MCGRATH RENTCORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index Page Management’s Report on Internal Control over Financial Reporting 57 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) 58 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2023 and 2022 61 Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 62 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 63 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 64 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 65 Notes to Consolidated Financial Statements 66 - 56 - 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 consolidated 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. On February 1, 2023, McGrath RentCorp completed its acquisition of Vesta Modular Housing Solutions Holdings, Inc. ("Vesta Modular"), as discussed in Note 4. Acquisitions. 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. Vesta Modular's revenues and total assets (excluding goodwill and intangible assets) represents approximately 13 and 14 percent, respectively, of the consolidated financial statement amounts as of, and for the fiscal year ended, December 31, 2023. 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, 2023 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, 2023, the Company’s internal control over financial reporting was effective based on those criteria. - 57 - 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, 2023, 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, 2023, 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, 2023, and our report dated February 21, 2024 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 ("Management's Report"). 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. Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Vesta Housing Solutions Holdings, Inc. (“Vesta Modular”), a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 14 and 13 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023. As indicated in Management’s Report, Vesta Modular was acquired during 2023. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Vesta Modular. 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 21, 2024 - 58 - 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 21, 2024 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 matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Customer Relationships Intangible Asset Acquired through Vesta Modular Acquisition As described further in Note 4 to the financial statements, the Company completed the purchase of substantially all of the assets of Vesta Housing Solutions Holdings, Inc. (“Vesta Modular”) for $437.2 million in cash consideration. The acquisition was accounted for as a purchase of a “business” in accordance with criteria in Accounting Standards Certification (ASC) 805 – Business Combinations using the purchase method of accounting. We identified the valuation of the acquired customer relationships asset as a critical audit matter. The principal considerations for our determination that the Company’s assessment of the fair value of the acquired customer relationships asset represents a critical audit matter is that the judgments and key assumptions made in assessing the fair value of the customer relationship are complex and subjective. The significant assumptions utilized to determine the fair value included projected future cash - 59 - flows, associated discount rates used to calculate present value, customer attrition rates, and other assumptions that form the basis of the forecasted results. These significant assumptions are forward looking and could be affected by future economic and market conditions. Our audit procedures related to the valuation of the customer relationships asset from the acquisition of Vesta Modular included the following, among others: • We inspected the purchase agreement and evaluated management’s process for identifying and estimating the fair value of the acquired customer relationships asset. • We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its valuation of the acquired customer relationships asset, including determination of the underlying assumptions. • We evaluated the Company's selection of the valuation methodology and significant assumptions for reasonableness. We compared management’s assumptions used to develop the discount rates to the weighted average cost of capital of guideline public companies. Additionally, we compared the significant assumptions related to prospective financial information to the industry. We also performed a sensitivity analysis of the significant assumptions to evaluate the impact on the concluded fair value that would result from changes in assumptions. • We reviewed the qualifications of the external third-party valuation specialist engaged by management in the fair value determination. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2002. San Francisco, California February 21, 2024 - 60 - McGrath RentCorp Consolidated B alance Sheets December 31, (in thousands) 2023 2022 Assets Cash $ 877 $ 957 Accounts receivable, net of allowance for credit losses of $ 2,801 at December 31, 2023 and $ 2,300 at December 31, 2022 227,368 169,937 Rental equipment, at cost: Relocatable modular buildings 1,291,093 938,081 Portable storage containers 236,123 185,187 Electronic test equipment 377,587 398,267 1,904,803 1,521,535 Less: accumulated depreciation ( 575,480 ) ( 531,218 ) Rental equipment, net 1,329,323 990,317 Property, plant and equipment, net 169,114 138,713 Prepaid expenses and other assets 102,789 69,837 Intangible assets, net 64,588 35,431 Goodwill 323,224 106,403 Assets of discontinued operations — 196,249 Total assets $ 2,217,283 $ 1,707,844 Liabilities and Shareholders' Equity Liabilities: Notes payable $ 762,975 $ 413,742 Accounts payable and accrued liabilities 167,523 151,208 Deferred income 111,428 82,417 Deferred income taxes, net 241,555 203,361 Liabilities of discontinued operations — 53,171 Total liabilities 1,283,481 903,899 Commitments and contingencies (Note 12) Shareholders’ equity: Common stock, no par value - Authorized 40,000 shares Issued and outstanding - 24,496 shares as of December 31, 2023 and 24,388 shares as of December 31, 2022 111,122 110,080 Retained earnings 822,796 693,943 Accumulated other comprehensive loss ( 116 ) ( 78 ) Total shareholders’ equity 933,802 803,945 Total liabilities and shareholders’ equity $ 2,217,283 $ 1,707,844 The accompanying notes are an integral part of these consolidated financial statements. - 61 - McGrath RentCorp Consolidated Stat ements of Income Year Ended December 31, (in thousands, except per share amounts) 2023 2022 2021 Revenues Rental $ 474,336 $ 389,663 $ 333,988 Rental related services 138,160 94,963 75,210 Rental operations 612,496 484,626 409,198 Sales 207,165 147,720 122,305 Other 12,181 3,319 3,088 Total revenues 831,842 635,665 534,591 Costs and Expenses Direct costs of rental operations: Depreciation of rental equipment 88,912 80,425 75,445 Rental related services 96,628 68,846 55,722 Other 114,942 104,358 79,577 Total direct costs of rental operations 300,482 253,629 210,744 Costs of sales 137,727 91,828 76,525 Total costs of revenues 438,209 345,457 287,269 Gross profit 393,633 290,208 247,322 Selling and administrative expenses ( 207,539 ) ( 142,914 ) ( 123,058 ) Other income 3,618 — — Income from operations 189,712 147,294 124,264 Interest expense ( 40,560 ) ( 12,230 ) ( 8,244 ) Foreign currency exchange gain (loss) 310 ( 378 ) ( 210 ) Income from continuing operations before provision for income taxes 149,462 134,686 115,810 Provision for income taxes from continuing operations 37,610 31,377 30,725 Income from continuing operations 111,852 103,309 85,085 Discontinued operations: Income from discontinued operations before provision for income taxes 1,709 15,334 5,946 Provision for income taxes from discontinued operations 453 3,505 1,326 Gain on sale of discontinued operations, net of tax 61,513 — — Income from discontinued operations 62,769 11,829 4,620 Net income $ 174,621 $ 115,138 $ 89,705 Earnings per share from continuing operations: Basic $ 4.57 $ 4.24 $ 3.51 Diluted $ 4.56 $ 4.21 $ 3.47 Earnings per share from discontinued operations: Basic $ 2.57 $ 0.49 $ 0.19 Diluted $ 2.56 $ 0.48 $ 0.19 Earnings per share: Basic $ 7.14 $ 4.73 $ 3.70 Diluted $ 7.12 $ 4.70 $ 3.66 Shares used in per share calculation: Basic 24,469 24,353 24,220 Diluted 24,529 24,519 24,515 Cash dividends declared per share $ 1.86 $ 1.82 $ 1.74 The accompanying notes are an integral part of these consolidated financial statements. - 62 - McGrath RentCorp Consolidated Statements of COMPREHENSIVE Income Year Ended December 31, (in thousands) 2023 2022 2021 Net income $ 174,621 $ 115,138 $ 89,705 Other comprehensive income: Foreign currency translation adjustment, net of tax impact ( 38 ) ( 24 ) 50 Comprehensive income $ 174,583 $ 115,114 $ 89,755 The accompanying notes are an integral part of these consolidated financial statements. - 63 - 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, 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 Net income — — 174,621 — 174,621 Share-based compensation — 8,275 — — 8,275 Common stock issued under stock plans, net of shares withheld for employee taxes 108 — — — — Taxes paid related to net share settlement of stock awards — ( 7,233 ) — — ( 7,233 ) Dividends accrued at $ 1.86 per share — — ( 45,768 ) — ( 45,768 ) Other comprehensive loss — — — ( 38 ) ( 38 ) Balance at December 31, 2023 24,496 $ 111,122 $ 822,796 $ ( 116 ) $ 933,802 The accompanying notes are an integral part of these consolidated financial statements. - 64 - McGrath RentCorp Consolidated Statem ents of Cash Flows Year Ended December 31, (in thousands) 2023 2022 2021 Cash Flows from Operating Activities: Net income $ 174,621 $ 115,138 $ 89,705 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 109,375 111,344 106,695 Deferred income taxes ( 16,952 ) 4,486 26,348 Provision for credit losses 2,633 837 451 Share-based compensation 8,275 8,009 7,666 Gain on sale of property, plant and equipment ( 3,618 ) — — Gain on sale of discontinued operations ( 61,513 ) — — Gain on sale of used rental equipment ( 31,642 ) ( 37,979 ) ( 25,441 ) Foreign currency exchange (gain) loss ( 310 ) 378 210 Amortization of debt issuance costs 8 16 15 Change in: Accounts receivable ( 37,776 ) ( 31,361 ) ( 24,397 ) Prepaid expenses and other assets ( 29,326 ) ( 16,484 ) ( 6,816 ) Accounts payable and accrued liabilities ( 32,526 ) 16,347 12,225 Deferred income 14,094 23,701 9,082 Net cash provided by operating activities 95,343 194,432 195,743 Cash Flows from Investing Activities: Proceeds from sale of discontinued operations 268,012 — — Purchases of rental equipment ( 229,679 ) ( 187,689 ) ( 114,145 ) Purchases of property, plant and equipment ( 43,989 ) ( 17,617 ) ( 2,680 ) Cash paid for acquisition of businesses ( 458,315 ) — ( 283,124 ) Cash paid for acquisition of business assets ( 3,767 ) — ( 6,585 ) Cash paid for acquisition of non-compete agreements — — ( 2,500 ) Proceeds from sales of used rental equipment 66,168 73,879 57,337 Proceeds from sales of property, plant and equipment 9,702 — — Net cash used in investing activities ( 391,868 ) ( 131,427 ) ( 351,696 ) Cash Flows from Financing Activities: Net borrowings under bank lines of credit 274,225 47,275 143,729 Borrowings under senior note purchase agreement 75,000 — 100,000 Principal payment of Series C senior notes — ( 60,000 ) — Principal payment of Series B senior notes — — ( 40,000 ) Taxes paid related to net share settlement of stock awards ( 7,233 ) ( 6,539 ) ( 5,345 ) Payment of dividends ( 45,556 ) ( 44,269 ) ( 42,182 ) Net cash provided by (used in) financing activities 296,436 ( 63,533 ) 156,202 Effect of foreign currency exchange rate changes on cash 9 ( 6 ) 4 Net increase (decrease) in cash ( 80 ) ( 534 ) 253 Cash balance, beginning of period 957 1,491 1,238 Cash balance, end of period $ 877 $ 957 $ 1,491 Supplemental Disclosure of Cash Flow Information: Interest paid, during the period $ 38,603 $ 14,775 $ 10,326 Net income taxes paid, during the period $ 91,565 $ 27,362 $ 9,087 Dividends accrued during the period, not yet paid $ 12,010 $ 11,227 $ 11,280 Rental equipment acquisitions, not yet paid $ 16,653 $ 13,220 $ 5,750 The accompanying notes are an integral part of these consolidated financial statements. - 65 - 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 three rental divisions; relocatable modular buildings, portable storage containers and electronic test equipment. Although the Company’s primary emphasis is on equipment rentals, sales of equipment occur in the normal course of business. At December 31, 2023, the Company was comprised of four reportable business segments: modular building segment ("Mobile Modular"), portable storage container segment (“Portable Storage”), electronic test equipment segment (“TRS-RenTelco”) and classroom manufacturing division selling modular classrooms in California (“Enviroplex”). Agreement and Plan of Merger with WillScot Mobile Mini Holdings Corp. On January 28, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with WillScot Mobile Mini Holdings Corp., a Delaware corporation ("WillScot Mobile Mini”), Brunello Merger Sub I, Inc., a California corporation and a direct wholly owned subsidiary of WillScot Mobile Mini (“Merger Sub I”), and Brunello Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of WillScot Mobile Mini (“Merger Sub II”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub I will merge with and into the Company (the “First-Step Merger”), with the Company surviving the First-Step Merger and, immediately thereafter, the Company will merge with and into Merger Sub II (the “Second-Step Merger” and together with the First-Step Merger, the “Transaction”), with Merger Sub II surviving the Second-Step Merger as a wholly owned subsidiary of WillScot Mobile Mini. Each of the parties to the Merger Agreement intends that the Transaction will be treated as a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Consummation of the Transaction is subject to the approval of the Company’s shareholders, the receipt of required regulatory approvals, and satisfaction or waiver of other customary closing conditions. The First-Step Merger and the Second-Step Merger will be consummated on the same day. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of common stock, no par value, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than shares of Company Common Stock owned by WillScot Mobile Mini or any subsidiary of WillScot Mobile Mini or the Company, and shares held by shareholders who did not vote in favor of the Transaction (or consent thereto in writing) and who are entitled to demand and properly demands appraisal of such shares, will be automatically converted into the right to receive either (1) $ 123 in cash (the “Per Share Cash Consideration”) or (2) 2.8211 (the “Exchange Ratio”) shares of validly issued, fully paid and nonassessable shares of common stock, par value $ 0.0001 , of WillScot Mobile Mini (the “WillScot Mobile Mini Common Stock”) (the “Per Share Stock Consideration” together with the Per Share Cash Consideration, the “Merger Consideration”), as determined pursuant to the election and allocation procedures in the Merger Agreement. The Company’s shareholders will have the opportunity to elect to receive either the Per Share Cash Consideration or the Per Share Stock Consideration in respect of their Company Common Stock, provided that 60 % of the Company Common Stock will be converted into the cash consideration and 40 % of the Company Common Stock will be converted into the stock consideration. Pursuant to the terms of the Merger Agreement, the closing of the Merger Agreement is subject to the satisfaction of customary closing conditions, including adoption of the Merger Agreement by the Company’s shareholders and receipt of regulatory approvals. The closing of the Transaction is not subject to any financing condition. 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 portable storage container 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 - 66 - 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. Revenue from contracts that satisfy the criteria for over-time recognition are recognized as work is performed by using the input method based on the ratio of costs incurred to estimated total contract costs for each contract. The majority of revenue for these contracts is derived from long-term projects which typically span multiple quarters. The Company uses third parties to provide certain services as part of its contracts with customers. The Company is considered the principal (vs. an agent) as the Company is responsible for the fulfillment of all service elements and risks associated with the underlying performance obligation. Revenue for these services is recognized on a gross basis. 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 and portable storage containers 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 Costs of Rental Related Services Costs of rental related services are primarily associated with relocatable modular building and portable storage container leases. 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 portable storage containers consists of costs of delivery, removal and cleaning of the containers. 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, 2023, 2022 and 2021. 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. - 67 - 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 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. Property, plant and equipment from continuing operations consist of the following: (dollar amounts in thousands) Estimated useful life December 31, in years 2023 2022 Land Indefinite $ 75,143 $ 61,487 Land improvements 20 – 50 65,931 65,451 Buildings 30 35,360 34,055 Furniture, office equipment and software 3 – 10 30,039 33,845 Vehicles and machinery 5 – 25 35,233 27,419 241,706 222,257 Less: accumulated depreciation ( 87,399 ) ( 84,447 ) 154,307 137,810 Construction in progress 14,807 903 $ 169,114 $ 138,713 Property, plant and equipment depreciation expense was $ 9.7 million, $ 9.0 million and $ 8.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Construction in progress at December 31, 2023 and 2022 consisted primarily of costs related to acquisition of land and land improvements. For information on the property, plant and equipment from discontinued operations, refer to Note 5. 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 $ 0.2 million and $ 0.1 million in internal use software during the years ended December 31, 2023 and 2022, respectively. Shipping Costs The Company includes third party costs to deliver rental equipment to customers in costs of rental related services and costs of sales. Advertising Costs Advertising costs are expensed as incurred. Total advertising expenses were $ 5.9 million, $ 5.0 million and $ 5.1 million for the years ended December 31, 2023, 2022 and 2021. - 68 - 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, 2023 and 2022, goodwill and trade name intangible assets from continuing operations which have indefinite lives totaled $ 323.2 million and $ 106.4 million, respectively. For information on goodwill and trade name intangible assets from discontinued operations, refer to Note 5. 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 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 2023. The impairment analysis did no t result in an impairment charge for the fiscal year ended 2023. There were no impairment charges in 2022 or 2021. 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, 2023 2022 2021 Weighted-average common stock for calculating basic earnings per share 24,469 24,353 24,220 Effect of potentially dilutive securities from equity-based compensation 60 166 295 Weighted-average common stock for calculating diluted earnings per share 24,529 24,519 24,515 - 69 - In 2023, 2 022 and 2021, 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, 2023, 2022 and 2021 there were no shares of common stock repurchased. As of December 31, 2023, 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 $ 59.5 million at December 31, 2023 and $ 52.6 million at December 31, 2022. 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 credit losses 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 evaluation of the current status of the existing accounts. Customer accounts are written off against the allowance for credit losses when an account is determined to be uncollectable. The allowance for credit losses 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 credit losses of $ 2.6 million, $ 0.8 million and $ 0.5 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively. The allowance for credit losses was $ 2.8 million, $ 2.3 million and $ 2.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The allowance for credit loss activity was as follows: (in thousands) 2023 2022 Beginning balance, January 1 $ 2,300 $ 2,125 Provision for credit losses 2,633 837 Acquired reserve from Vesta Modular (see Note 4) 250 — Derecognition of reserve from discontinued operations (see Note 5) ( 450 ) — Write-offs, net of recoveries ( 1,932 ) ( 662 ) Ending balance, December 31 $ 2,801 $ 2,300 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 $ 3.7 million at December 31, 2023 and $ 4.5 million at December 31, 2022. 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, 2023. 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, 2023. - 70 - 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 $ 169.2 million and $ 89.3 million compared to the recorded value of $ 175.0 million and $ 100.0 million as of December 31, 2023 and 2022, 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. 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 10. 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 credit losses. In addition, determining the fair value of the assets and liabilities acquired in a business or asset acquisition can be judgmental in nature and can involve the use of significant estimates and assumptions. NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS On March 27, 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-01, Leases (Topic 842): Common Control Arrangements, which requires a lessee involved in a common control lease agreement to amortize leasehold improvements over the useful life of the improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset. If the lessor obtains the right to control the use of the underlying asset through a lease with another entity not within the same control group, the amortization period cannot exceed the period of the common control group. Furthermore, the ASU requires the accounting for a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset. The ASU is effective for fiscal years beginning after December 15, 2023. The Company is in the process of evaluating the financial statement impact of this ASU. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280), which will require public companies to provide more transparency in both quarterly and annual reports about the expenses they incur from revenue generating reportable business segments. In addition, the ASU requires that a public entity disclose significant segment expenses that are regularly provided to the chief operating decision maker, an amount for - 71 - other segment items by reportable business segment, including a description of its composition, and the primary measures of a business segment's profit or loss in assessing segment performance. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the financial statement impact of this ASU. In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which will require Companies to disclose annually the specific categories in income tax rate reconciliations, provide additional information for reconciling items which meet a quantitative threshold, and disaggregate domestic and foreign income or loss from continuing operations. Additionally, this ASU will also require the disclosure of income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. This ASU is effective for fiscal years beginning after December 15, 2024, and applied on a prospective basis. The Company is in the process of evaluating the financial statement impact of this ASU. NOTE 3. IMPLEMENTED ACCOUNTING PRONOUNCEMENTS Effective January 1, 2023, the Company adopted the Financial Accounting Standards Board's Accounting Standards Update (“ASU”) 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminated 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 . The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements. Effective January 1, 2023, the Company adopted the ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. Additionally, the ASU requires revenue contracts, including contract assets and liabilities, to be evaluated on the acquisition date and reported as if the contracts had originated with the acquirer, resulting in a measurement consistent with the recognition on the acquiree's financial statements. The adoption of this new guidance did not have a material impact on the Company's consolidated financial statements. NOTE 4. ACQUISITIONS On February 1, 2023, the Company completed the acquisition of Vesta Housing Solutions Holdings, Inc. (“Vesta Modular”), a portfolio company of Kinderhook Indus tries, for $ 437.2 million cash consideration on the closing date, which included certain adjustments, including net working capital and certain qualified capital expenditures. 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 was a leading provider of temporary and permanent modular space solutions serving customers between its modular leasing and modular construction divisions. The acquisition was accounted for as a purchase of a “business” in accordance with criteria in Accounting Standards Codification ("ASC") 805, Business Combinations , using the purchase 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 Vesta Modular were a part of the Mobile Modular segment since February 1, 2023, including $ 7.7 million of acquisition related transaction costs incurred during the current year as a result of the acquisition. On March 1, 2023, the Company completed the acquisition of Jerald R. Brekke, Inc., DBA Brekke Storage ("Brekke Storage"), for a total purchase price of $ 16.4 million. Brekke Storage was a regional provider of portable storage solutions in the Colorado market. The acquisition expanded the Portable Storage fleet by approximately 2,700 units and provided a new regional operation to serve the Colorado market. 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 Brekke Storage were a part of the Portable Storage segment since March 1, 2023, including $ 0.2 million of transaction costs. On April 1, 2023, the Company completed the acquisition of Dixie Temporary Storage, LLC ("Dixie Storage"), for a purchase price of $ 4.9 million. Dixie Storage was a regional provider of portable storage solutions in the South Carolina market and is highly complementary to the Company's Portable Storage business segment. The acquisition expanded the Portable Storage fleet by approximately 800 units and provided a new regional operation to serve the South Carolina market. 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 Dixie Storage were a part of the Portable Storage segment since April 1, 2023, including $ 0.1 million of transaction costs. - 72 - On July 1, 2023, the Company completed the purchase of assets of Inland Leasing and Storage, LLC ("Inland Leasing"), for a purchase price of $ 3.8 million. Inland Leasing was a regional provider of portable storage solutions in the Colorado market and is highly complementary to the Company's Portable Storage business segment. The acquisition grew the Portable Storage fleet by approximately 600 units, which will further support the Colorado market. 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 $ 3.0 million and intangible assets totaling $ 0.7 million. Supplemental pro forma information has not been provided as the historical financial results of Inland Leasing were not significant. Incremental transaction costs associated with the asset purchase were not significant. The following tables summarize the purchase price allocations reflecting estimated fair values of assets acquired and liabilities assumed in the Vesta Modular, Brekke Storage and Dixie Storage business acquisitions, with excess amounts allocated to goodwill. The estimated fair values of the assets acquired and liabilities assumed at the acquisition date are determined based on preliminary valuations and analyses. Accordingly, the Company has made provisional estimates for the assets acquired and liabilities assumed. 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. Vesta Modular: (dollar amounts in thousands) Rental equipment $ 212,639 Intangible assets: Goodwill 211,178 Customer relationships 29,900 Non-compete 7,100 Trade name 800 Cash 11 Accounts receivable 22,666 Property, plant and equipment 1,437 Prepaid expenses and other assets 3,550 Accounts payable and accrued liabilities ( 26,202 ) Deferred income ( 14,273 ) Deferred income taxes ( 11,596 ) Total purchase price $ 437,210 Brekke Storage: (dollar amounts in thousands) Rental equipment $ 10,798 Intangible assets: Goodwill 4,083 Customer relationships 949 Non-compete 59 Property, plant and equipment 875 Deferred income ( 382 ) Total purchase price $ 16,382 Dixie Storage: (dollar amounts in thousands) Rental equipment $ 2,758 Intangible assets: Goodwill 1,555 Customer relationships 259 Non-compete 22 Property, plant and equipment 318 Deferred income ( 161 ) Total purchase price $ 4,751 - 73 - 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 $ 216.8 million reflects the strategic fit of Vesta Modular, Brekke Storage and Dixie Storage with the Company’s modular and portable storage business operations. The Company amortizes the acquired customer relationships over their expected useful lives of 11 years for Vesta Modular, 8 years for Brekke Storage and 9 years for Dixie Storage. The expected useful life for the non-compete agreements is 5 years. The trade name intangible acquired from the Vesta Modular acquisition will be amortized over it's useful life of nine months . 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 supplemental pro forma financial information shows the combined results of continuing operations of the Company and Vesta Modular as if the acquisition occurred as of the beginning of the periods presented. The pro forma results include 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 26.5 % on the acquisitions’ combined net income. The pro forma results for the years ended December 31, 2023 and 2022, 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) 2023 2022 Pro-forma total revenues $ 839,485 $ 765,916 Pro-forma net income $ 174,325 $ 110,210 Pro-forma basic earnings per share $ 4.56 $ 4.04 Pro-forma diluted earnings per share $ 4.55 $ 4.01 Vesta Modular Actual total revenues $ 110,504 Actual net income $ 21,458 Actual basic earnings per share $ 0.88 Actual diluted earnings per share $ 0.87 NOTE 5. DISCONTINUED OPERATIONS On February 1, 2023, 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 $ 268.0 million. The total transaction costs incurred from the divestiture was $ 6.7 million and $ 2.1 million during the years ended December 31, 2023 and 2022, respectively. 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. These ancillary agreements do not provide for continued involvement by the Company in Adler Tanks. 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 the presentation of discontinued operations and held-for-sale, respectively, were met during the first quarter of 2023. The following table presents the results of Adler Tanks as reported in income from discontinued operations within the Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021: - 74 - (dollar amounts in thousands) Year Ended December 31, 2023 2022 2021 Revenues Rental $ 6,520 $ 66,366 $ 56,025 Rental related services 2,584 27,654 22,851 Rental operations 9,104 94,020 78,876 Sales 269 2,933 2,930 Other 65 1,205 436 Total revenues 9,438 98,158 82,242 Costs and Expenses Direct costs of rental operations: Depreciation of rental equipment 1,325 16,004 16,442 Rental related services 2,020 20,947 18,534 Other 1,270 12,422 11,492 Total direct costs of rental operations 4,614 49,373 46,468 Costs of sales 159 2,085 2,075 Total costs of revenues 4,773 51,458 48,543 Gross Profit Rental 3,926 37,940 28,091 Rental related services 564 6,707 4,317 Rental operations 4,490 44,647 32,408 Sales 110 848 855 Other 65 1,205 436 Total gross profit 4,665 46,700 33,699 Selling and administrative expenses ( 2,582 ) ( 28,428 ) ( 25,542 ) Income from operations 2,083 18,272 8,157 Interest expense allocation ( 374 ) ( 2,938 ) ( 2,211 ) Income from discontinued operations before provision for income taxes 1,709 15,334 5,946 Provision for income taxes from discontinued operations 453 3,505 1,326 Income from discontinued operations $ 1,256 $ 11,829 $ 4,620 The following table presents the carrying value of the divested business' assets and liabilities as presented within assets and liabilities of discontinued operations on the Consolidated Balance Sheets as of December 31, 2022: December 31, (in thousands) 2022 Assets Accounts receivable, net of allowance for credit losses of $ 450 $ 20,086 Rental equipment, net 137,738 Property, plant and equipment, net 6,632 Prepaid expenses and other assets 191 Intangible assets, net 5,700 Goodwill 25,902 Total assets of discontinued operations $ 196,249 Liabilities Accounts payable and accrued liabilities $ 9,621 Deferred income taxes, net 43,550 Total liabilities of discontinued operations $ 53,171 For the years ended December 31, 2023 and 2022, significant operating and investing items related to Adler Tanks were as follows: - 75 - December 31, December 31, (in thousands) 2023 2022 Operating activities of discontinued operations: Depreciation and amortization $ 1,457 $ 17,704 Gain on sale of used rental equipment ( 111 ) ( 704 ) Investing activities of discontinued operations: Proceeds from sales of used rental equipment 269 2,374 Purchases of rental equipment ( 25 ) ( 3,624 ) Purchases of property, plant and equipment ( 40 ) ( 10,255 ) NOTE 6. 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 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, 2023 and 2022 the Company’s ROU assets and operating lease liabilities were $ 14.8 m illi on and $ 11.6 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, 2023, operating lease expense was $ 6.7 million, wh ich includes short term lease expense of $ 0.1 million. At December 31, 2023, the weighted-average remaining lease term for operating leases was 3.5 years and the weighted average discount rate was 4.94 %. The Company had no sub-lease income during the year ended December 31, 2023, and did no t have any finance leases as of December 31, 2023. Supplemental cash flow information related to leases was as follows: (in thousands) Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,441 $ 5,863 Right of use assets obtained in exchange for lease obligations: Operating leases $ 10,058 $ 3,284 As of December 31, 2023, maturities of operating lease liabilities were as follows: - 76 - (in thousands) Year ended December 31, 2024 $ 6,857 2025 4,940 2026 2,282 2027 575 2028 270 Thereafter 1,119 Total lease payments 16,043 Less: imputed interest ( 1,270 ) $ 14,773 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. As of December 31, 2023, maturities of operating lease payments to be received in 2024 and thereafter were as follows: (in thousands) Year Ended December 31, 2024 $ 174,339 2025 59,505 2026 21,986 2027 9,738 2028 2,335 Thereafter 1,097 $ 269,000 In the year ended December 31, 2023, the Company’s lease revenues from continuing operations were $ 564.1 million, consisting of $ 561.5 million of operating lease revenues and $ 2.6 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, 2023, the Company’s finance lease revenues included $ 2.2 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, 2023 Gross minimum lease payments receivable $ 4,004 Less – unearned interest ( 352 ) Net investment in finance lease receivables $ 3,652 As of December 31, 2023, the future minimum lease payments under non-cancelable finance leases to be received in 2024 and thereafter were as follows: - 77 - (in thousands) Year Ended December 31, 2024 $ 2,243 2025 884 2026 429 2027 96 Total minimum future lease payments to be received $ 3,652 NOTE 7. 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. Revenue from contracts that satisfy the criteria for over time recognition are recognized as work is performed by using the ratio of costs incurred to estimated total contract costs for each contract. The majority of revenue for these contracts is derived from long-term projects which typically span multiple quarters . The timing of revenue recognition, billings, and cash collections results in billed contract receivables and contract assets on the Company's Consolidated Balance Sheets. In the Company’s contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Billings can occur subsequent to revenue recognition, resulting in contract assets, or in advance, resulting in contract liabilities. These contract assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. The contract liabilities included in Deferred income on the Company’s Consolidated Balance Sheets totaled $ 40.7 million and $ 27.4 million at December 31, 2023 and 2022, respectively. Sales revenues totaling $ 21.4 million were recognized during the year ended December 31, 2023, which were included in the contract liability balance at December 31, 2022. For certain modular building sales, the customer retains a small portion of the contract price until full completion of the contract, or revenue is recognizable prior to customer billing, 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 $ 8.7 million and $ 0.6 million at December 31, 2023 and 2022, respectively. The Company did not recognize any material contract asset impairments during the years ended December 31, 2023 and 2022. The Company's uncompleted contracts with customers which meet the criteria for over-time revenue recognition have unsatisfied or partially satisfied performance obligations. As of December 31, 2023, approximately $ 34.3 million of revenue is expected to be recognized for unsatisfied or partially satisfied obligations. We expect to recognize revenue for approximately one half of these unsatisfied or partially satisfied performance obligations over the next 12 months, with the remaining balance recognized thereafter. As of December 31, 2023, approximately $ 236.4 million of revenue was recognized for sales and non-lease services transferred at a point in time and approximately $ 31.3 million of revenue was recognized for sales and non-lease services transferred over time. 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 Sheets. 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 to protect the Company from the customer failing to adequately complete their obligations under the contract. 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 portable storage container 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 - 78 - 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 portable storage container and electronic test equipment leases, 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. Sales contracts that satisfy the criteria for over-time recognition are recognized as work is performed by using the ratio of costs incurred to estimated total contracts costs for each contract. 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. The following table disaggregates the Company’s revenues from continuing operations 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, 2023, 2022 and 2021: (in thousands) Mobile Modular Portable Storage TRS- RenTelco Enviroplex Consolidated Year Ended December 31, 2023 Leasing $ 367,753 $ 77,181 $ 119,134 $ — $ 564,068 Non-lease: Rental related services 36,734 19,250 2,658 — 58,642 Sales 155,267 4,587 24,951 20,192 204,997 Other 2,482 119 1,534 — 4,135 Total non-lease 194,483 23,956 29,143 20,192 267,774 Total revenues $ 562,236 $ 101,137 $ 148,277 $ 20,192 $ 831,842 2022 Leasing $ 267,779 $ 63,422 $ 125,695 $ — $ 456,896 Non-lease: Rental related services 14,348 16,082 2,579 — 33,009 Sales 97,045 2,933 21,267 23,170 144,415 Other 39 69 1,237 — 1,345 Total non-lease 111,432 19,084 25,083 23,170 178,769 Total revenues $ 379,211 $ 82,506 $ 150,778 $ 23,170 $ 635,665 2021 Leasing $ 223,383 $ 45,792 $ 116,769 $ — $ 385,944 Non-lease: Rental related services 13,091 11,943 2,469 — 27,503 Sales 64,809 4,175 19,788 31,081 119,853 Other 82 41 1,168 — 1,291 Total non-lease 77,982 16,159 23,425 31,081 148,647 Total revenues $ 301,365 $ 61,951 $ 140,194 $ 31,081 $ 534,591 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 - 79 - 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. - 80 - NOTE 8. NOTES PAYABLE Notes payable consists of the following: (in thousands) December 31, 2023 2022 Unsecured revolving lines of credit $ 588,000 $ 313,775 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 6.25 % Series F senior notes due in 2030 75,000 — 763,000 413,775 Unamortized debt issuance cost ( 25 ) ( 33 ) $ 762,975 $ 413,742 As of December 31, 2023, the future minimum payments under the unsecured revolving lines of credit, 2.35 % Series E senior notes, 2.57 % Series D senior notes and 6.25 % Series F senior notes due in 2026 , 2028 and 2030 , respectively, are as follows: (in thousands) Year Ended December 31, 2024 $ — 2025 — 2026 60,000 2027 588,000 2028 40,000 Thereafter 75,000 $ 763,000 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, 2023, 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 $ 588.0 million was outstanding. The Credit Facility contains financial covenants - 81 - 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, 2023 the actual ratio was 3.31 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, 2023, the actual ratio was 2.35 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, 2023 and 2022, 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 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, 2023 2022 Maximum amount outstanding $ 591,000 $ 328,752 Average amount outstanding $ 541,635 $ 276,399 Weighted average interest rate, during the period 6.63 % 3.29 % Prime interest rate, end of period 8.50 % 7.50 % Note Purchase and Private Shelf Agreement On June 8, 2023, the Company entered into a Second Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”) with PGIM, Inc. (“PGIM”) and the holders of Series D and Series E Notes previously issued pursuant to the Prior Amended and Restated 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 2.57 % Series D Senior Notes, due March 17, 2028 , and (ii) $ 60.0 million aggregate principal amount of its 2.35 % Series E Senior Notes, due June 16, 2026 , 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) $ 300 million minus (y) the amount of other notes (such as the Series D Senior Notes, Series E Senior Notes and Series F 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. 6.25% Senior Notes Due in 2030 On September 27, 2023, the Company issued and sold to the purchasers $ 75.0 million aggregate principal amount of 6.25 % Series F Notes (the “Series F Senior Notes”) pursuant to the terms of the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated June 8, 2023 (the “Note Purchase Agreement”), among the Company, PGIM, Inc. and the noteholders party thereto. The Series F Senior Notes are an unsecured obligation of the Company and bear interest at a rate of 6.25 % per annum and mature on September 27, 2030 . Interest on the Series F Senior Notes is payable semi-annually beginning on March 27, 2024 and continuing thereafter on September 27 and March 27 of each year until maturity. The principal balance is due when the notes mature on September 27, 2030. The full net proceeds from the Series F Senior Notes will primarily be used to fulfill the income tax obligations incurred from the divestiture of Adler Tanks. At December 31, 2023, the principal balance outstanding under the Series F Senior Notes was $ 75.0 million. - 82 - 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, 2023, 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, 2023, 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): • 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, 2023, the actual ratio was 3.33 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, 2023, the actual ratio was 2.34 to 1. At December 31, 2023, 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 9. INCOME TAXES Income before provision (benefit) for income taxes consisted of the following: (in thousands) Year Ended December 31, 2023 2022 2021 U.S. $ 234,188 $ 149,759 $ 121,660 Foreign 228 261 96 $ 234,416 $ 150,020 $ 121,756 The provision (benefit) for income taxes consisted of the following: (in thousands) Year Ended December 31, 2023 2022 2021 Current: U.S. Federal $ 57,176 $ 19,480 $ ( 1,692 ) State ( 5,587 ) 8,708 5,360 Foreign 1,847 2,208 2,035 53,436 30,396 5,703 Deferred: U.S. Federal 4,892 4,563 23,433 State 1,481 ( 68 ) 2,896 Foreign ( 14 ) ( 9 ) 19 6,359 4,486 26,348 Total $ 59,795 $ 34,882 $ 32,051 - 83 - The reconciliation of the U.S. federal statutory tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.9 4.9 5.1 State deferred tax apportionment change, net of federal benefit ( 0.2 ) ( 1.1 ) 1.6 Non-deductible transaction costs 0.3 — — Non-deductible executive compensation 0.4 0.6 0.8 Share-based compensation ( 1.2 ) ( 1.7 ) ( 2.1 ) Enactment of the Tax Cuts and Jobs Act ( 0.2 ) ( 0.2 ) — Other 0.5 ( 0.2 ) ( 0.1 ) 25.5 % 23.3 % 26.3 % 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, 2023 2022 Deferred tax liabilities: Accelerated depreciation $ 273,503 $ 249,568 Prepaid costs currently deductible 12,567 8,646 Other 6,767 8,124 Total deferred tax liabilities 292,837 266,338 Deferred tax assets: Accrued costs not yet deductible 13,742 12,207 Allowance for doubtful accounts 713 588 Net operating loss carry-forward 28,670 — Deferred revenues 5,439 4,069 Share-based compensation 2,718 2,563 Total deferred tax assets, net of valuation allowance of $ 0.2 million in 2023 and 2022 51,282 19,427 Deferred income taxes, net $ 241,555 $ 246,911 The net deferred income tax liability presented in the table above for the period ended December 31, 2022, included a net deferred tax liability of $ 43.6 million related to the divested Adler Tanks segment and is included in Liabilities of discontinued operations on the Consolidated Balance Sheets. As of December 31, 2023, the current and deferred tax liabilities from discontinued operations of $ 64.8 million were paid in full and no future tax obligations pertaining to the Adler Tanks segment remain. The Company's tax loss carryforwards for the year ended December 31, 2023, were $ 129.2 million and $ 32.2 million for federal and state jurisdictions, respectively, which are expected to result in a future federal and state tax benefit of $ 27.1 million and $ 1.5 million, respectively. The availability of these tax losses to offset future income varies by jurisdiction. Furthermore, the ability to utilize the tax losses may be subject to additional limitations. The company’s federal net operating loss carryforwards have an indefinite carryforward period. The company’s state net operating loss carryforwards have differing carryforward periods. The Company anticipates that the available net operating losses as of December 31, 2023, will be utilized prior to their respective expiration dates. 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, 2023, the Company’s foreign net operating losses for tax purposes were $ 0.6 million. If not realized, these carry forwards will expire in 2024 . 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 2023, 2022 and 2021 exercise of share-based awards by employees resulted in an excess tax benefit of $ 2.7 million, $ 2.6 million and $ 2.5 million, respectively. - 84 - 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, 2023 and 2022. In addition, there have been no material changes in unrecognized benefits during 2023, 2022 and 2021. 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 2019. 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, 2023, 2022 and 2021. - 85 - NOTE 10. 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 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, 2023. For the years ended December 31, 2023, 2022 and 2021, the share-based compensation expense was $ 8.3 million, $ 8.0 million and $ 7.7 million, respectively, before provision for income taxes. The Company recorded a tax benefit of approximately $ 2.2 million, $ 2.2 million and $ 2.1 million, respectively, related to the aforementioned share-based compensation expenses. There was no capitalized share-based compensation expense in the years ended December 31, 2023, 2022 and 2021. Stock Options As of December 31, 2023, 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 6,906,363 shares, while options for 1,672,732 shares have been terminated, and options for 240 shares with an exercise price of $ 34.57 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, 2023, 1,123,946 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, 2023 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, 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 Options granted — — Options exercised ( 139,110 ) 33.51 Options cancelled/forfeited/expired — — Balance at December 31, 2023 240 $ 34.57 0.17 $ 0.02 Exercisable at December 31, 2023 240 $ 34.57 0.17 $ 0.02 Expected to vest after December 31, 2023 — $ — — $ — 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 $ 9.4 million, $ 7.9 million and $ 7.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, determined as of the date of option exercise. As of December 31, 2023, there was no unrecognized compensation cost related to unvested share-based compensation option arrangements granted under the Company’s stock plans. - 86 - 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, 2023: Options Outstanding Options Exercisable Exercise price Number outstanding at December 31, 2023 Weighted-average remaining contractual life (Years) Weighted-average grant date value Number exercisable at December 31, 2023 Weighted-average grant date value $ 30 – 35 240 0.17 $ 34.57 240 $ 34.57 $ 30 – 35 240 0.17 $ 34.57 139,350 $ 34.57 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, 2023, 2022 and 2021. 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, 2023: Weighted- Aggregate average intrinsic Number grant date value of shares fair value (in millions) 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 RSUs granted 92,320 103.56 RSUs vested ( 86,402 ) 50.98 RSUs cancelled/forfeited/expired ( 21,649 ) 82.69 Balance at December 31, 2023 171,677 $ 92.18 $ 27.4 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 88,110 performance-based RSUs expected to vest as of December 31, 2023. 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 83,567 service-based RSUs expected to vest as of December 31, 2023. No forfeitures are currently expected. The total fair value of RSUs that vested during the years ended December 31, 2023, 2022 and 2021 based on the weighted average grant date values was $ 8.6 million, $ 9.3 million and $ 9.2 million, respectively. Share-based compensation expense for RSUs for the years ended December 31, 2023, 2022 and 2021 was $ 8.3 million, $ 7.9 million and $ 7.3 million, respectively. As of December 31, 2023, the total unrecognized compensation expense related to unvested RSUs was $ 10.7 million and is expected to be recognized over a weighted-average period of 1.4 years. - 87 - 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, 2023 dividends deducted by the Company were $ 0.5 million, which resulted in a tax benefit of approximately $ 0.1 million in 2023. At December 31, 2023, the KSOP held 249,468 shares, or 1 % of the Company’s total common shares outstanding. These shares are included in basic and diluted earnings per share calculations. NOTE 11. 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, 2023 and 2022. As of December 31, 2023, 1,309,805 shares remain authorized for repurchase under the Repurchase Plan. NOTE 12. 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, 2024 $ 6,270 2025 4,702 2026 2,125 2027 516 2028 270 Thereafter 1,119 $ 15,002 Facility rent expense was $ 10.8 million in 2023, $ 7.0 million in 2022 and $ 5.6 million in 2021. 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 - 88 - individual claim basis. In addition, the Company has stop loss insurance that pays for claim payments made during a twelve month 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 to impact the amounts previously accrued and the Company may be required to increase or decrease the amounts previously accrued. At December 31, 2023 and 2022, accruals for the Company’s health and workers’ compensation high deductible plans were $ 1.6 million and $ 2.0 million, respectively. NOTE 13. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill were as follows: (dollar amounts in thousands) Mobile Modular Adler Tanks (Discontinued) Total Balance at December 31, 2021 $ 106,491 $ 25,902 $ 132,393 Changes to Design Space purchase accounting ( 88 ) — ( 88 ) Balance at December 31, 2022 106,403 25,902 132,305 Goodwill acquired through business combination 216,821 — 216,821 Derecognition of goodwill divested — ( 25,902 ) ( 25,902 ) Balance at December 31, 2023 $ 323,224 $ — $ 323,224 Intangible assets from continuing operations 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, 2023 Customer relationships 8 to 11 7.8 $ 73,217 $( 17,003 ) $ 56,214 Non-compete agreements 5 3.7 10,556 ( 3,141 ) 7,415 Trade name 0.75 to 8 5.3 2,000 ( 1,212 ) 788 Total amortizing 85,773 ( 21,356 ) 64,417 Trade name - non-amortizing Indefinite 171 — 171 Total $ 85,944 $( 21,356 ) $ 64,588 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 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 were not expected to be sufficient to recover the asset’s carrying amount, an impairment loss would be charged to expense in the period identified. The amount of an impairment loss that would be recognized is 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 Company last conducted a qualitative analysis of its goodwill and intangible assets in the fourth quarter 2023, with no indicators of impairment. In addition, no impairment triggering events occurred during the year ended December 31, 2023. Determining fair value of a reporting unit is judgmental and involves the use of significant estimates and assumptions. The - 89 - Company bases its fair value estimates on assumptions that it believes are reasonable but are uncertain and subject to changes in market conditions. Intangible assets with finite useful lives are amortized over their respective useful lives. Amortization expense in the years ended December 31, 2023, 2022 and 2021 was $ 10.7 million, $ 5.9 million and $ 5.9 million, respectively. Based on the carrying values at December 31, 2023 and assuming no subsequent impairment of the underlying assets, the annual amortization is expected to be $ 10.3 million in 2024, $ 10.2 million in 2025, $ 9.8 million in 2026, $ 9.6 million in 2027 and $ 8.2 million in 2028. For information on intangible assets from discontinued operations refer to Note 5. NOTE 14. RELATED PARTY TRANSACTIONS There were no significant related party transactions in the years ended December 31, 2023, 2022 and 2021, or amounts owed to related parties at such dates. NOTE 15. SEGMENT REPORTING During the quarter ended December 31, 2023, the Company determined that its Portable Storage business segment met the criteria for separate recognition as defined in the Accounting Standards Codification ("ASC") Topic 280, Segment Reporting . The guidance under this topic requires a public business entity to evaluate both quantitative and qualitative thresholds to determine the significance of a business segment and whether the separate reporting of a business segment enhances the users understanding of the reporting entity's performance, future net cash flows and judgments. The Company evaluated the guidance within Topic 280 and made its determination to separately report the Portable Storage segment primarily due to the Company's continued growth in container fleet purchases and related increased revenues and improved profitability performance when compared to previously reported periods. 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, Portable Storage, TRS-RenTelco and Enviroplex. Management focuses on several key measures to evaluate and assess each segment’s performance including rental revenue growth, gross margin 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, Portable Storage and TRS-RenTelco, based on their pro-rata share of direct revenues. Interest expense is allocated amongst Mobile Modular, Portable Storage and TRS-RenTelco 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 from continuing operations for the years ended December 31, 2023, 2022 and 2021, for the Company’s reportable segments is shown in the following tables: (dollar amounts in thousands) Mobile Modular Portable Storage TRS- RenTelco Enviroplex 1 Consolidated Year Ended December 31, 2023 Rental revenues $ 285,553 $ 74,536 $ 114,247 $ — $ 474,336 Rental related services revenues 114,511 20,510 3,139 — 138,160 Sales and other revenues 162,172 6,091 30,891 20,192 219,346 Total revenues 562,236 101,137 148,277 20,192 831,842 Depreciation of rental equipment 36,921 3,514 48,477 — 88,912 Gross profit 257,921 68,880 62,604 4,228 393,633 Selling and administrative expenses ( 138,574 ) ( 31,537 ) ( 30,962 ) ( 6,466 ) ( 207,539 ) Other income 2,329 457 832 — 3,618 Income (loss) from operations 121,676 37,800 32,474 ( 2,238 ) 189,712 Interest expense (income) allocation 29,724 4,950 8,146 ( 2,260 ) 40,560 Income before provision for income taxes 91,952 32,850 24,638 22 149,462 Rental equipment acquisitions 176,200 27,967 28,945 — 233,112 Accounts receivable, net (period end) 175,360 16,057 25,511 10,440 227,368 Rental equipment, at cost (period end) 1,291,093 236,123 377,587 — 1,904,803 Rental equipment, net book value (period end) 967,712 217,315 144,296 — 1,329,323 Utilization (period end) 2 79.4 % 71.5 % 55.9 % Average utilization 2 79.7 % 77.3 % 58.9 % - 90 - Segment Data (Continued) (dollar amounts in thousands) Mobile Modular Portable Storage TRS- RenTelco Enviroplex 1 Consolidated Year Ended December 31, 2022 Rental revenues $ 206,070 $ 62,218 $ 121,375 $ — $ 389,663 Rental related services revenues 74,756 17,095 3,112 — 94,963 Sales and other revenues 98,385 3,193 26,291 23,170 151,039 Total revenues 379,211 82,506 150,778 23,170 635,665 Depreciation of rental equipment 28,373 2,799 49,253 — 80,425 Gross profit 161,885 55,302 67,899 5,122 290,208 Selling and administrative expenses ( 85,769 ) ( 24,465 ) ( 27,245 ) ( 5,435 ) ( 142,914 ) Income (loss) from operations 76,116 30,837 40,654 ( 313 ) 147,294 Interest expense (income) allocation 8,657 1,518 3,294 ( 1,239 ) 12,230 Income before provision for income taxes 67,459 29,319 36,982 926 134,686 Rental equipment acquisitions 87,535 34,072 69,928 — 191,535 Accounts receivable, net (period end) 124,184 14,923 26,442 4,302 169,851 Rental equipment, at cost (period end) 929,636 193,632 398,267 — 1,521,535 Rental equipment, net book value (period end) 637,151 178,241 174,924 — 990,316 Utilization (period end) 2 80.3 % 82.6 % 59.4 % Average utilization 2 78.0 % 84.8 % 64.2 % 2021 Rental revenues $ 175,626 $ 44,943 $ 113,419 $ — $ 333,988 Rental related services revenues 59,756 12,574 2,880 — 75,210 Sales and other revenues 65,983 4,434 23,895 31,081 125,393 Total revenues 301,365 61,951 140,194 31,081 534,591 Depreciation of rental equipment 25,852 2,219 47,374 — 75,445 Gross profit 136,618 39,422 61,394 9,888 247,322 Selling and administrative expenses ( 72,091 ) ( 20,512 ) ( 25,152 ) ( 5,303 ) ( 123,058 ) Income from operations 64,526 18,910 36,243 4,585 124,264 Interest expense (income) allocation 5,553 880 2,270 ( 459 ) 8,244 Income before benefit for income taxes 58,973 18,030 33,763 5,044 115,810 Rental equipment acquisitions 151,625 36,767 61,097 — 249,489 Accounts receivable, net (period end) 101,839 10,456 22,115 8,711 143,121 Rental equipment, at cost (period end) 879,272 160,822 361,391 — 1,401,485 Rental equipment, net book value (period end) 603,497 148,040 161,900 — 913,437 Utilization (period end) 2 75.3 % 82.5 % 62.9 % Average utilization 2 75.4 % 81.0 % 67.0 % 1. Gross Enviroplex sales revenues were $ 22,615 , $ 24,162 and $ 32,095 in 2022, 2021 and 2020, respectively. There were $ 2,422 , $ 992 and $ 969 inter-segment sales to Mobile Modular in 2023, 2022 and 2021, respectively, which have been eliminated in consolidation. 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. No single customer accounted for more than 10% of total revenues during 2023, 2022 and 2021. Revenue from foreign country customers accounted for 3 % of the Company’s total revenues for 2023 and 4 % for years 2022 and 2021. - 91 - ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.