MCGRATH RENTCORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. The Company’s management under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) is responsible for establishing and maintaining “disclosure controls and procedures” (as defined in rules promulgated under the Securities Exchange Act of 1934, as amended) for the Company. Based on their evaluation the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022. Changes in Internal Control over Financial Reporting. During the last quarter of the Company’s fiscal year ended December 31, 2022, there were no changes in the Company’s internal control that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Limitations on the Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the CEO and CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level. Management’s Assessment of Internal Control. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, is discussed in the Management’s Report on Internal Control Over Financial Reporting included on page 55. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by Grant Thornton LLP, the Company’s independent registered public accounting firm, and its report is included in this Annual Report on Form 10-K. ITEM 9B. OTHER INFORMATION. None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. - 85 - PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this Item is incorporated by reference to McGrath RentCorp’s definitive Proxy Statement with respect to its 2023 Annual Meeting of Shareholders. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item is incorporated by reference to McGrath RentCorp’s definitive Proxy Statement with respect to its 2023 Annual Meeting of Shareholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this Item is incorporated by reference to McGrath RentCorp’s definitive Proxy Statement with respect to its 2023 Annual Meeting of Shareholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. The information required by this Item is incorporated by reference to McGrath RentCorp’s definitive Proxy Statement with respect to its 2023 Annual Meeting of Shareholders. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this Item is incorporated by reference to McGrath RentCorp’s definitive Proxy Statement with respect to its 2023 Annual Meeting of Shareholders. - 86 - PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. Index of documents filed as part of this report: 1. The following Consolidated Financial Statements of McGrath RentCorp are included in Item 8. Page of this report Management’s Report on Internal Control over Financial Reporting 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 2020 59 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 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 2020 62 Notes to Consolidated Financial Statements 63 2. Financial Statement Schedules. None 3. Exhibits. See Index of Exhibits on page 88 of this report. Schedules and exhibits required by Article 5 of Regulation S-X other than those listed are omitted because they are not required, are not applicable, or equivalent information has been included in the consolidated financial statements, and notes thereto, or elsewhere herein. - 87 - Number Description Method of Filing 2.1 Equity Purchase Agreement, dated as of February 1, 2023, made by and among McGrath RentCorp, a California corporation, Adler Tank Rentals, LLC, a Delaware limited liability company, and Ironclad Environmental Solutions, Inc., a Delaware corporation. Filed as exhibit 1.01 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference. 2.2 Stock Purchase Agreement, dated as of February 1, 2023, made by and among Vesta Housing Solutions Investor, LLC, a Delaware limited liability company, Vesta Housing Solutions Holdings, Inc., a Delaware corporation, and McGrath RentCorp, a California corporation. Filed as exhibit 1.02 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference. 3.1 Articles of Incorporation of McGrath RentCorp. ‘p’ Filed as exhibit 19.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1988 (filed August 14, 1988), and incorporated herein by reference. 3.1.1 Amendment to Articles of Incorporation of McGrath RentCorp. ‘p’ Filed as exhibit 3.1 to the Company’s Registration Statement on Form S-1 (filed March 28, 1991 Registration No. 33-39633), and incorporated herein by reference. 3.1.2 Amendment to Articles of Incorporation of McGrath RentCorp. Filed as exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 (filed March 31, 1998), and incorporated herein by reference. 3.2 Amended and Restated Bylaws Filed as exhibit 3.1 to the Company’s Current Report on Form 8-K (filed January 6, 2021) and incorporated herein by reference. 4.1 Amended and Restated Note Purchase and Private Shelf Agreement between the Company and PGIM, Inc., dated March 31, 2020. Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed April 3, 2020), and incorporated herein by reference. 4.1.1 Amendment, dated as of March 17, 2014, to the Note Purchase and Private Shelf Agreement dated as of April 21, 2011 among the Company, Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company. Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed March 20, 2014) and incorporated herein by reference. 4.1.2 Amendment, dated as of February 9, 2016, to the Note Purchase and Private Shelf Agreement dated as of April 21, 2011 among the Company, Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company, as amended on March 17, 2014. Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed February 11, 2016) and incorporated herein by reference. 4.2 Amended and Restated Credit Agreement, dated as of July 15, 2022, among the Company, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference. 4.2.1 Amended and Restated Guaranty, dated as of July 15, 2022, among certain domestic subsidiaries of the Company in favor of Bank of America, N.A., in its capacity as the Administrative Agent. Filed as exhibit 10.2 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference. 4.2.2 Amended and Restated Credit Facility Letter Agreement, dated as of August 19, 2022, between the Company and MUFG Union Bank, N.A. Filed as exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference. 4.2.3 Amended and Restated Credit Line Note, dated as of August 19, 2022, in favor of MUFG Union Bank, N.A. Filed as exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference. 4.3 Description of Registrant’s Securities. Filed as exhibit 4.2.4 to the Company’s Annual Report on Form 10K for the year ended December 31, 2019 (filed February 25, 2020), and incorporated herein by reference. 10.1 McGrath RentCorp Employee Stock Ownership Plan, as amended and restated on December 31, 2008. Filed as exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (filed February 26, 2009), and incorporated herein by reference. 10.1.1 McGrath RentCorp Employee Stock Ownership Trust Agreement, as amended and restated on December 31, 2008. Filed as exhibit 10.3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (filed February 26, 2009), and incorporated herein by reference. 10.2 McGrath RentCorp 2007 Stock Incentive Plan. Filed as exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (filed August 2, 2007), and incorporated herein by reference. - 88 - Number Description Method of Filing 10.2.1 Form of 2007 Stock Incentive Plan Stock Option Award and Agreement. Filed as exhibit 10.12.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (filed August 2, 2007), and incorporated herein by reference. 10.2.2 Form of 2007 Stock Incentive Plan Non-Qualified Stock Option Award and Agreement. Filed as exhibit 10.12.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (filed August 2, 2007), and incorporated herein by reference. 10.2.3 Form of 2007 Stock Incentive Plan Stock Appreciation Right Award and Agreement. Filed as exhibit 10.4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (filed May 6, 2010), and incorporated herein by reference. 10.2.4 Form of 2007 Stock Incentive Plan Restricted Stock Unit Award and Agreement. Filed as exhibit 10.4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (filed May 6, 2010), and incorporated herein by reference. 10.3 McGrath RentCorp Employee Stock Ownership and 401(k) Plan Filed as exhibit 4.5 to the Company’s Registration Statement on Form S-8 (filed August 10, 2012) and incorporated herein by reference. 10.4 McGrath RentCorp Change in Control Severance Plan and Summary Plan Description Filed as exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. 10.5 McGrath RentCorp 2016 Stock Incentive Plan Filed as Appendix A to the Company's Proxy Statement for the 2016 Annual Meeting (filed April 29, 2016), and incorporated herein by reference. 10.5.1 Form of 2016 Stock Incentive Plan Restricted Stock Unit Award and Agreement - Corporate Filed as exhibit 10.8.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. 10.5.2 Form of 2016 Stock Incentive Plan Performance-Based Restricted Stock Unit Award and Agreement - Division Management Filed as exhibit 10.8.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. 10.5.3 Form of 2016 Stock Incentive Plan Stock Appreciation Right Award and Agreement - Enviroplex Filed as exhibit 10.8.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed April 28, 2022), and incorporated herein by reference. 21.1 List of Subsidiaries. Filed herewith. 23.1 Written Consent of Grant Thornton LLP. Filed herewith. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 101 The following materials from McGrath RentCorp’s annual Report on Form 10-K for the year ended December 31, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Balance Sheet, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). ‘P’ = exhibit was filed in paper form - 89 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 22, 2023 M c G rath R ent C orp by: /s/ Joseph F. Hanna JOSEPH F. HANNA Chief Executive Officer and President (Principal Executive Officer) by: /s/ Keith E. Pratt KEITH E. PRATT Executive Vice President and Chief Financial Officer (Principal Financial Officer) by: /s/ David M. Whitney DAVID M. WHITNEY Vice President and Controller (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated. Name Title Date /s/ Nicolas Anderson Director February 22, 2023 NICOLAS ANDERSON /s/ Kim A. Box Director February 22, 2023 KIM A. BOX /s/ Smita Conjeevaram Director February 22, 2023 Smita Conjeevaram /s/ William J. Dawson Director February 22, 2023 WILLIAM J. DAWSON /s/ Elizabeth A. Fetter Director February 22, 2023 ELIZABETH A. FETTER /s/ Joseph F. Hanna Chief Executive Officer, President and Director February 22, 2023 JOSEPH F. HANNA /s/ Bradley M. Shuster Chairman of the Board February 22, 2023 BRADLEY M. SHUSTER /s/ M. Richard Smith Director February 22, 2023 M. RICHARD SMITH /s/ Dennis P. Stradford Director February 22, 2023 DENNIS P. STRADFORD - 90 -