
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Share-based compensation |
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Gain on sale of used rental equipment |
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(
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(
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Foreign currency exchange loss (gain) |
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(
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Amortization of debt issuance costs |
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Change in: |
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Accounts receivable |
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Prepaid expenses and other assets |
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(
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Accounts payable and accrued liabilities |
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(
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Deferred income |
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Deferred income taxes |
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Net cash provided by operating activities |
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Cash Flows from Investing Activities: |
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Purchases of rental equipment |
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(
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(
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Purchases of property, plant and equipment |
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(
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(
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Proceeds from sales of used rental equipment |
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Net cash used in investing activities |
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(
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(
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Cash Flows from Financing Activities: |
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Net repayment under bank lines of credit |
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(
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(
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Repurchase of common stock |
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(
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— |
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Taxes paid related to net share settlement of stock awards |
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(
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(
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Payment of dividends |
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(
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(
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Net cash used in financing activities |
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(
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(
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Effect of foreign currency exchange rate changes on cash |
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(
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Net decrease in cash |
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(
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(
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Cash balance, beginning of period |
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Cash balance, end of period |
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$ |
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$ |
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Supplemental Disclosure of Cash Flow Information: |
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Interest paid, during the period |
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$ |
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$ |
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Net income taxes paid, during the period |
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$ |
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$ |
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Dividends accrued during the period, not yet paid |
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$ |
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$ |
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Rental equipment acquisitions, not yet paid |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
McGRATH RENTCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2020
NOTE 1. CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The condensed consolidated financial statements for the three months ended March 31, 2020 and 2019 have not been audited, but in the opinion of management, all adjustments (consisting of normal recurring accruals, consolidating and eliminating entries) necessary for the fair presentation of the consolidated financial position, results of operations and cash flows of McGrath RentCorp (the “Company”) have been made. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations. The consolidated results for the three months ended March 31, 2020 should not be considered as necessarily indicative of the consolidated results for the entire fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K, filed with the SEC on February 25, 2020 for the year ended December 31, 2019 (the “2019 Annual Report”).
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, expected to reduce cost and complexity related to the accounting for income taxes. The ASU removes specific exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles (GAAP). It eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. The Company is evaluating the impact of this guidance on its consolidated financial statements.
NOTE 3. IMPLEMENTED ACCOUNTING PRONOUNCEMENTS
The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) effective January 1, 2020. Under the new guidance, companies are required to present financial assets held at amortized cost and available for sale debt securities net of the amount expected to be collected. The new guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectability. The adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.
Trade accounts receivable
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts receivable from operating lease and non-lease revenues. The Company regularly reviews the allowance by considering factors such as historical payment experience and trends, the age of the accounts receivable balances, the Company’s operating segment, customer industry, credit quality and current economic conditions that may affect a customer’s ability to pay. The Company recognized bad debt expense of $
Net investment in sales-type leases
The Company enters into sales-type leases with certain qualified customers to purchase its rental equipment, primarily at its TRS-RenTelco operating segment. Sales-type leases have terms that generally range from
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credit quality of its new customers. The Company does not own available for sale debt securities or other financial assets at March 31, 2020.
NOTE 4. REVENUE RECOGNITION
The Company’s accounting for revenues is governed by two accounting standards. The majority of the Company’s revenues are considered lease or lease related and are accounted for in accordance with Topic 842, Leases. Revenues determined to be non-lease related are accounted for in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The Company accounts for revenues when approval and commitment from both parties have been obtained, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company typically recognizes non-lease related revenues at a point in time because the customer does not simultaneously consume the benefits of the Company’s promised goods and services, or performance obligations, and obtains control when delivery and installation are complete. For contracts that have multiple performance obligations, the transaction price is allocated to each performance obligation in the contract based on the Company’s best estimate of the standalone selling prices of each distinct performance obligation in the contract. The standalone selling price is typically determined based upon the expected cost plus an estimated margin of each performance obligation.
The Company generally rents and sells to customers on
Lease Revenues
Rental revenues from operating leases are recognized on a straight-line basis over the term of the lease for all operating segments. Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned. Rental related services revenues are primarily associated with relocatable modular buildings and liquid and solid containment tanks and boxes leases. For modular building leases, rental related services revenues for modifications, delivery, installation, dismantle and return delivery are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer. These revenues are recognized on a straight-line basis over the term of the lease. Certain leases are accounted for as finance leases. For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment. Other revenues include interest income on finance leases and rental income on facility leases.
In the three months ended March 31, 2020, the Company’s lease revenues were $
Non-Lease Revenues
Non-lease revenues are recognized in the period when control of the performance obligation is transferred, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For liquid and solid containment solutions, portable storage containers and electronic test equipment, rental related services revenues for delivery and return delivery are considered non-lease revenues.
Sales revenues are typically recognized at a point in time, which occurs upon the completion of delivery, installation and acceptance of the equipment by the customer. Accounting for non-lease revenues requires judgment in determining the point in time the customer gains control of the equipment and the appropriate accounting period to recognize revenue.
Sales taxes charged to customers are reported on a net basis and are excluded from revenues and expenses.
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The following table disaggregates the Company’s revenues by lease (within the scope of Topic 842) and non-lease revenues (within the scope of Topic 606) and the underlying service provided for the three months ended March 31, 2020 and 2019:
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(in thousands) |
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Mobile Modular |
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TRS- RenTelco |
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Adler Tanks |
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Enviroplex |
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Consolidated |
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Three Months Ended March 31, |
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2020 |
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Leasing |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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Non-lease: |
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Rental related services |
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— |
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Sales |
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Other |
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— |
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Total non-lease |
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Total revenues |
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$ |
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$ |
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$ |
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$ |
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$ |
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2019 |
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Leasing |
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$ |
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|
$ |
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|
$ |
|
|
|
$ |
— |
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|
$ |
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Non-lease: |
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Rental related services |
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— |
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Sales |
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Other |
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— |
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— |
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Total non-lease |
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Total revenues |
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$ |
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$ |
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$ |
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$ |
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$ |
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