UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2012
RENT-A-CENTER, INC.
(Exact name of registrant as specified in charter)
| Delaware | 0-25370 | 45-0491516 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
5501 Headquarters Drive
Plano, Texas 75024
(Address of principal executive offices and zip code)
(972) 801-1100
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Item 2.02 Results of Operations and Financial Condition.
Attached hereto as Exhibit 99.1 is the Registrant’s press release reflecting earnings information for the quarter ended March 31, 2012.
The press release contains information regarding EBITDA (earnings before interest, taxes, depreciation and amortization), which is a non-GAAP financial measure as defined in Item 10(e) of Regulation S-K. The press release also contains a reconciliation of EBITDA to the Registrant’s reported earnings before income taxes. Management of the Registrant believes that presentation of EBITDA is useful to investors, as among other things, this information impacts certain financial covenants under the Registrant’s senior credit facilities and the indenture governing its 6 5/8% senior unsecured notes due November 2020. While management believes this non-GAAP financial measure is useful in evaluating the Registrant, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, the non-GAAP financial measure may differ from similar measures presented by other companies.
Pursuant to General Instruction B.2. of Form 8-K, all of the information contained in this Form 8-K and the accompanying exhibit shall be deemed to be “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and, therefore, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit 99.1 Press Release, dated April 23, 2012.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RENT-A-CENTER, INC. | ||||
| Date: April 23, 2012 | By: | /s/ Robert D. Davis | ||
| Robert D. Davis | ||||
| Executive Vice President—Finance, Chief Financial Officer and Treasurer | ||||
3
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release, dated April 23, 2012 |
Exhibit 99.1
For Immediate Release:
RENT-A-CENTER, INC. REPORTS
FIRST QUARTER 2012 RESULTS
Record Total Revenues of $835.3 Million, a 12.5% Increase
Same Store Sales Increased 7.1%
Record Diluted Earnings per Share of $0.87
Plano, Texas, April 23, 2012 — Rent-A-Center, Inc. (the “Company”) (NASDAQ/NGS: RCII), the nation’s largest rent-to-own operator, today announced record revenues and earnings for the quarter ended March 31, 2012.
First Quarter 2012 Results
Total revenues for the quarter ended March 31, 2012, were $835.3 million, an increase of $93.1 million from total revenues of $742.2 million for the same period in the prior year. This 12.5% growth in total revenues was primarily due to an increase in revenue driven by both the Core U.S. and the RAC Acceptance segments. Same store sales for the quarter ended March 31, 2012 increased 7.1%.
Net earnings and net earnings per diluted share for the three months ended March 31, 2012 were $51.9 million and $0.87, respectively, as compared to $44.2 million and $0.69, respectively, for the same period in the prior year.
Net earnings and net earnings per diluted share for the three months ended March 31, 2011 were impacted by the following significant items, as discussed below:
| • | A $7.3 million pre-tax impairment charge, or approximately $0.07 per share, related to the discontinuation of the financial services business; and |
| • | A $2.8 million pre-tax litigation expense, or approximately $0.03 per share, related to the settlement of wage and hour claims in California. |
Collectively, these items reduced net earnings per diluted share by approximately $0.10 in the first quarter of 2011.
Net earnings per diluted share for the three months ended March 31, 2012, were $0.87, as compared to adjusted net earnings per diluted share of $0.79, when excluding the pre-tax impairment charge and litigation expense above, for the three months ended March 31, 2011, an increase of 10.1%. These results include dilution related to the Company’s international growth initiatives of approximately $0.07 per share for the three months ended March 31, 2012 and $0.02 per share for the same period in the prior year.
“We delivered excellent results in the quarter, as we reported both record total revenues and earnings,” said Mark E. Speese, the Company’s Chairman and Chief Executive Officer. “Total revenue and same store sales benefited in the quarter from more customers than expected exercising their early purchase option. However, this does not create recurring revenue,” Speese continued. “The demand for our products and services remained steady in the quarter. We believe we are well positioned with our marketing and advertising plans in place to continue to drive customer traffic. As such, we remain optimistic in achieving our 2012 total revenue and diluted earnings per share guidance as previously provided in our fourth quarter 2011 earnings press release,” Speese concluded.
Through the three month period ended March 31, 2012, the Company generated cash flow from operations of approximately $138.5 million, while ending the quarter with $107.0 million of cash on hand. In addition, during the three month period ended March 31, 2012, the Company reduced its outstanding indebtedness by approximately $88.9 million, which consisted of approximately $6.2 million in mandatory payments as well as a reduction of approximately $82.7 million under its revolving lines of credit.
2012 Guidance
The Company began presenting segmented financial information commencing with its Annual Report on Form 10-K for the year ended December 31, 2011. Accordingly, quarterly operating results are being reported on such segmented basis beginning with the quarter ended March 31, 2012. The Company is committed to high levels of disclosure and transparency with respect to its operating segments.
In addition, the Company made certain changes to its guidance practices. Beginning with the fourth quarter 2011 earnings press release, the Company began providing annual guidance with quarterly updates on the metrics below. The Company will no longer provide quarterly earnings per share guidance; however, the Company has made available on its web site (investor.rentacenter.com) a range of the percentage contribution to full year diluted earnings per share by quarter based on historical results since 2009. In future years, the Company will provide its initial annual guidance for the following fiscal year with the fourth quarter earnings press release. We believe these changes in guidance practice will allow management to focus on the Company’s long-term performance and the execution of our strategic plan as communicated in November 2010.
2012 Guidance
| • | 7% to 10% total revenue growth. |
| • | Low single digit growth in the Core U.S. |
| • | Over $300 million contribution from RAC Acceptance. |
| • | 2.5% to 4.5% same store sales growth. |
| • | Split evenly between Core U.S. and the impact of RAC Acceptance. |
| • | 100 basis points gross profit margin decrease. |
| • | Primarily due to the impact of RAC Acceptance. |
| • | 50 basis points operating profit margin decrease. |
| • | Diluted earnings per share in the range of $3.00 to $3.20, including approximately $0.25 to $0.30 per share dilution related to our international growth initiatives, which now includes corporate allocations consistent with our segment reporting. |
| • | Capital expenditures of approximately $105 million. |
| • | The Company expects to open approximately 50 domestic rent-to-own store locations. |
| • | The Company expects to open approximately 200 domestic RAC Acceptance kiosks. |
| • | The Company expects to open approximately 60 rent-to-own store locations in Mexico. |
| • | The Company expects to open approximately 10 rent-to-own store locations in Canada. |
| • | The 2012 guidance does not include the potential impact of any repurchases of common stock the Company may make, changes in future dividends, material changes in outstanding indebtedness, or the potential impact of acquisitions, dispositions or store closures that may be completed or occur after April 23, 2012. |
2011 Significant Items
Financial Services Charge. As previously reported, the Company recorded an $18.9 million pre-tax impairment charge during the fourth quarter of 2010 related to the discontinuation of the financial services business. The charge with respect to discontinuing the operations of all 331 store locations related primarily to fixed asset disposals, goodwill impairment, loan write-downs and other miscellaneous items. During the first quarter of 2011, the Company recorded an additional pre-tax impairment charge of $7.3 million related primarily to loan write-downs, fixed asset disposals (store reconstruction), and other miscellaneous items. For the three month period ended March 31, 2011, this pre-tax impairment charge of $7.3 million reduced net earnings per diluted share by approximately $0.07.
Settlement of Wage & Hour Claims in California. As previously reported, the Company recorded a $2.8 million pre-tax litigation expense during the first quarter of 2011 in connection with the settlement of certain putative class actions pending in California alleging various claims, including violations of California wage and hour laws. For the three month period ended March 31, 2011, this pre-tax litigation expense of $2.8 million reduced net earnings per diluted share by approximately $0.03.
- - -
Rent-A-Center, Inc. will host a conference call to discuss the first quarter results, guidance and other operational matters on Tuesday morning, April 24, 2012, at 10:45 a.m. ET. For a live webcast of the call, visit http://investor.rentacenter.com. Certain financial and other statistical information that will be discussed during the conference call will also be provided on the same website.
Rent-A-Center, Inc., headquartered in Plano, Texas, is the largest rent-to-own operator in North America, focused on improving the quality of life for its customers by providing them the opportunity to obtain ownership of high-quality, durable goods such as consumer electronics, appliances, computers, furniture and accessories, under flexible rental purchase agreements with no long-term obligation. The Company owns and operates approximately 3,070 stores in the United States, Canada, Mexico and Puerto Rico, and approximately 765 RAC Acceptance kiosk locations in the United States and Puerto Rico. ColorTyme, Inc., a wholly owned subsidiary of the Company, is a national franchiser of approximately 220 rent-to-own stores operating under the trade name of “ColorTyme.” For additional information about the Company, please visit www.rentacenter.com.
This press release and the guidance above contain forward-looking statements that involve risks and uncertainties. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate,” or “believe,” or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements will prove to be correct, the Company can give no assurance that such expectations will prove to have been correct. The actual future performance of the Company could differ materially from such statements. Factors that could cause or contribute to such differences include, but are not limited to: uncertainties regarding the ability to open new locations; the Company’s ability to acquire additional stores or customer accounts on favorable terms; the Company’s ability to control costs and increase profitability; the Company’s ability to enhance the performance of acquired stores; the Company’s ability to retain the revenue associated with acquired customer accounts; the Company’s ability to identify and successfully market products and services that appeal to its customer demographic; the Company’s ability to enter into new and collect on its rental or lease purchase agreements; the passage of legislation adversely affecting the rent-to-own industry; the Company’s failure to comply with applicable statutes or regulations governing its transactions; changes in interest rates; changes in the unemployment rate; economic pressures, such as high fuel costs, affecting the disposable income available to the Company’s current and potential customers; economic conditions affecting consumer spending; changes in the Company’s stock price, the number of shares of common stock that it 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 the Company’s effective tax rate; fluctuations in foreign currency exchange rates; the Company’s ability to maintain an effective system of internal controls; changes in the number of share-based compensation grants, methods used to value future share-based payments and changes in estimated forfeiture rates with respect to share-based compensation; the resolution of the Company’s litigation; and the other risks detailed from time to time in the Company’s SEC reports, including but not limited to, its annual report on Form 10-K for the year ended December 31, 2011. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Contact for Rent-A-Center, Inc.:
David E. Carpenter
Vice President of Investor Relations
(972) 801-1214
david.carpenter@rentacenter.com
Rent-A-Center, Inc. and Subsidiaries
STATEMENT OF EARNINGS HIGHLIGHTS
| Three Months Ended March 31, | ||||||||||||
| 2012 | 2011 | 2011 | ||||||||||
| (In thousands of dollars, except per share data) | After Significant Items (GAAP Earnings) |
Before Significant Items (Non-GAAP Earnings) |
After Significant Items (GAAP Earnings) |
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| Total Revenues |
$ | 835,254 | $ | 742,178 | $ | 742,178 | ||||||
| Operating Profit |
92,034 | 90,539 | 80,419 | (1)(2) | ||||||||
| Net Earnings |
51,941 | 50,551 | 44,230 | (1)(2) | ||||||||
| Diluted Earnings per Common Share |
$ | 0.87 | $ | 0.79 | $ | 0.69 | (1)(2) | |||||
| Adjusted EBITDA |
$ | 111,363 | $ | 107,075 | $ | 107,075 | ||||||
| Reconciliation to Adjusted EBITDA: |
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| Earnings Before Income Taxes |
$ | 83,238 | $ | 80,933 | $ | 70,813 | ||||||
| Add back: |
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| Impairment Charge |
— | — | 7,320 | |||||||||
| Litigation Expense |
— | — | 2,800 | |||||||||
| Interest Expense, net |
8,796 | 9,606 | 9,606 | |||||||||
| Depreciation of Property Assets |
17,994 | 15,678 | 15,678 | |||||||||
| Amortization and Write-down of Intangibles |
1,335 | 858 | 858 | |||||||||
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| Adjusted EBITDA |
$ | 111,363 | $ | 107,075 | $ | 107,075 | ||||||
| (1) | Includes the effects of a $7.3 million pre-tax impairment charge in the first quarter of 2011 related to the discontinuation of the financial services business. The charge reduced net earnings per diluted share by approximately $0.07 for the three month period ended March 31, 2011. |
| (2) | Includes the effects of a $2.8 million pre-tax litigation expense in the first quarter of 2011 related to the settlement of wage and hour claims in California. The expense reduced net earnings per diluted share by approximately $0.03 for the three month period ended March 31, 2011. |
SELECTED BALANCE SHEET HIGHLIGHTS
| March 31, | ||||||||
| (In thousands of dollars) | 2012 | 2011 | ||||||
| Cash and Cash Equivalents |
$ | 106,966 | $ | 145,000 | ||||
| Receivables, net |
44,886 | 47,228 | ||||||
| Prepaid Expenses and Other Assets |
69,949 | 56,942 | ||||||
| Rental Merchandise, net |
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| On Rent |
757,670 | 675,013 | ||||||
| Held for Rent |
185,799 | 180,512 | ||||||
| Total Assets |
$ | 2,815,493 | $ | 2,679,254 | ||||
| Senior Debt |
$ | 351,740 | $ | 358,584 | ||||
| Senior Notes |
300,000 | 300,000 | ||||||
| Total Liabilities |
1,402,134 | 1,284,510 | ||||||
| Stockholders’ Equity |
$ | 1,413,359 | $ | 1,394,744 | ||||
Rent-A-Center, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
| Three Months Ended March 31, | ||||||||
| (In thousands of dollars, except per share data) | 2012 | 2011 | ||||||
| Unaudited | ||||||||
| Revenues |
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| Store |
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| Rentals and Fees |
$ | 677,981 | $ | 610,428 | ||||
| Merchandise Sales |
122,859 | 99,266 | ||||||
| Installment Sales |
17,495 | 16,687 | ||||||
| Other |
4,932 | 5,339 | ||||||
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| 823,267 | 731,720 | |||||||
| Franchise |
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| Merchandise Sales |
10,613 | 9,146 | ||||||
| Royalty Income and Fees |
1,374 | 1,312 | ||||||
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| Total Revenues |
835,254 | 742,178 | ||||||
| Cost of Revenues |
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| Store |
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| Cost of Rentals and Fees |
163,359 | 135,649 | ||||||
| Cost of Merchandise Sold |
95,016 | 68,579 | ||||||
| Cost of Installment Sales |
6,298 | 6,048 | ||||||
| Franchise Cost of Merchandise Sold |
10,164 | 8,754 | ||||||
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| Total Cost of Revenues |
274,837 | 219,030 | ||||||
| Gross Profit |
560,417 | 523,148 | ||||||
| Operating Expenses |
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| Salaries and Other Expenses |
430,803 | 397,198 | ||||||
| General and Administrative Expenses |
36,245 | 34,553 | ||||||
| Amortization and Write-down of Intangibles |
1,335 | 858 | ||||||
| Impairment Charge |
— | 7,320 | ||||||
| Litigation Expense |
— | 2,800 | ||||||
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| Total Operating Expenses |
468,383 | 442,729 | ||||||
| Operating Profit |
92,034 | 80,419 | ||||||
| Interest Expense |
8,977 | 9,760 | ||||||
| Interest Income |
(181 | ) | (154 | ) | ||||
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| Earnings Before Income Taxes |
83,238 | 70,813 | ||||||
| Income Tax Expense |
31,297 | 26,583 | ||||||
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| NET EARNINGS |
$ | 51,941 | $ | 44,230 | ||||
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| BASIC WEIGHTED AVERAGE SHARES |
59,252 | 63,353 | ||||||
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| BASIC EARNINGS PER COMMON SHARE |
$ | 0.88 | $ | 0.70 | ||||
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| DILUTED WEIGHTED AVERAGE SHARES |
59,935 | 64,292 | ||||||
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| DILUTED EARNINGS PER COMMON SHARE |
$ | 0.87 | $ | 0.69 | ||||
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Rent-A-Center, Inc. and Subsidiaries
SEGMENT INFORMATION HIGHLIGHTS
| Three Months Ended March 31, 2012 | ||||||||||||||||||||
| (In thousands of dollars) | Core U.S. | RAC Acceptance | International | ColorTyme | Total | |||||||||||||||
| Revenues |
$ | 727,830 | $ | 87,728 | $ | 7,709 | $ | 11,987 | $ | 835,254 | ||||||||||
| Gross profit |
510,057 | 43,170 | 5,367 | 1,823 | 560,417 | |||||||||||||||
| Operating profit |
95,208 | 2,868 | (6,760 | ) | 718 | 92,034 | ||||||||||||||
| Depreciation |
15,756 | 828 | 1,385 | 25 | 17,994 | |||||||||||||||
| Amortization |
438 | 897 | — | — | 1,335 | |||||||||||||||
| Capital expenditures |
20,341 | 1,344 | 5,743 | — | 27,428 | |||||||||||||||
| Rental merchandise, net |
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| On rent |
592,402 | 155,273 | 9,995 | — | 757,670 | |||||||||||||||
| Held for rent |
177,063 | 1,632 | 7,104 | — | 185,799 | |||||||||||||||
| Total assets |
2,519,404 | 237,246 | 54,535 | 4,308 | 2,815,493 | |||||||||||||||
| Three Months Ended March 31, 2011 | ||||||||||||||||||||
| (In thousands of dollars) | Core U.S. | RAC Acceptance | International | ColorTyme | Total | |||||||||||||||
| Revenues |
$ | 689,530 | $ | 38,413 | $ | 3,777 | $ | 10,458 | $ | 742,178 | ||||||||||
| Gross profit |
496,684 | 22,085 | 2,675 | 1,704 | 523,148 | |||||||||||||||
| Operating profit |
82,060 | (586 | ) | (1,823 | ) | 768 | 80,419 | |||||||||||||
| Depreciation |
14,915 | 404 | 320 | 39 | 15,678 | |||||||||||||||
| Amortization |
106 | 752 | — | — | 858 | |||||||||||||||
| Capital expenditures |
20,509 | 925 | 5,710 | — | 27,144 | |||||||||||||||
| Rental merchandise, net |
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| On rent |
613,666 | 56,334 | 5,013 | — | 675,013 | |||||||||||||||
| Held for rent |
177,154 | 1,077 | 2,281 | — | 180,512 | |||||||||||||||
| Total assets |
2,521,223 | 135,136 | 18,832 | 4,063 | 2,679,254 | |||||||||||||||
| Location Activity—Three Months Ended March 31, 2012 | ||||||||||||||||||||
| Core U.S. | RAC Acceptance | International | ColorTyme | Total | ||||||||||||||||
| Locations at beginning of period |
2,994 | 750 | 80 | 216 | 4,040 | |||||||||||||||
| New location openings |
4 | 45 | 7 | 4 | 60 | |||||||||||||||
| Closed locations |
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| Merged with existing locations |
14 | 18 | — | — | 32 | |||||||||||||||
| Sold or closed with no surviving location |
1 | 14 | — | 2 | 17 | |||||||||||||||
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| Locations at end of period |
2,983 | 763 | 87 | 218 | 4,051 | |||||||||||||||
| Acquired locations closed and accounts merged with existing locations |
2 | — | — | — | 2 | |||||||||||||||