Ladies and gentlemen, thank you for standing by. Welcome to the McGrath RentCorp Conference Call to discuss the company's transaction involving its concurrent acquisition of Vesta Modular and divestiture of Adler Tank Rentals. At this time, all conference participants are in a listen-only mode. Later, we will conduct a question and answer session. At that time, if you have a question, you will need to press the star key followed by the one key on your telephone. This conference call is being recorded today, Thursday, February 2nd, 2023. Before we begin, note that the matters the company management will be discussing today that are not statements of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The transaction being discussed today is subject to a variety of risks and uncertainties, which should be considered carefully. A summary of these uncertainties is included in the safe harbor statement contained in the press release and investor presentation related to the transaction. Important factors that could cause actual results to differ materially from the company's expectations are disclosed under Risk Factors in the company's most recent Form 10-K and other SEC filings. Forward-looking statements are made only as the date hereof. Except as otherwise required by law, we assume no obligation to update any forward-looking statements. In addition to the press release issued yesterday, the company also filed with the SEC the definitive agreements and investor presentation on Form 8-K. Speaking today will be Joe Hanna, Chief Executive Officer, and Keith Pratt, Chief Financial Officer. I will now turn the call over to Mr. Hanna. Go ahead, sir. Thank you, Shelby. Good morning, thank you everyone for joining us on today's call. We have some exciting news here at McGrath. As you may have seen from our press release issued yesterday evening and the related investor presentation that we have posted on the investor relations page of our company website, we have closed a transaction that includes the acquisition of Vesta Modular and concurrently, the sale of Adler Tanks. I will provide the overall strategic perspective and transaction highlights. Keith will run through the key financials, then we will take questions. The investor presentation on our website includes complimentary information to today's discussion. Today is a strategic milestone for McGrath. The transactions we just completed accelerate our growth priorities by significantly increasing our portfolio mix and competitive footprint of our modular business. Over the last two years, we have been intentionally shifting our investment focus to our modular business. In 2021, we completed the acquisitions of Design Space, Kitchens To Go, and TITAN Container. It took time to work through the integration of these initiatives. After a full year of integration work, we were able to demonstrate the benefit of those moves in our strong third quarter operating results last year. At the same time, we continued to work on our M&A pipeline, and our efforts have now led to the addition of Vesta to McGrath. Vesta Modular is a highly complementary addition to our modular building rental business. It has a fleet of about 50% commercial modular buildings and 50% classrooms. Vesta has grown the business impressively over the past several years and is a respected operator in our markets. Combining operations will provide us with a wider and larger scaled platform for growth. Vesta has also a nicely developed custom modular solutions group that will provide added resources and depth to the team we have created to pursue the many opportunities that we are seeing in that market space. The Vesta team members we have worked with in this process are experienced and dedicated professionals, and we believe the entire Vesta team will be an excellent cultural fit with the rest of our modular organization. Through this strategic acquisition, we will expand our coverage into 13 additional states and increase our density in another 15. This will provide catalysts to accelerate our coverage in the attractive long-term growth markets we already operate in and will open up new markets for us. The Vesta acquisition also aligns closely with our work to expand the solutions capabilities of our modular business. With the addition of over 900 Vesta customers and a larger combined geographic coverage, we expect to have additional opportunities to provide our offerings for Mobile Modular Plus and custom modular solutions. Mobile Modular Plus offers a one-stop solution to customers by providing everything they need for a successful project inside and outside the building. Our custom modular solutions supports customers who want to purchase a new permanent facility or have unique design considerations with the benefits of shorter lead time and attractive cost compared to conventional construction. Our combined team will be able to offer a compelling set of solutions to a broader customer base. This acquisition opportunity became even more compelling than we had initially anticipated. As we explored the potential purchase of Vesta, we received interest from its owner, Kinderhook, for them to purchase Adler Tank Rentals from us. Kinderhook was interested in adding Adler Tanks to grow its Ironclad Environmental Solutions business. The more we assessed this idea, the more we realized how much it made sense. With Ironclad, the Adler business will be part of an industry-leading provider of Specialty Waste Management Solutions and temporary storage and containment equipment for hazardous and non-hazardous industrial waste and will be positioned for future investment and growth. The divestiture of Adler streamlines McGrath and further focuses our strategic growth investment in modular and solidified our strategic rationale for this concurrent acquisition divestiture transaction. Our strategy in recent years to maximize cash at Adler has worked well, and the team has done a wonderful job broadening the geographic coverage areas, delivering exceptional service to customers, and achieving good financial results over the last decade. I would like to take a moment to acknowledge all of the Adler team for a job well done. You have been an important part of our success, and we are sorry to see you go. We believe you will be in good hands and that you will do well in the future. Turning now to what McGrath will look like on a go-forward basis. Our revenue mix will shift to approximately 80% modulars and 20% electronics. Our TRS business has a very strong market position in the electronic test and measurement rental industry, and we have run the business very successfully over many years. TRS is an important part of McGrath. It is a high ROIC business with consistent profitability and steady growth over time. TRS is staffed with a highly competent team capable of keeping business operations growing now and in the future. It is one of the top two competitors in its space and is positioned well to capture upside opportunities in the growing technology space. To conclude my remarks, we look forward to Vesta being part of our modular business, to building on Vesta's success, and to achieving future growth together. Vesta has a strong, capable, and experienced team. We are excited about welcoming our new team members as an important part of our future. I'm going to turn the call over to Keith to take you through the key financial highlights pertaining to this transaction. Thank you, Joe. We are very excited about the strategic transaction we are discussing today. We see this as accelerating our progress with our modular growth initiatives. First, let me recap some of the key financial highlights. We have paid $400 million cash for Vesta Modular, subject to certain adjustments. As of December 31, 2022, estimated on a trailing 12-month basis, Vesta generated $129 million of total revenue and $40 million of EBITDA. Net of $8 million anticipated annualized synergies and $30 million of expected tax value from past net operating losses, the purchase multiple is approximately 7.7x last 12 months EBITDA. We have sold Adler for a cash price of $265 million, subject to certain adjustments, which is a multiple of approximately 7.1x estimated last 12 months adjusted EBITDA. The Vesta acquisition is about top-line revenue growth. It will immediately expand our modular business geographic coverage with the addition of 13 new states and improve our coverage density in 15 states where both Vesta and Mobile Modular have current operations. With our combined resources and operations, we anticipate important synergy opportunities. Revenue synergies are expected in several key areas. First, in managing for improved utilization of our combined fleet. Mobile Modular has made great progress in this aspect of our operations. It will remain a focus for us with the Vesta team. Next, with broader geographic coverage in new and existing states, we believe the combined businesses will be positioned to improve market penetration. Additionally, the larger modular platform will enhance our growth initiatives to provide additional service offerings through Mobile Modular Plus, site-related services, and custom modular solutions. The broader geographic coverage should support accelerated growth opportunities for our Portable Storage business. On the cost side, we see potential for optimization of certain real estate and operating yards. We also expect to realize some SG&A efficiencies in key support functions. With our combined spending, we anticipate purchasing savings with use of best practices. Finally, on larger complex projects, we see opportunities for project management cost efficiencies. While each business combination is a unique event, we see many revenue and cost synergy opportunities with Vesta that are similar to what we have realized over the last year and a half working with the Design Space business, which we acquired in May 2021. Vesta has built a high quality fleet of approximately 6,000 modular units. The fleet is relatively young at around 7 years average age, reflecting significant capital invested over the last few years and providing many years of remaining useful life for future rentals. The original acquisition cost of the rental fleet assets is approximately $220 million. The Vesta business mix for 2022 was comprised of approximately 50% from rental unit leasing revenues and 50% from sales of new and used modular units. This mix is similar to the mix of the Design Space business that we previously acquired. The strong equipment sales and custom solutions capabilities of Vesta are a good fit with our strategic priority to grow new equipment sales through our own custom modular solutions initiative. This transaction, comprised of the concurrent acquisition and divestiture, fits well with our disciplined capital allocation. We expect the transaction to be accretive in 2024, with ROIC exceeding cost of capital beyond 2024. The funding for the transaction came from our existing revolving credit line, and our net cash outflow at close was approximately $165 million, inclusive of an estimated $30 million of reimbursable rental equipment CapEx. We estimate our leverage ratio at the time of closing at approximately 2.1 on a pro forma basis. As a result, we retain our conservative balance sheet with financial flexibility for shareholder return, organic investment, and tuck-in acquisitions. Hart-Scott-Rodino review has already been filed, and the 30-day window has expired. We will be providing our 2023 financial outlook when we announce our fourth quarter 2022 results on February 22nd. That concludes our prepared remarks. Shelby, you may now open the lines for questions. At this time, if you'd like to ask a question, please press the star and one on your touch-tone phone. You may remove yourself from the queue at any time by pressing star two. Once again, that is star and one to ask a question. We'll take our first question from Scott Schneeberger with Oppenheimer. Thanks very much. Good morning, all, congratulations on your transaction. Thank you, Scott. You are welcome, Joe. You know, very interesting developments, I'm just curious, I guess I'll start out asking on synergies. Keith, I see them quantified in the deck, maybe if you could speak to either one of you, kind of the mix between revenue and cost synergies and the potential for upside over a greater period of time. You've kind of quantified over 24 months what you think you can achieve. Just, you don't have to quantify, but thoughts on longer term and again, that revenue cost mix. Thanks. Sure. Scott, a couple of elements to that question, but let's start off with what we've shared, which is the anticipated annualized $8 million EBITDA contribution from synergies by 2024. I would say we have good work done on that. We learned a lot with our Design Space experience of what areas to look at closely and what opportunities to see. I would say of that number we've put out, about two-thirds of that is cost related, one-third revenue. I think as you look beyond that timeframe, likely to be even more opportunity on the revenue side. I think the revenue side on Design Space, particularly in newer regions, we were able to accelerate progress that had already begun with the Design Space team. I think when we look at Vesta, they're in a lot of regions where we don't have a presence, and that will accelerate our ability to grow, deploy equipment, and add to the size of our modular business. That would be my comments. We've done a lot of work on this. We will do more work in integration. As you can imagine, we are independent companies until the deal closed, and we can do a certain amount of work on synergy planning, but the real work now begins. As a combined set of businesses, our teams will be working closely together and looking at the best ways to approach the market and win, and the best ways to operate efficiently. That's all reflected in the outline that we've given. We feel good about the target we've set. As I said, as we go further, particularly on the revenue side, as you get further out, I think there's more to go after. Hey, Scott, just to add to that, you know, we'll report on this as, you know, the quarters unfold here. We, you know, start realizing some of these synergies. We'll share how we're doing. Okay. Thanks, guys. Yeah, I guess, kind of on along that same theme, it doesn't appear that Vesta, what was renting or selling portable storage containers, which is a key part of, or, you know, developing part of your, Mobile Modular segment. Might that be something that we would expect you get a much larger geographic footprint? Would that be an area where we start to see synergistic benefits as well, Keith, as you mentioned on the, on the revenue side? The answer to that is absolutely yes. No, no question. I- Absolutely. Excellent. No, it seems like a great opportunity. The much like Design Space you guys have outlined, there is a sales component, a little bit more of a sales component versus leasing with Vesta as well. I think you guys have done a nice job with Design Space on that. I kind of a two-part question. One, in the Mobile Modular segment, what will the rental to sales mix be now? You all have been, I'd say, during the pandemic period, acquisitive, and it's been good to see. What was it versus the pre-pandemic period? I'll let you answer that and then come with my follow up after. Thanks. Yeah. I would say, again, a lot of moving parts on this, particularly as we go forward. Approximately the rental to sales mix for all of our modular business is about 80% rental operations, 20% sales. As you know, we have the Enviroplex business, which is a little different because that's a manufacturer. If you put that in the mix, it's probably closer to 25%. As we look forward, again, sales are an area where we see opportunity. It's leveraging the customer base. It's leveraging our manufacturing supply chain. It makes a good sense to us, and we just see a big secular opportunity there with more use of factory built construction, that is deployed for our customers. That mix may edge higher if we're successful in the marketplace. View it as an add. The core business starts with the rental. It's a great business. We love it. As Joe said, we have a lot of service elements we're adding into the modular rental transactions. The sales business is very complementary and has been a focus area for us. It's a big reason why these businesses coming together makes great strategic sense. Both the revenue from rental operations and from sales, we intend to grow. Excellent. Thanks, Keith. The follow up part to that is, it looks like Vesta has very similar margins to your Mobile Modular segment. How should we think with this greater sales component, margin, return on investing capital or any other key financial metrics may be impacted by this increase in the sales mix? Thanks. Yeah. I think just on the sales piece, clearly ROIC can benefit because there's not a capital requirement unlike the rental fleet. In terms of margin mix, new equipment sales do have a thinner margin profile than rental operations. Again, we'll factor that into how we discuss our outlook when we do that in a few weeks. Again, you've got to look at this as two revenue streams, both of which are growing and are complementary. Again, there is a little bit of a difference in the margin profile with new equipment sales. Great. Thanks. Appreciate that. Just last for me, and I feel like, Joe, you addressed this in the prepared remarks, but, I think with the divestiture of Adler, it's a nice streamlining of the business. That was a good asset, but, it probably fits better elsewhere, which appears to be what's happening. That leaves TRS-RenTelco as your other major segment. Is there, just what is the outlook for that in the portfolio? It sounds like you're very interested in maintaining it ongoing. Just curious if there's a major restructuring of the portfolio that you're contemplating here. Thanks. Yeah. Thanks, Scott. I'll say this, I did allude to it in my prepared remarks. TRS, you know, they play an important role in the portfolio. I would say that the most significant difference between TRS and Adler is TRS holds a much stronger market position in the market segments that they operate in, whereas Adler did not. We feel that business is set up for success in a greater way than Adler was. You know, we believe that we're a very good owner of that business. We have a team that runs it very well. It produces, you know, a lot of cash for the business, and we're very interested in continuing to own it. Those are our plans for the future. Okay. Thanks very much. Congratulations again. I'll turn it over. Yeah, thank you. Once again, if you would like to ask a question, please press star one on your touch tone phone. Ladies and gentlemen, that appears to be the last question. Let me now turn the call back over to Mr. Hanna for any closing remarks. Thank you very much. I'd like to thank everyone for joining us on the call today and for your continuing interest in our company. We look forward to speaking with you again on February 22nd to review our fourth quarter results. Ladies and gentlemen, this concludes today's teleconference call. Thank you for your participation. You may now disconnect.