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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNESEPTEMBER 30, 1998
COMMISSION FILE NUMBER 0-13292
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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
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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_[X] No ___[ ]
At August 7,November 5, 1998, 14,068,36214,000,862 shares of Registrant's
Common Stock were outstanding.
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MCGRATH RENTCORP
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30, SIXNINE MONTHS ENDED JUNESEPTEMBER
SEPTEMBER 30, --------------------------------------- ------------------------------------30,
---------------------------- ----------------------------
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
REVENUES
Rental $ 17,339,97518,385,026 $ 14,743,81016,067,741 $ 34,320,86852,705,894 $ 29,070,81145,138,552
Rental Related Services 2,727,176 2,133,040 4,949,885 4,773,882
---------------- ----------------- ---------------- ----------------4,061,774 3,357,762 9,011,659 8,131,644
------------ ------------ ------------ ------------
Rental Operations 20,067,151 16,876,850 39,270,753 33,844,69322,446,800 19,425,503 61,717,553 53,270,196
Sales 13,233,648 16,344,934 21,185,795 25,946,43121,787,334 25,675,496 42,973,129 51,621,927
Other 173,698 237,224 368,090 509,394
---------------- ----------------- ---------------- ----------------244,360 251,130 612,450 760,524
------------ ------------ ------------ ------------
Total Revenues 33,474,497 33,459,008 60,824,638 60,300,518
---------------- ----------------- ---------------- ----------------44,478,494 45,352,129 105,303,132 105,652,647
------------ ------------ ------------ ------------
COSTS AND EXPENSES
Direct Costs of Rental Operations
Depreciation 3,810,232 3,464,332 7,656,923 6,887,7734,617,674 3,649,571 12,274,597 10,537,344
Rental Related Services 1,544,464 1,313,029 3,208,486 3,237,0021,942,766 1,638,057 5,151,252 4,875,059
Other 3,534,613 2,203,225 6,560,084 4,845,151
---------------- ----------------- ---------------- ----------------3,655,957 2,649,772 10,216,041 7,494,923
------------ ------------ ------------ ------------
Total Direct Costs of Rental Operations 8,889,309 6,980,586 17,425,493 14,969,92610,216,397 7,937,400 27,641,890 22,907,326
Costs of Sales 8,722,806 11,393,852 13,972,179 17,655,048
---------------- ----------------- ---------------- ----------------15,580,968 17,878,601 29,553,147 35,533,649
------------ ------------ ------------ ------------
Total Costs 17,612,115 18,374,438 31,397,672 32,624,974
---------------- ----------------- ---------------- ----------------25,797,365 25,816,001 57,195,037 58,440,975
------------ ------------ ------------ ------------
Gross Margin 15,862,382 15,084,570 29,426,966 27,675,54418,681,129 19,536,128 48,108,095 47,211,672
Selling and Administrative 3,838,880 3,688,801 7,543,543 7,046,365
---------------- ----------------- ---------------- ----------------4,560,456 4,962,291 12,103,999 12,008,656
------------ ------------ ------------ ------------
Income from Operations 12,023,502 11,395,769 21,883,423 20,629,17914,120,673 14,573,837 36,004,096 35,203,016
Interest 1,582,884 989,446 3,033,730 1,862,331
---------------- ----------------- ---------------- ----------------1,685,905 1,042,716 4,719,635 2,905,047
------------ ------------ ------------ ------------
Income Before Provision for Income Taxes 10,440,618 10,406,323 18,849,693 18,766,84812,434,768 13,531,121 31,284,461 32,297,969
Provision for Income Taxes 4,113,603 4,044,277 7,426,779 7,351,644
---------------- ----------------- ---------------- ----------------4,899,299 5,445,015 12,326,078 12,796,659
------------ ------------ ------------ ------------
Income Before Minority Interest 6,327,015 6,362,046 11,422,914 11,415,2047,535,469 8,086,106 18,958,383 19,501,310
Minority Interest in Income of Subsidiary 352,679 280,399 480,879 414,069
================ ================= ================ ================447,125 383,752 928,004 797,821
------------ ------------ ------------ ------------
Net Income $ 5,974,3367,088,344 $ 6,081,6477,702,354 $ 10,942,03518,030,379 $ 11,001,135
================ ================= ================ ================18,703,489
============ ============ ============ ============
Earnings Per Share:
Basic $ 0.420.50 $ 0.410.51 $ 0.771.27 $ 0.73
================== =================== ================ ================1.25
============ ============ ============ ============
Diluted $ 0.420.50 $ 0.400.51 $ 0.751.25 $ 0.73
================== =================== ================ ================1.23
============ ============ ============ ============
Shares Used in Per Share Calculation:
Basic 14,122,495 15,011,918 14,295,909 14,994,218
================== =================== ================ ================14,062,112 15,015,918 14,217,977 15,001,462
============ ============ ============ ============
Diluted 14,213,201 15,201,573 14,496,762 15,163,548
================== =================== ================ ================14,231,078 15,242,764 14,405,525 15,192,887
============ ============ ============ ============
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The accompanying notes are an integral part of these consolidated financial
statements.
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MCGRATH RENTCORP
CONSOLIDATED BALANCE SHEETS
(unaudited)
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June------------------------------------------------------------------------------------------
SEPTEMBER 30, DecemberDECEMBER 31,
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1998 1997
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ASSETS
Cash $ 1,076,195546,775 $ 537,875
Accounts Receivable, less allowance for doubtful
accounts of $650,000 in 1998 and 1997 23,191,49526,720,545 21,794,028
Rental Equipment, at cost:
Relocatable Modular Offices 207,502,584209,507,315 196,132,895
Electronic Test Instruments 56,147,72760,747,136 50,350,777
------------------ ------------------
263,650,311------------- -------------
270,254,451 246,483,672
Less Accumulated Depreciation (76,767,755)(79,793,338) (72,398,374)
------------------ ------------------------------- -------------
Rental Equipment, net 186,882,556190,461,113 174,085,298
------------------ ------------------------------- -------------
Land, at cost 20,495,975 20,495,975
Buildings, Land Improvements, Equipment and Furniture,
at cost, less accumulated depreciation of $3,617,709$3,983,826
in 1998 and $3,177,213 in 1997 30,195,22931,566,195 28,921,513
Prepaid Expenses and Other Assets 4,733,2655,140,947 6,557,534
------------------ ------------------------------- -------------
Total Assets $ 266,574,715274,931,550 $ 252,392,223
================== =============================== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes Payable $ 103,500,000100,000,000 $ 82,000,000
Accounts Payable and Accrued Liabilities 16,750,24421,312,813 27,047,173
Deferred Income 6,661,0137,347,482 6,928,532
Minority Interest in Subsidiary 2,003,9372,507,403 1,523,058
Deferred Income Taxes 40,491,44742,714,887 36,247,956
------------------ ------------------------------- -------------
Total Liabilities 169,406,641173,882,585 153,746,719
------------------ ------------------------------- -------------
Shareholders' Equity:
Common Stock, no par value -
Authorized -- 40,000,000 shares
Outstanding -- 14,098,36214,000,862 shares in 1998 and
14,521,790 shares in 1997 7,701,8297,648,364 7,756,054
Retained Earnings 89,466,24593,400,601 90,889,450
------------------ ------------------------------- -------------
Total Shareholders' Equity 97,168,074101,048,965 98,645,504
------------------ ------------------------------- -------------
Total Liabilities and Shareholders' Equity $ 266,574,715274,931,550 $ 252,392,223
================== ==================
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The accompanying notes are an integral part of these consolidated financial
statements.
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MCGRATH RENTCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
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SIX MONTHS ENDED JUNE 30,
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1998 1997
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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
================== =============================== =============
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The accompanying notes are an integral part of these consolidated financial
statements.
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MCGRATH RENTCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
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NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1998 1997
- -------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 18,030,379 $ 18,703,489
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 13,380,816 11,191,451
Gain on Sale of Rental Equipment (4,396,941) (5,453,700)
Proceeds from Sale of Rental Equipment 11,247,675 14,756,222
Change In:
Accounts Receivable (4,926,517) (5,929,848)
Prepaid Expenses and Other Assets 1,416,587 (4,097,182)
Accounts Payable and Accrued Liabilities (4,988,358) 7,313,283
Deferred Income 418,950 2,086,436
Deferred Income Taxes 6,466,931 757,389
------------ ------------
Net Cash Provided by Operating Activities 36,649,522 39,327,499
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Rental Equipment (35,501,146) (41,240,592)
Purchase of Land, Buildings, Land Improvements,
Equipment and Furniture (3,750,901) (6,498,689)
------------ ------------
Net Cash Used in Investing Activities (39,252,047) (47,739,281)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES:
Net Borrowings Under Lines of Credit 18,000,000 11,950,000
Net Proceeds from the Exercise of Stock Options 214,632 556,894
Repurchase of Common Stock (11,617,155) --
Payment of Dividends (3,986,052) (3,439,447)
------------ ------------
Net Cash Provided (Used) by Financing
Activities 2,611,425 9,067,447
------------ ------------
Net Increase in Cash 8,900 655,665
Cash Balance, Beginning of Period 537,875 686,333
------------ ------------
Cash Balance, End of Period $ 546,775 $ 1,341,998
============ ============
Interest Paid During the Period $ 4,442,593 $ 2,859,790
============ ============
Income Taxes Paid During the Period $ 5,523,542 $ 8,274,674
============ ============
Dividends Declared but not yet Paid $ 1,400,086 $ 1,201,753
============ ============
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The accompanying notes are an integral part of these consolidated financial
statements.
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MCGRATH RENTCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 1998
NOTE 1. CONSOLIDATED FINANCIAL INFORMATION
The consolidated financial information for the sixnine months ended
JuneSeptember 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 sixnine months
ended JuneSeptember 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.
4In August 1998, the Company reduced its capacity to borrow under its
unsecured line of credit with its banks from $90,000,000 to $75,000,000. All
other terms and conditions under this facility remained the same. In addition,
the Company extended the expiration date of its $3,000,000 committed line of
credit facility related to its cash management services to June 30, 1999 and
allowed the $10,000,000 of uncommitted optional facilities to expire.
NOTE 3. STOCK OPTIONS
The Company adopted a 1998 Stock Option Plan (the "1998 Plan"),
effective March 9, 1998, under which 2,000,000 shares are reserved for the grant
of options to purchase common stock to directors, officers, key employees and
advisors of the Company. The plan provides for the award of options at a price
not less than the fair market value of the stock as determined by the Board of
Directors on the date the options are granted. Under the 1998 Plan, 242,000
options have been granted with exercise prices ranging from $20.25 to $20.81. Of
the 242,000 options granted, key employees received 192,000. The options become
exercisable during term of the related option agreement and expire ten years
after grant.
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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 1998 AND 1997
Rental revenues for the three and sixnine months ended JuneSeptember 30, 1998
increased $2,596,165 (18%$2,317,285 (14%) and $5,250,057 (18%$7,567,342 (17%), respectively, over the
comparative periods in 1997. Of the nine-month increase, Mobile Modular
Management Corporation ("MMMC") contributed $3,552,623 (68%$5,046,487 (67%) increasing from
$30,311,031 to $35,357,518 and electronicsELECTRONICS contributed $1,697,434 (32%$2,520,855 (33%)
of the six-month
increase.increasing from $14,827,521 to $17,348,376. 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 during1997 and the first six months increasedELECTRONICS rental revenue increase
resulted in part from 53.9% in 1997 to 55.8% in 1998market penetration by telemarketing 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 fromregional sales
efforts on the additionEast Coast. As of new classrooms for the 1998 school
year. Modular utilization excluding new equipment inventory was 82.2% compared
to 81.0% as of JuneSeptember 30, 1998, and 1997, respectively, with an additional
$17,643,000 of modularrental equipment on rent
as of June 30, 1998increased for MMMC by $19,224,379 and for ELECTRONICS increased by $4,961,500
compared to a year earlier. Average utilization for ELECTRONICS during the first
nine months increased from 54.7% in 1997 to 55.0% in 1998 and increased for
modulars from 81.0% in 1997 to 82.7% in 1998, exclusive of new equipment not
previously rented.
Rental related services revenues for the three and sixnine months ended
JuneSeptember 30, 1998 increased $594,136 (28%$704,102 (21%) and $176,003 (4%$880,015 (11%), respectively, as
compared to the same periods in 1997. Gross margins increased from 34%40% to 35%43% in
1998 for the comparative six-monthnine-month period.
Sales for the three and sixnine months ended JuneSeptember 30, 1998 declined
$3,111,286
(19%$3,888,162 (15%) and $4,760,636 (18%$8,648,798 (17%), respectively, as compared to the same
periods in 1997 due to fewer new classroom sales to school districts by MMMC.
Enviroplex and ElectronicsELECTRONICS sales volumes increased 15%9% and 11%6%, respectively, over
the 1997 comparative six-monthnine-month period which partially offset MMMC's expected
decline in new classroom sales. (See 1997 Form 10K10-K Management Discussion and
Analysis for Fiscal Years 1997 and 1996.) GrossConsolidated gross margin on sales
improvedremained constant at 31% for 1997 and 1998. The single largest sale was for
$6,109,692 by MMMC to a school district during the six-month
period from 32%third quarter of 1998
consisting of new classrooms of which 69% of the total contract was the
demolition of existing buildings, site improvements and installation of the new
classrooms. This sale was unique as to the volume of new classrooms sold in
1997conjunction with the amount of site work performed and is not likely to 34%be
repeated in 1998.the future. 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 sixnine months ended
JuneSeptember 30, 1998 increased $345,900 (10%$968,103 (27%) and $769,150 (11%$1,737,253 (16%) 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%18% between
JuneSeptember 30, 1997 and JuneSeptember 30, 1998. Other direct costs of rental
operations for the three and sixnine months ended JuneSeptember 30, 1998 increased
$1,331,388 (60%$1,006,185 (38%) and $1,714,933 (35%$2,721,118 (36%) over the comparative periods in 1997
primarily due to increased maintenance costsand repair expenses of the modular fleet and higher amortizationfleet.
Additionally, during 1997, a significant number of lease expenses
includedcustomers opted to include
upfront charges in the rental rate.rate resulting in higher amortization expense of
these related upfront costs over the lease term in the subsequent periods.
Selling and administrative expenses for the three and sixnine months ended
JuneSeptember 30, 1998 increased $150,079 (4%decreased $401,835 (8%) and $497,178 (7%increased $95,343 (1%),
respectively, compared to the same periods in 19971997. Even though selling and
administrative expenses for the nine month comparative period were approximately
the same, the three-month comparative period declined by 8% primarily due to
higher expenses for facility and equipment depreciation ($174,819) and personnel
and benefit costs.
Personnelcosts ($176,883) offset by reduced performance and benefit costs increased $433,225 over the comparative six-month
period in 1997 resulting from additional staff for salesincentive bonuses
($528,384), fewer bad debt writeoffs ($114,023), and support, including
the addition of electronics sales people on the East Coast,eliminated facility rental,
cleanup and higher health
insurance costs.moving expenses ($114,215).
Interest expense for the three and sixnine months ended JuneSeptember 30, 1998
increased $593,438 (60%$643,189 (62%) and $1,171,399 (63%$1,814,588 (62%) over the comparative periods in
1997 as a result of higher average borrowing
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levels in 1998. The debt increase was primarily due to rental equipment
purchases made during 1997.1997 and 1998.
Net income for the three and sixnine months ended JuneSeptember 30, 1998
decreased slightly as compared to the comparative periods in 1997 and amounted to
$5,974,336 and $10,942,035, respectively.1997. Earnings per
share increaseddecreased slightly for the threethree-month and six-monthincreased for the nine-month
periods in 1998 to $0.42$0.50 per share and $0.77$1.27 per share, respectively, ondue to
fewer shares outstanding.
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LIQUIDITY AND CAPITAL RESOURCES
The Company had total liabilities to equity ratio of 1.741.72 to 1 and 1.56
to 1 as of JuneSeptember 30, 1998 and December 31, 1997, respectively. The debt
(notes payable) to equity ratio was 1.070.99 to 1 and 0.83 to 1 as of JuneSeptember 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,November 5, 1998, the Company has
repurchased 519,550587,050 shares of its outstanding common stock during the year for
an aggregate purchase price of $10,424,093$11,617,155 (or an average price of $20.06$19.79 per
share). As of August 7,November 5, 1998, 919,900852,400 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,September 18, 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.
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
4.1 FirstFacility Reduction Letter for the Restated Credit
Agreement Filed herewith.
4.2 Second Extension to the $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.4.3 Note Purchase Agreement Filed herewith.
4.310.1 The 1998 Stock Option Plan Filed herewith.
10.2 Examplar of Incentive Stock Option for
Employees Under the 1998 Stock Option Plan Filed herewith.
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NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
10.3 Examplar of Non-Qualified Stock Option for
Directors under the 1998 Stock Option Plan Filed herewith.
10.4 Schedule of Notes With Sample NoteOptions Granted to Members of
the Board of Directors Filed herewith.
10.5 Examplar Form of Indemnification Agreement Filed herewith.
27 Financial Data Schedule Filed herewith.
(b) Reports on Form 8-K.
No reports on formForm 8-K have been filed during the quarter for which
this report is filed.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D)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,November 5, 1998 MCGRATH RENTCORP
by: /s/ Delight Saxton
---------------------------------------------------------
Delight Saxton
Senior Vice President, Chief
Financial Officer (Chief Accounting
Officer) and Secretary
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INDEX TOITEM 4. EXHIBITS Exhibits.AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT INDEX
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
4.1 FirstFacility Reduction Letter for the Restated Credit
Agreement Filed herewith.
4.2 Second Extension to the $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.4.3 Note Purchase Agreement Filed herewith.
4.310.1 The 1998 Stock Option Plan Filed herewith.
10.2 Examplar of Incentive Stock Option for
Employees Under the 1998 Stock Option Plan Filed herewith.
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NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
10.3 Examplar of Non-Qualified Stock Option for
Directors under the 1998 Stock Option Plan Filed herewith.
10.4 Schedule of Notes With Sample NoteOptions Granted to Members of
the Board of Directors Filed herewith.
10.5 Examplar Form of Indemnification Agreement Filed herewith.
27 Financial Data Schedule Filed herewith.
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