<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1998 COMMISSION FILE NUMBER 0-13292
--------------------------------------------
MCGRATH RENTCORP
(Exact name of registrant as specified in its Charter)
CALIFORNIA 94-2579843
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5700 LAS POSITAS ROAD, LIVERMORE, CA
94550 (Address of principal executive offices)
Registrant's telephone number: (925) 606-9200
--------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes __X_ No ___
At August 7, 1998, 14,068,362 shares of Registrant's
Common Stock were outstanding.
===============================================================================
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MCGRATH RENTCORP
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------------------- ------------------------------------
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Rental $ 17,339,975 $ 14,743,810 $ 34,320,868 $ 29,070,811
Rental Related Services 2,727,176 2,133,040 4,949,885 4,773,882
---------------- ----------------- ---------------- ----------------
Rental Operations 20,067,151 16,876,850 39,270,753 33,844,693
Sales 13,233,648 16,344,934 21,185,795 25,946,431
Other 173,698 237,224 368,090 509,394
---------------- ----------------- ---------------- ----------------
Total Revenues 33,474,497 33,459,008 60,824,638 60,300,518
---------------- ----------------- ---------------- ----------------
COSTS AND EXPENSES
Direct Costs of Rental Operations
Depreciation 3,810,232 3,464,332 7,656,923 6,887,773
Rental Related Services 1,544,464 1,313,029 3,208,486 3,237,002
Other 3,534,613 2,203,225 6,560,084 4,845,151
---------------- ----------------- ---------------- ----------------
Total Direct Costs of Rental Operations 8,889,309 6,980,586 17,425,493 14,969,926
Costs of Sales 8,722,806 11,393,852 13,972,179 17,655,048
---------------- ----------------- ---------------- ----------------
Total Costs 17,612,115 18,374,438 31,397,672 32,624,974
---------------- ----------------- ---------------- ----------------
Gross Margin 15,862,382 15,084,570 29,426,966 27,675,544
Selling and Administrative 3,838,880 3,688,801 7,543,543 7,046,365
---------------- ----------------- ---------------- ----------------
Income from Operations 12,023,502 11,395,769 21,883,423 20,629,179
Interest 1,582,884 989,446 3,033,730 1,862,331
---------------- ----------------- ---------------- ----------------
Income Before Provision for Income Taxes 10,440,618 10,406,323 18,849,693 18,766,848
Provision for Income Taxes 4,113,603 4,044,277 7,426,779 7,351,644
---------------- ----------------- ---------------- ----------------
Income Before Minority Interest 6,327,015 6,362,046 11,422,914 11,415,204
Minority Interest in Income of Subsidiary 352,679 280,399 480,879 414,069
================ ================= ================ ================
Net Income $ 5,974,336 $ 6,081,647 $ 10,942,035 $ 11,001,135
================ ================= ================ ================
Earnings Per Share:
Basic $ 0.42 $ 0.41 $ 0.77 $ 0.73
================== =================== ================ ================
Diluted $ 0.42 $ 0.40 $ 0.75 $ 0.73
================== =================== ================ ================
Shares Used in Per Share Calculation:
Basic 14,122,495 15,011,918 14,295,909 14,994,218
================== =================== ================ ================
Diluted 14,213,201 15,201,573 14,496,762 15,163,548
================== =================== ================ ================
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE> 3
MCGRATH RENTCORP
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
June 30, December 31,
------------------ ------------------
1998 1997
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash $ 1,076,195 $ 537,875
Accounts Receivable, less allowance for doubtful
accounts of $650,000 in 1998 and 1997 23,191,495 21,794,028
Rental Equipment, at cost:
Relocatable Modular Offices 207,502,584 196,132,895
Electronic Test Instruments 56,147,727 50,350,777
------------------ ------------------
263,650,311 246,483,672
Less Accumulated Depreciation (76,767,755) (72,398,374)
------------------ ------------------
Rental Equipment, net 186,882,556 174,085,298
------------------ ------------------
Land, at cost 20,495,975 20,495,975
Buildings, Land Improvements, Equipment and Furniture,
at cost, less accumulated depreciation of $3,617,709
in 1998 and $3,177,213 in 1997 30,195,229 28,921,513
Prepaid Expenses and Other Assets 4,733,265 6,557,534
------------------ ------------------
Total Assets $ 266,574,715 $ 252,392,223
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes Payable $ 103,500,000 $ 82,000,000
Accounts Payable and Accrued Liabilities 16,750,244 27,047,173
Deferred Income 6,661,013 6,928,532
Minority Interest in Subsidiary 2,003,937 1,523,058
Deferred Income Taxes 40,491,447 36,247,956
------------------ ------------------
Total Liabilities 169,406,641 153,746,719
------------------ ------------------
Shareholders' Equity:
Common Stock, no par value -
Authorized -- 40,000,000 shares
Outstanding -- 14,098,362 shares in 1998 and
14,521,790 shares in 1997 7,701,829 7,756,054
Retained Earnings 89,466,245 90,889,450
------------------ ------------------
Total Shareholders' Equity 97,168,074 98,645,504
------------------ ------------------
Total Liabilities and Shareholders' Equity $ 266,574,715 $ 252,392,223
================== ==================
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 4
MCGRATH RENTCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED JUNE 30,
-----------------------------------------
1998 1997
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 10,942,035 $ 11,001,135
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 8,378,752 7,332,307
Gain on Sale of Rental Equipment (2,955,192) (2,885,946)
Proceeds from Sale of Rental Equipment 7,545,304 7,577,768
Change In:
Accounts Receivable (1,397,467) (3,922,041)
Prepaid Expenses and Other Assets 1,824,267 (3,558,671)
Accounts Payable and Accrued Liabilities (10,064,142) 571,639
Deferred Income (267,518) 1,720,598
Deferred Income Taxes 4,243,492 185,813
------------------ ------------------
Net Cash Provided by Operating Activities 18,249,531 18,022,602
------------------ ------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Rental Equipment (25,044,294) (20,630,573)
Purchase of Buildings, Land Improvements,
Equipment and Furniture (1,995,545) (4,411,326)
------------------ ------------------
Net Cash Used in Investing Activities (27,039,839) (25,041,899)
------------------ ------------------
Cash Flow from Financing Activities:
Net Borrowings Under Lines of Credit 21,500,000 11,150,000
Net Proceeds from the Exercise of Stock Options 214,632 513,894
Repurchase of Common Stock (9,809,788) --
Payment of Dividends (2,576,216) (2,238,495)
------------------ ------------------
Net Cash Provided (Used) by Financing Activities 9,328,628 9,425,399
------------------ ------------------
Net Increase in Cash 538,320 2,406,102
Cash Balance, Beginning of Period 537,875 686,333
================== ==================
Cash Balance, End of Period $ 1,076,195 $ 3,092,435
================== ==================
Interest Paid During the Period $ 3,045,749 $ 1,850,899
================== ==================
Income Taxes Paid During the Period $ 3,103,287 $ 7,085,171
================== ==================
Dividends Declared but not yet Paid $ 1,409,836 $ 1,200,953
================== ==================
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 5
MCGRATH RENTCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
NOTE 1. CONSOLIDATED FINANCIAL INFORMATION
The consolidated financial information for the six months ended June 30,
1998 has not been audited, but in the opinion of management, all adjustments
(consisting of only normal recurring accruals, consolidation and eliminating
entries) necessary for the fair presentation of the consolidated results of
operations, financial position, and cash flows of McGrath RentCorp (the
"Company") have been made. The consolidated results of the six months ended June
30, 1998 should not be considered as necessarily indicative of the consolidated
results for the entire year. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's latest Form 10-K.
NOTE 2. NOTES PAYABLE
On July 31, 1998, the Company restructured a portion of its debt to a fixed
rate by completing a private placement of $40,000,000 of 6.44% senior notes due
in 2005 through BancAmerica Robertson Stephens. Interest on the notes is due
semi-annually in arrears and the principal is due in 5 equal installments
commencing on July 31, 2001. Upon completion of the private placement, the
Company repaid a $15,000,000 interim loan with one of its banks. The remainder
of the proceeds was applied to reduce the existing revolver.
4
<PAGE> 6
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Rental revenues for the three and six months ended June 30, 1998 increased
$2,596,165 (18%) and $5,250,057 (18%), respectively, over the comparative
periods in 1997. Mobile Modular Management Corporation ("MMMC") contributed
$3,552,623 (68%) and electronics contributed $1,697,434 (32%) of the six-month
increase. The significant rental revenue increase by MMMC resulted from the
large quantities of equipment shipped to schools in the latter part of 1997.
Average utilization for electronics during the first six months increased from
53.9% in 1997 to 55.8% in 1998 and declined for modulars from 79.0% in 1997 to
75.8% in 1998. Modular utilization declined primarily due to a substantial
increase in inventory from the addition of new classrooms for the 1998 school
year. Modular utilization excluding new equipment inventory was 82.2% compared
to 81.0% as of June 30, 1998 and 1997, respectively, with an additional
$17,643,000 of modular equipment on rent as of June 30, 1998 compared to a year
earlier.
Rental related services revenues for the three and six months ended June
30, 1998 increased $594,136 (28%) and $176,003 (4%), respectively, as compared
to the same periods in 1997. Gross margins increased from 34% to 35% in 1998 for
the comparative six-month period.
Sales for the three and six months ended June 30, 1998 declined $3,111,286
(19%) and $4,760,636 (18%), respectively, as compared to the same periods in
1997 due to fewer new classroom sales to school districts by MMMC. Enviroplex
and Electronics sales volumes increased 15% and 11%, respectively, over the 1997
comparative six-month period which partially offset MMMC's expected decline in
new classroom sales. (See 1997 Form 10K Management Discussion and Analysis for
Fiscal Years 1997 and 1996.) Gross margin on sales improved for the six-month
period from 32% in 1997 to 34% in 1998. Sales continue to occur routinely as a
normal part of the Company's rental business; however, these sales can fluctuate
from quarter to quarter and year to year depending on customer demands and
requirements.
Depreciation on rental equipment for the three and six months ended June
30, 1998 increased $345,900 (10%) and $769,150 (11%) over the comparative
periods in 1997 as a result of additions to the rental equipment of both
modulars and electronics. Rental equipment, at cost, increased 23% between June
30, 1997 and June 30, 1998. Other direct costs of rental operations for the
three and six months ended June 30, 1998 increased $1,331,388 (60%) and
$1,714,933 (35%) over the comparative periods in 1997 due to increased
maintenance costs of the modular fleet and higher amortization of lease expenses
included in the rental rate.
Selling and administrative expenses for the three and six months ended June
30, 1998 increased $150,079 (4%) and $497,178 (7%), respectively, compared to
the same periods in 1997 primarily due to higher personnel and benefit costs.
Personnel and benefit costs increased $433,225 over the comparative six-month
period in 1997 resulting from additional staff for sales and support, including
the addition of electronics sales people on the East Coast, and higher health
insurance costs.
Interest expense for the three and six months ended June 30, 1998 increased
$593,438 (60%) and $1,171,399 (63%) over the comparative periods in 1997 as a
result of higher average borrowing levels in 1998. The debt increase was
primarily due to rental equipment purchases made during 1997.
Net income for the three and six months ended June 30, 1998 decreased
slightly as compared to the comparative periods in 1997 and amounted to
$5,974,336 and $10,942,035, respectively. Earnings per share increased slightly
for the three and six-month periods in 1998 to $0.42 per share and $0.77 per
share, respectively, on fewer shares outstanding.
5
<PAGE> 7
LIQUIDITY AND CAPITAL RESOURCES
The Company had total liabilities to equity ratio of 1.74 to 1 and 1.56 to
1 as of June 30, 1998 and December 31, 1997, respectively. The debt (notes
payable) to equity ratio was 1.07 to 1 and 0.83 to 1 as of June 30, 1998 and
December 31, 1997, respectively.
The Company has made purchases of shares of its common stock from time to
time in the over-the-counter market (NASDAQ) and/or through privately
negotiated, large block transactions under an authorization of the Board of
Directors. Shares repurchased by the Company are cancelled and returned to the
status of authorized but unissued stock. As of August 7, 1998, the Company has
repurchased 519,550 shares of its outstanding common stock for an aggregate
purchase price of $10,424,093 (or an average price of $20.06 per share). As of
August 7, 1998, 919,900 shares remain authorized for repurchase.
The Company believes that its needs for working capital and capital
expenditures through 1998 and beyond will adequately be met by cash flow and
bank borrowings.
PART II OTHER INFORMATION
ITEM 3. OTHER INFORMATION
On June 11, 1998, the Company declared a quarterly dividend on its Common
Stock; the dividend was $0.10 per share. Subject to its continued profitability
and favorable cash flow, the Company intends to continue the payment of
quarterly dividends.
ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<S> <C> <C>
NUMBER DESCRIPTION METHOD OF FILING
4.1 First Extension $3,000,000 Committed Credit Facility Filed herewith.
4.2 Fourth Extension to the $5,000,000 Optional Credit Facility with
Union Bank of California N.A. Filed herewith.
4.3 Schedule of Notes With Sample Note Filed herewith.
27 Financial Data Schedule Filed herewith.
</TABLE>
(b) Reports on Form 8-K.
No reports on form 8-K have been filed during the quarter for which
this report is filed.
6
<PAGE> 8
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Date: August 7, 1998 MCGRATH RENTCORP
by: /s/ Delight Saxton
-------------------
Delight Saxton
Senior Vice President, Chief Financial
Officer (Chief Accounting Officer) and
Secretary
7
<PAGE> 9
INDEX TO EXHIBITS
Exhibits.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
<S> <C> <C>
4.1 First Extension $3,000,000 Committed Credit Facility Filed herewith.
4.2 Fourth Extension to the $5,000,000 Optional Credit
Facility with Uion Bank of California H.A. Filed herewith.
4.3 Schedule of Notes With Sample Note Filed herewith.
27 Financial Data Schedule Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
Date: June 23, 1998
Mr. Thomas J. Sauer
Vice President and Treasurer/Controller
McGrath RentCorp.
5700 Las Positas Road
Livermore, CA 94550
Re: Credit extended to Borrower pursuant to that certain $3,000,000
Committed Credit Facility Letter ("Facility Letter") from Union Bank of
California, N.A., formerly The Bank of California, N.A. ("Bank" to McGrath
RentCorp, a California corporation ("Borrower") dated July 24, 1997, and further
evidenced by that certain Credit Line Note dated July 24, 1997, executed by
Borrower to the order of Bank ("Credit Line Note"). Capitalized terms used
herein shall have the meanings given to them in the Facility Letter.
Dear Tom:
This letter is to confirm that Union Bank of California, N.A. has agreed to
extend the maturity date of that certain facility ("Committed Credit Facility")
in the maximum principal amount of $3,000,000, granted by Bank to Borrower
pursuant to the terms and conditions of the Facility Letter and Credit Line
Note. References in the Facility Letter to the Credit Line Note shall mean the
Credit Line Note as amended from time to time, and references in the Credit Line
Note to the Facility Letter shall mean the Facility Letter as amended from time
to time. A copy of the note is attached to this letter.
The maturity date of the Committed Credit Facility is hereby extended to
September 30, 1998 ("New Maturity Date"). The Facility Letter and the Credit
Line Note shall be deemed modified as of the date of this letter to reflect the
New Maturity Date. All other terms and conditions of the Facility Letter and
Credit Line Note remain in full force and effect, without waiver or
modification. This extension is further conditioned on (i) Borrower's continued
payment of interest as provided in the Facility Letter and Credit Line Note, and
(ii) any principal instalments which Borrower was obligated to make prior to the
extension provided for herein.
Each advance request, or Borrower's continued payments of principal or interest
on the outstanding balance of any loan, constitutes Borrower's warranty that no
event of default as defined in the Facility Letter or Credit Line Note and no
condition, event or act which, with the giving of notice or the passage of time
or both, would constitute such an event of default, shall have occurred and be
continuing or shall exist.
BANK HAS NOT COMMITTED TO MAKE ANY FURTHER EXTENSION OF THE MATURITY DATE, OR TO
RENEW THE COMMITTED CREDIT FACILITY OR OPTIONAL ADVANCE NOTE BEYOND THE NEW
MATURITY DATE. ANY FURTHER EXTENSION OR RENEWAL REMAINS IN THE SOLE AND
ABSOLUTE DISCRETION OF THE BANK.
Except as specifically provided herein, all terms and conditions of the Facility
Letter and the Credit Line Note shall remain in full force and effect and area
hereby ratified and confirmed. This letter shall not constitute a waiver of any
existing or future default or a waiver of a breach of a condition or covenant
unless specified herein.
Very Truly Yours,
UNION BANK OF CALIFORNIA, N.A.
By:
---------------------------------
Robert John Vernagallo
Vice President
<PAGE> 1
EXHIBIT 4.2
<PAGE> 2
Date: June 23, 1998
Mr. Thomas J. Sauer
Vice President and Treasurer/Controller
McGrath RentCorp.
5700 Las Positas Road
Livermore, CA 94550
Re: Credit available (at Bank's discretion) pursuant to that certain
$5,000,000 Optional Advance Facility ("Facility Letter") from Union Bank of
California, N.A., formerly The Bank of California, N.A. ("Bank") to McGrath
RentCorp., a California corporation ("Borrower") dated October 16, 1996, as
extended by an extension letter dated June 27, 1997 and modified by an amendment
letter dated July 24, 1997, and further evidenced by that certain Optional
Advance Note dated October 16, 1996, executed by Borrower to the order of Bank,
as extended by an extension letter dated June 27, 1997 and modified by an
amendment letter dated July 24, 1997 ("Optional Advance Note"). Capitalized
terms used but not defined herein shall have the meaning given to them in the
Facility Letter.
Dear Tom:
This letter is to confirm that Union Bank of California, N.A., has agreed to
extend the maturity date of that certain facility ("Optional Advance Facility")
in the maximum principal amount of $5,000,000, granted by Bank to Borrower
pursuant to the terms and conditions of the Facility Letter and Optional Advance
Note. References in the Facility Letter to the Optional Advance Note shall mean
the Optional Advance Note as amended from time to time, and references in the
Optional Advance Note to the Facility Letter shall mean the Facility Letter as
amended from time to time. A copy of the note is attached to this letter.
The maturity date of the Optional Advance Facility is hereby extended to
September 30, 1998 ("New Maturity Date"). The Facility Letter and the Optional
Advance Note shall be deemed modified as of the date of this letter to reflect
the New Maturity Date. All other terms and conditions of the Facility Letter and
Optional Advance Note remain in full force and effect, without waiver or
modification. This extension is further conditioned on (i) Borrower's continued
payment of interest as provided in the Facility Letter and Optional Advance
Note, and (ii) any principal instalments which Borrower was obligated to make
prior to the extension provided for herein.
Each advance request , or Borrower's continued payments of principal or interest
on the outstanding balance of any loan, constitutes Borrower's warranty that no
event of default as defined in the Facility Letter or Optional Advance Note and
no condition, event or act which, with the giving of notice or the passage of
time or both, would constitute such an event of default, shall have occurred and
be continuing or shall exist.
BANK HAS NOT COMMITTED TO MAKE ANY FURTHER EXTENSION OF THE MATURITY DATE, OR TO
RENEW THE OPTIONAL ADVANCE FACILITY OR OPTIONAL ADVANCE NOTE BEYOND THE NEW
MATURITY DATE. ANY FURTHER EXTENSION OR RENEWAL REMAINS IN THE SOLE AND ABSOLUTE
DISCRETION OF THE BANK.
Except as specifically provided herein, all terms and conditions of the Facility
Letter and the Optional Advance Note shall remain in full force and effect and
are hereby ratified and confirmed. This letter shall not constitute a waiver of
any existing or future default or a waiver of a breach of a condition or
covenant unless specified herein.
BORROWER ACKNOWLEDGES THAT THE FACILITY IS NOT A COMMITTED FACILITY. IN ITS SOLE
DISCRETION, FOR ANY REASON OR FOR NO REASON AND WITHOUT NOTICE, BANK BAY DECLINE
TO MAKE ANY OR ALL REQUESTED ADAVANCES UNDER THE FACILITY, MAY DECLINE TO
CONTINUE OR FURTHER RENEW THE FACILITY, AND MAY TERMINATE THE FACILITY AT ANY
TIME.
Very truly Yours,
UNION BANK OF CALIFORNIA, N.A.
By:
---------------------------------
Robert John Vernagallo
Vice President
<PAGE> 1
Exhibit 4.3
NOTES ISSUED IN THE FOLLOWING AMOUNTS
<TABLE>
<S> <C>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY $ 8,000,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY $ 4,000,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY $ 5,000,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY $ 3,000,000
ALLSTATE INSURANCE COMPANY $ 5,000,000
ALLSTATE LIFE INSURANCE COMPANY $ 2,500,000
ALLSTATE LIFE INSURANCE COMPANY $ 2,500,000
NATIONWIDE LIFE INSURANCE COMPANY $10,000,000
</TABLE>
<PAGE> 2
MCGRATH RENTCORP
6.44% Senior Note due July 15, 2005
No. R-1 July ______, 1998
$8,000,000 PPN 580589 A* 0
FOR VALUE RECEIVED, the undersigned MCGRATH RENTCORP (herein called the
"Company"), a corporation organized and existing under the laws of the State of
California, hereby promises to pay to CIG & CO., or registered assigns, the
principal sum of EIGHT MILLION DOLLARS ($8,000,000) on July 15, 2005, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at the rate of 6.44% per annum from the date
hereof, payable semiannually, on the fifteenth day of January and July in each
year, commencing with the January 15 or July 15 next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (1) 8.44% or (2) 2% over the rate of interest publicly
announced by Bank of America from time to time in Chicago, Illinois as its
"reference" rate.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America in Chicago, Illinois or at
such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreements referred to
below.
This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to separate Note Purchase Agreements, each dated as of
July 1, 1998 (as from time to time amended, collectively, the "Note Purchase
Agreements"), between the Company and the respective Purchasers named therein
and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in SECTION 20 of the Note Purchase Agreements and (ii) to
have made the representation set forth in SECTION 6.2 of the Note Purchase
Agreements to the extent provided in SECTION 13.2 of the Note Purchase
Agreements.
This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.
The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreements. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreements, but not
otherwise.
If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.
<PAGE> 3
This Note shall be construed and enforced in accordance with, and the
rights and parties shall be governed by, the law of the State of Illinois,
excluding choice-of-law principles of the law of such State which would require
application of the laws of the jurisdiction other than such State.
MCGRATH RENTCORP
By /s/ Delight Saxton
-------------------------------
Its /s/ CFO
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) McGRATH
RENTCORP'S QUARTERLY REPORT (10Q) FOR QUARTER ENDING JUNE 30, 1998.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,076
<SECURITIES> 0
<RECEIVABLES> 23,841
<ALLOWANCES> (650)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 317,958<F1>
<DEPRECIATION> (80,385)<F2>
<TOTAL-ASSETS> 266,575
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,702
<OTHER-SE> 89,466
<TOTAL-LIABILITY-AND-EQUITY> 266,575
<SALES> 60,825
<TOTAL-REVENUES> 60,825
<CGS> 31,398
<TOTAL-COSTS> 31,398
<OTHER-EXPENSES> 7,544
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,034
<INCOME-PRETAX> 18,850
<INCOME-TAX> 7,427
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,942<F3>
<EPS-PRIMARY> 0.77
<EPS-DILUTED> 0.75
<FN>
<F1>INCLUDES RENTAL EQUIPMENT, LAND, LAND IMPROVEMENTS, FURNITURE AND EQUIPMENT
<F2>ACCUMULATED DEPRECIATION OF <F1> ABOVE
<F3>MINORITY INTEREST IN INCOME OF SUBSIDIARY INCLUDED
</FN>
</TABLE>
