MCGRATH RENTCORP
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 21, 2024
MGRC$128.57-0.6%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Index of documents filed as part of this report:
| 1. The following Consolidated Financial Statements of McGrath RentCorp are included in Item 8. | |
|---|---|
| Page of this report | |
| Management’s Report on Internal Control over Financial Reporting | 57 |
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 248) | 58 |
| Consolidated Financial Statements | |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 61 |
| Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 | 62 |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 | 63 |
| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 | 64 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 | 65 |
| Notes to Consolidated Financial Statements | 66 |
| 2. Financial Statement Schedules. None | |
| 3. Exhibits. See Index of Exhibits on page 95 of this report. | |
Schedules and exhibits required by Article 5 of Regulation S-X other than those listed are omitted because they are not required, are not applicable, or equivalent information has been included in the consolidated financial statements, and notes thereto, or elsewhere herein.
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| Number | Description | Method of Filing |
| 2.1 | Equity Purchase Agreement, dated as of February 1, 2023, made by and among McGrath RentCorp, a California corporation, Adler Tank Rentals, LLC, a Delaware limited liability company, and Ironclad Environmental Solutions, Inc., a Delaware corporation. | Filed as exhibit 1.01 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference. |
| 2.2 | Stock Purchase Agreement, dated as of February 1, 2023, made by and among Vesta Housing Solutions Investor, LLC, a Delaware limited liability company, Vesta Housing Solutions Holdings, Inc., a Delaware corporation, and McGrath RentCorp, a California corporation. | Filed as exhibit 1.02 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference. |
| 2.3 | Agreement and Plan of Merger, dated as of January 28, 2024, by and among WillScot Mobile Mini Holdings Corp., Brunello Merger Sub I, Inc., Brunello Merger Sub II, LLC, and McGrath RentCorp. | Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A (filed January 29, 2024), and incorporated herein by reference. |
| 3.1 | Articles of Incorporation of McGrath RentCorp. ‘p’ | Filed as exhibit 19.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1988 (filed August 14, 1988), and incorporated herein by reference. |
| 3.1.1 | Amendment to Articles of Incorporation of McGrath RentCorp. ‘p’ | Filed as exhibit 3.1 to the Company’s Registration Statement on Form S-1 (filed March 28, 1991 Registration No. 33-39633), and incorporated herein by reference. |
| 3.1.2 | Amendment to Articles of Incorporation of McGrath RentCorp. | Filed as exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 (filed March 31, 1998), and incorporated herein by reference. |
| 3.2 | Amended and Restated Bylaws | Filed herewith. |
| 4.1 | Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 8, 2023 (filed as Exhibit 10.1 to Registrant's Current Report on 8-K filed on June 13, 2023, and incorporated herein by reference). | Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed June 13, 2023), and incorporated herein by reference. |
| 4.1.1 | Amendment, dated as of March 17, 2014, to the Note Purchase and Private Shelf Agreement dated as of April 21, 2011 among the Company, Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company. | Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed March 20, 2014) and incorporated herein by reference. |
| 4.1.2 | Amendment, dated as of February 9, 2016, to the Note Purchase and Private Shelf Agreement dated as of April 21, 2011 among the Company, Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company, as amended on March 17, 2014. | Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed February 11, 2016) and incorporated herein by reference. |
| 4.2 | Amended and Restated Credit Agreement, dated as of July 15, 2022, among the Company, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. | Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference. |
| 4.2.1 | Amended and Restated Guaranty, dated as of July 15, 2022, among certain domestic subsidiaries of the Company in favor of Bank of America, N.A., in its capacity as the Administrative Agent. | Filed as exhibit 10.2 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference. |
| 4.2.2 | Amended and Restated Credit Facility Letter Agreement, dated as of August 19, 2022, between the Company and MUFG Union Bank, N.A. | Filed as exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference. |
| 4.2.3 | Amended and Restated Credit Line Note, dated as of August 19, 2022, in favor of MUFG Union Bank, N.A. | Filed as exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference. |
| 4.3 | Description of Registrant’s Securities. | Filed as exhibit 4.2.4 to the Company’s Annual Report on Form 10K for the year ended December 31, 2019 (filed February 25, 2020), and incorporated herein by reference. |
| 10.1† | McGrath RentCorp Employee Stock Ownership Plan, as amended and restated on December 31, 2008. | Filed as exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (filed February 26, 2009), and incorporated herein by reference. |
| 10.1.1† | McGrath RentCorp Employee Stock Ownership Trust Agreement, as amended and restated on December 31, 2008. | Filed as exhibit 10.3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (filed February 26, 2009), and incorporated herein by reference. |
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| Number | Description | Method of Filing |
| 10.2† | McGrath RentCorp 2007 Stock Incentive Plan. | Filed as exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (filed August 2, 2007), and incorporated herein by reference. |
| 10.2.1† | Form of 2007 Stock Incentive Plan Stock Option Award and Agreement. | Filed as exhibit 10.12.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (filed August 2, 2007), and incorporated herein by reference. |
| 10.2.2† | Form of 2007 Stock Incentive Plan Non-Qualified Stock Option Award and Agreement. | Filed as exhibit 10.12.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (filed August 2, 2007), and incorporated herein by reference. |
| 10.2.3† | Form of 2007 Stock Incentive Plan Stock Appreciation Right Award and Agreement. | Filed as exhibit 10.4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (filed May 6, 2010), and incorporated herein by reference. |
| 10.2.4† | Form of 2007 Stock Incentive Plan Restricted Stock Unit Award and Agreement. | Filed as exhibit 10.4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (filed May 6, 2010), and incorporated herein by reference. |
| 10.3† | McGrath RentCorp Employee Stock Ownership and 401(k) Plan | Filed as exhibit 4.5 to the Company’s Registration Statement on Form S-8 (filed August 10, 2012) and incorporated herein by reference. |
| 10.4† | McGrath RentCorp Change in Control Severance Plan and Summary Plan Description | Filed as exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. |
| 10.5† | McGrath RentCorp 2016 Stock Incentive Plan | Filed as Appendix A to the Company's Proxy Statement for the 2016 Annual Meeting (filed April 29, 2016), and incorporated herein by reference. |
| 10.5.1† | Form of 2016 Stock Incentive Plan Restricted Stock Unit Award and Agreement - Corporate | Filed as exhibit 10.8.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. |
| 10.5.2† | Form of 2016 Stock Incentive Plan Performance-Based Restricted Stock Unit Award and Agreement - Division Management | Filed as exhibit 10.8.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. |
| 10.5.3† | Form of 2016 Stock Incentive Plan Stock Appreciation Right Award and Agreement - Enviroplex | Filed as exhibit 10.8.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. |
| 10.6† | Form of Indemnification Agreement with Directors and Officers | Filed herewith. |
| 21.1 | List of Subsidiaries. | Filed herewith. |
| 23.1 | Written Consent of Grant Thornton LLP. | Filed herewith. |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. |
| 97 | McGrath RentCorp Compensation Recoupment Policy | Filed herewith. |
| 101 | The following materials from McGrath RentCorp’s annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statement of Income, (ii) the 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
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† = Indicates a management contract or compensatory plan
‘P’ = exhibit was filed in paper form
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February 21, 2024 | McGrath RentCorp | |
|---|---|---|
| by: | /s/ Joseph F. Hanna | |
| JOSEPH F. HANNA | ||
| Chief Executive Officer and President(Principal Executive Officer) | ||
| by: | /s/ Keith E. Pratt |
| KEITH E. PRATT | |
| Executive Vice President and Chief Financial Officer(Principal Financial Officer) |
| by: | /s/ David M. Whitney |
| DAVID M. WHITNEY | |
| Vice President and Controller(Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Nicolas Anderson | Director | February 21, 2024 |
| NICOLAS ANDERSON | ||
| /s/ Kim A. Box | Director | February 21, 2024 |
| KIM A. BOX | ||
| /s/ Smita Conjeevaram | Director | February 21, 2024 |
| Smita Conjeevaram | ||
| /s/ William J. Dawson | Director | February 21, 2024 |
| WILLIAM J. DAWSON | ||
| /s/ Elizabeth A. Fetter | Director | February 21, 2024 |
| ELIZABETH A. FETTER | ||
| /s/ Joseph F. Hanna | Chief Executive Officer, President and Director | February 21, 2024 |
| JOSEPH F. HANNA | ||
| /s/ Bradley M. Shuster | Chairman of the Board | February 21, 2024 |
| BRADLEY M. SHUSTER | ||
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