UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY AND EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY AND EXCHANGE ACT OF 1934
Commission file number 000-13292
McGRATH RENTCORP
(Exact name of registrant as specified in its Charter)
California
94-2579843
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
5700 Las Positas Road, Livermore, CA 94551-7800
(Address of principal executive offices)
Registrant’s telephone number: (925) 606-9200
Securities registered pursuant to Section 12(b) of the Act
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
MGRC
NASDAQ Global Select Market
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. Yes ☒ No ☐
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). Yes ☒ No ☐
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.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
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 ☐ No ☒
As of October 22, 2025, 24,611,657 shares of Registrant’s Common Stock were outstanding.
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, including statements about our belief that we 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. 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.
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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, comprehensive income, shareholders’ equity, and cash flows as of September 30, 2025 and for the three-month and nine-month periods ended September 30, 2025 and 2024, 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, 2024, 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 19, 2025, 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, 2024, 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
October 23, 2025
3
MCGRATH RENTCORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except per share amounts)
2025
2024
Revenues
Rental
$
128,488
124,203
374,586
365,708
Rental related services
49,622
47,701
121,021
111,640
Rental operations
178,110
171,904
495,607
477,349
Sales
76,058
92,508
184,759
181,992
Other
2,275
2,346
7,109
7,855
Total revenues
256,443
266,758
687,475
667,196
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment
21,868
21,981
64,799
66,512
35,422
32,439
85,212
78,215
32,308
27,252
91,479
84,182
Total direct costs of rental operations
89,598
81,672
241,490
228,909
Costs of sales
47,588
61,107
119,578
117,625
Total costs of revenues
137,186
142,779
361,068
346,534
Gross profit
119,257
123,979
326,407
320,661
Expenses:
Selling and administrative expenses
52,540
49,297
156,952
148,764
Other income, net
—
(9,281
)
Income from operations
66,717
74,682
169,455
181,178
Interest expense
8,177
12,641
24,130
38,383
Foreign currency exchange loss (gain)
32
(216
(54
(53
Gain on merger termination from WillScot Mobile Mini (Note 1)
(180,000
WillScot Mobile Mini transaction costs (Note 1)
39,436
61,157
Income before provision for income taxes
58,508
202,821
145,379
261,691
Provision for income taxes
16,211
53,504
38,900
68,913
Net income
42,297
149,317
106,479
192,778
Earnings per share:
Basic
1.72
6.08
4.33
7.86
Diluted
4.32
7.85
Shares used in per share calculation:
24,612
24,551
24,598
24,538
24,644
24,567
24,628
24,564
Cash dividends declared per share
0.485
0.475
1.455
1.425
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Other comprehensive income:
Foreign currency translation adjustment, net of tax impact
(135
(57
Comprehensive income
149,182
192,721
5
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30,
December 31,
Assets
Cash
7,256
807
Accounts receivable, net of allowance for credit losses of $2,866 at September 30, 2025 and at December 31, 2024
241,346
219,342
Rental equipment, at cost:
Relocatable modular buildings
1,456,049
1,414,367
Portable storage containers
243,386
240,846
Electronic test equipment
338,397
343,982
2,037,832
1,999,195
Less: accumulated depreciation
(637,863
(611,536
Rental equipment, net
1,399,969
1,387,659
Property, plant and equipment, net
224,881
197,439
Inventories
13,422
14,304
Prepaid expenses and other assets
82,362
80,477
Intangible assets, net
49,262
54,332
Goodwill
332,373
323,224
Total assets
2,350,871
2,277,584
Liabilities and Shareholders' Equity
Liabilities:
Notes payable
551,800
590,208
Accounts payable
55,131
60,082
Accrued liabilities
113,920
113,961
Deferred income
130,767
109,836
Deferred income taxes, net
303,047
280,129
Total liabilities
1,154,665
1,154,216
Shareholders’ equity:
Common stock, no par value - Authorized 40,000 shares
Issued and outstanding - 24,612 shares as of September 30, 2025 and 24,551 shares as of December 31, 2024
118,648
116,253
Retained earnings
1,077,558
1,007,115
Total shareholders’ equity
1,196,206
1,123,368
Total liabilities and shareholders’ equity
6
CONDENSED Consolidated Statements OF SHAREHOLDERS’ EQUITY
Retained
AccumulatedOther Comprehensive
TotalShareholders’
Shares
Amount
Earnings
Income (Loss)
Equity
Balance at December 31, 2024
28,209
Share-based compensation
2,544
Common stock issued under stock plans, net of shares withheld for employee taxes
55
Taxes paid related to net share settlement of stock awards
(5,616
Dividends accrued of $0.485 per share
(12,094
Other comprehensive income
Balance at March 31, 2025
24,606
113,181
1,023,230
1,136,411
35,973
2,778
(68
(11,933
Balance at June 30, 2025
115,891
1,047,270
1,163,161
2,766
(9
(12,009
Balance at September 30, 2025
7
Balance at December 31, 2023
24,496
111,122
822,796
(116
933,802
22,848
2,209
45
(4,082
Dividends accrued of $0.475 per share
(11,824
67
Balance at March 31, 2024
24,541
109,249
833,820
(49
943,020
20,618
2,347
9
(11,763
11
Balance at June 30, 2024
24,550
111,596
842,675
(38
954,233
2,393
1
(11,748
Other comprehensive loss
Balance at September 30, 2024
113,989
980,244
(173
1,094,060
8
CONDENSED Consolidated Statements of Cash Flows
Cash Flows from Operating Activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
79,717
80,824
Deferred income taxes
22,918
31,927
Provision for credit losses
1,266
1,437
8,088
6,949
Gain on sale of property, plant and equipment
Gain on sale of used rental equipment
(30,188
(25,185
Foreign currency exchange gain
Amortization of debt issuance costs
204
Change in:
Accounts receivable
(23,270
1,402
882
(6,860
(1,884
19,988
(8,041
30,562
(1,854
605
20,502
12,497
Net cash provided by operating activities
174,765
337,596
Cash Flows from Investing Activities:
Purchases of rental equipment
(91,516
(167,269
Purchases of property, plant and equipment
(33,235
(36,070
Cash paid for acquisition of businesses
(21,947
Proceeds from sales of used rental equipment
58,647
50,270
Proceeds from sales of property, plant and equipment
12,251
Net cash used in investing activities
(88,051
(140,818
Cash Flows from Financing Activities:
Net payments under bank lines of credit
(40,612
(154,420
Principal payment of term note agreement
(73,000
Borrowings under Series G senior notes
75,000
(5,693
Payment of dividends
(35,960
(35,097
Net cash used in financing activities
(80,265
(193,599
Net increase in cash
6,449
3,179
Cash balance, beginning of period
877
Cash balance, end of period
4,056
Supplemental Disclosure of Cash Flow Information:
Gain on merger termination, net of transaction costs, presented under net cash provided by operating activities
118,843
Interest paid, during the period
24,869
40,338
Net income taxes paid (refunded), during the period
6,537
(3,826
Dividends accrued during the period, not yet paid
12,535
12,241
Rental equipment acquisitions, not yet paid
8,459
3,333
Business acquisition payments withheld
1,815
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2025
NOTE 1. CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The condensed consolidated financial statements for the nine months ended September 30, 2025 and 2024 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 and nine months ended September 30, 2025, 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 19, 2025 for the year ended December 31, 2024 (the “2024 Annual Report”).
Mutual decision to terminate Merger Agreement with WillScot Mobile Mini Holdings Corp.
As previously disclosed, on January 28, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with WillScot Mobile Mini Holdings Corp., a Delaware corporation ("WillScot Mobile Mini”), Brunello Merger Sub I, Inc., a California corporation and a direct wholly owned subsidiary of WillScot Mobile Mini, and Brunello Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of WillScot Mobile Mini. On September 17, 2024, the Company and WillScot Mobile Mini mutually agreed to terminate the Merger Agreement, effective upon WillScot Mobile Mini's cash payment of $180.0 million to the Company, which was received on September 20, 2024.
Transaction costs attributed to the Merger Agreement are reported in the Company's Corporate segment. Expenses recognized as a result of the terminated merger totaled $61.2 million and $63.2 million for the nine and twelve month periods ended September 30, 2024 and December 31, 2024, respectively. The termination payment received of $180.0 million, net of transaction costs, resulted in net proceeds received of $116.8 million during the year ended December 31, 2024. The Company determined that the transaction costs incurred on the terminated merger were significant and required separate presentation on the Company's consolidated statements of income for the year ended December 31, 2024. Due to this determination, the Company has excluded such transaction costs from Selling and administrative expenses and reported them separately on the consolidated statements of income as non-operating expenses.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which will require Companies to disclose annually the specific categories in income tax rate reconciliations, provide additional information for reconciling items which meet a quantitative threshold, and disaggregate domestic and foreign income or loss from continuing operations. Additionally, this ASU will also require the disclosure of income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. This ASU is effective for fiscal years beginning after December 15, 2024, and applied on a prospective basis. The Company is in the process of evaluating the financial statement impact of this ASU.
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 in the process of evaluating the financial statement impact of this ASU.
NOTE 3. BUSINESS COMBINATIONS
During the quarter ended June 30, 2025, the Company completed the acquisition of a regional provider of temporary and permanent modular space solutions for $11.8 million and a regional provider of container solutions for $12.0 million, subject to holdback payments of $1.2 million and $0.6 million, respectively. The preliminary purchase price allocation of the modular solutions provider was $6.3 million to the fair value of rental equipment acquired, intangible assets of $1.1 million and $4.3 million to goodwill. The preliminary purchase price allocation to the container solutions provider was $4.7 million to the fair value of rental equipment acquired, $1.0 million to property, plant and equipment, intangible assets of $1.7 million and $4.9 million to goodwill. These acquisitions were
10
accounted for as a purchase of a “business” in accordance with criteria in Accounting Standards Codification ("ASC") 805, Business Combinations, using the purchase method of accounting. Incremental transaction costs totaled $0.3 million for the nine months ended September 30, 2025.
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 ASC 842, Leases (Topic 842). Revenues determined to be non-lease related are accounted for in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606). The Company accounts for revenues when approval and commitment from both parties have been obtained, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company typically recognizes non-lease related revenues at a point in time because the customer does not simultaneously consume the benefits of the Company’s promised goods and services, or performance obligations, and obtains control when delivery and installation are complete. For contracts that have multiple performance obligations, the transaction price is allocated to each performance obligation in the contract based on the Company’s best estimate of the standalone selling prices of each distinct performance obligation in the contract. The standalone selling price is typically determined based upon the expected cost plus an estimated margin of each performance obligation.
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 multiple quarters. The timing of revenue recognition, billings, and cash collections results in billed contract receivables and contract assets on the Company's Consolidated Balance Sheets. In the Company’s contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Billings can occur subsequent to revenue recognition, resulting in contract assets, or in advance, resulting in contract liabilities. These contract assets and liabilities are reported on the condensed consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. The contract liabilities included in Deferred income on the Company’s condensed consolidated balance sheets totaled $48.9 million and $35.4 million at September 30, 2025 and December 31, 2024, respectively. Sales revenues totaling $5.8 million and $34.5 million were recognized during the three and nine months ended September 30, 2025, respectively, which were included in the contract liability balance at December 31, 2024. For certain modular building sales, the customer retains a small portion of the contract price until full completion of the contract, or revenue is recognizable prior to customer billing, which results in revenue earned in excess of billings. These unbilled contract assets are included in Accounts receivable on the Company’s condensed consolidated balance sheets and totaled $9.9 million and $13.0 million at September 30, 2025 and December 31, 2024, respectively. The Company did not recognize any material contract asset impairments during the periods ended September 30, 2025 and December 31, 2024, respectively.
The Company's uncompleted contracts with customers which meet the criteria for over-time revenue recognition have unsatisfied or partially satisfied performance obligations. As of September 30, 2025, approximately $38.3 million of revenue is expected to be recognized for unsatisfied or partially satisfied obligations. The Company expects to recognize revenue for approximately one half of these unsatisfied or partially satisfied performance obligations over the next twelve months, with the remaining balance recognized thereafter. For the three and nine months ended September 30, 2025, approximately $79.5 million and $184.3 million of revenue was recognized for sales and non-lease services transferred at a point in time, respectively, and approximately $18.1 million and $42.2 million of revenue was recognized for sales and non-lease services transferred over time, respectively.
The Company generally rents and sells to customers on 30 day payment terms. The Company does not typically offer variable payment terms or accept non-monetary consideration. Amounts billed and due from the Company’s customers are classified as Accounts receivable on the Company’s consolidated balance sheet. For certain sales of modular buildings, progress payments from the customer are received during the manufacturing of new equipment, or the preparation of used equipment. The advance payments are not considered a significant financing component because the payments are used to meet working capital needs during the contract and to protect the Company from the customer failing to adequately complete their obligations under the contract.
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 nine months ended September 30, 2025, the Company’s future minimum lease payments to be received under non-cancelable finance leases were $6.2 million. Of the total investment in sales-type leases, future minimum lease payments are expected to be $1.1 million for the remainder of the current year, $2.2 million in 2026, $1.0 million in 2027, $1.1 million in 2028 and $0.8 million in 2029. The Company’s assessment of current expected losses on these receivables was not material and therefore no credit loss expense was provided as of the nine months ended September 30, 2025. Other revenues include interest income on finance leases and rental income on facility leases.
In the three and nine months ended September 30, 2025, the Company’s lease revenues were $158.9 million and $461.0 million, respectively, consisting of $158.1 million and $457.9 million of operating lease revenues, respectively, and $0.8 million and $3.1 million of finance lease revenues, respectively. The Company has entered into finance leases to finance certain equipment sales to customers. The lease agreements have a bargain purchase option at the end of the lease term. 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 straight-line basis, which results in a constant rate of return on the unrecovered lease investment. The Company’s finance lease revenues for the three and nine months ended September 30, 2025, include $0.6 million and $2.4 million of sales revenues, respectively, and $0.2 million and $0.7 million of interest income, respectively.
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.
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.
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The following table disaggregates the Company’s revenues by lease (within the scope of Topic 842) and non-lease revenues (within the scope of Topic 606) and the underlying service provided for the three and nine months ended September 30, 2025 and 2024:
MobileModular
Portable Storage
TRS-RenTelco
Enviroplex
Consolidated
Leasing
112,056
17,725
29,098
158,879
Non-lease:
17,072
3,939
743
21,754
52,336
2,693
6,730
13,684
75,443
318
367
Total non-lease
69,412
6,677
7,791
97,564
181,468
24,402
36,889
17,486
26,524
153,259
16,131
4,127
755
21,013
65,994
1,411
7,169
17,499
92,073
33
27
353
413
82,158
5,565
8,277
113,499
191,407
23,051
34,801
324,791
51,700
84,499
460,990
29,199
11,451
2,217
42,867
115,310
5,649
20,597
40,763
182,319
74
214
1,011
1,299
144,583
17,314
23,825
226,485
469,374
69,014
108,324
306,003
54,881
79,180
440,064
27,130
12,865
2,087
42,082
127,250
3,889
18,926
30,591
180,656
3,153
200
1,041
4,394
157,533
16,954
22,054
227,132
463,536
71,835
101,234
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 90-day warranties for certain sales of used rental equipment and one-year warranties on equipment manufactured by Enviroplex. Although the Company’s policy is to provide reserves for warranties when required for specific circumstances, warranty costs have not been significant to date.
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 and portable storage leases. Incremental costs for obtaining a contract for TRS-RenTelco are expensed in the period incurred because the lease term is typically less than 12 months.
Other Income, net
Other income, net consists of the net gain on sales of property, plant and equipment. These sales are generally recognized at a point in time, with contractually defined performance obligations that are typically transferred upon the closing date of the sale. These
13
types of sales are infrequent in occurrence and reported on the condensed consolidated statements of income within the scope of ASC 610, Other Income. Proceeds to be received from the sale of property, plant and equipment are included in Accounts receivable on the Company's condensed consolidated balance sheets.
14
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. The table below presents the weighted-average number of shares of common stock used to calculate basic and diluted earnings per share:
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
Weighted-average number of shares of common stock for calculating basic earnings per share
Effect of potentially dilutive securities from equity-based compensation
16
30
26
Weighted-average number of shares of common stock for calculating diluted earnings per share
There were 57,157 anti-dilutive securities excluded from the computation of diluted earnings per share for the nine months ended September 30, 2025. There were no anti-dilutive securities excluded from the computation of diluted earnings per share for the nine months ended September 30, 2024.
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 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 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. There were no shares repurchased during the nine months ended September 30, 2025 and 2024. As of September 30, 2025, 2,000,000 shares remained authorized for repurchase under the Repurchase Plan.
NOTE 6. INVENTORIES
Inventories consist of raw materials, supplies and work-in-process. Inventories are measured at the lower of actual cost or net realizable value for acquired units and estimated standard costs for manufactured units. The costs include expenditures incurred in acquiring the inventories, manufacturing, production costs, and other costs incurred in bringing them to their existing location and condition. The following table presents the carrying value of inventories:
(dollar amounts in thousands)
Raw materials
3,819
3,380
Work-in-process
9,603
10,924
15
NOTE 7. GOODWILL AND INTANGIBLE ASSETS
Intangible assets consist of the following:
Estimateduseful lifein years
Average remaining life in years
Cost
Accumulated amortization
Net book value
Customer relationships
6 to 11
6.3
$75,734
$(31,156)
$44,578
Non-compete agreements
2.3
10,806
(6,818)
3,988
Trade name
0.75 to 8
3.5
2,000
(1,475)
525
Total amortizing
88,540
(39,449)
49,091
Trade name - non-amortizing
Indefinite
171
Total
$88,711
$(39,449)
$49,262
December 31, 2024
8 to 11
6.9
$73,217
$(25,010)
$48,207
2.8
10,556
(5,239)
5,317
4.3
(1,363)
637
85,773
(31,612)
54,161
$85,944
$(31,612)
$54,332
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 2024, with no indicators of impairment. In addition, no impairment triggering events occurred during the nine months ended September 30, 2025, and there were no changes to the carrying value of goodwill during this period. Determining fair value of a reporting unit is judgmental and involves the use of significant estimates and assumptions. The Company bases its fair value estimates on assumptions that it believes are reasonable but are uncertain and subject to changes in market conditions.
Intangible assets with finite useful lives are amortized over their respective useful lives. Amortization expense in the nine months ended September 30, 2025 and 2024, was $7.8 million and $7.7 million, respectively. Based on the carrying values at September 30, 2025 and assuming no subsequent impairment of the underlying assets, the amortization expense is expected to be $2.7 million for the remainder of fiscal year 2025, $10.2 million in 2026, $10.0 million in 2027, $8.6 million in 2028, $5.1 million in 2029 and $3.3 million in 2030.
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 four reportable segments are Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex. The Company's Chief Operating Decision Maker ("CODM") Joe Hanna, Chief Executive Officer, and senior management focus on several key measures to evaluate and assess each segment’s performance, including rental, rental related services and sales revenue growth, gross profit, income from operations and income before provision for income taxes. In addition to the evaluation of the aforementioned key measures of each reportable segment, the CODM and senior management evaluate supplemental information by reportable segment, such as rental equipment acquisitions, fleet utilization, and average utilization, to further assess segment performance and the future allocation of Company resources.
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 nine months ended September 30, 2025 and 2024, for the Company’s reportable segments is shown in the following tables:
17
Enviroplex1
Rental revenues
243,572
50,307
80,707
Rental related services revenues
106,191
12,212
2,618
115,308
23,039
4,303
846
1,960
Costs of Revenues
32,105
3,125
29,569
69,999
12,976
2,237
69,001
5,636
16,842
76,483
3,509
11,574
28,012
247,588
25,246
60,222
221,786
43,768
48,102
12,751
Significant Segment Expenses 3
Wages and benefits
44,021
10,772
8,799
3,813
67,405
10,739
1,252
44
312
12,347
Marketing and administrative expenses
13,803
5,080
1,787
24,726
Allocated corporate services 4
36,786
5,472
8,820
51,078
Other segment items 5
805
438
152
1,395
Total expenses
106,154
23,014
21,871
5,913
115,632
20,754
26,231
6,838
Interest expense (income) allocation
19,509
2,847
3,660
(1,886
96,123
17,907
22,625
8,724
25,827
4,815
5,999
2,259
70,296
13,092
16,626
6,465
Reconciliation of Segment Profit
Total segment gross profit
Segment operating expenses, net
Interest expense allocation
Other Selected Information
Rental equipment acquisitions
60,654
1,338
32,590
94,582
Accounts receivable, net (period end)
187,777
11,125
25,039
17,405
Rental equipment, at cost (period end)
Rental equipment, net book value (period end)
1,077,335
218,256
104,378
Utilization (period end) 2
71.9
%
62.1
64.1
Average utilization 2
73.6
60.8
63.5
18
236,040
53,270
76,398
95,450
13,768
2,422
127,251
20,261
4,795
907
2,153
667,195
29,994
2,971
33,547
62,974
13,212
2,029
64,487
4,322
15,373
83,180
2,390
9,346
22,709
240,635
22,895
60,295
222,901
48,939
40,939
7,882
42,759
10,393
7,862
3,429
64,443
10,165
1,104
80
285
11,634
13,056
4,609
4,205
1,655
23,525
34,262
5,483
8,079
47,824
640
475
224
1,339
100,882
22,064
20,450
5,368
(6,220
(1,319
(1,742
128,239
28,194
22,231
2,514
29,951
4,255
6,070
(1,893
98,288
23,939
16,214
4,407
142,848
25,850
6,296
4,264
1,159
37,569
72,438
17,643
11,950
3,248
105,279
Foreign currency exchange loss
Gain on merger termination from WillScot Mobile Mini 6
WillScot Mobile Mini transaction costs 6
129,837
7,818
16,295
153,950
182,617
10,481
19,642
11,789
224,529
1,398,475
241,620
356,979
1,997,074
1,051,703
220,139
119,840
1,391,682
76.5
62.0
59.0
78.0
66.1
56.8
19
No single customer accounted for more than 10% of total revenues for the nine months ended September 30, 2025 and 2024. Revenues from foreign country customers accounted for 2% of the Company’s total revenues for both comparable periods.
20
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, 2024, as filed with the SEC on February 19, 2025 (the “2024 Annual Report”). In preparing the following MD&A, we presume that readers have access to and have read the MD&A in our 2024 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 nine months ended September 30, 2025, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 66%, 12%, 16% and 6% of the Company’s income before provision for taxes (the equivalent of “pretax income”), respectively, compared to 69%, 17%, 11% and 3% for the same period in 2024.
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 2024 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 the Company's 2024 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.
21
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 72% and 71% of consolidated revenues in the nine months ended September 30, 2025 and 2024, respectively. Of the total rental operations revenues for the nine months ended September 30, 2025, Mobile Modular, Portable Storage and TRS-RenTelco comprised 71%, 12% and 17%, respectively, compared to 69%, 14% and 17%, respectively, in the same period of 2024. 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 nine months ended September 30, 2025 and 2024, sales and other revenues of modular, container and electronic test equipment comprised approximately 28% and 29% of the Company’s consolidated revenues, respectively. Of the total sales and other revenues from operations for the nine months ended September 30, 2025 and 2024, Mobile Modular and Enviroplex together comprised 84% and 85%, respectively, Portable Storage comprised 3% in both periods, and TRS-RenTelco comprised 13% and 12%, 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 September 19, 2025, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.485 per common share for the quarter ended September 30, 2025, an increase of 2% over the prior year’s comparable quarter.
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. The ongoing federal government shutdown, along with other recent political and fiscal developments in the United States, has further increased uncertainty in the economic environment and may negatively impact customer confidence, project funding and the timing of new business activity. 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.
22
Results of Operations
Three Months Ended September 30, 2025 Compared to
Three Months Ended September 30, 2024
Overview
Consolidated revenues for the three months ended September 30, 2025, decreased 4% to $256.4 million, from $266.8 million for the same period in 2024. Consolidated net income for the three months ended September 30, 2025, decreased 72% to $42.3 million, from $149.3 million for the same period in 2024. Earnings per diluted share for the three months ended September 30, 2025, decreased by $4.36 to $1.72, compared to $6.08 for the same period in 2024. The decrease in consolidated net income and earnings per diluted share during the period was primarily attributed to the terminated Merger Agreement in 2024 which provided a $180.0 million gain on merger termination, partly offset by $39.4 million in transaction costs, net of provision for income taxes. Excluding the gain and transaction costs attributed to the merger termination in the current year, the Company's consolidated net income decreased by approximately $3.6 million, or 8%, to $42.3 million, and diluted earnings per share decreased $0.15, or 8%, to $1.72.
For the three months ended September 30, 2025, on a consolidated basis:
23
Mobile Modular
For the three months ended September 30, 2025, Mobile Modular’s total revenues decreased $9.9 million, or 5%, to $181.5 million compared to the same period in 2024, primarily due to lower sales revenues. The sales revenue decrease, together with lower gross profit on sales and rental operations revenues, and $1.4 million higher selling and administrative expenses, resulted in a $4.7 million decrease in pre-tax income to $41.1 million for the three months ended September 30, 2025, from $45.8 million for the same period in 2024.
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 9/30/25 compared to Three Months Ended 9/30/24 (Unaudited)
Increase (Decrease)
83,168
81,508
1,660
44,544
42,396
2,148
127,712
123,904
3,808
52,334
(13,660
(21
)%
1,422
1,509
(87
(6
(9,939
(5
10,810
10,124
686
29,809
27,366
2,443
24,199
20,549
3,650
64,818
58,039
6,779
33,558
43,595
(10,037
(23
98,376
101,634
(3,258
(3
Gross Profit
48,159
50,835
(2,676
14,735
15,030
(295
(2
62,894
65,865
(2,971
18,776
22,399
(3,623
(16
Total gross profit
83,092
89,773
(6,681
(7
35,389
34,028
1,361
47,703
55,745
(8,042
(14
6,597
9,979
(3,382
(34
Pre-tax income
41,106
45,766
(4,660
(10
Adjusted EBITDA
64,573
71,420
(6,847
Average rental equipment 1
1,328,245
1,240,950
87,295
Average rental equipment on rent
963,917
956,245
7,672
Average monthly total yield 2
2.09
2.19
Average utilization 3
72.6
77.1
Average monthly rental rate 4
2.88
2.84
Period end rental equipment 1
1,341,377
1,259,179
82,198
Period end utilization 3
nm = Not meaningful
24
Mobile Modular’s gross profit for the three months ended September 30, 2025, decreased $6.7 million, or 7%, to $83.1 million. For the three months ended September 30, 2025, compared to the same period in 2024:
For the three months ended September 30, 2025, selling and administrative expenses increased $1.4 million, or 4%, to $35.4 million, primarily due to $1.2 million higher allocated corporate expenses when compared to 2024.
25
For the three months ended September 30, 2025, Portable Storage’s total revenues increased $1.4 million, or 6%, to $24.4 million compared to the same period in 2024, primarily due to higher rental and sales revenues, partly offset by lower rental related services revenues. Lower gross profit on rental operations revenues, higher gross profit on sales revenues, coupled with higher selling and administrative expenses and lower allocated interest expense, resulted in a decrease in pre-tax income of $1.5 million, or 20%, to $5.9 million in 2025.
Portable Storage – Three Months Ended 9/30/25 compared to Three Months Ended 9/30/24 (Unaudited)
17,293
17,040
253
4,187
4,405
(218
21,480
21,445
35
0
1,282
91
229
195
34
1,351
1,056
1,006
50
4,739
4,280
459
2,191
1,327
864
65
7,986
6,613
1,373
1,629
906
723
9,615
7,519
2,096
28
Gross Profit (Loss)
14,046
14,707
(661
(4
(552
125
(677
nm
13,494
14,832
(1,338
1,064
505
559
111
14,787
15,532
(745
7,912
6,790
1,122
6,875
8,742
(1,867
994
1,388
(394
(28
5,881
7,354
(1,473
(20
9,245
10,796
(1,551
237,227
229,231
7,996
145,533
144,000
1,533
2.43
2.48
61.4
62.8
3.96
3.94
238,132
230,261
7,871
Portable Storage’s gross profit for the three months ended September 30, 2025, decreased $0.7 million, or 5%, to $14.8 million. For the three months ended September 30, 2025, compared to the same period in 2024:
For the three months ended September 30, 2025, Portable Storage’s selling and administrative expenses increased $1.1 million, or 17%, to $7.9 million, primarily due to a $0.5 million increase in employee salaries and benefits and $0.3 million higher allocated corporate expenses when compared to 2024.
For the three months ended September 30, 2025, TRS-RenTelco’s total revenues increased $2.1 million, or 6%, to $36.9 million, compared to the same period in 2024, primarily due to higher rental revenues. Higher gross profit on rental and sales revenues, together with higher selling and administrative expenses and a decrease in allocated interest expense, resulted in a 48% increase in pre-tax income to $8.5 million for the three months ended September 30, 2025, from $5.7 million for the same period in 2024.
TRS-RenTelco – Three Months Ended 9/30/25 compared to Three Months Ended 9/30/24 (Unaudited)
28,027
25,655
2,372
891
900
(1
28,918
26,555
2,363
7,347
7,604
(257
624
642
(18
2,088
10,002
10,851
(849
(8
874
793
81
5,918
5,376
542
16,794
17,020
(226
3,231
3,688
(457
(12
20,025
20,708
(683
12,107
9,428
2,679
107
(90
(84
12,124
9,535
2,589
4,116
3,916
16,864
14,093
2,771
7,113
6,627
486
9,751
7,466
2,285
31
1,250
1,949
(699
(36
(248
8,469
5,733
2,736
48
20,212
18,945
1,267
333,045
362,431
(29,386
215,879
207,788
8,091
2.81
2.36
64.8
57.3
4.12
335,482
354,183
(18,701
TRS-RenTelco’s gross profit for the three months ended September 30, 2025 increased $2.8 million, or 20%, to $16.9 million. For the three months ended September 30, 2025 compared to the same period in 2024:
For the three months ended September 30, 2025, selling and administrative expenses increased $0.5 million, or 7%, to $7.1 million. The increase was primarily attributed to $0.4 million higher allocated corporate expenses when compared to 2024.
29
Nine Months Ended September 30, 2025 Compared to
Nine Months Ended September 30, 2024
Consolidated revenues for the nine months ended September 30, 2025, increased 3% to $687.5 million, from $667.2 million for the same period in 2024. Consolidated net income for the nine months ended September 30, 2025, decreased 45% to $106.5 million, from $192.8 million for the same period in 2024. Earnings per diluted share for the nine months ended September 30, 2025, decreased $3.52 to $4.32, compared to $7.85 for the same period in 2024. The decrease in consolidated net income and earnings per diluted share during the period was primarily attributed to the terminated Merger Agreement which provided a $180.0 million gain on merger termination, partly offset by $61.2 million in transaction costs, net of provision for income taxes. Excluding the gain and transaction costs attributed to the merger termination in the prior year, the Company's net income increased by approximately $1.3 million, or 1%, to $106.5 million, and diluted earnings per share increased $0.04, or 1%, to $4.32. Additionally, in 2024 the Company reported Other income, net of $9.3 million from the sale of a corporate property, which further contributed to the period-over-period change in net income and diluted earnings per share.
For the nine months ended September 30, 2025, on a consolidated basis:
For the nine months ended September 30, 2025, Mobile Modular’s total revenues increased $5.8 million, or 1%, to $469.4 million compared to the same period in 2024, due to higher rental operations revenues, partly offset by lower sales revenues. The total revenue increase, together with higher gross profit on rental operations revenues, lower gross profit on sales revenues, higher selling and administrative expenses and lower allocated interest expense, resulted in a $2.2 million decrease in pre-tax income to $96.1 million for the nine months ended September 30, 2025, from $98.3 million for the same period in 2024. Included within pre-tax income for the period ended September 30, 2024, was Other income, net of $6.2 million which contributed to the period-over-period change. In 2024, Other income, net was comprised of an allocated net gain on sale of a corporate property. Excluding Other income, net, the total change in pre-tax income for 2025 was an increase of $4.1 million, or 4%.
Mobile Modular – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)
7,532
10,741
349,763
331,490
18,273
(11,943
(492
5,838
2,111
7,025
4,514
171,105
157,455
13,650
(6,697
6,953
142,466
141,559
36,192
32,476
3,716
178,658
174,035
4,623
38,825
44,071
(5,246
(1,115
5,272
(12,607
(10,442
(35
(2,165
165,290
168,165
(2,875
1,304,716
1,206,361
98,355
960,541
940,878
19,663
2.07
2.17
2.82
2.79
Mobile Modular’s gross profit for the nine months ended September 30, 2025, decreased $1.1 million, or 1%, to $221.8 million. For the nine months ended September 30, 2025, compared to the same period in 2024:
For the nine months ended September 30, 2025, selling and administrative expenses increased $5.3 million, or 5%, to $106.2 million, primarily due to $2.7 million higher allocated corporate expenses, an increase in employees' salaries and benefit costs of $1.0 million and $0.9 million higher marketing and administrative expenses.
For the nine months ended September 30, 2025, Portable Storage’s total revenues decreased $2.8 million, or 4%, to $69.0 million compared to the same period in 2024, primarily due to lower rental operations revenues, partly offset by higher sales revenues. Lower gross profit on rental operations revenues, partly offset by $1.4 million lower allocated interest expense, resulted in a decrease in pre-tax income of $6.0 million, or 25%, to $17.9 million in 2025. Included within pre-tax income for the period ended September 30, 2024, was Other income, net of $1.3 million which contributed to the period-over-period change. In 2024, Other income, net was comprised of an allocated net gain on sale of a corporate property. Excluding Other income, net, the total change in pre-tax income for 2025 was a decrease of $4.7 million, or 21%.
Portable Storage – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)
(2,963
(1,556
(11
62,519
67,038
(4,519
1,760
(61
71,834
(2,820
154
(236
1,314
21,737
20,505
1,232
1,119
47
2,351
41,546
45,977
(4,431
(764
556
(1,320
40,782
46,533
(5,751
2,140
1,499
641
43
(5,171
950
(7,440
(26
(1,408
(33
(6,032
(25
27,666
33,333
(5,667
(17
234,957
226,373
8,584
142,830
149,705
(6,875
2.38
2.61
3.91
3.95
Portable Storage’s gross profit for the nine months ended September 30, 2025, decreased $5.2 million, or 11%, to $43.8 million. For the nine months ended September 30, 2025, compared to the same period in 2024:
For the nine months ended September 30, 2025, Portable Storage’s selling and administrative expenses increased $1.0 million, or 4%, to $23.0 million, primarily attributable to $0.6 million higher marketing and administrative expenses compared to 2024.
For the nine months ended September 30, 2025, TRS-RenTelco’s total revenues increased $7.1 million to $108.3 million, compared to the same period in 2024, primarily due to higher rental and sales revenues. Higher gross profit on rental and sales revenues, coupled with $2.4 million lower allocated interest expense, resulted in a 40% increase in pre-tax income to $22.6 million for the nine months ended September 30, 2025, from $16.2 million for the same period in 2024. Included within pre-tax income for the period ended September 30, 2024, was Other income, net of $1.7 million which contributed to the period-over-period change. In 2024, Other income, net was comprised of an allocated net gain on sale of a corporate property. Excluding Other income, net, the total change in pre-tax income for 2025 was an increase of $8.2 million, or 56%.
TRS-RenTelco – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)
4,309
196
83,325
78,820
4,505
(193
7,090
(3,978
208
1,469
48,648
50,949
(2,301
2,228
(73
(0
34,296
27,478
6,818
381
393
34,677
27,871
6,806
11,465
10,915
550
7,163
1,421
4,000
(2,410
(40
6,411
40
57,463
55,426
2,037
334,389
367,137
(32,748
212,433
208,639
3,794
2.68
2.31
4.22
4.07
TRS-RenTelco’s gross profit for the nine months ended September 30, 2025 increased $7.2 million, or 17%, to $48.1 million. For the nine months ended September 30, 2025 compared to the same period in 2024:
For the nine months ended September 30, 2025, selling and administrative expenses increased $1.4 million, or 7%, to $21.9 million. The increase was primarily attributed to $0.9 million higher employees' salaries and benefit costs when compared to 2024.
36
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
Twelve Months EndedSeptember 30,
145,428
224,799
53,502
51,909
80,586
8,176
12,642
32,988
50,509
26,978
26,693
106,348
108,357
EBITDA
93,662
242,154
249,226
380,898
336,673
464,251
10,641
9,951
Transaction costs 3
98
2,255
62,732
Other income, net 4
(9,340
Gain on merger termination from WillScot Mobile Mini 5
Adjusted EBITDA 1
96,526
103,983
257,567
259,723
349,569
347,594
Adjusted EBITDA margin 2
38
39
37
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA
65,071
198,967
211,544
313,977
Change in certain assets and liabilities:
Accounts receivable, net
7,545
7,150
22,004
(2,839
16,817
6,365
Inventories, prepaid expenses and other assets
(2,261
(14,171
1,002
(19,988
14,103
1,948
Accounts payable and accrued liabilities
8,588
(123,241
18,854
(104,293
(5,834
(119,382
(5,378
10,699
(20,502
(12,497
(6,413
(18,681
(159
(204
(264
Foreign currency exchange (loss) gain
(32
216
54
53
(214
197
13,514
9,648
30,188
25,185
40,088
33,863
Income taxes paid, net of refunds received
751
773
46,887
78,192
Interest paid
8,887
13,944
32,855
51,123
Adjusted EBITDA is a component of two restrictive financial covenants for the Company’s unsecured Credit Facility, the Note Purchase Agreement, Series D Senior Notes, Series E Senior Notes, Series F Senior Notes and Series 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 September 30, 2025, 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 nine months ended September 30, 2025 compared to the same period in 2024 are summarized as follows:
Cash Flows from Operating Activities: The Company’s operations provided net cash of $174.8 million in 2025, compared to $337.6 million in 2024. The $162.8 million decrease in net cash provided by operating activities was primarily attributed to the gain on merger termination from Willscot Mobile Mini after transaction costs, which provided $87.6 million of net income in 2024. In addition, there was a $38.6 million decrease in accounts payable as a result of the payment timing of rental equipment acquisitions and other trade accounts payable. Also, accounts receivable increased $24.7 million due to higher customer billings compared to related cash payments in 2025. Finally, the change in Company's prepaid expenses and other assets was $21.8 million primarily due to a higher reduction in prepaid income taxes in 2024.
Cash Flows from Investing Activities: Net cash used in investing activities was $88.1 million in 2025, down from $140.8 million in 2024. The $52.8 million decrease in net cash used was primarily due to $75.8 million lower rental equipment purchases when compared to the previous year, due to higher equipment acquisitions during 2024 to meet customer rental demand. This decrease in investing activities was partly offset by a $22.0 million increase in cash paid for the acquisition of businesses during 2025.
Cash Flows from Financing Activities: Net cash used in financing activities was $80.3 million in 2025, compared to $193.6 million in 2024. The $113.3 million change was primarily attributable to $113.8 million lower net payments under bank lines of credit
in 2025, partially offset by $75.0 million in borrowings under issued Series G senior notes in 2025, which were used to pay the principal balance in full of the Company's $73.0 million term note entered into in 2024. The reduction in total net payments under bank lines of credit when compared to the previous year was primarily due to lower cash flows from operations, including the net impact of the gain on merger termination from WillScot Mobile Mini after transaction costs, partly offset by the $75.8 million reduction in purchases of rental equipment when compared to the previous year.
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, 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 and 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, the "Prior NPA") comprised of (i) the $40.0 million aggregate outstanding principal of notes issued March 17, 2021 and due March 17, 2028, and (ii) the $60.0 million aggregate outstanding principal of notes issued June 16, 2021 and due June 16, 2026. The Prior NPA was amended and restated, and superseded in its entirety, by the Note Purchase Agreement (as defined and more fully described under the heading "Liquidity and Capital Resources - Note Purchase and Private Shelf Agreement" in this MD&A). 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 quarter ended September 30, 2025, the Company repaid the principal amount of the incremental term loan "A" facility in its entirety.
At September 30, 2025, 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 $301.8 million was outstanding and had capacity to borrow up to an additional $348.2 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 September 30, 2025, 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.
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 September 30, 2025, 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 Note Purchase Agreement.
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 became 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 were primarily used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks. At September 30, 2025, 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 Prior NPA.
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 September 30, 2025, the principal balance outstanding under the Series D Senior Notes was $40.0 million.
2.35% Senior Notes Due in 2026
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 Prior NPA.
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 September 30, 2025, 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 Senior Notes, Series E Senior Notes, Series F Senior Notes and Series 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):
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 nine month period ended September 30, 2025. Refer to our 2024 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 2024 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 Securities Exchange Act of 1934) as of September 30, 2025. 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 Securities Exchange Act of 1934) were effective as of September 30, 2025. 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.
41
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 2024 Annual Report, 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.
Changes in the U.S. trade environment, including uncertainty over global tariffs and the financial impact of tariffs, as well as economic uncertainty associated with geopolitics, may negatively affect our business, financial condition and results of operations.
The United States has enacted and proposed to enact significant new tariffs, as well as changes to existing tariffs. Additionally, various federal agencies have been directed to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion regarding potential significant changes to U.S. trade policies, treaties, and tariffs, all of which has resulted and may continue to result in retaliatory tariffs enacted by trading partners in response to such actions. Trade restrictions and rising political tensions could reduce trade volume, investment and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any of these factors could negatively impact our customers and suppliers. These developments or a perception of these developments could cause our customers or potential customers to 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. During challenging times, our customers may tighten their budgets or face constraints in gaining timely access to sufficient funding or other credit, which could result in an impairment of their ability to make timely payments to us. All these developments could negatively impact our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Common Stock Purchase
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 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 September 30, 2025, 2,000,000 shares remained authorized for repurchase under the Repurchase Plan.
There were no shares repurchased during the three and nine months ended September 30, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
42
During the three and nine months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits
15.1
Awareness Letter From Grant Thornton LLP.
31.1
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following materials from McGrath RentCorp’s Quarterly report on Form 10-Q for the quarter ended September 30, 2025, 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.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 23, 2025
By:
/s/ Keith E. Pratt
Keith E. Pratt
Executive Vice President and Chief Financial Officer
/s/ David M. Whitney
David M. Whitney
Senior Vice President and Chief Accounting Officer