(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
or
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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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Commission File No. 0-25370
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Delaware
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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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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, par value $0.01 per share
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The Nasdaq Global Select Market, Inc.
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Securities registered pursuant to Section 12(g) of the Act:
None
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Aggregate market value of the 51,850,190 shares
of Common Stock held by non-affiliates
of the registrant at the closing sales
price as reported on The Nasdaq Global Select Market, Inc. on June 30, 2016
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$
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636,720,333
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Number of shares of Common Stock outstanding as of the close of business on February 21, 2017:
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53,196,843
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Page
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•
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the general strength of the economy and other economic conditions affecting consumer preferences and spending;
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•
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factors affecting the disposable income available to our current and potential customers;
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•
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changes in the unemployment rate;
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•
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difficulties encountered in improving the financial and operational performance of our business segments;
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•
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our chief executive officer and chief financial officer transitions, including our ability to effectively operate and execute our strategies during the interim period and difficulties or delays in identifying and attracting a permanent chief executive officer and chief financial officer, each with the required level of experience and expertise;
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•
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failure to manage our store labor and other store expenses;
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•
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our ability to identify, develop and successfully execute strategic initiatives;
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•
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disruptions caused by the implementation and operation of our new store information management system, including capacity-related outages;
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our ability to successfully market smartphones and related services to our customers;
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our ability to develop and successfully implement virtual or e-commerce capabilities;
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disruptions in our supply chain;
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limitations of, or disruptions in, our distribution network;
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rapid inflation or deflation in prices of our products;
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our ability to execute and the effectiveness of a store consolidation, including our ability to retain the revenue from customer accounts merged into another store location as a result of a store consolidation;
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our available cash flow;
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our ability to identify and successfully market products and services that appeal to our customer demographic;
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consumer preferences and perceptions of our brands;
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•
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uncertainties regarding the ability to open new locations;
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•
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our ability to acquire additional stores or customer accounts on favorable terms;
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•
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our ability to control costs and increase profitability;
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our ability to retain the revenue associated with acquired customer accounts and enhance the performance of acquired stores;
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our ability to enter into new and collect on our rental or lease purchase agreements;
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the passage of legislation or adoption of regulations adversely affecting the rent-to-own industry;
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our compliance with applicable statutes or regulations governing our transactions;
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changes in interest rates;
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•
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adverse changes in the economic conditions of the industries, countries or markets that we serve;
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•
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information technology and data security costs;
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•
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the impact of any breaches in data security or other disturbances to our information technology and other networks and our ability to protect the integrity and security of individually identifiable data of our customers and employees;
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changes in our stock price, the number of shares of common stock that we may or may not repurchase, and future dividends, if any;
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changes in estimates relating to self-insurance liabilities and income tax and litigation reserves;
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changes in our effective tax rate;
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•
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fluctuations in foreign currency exchange rates;
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our ability to maintain an effective system of internal controls;
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•
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the resolution of our litigation; and
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the other risks detailed from time to time in our reports to the Securities and Exchange Commission.
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•
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achieving an optimal product mix by shifting to a higher concentration of the higher-end, aspirational products that our customers want, and which have always helped make Rent-A-Center a leader in the rent-to-own industry;
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•
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providing a better value proposition and being more customer centric, which will help us extend average rental time, translating to happier, more loyal customers that return to us in the future;
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•
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stabilizing our workforce by adding back a full-time co-worker to most of our stores, as we believe that investing in the frontline will improve customer satisfaction and business results;
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•
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utilizing technology investments and new capabilities to enable or accelerate business strategies and find innovative, engaging ways to better serve customers; and
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•
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implementing a streamlined collection process and enhancing customer service through employee training to reduce delinquencies and collection times.
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•
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achieving an optimal product mix by shifting to a higher concentration of the higher-end, aspirational products that our customers want, and which have always helped make Rent-A-Center a leader in the rent-to-own industry;
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•
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providing a better value proposition and being more customer centric, which will help us extend average rental time, translating to happier, more loyal customers that return to us in the future;
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•
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stabilizing our workforce by adding back a full-time co-worker to most of our stores, as we believe that investing in the frontline will improve customer satisfaction and business results;
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•
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utilizing technology investments and new capabilities to enable or accelerate business strategies and find innovative, engaging ways to better serve customers; and
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•
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implementing a streamlined collection process and enhancing customer service through employee training to reduce delinquencies and collection times.
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our ability to meet market expectations with respect to the growth and profitability of each of our operating segments;
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•
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quarterly variations in our results of operations, which may be impacted by, among other things, changes in same store sales or when and how many locations we acquire or open;
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•
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quarterly variations in our competitors’ results of operations;
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•
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changes in earnings estimates or buy/sell recommendations by financial analysts; and
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•
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the stock price performance of comparable companies.
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2016
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High
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Low
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Cash Dividends
Declared
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Fourth Quarter
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$13.16
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$8.00
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$0.08
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Third Quarter
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$13.73
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$10.20
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$0.08
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Second Quarter
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$15.94
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$11.21
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$0.08
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First Quarter
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$16.37
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$9.76
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$0.08
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2015
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High
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Low
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Cash Dividends
Declared
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Fourth Quarter
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$26.26
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$14.69
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$0.24
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Third Quarter
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$29.66
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$23.68
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$0.24
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Second Quarter
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$33.59
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$25.13
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$0.24
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First Quarter
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$37.23
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$26.47
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$0.24
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Year Ended December 31,
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(In thousands, except per share data)
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2016
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2015
(1)
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2014
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2013
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2012
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Consolidated Statements of Operations
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Revenues
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Store
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Rentals and fees
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$
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2,500,053
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$
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2,781,315
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$
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2,745,828
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(8)
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$
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2,695,895
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$
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2,653,925
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Merchandise sales
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351,198
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377,240
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290,048
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278,753
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300,077
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Installment sales
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74,509
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76,238
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75,889
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71,475
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67,071
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Other
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12,706
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19,158
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19,949
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18,133
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16,391
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Franchise
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Merchandise sales
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16,358
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15,577
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19,236
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24,556
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32,893
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Royalty income and fees
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8,428
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8,892
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6,846
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5,206
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5,314
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Total revenues
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2,963,252
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3,278,420
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3,157,796
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3,094,018
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3,075,671
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Cost of revenues
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Store
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Cost of rentals and fees
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664,845
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728,706
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704,595
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676,674
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642,387
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Cost of merchandise sold
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323,727
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356,696
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231,520
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216,206
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241,219
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Cost of installment sales
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24,285
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25,677
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26,084
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24,541
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23,287
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Other charges and (credits)
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—
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34,698
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(4)
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(6,836
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)
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(9)
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—
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—
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Franchise cost of merchandise sold
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15,346
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14,534
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18,070
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23,104
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31,314
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Total cost of revenues
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1,028,203
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1,160,311
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973,433
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940,525
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938,207
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Gross profit
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1,935,049
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2,118,109
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2,184,363
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2,153,493
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2,137,464
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Operating expenses
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Store expenses
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Labor
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789,049
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854,610
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888,929
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881,671
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840,377
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Other store expenses
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791,614
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833,914
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842,254
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789,212
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764,770
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General and administrative expenses
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168,907
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166,102
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162,316
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147,621
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140,039
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Depreciation, amortization and write-down of intangibles
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80,456
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80,720
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83,168
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86,912
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79,249
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Goodwill impairment charge
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151,320
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(2)
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1,170,000
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(5)
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—
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|
1,068
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—
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Other charges
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20,299
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(3)
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20,651
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(6)
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14,234
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(10)
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—
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—
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Total operating expenses
|
2,001,645
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3,125,997
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|
1,990,901
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1,906,484
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1,824,435
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Operating (loss) profit
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(66,596
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)
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(1,007,888
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)
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|
193,462
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|
|
247,009
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|
|
313,029
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Finance charges from refinancing
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—
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—
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|
|
4,213
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(11)
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—
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—
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Interest expense, net
|
46,678
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|
48,692
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|
|
46,896
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|
|
38,813
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|
|
31,223
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|||||
(Loss) earnings before income taxes
|
(113,274
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)
|
|
(1,056,580
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)
|
|
142,353
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|
|
208,196
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|
|
281,806
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|
|||||
Income tax (benefit) expense
|
(8,079
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)
|
|
(103,060
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)
|
(7)
|
45,931
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|
|
79,439
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|
|
101,788
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|
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Net (loss) earnings
|
$
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(105,195
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)
|
|
$
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(953,520
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)
|
|
$
|
96,422
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|
|
$
|
128,757
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|
|
$
|
180,018
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|
Basic (loss) earnings per common share
|
$
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(1.98
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)
|
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$
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(17.97
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)
|
|
$
|
1.82
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|
|
$
|
2.35
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|
|
$
|
3.06
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Diluted (loss) earnings per common share
|
$
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(1.98
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)
|
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$
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(17.97
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)
|
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$
|
1.81
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|
|
$
|
2.33
|
|
|
$
|
3.03
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Cash dividends declared per common share
|
$
|
0.32
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|
$
|
0.96
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|
|
$
|
0.93
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|
|
$
|
0.86
|
|
|
$
|
0.69
|
|
|
December 31,
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(Dollar amounts in thousands)
|
2016
|
|
2015
(1)
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Balance Sheet Data
|
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Rental merchandise, net
|
$
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1,001,954
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|
|
$
|
1,136,472
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|
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$
|
1,237,856
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|
|
$
|
1,124,198
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|
|
$
|
1,006,419
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|
Intangible assets, net
|
60,560
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|
|
213,899
|
|
|
1,377,992
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|
|
1,373,518
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|
|
1,352,888
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|
|||||
Total assets
|
1,602,741
|
|
|
1,974,468
|
|
|
3,271,197
|
|
|
3,018,175
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|
|
2,859,085
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|
|||||
Total debt
|
724,230
|
|
|
955,833
|
|
|
1,042,813
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|
|
916,275
|
|
|
687,500
|
|
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Total liabilities
|
1,337,808
|
|
|
1,590,878
|
|
|
1,881,802
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|
|
1,682,306
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|
|
1,403,228
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|
|||||
Total stockholders' equity
|
264,933
|
|
|
383,590
|
|
|
1,389,395
|
|
|
1,335,869
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|
|
1,455,857
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|||||
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|
|
|
|
|
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|
||||||||||
Operating Data (Unaudited)
|
|
|
|
|
|
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|
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Core U.S. and Mexico stores open at end of period
|
2,593
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|
|
2,815
|
|
|
3,001
|
|
|
3,161
|
|
|
3,098
|
|
|||||
Acceptance Now Staffed locations open at end of period
|
1,431
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|
|
1,444
|
|
|
1,406
|
|
|
1,325
|
|
|
966
|
|
|||||
Acceptance Now Direct locations open at end of period
|
478
|
|
|
532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Same store revenue (decrease) growth
(12)
|
(6.2
|
)%
|
|
5.7
|
%
|
|
1.2
|
%
|
|
(2.0
|
)%
|
|
1.4
|
%
|
|||||
Franchise stores open at end of period
|
229
|
|
|
227
|
|
|
187
|
|
|
179
|
|
|
224
|
|
(1)
|
Includes revisions for correction of deferred tax error associated with our goodwill impairment reported in the fourth quarter of 2015 as discussed in Note B in the consolidated financial statements.
|
(2)
|
Includes a $151.3 million goodwill impairment charge in the Core U.S. segment.
|
(3)
|
As discussed further in Note M, includes a $22.5 million restructuring charge primarily related to the closure of Core U.S. stores, Acceptance Now locations, and Mexico stores, partially offset by a $2.2 million litigation claims settlement
|
(4)
|
Includes a $34.7 million write-down of smartphones.
|
(5)
|
Includes a $1,170.0 million goodwill impairment charge in the Core U.S. segment.
|
(6)
|
As discussed further in Note M, includes a $7.5 million loss on the sale of Core U.S. and Canada stores, a $7.2 million charge related to the closure of Core U.S. and Mexico stores, $2.8 million of charges for start-up and warehouse closure expenses related to our sourcing and distribution initiative, a $2.0 million restructuring charge and $1.1 million of losses for other store sales and closures.
|
(7)
|
Includes $6.0 million of discrete adjustments to income tax reserves.
|
(8)
|
Includes a $0.6 million reduction of revenue due to consumer refunds as a result of an operating system programming error.
|
(9)
|
Includes a $6.8 million credit due to the settlement of a lawsuit against the manufacturers of LCD screen displays.
|
(10)
|
As discussed further in Note M, includes store closure charges of $5.1 million, corporate restructuring charges of $2.8 million, asset impairment charges of $4.6 million and a $1.8 million loss on the sale of stores in the Core U.S. segment.
|
(11)
|
Includes the effects of a $4.2 million financing expense related to the payment of debt origination costs and the write-off of unamortized financing costs.
|
(12)
|
In 2012, same store revenue growth includes revenues only of stores open throughout the full period and the comparable prior period. Beginning in 2013, new or acquired stores were added to the same store revenue base in the 13th full month of operation.
|
•
|
On December 2, 2016, Guy J. Constant resigned from his position as Chief Financial Officer and Maureen B. Short was appointed as our Interim Chief Financial Officer. Ms. Short joined the Company in 2008 and has served as Senior Vice President - Finance, Investor Relations and Treasury since November 2014.
|
•
|
On January 9, 2017, Robert D. Davis resigned from his position as Chief Executive Officer and Mark E. Speese was appointed as our Interim Chief Executive Officer. Mr. Speese has served as the Chairman of the Board since October 2001 and as one of the Company's directors since 1990.
|
|
Year Ended December 31,
|
|
2016-2015 Change
|
|
2015-2014 Change
|
||||||||||||||||||||
(Dollar amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Store
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rentals and fees
|
$
|
2,500,053
|
|
|
$
|
2,781,315
|
|
|
$
|
2,745,828
|
|
|
$
|
(281,262
|
)
|
|
(10.1
|
)%
|
|
$
|
35,487
|
|
|
1.3
|
%
|
Merchandise sales
|
351,198
|
|
|
377,240
|
|
|
290,048
|
|
|
(26,042
|
)
|
|
(6.9
|
)%
|
|
87,192
|
|
|
30.1
|
%
|
|||||
Installment sales
|
74,509
|
|
|
76,238
|
|
|
75,889
|
|
|
(1,729
|
)
|
|
(2.3
|
)%
|
|
349
|
|
|
0.5
|
%
|
|||||
Other
|
12,706
|
|
|
19,158
|
|
|
19,949
|
|
|
(6,452
|
)
|
|
(33.7
|
)%
|
|
(791
|
)
|
|
(4.0
|
)%
|
|||||
Total store revenues
|
2,938,466
|
|
|
3,253,951
|
|
|
3,131,714
|
|
|
(315,485
|
)
|
|
(9.7
|
)%
|
|
122,237
|
|
|
3.9
|
%
|
|||||
Franchise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Merchandise sales
|
16,358
|
|
|
15,577
|
|
|
19,236
|
|
|
781
|
|
|
5.0
|
%
|
|
(3,659
|
)
|
|
(19.0
|
)%
|
|||||
Royalty income and fees
|
8,428
|
|
|
8,892
|
|
|
6,846
|
|
|
(464
|
)
|
|
(5.2
|
)%
|
|
2,046
|
|
|
29.9
|
%
|
|||||
Total revenues
|
2,963,252
|
|
|
3,278,420
|
|
|
3,157,796
|
|
|
(315,168
|
)
|
|
(9.6
|
)%
|
|
120,624
|
|
|
3.8
|
%
|
|||||
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Store
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of rentals and fees
|
664,845
|
|
|
728,706
|
|
|
704,595
|
|
|
(63,861
|
)
|
|
(8.8
|
)%
|
|
24,111
|
|
|
3.4
|
%
|
|||||
Cost of merchandise sold
|
323,727
|
|
|
356,696
|
|
|
231,520
|
|
|
(32,969
|
)
|
|
(9.2
|
)%
|
|
125,176
|
|
|
54.1
|
%
|
|||||
Cost of installment sales
|
24,285
|
|
|
25,677
|
|
|
26,084
|
|
|
(1,392
|
)
|
|
(5.4
|
)%
|
|
(407
|
)
|
|
(1.6
|
)%
|
|||||
Total cost of store revenues
|
1,012,857
|
|
|
1,111,079
|
|
|
962,199
|
|
|
(98,222
|
)
|
|
(8.8
|
)%
|
|
148,880
|
|
|
15.5
|
%
|
|||||
Other charges and (credits)
|
—
|
|
|
34,698
|
|
|
(6,836
|
)
|
|
(34,698
|
)
|
|
(100.0
|
)%
|
|
41,534
|
|
|
607.6
|
%
|
|||||
Franchise cost of merchandise sold
|
15,346
|
|
|
14,534
|
|
|
18,070
|
|
|
812
|
|
|
5.6
|
%
|
|
(3,536
|
)
|
|
(19.6
|
)%
|
|||||
Total cost of revenues
|
1,028,203
|
|
|
1,160,311
|
|
|
973,433
|
|
|
(132,108
|
)
|
|
(11.4
|
)%
|
|
186,878
|
|
|
19.2
|
%
|
|||||
Gross profit
|
1,935,049
|
|
|
2,118,109
|
|
|
2,184,363
|
|
|
(183,060
|
)
|
|
(8.6
|
)%
|
|
(66,254
|
)
|
|
(3.0
|
)%
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Store expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Labor
|
789,049
|
|
|
854,610
|
|
|
888,929
|
|
|
(65,561
|
)
|
|
(7.7
|
)%
|
|
(34,319
|
)
|
|
(3.9
|
)%
|
|||||
Other store expenses
|
791,614
|
|
|
833,914
|
|
|
842,254
|
|
|
(42,300
|
)
|
|
(5.1
|
)%
|
|
(8,340
|
)
|
|
(1.0
|
)%
|
|||||
General and administrative
|
168,907
|
|
|
166,102
|
|
|
162,316
|
|
|
2,805
|
|
|
1.7
|
%
|
|
3,786
|
|
|
2.3
|
%
|
|||||
Depreciation, amortization and write-down of intangibles
|
80,456
|
|
|
80,720
|
|
|
83,168
|
|
|
(264
|
)
|
|
(0.3
|
)%
|
|
(2,448
|
)
|
|
(2.9
|
)%
|
|||||
Goodwill impairment charge
|
151,320
|
|
|
1,170,000
|
|
|
—
|
|
|
(1,018,680
|
)
|
|
—
|
|
|
1,170,000
|
|
|
—
|
|
|||||
Other charges
|
20,299
|
|
|
20,651
|
|
|
14,234
|
|
|
(352
|
)
|
|
(1.7
|
)%
|
|
6,417
|
|
|
45.1
|
%
|
|||||
Total operating expenses
|
2,001,645
|
|
|
3,125,997
|
|
|
1,990,901
|
|
|
(1,124,352
|
)
|
|
(36.0
|
)%
|
|
1,135,096
|
|
|
57.0
|
%
|
|||||
Operating (loss) profit
|
(66,596
|
)
|
|
(1,007,888
|
)
|
|
193,462
|
|
|
941,292
|
|
|
93.4
|
%
|
|
(1,201,350
|
)
|
|
(621.0
|
)%
|
|||||
Finance charges from refinancing
|
—
|
|
|
—
|
|
|
4,213
|
|
|
—
|
|
|
—
|
%
|
|
(4,213
|
)
|
|
(100.0
|
)%
|
|||||
Interest, net
|
46,678
|
|
|
48,692
|
|
|
46,896
|
|
|
(2,014
|
)
|
|
(4.1
|
)%
|
|
1,796
|
|
|
3.8
|
%
|
|||||
(Loss) earnings before income taxes
|
(113,274
|
)
|
|
(1,056,580
|
)
|
|
142,353
|
|
|
943,306
|
|
|
89.3
|
%
|
|
(1,198,933
|
)
|
|
(842.2
|
)%
|
|||||
Income tax (benefit) expense
|
(8,079
|
)
|
|
(103,060
|
)
|
|
45,931
|
|
|
94,981
|
|
|
92.2
|
%
|
|
(148,991
|
)
|
|
(324.4
|
)%
|
|||||
Net (loss) earnings
|
$
|
(105,195
|
)
|
|
$
|
(953,520
|
)
|
|
$
|
96,422
|
|
|
$
|
848,325
|
|
|
89.0
|
%
|
|
$
|
(1,049,942
|
)
|
|
(1,088.9
|
)%
|
|
Year Ended December 31,
|
|
2016-2015 Change
|
|
2015-2014 Change
|
||||||||||||||||||||
(Dollar amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Revenues
|
$
|
2,069,725
|
|
|
$
|
2,371,823
|
|
|
$
|
2,414,659
|
|
|
$
|
(302,098
|
)
|
|
(12.7
|
)%
|
|
$
|
(42,836
|
)
|
|
(1.8
|
)%
|
Gross profit
|
1,467,679
|
|
|
1,644,840
|
|
|
1,753,269
|
|
|
(177,161
|
)
|
|
(10.8
|
)%
|
|
(108,429
|
)
|
|
(6.2
|
)%
|
|||||
Operating (loss) profit
|
(1,020
|
)
|
|
(959,447
|
)
|
|
264,967
|
|
|
958,427
|
|
|
(99.9
|
)%
|
|
(1,224,414
|
)
|
|
(462.1
|
)%
|
|||||
Change in same store revenue
|
|
|
|
|
|
|
|
|
|
(9.0
|
)%
|
|
|
|
|
0.1
|
%
|
||||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
|
|
2,053
|
|
|
|
|
2,679
|
|
|
Year Ended December 31,
|
|
2016-2015 Change
|
|
2015-2014 Change
|
||||||||||||||||||||
(Dollar amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Revenues
|
$
|
817,814
|
|
|
$
|
818,325
|
|
|
$
|
644,853
|
|
|
$
|
(511
|
)
|
|
(0.1
|
)%
|
|
$
|
173,472
|
|
|
26.9
|
%
|
Gross profit
|
422,381
|
|
|
420,980
|
|
|
372,012
|
|
|
1,401
|
|
|
0.3
|
%
|
|
48,968
|
|
|
13.2
|
%
|
|||||
Operating profit
|
105,925
|
|
|
123,971
|
|
|
112,918
|
|
|
(18,046
|
)
|
|
(14.6
|
)%
|
|
11,053
|
|
|
9.8
|
%
|
|||||
Change in same store revenue
|
|
|
|
|
|
|
|
|
|
(0.4
|
)%
|
|
|
|
25.8
|
%
|
|||||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
|
|
1,297
|
|
|
|
|
1,286
|
|
|
Year Ended December 31,
|
|
2016-2015 Change
|
|
2015-2014 Change
|
||||||||||||||||||||
(Dollar amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Revenues
|
$
|
50,927
|
|
|
$
|
63,803
|
|
|
$
|
72,202
|
|
|
$
|
(12,876
|
)
|
|
(20.2
|
)%
|
|
$
|
(8,399
|
)
|
|
(11.6
|
)%
|
Gross profit
|
35,549
|
|
|
42,354
|
|
|
51,070
|
|
|
(6,805
|
)
|
|
(16.1
|
)%
|
|
(8,716
|
)
|
|
(17.1
|
)%
|
|||||
Operating loss
|
(2,449
|
)
|
|
(14,149
|
)
|
|
(21,961
|
)
|
|
11,700
|
|
|
(82.7
|
)%
|
|
7,812
|
|
|
(35.6
|
)%
|
|||||
Change in same store revenue
|
|
|
|
|
|
|
|
|
|
6.6
|
%
|
|
|
|
9.6
|
%
|
|||||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
|
|
119
|
|
|
|
|
140
|
|
|
Year Ended December 31,
|
|
2016-2015 Change
|
|
2015-2014 Change
|
||||||||||||||||||||
(Dollar amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Revenues
|
$
|
24,786
|
|
|
$
|
24,469
|
|
|
$
|
26,082
|
|
|
$
|
317
|
|
|
1.3
|
%
|
|
$
|
(1,613
|
)
|
|
(6.2
|
)%
|
Gross profit
|
9,440
|
|
|
9,935
|
|
|
8,012
|
|
|
(495
|
)
|
|
(5.0
|
)%
|
|
1,923
|
|
|
24.0
|
%
|
|||||
Operating profit
|
5,650
|
|
|
5,793
|
|
|
3,295
|
|
|
(143
|
)
|
|
(2.5
|
)%
|
|
2,498
|
|
|
75.8
|
%
|
(In thousands, except per share data)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
835,652
|
|
|
$
|
749,619
|
|
|
$
|
693,877
|
|
|
$
|
684,104
|
|
Gross profit
|
534,944
|
|
|
500,158
|
|
|
457,226
|
|
|
442,721
|
|
||||
Operating profit (loss)
|
48,430
|
|
|
27,550
|
|
|
16,700
|
|
|
(159,276
|
)
|
||||
Net earnings (loss)
|
25,061
|
|
|
9,946
|
|
|
6,181
|
|
|
(146,383
|
)
|
||||
Basic earnings (loss) per common share
|
$
|
0.47
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
(2.76
|
)
|
Diluted earnings (loss) per common share
|
$
|
0.47
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
(2.76
|
)
|
Cash dividends declared per common share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
(In thousands, except per share data)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
(1)
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
877,639
|
|
|
$
|
815,343
|
|
|
$
|
791,605
|
|
|
$
|
793,833
|
|
Gross profit
|
564,593
|
|
|
538,529
|
|
|
488,612
|
|
|
526,375
|
|
||||
Operating profit (loss)
|
56,598
|
|
|
49,701
|
|
|
6,565
|
|
|
(1,120,752
|
)
|
||||
Net earnings (loss)
|
27,298
|
|
|
23,147
|
|
|
(4,092
|
)
|
|
(999,873
|
)
|
||||
Basic earnings (loss) per common share
|
$
|
0.51
|
|
|
$
|
0.44
|
|
|
$
|
(0.08
|
)
|
|
$
|
(18.84
|
)
|
Diluted earnings (loss) per common share
|
$
|
0.51
|
|
|
$
|
0.43
|
|
|
$
|
(0.08
|
)
|
|
$
|
(18.84
|
)
|
Cash dividends declared per common share
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
(As a percentage of revenues)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit
|
64.0
|
%
|
|
66.7
|
%
|
|
65.9
|
%
|
|
64.7
|
%
|
Operating profit (loss)
|
5.8
|
%
|
|
3.7
|
%
|
|
2.4
|
%
|
|
(23.3
|
)%
|
Net earnings (loss)
|
3.0
|
%
|
|
1.3
|
%
|
|
0.9
|
%
|
|
(21.4
|
)%
|
(As a percentage of revenues)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit
|
64.3
|
%
|
|
66.0
|
%
|
|
61.7
|
%
|
|
66.3
|
%
|
Operating profit (loss)
|
6.4
|
%
|
|
6.1
|
%
|
|
0.8
|
%
|
|
(141.2
|
)%
|
Net earnings (loss)
|
3.1
|
%
|
|
2.8
|
%
|
|
(0.5
|
)%
|
|
(126.0
|
)%
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Customer stolen merchandise
|
$
|
169,021
|
|
|
$
|
154,781
|
|
|
$
|
137,107
|
|
Other merchandise losses
(1)
|
49,731
|
|
|
52,003
|
|
|
41,770
|
|
|||
Total merchandise losses
|
$
|
218,752
|
|
|
$
|
206,784
|
|
|
$
|
178,877
|
|
(1)
|
Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims.
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now Staffed
|
|
Acceptance Now Direct
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||||
Locations at beginning of period
|
2,672
|
|
|
1,444
|
|
|
532
|
|
|
143
|
|
|
227
|
|
|
5,018
|
|
||||||
New location openings
|
—
|
|
|
171
|
|
|
67
|
|
|
1
|
|
|
2
|
|
|
241
|
|
||||||
Acquired locations remaining open
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||
Conversions
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Closed locations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Merged with existing locations
|
(185
|
)
|
|
(185
|
)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(375
|
)
|
||||||
Sold or closed with no surviving location
|
(24
|
)
|
|
—
|
|
|
(119
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|
(157
|
)
|
||||||
Locations at end of period
|
2,463
|
|
|
1,431
|
|
|
478
|
|
|
130
|
|
|
229
|
|
|
4,731
|
|
||||||
Acquired locations closed and accounts merged with existing locations
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Total approximate purchase price
(in millions)
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now Staffed
|
|
Acceptance Now Direct
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||||
Locations at beginning of period
|
2,824
|
|
|
1,406
|
|
|
—
|
|
|
177
|
|
|
187
|
|
|
4,594
|
|
||||||
New location openings
|
—
|
|
|
161
|
|
|
505
|
|
|
—
|
|
|
11
|
|
|
677
|
|
||||||
Acquired locations remaining open
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Conversions
|
(40
|
)
|
|
(29
|
)
|
|
29
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||||
Closed locations
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
||||||||||
Merged with existing locations
|
(83
|
)
|
|
(94
|
)
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(211
|
)
|
||||||
Sold or closed with no surviving location
|
(34
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(11
|
)
|
|
(47
|
)
|
||||||
Locations at end of period
|
2,672
|
|
|
1,444
|
|
|
532
|
|
|
143
|
|
|
227
|
|
|
5,018
|
|
||||||
Acquired locations closed and accounts merged with existing locations
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||
Total approximate purchase price (
in millions
)
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.5
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Core U.S.
|
|
Acceptance Now Staffed
|
Acceptance Now Direct
|
|
Mexico
|
|
Franchising
|
|
Total
|
|||||||||||||
Locations at beginning of period
|
3,010
|
|
|
1,325
|
|
|
—
|
|
|
151
|
|
|
179
|
|
|
4,665
|
|
||||||
New location openings
|
10
|
|
|
209
|
|
|
—
|
|
|
31
|
|
|
30
|
|
|
280
|
|
||||||
Acquired locations remaining open
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Closed locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Merged with existing locations
|
(163
|
)
|
|
(127
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(295
|
)
|
||||||
Sold or closed with no surviving location
|
(39
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(62
|
)
|
||||||
Locations at end of period
|
2,824
|
|
|
1,406
|
|
|
—
|
|
|
177
|
|
|
187
|
|
|
4,594
|
|
||||||
Acquired locations closed and accounts merged with existing locations
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Total approximate purchase price
(in millions)
|
$
|
21.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21.2
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Senior Term Debt
(1)
|
$
|
191,813
|
|
|
$
|
2,250
|
|
|
$
|
4,500
|
|
|
$
|
185,063
|
|
|
$
|
—
|
|
6.625% Senior Notes
(2)
|
370,316
|
|
|
19,394
|
|
|
38,788
|
|
|
312,134
|
|
|
—
|
|
|||||
4.75% Senior Notes
(3)
|
303,437
|
|
|
11,875
|
|
|
23,750
|
|
|
267,812
|
|
|
—
|
|
|||||
Operating Leases
|
487,622
|
|
|
165,187
|
|
|
224,991
|
|
|
92,188
|
|
|
5,256
|
|
|||||
Total contractual cash obligations
(4)
|
$
|
1,353,188
|
|
|
$
|
198,706
|
|
|
$
|
292,029
|
|
|
$
|
857,197
|
|
|
$
|
5,256
|
|
(1)
|
Does not include interest payments. Our senior term debt bears interest at varying rates equal to the Eurodollar rate (not less than 0.75%) plus 3.00% or the prime rate plus 2.00% at our election. The Eurodollar rate on our senior term debt at
December 31, 2016
was 0.91%.
|
(2)
|
Includes interest payments of $9.7 million on each May 15 and November 15 of each year.
|
(3)
|
Includes interest payments of $5.9 million on each May 1 and November 1 of each year.
|
(4)
|
As of
December 31, 2016
, we have $33.7 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.
|
|
Page
|
Rent-A-Center, Inc. and Subsidiaries
|
|
|
|
/s/ KPMG LLP
|
|
Dallas, Texas
|
March 1, 2017
|
/s/ KPMG LLP
|
|
Dallas, Texas
|
March 1, 2017
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
||||||||
Store
|
|
|
|
|
|
||||||
Rentals and fees
|
$
|
2,500,053
|
|
|
$
|
2,781,315
|
|
|
$
|
2,745,828
|
|
Merchandise sales
|
351,198
|
|
|
377,240
|
|
|
290,048
|
|
|||
Installment sales
|
74,509
|
|
|
76,238
|
|
|
75,889
|
|
|||
Other
|
12,706
|
|
|
19,158
|
|
|
19,949
|
|
|||
Total store revenues
|
2,938,466
|
|
|
3,253,951
|
|
|
3,131,714
|
|
|||
Franchise
|
|
|
|
|
|
||||||
Merchandise sales
|
16,358
|
|
|
15,577
|
|
|
19,236
|
|
|||
Royalty income and fees
|
8,428
|
|
|
8,892
|
|
|
6,846
|
|
|||
Total revenues
|
2,963,252
|
|
|
3,278,420
|
|
|
3,157,796
|
|
|||
Cost of revenues
|
|
|
|
|
|
||||||
Store
|
|
|
|
|
|
||||||
Cost of rentals and fees
|
664,845
|
|
|
728,706
|
|
|
704,595
|
|
|||
Cost of merchandise sold
|
323,727
|
|
|
356,696
|
|
|
231,520
|
|
|||
Cost of installment sales
|
24,285
|
|
|
25,677
|
|
|
26,084
|
|
|||
Total cost of store revenues
|
1,012,857
|
|
|
1,111,079
|
|
|
962,199
|
|
|||
Other charges and (credits)
|
—
|
|
|
34,698
|
|
|
(6,836
|
)
|
|||
Franchise cost of merchandise sold
|
15,346
|
|
|
14,534
|
|
|
18,070
|
|
|||
Total cost of revenues
|
1,028,203
|
|
|
1,160,311
|
|
|
973,433
|
|
|||
Gross profit
|
1,935,049
|
|
|
2,118,109
|
|
|
2,184,363
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Store expenses
|
|
|
|
|
|
||||||
Labor
|
789,049
|
|
|
854,610
|
|
|
888,929
|
|
|||
Other store expenses
|
791,614
|
|
|
833,914
|
|
|
842,254
|
|
|||
General and administrative expenses
|
168,907
|
|
|
166,102
|
|
|
162,316
|
|
|||
Depreciation, amortization and write-down of intangibles
|
80,456
|
|
|
80,720
|
|
|
83,168
|
|
|||
Goodwill impairment charge
|
151,320
|
|
|
1,170,000
|
|
|
—
|
|
|||
Other charges
|
20,299
|
|
|
20,651
|
|
|
14,234
|
|
|||
Total operating expenses
|
2,001,645
|
|
|
3,125,997
|
|
|
1,990,901
|
|
|||
Operating (loss) profit
|
(66,596
|
)
|
|
(1,007,888
|
)
|
|
193,462
|
|
|||
Finance charges from refinancing
|
—
|
|
|
—
|
|
|
4,213
|
|
|||
Interest expense
|
47,181
|
|
|
49,326
|
|
|
47,843
|
|
|||
Interest income
|
(503
|
)
|
|
(634
|
)
|
|
(947
|
)
|
|||
(Loss) earnings before income taxes
|
(113,274
|
)
|
|
(1,056,580
|
)
|
|
142,353
|
|
|||
Income tax (benefit) expense
|
(8,079
|
)
|
|
(103,060
|
)
|
|
45,931
|
|
|||
Net (loss) earnings
|
$
|
(105,195
|
)
|
|
$
|
(953,520
|
)
|
|
$
|
96,422
|
|
Basic (loss) earnings per common share
|
$
|
(1.98
|
)
|
|
$
|
(17.97
|
)
|
|
$
|
1.82
|
|
Diluted (loss) earnings per common share
|
$
|
(1.98
|
)
|
|
$
|
(17.97
|
)
|
|
$
|
1.81
|
|
Cash dividends declared per common share
|
$
|
0.32
|
|
|
$
|
0.96
|
|
|
$
|
0.93
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) earnings
|
$
|
(105,195
|
)
|
|
$
|
(953,520
|
)
|
|
$
|
96,422
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(5,188
|
)
|
|
(6,399
|
)
|
|
(4,656
|
)
|
|||
Total other comprehensive loss
|
(5,188
|
)
|
|
(6,399
|
)
|
|
(4,656
|
)
|
|||
Comprehensive income (loss)
|
$
|
(110,383
|
)
|
|
$
|
(959,919
|
)
|
|
$
|
91,766
|
|
|
December 31,
|
||||||
(In thousands, except share and par value data)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
95,396
|
|
|
$
|
60,363
|
|
Receivables, net of allowance for doubtful accounts of $3,593 and $3,614 in 2016 and 2015, respectively
|
69,785
|
|
|
69,320
|
|
||
Prepaid expenses and other assets
|
54,989
|
|
|
158,807
|
|
||
Rental merchandise, net
|
|
|
|
||||
On rent
|
795,118
|
|
|
907,625
|
|
||
Held for rent
|
206,836
|
|
|
228,847
|
|
||
Merchandise held for installment sale
|
3,629
|
|
|
4,668
|
|
||
Property assets, net of accumulated depreciation of $522,101 and $482,448 in 2016 and 2015, respectively
|
316,428
|
|
|
330,939
|
|
||
Goodwill
|
55,308
|
|
|
206,122
|
|
||
Other intangible assets, net
|
5,252
|
|
|
7,777
|
|
||
Total assets
|
$
|
1,602,741
|
|
|
$
|
1,974,468
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable — trade
|
$
|
108,238
|
|
|
$
|
96,355
|
|
Accrued liabilities
|
332,196
|
|
|
332,553
|
|
||
Deferred income taxes
|
173,144
|
|
|
206,137
|
|
||
Senior debt, net
|
186,747
|
|
|
419,648
|
|
||
Senior notes, net
|
537,483
|
|
|
536,185
|
|
||
Total liabilities
|
1,337,808
|
|
|
1,590,878
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Common stock, $.01 par value; 250,000,000 shares authorized; 109,519,369 and 109,441,911 shares issued in 2016 and 2015, respectively
|
1,095
|
|
|
1,094
|
|
||
Additional paid-in capital
|
827,107
|
|
|
818,339
|
|
||
Retained earnings
|
800,640
|
|
|
922,878
|
|
||
Treasury stock at cost, 56,369,752 shares in 2016 and 2015
|
(1,347,677
|
)
|
|
(1,347,677
|
)
|
||
Accumulated other comprehensive loss
|
(16,232
|
)
|
|
(11,044
|
)
|
||
Total stockholders' equity
|
264,933
|
|
|
383,590
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,602,741
|
|
|
$
|
1,974,468
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance at January 1, 2014
|
109,108
|
|
|
$
|
1,091
|
|
|
$
|
802,124
|
|
|
$
|
1,880,320
|
|
|
$
|
(1,347,677
|
)
|
|
$
|
11
|
|
|
$
|
1,335,869
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
96,422
|
|
|
—
|
|
|
—
|
|
|
96,422
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,656
|
)
|
|
(4,656
|
)
|
||||||
Exercise of stock options
|
212
|
|
|
2
|
|
|
4,645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,647
|
|
||||||
Vesting of restricted share units
|
33
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Tax effect of stock awards vested and options exercised
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,559
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,297
|
)
|
|
—
|
|
|
—
|
|
|
(49,297
|
)
|
||||||
Balance at December 31, 2014
|
109,353
|
|
|
1,094
|
|
|
813,178
|
|
|
1,927,445
|
|
|
(1,347,677
|
)
|
|
(4,645
|
)
|
|
1,389,395
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(953,520
|
)
|
|
—
|
|
|
—
|
|
|
(953,520
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,399
|
)
|
|
(6,399
|
)
|
||||||
Exercise of stock options
|
66
|
|
|
—
|
|
|
1,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,485
|
|
||||||
Vesting of restricted share units
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax effect of stock awards vested and options exercised
|
—
|
|
|
—
|
|
|
(5,865
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,865
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9,541
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,541
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,047
|
)
|
|
—
|
|
|
—
|
|
|
(51,047
|
)
|
||||||
Balance at December 31, 2015
|
109,442
|
|
|
1,094
|
|
|
818,339
|
|
|
922,878
|
|
|
(1,347,677
|
)
|
|
(11,044
|
)
|
|
383,590
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,195
|
)
|
|
—
|
|
|
—
|
|
|
(105,195
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,188
|
)
|
|
(5,188
|
)
|
||||||
Vesting of restricted share units
|
77
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax effect of stock awards vested and options expired
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9,209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,209
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,043
|
)
|
|
—
|
|
|
—
|
|
|
(17,043
|
)
|
||||||
Balance at December 31, 2016
|
109,519
|
|
|
$
|
1,095
|
|
|
$
|
827,107
|
|
|
$
|
800,640
|
|
|
$
|
(1,347,677
|
)
|
|
$
|
(16,232
|
)
|
|
$
|
264,933
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net (loss) earnings
|
$
|
(105,195
|
)
|
|
$
|
(953,520
|
)
|
|
$
|
96,422
|
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation of rental merchandise
|
657,090
|
|
|
718,100
|
|
|
685,115
|
|
|||
Bad debt expense
|
15,449
|
|
|
15,260
|
|
|
15,509
|
|
|||
Stock-based compensation expense
|
9,209
|
|
|
9,541
|
|
|
6,559
|
|
|||
Depreciation of property assets
|
77,361
|
|
|
76,429
|
|
|
78,747
|
|
|||
Loss on sale or disposal of property assets
|
3,718
|
|
|
11,897
|
|
|
10,363
|
|
|||
Goodwill impairment charge
|
151,320
|
|
|
1,170,000
|
|
|
—
|
|
|||
Amortization of intangibles
|
2,176
|
|
|
3,333
|
|
|
2,955
|
|
|||
Amortization of financing fees
|
2,217
|
|
|
3,126
|
|
|
3,218
|
|
|||
Deferred income taxes
|
(32,994
|
)
|
|
(144,818
|
)
|
|
26,796
|
|
|||
Excess tax benefit related to stock awards
|
—
|
|
|
(86
|
)
|
|
(331
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions
|
|
|
|
|
|
||||||
Rental merchandise
|
(523,697
|
)
|
|
(622,149
|
)
|
|
(796,672
|
)
|
|||
Receivables
|
(15,914
|
)
|
|
(19,088
|
)
|
|
(21,823
|
)
|
|||
Prepaid expenses and other assets
|
104,379
|
|
|
31,636
|
|
|
(130,690
|
)
|
|||
Accounts payable — trade
|
11,883
|
|
|
(45,523
|
)
|
|
21,440
|
|
|||
Accrued liabilities
|
(3,267
|
)
|
|
(23,650
|
)
|
|
21,505
|
|
|||
Net cash provided by operating activities
|
353,735
|
|
|
230,488
|
|
|
19,113
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchase of property assets
|
(61,143
|
)
|
|
(80,870
|
)
|
|
(83,785
|
)
|
|||
Proceeds from sale of property assets
|
5,262
|
|
|
15,964
|
|
|
14,474
|
|
|||
Acquisitions of businesses
|
(3,098
|
)
|
|
(25,170
|
)
|
|
(27,354
|
)
|
|||
Net cash used in investing activities
|
(58,979
|
)
|
|
(90,076
|
)
|
|
(96,665
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Exercise of stock options
|
—
|
|
|
1,485
|
|
|
4,647
|
|
|||
Excess tax benefit related to stock awards
|
—
|
|
|
86
|
|
|
331
|
|
|||
Proceeds from debt
|
52,245
|
|
|
531,180
|
|
|
772,860
|
|
|||
Repayments of debt
|
(286,065
|
)
|
|
(605,620
|
)
|
|
(646,323
|
)
|
|||
Dividends paid
|
(25,554
|
)
|
|
(51,011
|
)
|
|
(48,663
|
)
|
|||
Net cash provided by (used in) financing activities
|
(259,374
|
)
|
|
(123,880
|
)
|
|
82,852
|
|
|||
Effect of exchange rate changes on cash
|
(349
|
)
|
|
(2,295
|
)
|
|
(1,448
|
)
|
|||
Net increase in cash and cash equivalents
|
35,033
|
|
|
14,237
|
|
|
3,852
|
|
|||
Cash and cash equivalents at beginning of year
|
60,363
|
|
|
46,126
|
|
|
42,274
|
|
|||
Cash and cash equivalents at end of year
|
$
|
95,396
|
|
|
$
|
60,363
|
|
|
$
|
46,126
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
44,469
|
|
|
$
|
49,386
|
|
|
$
|
48,064
|
|
Income taxes (excludes $84,884, $116,337 and $3,372 of income taxes refunded in 2016, 2015 and 2014, respectively)
|
$
|
18,536
|
|
|
$
|
128,083
|
|
|
$
|
146,250
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Installment sales receivable
|
$
|
55,834
|
|
|
$
|
57,010
|
|
Trade and notes receivables
|
14,067
|
|
|
15,924
|
|
||
Other receivables
|
3,477
|
|
|
—
|
|
||
Total receivables
|
73,378
|
|
|
72,934
|
|
||
Less allowance for doubtful accounts
|
(3,593
|
)
|
|
(3,614
|
)
|
||
Total receivables, net of allowance for doubtful accounts
|
$
|
69,785
|
|
|
$
|
69,320
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning allowance for doubtful accounts
|
$
|
3,614
|
|
|
$
|
4,023
|
|
|
$
|
3,700
|
|
Bad debt expense
|
15,449
|
|
|
15,260
|
|
|
15,509
|
|
|||
Accounts written off
|
(16,095
|
)
|
|
(16,317
|
)
|
|
(15,718
|
)
|
|||
Recoveries
|
625
|
|
|
648
|
|
|
532
|
|
|||
Ending allowance for doubtful accounts
|
$
|
3,593
|
|
|
$
|
3,614
|
|
|
$
|
4,023
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
On rent
|
|
|
|
||||
Cost
|
$
|
1,338,670
|
|
|
$
|
1,527,384
|
|
Less accumulated depreciation
|
(543,552
|
)
|
|
(619,759
|
)
|
||
Net book value, on rent
|
$
|
795,118
|
|
|
$
|
907,625
|
|
Held for rent
|
|
|
|
||||
Cost
|
$
|
255,857
|
|
|
$
|
297,956
|
|
Less accumulated depreciation
|
(49,021
|
)
|
|
(69,109
|
)
|
||
Net book value, held for rent
|
$
|
206,836
|
|
|
$
|
228,847
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Furniture and equipment
|
$
|
522,036
|
|
|
$
|
409,076
|
|
Transportation equipment
|
11,854
|
|
|
11,807
|
|
||
Building and leasehold improvements
|
274,118
|
|
|
294,221
|
|
||
Land and land improvements
|
6,747
|
|
|
6,747
|
|
||
Construction in progress
|
23,774
|
|
|
91,536
|
|
||
Total property assets
|
838,529
|
|
|
813,387
|
|
||
Less accumulated depreciation
|
(522,101
|
)
|
|
(482,448
|
)
|
||
Total property assets, net of accumulated depreciation
|
$
|
316,428
|
|
|
$
|
330,939
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(Dollar amounts in thousands)
|
Avg.
Life
(years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
2
|
|
$
|
79,106
|
|
|
$
|
78,707
|
|
|
$
|
78,887
|
|
|
$
|
76,830
|
|
Vendor relationships
|
11
|
|
7,538
|
|
|
3,408
|
|
|
7,538
|
|
|
2,840
|
|
||||
Non-compete agreements
|
3
|
|
6,746
|
|
|
6,023
|
|
|
6,746
|
|
|
5,724
|
|
||||
Total other intangible assets
|
|
|
$
|
93,390
|
|
|
$
|
88,138
|
|
|
$
|
93,171
|
|
|
$
|
85,394
|
|
Year Ended December 31, 2016
|
$
|
2,176
|
|
Year Ended December 31, 2015
|
$
|
3,333
|
|
Year Ended December 31, 2014
|
$
|
2,955
|
|
(In thousands)
|
Estimated
Amortization Expense
|
||
2017
|
$
|
1,195
|
|
2018
|
684
|
|
|
2019
|
678
|
|
|
2020
|
465
|
|
|
2021
|
445
|
|
|
Thereafter
|
1,785
|
|
|
Total amortization expense
|
$
|
5,252
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Beginning goodwill balance
|
$
|
206,122
|
|
|
$
|
1,370,459
|
|
Additions from acquisitions
|
1,442
|
|
|
12,942
|
|
||
Goodwill impairments and write-offs related to stores sold or closed
|
(152,239
|
)
|
|
(1,177,581
|
)
|
||
Post purchase price allocation adjustments
|
(17
|
)
|
|
302
|
|
||
Ending goodwill balance
|
$
|
55,308
|
|
|
$
|
206,122
|
|
|
Year Ended December 31,
|
||||||||||
(Dollar amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Number of stores acquired remaining open
|
—
|
|
|
5
|
|
|
6
|
|
|||
Number of stores acquired that were merged with existing stores
|
3
|
|
|
34
|
|
|
13
|
|
|||
Number of transactions
|
3
|
|
|
24
|
|
|
26
|
|
|||
Total purchase price
|
$
|
2,302
|
|
|
$
|
25,488
|
|
|
$
|
26,653
|
|
Amounts allocated to:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
1,442
|
|
|
$
|
12,942
|
|
|
$
|
14,562
|
|
Non-compete agreements
|
—
|
|
|
1,166
|
|
|
—
|
|
|||
Customer relationships
|
181
|
|
|
2,625
|
|
|
1,525
|
|
|||
Rental merchandise
|
679
|
|
|
8,755
|
|
|
9,731
|
|
|||
Property and other assets
|
—
|
|
|
—
|
|
|
835
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Accrued insurance costs
|
$
|
125,172
|
|
|
$
|
121,844
|
|
Deferred revenue
|
58,255
|
|
|
60,535
|
|
||
Accrued compensation
|
40,551
|
|
|
42,940
|
|
||
Taxes other than income
|
22,556
|
|
|
20,081
|
|
||
Deferred compensation
|
11,394
|
|
|
10,489
|
|
||
Accrued interest payable
|
5,808
|
|
|
5,781
|
|
||
Deferred rent
|
5,199
|
|
|
6,882
|
|
||
Accrued dividends
|
4,262
|
|
|
12,773
|
|
||
Accrued other
|
58,999
|
|
|
51,228
|
|
||
Total Accrued liabilities
|
$
|
332,196
|
|
|
$
|
332,553
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Tax at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Goodwill impairment
|
(29.3
|
)%
|
|
(27.0
|
)%
|
|
—
|
%
|
State income taxes
|
3.3
|
%
|
|
2.8
|
%
|
|
1.8
|
%
|
Effect of foreign operations, net of foreign tax credits
|
(0.2
|
)%
|
|
—
|
%
|
|
(4.4
|
)%
|
Effect of current and prior year credits
|
2.9
|
%
|
|
0.5
|
%
|
|
(3.5
|
)%
|
Adjustments to deferred taxes
|
0.6
|
%
|
|
—
|
%
|
|
(2.4
|
)%
|
Valuation allowance
|
(6.6
|
)%
|
|
(1.0
|
)%
|
|
6.2
|
%
|
Other, net
|
1.4
|
%
|
|
(0.5
|
)%
|
|
(0.4
|
)%
|
Effective income tax rate
|
7.1
|
%
|
|
9.8
|
%
|
|
32.3
|
%
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
23,752
|
|
|
$
|
29,668
|
|
|
$
|
14,943
|
|
State
|
779
|
|
|
(6,432
|
)
|
|
4,032
|
|
|||
Foreign
|
(582
|
)
|
|
2,575
|
|
|
1,673
|
|
|||
Total current
|
23,949
|
|
|
25,811
|
|
|
20,648
|
|
|||
Deferred (benefit) expense
|
|
|
|
|
|
||||||
Federal
|
(27,307
|
)
|
|
(100,139
|
)
|
|
24,556
|
|
|||
State
|
(6,586
|
)
|
|
(28,143
|
)
|
|
(90
|
)
|
|||
Foreign
|
1,865
|
|
|
(589
|
)
|
|
817
|
|
|||
Total deferred
|
(32,028
|
)
|
|
(128,871
|
)
|
|
25,283
|
|
|||
Total income tax (benefit) expense
|
$
|
(8,079
|
)
|
|
$
|
(103,060
|
)
|
|
$
|
45,931
|
|
|
December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
State net operating loss carryforwards
|
$
|
17,538
|
|
|
$
|
16,032
|
|
Foreign net operating loss carryforwards
|
17,234
|
|
|
20,396
|
|
||
Accrued liabilities
|
70,733
|
|
|
62,115
|
|
||
Intangible assets
|
43,662
|
|
|
29,913
|
|
||
Other assets including credits
|
7,497
|
|
|
5,413
|
|
||
Foreign tax credit carryforwards
|
13,576
|
|
|
13,576
|
|
||
Total deferred tax assets
|
170,240
|
|
|
147,445
|
|
||
Valuation allowance
|
(35,410
|
)
|
|
(31,829
|
)
|
||
Deferred tax assets, net
|
134,830
|
|
|
115,616
|
|
||
|
|
|
|
||||
Rental merchandise
|
(234,211
|
)
|
|
(263,158
|
)
|
||
Property assets
|
(73,763
|
)
|
|
(56,888
|
)
|
||
Total deferred tax liabilities
|
(307,974
|
)
|
|
(320,046
|
)
|
||
Net deferred taxes
|
$
|
(173,144
|
)
|
|
$
|
(204,430
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning unrecognized tax benefit balance
|
$
|
27,164
|
|
|
$
|
13,376
|
|
|
$
|
13,173
|
|
Additions based on tax positions related to current year
|
773
|
|
|
1,508
|
|
|
425
|
|
|||
Additions for tax positions of prior years
|
8,396
|
|
|
20,684
|
|
|
2,400
|
|
|||
Reductions for tax positions of prior years
|
(2,246
|
)
|
|
(8,354
|
)
|
|
(2,225
|
)
|
|||
Settlements
|
(364
|
)
|
|
(50
|
)
|
|
(397
|
)
|
|||
Ending unrecognized tax benefit balance
|
$
|
33,723
|
|
|
$
|
27,164
|
|
|
$
|
13,376
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In thousands)
|
Facility
Maturity
|
|
Maximum
Facility
|
|
Amount
Outstanding
|
|
Amount
Available
|
|
Maximum
Facility
|
|
Amount
Outstanding
|
|
Amount
Available
|
||||||||||||
Senior Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term Loan
|
March 19, 2021
|
|
$
|
225,000
|
|
|
$
|
191,813
|
|
|
$
|
—
|
|
|
$
|
225,000
|
|
|
$
|
221,063
|
|
|
$
|
—
|
|
Revolving Facility
|
March 19, 2019
|
|
675,000
|
|
|
—
|
|
|
584,304
|
|
|
675,000
|
|
|
190,000
|
|
|
390,300
|
|
||||||
Total
|
|
|
900,000
|
|
|
191,813
|
|
|
584,304
|
|
|
900,000
|
|
|
411,063
|
|
|
390,300
|
|
||||||
Other indebtedness:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Line of credit
|
August 21, 2017
|
|
20,000
|
|
|
—
|
|
|
20,000
|
|
|
20,000
|
|
|
14,570
|
|
|
5,430
|
|
||||||
Total
|
|
|
$
|
920,000
|
|
|
191,813
|
|
|
$
|
604,304
|
|
|
$
|
920,000
|
|
|
425,633
|
|
|
$
|
395,730
|
|
||
Unamortized debt issuance costs
|
|
|
|
|
|
(5,066
|
)
|
|
|
|
|
|
(5,985
|
)
|
|
|
|||||||||
Total senior debt, net
|
|
|
|
|
$
|
186,747
|
|
|
|
|
|
|
$
|
419,648
|
|
|
|
•
|
incur additional debt;
|
•
|
repurchase capital stock, repurchase 6.625% notes and 4.75% notes and/or pay cash dividends when total leverage is greater than
2.50
:1 (subject to an exception for cash dividends in an amount not to exceed
$20 million
annually);
|
•
|
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.
|
•
|
when the Consolidated Senior Secured Leverage Ratio is less than or equal to 2.50:1, a maximum of $25 million annually
|
•
|
when the Consolidated Senior Secured Leverage Ratio is between 2.50:1 and 3.75:1, a maximum of $20 million annually (including Notes Payments)
|
•
|
when the Consolidated Senior Secured Leverage Ratio is over 3.75:1, a maximum of $15 million annually (including Notes Payments)
|
•
|
when the Consolidated Senior Secured Leverage Ratio is less than or equal to 2.50:1:
|
•
|
when the Consolidated Senior Secured Leverage Ratio is between 2.50:1 and 3.75;1, then a maximum of $20 million annually (including Notes Payments)
|
•
|
when the Consolidated Senior Secured Leverage Ratio is over 3.75:1, then a maximum of $15 million annually (including Notes Payments)
|
|
Required Ratio
|
|
Actual Ratio
|
||
Consolidated total leverage ratio
|
No greater than
|
|
4.00:1
|
|
3.58:1
|
Consolidated senior secured leverage ratio
|
No greater than
|
|
2.50:1
|
|
0.65:1
|
Consolidated fixed charge coverage ratio
|
No less than
|
|
1.50:1
|
|
1.50:1
|
(In thousands)
|
Term Loan
|
|
Revolving Facility
|
|
INTRUST Line of Credit
|
|
Total
|
||||||||
2017
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,250
|
|
2018
|
2,250
|
|
|
—
|
|
|
—
|
|
|
2,250
|
|
||||
2019
|
2,250
|
|
|
—
|
|
|
—
|
|
|
2,250
|
|
||||
2020
|
2,250
|
|
|
—
|
|
|
—
|
|
|
2,250
|
|
||||
2021
|
182,813
|
|
|
—
|
|
|
—
|
|
|
182,813
|
|
||||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total senior debt
|
$
|
191,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
191,813
|
|
•
|
incur additional debt;
|
•
|
sell assets or our subsidiaries;
|
•
|
grant liens to third parties;
|
•
|
pay cash dividends or repurchase stock when total leverage is greater than
2.50
:1 (subject to an exception for cash dividends in an amount not to exceed
$20 million
annually); and
|
•
|
engage in a merger or sell substantially all of our assets.
|
(In thousands)
|
Operating Leases
|
||
2017
|
$
|
165,187
|
|
2018
|
129,858
|
|
|
2019
|
95,133
|
|
|
2020
|
63,584
|
|
|
2021
|
28,604
|
|
|
Thereafter
|
5,256
|
|
|
Total future minimum rental payments
|
$
|
487,622
|
|
(In thousands)
|
Accrued Charges at December 31, 2014
|
|
Charges & Adjustments
|
|
Payments
|
|
Accrued Charges at December 31, 2015
|
|
Charges & Adjustments
|
|
Payments
|
|
Accrued Charges at December 31, 2016
|
||||||||||||||
Cash charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Labor reduction costs
|
$
|
3,915
|
|
|
$
|
3,020
|
|
|
$
|
(3,595
|
)
|
|
$
|
3,340
|
|
|
$
|
1,380
|
|
|
$
|
(3,327
|
)
|
|
$
|
1,393
|
|
Lease obligation costs
|
257
|
|
|
4,273
|
|
|
(3,301
|
)
|
|
1,229
|
|
|
15,198
|
|
|
(9,799
|
)
|
|
6,628
|
|
|||||||
Other miscellaneous
|
—
|
|
|
2,529
|
|
|
(2,529
|
)
|
|
—
|
|
|
1,455
|
|
|
(1,455
|
)
|
|
—
|
|
|||||||
Total cash charges
|
$
|
4,172
|
|
|
9,822
|
|
|
$
|
(9,425
|
)
|
|
$
|
4,569
|
|
|
18,033
|
|
|
$
|
(14,581
|
)
|
|
$
|
8,021
|
|
||
Non-cash charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Inventory losses
|
|
|
$
|
314
|
|
|
|
|
|
|
$
|
287
|
|
|
|
|
|
||||||||||
Loss on the sale of fixed assets
|
|
|
5,019
|
|
|
|
|
|
|
3,491
|
|
|
|
|
|
||||||||||||
Other, net
|
|
|
1,496
|
|
|
|
|
|
|
673
|
|
|
|
|
|
||||||||||||
Total Restructuring charges
|
|
|
16,651
|
|
|
|
|
|
|
22,484
|
|
|
|
|
|
||||||||||||
Other charges and (gains)
|
|
|
4,000
|
|
|
|
|
|
|
(2,185
|
)
|
|
|
|
|
||||||||||||
Total other charges
|
|
|
$
|
20,651
|
|
|
|
|
|
|
$
|
20,299
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
$
|
2,954
|
|
|
$
|
4,030
|
|
|
$
|
5,044
|
|
Restricted share units
|
6,255
|
|
|
5,511
|
|
|
1,515
|
|
|||
Total stock-based compensation expense
|
9,209
|
|
|
9,541
|
|
|
6,559
|
|
|||
Tax benefit recognized in the statements of earnings
|
658
|
|
|
1,715
|
|
|
2,117
|
|
|||
Stock-based compensation expense, net of tax
|
$
|
8,551
|
|
|
$
|
7,826
|
|
|
$
|
4,442
|
|
|
Equity Awards
Outstanding
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual Life
|
|
Aggregate Intrinsic
Value
(In thousands)
|
|||||
Balance outstanding at January 1, 2016
|
2,874,366
|
|
|
$
|
30.33
|
|
|
|
|
|
||
Granted
|
1,029,201
|
|
|
11.80
|
|
|
|
|
|
|||
Forfeited
|
(454,028
|
)
|
|
24.01
|
|
|
|
|
|
|||
Expired
|
(377,358
|
)
|
|
30.22
|
|
|
|
|
|
|||
Balance outstanding at December 31, 2016
|
3,072,181
|
|
|
$
|
25.07
|
|
|
6.81
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2016
|
1,407,116
|
|
|
$
|
30.53
|
|
|
4.95
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average grant date fair value
|
$
|
3.06
|
|
|
$
|
6.34
|
|
|
$
|
6.49
|
|
Weighted average risk free interest rate
|
1.31
|
%
|
|
1.42
|
%
|
|
1.54
|
%
|
|||
Weighted average expected dividend yield
|
3.16
|
%
|
|
3.32
|
%
|
|
3.28
|
%
|
|||
Weighted average expected volatility
|
39.64
|
%
|
|
33.28
|
%
|
|
34.77
|
%
|
|||
Weighted average expected life (in years)
|
4.63
|
|
|
5.05
|
|
|
5.00
|
|
|
Restricted Awards
Outstanding
|
|
Weighted Average
Grant Date Fair Value
|
|||
Balance outstanding at January 1, 2016
|
867,755
|
|
|
$
|
26.67
|
|
Granted
|
1,065,190
|
|
|
9.20
|
|
|
Vested
|
(249,638
|
)
|
|
23.34
|
|
|
Forfeited
|
(321,176
|
)
|
|
19.50
|
|
|
Balance outstanding at December 31, 2016
|
1,362,131
|
|
|
$
|
15.31
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In thousands)
|
Carrying Value
|
|
Fair Value
|
|
Difference
|
|
Carrying Value
|
|
Fair Value
|
|
Difference
|
||||||||||||
6.625% senior notes
|
$
|
292,740
|
|
|
$
|
266,393
|
|
|
$
|
(26,347
|
)
|
|
$
|
292,740
|
|
|
$
|
248,097
|
|
|
$
|
(44,643
|
)
|
4.75% senior notes
|
250,000
|
|
|
206,250
|
|
|
(43,750
|
)
|
|
250,000
|
|
|
183,125
|
|
|
(66,875
|
)
|
||||||
Total senior notes
|
$
|
542,740
|
|
|
$
|
472,643
|
|
|
$
|
(70,097
|
)
|
|
$
|
542,740
|
|
|
$
|
431,222
|
|
|
$
|
(111,518
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Gross profit
|
|
|
|
|
|
||||||
Core U.S.
|
$
|
1,467,679
|
|
|
$
|
1,644,840
|
|
|
$
|
1,753,269
|
|
Acceptance Now
|
422,381
|
|
|
420,980
|
|
|
372,012
|
|
|||
Mexico
|
35,549
|
|
|
42,354
|
|
|
51,070
|
|
|||
Franchising
|
9,440
|
|
|
9,935
|
|
|
8,012
|
|
|||
Total gross profit
|
$
|
1,935,049
|
|
|
$
|
2,118,109
|
|
|
$
|
2,184,363
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating profit (loss)
|
|
|
|
|
|
||||||
Core U.S.
|
$
|
(1,020
|
)
|
|
$
|
(959,447
|
)
|
|
$
|
264,967
|
|
Acceptance Now
|
105,925
|
|
|
123,971
|
|
|
112,918
|
|
|||
Mexico
|
(2,449
|
)
|
|
(14,149
|
)
|
|
(21,961
|
)
|
|||
Franchising
|
5,650
|
|
|
5,793
|
|
|
3,295
|
|
|||
Total segments
|
108,106
|
|
|
(843,832
|
)
|
|
359,219
|
|
|||
Corporate
|
(174,702
|
)
|
|
(164,056
|
)
|
|
(165,757
|
)
|
|||
Total operating (loss) profit
|
$
|
(66,596
|
)
|
|
$
|
(1,007,888
|
)
|
|
$
|
193,462
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation, amortization and write-down of intangibles
|
|
|
|
|
|
||||||
Core U.S.
|
$
|
39,734
|
|
|
$
|
49,137
|
|
|
$
|
57,324
|
|
Acceptance Now
|
3,309
|
|
|
3,334
|
|
|
2,917
|
|
|||
Mexico
|
3,179
|
|
|
5,160
|
|
|
6,683
|
|
|||
Franchising
|
177
|
|
|
185
|
|
|
184
|
|
|||
Total segments
|
46,399
|
|
|
57,816
|
|
|
67,108
|
|
|||
Corporate
|
34,057
|
|
|
22,904
|
|
|
16,060
|
|
|||
Total depreciation, amortization and write-down of intangibles
|
$
|
80,456
|
|
|
$
|
80,720
|
|
|
$
|
83,168
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Core U.S.
|
$
|
20,802
|
|
|
$
|
21,739
|
|
|
$
|
31,228
|
|
Acceptance Now
|
2,330
|
|
|
2,473
|
|
|
3,833
|
|
|||
Mexico
|
283
|
|
|
204
|
|
|
4,164
|
|
|||
Total segments
|
23,415
|
|
|
24,416
|
|
|
39,225
|
|
|||
Corporate
|
37,728
|
|
|
56,454
|
|
|
44,560
|
|
|||
Total capital expenditures
|
$
|
61,143
|
|
|
$
|
80,870
|
|
|
$
|
83,785
|
|
|
December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
On rent rental merchandise, net
|
|
|
|
|
|
||||||
Core U.S.
|
$
|
426,845
|
|
|
$
|
540,004
|
|
|
$
|
593,945
|
|
Acceptance Now
|
354,486
|
|
|
350,046
|
|
|
345,703
|
|
|||
Mexico
|
13,787
|
|
|
17,575
|
|
|
20,766
|
|
|||
Total on rent rental merchandise, net
|
$
|
795,118
|
|
|
$
|
907,625
|
|
|
$
|
960,414
|
|
|
December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Held for rent rental merchandise, net
|
|
|
|
|
|
||||||
Core U.S.
|
$
|
192,718
|
|
|
$
|
215,327
|
|
|
$
|
264,211
|
|
Acceptance Now
|
7,489
|
|
|
5,000
|
|
|
4,897
|
|
|||
Mexico
|
6,629
|
|
|
8,520
|
|
|
8,334
|
|
|||
Total held for rent rental merchandise, net
|
$
|
206,836
|
|
|
$
|
228,847
|
|
|
$
|
277,442
|
|
|
December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Assets by segment
|
|
|
Revised
|
|
|
||||||
Core U.S.
|
$
|
872,551
|
|
|
$
|
1,240,593
|
|
|
$
|
2,519,770
|
|
Acceptance Now
|
432,383
|
|
|
426,827
|
|
|
420,660
|
|
|||
Mexico
|
31,415
|
|
|
38,898
|
|
|
59,841
|
|
|||
Franchising
|
2,197
|
|
|
2,723
|
|
|
2,604
|
|
|||
Total segments
|
1,338,546
|
|
|
1,709,041
|
|
|
3,002,875
|
|
|||
Corporate
|
264,195
|
|
|
265,427
|
|
|
268,322
|
|
|||
Total assets
|
$
|
1,602,741
|
|
|
$
|
1,974,468
|
|
|
$
|
3,271,197
|
|
|
December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Assets by country
|
|
|
Revised
|
|
|
||||||
United States
|
$
|
1,567,933
|
|
|
$
|
1,930,676
|
|
|
$
|
3,204,283
|
|
Mexico
|
31,415
|
|
|
38,898
|
|
|
59,841
|
|
|||
Canada
|
3,393
|
|
|
4,894
|
|
|
7,073
|
|
|||
Total assets
|
$
|
1,602,741
|
|
|
$
|
1,974,468
|
|
|
$
|
3,271,197
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Furniture and accessories
|
$
|
927,537
|
|
|
$
|
955,576
|
|
|
$
|
938,065
|
|
Consumer electronics
|
553,976
|
|
|
626,668
|
|
|
642,226
|
|
|||
Appliances
|
391,539
|
|
|
415,278
|
|
|
422,979
|
|
|||
Computers
|
148,889
|
|
|
207,906
|
|
|
307,325
|
|
|||
Smartphones
|
93,449
|
|
|
163,667
|
|
|
68,015
|
|
|||
Other products and services
|
384,663
|
|
|
412,220
|
|
|
367,218
|
|
|||
Total rentals and fees
|
$
|
2,500,053
|
|
|
$
|
2,781,315
|
|
|
$
|
2,745,828
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
(105,195
|
)
|
|
$
|
(953,520
|
)
|
|
$
|
96,422
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
53,121
|
|
|
53,050
|
|
|
52,850
|
|
|||
Effect of dilutive stock awards
|
—
|
|
|
—
|
|
|
276
|
|
|||
Weighted-average dilutive shares
|
53,121
|
|
|
53,050
|
|
|
53,126
|
|
|||
|
|
|
|
|
|
||||||
Basic (loss) earnings per share
|
$
|
(1.98
|
)
|
|
$
|
(17.97
|
)
|
|
$
|
1.82
|
|
Diluted (loss) earnings per share
|
$
|
(1.98
|
)
|
|
$
|
(17.97
|
)
|
|
$
|
1.81
|
|
(In thousands, except per share data)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
835,652
|
|
|
$
|
749,619
|
|
|
$
|
693,877
|
|
|
$
|
684,104
|
|
Gross profit
|
534,944
|
|
|
500,158
|
|
|
457,226
|
|
|
442,721
|
|
||||
Operating profit (loss)
|
48,430
|
|
|
27,550
|
|
|
16,700
|
|
|
(159,276
|
)
|
||||
Net earnings (loss)
|
25,061
|
|
|
9,946
|
|
|
6,181
|
|
|
(146,383
|
)
|
||||
Basic earnings (loss) per common share
|
$
|
0.47
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
(2.76
|
)
|
Diluted earnings (loss) per common share
|
$
|
0.47
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
(2.76
|
)
|
Cash dividends declared per common share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
(In thousands, except per share data)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
(1)
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
877,639
|
|
|
$
|
815,343
|
|
|
$
|
791,605
|
|
|
$
|
793,833
|
|
Gross profit
|
564,593
|
|
|
538,529
|
|
|
488,612
|
|
|
526,375
|
|
||||
Operating profit (loss)
|
56,598
|
|
|
49,701
|
|
|
6,565
|
|
|
(1,120,752
|
)
|
||||
Net earnings (loss)
|
27,298
|
|
|
23,147
|
|
|
(4,092
|
)
|
|
(999,873
|
)
|
||||
Basic earnings (loss) per common share
|
$
|
0.51
|
|
|
$
|
0.44
|
|
|
$
|
(0.08
|
)
|
|
$
|
(18.84
|
)
|
Diluted earnings (loss) per common share
|
$
|
0.51
|
|
|
$
|
0.43
|
|
|
$
|
(0.08
|
)
|
|
$
|
(18.84
|
)
|
Cash dividends declared per common share
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
*
|
The information required by Items 10, 11, 12, 13 and 14 is or will be set forth in the definitive proxy statement relating to the 2017 Annual Meeting of Stockholders of Rent-A-Center, Inc., which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. This definitive proxy statement relates to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Form 10-K by Items 10, 11, 12, 13 and 14 are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.
|
|
|
|
|
RENT-A-CENTER, INC.
|
|
|
|
|
|
By:
|
/
S
/ M
ARK
E. S
PEESE
|
|
|
Mark E. Speese
|
|
|
Interim Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ M
ARK
E. S
PEESE
|
|
Interim Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
|
|
March 1, 2017
|
Mark E. Speese
|
|
|
||
|
|
|
|
|
|
|
|
|
|
/s/ M
AUREEN
B. S
HORT
|
|
Interim Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
March 1, 2017
|
Maureen B. Short
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ M
ICHAEL
J. G
ADE
|
|
Director
|
|
March 1, 2017
|
Michael J. Gade
|
|
|
||
|
|
|
|
|
/s/ R
ISHI
G
ARG
|
|
Director
|
|
March 1, 2017
|
Rishi Garg
|
|
|
|
|
|
|
|
|
|
/s/ J
EFFERY
M. J
ACKSON
|
|
Director
|
|
March 1, 2017
|
Jeffery M. Jackson
|
|
|
||
|
|
|
|
|
/s/ J. V. L
ENTELL
|
|
Director
|
|
March 1, 2017
|
J. V. Lentell
|
|
|
||
|
|
|
|
|
/s/ S
TEVEN
L. P
EPPER
|
|
Director
|
|
March 1, 2017
|
Steven L. Pepper
|
|
|
|
|
|
|
|
|
|
/s/ L
EONARD
H. R
OBERTS
|
|
Director
|
|
March 1, 2017
|
Leonard H. Roberts
|
|
|
||
|
|
|
|
|
Exhibit No.
|
Description
|
|
|
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
|
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.)
|
|
|
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
|
|
|
10.12†
|
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.)
|
|
|
10.13†
|
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.)
|
|
|
10.14†*
|
Form of Loyalty and Confidentiality Agreement entered into with management
|
|
|
10.15†
|
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.)
|
|
|
10.16†
|
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.)
|
|
|
10.17†
|
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.)
|
|
|
10.18†
|
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.)
|
|
|
10.19†
|
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.)
|
|
|
10.20†
|
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.)
|
|
|
10.21†
|
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.)
|
|
|
10.22†
|
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.)
|
|
|
10.23†
|
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.)
|
|
|
10.24†*
|
Form of Executive Transition Agreement entered into with management
|
|
|
10.25†
|
Rent-A-Center, Inc. 2016 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.36 to the registrant's Quarterly Report on Form 100Q for the quarter ended March 31, 2016.)
|
|
|
10.26†
|
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.)
|
|
|
10.27†
|
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.)
|
|
|
10.28
|
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.)
|
|
|
10.29†
|
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.)
|
|
|
10.30
|
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
|
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.)
|
|
|
10.32
|
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.)
|
|
|
10.33
|
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.)
|
|
|
10.34
|
Waiver and Fourth Amendment to Franchisee Financing Agreement between ColorTyme Finance, Inc. and Citibank, N.A., dated as of September 1, 2014 (Incorporated herein by reference to Exhibit 10.34 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.)
|
|
|
10.35
|
First Amendment to the Credit Agreement, dated February 1, 2016, between the Company, JPMorgan Chase Bank, N.A., as administrative agent, the other agents party thereto and the lenders party thereto (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of February 1, 2016.)
|
|
|
10.36†
|
Form of Stock Option Agreement issuable to management pursuant to the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.37 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.)
|
|
|
10.37†
|
Form of Stock Compensation Agreement (RSU) issuable to management pursuant to the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.38 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.)
|
|
|
10.38†
|
Form of Stock Compensation Agreement (RSU) issuable to management pursuant to the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.38 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.)
|
|
|
10.39†
|
Form of Stock Compensation Agreement (PSU) issuable to management pursuant to the Rent-A-Center, Inc. 2016 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.39 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.)
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|
|
10.40
|
Second Amendment to the Credit Agreement, dated effective as of September 30, 2016, between the Company, JPMorgan Chase Bank, N.A., as administrative agent, the other agents party thereto and the lenders party thereto (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of October 4, 2016.)
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|
|
18.1
|
Preferability letter regarding change in accounting principle (Incorporated herein by reference to Exhibit 18.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.)
|
|
|
21.1*
|
Subsidiaries of Rent-A-Center, Inc.
|
|
|
23.1*
|
Consent of KPMG LLP
|
|
|
31.1*
|
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 Mark E. Speese
|
|
|
31.2*
|
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 Maureen B. Short
|
|
|
32.1*
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Mark E. Speese
|
|
|
32.2*
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Maureen B. Short
|
|
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
†
|
Management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
**
|
The XBRL-related information in Exhibit No. 101 to this Annual Report on Form 10-K is filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
Each non-employee director:
|
$
|
50,000
|
|
Chairman of the Board
|
125,000
|
|
|
Chairperson of the Audit Committee:
|
16,000
|
|
|
Other Audit Committee Members:
|
9,000
|
|
|
Chairperson of the Compensation Committee:
|
12,000
|
|
|
Other Compensation Committee Members:
|
6,000
|
|
|
Chairperson of the Nominating/Corporate Governance Committee:
|
8,000
|
|
|
Other Nominating/Corporate Governance Committee Members:
|
6,000
|
|
|
Chairperson of the Finance Committee:
|
8,000
|
|
|
Other Finance Committee Members:
|
6,000
|
|
|
Employee Name:
|
|
|
//////END OF AGREEMENT, ONLY SIGNATURES FOLLOW///////
|
||
|
|
|
THE COMPANY
|
|
EMPLOYEE
|
|
|
|
Chairman and Chief Executive Officer
|
|
[Employee’s Signature]
|
|
|
|
Date
|
|
Date
|
RENT-A-CENTER, INC.
|
|
EXECUTIVE
|
|
|
|
Mark Speese
Chief Executive Officer
|
|
[Executive Signature]
|
|
|
|
Date
|
|
Date
|
|
Form Type
|
|
File
Number
|
|
Effective
Date
|
|
|
Form S-8
|
|
333-53471
|
|
05/22/1998
|
|
|
Form S-8
|
|
333-66645
|
|
11/02/1998
|
|
|
Form S-8
|
|
333-32296
|
|
03/13/2000
|
|
|
Form S-8
|
|
333-62582
|
|
06/08/2001
|
|
|
Form S-8
|
|
333-136615
|
|
08/14/2006
|
|
|
Form S-8
|
|
333-139792
|
|
01/04/2007
|
|
|
Form S-8
|
|
333-40958
|
|
07/07/2007
|
|
|
Form S-8
|
|
333-145121
|
|
08/03/2007
|
|
|
Form S-8
|
|
333-171926
|
|
01/28/2011
|
|
|
Form S-8
|
|
333-211859
|
|
06/06/2016
|
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
(a)
|
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
|
(b)
|
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.
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
(a)
|
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
|
(b)
|
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.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|