McGrath Rentcorp Form 10-Q, Quarter Ended 3/31/02
Table of Contents



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 March 31, 2002                     Commission file number 0-13292


McGRATH RENTCORP

(Exact name of registrant as specified in its Charter)
     
California   94-2579843
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
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 May 9, 2002, 12,475,275 shares of Registrant’s Common Stock were outstanding.




TABLE OF CONTENTS

PART I- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 3. Market Risk
PART II -OTHER INFORMATION
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES


Table of Contents

PART I- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MCGRATH RENTCORP
CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

                         
            Three Months Ended March 31,
           
(in thousands, except per share amounts)   2002   2001

 
 
REVENUES
               
 
Rental
  $ 21,292     $ 26,107  
 
Rental Related Services
    3,971       4,178  
     
     
 
   
Rental Operations
    25,263       30,285  
 
Sales
    6,145       5,721  
 
Other
    356       276  
     
     
 
     
Total Revenues
    31,764       36,282  
     
     
 
COSTS AND EXPENSES
               
 
Direct Costs of Rental Operations
               
   
Depreciation
    5,368       6,420  
   
Rental Related Services
    2,231       2,342  
   
  Impairment Loss Related to Rental Equipment
    11,887        
   
Other
    4,928       4,708  
     
     
 
     
Total Direct Costs of Rental Operations
    24,414       13,470  
 
Costs of Sales
    4,271       3,848  
     
     
 
     
Total Costs
    28,685       17,318  
     
     
 
       
Gross Margin
    3,079       18,964  
 
Selling and Administrative
    5,979       5,797  
     
     
 
   
Income (Loss) from Operations
    (2,900 )     13,167  
 
Interest
    1,147       2,144  
     
     
 
   
Income (Loss) Before Provision for Income Taxes
    (4,047 )     11,023  
 
Provision (Benefit) for Income Taxes
    (1,611 )     4,387  
     
     
 
   
Income (Loss) Before Minority Interest
    (2,436 )     6,636  
 
Minority Interest in Income (Loss) of Subsidiary
    (70 )     1  
     
     
 
   
Net Income (Loss)
  $ (2,366 )   $ 6,635  
     
     
 
Earnings (Loss) Per Share:
               
 
Basic
  $ (0.19 )   $ 0.55  
 
Diluted
  $ (0.19 )   $ 0.54  
Shares Used in Per Share Calculation:
               
 
Basic
    12,427       12,147  
 
Diluted
    12,674       12,285  

The accompanying notes are an integral part of these consolidated financial statements.

 

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MCGRATH RENTCORP
CONSOLIDATED BALANCE SHEETS

(unaudited)

                       
          March 31,   December 31,
         
 
(in thousands)   2002   2001

 
 
ASSETS
               
Cash
  $ 4     $ 4  
Accounts Receivable, less allowance for doubtful
               
 
Accounts of $1,250 in 2002 and 2001
    31,969       36,896  
Rental Equipment, at cost:
               
 
Relocatable Modular Offices
    284,733       281,203  
 
Electronic Test Instruments
    64,754       95,419  
     
     
 
      349,487       376,622  
 
Less Accumulated Depreciation
    (107,617 )     (121,100 )
     
     
 
 
Rental Equipment, net
    241,870       255,522  
     
     
 
Land, at cost
    19,303       19,303  
Buildings, Land Improvements, Equipment and Furniture, At cost, less accumulated depreciation of $8,971 In 2002 and $8,465 in 2001
    32,030       32,479  
Prepaid Expenses and Other Assets
    11,097       10,680  
     
     
 
     
Total Assets
  $ 336,273     $ 354,884  
     
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Liabilities:
               
 
Notes Payable
  $ 92,257     $ 104,140  
 
Accounts Payable and Accrued Liabilities
    31,505       30,745  
 
Deferred Income
    15,444       18,473  
 
Minority Interest in Subsidiary
    2,876       2,946  
 
Deferred Income Taxes
    64,803       66,985  
     
     
 
     
Total Liabilities
    206,885       223,289  
     
     
 
Shareholders’ Equity:
               
 
Common Stock, no par value -
               
   
Authorized — 40,000 shares
               
   
Outstanding — 12,464 shares in 2002 and 12,335 shares in 2001
    14,949       12,794  
 
Retained Earnings
    114,439       118,801  
     
     
 
     
Total Shareholders’ Equity
    129,388       131,595  
     
     
 
     
Total Liabilities and Shareholders’ Equity
  $ 336,273     $ 354,884  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

 

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MCGRATH RENTCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

                         
            Three Months Ended March 31,
           
(in thousands)   2002   2001

 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net Income (Loss)
  $ (2,366 )   $ 6,635  
 
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
               
   
Depreciation and Amortization
    5,883       6,897  
   
Impairment Loss Related to Rental Equipment
    11,887        
   
Gain on Sale of Rental Equipment
    (1,771 )     (1,390 )
   
Provision for Losses on Accounts Receivable
          50  
   
Change In:
               
     
Accounts Receivable
    4,927       10,267  
     
Prepaid Expenses and Other Assets
    (417 )     (562 )
     
Accounts Payable and Accrued Liabilities
    675       (2,260 )
     
Deferred Income
    (3,029 )     (3,155 )
     
Deferred Income Taxes
    (2,182 )     2,431  
     
     
 
       
Net Cash Provided by Operating Activities
    13,607       18,913  
     
     
 
CASH FLOW FROM INVESTING ACTIVITIES:
               
 
Purchase of Rental Equipment
    (7,027 )     (14,568 )
 
Purchase of Land, Buildings, Land Improvements, Equipment and Furniture
    (67 )     (688 )
 
Proceeds from Sale of Rental Equipment
    5,195       3,744  
     
     
 
       
Net Cash Used in Investing Activities
    (1,899 )     (11,512 )
     
     
 
CASH FLOW FROM FINANCING ACTIVITIES:
               
 
Net Borrowings (Payments) Under Notes Payable
    (11,883 )     (5,576 )
 
Proceeds from the Exercise of Stock Options
    2,156       267  
 
Payment of Dividends
    (1,981 )     (1,699 )
     
     
 
       
Net Cash Used in Financing Activities
    (11,708 )     (7,008 )
     
     
 
       
Net Increase in Cash
          393  
Cash Balance, Beginning of Period
    4       643  
Cash Balance, End of Period
  $ 4     $ 1,036  
     
     
 
Interest Paid During the Period
  $ 1,687     $ 2,988  
     
     
 
Income Taxes Paid During the Period
  $ 572     $ 1,956  
     
     
 
Dividends Declared but not yet Paid
  $ 1,996     $ 1,947  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

 

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MCGRATH RENTCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002

Note 1. CONSOLIDATED FINANCIAL INFORMATION

     The consolidated financial information for the three months ended March 31, 2002 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 three months ended March 31, 2002 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. DEPRECIATION

     Effective January 1, 2002, the Company prospectively revised the estimated residual value of its relocatable modular offices from 18% to 50% of original cost. The change in estimated residual value is based on actual used sales experience of older equipment and better reflects the future expected residual values of modular equipment. For the three months ended March 31, 2002, the effect of this change is a decrease in depreciation expense of $1.8 million and an increase in net income of $1.1 million or $0.09 per diluted share.

Note 3. IMPAIRMENT

     In March 2002, the Company’s RenTelco segment recorded a noncash impairment loss of $11.9 million as a result of ongoing and projected low demand for its rental products coupled with high inventory levels, specifically communications equipment. RenTelco’s business activity levels are directly attributable to the continued broad-based weakness in the telecommunications industry. The Company identified certain rental equipment of RenTelco with carrying values in excess of estimated future net cash flows. An impairment loss was recognized on any rental equipment identified in which the carrying value of the equipment exceeded its fair value. The Company determines fair value based upon the condition of the equipment and the projected net cash flows from its sale considering current market conditions. The Company plans to sell the rental equipment determined to be in excess of the required levels to meet projected customer demand within one year. The impairment loss is separately captioned on the Statements of Income within Direct Costs of Rental Operations with the fair value of the related impaired equipment valued at $11.6 million included in Rental Equipment — Electronics Test Instruments, at cost, on the Balance Sheet of which $7.7 million is classified as nondepreciable assets pending sale.

Note 4. BUSINESS SEGMENTS

     The Company defines its business segments based on the nature of operations for the purpose of reporting under SFAS 131, “Disclosures about Segments of an Enterprise and Related Information”. The Company’s three reportable segments are Mobile Modular Management Corporation (Modulars), RenTelco (Electronics), and Enviroplex. The operations of these three segments are described in the notes to the consolidated financial statements included in the Company’s latest Form 10-K. As a separate corporate entity, Enviroplex revenues and expenses are separately maintained from Modulars and Electronics. Excluding interest expense, allocations of revenues and expenses not directly associated with Modulars or Electronics are generally allocated to these segments based on their pro-rata share of direct revenues. Interest expense is allocated between Modulars and Electronics based on their pro-rata share of average rental equipment, accounts receivable, deferred income and customer security deposits. The Company does not report total assets by business segment. Summarized financial information for the three months ended March 31, 2002 and 2001 for the Company’s reportable segments is shown in the following table:

 

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(in thousands)   Modulars 1   Electronics 2   Enviroplex   Consolidated

 
 
 
 
Three Months Ended March 31, 2002
                               
Rental Revenues
  $ 16,327     $ 4,965     $     $ 21,292  
Rental Related Services Revenues
    3,817       154             3,971  
Sales and Other Revenues
    3,442       2,699       360       6,501  
Total Revenues
    23,586       7,818       360       31,764  
Depreciation on Rental Equipment
    1,755       3,613             5,368  
Interest Expense (Income)
    912       293       (58 )     1,147  
Income (Loss) before Impairment and Merger Related Expenses and Provision for Income Taxes3
    8,850       (26 )     (565 )     8,259  
Rental Equipment Acquisitions
    6,523       504             7,027  
Accounts Receivable, net (period end)
    22,834       7,186       1,949       31,969  
Rental Equipment, at cost (period end)
    284,733       64,754             349,487  
 
Utilization (Period end)4
    85.8 %     37.2 %                
 
Average Utilization4
    85.9 %     34.7 %                
 
2001
                               
Rental Revenues
  $ 15,180     $ 10,927     $     $ 26,107  
Rental Related Services Revenues
    3,958       220             4,178  
Sales and Other Revenues
    2,909       2,136       952       5,997  
Total Revenues
    22,047       13,283       952       36,282  
Depreciation on Rental Equipment
    3,158       3,262             6,420  
Interest Expense (Income)
    1,627       625       (108 )     2,144  
Income (Loss) before Impairment and Merger Related Expenses and Provision for Income Taxes3
    5,462       5,698       (137 )     11,023  
Rental Equipment Acquisitions
    6,400       8,168             14,568  
Accounts Receivable, net (period end)
    20,019       12,774       2,577       35,370  
Rental Equipment, at cost (period end)
    265,715       97,786             363,501  
 
Utilization (Period end)4
    85.0 %     58.2 %                
 
Average Utilization4
    85.1 %     60.8 %                


1   Operates under the trade name Mobile Modular Management Corporation
2   Operates under the trade name RenTelco
3   In 2002, an impairment loss of $11.9 million and merger related costs of $0.4 million were recorded. No such expenses were incurred in the comparable 2001 period.
4   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.
 

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This Quarterly Report on Form 10-Q contains statements, which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places. Such statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “estimates”, “will”, “should”, “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. These factors include the effectiveness of management’s strategies and decisions, general economic and business conditions, new or modified statutory or regulatory requirements and changing prices and market conditions. This report identifies other factors that could cause such differences. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Three Months Ended March 31, 2002 and 2001

     The Company’s RenTelco division continues to be affected by the broad-based weakness in the telecommunications industry and this has significantly impacted the Company’s overall results for the quarter. RenTelco’s rental revenue levels have declined 55% from first quarter 2001 levels of $10.9 million, its historically highest quarterly rental revenues, to $5.0 million in the first quarter 2002. In March 2002, RenTelco recorded a noncash impairment loss of $11.9 million as a result of ongoing and projected low demand for its rental products coupled with high inventory levels, specifically communications equipment. RenTelco’s pretax contribution, excluding impairment and expenses related to the pending merger with Tyco International, have declined from $5.7 million in the first quarter of 2001 to a slight loss of $26,000 in the first quarter 2002. Looking forward, for the remainder of 2002 and beyond, the Company expects RenTelco’s business activity levels to be lower until such time as the telecommunications industry recovers. If the anticipated recovery does not occur, the Company will be subject to the risk that additional equipment may become impaired which would adversely impact the Company’s future reported results. The Company intends to proactively work to sell its underutilized electronics rental inventory and reduce its infrastructure expense to support lower business activity levels.

     Company-wide rental revenues for the three months ended March 31, 2002 decreased $4.8 million (18%) from the comparative period in 2001 with Mobile Modular’s (MMMC) increase of $1.2 million (8%) more than offset by RenTelco’s decline of $6.0 million (55%). MMMC rental revenues increased primarily due to higher equipment levels on rent in first quarter 2002 resulting from strong classroom demand in California occurring subsequent to March 31, 2001, while RenTelco rental revenues declined due to continued broad-based weakness in the telecommunications industry. For MMMC, as of March 31, 2002, modular utilization was 85.8% and modular equipment on rent increased by $17.4 million compared to a year earlier. For the quarter, average utilization for modulars, excluding new equipment not previously rented, increased from 85.1% in 2001 to 85.9% in 2002 while the average monthly yield declined slightly from 2.01% to 2.00% as a result of lower rental rates due a change in the mix of business. For RenTelco, as of March 31, 2002, electronics utilization was 37.2% and electronics equipment on rent decreased $32.8 million compared to a year earlier as demand continues to be weak for this short-term rental product. For the quarter, average utilization for electronics decreased from 60.8% in 2001 to 34.7% in 2002 with the monthly yield decreasing from 3.8% in 2001 to 1.9% in 2002 as a result of 43% lower utilization and 12% lower rental rates.

     Depreciation on rental equipment for the three months ended March 31, 2002 decreased $1.1 million (16%) from the comparative period in 2001 as a result of prospectively increasing the residual value for modular equipment from 18% to 50% of original cost effective January 1, 2002. The change in estimate is based on actual used sales experience of older equipment and better reflects the expected residual values of the modular equipment. If the change in residual value had not occurred, depreciation quarter-over-quarter would have increased $0.7 million as a result of rental equipment purchases, capitalized modular refurbishment costs, and a reduction in the useful life for certain optical equipment since March 31, 2001. For MMMC, as rental revenues for first quarter 2002 increased 8% over first quarter 2001, depreciation expense as a percentage of rental revenues declined from 21% in 2001 to 11% in 2002 due primarily to the impact of the change in residual value

 

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for modular equipment. For RenTelco, as rental revenues for the first quarter 2002 declined 55% from first quarter 2001, depreciation expense as a percentage of revenues increased from 30% in 2001 to 73% in 2002 reflecting the lower equipment utilization on slightly lower average equipment levels. Other direct costs of rental operations increased $0.2 million (5%) in the first quarter 2002 over last year’s comparable period primarily due to increased maintenance and repair expenses incurred for the preparation of additional modular equipment for future order opportunities. For the three-month period, consolidated gross margin percentage on rents decreased from 57.4% 2001 to a negative margin of 4.2% in 2002 primarily as a result a noncash $11.9 million impairment loss related to RenTelco’s rental equipment. The impairment loss was recognized as a result of ongoing and projected low demand for its rental products coupled with high inventory levels, specifically communications equipment (See “Note 3 — Impairment” to the Financial Statements on page 4). Excluding the noncash impairment loss, consolidated gross margin percentage on rents would have declined to 51.2% in 2002.

     Rental related services revenues for the three months ended March 31, 2002 decreased $0.2 million (5%) from the comparative period in 2001 as a result of a lower volume of modular equipment movements and site requirements in 2002. Gross margin percentage on these services for the three-month period decreased slightly from 43.9% in 2001 to 43.8% in 2002.

     Sales for the three months ended March 31, 2002 increased $0.4 million (7%) from the comparable period in 2001 as a result of higher sales volume by RenTelco with combined modular sales from MMMC and Enviroplex consistent with last year’s comparable period. RenTelco’s gross margin percentage on sales has declined 21% from 33.7% in first quarter 2001 to 26.6% in first quarter 2002. 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 requirements and funding. Consolidated gross margin percentage on sales for the three-month period decreased from 32.7% in 2001 to 30.5% in 2002.

     Enviroplex’s backlog of orders as of March 31, 2002 and 2001 was $9.4 million and $9.3 million, respectively. Typically, in the California classroom market, booking activity for the first half of the year provides the most meaningful information towards determining order levels to be produced for the entire year. (Backlog is not significant in MMMC’s modular business or in RenTelco’s electronic business.)

     Selling and administrative expenses for the three months ended March 31, 2002 increased $0.2 million (3%) over the comparable 2001 period. The increase is due primarily to nonrecurring expenses of $0.4 million related to the Company’s Merger Agreement with Tyco Acquisition Corp. (a direct, wholly-owned subsidiary of Tyco International Ltd.) net of reductions in personnel and benefit costs of $0.2 million. The proposed merger transaction is discussed in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2002, and a copy of the Merger Agreement was attached as an exhibit to the Company’s Report on Form 8-K filed with the SEC on December 26, 2001.

     Interest expense for the three months ended March 31, 2002 decreased $1.0 million (47%) from the first quarter 2001 as a result of 20% lower debt levels and 33% lower average interest rates over a year earlier.

     Income before provision for taxes for the three months ended March 31, 2002 decreased $15.1 million (137%) from the comparable quarter in 2001 and net income decreased $9.0 million (136%) with earnings per diluted share decreasing 135% from $0.54 per diluted share in 2001 to a loss of $0.19 per diluted share in 2002. For comparability of the three-month period results, excluding the impairment and pending merger expenses and assuming the increase in modular residual value used in the depreciation calculation had not occurred, net income and earnings per share would have decreased from $6.6 million and $0.54 per diluted share in 2001 to $4.0 million and $0.31 per diluted share in 2002.

     Liquidity and Capital Resources

     This section contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. See the statement at the beginning of this Item for cautionary information with respect to such forward-looking statements.

 

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     The Company’s cash flow from operations plus the proceeds from the sale of rental equipment decreased $3.9 million (17%) for the three months ended March 31, 2002 from $22.7 million in 2001 to $18.8 million in 2002. The total cash available from operations and sale proceeds for the three-month period declined primarily as a result lower earnings before impairment, depreciation and amortization expense and net changes in the accounts receivable and accounts payable. Additionally, during the first quarter 2002, additional cash of $2.2 million was generated from the exercise of stock options. During 2002, the primary uses of cash have been the purchase of $7.0 million of additional rental equipment (primarily modulars) to satisfy customer requirements, payment of dividends of $2.0 million to the Company’s shareholders, and debt reduction of $11.9 million.

     The Company had total liabilities to equity ratios of 1.60 to 1 and 1.70 to 1 as of March 31, 2002 and December 31, 2001, respectively. The debt (notes payable) to equity ratios were 0.71 to 1 and 0.79 to 1 as of March 31, 2002 and December 31, 2001, respectively. Both ratios have decreased since December 31, 2001 as a result of debt reduction. The Company strives to minimize borrowings under its lines of credit by using excess cash generated to pay down debt. At March 31, 2002, the Company had unsecured lines of credit which expire June 30, 2004 that permit it to borrow up to $125.0 million of which $60.3 million was outstanding and included on the Balance Sheet in Notes Payable.

     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. During 2002, no shares have been repurchased. As of May 9, 2002, 805,800 shares remain authorized for repurchase.

     The Company believes that its needs for working capital and capital expenditures through 2002 and beyond will be adequately met by cash flow and bank borrowings.

Item 3. Market Risk

     The Company currently has no material derivative financial instruments that expose the Company to significant market risk. The Company is exposed to cash flow and fair value risk due to changes in interest rates with respect to its notes payable. As of March 31, 2002, the Company believes that the carrying amounts of its financial instruments (cash and notes payable) approximate fair value.

PART II -OTHER INFORMATION

ITEM 5. OTHER INFORMATION

Dividends

     On March 21, 2002, the Company declared a quarterly dividend on its Common Stock; the dividend was $0.16 per share. Subject to its continued profitability and favorable cash flow, the Company intends to continue the payment of quarterly dividends.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

            None

     (b)  Reports on Form 8-K.

            No reports on Form 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) 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: May 9, 2002 MCGRATH RENTCORP
 
 
  By:  /s/ Thomas J. Sauer
 
  Thomas J. Sauer
Vice President and Chief Financial Officer
(Chief Accounting Officer)
 

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