ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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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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Large accelerated filer
|
ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging Growth Company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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¨
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Class
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Outstanding
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Common stock, $.01 par value per share
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|
53,196,843
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Page No.
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PART I.
|
FINANCIAL INFORMATION
|
|
|
|
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Item 1.
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Condensed Consolidated Financial Statements
|
|
|
|
|
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Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2017 and 2016
|
|
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|
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Condensed Consolidated Statements of Comprehensive Income (Loss) for the three-month periods ended March 31, 2017 and 2016
|
|
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Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016
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|
|
|
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Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2017 and 2016
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Notes to Condensed Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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|
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II.
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OTHER INFORMATION
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|
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Item 1.
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Legal Proceedings
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|
|
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Item 1A.
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Risk Factors
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|
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Item 6.
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Exhibits
|
|
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|
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SIGNATURES
|
|
|
Three Months Ended March 31,
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||||||
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2017
|
|
2016
|
||||
(In thousands, except per share data)
|
Unaudited
|
||||||
Revenues
|
|
|
|
||||
Store
|
|
|
|
||||
Rentals and fees
|
$
|
595,414
|
|
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$
|
674,295
|
|
Merchandise sales
|
121,722
|
|
|
131,707
|
|
||
Installment sales
|
16,757
|
|
|
18,420
|
|
||
Other
|
2,652
|
|
|
4,088
|
|
||
Total store revenues
|
736,545
|
|
|
828,510
|
|
||
Franchise
|
|
|
|
||||
Merchandise sales
|
3,321
|
|
|
4,947
|
|
||
Royalty income and fees
|
2,120
|
|
|
2,195
|
|
||
Total revenues
|
741,986
|
|
|
835,652
|
|
||
Cost of revenues
|
|
|
|
||||
Store
|
|
|
|
||||
Cost of rentals and fees
|
162,033
|
|
|
176,241
|
|
||
Cost of merchandise sold
|
109,124
|
|
|
113,886
|
|
||
Cost of installment sales
|
5,184
|
|
|
6,025
|
|
||
Total cost of store revenues
|
276,341
|
|
|
296,152
|
|
||
Franchise cost of merchandise sold
|
2,982
|
|
|
4,556
|
|
||
Total cost of revenues
|
279,323
|
|
|
300,708
|
|
||
Gross profit
|
462,663
|
|
|
534,944
|
|
||
Operating expenses
|
|
|
|
||||
Store expenses
|
|
|
|
||||
Labor
|
192,107
|
|
|
209,387
|
|
||
Other store expenses
|
197,440
|
|
|
211,807
|
|
||
General and administrative expenses
|
39,772
|
|
|
43,061
|
|
||
Depreciation, amortization and impairment of intangibles
|
18,541
|
|
|
19,824
|
|
||
Other charges
|
13,651
|
|
|
2,435
|
|
||
Total operating expenses
|
461,511
|
|
|
486,514
|
|
||
Operating profit
|
1,152
|
|
|
48,430
|
|
||
Interest expense
|
11,630
|
|
|
11,977
|
|
||
Interest income
|
(156
|
)
|
|
(97
|
)
|
||
(Loss) earnings before income taxes
|
(10,322
|
)
|
|
36,550
|
|
||
Income tax (benefit) expense
|
(3,643
|
)
|
|
11,489
|
|
||
Net (loss) earnings
|
$
|
(6,679
|
)
|
|
$
|
25,061
|
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Basic (loss) earnings per common share
|
$
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(0.13
|
)
|
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$
|
0.47
|
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Diluted (loss) earnings per common share
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$
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(0.13
|
)
|
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$
|
0.47
|
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Cash dividends declared per common share
|
$
|
0.08
|
|
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$
|
0.08
|
|
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Three Months Ended March 31,
|
||||||
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2017
|
|
2016
|
||||
(In thousands)
|
Unaudited
|
||||||
Net (loss) earnings
|
$
|
(6,679
|
)
|
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$
|
25,061
|
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Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments
|
5,555
|
|
|
2,450
|
|
||
Total other comprehensive income
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5,555
|
|
|
2,450
|
|
||
Comprehensive (loss) income
|
$
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(1,124
|
)
|
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$
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27,511
|
|
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March 31, 2017
|
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December 31, 2016
|
||||
(In thousands, except share and par value data)
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Unaudited
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
58,128
|
|
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$
|
95,396
|
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Receivables, net of allowance for doubtful accounts of $3,089 and $3,593 in 2017 and 2016, respectively
|
66,606
|
|
|
69,785
|
|
||
Prepaid expenses and other assets
|
52,159
|
|
|
54,989
|
|
||
Rental merchandise, net
|
|
|
|
||||
On rent
|
754,824
|
|
|
795,118
|
|
||
Held for rent
|
190,629
|
|
|
206,836
|
|
||
Merchandise held for installment sale
|
3,675
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3,629
|
|
||
Property assets, net of accumulated depreciation of $537,102 and $522,101 in 2017 and 2016, respectively
|
312,679
|
|
|
316,428
|
|
||
Goodwill
|
55,308
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55,308
|
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||
Other intangible assets, net
|
966
|
|
|
5,252
|
|
||
Total assets
|
$
|
1,494,974
|
|
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$
|
1,602,741
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable – trade
|
$
|
82,628
|
|
|
$
|
108,238
|
|
Accrued liabilities
|
340,431
|
|
|
332,196
|
|
||
Deferred income taxes
|
160,055
|
|
|
173,144
|
|
||
Senior debt, net
|
115,625
|
|
|
186,747
|
|
||
Senior notes, net
|
537,799
|
|
|
537,483
|
|
||
Total liabilities
|
1,236,538
|
|
|
1,337,808
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Common stock, $.01 par value; 250,000,000 shares authorized; 109,566,595 and 109,519,369 shares issued in 2017 and 2016, respectively
|
1,095
|
|
|
1,095
|
|
||
Additional paid-in capital
|
826,010
|
|
|
827,107
|
|
||
Retained earnings
|
789,685
|
|
|
800,640
|
|
||
Treasury stock at cost, 56,369,752 shares in 2017 and 2016
|
(1,347,677
|
)
|
|
(1,347,677
|
)
|
||
Accumulated other comprehensive loss
|
(10,677
|
)
|
|
(16,232
|
)
|
||
Total stockholders' equity
|
258,436
|
|
|
264,933
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,494,974
|
|
|
$
|
1,602,741
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
(In thousands)
|
Unaudited
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net (loss) earnings
|
$
|
(6,679
|
)
|
|
$
|
25,061
|
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities
|
|
|
|
||||
Depreciation of rental merchandise
|
160,491
|
|
|
174,074
|
|
||
Bad debt expense
|
3,422
|
|
|
3,634
|
|
||
Stock-based compensation expense
|
(698
|
)
|
|
2,352
|
|
||
Depreciation of property assets
|
18,209
|
|
|
19,110
|
|
||
Loss on sale or disposal of property assets
|
755
|
|
|
386
|
|
||
Amortization and impairment of intangibles
|
4,227
|
|
|
518
|
|
||
Amortization of financing fees
|
756
|
|
|
779
|
|
||
Deferred income taxes
|
(13,088
|
)
|
|
(9,801
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions
|
|
|
|
||||
Rental merchandise
|
(104,595
|
)
|
|
(112,204
|
)
|
||
Receivables
|
(243
|
)
|
|
(2,240
|
)
|
||
Prepaid expenses and other assets
|
2,888
|
|
|
96,958
|
|
||
Accounts payable – trade
|
(25,610
|
)
|
|
(3,028
|
)
|
||
Accrued liabilities
|
19,482
|
|
|
31,063
|
|
||
Net cash provided by operating activities
|
59,317
|
|
|
226,662
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchase of property assets
|
(22,048
|
)
|
|
(14,440
|
)
|
||
Proceeds from sale of stores
|
475
|
|
|
1,104
|
|
||
Acquisitions of businesses
|
—
|
|
|
(2,641
|
)
|
||
Net cash used in investing activities
|
(21,573
|
)
|
|
(15,977
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from debt
|
86,375
|
|
|
7,410
|
|
||
Repayments of debt
|
(157,937
|
)
|
|
(219,543
|
)
|
||
Dividends paid
|
(4,268
|
)
|
|
(12,773
|
)
|
||
Shares withheld for payment of employee tax withholdings
|
(187
|
)
|
|
(148
|
)
|
||
Net cash used in financing activities
|
(76,017
|
)
|
|
(225,054
|
)
|
||
Effect of exchange rate changes on cash
|
1,005
|
|
|
368
|
|
||
Net decrease in cash and cash equivalents
|
(37,268
|
)
|
|
(14,001
|
)
|
||
Cash and cash equivalents at beginning of period
|
95,396
|
|
|
60,363
|
|
||
Cash and cash equivalents at end of period
|
$
|
58,128
|
|
|
$
|
46,362
|
|
•
|
incur additional debt;
|
•
|
repurchase capital stock, repurchase 6.625% notes and 4.75% notes and/or pay cash dividends when the Consolidated Total Leverage Ratio 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 Total Leverage Ratio is less than or equal to 2.50:1, a maximum of $25 million annually
|
•
|
when the Consolidated Total Leverage Ratio is between 2.50:1 and 3.75:1, a maximum of $20 million annually (including Notes Payments)
|
•
|
when the Consolidated Total Leverage Ratio is over 3.75:1, a maximum of $15 million annually (including Notes Payments)
|
•
|
when the Consolidated Total Leverage Ratio is less than or equal to 2.50:1:
|
•
|
when the Consolidated Total Leverage Ratio is between 2.50:1 and 3.75:1, then a maximum of $20 million annually (including Notes Payments)
|
•
|
when the Consolidated Total 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
|
|
4.25:1
|
Consolidated Senior Secured Leverage Ratio
|
No greater than
|
|
2.50:1
|
|
0.59:1
|
Consolidated Fixed Charge Coverage Ratio
|
No less than
|
|
1.50:1
|
|
1.37:1
|
(in thousands)
|
Term Loan
|
|
Revolving Facility
|
|
INTRUST Line of Credit
|
|
Total
|
||||||||
2017
|
$
|
1,687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,687
|
|
2018
|
2,250
|
|
|
—
|
|
|
—
|
|
|
2,250
|
|
||||
2019
|
2,250
|
|
|
70,000
|
|
|
—
|
|
|
72,250
|
|
||||
2020
|
2,250
|
|
|
—
|
|
|
—
|
|
|
2,250
|
|
||||
2021
|
41,813
|
|
|
—
|
|
|
—
|
|
|
41,813
|
|
||||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total senior debt
|
$
|
50,250
|
|
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
120,250
|
|
•
|
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.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Difference
|
|
Carrying Value
|
|
Fair Value
|
|
Difference
|
||||||||||||
6.625% senior notes
|
$
|
292,740
|
|
|
$
|
259,075
|
|
|
$
|
(33,665
|
)
|
|
$
|
292,740
|
|
|
$
|
266,393
|
|
|
$
|
(26,347
|
)
|
4.75% senior notes
|
250,000
|
|
|
205,000
|
|
|
(45,000
|
)
|
|
250,000
|
|
|
206,250
|
|
|
(43,750
|
)
|
||||||
Total senior notes
|
$
|
542,740
|
|
|
$
|
464,075
|
|
|
$
|
(78,665
|
)
|
|
$
|
542,740
|
|
|
$
|
472,643
|
|
|
$
|
(70,097
|
)
|
(in thousands)
|
Accrued Charges at December 31, 2016
|
|
Charges & Adjustments
|
|
Payments
|
|
Accrued Charges at March 31, 2017
|
||||||||
Cash charges:
|
|
|
|
|
|
|
|
||||||||
Labor reduction costs
|
$
|
1,393
|
|
|
$
|
2,488
|
|
|
$
|
(1,440
|
)
|
|
$
|
2,441
|
|
Lease obligation costs
|
6,628
|
|
|
(182
|
)
|
|
(1,657
|
)
|
|
4,789
|
|
||||
Other miscellaneous
|
—
|
|
|
161
|
|
|
(161
|
)
|
|
—
|
|
||||
Total cash charges
|
$
|
8,021
|
|
|
2,467
|
|
|
$
|
(3,258
|
)
|
|
$
|
7,230
|
|
|
Non-cash charges:
|
|
|
|
|
|
|
|
||||||||
Rental merchandise losses
|
|
|
5,520
|
|
|
|
|
|
|||||||
Loss on sale of fixed assets
|
|
|
158
|
|
|
|
|
|
|||||||
Impairment of intangible asset
|
|
|
3,896
|
|
|
|
|
|
|||||||
Other charges
(1)
|
|
|
1,610
|
|
|
|
|
|
|||||||
Total other charges
|
|
|
$
|
13,651
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenues
|
|
|
|
||||
Core U.S.
|
$
|
490,899
|
|
|
$
|
584,365
|
|
Acceptance Now
|
234,546
|
|
|
230,396
|
|
||
Mexico
|
11,100
|
|
|
13,749
|
|
||
Franchising
|
5,441
|
|
|
7,142
|
|
||
Total revenues
|
$
|
741,986
|
|
|
$
|
835,652
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Gross profit
|
|
|
|
||||
Core U.S.
|
$
|
337,954
|
|
|
$
|
411,889
|
|
Acceptance Now
|
114,429
|
|
|
111,142
|
|
||
Mexico
|
7,821
|
|
|
9,327
|
|
||
Franchising
|
2,459
|
|
|
2,586
|
|
||
Total gross profit
|
$
|
462,663
|
|
|
$
|
534,944
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Operating profit
|
|
|
|
||||
Core U.S.
|
$
|
24,402
|
|
|
$
|
62,236
|
|
Acceptance Now
|
20,619
|
|
|
29,369
|
|
||
Mexico
|
161
|
|
|
(2,610
|
)
|
||
Franchising
|
1,441
|
|
|
1,413
|
|
||
Total segments
|
46,623
|
|
|
90,408
|
|
||
Corporate
|
(45,471
|
)
|
|
(41,978
|
)
|
||
Total operating profit
|
$
|
1,152
|
|
|
$
|
48,430
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Depreciation, amortization and impairment of intangibles
|
|
|
|
||||
Core U.S.
|
$
|
8,108
|
|
|
$
|
10,892
|
|
Acceptance Now
|
786
|
|
|
837
|
|
||
Mexico
|
527
|
|
|
939
|
|
||
Franchising
|
44
|
|
|
45
|
|
||
Total segments
|
9,465
|
|
|
12,713
|
|
||
Corporate
|
9,076
|
|
|
7,111
|
|
||
Total depreciation, amortization and impairment of intangibles
|
$
|
18,541
|
|
|
$
|
19,824
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Capital expenditures
|
|
|
|
||||
Core U.S.
|
$
|
6,108
|
|
|
$
|
3,771
|
|
Acceptance Now
|
483
|
|
|
292
|
|
||
Mexico
|
23
|
|
|
147
|
|
||
Total segments
|
6,614
|
|
|
4,210
|
|
||
Corporate
|
15,434
|
|
|
10,230
|
|
||
Total capital expenditures
|
$
|
22,048
|
|
|
$
|
14,440
|
|
(in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||
On rent rental merchandise, net
|
|
|
|
||||
Core U.S.
|
$
|
388,871
|
|
|
$
|
426,845
|
|
Acceptance Now
|
351,672
|
|
|
354,486
|
|
||
Mexico
|
14,281
|
|
|
13,787
|
|
||
Total on rent rental merchandise, net
|
$
|
754,824
|
|
|
$
|
795,118
|
|
(in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Held for rent rental merchandise, net
|
|
|
|
||||
Core U.S.
|
$
|
174,453
|
|
|
$
|
192,718
|
|
Acceptance Now
|
9,447
|
|
|
7,489
|
|
||
Mexico
|
6,729
|
|
|
6,629
|
|
||
Total held for rent rental merchandise, net
|
$
|
190,629
|
|
|
$
|
206,836
|
|
(in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Assets by segment
|
|
|
|
||||
Core U.S.
|
$
|
785,800
|
|
|
$
|
872,551
|
|
Acceptance Now
|
427,541
|
|
|
432,383
|
|
||
Mexico
|
32,641
|
|
|
31,415
|
|
||
Franchising
|
2,237
|
|
|
2,197
|
|
||
Total segments
|
1,248,219
|
|
|
1,338,546
|
|
||
Corporate
|
246,755
|
|
|
264,195
|
|
||
Total assets
|
$
|
1,494,974
|
|
|
$
|
1,602,741
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
||||
Net (loss) earnings
|
$
|
(6,679
|
)
|
|
$
|
25,061
|
|
Denominator:
|
|
|
|
||||
Weighted-average shares outstanding
|
53,217
|
|
|
53,085
|
|
||
Effect of dilutive stock awards
|
—
|
|
|
257
|
|
||
Weighted-average dilutive shares
|
53,217
|
|
|
53,342
|
|
||
|
|
|
|
||||
Basic (loss) earnings per common share
|
$
|
(0.13
|
)
|
|
$
|
0.47
|
|
Diluted (loss) earnings per common share
|
$
|
(0.13
|
)
|
|
$
|
0.47
|
|
•
|
the general strength of the economy and other economic conditions affecting consumer preferences and spending:
|
•
|
factors affecting the disposable income available to our current and potential customers;
|
•
|
changes in the unemployment rate;
|
•
|
difficulties encountered in improving the financial and operational performance of our business segments;
|
•
|
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/or attracting a permanent chief financial officer with the required level of experience and expertise;
|
•
|
failure to manage our store labor and other store expenses;
|
•
|
our ability to develop and successfully execute strategic initiatives;
|
•
|
disruptions, including capacity-related outages, caused by the implementation and operation of our new store information management system;
|
•
|
our transition to more-readily scalable, "cloud-based" solutions;
|
•
|
our ability to develop and successfully implement digital or E-commerce capabilities; disruptions in our supply chain;
|
•
|
limitations of, or disruptions in, our distribution network;
|
•
|
rapid inflation or deflation in the prices of our products;
|
•
|
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;
|
•
|
our available cash flow;
|
•
|
our ability to identify and successfully market products and services that appeal to our customer demographic;
|
•
|
consumer preferences and perceptions of our brands;
|
•
|
uncertainties regarding the ability to open new locations;
|
•
|
our ability to acquire additional stores or customer accounts on favorable terms;
|
•
|
our ability to control costs and increase profitability;
|
•
|
our ability to retain the revenue associated with acquired customer accounts and enhance the performance of acquired stores;
|
•
|
our ability to enter into new and collect on our rental or lease purchase agreements;
|
•
|
the passage of legislation adversely affecting the Rent-to-Own industry;
|
•
|
our compliance with applicable statutes or regulations governing our transactions;
|
•
|
changes in interest rates;
|
•
|
adverse changes in the economic conditions of the industries, countries or markets that we serve;
|
•
|
information technology and data security costs;
|
•
|
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;
|
•
|
changes in our stock price, the number of shares of common stock that we may or may not repurchase, and future dividends, if any;
|
•
|
changes in estimates relating to self-insurance liabilities and income tax and litigation reserves;
|
•
|
changes in our effective tax rate;
|
•
|
fluctuations in foreign currency exchange rates;
|
•
|
our ability to maintain an effective system of internal controls;
|
•
|
the resolution of our litigation; and
|
•
|
the other risks detailed from time to time in our reports to the Securities and Exchange Commission.
|
•
|
Enhance value proposition and facilitate ownership
|
•
|
Optimize product mix
|
•
|
Stabilize and upgrade the workforce
|
•
|
Improve account management
|
•
|
Drive efficiencies in-store
|
•
|
Optimize footprint
|
•
|
Enhance value proposition and facilitate ownership
|
•
|
Optimize partner relationships
|
•
|
Centralize account management
|
•
|
Grow Acceptance Now unstaffed solutions
|
•
|
Enhance decision engine
|
•
|
Leverage technology investments
|
•
|
Build digital capabilities to support omni-channel platform
|
•
|
Expand Acceptance Now to new channels, customers and products
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Change
|
|||||||||||
(dollar amounts in thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Store
|
|
|
|
|
|
|
|
|||||||
Rentals and fees
|
$
|
595,414
|
|
|
$
|
674,295
|
|
|
$
|
(78,881
|
)
|
|
(11.7
|
)%
|
Merchandise sales
|
121,722
|
|
|
131,707
|
|
|
(9,985
|
)
|
|
(7.6
|
)%
|
|||
Installment sales
|
16,757
|
|
|
18,420
|
|
|
(1,663
|
)
|
|
(9.0
|
)%
|
|||
Other
|
2,652
|
|
|
4,088
|
|
|
(1,436
|
)
|
|
(35.1
|
)%
|
|||
Total store revenue
|
736,545
|
|
|
828,510
|
|
|
(91,965
|
)
|
|
(11.1
|
)%
|
|||
Franchise
|
|
|
|
|
|
|
|
|||||||
Merchandise sales
|
3,321
|
|
|
4,947
|
|
|
(1,626
|
)
|
|
(32.9
|
)%
|
|||
Royalty income and fees
|
2,120
|
|
|
2,195
|
|
|
(75
|
)
|
|
(3.4
|
)%
|
|||
Total revenues
|
741,986
|
|
|
835,652
|
|
|
(93,666
|
)
|
|
(11.2
|
)%
|
|||
Cost of revenues
|
|
|
|
|
|
|
|
|||||||
Store
|
|
|
|
|
|
|
|
|||||||
Cost of rentals and fees
|
162,033
|
|
|
176,241
|
|
|
(14,208
|
)
|
|
(8.1
|
)%
|
|||
Cost of merchandise sold
|
109,124
|
|
|
113,886
|
|
|
(4,762
|
)
|
|
(4.2
|
)%
|
|||
Cost of installment sales
|
5,184
|
|
|
6,025
|
|
|
(841
|
)
|
|
(14.0
|
)%
|
|||
Total cost of store revenues
|
276,341
|
|
|
296,152
|
|
|
(19,811
|
)
|
|
(6.7
|
)%
|
|||
Franchise cost of merchandise sold
|
2,982
|
|
|
4,556
|
|
|
(1,574
|
)
|
|
(34.5
|
)%
|
|||
Total cost of revenues
|
279,323
|
|
|
300,708
|
|
|
(21,385
|
)
|
|
(7.1
|
)%
|
|||
Gross profit
|
462,663
|
|
|
534,944
|
|
|
(72,281
|
)
|
|
(13.5
|
)%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|||||||
Store expenses
|
|
|
|
|
|
|
|
|||||||
Labor
|
192,107
|
|
|
209,387
|
|
|
(17,280
|
)
|
|
(8.3
|
)%
|
|||
Other store expenses
|
197,440
|
|
|
211,807
|
|
|
(14,367
|
)
|
|
(6.8
|
)%
|
|||
General and administrative expenses
|
39,772
|
|
|
43,061
|
|
|
(3,289
|
)
|
|
(7.6
|
)%
|
|||
Depreciation, amortization and impairment of intangibles
|
18,541
|
|
|
19,824
|
|
|
(1,283
|
)
|
|
(6.5
|
)%
|
|||
Other charges
|
13,651
|
|
|
2,435
|
|
|
11,216
|
|
|
460.6
|
%
|
|||
Total operating expenses
|
461,511
|
|
|
486,514
|
|
|
(25,003
|
)
|
|
(5.1
|
)%
|
|||
Operating profit
|
1,152
|
|
|
48,430
|
|
|
(47,278
|
)
|
|
(97.6
|
)%
|
|||
Interest, net
|
11,474
|
|
|
11,880
|
|
|
(406
|
)
|
|
(3.4
|
)%
|
|||
(Loss) earnings before income taxes
|
(10,322
|
)
|
|
36,550
|
|
|
(46,872
|
)
|
|
(128.2
|
)%
|
|||
Income tax (benefit) expense
|
(3,643
|
)
|
|
11,489
|
|
|
(15,132
|
)
|
|
(131.7
|
)%
|
|||
Net (loss) earnings
|
$
|
(6,679
|
)
|
|
$
|
25,061
|
|
|
$
|
(31,740
|
)
|
|
(126.7
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Change
|
|||||||||||
(dollar amounts in thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
490,899
|
|
|
$
|
584,365
|
|
|
$
|
(93,466
|
)
|
|
(16.0
|
)%
|
Gross profit
|
337,954
|
|
|
411,889
|
|
|
(73,935
|
)
|
|
(18.0
|
)%
|
|||
Operating profit
|
24,402
|
|
|
62,236
|
|
|
(37,834
|
)
|
|
(60.8
|
)%
|
|||
Change in same store revenue
|
|
|
|
|
|
|
(12.5
|
)%
|
||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
1,734
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Change
|
|||||||||||
(dollar amounts in thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
234,546
|
|
|
$
|
230,396
|
|
|
$
|
4,150
|
|
|
1.8
|
%
|
Gross profit
|
114,429
|
|
|
111,142
|
|
|
3,287
|
|
|
3.0
|
%
|
|||
Operating profit
|
20,619
|
|
|
29,369
|
|
|
(8,750
|
)
|
|
(29.8
|
)%
|
|||
Change in same store revenue
|
|
|
|
|
|
|
2.9
|
%
|
||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
1,033
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Change
|
|||||||||||
(dollar amounts in thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
11,100
|
|
|
$
|
13,749
|
|
|
$
|
(2,649
|
)
|
|
(19.3
|
)%
|
Gross profit
|
7,821
|
|
|
9,327
|
|
|
(1,506
|
)
|
|
(16.1
|
)%
|
|||
Operating profit (loss)
|
161
|
|
|
(2,610
|
)
|
|
2,771
|
|
|
106.2
|
%
|
|||
Change in same store revenue
|
|
|
|
|
|
|
(6.0
|
)%
|
||||||
Stores in same store revenue calculation
|
|
|
|
|
|
|
84
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
Change
|
|||||||||||
(dollar amounts in thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
5,441
|
|
|
$
|
7,142
|
|
|
$
|
(1,701
|
)
|
|
(23.8
|
)%
|
Gross profit
|
2,459
|
|
|
2,586
|
|
|
(127
|
)
|
|
(4.9
|
)%
|
|||
Operating profit
|
1,441
|
|
|
1,413
|
|
|
28
|
|
|
2.0
|
%
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Customer stolen merchandise
|
$
|
45,561
|
|
|
$
|
44,164
|
|
Other merchandise losses
(1)
|
11,504
|
|
|
11,019
|
|
||
Total merchandise losses
|
$
|
57,065
|
|
|
$
|
55,183
|
|
(1)
|
Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims.
|
|
Core U.S.
|
|
Acceptance Now Staffed
|
|
Acceptance Now Direct
|
|
Mexico
|
|
Franchising
|
|
Total
|
||||||||||||
Locations at beginning of period
|
2,463
|
|
|
1,431
|
|
|
478
|
|
|
130
|
|
|
229
|
|
|
4,731
|
|
||||||
New location openings
|
—
|
|
|
63
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
66
|
|
||||||
Acquired locations remaining open
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Conversions
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Closed locations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Merged with existing locations
|
(7
|
)
|
|
(108
|
)
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
(496
|
)
|
||||||
Sold or closed with no surviving location
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
||||||
Locations at end of period
|
2,453
|
|
|
1,389
|
|
|
96
|
|
|
131
|
|
|
229
|
|
|
4,298
|
|
||||||
Acquired locations closed and accounts merged with existing locations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total approximate purchase price of acquired stores
(in millions)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Senior Term Debt
(1)
|
$
|
50,250
|
|
|
$
|
1,687
|
|
|
$
|
4,500
|
|
|
$
|
44,063
|
|
|
$
|
—
|
|
Revolving Facility
(2)
|
70,000
|
|
|
—
|
|
|
70,000
|
|
|
—
|
|
|
—
|
|
|||||
6.625% Senior Notes
(3)
|
370,316
|
|
|
19,394
|
|
|
38,788
|
|
|
312,134
|
|
|
—
|
|
|||||
4.75% Senior Notes
(4)
|
303,437
|
|
|
11,875
|
|
|
23,750
|
|
|
267,812
|
|
|
—
|
|
|||||
Operating Leases
|
485,980
|
|
|
125,554
|
|
|
241,861
|
|
|
109,084
|
|
|
9,481
|
|
|||||
Total
(5)
|
$
|
1,279,983
|
|
|
$
|
158,510
|
|
|
$
|
378,899
|
|
|
$
|
733,093
|
|
|
$
|
9,481
|
|
(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
March 31, 2017
, was 0.79%.
|
(2)
|
Does not include interest payments. Our Revolving Facility bears interest at varying rates equal to the Eurodollar rate plus 1.50% to 2.75% or the prime rate plus 0.50% to 1.75% at our election. The weighted average Eurodollar rate on our Revolving Facility at
March 31, 2017
was 0.95%.
|
(3)
|
Includes interest payments of $9.7 million on each May 15 and November 15 of each year.
|
(4)
|
Includes interest payments of $5.9 million on each May 1 and November 1 of each year.
|
(5)
|
As of
March 31, 2017
, 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.
|
•
|
Enhance value proposition and facilitate ownership
|
•
|
Optimize product mix
|
•
|
Stabilize and upgrade the workforce
|
•
|
Improve account management
|
•
|
Drive efficiencies in-store
|
•
|
Optimize footprint
|
•
|
Enhance value proposition and facilitate ownership
|
•
|
Optimize partner relationships
|
•
|
Centralize account management
|
•
|
Grow Acceptance Now unstaffed solutions
|
•
|
Enhance decision engine
|
•
|
Leverage technology investments
|
•
|
Build digital capabilities to support omni-channel platform
|
•
|
Expand Acceptance Now to new channels, customers and products
|
|
|
|
|
RENT-A-CENTER, INC.
|
|
|
|
|
|
By:
|
/
S
/ MAUREEN B. SHORT
|
|
|
Maureen B. Short
|
|
|
Interim Chief Financial Officer
|
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.)
|
|
|
3.4
|
Certificate of Designations of Series D Preferred Stock 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 March 29, 2017.)
|
|
|
4.1*
|
Form of Certificate evidencing Common Stock
|
|
|
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.)
|
|
|
4.4
|
Rights Agreement, dated as of March 28, 2017, between Rent-A-Center, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (Incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K dated as of March 25, 2017.)
|
|
|
10.1†
|
Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.)
|
|
|
10.2
|
Guarantee and Collateral Agreement, dated March 19, 2014, by and among Rent-A-Center, Inc., its subsidiaries named as guarantors therein and JPMorgan Chase Bank, N.A. as Administrative Agent (Incorporated herein by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K dated March 19, 2014.)
|
|
|
10.3
|
Franchisee Financing Agreement, dated April 30, 2002, but effective as of June 28, 2002, by and between Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.14 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)
|
|
|
10.4
|
Supplemental Letter Agreement to Franchisee Financing Agreement, dated May 26, 2003, by and between Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.23 to the registrant's Registration Statement on Form S-4 filed July 11, 2003.)
|
|
|
10.5
|
First Amendment to Franchisee Financing Agreement, dated August 30, 2005, by and among Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center East, Inc. (Incorporated herein by reference to Exhibit 10.7 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.)
|
|
|
10.6
|
Franchise Financing Agreement, dated as of August 2, 2010, between ColorTyme Finance, Inc. and Citibank, N.A. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of August 2, 2010.)
|
|
|
10.7
|
Unconditional Guaranty of Rent-A-Center, Inc., dated as of August 2, 2010, executed by Rent-A-Center, Inc. in favor of Citibank, N.A. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of August 2, 2010.)
|
|
|
10.8
|
Unconditional Guaranty of Rent-A-Center, Inc., dated as of August 2, 2010, executed by ColorTyme Finance, Inc. in favor of Citibank, N.A. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of August 2, 2010.)
|
|
|
10.9†
|
Form of Stock Option Agreement issuable to Directors pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.20 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2004.)
|
|
|
10.10†
|
Form of Stock Option Agreement issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.21 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2004.)
|
|
|
10.11†
|
Summary of Director Compensation (Incorporated herein by reference to Exhibit 10.11 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2016.)
|
|
|
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 (Incorporated herein by reference to Exhibit 10.14 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2016.)
|
|
|
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 (Incorporated herein by reference to Exhibit 10.24 to the registrant's Annual Report on Form 10-K for the year ended August 31, 2016.)
|
|
|
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 10-Q 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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
10.41
†
|
Interim CEO Employment Agreement, dated as of January 9, 2017, between Mark E. Speese and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of January 9, 2017.)
|
|
|
10.42
†
|
Separation Agreement and Release of Claims, dated as of January 9, 2017, between Robert D. Davis and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of January 9, 2017.)
|
|
|
10.43
†
|
Amendment No. 1 to Interim CEO Employment Agreement, dated April 10, 2017, between Mark E. Speese and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated as of April 9, 2017.)
|
|
|
10.44
|
Third Amendment and Waiver to the Credit Agreement, dated effective as of May 1, 2017, 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 May 1, 2017.)
|
|
|
18.1
|
Preferability letter regarding change in accounting principle (Incorporated herein by reference to Exhibit 18.1 to the registrant's Quarterly Report on the Form 10-Q for the quarter ended September 30, 2014).
|
|
|
21.1
|
Subsidiaries of Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 21.1 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2016.)
|
|
|
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
|
(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.
|