MCGRATH RENTCORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index Page Management’s Report on Internal Control over Financial Reporting 55 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) 56 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2022 and 2021 58 Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 20 20 59 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 20 20 60 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 20 20 61 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 20 20 62 Notes to Consolidated Financial Statements 63 - 54 - Management’s Report on Internal C ontrol over Financial Reporting The Company’s management is responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report filed on Form 10-K. The consolidated financial statements were prepared in conformity with United States generally accepted accounting principles and include amounts based on management’s estimates and judgments. All other financial information in this report has been presented on a basis consistent with the information included in the financial statements. The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company maintains a system of internal control that is designed to provide reasonable assurance as to the reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition. The Company’s system of internal control over financial reporting is embodied in the Company’s Code of Business Conduct and Ethics. It sets the tone of our organization and includes factors such as integrity and ethical values. Our internal control over financial reporting is supported by formal policies and procedures, which are reviewed, modified and improved as changes occur in business conditions and operations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. The Audit Committee of the Board of Directors, which is composed solely of outside directors, meets periodically with members of management and the independent auditors to review and discuss internal control over financial reporting, as well as accounting and financial reporting matters. The independent auditors report to the Audit Committee and accordingly have full and free access to the Audit Committee at any time. The Company’s management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria set forth in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management has concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective based on those criteria. - 55 - Report of Independent Regist ered Public Accounting Firm Board of Directors and Shareholders McGrath RentCorp Opinion on internal control over financial reporting We have audited the internal control over financial reporting of McGrath RentCorp (a California corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated February 22, 2023 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP San Francisco, California February 22, 2023 - 56 - Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders McGrath RentCorp Opinion on the financial statements We have audited the accompanying consolidated balance sheets of McGrath RentCorp (a California corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2023 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2002. San Francisco, California February 22, 2023 - 57 - McGrath RentCorp Consolidated B alance Sheets December 31, (in thousands) 2022 2021 Assets Cash $ 957 $ 1,491 Accounts receivable, net of allowance for credit losses of $ 2,300 in 2022 and $ 2,125 in 2021 190,023 159,499 Rental equipment, at cost: Relocatable modular buildings 1,123,268 1,040,094 Electronic test equipment 398,267 361,391 Liquid and solid containment tanks and boxes 308,396 309,908 1,829,931 1,711,393 Less: accumulated depreciation ( 701,877 ) ( 646,169 ) Rental equipment, net 1,128,054 1,065,224 Property, plant and equipment, net 143,945 135,325 Prepaid expenses and other assets 71,429 54,945 Intangible assets, net 41,131 47,049 Goodwill 132,305 132,393 Total assets $ 1,707,844 $ 1,595,926 Liabilities and Shareholders' Equity Liabilities: Notes payable $ 413,742 $ 426,451 Accounts payable and accrued liabilities 160,829 136,313 Deferred income 82,417 58,716 Deferred income taxes, net 246,911 242,425 Total liabilities 903,899 863,905 Commitments and contingencies (Note 9) Shareholders’ equity: Common stock, no par value - Authorized 40,000 shares Issued and outstanding - 24,388 shares as of December 31, 2022 and 24,260 shares as of December 31, 2021 110,080 108,610 Retained earnings 693,943 623,465 Accumulated other comprehensive loss ( 78 ) ( 54 ) Total shareholders’ equity 803,945 732,021 Total liabilities and shareholders’ equity $ 1,707,844 $ 1,595,926 The accompanying notes are an integral part of these consolidated financial statements. - 58 - McGrath RentCorp Consolidated Stat ements of Income Year Ended December 31, (in thousands, except per share amounts) 2022 2021 2020 Revenues Rental $ 456,029 $ 390,013 $ 351,790 Rental related services 122,617 98,061 92,393 Rental operations 578,646 488,074 444,183 Sales 150,653 125,235 124,604 Other 4,524 3,524 3,767 Total revenues 733,823 616,833 572,554 Costs and Expenses Direct costs of rental operations: Depreciation of rental equipment 96,429 91,887 85,866 Rental related services 89,793 74,256 68,105 Other 116,780 91,069 73,818 Total direct costs of rental operations 303,002 257,212 227,789 Costs of sales 93,913 78,600 81,019 Total costs of revenues 396,915 335,812 308,808 Gross profit 336,908 281,021 263,746 Selling and administrative expenses 171,342 148,600 122,993 Income from operations 165,566 132,421 140,753 Other (expense) income: Interest expense ( 15,168 ) ( 10,455 ) ( 8,787 ) Foreign currency exchange (loss) gain ( 378 ) ( 210 ) 78 Income before provision for income taxes 150,020 121,756 132,044 Provision for income taxes 34,882 32,051 30,060 Net income $ 115,138 $ 89,705 $ 101,984 Earnings per share: Basic $ 4.73 $ 3.70 $ 4.22 Diluted $ 4.70 $ 3.66 $ 4.16 Shares used in per share calculation: Basic 24,353 24,220 24,157 Diluted 24,519 24,515 24,531 Cash dividends declared per share $ 1.82 $ 1.74 $ 1.68 The accompanying notes are an integral part of these consolidated financial statements. - 59 - McGrath RentCorp Consolidated Statements of COMPREHENSIVE Income Year Ended December 31, (in thousands) 2022 2021 2020 Net income $ 115,138 $ 89,705 $ 101,984 Other comprehensive (loss) income: Foreign currency translation adjustment, net of tax impact ( 24 ) 50 ( 34 ) Comprehensive income $ 115,114 $ 89,755 $ 101,950 The accompanying notes are an integral part of these consolidated financial statements - 60 - McGrath RentCorp Consolidated Statements of Shareholders' Equity Common Stock Retained Accumulated Other Comprehensive Total Shareholders’ (in thousands, except per share amounts) Shares Amount Earnings Income (Loss) Equity Balance at December 31, 2019 24,296 $ 106,360 $ 527,746 $ ( 70 ) $ 634,036 Net income — — 101,984 — 101,984 Share-based compensation — 5,549 — — 5,549 Common stock issued under stock plans, net of shares withheld for employee taxes 114 — — — — Repurchased common stock ( 282 ) ( 1,244 ) ( 12,373 ) — ( 13,617 ) Taxes paid related to net share settlement of stock awards — ( 4,376 ) — — ( 4,376 ) Dividends accrued at $ 1.68 per share — — ( 40,938 ) — ( 40,938 ) Other comprehensive loss — — — ( 34 ) ( 34 ) Balance at December 31, 2020 24,128 106,289 576,419 ( 104 ) 682,604 Net income — — 89,705 — 89,705 Share-based compensation — 7,666 — — 7,666 Common stock issued under stock plans, net of shares withheld for employee taxes 132 — — — — Taxes paid related to net share settlement of stock awards — ( 5,345 ) — — ( 5,345 ) Dividends accrued at $ 1.74 per share — — ( 42,659 ) — ( 42,659 ) Other comprehensive income — — — 50 50 Balance at December 31, 2021 24,260 108,610 623,465 ( 54 ) 732,021 Net income — — 115,138 — 115,138 Share-based compensation — 8,009 — — 8,009 Common stock issued under stock plans, net of shares withheld for employee taxes 128 — — — — Taxes paid related to net share settlement of stock awards — ( 6,539 ) — — ( 6,539 ) Dividends accrued at $ 1.82 per share — — ( 44,660 ) — ( 44,660 ) Other comprehensive loss — — — ( 24 ) ( 24 ) Balance at December 31, 2022 24,388 $ 110,080 $ 693,943 $ ( 78 ) $ 803,945 The accompanying notes are an integral part of these consolidated financial statements. - 61 - McGrath RentCorp Consolidated Statem ents of Cash Flows Year Ended December 31, (in thousands) 2022 2021 2020 Cash Flows from Operating Activities: Net income $ 115,138 $ 89,704 $ 101,984 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 111,344 106,695 94,643 Deferred income taxes 4,486 26,348 ( 2,193 ) Provision for credit losses 837 451 1,343 Share-based compensation 8,009 7,666 5,549 Gain on sale of used rental equipment ( 37,979 ) ( 25,441 ) ( 19,329 ) Foreign currency exchange loss 378 210 ( 78 ) Amortization of debt issuance costs 16 15 11 Change in: Accounts receivable ( 31,361 ) ( 24,397 ) 3,440 Prepaid expenses and other assets ( 16,484 ) ( 6,816 ) 3,807 Accounts payable and accrued liabilities 16,347 12,226 316 Deferred income 23,701 9,082 ( 8,989 ) Net cash provided by operating activities 194,432 195,743 180,504 Cash Flows from Investing Activities: Purchases of rental equipment ( 187,689 ) ( 114,145 ) ( 86,329 ) Purchases of property, plant and equipment ( 17,617 ) ( 2,680 ) ( 13,724 ) Cash paid for acquisition of businesses — ( 283,124 ) — Cash paid for acquisition of Titan business assets — ( 6,585 ) — Cash paid for acquisition of non-compete agreements — ( 2,500 ) — Proceeds from sales of used rental equipment 73,879 57,337 47,052 Net cash used in investing activities ( 131,427 ) ( 351,696 ) ( 53,001 ) Cash Flows from Financing Activities: Net borrowings (payments) borrowings under bank lines of credit 47,275 143,729 ( 70,689 ) Borrowings under note purchase agreement — 100,000 — Principal payment of Series C senior notes ( 60,000 ) — — Principal payment of Series B senior notes — ( 40,000 ) — Repurchase of common stock — — ( 13,617 ) Taxes paid related to net share settlement of stock awards ( 6,539 ) ( 5,345 ) ( 4,376 ) Payment of dividends ( 44,269 ) ( 42,182 ) ( 39,769 ) Net cash (used in) provided by financing activities ( 63,533 ) 156,202 ( 128,451 ) Effect of foreign currency exchange rate changes on cash ( 6 ) 4 ( 156 ) Net (decrease) increase in cash ( 534 ) 253 ( 1,104 ) Cash balance, beginning of period 1,491 1,238 2,342 Cash balance, end of period $ 957 $ 1,491 $ 1,238 Supplemental Disclosure of Cash Flow Information: Interest paid, during the period $ 14,775 $ 10,326 $ 9,050 Net income taxes paid, during the period $ 27,362 $ 9,087 $ 34,903 Dividends accrued during the period, not yet paid $ 11,227 $ 11,280 $ 10,083 Rental equipment acquisitions, not yet paid $ 13,220 $ 5,750 $ 4,373 The accompanying notes are an integral part of these consolidated financial statements. - 62 - MCGRATH RENTCORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization McGrath RentCorp and its wholly-owned subsidiaries (the “Company”) is a California corporation organized in 1979. The Company is a diversified business to business rental company with four rental divisions; relocatable modular buildings, portable storage containers, electronic test equipment and liquid and solid containment tanks and boxes. Although the Company’s primary emphasis is on equipment rentals, sales of equipment occur in the normal course of business. At December 31, 2022, the Company was comprised of four reportable business segments: modular building and portable storage segment (“Mobile Modular”), electronic test equipment segment (“TRS-RenTelco”), containment solutions for the storage of hazardous and non-hazardous liquids and solids segment (“Adler Tanks”) and classroom manufacturing division selling modular classrooms in California (“Enviroplex”). Principles of Consolidation The consolidated financial statements include the accounts of McGrath RentCorp and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition Lease revenues - Rental revenues from operating leases are recognized on a straight-line basis over the term of the lease for all operating segments. Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned. Rental related services revenues are primarily associated with relocatable modular building and liquid and solid containment tanks and boxes leases. For modular building leases, rental related services revenues for modifications, delivery, installation, dismantle and return delivery are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer. These revenues are recognized on a straight-line basis over the term of the lease. Certain leases are accounted for as sales-type leases. For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment. Other revenues include interest income on sales-type leases and rental income on facility leases. Non-lease revenues - Sales revenue is recognized upon delivery and installation of the equipment to customers. Certain leases are accounted for as sales-type leases. For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment. Other revenue is recognized when earned and primarily includes interest income on sales-type leases, rental income on facility leases and certain logistics services. Sales taxes charged to customers are reported on a net basis and are excluded from revenues and expenses. Depreciation of Rental Equipment Rental equipment is depreciated on a straight-line basis for financial reporting purposes and on an accelerated basis for income tax purposes. The costs of major refurbishment of relocatable modular buildings, portable storage containers and tanks and boxes are capitalized to the extent the refurbishment significantly adds value to, or extends the life of the equipment. Maintenance and repairs are expensed as incurred. The estimated useful lives and residual values of the Company’s rental equipment used for financial reporting purposes are as follows: Relocatable modular buildings 18 years, 50 % residual value Relocatable modular accessories 3 to 18 years , no residual value Blast resistant and kitchen modules 20 years , no residual value Portable storage containers 25 years , 62.5 % residual value Electronic test equipment and accessories 1 to 8 years , no residual value Liquid and solid containment tanks and boxes and accessories 3 to 20 years , no residual value - 63 - Costs of Rental Related Services Costs of rental related services are primarily associated with relocatable modular building leases and liquid and solid containment tank and boxes. Modular building leases primarily consist of costs for services to be provided under the negotiated lease agreement for delivery, installation, modifications, skirting, additional site-related work, and dismantle and return delivery. Costs related to these services are recognized on a straight-line basis over the term of the lease. Costs of rental related services associated with liquid and solid containment solutions consists of costs of delivery, removal and cleaning of the tanks and boxes. These costs are recognized in the period the service is performed. Impairment of Long-Lived Assets The Company evaluates the carrying value of rental equipment and identifiable definite lived intangible assets for impairment whenever events or circumstances have occurred that would indicate the carrying amount may not be fully recoverable. A key element in determining the recoverability of long-lived assets is the Company’s outlook as to the future market conditions for its rental equipment. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carrying amount to fair value. The Company determines fair value based upon the condition of the rental equipment and the projected net cash flows from its rental and sale considering current market conditions. Goodwill and identifiable indefinite lived assets are evaluated for potential impairment annually or when circumstances indicate potential impairment may have occurred. Impairment losses, if any, are determined based upon the excess of carrying value over the estimated fair value of the asset. There were no impairments of long-lived assets during the years ended December 31, 2022, 2021 and 2020. Other Direct Costs of Rental Operations Other direct costs of rental operations include direct labor, supplies, repairs, insurance, property taxes, license fees, impairment of rental equipment and certain modular lease costs charged to customers in the negotiated rental rate, which are recognized on a straight-line basis over the term of the lease. Cost of Sales Cost of sales in the Consolidated Statements of Income includes the carrying value of the equipment sold and all direct costs associated with the sale. Warranty Reserves Sales of new relocatable modular buildings, portable storage containers, electronic test equipment and related accessories and liquid and solid containment tanks and boxes not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold. The Company typically provides limited 90 -day warranties for certain sales of used rental equipment and one-year warranties on equipment manufactured by Enviroplex. Although the Company’s policy is to provide reserves for warranties when required for specific circumstances, the Company has not found it necessary to establish such reserves to date as warranty costs have not been significant. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is recognized on a straight-line basis for financial reporting purposes, and on an accelerated basis for income tax purposes. Depreciation expense for property, plant and equipment is included in “Selling and administrative expenses” and “Rental related services” in the Consolidated Statements of Income. Maintenance and repairs are expensed as incurred. - 64 - Property, plant and equipment consist of the following: (dollar amounts in thousands) Estimated useful life December 31, in years 2022 2021 Land Indefinite $ 61,487 $ 54,428 Land improvements 20 – 50 65,451 59,633 Buildings 30 34,082 33,781 Furniture, office equipment and software 3 – 10 37,379 37,965 Vehicles and machinery 5 – 25 47,324 44,560 245,723 230,367 Less: accumulated depreciation ( 102,977 ) ( 98,333 ) 142,746 132,034 Construction in progress 1,199 3,291 $ 143,945 $ 135,325 Property, plant and equipment depreciation expense was $ 9.0 million, $ 8.9 million and $ 8.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Construction in progress at December 31, 2022 and 2021 consisted primarily of costs related to acquisition of land, land improvements and information technology upgrades. Capitalized Software Costs The Company capitalizes certain development costs incurred in connection with its internal use software. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, direct internal and external costs are capitalized until the software is substantially complete and ready for its intended use. These costs generally include external direct costs of materials and services consumed in the project and internal costs, such as payroll and benefits of those employees directly associated with the development of the software. Maintenance, training and post implementation costs are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized software costs are included in property, plant and equipment. The Company capitalized less than $ 0.1 million and $ 0.2 million in internal use software during the years ended December 31, 2022 and 2021, respectively. Advertising Costs Advertising costs are expensed as incurred. Total advertising expenses were $ 5.0 million, $ 5.1 million and $ 3.9 million for the years ended December 31, 2022, 2021 and 2020. Income Taxes Income taxes are accounted for using an asset and liability approach. Deferred tax assets and liabilities are recorded for the effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and deferred tax liabilities are adjusted to the extent necessary to reflect tax rates expected to be in effect when temporary differences reverse. Adjustments may be required to deferred tax assets and deferred tax liabilities due to changes in tax laws and audit adjustments by tax authorities. A valuation allowance would be established if, based on the weight of available evidence, management believes that it is more likely than not that some portion or all of a recorded deferred tax asset would not be realized in future periods. To the extent adjustments are required in any given period, the adjustments would be included within the “Provision for income taxes” in the Consolidated Statements of Income. Goodwill and Intangible Assets Purchase prices of acquired businesses are allocated to the assets and liabilities acquired based on the estimated fair values on the respective acquisition dates. Based on these values, the excess purchase prices over the fair value of the net assets acquired are allocated to goodwill. At December 31, 2022 and 2021, goodwill and trade name intangible assets which have indefinite lives totaled $ 138.2 million and $ 138.3 million, respectively. The Company assesses potential impairment of its goodwill and intangible assets when there is evidence that events or circumstances have occurred that would indicate the recovery of an asset’s carrying value is unlikely. The Company also assesses potential impairment of its goodwill and intangible assets with indefinite lives on an annual basis regardless of whether there is evidence of impairment. If indicators of impairment were to be present in intangible assets used in operations and future discounted cash flows - 65 - were not expected to be sufficient to recover the assets’ carrying amount, an impairment loss would be charged to expense in the period identified. The amount of an impairment loss would be recognized as the excess of the asset’s carrying value over its fair value. Factors the Company considers important, which may cause impairment include, among others, significant changes in the manner of use of the acquired asset, negative industry or economic trends, and significant underperformance relative to historical or projected operating results. The impairment review of the Company’s goodwill is performed by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The fair value of the reporting unit is compared to its carrying value to determine if the goodwill is impaired. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, then goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit were to exceed its fair value, then a goodwill impairment loss is recorded for the amount the reporting unit’s carrying value exceeds the estimated fair value. The Company conducted its annual impairment analysis in the fourth quarter of 2022. The impairment analysis did no t result in an impairment charge for the fiscal year ended 2022. There were no impairment charges in 2021 or 2020. Determining the fair value of a reporting unit is judgmental and involves the use of significant estimates and assumptions. The Company based its fair value estimates on assumptions that it believes are reasonable but are uncertain and subject to changes in market conditions. Earnings Per Share Basic earnings per share (“EPS”) is computed as net income divided by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is computed assuming conversion of all potentially dilutive securities including the dilutive effects of stock options, unvested restricted stock awards and other potentially dilutive securities. The table below presents the weighted-average common stock used to calculate basic and diluted earnings per share: (in thousands) Year Ended December 31, 2022 2021 2020 Weighted-average common stock for calculating basic earnings per share 24,353 24,220 24,157 Effect of potentially dilutive securities from equity-based compensation 166 295 374 Weighted-average common stock for calculating diluted earnings per share 24,519 24,515 24,531 In 2022, 2021 and 2020, there were no shares having an anti-dilutive effect requiring exclusion from the computation of diluted earnings per share. The Company has made purchases of shares of its common stock from time to time in over-the-counter market (NASDAQ) transactions, through privately negotiated, large block transactions and through a share repurchase plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. In August 2015, the Company’s Board of Directors authorized the Company to repurchase up to 2,000,000 shares of the Company's outstanding common stock (the “Repurchase Plan”). 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 Board of Directors at any time. In the twelve months ended December 31, 2022 and 2021, there were no shares of common stock repurchased. In the twelve months ended December 31, 2020, the Company repurchased 282,221 shares of its common stock for an average purchase price of $ 48.25 per share or an aggregate price of $ 13.6 million. As of December 31, 2022, 1,309,805 shares remain authorized for repurchase. Accounts Receivable and Concentration of Credit Risk The Company’s accounts receivable consist of amounts due from customers for rentals, sales, financed sales and unbilled amounts for the portion of modular building end-of-lease services earned, which were negotiated as part of the lease agreement. Unbilled receivables related to end-of-lease services, which consists of dismantle and return delivery of buildings, were $ 52.6 million at December 31, 2022 and $ 46.2 million at December 31, 2021. The Company sells primarily on 30 -day terms, individually performs credit evaluation procedures on its customers on each transaction and will require security deposits from its customers when a significant credit risk is identified. The Company records an allowance for doubtful accounts in amounts equal to the estimated losses expected to be incurred in the collection of the accounts receivable. The estimated losses are based on historical collection experience in conjunction with an - 66 - evaluation of the current status of the existing accounts. Customer accounts are written off against the allowance for doubtful accounts when an account is determined to be uncollectable. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts receivable from operating lease and non-lease revenues. The Company regularly reviews the allowance by considering factors such as historical payment experience and trends, the age of the accounts receivable balances, the Company’s operating segment, customer industry, credit quality and current economic conditions that may affect a customer’s ability to pay. The Company recognized bad debt expense of $ 0.8 million, $ 0.5 million and $ 1.3 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively. The allowance for doubtful accounts was $ 2.3 million for the year ended December 31, 2022 and $ 2.1 million for the years ended 2021 and 2020. The allowance for doubtful accounts activity was as follows: (in thousands) 2022 2021 Beginning balance, January 1 $ 2,125 $ 2,100 Provision for doubtful accounts 837 451 Acquired Design Space Reserve (see Note 14) — 125 Write-offs, net of recoveries ( 662 ) ( 551 ) Ending balance, December 31 $ 2,300 $ 2,125 Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of trade accounts receivable. From time to time, the Company maintains cash balances in excess of the Federal Deposit Insurance Corporation limits. Net Investment in Sales-Type Leases The Company enters into sales-type leases with certain qualified customers to purchase its rental equipment, primarily at its TRS-RenTelco operating segment. Sales-type leases have terms that generally range from 12 to 36 months and are collateralized by a security interest in the underlying rental asset. The net investment in sales-type leases was $ 4.5 million at December 31, 2022 and $ 2.2 million at December 31, 2021. The Company’s assessment of current expected losses on these receivables was not material and no credit loss expense was provided as of December 31, 2022. The Company regularly reviews the allowance by considering factors such as historical payment experience, the age of the lease receivable balances, credit quality and current economic conditions that may affect a customer's ability to pay. Lease receivables are considered past due 90 days after invoice. The Company manages the credit risk in net investment in sales-type leases, on an ongoing basis, using a number of factors, including, but not limited to the following: historical payment history, credit score, size of operations, length of time in business, industry, historical profitability, historical cash flows, liquidity and past due amounts. The Company uses credit scores obtained from external credit bureaus as a key indicator for the purposes of determining credit quality of its new customers. The Company does not own available for sale debt securities or other financial assets at December 31, 2022. Fair Value of Financial Instruments The Company believes that the carrying amounts for cash, accounts receivable, accounts payable and notes payable approximate their fair values except for fixed rate debt included in notes payable which has an estimated fair value of $ 89.3 million and $ 158.5 million compared to the recorded value of $ 100.0 million and $ 160.0 million as of December 31, 2022 and 2021, respectively. The estimates of fair value of the Company’s fixed rate debt are based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities. Foreign Currency Transactions and Translation The Company's Canadian subsidiary, TRS-RenTelco Inc., a British Columbia corporation (“TRS-Canada”), functions as a branch sales office for TRS-RenTelco in Canada. The functional currency for TRS-Canada is the U.S. dollar. Foreign currency transaction gains and losses of TRS-Canada are reported in the results of operations in the period in which they occur. The Company’s Indian subsidiary, TRS-RenTelco India Private Limited (“TRS-India”), functioned as a rental and sales office for TRS-RenTelco in India, which commenced its closure during 2017. The functional currency for TRS-India is the Indian Rupee. All assets and liabilities of TRS-India are translated into U.S. dollars at period-end exchange rates and all income statement amounts are translated at the average exchange rate for each month within the year. Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments as the foreign currency transactions and risks to date have not been significant. - 67 - Share-Based Compensation The Company measures and recognizes the compensation expense for all share-based awards made to employees and directors, including stock options, stock appreciation rights (“SARs”) and restricted stock units (“RSUs”), based upon estimated fair values. The fair value of stock options and SARs is estimated on the date of grant using the Black-Scholes option pricing model and for RSUs based upon the fair market value of the underlying shares of common stock as of the date of grant. The Company recognizes share-based compensation cost ratably on a straight-line basis over the requisite service period, which generally equals the vesting period. For performance-based RSUs, compensation costs are recognized when it is probable that vesting conditions will be met. In addition, the Company estimates the probable number of shares of common stock that will be earned and the corresponding compensation cost until the achievement of the performance goal is known. The Company recognizes forfeitures based on actual forfeitures when they occur. The Company records share-based compensation costs in “Selling and administrative expenses” in the Consolidated Statements of Income. The Company recognizes a benefit from share-based compensation in the Consolidated Statements of Shareholders’ Equity if an incremental tax benefit is realized. Further information regarding share-based compensation can be found in “ Note 8 – Benefit Plans”. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in determining reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period presented. Actual results could differ from those estimates. The most significant estimates included in the financial statements are the future cash flows and fair values used to determine the recoverability of the rental equipment and identifiable definite and indefinite lived intangible assets carrying value, the various assets’ useful lives and residual values, and the allowance for doubtful accounts. NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS In March 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the separate recognition and measurement guidance for troubled debt restructurings by creditors. In addition, the ASU requires disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of FASB ASC 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. NOTE 3. IMPLEMENTED ACCOUNTING PRONOUNCEMENTS Effective January 1, 2021, the Company adopted the Financial Accounting Standards Board’s Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, expected to reduce cost and complexity related to the accounting for income taxes. The ASU removed specific exceptions to the general principles in Topic 740 (GAAP). It eliminated the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improved financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements. NOTE 4. LEASES Lessee The Company leases real estate for certain of its branch offices and rental equipment storage yards, vehicles and equipment used in its rental operations. The Company determines if an arrangement is a lease at inception. The Company has leases with lease and non-lease components, which are accounted for separately. Right-Of-Use (“ROU”) assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred, which are not material. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company uses the interest rate stated in the lease as the discount rate. If the interest rate is not stated, the Company uses its incremental borrowing rate based on information available on lease commencement date in determining the present value of lease payments. Many of the Company’s real estate lease agreements include options to extend the lease, which are not included in the minimum lease terms - 68 - unless they are reasonably certain to be exercised. These leases include one or more options to renew , with renewal terms that may extend the lease term from one to three years . The amount of payments associated with such options is not material. Short-term leases are leases having a term of twelve months or less and exclude leases with a lease term of one month or less. The Company recognizes short-term leases on a straight-line basis and does not record a related ROU asset or liability for such leases. At December 31, 2022 and 2021 the Company’s ROU assets and operating lease liabilities was $ 11.6 m illi on and $ 11.0 million, respectively, which are recorded in Prepaid expenses and other assets and Accounts payable and accrued liabilities on the Company’s Consolidated Balance Sheets. During the year ended December 31, 2022, operating lease expense was $ 5.9 million, wh ich includes short term lease expense of $ 0.1 million. At December 31, 2022, the weighted-average remaining lease term for operating leases was 2.8 years and the weighted average discount rate was 3.88 %. The Company had no sub-lease income during the year ended December 31, 2022, and did no t have any finance leases as of December 31, 2022. Supplemental cash flow information related to leases was as follows: (in thousands) Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,863 $ 5,171 Right of use assets obtained in exchange for lease obligations: Operating leases $ 3,284 $ 8,116 As of December 31, 2022, maturities of operating lease liabilities were as follows: (in thousands) Year ended December 31, 2023 $ 5,003 2024 3,614 2025 2,340 2026 1,139 2027 56 Total lease payments 12,152 Less: imputed interest ( 559 ) $ 11,593 Lessor The Company’s equipment rentals for each of its operating segments are governed by agreements that detail the lease terms and conditions. The determination of whether these contracts with customers contain a lease generally does not require significant judgement. The Company accounts for these rentals as operating leases. These leases do not include material amounts of variable payments and the Company has made the accounting policy election to exclude all taxes assessed by a governmental authority. The Company generally does not provide an option for the lessee to purchase the rented equipment at the end of the lease term, thus, does not generate material revenue from sales of equipment under such options. Initial lease terms vary in length based upon customer needs and generally range from one to sixty months . Customers have the option to keep equipment on rent beyond the initial lease term on a month-to month basis based upon their needs. All of the Company’s rental products have long useful lives relative to the typical rental term with the original investment typically recovered in approximately three to five years . The rental products are typically rented for a majority of the time owned and a significant portion of the original investment is recovered when sold from inventory. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. - 69 - As of December 31, 2022, maturities of operating lease payments to be received in 2023 and thereafter were as follows: (in thousands) Year Ended December 31, 2023 $ 123,142 2024 38,784 2025 13,135 2026 4,301 2027 1,284 Thereafter 63 $ 180,709 In the year ended December 31, 2022, the Company’s lease revenues were $ 524.5 million, consisting of $ 520.8 million of operating lease revenues and $ 3.7 million of finance lease revenues. The Company has entered into finance leases to finance certain equipment sales to customers. The lease agreements have a bargain purchase option at the end of the lease term. For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment. For the year ended December 31, 2022, the Company’s finance lease revenues included $ 3.3 million of sales revenues and $ 0.4 million of interest income. The minimum lease payments receivable and the net investment are included in Accounts receivable on the Company’s Consolidated Balance Sheet for such leases, which were as follows: (in thousands) December 31, 2022 Gross minimum lease payments receivable $ 5,048 Less – unearned interest ( 594 ) Net investment in finance lease receivables $ 4,454 As of December 31, 2022, the future minimum lease payments under non-cancelable finance leases to be received in 2023 and thereafter were as follows: (in thousands) Year Ended December 31, 2023 $ 2,155 2024 1,154 2025 557 2026 456 2027 132 Total minimum future lease payments to be received $ 4,454 NOTE 5. REVENUE RECOGNITION The Company’s accounting for revenues is governed by two accounting standards. The majority of the Company’s revenues are considered lease or lease related and are accounted for in accordance with Topic 842, Leases. Revenues determined to be non-lease related are accounted for in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The Company accounts for revenues when approval and commitment from both parties have been obtained, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company typically recognizes non-lease related revenues at a point in time because the customer does not simultaneously consume the benefits of the Company’s promised goods and services, or performance obligations, and obtain control when delivery and installation are complete. For contracts that have multiple performance obligations, the transaction price is allocated to each performance obligation in the contract based on the Company’s best estimate of the standalone selling prices of each distinct performance obligation in the contract. The standalone selling price is typically determined based upon the expected cost plus an estimated margin of each performance obligation. The Company generally rents and sells to customers on 30 day payment terms. The Company does not typically offer variable payment terms, or accept non-monetary consideration. Amounts billed and due from the Company’s customers are classified as Accounts receivable on the Company’s consolidated balance sheet. For certain sales of modular buildings, progress payments from the customer are received during the manufacturing of new equipment, or the preparation of used equipment. The advance payments are not considered a significant financing component because the payments are used to meet working capital needs during the contract and - 70 - to protect the Company from the customer failing to adequately complete their obligations under the contract. These contract liabilities are included in Deferred income on the Company’s consolidated balance sheets and totaled $ 27.4 million and $ 16.8 million at December 31, 2022 and 2021, respectively. Sales revenues totaling $ 11.5 million were recognized during the year ended December 31, 2022, which were included in the contract liability balance at December 31, 2021. For certain modular building sales, the customer retains a small portion of the contract price until full completion of the contract, which results in revenue earned in excess of billings. These unbilled contract assets are included in Accounts receivable on the Company’s consolidated balance sheets and totaled $ 0.6 million and $ 1.3 million at December 31, 2022 and 2021, respectively. Lease Revenues Rental revenues from operating leases are recognized on a straight-line basis over the term of the lease for all operating segments. Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned. Rental related services revenues are primarily associated with relocatable modular building and liquid and solid containment tanks and boxes leases. For modular building leases, rental related services revenues for modifications, delivery, installation, dismantle and return delivery are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer. These revenues are recognized on a straight-line basis over the term of the lease. Certain leases are accounted for as sales-type leases. For these leases, sales revenue and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment. Other revenues include interest income on sales-type leases and rental income on facility leases. Non-Lease Revenues Non-lease revenues are recognized in the period when control of the performance obligation is transferred, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. For liquid and solid containment solutions, portable storage containers and electronic test equipment, rental related services revenues for delivery and return delivery are considered non-lease revenues. Sales revenues are typically recognized at a point in time, which occurs upon the completion of delivery, installation and acceptance of the equipment by the customer. Accounting for non-lease revenues requires judgment in determining the point in time the customer gains control of the equipment and the appropriate accounting period to recognize revenue. Sales taxes charged to customers are reported on a net basis and are excluded from revenues and expenses. - 71 - The following table disaggregates the Company’s revenues by lease (within the scope of Topic 842) and non-lease revenues (within the scope of Topic 606) and the underlying service provided for the three years ended December 31, 2022, 2021 and 2020: (in thousands) Mobile Modular TRS- RenTelco Adler Tanks Enviroplex Consolidated Year Ended December 31, 2022 Leasing $ 331,201 $ 125,695 $ 67,603 $ — $ 524,499 Non-lease: Rental related services 30,430 2,579 27,165 — 60,174 Sales 99,978 21,267 2,933 23,170 147,348 Other 108 1,237 457 — 1,802 Total non-lease 130,516 25,083 30,555 23,170 209,324 Total revenues $ 461,717 $ 150,778 $ 98,158 $ 23,170 $ 733,823 2021 Leasing $ 269,175 $ 116,769 $ 56,654 $ — $ 442,598 Non-lease: Rental related services 25,034 2,469 22,487 — 49,990 Sales 68,982 19,788 2,930 31,081 122,781 Other 125 1,168 171 — 1,464 Total non-lease 94,141 23,425 25,588 31,081 174,235 Total revenues $ 363,316 $ 140,194 $ 82,242 $ 31,081 $ 616,833 2020 Leasing $ 235,003 $ 112,210 $ 54,710 $ — $ 401,923 Non-lease: Rental related services 22,576 2,618 21,320 — 46,514 Sales 63,863 24,461 1,386 32,737 122,447 Other 82 1,522 66 — 1,670 Total non-lease 86,521 28,601 22,772 32,737 170,631 Total revenues $ 321,524 $ 140,811 $ 77,482 $ 32,737 $ 572,554 Customer returns of rental equipment prior to the end of the rental contract term are typically billed a cancellation fee, which is recorded as rental revenue in the period billed. Sales of new relocatable modular buildings, portable storage containers, electronic test equipment and related accessories and liquid and solid containment tanks and boxes not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold. The Company typically provides limited 90 -day warranties for certain sales of used rental equipment and one-year warranties on equipment manufactured by Enviroplex. Although the Company’s policy is to provide reserves for warranties when required for specific circumstances, the Company has not found it necessary to establish such reserves to date as warranty costs have not been significant. The Company’s incremental cost of obtaining lease contracts, which consists of salesperson commissions, are deferred and amortized over the initial lease term for modular building leases. Incremental costs for obtaining a contract for all other operating segments are expensed in the period incurred because the lease term is typically less than 12 months. NOTE 6. NOTES PAYABLE Notes payable consists of the following: (in thousands) December 31, 2022 2021 Unsecured revolving lines of credit $ 313,775 $ 266,500 3.84 % Series C senior notes due in 2022 — 60,000 2.35 % Series E senior notes due in 2026 60,000 60,000 2.57 % Series D senior notes due in 2028 40,000 40,000 413,775 426,500 Unamortized debt issuance cost ( 33 ) ( 49 ) $ 413,742 $ 426,451 - 72 - As of December 31, 2022, the future minimum payments under the unsecured revolving lines of credit, 2.35 % Series E senior notes and 2.57 % Series D senior notes due in 2026 and 2028 , respectively, are as follows: (in thousands) Year Ended December 31, 2023 $ — 2024 — 2025 — 2026 60,000 2027 313,775 Thereafter 40,000 $ 413,775 Unsecured Revolving Lines of Credit On July 15, 2022, the Company entered into an amended and restated credit agreement with Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and lender, and other lenders named therein (the “Credit Facility”). The Credit Facility provides for a $ 650.0 million unsecured revolving credit facility (which may be further increased to $ 950.0 million by adding one or more tranches of term loans and/or increasing the aggregate revolving commitments), which includes a $ 40.0 million sublimit for the issuance of standby letters of credit and a $ 20.0 million sublimit for swingline loans. The proceeds of the Credit Facility are available to be used for general corporate purposes, including permitted acquisitions. The Credit Facility permits the Company’s existing indebtedness to remain, which includes the Company’s $ 20.0 million Treasury Sweep Note due July 15, 2027 , the Company’s existing senior notes issued pursuant to the Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc., dated as of April 21, 2011 (as amended): (i) the $ 60.0 million aggregate outstanding principal of notes issued November 5, 2015, which were repaid on November 5, 2022 , (ii) the $ 40.0 million aggregate outstanding principal of notes issued March 17, 2021 and due March 17, 2028 , and (iii) the $ 60.0 million aggregate outstanding principal of notes issued June 16, 2021 and due June 16, 2026 . In addition, the Company may incur additional senior note indebtedness in an aggregate amount not to exceed $ 250.0 million. The Credit Facility matures on July 15, 2027 and replaced the Company’s prior $ 420.0 million credit facility dated March 31, 2020 with Bank of America, N.A., as agent, as amended. All obligations outstanding under the prior credit facility as of the date of the Credit Facility were refinanced by the Credit Facility on July 15, 2022. On August 19, 2022, the Company entered into an amended and restated Credit Facility Letter Agreement and a Credit Line Note in favor of MUFG Union Bank, N.A., which provides for a $ 20.0 million line of credit facility related to its cash management services (“Sweep Service Facility”). The Sweep Service Facility matures on the earlier of July 15, 2027 , or the date the Company ceases to utilize MUFG Union Bank, N.A. for its cash management services. The Sweep Service Facility replaced the Company’s prior $12.0 million sweep service facility, dated as of March 30, 2020. At December 31, 2022, under the Credit Facility and Sweep Service Facility, the Company had unsecured lines of credit that permit it to borrow up to $ 650.0 million of which $ 313.8 million was outstanding. 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 Amended Credit Facility): • 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 December 31, 2022, the actual ratio was 4.20 to 1. • Permit the Consolidated Leverage Ratio of funded debt to EBITDA at any time during any period of four consecutive fiscal quarters to be greater than 2.75 to 1. At December 31, 2022, the actual ratio was 1.45 to 1. Amounts borrowed under the Credit Facility bear interest at the Company’s option at either: (i) SOFR plus a defined margin, or (ii) the Agent bank’s prime rate (“base rate”) plus a margin. The applicable margin for each type of loan is measured based upon the Consolidated Leverage Ratio at the end of the prior fiscal quarter and ranges from 1.00 % to 1.75 % for SOFR loans and 0 % to 0.75 % for base rate loans. In addition, the Company pays an unused commitment fee for the portion of the $ 650.0 million credit facility that is not used. These fees are based upon the Consolidated Leverage Ratio and range from 0.15 % to 0.30 %. As o f December 31, 2022 and 2021, the applicable margins were 1.25 % for SOFR based loans, 0.25 % for base rate loans and 0.20 % for unused fees. Amounts borrowed under the Sweep Service Facility are based upon the MUFG Union Bank, N.A. base rate plus an applicable margin and an unused commitment fee for the portion of the $ 20.0 million facility not used. The applicable base rate - 73 - margin and unused commitment fee rates for the Sweep Service Facility are the same as for the Amended Credit Facility. The following information relates to the lines of credit for each of the following periods: (dollar amounts in thousands) Year Ended December 31, 2022 2021 Maximum amount outstanding $ 328,752 $ 389,740 Average amount outstanding $ 276,399 $ 239,134 Weighted average interest rate, during the period 3.29 % 2.07 % Prime interest rate, end of period 7.50 % 3.25 % Note Purchase and Private Shelf Agreement On March 31, 2020, the Company entered into an Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”) with PGIM, Inc. (“PGIM”) and the holders of Series B and Series C Notes previously issued pursuant to the Prior NPA, among the Company and the other parties to the Note Purchase Agreement. 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 3.68 % Series B Senior Notes, which were repaid on March 17, 2021 , and (ii) $ 60.0 million aggregate principal amount of its 3.84 % Series C Senior Notes, which were repaid on November 5, 2022 , to which the terms of the Note Purchase Agreement shall apply. In addition, pursuant to the Note Purchase Agreement, the Company may authorize the issuance and sale of additional senior notes (the “Shelf Notes”) in the aggregate principal amount of (x) $ 250 million minus (y) the amount of other notes (such as the Series B Senior Notes and Series C 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. 2.57% Senior Notes Due in 2028 On March 17, 2021, the Company issued and sold to the purchasers $ 40 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 December 31, 2022, 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 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 are an unsecured obligation of the Company and bear interest at a rate of 2.35 % per annum and mature on June 16, 2026 . Interest on the Series E Senior Notes is payable semi-annually beginning on December 16, 2021 and continuing thereafter on June 16 and December 16 of each year until maturity. The principal balance is due when the notes mature on June 16, 2026. The full net proceeds from the Series E Senior Notes were used to pay down the Company’s credit facility. At December 31, 2022, the principal balance outstanding under the Series E Senior Notes was $ 60.0 million. Among other restrictions, the Note Purchase Agreement, which has superseded in its entirety the Prior NPA, under which the Series D Senior Notes and Series E 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): - 74 - • 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 December 31, 2022, the actual ratio was 4.16 to 1. • Permit the Consolidated Leverage Ratio of funded debt to EBITDA at any time during any period of four consecutive quarters to be greater than 2.75 to 1. At December 31, 2022, the actual ratio was 1.45 to 1. At December 31, 2022, 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, though, significant deterioration in the Company’s financial performance could impact its ability to comply with these covenants. NOTE 7. INCOME TAXES Income before provision (benefit) for income taxes consisted of the following: (in thousands) Year Ended December 31, 2022 2021 2020 U.S. $ 149,759 $ 121,660 $ 131,898 Foreign 261 96 146 $ 150,020 $ 121,756 $ 132,044 The provision (benefit) for income taxes consisted of the following: (in thousands) Year Ended December 31, 2022 2021 2020 Current: U.S. Federal $ 19,480 $ ( 1,692 ) $ 23,975 State 8,708 5,360 6,545 Foreign 2,208 2,035 1,733 30,396 5,703 32,253 Deferred: U.S. Federal 4,563 23,433 ( 755 ) State ( 68 ) 2,896 ( 1,424 ) Foreign ( 9 ) 19 ( 14 ) 4,486 26,348 ( 2,193 ) Total $ 34,882 $ 32,051 $ 30,060 The reconciliation of the U.S. federal statutory tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.9 5.1 4.7 State deferred tax apportionment change, net of federal benefit ( 1.1 ) 1.6 ( 1.6 ) Valuation allowance 0.0 0.0 0.0 Share-based compensation ( 1.7 ) ( 2.1 ) ( 1.4 ) Enactment of the Tax Cuts and Jobs Act ( 0.2 ) — ( 0.3 ) Other 0.3 0.7 0.4 23.2 % 26.3 % 22.8 % - 75 - The following table shows the deferred income taxes related to the temporary differences between the tax bases of assets and liabilities and the respective amounts included in “Deferred income taxes, net” on the Company’s Consolidated Balance Sheets: (in thousands) December 31, 2022 2021 Deferred tax liabilities: Accelerated depreciation $ 249,568 $ 244,141 Prepaid costs currently deductible 8,646 6,069 Other 8,124 6,553 Total deferred tax liabilities 266,338 256,763 Deferred tax assets: Accrued costs not yet deductible 12,207 11,010 Allowance for doubtful accounts 588 548 Deferred revenues 4,069 219 Share-based compensation 2,563 2,561 Total deferred tax assets, net of valuation allowance of $ 0.2 million in 2022 and 2021 19,427 14,338 Deferred income taxes, net $ 246,911 $ 242,425 In December 2016, the Company decided to exit the Bangalore, India branch operations of its TRS-RenTelco electronics division. The wind down of operations in India began in 2017. As a result, a valuation allowance was recorded against the deferred tax assets that resulted primarily from accumulated net operating loss carry forwards in India that management estimated the benefit of which will not be realized. As of December 31, 2022, the Company’s foreign net operating losses for tax purposes were $ 0.6 million. If not realized, these carry forwards will begin to expire in 2023 . For income tax purposes, deductible compensation related to share-based awards is based on the value of the award when realized, which may be different than the compensation expense recognized by the company for financial statement purposes which is based on the award value on the date of grant. The difference between the value of the award upon grant, and the value of the award when ultimately realized, creates either additional tax expense or benefit. In 2022, 2021 and 2020 exercise of share-based awards by employees resulted in an excess tax benefit of $ 2.6 million, $ 2.5 million and $ 1.9 million, respectively. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company evaluated all of its tax positions for which the statute of limitations remained open and determined there were no material unrecognized tax benefits as of December 31, 2022 and 2021. In addition, there have been no material changes in unrecognized benefits during 2022, 2021 and 2020. The Company is subject to income taxes in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to interpretation of the related tax laws and regulations and require the application of significant judgment. Our income tax returns are subject to examination by federal, state and foreign tax authorities. There may be differing interpretations of tax laws and regulations, and as a result, disputes may arise with these tax authorities involving the timing and amount of deductions and allocation of income. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before 2018. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision (benefit) for income taxes in the accompanying Consolidated Statements of Income for all periods presented. Such interest and penalties were not significant for the years ended December 31, 2022, 2021 and 2020. NOTE 8. BENEFIT PLANS Stock Plans The Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”), effective June 8, 2016, under which 2,000,000 shares of the common stock of the Company, plus the number of shares that remain available for grants of awards under the Company's 2007 Stock Option Plan (the “2007 Plan”) become available as a result of forfeiture, termination, or expiration of awards previously granted under the 2007 Plan, were reserved for the grant of equity awards to its employees, directors and consultants. The equity awards have - 76 - a maximum term of 7 years at an exercise price of not less than 100 % of the fair market value of the Company's common stock on the date the equity award is granted. The 2016 Plan replaced the 2007 Plan. The 2016 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock units (“RSUs”), the vesting of which may be performance-based or service-based, and other rights and benefits. Each RSU issued reduces the number of shares of the Company’s common stock available for grant under the 2016 Plan by two shares. There were no significant modifications to the 2016 Plan or awards classified as liabilities in the year ended December 31, 2022. For the years ended December 31, 2022, 2021 and 2020, the share-based compensation expense was $ 8.0 million, $ 7.7 million and $ 5.5 million, respectively, before provision for income taxes. The Company recorded a tax benefit of approximately $ 2.2 million, $ 2.1 million and $ 1.5 million, respectively, related to the aforementioned share-based compensation expenses. There was no capitalized share-based compensation expense in the years ended December 31, 2022, 2021 and 2020. Stock Options As of December 31, 2022, a cumulative total of 8,458,600 shares subject to options have been granted with exercise prices ranging from $ 3.47 to $ 40.37 . Of these, options have been exercised for the purchase of 6,767,253 shares, while options for 1,672,732 shares have been terminated, and options for 139,350 shares with exercise prices ranging from $ 24.60 to $ 40.37 remained outstanding under the stock plans. These options vest over five years and expire seven years after grant. To date, no options have been issued to any of the Company’s non-employee advisors. As of December 31, 2022, 1,263,760 shares remained available for issuance of awards under the stock plans. A summary of the Company’s option activity and related information for the three years ended December 31, 2022 is as follows: Number of options Weighted- average price Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in millions) Balance at December 31, 2019 580,140 $ 29.57 Options granted — — Options exercised ( 163,670 ) 30.22 Options cancelled/forfeited/expired ( 7,060 ) 28.95 Balance at December 31, 2020 409,410 29.33 Options granted — — Options exercised ( 133,020 ) 28.57 Options cancelled/forfeited/expired ( 1,760 ) 34.57 Balance at December 31, 2021 274,630 29.66 Options granted — — Options exercised ( 135,280 ) 25.61 Options cancelled/forfeited/expired — — Balance at December 31, 2022 139,350 $ 33.59 1.04 $ 9.1 Exercisable at December 31, 2022 139,350 $ 33.59 1.04 $ 9.1 Expected to vest after December 31, 2022 139,350 $ 33.59 1.04 $ 9.1 The intrinsic value of stock options at any point in time is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. The aggregate intrinsic value of options exercised and sold under the Company’s stock option plans was $ 7.9 million, $ 7.0 million and $ 5.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, determined as of the date of option exercise. As of December 31, 2022, there was no unrecognized compensation cost related to unvested share-based compensation option arrangements granted under the Company’s stock plans. - 77 - The following table indicates the options outstanding and options exercisable by exercise price with the weighted-average remaining contractual life for the options outstanding and the weighted-average exercise price at December 31, 2022: Options Outstanding Options Exercisable Exercise price Number outstanding at December 31, 2022 Weighted-average remaining contractual life (Years) Weighted-average grant date value Number exercisable at December 31, 2022 Weighted-average grant date value $ 20 – 25 16,850 0.17 $ 24.60 16,850 $ 24.60 $ 25 – 30 — — $ — — $ — $ 30 – 35 115,020 1.16 $ 34.54 115,020 $ 34.54 $ 35 – 40 6,800 1.00 $ 39.19 6,800 $ 39.19 $ 40 – 45 680 1.67 $ 40.37 680 $ 40.37 $ 20 – 45 139,350 1.04 $ 33.59 139,350 $ 33.59 The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of share-based compensation at the date of grant, which requires the use of accounting judgment and financial estimates, including estimates of the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of the Company’s stock price over the expected term and the expected number of options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could produce significantly different estimates of the fair value of share-based compensation amounts recognized in the Consolidated Statements of Income. No options were granted in the years ended December 31, 2022, 2021 and 2020. Restricted Stock Units The following table summarizes the activity of the Company’s RSUs, which includes service-based and performance-based awards, for the three years ended December 31, 2022: Weighted- Aggregate average intrinsic Number grant date value of shares fair value (in millions) Balance at December 31, 2019 196,248 $ 50.68 RSUs granted 126,540 50.99 RSUs vested ( 89,225 ) 43.42 RSUs cancelled/forfeited/expired ( 7,593 ) 57.93 Balance at December 31, 2020 225,970 57.06 RSUs granted 116,326 72.75 RSUs vested ( 116,242 ) 53.32 RSUs cancelled/forfeited/expired ( 8,646 ) 52.78 Balance at December 31, 2021 217,408 67.63 RSUs granted 95,028 77.79 RSUs vested ( 114,274 ) 58.30 RSUs cancelled/forfeited/expired ( 10,754 ) 70.10 Balance at December 31, 2022 187,408 $ 76.74 $ 18.4 Performance-based RSUs issued prior to 2018 vest over five years , with 60 % of the shares immediately vesting after three years when the performance criteria has been determined to have been met and 20 % of the remaining shares vesting annually at the anniversary of the performance determination date, subject to continuous employment of the participant. The performance-based RSU grants issued in 2018 and thereafter vest after three years with 100 % of the shares vesting immediately when performance criteria has been determined to have been met. There were 92,310 performance-based RSUs expected to vest as of December 31, 2022. Service based RSUs issued to the Company’s directors generally vest over twelve to fourteen months . Service based RSUs issued to the Company’s management vest over three years. There were 95,098 service-based RSUs expected to vest as of December 31, 2022. No forfeitures are currently expected. The total fair value of RSUs that vested during the years ended December 31, 2022, 2021 and 2020 based on the weighted average grant date values was $ 9.3 million, $ 9.2 million and $ 6.0 million, respectively. Share-based compensation expense for RSUs for the years ended December 31, 2022, 2021 and 2020 was $ 7.9 million, $ 7.3 million and $ 4.6 million, respectively. As of December 31, 2022, the total unrecognized compensation expense related to unvested RSUs was $ 8.5 million and is expected to be recognized over a weighted-average period of 1.2 years. - 78 - Employee Stock Ownership and 401(k) Plans The McGrath RentCorp Employee Stock Ownership and 401(k) Plan (the “KSOP”) provides that each participant may annually contribute an elected percentage of his or her salary, not to exceed the statutory limit. Each employee who has at least two months of service with the Company and is 21 years or older, is eligible to participate in the KSOP. The Company, at its discretion, may make matching contributions. Contributions are expensed in the year approved by the Board of Directors. Dividends on the Company’s stock held by the KSOP are treated as ordinary dividends and, in accordance with existing tax laws, are deducted by the Company in the year paid. For the year ended December 31, 2022 dividends deducted by the Company were $ 0.5 million, which resulted in a tax benefit of approximately $ 0.1 million in 2022. At December 31, 2022, the KSOP held 258,758 shares, or 1 % of the Company’s total common shares outstanding. These shares are included in basic and diluted earnings per share calculations. NOTE 9. SHAREHOLDERS’ EQUITY The Company has in the past made purchases of shares of its common stock from time to time in over-the-counter market (NASDAQ) transactions, through privately negotiated, large block transactions and through a share repurchase plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. In August 2015, the Company’s Board of Directors authorized the Company to repurchase 2,000,000 shares of the Company's outstanding common stock (the “Repurchase Plan”). 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 program may be modified, extended or terminated by the Board of Directors at any time. There were no shares of common stock repurchased during the twelve months ended December 31, 2022 and 2021. As of December 31, 2022, 1,309,805 shares remain authorized for repurchase under the Repurchase Plan. NOTE 10. COMMITMENTS AND CONTINGENCIES The Company leases certain facilities under various operating leases. Most of the lease agreements provide the Company with the option of renewing its lease at the end of the lease term, at the fair rental value. In most cases, management expects that in the normal course of business, facility leases will be renewed or replaced by other leases. Minimum payments under these leases, exclusive of property taxes and insurance, are as follows: (in thousands) Year Ended December 31, 2023 $ 4,417 2024 3,375 2025 2,183 2026 1,080 2027 56 $ 11,111 Facility rent expense was $ 7.0 million in 2022, $ 5.6 million in 2021 and $ 3.7 million in 2020. The Company is involved in various lawsuits and routine claims arising out of the normal course of its business. The Company maintains insurance coverage for its operations and employees with appropriate aggregate, per occurrence and deductible limits as the Company reasonably determines necessary or prudent with current operations and historical experience. The major policies include coverage for property, general liability, auto, directors and officers, health, and workers’ compensation insurances. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions at least quarterly and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Litigation is inherently unpredictable and is subject to significant uncertainties, some of which are beyond the Company’s control. In the opinion of management, there was not at least a reasonable possibility that the ultimate amount of liability not covered by insurance, if any, under any pending litigation and claims, individually or in the aggregate, will have a material adverse effect on the financial position or operating results of the Company. The Company’s health plans are self-funded high deductible plans with annual stop-loss insurance of $ 200,000 per claim. Beginning in 2019, the Company’s workers compensation insurance is underwritten by an insurance company with no stop-loss value and $ 350,000 for prior claim years. Insurance providers are responsible for making claim payments that exceed these amounts on an individual claim basis. In addition, the Company has stop loss insurance that pays for claim payments made during a twelve month - 79 - coverage period that exceeds certain specified thresholds in the aggregate. The Company records an expense when health and workers compensation claim payments are made and accrues for the portion of claims incurred, but not yet paid at period end. The Company makes these accruals based upon a combination of historical claim payments, loss development experience and actuarial estimates. A high degree of judgment is required in developing the underlying assumptions and the resulting amounts to be accrued. In addition, our assumptions will change as the Company’s loss experience develops. All of these factors have the potential for impacting the amounts previously accrued and the Company may be required to increase or decrease the amounts previously accrued. At December 31, 2022 and 2021, accruals for the Company’s health and workers’ compensation high deductible plans were $ 2.0 million and $ 2.5 million, respectively. NOTE 11. INTANGIBLE ASSETS Intangible assets consist of the following: (dollar amounts in thousands) Estimated useful life in years Average remaining life in years Cost Accumulated amortization Net book value December 31, 2022 Customer relationships 8 to 11 6.3 $ 50,284 $ ( 18,098 ) $ 32,186 Non-compete agreements 5 3.2 3,296 ( 1,159 ) 2,137 Customer backlog — — 1,900 ( 1,900 ) — Trade name 8 6.3 1,200 ( 263 ) 937 Total amortizing 56,680 ( 21,420 ) 35,260 Trade name - non-amortizing Indefinite 5,871 — 5,871 Total $ 62,551 $ ( 21,420 ) $ 41,131 December 31, 2021 Customer relationships 8 to 11 7.3 $ 50,285 $ ( 12,991 ) $ 37,294 Non-compete agreements 5 4.2 3,296 ( 499 ) 2,797 Customer backlog 0.5 — 1,900 ( 1,900 ) — Trade name 8 7.3 1,200 ( 113 ) 1,087 Total amortizing 56,681 ( 15,503 ) 41,178 Trade name - non-amortizing Indefinite 5,871 — 5,871 Total $ 62,552 $ ( 15,503 ) $ 47,049 Intangible assets with finite useful lives are amortized over their respective useful lives. Amortization expense in the years ended December 31, 2022, 2021 and 2020 was $ 5.9 million, $ 5.9 million and $ 0.2 million, respectively. Based on the carrying values at December 31, 2022 and assuming no subsequent impairment of the underlying assets, the annual amortization is expected to be $ 5.9 million in 2023 through 2025, $ 5.4 million in 2026 and $ 5.2 million in 2027. NOTE 12. RELATED PARTY TRANSACTIONS There were no significant related party transactions in the years ended December 31, 2022 and 2021, or amounts owed to related parties at such dates. - 80 - NOTE 13. SEGMENT REPORTING FASB guidelines establish annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. In accordance with these guidelines the Company’s four reportable segments are Mobile Modular, TRS-RenTelco, Adler Tanks and Enviroplex. Management focuses on several key measures to evaluate and assess each segment’s performance including rental revenue growth, gross margin, Adjusted EBITDA and income before provision for income taxes. Excluding interest expense, allocations of revenue and expense not directly associated with one of these segments are generally allocated to Mobile Modular, TRS-RenTelco and Adler Tanks, based on their pro-rata share of direct revenues. Interest expense is allocated amongst Mobile Modular, TRS-RenTelco and Adler Tanks based on their pro-rata share of average rental equipment at cost, goodwill, intangible assets, accounts receivable, deferred income and customer security deposits. The Company does not report total assets by business segment. Summarized financial information for the years ended December 31, 2022, 2021 and 2020, for the Company’s reportable segments is shown in the following tables: (dollar amounts in thousands) Mobile Modular TRS- RenTelco Adler Tanks Enviroplex 1 Consolidated Year Ended December 31, 2022 Rental revenues $ 268,288 $ 121,375 $ 66,366 $ — $ 456,029 Rental related services revenues 91,851 3,112 27,654 — 122,617 Sales and other revenues 101,578 26,291 4,138 23,170 155,177 Total revenues 461,717 150,778 98,158 23,170 733,823 Depreciation of rental equipment 31,172 49,253 16,004 — 96,429 Gross profit 217,187 67,899 46,700 5,122 336,908 Selling and administrative expenses 110,234 27,245 28,428 5,435 171,342 Income (loss) from operations 106,953 40,654 18,272 ( 313 ) 165,566 Interest expense (income) allocation 10,175 3,294 2,938 ( 1,239 ) 15,168 Income before provision for income taxes 96,778 36,982 15,334 926 150,020 Adjusted EBITDA 3 159,224 92,007 37,660 ( 25 ) 288,866 Rental equipment acquisitions 121,607 69,928 3,623 — 195,158 Accounts receivable, net (period end) 139,107 26,442 20,172 4,302 190,023 Rental equipment, at cost (period end) 1,123,268 398,267 308,396 — 1,829,931 Rental equipment, net book value (period end) 815,392 174,924 137,738 — 1,128,054 Utilization (period end) 2 80.7 % 59.4 % 57.1 % Average utilization 2 79.1 % 64.2 % 53.1 % - 81 - Segment Data (Continued) (dollar amounts in thousands) Mobile Modular TRS- RenTelco Adler Tanks Enviroplex 1 Consolidated Year Ended December 31, 2021 Rental revenues $ 220,569 $ 113,419 $ 56,025 $ — $ 390,013 Rental related services revenues 72,330 2,880 22,851 — 98,061 Sales and other revenues 70,417 23,895 3,366 31,081 128,759 Total revenues 363,316 140,194 82,242 31,081 616,833 Depreciation of rental equipment 28,071 47,374 16,442 — 91,887 Gross profit 176,040 61,394 33,699 9,888 281,021 Selling and administrative expenses 92,603 25,152 25,542 5,303 148,600 Income from operations 83,436 36,243 8,157 4,585 132,421 Interest expense (income) allocation 6,433 2,270 2,211 ( 459 ) 10,455 Income before provision for income taxes 77,003 33,763 5,946 5,044 121,756 Adjusted EBITDA 3 130,089 85,723 27,961 4,844 248,617 Rental equipment acquisitions 188,392 61,097 191 — 249,680 Accounts receivable, net (period end) 112,295 22,115 16,378 8,711 159,499 Rental equipment, at cost (period end) 1,040,094 361,391 309,908 — 1,711,393 Rental equipment, net book value (period end) 751,537 161,900 151,787 — 1,065,224 Utilization (period end) 2 76.4 % 62.9 % 47.6 % Average utilization 2 76.2 % 67.0 % 45.4 % 2020 Rental revenues $ 188,719 $ 109,083 $ 53,988 $ — $ 351,790 Rental related services revenues 67,527 3,080 21,786 — 92,393 Sales and other revenues 65,278 28,648 1,708 32,737 128,371 Total revenues 321,524 140,811 77,482 32,737 572,554 Depreciation of rental equipment 22,967 46,472 16,427 — 85,866 Gross profit 155,874 60,864 34,079 12,929 263,746 Selling and administrative expenses 68,470 24,306 24,764 5,453 122,993 Income from operations 87,404 36,558 9,315 7,476 140,753 Interest expense (income) allocation 5,104 2,133 2,107 ( 557 ) 8,787 Income before benefit for income taxes 82,300 34,503 7,208 8,033 132,044 Adjusted EBITDA 3 119,202 85,082 29,010 7,729 241,023 Rental equipment acquisitions 39,078 42,588 2,541 — 84,207 Accounts receivable, net (period end) 81,640 22,735 13,655 5,286 123,316 Rental equipment, at cost (period end) 882,115 333,020 315,706 — 1,530,841 Rental equipment, net book value (period end) 611,590 156,536 169,990 — 938,116 Utilization (period end) 2 76.0 % 67.4 % 39.8 % Average utilization 2 77.2 % 66.2 % 44.6 % 1. Gross Enviroplex sales revenues were $ 24,162 , $ 32,095 and $ 34,014 in 2022, 2021 and 2020, respectively. There were $ 992 and $ 1,014 inter-segment sales to Mobile Modular in 2022 and 2021, which have been eliminated in consolidation. There were no inter-segment sales in 2019. 2. Utilization is calculated each month by dividing the cost of rental equipment on rent by the total cost of rental equipment excluding new equipment inventory and accessory equipment. The average utilization for the period is calculated using the average costs of rental equipment. 3. During the year ended December 31, 2022, the calculation for Adjusted EBITDA was adjusted to include one-time transaction costs attributed to acquisition, divestiture and integration related activities. For comparability, the transaction costs incurred during 2021 were included in the Adjusted EBITDA calculation for the year ended December 31, 2021. During the years ended December 31, 2022 and 2021, there were $ 4.3 million and $ 2.0 million of transaction costs, respectively, included in the Adjusted EBITDA calculation. There were no transaction costs included in the calculation for the year ended December 31, 2020. Additional information on Adjusted EBITDA can be found on page 46. No single customer accounted for more than 10% of total revenues during 2022, 2021 and 2020. Revenue from foreign country customers for the same periods accounted for 4 % of the Company’s total revenues. NOTE 14. ACQUISITIONS On May 17, 2021, the Company completed the purchase of substantially all of the assets of Design Space Modular Buildings PNW, LP (“Design Space”) for $ 267.3 million in cash consideration on the closing date. Design Space provides modular buildings and portable storage containers rental and sale solutions to customers in the West and Pacific Northwest states in the U.S. The acquisition was accounted for as a purchase of a “business” in accordance with criteria in ASC 805, Business Combinations, using the purchase - 82 - method of accounting. Under the purchase method of accounting, the total purchase price is assigned to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values on the closing date. The excess of the purchase price over those fair values is recorded as goodwill. The financial results of Design Space were a part of the Mobile Modular segment since May 17, 2021, including $ 1.7 million of transaction costs. On April 1, 2021 the Company completed the purchase of assets of GRS Holding LLC, DBA Kitchens To Go (“Kitchens To Go”) for $ 18.3 million in cash consideration. Kitchens To Go provides interim and permanent modular kitchen solutions for foodservice providers that require flexible facilities to continue or expand operations. The acquisition was accounted for as a purchase of a “business” in accordance with criteria in ASC 805 using the purchase method of accounting. The financial results of Kitchens To Go were a part of the Mobile Modular segment since April 1, 2021, including $ 0.3 million of transaction costs. The following tables summarize the purchase price allocations reflecting estimated fair values of assets acquired and liabilities assumed in the Design Space and Kitchens To Go acquisitions, with excess amounts allocated to goodwill. The valuation of intangible assets acquired is based on certain valuation assumptions including cash flow projections, discount rates, contributory asset charges and other valuation model inputs. The valuation of tangible long-lived assets acquired is dependent upon various analyses including an analysis of the condition and estimated remaining economic lives of the assets acquired. Design Space: (dollar amounts in thousands) Rental equipment $ 116,272 Intangible assets: Goodwill 101,874 Customer relationships 37,900 Non-compete 2,500 Customer backlog 1,600 Accounts receivable 12,025 Property, plant and equipment 4,139 Prepaid expenses and other assets 5,366 Accounts payable and accrued liabilities ( 11,613 ) Deferred income ( 2,784 ) Total purchase price $ 267,279 Kitchens To Go: (dollar amounts in thousands) Rental equipment $ 12,853 Intangible assets: Goodwill 2,322 Customer relationships 1,700 Trade name 1,200 Non-compete 600 Customer backlog 300 Accounts receivable 212 Property, plant and equipment 365 Prepaid expenses and other assets 1,199 Accounts payable and accrued liabilities ( 1,659 ) Deferred income ( 747 ) Total purchase price $ 18,345 The value assigned to identifiable intangible assets was determined based on discounted estimated future cash flows associated with such assets to their present value. The combined acquired goodwill of $ 104,196 reflects the strategic fit of Design Space and Kitchens to Go with the Company’s modular business operations. The Company amortizes the acquired customer relationships, tradename and non-compete over their expected useful lives of 8 years, 8 years and 5 years, respectively. As of the twelve months ended December 31, 2022, the customer backlog has been amortized in full. Goodwill is expected to have an indefinite life and will be subject to future impairment testing. The goodwill is deductible for tax purposes over 15 years. The following unaudited pro forma financial information shows the combined results of operations of the Company, Design Space and Kitchens To Go as if the acquisitions occurred as of the beginning of the periods presented. The pro forma results include - 83 - the effects of the amortization of the purchased intangible assets and depreciation expense of acquired rental equipment valuation step up, interest expense on the debt incurred to finance the acquisitions. A pro forma adjustment has been made to reflect the income taxes that would have been recorded at the combined federal and state statutory rate of 28 % on the acquisitions’ combined net income. The pro forma results for the year ended December 31, 2021 have been adjusted to include transaction related costs. This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of the future operations or the results that would have occurred had the acquisitions taken place in the periods noted below: (Unaudited) Year Ended December 31, (dollar amounts in thousands, except for per share amounts) 2022 2021 Pro-forma total revenues $ 733,823 $ 647,866 Pro-forma net income $ 115,138 $ 93,065 Pro-forma basic earnings per share $ 4.73 $ 3.84 Pro-forma diluted earnings per share $ 4.70 $ 3.80 Design Space and Kitchens To Go Actual total revenues $ 85,095 Actual net income $ 11,100 Actual basic earnings per share $ 0.46 Actual diluted earnings per share $ 0.45 On December 31, 2021 the Company completed the purchase of the assets of Titan Storage Containers, LLC (“Titan”) for $ 6.9 million in cash consideration. The acquisition was accounted for as a purchase of “assets” in accordance with criteria in ASC 805 and the assessment of the fair value of the purchased assets was allocated primarily to rental equipment totaling $ 6.2 million and rolling stock assets totaling $ 0.8 million, partially offset by accrued liabilities of $ 0.2 million. The rolling stock assets included delivery trucks, delivery trailers, trucks and forklifts. Supplemental pro forma prior year information has not been provided as the historical financial results of Titan were not significant. Incremental transaction costs associated with the asset purchase were not significant. NOTE 15. SUBSEQUENT EVENTS On February 1, 2022, the Company completed the sale of Adler Tank Rentals, LLC to Ironclad Environmental Solutions, Inc. ("Ironclad"), a portfolio company of Kinderhook Industries, for a sale price of $ 265 million. The divestiture of the Company's Adler Tanks business represents the Company's strategic shift to concentrate its operations on its core modular and storage businesses. The sale price was subject to certain adjustments, including net working capital, certain qualified capital expenditures and certain transaction expenses to be borne by the Company. In connection with the sale, the Company entered into a number of ancillary agreements, including an escrow agreement associated with net working capital adjustments, a restricted covenant agreement, a transition services agreement, and a number of leases whereby Ironclad or one of its affiliates would be a lessee to certain properties owned by the Company that the Adler Tanks business would continue to utilize after the sale. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations and ASC 360 , Property, Plant and Equipment, the Company determined that the criteria for discontinued operations and held-for-sale, respectively, were not met during the fourth quarter of 2022. On February 1, 2022, the Company completed the acquisition of Vesta Housing Solutions Holdings, Inc. (“Vesta Modular”), a portfolio company of Kinderhook Industries, for a purchase price of $ 400 million. The purchase price was subject to certain adjustments, including net working capital, certain qualified capital expenditures and certain transaction expenses to be borne by the seller of Vesta Modular. In connection with the acquisition, the Company purchased a representation and warranty insurance policy to provide certain recourse in the event of breaches of representations and warranties of Vesta Modular and the seller of Vesta Modular under the stock purchase agreement. Vesta Modular is a leading provider of temporary and permanent modular space solutions serving customers between its modular leasing and modular construction divisions. The acquisition is expected to strengthen the Company's core modular portfolio and accelerate growth through increases in geographic coverage and density. The acquisition will be accounted for as a purchase of a “business” in accordance with criteria in ASC 805, Business Combinations , using the purchase method of accounting. - 84 - ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.