McGrath RentCorp

10/28/2026 | Press release | Distributed by Public on 10/28/2026 14:01

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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. 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.

This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in Part I-Item 1 of this Form 10-Q and the Consolidated Financial Statements and related Notes and the Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 25, 2026 (the "2025 Annual Report"). In preparing the following MD&A, we presume that readers have access to and have read the MD&A in our 2025 Annual Report, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K.

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, 2026, Mobile Modular, Portable Storage, TRS-RenTelco and Enviroplex contributed 60%, 9%, 23% and 8% of the Company's income before provision for taxes (the equivalent of "pretax income"), respectively, compared to 66%, 12%, 16% and 6% for the same period in 2025.

The Company generates its revenues primarily from the rental of its equipment on operating leases and from sales of equipment occurring in the normal course of business. The Company requires significant capital outlay to purchase its rental inventory and recovers its investment through rental and sales revenues. Rental revenues and certain other service revenues negotiated as part of lease agreements with customers and related costs are recognized on a straight-line basis over the terms of the leases. Sales revenues and related costs are recognized upon delivery and installation of the equipment to customers. Sales revenues are less predictable and can fluctuate from quarter to quarter and year to year depending on customer demands and requirements. Generally, rental revenues less cash operating costs recover the equipment's capitalized cost in a short period of time relative to the equipment's potential rental life and when sold, sale proceeds are usually above its net book value.

The Company's modular revenues (consisting of revenues from Mobile Modular, Kitchens To Go and Enviroplex) are derived from rentals and sales to commercial and education customers. Modular revenues are affected by demand for classrooms, which in turn is affected by shifting and fluctuating school populations, the levels of state funding to public schools, the need for temporary classroom space during reconstruction of older schools and changes in policies regarding class size. As a result of any reduced funding, lower expenditures by these schools may result in certain planned programs to increase the number of classrooms, such as those that the Company provides, to be postponed or terminated. However, reduced expenditures may also result in schools reducing their long-term facility construction projects in favor of using the Company's modular classroom solutions. At this time, the Company can provide no assurances as to whether public schools will either reduce or increase their demand for the Company's modular classrooms as a result of fluctuations in state funding of public schools. Looking forward, the Company believes that any interruption in the passage of facility bonds or contraction of class size reduction programs by public schools may have a material adverse effect on both rental and sales revenues of the Company. (For more information, see "Item 1. Business - Relocatable Modular Buildings - Classroom Rentals and Sales to Public Schools (K-12)" in the Company's 2025 Annual Report and "Item 1a. Risk Factors - Significant reductions of, or delays in, funding to public schools have caused the demand and pricing for our modular classroom units to decline, which has in the past caused, and may cause in the future, a reduction in our revenues and profitability" in Part II of the Company's 2025 Annual Report)

Revenues of Portable Storage consists of the rental and sale of steel containers and ground level offices to provide a temporary storage solution that is delivered to the customer's location and addresses the need for secure temporary storage with immediate access to the unit. The portable storage container rental market in the U.S. has a large and diverse number of market segments including construction, retail, commercial and industrial, energy and petrochemical, manufacturing, education and healthcare.

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 76% and 72% of consolidated revenues in the nine months ended September 30, 2026 and 2025, respectively. Of the total rental operations revenues for the nine months ended September 30, 2026, Mobile Modular, Portable Storage and TRS-RenTelco comprised 69%, 12% and 19%, respectively, compared to 71%, 12% and 17%, respectively, in the same period of 2025. The Company's direct costs of rental operations include depreciation of rental equipment, rental related service costs, impairment of rental equipment (if applicable), and other direct costs of rental operations (which include direct labor, supplies, repairs, insurance, property taxes, license fees, cost of sub-rentals and amortization of certain lease costs).

The Company's Mobile Modular, Portable Storage and TRS-RenTelco business segments sell modular units, storage containers and electronic test equipment, respectively, which are either new or previously rented. In addition, Enviroplex sells new modular buildings used primarily as classrooms in California. For the nine months ended September 30, 2026 and 2025, sales and other revenues of modular, container and electronic test equipment comprised approximately 24% and 28% of the Company's consolidated revenues, respectively. Of the total sales and other revenues from operations for the nine months ended September 30, 2026 and 2025, Mobile Modular and Enviroplex together comprised 80% and 84%, respectively, Portable Storage comprised 4% and 3%, respectively, and TRS-RenTelco comprised 16% and 13%, 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 18, 2026, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.495 per common share for the quarter ended September 30, 2026, 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. 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.

Results of Operations

Three Months Ended September 30, 2026 Compared to

Three Months Ended September 30, 2025

Overview

Consolidated revenues for the three months ended September 30, 2026, increased 7% to $274.6 million from $256.4 million for the same period in 2025. Consolidated net income for the three months ended September 30, 2026, increased 15% to $48.8 million from $42.3 million for the same period in 2025. Earnings per diluted share for the three months ended September 30, 2026, increased 16% to $2.00, from $1.72 for the same period in 2025. The increase in consolidated net income and earnings per diluted share during the period was primarily attributed to higher gross profit at Enviroplex and TRS-RenTelco when compared to the same period in 2025.

For the three months ended September 30, 2026, on a consolidated basis:

•
Gross profit increased $11.6 million to $130.9 million in 2026. Mobile Modular's gross profit decreased $0.2 million to $82.9 million, primarily due to lower gross profit on sales and other revenues, partly offset by higher gross profit on rental operations revenues. Portable Storage's gross profit decreased $1.4 million, or 9%, primarily due to lower gross profit on rental operations revenues. TRS-RenTelco's gross profit increased $5.0 million, or 30%, primarily due to higher gross profit on rental and sales revenues. Enviroplex's gross profit increased $8.2 million to $12.7 million due to higher sales revenues and higher gross margin in 2026.
•
Selling and administrative expenses increased $4.4 million, or 8%, to $56.9 million, primarily attributed to $2.7 million higher marketing and administrative expenses and $1.8 million higher employees' salaries and benefit costs.
•
Interest expense decreased $0.2 million, or 3%, to $8.0 million, which was primarily attributed to a lower effective interest rate in 2026 of 5.31%, compared to 5.81% for the same period in 2025, partly offset by $36.9 million higher average debt levels of the Company.
•
Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 57%, 6% and 19%, respectively, compared to 70%, 10% and 15%, respectively, for the comparable 2025 period. These results are discussed on a segment basis below. Enviroplex pre-tax income contribution was 18% in 2026, compared to 5% in 2025. The higher pre-tax income contribution from Enviroplex was primarily due to $12.0 million higher sales revenues and increased gross margin in 2026.
•
The provision for income taxes resulted in an effective tax rate of 26.0% and 27.7%, for the quarters ended September 30, 2026 and 2025, respectively.
•
Adjusted EBITDA increased $10.0 million, or 10%, to $106.5 million in 2026.

Mobile Modular

For the three months ended September 30, 2026, Mobile Modular's total revenues decreased $1.5 million, or 1%, to $179.9 million compared to the same period in 2025, primarily due to lower sales revenues, partly offset by higher rental operations revenues. Higher gross profit on rental operations revenues, offset by lower gross profit on sales and other revenues, and higher selling and administrative expenses, resulted in a $3.3 million decrease in pre-tax income to $37.9 million for the three months ended September 30, 2026, from $41.1 million for the same period in 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

Mobile Modular - Three Months Ended 9/30/26 compared to Three Months Ended 9/30/25 (Unaudited)

(dollar amounts in thousands)

Three Months Ended
September 30,

Increase (Decrease)

2026

2025

$

%

Revenues

Rental

$

86,901

$

83,168

$

3,733

4

%

Rental related services

44,648

44,544

104

0

%

Rental operations

131,549

127,712

3,837

3

%

Sales

47,053

52,334

(5,281

)

(10

)%

Other

1,323

1,422

(99

)

(7

)%

Total revenues

179,925

181,468

(1,543

)

(1

)%

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

11,962

10,810

1,152

11

%

Rental related services

28,923

29,809

(886

)

(3

)%

Other

25,945

24,199

1,746

7

%

Total direct costs of rental operations

66,830

64,818

2,012

3

%

Costs of sales

30,210

33,558

(3,348

)

(10

)%

Total costs of revenues

97,040

98,376

(1,336

)

(1

)%

Gross Profit

Rental

48,994

48,159

835

2

%

Rental related services

15,725

14,735

990

7

%

Rental operations

64,719

62,894

1,825

3

%

Sales

16,843

18,776

(1,933

)

(10

)%

Other

1,323

1,422

(99

)

(7

)%

Total gross profit

82,885

83,092

(207

)

(0

)%

Expenses:

Selling and administrative expenses

38,320

35,389

2,931

8

%

Income from operations

44,565

47,703

(3,138

)

(7

)%

Interest expense allocation

6,714

6,597

117

2

%

Pre-tax income

$

37,851

$

41,106

$

(3,255

)

(8

)%

Other Selected Information

Adjusted EBITDA

$

62,637

$

64,573

(1,936

)

(3

)%

Average rental equipment 1

$

1,458,867

$

1,328,245

$

130,622

10

%

Average rental equipment on rent

$

1,023,970

$

963,917

$

60,053

6

%

Average monthly total yield 2

1.99

%

2.09

%

(5

)%

Average utilization 3

70.2

%

72.6

%

(3

)%

Average monthly rental rate 4

2.83

%

2.88

%

(2

)%

Period end rental equipment 1

$

1,480,329

$

1,341,377

$

138,952

10

%

Period end utilization 3

70.1

%

71.9

%

(3

)%

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.

Mobile Modular's gross profit for the three months ended September 30, 2026, decreased $0.2 million to $82.9 million. For the three months ended September 30, 2026, compared to the same period in 2025:

•
Gross Profit on Rental Revenues - Rental revenues increased $3.7 million, or 4%, due to 6% higher average rental equipment on rent, partly offset by 2% lower average monthly rental rates in 2026. As a percentage of rental revenues, depreciation was 14% and 13% in 2026 and 2025, respectively, and other direct costs were 30% in 2026 and 29% in 2025, which resulted in gross margin percentages of 56% in 2026, compared to 58% in 2025. The higher rental revenues and lower rental margins resulted in gross profit on rental revenues increasing $0.8 million, or 2%, to $49.0 million in 2026.
•
Gross Profit on Rental Related Services - Rental related services revenues increased $0.1 million compared to 2025. The increase in rental related services revenues was primarily attributable to higher delivery and dismantle revenues, partly offset by lower site related services revenues. The increase in rental related services revenues and higher gross margin percentage of 35% in 2026, compared to 33% in 2025, resulted in rental related services gross profit increasing $1.0 million, or 7%, to $15.7 million in 2026.
•
Gross Profit on Sales - Sales revenues decreased $5.3 million, or 10%, compared to 2025, primarily due to lower new equipment sales. The lower sales revenues and comparable gross margin percentage of 36% resulted in gross profit on sales decreasing $1.9 million, or 10%, to $16.8 million. 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, 2026, selling and administrative expenses increased $2.9 million, or 8%, to $38.3 million. The increase in selling and administrative expenses was primarily attributed to a $1.5 million increase in employees' salaries and benefit costs and $1.2 million higher marketing and administrative expenses.

Portable Storage

For the three months ended September 30, 2026, Portable Storage's total revenues decreased $0.7 million, or 3%, to $23.7 million compared to the same period in 2025, primarily due to lower rental and sales revenues, partly offset by higher rental related services revenues. Lower gross profit on rental operations and sales revenues, together with higher selling and administrative expenses, partly offset by lower allocated interest expense, resulted in a decrease in pre-tax income of $1.7 million, or 29%, to $4.2 million in 2026.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

Portable Storage - Three Months Ended 9/30/26 compared to Three Months Ended 9/30/25 (Unaudited)

(dollar amounts in thousands)

Three Months Ended
September 30,

Increase (Decrease)

2026

2025

$

%

Revenues

Rental

$

16,769

$

17,293

$

(524

)

(3

)%

Rental related services

4,416

4,187

229

5

%

Rental operations

21,185

21,480

(295

)

(1

)%

Sales

2,267

2,693

(426

)

(16

)%

Other

218

229

(11

)

(5

)%

Total revenues

23,670

24,402

(732

)

(3

)%

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

1,104

1,056

48

5

%

Rental related services

5,524

4,739

785

17

%

Other

2,222

2,191

31

1

%

Total direct costs of rental operations

8,850

7,986

864

11

%

Costs of sales

1,425

1,629

(204

)

(13

)%

Total costs of revenues

10,275

9,615

660

7

%

Gross Profit (Loss)

Rental

13,443

14,046

(603

)

(4

)%

Rental related services

(1,108

)

(552

)

(556

)

nm

Rental operations

12,335

13,494

(1,159

)

(9

)%

Sales

842

1,064

(222

)

(21

)%

Other

218

229

(11

)

(5

)%

Total gross profit

13,395

14,787

(1,392

)

(9

)%

Expenses:

Selling and administrative expenses

8,328

7,912

416

5

%

Income from operations

5,067

6,875

(1,808

)

(26

)%

Interest expense allocation

872

994

(122

)

(12

)%

Pre-tax income

$

4,195

$

5,881

$

(1,686

)

(29

)%

Other Selected Information

Adjusted EBITDA

$

7,375

$

9,245

$

(1,870

)

(20

)%

Average rental equipment 1

$

242,827

$

237,227

$

5,600

2

%

Average rental equipment on rent

$

143,554

$

145,533

$

(1,979

)

(1

)%

Average monthly total yield 2

2.30

%

2.43

%

(5

)%

Average utilization 3

59.1

%

61.4

%

(4

)%

Average monthly rental rate 4

3.89

%

3.96

%

(2

)%

Period end rental equipment 1

$

242,810

$

238,132

$

4,678

2

%

Period end utilization 3

60.6

%

62.1

%

(2

)%

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

Portable Storage's gross profit for the three months ended September 30, 2026, decreased $1.4 million, or 9%, to $13.4 million. For the three months ended September 30, 2026, compared to the same period in 2025:

•
Gross Profit on Rental Revenues - Rental revenues decreased $0.5 million, or 3%, due to 1% lower average rental equipment on rent and 2% lower average monthly rental rates in 2026. As a percentage of rental revenues, depreciation was 7% and 6% in 2026 and 2025, respectively, and other direct costs were 13% in both periods, which resulted in gross margin percentage of 80% and 81% in 2026 and 2025, respectively. The lower rental revenues and lower rental margins resulted in gross profit on rental revenues decreasing $0.6 million, or 4%, to $13.4 million in 2026.
•
Gross Profit on Rental Related Services - Rental related services revenues increased 5% to $4.4 million in 2026. The gross margin on rental related services revenues was negative 25% in 2026, compared to negative 13% in 2025, primarily due to higher trucking related costs. The higher revenues coupled with lower gross margins in 2026 resulted in rental related services gross profit decreasing $0.6 million, when compared to 2025.
•
Gross Profit on Sales- Sales revenues decreased $0.4 million, or 16%, to $2.3 million in 2026. The lower sales revenues and lower gross margin of 37% in 2026, compared to 40% in 2025, resulted in a $0.2 million decrease in gross profit on sales revenues to $0.8 million in 2026. 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, 2026, Portable Storage's selling and administrative expenses increased $0.4 million, or 5%, to $8.3 million, primarily attributed to $0.5 million higher marketing and administrative expenses, partly offset by $0.1 million lower employees' salaries and benefit costs.

TRS-RenTelco

For the three months ended September 30, 2026, TRS-RenTelco's total revenues increased $8.4 million, or 23%, to $45.3 million, compared to the same period in 2025, primarily due to higher rental operations and sales revenues. The total revenue increase, together with higher gross profit on rental and sales revenues and lower interest expense, partly offset by lower gross profit on rental related services revenues and an increase in selling and administrative expenses, resulted in an increase in pre-tax income of $4.0 million, or 47%, to $12.5 million for the three months ended September 30, 2026, when compared to 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

TRS-RenTelco - Three Months Ended 9/30/26 compared to Three Months Ended 9/30/25 (Unaudited)

(dollar amounts in thousands)

Three Months Ended
September 30,

Increase (Decrease)

2026

2025

$

%

Revenues

Rental

$

35,387

$

28,027

$

7,360

26

%

Rental related services

1,354

891

463

52

%

Rental operations

36,741

28,918

7,823

27

%

Sales

7,879

7,347

532

7

%

Other

692

624

68

11

%

Total revenues

45,312

36,889

8,423

23

%

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

11,468

10,002

1,466

15

%

Rental related services

1,782

874

908

104

%

Other

6,764

5,918

846

14

%

Total direct costs of rental operations

20,014

16,794

3,220

19

%

Costs of sales

3,428

3,231

197

6

%

Total costs of revenues

23,442

20,025

3,417

17

%

Gross Profit

Rental

17,155

12,107

5,048

42

%

Rental related services

(428

)

17

(445

)

nm

Rental operations

16,727

12,124

4,603

38

%

Sales

4,451

4,116

335

8

%

Other

692

624

68

11

%

Total gross profit

21,870

16,864

5,006

30

%

Expenses:

Selling and administrative expenses

8,194

7,113

1,081

15

%

Income from operations

13,676

9,751

3,925

40

%

Interest expense allocation

1,212

1,250

(38

)

(3

)%

Foreign currency exchange loss (gain)

6

32

(26

)

nm

Pre-tax income

$

12,458

$

8,469

$

3,989

47

%

Other Selected Information

Adjusted EBITDA

$

25,739

$

20,212

$

5,527

27

%

Average rental equipment 1

$

366,209

$

333,045

$

33,164

10

%

Average rental equipment on rent

$

255,922

$

215,879

$

40,043

19

%

Average monthly total yield 2

3.22

%

2.81

%

15

%

Average utilization 3

69.9

%

64.8

%

8

%

Average monthly rental rate 4

4.61

%

4.33

%

6

%

Period end rental equipment 1

$

379,840

$

335,482

$

44,358

13

%

Period end utilization 3

71.9

%

64.1

%

12

%

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

TRS-RenTelco's gross profit for the three months ended September 30, 2026 increased $5.0 million, or 30%, to $21.9 million. For the three months ended September 30, 2026 compared to the same period in 2025:

•
Gross Profit on Rental Revenues - Rental revenues increased $7.4 million, or 26%, depreciation expense increased $1.5 million, or 15%, and other direct costs increased by $0.8 million, or 14%, resulting in a $5.0 million, or 42% increase in gross profit on rental revenues to $17.2 million. As a percentage of rental revenues, depreciation was 32% and 36% in 2026 and 2025, respectively, and other direct costs were 19% and 21% in 2026 and 2025, respectively, which resulted in a gross margin percentage of 49% in 2026 compared to 43% in 2025.
•
Gross Profit on Sales - Sales revenues increased $0.5 million, or 7%, to $7.9 million in 2026. Gross profit on sales increased $0.3 million, or 8%, to $4.5 million, with a comparable gross margin percentage of 56% in 2026. 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, 2026, selling and administrative expenses increased $1.1 million, or 15%, to $8.2 million, primarily attributed to $0.6 million higher allocated corporate expenses and $0.3 million higher marketing and administrative costs.

Nine Months Ended September 30, 2026 Compared to

Nine Months Ended September 30, 2025

Overview

Consolidated revenues for the nine months ended September 30, 2026, increased 1% to $694.3 million, from $687.5 million for the same period in 2025. Consolidated net income for the nine months ended September 30, 2026, increased 3% to $109.5 million, from $106.5 million for the same period in 2025. Earnings per diluted share for the nine months ended September 30, 2026, increased $0.14 to $4.46, compared to $4.32 for the same period in 2025. The increase in consolidated net income during the current period was primarily attributed to higher gross profit on rental operations and sales revenues, $2.6 million lower interest expense and a $1.8 million gain on sale of a corporate property, partly offset by $9.9 million higher selling and administrative expenses.

For the nine months ended September 30, 2026, on a consolidated basis:

•
Gross profit increased $9.3 million, or 3%, to $335.7 million in 2026. Mobile Modular's gross profit decreased $3.7 million, or 2%, largely due to lower gross profit on sales revenues, partly offset by higher gross profit on rental operations revenues. Portable Storage's gross profit decreased $3.6 million, or 8%, primarily due to lower gross profit on rental operations revenues. TRS-RenTelco's gross profit increased $14.2 million, or 30%, primarily due to higher gross profit on rental and sales revenues. Enviroplex's gross profit increased $2.4 million due to higher sales margins, partly offset by lower sales revenues in 2026.
•
Selling and administrative expenses increased $9.9 million to $166.9 million, primarily due to $5.4 million higher marketing and administrative expenses and $4.4 million higher employees' salaries and benefit costs.
•
Other income, net, increased $1.8 million due to the gain on sale of a corporate property in 2026.
•
Interest expense decreased $2.6 million to $21.6 million, which was primarily attributed to a lower effective interest rate in 2026 of 5.08%, compared to 5.69% for the same period in 2025, partly offset by $1.1 million higher average debt levels of the Company.
•
Pre-tax income contribution by Mobile Modular, Portable Storage and TRS-RenTelco was 60%, 9% and 23%, respectively, compared to 66%, 12% and 16%, respectively, for the comparable 2025 period. These results are discussed on a segment basis below. Enviroplex pre-tax income contribution was 8% in 2026, compared to 6% in 2025. The higher pre-tax income contribution from Enviroplex was primarily due to $2.4 million higher gross profit on sales revenues in 2026.
•
The provision for income taxes resulted in an effective tax rate of 26.5% and 26.8%, for the nine month periods ended September 30, 2026 and 2025, respectively.
•
Adjusted EBITDA increased $5.8 million, or 2%, to $263.4 million for the nine month period ended September 30, 2026.

Mobile Modular

For the nine months ended September 30, 2026, Mobile Modular's total revenues decreased $4.6 million, or 1%, to $464.8 million compared to the same period in 2025, primarily due to lower sales revenues, partly offset by higher rental operations revenues. The revenue decrease, together with lower gross profit on sales and rental revenues and higher selling and administrative expenses, partly offset by higher gross profit on rental related services revenues and a $1.3 million reduction in allocated interest expense, resulted in a $7.2 million decrease in pre-tax income to $88.9 million for the nine months ended September 30, 2026, from $96.1 million for the same period in 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

Mobile Modular - Nine Months Ended 9/30/26 compared to Nine Months Ended 9/30/25 (Unaudited)

(dollar amounts in thousands)

Nine Months Ended
September 30,

Increase (Decrease)

2026

2025

$

%

Revenues

Rental

$

251,518

$

243,572

$

7,946

3

%

Rental related services

110,202

106,191

4,011

4

%

Rental operations

361,720

349,763

11,957

3

%

Sales

99,127

115,308

(16,181

)

(14

)%

Other

3,905

4,303

(398

)

(9

)%

Total revenues

464,752

469,374

(4,622

)

(1

)%

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

35,329

32,105

3,224

10

%

Rental related services

70,792

69,999

793

1

%

Other

75,968

69,001

6,967

10

%

Total direct costs of rental operations

182,089

171,105

10,984

6

%

Costs of sales

64,596

76,483

(11,887

)

(16

)%

Total costs of revenues

246,685

247,588

(903

)

(0

)%

Gross Profit

Rental

140,221

142,466

(2,245

)

(2

)%

Rental related services

39,410

36,192

3,218

9

%

Rental operations

179,631

178,658

973

1

%

Sales

34,531

38,825

(4,294

)

(11

)%

Other

3,905

4,303

(398

)

(9

)%

Total gross profit

218,067

221,786

(3,719

)

(2

)%

Expenses:

Selling and administrative expenses

110,932

106,154

4,778

5

%

Income from operations

107,135

115,632

(8,497

)

(7

)%

Interest expense allocation

18,219

19,509

(1,290

)

(7

)%

Pre-tax income

$

88,916

$

96,123

$

(7,207

)

(7

)%

Other Selected Information

Adjusted EBITDA

$

160,567

$

165,290

$

(4,723

)

(3

)%

Average rental equipment 1

$

1,422,229

$

1,304,716

$

117,513

9

%

Average rental equipment on rent

$

996,704

$

960,541

$

36,163

4

%

Average monthly total yield 2

1.96

%

2.07

%

(5

)%

Average utilization 3

70.1

%

73.6

%

(5

)%

Average monthly rental rate 4

2.80

%

2.82

%

(1

)%

Period end rental equipment 1

$

1,480,329

$

1,341,377

$

138,952

10

%

Period end utilization 3

70.1

%

71.9

%

(3

)%

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.

Mobile Modular's gross profit for the nine months ended September 30, 2026, decreased $3.7 million, or 2%, to $218.1 million. For the nine months ended September 30, 2026, compared to the same period in 2025:

•
Gross Profit on Rental Revenues - Rental revenues increased $7.9 million, or 3%, due to 4% higher average rental equipment on rent, partly offset by 1% lower average monthly rental rates in 2026. As a percentage of rental revenues, depreciation was 14% and 13% in 2026 and 2025, respectively, and other direct costs were 30% in 2026 and 28% in 2025, which resulted in gross margin percentages of 56% and 58% in 2026 and 2025, respectively. The higher rental revenues offset by lower rental margins, resulted in gross profit on rental revenues decreasing $2.2 million, or 2%, to $140.2 million in 2026.
•
Gross Profit on Rental Related Services - Rental related services revenues increased $4.0 million, or 4%, compared to 2025. The increase in rental related services revenues was primarily attributable to higher delivery and return delivery revenues, partly offset by lower site related services and repair revenues. The increase in rental related services revenues and higher gross margin percentage of 36% in 2026, compared to 34% in 2025, resulted in rental related services gross profit increasing $3.2 million, or 9%, to $39.4 million in 2026.
•
Gross Profit on Sales - Sales revenues decreased $16.2 million, or 14%, compared to 2025, primarily due to lower new equipment sales. The higher gross margin percentage of 35% in 2026 compared to 34% in 2025, together with lower sales revenue, resulted in gross profit on sales decreasing $4.3 million, or 11%, to $34.5 million. The higher gross margin on sales in 2026 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 nine months ended September 30, 2026, selling and administrative expenses increased $4.8 million, or 5%, to $110.9 million, primarily due to a $2.5 million increase in marketing and administrative expenses, $1.5 million higher employees' salaries and benefit costs and $0.6 million higher allocated corporate expenses.

Portable Storage

For the nine months ended September 30, 2026, Portable Storage's total revenues increased $0.1 million to $69.1 million compared to the same period in 2025, primarily due to higher rental related services and sales revenues, offset by lower rental and other revenues. Lower gross profit on rental operations revenues and higher selling and administrative expenses, partly offset by $0.4 million lower allocated interest expense, resulted in a decrease in pre-tax income of $5.4 million, or 30%, to $12.6 million in 2026.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

Portable Storage - Nine Months Ended 9/30/26 compared to Nine Months Ended 9/30/25 (Unaudited)

(dollar amounts in thousands)

Nine Months Ended
September 30,

Increase (Decrease)

2026

2025

$

%

Revenues

Rental

$

49,909

$

50,307

$

(398

)

(1

)%

Rental related services

12,799

12,212

587

5

%

Rental operations

62,708

62,519

189

0

%

Sales

5,724

5,649

75

1

%

Other

686

846

(160

)

(19

)%

Total revenues

69,118

69,014

104

0

%

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

3,300

3,125

175

6

%

Rental related services

15,469

12,976

2,493

19

%

Other

6,595

5,636

959

17

%

Total direct costs of rental operations

25,364

21,737

3,627

17

%

Costs of sales

3,575

3,509

66

2

%

Total costs of revenues

28,939

25,246

3,693

15

%

Gross Profit (Loss)

Rental

40,014

41,546

(1,532

)

(4

)%

Rental related services

(2,670

)

(764

)

(1,906

)

nm

Rental operations

37,344

40,782

(3,438

)

(8

)%

Sales

2,149

2,140

9

0

%

Other

686

846

(160

)

(19

)%

Total gross profit

40,179

43,768

(3,589

)

(8

)%

Expenses:

Selling and administrative expenses

25,190

23,014

2,176

9

%

Income from operations

14,989

20,754

(5,765

)

(28

)%

Interest expense allocation

2,432

2,847

(415

)

(15

)%

Pre-tax income

$

12,557

$

17,907

$

(5,350

)

(30

)%

Other Selected Information

Adjusted EBITDA

$

22,101

$

27,666

$

(5,565

)

(20

)%

Average rental equipment 1

$

242,832

$

234,957

$

7,875

3

%

Average rental equipment on rent

$

142,421

$

142,830

$

(409

)

(0

)%

Average monthly total yield 2

2.28

%

2.38

%

(4

)%

Average utilization 3

58.7

%

60.8

%

(4

)%

Average monthly rental rate 4

3.89

%

3.91

%

(1

)%

Period end rental equipment 1

$

242,810

$

238,132

$

4,678

2

%

Period end utilization 3

60.6

%

62.1

%

(2

)%

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

Portable Storage's gross profit for the nine months ended September 30, 2026, decreased $3.6 million, or 8%, to $40.2 million. For the nine months ended September 30, 2026, compared to the same period in 2025:

•
Gross Profit on Rental Revenues - Rental revenues decreased $0.4 million, due to 1% lower average monthly rental rates and comparable average rental equipment on rent in 2026. As a percentage of rental revenues, depreciation was 7% and 6% in 2026 and 2025, respectively, and other direct costs were 13% and 11% in 2026 and 2025, respectively, which resulted in gross margin percentage of 80% and 83% in 2026 and 2025, respectively. The lower rental revenues together with lower rental margins resulted in gross profit on rental revenues decreasing $1.5 million, or 4%, to $40.0 million in 2026.
•
Gross Profit on Rental Related Services - Rental related services revenues was $12.8 million, an increase of $0.6 million compared to 2025. The gross margin on rental related services revenues was negative 21% in 2026, compared to negative 6% in 2025. The higher revenues coupled with lower gross margins in 2026 due to higher trucking costs, resulted in rental related services gross profit decreasing $1.9 million, when compared to 2025.
•
Gross Profit on Sales- Sales revenues increased $0.1 million, primarily due to higher new equipment sales. The higher sales revenues and comparable gross margin of 38% in 2026, resulted in a comparable sales gross profit of $2.1 million in 2026. 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, 2026, Portable Storage's selling and administrative expenses increased $2.2 million, or 9%, to $25.2 million, primarily attributed $1.0 million higher employees' salaries and benefit costs and $0.8 million higher marketing and administrative expenses.

TRS-RenTelco

For the nine months ended September 30, 2026, TRS-RenTelco's total revenues increased $18.2 million, or 17%, to $126.6 million, compared to the same period in 2025, primarily due to higher rental operations and sales revenues. Higher gross profit on rental and sales revenues and $0.5 million lower allocated interest expense, partly offset by $2.6 million higher selling and administrative expenses, resulted in a $11.9 million, or 53%, increase in pre-tax income to $34.6 million for the nine months ended September 30, 2026, from $22.6 million for the same period in 2025.

The following table summarizes results for each revenue and gross profit category, income from operations, pre-tax income and other selected information.

TRS-RenTelco - Nine Months Ended 9/30/26 compared to Nine Months Ended 9/30/25 (Unaudited)

(dollar amounts in thousands)

Nine Months Ended
September 30,

Increase (Decrease)

2026

2025

$

%

Revenues

Rental

$

96,171

$

80,707

$

15,464

19

%

Rental related services

3,607

2,618

989

38

%

Rental operations

99,778

83,325

16,453

20

%

Sales

24,618

23,039

1,579

7

%

Other

2,175

1,960

215

11

%

Total revenues

126,571

108,324

18,247

17

%

Costs and Expenses

Direct costs of rental operations:

Depreciation of rental equipment

31,848

29,569

2,279

8

%

Rental related services

3,461

2,237

1,224

55

%

Other

18,974

16,842

2,132

13

%

Total direct costs of rental operations

54,283

48,648

5,635

12

%

Costs of sales

9,990

11,574

(1,584

)

(14

)%

Total costs of revenues

64,273

60,222

4,051

7

%

Gross Profit

Rental

45,349

34,296

11,053

32

%

Rental related services

146

381

(235

)

(62

)%

Rental operations

45,495

34,677

10,818

31

%

Sales

14,628

11,465

3,163

28

%

Other

2,175

1,960

215

11

%

Total gross profit

62,298

48,102

14,196

30

%

Expenses:

Selling and administrative expenses

24,447

21,871

2,576

12

%

Income from operations

37,851

26,231

11,620

44

%

Interest expense allocation

3,206

3,660

(454

)

(12

)%

Foreign currency exchange loss (gain)

77

(54

)

131

nm

Pre-tax income

$

34,568

$

22,625

$

11,943

53

%

Other Selected Information

Adjusted EBITDA

$

71,583

$

57,463

$

14,120

25

%

Average rental equipment 1

$

349,022

$

334,389

$

14,633

4

%

Average rental equipment on rent

$

237,256

$

212,433

$

24,823

12

%

Average monthly total yield 2

3.06

%

2.68

%

14

%

Average utilization 3

68.0

%

63.5

%

7

%

Average monthly rental rate 4

4.50

%

4.22

%

7

%

Period end rental equipment 1

$

379,840

$

335,482

$

44,358

13

%

Period end utilization 3

71.9

%

64.1

%

12

%

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

TRS-RenTelco's gross profit for the nine months ended September 30, 2026 increased $14.2 million, or 30%, to $62.3 million. For the nine months ended September 30, 2026 compared to the same period in 2025:

•
Gross Profit on Rental Revenues - Rental revenues increased $15.5 million, or 19%, depreciation expense increased $2.3 million, or 8%, and other direct costs increased by $2.1 million, or 13%, resulting in a 32% increase in gross profit on rental revenues to $45.3 million. As a percentage of rental revenues, depreciation was 33% and 37% in 2026 and 2025, respectively, and other direct costs were 20% and 21%, in 2026 and 2025, respectively, which resulted in a gross margin percentage of 47% and 42% in 2026 and 2025, respectively. The increase in rental revenues was primarily due to a 12% increase in average rental equipment on rent and 7% higher average monthly rental rates in 2026, as compared to 2025.
•
Gross Profit on Sales - Sales revenues increased $1.6 million, or 7%, to $24.6 million in 2026. Gross profit on sales was $14.6 million, an increase of $3.2 million, or 28%, compared to 2025, with a higher gross margin percentage of 59% in 2026, compared to 50% in 2025. 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, 2026, selling and administrative expenses increased $2.6 million, or 12%, to $24.4 million. The increase was primarily attributed to $1.7 million higher allocated corporate expenses and $0.5 million higher marketing and administrative costs when compared to 2025.

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,

2026

2025

2026

2025

2026

2025

Net income

$

48,803

$

42,297

$

109,508

$

106,479

$

159,336

$

145,428

Provision for income taxes

17,165

16,211

39,463

38,900

57,336

51,909

Interest expense

7,965

8,176

21,578

24,130

28,070

32,988

Depreciation and amortization

29,693

26,978

85,973

79,717

113,325

106,348

EBITDA

103,627

93,662

256,522

249,226

358,068

336,673

Share-based compensation

2,772

2,766

8,451

8,088

11,588

10,641

Transaction costs 3

88

98

252

253

465

2,255

Other income, net 4

-

-

(1,814

)

-

(1,814

)

-

Adjusted EBITDA 1

$

106,487

$

96,526

$

263,411

$

257,567

$

368,307

$

349,569

Adjusted EBITDA margin 2

39

%

38

%

38

%

37

%

39

%

38

%

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 merger and acquisition 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.

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,

2026

2025

2026

2025

2026

2025

Net cash provided by operating activities

$

72,279

$

65,071

$

177,971

$

174,765

$

258,889

$

211,544

Change in certain assets and liabilities:

Accounts receivable, net

4,828

7,545

12,839

22,004

3,358

16,817

Inventories, prepaid expenses and other assets

447

(2,261

)

41,176

1,002

36,770

14,103

Accounts payable and accrued liabilities

784

8,588

(18,000

)

18,854

(22,951

)

(5,834

)

Deferred income

(4,834

)

(5,378

)

(34,555

)

(20,502

)

(14,381

)

(6,413

)

Amortization of debt issuance costs

(1

)

(159

)

(6

)

(204

)

(8

)

(264

)

Foreign currency exchange (loss) gain

(6

)

(32

)

(77

)

54

(51

)

(214

)

Gain on sale of used rental equipment

14,714

13,514

32,749

30,188

46,752

40,088

Income taxes paid, net of refunds received

8,115

751

27,895

6,537

31,474

46,887

Interest paid

10,161

8,887

23,419

24,869

28,455

32,855

Adjusted EBITDA 1

$

106,487

$

96,526

$

263,411

$

257,567

$

368,307

$

349,569

1.
Adjusted EBITDA is defined as income from operations before interest expense, provision for income taxes, depreciation, amortization, share-based compensation 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, E, F and G Senior Notes (as defined and more fully described under the heading "Liquidity and Capital Resources" in this MD&A). These instruments contain financial covenants requiring the Company to not:

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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, 2026, the actual ratio was 4.05 to 1.
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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, 2026, the actual ratio was 1.68 to 1.

At September 30, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although, significant deterioration in our financial performance could impact the Company's ability to comply with these covenants.

Liquidity and Capital Resources

The Company's rental businesses are capital intensive and generate significant cash flows. Cash flows for the Company for the nine months ended September 30, 2026 compared to the same period in 2025 are summarized as follows:

Cash Flows from Operating Activities: The Company's operations provided net cash of $178.0 million in 2026, compared to $174.8 million in 2025. The $3.2 million increase in net cash provided by operating activities was primarily attributable to a $19.5 million increase in accrued expenses in 2026, primarily attributed to an increase in accrued leased real estate related expenses. In addition, the Company's deferred income provided for $14.1 million higher cash flows in 2026, a result of the timing of customer billings, cash proceeds received and recognition of revenue. Further, accounts receivable provided $9.5 million additional cash flows in 2026 due to improved collection of customer billings. Lastly, the increase in cash flows provided by accrued expenses and deferred income was partly offset by $37.7 million lower cash provided from prepaid expenses and other assets, a result of the timing of cash payments made and expense recognition during the period.

Cash Flows from Investing Activities: Net cash used in investing activities was $203.5 million in 2026, up from $88.1 million in 2025. The $115.5 million increase in net cash used was primarily due to $127.2 million higher rental equipment purchases when compared to the previous year, a result of customer demand. Further, the Company had $12.4 million lower cash paid for the acquisition of businesses during the current period, which partly offset the increase in net cash used.

Cash Flows from Financing Activities: Net cash provided by financing activities was $26.3 million in 2026, compared to $80.3 million in net cash used during 2025. The $106.6 million change was largely attributed to increased borrowings under bank lines of

credit, primarily the result of higher rental equipment investment, the $60.0 million principal payment of Series E senior notes, $34.2 million in repurchases of common stock during the period and $36.8 million of dividend payments, when compared to 2025.

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 May 8, 2026, 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 $725.0 million unsecured revolving credit facility (which may be further increased to $950.0 million, which includes a $40.0 million sublimit for the issuance of standby letters of credit and a $20.0 million sublimit for swingline loans. The proceeds of the Credit Facility are available to be used for general corporate purposes, including permitted acquisitions. The Credit Facility permits the Company's existing indebtedness to remain, which includes the Company's $20.0 million Treasury Sweep Note due July 15, 2027, the Company's existing senior notes issued pursuant to the Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc., dated as of June 8, 2023 (as amended): (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, and (iii) the $75.0 million aggregate outstanding principal of notes issued September 27, 2023 and due September 27, 2030, and (iv) the $75.0 million aggregate outstanding principal of notes issued September 8, 2025 and due September 8, 2032. In addition, the Company may incur additional senior note indebtedness in an aggregate amount not to exceed $350.0 million. The Credit Facility matures on May 8, 2031, and replaced the Company's prior $650.0 million credit facility dated July 15, 2022 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 May 8, 2026.

On May 20, 2026, the Company entered into an amended and restated Credit Facility Letter Agreement and a Credit Line Note in favor of U.S. 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 May 20, 2031, or the date the Company ceases to utilize U.S. Bank, N.A. for its cash management services. The Sweep Service Facility replaced the Company's prior $20.0 million sweep service facility, dated as of August 19, 2022.

At September 30, 2026, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $725.0 million of which $428.3 million was outstanding and had capacity to borrow up to an additional $296.7 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):

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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, 2026, the actual ratio was 4.05 to 1.
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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, 2026, the actual ratio was 1.68 to 1.

At September 30, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although significant deterioration in our financial performance could impact the Company's ability to comply with these covenants.

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, paid in full on June 16, 2026, to which the terms of the Note Purchase Agreement applied.

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, 2026, the principal balance outstanding under the Series G Senior Notes was $75.0 million.

6.25% Senior Notes Due in 2030

On September 27, 2023, the Company issued and sold to the purchasers $75.0 million aggregate principal amount of 6.25% Series F Notes (the "Series F Senior Notes") pursuant to the terms of the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated June 8, 2023 (the "Note Purchase Agreement"), among the Company, PGIM, Inc. and the noteholders party thereto.

The Series F Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 6.25% per annum and mature on September 27, 2030. Interest on the Series F Senior Notes is payable semi-annually beginning on March 27, 2024 and continuing thereafter on September 27 and March 27 of each year until maturity. The principal balance is due when the notes mature on September 27, 2030. The full net proceeds from the Series F Senior Notes will primarily be used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks. At September 30, 2026, the principal balance outstanding under the Series F Senior Notes was $75.0 million.

2.57% Senior Notes Due in 2028

On March 17, 2021, the Company issued and sold to the purchasers $40.0 million aggregate principal amount of 2.57% Series D Notes (the "Series D Senior Notes") pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the "Note Purchase Agreement"), among the Company, PGIM, Inc. and the noteholders party thereto.

The Series D Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 2.57% per annum and mature on March 17, 2028. Interest on the Series D Senior Notes is payable semi-annually beginning on September 17, 2021 and continuing thereafter on March 17 and September 17 of each year until maturity. The principal balance is due when the notes mature on March 17, 2028. The full net proceeds from the Series D Senior Notes were used to pay off the Company's $40 million Series B Senior Notes. At September 30, 2026, the principal balance outstanding under the Series D Senior Notes was $40.0 million.

2.35% Senior Notes Due in 2026

On June 16, 2021, the Company issued and sold to the purchasers $60.0 million aggregate principal amount of 2.35% Series E Notes (the "Series E Notes") pursuant to the terms of the Amended and Restated Note Purchase and Private Shelf Agreement, dated March 31, 2020 (the "Note Purchase Agreement"), among the Company, PGIM, Inc. and the noteholders party thereto.

The Series E Senior Notes were an unsecured obligation of the Company and bore an interest at a rate of 2.35% per annum and matured on June 16, 2026. Interest on the Series E Senior Notes was 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 was due when the note matured 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, 2026, the principal balance under the Series E Senior Notes was paid in full.

Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D, E, F and G Senior Notes were sold, contains financial covenants requiring the Company to not (all defined terms used below not otherwise defined herein have the meaning assigned to such terms in the Note Purchase Agreement):

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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, 2026, the actual ratio was 4.05 to 1.
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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, 2026, the actual ratio was 1.68 to 1.

At September 30, 2026, the Company was in compliance with each of the aforementioned covenants. There are no anticipated trends that the Company is aware of that would indicate non-compliance with these covenants, although significant deterioration in our financial performance could impact the Company's ability to comply with these covenants.

Although no assurance can be given, the Company believes it will continue to be able to negotiate general bank lines of credit and issue senior notes adequate to meet capital requirements not otherwise met by operational cash flows and proceeds from sales of rental equipment.

Contractual Obligations and Commitments

We believe that our contractual obligations and commitments have not changed materially from those included in our 2025 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, 2026. Refer to our 2025 Annual Report for a discussion of our critical accounting policies and estimates.

McGrath RentCorp published this content on October 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 28, 2026 at 20:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]