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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
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                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 22, 2007
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                                McGRATH RENTCORP
             (Exact name of registrant as specified in its Charter)


                                   California
                 (State or other jurisdiction of incorporation)

       0-13292                                             94-2579843
(Commission File Number)                    (I.R.S. Employee Identification No.)


                 5700 Las Positas Road, Livermore, CA 94551-7800
                    (Address of principal executive offices)


                                 (925) 606-9200
              (Registrant's Telephone Number, Including Area Code)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


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                                       1

Item 2.02 Results of Operations and Financial Condition. On February 22, 2007, McGrath RentCorp (the "Company") announced via press release the Company's results for its fourth quarter ended December 31, 2006. A copy of the Company's press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Items 2.02 and 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission, and shall not be incorporated by reference in any filing under the Securities Act of 1934 or the Securities Exchange Act of 1934. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of McGrath RentCorp, dated February 22, 2007. 2

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. McGRATH RENTCORP Dated: February 22, 2007 By: /s/ Keith E. Pratt ---------------------------------- Keith E. Pratt Vice President and Chief Financial Officer 3

                                                                    Exhibit 99.1


  McGrath RentCorp Announces Results for Fourth Quarter and Year-end

      EPS of $0.47 for the Fourth Quarter and $1.63 for the Year

               Rental Revenues Increase 11% for the Year

               Company Announces 12.5% Dividend Increase


    LIVERMORE, Calif.--(BUSINESS WIRE)--Feb. 22, 2007--McGrath
RentCorp (NASDAQ:MGRC) today announced revenues for the quarter ended
December 31, 2006, of $70.7 million, compared to $77.6 million in the
fourth quarter 2005. The Company reported net income for the fourth
quarter 2006 of $11.9 million, or $0.47 per diluted share, compared to
net income of $12.1 million, or $0.47 per diluted share, in the fourth
quarter 2005. Rental revenue, the key driver of sustainable revenue
and earnings levels, rose 10% compared to the fourth quarter of 2005.

    Total revenues for the twelve months ended December 31, 2006, were
$267.1 million, compared to $272.2 million in the same twelve-month
period in 2005. Net income for the twelve months ended December 31,
2006, increased 1% to $41.1 million, or $1.63 per diluted share,
compared to net income of $40.8 million, or $1.61 per diluted share,
in the prior-year period.

    Several items impacted 2005 and 2006 results, and should be
considered when assessing year over year core business performance. In
2005, sales of modular classrooms related to hurricanes in the
southeastern U.S. contributed $14.3 million of revenue and $0.09 of
EPS. In addition, a lower effective tax rate increased EPS by $0.04 in
2005, caused by favorable revenue distribution by state due to the TRS
acquisition. In 2006, the Company began expensing employee stock
options as required by SFAS 123R, which reduced EPS by $0.08. In
addition, the 2006 effective tax rate was reduced to 36.9% from 39.0%
due primarily to a franchise tax law change in Texas, increasing EPS
by $0.05.

    The Company also announced that the board of directors declared a
quarterly cash dividend of $0.18 per share for the quarter ending
March 31, 2007, an increase of 12.5% over last year's same period. On
an annualized basis, this dividend represents a 2.3% yield based on
the February 21, 2007, closing stock price. The cash dividend will be
payable on April 30, 2007, to all shareholders of record on April 16,
2007.

    For the fourth quarter of 2006, the Company's Mobile Modular
division reported a 12% increase in rental revenues to $24.3 million
compared with $21.7 million in the fourth quarter 2005, with gross
profit on rental revenues increasing 18% to $16.4 million from $14.0
million in the fourth quarter 2005. Sales revenues decreased $4.7
million from $14.4 million in the fourth quarter 2005 to $9.7 million,
with gross profit on sales decreasing $1.3 million to $2.5 million in
the fourth quarter 2006. The decrease in sales revenues was primarily
due to $8.4 million of sales revenue related to damages caused by
Hurricane Katrina during the fourth quarter 2005. The Company views
these types of large sale projects as unique opportunities and
generally does not expect sale projects of a similar size to occur on
a regular basis. Total gross profit increased 7% from $20.2 million in
the fourth quarter 2005 to $21.5 million in the fourth quarter 2006.
Selling and administrative expenses increased $1.2 million to $6.4
million in the fourth quarter 2006, due primarily to $0.5 million of
non-cash stock compensation expense related to the adoption of SFAS
123R. Allocated interest expense increased $0.4 million due to higher
average interest rates and average debt levels experienced by the
Company. As a result, Mobile Modular pre-tax income decreased 2% from
$13.4 million to $13.2 million in the fourth quarter 2006.

    For the fourth quarter of 2006, the Company's TRS-RenTelco
division reported a 7% increase in rental revenues to $19.9 million
compared to $18.6 million in the fourth quarter of 2005, with gross
profit on rental revenues increasing 8% to $8.7 million from $8.0
million in the fourth quarter 2005. Sales revenues decreased $8.1
million from $12.1 million in the fourth quarter 2005 to $4.0 million
in the fourth quarter 2006, with gross profit on sales decreasing $0.4
million to $1.9 million from $2.3 million in the fourth quarter 2005.
Selling and administrative expenses increased $0.4 million, primarily
due to $0.3 million of non-cash stock compensation expense related to
the adoption of SFAS 123R. Allocated interest expense increased $0.2
million due to higher average interest rates and average debt levels
experienced by the Company. As a result, TRS-RenTelco pre-tax income
decreased 4% from $5.5 million to $5.3 million in the fourth quarter
2006.

    Dennis Kakures, President and CEO of McGrath RentCorp, made the
following comments regarding these results and future expectations:

    "Our fourth quarter results reflect the continuing growth of our
rental businesses in both modulars and electronics. Our long-term
success has been and will continue to be driven by rental revenue
growth and higher gross profit and margin on rents. These metrics
provide the best gauge of the health and sustainable earnings
potential of both Mobile Modular and TRS-RenTelco.

    "Our full year results in 2006 show the strength of our core
rental operations, contributing to combined increases of 11% in rental
revenues to $168.9 million and 14% in gross profit on rents to $90.0
million. Mobile Modular rental revenues increased 12% to $91.1 million
and gross profit on rents 10% to $56.7 million. This was accomplished
in spite of a challenging California classroom rental environment in
2006 due to limited modernization bond funding at the state level.
TRS-RenTelco rental revenues increased 9% to $77.8 million and gross
profit on rents 23% to $33.3 million. These results reflect a healthy
rental environment and lower depreciation expense and equipment
processing costs, as a percentage of rents.

    "Starting in 2007, and continuing through 2008, we will be making
key strategic growth and infrastructure investments to support
longer-term earnings. As a result, our 2007 EPS guidance range of
$1.65 to $1.73 masks the strength of our continuing core rental
operations due to the impact of these initiatives. These new
investments include geographic market and segment expansion of our
modular rental business, a new ERP application platform, IT
infrastructure upgrades, and greater management bandwidth and
staffing. In 2007, although we expect our continuing core modular and
electronics rental operations to contribute approximately a 12%
increase in EPS over 2006 levels, a large portion of this earnings
growth is being offset by the collective amount of these key
investments and a return to a more normalized effective tax rate.

    "For Mobile Modular in 2007, our outlook for the California
classroom rental market is very favorable. With passage of the
November 2006 school facilities bond measure supporting school
modernization, the cloud of uncertainty on the backlog of school
reconstruction projects moving forward in 2007 and 2008 has now been
lifted. We anticipate higher California classroom booking levels in
2007 with the majority of equipment shipping beginning late in the
second and third quarters. While this means that we will only see
approximately three to six months of rental billings in 2007, we
should see a full twelve months of rental revenues from the great
majority of these orders in 2008. We also anticipate a healthy flow of
new school modernization project opportunities continuing through 2008
from the bond funding now in place. School modernization and
reconstruction projects typically have rental terms from 18 to 36
months or longer. We are also expecting another strong year in the
Florida educational market due to the popularity of our hybrid
classroom product, the demand for class size reduction and other
facility needs, and our growing base of customers.

    "The strength we saw in the California and Texas commercial
markets in 2006 has continued into 2007. We are also optimistic
regarding the over $30 billion in non-educational infrastructure bond
monies passed by California voters at the end of 2006 that could
benefit commercial market activity for many years.

    "In 2007, we are looking forward to launching our first new
modular geographic market since our entry into the Florida educational
market in 2004. We have identified several U.S. markets that we
believe will be attractive long-term opportunities for our educational
and commercial modular business. We are actively preparing for launch
in select markets and we will be updating our progress during 2007. We
are also excited about our recent entry into the commercial modular
rental market in Florida. We believe the Florida commercial market is
of significant size and customer diversity to add favorably to our
long-term profitability in the state. This year, we will also complete
the development of our central Florida regional sales and inventory
center to support our growing business levels.

    "For TRS-RenTelco in 2007, we are anticipating favorable U.S. and
Canadian rental markets. We believe broad based demand will be driven
by emerging wireless communication technologies, semiconductor and
consumer electronics product development and manufacturing, and the
impact of increasing volumes of broadband, wireless and video traffic
on communication networks. In addition, we will continue to assess
options for geographic and product line expansion.

    "Looking ahead in 2007, we will be nurturing our new modular
geographic launches and expansion into the Florida commercial modular
rental market. On a parallel track, we will continue our "growth
laboratory" and "incubation" work on potential new initiatives in
order to create a continuum of future earnings growth opportunities.
In turn, the investments we are making in creating greater management
bench strength, and in our IT infrastructure, staffing and new ERP
application platform, are essential to support the Company's future
growth."

    FOURTH QUARTER 2006 HIGHLIGHTS (AS COMPARED TO FOURTH QUARTER
2005)

    --  Rental revenues increased 10% to $44.2 million. Within rental
        revenues, Mobile Modular increased 12% from $21.7 million to
        $24.3 million; TRS-RenTelco increased 7% from $18.6 million to
        $19.9 million.

    --  Sales revenues decreased 42% to $16.7 million, resulting from
        lower sales volume at Mobile Modular and TRS-RenTelco. In the
        fourth quarter 2005, Mobile Modular sales revenues included
        $8.4 million of sales revenues related to damages caused by
        Hurricane Katrina. Lower sales volume was partially offset by
        a higher gross margin percentage of 30.0% in 2006 compared to
        22.7% in 2005, resulting in gross profit decreasing 23% to
        $5.0 million in 2006 from $6.5 million in 2005. Sales revenues
        and related gross margins can fluctuate from quarter to
        quarter depending on customer requirements, equipment
        availability and funding.

    --  Depreciation of rental equipment increased 6% to $11.8
        million, with Mobile Modular increasing 5% to $2.9 million
        from $2.8 million in 2005, and TRS-RenTelco increasing 7% to
        $8.9 million from $8.3 million in 2005.

    --  Debt decreased $12.5 million during the quarter to $165.6
        million, with the Company's total liabilities to equity ratio
        decreasing from 1.66 to 1 as of September 30, 2006 to 1.54 to
        1 at December 31, 2006. As of December 31, 2006, the Company,
        under its lines of credit, had capacity to borrow an
        additional $89.4 million.

    --  Dividend rate increased 14% to $0.16 per share for the fourth
        quarter 2006, as compared to $0.14 per share for the fourth
        quarter of 2005. On an annualized basis, this dividend
        represents a 2.0% yield on the February 21, 2006 close price
        of $31.67.

    --  EBITDA increased 6% to $34.6 million for the fourth quarter
        2006 compared to $32.8 million for the fourth quarter 2005.
        EBITDA is defined as net income before minority interest in
        income of subsidiary, interest expense, provision for income
        taxes, depreciation, amortization and other non-cash stock
        compensation. A reconciliation of net income to EBITDA can be
        found at the end of this release.

    You should read this press release in conjunction with the
financial statements and notes thereto included in the Company's
latest Form 10-K and Forms 10-Q. You can visit the Company's web site
at www.mgrc.com to access information on McGrath RentCorp, including
the latest filings on Form 10-K and Form 10-Q.

    FINANCIAL GUIDANCE

    The Company expects 2007 financial results to be driven by
continued growth in its core rental operations, partly offset by
increases in selling and administrative expenses, with full-year
earnings per share to be in a range of $1.65 to $1.73 per diluted
share.

    In 2007, we expect low double-digit percentage growth in rental
revenues to be somewhat offset by higher selling and administrative
costs as we invest in geographic market and segment expansion of our
modular rental business, a new ERP application platform, IT
infrastructure upgrades, and greater management bandwidth and
staffing. Selling and administrative costs are expected to increase by
approximately 15% compared to 2006. In addition, we expect a higher
estimated effective tax rate of 39.0%, compared to 36.9% in 2006. Our
lower 2006 tax rate was primarily due to a one-time reduction to the
Company's deferred tax liability as a result of a franchise tax law
change enacted by the state of Texas in May 2006. These
forward-looking statements reflect McGrath RentCorp's expectations as
of February 22, 2007. Actual 2007 full-year earnings per share results
may be materially different and affected by many factors, including
those factors outlined in the "forward-looking statements" paragraph
at the end of this press release.

    About McGrath RentCorp

    Founded in 1979, the Company, under the trade name Mobile Modular
Management Corporation, rents and sells modular buildings to fulfill
customers' temporary and permanent space needs in California, Texas
and Florida. Mobile Modular believes it is the largest provider of
relocatable classrooms for rental to school districts for grades K -
12 in California. The Company's TRS-RenTelco division rents and sells
electronic test equipment and is one of the leading providers of
general purpose and communications test equipment in North America.

    CONFERENCE CALL NOTE: As previously announced in its press release
of January 25, 2007, McGrath RentCorp will host a conference call at
5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) on February 22, 2007
to discuss the fourth quarter 2006 results. To participate in the
teleconference, dial 1-800-218-9073 (in the U.S.), or 1-303-262-2139
(outside the US), or visit the investor relations section of the
Company's website at www.mgrc.com. Telephone replay of the call will
be available for 48 hours following the call by dialing 1-800-405-2236
(in the U.S.), or 1-303-590-3000 (outside the U.S.). The pass code for
the call replay is 11081107.

    This press release contains statements, which constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are subject to a number
of risks and uncertainties. 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. These forward-looking
statements are not guarantees of future performance and involve
significant risks and uncertainties. Actual results may vary
materially from those in the forward-looking statements as a result of
various factors. Important factors that could cause actual results to
differ materially from the Company's expectations are disclosed under
"Risk Factors" and elsewhere in the company's 10-K, 10-Q and other SEC
filings, including, the effectiveness of management's strategies and
decisions, general economic and business conditions, state funding for
education, economic conditions in the markets in which the Company
conducts the majority of its business, continuing demand for modular
products, timely delivery and installation of modular products, delays
of future sales projects, intense industry competition, fluctuations
in interest rates and the Company's ability to manage credit risk,
fluctuations in the Company's effective tax rate, hiring, retention
and motivation of key personnel, success of the Company's strategic
growth initiatives, successful implementation of information system
upgrades, ability to finance expansion and to locate and consummate
acquisitions, and new or modified statutory or regulatory
requirements. There may be other factors not listed above that could
cause actual results to vary materially from the forward-looking
statements described in this press release. The Company assumes no
obligation to update any forward-looking statements contained in this
press release as a result of new information, future events, or
developments.


                           MCGRATH RENTCORP
                  CONSOLIDATED STATEMENTS OF INCOME
                             (UNAUDITED)

                                Three Months Ended Twelve Months Ended
                                   December 31,       December 31,
                                --------------------------------------
(in thousands, except per share
 amounts)                          2006      2005      2006      2005
                                -------- --------- --------- ---------

REVENUES
  Rental                        $44,205   $40,316  $168,940  $152,316
  Rental Related Services         9,155     8,021    31,599    26,460
                                -------- --------- --------- ---------
    Rental Operations            53,360    48,337   200,539   178,776
  Sales                          16,708    28,730    64,085    90,823
  Other                             594       548     2,442     2,581
                                -------- --------- --------- ---------
        Total Revenues           70,662    77,615   267,066   272,180
                                -------- --------- --------- ---------

COSTS AND EXPENSES
  Direct Costs of Rental
   Operations
    Depreciation of Rental
     Equipment                   11,782    11,088    45,353    44,178
    Rental Related Services       6,535     5,687    21,830    17,893
     Other                        7,318     7,230    33,576    29,292
                                -------- --------- --------- ---------
        Total Direct Costs of
         Rental Operations       25,635    24,005   100,759    91,363
  Costs of Sales                 11,703    22,203    44,481    67,378
                                -------- --------- --------- ---------
        Total Costs              37,338    46,208   145,240   158,741
                                -------- --------- --------- ---------
          Gross Profit           33,324    31,407   121,826   113,439
  Selling and Administrative     11,865    10,295    45,499    39,819
                                -------- --------- --------- ---------
    Income from Operations       21,459    21,112    76,327    73,620
  Interest                        2,675     2,164    10,760     7,890
                                -------- --------- --------- ---------
    Income Before Provision for
     Income Taxes                18,784    18,948    65,567    65,730
  Provision for Income Taxes      6,844     6,872    24,209    24,649
                                -------- --------- --------- ---------
    Income Before Minority
     Interest                    11,940    12,076    41,358    41,081
  Minority Interest in Income
   (Loss) of Subsidiary              43       (29)      280       262
       Net Income               $11,897   $12,105   $41,078   $40,819
                                ========= ======== ========= =========

Earnings Per Share:
  Basic                           $0.48     $0.49     $1.65     $1.65
  Diluted                         $0.47     $0.47     $1.63     $1.61
Shares Used in Per Share
 Calculation:
  Basic                          25,008    24,795    24,948    24,668
  Diluted                        25,313    25,542    25,231    25,331

Cash Dividends Declared Per
 Share                            $0.16     $0.14     $0.64     $0.56



                           MCGRATH RENTCORP
                     CONSOLIDATED BALANCE SHEETS
                             (UNAUDITED)

                                                      December 31,
                                                   -------------------
(in thousands)                                       2006      2005
                                                   -------------------

Assets
Cash                                                   $349      $276
Accounts Receivable, net of allowance for doubtful
    accounts of $1,000 in 2006 and 2005              59,834    64,424

Rental Equipment, at cost:
    Relocatable Modular Buildings                   451,828   408,227
    Electronic Test Instruments                     186,673   154,708
                                                   --------- ---------
                                                    638,501   562,935
    Less Accumulated Depreciation                  (187,159) (156,502)
                                                   --------- ---------
    Rental Equipment, net                           451,342   406,433
                                                   --------- ---------

Property, Plant and Equipment, net                   58,146    56,008
Prepaid Expenses and Other Assets                    15,871    16,019
                                                   --------- ---------
            Total Assets                           $585,542  $543,160
                                                   ========= =========

Liabilities and Shareholders' Equity
Liabilities:
    Notes Payable                                  $165,557  $163,232
    Accounts Payable and Accrued Liabilities         55,509    51,690
    Deferred Income                                  25,852    28,132
    Minority Interest in Subsidiary                   3,479     3,199
    Deferred Income Taxes, net                      104,353    98,438
                                                   --------- ---------
            Total Liabilities                       354,750   344,691
                                                   --------- ---------

Shareholders' Equity:
    Common Stock, no par value --
      Authorized -- 40,000 shares
    Issued and Outstanding -- 25,090 shares in
               2006 and 24,832 shares in 2005        33,963    26,224
    Retained Earnings                               196,829   172,245
                                                   --------- ---------
            Total Shareholders' Equity              230,792   198,469
                                                   --------- ---------
            Total Liabilities and Shareholders'
             Equity                                $585,542  $543,160
                                                   ========= =========


                           MCGRATH RENTCORP
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED)

- ----------------------------------------------------------------------
                                               Year Ended December 31,
                                               -----------------------
(in thousands)                                     2006        2005
- ----------------------------------------------------------------------

Cash Flow from Operating Activities:
  Net Income                                        $41,078   $40,819
  Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
    Depreciation                                     47,461    46,433
    Provision for Doubtful Accounts                     863       845
    Non-Cash Stock Compensation                       3,125        44
    Gain on Sale of Rental Equipment                 (9,747)   (9,662)
    Change In:
      Accounts Receivable                             3,727    (9,979)
      Prepaid Expenses and Other Assets                 148    (1,312)
      Accounts Payable and Accrued Liabilities        8,829     2,646
      Deferred Income                                (2,280)    2,311
      Deferred Income Taxes                           5,915     9,708
                                               ------------- ---------
        Net Cash Provided by Operating
         Activities                                  99,119    81,853
                                               ------------- ---------

Cash Flow from Investing Activities:
  Purchase of Rental Equipment                     (109,920) (105,501)
  Purchase of Property, Plant and Equipment          (4,247)  (10,512)
  Proceeds from Sale of Rental Equipment             24,144    31,406
                                               ------------- ---------
        Net Cash Used in Investing Activities       (90,023)  (84,607)
                                               ------------- ---------

Cash Flow from Financing Activities:
  Net Borrowings Under Bank Lines of Credit           2,325    11,344
  Proceeds from the Exercise of Stock Options         3,591     3,325
    Excess Tax Benefit from Exercise of
     Disqualifying Disposition of Stock Options       1,047     1,270
  Repurchase of Common Stock                           (526)      (30)
  Payment of Dividends                              (15,460)  (13,068)
                                               ------------- ---------
        Net Cash Provided by (Used in)
         Financing Activities                        (9,023)    2,841
                                               ------------- ---------

        Net Increase in Cash                             73        87
Cash Balance, beginning of period                       276       189
                                               ------------- ---------
Cash Balance, end of period                            $349      $276
                                               ============= =========

Interest Paid, during the period                    $10,511    $7,799
                                               ============= =========
Income Taxes Paid, during the period                $17,248   $22,871
                                               ============= =========
Dividends Declared, not yet paid                     $4,016    $3,479
                                               ============= =========
Rental Equipment Acquisitions, not yet paid          $9,432   $14,694
                                               ============= =========


Mobile Modular - Q4 2006 compared to Q4 2005 (Unaudited)

(dollar amounts in thousands)         Three Months Ended   Increase
                                         December 31,      (Decrease)
                                      ------------------ -------------
                                        2006     2005       $      %
                                      ------------------ -------- ----
Revenues
Rental                                 $24,257  $21,682   $2,575   12%
Rental Related Services                  8,466    7,604      862   11%
                                      ------------------ --------
   Rental Operations                    32,723   29,286    3,437   12%
Sales                                    9,742   14,377   (4,635) -32%
Other                                      184      162       22   14%
                                      ------------------ --------
Total Revenues                         $42,649  $43,825  $(1,176)  -3%
                                      ------------------ --------

Gross Profit
Rental                                 $16,434  $13,963   $2,471   18%
Rental Related Services                  2,420    2,240      180    8%
                                      ------------------ --------
   Rental Operations                    18,854   16,203    2,651   16%
Sales                                    2,461    3,793   (1,332) -35%
Other                                      184      162       22   14%
                                      ------------------ --------
Total Gross Profit                     $21,499  $20,158   $1,341    7%
                                      ------------------ --------

                                      ------------------ --------
Pre-tax Income                         $13,155  $13,393    $(238)  -2%
                                      ------------------ --------

Other Information
Depreciation of Rental Equipment        $2,925   $2,773     $152    5%
Interest Expense Allocation             $1,958   $1,590     $368   23%

Average Rental Equipment (1)          $406,913 $363,768  $43,145   12%
Average Rental Equipment on Rent (1)  $335,204 $305,008  $30,196   10%
Average Monthly Total Yield (2)           1.99%    1.99%            0%
Average Utilization (3)                   82.4%    83.8%           -2%
Average Monthly Rental Rate (4)           2.41%    2.37%            2%

Period End Rental Equipment (1)       $410,205 $366,253  $43,952   12%
Period End Utilization (3)                81.4%    83.5%           -3%
Period End Floors (1)                   24,854   23,135    1,719    7%
- ----------------------------------------------------------------- ----

1 Average and Period End Rental Equipment represents the cost of
 rental equipment excluding new equipment inventory and accessory
 equipment. Period End Floors excludes new equipment inventory.

2 Average Monthly Total Yield is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment, for the
 period.

3 Period End Utilization is calculated by dividing the cost of rental
 equipment on rent by the total cost of rental equipment excluding new
 equipment inventory and accessory equipment. Average Utilization for
 the period is calculated using the average costs of the rental
 equipment.

4 Average Monthly Rental Rate is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment on rent,
 for the period.


TRS-RenTelco - Q4 2006 compared to Q4 2005 (Unaudited)

(dollar amounts in thousands)         Three Months Ended   Increase
                                         December 31,      (Decrease)
                                      ------------------ -------------
                                        2006     2005       $      %
                                      ------------------ -------- ----
Revenues
Rental                                 $19,948  $18,634   $1,314    7%
Rental Related Services                    689      417      272   65%
                                      ------------------ --------
   Rental Operations                    20,637   19,051    1,586    8%
Sales                                    4,047   12,128   (8,081) -67%
Other                                      410      386       24    6%
                                      ------------------ --------
Total Revenues                         $25,094  $31,565  $(6,471) -21%
                                      ------------------ --------

Gross Profit
Rental                                   8,671    8,035      636    8%
Rental Related Services                    200       94      106  113%
                                      ------------------ --------
   Rental Operations                     8,871    8,129      742    9%
Sales                                    1,931    2,277     (346) -15%
Other                                      410      386       24    6%
                                      ------------------ --------
Total Gross Profit                     $11,212  $10,792     $420    4%
                                      ------------------ --------

                                      ------------------ --------
Pre-tax Income                          $5,270   $5,490    $(220)  -4%
                                      ------------------ --------

Other Information
Depreciation of Rental Equipment        $8,857   $8,315     $542    7%
Interest Expense Allocation               $878     $665     $213   32%

Average Rental Equipment (1)          $182,783 $153,094  $29,689   19%
Average Rental Equipment on Rent (1)  $125,029 $108,007  $17,022   16%
Average Monthly Total Yield (2)           3.64%    4.06%          -10%
Average Utilization (3)                   68.4%    70.5%           -3%
Average Monthly Rental Rate (4)           5.32%    5.75%           -7%

Period End Rental Equipment (1)       $186,085 $154,119  $31,966   21%
Period End Utilization (3)                66.3%    68.9%           -4%
- ----------------------------------------------------------------- ----

1 Average and Period End Rental Equipment represents the cost of
 rental equipment excluding accessory equipment.

2 Average Monthly Total Yield is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment, for the
 period.

3 Period End Utilization is calculated by dividing the cost of rental
 equipment on rent by the total cost of rental equipment excluding
 accessory equipment. Average Utilization for the period is calculated
 using the average costs of the rental equipment.

4 Average Monthly Rental Rate is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment on rent,
 for the period.


Mobile Modular - Twelve Months 2006 compared to Twelve Months 2005
 (Unaudited)

(dollar amounts in thousands)           Twelve Months      Increase
                                             Ended         (Decrease)
                                         December 31,
                                      ------------------ -------------
                                        2006     2005       $      %
                                      ------------------ -------- ----
Revenues
Rental                                 $91,124  $81,180   $9,944   12%
Rental Related Services                 29,913   25,053    4,860   19%
                                      ------------------ --------
   Rental Operations                   121,037  106,233   14,804   14%
Sales                                   34,209   49,107  (14,898) -30%
Other                                      729      625      104   17%
                                      ------------------ --------
Total Revenues                        $155,975 $155,965      $10    0%
                                      ------------------ --------

Gross Profit
Rental                                 $56,672  $51,756   $4,916    9%
Rental Related Services                  9,782    8,259    1,523   18%
                                      ------------------ --------
   Rental Operations                    66,454   60,015    6,439   11%
Sales                                    9,069   12,100   (3,031) -25%
Other                                      729      625      104   17%
                                      ------------------ --------
Total Gross Profit                     $76,252  $72,740   $3,512    5%
                                      ------------------ --------

                                      ------------------ --------
Pre-tax Income                         $43,439  $46,794  $(3,355)  -7%
                                      ------------------ --------

Other Information
Depreciation of Rental Equipment       $10,898   $9,587   $1,311   14%
Interest Expense Allocation             $7,907   $5,679   $2,228   39%

Average Rental Equipment (1)          $385,630 $341,103  $44,527   13%
Average Rental Equipment on Rent (1)  $319,716 $289,584  $30,132   10%
Average Monthly Total Yield (2)           1.97%    1.98%           -1%
Average Utilization (3)                   82.9%    84.9%           -2%
Average Monthly Rental Rate (4)           2.38%    2.34%            2%

Period End Rental Equipment (1)       $410,205 $366,253  $43,952   12%
Period End Utilization (3)                81.4%    83.5%           -3%
Period End Floors (1)                   24,854   23,135    1,719    7%
- ----------------------------------------------------------------- ----

1 Average and Period End Rental Equipment represents the cost of
 rental equipment excluding new equipment inventory and accessory
 equipment. Period End Floors excludes new equipment inventory.

2 Average Monthly Total Yield is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment, for the
 period.

3 Period End Utilization is calculated by dividing the cost of rental
 equipment on rent by the total cost of rental equipment excluding new
 equipment inventory and accessory equipment. Average Utilization for
 the period is calculated using the average costs of the rental
 equipment.

4 Average Monthly Rental Rate is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment on rent,
 for the period.


TRS-RenTelco - Twelve Months 2006 compared to Twelve Months 2005
 (Unaudited)

(dollar amounts in thousands)          Twelve Months      Increase
                                            Ended         (Decrease)
                                        December 31,
                                     ------------------ --------------
                                       2006     2005       $       %
                                     ------------------ -------- -----
Revenues
Rental                                $77,816  $71,136   $6,680     9%
Rental Related Services                 1,686    1,407      279    20%
                                     ------------------ --------
   Rental Operations                   79,502   72,543    6,959    10%
Sales                                  17,483   31,154  (13,671)  -44%
Other                                   1,713    1,956     (243)  -12%
                                     ------------------ --------
Total Revenues                        $98,698 $105,653  $(6,955)   -7%
                                     ------------------ --------

Gross Profit
Rental                                $33,339  $27,090   $6,249    23%
Rental Related Services                   (13)     308     (321) -104%
                                     ------------------ --------
   Rental Operations                   33,326   27,398    5,928    22%
Sales                                   6,603    7,689   (1,086)  -14%
Other                                   1,713    1,956     (243)  -12%
                                     ------------------ --------
Total Gross Profit                    $41,642  $37,043   $4,599    12%
                                     ------------------ --------

                                     ------------------ --------
Pre-tax Income                        $19,827  $17,211   $2,616    15%
                                     ------------------ --------

Other Information
Depreciation of Rental Equipment      $34,455  $34,591    $(136)    0%
Interest Expense Allocation            $3,385   $2,475     $910    37%

Average Rental Equipment (1)         $170,705 $151,087  $19,618    13%
Average Rental Equipment on Rent (1) $118,798  $99,980  $18,818    19%
Average Monthly Total Yield (2)          3.80%    3.92%            -3%
Average Utilization (3)                  69.6%    66.2%             5%
Average Monthly Rental Rate (4)          5.46%    5.93%            -8%

Period End Rental Equipment (1)      $186,085 $154,119  $31,966    21%
Period End Utilization (3)               66.3%    68.9%            -4%
- ---------------------------------------------------------------- -----
1 Average and Period End Rental Equipment represents the cost of
 rental equipment excluding accessory equipment.

2 Average Monthly Total Yield is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment, for the
 period.

3 Period End Utilization is calculated by dividing the cost of rental
 equipment on rent by the total cost of rental equipment excluding
 accessory equipment. Average Utilization for the period is calculated
 using the average costs of the rental equipment.

4 Average Monthly Rental Rate is calculated by dividing the averages
 of monthly rental revenues by the cost of rental equipment on rent,
 for the period.


    Reconciliation of Net Income to EBITDA

    The Company presents EBITDA as a financial measure as management
believes it provides useful information regarding the Company's
liquidity and financial condition and because management, as well as
the Company's lenders, use this measure in evaluating the performance
of the business. EBITDA is defined by the Company as net income before
minority interest in income of subsidiary, interest expense, provision
for income taxes, depreciation, amortization, and non-cash stock
compensation. In addition, several of the loan covenants and the
determination of the interest rate related to the Company's revolving
line of credit are expressed by reference to this financial measure,
similarly calculated. EBITDA should not be considered in isolation or
as a substitute for net income, cash flows, or other consolidated
income or cash flow data prepared in accordance with generally
accepted accounting principles in the United States or as a measure of
the Company's profitability or liquidity. The Company's EBITDA may not
be comparable to similarly titled measures presented by other
companies. Since EBITDA is a non-GAAP financial measure as defined by
the Securities and Exchange Commission, the following table reconciles
EBITDA to the most directly comparable financial measures calculated
and presented in accordance with accounting principles generally
accepted in the United States for the three and twelve months ended
December 31, 2006 and 2005.

(dollar amounts in thousands)  Three Months Ended  Twelve Months Ended
                                  December 31,        December 31,
                               ------------------  -------------------
                                   2006     2005       2006      2005
                               --------- --------  --------- ---------
Net Income                      $11,897  $12,105    $41,078   $40,819
  Minority Interest in Income
   (Loss) of
Subsidiary                           43      (29)       280       262
  Provision for Income Taxes      6,844    6,872     24,209    24,649
  Interest                        2,675    2,164     10,760     7,890
                               --------- --------  --------- ---------
Income from Operations           21,459   21,112     76,327    73,620
  Depreciation and Amortization  12,321   11,624     47,461    46,433
  Non-Cash Stock Compensation       791       44      3,125        44
                               --------- --------  --------- ---------
EBITDA (1)                      $34,571  $32,780   $126,913  $120,097
                               ========= ========  ========= =========

EBITDA Margin (2)                    49%      42%        48%       44%

1 EBITDA is defined as net income before minority interest in income
 of subsidiary, interest expense, provision for income taxes,
 depreciation, amortization, and other non-cash stock compensation.

2 EBITDA Margin is calculated as EBITDA divided by total revenues for
 the period.


    CONTACT: McGrath RentCorp
             Keith E. Pratt, 925-606-9200
             Chief Financial Officer