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MCGRATH RENTCORP

For the period ended Mar 31, 2025. Filed Apr 24, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 24, 2025

MGRC$125.02-1.9%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-24.

0000950170-24-117031

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2025-03-31; filed 2025-04-24.

0000950170-25-057987

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 161 previous paragraphs and 8 current paragraphs.

3 unchanged; 1 reworded; 3 added; 156 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

There have been no material changes from the risk factors associated with our business previously disclosed in the “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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.

Current report

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.

Current report

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 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.
Removed paragraphs (156)

Previous report

You should carefully consider the following discussion of various risks and uncertainties. We believe these risk factors are the most relevant to our business and could cause our results to differ materially from the forward-looking statements made by us. Our business, financial condition, and results of operations could be seriously harmed if any of these risks or uncertainties actually occur or materialize. In that event, the market price for our common stock could decline, and you may lose all or part of your investment. The risk factors below are intended to supersede in their entirety the risk factors contained in “Item 1. A Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023.

Previous report

RISKS RELATED TO OUR STRATEGY AND OPERATION:

Previous report

Our future operating results may fluctuate, fail to match past performance or fail to meet expectations, which may result in a decrease in our stock price.

Previous report

Our operating results may fluctuate in the future, may fail to match our past performance or fail to meet the expectations of analysts and investors. Our results and related ratios, such as gross margin, operating income percentage and effective tax rate may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to:

Previous report

general economic conditions in the geographies and industries where we rent and sell our products;

Previous report

legislative and educational policies where we rent and sell our products;

Previous report

the budgetary constraints of our customers;

Previous report

loss of customers and prospective customers during the pendency of the now terminated merger with WillScot Mobile Mini

Previous report

seasonality of our rental businesses and our end-markets;

Previous report

success of our strategic growth initiatives;

Previous report

costs associated with the launching or integration of new or acquired businesses;

Previous report

the timing and type of equipment purchases, rentals and sales;

Previous report

the nature and duration of the equipment needs of our customers;

Previous report

the timing of new product introductions by us, our suppliers and our competitors;

Previous report

the volume, timing and mix of maintenance and repair work on our rental equipment;

Previous report

supply chain delays or disruptions;

Previous report

our equipment mix, availability, utilization and pricing;

Previous report

inflation in the cost of materials, labor and new rental equipment;

Previous report

the mix, by state and country, of our revenues, personnel and assets;

Previous report

rental equipment impairment from excess, obsolete or damaged equipment;

Previous report

movements in interest rates or tax rates;

Previous report

changes in, and application of, accounting rules;

Previous report

changes in the regulations applicable to our business operations; and

Previous report

claims and litigation matters.

Previous report

As a result of these factors, our historical financial results are not necessarily indicative of our future results or stock price.

Previous report

Our stock price has fluctuated and may continue to fluctuate in the future, which may result in a decline in the value of your investment in our common stock.

Previous report

The market price of our common stock fluctuates on the NASDAQ Global Select Market and is likely to be affected by a number of factors including but not limited to:

Previous report

impact of the termination of the Merger Agreement on the Company and the industrial sector generally;

Previous report

our operating performance and the performance of our competitors, and in particular any variations in our operating results or dividend rate from our stated guidance or from investors’ expectations;

Previous report

any changes in general conditions in the global economy, the industries in which we operate or the global financial markets;

Previous report

investors’ reaction to our press releases, public announcements or filings with the SEC;

Previous report

the stock price performance of our competitors or other comparable companies;

Previous report

any changes in research analysts’ coverage, recommendations or earnings estimates for us or for the stocks of other companies in our industry;

Previous report

any sales of common stock by our directors, executive officers and our other large shareholders, particularly in light of the limited trading volume of our stock;

Previous report

any merger and acquisition activity that involves us or our competitors; and

Previous report

other announcements or developments affecting us, our industry, customers, suppliers or competitors.

Previous report

In addition, in recent years the U.S. stock market has experienced significant price and volume fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. Additionally, the most recent global credit crisis adversely affected the prices of most publicly traded stocks as many stockholders became more willing to divest their stock holdings at lower values to increase their cash flow and reduce exposure to such fluctuations. These broad market fluctuations and any other negative economic trends may cause declines in the market price of our common stock and may be based upon factors that have little or nothing to do with our Company or its performance, and these fluctuations and trends could materially reduce our stock price.

Previous report

Our ability to retain our executive management and to recruit, retain and motivate key qualified employees is critical to the success of our business.

Previous report

If we cannot successfully recruit and retain qualified personnel, our operating results and stock price may suffer. We believe that our success is directly linked to the competent people in our organization, including our executive officers, senior managers and other key personnel, and in particular, Joe Hanna, our Chief Executive Officer. Personnel turnover can be costly and could materially and adversely impact our operating results and can potentially jeopardize the success of our current strategic initiatives. We need to attract and retain highly qualified personnel to replace personnel when turnover occurs, as well as add to our staff levels as growth occurs. The pendency of the now terminated merger with WillScot Mobile Mini had a negative impact on the recruitment and retention of our personnel. Our business and stock price likely will suffer if we are unable to fill, or experience delays in filling open positions, or fail to retain key personnel.

Previous report

Failure by third parties to manufacture and deliver our products to our specifications or on a timely basis may harm our reputation and financial condition.

Showing the first 40 of 156 passages. Open the source sections for the rest.

Reworded paragraphs (1)

Previous wording

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. There were no shares repurchased during the three and nine months ended September 30, 2024 and 2023. As of September 30, 2024, 2,000,000 shares were authorized for repurchase under the Repurchase Plan.

Current wording

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 March 31, 2025, 2,000,000 shares were authorized for repurchase under the Repurchase Plan.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

There were no shares repurchased during the three months ended March 31, 2025.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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, an increase from the 1,309,805 remaining shares authorized for repurchase under the Repurchase Plan established in August 2015.