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☒
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.
2
Part I - Financial Information
Item 1. Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
McGrath RentCorp
Results of review of interim financial statements
We have reviewed the accompanying condensed consolidated
balance sheet of McGrath RentCorp (a California corporation) and subsidiaries
(the “Company”) and the related condensed consolidated
statements of income, 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
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
Rental related services
35,422
32,439
85,212
78,215
Other
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
)
—
(
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
$
1.72
$
6.08
$
4.32
$
7.85
Shares used in per share calculation:
Basic
24,612
24,551
24,598
24,538
Diluted
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
MCGRATH RENTCORP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Net income
$
42,297
$
149,317
$
106,479
$
192,778
Other comprehensive income:
Foreign currency translation adjustment, net of tax impact
—
(
135
)
—
(
57
)
Comprehensive income
$
42,297
$
149,182
$
106,479
$
192,721
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
McGrath RentCorp
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30,
December 31,
(in thousands)
2025
2024
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
$
2,350,871
$
2,277,584
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
McGrath RentCorp
CONDENSED Consolidated Statements OF SHAREHOLDERS’ EQUITY
(unaudited)
Common Stock
Retained
Accumulated
Other
Comprehensive
Total
Shareholders’
(in thousands, except per share amounts)
Shares
Amount
Earnings
Income (Loss)
Equity
Balance at December 31, 2024
24,551
$
116,253
$
1,007,115
$
—
$
1,123,368
Net income
—
—
28,209
—
28,209
Share-based compensation
—
2,544
—
—
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
)
—
—
(
5,616
)
Dividends accrued of $
0.485
per share
—
—
(
12,094
)
—
(
12,094
)
Other comprehensive income
—
—
—
—
—
Balance at March 31, 2025
24,606
$
113,181
$
1,023,230
$
—
$
1,136,411
Net income
—
—
35,973
—
35,973
Share-based compensation
—
2,778
—
—
2,778
Common stock issued under stock plans, net of shares
withheld for employee taxes
6
—
—
—
—
Taxes paid related to net share settlement of stock awards
—
(
68
)
—
—
(
68
)
Dividends accrued of $
0.485
per share
—
—
(
11,933
)
—
(
11,933
)
Other comprehensive income
—
—
—
—
—
Balance at June 30, 2025
24,612
$
115,891
$
1,047,270
$
—
$
1,163,161
Net income
—
—
42,297
—
42,297
Share-based compensation
—
2,766
—
—
2,766
Common stock issued under stock plans, net of shares
withheld for employee taxes
—
—
—
—
—
Taxes paid related to net share settlement of stock awards
—
(
9
)
—
—
(
9
)
Dividends accrued of $
0.485
per share
—
—
(
12,009
)
—
(
12,009
)
Other comprehensive income
—
—
—
—
—
Balance at September 30, 2025
24,612
$
118,648
$
1,077,558
$
—
$
1,196,206
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Common Stock
Retained
Accumulated
Other
Comprehensive
Total
Shareholders’
(in thousands, except per share amounts)
Shares
Amount
Earnings
Income (Loss)
Equity
Balance at December 31, 2023
24,496
$
111,122
$
822,796
$
(
116
)
$
933,802
Net income
—
—
22,848
—
22,848
Share-based compensation
—
2,209
—
—
2,209
Common stock issued under stock plans, net of shares
withheld for employee taxes
45
—
—
—
—
Taxes paid related to net share settlement of stock awards
—
(
4,082
)
—
—
(
4,082
)
Dividends accrued of $
0.475
per share
—
—
(
11,824
)
—
(
11,824
)
Other comprehensive income
—
—
—
67
67
Balance at March 31, 2024
24,541
$
109,249
$
833,820
$
(
49
)
$
943,020
Net income
—
—
20,618
—
20,618
Share-based compensation
—
2,347
—
—
2,347
Common stock issued under stock plans, net of shares
withheld for employee taxes
9
—
—
—
—
Dividends accrued of $
0.475
per share
—
—
(
11,763
)
—
(
11,763
)
Other comprehensive income
—
—
—
11
11
Balance at June 30, 2024
24,550
$
111,596
$
842,675
$
(
38
)
$
954,233
Net income
—
—
149,317
—
149,317
Share-based compensation
—
2,393
—
—
2,393
Common stock issued under stock plans, net of shares
withheld for employee taxes
1
—
—
—
—
Dividends accrued of $
0.475
per share
—
—
(
11,748
)
—
(
11,748
)
Other comprehensive loss
—
—
—
(
135
)
(
135
)
Balance at September 30, 2024
24,551
$
113,989
$
980,244
$
(
173
)
$
1,094,060
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
McGrath RentCorp
CONDENSED Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended September 30,
(in thousands)
2025
2024
Cash Flows from Operating Activities:
Net income
$
106,479
$
192,778
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
Share-based compensation
8,088
6,949
Gain on sale of property, plant and equipment
—
(
9,281
)
Gain on sale of used rental equipment
(
30,188
)
(
25,185
)
Foreign currency exchange gain
(
54
)
(
53
)
Amortization of debt issuance costs
204
6
Change in:
Accounts receivable
(
23,270
)
1,402
Inventories
882
(
6,860
)
Prepaid expenses and other assets
(
1,884
)
19,988
Accounts payable
(
8,041
)
30,562
Accrued liabilities
(
1,854
)
605
Deferred income
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
—
Taxes paid related to net share settlement of stock awards
(
5,693
)
(
4,082
)
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
807
877
Cash balance, end of period
$
7,256
$
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
$
—
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
MCGRATH RENTCORP
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
11
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
millio
n and $
0.7
m
illion 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.
12
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:
(in thousands)
Mobile
Modular
Portable Storage
TRS-
RenTelco
Enviroplex
Consolidated
Three Months Ended September 30,
2025
Leasing
$
112,056
$
17,725
$
29,098
$
—
$
158,879
Non-lease:
Rental related services
17,072
3,939
743
—
21,754
Sales
52,336
2,693
6,730
13,684
75,443
Other
4
45
318
—
367
Total non-lease
69,412
6,677
7,791
13,684
97,564
Total revenues
$
181,468
$
24,402
$
36,889
$
13,684
$
256,443
2024
Leasing
$
109,249
$
17,486
$
26,524
$
—
$
153,259
Non-lease:
Rental related services
16,131
4,127
755
—
21,013
Sales
65,994
1,411
7,169
17,499
92,073
Other
33
27
353
—
413
Total non-lease
82,158
5,565
8,277
17,499
113,499
Total revenues
$
191,407
$
23,051
$
34,801
$
17,499
$
266,758
Nine Months Ended September 30,
2025
Leasing
$
324,791
$
51,700
$
84,499
$
—
$
460,990
Non-lease:
Rental related services
29,199
11,451
2,217
—
42,867
Sales
115,310
5,649
20,597
40,763
182,319
Other
74
214
1,011
—
1,299
Total non-lease
144,583
17,314
23,825
40,763
226,485
Total revenues
$
469,374
$
69,014
$
108,324
$
40,763
$
687,475
2024
Leasing
$
306,003
$
54,881
$
79,180
$
—
$
440,064
Non-lease:
Rental related services
27,130
12,865
2,087
—
42,082
Sales
127,250
3,889
18,926
30,591
180,656
Other
3,153
200
1,041
—
4,394
Total non-lease
157,533
16,954
22,054
30,591
227,132
Total revenues
$
463,536
$
71,835
$
101,234
$
30,591
$
667,196
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 Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2025
2024
2025
2024
Weighted-average number of shares of common stock for
calculating basic earnings per share
24,612
24,551
24,598
24,538
Effect of potentially dilutive securities from equity-based
compensation
32
16
30
26
Weighted-average number of shares of common stock for
calculating diluted earnings per share
24,644
24,567
24,628
24,564
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)
September 30,
December 31,
2025
2024
Raw materials
$
3,819
$
3,380
Work-in-process
9,603
10,924
Inventories
$
13,422
$
14,304
15
NOTE 7. GOODWILL AND INTANGIBLE ASSETS
Intangible assets consist of the following:
(dollar amounts in thousands)
Estimated
useful life
in years
Average remaining life in years
Cost
Accumulated amortization
Net book value
September 30, 2025
Customer relationships
6
to
11
6.3
$
75,734
$(
31,156
)
$
44,578
Non-compete agreements
5
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
—
171
Total
$
88,711
$(
39,449
)
$
49,262
December 31, 2024
Customer relationships
8
to
11
6.9
$
73,217
$(
25,010
)
$
48,207
Non-compete agreements
5
2.8
10,556
(
5,239
)
5,317
Trade name
0.75
to
8
4.3
2,000
(
1,363
)
637
Total amortizing
85,773
(
31,612
)
54,161
Trade name - non-amortizing
Indefinite
171
—
171
Total
$
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.
16
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
(dollar amounts in thousands)
Mobile
Modular
Portable Storage
TRS-
RenTelco
Enviroplex
1
Consolidated
Nine Months Ended September 30,
2025
Revenues
Rental revenues
$
243,572
$
50,307
$
80,707
$
—
$
374,586
Rental related services revenues
106,191
12,212
2,618
—
121,021
Sales
115,308
5,649
23,039
40,763
184,759
Other
4,303
846
1,960
—
7,109
Total revenues
469,374
69,014
108,324
40,763
687,475
Costs of Revenues
Depreciation of rental equipment
32,105
3,125
29,569
—
64,799
Rental related services
69,999
12,976
2,237
—
85,212
Other
69,001
5,636
16,842
—
91,479
Costs of sales
76,483
3,509
11,574
28,012
119,578
Total costs of revenues
247,588
25,246
60,222
28,012
361,068
Gross profit
221,786
43,768
48,102
12,751
326,407
Significant Segment Expenses
3
Wages and benefits
44,021
10,772
8,799
3,813
67,405
Depreciation and amortization
10,739
1,252
44
312
12,347
Marketing and administrative expenses
13,803
5,080
4,056
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
156,952
Income from operations
115,632
20,754
26,231
6,838
169,455
Interest expense (income) allocation
19,509
2,847
3,660
(
1,886
)
24,130
Foreign currency exchange gain
—
—
(
54
)
—
(
54
)
Income before provision for income taxes
96,123
17,907
22,625
8,724
145,379
Provision for income taxes
25,827
4,815
5,999
2,259
38,900
Net income
$
70,296
$
13,092
$
16,626
$
6,465
$
106,479
Reconciliation of Segment Profit
Total segment gross profit
$
326,407
Segment operating expenses, net
156,952
Interest expense allocation
24,130
Foreign currency exchange gain
(
54
)
Income before provision for income taxes
145,379
Provision for income taxes
38,900
Net income
$
106,479
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
$
241,346
Rental equipment, at cost (period end)
$
1,456,049
$
243,386
$
338,397
$
—
$
2,037,832
Rental equipment, net book value (period end)
$
1,077,335
$
218,256
$
104,378
$
—
$
1,399,969
Utilization (period end)
2
71.9
%
62.1
%
64.1
%
Average utilization
2
73.6
%
60.8
%
63.5
%
18
(dollar amounts in thousands)
Mobile
Modular
Portable Storage
TRS-
RenTelco
Enviroplex
1
Consolidated
Nine Months Ended September 30,
2024
Revenues
Rental revenues
$
236,040
$
53,270
$
76,398
$
—
$
365,708
Rental related services revenues
95,450
13,768
2,422
—
111,640
Sales
127,251
3,889
20,261
30,591
181,992
Other
4,795
907
2,153
—
7,855
Total revenues
463,536
71,835
101,234
30,591
667,195
Costs of Revenues
Depreciation of rental equipment
29,994
2,971
33,547
—
66,512
Rental related services
62,974
13,212
2,029
—
78,215
Other
64,487
4,322
15,373
—
84,182
Costs of sales
83,180
2,390
9,346
22,709
117,625
Total costs of revenues
240,635
22,895
60,295
22,709
346,534
Gross profit
222,901
48,939
40,939
7,882
320,661
Significant Segment Expenses
3
Wages and benefits
42,759
10,393
7,862
3,429
64,443
Depreciation and amortization
10,165
1,104
80
285
11,634
Marketing and administrative expenses
13,056
4,609
4,205
1,655
23,525
Allocated corporate services
4
34,262
5,483
8,079
—
47,824
Other segment items
5
640
475
224
—
1,339
Total expenses
100,882
22,064
20,450
5,368
148,764
Other income, net
(
6,220
)
(
1,319
)
(
1,742
)
—
(
9,281
)
Income from operations
128,239
28,194
22,231
2,514
181,178
Interest expense (income) allocation
29,951
4,255
6,070
(
1,893
)
38,383
Foreign currency exchange gain
—
—
(
53
)
—
(
53
)
Income before provision for income taxes
98,288
23,939
16,214
4,407
142,848
Provision for income taxes
25,850
6,296
4,264
1,159
37,569
Net income
$
72,438
$
17,643
$
11,950
$
3,248
$
105,279
Reconciliation of Segment Profit
Total segment gross profit
$
320,661
Segment operating expenses, net
148,764
Other income, net
(
9,281
)
Interest expense allocation
38,383
Foreign currency exchange loss
(
53
)
Gain on merger termination from WillScot Mobile Mini
6
(
180,000
)
WillScot Mobile Mini transaction costs
6
61,157
Income before provision for income taxes
261,691
Provision for income taxes
68,913
Net income
$
192,778
Other Selected Information
Rental equipment acquisitions
$
129,837
$
7,818
$
16,295
$
—
$
153,950
Accounts receivable, net (period end)
$
182,617
$
10,481
$
19,642
$
11,789
$
224,529
Rental equipment, at cost (period end)
$
1,398,475
$
241,620
$
356,979
$
—
$
1,997,074
Rental equipment, net book value (period end)
$
1,051,703
$
220,139
$
119,840
$
—
$
1,391,682
Utilization (period end)
2
76.5
%
62.0
%
59.0
%
Average utilization
2
78.0
%
66.1
%
56.8
%
1.
Gross Enviroplex sales revenues were $
40,762
and $
30,593
for the nine months ended September 30, 2025 and 2024, respectively. There were
no
inter-segment sales to Mobile Modular in the nine months ended September 30, 2025 and $
2
of inter-segment sales to Mobile Modular in the nine months ended September 30, 2024, which required elimination in consolidation.
2.
Utilization is calculated each month by dividing the cost of rental equipment on rent by the total cost of rental equipment excluding new equipment inventory and accessory equipment. The average utilization for the period is calculated using the average costs of rental equipment.
3.
The Significant Segment Expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
4.
Allocated corporate services costs are comprised of expenses incurred by the Company which are not directly incurred by each business segment as a part of their normal operations. These allocated indirect corporate costs primarily include wages and benefits, depreciation of corporate capital assets, information technology, legal, accounting and other administrative expenses.
5.
Other segment items for each reportable segment is primarily comprised of credit losses.
19
6.
During the nine months ended September 30, 2024, the Company received $
180.0
million in cash proceeds and incurred $
61.2
million in transaction costs attributed to the terminated merger with WillScot Mobile Mini.
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:
•
Gross profit decreased $4.7 million, or 4%, to $119.3 million in 2025. Mobile Modular’s gross profit decreased $6.7 million, or 7%, largely due to lower gross profit on sales and rental operations revenues. Portable Storage's gross profit decreased $0.7 million, or 5%, primarily due to lower gross profit on rental operations revenues. TRS-RenTelco’s gross profit increased $2.8 million, or 20%, primarily due to higher gross profit on rental revenues. Enviroplex’s gross profit was $4.5 million, representing a 1% decrease compared to the same period in 2024.
•
Selling and administrative expenses increased $3.2 million to $52.5 million, primarily due to a $1.6 million increase in marketing and administrative expenses and $1.3 million higher employees' salaries and benefit costs during the period.
•
During the three months ended September 30, 2024, the Company incurred $39.4 million in transaction costs related to the Merger Agreement with Willscot Mobile Mini that was terminated September 20, 2024. These significant costs that did not recur during the three months ended September 30, 2025, are reported separately on the Company’s condensed consolidated statements of income.
•
Interest expense decreased $4.5 million to $8.2 million, which was primarily attributed to $199.4 million lower average debt levels of the Company and a lower effective interest rate in 2025 of 5.81%, compared to 6.63% for the same period in 2024. The 26% decrease in average debt when compared to 2024 was primarily attributed to lower rental equipment purchases in 2025 and the proceeds received in 2024 from the terminated merger with WillScot Mobile Mini after transaction costs and income taxes.
•
Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 70%, 10% and 15%, respectively, compared to 71%, 12% and 9%, respectively, for the comparable 2024 period. These results are discussed on a segment basis below. Enviroplex pre-tax income contribution was 5% in both periods.
•
The provision for income taxes resulted in an effective tax rate of 27.7% and 26.4%, for the quarters ended September 30, 2025 and 2024, respectively.
•
Adjusted EBITDA decreased $7.5 million, or 7%, to $96.5 million in 2025.
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)
(dollar amounts in thousands)
Three Months Ended
September 30,
Increase (Decrease)
2025
2024
$
%
Revenues
Rental
$
83,168
$
81,508
$
1,660
2
%
Rental related services
44,544
42,396
2,148
5
%
Rental operations
127,712
123,904
3,808
3
%
Sales
52,334
65,994
(13,660
)
(21
)%
Other
1,422
1,509
(87
)
(6
)%
Total revenues
181,468
191,407
(9,939
)
(5
)%
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment
10,810
10,124
686
7
%
Rental related services
29,809
27,366
2,443
9
%
Other
24,199
20,549
3,650
18
%
Total direct costs of rental operations
64,818
58,039
6,779
12
%
Costs of sales
33,558
43,595
(10,037
)
(23
)%
Total costs of revenues
98,376
101,634
(3,258
)
(3
)%
Gross Profit
Rental
48,159
50,835
(2,676
)
(5
)%
Rental related services
14,735
15,030
(295
)
(2
)%
Rental operations
62,894
65,865
(2,971
)
(5
)%
Sales
18,776
22,399
(3,623
)
(16
)%
Other
1,422
1,509
(87
)
(6
)%
Total gross profit
83,092
89,773
(6,681
)
(7
)%
Expenses:
Selling and administrative expenses
35,389
34,028
1,361
4
%
Income from operations
47,703
55,745
(8,042
)
(14
)%
Interest expense allocation
6,597
9,979
(3,382
)
(34
)%
Pre-tax income
$
41,106
$
45,766
$
(4,660
)
(10
)%
Other Selected Information
Adjusted EBITDA
$
64,573
$
71,420
(6,847
)
(10
)%
Average rental equipment
1
$
1,328,245
$
1,240,950
$
87,295
7
%
Average rental equipment on rent
$
963,917
$
956,245
$
7,672
1
%
Average monthly total yield
2
2.09
%
2.19
%
(5
)%
Average utilization
3
72.6
%
77.1
%
(6
)%
Average monthly rental rate
4
2.88
%
2.84
%
1
%
Period end rental equipment
1
$
1,341,377
$
1,259,179
$
82,198
7
%
Period end utilization
3
71.9
%
76.5
%
(6
)%
1.
Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
2.
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.
3.
Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.
4.
Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.
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:
•
Gross Profit on Rental Revenues
– Rental revenues increased $1.7 million, or 2%, due to 1% higher average rental equipment on rent and 1% higher average monthly rental rates in 2025. As a percentage of rental revenues, depreciation was 13% in 2025 and 12% in 2024, and other direct costs were 29% and 25% in 2025 and 2024, respectively, which resulted in gross margin percentages of 58% in 2025, compared to 62% in 2024. The increase in other direct costs was primarily due to higher labor and material costs incurred during 2025 to prepare equipment to meet customer rental demand. The higher rental revenues, offset by lower rental margins, resulted in gross profit on rental revenues decreasing $2.7 million, or 5%, to $48.2 million in 2025.
•
Gross Profit on Rental Related Services
– Rental related services revenues increased $2.1 million, or 5%, compared to 2024. The increase in rental related services revenues was primarily attributable to higher site related services when compared to 2024. The increase in revenues together with lower gross margin percentage of 33% in 2025, compared to 35% in 2024, resulted in rental related services gross profit decreasing $0.3 million, or 2%, to $14.7 million in 2025.
•
Gross Profit on Sales
– Sales revenues decreased $13.7 million, or 21%, compared to 2024, due to lower new equipment sales. The higher gross margin percentage of 36% in 2025 compared to 34% in 2024, together with lower sales revenues, resulted in gross profit on sales decreasing $3.6 million, or 16%, to $18.8 million. The higher gross margin on sales in 2025 was primarily due to a higher mix of used versus new sales. Sales occur routinely as a normal part of Mobile Modular’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter and year to year depending on customer requirements, the scope of work to be performed, equipment availability and funding.
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
Portable Storage
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.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
Portable Storage – Three Months Ended 9/30/25 compared to Three Months Ended 9/30/24 (Unaudited)
(dollar amounts in thousands)
Three Months Ended
September 30,
Increase (Decrease)
2025
2024
$
%
Revenues
Rental
$
17,293
$
17,040
$
253
1
%
Rental related services
4,187
4,405
(218
)
(5
)%
Rental operations
21,480
21,445
35
0
%
Sales
2,693
1,411
1,282
91
%
Other
229
195
34
17
%
Total revenues
24,402
23,051
1,351
6
%
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment
1,056
1,006
50
5
%
Rental related services
4,739
4,280
459
11
%
Other
2,191
1,327
864
65
%
Total direct costs of rental operations
7,986
6,613
1,373
21
%
Costs of sales
1,629
906
723
80
%
Total costs of revenues
9,615
7,519
2,096
28
%
Gross Profit (Loss)
Rental
14,046
14,707
(661
)
(4
)%
Rental related services
(552
)
125
(677
)
nm
Rental operations
13,494
14,832
(1,338
)
(9
)%
Sales
1,064
505
559
111
%
Other
229
195
34
17
%
Total gross profit
14,787
15,532
(745
)
(5
)%
Expenses:
Selling and administrative expenses
7,912
6,790
1,122
17
%
Income from operations
6,875
8,742
(1,867
)
(21
)%
Interest expense allocation
994
1,388
(394
)
(28
)%
Pre-tax income
$
5,881
$
7,354
$
(1,473
)
(20
)%
Other Selected Information
Adjusted EBITDA
$
9,245
$
10,796
$
(1,551
)
(14
)%
Average rental equipment
1
$
237,227
$
229,231
$
7,996
3
%
Average rental equipment on rent
$
145,533
$
144,000
$
1,533
1
%
Average monthly total yield
2
2.43
%
2.48
%
(2
)%
Average utilization
3
61.4
%
62.8
%
(2
)%
Average monthly rental rate
4
3.96
%
3.94
%
1
%
Period end rental equipment
1
$
238,132
$
230,261
$
7,871
3
%
Period end utilization
3
62.1
%
62.0
%
0
%
1.
Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
2.
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.
3.
Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.
4.
Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.
26
nm
= Not meaningful
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:
•
Gross Profit on Rental Revenues
– Rental revenues increased $0.3 million, or 1%, due to 1% higher average rental equipment on rent and 1% higher average monthly rental rates in 2025 as compared to 2024. As a percentage of rental revenues, depreciation was 6% in both 2025 and 2024, and other direct costs were 13% and 8% in 2025 and 2024, respectively, which resulted in gross margin percentages of 81% and 86% in 2025 and in 2024, respectively. The higher rental revenues, offset by lower rental margins resulted in gross profit on rental revenues decreasing $0.7 million, or 4%, to $14.0 million in 2025.
•
Gross Profit on Rental Related Services
– Rental related services revenues decreased $0.2 million, or 5%, to $4.2 million in 2025. The gross margin on rental related services revenues was negative 13% in 2025, compared to 3% in 2024. The lower revenues coupled with lower gross margins in 2025, resulted in rental related services gross profit decreasing $0.7 million, when compared to 2024.
•
Gross Profit on Sales
– Sales revenues increased $1.3 million, primarily due to higher used equipment sales. The higher sales revenues and higher gross margins of 40% in 2025, compared to 36% in 2024, resulted in sales gross profit increasing $0.6 million to $1.1 million in 2025. Sales occur routinely as a normal part of Portable Storage’s rental business; however, these sales can fluctuate from period to period depending on customer requirements, equipment availability and funding.
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.
27
TRS-RenTelco
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.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
TRS-RenTelco – Three Months Ended 9/30/25 compared to Three Months Ended 9/30/24 (Unaudited)
(dollar amounts in thousands)
Three Months Ended
September 30,
Increase (Decrease)
2025
2024
$
%
Revenues
Rental
$
28,027
$
25,655
$
2,372
9
%
Rental related services
891
900
(9
)
(1
)%
Rental operations
28,918
26,555
2,363
9
%
Sales
7,347
7,604
(257
)
(3
)%
Other
624
642
(18
)
(3
)%
Total revenues
36,889
34,801
2,088
6
%
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment
10,002
10,851
(849
)
(8
)%
Rental related services
874
793
81
10
%
Other
5,918
5,376
542
10
%
Total direct costs of rental operations
16,794
17,020
(226
)
(1
)%
Costs of sales
3,231
3,688
(457
)
(12
)%
Total costs of revenues
20,025
20,708
(683
)
(3
)%
Gross Profit
Rental
12,107
9,428
2,679
28
%
Rental related services
17
107
(90
)
(84
)%
Rental operations
12,124
9,535
2,589
27
%
Sales
4,116
3,916
200
5
%
Other
624
642
(18
)
(3
)%
Total gross profit
16,864
14,093
2,771
20
%
Expenses:
Selling and administrative expenses
7,113
6,627
486
7
%
Income from operations
9,751
7,466
2,285
31
%
Interest expense allocation
1,250
1,949
(699
)
(36
)%
Foreign currency exchange loss (gain)
32
(216
)
(248
)
nm
Pre-tax income
$
8,469
$
5,733
$
2,736
48
%
Other Selected Information
Adjusted EBITDA
$
20,212
$
18,945
$
1,267
7
%
Average rental equipment
1
$
333,045
$
362,431
$
(29,386
)
(8
)%
Average rental equipment on rent
$
215,879
$
207,788
$
8,091
4
%
Average monthly total yield
2
2.81
%
2.36
%
19
%
Average utilization
3
64.8
%
57.3
%
13
%
Average monthly rental rate
4
4.33
%
4.12
%
5
%
Period end rental equipment
1
$
335,482
$
354,183
$
(18,701
)
(5
)%
Period end utilization
3
64.1
%
59.0
%
9
%
1.
Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
2.
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.
3.
Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.
4.
Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.
nm
= Not meaningful
28
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:
•
Gross Profit on Rental Revenues
– Rental revenues increased $2.4 million, or 9%, depreciation expense decreased $0.8 million, or 8%, and other direct costs increased by $0.5 million, or 10%, resulting in a 28% increase in gross profit on rental revenues to $12.1 million. As a percentage of rental revenues, depreciation was 36% and 42% in 2025 and 2024, respectively, and other direct costs were 21% in both 2025 and 2024, which resulted in a gross margin percentage of 43% and 37% in 2025 and 2024, respectively. The increase in rental revenues was due to a 4% increase in average rental equipment on rent and 5% higher average monthly rental rates in 2025, as compared to 2024.
•
Gross Profit on Sales
– Sales revenues decreased $0.3 million, or 3%, to $7.3 million in 2025. Gross profit on sales increased $0.2 million, or 5%, to $4.1 million, with gross margin percentages of 56% and 52% in 2025 and 2024, respectively. Sales occur as a normal part of TRS-RenTelco’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter depending on customer requirements and related mix of equipment sold, equipment availability and funding.
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
Overview
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:
•
Gross profit increased $5.7 million, or 2%, to $326.4 million in 2025. Mobile Modular’s gross profit decreased $1.1 million, or 1%, primarily due to lower gross profit on sales revenues, partly offset by higher gross profit on rental operations revenues. Portable Storage's gross profit decreased $5.2 million, or 11%, primarily due to lower gross profit on rental operations revenues. TRS-RenTelco’s gross profit increased $7.2 million, or 17%, primarily due to higher gross profit on rental revenues. Enviroplex’s gross profit increased $4.9 million due to higher sales revenue and an increase in sales margins in 2025.
•
Selling and administrative expenses increased $8.2 million to $157.0 million, primarily due to $3.8 million higher employees' salaries and benefit costs and $2.6 million higher marketing and administrative expenses.
•
During the nine months ended September 30, 2024, the Company incurred $61.2 million in transaction costs related to the Merger Agreement with Willscot Mobile Mini that was terminated on September 20, 2024. These significant costs are reported separately on the Company’s condensed consolidated statements of income.
•
Interest expense decreased $14.3 million to $24.1 million, which was primarily attributed to $209.9 million lower average debt levels of the Company and a lower effective interest rate in 2025 of 5.69% compared to 6.60% for the same period in 2024. The 27% decrease in average debt when compared to 2024 was primarily the result of lower rental equipment purchases in 2025 and the $180.0 million payment received from the terminated merger with WillScot Mobile Mini, net of transaction costs and income taxes, which was primarily used to pay down existing debt obligations.
•
Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 66%, 12% and 16%, respectively, compared to 69%, 17% and 11%, respectively, for the comparable 2024 period. These results are discussed on a segment basis below. Enviroplex pre-tax income contribution was 6% and 3% in 2025 and 2024, respectively.
•
The provision for income taxes resulted in an effective tax rate of 26.8% and 26.3%, for the periods ended September 30, 2025 and 2024, respectively.
•
Adjusted EBITDA decreased $2.2 million, or 1%, to $257.6 million in 2025.
30
Mobile Modular
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%.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
Mobile Modular – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)
(dollar amounts in thousands)
Nine Months Ended
September 30,
Increase (Decrease)
2025
2024
$
%
Revenues
Rental
$
243,572
$
236,040
$
7,532
3
%
Rental related services
106,191
95,450
10,741
11
%
Rental operations
349,763
331,490
18,273
6
%
Sales
115,308
127,251
(11,943
)
(9
)%
Other
4,303
4,795
(492
)
(10
)%
Total revenues
469,374
463,536
5,838
1
%
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment
32,105
29,994
2,111
7
%
Rental related services
69,999
62,974
7,025
11
%
Other
69,001
64,487
4,514
7
%
Total direct costs of rental operations
171,105
157,455
13,650
9
%
Costs of sales
76,483
83,180
(6,697
)
(8
)%
Total costs of revenues
247,588
240,635
6,953
3
%
Gross Profit
Rental
142,466
141,559
907
1
%
Rental related services
36,192
32,476
3,716
11
%
Rental operations
178,658
174,035
4,623
3
%
Sales
38,825
44,071
(5,246
)
(12
)%
Other
4,303
4,795
(492
)
(10
)%
Total gross profit
221,786
222,901
(1,115
)
(1
)%
Expenses:
Selling and administrative expenses
106,154
100,882
5,272
5
%
Other income, net
—
(6,220
)
(6,220
)
nm
Income from operations
115,632
128,239
(12,607
)
(10
)%
Interest expense allocation
19,509
29,951
(10,442
)
(35
)%
Pre-tax income
$
96,123
$
98,288
$
(2,165
)
(2
)%
Other Selected Information
Adjusted EBITDA
$
165,290
$
168,165
$
(2,875
)
(2
)%
Average rental equipment
1
$
1,304,716
$
1,206,361
$
98,355
8
%
Average rental equipment on rent
$
960,541
$
940,878
$
19,663
2
%
Average monthly total yield
2
2.07
%
2.17
%
(5
)%
Average utilization
3
73.6
%
78.0
%
(6
)%
Average monthly rental rate
4
2.82
%
2.79
%
1
%
Period end rental equipment
1
$
1,341,377
$
1,259,179
$
82,198
7
%
Period end utilization
3
71.9
%
76.5
%
(6
)%
1.
Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
2.
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.
3.
Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.
31
4.
Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.
nm
= Not meaningful
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:
•
Gross Profit on Rental Revenues
– Rental revenues increased $7.5 million, or 3%, due to 2% higher average rental equipment on rent and 1% higher average monthly rental rates in 2025. As a percentage of rental revenues, depreciation was 13% in both 2025 and 2024, and other direct costs were 28% in 2025 and 27% in 2024, which resulted in gross margin percentages of 58% in 2025, compared to 60% in 2024. The higher rental revenues, partly offset by lower rental margins, resulted in gross profit on rental revenues increasing $0.9 million, or 1%, to $142.5 million in 2025.
•
Gross Profit on Rental Related Services
– Rental related services revenues increased $10.7 million, or 11%, compared to 2024. The increase in rental related services revenues was primarily attributable to higher site related services and delivery revenues, partly offset by lower return delivery and dismantle revenues. The increase in revenues accompanied by a comparable gross margin percentage of 34% in 2025, resulted in rental related services gross profit increasing $3.7 million, or 11%, to $36.2 million in 2025.
•
Gross Profit on Sales
– Sales revenues decreased $11.9 million, or 9%, compared to 2024, due to lower new equipment sales. The lower gross margin percentage of 34% in 2025 compared to 35% in 2024, coupled with lower sales revenue, resulted in gross profit on sales decreasing $5.2 million, or 12%, to $38.8 million. The lower total gross margin on sales in 2025 was primarily due to a reduction in new equipment sales margins. Sales occur routinely as a normal part of Mobile Modular’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter and year to year depending on customer requirements, the scope of work to be performed, equipment availability and funding.
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.
32
Portable Storage
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%.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
Portable Storage – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)
(dollar amounts in thousands)
Nine Months Ended
September 30,
Increase (Decrease)
2025
2024
$
%
Revenues
Rental
$
50,307
$
53,270
$
(2,963
)
(6
)%
Rental related services
12,212
13,768
(1,556
)
(11
)%
Rental operations
62,519
67,038
(4,519
)
(7
)%
Sales
5,649
3,889
1,760
45
%
Other
846
907
(61
)
(7
)%
Total revenues
69,014
71,834
(2,820
)
(4
)%
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment
3,125
2,971
154
5
%
Rental related services
12,976
13,212
(236
)
(2
)%
Other
5,636
4,322
1,314
30
%
Total direct costs of rental operations
21,737
20,505
1,232
6
%
Costs of sales
3,509
2,390
1,119
47
%
Total costs of revenues
25,246
22,895
2,351
10
%
Gross Profit (Loss)
Rental
41,546
45,977
(4,431
)
(10
)%
Rental related services
(764
)
556
(1,320
)
nm
Rental operations
40,782
46,533
(5,751
)
(12
)%
Sales
2,140
1,499
641
43
%
Other
846
907
(61
)
(7
)%
Total gross profit
43,768
48,939
(5,171
)
(11
)%
Expenses:
Selling and administrative expenses
23,014
22,064
950
4
%
Other income, net
—
(1,319
)
(1,319
)
nm
Income from operations
20,754
28,194
(7,440
)
(26
)%
Interest expense allocation
2,847
4,255
(1,408
)
(33
)%
Pre-tax income
$
17,907
$
23,939
$
(6,032
)
(25
)%
Other Selected Information
Adjusted EBITDA
$
27,666
$
33,333
$
(5,667
)
(17
)%
Average rental equipment
1
$
234,957
$
226,373
$
8,584
4
%
Average rental equipment on rent
$
142,830
$
149,705
$
(6,875
)
(5
)%
Average monthly total yield
2
2.38
%
2.61
%
(9
)%
Average utilization
3
60.8
%
66.1
%
(8
)%
Average monthly rental rate
4
3.91
%
3.95
%
(1
)%
Period end rental equipment
1
$
238,132
$
230,261
$
7,871
3
%
Period end utilization
3
62.1
%
62.0
%
0
%
1.
Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
2.
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.
3.
Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.
33
4.
Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.
nm
= Not meaningful
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:
•
Gross Profit on Rental Revenues
– Rental revenues decreased $3.0 million, or 6%, due to 1% lower average monthly rental rates and 5% lower average rental equipment on rent in 2025. As a percentage of rental revenues, depreciation was 6% in both 2025 and 2024, and other direct costs were 11% and 8% in 2025 and 2024, respectively, which resulted in gross margin percentage of 83% and 86% in 2025 and 2024, respectively. The lower rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $4.4 million, or 10%, to $41.5 million in 2025.
•
Gross Profit on Rental Related Services
– Rental related services revenues decreased $1.6 million, or 11%, to $12.2 million in 2025. The gross margin on rental related services revenues was negative 6% in 2025, compared to 4% in 2024. The lower revenues coupled with lower gross margins in 2025, resulted in rental related services gross profit decreasing $1.3 million, when compared to 2024.
•
Gross Profit on Sales
– Sales revenues increased $1.8 million, primarily due to higher used equipment sales. The higher sales revenues and lower gross margins of 38% in 2025, compared to 39% in 2024, resulted in sales gross profit increasing $0.6 million, or 43%, to $2.1 million in 2025. Sales occur routinely as a normal part of Portable Storage’s rental business; however, these sales can fluctuate from period to period depending on customer requirements, equipment availability and funding.
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.
34
TRS-RenTelco
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%.
The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.
TRS-RenTelco – Nine Months Ended 9/30/25 compared to Nine Months Ended 9/30/24 (Unaudited)
(dollar amounts in thousands)
Nine Months Ended
September 30,
Increase (Decrease)
2025
2024
$
%
Revenues
Rental
$
80,707
$
76,398
$
4,309
6
%
Rental related services
2,618
2,422
196
8
%
Rental operations
83,325
78,820
4,505
6
%
Sales
23,039
20,261
2,778
14
%
Other
1,960
2,153
(193
)
(9
)%
Total revenues
108,324
101,234
7,090
7
%
Costs and Expenses
Direct costs of rental operations:
Depreciation of rental equipment
29,569
33,547
(3,978
)
(12
)%
Rental related services
2,237
2,029
208
10
%
Other
16,842
15,373
1,469
10
%
Total direct costs of rental operations
48,648
50,949
(2,301
)
(5
)%
Costs of sales
11,574
9,346
2,228
24
%
Total costs of revenues
60,222
60,295
(73
)
(0
)%
Gross Profit
Rental
34,296
27,478
6,818
25
%
Rental related services
381
393
(12
)
(3
)%
Rental operations
34,677
27,871
6,806
24
%
Sales
11,465
10,915
550
5
%
Other
1,960
2,153
(193
)
(9
)%
Total gross profit
48,102
40,939
7,163
17
%
Expenses:
Selling and administrative expenses
21,871
20,450
1,421
7
%
Other income, net
—
(1,742
)
(1,742
)
nm
Income from operations
26,231
22,231
4,000
18
%
Interest expense allocation
3,660
6,070
(2,410
)
(40
)%
Foreign currency exchange gain
(54
)
(53
)
1
2
%
Pre-tax income
$
22,625
$
16,214
$
6,411
40
%
Other Selected Information
Adjusted EBITDA
$
57,463
$
55,426
$
2,037
4
%
Average rental equipment
1
$
334,389
$
367,137
$
(32,748
)
(9
)%
Average rental equipment on rent
$
212,433
$
208,639
$
3,794
2
%
Average monthly total yield
2
2.68
%
2.31
%
16
%
Average utilization
3
63.5
%
56.8
%
12
%
Average monthly rental rate
4
4.22
%
4.07
%
4
%
Period end rental equipment
1
$
335,482
$
354,183
$
(18,701
)
(5
)%
Period end utilization
3
64.1
%
59.0
%
9
%
1.
Average and Period end rental equipment represents the cost of rental equipment, excluding new equipment inventory and accessory equipment.
2.
Average monthly total yield is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment, for the period.
3.
Period end utilization is calculated by dividing the cost of rental equipment on rent by the total cost of rental equipment, excluding new rental equipment inventory and accessory equipment. Average utilization for the period is calculated using the average month end costs of rental equipment.
35
4.
Average monthly rental rate is calculated by dividing the averages of monthly rental revenues by the cost of rental equipment on rent, for the period.
nm
= Not meaningful
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:
•
Gross Profit on Rental Revenues
– Rental revenues increased $4.3 million, or 6%, depreciation expense decreased $4.0 million, or 12%, and other direct costs increased by $1.5 million, or 10%, resulting in a 25% increase in gross profit on rental revenues to $34.3 million. As a percentage of rental revenues, depreciation was 37% and 44% in 2025 and 2024, respectively, and other direct costs were 21% and 20%, in 2025 and 2024, respectively, which resulted in a gross margin percentage of 42% and 36% in 2025 and 2024, respectively. The increase in rental revenues was due to a 2% increase in average rental equipment on rent and 4% higher average monthly rental rates in 2025, as compared to 2024.
•
Gross Profit on Sales
– Sales revenues increased $2.8 million, or 14%, to $23.0 million in 2025. Gross profit on sales was $11.5 million, an increase of $0.6 million, or 5%, compared to 2024, with a lower gross margin percentage of 50% in 2025, compared to 54% in 2024. Sales occur as a normal part of TRS-RenTelco’s rental business; however, these sales and related gross margins can fluctuate from quarter to quarter depending on customer requirements and related mix of equipment sold, equipment availability and funding.
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
Adjusted EBITDA
To supplement the Company’s financial data presented on a basis consistent with accounting principles generally accepted in the United States of America (“GAAP”), the Company presents “Adjusted EBITDA”, which is defined by the Company as net income before interest expense, provision for income taxes, depreciation, amortization, non-cash impairment costs, share-based compensation, transaction costs, gains on property sales and non-operating transactions. The Company presents Adjusted EBITDA as a financial measure as management believes it provides useful information to investors regarding the Company’s liquidity and financial condition and because management, as well as the Company’s lenders, use this measure in evaluating the performance of the Company.
Management uses Adjusted EBITDA as a supplement to GAAP measures to further evaluate period-to-period operating performance, compliance with financial covenants in the Company’s revolving lines of credit and senior notes and the Company’s ability to meet future capital expenditure and working capital requirements. Management believes the exclusion of non-cash charges and non-recurring transactions, including share-based compensation, transaction costs and gains on property sales is useful in measuring the Company’s cash available for operations and performance of the Company. Because management finds Adjusted EBITDA useful, the Company believes its investors will also find Adjusted EBITDA useful in evaluating the Company’s performance.
Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows, or other consolidated income or cash flow data prepared in accordance with GAAP or as a measure of the Company’s profitability or liquidity. Adjusted EBITDA is not in accordance with or an alternative for GAAP and may be different from non−GAAP measures used by other companies. Unlike EBITDA, which may be used by other companies or investors, Adjusted EBITDA does not include share-based compensation charges, transaction costs, gains on property sales and non-operating transactions. The Company believes that Adjusted EBITDA is of limited use in that it does not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP and does not accurately reflect real cash flow. In addition, other companies may not use Adjusted EBITDA or may use other non-GAAP measures, limiting the usefulness of Adjusted EBITDA for purposes of comparison. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that the Company will not incur expenses that are the same as or similar to the adjustments in this presentation. Therefore, Adjusted EBITDA should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures. The Company compensates for the limitations of Adjusted EBITDA by relying upon GAAP results to gain a complete picture of the Company’s performance. Because Adjusted EBITDA is a non-GAAP financial measure, as defined by the SEC, the Company includes in the tables below reconciliations of Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Reconciliation of Net Income to Adjusted EBITDA
(dollar amounts in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
Twelve Months Ended
September 30,
2025
2024
2025
2024
2025
2024
Net income
$
42,297
$
149,317
$
106,479
$
192,778
$
145,428
$
224,799
Provision for income taxes
16,211
53,502
38,900
68,913
51,909
80,586
Interest expense
8,176
12,642
24,130
38,383
32,988
50,509
Depreciation and amortization
26,978
26,693
79,717
80,824
106,348
108,357
EBITDA
93,662
242,154
249,226
380,898
336,673
464,251
Share-based compensation
2,766
2,393
8,088
6,949
10,641
9,951
Transaction costs
3
98
39,436
253
61,157
2,255
62,732
Other income, net
4
—
—
—
(9,281
)
—
(9,340
)
Gain on merger termination from WillScot Mobile Mini
5
—
(180,000
)
—
(180,000
)
—
(180,000
)
Adjusted EBITDA
1
$
96,526
$
103,983
$
257,567
$
259,723
$
349,569
$
347,594
Adjusted EBITDA margin
2
38
%
39
%
37
%
38
%
38
%
39
%
1.
Adjusted EBITDA is defined as income from operations before interest expense, provision for income taxes, depreciation, amortization, share-based compensation, other income, net and non-operating transactions.
2.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenues for the period.
3.
Transaction costs include acquisition and divestiture related legal and professional fees and other costs specific to these transactions.
4.
Other income, net consists of net gains on property, plant and equipment sales that are infrequent in nature and excluded from Adjusted EBITDA.
5.
The gain on merger termination from WillScot Mobile Mini was considered a non-operating transaction and is excluded from Adjusted EBITDA.
37
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA
(dollar amounts in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
Twelve Months Ended
September 30,
2025
2024
2025
2024
2025
2024
Net cash provided by operating activities
$
65,071
$
198,967
$
174,765
$
337,596
$
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
)
Deferred income
(5,378
)
10,699
(20,502
)
(12,497
)
(6,413
)
(18,681
)
Amortization of debt issuance costs
(159
)
(2
)
(204
)
(6
)
(264
)
(8
)
Foreign currency exchange (loss) gain
(32
)
216
54
53
(214
)
197
Gain on sale of used rental equipment
13,514
9,648
30,188
25,185
40,088
33,863
Income taxes paid, net of refunds received
751
773
6,537
(3,826
)
46,887
78,192
Interest paid
8,887
13,944
24,869
40,338
32,855
51,123
Adjusted EBITDA
1
$
96,526
$
103,983
$
257,567
$
259,723
$
349,569
$
347,594
1.
Adjusted EBITDA is defined as income from operations before interest expense, provision for income taxes, depreciation, amortization, share-based compensation, other income, net and non-operating transactions.
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:
•
Permit the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Facility and the Note Purchase Agreement (as defined and more fully described under the heading “Liquidity and Capital Resources” in this MD&A)) of Adjusted EBITDA (as defined in the Credit Facility and the Note Purchase Agreement) to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1. At September 30, 2025, the actual ratio was 3.69 to 1.
•
Permit the Consolidated Leverage Ratio of funded debt (as defined in the Credit Facility and the Note Purchase Agreement) to Adjusted EBITDA at any time during any period of four consecutive quarters to be greater than 2.75 to 1. At September 30, 2025, the actual ratio was 1.58 to 1.
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
38
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):
•
Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter to be less than 2.50 to 1. At September 30, 2025, the actual ratio was 3.69 to 1.
•
Permit the Consolidated Leverage Ratio at any time during any period of four consecutive fiscal quarters to be greater than 2.75 to 1. At September 30, 2025, the actual ratio was 1.58 to 1.
39
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.
40
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):
•
Permit the Consolidated Fixed Charge Coverage Ratio of EBITDA to fixed charges as of the end of any fiscal quarter to be less than 2.50 to 1. At September 30, 2025, the actual ratio was 3.69 to 1.
•
Permit the Consolidated Leverage Ratio of funded debt to EBITDA at any time during any period of four consecutive quarters to be greater than 2.75 to 1. At September 30, 2025, the actual ratio was 1.58 to 1.
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.
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
None.
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.
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).
44
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
McGrath RentCorp
By:
/s/ Keith E. Pratt
Keith E. Pratt
Executive Vice President and Chief Financial Officer
By:
/s/ David M. Whitney
David M. Whitney
Senior Vice President and Chief Accounting Officer
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