Delaware
(State
or other jurisdiction of incorporation or organization)
|
0-25370
(Commission
File Number)
|
45-0491516
(IRS
Employer Identification No.)
|
5700
Tennyson ParkwayPlano,
Texas 75024
(Address
of principal executive offices and zip
code)
|
¨ |
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)). |
(c)
|
Exhibits
|
Exhibit 99.1 |
Press
Release, dated October 24, 2005.
|
RENT-A-CENTER, INC. | ||
|
|
|
Date: October 24, 2005 | By: | /s/ Robert D. Davis |
Robert D. Davis |
||
Senior Vice President - Finance, Chief Financial Officer and Treasurer |
Exhibit
No.
|
Description
|
99.1
|
Press
release, dated October 24, 2005
|
· |
The
Company expects total revenues to be in the range of $575 million
to $583
million.
|
· |
Store
rental and fee revenues are expected to be between $521 million
and $526
million.
|
· |
Total
store revenues are expected to be in the range of $565 million
to $573
million.
|
· |
Same
store sales are expected to be in the (1.0%) to (2.0%)
range.
|
· |
The
Company expects to open 20-25 new store
locations.
|
· |
The
Company expects cost of rental and fees to be between 21.7% and
22.1% of
store rental and fee revenue and cost of goods merchandise sales
to be
between 75% and 80% of store merchandise
sales.
|
· |
Store
salaries and other expenses are expected to be in the range of
59.5% to
61.0% of total store revenue.
|
· |
General
and administrative expenses are expected to be between 3.5% and
3.7% of
total revenue.
|
· |
Net
interest expense is expected to be approximately $11.5 million,
depreciation of property assets to be approximately $13.5 million
and
amortization of intangibles is expected to be approximately $1.3
million.
|
· |
The
effective tax rate is expected to be in the range of 37.0% to 37.5%
of
pre-tax income.
|
· |
Diluted
earnings per share are estimated to be in the range of $0.43 to
$0.47.
|
· |
Diluted
shares outstanding are estimated to be between 71.3 million and
72.3
million.
|
· |
The
Company expects total revenues to be in the range of $2.37 billion
and
$2.40 billion.
|
· |
Store
rental and fee revenues are expected to be between $2.105 billion
and
$2.130 billion.
|
· |
Total
store revenues are expected to be in the range of $2.332 billion
and
$2.362 billion.
|
· |
Same
store sales are expected to be
flat.
|
· |
The
Company expects to open 60-80 new store
locations.
|
· |
The
Company expects cost of rental and fees to be between 21.7% and
22.1% of
store rental and fee revenue and cost of goods merchandise sales
to be
between 70% and 75% of store merchandise
sales.
|
· |
Store
salaries and other expenses are expected to be in the range of
58.0% to
59.5% of total store revenue.
|
· |
General
and administrative expenses are expected to be between 3.5% and
3.7% of
total revenue.
|
· |
Net
interest expense is expected to be between $42.0 million and $47.0
million, depreciation of property assets is expected to be between
$53.0
million and $58.0 million and amortization of intangibles is expected
to
be approximately $3.3 million.
|
· |
The
effective tax rate is expected to be in the range of 36.75% to
37.25% of
pre-tax income.
|
· |
Diluted
earnings per share, when including stock option expense, are estimated
to
be in the range of $2.00 to $2.10, and $2.04 to $2.14, excluding
stock
option expense.
|
· |
Diluted
shares outstanding are estimated to be between 72.0 million and
73.5
million.
|
Three
Months Ended September 30,
|
|||||||||||||
2005
|
2005
|
2004
|
2004
|
||||||||||
Before
Restructuring and Hurricanes Expense
|
After
Restructuring and Hurricanes Expense
|
Before
Litigation & Finance Charges
|
After
Litigation & Finance Charges
|
||||||||||
Total
Revenue
|
$
|
573,507
|
$
|
573,507
|
$
|
569,607
|
$
|
569,607
|
|||||
Operating
Profit
|
51,750
|
30,980
|
71,344
|
24,344
|
|||||||||
Net
Earnings
|
25,985
|
11,277
|
(1)
|
37,552
|
5,573
|
(2)
|
|||||||
Diluted
Earnings per Common Share
|
$
|
0.35
|
$
|
0.15
|
(1)
|
$
|
0.47
|
$
|
0.07
|
(2)
|
|||
Adjusted
EBITDA
|
$
|
67,493
|
$
|
67,493
|
$
|
86,608
|
$
|
86,608
|
|||||
Reconciliation
to Adjusted EBITDA:
|
|||||||||||||
Earnings
before income taxes
|
41,279
|
20,509
|
62,821
|
11,648
|
|||||||||
Add
back:
|
|||||||||||||
Restructuring
expense
|
—
|
13,028
|
—
|
—
|
|||||||||
Hurricanes
expense
|
—
|
4,075
|
—
|
—
|
|||||||||
Litigation
settlement
|
—
|
—
|
—
|
47,000
|
|||||||||
Finance
charge from recapitalization
|
—
|
—
|
—
|
4,173
|
|||||||||
Interest
expense, net
|
10,471
|
10,471
|
8,523
|
8,523
|
|||||||||
Depreciation
of property assets
|
13,484
|
13,484
|
12,508
|
12,508
|
|||||||||
Amortization
of intangibles
|
2,259
|
5,926
|
(4)
|
2,756
|
2,756
|
||||||||
Adjusted
EBITDA
|
$
|
67,493
|
$
|
67,493
|
$
|
86,608
|
$
|
86,608
|
Nine
Months Ended September 30,
|
|||||||||||||
2005
|
2005
|
2004
|
2004
|
||||||||||
Before
Restructuring and Hurricanes Expense & Tax Audit Reserve and
Litigation Credits
|
After
Restructuring and Hurricanes Expense & Tax Audit Reserve and
Litigation Credits
|
Before
Litigation & Finance Charges
|
After
Litigation & Finance Charges
|
||||||||||
Total
Revenue
|
$
|
1,755,894
|
$
|
1,755,894
|
$
|
1,727,972
|
$
|
1,727,972
|
|||||
Operating
Profit
|
202,730
|
189,960
|
254,226
|
207,226
|
|||||||||
Net
Earnings
|
108,290
|
100,688
|
(1,3)
|
140,955
|
108,976
|
(2)
|
|||||||
Diluted
Earnings per Common Share
|
$
|
1.44
|
$
|
1.34
|
(1,3)
|
$
|
1.73
|
$
|
1.34
|
(2)
|
|||
Adjusted
EBITDA
|
$
|
249,459
|
$
|
249,459
|
$
|
298,219
|
$
|
298,219
|
|||||
Reconciliation
to Adjusted EBITDA:
|
|||||||||||||
Earnings
before income taxes
|
173,358
|
160,588
|
228,083
|
176,910
|
|||||||||
Add
back:
|
|||||||||||||
Restructuring
expense
|
—
|
13,028
|
—
|
—
|
|||||||||
Hurricanes
expense impact
|
—
|
4,075
|
—
|
—
|
|||||||||
Litigation
credit & settlement
|
—
|
(8,000
|
)
|
—
|
47,000
|
||||||||
Finance
charge from recapitalization
|
—
|
—
|
—
|
4,173
|
|||||||||
Interest
expense, net
|
29,372
|
29,372
|
26,143
|
26,143
|
|||||||||
Depreciation
of property assets
|
40,018
|
40,018
|
35,591
|
35,591
|
|||||||||
Amortization
of intangibles
|
6,711
|
10,378
|
(4)
|
8,402
|
8,402
|
||||||||
Adjusted
EBITDA
|
$
|
249,459
|
$
|
249,459
|
$
|
298,219
|
$
|
298,219
|
(1)
|
Including
the effects of a $13.0 million pre-tax restructuring expense
as part of
the store consolidation plan announced September 6, 2005 and
$7.7 million
in pre-tax expenses related to the damage caused by Hurricanes
Katrina and
Rita. The expenses reduced diluted earnings per share in the
third quarter
of 2005 and the nine month period ending September 30, 2005,
by $0.12 and
$0.12 respectively for the restructuring expense and by $0.08
and $0.08
respectively for the hurricanes expense.
|
(2)
|
Including
the effects of $47.0 million in pre-tax charges associated with
the
Griego/Carrillo litigation and $4.2 million in pre-tax charges
associated
with refinancing of the Company’s senior credit facility. These charges
reduced diluted earnings per share in the third quarter of 2004
by $0.40,
$0.37 for the litigation charge and $0.03 for the refinancing
charge, to
the reported diluted earnings per share of $0.07. Additionally,
these
charges reduced diluted earnings per share for the nine month
period ended
September 30, 2004 by $0.39 to the reported diluted earnings
per share of
$1.34.
|
(3)
|
Including
the effects of an $8.0 million pre-tax credit in the first quarter
associated with the settlement of the Griego/Carrillo litigation
reversion, and a $2.0 million tax audit reserve credit associated
with the
examination and favorable resolution of the Company’s 1998 and 1999
federal tax returns in the second quarter of 2005. These credits
increased
diluted earnings per share for the nine month period ended September
30,
2005 by $0.10.
|
(4)
|
Includes
$3.667 million of goodwill impairment related to Hurricanes Katrina
and
Rita.
|
Selected
Balance Sheet Data: (in
Thousands of Dollars)
|
September
30, 2005
|
September
30, 2004
|
|||||
Cash
and cash equivalents
|
$
|
52,790
|
$
|
64,521
|
|||
Prepaid
expenses and other assets
|
42,067
|
47,387
|
|||||
Rental
merchandise, net
|
|||||||
On
rent
|
572,224
|
555,024
|
|||||
Held
for rent
|
178,825
|
162,489
|
|||||
Total
Assets
|
1,939,384
|
1,906,164
|
|||||
Senior
debt
|
406,625
|
399,125
|
|||||
Subordinated
notes payable
|
300,000
|
300,000
|
|||||
Total
Liabilities
|
1,117,385
|
1,128,919
|
|||||
Stockholders’
Equity
|
821,999
|
777,245
|
CONSOLIDATED
STATEMENTS OF EARNINGS
|
|||||||
(In
Thousands of Dollars, except per share data)
|
Three
Months Ended September 30,
|
||||||
2005
|
2004
|
||||||
Unaudited
|
|||||||
Store
Revenue
|
|||||||
Rentals
and Fees
|
$
|
516,433
|
$
|
516,576
|
|||
Merchandise
Sales
|
39,212
|
36,265
|
|||||
Installment
Sales
|
6,372
|
5,469
|
|||||
Other
|
2,938
|
919
|
|||||
564,955
|
559,229
|
||||||
Franchise
Revenue
|
|||||||
Franchise
Merchandise Sales
|
7,245
|
8,967
|
|||||
Royalty
Income and Fees
|
1,307
|
1,411
|
|||||
Total
Revenue
|
573,507
|
569,607
|
|||||
Operating
Expenses
|
|||||||
Direct
Store Expenses
|
|||||||
Cost
of Rentals and Fees
|
112,174
|
112,582
|
|||||
Cost
of Merchandise Sold
|
30,314
|
26,978
|
|||||
Cost
of Installment Sales
|
2,556
|
2,180
|
|||||
Salaries
and Other Expenses
|
350,389
|
326,410
|
|||||
Franchise
Operation Expenses
|
|||||||
Cost
of Franchise Merchandise Sales
|
6,964
|
8,585
|
|||||
502,397
|
476,735
|
||||||
General
and Administrative Expenses
|
21,176
|
18,772
|
|||||
Amortization
of Intangibles
|
5,926
|
2,756
|
|||||
Restructuring
charge
|
13,028
|
—
|
|||||
Class
Action Litigation Settlement
|
—
|
47,000
|
|||||
Total
Operating Expenses
|
542,527
|
545,263
|
|||||
Operating
Profit
|
30,980
|
24,344
|
|||||
Finance
Charge from Recapitalization
|
—
|
4,173
|
|||||
Interest
Income
|
(1,331
|
)
|
(1,391
|
)
|
|||
Interest
Expense
|
11,802
|
9,914
|
|||||
Earnings
before Income Taxes
|
20,509
|
11,648
|
|||||
Income
Tax Expense
|
9,232
|
6,075
|
|||||
NET
EARNINGS
|
11,277
|
5,573
|
|||||
Preferred
Dividends
|
—
|
—
|
|||||
Net
earnings allocable to common stockholders
|
$
|
11,277
|
$
|
5,573
|
|||
BASIC
WEIGHTED AVERAGE SHARES
|
72,826
|
77,989
|
|||||
BASIC
EARNINGS PER COMMON SHARE
|
$
|
0.15
|
$
|
0.07
|
|||
DILUTED
WEIGHTED AVERAGE SHARES
|
73,713
|
79,928
|
|||||
DILUTED
EARNINGS PER COMMON SHARE
|
$
|
0.15
|
$
|
0.07
|
CONSOLIDATED
STATEMENTS OF EARNINGS
|
|||||||
(In
Thousands of Dollars, except per share data)
|
Nine
Months Ended September 30,
|
||||||
2005
|
2004
|
||||||
Unaudited
|
|||||||
Store
Revenue
|
|||||||
Rentals
and Fees
|
$
|
1,561,694
|
$
|
1,541,459
|
|||
Merchandise
Sales
|
139,480
|
130,287
|
|||||
Installment
Sales
|
19,574
|
17,968
|
|||||
Other
|
5,013
|
2,966
|
|||||
1,725,761
|
1,692,680
|
||||||
Franchise
Revenue
|
|||||||
Franchise
Merchandise Sales
|
26,032
|
31,099
|
|||||
Royalty
Income and Fees
|
4,101
|
4,193
|
|||||
Total
Revenue
|
1,755,894
|
1,727,972
|
|||||
Operating
Expenses
|
|||||||
Direct
Store Expenses
|
|||||||
Cost
of Rentals and Fees
|
338,710
|
333,868
|
|||||
Cost
of Merchandise Sold
|
100,606
|
91,081
|
|||||
Cost
of Installment Sales
|
8,169
|
7,802
|
|||||
Salaries
and Other Expenses
|
1,017,369
|
946,552
|
|||||
Franchise
Operation Expenses
|
|||||||
Cost
of Franchise Merchandise Sales
|
24,993
|
29,691
|
|||||
1,489,847
|
1,408,994
|
||||||
General
and Administrative Expenses
|
60,681
|
56,350
|
|||||
Amortization
of Intangibles
|
10,378
|
8,402
|
|||||
Restructuring
charge
|
13,028
|
—
|
|||||
Class
Action Litigation Settlement (Reversion)
|
(8,000
|
)
|
47,000
|
||||
Total
Operating Expenses
|
1,565,934
|
1,520,746
|
|||||
Operating
Profit
|
189,960
|
207,226
|
|||||
Finance
Charge from Recapitalization
|
—
|
4,173
|
|||||
Interest
Income
|
(4,084
|
)
|
(4,382
|
)
|
|||
Interest
Expense
|
33,456
|
30,525
|
|||||
Earnings
before Income Taxes
|
160,588
|
176,910
|
|||||
Income
Tax Expense
|
59,900
|
67,934
|
|||||
NET
EARNINGS
|
100,688
|
108,976
|
|||||
Preferred
Dividends
|
—
|
—
|
|||||
Net
earnings allocable to common stockholders
|
$
|
100,688
|
$
|
108,976
|
|||
BASIC
WEIGHTED AVERAGE SHARES
|
74,044
|
79,246
|
|||||
BASIC
EARNINGS PER COMMON SHARE
|
$
|
1.36
|
$
|
1.38
|
|||
DILUTED
WEIGHTED AVERAGE SHARES
|
75,262
|
81,598
|
|||||
DILUTED
EARNINGS PER COMMON SHARE
|
$
|
1.34
|
$
|
1.34
|