ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
45-0491516
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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|
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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|
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Class
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Outstanding
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Common stock, $.01 par value per share
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52,901,754
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Page No.
|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
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Item 1.
|
Consolidated Financial Statements
|
|
|
|
|
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Consolidated Statements of Earnings for the three- and nine-month periods ended September 30, 2014 and 2013
|
|
|
|
|
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Consolidated Statements of Comprehensive Income for the three- and nine-month periods ended September 30, 2014 and 2013
|
|
|
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Consolidated Balance Sheets as of September 30, 2014, and December 31, 2013
|
|
|
|
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Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2014 and 2013
|
|
|
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Notes to Consolidated Financial Statements
|
|
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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|
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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|
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Item 4.
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Controls and Procedures
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|
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PART II.
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OTHER INFORMATION
|
|
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Item 6.
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Exhibits
|
|
|
|
|
SIGNATURES
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
(In thousands, except per share data)
|
Unaudited
|
|
Unaudited
|
||||||||||||
Revenues
|
|
|
|
|
|
||||||||||
Store
|
|
|
|
|
|
|
|
||||||||
Rentals and fees
|
$
|
678,190
|
|
|
$
|
671,334
|
|
|
$
|
2,056,492
|
|
|
$
|
2,013,885
|
|
Merchandise sales
|
58,477
|
|
|
53,808
|
|
|
226,148
|
|
|
227,171
|
|
||||
Installment sales
|
18,089
|
|
|
17,474
|
|
|
54,499
|
|
|
52,138
|
|
||||
Other
|
6,384
|
|
|
4,483
|
|
|
14,376
|
|
|
14,244
|
|
||||
Total store revenues
|
761,140
|
|
|
747,099
|
|
|
2,351,515
|
|
|
2,307,438
|
|
||||
Franchise
|
|
|
|
|
|
|
|
||||||||
Merchandise sales
|
6,524
|
|
|
6,396
|
|
|
19,811
|
|
|
23,072
|
|
||||
Royalty income and fees
|
1,861
|
|
|
1,285
|
|
|
5,162
|
|
|
4,062
|
|
||||
Total revenues
|
769,525
|
|
|
754,780
|
|
|
2,376,488
|
|
|
2,334,572
|
|
||||
Cost of revenues
|
|
|
|
|
|
|
|
||||||||
Store
|
|
|
|
|
|
|
|
||||||||
Cost of rentals and fees
|
177,208
|
|
|
170,979
|
|
|
532,590
|
|
|
507,826
|
|
||||
Cost of merchandise sold
|
47,569
|
|
|
42,344
|
|
|
174,299
|
|
|
175,903
|
|
||||
Cost of installment sales
|
6,134
|
|
|
5,983
|
|
|
18,874
|
|
|
18,141
|
|
||||
Total cost of store revenues
|
230,911
|
|
|
219,306
|
|
|
725,763
|
|
|
701,870
|
|
||||
Vendor settlement credit
|
(7,072
|
)
|
|
—
|
|
|
(7,072
|
)
|
|
—
|
|
||||
Franchise cost of merchandise sold
|
6,247
|
|
|
6,142
|
|
|
18,984
|
|
|
22,072
|
|
||||
Total cost of revenues
|
230,086
|
|
|
225,448
|
|
|
737,675
|
|
|
723,942
|
|
||||
Gross profit
|
539,439
|
|
|
529,332
|
|
|
1,638,813
|
|
|
1,610,630
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Salaries and other expenses
|
443,874
|
|
|
435,866
|
|
|
1,345,303
|
|
|
1,281,922
|
|
||||
General and administrative expenses
|
41,617
|
|
|
37,054
|
|
|
132,471
|
|
|
114,227
|
|
||||
Amortization and write-down of intangibles
|
1,382
|
|
|
639
|
|
|
4,174
|
|
|
2,694
|
|
||||
Other (gains) and charges
|
7,743
|
|
|
—
|
|
|
12,120
|
|
|
—
|
|
||||
|
494,616
|
|
|
473,559
|
|
|
1,494,068
|
|
|
1,398,843
|
|
||||
Operating profit
|
44,823
|
|
|
55,773
|
|
|
144,745
|
|
|
211,787
|
|
||||
Finance charges from refinancing
|
—
|
|
|
—
|
|
|
1,946
|
|
|
—
|
|
||||
Interest expense
|
11,981
|
|
|
10,916
|
|
|
35,178
|
|
|
28,773
|
|
||||
Interest income
|
(200
|
)
|
|
(183
|
)
|
|
(681
|
)
|
|
(659
|
)
|
||||
Earnings before income taxes
|
33,042
|
|
|
45,040
|
|
|
108,302
|
|
|
183,673
|
|
||||
Income tax expense
|
7,736
|
|
|
17,875
|
|
|
36,606
|
|
|
68,499
|
|
||||
NET EARNINGS
|
$
|
25,306
|
|
|
$
|
27,165
|
|
|
$
|
71,696
|
|
|
$
|
115,174
|
|
Basic earnings per common share
|
$
|
0.48
|
|
|
$
|
0.51
|
|
|
$
|
1.36
|
|
|
$
|
2.08
|
|
Diluted earnings per common share
|
$
|
0.48
|
|
|
$
|
0.50
|
|
|
$
|
1.35
|
|
|
$
|
2.06
|
|
Cash dividends declared per common share
|
$
|
0.23
|
|
|
$
|
0.21
|
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
(In thousands)
|
Unaudited
|
|
Unaudited
|
||||||||||||
Net earnings
|
$
|
25,306
|
|
|
$
|
27,165
|
|
|
$
|
71,696
|
|
|
$
|
115,174
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(1,372
|
)
|
|
41
|
|
|
(1,201
|
)
|
|
(1,330
|
)
|
||||
Total other comprehensive income (loss)
|
(1,372
|
)
|
|
41
|
|
|
(1,201
|
)
|
|
(1,330
|
)
|
||||
COMPREHENSIVE INCOME
|
$
|
23,934
|
|
|
$
|
27,206
|
|
|
$
|
70,495
|
|
|
$
|
113,844
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
(In thousands, except share and par value data)
|
Unaudited
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
61,958
|
|
|
$
|
42,274
|
|
Receivables, net of allowance for doubtful accounts of $3,502 and $3,700 in 2014 in 2013, respectively
|
68,229
|
|
|
58,686
|
|
||
Prepaid expenses and other assets
|
85,565
|
|
|
78,471
|
|
||
Rental merchandise, net
|
|
|
|
||||
On rent
|
867,184
|
|
|
914,618
|
|
||
Held for rent
|
266,574
|
|
|
210,450
|
|
||
Merchandise held for installment sale
|
4,151
|
|
|
4,038
|
|
||
Property assets, net of accumulated depreciation of $428,194 and $433,935 in 2014 and 2013, respectively
|
331,740
|
|
|
336,498
|
|
||
Goodwill, net
|
1,366,368
|
|
|
1,364,549
|
|
||
Other intangible assets, net
|
7,422
|
|
|
8,969
|
|
||
|
$
|
3,059,191
|
|
|
$
|
3,018,553
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable – trade
|
$
|
116,759
|
|
|
$
|
120,166
|
|
Accrued liabilities
|
323,859
|
|
|
315,235
|
|
||
Deferred income taxes
|
258,414
|
|
|
323,326
|
|
||
Senior debt
|
425,135
|
|
|
366,275
|
|
||
Senior notes
|
550,000
|
|
|
550,000
|
|
||
|
1,674,167
|
|
|
1,675,002
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|||
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Common stock, $.01 par value; 250,000,000 shares authorized; 109,262,886 and 109,108,218 shares issued in 2014 and 2013, respectively
|
1,093
|
|
|
1,091
|
|
||
Additional paid-in capital
|
809,658
|
|
|
802,124
|
|
||
Retained earnings
|
1,923,140
|
|
|
1,888,002
|
|
||
Treasury stock at cost, 56,369,752 shares in 2014 and 2013
|
(1,347,677
|
)
|
|
(1,347,677
|
)
|
||
Accumulated other comprehensive income (loss)
|
(1,190
|
)
|
|
11
|
|
||
|
1,385,024
|
|
|
1,343,551
|
|
||
|
$
|
3,059,191
|
|
|
$
|
3,018,553
|
|
|
Nine Months Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
(In thousands)
|
Unaudited
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net earnings
|
$
|
71,696
|
|
|
$
|
115,174
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities
|
|
|
|
||||
Depreciation of rental merchandise
|
509,596
|
|
|
487,412
|
|
||
Bad debt expense
|
10,827
|
|
|
9,825
|
|
||
Stock-based compensation expense
|
5,377
|
|
|
5,524
|
|
||
Depreciation of property assets
|
58,824
|
|
|
56,654
|
|
||
Loss on sale or disposal of property assets
|
7,740
|
|
|
2,035
|
|
||
Amortization of intangibles
|
2,203
|
|
|
1,897
|
|
||
Amortization of financing fees
|
2,601
|
|
|
2,338
|
|
||
Finance charges from refinancing
|
1,946
|
|
|
—
|
|
||
Deferred income taxes
|
(64,912
|
)
|
|
20,397
|
|
||
Excess tax benefit related to stock awards
|
(240
|
)
|
|
(245
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions
|
|
|
|
||||
Rental merchandise
|
(515,166
|
)
|
|
(532,923
|
)
|
||
Receivables
|
(20,307
|
)
|
|
(9,985
|
)
|
||
Prepaid expenses and other assets
|
(11,017
|
)
|
|
(4,670
|
)
|
||
Accounts payable – trade
|
(3,407
|
)
|
|
24,689
|
|
||
Accrued liabilities
|
7,502
|
|
|
(5,213
|
)
|
||
Net cash provided by operating activities
|
63,263
|
|
|
172,909
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchase of property assets
|
(61,733
|
)
|
|
(73,761
|
)
|
||
Proceeds from sale of property assets
|
6,012
|
|
|
1,620
|
|
||
Acquisitions of businesses
|
(12,497
|
)
|
|
(13,829
|
)
|
||
Net cash used in investing activities
|
(68,218
|
)
|
|
(85,970
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Purchase of treasury stock
|
—
|
|
|
(217,419
|
)
|
||
Exercise of stock options
|
2,417
|
|
|
10,711
|
|
||
Excess tax benefit related to stock awards
|
240
|
|
|
245
|
|
||
Proceeds from debt
|
568,880
|
|
|
631,435
|
|
||
Repayments of debt
|
(510,020
|
)
|
|
(484,360
|
)
|
||
Dividends paid
|
(36,479
|
)
|
|
(35,564
|
)
|
||
Net cash provided by (used in) financing activities
|
25,038
|
|
|
(94,952
|
)
|
||
Effect of exchange rate changes on cash
|
(399
|
)
|
|
(217
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
19,684
|
|
|
(8,230
|
)
|
||
Cash and cash equivalents at beginning of period
|
42,274
|
|
|
61,087
|
|
||
Cash and cash equivalents at end of period
|
$
|
61,958
|
|
|
$
|
52,857
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Avg.
Life
(years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Non-compete agreements
|
3
|
|
$
|
5,586
|
|
|
$
|
5,415
|
|
|
$
|
6,337
|
|
|
$
|
6,102
|
|
Customer relationships
|
2
|
|
75,445
|
|
|
73,602
|
|
|
74,799
|
|
|
71,899
|
|
||||
Vendor relationships
|
11
|
|
7,538
|
|
|
2,130
|
|
|
7,538
|
|
|
1,704
|
|
||||
Total
|
|
|
$
|
88,569
|
|
|
$
|
81,147
|
|
|
$
|
88,674
|
|
|
$
|
79,705
|
|
|
Estimated
Amortization Expense
|
||
2014
|
$
|
675
|
|
2015
|
1,871
|
|
|
2016
|
747
|
|
|
2017
|
568
|
|
|
2018
|
445
|
|
|
Thereafter
|
3,116
|
|
|
Total
|
$
|
7,422
|
|
|
Nine Months Ended
|
|
Year Ended
|
||||
|
September 30, 2014
|
|
December 31, 2013
|
||||
Balance as of January 1,
|
$
|
1,364,549
|
|
|
$
|
1,344,665
|
|
Additions from acquisitions
|
4,400
|
|
|
28,282
|
|
||
Goodwill impairments and write-offs related to stores sold or closed
|
(1,971
|
)
|
|
(9,038
|
)
|
||
Post purchase price allocation adjustments
|
(610
|
)
|
|
640
|
|
||
Balance as of the end of the period
|
$
|
1,366,368
|
|
|
$
|
1,364,549
|
|
•
|
incur additional debt;
|
•
|
repurchase capital stock, 6.625% notes and 4.75% notes and/or pay cash dividends (subject to a restricted payments basket under which approximately
$84.1 million
is available);
|
•
|
incur liens or other encumbrances;
|
•
|
merge, consolidate or sell substantially all property or business;
|
•
|
sell, lease or otherwise transfer assets (other than in the ordinary course of business);
|
•
|
make investments or acquisitions (unless they meet financial tests and other requirements); or
|
•
|
enter into an unrelated line of business.
|
|
Required Ratio
|
|
Actual Ratio
|
||
Consolidated total leverage ratio
|
No greater than
|
|
4.50:1
|
|
3.43:1
|
Consolidated senior secured leverage ratio
|
No greater than
|
|
2.75:1
|
|
1.40:1
|
Consolidated fixed charge coverage ratio
|
No less than
|
|
1.50:1
|
|
1.78:1
|
•
|
incur additional debt;
|
•
|
sell assets or our subsidiaries;
|
•
|
grant liens to third parties;
|
•
|
pay cash dividends or repurchase stock (subject to a restricted payment basket under which approximately
$84.1 million
is available); and
|
•
|
engage in a merger or sell substantially all of our assets.
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||
Revenue
|
$
|
581,600
|
|
|
$
|
160,388
|
|
|
$
|
19,152
|
|
|
$
|
8,385
|
|
|
$
|
769,525
|
|
Gross profit
|
430,816
|
|
|
92,911
|
|
|
13,574
|
|
|
2,138
|
|
|
539,439
|
|
|||||
Operating profit (loss)
|
27,297
|
|
|
21,242
|
|
|
(4,884
|
)
|
|
1,168
|
|
|
44,823
|
|
|||||
Depreciation of property assets
|
15,208
|
|
|
1,506
|
|
|
1,773
|
|
|
49
|
|
|
18,536
|
|
|||||
Amortization and write-down of intangibles
|
1,240
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
1,382
|
|
|||||
Capital expenditures
|
16,177
|
|
|
3,336
|
|
|
770
|
|
|
—
|
|
|
20,283
|
|
|
Three Months Ended September 30, 2013
|
||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||
Revenue
|
$
|
611,091
|
|
|
$
|
123,798
|
|
|
$
|
12,210
|
|
|
$
|
7,681
|
|
|
$
|
754,780
|
|
Gross profit
|
444,898
|
|
|
74,083
|
|
|
8,812
|
|
|
1,539
|
|
|
529,332
|
|
|||||
Operating profit (loss)
|
44,073
|
|
|
18,789
|
|
|
(7,488
|
)
|
|
399
|
|
|
55,773
|
|
|||||
Depreciation of property assets
|
16,610
|
|
|
1,323
|
|
|
1,468
|
|
|
20
|
|
|
19,421
|
|
|||||
Amortization and write-down of intangibles
|
497
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|||||
Capital expenditures
|
22,399
|
|
|
2,819
|
|
|
3,722
|
|
|
—
|
|
|
28,940
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||
Revenue
|
$
|
1,808,403
|
|
|
$
|
490,392
|
|
|
$
|
52,720
|
|
|
$
|
24,973
|
|
|
$
|
2,376,488
|
|
Gross profit
|
1,319,325
|
|
|
275,694
|
|
|
37,805
|
|
|
5,989
|
|
|
1,638,813
|
|
|||||
Operating profit (loss)
|
99,315
|
|
|
61,218
|
|
|
(17,979
|
)
|
|
2,191
|
|
|
144,745
|
|
|||||
Depreciation of property assets
|
49,129
|
|
|
4,356
|
|
|
5,204
|
|
|
135
|
|
|
58,824
|
|
|||||
Amortization and write-down of intangibles
|
3,748
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
4,174
|
|
|||||
Capital expenditures
|
47,898
|
|
|
9,193
|
|
|
4,642
|
|
|
—
|
|
|
61,733
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||
Revenue
|
$
|
1,905,968
|
|
|
$
|
368,454
|
|
|
$
|
33,016
|
|
|
$
|
27,134
|
|
|
$
|
2,334,572
|
|
Gross profit
|
1,371,890
|
|
|
209,960
|
|
|
23,718
|
|
|
5,062
|
|
|
1,610,630
|
|
|||||
Operating profit (loss)
|
176,807
|
|
|
51,833
|
|
|
(18,497
|
)
|
|
1,644
|
|
|
211,787
|
|
|||||
Depreciation of property assets
|
48,987
|
|
|
3,574
|
|
|
4,033
|
|
|
60
|
|
|
56,654
|
|
|||||
Amortization and write-down of intangibles
|
2,267
|
|
|
427
|
|
|
—
|
|
|
—
|
|
|
2,694
|
|
|||||
Capital expenditures
|
57,642
|
|
|
7,021
|
|
|
9,098
|
|
|
—
|
|
|
73,761
|
|
|
December 31, 2013
|
||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||
Rental merchandise, net
|
|
|
|
|
|
|
|
|
|
||||||||||
On rent
|
$
|
612,517
|
|
|
$
|
284,421
|
|
|
$
|
17,680
|
|
|
$
|
—
|
|
|
$
|
914,618
|
|
Held for rent
|
195,654
|
|
|
3,837
|
|
|
10,959
|
|
|
—
|
|
|
210,450
|
|
|||||
Total assets
|
2,569,057
|
|
|
375,920
|
|
|
71,888
|
|
|
1,688
|
|
|
3,018,553
|
|
13.
|
Earnings Per Common Share.
|
|
Three Months Ended September 30, 2014
|
|||||||||
|
Net Earnings
|
|
Weighted
Average Shares
|
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
25,306
|
|
|
52,864
|
|
|
$
|
0.48
|
|
Effect of dilutive stock awards
|
—
|
|
|
250
|
|
|
|
|||
Diluted earnings per common share
|
$
|
25,306
|
|
|
53,114
|
|
|
$
|
0.48
|
|
|
Three Months Ended September 30, 2013
|
|||||||||
|
Net Earnings
|
|
Weighted
Average Shares
|
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
27,165
|
|
|
53,438
|
|
|
$
|
0.51
|
|
Effect of dilutive stock awards
|
—
|
|
|
374
|
|
|
|
|||
Diluted earnings per common share
|
$
|
27,165
|
|
|
53,812
|
|
|
$
|
0.50
|
|
|
Nine Months Ended September 30, 2014
|
|||||||||
|
Net Earnings
|
|
Weighted
Average Shares |
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
71,696
|
|
|
52,828
|
|
|
$
|
1.36
|
|
Effect of dilutive stock awards
|
—
|
|
|
241
|
|
|
|
|||
Diluted earnings per common share
|
$
|
71,696
|
|
|
53,069
|
|
|
$
|
1.35
|
|
|
Nine Months Ended September 30, 2013
|
|||||||||
|
Net Earnings
|
|
Weighted
Average Shares |
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
115,174
|
|
|
55,423
|
|
|
$
|
2.08
|
|
Effect of dilutive stock awards
|
—
|
|
|
377
|
|
|
|
|||
Diluted earnings per common share
|
$
|
115,174
|
|
|
55,800
|
|
|
$
|
2.06
|
|
•
|
the general strength of the economy and other economic conditions affecting consumer preferences and spending;
|
•
|
economic pressures, such as high fuel costs, affecting the disposable income available to our current and potential customers;
|
•
|
changes in the unemployment rate;
|
•
|
difficulties encountered in improving the financial performance of our Core U.S. segment;
|
•
|
our ability to develop and successfully execute the competencies and capabilities which are the focus of our multi-year program designed to transform and modernize our operations;
|
•
|
costs associated with our multi-year program designed to transform and modernize our operations;
|
•
|
our ability to successfully market smartphones and related services to our customers;
|
•
|
our ability to develop and successfully implement virtual or electronic commerce capabilities;
|
•
|
our ability to retain the revenue from customer accounts merged into another store location as a result of the store consolidation plan;
|
•
|
our ability to execute and the effectiveness of the store consolidation;
|
•
|
rapid inflation or deflation in prices of our products;
|
•
|
our available cash flow;
|
•
|
our ability to identify and successfully market products and services that appeal to our customer demographic;
|
•
|
consumer preferences and perceptions of our brand;
|
•
|
uncertainties regarding the ability to open new locations;
|
•
|
our ability to acquire additional stores or customer accounts on favorable terms;
|
•
|
our ability to control costs and increase profitability;
|
•
|
our ability to enhance the performance of acquired stores;
|
•
|
our ability to retain the revenue associated with acquired customer accounts;
|
•
|
our ability to enter into new and collect on our rental or lease purchase agreements;
|
•
|
the passage of legislation adversely affecting the rent-to-own industry;
|
•
|
our compliance with applicable statutes or regulations governing our transactions;
|
•
|
changes in interest rates;
|
•
|
adverse changes in the economic conditions of the industries, countries or markets that we serve;
|
•
|
information technology and data security costs;
|
•
|
our ability to protect the integrity and security of individually identifiable data of our customers and employees;
|
•
|
the impact of any breaches in data security or other disturbances to our information technology and other networks;
|
•
|
changes in our stock price, the number of shares of common stock that we may or may not repurchase, and future dividends, if any;
|
•
|
changes in estimates relating to self-insurance liabilities and income tax and litigation reserves;
|
•
|
changes in our effective tax rate;
|
•
|
fluctuations in foreign currency exchange rates;
|
•
|
our ability to maintain an effective system of internal controls;
|
•
|
the resolution of our litigation; and
|
•
|
the other risks detailed from time to time in our SEC reports.
|
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
|
September 30,
|
Change
|
|
September 30,
|
|
Change
|
|||||||||||||||||||||||
(Dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
Rentals and fees
|
|
$
|
678,190
|
|
|
$
|
671,334
|
|
|
$
|
6,856
|
|
|
1.0
|
%
|
|
$
|
2,056,492
|
|
|
$
|
2,013,885
|
|
|
$
|
42,607
|
|
|
2.1
|
%
|
Merchandise sales
|
|
58,477
|
|
|
53,808
|
|
|
4,669
|
|
|
8.7
|
%
|
|
226,148
|
|
|
227,171
|
|
|
(1,023
|
)
|
|
(0.5
|
)%
|
||||||
Installment sales
|
|
18,089
|
|
|
17,474
|
|
|
615
|
|
|
3.5
|
%
|
|
54,499
|
|
|
52,138
|
|
|
2,361
|
|
|
4.5
|
%
|
||||||
Other
|
|
6,384
|
|
|
4,483
|
|
|
1,901
|
|
|
42.4
|
%
|
|
14,376
|
|
|
14,244
|
|
|
132
|
|
|
0.9
|
%
|
||||||
Total store revenue
|
|
761,140
|
|
|
747,099
|
|
|
14,041
|
|
|
1.9
|
%
|
|
2,351,515
|
|
|
2,307,438
|
|
|
44,077
|
|
|
1.9
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise merchandise sales
|
|
6,524
|
|
|
6,396
|
|
|
128
|
|
|
2.0
|
%
|
|
19,811
|
|
|
23,072
|
|
|
(3,261
|
)
|
|
(14.1
|
)%
|
||||||
Franchise royalty income and fees
|
|
1,861
|
|
|
1,285
|
|
|
576
|
|
|
44.8
|
%
|
|
5,162
|
|
|
4,062
|
|
|
1,100
|
|
|
27.1
|
%
|
||||||
Total revenues
|
|
769,525
|
|
|
754,780
|
|
|
14,745
|
|
|
2.0
|
%
|
|
2,376,488
|
|
|
2,334,572
|
|
|
41,916
|
|
|
1.8
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of rentals and fees
|
|
177,208
|
|
|
170,979
|
|
|
6,229
|
|
|
3.6
|
%
|
|
532,590
|
|
|
507,826
|
|
|
24,764
|
|
|
4.9
|
%
|
||||||
Cost of merchandise sold
|
|
47,569
|
|
|
42,344
|
|
|
5,225
|
|
|
12.3
|
%
|
|
174,299
|
|
|
175,903
|
|
|
(1,604
|
)
|
|
(0.9
|
)%
|
||||||
Cost of installment sales
|
|
6,134
|
|
|
5,983
|
|
|
151
|
|
|
2.5
|
%
|
|
18,874
|
|
|
18,141
|
|
|
733
|
|
|
4.0
|
%
|
||||||
Vendor settlement credit
|
|
(7,072
|
)
|
|
—
|
|
|
(7,072
|
)
|
|
—
|
|
|
(7,072
|
)
|
|
—
|
|
|
(7,072
|
)
|
|
—
|
|
||||||
Franchise cost of merchandise sold
|
|
6,247
|
|
|
6,142
|
|
|
105
|
|
|
1.7
|
%
|
|
18,984
|
|
|
22,072
|
|
|
(3,088
|
)
|
|
(14.0
|
)%
|
||||||
Total cost of revenues
|
|
230,086
|
|
|
225,448
|
|
|
4,638
|
|
|
2.1
|
%
|
|
737,675
|
|
|
723,942
|
|
|
13,733
|
|
|
1.9
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
|
539,439
|
|
|
529,332
|
|
|
10,107
|
|
|
1.9
|
%
|
|
1,638,813
|
|
|
1,610,630
|
|
|
28,183
|
|
|
1.7
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salaries and other
|
|
443,874
|
|
|
435,866
|
|
|
8,008
|
|
|
1.8
|
%
|
|
1,345,303
|
|
|
1,281,922
|
|
|
63,381
|
|
|
4.9
|
%
|
||||||
General and administrative
|
|
41,617
|
|
|
37,054
|
|
|
4,563
|
|
|
12.3
|
%
|
|
132,471
|
|
|
114,227
|
|
|
18,244
|
|
|
16.0
|
%
|
||||||
Amortization and write-down of intangibles
|
|
1,382
|
|
|
639
|
|
|
743
|
|
|
116.3
|
%
|
|
4,174
|
|
|
2,694
|
|
|
1,480
|
|
|
54.9
|
%
|
||||||
Other (gains) and charges
|
|
7,743
|
|
|
—
|
|
|
7,743
|
|
|
—
|
|
|
12,120
|
|
|
—
|
|
|
12,120
|
|
|
—
|
|
||||||
Total operating expenses
|
|
494,616
|
|
|
473,559
|
|
|
21,057
|
|
|
4.4
|
%
|
|
1,494,068
|
|
|
1,398,843
|
|
|
95,225
|
|
|
6.8
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating profit
|
|
44,823
|
|
|
55,773
|
|
|
(10,950
|
)
|
|
(19.6
|
)%
|
|
144,745
|
|
|
211,787
|
|
|
(67,042
|
)
|
|
(31.7
|
)%
|
||||||
Finance charges from refinancing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,946
|
|
|
—
|
|
|
1,946
|
|
|
—
|
|
||||||
Interest, net
|
|
11,781
|
|
|
10,733
|
|
|
1,048
|
|
|
9.8
|
%
|
|
34,497
|
|
|
28,114
|
|
|
6,383
|
|
|
22.7
|
%
|
||||||
Earnings before income taxes
|
|
33,042
|
|
|
45,040
|
|
|
(11,998
|
)
|
|
(26.6
|
)%
|
|
108,302
|
|
|
183,673
|
|
|
(75,371
|
)
|
|
(41.0
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax expense
|
|
7,736
|
|
|
17,875
|
|
|
(10,139
|
)
|
|
(56.7
|
)%
|
|
36,606
|
|
|
68,499
|
|
|
(31,893
|
)
|
|
(46.6
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
|
$
|
25,306
|
|
|
$
|
27,165
|
|
|
$
|
(1,859
|
)
|
|
(6.8
|
)%
|
|
$
|
71,696
|
|
|
$
|
115,174
|
|
|
$
|
(43,478
|
)
|
|
(37.7
|
)%
|
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
|
September 30,
|
|
Change
|
|
September 30,
|
|
Change
|
||||||||||||||||||||||
(Dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
$
|
581,600
|
|
|
$
|
611,091
|
|
|
$
|
(29,491
|
)
|
|
(4.8
|
)%
|
|
$
|
1,808,403
|
|
|
$
|
1,905,968
|
|
|
$
|
(97,565
|
)
|
|
(5.1
|
)%
|
Gross profit
|
|
430,816
|
|
|
444,898
|
|
|
(14,082
|
)
|
|
(3.2
|
)%
|
|
1,319,325
|
|
|
1,371,890
|
|
|
(52,565
|
)
|
|
(3.8
|
)%
|
||||||
Operating profit
|
|
27,297
|
|
|
44,073
|
|
|
(16,776
|
)
|
|
(38.1
|
)%
|
|
99,315
|
|
|
176,807
|
|
|
(77,492
|
)
|
|
(43.8
|
)%
|
||||||
Change in same store revenue
|
|
|
|
|
|
|
|
(3.6
|
)%
|
|
|
|
|
|
|
|
(4.9
|
)%
|
||||||||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
|
2,374
|
|
|
|
|
|
|
|
|
2,752
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
|
September 30,
|
|
Change
|
|
September 30,
|
|
Change
|
||||||||||||||||||||||
(Dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
$
|
160,388
|
|
|
$
|
123,798
|
|
|
$
|
36,590
|
|
|
29.6
|
%
|
|
$
|
490,392
|
|
|
$
|
368,454
|
|
|
$
|
121,938
|
|
|
33.1
|
%
|
Gross profit
|
|
92,911
|
|
|
74,083
|
|
|
18,828
|
|
|
25.4
|
%
|
|
275,694
|
|
|
209,960
|
|
|
65,734
|
|
|
31.3
|
%
|
||||||
Operating profit
|
|
21,242
|
|
|
18,789
|
|
|
2,453
|
|
|
13.1
|
%
|
|
61,218
|
|
|
51,833
|
|
|
9,385
|
|
|
18.1
|
%
|
||||||
Change in same store revenue
|
|
|
|
|
|
|
|
25.7
|
%
|
|
|
|
|
|
|
|
25.6
|
%
|
||||||||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
|
1,018
|
|
|
|
|
|
|
|
|
1,091
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
|
September 30,
|
|
Change
|
|
September 30,
|
|
Change
|
||||||||||||||||||||||
(Dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
$
|
19,152
|
|
|
$
|
12,210
|
|
|
$
|
6,942
|
|
|
56.9
|
%
|
|
$
|
52,720
|
|
|
$
|
33,016
|
|
|
$
|
19,704
|
|
|
59.7
|
%
|
Gross profit
|
|
13,574
|
|
|
8,812
|
|
|
4,762
|
|
|
54.0
|
%
|
|
37,805
|
|
|
23,718
|
|
|
14,087
|
|
|
59.4
|
%
|
||||||
Operating loss
|
|
(4,884
|
)
|
|
(7,488
|
)
|
|
2,604
|
|
|
34.8
|
%
|
|
(17,979
|
)
|
|
(18,497
|
)
|
|
518
|
|
|
2.8
|
%
|
||||||
Change in same store revenue
|
|
|
|
|
|
|
|
25.9
|
%
|
|
|
|
|
|
|
|
21.2
|
%
|
||||||||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
|
120
|
|
|
|
|
|
|
|
|
128
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
|
September 30,
|
|
Change
|
|
September 30,
|
|
Change
|
||||||||||||||||||||||
(Dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
$
|
8,385
|
|
|
$
|
7,681
|
|
|
$
|
704
|
|
|
9.2
|
%
|
|
$
|
24,973
|
|
|
$
|
27,134
|
|
|
$
|
(2,161
|
)
|
|
(8.0
|
)%
|
Gross profit
|
|
2,138
|
|
|
1,539
|
|
|
599
|
|
|
38.9
|
%
|
|
5,989
|
|
|
5,062
|
|
|
927
|
|
|
18.3
|
%
|
||||||
Operating profit
|
|
1,168
|
|
|
399
|
|
|
769
|
|
|
192.7
|
%
|
|
2,191
|
|
|
1,644
|
|
|
547
|
|
|
33.3
|
%
|
|
Three Months Ended September 30, 2014
|
|
Three Months Ended September 30, 2013
|
||||
|
(In thousands)
|
||||||
Beginning merchandise value
|
$
|
1,106,913
|
|
|
$
|
1,071,680
|
|
Merchandise additions through acquisitions
|
760
|
|
|
2,187
|
|
||
Purchases
|
299,827
|
|
|
251,175
|
|
||
Depreciation of rental merchandise
|
(169,823
|
)
|
|
(164,276
|
)
|
||
Cost of goods sold
|
(53,703
|
)
|
|
(48,327
|
)
|
||
Skips and stolens
|
(33,875
|
)
|
|
(27,413
|
)
|
||
Other merchandise deletions
(1)
|
(12,190
|
)
|
|
(9,004
|
)
|
||
Ending merchandise value
|
$
|
1,137,909
|
|
|
$
|
1,076,022
|
|
|
Nine Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2013
|
||||
|
(In thousands)
|
||||||
Beginning merchandise value
|
$
|
1,129,106
|
|
|
$
|
1,024,545
|
|
Merchandise additions through acquisitions
|
6,519
|
|
|
4,607
|
|
||
Purchases
|
841,704
|
|
|
828,136
|
|
||
Depreciation of rental merchandise
|
(509,596
|
)
|
|
(487,412
|
)
|
||
Cost of goods sold
|
(193,173
|
)
|
|
(194,044
|
)
|
||
Skips and stolens
|
(95,079
|
)
|
|
(73,027
|
)
|
||
Other merchandise deletions
(1)
|
(41,572
|
)
|
|
(26,783
|
)
|
||
Ending merchandise value
|
$
|
1,137,909
|
|
|
$
|
1,076,022
|
|
(1)
|
Other merchandise deletions include loss/damage waiver claims and unrepairable and missing merchandise, as well as acquisition write-offs.
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||
Locations at beginning of period
|
3,010
|
|
|
1,325
|
|
|
151
|
|
|
179
|
|
|
4,665
|
|
|||||
New location openings
|
10
|
|
|
140
|
|
|
30
|
|
|
23
|
|
|
203
|
|
|||||
Acquired locations remaining open
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Closed locations
|
|
|
|
|
|
|
|
|
|
||||||||||
Merged with existing locations
|
163
|
|
|
105
|
|
|
5
|
|
|
—
|
|
|
273
|
|
|||||
Sold or closed with no surviving location
|
18
|
|
|
1
|
|
|
—
|
|
|
14
|
|
|
33
|
|
|||||
Locations at end of period
|
2,841
|
|
|
1,359
|
|
|
176
|
|
|
188
|
|
|
4,564
|
|
|||||
Acquired locations closed and accounts merged with existing locations
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Total approximate purchase price of acquired stores (in thousands)
|
$
|
6,913
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,913
|
|
Year Ending December 31,
|
(In thousands)
|
||
2014
|
$
|
563
|
|
2015
|
2,250
|
|
|
2016
|
2,250
|
|
|
2017
|
2,250
|
|
|
2018
|
2,250
|
|
|
Thereafter
|
214,312
|
|
|
|
$
|
223,875
|
|
•
|
incur additional debt;
|
•
|
repurchase capital stock, 6.625% notes and 4.75% notes and/or pay cash dividends (subject to a restricted payments basket under which approximately
$84.1 million
is available);
|
•
|
incur liens or other encumbrances;
|
•
|
merge, consolidate or sell substantially all property or business;
|
•
|
sell, lease or otherwise transfer assets (other than in the ordinary course of business);
|
•
|
make investments or acquisitions (unless they meet financial tests and other requirements); or
|
•
|
enter into an unrelated line of business.
|
|
Required Ratio
|
|
Actual Ratio
|
||
Consolidated total leverage ratio
|
No greater than
|
|
4.50:1
|
|
3.43:1
|
Consolidated senior secured leverage ratio
|
No greater than
|
|
2.75:1
|
|
1.40:1
|
Consolidated fixed charge coverage ratio
|
No less than
|
|
1.50:1
|
|
1.78:1
|
•
|
incur additional debt;
|
•
|
sell assets or our subsidiaries;
|
•
|
grant liens to third parties;
|
•
|
pay cash dividends or repurchase stock (subject to a restricted payment basket under which approximately
$84.1 million
is available); and
|
•
|
engage in a merger or sell substantially all of our assets.
|
|
Payments Due by Period
|
|||||||||||||||||||
Contractual Cash Obligations
|
Total
|
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
Thereafter
|
||||||||||
|
(In thousands)
|
|||||||||||||||||||
Senior Debt (including current portion)
(1)
|
$
|
425,135
|
|
|
|
$
|
563
|
|
|
$
|
10,760
|
|
|
$
|
4,500
|
|
|
$
|
409,312
|
|
6.625% Senior Notes
(2)
|
429,188
|
|
|
|
9,938
|
|
|
39,750
|
|
|
39,750
|
|
|
339,750
|
|
|||||
4.75% Senior Notes
(3)
|
333,126
|
|
|
|
5,938
|
|
|
23,750
|
|
|
23,750
|
|
|
279,688
|
|
|||||
Operating Leases
|
534,629
|
|
|
|
47,986
|
|
|
316,070
|
|
|
149,663
|
|
|
20,910
|
|
|||||
Total
(4)
|
$
|
1,722,078
|
|
|
|
$
|
64,425
|
|
|
$
|
390,330
|
|
|
$
|
217,663
|
|
|
$
|
1,049,660
|
|
(1)
|
Amount referenced does not include interest payments. Our senior credit facilities bear interest at varying rates equal to the Eurodollar rate plus 1.50% to 3.00% or the ABR rate plus 0.50% to 2.00% at our election. The weighted average Eurodollar rate on our outstanding debt at
September 30, 2014
, was 0.46%.
|
(2)
|
Includes interest payments of $9.9 million on each of May 15 and November 15 of each year.
|
(3)
|
Includes interest payments of $5.9 million on each of May 1 and November 1 of each year.
|
(4)
|
As of
September 30, 2014
, we have $12.5 million in uncertain tax positions. Because of the uncertainty of the amounts to be ultimately paid as well as the timing of such payments, uncertain tax positions are not reflected in the contractual obligations table.
|
3.1
|
Certificate of Incorporation of Rent-A-Center, Inc., as amended (Incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K dated as of December 31, 2002.)
|
|
|
3.2
|
Certificate of Amendment to the Certificate of Incorporation of Rent-A-Center, Inc., dated May 19, 2004 (Incorporated herein by reference to Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.)
|
|
|
3.3
|
Amended and Restated Bylaws of Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K dated as of September 28, 2011.)
|
|
|
4.1
|
Form of Certificate evidencing Common Stock (Incorporated herein by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-4/A filed on January 13, 1999.)
|
|
|
4.2
|
Indenture, dated as of November 2, 2010, by and among Rent-A-Center, Inc., as Issuer, the Guarantors named therein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K dated as of November 2, 2010.)
|
|
|
4.3
|
Registration Rights Agreement relating to the 6.625% Senior Notes due 2020, dated as of November 2, 2010, among Rent-A-Center, Inc., the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, as representative for the initial purchasers named therein (Incorporated herein by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K dated as of November 2, 2010.)
|
|
|
4.4
|
Indenture, dated as of May 2, 2013, by and among Rent-A-Center, Inc., as Issuer, the Guarantors named therein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K dated as of May 2, 2013.)
|
|
|
4.5
|
Registration Rights Agreement relating to the 4.75% Senior Notes due 2021, dated as of May 2, 2013, among Rent-A-Center, Inc., the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, as representative for the initial purchasers named therein (Incorporated herein by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K dated as of May 2, 2013.)
|
|
|
10.1†
|
Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.)
|
|
|
10.2
|
Guarantee and Collateral Agreement, dated March 19, 2014, by and among Rent-A-Center, Inc., its subsidiaries named as guarantors therein and JPMorgan Chase Bank, N.A. as Administrative Agent (Incorporated herein by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K dated March 19, 2014.)
|
|
|
10.3
|
Franchisee Financing Agreement, dated April 30, 2002, but effective as of June 28, 2002, by and between Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.14 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)
|
|
|
10.4
|
Supplemental Letter Agreement to Franchisee Financing Agreement, dated May 26, 2003, by and between Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.23 to the registrant's Registration Statement on Form S-4 filed July 11, 2003.)
|
|
|
10.5
|
First Amendment to Franchisee Financing Agreement, dated August 30, 2005, by and among Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center East, Inc. (Incorporated herein by reference to Exhibit 10.7 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.)
|
|
|
10.6
|
Franchise Financing Agreement, dated as of August 2, 2010, between ColorTyme Finance, Inc. and Citibank, N.A. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of August 2, 2010.)
|
|
|
10.7
|
Unconditional Guaranty of Rent-A-Center, Inc., dated as of August 2, 2010, executed by Rent-A-Center, Inc. in favor of Citibank, N.A. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of August 2, 2010.)
|
|
|
10.8
|
Unconditional Guaranty of Rent-A-Center, Inc., dated as of August 2, 2010, executed by ColorTyme Finance, Inc. in favor of Citibank, N.A. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of August 2, 2010.)
|
|
|
10.9†
|
Form of Stock Option Agreement issuable to Directors pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.20 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2004.)
|
|
|
10.10†
|
Form of Stock Option Agreement issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.21 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2004.)
|
|
|
10.11†
|
Summary of Director Compensation (Incorporated herein by reference to Exhibit 10.11 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2013.)
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10.12†
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Form of Stock Compensation Agreement issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.15 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.)
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10.13†
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Form of Long-Term Incentive Cash Award issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.16 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.)
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10.14†
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Form of Loyalty and Confidentiality Agreement entered into with management (Incorporated herein by reference to Exhibit 10.14 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.)
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10.15†
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Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.17 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.)
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10.16†
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Form of Stock Option Agreement issuable to management pursuant to the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.18 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.)
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10.17†
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Form of Stock Compensation Agreement issuable to management pursuant to the Rent-A-Center, Inc. 2006 Equity Incentive Plan (Incorporated herein by reference to Exhibit 10.19 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2006.)
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10.18†
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Form of Long-Term Incentive Cash Award issuable to management pursuant to the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.20 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2006.)
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10.19†
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Rent-A-Center, Inc. 2006 Equity Incentive Plan and Amendment (Incorporated herein by reference to Exhibit 4.5 to the registrant's Registration Statement on Form S-8 filed with the SEC on January 4, 2007.)
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10.20†
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Form of Stock Option Agreement issuable to management pursuant to the Rent-A-Center, Inc. 2006 Equity Incentive Plan (Incorporated herein by reference to Exhibit 10.22 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2006.)
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10.21†
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Form of Stock Compensation Agreement issuable to management pursuant to the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.23 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2006.)
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10.22†
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Form of Stock Option Agreement issuable to Directors pursuant to the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.24 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2006.)
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10.23†
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Form of Deferred Stock Unit Award Agreement issuable to Directors pursuant to the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.23 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2010.)
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10.24†
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Form of Executive Transition Agreement entered into with management (Incorporated herein by reference to Exhibit 10.24 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.)
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10.25†
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Non-Qualified Stock Option Agreement, dated October 2, 2006, between Rent-A-Center, Inc. and Mark E. Speese (Incorporated herein by reference to Exhibit 10.23 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.)
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10.26†
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Rent-A-Center, Inc. Non-Qualified Deferred Compensation Plan (Incorporated herein by reference to Exhibit 10.28 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.)
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10.27†
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Rent-A-Center, Inc. 401-K Plan (Incorporated herein by reference to Exhibit 10.30 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2008.)
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10.28
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Credit Agreement, dated as of March 19, 2014,among Rent-A-Center, Inc., the several lenders from time to time parties thereto, Bank of America, N.A., BBVA Compass Bank, Wells Fargo Bank, N.A. and Suntrust Bank, as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated as of March 19, 2014.)
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10.29†
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Rent-A-Center East, Inc. Retirement Savings Plan for Puerto Rico Employees (Incorporated herein by reference to Exhibit 99.1 to the registrant's Registration Statement on Form S-8 filed January 28, 2011.)
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10.30
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First Amendment to Franchisee Financing Agreement between ColorTyme Finance, Inc. and Citibank, N.A., dated as of July 25, 2012 (Incorporated herein by reference to Exhibit 10.32 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.)
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10.31
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Master Confirmation Agreement, dated as of May 2, 2013, between Rent-A-Center, Inc. and Goldman Sachs & Co. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of May 2, 2013.)
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10.32
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Second Amendment to Franchisee Financing Agreement between ColorTyme Finance, Inc. and Citibank, N.A., dated as of August 30, 2013 (Incorporated herein by reference to Exhibit 10.34 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.)
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10.33
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Third Amendment to Franchisee Financing Agreement between ColorTyme Finance, Inc. and Citibank, N.A., dated as of May 1, 2014 (Incorporated herein by reference to Exhibit 10.33 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.)
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10.34*
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Waiver and Fourth Amendment to Franchisee Financing Agreement between ColorTyme Finance, Inc. and Citibank, N.A., dated as of September 1, 2014
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16.1
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Letter from Grant Thornton LLP to the Securities Exchange Commission dated December 19, 2012 (Incorporated herein by reference to Exhibit 16.1 to the registrant's Current Report on Form 8-K dated as of December 13, 2012.)
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16.2
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Letter from Grant Thornton LLP to the Securities Exchange Commission dated February 25, 2013 (Incorporated herein by reference to Exhibit 16.1 to the registrant's Current Report on Form 8-K dated as of February 25, 2013.)
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18.1*
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Preferability letter regarding change in accounting principle
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21.1
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Subsidiaries of Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 21.1 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2013.)
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31.1*
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Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by Robert D. Davis
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31.2*
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Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by Guy J. Constant
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32.1*
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Robert D. Davis
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32.2*
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Guy J. Constant
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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October 24, 2014
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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October 24, 2014
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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