e8vk
 
 
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)
July 28, 2008
 
RENT-A-CENTER, INC.
(Exact name of registrant as specified in charter)
         
Delaware
(State or other jurisdiction of
incorporation or organization)
  0-25370
(Commission File Number)
  45-0491516
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o   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 June 30, 2008.
     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 7 1/2% Senior Subordinated Notes due 2010. 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 July 28, 2008.

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: July 28, 2008  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 July 28, 2008

 

exv99w1
Exhibit 99.1
For Immediate Release:
RENT-A-CENTER, INC. REPORTS
SECOND QUARTER 2008 RESULTS
Same Store Sales Increase 0.9%
Diluted Earnings per Share of $0.56
Cash Flow from Operations Exceeds $213 million Year-To-Date
 
Plano, Texas, July 28, 2008 — Rent-A-Center, Inc. (the “Company”) (NASDAQ/NGS:RCII), the nation’s largest rent-to-own operator, today announced revenues and earnings for the quarter ended June 30, 2008.
Second Quarter 2008 Results
Total revenues for the quarter ended June 30, 2008 were $719.0 million, a decrease of $5.2 million from the total revenues of $724.2 million for the same period in the prior year. This decrease in revenues was primarily the result of approximately 325 fewer stores over the past year principally due to the previously announced restructuring plan, offset by a 0.9% increase in same store sales.
Net earnings for the quarter ended June 30, 2008 were $37.7 million, as compared to the net earnings of $41.3 million for the same period in the prior year. Net earnings per diluted share for the quarter ended June 30, 2008 were $0.56, as compared to the net earnings per diluted share of $0.58 for the same period in the prior year.
“Our operating team executed well in the second quarter in spite of the difficult economic conditions,” commented Mark E. Speese, the Company’s Chairman and Chief Executive Officer. “We exceeded our guidance for same store sales and were within our guidance for store rental and fee revenue and diluted earnings per share,” Speese continued. “We continue to be cautiously optimistic about the near term. We believe that we are well positioned with our marketing and advertising plans in place and should also benefit from customers attracted to our transaction due to the difficult credit environment. And we will continue to use our account-management skills to maintain a focus on our collections,” Speese concluded.
Six Months Ended June 30, 2008 Results
Total revenues for the six months ended June 30, 2008 were $1.476 billion, a decrease of $3.0 million from the total revenues of $1.479 billion for the same period in the prior year. This decrease in revenues was primarily the result of approximately 325 fewer stores over the past year principally due to the previously announced restructuring plan, offset by a 2.2% increase in same store sales.
Net earnings for the six months ended June 30, 2008 were $74.1 million, as compared to the net earnings of $56.4 million for the same period in the prior year. Net earnings for the six months ended June 30, 2008 were reduced by a $2.9 million pre-tax restructuring expense related to the previously announced restructuring plan, as discussed below. Net earnings for the six months ended June 30, 2007 were reduced by a $51.3 million pre-tax litigation charge related to the Hilda Perez matter, as discussed below.
Net earnings per diluted share for the six months ended June 30, 2008 were $1.10, as compared to the net earnings per diluted share of $0.79 for the same period in the prior year. Net earnings per diluted share for the six months ended June 30, 2008 were reduced by approximately $0.03 per share as a result of the restructuring expense related to the previously announced restructuring plan, as discussed below. Net earnings per diluted share for the six months ended June 30, 2007 were reduced by approximately $0.46 per share as a result of the litigation expense related to the Hilda Perez matter, as discussed below.

 


 

“As a result of our strong operating results, we generated cash flow from operations of approximately $213.1 million for the six month period through June 30, 2008, while ending the quarter with approximately $75.1 million of cash on hand,” commented Robert D. Davis, the Company’s Executive Vice President and Chief Financial Officer. “With our significant cash flow year-to-date, we were able to strengthen our balance sheet by reducing our outstanding indebtedness by approximately $200.9 million,” Davis continued. “Since June 30, 2008, the Company has further reduced its outstanding indebtedness by $24.0 million,” Davis concluded.
During the six month period ended June 30, 2008, the Company also repurchased 150,000 shares of its common stock for $3.1 million in cash under its common stock repurchase program. To date, the Company has repurchased a total of 18,610,950 shares and has utilized approximately $447.4 million of the $500.0 million authorized by its Board of Directors since the inception of the plan.
Operations Highlights
During the second quarter of 2008, the Company opened one new store location, acquired one store as well as accounts from 10 additional locations, consolidated nine stores into existing locations and sold six stores, for a net reduction of 13 stores and an ending balance as of June 30, 2008 of 3,053 company-owned stores. During the second quarter of 2008, the Company added financial services to 26 existing rent-to-own store locations, acquired accounts from one location, and closed two locations, for a net addition of 24 store locations and an ending balance as of June 30, 2008 of 304 store locations providing financial services.
Through the six month period ended June 30, 2008, the Company opened three new store locations, acquired one store as well as accounts from 16 additional locations, consolidated 19 stores into existing locations and sold 13 stores, for a net reduction of 28 stores since December 31, 2007. Through the six month period ending June 30, 2008, the Company added financial services to 33 existing rent-to-own store locations, acquired accounts from one location, consolidated two stores with financial services into existing locations, and closed three locations, for a net addition of 28 store locations since December 31, 2007.
Since June 30, 2008, the Company has opened one new store location and acquired accounts from one location. The Company has added financial services to 19 existing rent-to-own store locations since June 30, 2008.
2008 Significant Item
Restructuring Plan Expenses. During the first quarter of 2008, the Company recorded a pre-tax restructuring expense of approximately $2.9 million in connection with the restructuring plan previously announced on December 3, 2007. This restructuring expense reduced net earnings per diluted share by approximately $0.03 in the first quarter of 2008 and for the six month period ended June 30, 2008. As previously reported, the Company recorded a pre-tax restructuring expense of approximately $38.7 million related to this restructuring plan during the fourth quarter of 2007. The costs with respect to the restructuring plan relate primarily to lease terminations, fixed asset disposals and other miscellaneous items.
2007 Significant Item
Hilda Perez. On November 5, 2007, the Company paid an aggregate of $109.3 million, including plaintiffs’ attorneys’ fees and administration costs, pursuant to the court approved settlement of the Hilda Perez v. Rent-A-Center, Inc. matter pending in New Jersey. As previously reported, the Company recorded a pre-tax expense of $58.0 million in connection with the Perez matter during the fourth quarter of 2006, and an additional pre-tax charge of $51.3 million in the first quarter of 2007, to account for the aforementioned costs. The litigation expense with respect to the Perez settlement reduced net earnings per diluted share by approximately $0.46 in the first quarter of 2007 and for the six month period ended June 30, 2007.

 


 

- - -
Rent-A-Center, Inc. will host a conference call to discuss the second quarter results, guidance and other operational matters on Tuesday morning, July 29, 2008, at 10:45 a.m. EDT. 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, currently operates approximately 3,054 company-owned stores nationwide and in Canada and Puerto Rico. The stores generally offer high-quality, durable goods such as major consumer electronics, appliances, computers and furniture and accessories under flexible rental purchase agreements that generally allow the customer to obtain ownership of the merchandise at the conclusion of an agreed upon rental period. ColorTyme, Inc., a wholly owned subsidiary of the Company, is a national franchiser of approximately 228 rent-to-own stores operating under the trade name of “ColorTyme.”

 


 

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. These statements do not include the potential impact of any repurchases of common stock the Company may make, reduction in outstanding indebtedness, any restructuring expenses related to the restructuring plan announced on December 3, 2007, or the potential impact of acquisitions or dispositions that may be completed after July 28, 2008.
THIRD QUARTER 2008 GUIDANCE:
Revenues
  The Company expects total revenues to be in the range of $700 million to $715 million.
 
  Store rental and fee revenues are expected to be between $619 million and $631 million.
 
  Total store revenues are expected to be in the range of $692 million to $707 million.
 
  Same store sales are expected to be in the 3% to 4% range.
 
  The Company expects to open approximately 5 new rent-to-own store locations.
 
  The Company expects to add financial services to approximately 60 rent-to-own store locations.
Expenses
  The Company expects cost of rental and fees to be between 22.6% and 23.0% of store rental and fee revenue and cost of merchandise sold to be between 75% and 79% of store merchandise sales.
 
  Store salaries and other expenses are expected to be in the range of 58.4% to 59.9% of total store revenue.
 
  General and administrative expenses are expected to be between 4.3% and 4.5% of total revenue.
 
  Net interest expense is expected to be approximately $14 million, depreciation of property assets is expected to be approximately $18 million and amortization of intangibles is expected to be approximately $3.5 million.
 
  The effective tax rate is expected to be in the range of 36.0% to 36.5% of pre-tax income.
 
  Diluted earnings per share are estimated to be in the range of $0.45 to $0.50.
 
  Diluted shares outstanding are estimated to be between 67.0 million and 68.0 million.
FISCAL 2008 GUIDANCE:
Revenues
  The Company expects total revenues to be in the range of $2.890 billion and $2.920 billion.
 
  Store rental and fee revenues are expected to be between $2.520 billion and $2.550 billion.
 
  Total store revenues are expected to be in the range of $2.851 billion and $2.881 billion.
 
  Same store sales are expected to be in the 1% to 3% range.
 
  The Company expects to open approximately 20 new rent-to-own store locations.
 
  The Company expects to add financial services to approximately 150 rent-to-own store locations.
Expenses
  The Company expects cost of rental and fees to be between 22.6% and 23.0% of store rental and fee revenue and cost of merchandise sold to be between 75% and 79% of store merchandise sales.
 
  Store salaries and other expenses are expected to be in the range of 56.9% to 58.4% of total store revenue.
 
  General and administrative expenses are expected to be between 4.3% and 4.5% of total revenue.
 
  Net interest expense is expected to be approximately $62 million, depreciation of property assets is expected to be between $70 million and $75 million and amortization of intangibles is expected to be approximately $14 million.
 
  The effective tax rate is expected to be approximately 37% of pre-tax income.
 
  Diluted earnings per share are estimated to be in the range of $2.20 to $2.30.
 
  Diluted shares outstanding are estimated to be between 67.0 million and 68.0 million.

 


 

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 rent-to-own stores; the Company’s ability to acquire additional rent-to-own stores or customer accounts on favorable terms; the Company’s ability to successfully add financial services locations within its existing rent-to-own stores; the Company’s ability to identify and successfully enter new lines of business offering products and services that appeal to its customer demographic, including its financial services products; the Company’s ability to enhance the performance of acquired stores; the Company’s ability to control costs; 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 purchase agreements; the Company’s ability to enter into new and collect on its short term loans; the passage of legislation adversely affecting the rent-to-own or financial services industries; interest rates; economic pressures, such as high fuel and utility costs, affecting the disposable income available to the Company’s targeted consumers; changes in the Company’s stock price and the number of shares of common stock that it may or may not repurchase; changes in estimates relating to self-insurance liabilities and income tax and litigation reserves; changes in the Company’s effective tax rate; 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; a specified percentage of class members timely and validly opt out of the Shafer/Johnson settlement; the court hearing the Shafer/Johnson matter could refuse to approve the settlement or could require changes to the settlement that are unacceptable to the Company or the plaintiffs; 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, 2007, and its quarterly report for the quarter ended March 31, 2008. 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 June 30,
(In Thousands of Dollars, except per share data)   2008   2007
Total Revenue
  $ 719,031     $ 724,158  
Operating Profit
    74,434  (1)     87,024  
Net Earnings
    37,741       41,251  
Diluted Earnings per Common Share
  $ 0.56     $ 0.58  
Adjusted EBITDA
  $ 96,271     $ 108,608  
 
               
Reconciliation to Adjusted EBITDA:
               
 
               
Earnings before Income Taxes
  $ 59,984     $ 65,066  
Add back:
               
Restructuring Expense
    (15 )      
Interest Expense, net
    14,450       21,958  
Depreciation of Property Assets
    18,190       17,650  
Amortization of Intangibles
    3,662       3,934  
     
 
               
Adjusted EBITDA
  $ 96,271     $ 108,608  
                                 
    Six Months Ended June 30,
    2008   2008   2007   2007  
    Before   After   Before   After
    Restructuring   Restructuring   Litigation   Litigation
    Expense   Expense   Expense   Expense
(In Thousands of Dollars, except per share data)   (Non-GAAP)   (GAAP)   (Non-GAAP)   (GAAP)
     
Total Revenue
  $ 1,475,667     $ 1,475,667     $ 1,479,457     $ 1,479,457  
Operating Profit
    154,859       151,974  (2)     184,429       133,179  (3)
Net Earnings
    75,902       74,099  (2)     88,545       56,354  (3)
Diluted Earnings per Common Share
  $ 1.13     $ 1.10  (2)   $ 1.25     $ 0.79  (3)
Adjusted EBITDA
  $ 199,829     $ 199,829     $ 226,978     $ 226,978  
 
                               
Reconciliation to Adjusted EBITDA:
                               
 
                               
Earnings before Income Taxes
  $ 121,346     $ 118,461     $ 140,136     $ 88,886  
Add back:
                               
Litigation Expense
                      51,250  
Restructuring Expense
          2,885              
Interest Expense, net
    33,513       33,513       44,293       44,293  
Depreciation of Property Assets
    36,378       36,378       34,577       34,577  
Amortization of Intangibles
    8,592       8,592       7,972       7,972  
     
 
                               
Adjusted EBITDA
  $ 199,829     $ 199,829     $ 226,978     $ 226,978  
 
(1)   Includes a $0.015 million pre-tax restructuring credit in the second quarter of 2008 related to the December 3, 2007 announced restructuring plan. The restructuring credit had no impact on the diluted earnings per share in the second quarter of 2008.
 
(2)   Includes the effects of a $2.9 million pre-tax restructuring expense in the first quarter of 2008 as part of the December 3, 2007 announced restructuring plan. The restructuring expense reduced diluted earnings per share by approximately $0.03 for the six months ended June 30, 2008.
 
(3)   Includes the effects of a $51.3 million pre-tax litigation expense in the first quarter of 2007 associated with the settlement in the Perez case. The litigation expense reduced diluted earnings per share by approximately $0.46 for the six months ended June 30, 2007.

 


 

SELECTED BALANCE SHEET HIGHLIGHTS
                 
Selected Balance Sheet Data: (in Thousands of Dollars)   June 30, 2008   June 30, 2007
Cash and Cash Equivalents
  $ 75,100     $ 79,020  
Prepaid Expenses and Other Assets
    54,411       47,300  
Rental Merchandise, net
               
On Rent
    676,607       798,285  
Held for Rent
    204,472       237,876  
Total Assets
    2,538,780       2,726,243  
 
Senior Debt
    788,011       932,974  
Subordinated Notes Payable
    270,375       300,000  
Total Liabilities
    1,517,374       1,753,831  
Stockholders’ Equity
    1,021,406       972,412  

 


 

Rent-A-Center, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
                 
    Three Months Ended June 30,  
    2008     2007  
(In Thousands of Dollars, except per share data)   Unaudited  
Store Revenue
               
Rentals and Fees
  $ 634,618     $ 662,096  
Merchandise Sales
    55,703       39,584  
Installment Sales
    9,246       7,646  
Other
    10,589       6,570  
 
           
 
               
 
    710,156       715,896  
 
               
Franchise Revenue
               
Franchisee Merchandise Sales
    7,650       6,955  
Royalty Income and Fees
    1,225       1,307  
 
           
 
               
Total Revenue
    719,031       724,158  
 
               
Operating Expenses
               
Direct Store Expenses
               
Cost of Rentals and Fees
    145,511       145,927  
Cost of Merchandise Sold
    45,167       29,948  
Cost of Installment Sales
    3,790       3,129  
Salaries and Other Expenses
    406,572       417,114  
Franchise Cost of Merchandise Sold
    7,234       6,663  
 
           
 
               
 
    608,274       602,781  
 
               
General and Administrative Expenses
    32,676       30,419  
Amortization of Intangibles
    3,662       3,934  
Restructuring Expense
    (15 )      
 
           
 
               
Total Operating Expenses
    644,597       637,134  
 
           
 
               
Operating Profit
    74,434       87,024  
 
               
Interest Expense
    16,739       23,431  
Interest Income
    (2,289 )     (1,473 )
 
           
 
               
Earnings before Income Taxes
    59,984       65,066  
 
               
Income Tax Expense
    22,243       23,815  
 
           
 
               
NET EARNINGS
    37,741       41,251  
 
               
BASIC WEIGHTED AVERAGE SHARES
    66,684       69,822  
 
           
 
               
BASIC EARNINGS PER COMMON SHARE
  $ 0.57     $ 0.59  
 
           
 
               
DILUTED WEIGHTED AVERAGE SHARES
    67,360       70,764  
 
           
 
               
DILUTED EARNINGS PER COMMON SHARE
  $ 0.56     $ 0.58  
 
           

 


 

Rent-A-Center, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
                 
    Six Months Ended June 30,  
    2008     2007  
(In Thousands of Dollars, except per share data)   Unaudited  
Store Revenue
               
Rentals and Fees
  $ 1,275,304     $ 1,322,209  
Merchandise Sales
    141,042       107,921  
Installment Sales
    19,131       16,056  
Other
    20,208       13,746  
 
           
 
               
 
    1,455,685       1,459,932  
 
               
Franchise Revenue
               
Franchisee Merchandise Sales
    17,417       16,880  
Royalty Income and Fees
    2,565       2,645  
 
           
 
               
Total Revenue
    1,475,667       1,479,457  
 
               
Operating Expenses
               
Direct Store Expenses
               
Cost of Rentals and Fees
    291,673       288,996  
Cost of Merchandise Sold
    108,492       75,978  
Cost of Installment Sales
    7,810       6,674  
Salaries and Other Expenses
    823,986       837,841  
Franchise Cost of Merchandise Sold
    16,630       16,150  
 
           
 
               
 
    1,248,591       1,225,639  
 
               
General and Administrative Expenses
    63,625       61,417  
Amortization of Intangibles
    8,592       7,972  
Litigation Expense
          51,250  
Restructuring Expense
    2,885        
 
           
 
               
Total Operating Expenses
    1,323,693       1,346,278  
 
           
 
               
Operating Profit
    151,974       133,179  
 
               
Interest Expense
    37,666       47,527  
Interest Income
    (4,153 )     (3,234 )
 
           
 
               
Earnings before Income Taxes
    118,461       88,886  
 
               
Income Tax Expense
    44,362       32,532  
 
           
 
               
NET EARNINGS
    74,099       56,354  
 
               
BASIC WEIGHTED AVERAGE SHARES
    66,697       70,054  
 
           
 
               
BASIC EARNINGS PER COMMON SHARE
  $ 1.11     $ 0.80  
 
           
 
               
DILUTED WEIGHTED AVERAGE SHARES
    67,267       71,051  
 
           
 
               
DILUTED EARNINGS PER COMMON SHARE
  $ 1.10     $ 0.79