1 unchanged sentence
Evaluation of Disclosure Controls and Procedures.
−Removed: 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”
−Removed: (as defined in rules promulgated under the Securities Exchange Act of 1934, as amended) for the Company.
−Removed: 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.
+Added: 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.
+Added: Based on their evaluation the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023.
+Added: On February 1, 2023, McGrath RentCorp completed its acquisition of Vesta Modular Housing Solutions Holdings, Inc.
+Added: ("Vesta Modular").
+Added: Management has excluded Vesta Modular's internal controls from its assessment of the effectiveness of internal controls over financial reporting as of December 31, 2023.
+Added: Vesta Modular's revenues and total assets (excluding goodwill and intangible assets) represents approximately 13% and 14%, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, December 31, 2023.
Changes in Internal Control over Financial Reporting.
−Removed: 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.
+Added: During the last quarter of the Company’s fiscal year ended December 31, 2023, 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.
1 unchanged sentence
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.
−Removed: 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”
−Removed: Management’s Assessment of Internal Control.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: Management’s Assessment of Internal Control.
+Added: Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, is discussed in the Management’s Report on Internal Control Over Financial Reporting included on page 57.
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 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.
OTHER INFORMATION.
+Added: During the three months ended December 31, 2023, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
+Added: During the three months ended December 31, 2023, the Company did not adopt , modify or terminate a “Rule 10b5-1 trading arrangement” as such term is defined under Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
−Removed: 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.
+Added: The information required by this Item will either be incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for its 2024 Annual or Special Meeting of Shareholders or included in an amendment to this Report, which, in either case, will be filed no later than 120 days after December 31, 2023.
EXECUTIVE COMPENSATION.
−Removed: 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.
+Added: The information required by this Item will either be incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for its 2024 Annual or Special Meeting of Shareholders or included in an amendment to this Report, which, in either case, will be filed no later than 120 days after December 31, 2023.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: 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.
+Added: The information required by this Item will either be incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for its 2024 Annual or Special Meeting of Shareholders or included in an amendment to this Report, which, in either case, will be filed no later than 120 days after December 31, 2023.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
−Removed: 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.
+Added: The information required by this Item will either be incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for its 2024 Annual or Special Meeting of Shareholders or included in an amendment to this Report, which, in either case, will be filed no later than 120 days after December 31, 2023.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
−Removed: 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.
+Added: The information required by this Item will either be incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for its 2024 Annual or Special Meeting of Shareholders or included in an amendment to this Report, which, in either case, will be filed no later than 120 days after December 31, 2023.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
2 unchanged sentences
Page of this report
−Removed: Management’s Report on Internal Control over Financial Reporting
+Added: Management’s Report on Internal Control over Financial Reporting
Reports of Independent Registered Public Accounting Firm (PCAOB ID:
3 unchanged sentences
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
−Removed: Consolidated Statements of Shareholders’
−Removed: Equity for the Years Ended December 31, 2022, 2021 and 20 20
+Added: Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
5 unchanged sentences
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.
−Removed: Filed as exhibit 1.01 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference.
+Added: Filed as exhibit 1.01 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference.
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.
−Removed: Filed as exhibit 1.02 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference.
+Added: Filed as exhibit 1.02 to the Company’s Current Report on Form 8-K (filed February 1, 2023), and incorporated herein by reference.
+Added: Agreement and Plan of Merger, dated as of January 28, 2024, by and among WillScot Mobile Mini Holdings Corp., Brunello Merger Sub I, Inc., Brunello Merger Sub II, LLC, and McGrath RentCorp.
+Added: Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A (filed January 29, 2024), and incorporated herein by reference.
Articles of Incorporation of McGrath RentCorp.
−Removed: ‘p’
−Removed: 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.
+Added: 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.
Amendment to Articles of Incorporation of McGrath RentCorp.
−Removed: ‘p’
−Removed: Filed as exhibit 3.1 to the Company’s Registration Statement on Form S-1 (filed March 28, 1991 Registration No.
+Added: 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.
Amendment to Articles of Incorporation of McGrath RentCorp.
−Removed: 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.
+Added: 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.
Amended and Restated Bylaws
−Removed: Filed as exhibit 3.1 to the Company’s Current Report on Form 8-K (filed January 6, 2021) and incorporated herein by reference.
−Removed: Amended and Restated Note Purchase and Private Shelf Agreement between the Company and PGIM, Inc., dated March 31, 2020.
−Removed: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed April 3, 2020), and incorporated herein by reference.
+Added: Filed herewith.
+Added: Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 8, 2023 (filed as Exhibit 10.1 to Registrant's Current Report on 8-K filed on June 13, 2023, and incorporated herein by reference).
+Added: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed June 13, 2023), and incorporated herein by reference.
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.
−Removed: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed March 20, 2014) and incorporated herein by reference.
+Added: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed March 20, 2014) and incorporated herein by reference.
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.
−Removed: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed February 11, 2016) and incorporated herein by reference.
+Added: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed February 11, 2016) and incorporated herein by reference.
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.
−Removed: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference.
+Added: Filed as exhibit 10.1 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference.
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.
−Removed: Filed as exhibit 10.2 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference.
+Added: Filed as exhibit 10.2 to the Company’s Current Report on Form 8-K (filed July 19, 2022) and incorporated herein by reference.
Amended and Restated Credit Facility Letter Agreement, dated as of August 19, 2022, between the Company and MUFG Union Bank, N.A.
−Removed: Filed as exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference.
+Added: Filed as exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference.
Amended and Restated Credit Line Note, dated as of August 19, 2022, in favor of MUFG Union Bank, N.A.
−Removed: Filed as exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference.
−Removed: Description of Registrant’s Securities.
−Removed: 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.
+Added: Filed as exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q (filed October 27, 2022) and incorporated herein by reference.
+Added: Description of Registrant’s Securities.
+Added: 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.
McGrath RentCorp Employee Stock Ownership Plan, as amended and restated on December 31, 2008.
−Removed: 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.
+Added: 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.
McGrath RentCorp Employee Stock Ownership Trust Agreement, as amended and restated on December 31, 2008.
−Removed: 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.
+Added: 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.
+Added: Method of Filing
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.
−Removed: Method of Filing
Form of 2007 Stock Incentive Plan Stock Option Award and Agreement.
3 unchanged sentences
Form of 2007 Stock Incentive Plan Stock Appreciation Right Award and Agreement.
−Removed: 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.
+Added: 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.
Form of 2007 Stock Incentive Plan Restricted Stock Unit Award and Agreement.
−Removed: 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.
+Added: 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.
McGrath RentCorp Employee Stock Ownership and 401(k) Plan
−Removed: Filed as exhibit 4.5 to the Company’s Registration Statement on Form S-8 (filed August 10, 2012) and incorporated herein by reference.
+Added: Filed as exhibit 4.5 to the Company’s Registration Statement on Form S-8 (filed August 10, 2012) and incorporated herein by reference.
McGrath RentCorp Change in Control Severance Plan and Summary Plan Description
8 unchanged sentences
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.
+Added: Form of Indemnification Agreement with Directors and Officers
+Added: Filed herewith.
List of Subsidiaries.
10 unchanged sentences
Furnished herewith.
−Removed: 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):
−Removed: (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.
+Added: McGrath RentCorp Compensation Recoupment Policy
+Added: Filed herewith.
+Added: The following materials from McGrath RentCorp’s annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):
+Added: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the inline XBRL
−Removed: ‘P’
−Removed: = exhibit was filed in paper form
+Added: = Indicates a management contract or compensatory plan
+Added: ‘P’ = exhibit was filed in paper form
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.
26 unchanged sentences
February 21, 2024
−Removed: Richard Smith
−Removed: February 22, 2023
−Removed: RICHARD SMITH
−Removed: /s/ Dennis P.
−Removed: February 22, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.