10-Q: Quarterly report [Sections 13 or 15(d)]
Published on April 29, 2026
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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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number: (
Securities registered pursuant to Section 12(b) of the Act
Title of each class |
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Name of each exchange on which registered |
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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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, 2026,
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. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.
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.
2
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 (a California corporation) and subsidiaries (the “Company”) and the related condensed consolidated statements of income, shareholders’ equity, and cash flows as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, 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, 2025, 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, 2026, 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, 2025, 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 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 Francisco, California
April 29, 2026
3
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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2026 |
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2025 |
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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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Expenses: |
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Selling and administrative expenses |
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Income from operations |
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Interest expense |
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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 from continuing operations |
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Net income |
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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.
4
McGrath RentCorp
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
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March 31, |
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December 31, |
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(in thousands) |
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2026 |
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2025 |
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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 credit losses of $ |
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Rental equipment, at cost: |
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Relocatable modular buildings |
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Portable storage containers |
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Electronic test equipment |
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Less: accumulated depreciation |
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Rental equipment, net |
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Property, plant and equipment, net |
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Inventories |
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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 |
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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, |
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Issued and outstanding - |
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Retained earnings |
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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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Total |
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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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Equity |
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Balance at December 31, 2025 |
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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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Share-based compensation |
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— |
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— |
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Common stock issued under stock plans, net of shares |
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— |
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— |
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— |
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Common stock repurchased |
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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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Dividends accrued of $ |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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Balance at March 31, 2026 |
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$ |
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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.
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Common Stock |
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Retained |
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Total |
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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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Equity |
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Balance at December 31, 2024 |
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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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Share-based compensation |
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— |
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— |
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Common stock issued under stock plans, net of shares |
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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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Dividends accrued of $ |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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Balance at March 31, 2025 |
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$ |
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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.
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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2026 |
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2025 |
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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 |
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Depreciation and amortization |
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Deferred income taxes |
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Provision for credit losses |
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Share-based compensation |
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Gain on sale of used rental equipment |
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Foreign currency exchange loss (gain) |
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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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Inventories |
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Prepaid expenses and other assets |
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Accounts payable |
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Accrued liabilities |
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Deferred income |
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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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Purchases of property, plant and equipment |
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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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Cash Flows from Financing Activities: |
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Net borrowings (payments) under bank lines of credit |
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Repurchase of common stock |
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— |
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Taxes paid related to net share settlement of stock awards |
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Payment of dividends |
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Net cash provided by (used in) financing activities |
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Net increase in cash |
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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 (UNAUDITED)
March 31, 2026
NOTE 1. CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 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, 2026, 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, 2026 for the year ended December 31, 2025 (the “2025 Annual Report”).
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025‑12, Codification Improvements, as part of its ongoing initiative to make incremental improvements to the Accounting Standards Codification. The amendments address a broad range of Topics and include technical corrections, clarifications, and other minor improvements intended to enhance the usability and consistency of U.S. GAAP. The amendments are not expected to significantly affect current accounting practice or result in significant implementation costs for most entities. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and does not expect the adoption of this ASU to have a material impact on its financial position, results of operations, or cash flows
In December 2025, the FASB issued ASU No. 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements, which clarifies and reorganizes the guidance in Topic 270 to improve navigability and consistency in interim reporting. The amendments clarify which entities are subject to Topic 270, specify the form and content of interim financial statements and accompanying notes, and provide a comprehensive list of required interim disclosures. The ASU also introduces a disclosure principle requiring entities to disclose events and changes since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting or significantly expand or reduce existing interim disclosure requirements, but rather to clarify existing guidance. For public business entities, the amendments are effective for interim reporting periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this ASU on its interim financial statement disclosures. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes and clarifies the accounting for internal-use-software development costs to better reflect current software development practices, including agile and iterative methodologies. The amendments remove the existing development-stage model and establish a new principles-based capitalization framework. Under the updated guidance, software development costs are capitalized only when both of the following conditions are met: management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose (the "probable-to-complete" threshold). This ASU also supersedes Subtopic 350-50 and consolidates all website development guidance into Subtopic 350-40. This ASU is effective for fiscal years beginning after December 15, 2027, including subsequent interim periods. The Company is currently in the process of evaluating the financial statement impact of this ASU.
In July 2025, the FASB issued ASU 2025‑05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU amends ASC 326‑20 to provide a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The amendments permit entities to assume that current economic conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses, thereby eliminating the requirement to develop reasonable and supportable forecasts for such assets. The guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual periods, with early adoption permitted. The Company is currently in the process of evaluating the financial statement impact of this ASU.
8
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires incremental disclosures about specific expense categories, including but not limited to, employee compensation, depreciation, intangible asset amortization, selling expenses and purchases of inventory. This ASU is effective for fiscal years beginning after December 31, 2026, and interim reporting periods within annual reporting periods beginning after December 31, 2027. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the financial statement impact of this ASU.
In October 2023, the FASB issued ASU No. 2023‑06, Disclosure Improvements, which incorporates certain disclosure and presentation requirements previously included in SEC Regulations S‑X and S‑K into the FASB Accounting Standards Codification. The amendments are intended to clarify or improve disclosure requirements and enhance consistency between U.S. GAAP and SEC reporting requirements. The amendments affect a variety of Topics and primarily relate to disclosures, including, but not limited to, cash flow statement presentation, commitments, debt, equity, and other financial statement disclosures. The amendments do not change recognition or measurement guidance. The effective date of each amendment is contingent upon the removal of the related disclosure requirement from the applicable SEC regulations. Early adoption is permitted once the amendments become effective. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
NOTE 3. BUSINESS COMBINATIONS
During the year ended December 31, 2025, the Company completed the acquisition of a regional provider of temporary and permanent modular space solutions for $
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 Topic 606, Revenue from Contracts with Customers. 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.
Revenue from contracts that satisfy the criteria for over time recognition are recognized as work is performed by using the ratio of costs incurred to estimated total contract costs for each contract. The majority of revenue for these contracts is derived from long-term projects which typically span
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The Company has uncompleted contracts with customers that have unsatisfied or partially satisfied performance obligations. These contracts are recognized over time and at a point in time. The Company has elected the practical expedient within Topic 606 and does not disclose information related to remaining performance obligations for contracts recognized with an original expected duration of one year or less. For the three months ended March 31, 2026, $
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. 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. As of the three months ended March 31, 2026, the Company’s future minimum lease payments to be received under non-cancelable finance leases were $
In the three months ended March 31, 2026, 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 portable storage containers and electronic test equipment, rental related services revenues for delivery and return delivery are considered non-lease revenues. Site related services revenues outside of the modular building such as grading, drainage, landscaping and paving are considered non-lease.
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. Sales contracts that satisfy the criteria for over-time recognition are recognized as work is performed by using the ratio of costs incurred to estimated total contract costs for each contract. 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.
10
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, 2026 and 2025:
(in thousands) |
|
Mobile |
|
|
Portable Storage |
|
|
TRS- |
|
|
Enviroplex |
|
|
Consolidated |
|
|||||
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Leasing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Non-lease: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental related services |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total non-lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Leasing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Non-lease: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental related services |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total non-lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Customer returns of rental equipment prior to the end of the rental contract term are typically billed a cancellation fee, which is recorded as rental revenue in the period billed. Sales of new relocatable modular buildings, portable storage containers and electronic test equipment not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold. The Company typically provides limited
The Company’s incremental cost of obtaining lease contracts, which consists of salesperson commissions, are deferred and amortized over the initial lease term for modular leases. Incremental costs for obtaining a contract for all other operating segments are expensed in the period incurred because the lease term is typically less than 12 months.
NOTE 5. EARNINGS PER SHARE
Basic earnings per share (“EPS”) is computed as net income divided by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS is computed assuming conversion of all potentially dilutive securities including the dilutive effect of stock options, unvested restricted stock awards and other potentially dilutive securities.
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Weighted-average number of shares of common stock for |
|
|
|
|
|
|
||
Effect of potentially dilutive securities from equity-based |
|
|
|
|
|
|
||
Weighted-average number of shares of common stock for |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
11
There were
The Company has in the past made purchases of shares of its common stock from time to time in over-the-counter market (NASDAQ) transactions, through privately negotiated, large block transactions and through a share repurchase plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In September 2024, the Company's Board of Directors increased the capacity under the share repurchase program by authorizing the Company to repurchase up to
|
|
Three Months Ended |
|
|||||
(in thousands, except share and per share amounts) |
|
2026 |
|
|
2025 |
|
||
Number of shares repurchased |
|
|
|
|
|
|
||
Aggregate purchase price (1) |
|
$ |
|
|
$ |
|
||
Average price per repurchased share |
|
$ |
|
|
$ |
|
||
NOTE 6. INVENTORIES
The following table presents the carrying value of inventories:
(dollar amounts in thousands) |
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
NOTE 7. GOODWILL AND INTANGIBLE ASSETS
Intangible assets consist of the following:
(dollar amounts in thousands) |
|
Estimated |
|
Average remaining life in years |
|
Cost |
|
Accumulated amortization |
|
Net book value |
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
|
|
$ |
|
$( |
|
$ |
||
Non-compete agreements |
|
|
|
|
( |
|
||||
Trade name |
|
|
|
|
( |
|
||||
Total amortizing |
|
|
|
|
|
|
( |
|
||
Trade name - non-amortizing |
|
Indefinite |
|
|
|
|
— |
|
||
Total |
|
|
|
|
|
$ |
|
$( |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
|
|
$ |
|
$( |
|
$ |
||
Non-compete agreements |
|
|
|
|
( |
|
||||
Trade name |
|
|
|
|
( |
|
||||
Total amortizing |
|
|
|
|
|
|
( |
|
||
Trade name - non-amortizing |
|
Indefinite |
|
|
|
|
— |
|
||
Total |
|
|
|
|
|
$ |
|
$( |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
12
The Company assesses potential impairment of its goodwill and intangible assets when there is evidence that events or circumstances have occurred that would indicate the recovery of an asset’s carrying value is unlikely. The Company also assesses potential impairment of its goodwill and intangible assets with indefinite lives on an annual basis regardless of whether there is evidence of impairment. If indicators of impairment were to be present in intangible assets used in operations and future discounted cash flows were not expected to be sufficient to recover the asset’s carrying amount, an impairment loss would be charged to expense in the period identified. The amount of an impairment loss that would be recognized is the excess of the asset’s carrying value over its fair value. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. The Company last conducted a qualitative analysis of its goodwill and intangible assets in the fourth quarter 2025, with
Intangible assets with finite useful lives are amortized over their respective useful lives. Amortization expense incurred during the three months ended March 31, 2026 and 2025, was $
13
NOTE 8. SEGMENT REPORTING
FASB guidelines establish annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. In accordance with these guidelines, the Company’s
The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with the Company’s senior management team, of which the CODM is a member. The most significant allocation determinations made by the CODM pertain to purchases of rental equipment and employee headcount. These determinations are generally made as part of the annual budgeting process, with regular reviews occurring throughout the year that can result in allocation changes depending upon performance against budget. On a monthly basis, the CODM considers period end and average rental equipment utilization and budget-to-actual variances to gross profit, income from operations, income before provision for income taxes and net income when making decisions about allocating capital and employee resources to the segments. Excluding interest expense, allocations of revenue and expense not directly associated with one of these segments are generally allocated to Mobile Modular, Portable Storage and TRS-RenTelco, based on their pro-rata share of direct revenues. Interest expense is allocated amongst Mobile Modular, Portable Storage and TRS-RenTelco based on their pro-rata share of average rental equipment at cost, goodwill, intangible assets, accounts receivable, deferred income and customer security deposits. The Company does not report total assets by business segment.
Summarized financial information for the three months ended March 31, 2026 and 2025, for the Company’s reportable segments is shown in the following tables:
14
(dollar amounts in thousands) |
|
Mobile |
|
|
Portable Storage |
|
|
TRS- |
|
|
Enviroplex1 |
|
|
Consolidated |
|
|||||
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Rental related services revenues |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Costs of Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation of rental equipment |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Rental related services |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Costs of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total costs of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Significant Segment Expenses 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wages and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marketing and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allocated corporate services 4 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Other segment items 5 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from operations |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Interest expense (income) allocation |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Foreign currency exchange loss |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Income (loss) before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Provision (benefit) for income taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Other Selected Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental equipment acquisitions |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Accounts receivable, net (period end) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Rental equipment, at cost (period end) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Rental equipment, net book value (period end) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Utilization (period end) 2 |
|
|
% |
|
|
% |
|
|
% |
|
|
|
|
|
|
|||||
Average utilization 2 |
|
|
% |
|
|
% |
|
|
% |
|
|
|
|
|
|
|||||
15
(dollar amounts in thousands) |
|
Mobile |
|
|
Portable Storage |
|
|
TRS- |
|
|
Enviroplex1 |
|
|
Consolidated |
|
|||||
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Rental related services revenues |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Costs of Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation of rental equipment |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Rental related services |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Costs of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total costs of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Significant Segment Expenses 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wages and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marketing and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allocated corporate services 4 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Other segment items 5 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense (income) allocation |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Foreign currency exchange gain |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other Selected Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental equipment acquisitions |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Accounts receivable, net (period end) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Rental equipment, at cost (period end) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Rental equipment, net book value (period end) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Utilization (period end) 2 |
|
|
% |
|
|
% |
|
|
% |
|
|
|
|
|
|
|||||
NOTE 9. SUBSEQUENT EVENT
On April 1, 2026, the Company completed the acquisition of a regional provider of temporary modular space solutions for $
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-Q, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contains forward-looking statements under federal securities laws. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. Our actual results could differ materially from those indicated by forward-looking statements as a result of various factors. These factors include, but are not limited to, those set forth under this Item, those discussed in Part II—Item 1a, “Risk Factors” and elsewhere in this Form 10-Q and those that may be identified from time to time in our reports and registration statements filed with the SEC.
This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in Part I—Item 1 of this Form 10-Q and the Consolidated Financial Statements and related Notes and the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 25, 2026 (the “2025 Annual Report”). In preparing the following MD&A, we presume that readers have access to and have read the MD&A in our 2025 Annual Report, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K. We undertake no duty to update any of these forward-looking statements after the date of filing of this Form 10-Q to conform such forward-looking statements to actual results or revised expectations, except as otherwise required by law.
General
The Company, incorporated in 1979, is a leading rental provider of relocatable modular buildings for classroom and office space and electronic test equipment for general purpose and communications needs. The Company’s primary emphasis is on equipment rentals. The Company is comprised of four reportable business segments: (1) its modular building segment (“Mobile Modular”); (2) its portable storage container segment (“Portable Storage”); (3) its electronic test equipment segment (“TRS-RenTelco”); and (4) its classroom manufacturing business selling modular buildings used primarily as classrooms in California (“Enviroplex”).
In the three months ended March 31, 2026, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 65%, 11%, 25% and negative 1% of the Company’s income before provision for taxes (the equivalent of “pretax income”), respectively, compared to 66%, 15%, 17% and 2% for the same period in 2025.
The Company generates its revenues primarily from the rental of its equipment on operating leases and from sales of equipment occurring in the normal course of business. The Company requires significant capital outlay to purchase its rental inventory and recovers its investment through rental and sales revenues. Rental revenues and certain other service revenues negotiated as part of lease agreements with customers and related costs are recognized on a straight-line basis over the terms of the leases. Sales revenues and related costs are recognized upon delivery and installation of the equipment to customers. Sales revenues are less predictable and can fluctuate from quarter to quarter and year to year depending on customer demands and requirements. Generally, rental revenues less cash operating costs recover the equipment’s capitalized cost in a short period of time relative to the equipment’s potential rental life and when sold, sale proceeds are usually above its net book value.
The Company’s modular revenues (consisting of revenues from Mobile Modular, Kitchens To Go and Enviroplex) are derived from rentals and sales to commercial and education customers. Modular revenues are affected by demand for classrooms, which in turn is affected by shifting and fluctuating school populations, the levels of state funding to public schools, the need for temporary classroom space during reconstruction of older schools and changes in policies regarding class size. As a result of any reduced funding, lower expenditures by these schools may result in certain planned programs to increase the number of classrooms, such as those that the Company provides, to be postponed or terminated. However, reduced expenditures may also result in schools reducing their long-term facility construction projects in favor of using the Company’s modular classroom solutions. At this time, the Company can provide no assurances as to whether public schools will either reduce or increase their demand for the Company's modular classrooms as a result of fluctuations in state funding of public schools. Looking forward, the Company believes that any interruption in the passage of facility bonds or contraction of class size reduction programs by public schools may have a material adverse effect on both rental and sales revenues of the Company. (For more information, see “Item 1. Business – Relocatable Modular Buildings – Classroom Rentals and Sales to Public Schools (K-12)” in the Company’s 2025 Annual Report and “Item 1a. Risk Factors – Significant reductions of, or delays in, funding to public schools have caused the demand and pricing for our modular classroom units to decline, which has in the past caused, and may cause in the future, a reduction in our revenues and profitability” in Part II of the Company's 2025 Annual Report)
Revenues of Portable Storage consists of the rental and sale of steel containers and ground level offices to provide a temporary storage solution that is delivered to the customer’s location and addresses the need for secure temporary storage with immediate access to the unit. The portable storage container rental market in the U.S. has a large and diverse number of market segments including construction, retail, commercial and industrial, energy and petrochemical, manufacturing, education and healthcare.
17
Revenues of TRS-RenTelco are derived from the rental and sale of general purpose and communications test equipment to a broad range of companies, from Fortune 500 to middle and smaller market companies primarily in the aerospace, defense, communications, manufacturing and semiconductor industries. Electronic test equipment revenues are primarily affected by the business activity within these industries related to research and development, manufacturing, and communication infrastructure installation and maintenance.
The Company’s rental operations include rental and rental related service revenues which comprised approximately 82% and 79% of consolidated revenues in the three months ended March 31, 2026 and 2025, respectively. Of the total rental operations revenues for the three months ended March 31, 2026, Mobile Modular, Portable Storage and TRS-RenTelco comprised 69%, 12% and 19%, respectively, compared to 70%, 13% and 17%, respectively, in the same period of 2025. The Company’s direct costs of rental operations include depreciation of rental equipment, rental related service costs, impairment of rental equipment (if applicable), and other direct costs of rental operations (which include direct labor, supplies, repairs, insurance, property taxes, license fees, cost of sub-rentals and amortization of certain lease costs).
The Company’s Mobile Modular, Portable Storage and TRS-RenTelco business segments sell modular units, storage containers and electronic test equipment, respectively, which are either new or previously rented. In addition, Enviroplex sells new modular buildings used primarily as classrooms in California. For the three months ended March 31, 2026 and 2025, sales and other revenues of modular, container and electronic test equipment comprised approximately 18% and 21% of the Company’s consolidated revenues, respectively. Of the total sales and other revenues from operations for the three months ended March 31, 2026 and 2025, Mobile Modular and Enviroplex together comprised 71% and 75%, respectively, Portable Storage comprised 5% and 4%, respectively, and TRS-RenTelco comprised 24% and 21%, respectively. The Company’s cost of sales includes the carrying value of the equipment sold and the direct costs associated with the equipment sold, such as delivery, installation, modifications and related site work.
Selling and administrative expenses primarily include personnel and benefit costs, which include share-based compensation, depreciation and amortization, bad debt expense, advertising costs, and professional service fees. The Company believes that sharing of common facilities, financing, senior management, and operating and accounting systems by all of the Company’s operations results in an efficient use of overhead. Historically, the Company’s operating margins have been impacted favorably to the extent its costs and expenses are leveraged over a large installed customer base. However, there can be no assurances as to the Company’s ability to maintain a large installed customer base or ability to sustain its historical operating margins.
Recent Developments
Dividends
On February 25, 2026, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.495 per common share for the quarter ended March 31, 2026, an increase of 2% over the prior year’s comparable quarter.
Business Combination
On April 1, 2026, the Company completed the acquisition of a regional provider of temporary modular space solutions for $11.4 million, subject to a holdback payment of $1.3 million. The acquisition expanded the Mobile Modular operations in the mid-west region of the United States. This acquisition will be accounted for as the purchase of a “business” in accordance with criteria in ASC 805, Business Combinations, using the purchase method of accounting.
Business Outlook
Macroeconomic conditions, such as a volatile interest rate environment, ongoing inflation, the geopolitical landscape, and foreign exchange rate fluctuations, continue to impact the global economy. In addition, recent changes in legislation and regulations, including enacted and proposed tariffs and other trade policies, have introduced additional uncertainty in the global economy. In periods of perceived or actual unfavorable economic conditions, our customers or potential customers could delay or re-evaluate their decisions to initiate various projects which in turn could result in a delay or cessation of engagement or other business activities with us. These factors also make it difficult for us to forecast and plan future budgetary decisions or business activities accurately. Our operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors.
18
Results of Operations
Three Months Ended March 31, 2026 Compared to
Three Months Ended March 31, 2025
Overview
Consolidated revenues for the three months ended March 31, 2026, increased 2% to $198.5 million from $195.4 million for the same period in 2025. Consolidated net income for the three months ended March 31, 2026, decreased 4% to $27.0 million from $28.2 million for the same period in 2025. Earnings per diluted share for the three months ended March 31, 2026, decreased 4% to $1.10, from $1.15 for the same period in 2025. The decrease in consolidated net income and earnings per diluted share during the period was primarily attributed to an increase in selling and administrative expenses and lower gross profit at Enviroplex, Mobile Modular and Portable Storage, partly offset by higher gross profit at TRS-RenTelco and lower interest expense incurred on outstanding debt obligations.
For the three months ended March 31, 2026, on a consolidated basis:
19
Mobile Modular
For the three months ended March 31, 2026, Mobile Modular’s total revenues increased $2.5 million, or 2%, to $134.4 million compared to the same period in 2025, primarily due to higher rental operations revenues, partly offset by lower sales and other revenues. Higher gross profit on rental related services revenues and lower allocated interest expense, offset by lower gross profit on rental, and sales and other revenues, and higher selling and administrative expenses, resulted in a $0.9 million decrease in pre-tax income to $24.1 million for the three months ended March 31, 2026, from $25.0 million for the same period in 2025.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
Mobile Modular – Three Months Ended 3/31/26 compared to Three Months Ended 3/31/25 (Unaudited)
(dollar amounts in thousands) |
|
Three Months Ended |
|
|
Increase (Decrease) |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
$ |
81,437 |
|
|
$ |
78,496 |
|
|
$ |
2,941 |
|
|
|
4 |
% |
Rental related services |
|
|
30,760 |
|
|
|
29,475 |
|
|
|
1,285 |
|
|
|
4 |
% |
Rental operations |
|
|
112,197 |
|
|
|
107,971 |
|
|
|
4,226 |
|
|
|
4 |
% |
Sales |
|
|
20,895 |
|
|
|
22,490 |
|
|
|
(1,595 |
) |
|
|
(7 |
)% |
Other |
|
|
1,311 |
|
|
|
1,458 |
|
|
|
(147 |
) |
|
|
(10 |
)% |
Total revenues |
|
|
134,403 |
|
|
|
131,919 |
|
|
|
2,484 |
|
|
|
2 |
% |
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct costs of rental operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation of rental equipment |
|
|
11,658 |
|
|
|
10,554 |
|
|
|
1,104 |
|
|
|
10 |
% |
Rental related services |
|
|
19,735 |
|
|
|
19,740 |
|
|
|
(5 |
) |
|
|
— |
|
Other |
|
|
23,970 |
|
|
|
20,812 |
|
|
|
3,158 |
|
|
|
15 |
% |
Total direct costs of rental operations |
|
|
55,363 |
|
|
|
51,106 |
|
|
|
4,257 |
|
|
|
8 |
% |
Costs of sales |
|
|
14,325 |
|
|
|
15,345 |
|
|
|
(1,020 |
) |
|
|
(7 |
)% |
Total costs of revenues |
|
|
69,688 |
|
|
|
66,451 |
|
|
|
3,237 |
|
|
|
5 |
% |
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
|
45,809 |
|
|
|
47,130 |
|
|
|
(1,321 |
) |
|
|
(3 |
)% |
Rental related services |
|
|
11,025 |
|
|
|
9,735 |
|
|
|
1,290 |
|
|
|
13 |
% |
Rental operations |
|
|
56,834 |
|
|
|
56,865 |
|
|
|
(31 |
) |
|
|
— |
|
Sales |
|
|
6,570 |
|
|
|
7,145 |
|
|
|
(575 |
) |
|
|
(8 |
)% |
Other |
|
|
1,311 |
|
|
|
1,458 |
|
|
|
(147 |
) |
|
|
(10 |
)% |
Total gross profit |
|
|
64,715 |
|
|
|
65,468 |
|
|
|
(753 |
) |
|
|
(1 |
)% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative expenses |
|
|
35,164 |
|
|
|
33,988 |
|
|
|
1,176 |
|
|
|
3 |
% |
Income from operations |
|
|
29,551 |
|
|
|
31,480 |
|
|
|
(1,929 |
) |
|
|
(6 |
)% |
Interest expense allocation |
|
|
5,490 |
|
|
|
6,505 |
|
|
|
(1,015 |
) |
|
|
(16 |
)% |
Pre-tax income |
|
$ |
24,061 |
|
|
$ |
24,975 |
|
|
$ |
(914 |
) |
|
|
(4 |
)% |
Other Selected Information |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
$ |
47,184 |
|
|
$ |
47,631 |
|
|
$ |
(447 |
) |
|
|
(1 |
)% |
Average rental equipment 1 |
|
$ |
1,385,405 |
|
|
$ |
1,284,129 |
|
|
$ |
101,276 |
|
|
|
8 |
% |
Average rental equipment on rent |
|
$ |
969,824 |
|
|
$ |
958,243 |
|
|
$ |
11,581 |
|
|
|
1 |
% |
Average monthly total yield 2 |
|
|
1.96 |
% |
|
|
2.04 |
% |
|
|
|
|
|
(4 |
)% |
|
Average utilization 3 |
|
|
70.0 |
% |
|
|
74.6 |
% |
|
|
|
|
|
(6 |
)% |
|
Average monthly rental rate 4 |
|
|
2.80 |
% |
|
|
2.73 |
% |
|
|
|
|
|
3 |
% |
|
Period end rental equipment 1 |
|
$ |
1,400,112 |
|
|
$ |
1,290,081 |
|
|
$ |
110,031 |
|
|
|
9 |
% |
Period end utilization 3 |
|
|
69.8 |
% |
|
|
74.3 |
% |
|
|
|
|
|
(6 |
)% |
|
20
Mobile Modular’s gross profit for the three months ended March 31, 2026, decreased $0.8 million, or 1%, to $64.7 million. For the three months ended March 31, 2026, compared to the same period in 2025:
For the three months ended March 31, 2026, selling and administrative expenses increased $1.2 million, or 3%, to $35.2 million. The increase in selling and administrative expenses was primarily attributed to $0.4 million higher employees' salaries and benefit costs and $0.4 million higher allocated corporate services expense during the period.
21
Portable Storage
For the three months ended March 31, 2026, Portable Storage’s total revenues increased $0.7 million, or 3%, to $21.9 million compared to the same period in 2025, primarily due to higher rental operations and sales revenues, partly offset by lower other revenues. Lower gross profit on rental operations revenues and higher selling and administrative expenses, partly offset by higher gross profit on sales revenues and lower allocated interest expense, resulted in a decrease in pre-tax income of $1.4 million, or 26%, to $4.0 million in 2026.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
Portable Storage – Three Months Ended 3/31/26 compared to Three Months Ended 3/31/25 (Unaudited)
(dollar amounts in thousands) |
|
Three Months Ended |
|
|
Increase (Decrease) |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
$ |
16,283 |
|
|
$ |
16,074 |
|
|
$ |
209 |
|
|
|
1 |
% |
Rental related services |
|
|
3,843 |
|
|
|
3,631 |
|
|
|
212 |
|
|
|
6 |
% |
Rental operations |
|
|
20,126 |
|
|
|
19,705 |
|
|
|
421 |
|
|
|
2 |
% |
Sales |
|
|
1,604 |
|
|
|
1,244 |
|
|
|
360 |
|
|
|
29 |
% |
Other |
|
|
199 |
|
|
|
316 |
|
|
|
(117 |
) |
|
|
(37 |
)% |
Total revenues |
|
|
21,929 |
|
|
|
21,265 |
|
|
|
664 |
|
|
|
3 |
% |
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct costs of rental operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation of rental equipment |
|
|
1,092 |
|
|
|
1,031 |
|
|
|
61 |
|
|
|
6 |
% |
Rental related services |
|
|
4,593 |
|
|
|
3,933 |
|
|
|
660 |
|
|
|
17 |
% |
Other |
|
|
2,109 |
|
|
|
1,527 |
|
|
|
582 |
|
|
|
38 |
% |
Total direct costs of rental operations |
|
|
7,794 |
|
|
|
6,491 |
|
|
|
1,303 |
|
|
|
20 |
% |
Costs of sales |
|
|
1,023 |
|
|
|
831 |
|
|
|
192 |
|
|
|
23 |
% |
Total costs of revenues |
|
|
8,817 |
|
|
|
7,322 |
|
|
|
1,495 |
|
|
|
20 |
% |
Gross Profit (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
|
13,082 |
|
|
|
13,516 |
|
|
|
(434 |
) |
|
|
(3 |
)% |
Rental related services |
|
|
(750 |
) |
|
|
(302 |
) |
|
|
(448 |
) |
|
nm |
|
|
Rental operations |
|
|
12,332 |
|
|
|
13,214 |
|
|
|
(882 |
) |
|
|
(7 |
)% |
Sales |
|
|
581 |
|
|
|
413 |
|
|
|
168 |
|
|
|
41 |
% |
Other |
|
|
199 |
|
|
|
316 |
|
|
|
(117 |
) |
|
|
(37 |
)% |
Total gross profit |
|
|
13,112 |
|
|
|
13,943 |
|
|
|
(831 |
) |
|
|
(6 |
)% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative expenses |
|
|
8,374 |
|
|
|
7,555 |
|
|
|
819 |
|
|
|
11 |
% |
Income from operations |
|
|
4,738 |
|
|
|
6,388 |
|
|
|
(1,650 |
) |
|
|
(26 |
)% |
Interest expense allocation |
|
|
752 |
|
|
|
971 |
|
|
|
(219 |
) |
|
|
(23 |
)% |
Pre-tax income |
|
$ |
3,986 |
|
|
$ |
5,417 |
|
|
$ |
(1,431 |
) |
|
|
(26 |
)% |
Other Selected Information |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
$ |
7,140 |
|
|
$ |
8,588 |
|
|
$ |
(1,448 |
) |
|
|
(17 |
)% |
Average rental equipment 1 |
|
$ |
242,772 |
|
|
$ |
233,305 |
|
|
$ |
9,467 |
|
|
|
4 |
% |
Average rental equipment on rent |
|
$ |
142,281 |
|
|
$ |
140,385 |
|
|
$ |
1,896 |
|
|
|
1 |
% |
Average monthly total yield 2 |
|
|
2.24 |
% |
|
|
2.30 |
% |
|
|
|
|
|
(3 |
)% |
|
Average utilization 3 |
|
|
58.6 |
% |
|
|
60.2 |
% |
|
|
|
|
|
(3 |
)% |
|
Average monthly rental rate 4 |
|
|
3.81 |
% |
|
|
3.82 |
% |
|
|
|
|
|
(0 |
)% |
|
Period end rental equipment 1 |
|
$ |
242,887 |
|
|
$ |
233,678 |
|
|
$ |
9,209 |
|
|
|
4 |
% |
Period end utilization 3 |
|
|
58.8 |
% |
|
|
61.0 |
% |
|
|
|
|
|
(4 |
)% |
|
nm = Not meaningful
22
Portable Storage’s gross profit for the three months ended March 31, 2026, decreased $0.8 million, or 6%, to $13.1 million. For the three months ended March 31, 2026, compared to the same period in 2025:
For the three months ended March 31, 2026, Portable Storage’s selling and administrative expenses increased $0.8 million, or 11%, to $8.4 million, primarily attributed to $0.6 million higher employees' salaries and benefit costs.
23
TRS-RenTelco
For the three months ended March 31, 2026, TRS-RenTelco’s total revenues increased $3.7 million, or 11%, to $38.7 million, compared to the same period in 2025, primarily due to higher rental operations revenues. The total revenue increase, together with higher gross profit on rental operations and sales revenues and lower interest expense, partly offset by an increase in selling and administrative expenses, resulted in an increase in pre-tax income of $3.1 million, or 51%, for the three months ended March 31, 2026, when compared to 2025.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
TRS-RenTelco – Three Months Ended 3/31/26 compared to Three Months Ended 3/31/25 (Unaudited)
(dollar amounts in thousands) |
|
Three Months Ended |
|
|
Increase (Decrease) |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
$ |
28,941 |
|
|
$ |
25,543 |
|
|
$ |
3,398 |
|
|
|
13 |
% |
Rental related services |
|
|
970 |
|
|
|
810 |
|
|
|
160 |
|
|
|
20 |
% |
Rental operations |
|
|
29,911 |
|
|
|
26,353 |
|
|
|
3,558 |
|
|
|
14 |
% |
Sales |
|
|
8,032 |
|
|
|
7,979 |
|
|
|
53 |
|
|
|
1 |
% |
Other |
|
|
763 |
|
|
|
687 |
|
|
|
76 |
|
|
|
11 |
% |
Total revenues |
|
|
38,706 |
|
|
|
35,019 |
|
|
|
3,687 |
|
|
|
11 |
% |
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct costs of rental operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation of rental equipment |
|
|
9,965 |
|
|
|
9,920 |
|
|
|
45 |
|
|
|
0 |
% |
Rental related services |
|
|
789 |
|
|
|
640 |
|
|
|
149 |
|
|
|
23 |
% |
Other |
|
|
6,051 |
|
|
|
5,313 |
|
|
|
738 |
|
|
|
14 |
% |
Total direct costs of rental operations |
|
|
16,805 |
|
|
|
15,873 |
|
|
|
932 |
|
|
|
6 |
% |
Costs of sales |
|
|
3,636 |
|
|
|
4,271 |
|
|
|
(635 |
) |
|
|
(15 |
)% |
Total costs of revenues |
|
|
20,441 |
|
|
|
20,144 |
|
|
|
297 |
|
|
|
1 |
% |
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
|
12,925 |
|
|
|
10,310 |
|
|
|
2,615 |
|
|
|
25 |
% |
Rental related services |
|
|
181 |
|
|
|
170 |
|
|
|
11 |
|
|
|
6 |
% |
Rental operations |
|
|
13,106 |
|
|
|
10,480 |
|
|
|
2,626 |
|
|
|
25 |
% |
Sales |
|
|
4,396 |
|
|
|
3,708 |
|
|
|
688 |
|
|
|
19 |
% |
Other |
|
|
763 |
|
|
|
687 |
|
|
|
76 |
|
|
|
11 |
% |
Total gross profit |
|
|
18,265 |
|
|
|
14,875 |
|
|
|
3,390 |
|
|
|
23 |
% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative expenses |
|
|
7,991 |
|
|
|
7,438 |
|
|
|
553 |
|
|
|
7 |
% |
Income from operations |
|
|
10,274 |
|
|
|
7,437 |
|
|
|
2,837 |
|
|
|
38 |
% |
Interest expense allocation |
|
|
943 |
|
|
|
1,277 |
|
|
|
(334 |
) |
|
|
(26 |
)% |
Foreign currency exchange loss (gain) |
|
|
33 |
|
|
|
(5 |
) |
|
|
(38 |
) |
|
nm |
|
|
Pre-tax income |
|
$ |
9,298 |
|
|
$ |
6,165 |
|
|
$ |
3,133 |
|
|
|
51 |
% |
Other Selected Information |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
$ |
20,855 |
|
|
$ |
17,934 |
|
|
$ |
2,921 |
|
|
|
16 |
% |
Average rental equipment 1 |
|
$ |
333,525 |
|
|
$ |
337,858 |
|
|
$ |
(4,333 |
) |
|
|
(1 |
)% |
Average rental equipment on rent |
|
$ |
220,369 |
|
|
$ |
208,194 |
|
|
$ |
12,175 |
|
|
|
6 |
% |
Average monthly total yield 2 |
|
|
2.89 |
% |
|
|
2.52 |
% |
|
|
|
|
|
15 |
% |
|
Average utilization 3 |
|
|
66.1 |
% |
|
|
61.6 |
% |
|
|
|
|
|
7 |
% |
|
Average monthly rental rate 4 |
|
|
4.38 |
% |
|
|
4.09 |
% |
|
|
|
|
|
7 |
% |
|
Period end rental equipment 1 |
|
$ |
336,015 |
|
|
$ |
331,312 |
|
|
$ |
4,703 |
|
|
|
1 |
% |
Period end utilization 3 |
|
|
68.2 |
% |
|
|
64.9 |
% |
|
|
|
|
|
5 |
% |
|
nm = Not meaningful
24
TRS-RenTelco’s gross profit for the three months ended March 31, 2026 increased $3.4 million, or 23%, to $18.3 million. For the three months ended March 31, 2026 compared to the same period in 2025:
For the three months ended March 31, 2026, selling and administrative expenses increased $0.6 million, or 7%, to $8.0 million.
25
Adjusted EBITDA
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 |
|
|
Twelve Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income |
$ |
27,033 |
|
|
$ |
28,209 |
|
|
$ |
155,132 |
|
|
$ |
237,093 |
|
Provision for income taxes |
|
9,836 |
|
|
|
9,205 |
|
|
|
57,404 |
|
|
|
84,077 |
|
Interest expense |
|
6,500 |
|
|
|
8,158 |
|
|
|
28,964 |
|
|
|
42,695 |
|
Depreciation and amortization |
|
27,824 |
|
|
|
26,400 |
|
|
|
108,493 |
|
|
|
106,668 |
|
EBITDA |
|
71,193 |
|
|
|
71,972 |
|
|
|
349,993 |
|
|
|
470,533 |
|
Share-based compensation |
|
2,823 |
|
|
|
2,544 |
|
|
|
11,504 |
|
|
|
9,837 |
|
Transaction costs 3 |
|
111 |
|
|
|
— |
|
|
|
577 |
|
|
|
53,805 |
|
Gain on merger termination from WillScot Mobile Mini 4 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(180,000 |
) |
Adjusted EBITDA 1 |
$ |
74,127 |
|
|
$ |
74,516 |
|
|
$ |
362,074 |
|
|
$ |
354,175 |
|
Adjusted EBITDA margin 2 |
|
37 |
% |
|
|
38 |
% |
|
|
38 |
% |
|
|
39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
26
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA
(dollar amounts in thousands) |
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net cash provided by operating activities |
$ |
42,366 |
|
|
$ |
53,882 |
|
|
$ |
244,167 |
|
|
$ |
368,839 |
|
Change in certain assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable, net |
|
(9,769 |
) |
|
|
(10,460 |
) |
|
|
13,214 |
|
|
|
(3,068 |
) |
Inventories, prepaid expenses and other assets |
|
10,038 |
|
|
|
(8,164 |
) |
|
|
14,798 |
|
|
|
(9,753 |
) |
Accounts payable and accrued liabilities |
|
20,952 |
|
|
|
30,788 |
|
|
|
4,067 |
|
|
|
(120,941 |
) |
Deferred income |
|
(4,940 |
) |
|
|
(7,074 |
) |
|
|
1,806 |
|
|
|
5,786 |
|
Amortization of debt issuance costs |
|
(4 |
) |
|
|
(23 |
) |
|
|
(187 |
) |
|
|
(87 |
) |
Foreign currency exchange (loss) gain |
|
(33 |
) |
|
|
5 |
|
|
|
42 |
|
|
|
(78 |
) |
Gain on sale of used rental equipment |
|
6,932 |
|
|
|
6,393 |
|
|
|
44,730 |
|
|
|
34,123 |
|
Income taxes paid, net of refunds received |
|
275 |
|
|
|
24 |
|
|
|
10,367 |
|
|
|
36,069 |
|
Interest paid |
|
8,310 |
|
|
|
9,145 |
|
|
|
29,070 |
|
|
|
43,285 |
|
Adjusted EBITDA 1 |
$ |
74,127 |
|
|
$ |
74,516 |
|
|
$ |
362,074 |
|
|
$ |
354,175 |
|
Adjusted EBITDA is a component of two restrictive financial covenants for the Company’s unsecured Credit Facility, the Note Purchase Agreement, Series D, E, F and G Senior Notes (as defined and more fully described under the heading “Liquidity and Capital Resources” in this MD&A). These instruments contain financial covenants requiring the Company to not:
At March 31, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although, significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.
Liquidity and Capital Resources
The Company’s rental businesses are capital intensive and generate significant cash flows. Cash flows for the Company for the three months ended March 31, 2026 compared to the same period in 2025 are summarized as follows:
Cash Flows from Operating Activities: The Company’s operations provided net cash of $42.4 million in 2026, compared to $53.9 million in 2025. The $11.5 million decrease in net cash provided by operating activities was primarily attributable to $17.9 million lower cash provided from prepaid expenses and other assets, a result of the timing of cash payments made and expense recognition during the period. Further, the Company's accounts payable provided for $5.3 million higher cash flows in 2026, a result of the payment timing of rental equipment acquisitions and other trade accounts payable, and accrued expenses provided for $4.9 million higher cash flows in 2026, primarily attributed to an increase in accrued leased real estate and payroll related expenses.
Cash Flows from Investing Activities: Net cash used in investing activities was $41.0 million in 2026, up from $2.7 million in 2025. The $38.3 million increase in net cash used was primarily due to $33.4 million higher rental equipment purchases when compared to the previous year, a result of customer demand. Further, the Company had $4.0 million higher purchases of property, plant and equipment during the current period, as compared to 2025.
Cash Flows from Financing Activities: Net cash provided by financing activities was $0.7 million in 2026, compared to $48.6 million in net cash used during 2025. The $49.3 million change was largely attributed to increased borrowings under bank lines of credit, primarily the result of higher rental equipment investment and repurchases of common stock during the period, when compared to 2025.
27
Significant capital expenditures are required to maintain and grow the Company’s rental assets. During the last three years, the Company has financed its working capital and capital expenditure requirements through cash flow from operations, proceeds from the sale of rental equipment and from borrowings. Sales occur routinely as a normal part of the Company’s rental business. However, these sales can fluctuate from period to period depending on customer requirements and funding. Although the net proceeds received from sales may fluctuate from period to period, the Company believes its liquidity will not be adversely impacted from lower sales in any given year because it believes it has the ability to increase its bank borrowings and conserve its cash in the future by reducing the amount of cash it uses to purchase rental equipment, pay dividends, or repurchase the Company’s common stock.
Unsecured Revolving Lines of Credit
On July 15, 2022, the Company entered into an amended and restated credit agreement with Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and lender, and other lenders named therein (the “Credit Facility”). The Credit Facility provides for a $650.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, of which as of Mach 31, 2025, $73.0 million was utilized through the term loan entered on April 23, 2024, by adding one or more tranches of term loans and/or increasing the aggregate revolving commitments), which includes a $40.0 million sublimit for the issuance of standby letters of credit and a $20.0 million sublimit for swingline loans. The proceeds of the Credit Facility are available to be used for general corporate purposes, including permitted acquisitions. The Credit Facility permits the Company’s existing indebtedness to remain, which includes the Company’s $20.0 million Treasury Sweep Note due July 15, 2027, the Company’s existing senior notes issued pursuant to the Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc., dated as of April 21, 2011 (as amended): (i) the $60.0 million aggregate outstanding principal of notes issued November 5, 2015 and due November 5, 2022, (ii) the $40.0 million aggregate outstanding principal of notes issued March 17, 2021 and due March 17, 2028, and (iii) the $60.0 million aggregate outstanding principal of notes issued June 16, 2021 and due June 16, 2026. In addition, the Company may incur additional senior note indebtedness in an aggregate amount not to exceed $250.0 million. The Credit Facility matures on July 15, 2027 and replaced the Company’s prior $420.0 million credit facility dated March 31, 2020 with Bank of America, N.A., as agent, as amended. All obligations outstanding under the prior credit facility as of the date of the Credit Facility were refinanced by the Credit Facility on April 23, 2022.
On August 19, 2022, the Company entered into an amended and restated Credit Facility Letter Agreement and a Credit Line Note in favor of MUFG Union Bank, N.A., which provides for a $20.0 million line of credit facility related to its cash management services (“Sweep Service Facility”). The Sweep Service Facility matures on the earlier of July 15, 2027, or the date the Company ceases to utilize MUFG Union Bank, N.A. for its cash management services. The Sweep Service Facility replaced the Company’s prior $12.0 million sweep service facility, dated as of March 30, 2020.
On April 23, 2024, the Company entered into a first incremental facility amendment with Bank of America, N.A., as Administrative Agent and the first incremental lender (“BoA”) and the guarantors named therein (the “First Incremental Amendment”). The First Incremental Amendment amends the Second Amended and Restated Credit Agreement, dated as of July 15, 2022, as amended, by and among the Company, BoA, the other lenders named therein, and the guarantors named therein (the “Credit Agreement”) to institute an incremental term loan “A” facility in an aggregate principal amount of $75.0 million (the “Incremental Credit Facility”). The proceeds from the Incremental Credit Facility were used for general corporate purposes. Concurrently with entry into the First Incremental Amendment, the Company repaid revolving loans issued under the Credit Agreement in an aggregate amount equal to approximately $75.0 million. During the year ended December 31, 2025, the Company repaid the principal amount of the incremental term loan "A" facility in its entirety.
At March 31, 2026, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $650.0 million of which $296.0 million was outstanding and had capacity to borrow up to an additional $354.0 million. The Credit Facility contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Credit Facility):
At March 31, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.
28
Note Purchase and Private Shelf Agreement
On June 8, 2023, the Company entered into a Second Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”) with PGIM, Inc. (“PGIM”) and the holders of Series D and Series E Notes previously issued pursuant to the Prior NPA. The Note Purchase Agreement amended and restated, and superseded in its entirety, the Prior NPA. Pursuant to the Prior NPA, the Company issued (i) $40.0 million aggregate principal amount of its 2.57% Series D Senior Notes, due March 17, 2028, and (ii) $60.0 million aggregate principal amount of its 2.35% Series E Senior Notes, due June 16, 2026, to which the terms of the Note Purchase Agreement shall apply.
In addition, pursuant to the Note Purchase Agreement, the Company may authorize the issuance and sale of additional senior notes (the “Shelf Notes”) in the aggregate principal amount of (x) $300 million minus (y) the amount of other notes (such as the Series D Senior Notes, Series E Senior Notes, Series F Senior Notes and Series G Senior Notes, each defined below) then outstanding, to be dated the date of issuance thereof, to mature, in case of each Shelf Note so issued, no more than 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in accordance with the Note Purchase Agreement. Shelf Notes may be issued and sold from time to time at the discretion of the Company’s Board of Directors and in such amounts as the Board of Directors may determine, subject to prospective purchasers’ agreement to purchase the Shelf Notes. The Company will sell the Shelf Notes directly to such purchasers. The full net proceeds of each Shelf Note will be used in the manner described in the applicable Request for Purchase with respect to such Shelf Note.
5.30% Senior Notes Due in 2032
On September 8, 2025, the Company issued and sold to the purchasers $75.0 million aggregate principal amount of 5.30% Series G Notes (the “Series G Senior Notes”) pursuant to the terms of the Note Purchase Agreement.
The Series G Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 5.30% per annum and mature on September 8, 2032. Interest on the Series G Senior Notes is payable semi-annually beginning on March 8, 2026 and continuing thereafter on September 8 and March 8 of each year until maturity. The principal balance is due when the notes mature on September 8, 2032. The full net proceeds from the Series G Senior Notes were used to pay down the Company’s term loan "A" facility in its entirety. At March 31, 2026, the principal balance outstanding under the Series G Senior Notes was $75.0 million.
6.25% Senior Notes Due in 2030
On September 27, 2023, the Company issued and sold to the purchasers $75.0 million aggregate principal amount of 6.25% Series F Notes (the “Series F Senior Notes”) pursuant to the terms of the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated June 8, 2023 (the “Note Purchase Agreement”), among the Company, PGIM, Inc. and the noteholders party thereto.
The Series F Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 6.25% per annum and mature on September 27, 2030. Interest on the Series F Senior Notes is payable semi-annually beginning on March 27, 2024 and continuing thereafter on September 27 and March 27 of each year until maturity. The principal balance is due when the notes mature on September 27, 2030. The full net proceeds from the Series F Senior Notes will primarily be used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks. At March 31, 2026, the principal balance outstanding under the Series F Senior Notes was $75.0 million.
2.57% Senior Notes Due in 2028
On March 17, 2021, the Company issued and sold to the purchasers $40.0 million aggregate principal amount of 2.57% Series D Notes (the “Series D Senior Notes”) pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the “Note Purchase Agreement”), among the Company, PGIM, Inc. and the noteholders party thereto.
The Series D Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 2.57% per annum and mature on March 17, 2028. Interest on the Series D Senior Notes is payable semi-annually beginning on September 17, 2021 and continuing thereafter on March 17 and September 17 of each year until maturity. The principal balance is due when the notes mature on March 17, 2028. The full net proceeds from the Series D Senior Notes were used to pay off the Company’s $40 million Series B Senior Notes. At March 31, 2026, the principal balance outstanding under the Series D Senior Notes was $40.0 million.
2.35% Senior Notes Due in 2026
29
On June 16, 2021, the Company issued and sold to the purchasers $60.0 million aggregate principal amount of 2.35% Series E Notes (the "Series E Notes") pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the “Note Purchase Agreement”), among the Company, PGIM, Inc. and the noteholders party thereto.
The Series E Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 2.35% per annum and mature on June 16, 2026. Interest on the Series E Senior Notes is payable semi-annually beginning on December 16, 2021 and continuing thereafter on June 16 and December 16 of each year until maturity. The principal balance is due when the notes mature on June 16, 2026. The full net proceeds from the Series E Senior Notes were used to pay down the Company’s credit facility. At March 31, 2026, the principal balance outstanding under the Series E Senior Notes was $60.0 million.
Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D, E, F and G Senior Notes were sold, contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Note Purchase Agreement):
At March 31, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although significant deterioration in our financial performance could impact the Company’s ability to comply with these covenants.
Although no assurance can be given, the Company believes it will continue to be able to negotiate general bank lines of credit and issue senior notes adequate to meet capital requirements not otherwise met by operational cash flows and proceeds from sales of rental equipment.
Contractual Obligations and Commitments
We believe that our contractual obligations and commitments have not changed materially from those included in our 2024 Annual Report.
Critical Accounting Estimates
There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the three month period ended March 31, 2026. Refer to our 2025 Annual Report for a discussion of our critical accounting policies and estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the Company’s market risk exposures from those reported in our 2025 Annual Report.
Item 4. Controls and Procedures
The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), the Company’s principal executive officer and principal financial officer, respectively, performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2026. There were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part II -Other Information
Item 1. Legal Proceedings
The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in the current proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, operating results or cash flows.
Item 1a. Risk Factors
There have been no material changes from the risk factors associated with our business previously disclosed in the “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except as set forth below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock.
Conditions in the Middle East, including current uncertainty and instability resulting from conflict between the United States, Israel, and Iran, as well as other regional hostilities could adversely affect our business.
In February 2026, the United States and Israel launched military operations against Iran, resulting in an armed conflict that has caused significant disruption to global energy markets and international shipping, including the closure of the Strait of Hormuz. The profitability of our business could be impacted by the price of petroleum products because they are a component of the logistics costs for delivery of our goods to customers. Additionally, the conflict in and around Iran has increased instability in the Middle East region and generated new economic uncertainty in global supply chains, due in part to the restriction of shipping activity through the Strait of Hormuz. The broader consequences of these conflicts are uncertain, and could include further sanctions, embargoes, geopolitical shifts and adverse effects on macroeconomic conditions, adverse impacts on energy supplies and prices, supply chain disruptions and cost increases, inflationary pressures, capital markets dislocation, all of which could impact the Company's business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Common Stock Purchase
During the three months ended March 31, 2026, the Company repurchased 113,591 shares of common stock under a Rule 10b5-1 trading plan established on March 12, 2026, pursuant to an authorization under the Repurchase Plan (as defined below) for an aggregate repurchase price of $11.9 million, or an average price of $104.44 per share. The aggregate repurchase price and average price per repurchased share excludes a 1% excise tax, which totaled $0.1 million for the three months ended March 31, 2026. The table below sets forth the information with respect to repurchases of our common stock during the three months ended March 31, 2026.
Period |
|
Total Number of Shares Purchased |
|
|
Average price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
|
||||
January 1 - January 31 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
February 1 - February 28 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
March 1- March 31 |
|
|
113,591 |
|
|
$ |
104.44 |
|
|
|
113,591 |
|
|
|
1,886,409 |
|
Total |
|
$ |
113,591 |
|
|
$ |
104.44 |
|
|
|
113,591 |
|
|
|
1,886,409 |
|
The Company has in the past made purchases of shares of its common stock from time to time in over-the-counter market (NASDAQ) transactions, through privately negotiated, large block transactions and through a share repurchase plan, in accordance with Rule 10b5-1 of the Exchange Act. In September 2024, the Company's Board of Directors increased the capacity under the share repurchase program by authorizing the Company to repurchase up to 2,000,000 shares of the Company's outstanding common stock (the "Repurchase Plan"), an increase from the 1,309,805 remaining shares authorized for repurchase under the Repurchase Plan established in August 2015. The amount and time of the specific repurchases are subject to prevailing market conditions, applicable legal requirements and other factors, including management’s discretion. All shares repurchased by the Company are canceled and returned
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to the status of authorized but unissued shares of common stock. There can be no assurance that any authorized shares will be repurchased, and the Repurchase Plan may be modified, extended or terminated by the Company’s Board of Directors at any time. As of March 31, 2026, 1,886,409 shares were authorized for repurchase under the Repurchase Plan.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Rule 10b5-1
During the three months ended March 31, 2026, one former Section 16 officer and a current director
|
|
|
Trading Arrangement |
|
|
|
||
Name and Title |
Action |
Date |
Rule 10b5-1 (1) |
Non-Rule 10b5-1 (2) |
Aggregate Number of Securities to be Sold |
|
Expiration Date |
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|
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|
|
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||||||
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|
|
With the exception of Mr. Hanna, no other Company director or Section 16 officer
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Item 6. Exhibits
15.1 |
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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|
101 |
The following materials from McGrath RentCorp’s Quarterly report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Balance Sheet, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. |
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|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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33
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, thereunto duly authorized.
Date: April 29, 2026 |
McGrath RentCorp |
|
|
|
|
|
By: |
/s/ Keith E. Pratt |
|
|
Keith E. Pratt |
|
|
Executive Vice President and Chief Financial Officer |
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|
|
|
By: |
/s/ David M. Whitney |
|
|
David M. Whitney |
|
|
Senior Vice President and Chief Accounting Officer |
34