UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20212022
or 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File Number: 001-38047
Rent-A-Center, Inc.
(Exact name of registrant as specified in its charter)
Delaware45-0491516
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
5501 Headquarters Drive
Plano, Texas 75024
(Address, including zip code of registrant’s principal executive offices)
Registrant’s telephone number, including area code: 972-801-1100
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $.01 par valueRCIIThe Nasdaq Stock Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes     No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes       No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging Growth Company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes      No  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of April 28, 2021:
27, 2022:
ClassOutstanding
Common stock, $.01 par value66,309,34859,143,046




TABLE OF CONTENTS
  Page No.
Condensed Consolidated Balance Sheets as of March 31, 20212022 and December 31, 20202021
 


i


Item 1. Condensed Consolidated Financial Statements.
RENT-A-CENTER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended March 31,
 20212020
(In thousands, except per share data)
Revenues
Store
Rentals and fees$745,534 $568,000 
Merchandise sales232,793 101,380 
Installment sales17,773 14,747 
Other918 722 
Total store revenues997,018 684,849 
Franchise
Merchandise sales33,055 12,437 
Royalty income and fees6,709 4,653 
Total revenues1,036,782 701,939 
Cost of revenues
Store
Cost of rentals and fees247,035 165,455 
Cost of merchandise sold240,106 98,757 
Cost of installment sales6,041 5,025 
Total cost of store revenues493,182 269,237 
Franchise cost of merchandise sold33,077 12,524 
Total cost of revenues526,259 281,761 
Gross profit510,523 420,178 
Operating expenses
Store expenses
Labor156,707 153,794 
Other store expenses170,133 161,718 
General and administrative expenses49,125 39,175 
Depreciation and amortization13,393 14,913 
Other charges51,119 1,703 
Total operating expenses440,477 371,303 
Operating profit70,046 48,875 
Debt refinancing charges8,743 
Interest expense11,990 4,447 
Interest income(74)(144)
Earnings before income taxes49,387 44,572 
Income tax expense (benefit)6,835 (4,720)
Net earnings$42,552 $49,292 
Basic earnings per common share$0.76 $0.90 
Diluted earnings per common share$0.64 $0.88 
Cash dividends declared per common share$0.31 $
 Three Months Ended March 31,
 20222021
(in thousands, except per share data)
Revenues
Store
Rentals and fees$883,047 $745,534 
Merchandise sales232,881 232,793 
Installment sales17,089 17,773 
Other1,290 918 
Total store revenues1,134,307 997,018 
Franchise
Merchandise sales18,521 33,055 
Royalty income and fees6,894 6,709 
Total revenues1,159,722 1,036,782 
Cost of revenues
Store
Cost of rentals and fees338,633 247,035 
Cost of merchandise sold250,331 240,106 
Cost of installment sales5,921 6,041 
Total cost of store revenues594,885 493,182 
Franchise cost of merchandise sold18,742 33,077 
Total cost of revenues613,627 526,259 
Gross profit546,095 510,523 
Operating expenses
Store expenses
Labor166,603 156,707 
Other store expenses227,369 170,133 
General and administrative expenses56,403 49,125 
Depreciation and amortization14,529 13,393 
Other charges70,148 51,119 
Total operating expenses535,052 440,477 
Operating profit11,043 70,046 
Debt refinancing charges— 8,743 
Interest expense18,970 11,990 
Interest income(45)(74)
(Loss) earnings before income taxes(7,882)49,387 
Income tax (benefit) expense(3,645)6,835 
Net (loss) earnings$(4,237)$42,552 
Basic (loss) earnings per common share$(0.08)$0.76 
Diluted (loss) earnings per common share$(0.08)$0.64 
Cash dividends declared per common share$0.34 $0.31 
See accompanying notes to condensed consolidated financial statements.

1


RENT-A-CENTER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
 Three Months Ended March 31,
 20212020
(In thousands)
Net earnings$42,552 $49,292 
Other comprehensive loss:
Foreign currency translation adjustments, net of tax of $(227) and $(1,038) for the three months ended March 31, 2021 and 2020, respectively(853)(3,906)
Total other comprehensive loss(853)(3,906)
Comprehensive income$41,699 $45,386 
 Three Months Ended March 31,
 20222021
(in thousands)
Net (loss) earnings$(4,237)$42,552 
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax of $176 and $(227) for the three months ended March 31, 2022 and 2021, respectively661 (853)
Total other comprehensive income (loss)661 (853)
Comprehensive (loss) income$(3,576)$41,699 
See accompanying notes to condensed consolidated financial statements.

2


RENT-A-CENTER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 2021December 31, 2020
(In thousands, except share and par value data)
ASSETS
Cash and cash equivalents$123,019 $159,449 
Receivables, net of allowance for doubtful accounts of $7,981 and $8,047 in 2021 and 2020, respectively115,345 90,003 
Prepaid expenses and other assets40,839 50,006 
Rental merchandise, net
On rent1,115,913 762,886 
Held for rent135,244 146,266 
Merchandise held for installment sale5,726 5,439 
Property assets, net of accumulated depreciation of $517,765 and $505,074 in 2021 and 2020, respectively309,860 141,641 
Operating lease right-of-use assets297,577 283,422 
Deferred tax asset37,736 33,782 
Goodwill311,991 70,217 
Other intangible assets, net513,708 7,869 
Total assets$3,006,958 $1,750,980 
LIABILITIES
Accounts payable – trade$179,933 $186,063 
Accrued liabilities381,265 320,583 
Operating lease liabilities299,892 285,354 
Deferred tax liability71,257 176,410 
Senior debt, net897,912 190,490 
Senior notes, net434,512 
Total liabilities2,264,771 1,158,900 
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value; 250,000,000 shares authorized; 124,193,049 and 112,180,517 shares issued in March 31, 2021 and December 31, 2020, respectively1,142 1,105 
Additional paid-in capital1,015,995 886,902 
Retained earnings1,112,840 1,091,010 
Treasury stock at cost, 57,891,859 shares in March 31, 2021 and December 31, 2020(1,375,541)(1,375,541)
Accumulated other comprehensive loss(12,249)(11,396)
Total stockholders' equity742,187 592,080 
Total liabilities and stockholders' equity$3,006,958 $1,750,980 
March 31, 2022December 31, 2021
(in thousands, except share and par value data)
ASSETS
Cash and cash equivalents$95,684 $108,333 
Receivables, net of allowance for doubtful accounts of $8,826 and $8,479 in 2022 and 2021, respectively121,185 126,378 
Prepaid expenses and other assets47,460 63,468 
Rental merchandise, net
On rent1,017,485 1,173,024 
Held for rent127,663 132,984 
Merchandise held for installment sale5,409 6,405 
Property assets, net of accumulated depreciation of $573,669 and $557,453 in 2022 and 2021, respectively301,907 308,098 
Operating lease right-of-use assets299,109 291,338 
Deferred tax asset68,630 68,391 
Goodwill289,761 289,750 
Other intangible assets, net402,828 425,158 
Total assets$2,777,121 $2,993,327 
LIABILITIES
Accounts payable – trade$130,715 $135,666 
Accrued liabilities323,860 362,708 
Operating lease liabilities301,047 296,535 
Deferred tax liability97,868 113,943 
Senior debt, net964,113 1,135,207 
Senior notes, net436,460 435,992 
Total liabilities2,254,063 2,480,051 
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value; 250,000,000 shares authorized; 124,844,162 and 124,398,373 shares issued in March 31, 2022 and December 31, 2021, respectively1,070 1,065 
Additional paid-in capital1,179,925 1,146,509 
Retained earnings1,119,347 1,143,647 
Treasury stock at cost, 65,790,667 shares in March 31, 2022 and December 31, 2021(1,765,574)(1,765,574)
Accumulated other comprehensive loss(11,710)(12,371)
Total stockholders' equity523,058 513,276 
Total liabilities and stockholders' equity$2,777,121 $2,993,327 
See accompanying notes to condensed consolidated financial statements.

3


RENT-A-CENTER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
 Common StockAdditional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other Comprehensive (Loss) IncomeTotal
SharesAmount
(in thousands)
Balance at December 31, 2021124,398 $1,065 $1,146,509 $1,143,647 $(1,765,574)$(12,371)$513,276 
Net loss— — — (4,237)— — (4,237)
Other comprehensive income— — — — — 661 661 
Exercise of stock options22 476 — — — 477 
Vesting of restricted share units, net of shares withheld for employee taxes424 (4)— — — — 
Tax effect of stock awards vested and options exercised— — (8,466)— — — (8,466)
Stock-based compensation— — 41,410 — — — 41,410 
Dividends declared— — — (20,063)— — (20,063)
Balance at March 31, 2022124,844 1,070 1,179,925 1,119,347 (1,765,574)(11,710)523,058 
Common StockAdditional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other Comprehensive LossTotal Common StockAdditional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other Comprehensive LossTotal
SharesAmountSharesAmount
(In thousands)
(in thousands)(in thousands)
Balance at December 31, 2020Balance at December 31, 2020112,181 $1,105 $886,902 $1,091,010 $(1,375,541)$(11,396)$592,080 Balance at December 31, 2020112,181 $1,105 $886,902 $1,091,010 $(1,375,541)$(11,396)$592,080 
Net earningsNet earnings— — — 42,552 — — 42,552 Net earnings— — — 42,552 — — 42,552 
Other comprehensive lossOther comprehensive loss— — — — — (853)(853)Other comprehensive loss— — — — — (853)(853)
Exercise of stock optionsExercise of stock options330 8,941 — — — 8,944 Exercise of stock options330 8,941 — — — 8,944 
Vesting of restricted share units, net of shares withheld for employee taxes(1)
Vesting of restricted share units, net of shares withheld for employee taxes(1)
902 (20,910)— — — (20,903)
Vesting of restricted share units, net of shares withheld for employee taxes(1)
902 (20,910)— — — (20,903)
Stock-based compensationStock-based compensation— — 20,148 — — — 20,148 Stock-based compensation— — 20,148 — — — 20,148 
Dividends declaredDividends declared— — — (20,722)— — (20,722)Dividends declared— — — (20,722)— — (20,722)
Acima acquisitionAcima acquisition10,780 27 120,914 — — — 120,941 Acima acquisition10,780 27 120,914 — — — 120,941 
Balance at March 31, 2021Balance at March 31, 2021124,193 $1,142 $1,015,995 $1,112,840 $(1,375,541)$(12,249)$742,187 Balance at March 31, 2021124,193 1,142 1,015,995 1,112,840 (1,375,541)(12,249)742,187 
(1)Includes shares released from escrow related to the 2019 Merchant's Preferred acquisitionacquisition.
 Common StockAdditional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other Comprehensive LossTotal
SharesAmount
 (In thousands)
Balance at December 31, 2019111,166 $1,110 $869,617 $947,875 $(1,348,969)$(10,670)$458,963 
ASC 326 adoption— — — (769)— — (769)
Net earnings— — — 49,292 — — 49,292 
Other comprehensive loss— — — — — (3,906)(3,906)
Purchase of treasury stock— (14)— — (26,511)— (26,525)
Exercise of stock options69 1,194 — — — 1,195 
Vesting of restricted share units, net of shares withheld for employee taxes434 (5,274)— — — (5,270)
Stock-based compensation— — 3,043 — — — 3,043 
Balance at March 31, 2020111,669 $1,101 $868,580 $996,398 $(1,375,480)$(14,576)$476,023 
See accompanying notes to condensed consolidated financial statements.


4


RENT-A-CENTER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months Ended March 31,
 20212020
(In thousands)
Cash flows from operating activities
Net earnings$42,552 $49,292 
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of rental merchandise237,636 160,445 
Bad debt expense3,449 3,749 
Stock-based compensation expense20,148 3,043 
Depreciation of property assets14,459 14,597 
Loss on sale or disposal of property assets165 558 
Amortization of intangibles14,192 319 
Amortization of financing fees1,117 408 
Write-off of debt financing fees4,546 
Deferred income taxes3,852 (121)
Changes in operating assets and liabilities, net of acquired assets
Rental merchandise(222,054)(106,739)
Receivables1,674 7,270 
Prepaid expenses and other assets9,932 5,935 
Operating lease right-of-use assets and lease liabilities(171)3,704 
Accounts payable – trade(22,152)(61,265)
Accrued liabilities26,448 (33,795)
Net cash provided by operating activities135,793 47,400 
Cash flows from investing activities
Purchase of property assets(11,388)(9,151)
Proceeds from sale of property assets187 
Acquisitions of businesses(1,267,903)
Net cash used in investing activities(1,279,291)(8,964)
Cash flows from financing activities
Share repurchases(26,511)
Exercise of stock options8,944 1,194 
Shares withheld for payment of employee tax withholdings(20,903)(5,268)
Debt issuance costs(46,085)
Proceeds from debt1,490,000 198,000 
Repayments of debt(307,500)(75,500)
Dividends paid(17,116)(15,912)
Net cash provided by financing activities1,107,340 76,003 
Effect of exchange rate changes on cash(272)(2,014)
Net (decrease) increase in cash and cash equivalents(36,430)112,425 
Cash and cash equivalents at beginning of period159,449 70,494 
Cash and cash equivalents at end of period$123,019 $182,919 
 Three Months Ended March 31,
 20222021
(in thousands)
Cash flows from operating activities
Net (loss) earnings$(4,237)$42,552 
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities
Depreciation of rental merchandise327,439 237,636 
Bad debt expense4,973 3,449 
Stock-based compensation expense41,410 20,148 
Depreciation of property assets18,247 14,459 
Loss on sale or disposal of property assets4,341 165 
Amortization of intangibles22,373 14,192 
Amortization of financing fees1,562 1,117 
Write-off of debt financing fees— 4,546 
Deferred income taxes(16,607)3,852 
Changes in operating assets and liabilities, net of acquired assets
Rental merchandise(165,303)(222,054)
Receivables220 1,674 
Prepaid expenses and other assets15,997 9,932 
Operating lease right-of-use assets and lease liabilities(3,259)(171)
Accounts payable – trade(4,951)(22,152)
Accrued liabilities(36,914)26,448 
Net cash provided by operating activities205,291 135,793 
Cash flows from investing activities
Purchase of property assets(16,403)(11,388)
Proceeds from sale of property assets— 
Acquisitions of businesses(324)(1,267,903)
Net cash used in investing activities(16,721)(1,279,291)
Cash flows from financing activities
Exercise of stock options477 8,944 
Shares withheld for payment of employee tax withholdings(8,467)(20,903)
Debt issuance costs— (46,085)
Proceeds from debt— 1,490,000 
Repayments of debt(172,188)(307,500)
Dividends paid(21,105)(17,116)
Net cash (used in) provided by financing activities(201,283)1,107,340 
Effect of exchange rate changes on cash64 (272)
Net decrease in cash and cash equivalents(12,649)(36,430)
Cash and cash equivalents at beginning of period108,333 159,449 
Cash and cash equivalents at end of period$95,684 $123,019 
See accompanying notes to condensed consolidated financial statements.

5

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Presentation
The interim condensed consolidated financial statements of Rent-A-Center, Inc. included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC”“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"(“GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations, although we believe the disclosures are adequate to make the information presented not misleading. We suggest these financial statements be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.2021. In our opinion, the accompanying unaudited interim financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary to present fairly our results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
In preparing financial statements in conformity with U.S. generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent losses and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. In applying accounting principles, we must often make individual estimates and assumptions regarding expected outcomes or uncertainties. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. However, uncertainties, including future unknown impacts of the COVID-19 pandemic may affect certain estimates and assumptions inherent in the financial reporting process, which may impact reported amounts of assets and liabilities in future periods and cause actual results to differ from those estimates.
Principles of Consolidation and Nature of Operations
TheseThe financial statements included herein include the accounts of Rent-A-Center, Inc. and its direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context indicates otherwise, references to “Rent-A-Center” refer only to Rent-A-Center, Inc., the parent, and references to the “Company”, “we,” “us” and “our” refer to the consolidated business operations of Rent-A-Center and any or all of its direct and indirect subsidiaries. We report four operating segments: Rent-A-Center Business, Acima (formerly Preferred Lease), Mexico, and Franchising.
Our Rent-A-Center Business segment consists of company-owned lease-to-own stores in the United States and Puerto Rico that lease household durable goods to customers on a lease-to-own basis. We also offer merchandise on an installment sales basis in certain of our stores under the names “Get It Now” and “Home Choice.” Our Rent-A-Center Business segment operates through our company-owned stores and e-commerce platform through rentacenter.com.
Our Acima segment, (formerly Preferred Lease), which operates in the United States and Puerto Rico, and which, includes the operations of Acima Holdings (as defined in Note 2 below) acquired in February 2021 and our Preferred Lease virtual and staffed locations, generally offers the lease-to-own transaction to consumers who do not qualify for financing from the traditional retailer. The Acima segment offers the lease-to-own transactionretailer through our virtual offering solutions across e-commerce, digital, and mobile channels, and through staffed and unstaffed kiosks located within such retailer’s locations.locations, including staffed options and unstaffed or virtual options. Virtual locations employ a virtual solution where customers, either directly or with the assistance of a representative of the third-party retailer, initiate the lease-to-own transaction online in the retailers’ locations using our virtual solutions.
Our Mexico segment consists of our company-owned lease-to-own stores in Mexico that lease household durable goods to customers on a lease-to-own basis.
Rent-A-Center Franchising International, Inc., an indirect wholly-owned subsidiary of Rent-A-Center, is a franchisor of lease-to-own stores. Our Franchising segment’s primary source of revenue is the sale of rental merchandise to its franchisees, who in turn offer the merchandise to the general public for rent or purchase under a lease-to-own transaction. The balance of our Franchising segment’s revenue is generated primarily from royalties based on franchisees’ monthly gross revenues.
Newly Adopted Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. We adopted ASU 2019-12 beginning January 1, 2021 using a prospective approach. Impacts to our financial statements for the three months ended March 31, 2021 resulting from the adoption of this ASU were immaterial.

6

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 2 - Acquisitions and Divestitures
On December 20, 2020, we entered into the Merger Agreement with Radalta, LLC, a Utah limited liability company and wholly owned subsidiary of the company, Acima ("Acima Holdings"), and Aaron Allred, solely in his capacity as the representative of the former owners of Acima Holdings, providing for the merger of Radalta, LLC with and into Acima Holdings, with Acima Holdings surviving the Merger as a wholly owned subsidiary of the Company for total estimated consideration of $1.65 billion, including cash consideration of $1.3 billion and approximately 10.8 million shares with an estimated value of approximately $377 million. On February 17, 2021, we completed the acquisition of the membership interest of Acima Holdings, LLC.LLC (“Acima Holdings”). Acima Holdings is a leading platform offering customers virtual lease-to-own solutions at the point-of-sale via web and mobile technology.
In accordance with the Merger Agreement,agreement and plan of merger entered into in connection with the transaction (the “Merger Agreement”), we issued to the former owners of Acima Holdings an aggregate of 10,779,923 shares of our common stock (the “Aggregate Stock Consideration”) and paid to them aggregate cash consideration of $1.3 billion (the “Aggregate Cash Consideration”). In accordance with the terms of the Merger Agreement, the portion of the Aggregate Stock Consideration issued to employee former owners of Acima Holdings who are also employees of Acima Holdings is subject to restricted stock agreements providing vesting conditions over a 36-month period beginningthat began upon closing of the Merger.transaction. The portion of the Aggregate Stock Consideration issued to nonemployee former

6

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
owners of Acima Holdings is subject to the terms of an 18-month lockup agreement, pursuant to which one-third of the aggregate shares of our common stock received by a non-employee former owner in the Mergertransaction becomes transferable after each six monthsix-month period following the closing of the Merger.transaction. We entered into a Registration Rights Agreement dated asat the closing of February 17, 2021,the transaction pursuant to which certain former owners of Acima are entitled to registration rights in respect of the portion of the Aggregate Stock Consideration received by them in the Merger.transaction.
The aggregate purchase price was approximately $1.4 billion, including net cash consideration of approximately $1.3 billion,the Aggregate Cash Consideration, and the 2,683,328 shares of the Aggregate Stock Consideration subjectissued to 18-month lockup agreementsnon-employee former owners of Acima Holdings, valued at $51.14 per share, as of the closing date of closing, and adjusted by a discountdiscounted for lack of marketability toon account forof the transfer restrictions in three tranches, each in 6-month intervals after the closing date.described above. The Aggregate Cash Consideration for the acquisition was financed with a combination of cash on hand, borrowings under our ABL Credit Facility and proceeds from issuances under our Term Loan Facility, as defined in Note 7, in addition to proceeds from the issuance of new unsecured senior notes. See Note 7 and Note 8 for additional information.
The aggregate purchase price excludes the remaining 8,096,595 common shares included inof the Aggregate Stock Consideration subjectissued to restricted stock agreements and 36-month vesting conditionsemployee former owners of Acima Holdings. Such shares were valued at $414.1 million, based on the per share price of $51.14 as of the date of closing. These shares have been excluded from the aggregate purchase price andare instead will bebeing recognized as stock-based compensation expense subject to ASC Topic 718, “Stock-based Compensation”, over the required vesting period, and recorded to Other charges in our unaudited Condensed Consolidated Statements of Operations. However, for tax purposes the value of Aggregate Stock Consideration subject to restricted stock agreements is treated as goodwill. In addition, the total value of the common shares subject to restricted stock agreements noted above, resulted in a decrease in the deferred tax liability included in the net assets acquired of approximately $103.5 million based on the fair value of the shares, as of the date of closing, multiplied by the blended federal and state statutory rate of approximately 24%, as included in the below net assets acquired table.

7

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The following table provides the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:
(in thousands)February 17, 2021
Aggregate cash consideration$1,273,263 
Aggregate stock consideration, subject to lockup agreements120,929 
Total Purchase price$1,394,192 
ASSETS ACQUIRED
Receivables, net(1)
$30,46525,255 
Prepaid expenses and other assets699700 
Rental merchandise
On rent357,692340,575 
Property assets171,455 
Operating lease right-of-use assets9,136 
Deferred income taxes28,559 
Goodwill241,774219,530 
Other intangible assets520,000 
Total assets acquired$1,331,2211,315,210 
LIABILITIES ASSUMED
Accounts payable - trade16,023 
Accrued liabilities24,27711,716 
Operating lease liabilities9,689 
Deferred income taxes(112,960)(116,410)
Total liabilities assumed(62,971)(78,982)
Total equity value$1,394,192 
(1)Includes gross contractual receivables of $65.2$61.6 million related to merchandise lease contracts, of which we have$34.7 million were estimated $35.5 million areto be uncollectible.
Carrying value for assets and liabilities assumed as part of the acquisition, including receivables, prepaid expenses and other assets, rental merchandise, accounts payable and accrued liabilities were recorded as fair value, as of the date of acquisition, due to the short term nature of these balances. Operating lease right-of-use assets and liabilities were recorded as the discounted value of future obligations in accordance with ASC 842.Topic 842, “Leases”. The fair value measurements for acquired intangible assets and developed technology were primarily based on significant unobservable inputs (level(Level 3) developed using company-specific information. Certain fair value estimates were determined based on an independent valuation of the net assets acquired,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
including $340.6 million of rental merchandise and $520 million of identifiable intangible assets with an estimated weighted average useful life of 8 years, as follows:
Asset ClassEstimated Fair Value
(in thousands)
Estimated Remaining Useful Life (in years)
Merchant relationships$380,000 10
Relationship with existing lessees60,000 1
Trade name40,000 7
Non-compete agreements40,000 3
Developed technology, included in Property assets, net, in line with our accounting policies, was also acquired with a value of $170.0 million and an estimated remaining useful life of 10 years. The fair value for these intangible and property assets were estimated using common industry valuation methods for similar asset types, based primarily on cost inputs and projected cash flows.
In addition, we recorded goodwill of $241.8$219.5 million in our Acima operating segment, which consists of the excess of the net purchase price over the fair value of the net assets acquired and assembled workforce of $10 million.acquired. Goodwill represents expected cost and revenue synergies and other benefits expected to result within our retail partner business from the acquisition of Acima Holdings. The total value of goodwill for tax purposes, including ourdiffers from recorded goodwill plusas a result of the value of Aggregate Stock Consideration subject to restricted stock agreements, described above,differences in value assigned to other purchased assets, and acquisition-related expenses described below, is fully deductible andexpenses. Tax goodwill will be amortized over 15 years.

8

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The values above reflect our preliminary purchase price allocation and may change as we finalize our assessments of the acquired assets and liabilities during the measurement period. Acima Holdings results of operations are reflected in our unaudited Condensed Consolidated Statements of Operations from the date of acquisition.
Subsequent to the date of acquisition, we recorded certain adjustments to the purchase price allocation within the measurement period, including an adjustment to the fair value of rental merchandise decreasing the value of the acquired assets by approximately $17.1 million. The adjustment to the fair value of rental merchandise was based on further assessment of the carrying value of the assets and corresponding evaluation of related (Level 2) market inputs. Total cumulative measurement period adjustments resulted in a decrease to goodwill of approximately $(22.2) million. The purchase price allocation for the Acima Holdings acquisition was complete as of December 31, 2021.
In connection with this acquisition, we incurred approximately $22.5$23.9 million in acquisition-related expenses including expenses related to legal, professional, and banking transaction fees, which are treated as an addition to goodwill for tax purposes. In addition, we recognized a decrease in deferred tax liability included in the net assets acquired of $7.6 million related to these expenditures. These costs were included in Other charges in our unaudited Condensed Consolidated Statements of Operations .Operations.
The following unaudited pro forma combined results of operations present our financial results as if the acquisition of Acima had been completed on January 1, 2020. These unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects the step-up and step-down depreciation and amortization adjustments for the fair value of the assets acquired, adjustments to stock compensation expense as a result of Aggregate Stock Consideration subject to restricted stock awards, the adjustments in interest expense due to the elimination of historical debt and placement of the new debt, and the related adjustments to the income tax provision. In addition, the pro forma net income has been adjusted to include transaction expenses and other non-recurring costs as of January 1, 2020. The unaudited pro forma financial information is as follows:
(in thousands)Three Months Ended March 31, 2021Three Months Ended March 31, 2020
(unaudited)(unaudited)
Pro Forma total revenues$1,231,386 $986,747 
Pro Forma net earnings(1)
56,413 (16,966)
Three Months Ended March 31,
(in thousands)20212020
(unaudited)(unaudited)
Pro Forma total revenues$1,231,386 $986,747 
Pro Forma net earnings (loss)(1)
56,413 (12,687)
(1)Total pro forma adjustments to net earnings (loss) represented decreases of $13.2 million and $101.9 million for the three months ended March 31, 2021 and March 31, 2020, were decreasesrespectively. Pro forma adjustments to net loss in 2020 include retro-active impacts related to purchase price allocation adjustments recorded, subsequent to the date of $13.2 million and $106.2 million, respectively. acquisition, within the measurement period described above.

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The amounts of revenue and earnings of Acima Holdings included in our Condensed Consolidated Statements of Operations from the acquisition date of February 17, 2021 are as follows:
(in thousands)(in thousands)February 17, 2021 -
March 31, 2021
February 17, 2020 -
March 31, 2020
(in thousands)
February 17, 2021 -
March 31, 2021
February 17, 2020 -
March 31, 2020
(unaudited)(unaudited)
Total revenuesTotal revenues$210,569 $143,439 Total revenues$210,569 $143,439 
Net earnings(1)
Net earnings(1)
19,006 21,025 
Net earnings(1)
19,006 21,025 
(1)Net Earningsearnings for the period February 17, 2021 - March 31, 2021 and 2020 includes amortization of intangible assets acquired upon closing of the Acima Holdings acquisitionacquisition.
Note 3 - Revenues
The following table disaggregates our revenue for the periods ended March 31, 20212022 and 2020:2021:
Three Months Ended March 31, 2021 Three Months Ended March 31, 2022
Rent-A-Center BusinessAcimaMexicoFranchisingConsolidated Rent-A-Center BusinessAcimaMexicoFranchisingConsolidated
(In thousands)
(in thousands)(in thousands)
StoreStoreStore
Rentals and feesRentals and fees$429,301 $302,526 $13,707 $$745,534 Rentals and fees$442,695 $425,471 $14,881 $— $883,047 
Merchandise salesMerchandise sales77,378 154,630 785 232,793 Merchandise sales58,294 173,783 804 — 232,881 
Installment salesInstallment sales17,773 17,773 Installment sales17,089 — — — 17,089 
OtherOther414 293 205 918 Other427 123 27 713 1,290 
Total store revenuesTotal store revenues524,866 457,449 14,498 205 997,018 Total store revenues518,505 599,377 15,712 713 1,134,307 
FranchiseFranchiseFranchise
Merchandise salesMerchandise sales33,055 33,055 Merchandise sales— — — 18,521 18,521 
Royalty income and feesRoyalty income and fees6,709 6,709 Royalty income and fees— — — 6,894 6,894 
Total revenuesTotal revenues$524,866 $457,449 $14,498 $39,969 $1,036,782 Total revenues$518,505 $599,377 $15,712 $26,128 $1,159,722 


9

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Three Months Ended March 31, 2020 Three Months Ended March 31, 2021
Rent-A-Center BusinessAcimaMexicoFranchisingConsolidated Rent-A-Center BusinessAcimaMexicoFranchisingConsolidated
(In thousands)
(in thousands)(in thousands)
StoreStoreStore
Rentals and feesRentals and fees$393,165 $161,998 $12,837 $$568,000 Rentals and fees$429,301 $302,526 $13,707 $— $745,534 
Merchandise salesMerchandise sales46,687 53,988 705 101,380 Merchandise sales77,378 154,630 785 — 232,793 
Installment salesInstallment sales14,747 14,747 Installment sales17,773 — — — 17,773 
OtherOther366 141 211 722 Other414 293 205 918 
Total store revenuesTotal store revenues454,965 216,127 13,546 211 684,849 Total store revenues524,866 457,449 14,498 205 997,018 
FranchiseFranchiseFranchise
Merchandise salesMerchandise sales12,437 12,437 Merchandise sales— — — 33,055 33,055 
Royalty income and feesRoyalty income and fees4,653 4,653 Royalty income and fees— — — 6,709 6,709 
Total revenuesTotal revenues$454,965 $216,127 $13,546 $17,301 $701,939 Total revenues$524,866 $457,449 $14,498 $39,969 $1,036,782 
Lease Purchase Agreements
Rent-A-Center Business, Acima, and Mexico
Rentals and Fees. Rental merchandise is leased to customers pursuant to rental purchase agreements, which provide for weekly, semi-monthly or monthly rental terms with non-refundable rental payments. At the expiration of each rental term, customers may renew the rental agreement for the next rental term. Generally, the customer has the right to acquire title of the merchandise either through a purchase option or through payment of all required rental terms. Customers can terminate the rental agreement at the end of any rental term without penalty. Therefore, rental transactions are accounted for as operating leases.

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Rental payments received at our Rent-A-Center Business lease-to-own stores, certain Acima (excluding virtual)staffed locations formerly operating under the Preferred Lease brand, and Mexico locationsstores must be prepaid in advance of the next rental term. Under the virtualAcima Holdings business model, revenues may be earned prior to the rental payment due date, in which case revenue is accrued prior to receipt of the rental payment, net of estimated returns and uncollectible renewal payments. Under both models, rental revenue is recognized over the rental term. See Note 4 for additional information regarding accrued rental revenue.
Cash received for rental payments, including fees, prior to the period in which it should be recognized, is deferred and recognized according to the rental term. At March 31, 20212022 and December 31, 2020,2021, we had $58.3$36.3 million and $45.8$51.7 million, respectively, in deferred revenue included in accrued liabilities related to our rental purchase agreements. Revenue related to various payment, reinstatement or late fees is recognized when paid by the customer at the point service is provided. Rental merchandise in our Rent-A-Center Business, formerlyformer Preferred Lease locations, and Mexico locationsstores is depreciated using the income forecasting method and is recognized in cost of sales over the rental term. Rental merchandise in the recently acquired Acima Holdings is depreciated over the rental term using a straight-line depreciation method.
We also offer additional product plans along with our rental agreements which provide customers with liability protection against significant damage or loss of a product, and club membership benefits, including various discount programs and product service and replacement benefits in the event merchandise is damaged or lost, and payment insurance in the event eligible customers become unemployed. Customers renew product plans in conjunction with their rental term renewals, and can cancel the plans at any time. Revenue for product plans is recognized over the term of the plan. Costs incurred related to product plans are primarily recognized in cost of sales.
Revenue from contracts with customers
Rent-A-Center Business, Acima, and Mexico
Merchandise Sales. Merchandise sales include payments received for the exercise of the early purchase option offered through our rental purchase agreements or merchandise sold through point of sale transactions. Revenue for merchandise sales is recognized when payment is received and ownership of the merchandise passes to the customer. The remaining net value of merchandise sold is recorded to cost of sales at the time of the transaction.
Installment Sales. Revenue from the sale of merchandise in our retail installment stores is recognized when the installment note is signed and control of the merchandise has passed to the customer. The cost of merchandise sold through installment agreements is recognized in cost of sales at the time of the transaction. We offer extended service plans with our installment

10

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
agreements which are administered by third parties and provide customers with product service maintenance beyond the term of the installment agreement. Payments received for extended service plans are deferred and recognized, net of related costs, when the installment payment plan is complete and the service plan goes into effect. Customers can cancel extended service plans at any time during the installment agreement period and receive a refund for payments previously made towards the plan. At March 31, 20212022 and December 31, 2020,2021, we had $2.9$2.4 million and $3.1$2.6 million in deferred revenue included in accrued liabilities related to extended service plans.
Other. Other revenue consistedconsists of revenue generated by other miscellaneous product plans offered to our rental and installment customers. Revenue for other product plans is recognized in accordance with the terms of the applicable plan agreement.
Franchising
Merchandise Sales. Revenue from the sale of rental merchandise is recognized upon shipment of the merchandise to the franchisee.
Royalty Income and Fees. Franchise royalties, including franchisee contributions to corporate advertising funds, represent sales-based royalties calculated as a percentage of gross rental payments and sales. Royalty revenue is accrued and recognized as rental payments and merchandise sales occur. Franchise fees are initial fees charged to franchisees for new or converted franchise stores. Franchise fee revenue is recognized on a straight-line basis over the term of the franchise agreement. At both March 31, 20212022 and December 31, 2020,2021, we had $4.7$3.9 million and $4.1 million, respectively, in deferred revenue included in accrued liabilities related to franchise fees.
Note 4 - Receivables and Allowance for Doubtful Accounts
Installment sales receivables consist primarily of receivables due from customers for the sale of merchandise in our retail installment stores. Installment sales receivable associated with the sale of merchandise at our Get It Now and Home Choice stores generally consist of the sales price of the merchandise purchased and any additional fees for services the customer has chosen, less the customer’s down payment. No interest is accrued and interest income is recognized each time a customer

10

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
makes a payment, generally on a monthly basis. Interest paid on installment agreements for each of the three months ended March 31, 20212022 and 20202021 was $3.1 million and $2.8 million, respectively.million.
Trade and notes receivables consist of amounts due from our rental customers for renewal and uncollected rental payments; amounts owed from our franchisees for inventory purchases, earned royalties and other obligations; and other corporate related receivables. Credit is extended to franchisees based on an evaluation of aeach franchisee’s financial condition and collateral is generally not required. Trade receivables are generally due within 30 days.
Receivables consist of the following:
(In thousands)March 31, 2021December 31, 2020
(in thousands)(in thousands)March 31, 2022December 31, 2021
Installment sales receivablesInstallment sales receivables$60,798 $61,794 Installment sales receivables$65,243 $66,276 
Trade and notes receivablesTrade and notes receivables62,528 36,256 Trade and notes receivables64,768 68,581 
Total receivablesTotal receivables123,326 98,050 Total receivables130,011 134,857 
Less allowance for doubtful accountsLess allowance for doubtful accounts(7,981)(8,047)Less allowance for doubtful accounts(8,826)(8,479)
Total receivables, net of allowance for doubtful accountsTotal receivables, net of allowance for doubtful accounts$115,345 $90,003 Total receivables, net of allowance for doubtful accounts$121,185 $126,378 
We have established an allowance for doubtful accounts for our installment notes receivable. Our policy for determining the allowance is primarily based on historical loss experience, as well as the results of management’s review and analysis of the payment and collection of the installment notes receivable within the previous year. We believe our allowance is adequate to absorb all expected losses. Our policy is to charge off installment notes receivable that are 120 days or more past due. Charge-offs are applied as a reduction to the allowance for doubtful accounts and any recoveries of previously charged off balances are applied as an increase to the allowance for doubtful accounts.
The allowance for our Franchising trade and notenotes receivables is determined by considering a number of factors, including the length of time receivables are past due, previous loss history, the franchisee’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. Trade receivables that are more than 90 days past due are either written-off or fully reserved in our allowance for doubtful accounts. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts.
The allowance for doubtful accounts related to trade and notes receivable was $1.0$0.8 million and $0.9 million, and the allowance for doubtful accounts related to installment sales receivable was $7.0$8.0 million and $7.6 million at both March 31, 20212022 and December 31, 2020,2021, respectively.

11

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Changes in our allowance for doubtful accounts are as follows:
(Inin thousands)March 31, 20212022
Beginning allowance for doubtful accounts$8,0478,479 
Bad debt expense(1)
3,4494,973 
Accounts written off, net of recoveries(3,515)(4,626)
 Ending allowance for doubtful accounts$7,9818,826 
(1)Uncollectible installment payments, franchisee obligations, and other corporate receivables are recognized in other store operating expenses in our condensed consolidated financial statements.
Note 5 - Leases
We lease space for all of our Rent-A-Center Business and Mexico stores under operating leases expiring at various times through 2027.2030. In addition, we lease space for certain support facilities under operating leases expiring at various times through 2032. Most of our store leases are five year leases and contain renewal options for additional periods ranging from three to five years at rental rates adjusted according to agreed upon formulas. We evaluate all leases to determine if it is likely that we will exercise future renewal options and in most cases we are not reasonably certain of exercise due to competing market rental rates and lack of significant penalty, or business disruption incurred by not exercising the renewal options. We include month-to-month leases in operating lease right-of-use assets and operating lease liabilities in our Condensed Consolidated Balance Sheet.
In certain situations involving the sale of a Rent-A-Center Business corporate store to a franchisee, we enter into a lease assignment agreement with the buyer, but we remain the primary obligor under the original lease for the remaining active term. These assignments are therefore classified as subleases and the original lease is included in our operating lease right-of-use assets and operating lease liabilities in our Condensed Consolidated Balance Sheet.Sheets.

11

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
We lease vehicles for all of our Rent-A-Center Business stores under operating leases with lease terms expiring twelve months after the start date of the lease. We classify these leases as short-term and have elected the short-term lease exemption for our vehicle leases, and have therefore excluded them from our operating lease right-of-use assets within our Condensed Consolidated Balance Sheet.Sheets. We also lease vehicles for all of our Mexico stores which have terms expiring at various times through 20252026 with rental rates adjusted periodically for inflation. Finally, we have a minimal number of equipment leases, primarily related to temporary storage containers and certain back officeback-office technology hardware assets.
For allIn our calculation of the leases described above,operating lease right-of-use assets and operating lease liabilities we have elected not to separate the lease and non-lease components and instead account for these as a single component. In addition, we have elected to use available practical expedients that eliminate the requirement to reassess whether expired or existing contracts contained leases and the requirement to reassess the lease classification for any existing leases prior to our adoption of ASU 2016-02 on January 1, 2019.
Operatingcomponents. Furthermore, operating lease right-of-use assets and operating lease liabilities are discounted using our incremental borrowing rate, since the implicit rate is not readily determinable. We do not currently have any financing leases.
Operating lease costs are recorded on a straight-line basis within other store expenses in our Condensed Consolidated Statements of Operations.
Total operating lease costs by expense type:
Three Months EndedThree Months Ended
(in thousands)(in thousands)March 31, 2021March 31, 2020(in thousands)March 31, 2022March 31, 2021
Operating lease cost included in Other store expenses(1)(2)
Operating lease cost included in Other store expenses(1)(2)
$34,136 $37,439 
Operating lease cost included in Other store expenses(1)(2)
$31,594 $34,136 
Operating lease cost included in Other charges(2)
Operating lease cost included in Other charges(2)
166 769 
Operating lease cost included in Other charges(2)
23 166 
Sublease receiptsSublease receipts(3,349)(2,317)Sublease receipts(2,165)(3,349)
Total operating lease chargesTotal operating lease charges$30,953 $35,891 Total operating lease charges$29,452 $30,953 
(1) Includes short-term lease costs, which are not significant.
(2) Excludes variable lease costs of $8.5$8.7 million and $8.9$8.5 million for the three months ended March 31, 2022 and 2021, and 2020, respectively.

12

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Supplemental cash flow information related to leases:
Three Months EndedThree Months Ended
(in thousands)(in thousands)March 31, 2021March 31, 2020(in thousands)March 31, 2022March 31, 2021
Cash paid for amounts included in measurement of operating lease liabilitiesCash paid for amounts included in measurement of operating lease liabilities$26,572 $29,881 Cash paid for amounts included in measurement of operating lease liabilities$26,090 $26,572 
Cash paid for short-term operating leases not included in operating lease liabilitiesCash paid for short-term operating leases not included in operating lease liabilities4,580 6,736 Cash paid for short-term operating leases not included in operating lease liabilities4,861 4,580 
Right-of-use assets obtained in exchange for new operating lease liabilitiesRight-of-use assets obtained in exchange for new operating lease liabilities37,923 20,619 Right-of-use assets obtained in exchange for new operating lease liabilities28,638 37,923 
Weighted-average discount rate and weighted-average remaining lease term:
(in thousands)March 31, 2021December 31, 2020
Weighted-average discount rate(1)
6.5 %6.8 %
Weighted-average remaining lease term (in years)44
(in thousands)March 31, 2022December 31, 2021
Weighted-average discount rate(1)
5.9 %6.0 %
Weighted-average remaining lease term (in years)44
(1) The January 1, 2019 incremental borrowing rate was used for leases in existence at the time of adoption of ASU 2016-02.
Reconciliation of undiscounted operating lease liabilities to the present value operating lease liabilities at March 31, 2021:2022:
(In thousands)Operating Leases
2021$84,302 
(in thousands)(in thousands)Operating Leases
2022202290,915 2022$80,947 
2023202364,787 202387,761 
2024202446,838 202469,225 
2025202531,296 202551,644 
2026202627,356 
ThereafterThereafter22,304 Thereafter19,979 
Total undiscounted operating lease liabilitiesTotal undiscounted operating lease liabilities340,442 Total undiscounted operating lease liabilities336,912 
Less: InterestLess: Interest(40,550)Less: Interest(35,865)
Total present value of operating lease liabilitiesTotal present value of operating lease liabilities$299,892 Total present value of operating lease liabilities$301,047 
In response to the COVID-19 pandemic and related government restrictions negatively impacting our operations, we renegotiated approximately 500 store lease agreements in the second quarter of 2020 to obtain rent relief, in order to help offset the negative financial impacts of COVID-19. Lease amendments executed as a result of our renegotiations included near term rent abatements of approximately $2.3 million and rent deferrals of approximately $2.1 million. As of March 31, 2021, remaining unpaid deferred rent associated with these lease amendments was approximately $0.4 million, the majority of which will be repaid in 2021.

12

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 6 - Income Taxes
The effective tax rate was 13.8%46.2% for the three months ended March 31, 2021,2022, compared to (10.6)%13.8% for the corresponding period in 2020.2021. The effective tax rate for the three months ended March 31, 2022 was impacted by the difference between recorded goodwill and goodwill recognized for tax purposes, primarily as a result of the Aggregate Stock Consideration from the Acima Holdings transaction subject to restricted stock agreements. The effective tax rate for the three months ended March 31, 2021 was impacted by the difference between recorded goodwill and goodwill recognized for tax effectpurposes, primarily as a result of the equity consideration included in the Aggregate Stock Consideration subject to vesting conditions, andrestricted stock agreement, partially offset by discrete income tax items related to excess tax benefits from the vesting of our annual restricted stock award grants and stock option exercises, and the release of domestic and foreign tax valuation allowances. The effective tax rate for the three months ended March 31, 2020 was primarily impacted as a result of the tax benefit of net operating loss carrybacks at a 35% tax rate that became available as a result of the Coronavirus Aid, Relief, and Economic Security Act, enacted on March 27, 2020 (the “CARES Act”).
Note 7 - Senior Debt net
On February 17, 2021, we entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and lenders party thereto, that providesproviding for a seven-year $875 million senior secured term loan facility (the “Term Loan Facility”) and an Asset Based Loan Credit Facility (the “ABL Credit Facility”) that providesproviding for a five-year asset-based revolving credit facility with commitments of $550 million and a letter of credit sublimit of $150 million. Commitments under the ABL Credit Facility may be increased, at our option and under certain conditions, by up to an additional $125 million in the aggregate.
The amount outstanding under the Term Loan Facility was $875.0 million at March 31, 2021. In addition, we had $55.0 million outstanding under our ABL Credit Facility at March 31, 2021 and borrowing capacity availability of $405.2 million.

13

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Proceeds from the Term Loan Credit Facility were net of original issue discount of $4.4 million upon issuance from the lenders. In addition, in connection with the closing of the Term Loan Credit Facility and the ABL Credit Facility, we incurred approximately $30.2 million in debt issuance costs, including bank financing fees and third party legal and other professional fees, of which $25.3 million was capitalized in accordance with ASC Topic 470, “Debt” and recorded as a reduction of our outstanding Seniorsenior debt, net in our Condensed Consolidated Balance Sheet.Sheets. Remaining debt issuance costs incurred of $4.9 million were expensed and recorded to Other charges in our Condensed Consolidated Statement of Operations.
On September 21, 2021 we entered into a First Amendment (the “First Amendment”) to the Term Loan Facility, effective as of September 21, 2021. The amendment effected a repricing of the applicable margin under the Term Loan Facility by reducing the LIBOR floor by 25 basis points from 0.75% to 0.50%, and the applicable margin, with respect to any initial term loans, by 75 basis points from 4.00% to 3.25%.
In connection with the execution of the First Amendment, we incurred approximately $1.5 million in debt issuance costs, including third party arrangement and other professional fees, of which approximately $1.4 million were expensed as debt refinance charges in our Condensed Consolidated Statement of Operations, and approximately $0.1 million were capitalized and recorded as a reduction to our outstanding senior debt in our Condensed Consolidated Balance Sheets. In addition, in accordance with ASC Topic 470, “Debt”, we recorded approximately $5.4 million in write-offs of unamortized debt issuance costs and original issue discount andpreviously capitalized debtupon the issuance costs will be amortized as interest expense over the terms of the respective credit agreements. Term Loan Facility on February 17, 2021. The write-offs were recorded as debt refinance charges in our Condensed Consolidated Statement of Operations.
As of March 31, 2021,2022, the total remaining balance of unamortized of debt issuance costs relatingand original issue discount related to our senior debt including rollover debt issuance costs from our previous senior debt credit facilities of approximately $3.0 million, and original issue discount reported in the Condensed Consolidated Balance SheetSheets were $27.8approximately $19.3 million and $4.3$2.8 million, respectively. Remaining unamortized debt issuance costs and original issue discount will be amortized to interest expense over the remaining term of the Term Loan Facility.
The amount outstanding under the Term Loan Facility was $866.2 million at March 31, 2022. We had $120.0 million outstanding borrowings under our ABL Credit Facility at March 31, 2022 and borrowing capacity of $343.6 million.
We also utilize the ABL Credit Facility for the issuance of letters of credit. As of March 31, 2021,2022, we have issued letters of credit in the aggregate outstanding amount of $89.8$86.4 million primarily relating to workers compensation insurance claims.
Term Loan Credit Agreement
The Term Loan Facility, which matures on February 17, 2028, amortizes in equal quarterly installments at a rate of 1.00% per annum of the original principal amount thereof, with the remaining balance due at final maturity. Subject in each case to certain restrictions and conditions, we may add up to $500 million of incremental term loan facilities to the Term Loan Facility or utilize incremental capacity under the Term Loan Facility at any time by issuing or incurring incremental equivalent term debt.
Interest on borrowings under the Term Loan Facility is payable at a fluctuating rate of interest determined by reference to the eurodollar rate plus an applicable margin of 4.00%3.25%, subject to a 0.75%0.50% LIBOR floor. The total interest rate on the Term Loan Facility was 3.81% at March 31, 2022. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.000% per annum of the original aggregate principal amount thereof, with the remaining balance due at final maturity.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The Term Loan Facility is secured by a first-priority security interest in substantially all of our present and future tangible and intangible personal property, including our subsidiary guarantors, other than the ABL Priority Collateral (as defined below), and by a second-priority security interest in the ABL Priority Collateral, subject to certain exceptions. The obligations under the Term Loan Facility are guaranteed by us and our material wholly-owned domestic restricted subsidiaries that also guarantee the ABL Credit Facility.
The Term Loan Facility contains covenants that are usual and customary for similar facilities and transactions and that, among other things, restrict our ability and our restricted subsidiaries to create certain liens and enter into certain sale and lease-back transactions; create, assume, incur or guarantee certain indebtedness; consolidate or merge with, or convey, transfer or lease all or substantially all of our and our restricted subsidiaries’ assets, to another person; pay dividends or make other distributions on, or repurchase or redeem, our capital stock or certain other debt; and make other restricted payments. The Term Loan Facility also includes mandatory prepayment requirements related to asset sales (subject to reinvestment), debt incurrence (other than permitted debt) and excess cash flow, subject to certain limitations described therein. Any voluntary prepayment of the Term Loan Facility made using proceeds from a substantially concurrent incurrence of indebtedness and in connection with a repricing transaction in the first six months following the closing date of the Acquisition will be subject to a 1.00% prepayment premium, except that no such prepayment premium will be required in connection with a change of control or a transformative acquisition. These covenants are subject to a number of limitations and exceptions set forth in the documentation governing the Term Loan.
The Term Loan provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving us and our significant subsidiaries.
The Term Loan Facility was fully drawn at the closing of the Acima Holdings acquisition to fund a portion of the Aggregate Cash Consideration payable in the transaction, repay certain of our outstanding indebtedness and that of our subsidiaries, repay all outstanding indebtedness of Acima Holdings and its subsidiaries and pay certain fees and expenses incurred in connection with the transaction. A portion of such proceeds were used to repay $197.5 million outstanding under the prior term loan facility, dated as of August 5, 2019, among us, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “Prior Term Loan Facility”).
ABL Credit Agreement
The ABL Credit Facility will mature on February 17, 2026. We may borrow only up to the lesser of the level of the then-current borrowing base and the aggregate amount of commitments under the ABL Credit Facility. The borrowing base is tied to the amount of eligible installment sales accounts, inventory and eligible rental contracts, reduced by certain reserves.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The ABL Credit Facility bears interest at a fluctuating rate determined by reference to the eurodollar rate plus an applicable margin of 1.50% to 2.00%. The total interest rate on the ABL Credit Facility at March 31, 20212022 was 2.125%2.250%. A commitment fee equal to 0.250% to 0.375% of the unused portion of the ABL Credit Facility fluctuates dependent upon average utilization for the prior month as defined by a pricing grid included in the documentation governing the ABL Credit Facility. The commitment fee at March 31, 20212022 was 0.375%0.250%. We paid $0.7$0.6 million of commitment fees during the first quarter of 2021.2022.
Loans under the ABL Credit Facility may be borrowed, repaid and re-borrowed until February 17, 2026, at which time all amounts borrowed must be repaid. The obligations under the ABL Credit Facility are guaranteed by us and certain of our wholly owned domestic restricted subsidiaries, subject to certain exceptions. The obligations under the ABL Credit Facility and such guarantees are secured on a first-priority basis by all of our and our subsidiary guarantors’ accounts, inventory, deposit accounts, securities accounts, cash and cash equivalents, rental agreements, general intangibles (other than equity interests in our subsidiaries), chattel paper, instruments, documents, letter of credit rights, commercial tort claims related to the foregoing and other related assets and all proceeds thereof related to the foregoing, subject to permitted liens and certain exceptions (such assets, collectively, the “ABL Priority Collateral”) and a second-priority basis in substantially all other present and future tangible and intangible personal property of ours and the subsidiary guarantors, subject to certain exceptions.
The ABL Credit Facility contains covenants that are usual and customary for similar facilities and transactions and that, among other things, restrict our ability and our restricted subsidiaries to create certain liens and enter into certain sale and lease-back transactions; create, assume, incur or guarantee certain indebtedness; consolidate or merge with, or convey, transfer or lease all or substantially all of our and our restricted subsidiaries’ assets, to another person; pay dividends or make other distributions on, or repurchase or redeem, our capital stock or certain other debt; and make other restricted payments.
The ABL Credit Facility also requires the maintenance of a consolidated fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal quarter whenonly in the event either (i) certain specified events of default have occurred and are continuing or (ii) availability is less than or equal to the greater of $56.25 million and 15% of the line cap then in effect. These covenants are subject to a number of limitations and exceptions set forth in the documentation governing the ABL Credit Facility. The fixed charge coverage ratio as of March 31, 20212022 was 1.990.94 to 1.00.1.00, however, neither of the conditions in (i) or (ii) described above were applicable. Therefore, the maintenance of the fixed charge coverage ratio as of March 31, 2022 was not required.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The documentation governing the ABL Credit Facility provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving us and our significant subsidiaries.
The table below shows the scheduled maturity dates of our outstanding debt at March 31, 20212022 for each of the years ending December 31:
(in thousands)(in thousands)Term Loan FacilityABL Credit FacilityTotal(in thousands)Term Loan FacilityABL Credit FacilityTotal
2021$6,563 $$6,563 
202220228,750 8,750 2022$6,563 $— $6,563 
202320238,750 8,750 20238,750 — 8,750 
202420248,750 8,750 20248,750 — 8,750 
202520258,750 8,750 20258,750 — 8,750 
202620268,750 120,000 128,750 
ThereafterThereafter833,437 55,000 888,437 Thereafter824,687 — 824,687 
Total senior debtTotal senior debt$875,000 $55,000 $930,000 Total senior debt$866,250 $120,000 $986,250 

Note 8 -Senior Notes
On February 17, 2021, we issued $450 million in senior unsecured notes due February 15, 2029, at par value, bearing interest at 6.375% (the "Notes"“Notes”), the proceeds of which were used to fund a portion of the Aggregate Cash Consideration upon closing of the Acima Holdings acquisition. Interest on the Notes is payable in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. In connection with the issuance of the Notes, we incurred approximately $15.7 million in debt issuance costs, including bank financing fees and third party legal and other professional fees, which were capitalized in accordance with ASC Topic 470, “Debt” and recorded as a reduction of our outstanding Notes in our Condensed Consolidated Balance Sheet.Sheets. Debt issuance costs will beare amortized as interest expense over the term of the Notes.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
As of March 31, 2022, the total remaining balance of unamortized debt issuance costs related to our senior notes reported in the Condensed Consolidated Balance Sheets was approximately $13.5 million.
We may redeem some or all of the Notes at any time on or after February 15, 2024 for cash at the redemption prices set forth in the indenture governing the Notes, plus accrued and unpaid interest to, but not including, the redemption date. Prior to February 15, 2024, we may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 106.375% plus accrued and unpaid interest to, but not including, the redemption date. In addition, we may redeem some or all of the Notes prior to February 15, 2024, at a redemption price of 100% of the principal amount of the Notes plus accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole” premium. If we experience specific kinds of change of control, we will be required to offer to purchase the Notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest.
The Notes are our general unsecured senior obligations, and are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries, equal in right of payment to all of our and our guarantor subsidiaries’ existing and future senior indebtedness and senior in right of payment to all of our future subordinated indebtedness, if any. The Notes are jointly and severally guaranteed on a senior unsecured basis by certain of our domestic subsidiaries that have outstanding indebtedness or guarantee other specified indebtedness, including the ABL Credit Facility and the Term Loan Facility.
The indenture governing the Notes contains covenants that limit, among other things, our ability and the ability of some of our restricted subsidiaries to create liens, transfer or sell assets, incur indebtedness or issue certain preferred stock, pay dividends, redeem stock or make other distributions, make other restricted payments or investments, create restrictions on payment of dividends or other amounts to us by our restricted subsidiaries, merge or consolidate with other entities, engage in certain transactions with affiliates and designate our subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications. The covenants limiting restricted payments, restrictions on payment of dividends or other amounts to us by our restricted subsidiaries, the ability to incur indebtedness, asset dispositions and transactions with affiliates will be suspended if and while the Notes have investment grade ratings from any two of Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. and Fitch, Inc.
The indenture governing the Notes also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all the then outstanding Notes to be due and payable.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 9 - Fair Value
We follow a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values, in determining the fair value of our non-financial assets and non-financial liabilities, which consist primarily of goodwill. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Our financial instruments include cash and cash equivalents, receivables, payables, borrowings against our ABL Credit Facility and Term Loan Facility, and outstanding Notes. The carrying amount of cash and cash equivalents, receivables and payables approximates fair value at March 31, 20212022 and December 31, 2020,2021, because of the short maturities of these instruments. In addition, the interest rates on our Term Loan Facility and ABL Credit Facility are variable and, therefore, we believe the carrying value of outstanding borrowings approximates their fair value.
The fair value of our Notes is based on Level 1 inputs and was as follows at March 31, 2021:2022:
March 31, 2021
(in thousands)Carrying ValueFair ValueDifference
Senior notes$450,000 $477,000 $27,000 

March 31, 2022
(in thousands)Carrying ValueFair ValueDifference
Senior notes$450,000 $411,030 $(38,970)
Note 10 - Other Charges
Acima Holdings Acquisition. As described in Note 2, on February 17, 2021, we completed the acquisition of Acima Holdings, a leading provider of virtual lease-to-own solutions. Included in the aggregate consideration issued to the former owners of Acima Holdings waswere 8,096,595 of common shares, valued at $414.1 million, subject to 36-month vesting conditions under restricted stock agreements, which will be recognized over the vesting term as stock compensation expense. During the three months ended March 31, 2022 and 2021, we recognized approximately $36.6 million and $15.9 million in stock compensation expense related to these restricted stock agreements.agreement, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The fair value of assets acquired as part of the transaction included $520 million in intangible assets and $170 million in developed technology. During the three months ended March 31, 2022 and 2021, we recognized approximately $1.3$22.1 million in depreciation expense and approximately $14.0 million in amortization expense and $4.0 million and $1.3 million in incremental depreciation expense related to these assets.assets, respectively.
Furthermore, during the three months ended March 31, 2022 and 2021, we recognized approximately $0.2 million and $16.4 million in transaction costs associated with the closing of the transaction, andrespectively.
During the three months ended March 31, 2021 we recognized approximately $3.2 million in post-acquisition integration costs, including $2.8 million in employee severance and $0.4 million in reorganization advisory fees.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Activity with respect to Other charges for the three months ended March 31, 20212022 is summarized in the below table:
(in thousands)(in thousands) Accrued Charges at December 31, 2020Charges & AdjustmentsPayments & Adjustments Accrued Charges at March 31, 2021(in thousands) Accrued Charges at December 31, 2021Charges & AdjustmentsPayments & Adjustments Accrued Charges at March 31, 2022
Cash charges:Cash charges:Cash charges:
Acima Holdings transaction costsAcima Holdings transaction costs$5,005 $16,406 $(20,893)$518 Acima Holdings transaction costs$— $187 $(187)$— 
Acima Holdings integration costs3,244 (447)2,797 
Labor reduction costs(1)
Labor reduction costs(1)
1,593 3,974 (305)5,262 
Other cash chargesOther cash charges— 83 (83)— 
Other cash charges(1)
344 197 (541)
Total cash chargesTotal cash charges$5,349 19,847 $(21,881)$3,315 Total cash charges$1,593 4,244 $(575)$5,262 
Non-cash charges:Non-cash charges:Non-cash charges:
Depreciation and amortization of acquired assets(2)
15,258 
Acima Holdings restricted stock agreements(2)
Acima Holdings restricted stock agreements(2)
36,558 
Depreciation and amortization of acquired assets(3)
Depreciation and amortization of acquired assets(3)
26,092 
Acima Holdings employees stock agreements(3)
15,882 
Asset impairments(4)
Asset impairments(4)
132 
Asset impairments(4)
4,870 
OtherOther(1,616)
Total other chargesTotal other charges$51,119 Total other charges$70,148 
(1)Represents charges incurred for employee severance, shutdown and holding expenses related to store closures.severance.
(2) Represents depreciation recorded onstock compensation expense related to common stock issued to Acima Holdings employees under restricted stock agreements as part of the incrementalacquisition proceeds subject to vesting restrictions, as described in Note 2 and Note 12.
(3) Represents amortization of the total fair value of acquired softwareintangible assets and amortization ofincremental depreciation related to the fair value increase over net book value of intangibleacquired software assets acquired in connection with the acquisition of Acima Holdings as described Note 2.
(3) Represents stock compensation expense recognized in the first quarter of 2021, related to common shares issued to Acima Holdings employees subject to vesting restrictions, as described in Note 2.
(4) Asset impairments primarily includes impairmentsPrimarily represents impairment of operating lease right-of-use assets and other property assets related to the closure of Rent-A-Center Business stores in the first three months of 2021.software assets.
Note 11 - Segment Information
The operating segments reported below are the segments for which separate financial information is available and for which segment results are evaluated by the chief operating decision makers. Our operating segments are organized based on factors including, but not limited to, type of business transactions, geographic location and store ownership. Within our operating segments, we offer merchandise for lease from certain basic product categories: furniture, including mattresses, tires, consumer electronics, appliances, tools, handbags, computers, smartphones, and accessories. Smartphones are also offered in our Rent-A-Center Business stores and franchise locations.
Segment information as of and for the three and nine months ended March 31, 20212022 and 20202021 is as follows:
Three Months Ended March 31,Three Months Ended March 31,
(in thousands)(in thousands)20212020(in thousands)20222021
RevenuesRevenuesRevenues
Rent-A-Center BusinessRent-A-Center Business$524,866 $454,965 Rent-A-Center Business$518,505 $524,866 
AcimaAcima457,449 216,127 Acima599,377 457,449 
MexicoMexico14,498 13,546 Mexico15,712 14,498 
FranchisingFranchising39,969 17,301 Franchising26,128 39,969 
Total revenuesTotal revenues$1,036,782 $701,939 Total revenues$1,159,722 $1,036,782 

Three Months Ended March 31,
(in thousands)20222021
Gross profit
Rent-A-Center Business$363,380 $359,169 
Acima164,228 134,250 
Mexico11,101 10,212 
Franchising7,386 6,892 
Total gross profit$546,095 $510,523 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Three Months Ended March 31,Three Months Ended March 31,
(in thousands)(in thousands)20212020(in thousands)20222021
Gross profit
Operating profitOperating profit
Rent-A-Center BusinessRent-A-Center Business$359,169 $317,558 Rent-A-Center Business$100,176 $121,277 
AcimaAcima134,250 88,315 Acima9,600 24,814 
MexicoMexico10,212 9,528 Mexico2,066 1,954 
FranchisingFranchising6,892 4,777 Franchising4,790 4,985 
Total gross profit$510,523 $420,178 
Total segmentsTotal segments116,632 153,030 
Corporate(1)
Corporate(1)
(105,589)(82,984)
Total operating profitTotal operating profit$11,043 $70,046 

(1)
Includes stock compensation expense of $36.6 million recognized for the three months ended March 31, 2021, related to common stock issued to Acima Holdings employees under restricted stock agreements as part of the acquisition consideration subject to vesting restrictions as described in Note 10.
Three Months Ended March 31,
(in thousands)20212020
Operating profit
Rent-A-Center Business$121,277 $67,943 
Acima24,814 18,222 
Mexico1,954 967 
Franchising4,985 2,519 
Total segments153,030 89,651 
Corporate(82,984)(40,776)
Total operating profit$70,046 $48,875 

Three Months Ended March 31,Three Months Ended March 31,
(in thousands)(in thousands)20212020(in thousands)20222021
Depreciation and amortizationDepreciation and amortizationDepreciation and amortization
Rent-A-Center BusinessRent-A-Center Business$4,577 $4,957 Rent-A-Center Business$6,413 $4,577 
Acima(1)
Acima(1)
474 527 
Acima(1)
582 474 
MexicoMexico120 93 Mexico149 120 
FranchisingFranchising16 Franchising37 16 
Total segmentsTotal segments5,187 5,580 Total segments7,181 5,187 
Corporate(2)
Corporate(2)
8,206 9,333 
Corporate(2)
7,348 8,206 
Total depreciation and amortizationTotal depreciation and amortization$13,393 $14,913 Total depreciation and amortization$14,529 $13,393 
(1)Excludes amortization expense of approximately $22.1 million and $14.0 million for the three months ended March 31, 2022 and 2021, recorded to Other charges in the Condensed Consolidated Statement of Operations, related to intangible assets acquired upon closing of the Acima Holdings acquisitionacquisition. See Note 10 for additional information.
(2)Excludes depreciation expense of approximately $4.0 million and $1.3 million for the three months ended March 31, 2022 and 2021, recorded to Other charges in the Condensed Consolidated Statement of Operations, related to software acquired upon closing of the Acima Holdings acquisitionacquisition. See Note 10 for additional information.

Three Months Ended March 31,
(in thousands)20222021
Capital expenditures
Rent-A-Center Business$13,408 $6,257 
Acima46 154 
Mexico222 76 
Franchising112 — 
Total segments13,788 6,487 
Corporate2,615 4,901 
Total capital expenditures$16,403 $11,388 
Three Months Ended March 31,
(in thousands)(in thousands)20212020(in thousands)March 31, 2022December 31, 2021
Capital expenditures
On rent rental merchandise, netOn rent rental merchandise, net
Rent-A-Center BusinessRent-A-Center Business$6,257 $980 Rent-A-Center Business$455,828 $477,901 
AcimaAcima154 84 Acima542,437 676,279 
MexicoMexico76 37 Mexico19,220 18,844 
Total segments6,487 1,101 
Corporate4,901 8,050 
Total capital expenditures$11,388 $9,151 
Total on rent rental merchandise, netTotal on rent rental merchandise, net$1,017,485 $1,173,024 
(in thousands)March 31, 2022December 31, 2021
Held for rent rental merchandise, net
Rent-A-Center Business$117,617 $123,111 
Acima1,159 626 
Mexico8,887 9,247 
Total held for rent rental merchandise, net$127,663 $132,984 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

(in thousands)March 31, 2021December 31, 2020
On rent rental merchandise, net
Rent-A-Center Business$446,180 $444,945 
Acima651,764 299,660 
Mexico17,969 18,281 
Total on rent rental merchandise, net$1,115,913 $762,886 

(in thousands)March 31, 2021December 31, 2020
Held for rent rental merchandise, net
Rent-A-Center Business$127,120 $136,219 
Acima1,622 2,228 
Mexico6,502 7,819 
Total held for rent rental merchandise, net$135,244 $146,266 

(in thousands)March 31, 2021December 31, 2020
Assets by segment
Rent-A-Center Business$978,190 $999,252 
Acima1,566,395 389,650 
Mexico36,076 42,278 
Franchising16,114 14,729 
Total segments2,596,775 1,445,909 
Corporate410,183 305,071 
Total assets$3,006,958 $1,750,980 

(in thousands)March 31, 2022December 31, 2021
Assets by segment
Rent-A-Center Business$1,003,246 $1,026,886 
Acima1,287,869 1,476,752 
Mexico43,243 41,669 
Franchising15,904 15,412 
Total segments2,350,262 2,560,719 
Corporate426,859 432,608 
Total assets$2,777,121 $2,993,327 
Note 12 - Common Stock and Stock-Based Compensation
Under our current common stock repurchase program,In early December 2021, our Board of Directors has authorized a new stock repurchase program for up to $500 million (the “December 2021 Program”), which superseded our previous stock repurchase program. Under the December 2021 Program, we may purchase shares of our common stock from time to time in the open market andor privately negotiated transactions, uptransactions. We are not obligated to an aggregateacquire any shares under the program, and the program may be suspended or discontinued at any time. No shares of $75 million of Rent-A-Centerour common stock. NaN sharesstock were repurchased during the three months ended March 31, 2021. During the three months ended March 31, 2020, we repurchased 1,461,177 shares of our common stock for an aggregate purchase price of $26.5 million, which included shares having an aggregate purchase price of $10.0 million that were purchased under a repurchase program that was previously authorized by our Board of Directors until its replacement by the current program in March 2020. Under the March 2020 authorization, $58.4 million remains available for repurchases in the open market2022 and privately negotiated transactions.2021, respectively.
We recognized $4.3$4.9 million and $3.0$4.3 million in compensation expense related to stock awards issued under the Rent-A-Center, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) and 2016 Long-Term Incentive Plan (the “2016 Plan”) during the three months ended March 31, 20212022 and 2020, respectively.2021. During the three months ended March 31, 2021,2022, we granted approximately 65,000 stock options, 238,000551,000 market-based performance units and 141,000300,000 time-vesting units under the 20162021 Plan. ThePerformance-based restricted stock options granted wereunits are valued using a Black-Scholes pricing model withMonte Carlo simulation. Time-vesting restricted stock units are valued based on our closing stock price on the following assumptions:trading day immediately preceding the date of the grant, or as of the date of modification in the event an expected volatility of 47.54% to 52.80%, a risk-free interest rate of 0.21% to 0.47%, an expected dividend yield of 3.24%, and an expected term of 3.50 to 5.75 years.award is modified. The weighted-average exercise pricegrant date fair value of the optionsmarket-based performance and time-vesting restricted stock units granted during the three months ended March 31, 20212022 was $38.29$25.55 and the weighted-average grant-date fair value was $12.20. Performance-based units and time-vesting restricted units were valued using our closing stock price on March 31, 2021.$30.92, respectively.
As described in Note 2, Aggregate Stock Consideration issued to the former owners of Acima Holdings included 10,779,923 of common shares valued at $51.14 per share, as of the date of closing. Of this total, 2,683,328 common shares were included in the aggregate purchase price of the transaction for financial reporting purposes, while 8,096,595 common shares, valued at $414.1 million, issued under restricted stock agreements and subject to vesting conditions, will beare recognized as stock compensation expense over the vesting term in accordance with ASC Topic 718, “Stock-based Compensation”. We recognized $15.9$36.6 million in stock compensation expense related to these restricted stock agreements during the three months ended March

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
31, 2021,2022, which was recorded to Other charges in our Condensed Consolidated Statements of Operations, as described in Note 10.
Note 13 - Contingencies
From time to time, we, along with our subsidiaries, are party to various legal proceedings and governmental inquiries arising in the ordinary course of business. We reserve for loss contingencies that are both probable and reasonably estimable. We regularly monitor developments related to these legal proceedings, and review the adequacy of our legal reserves on a quarterly basis. We do not currently expect these losses to have a material impact on our condensed consolidated financial statements if and when such losses are incurred. Nevertheless, we cannot predict the impact of future developments affecting our claims and lawsuits, and any resolution of a claim or lawsuit or reserve within a particular fiscal period may materially and adversely impact our results of operations for that period. In addition, claims and lawsuits against us may seek injunctive or other relief that requires changes to our business practices or operations and it is possible that any required changes may materially and adversely impact our business, financial condition, results of operations or reputation.
Unclaimed Property.We are subject to unclaimed property audits by states in the ordinary course of business. The property subject to review in the audit process includeincludes unclaimed wages, vendor payments and customer refunds. State escheat laws generally require entities to report and remit abandoned and unclaimed property to the state. Failure to timely report and remit the property can result in assessments that could include interest and penalties, in addition to the payment of the escheat liability itself. We routinely remit escheat payments to states and believe we are in compliance with applicable escheat laws.
Acima Consumer Financial Protection Bureau investigation. Prior to the execution of the definitive agreement to acquire Acima Holdings, Acima Holdings received a Civil Investigative Demand dated October 1, 2020 (the “CID”) from the Consumer Financial Protection Bureau (the “CFPB”) requesting certain information, documents and data relating to Acima Holding’s products, services and practices for the period from January 1, 2015 to the date on which responses to the CID are provided in full. The purpose of the CID is to determine whether Acima Holdings extends credit, offers leases, or otherwise

19

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
offers or provides a consumer financial product or service and whether Acima Holdings complies with certain consumer financial protection laws. We are fully cooperating with the CFPB investigation. We completed our production of records in response to the existing requests of the CFPB at the end of March 2021. The CFPB has not made any allegations in the investigation, and we are currently unable to predict the eventual scope, ultimate timing or outcome of the CFPB investigation.
On the terms and subject to the conditions set forth in the definitive agreement to acquire Acima Holdings, the former owners of Acima Holdings have agreed to indemnify Rent-A-Center for certain losses arising after the consummation of the transaction with respect to the CID and certain pre-closing taxes. The indemnification obligations of the former owners of Acima Holdings are limited to an indemnity holdback in the aggregate amount of $50 million, which was escrowed at the closing of the transaction, and will be Rent-A-Center’s sole recourse against the former owners of Acima Holdings with respect to all of the indemnifiable claims under the definitive transaction agreement. Other than with respect to any pending or unresolved claims for indemnification submitted by Rent-A-Center prior to such time, and subject to other limited exceptions, the escrowed amount will be released to the former owners of Acima Holdings as follows: (i) in respect of the CID, on the earlier of the third anniversary of the closing date of the transactionFebruary 17, 2024 and the date on which a final determination is entered providing for a resolution of the matters regarding the CID and (ii) in respect of certain pre-closing taxes, on August 18, 2022, the first business day following the date that is 18 months after the closing date of the transaction.
There can be no assurance that the CID will be finally resolved prior to the release to the former owners of Acima Holdings of the escrowed funds reserved therefor, or that such escrowed amount will be sufficient to address all covered losses or that the CFPB’s ongoing investigation or future exercise of its enforcement, regulatory, discretionary or other powers will not result in findings or alleged violations of consumer financial protection laws that could lead to enforcement actions, proceedings or litigation, whether by the CFPB, other state or federal agencies, or other parties, and the imposition of damages, fines, penalties, restitution, other monetary liabilities, sanctions, settlements or changes to Acima Holdings’sHoldings’ business practices or operations that could materially and adversely affect our business, financial condition, results of operations or reputation.
California Attorney General. The California Attorney General (“CAG”(the “CAG”) previously issued an investigative subpoena in 2018 seeking information with respect to certain of our Acceptance Now business practices (now part of the Acima segment). Since receiving such demand, we have cooperated with the CAG in connection with its investigation and made several productions of requested documents. In March 2020, the CAG put forth proposed settlement terms to address alleged violations of California law. After several rounds of negotiations,The CAG’s allegations include those with respect to certain consumer fees, charges and communications in September 2020, the CAG proposed revised terms. In both cases, theconnection with our lease-to-own transactions. The CAG’s proposed settlement terms includedinclude civil penalties, disgorgement of certain revenues, additional training requirements, and recommended changes to Acceptance Nowcertain business practices. In November 2021, the parties reached an agreement in principle regarding the potential resolution of this matter. Final settlement remains subject to the negotiation and execution of applicable documentation. We believeare currently unable to predict the ultimate timing of entering binding settlement documentation, and it remains possible that the parties will be unable to agree on the settlement documentation.
Massachusetts Attorney General. The Massachusetts Attorney General (the “MAG”) issued a civil investigative demand in 2018 seeking information with respect to certain of our business practices, areincluding regarding account management and certain other business practices in connection with our lease-to-own transactions. Since receiving such demand, we have cooperated with the MAG in connection with its investigation. In June 2021, the MAG provided us with proposed settlement terms including a monetary payment, injunctive provisions regarding certain business practices and compliance with California law andrequirements. We are continuing to cooperate and discuss resolution of the inquiry with the CAG. At this point, while we cannotMAG. We are currently unable to predict the ultimate timing or outcome of the MAG investigation.
State Attorneys General Investigation. On November 1, 2021, Acima received a letter from the Nebraska Attorney General’s office stating that the Attorney General of Nebraska, along with a coalition of thirty-eight state Attorneys General, initiated a multistate investigation into the business acts and practices of Acima and that a civil investigative demand(s) and/or subpoena(s) pursuant to respective state consumer protection laws will be forthcoming. Since receiving the letter, we do not believe any suchhave held multiple discussions with officials at the lead attorneys general offices and, based on those discussions, it is our understanding that the investigation is looking at business practices within the virtual lease-to-own industry and includes or will include multiple companies. Acima is cooperating with the investigation process. In April 2022, we received a request for information and documents. No specific allegations have been made against Acima pursuant to the investigation. We are currently unable to predict the eventual scope, timing or outcome will have a material impact on our condensed consolidated financial statements.of this matter.

20

RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 14 - (Loss) Earnings Per Common Share
Summarized basic and diluted (loss) earnings per common share were calculated as follows:
Three Months Ended March 31, Three Months Ended March 31,
(in thousands, except per share data)(in thousands, except per share data)20212020(in thousands, except per share data)20222021
Numerator:Numerator:Numerator:
Net earnings$42,552 $49,292 
Net (loss) earningsNet (loss) earnings$(4,237)$42,552 
Denominator:Denominator:Denominator:
Weighted-average shares outstanding(1)
Weighted-average shares outstanding(1)
56,247 54,774 
Weighted-average shares outstanding(1)
53,751 56,247 
Effect of dilutive stock awards(2)
Effect of dilutive stock awards(2)
10,048 1,378 
Effect of dilutive stock awards(2)
— 10,048 
Weighted-average dilutive sharesWeighted-average dilutive shares66,295 56,152 Weighted-average dilutive shares53,751 66,295 
Basic earnings per common share$0.76 $0.90 
Diluted earnings per common share$0.64 $0.88 
Basic (loss) earnings per common shareBasic (loss) earnings per common share$(0.08)$0.76 
Diluted (loss) earnings per common share(2)
Diluted (loss) earnings per common share(2)
$(0.08)$0.64 
Anti-dilutive securities excluded from diluted earnings per common share:Anti-dilutive securities excluded from diluted earnings per common share:Anti-dilutive securities excluded from diluted earnings per common share:
Anti-dilutive restricted share units(3)
Anti-dilutive restricted share units(3)
148 
Anti-dilutive restricted share units(3)
5,959 — 
Anti-dilutive performance share units(3)
Anti-dilutive performance share units(3)
519 
Anti-dilutive performance share units(3)
984 — 
Anti-dilutive stock options(3)
Anti-dilutive stock options(3)
1,357 
Anti-dilutive stock options(3)
1,068 — 
(1)Weighted-average shares outstanding for the three months ended March 31, 2021 includes approximately 1.3 million weighted-average common shares issued in connection with the acquisition of Acima Holdings in February 2021. See Note 2 for additional information.
(2) Dilutive stock awardsThere was no dilutive effect to the loss per common share for the three months ended March 31, 2021 includes approximately 8.12022 due to the net loss incurred for the period.
(3) Includes 5.2 million commonunvested shares subject to restricted stock agreements related to the Aggregate Stock Consideration issued in connection withto the acquisitionformer owners of Acima Holdings in February 2021, and subject to vesting conditions under restricted stock agreements.
(3)at the time of acquisition. There were no anti-dilutive stock awards for the three months ended March 31, 2021.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” These forward-looking statements, include, without limitation, those relating to the potential effects of the pandemic of the respiratory disease caused by a novel coronavirus (“COVID-19”) on our business, operations, financial performance and prospects, the future business prospects and financial performance of our Company following the closing of our acquisition of Acima Holdings, LLC (“Acima Holdings”), cost and revenue synergies and other benefits expected to result from the Acima Holdings acquisition, our expectations, plans and strategy relating to our capital structure anticipated enhancements to our sales force, potential future acquisitions, other statements regarding our strategy and plans,capital allocation, including any share repurchases under the Company's share repurchase program, and other statements that are not historical facts.
A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. These forward-looking statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially and adversely depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20202021 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Quarterly Report on Form 10-Q and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Except as required by law, we expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. Factors that could cause or contribute to these differences include, but are not limited to:
the possibility that the anticipated benefits from the Acima Holdings acquisition may not be fully realized or may take longer to realize than expected;
• the possibility that costs, difficulties or disruptions related to the integration of Acima Holdings operations into our other operations will be greater than expected;
• our ability to (i) effectively adjust to changes in the composition of our offerings and product mix as a result of acquiring Acima Holdings and continue to maintain the quality of existing offerings and (ii) successfully introduce other new product or service offerings on a timely and cost-effective basis;
• changes in our future cash requirements as a result of the Acima Holdings acquisition, whether caused by unanticipated increases in capital expenditures or working capital needs, unanticipated liabilities or otherwise;
• our ability to identify potential acquisition candidates, complete acquisitions and successfully integrate acquired companies;
the impact of the COVID-19 pandemic and related government and regulatory restrictions issued to combat the pandemic, including adverse changes in such restrictions, the expiration of governmental stimulus programs, and impacts on (i) demand for our lease-to-own products offered in our operating segments, (ii) our Acima retail partners, (iii) our customers and their willingness and ability to satisfy their lease obligations, (iv) our supplier'ssuppliers' ability to satisfy our merchandise needs and related supply chain disruptions, (v) our employees, including our ability to adequately staff our operating locations, (vi) our financial and operational performance, and (vii) our liquidity;
the general strength of the economy and other economic conditions affecting consumer preferences and spending, including the availability of credit to our target consumers;consumers and impacts from inflation;
factors affecting the disposable income available to our current and potential customers;
changes in the unemployment rate;
capital market conditions, including availability of funding sources for us;
changes in our credit ratings;
difficulties encountered in improving the financial and operational performance of our business segments;

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risks associated with pricing changes and strategies being deployed in our businesses;

22



our ability to continue to realize benefits from our initiatives regarding cost-savings and other EBITDA enhancements, efficiencies and working capital improvements;
our ability to continue to effectively execute our strategic initiatives, including mitigating risks associated with any potential mergers and acquisitions, or refranchising opportunities;
failure to manage our store labor and other store expenses, including merchandise losses;
disruptions caused by the operation of our store information management systems;systems or disruptions in the systems of our host retailers;
risks related to our virtual lease-to-own business, including our ability to continue to develop and successfully implement the necessary technologies;
our ability to achieve the benefits expected from our integrated virtual and staffed retail partner offering and to successfully grow this business segment;
exposure to potential operating margin degradation due to the higher cost of merchandise in our Acima offering and potential for higher merchandise losses;losses than compared to our Rent-A-Center Business segment;
our transition to more-readily scalable "cloud-based"“cloud-based” solutions;
our ability to develop and successfully implement digital or E-commerce capabilities, including mobile applications;
our ability to protect our proprietary intellectual property;
our ability or that of our host retailers to protect the integrity and security of customer, employee and host retailer information, which may be adversely affected by hacking, computer viruses, or similar disruptions;
disruptions in our supply chain;
limitations of, or disruptions in, our distribution network;
rapid inflation or deflation in the prices of our products;products and other related costs;
our ability to execute and the effectiveness of store consolidations, 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 and our ability to generate sufficient cash flow to continue paying dividends;
increased competition from traditional competitors, virtual lease-to-own competitors, online retailers, Buy-Now-Pay-Later and other Fintech companies and other competitors, including subprime lenders;
our ability to identify and successfully market products and services that appeal to our current and future targeted customer segments;segments and to accurately estimate the size of the total addressable market;
consumer preferences and perceptions of our brands;
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;
changes in the enforcement of existing laws and regulations and the enactment of new laws and regulations adversely affecting our business, including any legislative or regulatory enforcement efforts that seek to re-characterize store-based or virtual lease-to-own transactions as credit sales and to apply consumer credit laws and regulations to our business;
our compliance with applicable statutes or regulations governing our businesses;
the impact of any additional social unrest such as that experienced in 2020 or otherwise, and resulting damage to our inventory or other assets and potential lost revenues;
changes in interest rates;
changes in tariff policies;
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 networks;
our ability to protect the integrity and security of individually identifiable data of our customers, employees and retail partners;
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;controls, including in connection with the integration of Acima;

23



litigation or administrative proceedings to which we are or may be a party to from time to time; and

23



the other risks detailed from time to time in our reports furnished or filed with the United States Securities and Exchange Commission (the “SEC”).
Additional important factors that could cause our actual results to differ materially from our expectations are discussed under the section “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20202021 and elsewhere in this Quarterly Report on Form 10-Q.
Our Business
We are a leading lease-to-own provider with operations in the United States, Puerto Rico and Mexico. We provide a critical service for a large portion of underserved consumers by providing them with access to, and the opportunity to obtain ownership of, high-quality, durable products via small payments over time under a flexible lease-purchase agreement with no long-term debt obligation. Through our Rent-A-Center Business, we provide a fully integrated customer experience through our e-commerce platform and brick and mortar presence. Our Acima business offers lease-to-own solutions through retail partnersretailers in stores and online enabling our partnerssuch retailers to grow sales by expanding their customer base utilizing our differentiated offering. We were incorporated in the State of Delaware in 1986, and our common stock is traded on the Nasdaq Global Select Market under the ticker symbol RCII.
Executive Summary
Our Strategy
Our strategy is focused on growing our business model through emphasis on the following key initiatives:
executing on market opportunities and enhancing our competitive position across both traditional and virtual lease-to-own solutions;
accelerating the shift to e-commerce, expanding product categories, including into emerging product categories, and improving the fully integrated customer experience;
using technology to support frictionless partnerretailer onboarding with seamless integration to retail partnerretailers′ platforms;
continuing to generate repeat business while expanding our potential customer base;
leveraging the integration of the Acima Holdings decision engine and expanding digital payments and communication channels; and
generating favorable adjusted EBITDA margin and strong free cash flow to fund strategic priorities and deliver and return capital to shareholders.
As we pursue our strategy, we may take advantage of merger and acquisition opportunities from time to time that advance our key initiatives, and engage in discussions regarding these opportunities, which could include mergers, consolidations or acquisitions or dispositions or other transactions, although there can be no assurance that any such activities will be consummated.
For additional information regarding the acquisition of Acima Holdings, see “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation—Recent Developments”.
Recent Developments
Acima Acquisition. On February 17, 2021. we completed the acquisition of Acima Holdings and issued to the former owners of Acima an aggregate of 10,779,923 shares of our common stock (the “Aggregate Stock Consideration”), with a value of $51.14 per share based on the closing price of our common stock on the date of closing, and paid to them aggregate cash consideration of $1,273.3 million (the “Aggregate Cash Consideration”). Under the terms of the definitive agreement, $50 million of the Aggregate Cash Consideration was placed into escrow at closing to cover certain potential tax and regulatory indemnification obligations of the former owners of Acima Holdings under the agreement. Although we currently believe the escrow holdback amount, which serves as our sole recourse of with respect to any indemnifiable claims, will be sufficient to cover any such potential tax and regulatory matters, there is no assurance that any actual payments by us with respect to such matters will not exceed the escrow holdback amount.
The portion of the Aggregate Stock Consideration issued to former owners of Acima Holdings who are also employees of Acima is subject to restricted stock agreements providing vesting conditions over a 36-month period beginning upon closing of the acquisition. The portion of the Aggregate Stock Consideration issued to non-employee former owners of Acima Holdings is subject to the terms of an 18-month lockup agreement, pursuant to which one-third of the aggregate shares of our common

24



stock received by a non-employee former owner of Acima Holdings becomes transferable after each six month period following the closing of the acquisition.
In connection with the acquisition, we entered into employment agreements with certain executives of Acima Holdings, including Aaron Allred, Chairman and Founder of Acima Holdings, which became effective upon closing.
Dividends. On March 25, 2021,23, 2022, we announced that our board of directors approved a quarterly cash dividend of $0.31$0.34 per share for the secondfirst quarter of 2021.2022. The dividend was paid on April 22, 20212022 to our common stockholders of record as of the close of business on April 6, 2021.5, 2022.

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Business and Operational Trends
COVID-19 Pandemic. Beginning in the latter halffirst quarter of March 2020, the worldwide spread of COVID-19 caused significant disruptions to the U.S. and world economies. On March 11, 2020, the World Health Organization declared the COVID-19 outbreakeconomies, as a worldwide pandemic. On March 13, 2020, the presidentresult of the United States declared a national state of emergency for the nation. In response to the issuance of U.S. federal guidelines to contain the spread of COVID-19, U.S. state and local and foreign jurisdictions implementedimplementing various containment or mitigation measures, including temporary shelter-in-place orders and the temporary closure of non-essential businesses. Despite the availability of COVID-19 vaccines, the number of COVID-19 cases has increased at various times over the course of the pandemic resulting in certain governmental authorities imposing or re-imposing certain restrictions on businesses.
AsIn response to COVID-19, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), providing U.S. citizens and businesses with various stimulus and income tax relief benefits throughout 2020 and early 2021 to help offset immediate negative financial impacts sustained as a result of COVID-19 and related jurisdictional ordinances implemented in the United States beginning in the latter half of March 2020 to contain the spread of COVID-19 or mitigate its effects, a significant number of Acima retail partner locations were temporarily closed, resulting in the initial closure of approximately 65% of our staffed Acima locations, which operated within those stores.COVID-19. In addition, whilewe proactively implemented certain response measures, including the majorityimplementation of our Rent-A-Center Business stores remained open, due to government orders in certain jurisdictions, beginning in mid-March 2020 we temporarily shut down operations at a small number of stores and approximately 24% of our stores were partially closed. Our partially closed locations operated with closed showrooms, conducting business only through e-commerce web orders and transitioned to a contactless curbside service model or to a ship-from-store model, to the extent permitted by local orders. Some franchise locations and stores in our Mexico operating segment were also temporarily closed or had restricted operations due to COVID-19. All locations in our Rent-A-Center Business, Franchising and Mexico operating segments and staffed Acima locations, temporarily or partially closed atcost savings initiatives following the onset of the pandemic were reopened in the second quarter of 2020. In the latter portion of 2020 and into early 2021, the number of COVID-19 cases increased significantly and certain governmental authorities imposed or re-imposed restrictions on certain businesses. As of April 28, 2021, all locations in our Rent-A-Center Business, Franchising and Mexico operating segments and staffed Acima locations are providing full in-store services subject to local requirements for sanitization, social distancing and capacity limitations and, in Mexico, certain restrictions regarding hours of operation.
In response to the negative impacts to our business resulting from COVID-19, in 2020, we proactively implemented certain measures to reduce operating expenses and cash flow uses, including implementing temporary executive pay reductions, temporarily furloughing certain employees at our store locations and corporate headquarters, reducing store hours in certain locations, renegotiating real estate leases, reducing inventory purchases and capital expenditures, and, for a brief period of time, suspending further share repurchases. In addition, we implemented additional electronic payment methods for our Rent-A-Center Business and Acima customers with additional electronic payment methods to facilitate contactless transactions. There are no assurancesThese response measures resulted in improved customer payment behaviors contributing to higher revenues and lower merchandise losses in 2020 and the first half of 2021. However, in the third quarter of 2021 we will not be subjectbegan to futuresee negative trends in customer behavior, payment and loss activity, which were accelerated in the fourth quarter of 2021, following the expiration of government actions negatively impacting our business asstimulus and relief programs combined with a significant rise in the pandemic progresses.US consumer price index.
However, whileOther Macroeconomic Conditions. In addition to the above, we may also bebelieve that we have been impacted by deteriorating worldwide economic conditions,other negative macroeconomic trends, including elevated unemployment rates throughout the United States, which could have a sustained impact on discretionary consumer spending,condensed labor market, wage inflation, and global supply chain issues resulting in reduced product availability and rising product costs.
While the lease-to-own industry has historically remained a resilient because it providesbusiness model throughout various economic cycles, providing credit constrained customers with a viable option to obtain merchandise they may not otherwise be able to obtain, throughat this time we are unable to predict the full extent to which consumer spending behavior, or other retailers offering financing options due to the tightening of credit by traditional financing.macro-economic trends, may impact our business in future periods.
See “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, for additional discussion of operational impacts to our business and additional risks associated with COVID-19.COVID-19 and these macroeconomic conditions.
Results of Operations
The following discussion focuses on our results of operations and our liquidity and capital resources. You should read this discussion in conjunction with the condensed consolidated financial statements and notes thereto for the three months ended March 31, 20212022 included in Part I, Item I of this Quarterly Report on Form 10-Q.

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Overview
The following briefly summarizes certain of our financial information for the three months ended March 31, 20212022 as compared to the three months ended March 31, 2020.2021.
During the first three months of 2021,2022, consolidated revenues increased approximately $334.8$122.9 million, primarily due to the acquisition of Acima Holdings and an increase in same store sales in our Rent-A-Center Business.Holdings. Operating profit increaseddecreased approximately $21.2$59.0 million for the three months ended March 31, 2021,2022, primarily due to the increased operating profit of the Rent-A-Center Businesslabor, other store expenses, and Acima segments, partially offset by one-time transaction and integration costs, stock compensation expense related to equity consideration subject to vesting conditions, and depreciation and amortization of acquired software and intangible assets related to the acquisition of Acima Holdings.other charges described further below.
Revenues in our Rent-A-Center Business segment increaseddecreased approximately $69.9$6.4 million for the three months ended March 31, 2021,2022, primarily due to an increasea decrease in same store sales revenue driven by growth in e-commerce sales, and despite the impact of refranchising approximately 100 stores in California in the fourth quarter of 2020 which are no longer reflected in the Rent-A-Center Business segment revenues. Gross profit as a percentage of revenue decreased 1.4%.sales. Operating profit increased $53.3decreased approximately $21.1 million for the three months ended March 31, 2021, driven2022, primarily byattributable to higher merchandise loss rates and increased operating leverage as a result of higher revenues and lower operating expenses.labor expense.
The Acima segment revenues increased approximately $241.3$141.9 million for the three months ended March 31, 2021,2022, driven primarily by the acquisition of Acima Holdings. GrossOperating profit as a percent of revenue decreased 11.6%, while operating profit increased approximately $6.6$15.2 million for the three months ended March 31, 2021, driven2022, primarily due to higher merchandise losses, partially offset by higher revenue due to the acquisition of Acima Holdings and stronger lease performance.gross profit.
The Mexico segment revenues increased by 7.0%8.4% for the three months ended March 31, 2021, driving2022, contributing to an increase in gross profit of 7.2%8.7%, or $0.7$0.9 million.
Revenues for the Franchising segment Operating profit increased $22.7$0.1 million for the three months ended March 31, 2021, primarily due to a higher store count, resulting from2022.
Revenues for the refranchising of approximately 100 California stores during 2020 and higher inventory purchases by franchisees.
Cash flow from operations was $135.8Franchising segment decreased $13.8 million for the three months ended March 31, 2021.2022, primarily due to lower inventory purchases per store. Operating profit decreased $0.2 million for the three months ended March 31, 2022.
Cash flow from operations was $205.3 million for the three months ended March 31, 2022. As of March 31, 2021,2022, we held $123.0$95.7 million of cash and cash equivalents and outstanding indebtedness of $1.38$1.44 billion.

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The following table is a reference for the discussion that follows.
Three Months EndedThree Months Ended
March 31,ChangeMarch 31,Change
(dollar amounts in thousands)(dollar amounts in thousands)20212020$%(dollar amounts in thousands)20222021$%
RevenuesRevenuesRevenues
StoreStoreStore
Rentals and feesRentals and fees$745,534 $568,000 $177,534 31.3 %Rentals and fees$883,047 $745,534 $137,513 18.4 %
Merchandise salesMerchandise sales232,793 101,380 131,413 129.6 %Merchandise sales232,881 232,793 88 — %
Installment salesInstallment sales17,773 14,747 3,026 20.5 %Installment sales17,089 17,773 (684)(3.8)%
OtherOther918 722 196 27.1 %Other1,290 918 372 40.5 %
Total store revenueTotal store revenue997,018 684,849 312,169 45.6 %Total store revenue1,134,307 997,018 137,289 13.8 %
FranchiseFranchiseFranchise
Merchandise salesMerchandise sales33,055 12,437 20,618 165.8 %Merchandise sales18,521 33,055 (14,534)(44.0)%
Royalty income and feesRoyalty income and fees6,709 4,653 2,056 44.2 %Royalty income and fees6,894 6,709 185 2.8 %
Total revenuesTotal revenues1,036,782 701,939 334,843 47.7 %Total revenues1,159,722 1,036,782 122,940 11.9 %
Cost of revenuesCost of revenuesCost of revenues
StoreStoreStore
Cost of rentals and feesCost of rentals and fees247,035 165,455 81,580 49.3 %Cost of rentals and fees338,633 247,035 91,598 37.1 %
Cost of merchandise soldCost of merchandise sold240,106 98,757 141,349 143.1 %Cost of merchandise sold250,331 240,106 10,225 4.3 %
Cost of installment salesCost of installment sales6,041 5,025 1,016 20.2 %Cost of installment sales5,921 6,041 (120)(2.0)%
Total cost of store revenuesTotal cost of store revenues493,182 269,237 223,945 83.2 %Total cost of store revenues594,885 493,182 101,703 20.6 %
Franchise cost of merchandise soldFranchise cost of merchandise sold33,077 12,524 20,553 164.1 %Franchise cost of merchandise sold18,742 33,077 (14,335)(43.3)%
Total cost of revenuesTotal cost of revenues526,259 281,761 244,498 86.8 %Total cost of revenues613,627 526,259 87,368 16.6 %
Gross profitGross profit510,523 420,178 90,345 21.5 %Gross profit546,095 510,523 35,572 7.0 %
Operating expensesOperating expensesOperating expenses
Store expensesStore expensesStore expenses
LaborLabor156,707 153,794 2,913 1.9 %Labor166,603 156,707 9,896 6.3 %
Other store expensesOther store expenses170,133 161,718 8,415 5.2 %Other store expenses227,369 170,133 57,236 33.6 %
General and administrative expensesGeneral and administrative expenses49,125 39,175 9,950 25.4 %General and administrative expenses56,403 49,125 7,278 14.8 %
Depreciation and amortizationDepreciation and amortization13,393 14,913 (1,520)(10.2)%Depreciation and amortization14,529 13,393 1,136 8.5 %
Other chargesOther charges51,119 1,703 49,416 2,901.7 %Other charges70,148 51,119 19,029 37.2 %
Total operating expensesTotal operating expenses440,477 371,303 69,174 18.6 %Total operating expenses535,052 440,477 94,575 21.5 %
Operating profitOperating profit70,046 48,875 21,171 43.3 %Operating profit11,043 70,046 (59,003)(84.2)%
Debt refinancing chargesDebt refinancing charges8,743 — 8,743 100.0 %Debt refinancing charges— 8,743 (8,743)— %
Interest, netInterest, net11,916 4,303 7,613 176.9 %Interest, net18,925 11,916 7,009 58.8 %
Earnings before income taxes49,387 44,572 4,815 10.8 %
Income tax expense (benefit)6,835 (4,720)11,555 244.8 %
Net earnings$42,552 $49,292 $(6,740)(13.7)%
(Loss) earnings before income taxes(Loss) earnings before income taxes(7,882)49,387 (57,269)(116.0)%
Income tax (benefit) expenseIncome tax (benefit) expense(3,645)6,835 (10,480)(153.3)%
Net (loss) earningsNet (loss) earnings$(4,237)$42,552 $(46,789)(110.0)%
Three Months Ended March 31, 2021,2022, compared to Three Months Ended March 31, 2020 .2021
Store Revenue. Total store revenue increased by $312.2$137.3 million, or 45.6%13.8%, to $1,134.3 million for the three months ended March 31, 2022, from $997.0 million for the three months ended March 31, 2021, from $684.8 million for the three months ended March 31, 2020.2021. This increase was primarily due to increases of approximately $241.3$141.9 million and $69.9 million in revenues in the Acima andsegment, partially offset by a decrease of $6.4 million in the Rent-A-Center Business segments, respectively,segment, as discussed further in the section “Segment Performance” below.
Cost of Rentals and Fees. Cost of rentals and fees consists primarily of depreciation of rental merchandise. Cost of rentals and fees for the three months ended March 31, 2021,2022, increased by $81.5$91.6 million, or 49.3%37.1%, to $247.0$338.6 million as compared to $165.5$247.0 million in 2020.2021. This increase in cost of rentals and fees was primarily attributable to increases of $71.5$87.1 million and $9.9

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$4.0 million in the Acima and Rent-A-Center Business segments, respectively, as discussed further in the section “Segment Performance” below.respectively. Cost of rentals and fees expressed as a percentage of rentals and fees revenue was 33.1%increased to 38.3% for the three months ended March 31, 2021,2022 as compared to 29.1%33.1% in 2020.2021.
Cost of Merchandise Sold. Cost of merchandise sold increased by $141.3$10.2 million, or 143.1%4.3%, to $240.1$250.3 million for the three months ended March 31, 2021,2022, from $98.8$240.1 million in 2020,2021, primarily attributable to increases of $123.9 million and $17.4$24.8 million in the Acima andsegment, partially offset by a decrease of $14.5 million in the Rent-A-Center Business segments, respectively, as discussed further in the section “Segment Performance” below.segment, respectively. The gross margin percent of merchandise sales decreased to (3.1)(7.5)% for the three months ended March 31, 2021,2022, from 2.6%(3.1)% in 2020.2021.
Gross Profit. Gross profit increased by $90.3$35.6 million, or 21.5%7.0%, to $510.5$546.1 million for the three months ended March 31, 2021,2022, from $420.2$510.5 million in 2020,2021, due primarily to increases of $45.9$30.0 million and $41.6$4.2 million in the Acima and Rent-A-Center Business segments, respectively, as discussed further in the section “Segment Performance” below. Gross profit as a percentage of total revenue decreased to 49.2%47.1% for the three months ended March 31, 2021,2022, as compared to 59.9%49.2% in 2020.2021.
Store Labor. Store labor increased by $2.9$9.9 million, or 1.9%6.3%, to $156.7$166.6 million, for the three months ended March 31, 2021,2022, as compared to $153.8$156.7 million in 2020,2021, primarily dueattributable to an increaseincreases of $3.2$1.0 million and $8.5 million in the Acima segment,and Rent-A-Center Business segments, respectively, as discussed further in the section “Segment Performance” below. Store labor expressed as a percentage of total store revenue was 15.7%14.7% for the three months ended March 31, 2021,2022, as compared to 22.5%15.7% in 2020.2021.
Other Store Expenses. Other store expenses increased by $8.4$57.3 million, or 5.2%, to $170.1$227.4 million for the three months ended March 31, 2021,2022, as compared to $161.7$170.1 million in 2020, primarily2021, due to an increaseincreases of $18.0$41.4 million and $15.2 million in the Acima segment, partially offset by a decrease of $9.9 million in theand Rent-A-Center Business segment,segments, respectively, primarily attributable to higher customer stolen merchandise loss rates, as discussed further in the section “Segment Performance” below. Other store expenses expressed as a percentage of total store revenue were 17.1%20.0% for the three months ended March 31, 2021,2022, compared to 23.6%17.1% in 2020.2021.
General and Administrative Expenses. General and administrative expenses increased by $9.9$7.3 million, or 25.4%14.8%, to $49.1$56.4 million for the three months ended March 31, 2021,2022, as compared to $39.2$49.1 million in 2020,2021, primarily due to higher labor and incentive compensation inoverhead as a result of the acquisition of Acima segment.Holdings. General and administrative expenses expressed as a percentage of total revenue were 4.7%4.9% for the three months ended March 31, 2021,2022, compared to 5.6%4.7% in 2020.2021.
Other Charges. Other charges increased by $49.4$19.0 million, to $51.1$70.1 million for the three months ended March 31, 2021,2022, as compared to $1.7$51.1 million in 2020.2021. Other charges for the three months ended March 31, 2022 primarily included stock compensation expense related to the vesting of a portion of the equity consideration issued in the acquisition of Acima Holdings, depreciation and amortization of acquired software and intangible assets, software asset impairment, and employee severance. Other charges for the three months ended March 31, 2021 primarily included one-time transaction and integration costs, stock compensation expense related to equity consideration subject to vesting conditions, and depreciation and amortization of acquired software and intangible assets, related to the acquisition of Acima Holdings. Other charges for the three months ended March 31, 2020 primarily related to lease impairments and other costs associated with store and other facility closures, and financial impacts related to the COVID-19 pandemic, including temporary store closures and furloughs.
Operating Profit. Operating profit increaseddecreased by $21.1$59.0 million, to $70.0$11.0 million for the three months ended March 31, 2021,2022, as compared to $48.9$70.0 million in 2020,2021, primarily due to the increases in other store expenses, other charges, and store labor, partially offset by the increase in gross profit, as described above. Operating profit expressed as a percentage of total revenue was 6.8%1.0% for the three months ended March 31, 2021,2022, compared to 7.0%6.8% in 2020.2021.
Income Tax Expense (Benefit). Expense. Income tax expense (benefit)for the three months ended March 31, 2022 was $(3.6) million, as compared to $6.8 million in 2021, primarily due to a decrease in earnings before taxes of approximately $57.2 million. The effective tax rate was 46.2% for the three months ended March 31, 2022, compared to 13.8% in 2021, primarily due to the difference between recorded goodwill and goodwill recognized for tax purposes, as a result of the Aggregate Stock Consideration from the Acima Holdings transaction subject to restricted stock agreements. In addition, the effective tax rate for the three months ended March 31, 2021, was $6.8 million, as comparedfurther impacted by discrete income tax items related to $(4.7) million in 2020. The effectiveexcess tax rate was 13.8% forbenefits from the three months ended March 31, 2021, compared to (10.6)% in 2020.vesting of our annual restricted stock award grants and stock option exercises, and the release of domestic and foreign tax valuation allowances.

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Segment Performance.Performance
Rent-A-Center Business segment
Three Months Ended
March 31,Change
(dollar amounts in thousands)20212020$%
Revenues$524,866 $454,965 $69,901 15.4 %
Gross profit359,169 317,558 41,611 13.1 %
Operating profit121,277 67,943 53,334 78.5 %
Change in same store revenue23.4 %
Stores in same store revenue calculation(1)
1,546
Three Months Ended
March 31,Change
(dollar amounts in thousands)20222021$%
Revenues$518,505 $524,866 $(6,361)(1.2)%
Gross profit363,380 359,169 4,211 1.2 %
Operating profit100,176 121,277 (21,101)(17.4)%
Change in same store revenue(1.1)%
Stores in same store revenue calculation(1)
1,757
(1) Same store sales generally represents revenue earned in stores that were operated by us for 13 months or more and are reported on a constant currency basis as a percentage of total revenue earned in stores of the segment during the indicated period. We exclude from the same store sales base any store that receives a certain level of customer accounts from closed stores or acquisitions. The receiving store will be eligible for inclusion in the same store sales base in the 30th30th full month following account transfer. Due to the COVID-19 pandemic and related temporary store closures, all 32 stores in Puerto Rico were excluded starting in March 2020 and will remain excluded through September 2021.March 2022.
Revenues. The increasedecrease in revenue for the three months ended March 31, 2021,2022, as compared to 2020,2021, was primarily due to an increasea decrease in same store sales revenue driven by growthlower merchandise sales stemming from the lapse of government stimulus programs and the increase in e-commerce sales, partially offset by the impact of refranchising approximately 100 stores in California in the fourth quarter of 2020.U.S. consumer price index.
Gross Profit. Gross profit increased for the three months ended March 31, 2021,2022, as compared to 2020,2021, driven primarily by increased segmentan increase in rental and fee revenue as discussed above.combined with lower merchandise sales. Gross profit as a percentage of segment revenues was 68.4%70.1% for the three months ended March 31, 2021,2022, as compared to 69.8%68.4% for the corresponding period in 2020.2021.
Operating Profit. Operating profit as a percentage of segment revenues was 23.1%19.3% for the three months ended March 31, 2021,2022, compared to 14.9%23.1% for the respectivecorresponding period in 2020.2021. The increasedecrease in operating profitmargin for the three months ended March 31, 2021,2022, as compared to 20202021, was driven primarily by increased operating leverage as a result ofthe decrease in revenues described above, in addition to higher revenuesloss rates and lower operating expenses, including lower merchandise losses.higher labor expense. Charge-offs in our Rent-A-Center Business lease-to-own stores due to customer stolen merchandise, expressed as a percentage of Rent-A-Center Business lease-to-own revenues, were approximately 3.0%3.9% for the three months ended March 31, 2021,2022, compared to 3.7%2.7% for the respectivecorresponding period in 2020.2021. Charge-offs in our Rent-A-Center Business lease-to-own stores due to other merchandise losses, expressed as a percentage of Rent-A-Center Business lease-to-own revenues, were approximately 1.3%1.7% for the three months ended March 31, 2021,2022, compared to 1.2%approximately 1.3% for the respectivecorresponding period in 2020.2021. Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims.
Acima segment
Three Months Ended
March 31,Change
(dollar amounts in thousands)20212020$%
Revenues$457,449 $216,127 $241,322 111.7 %
Gross profit134,250 88,315 45,935 52.0 %
Operating profit24,814 18,222 6,592 36.2 %
Three Months Ended
March 31,Change
(dollar amounts in thousands)20222021$%
Revenues$599,377 $457,449 $141,928 31.0 %
Gross profit164,228 134,250 29,978 22.3 %
Operating profit9,600 24,814 (15,214)(61.3)%
Revenues. The increase in revenue for the three months ended March 31, 20212022 compared to 2020,2021, was driven primarily by the acquisition of Acima Holdings.
Gross Profit. Gross profit increasedas a percentage of segment revenues decreased to 27.4% for the three months ended March 31, 2021,2022, compared to 2020, driven by higher revenue, discussed above, partially offset by lower gross29.3% for the corresponding period in 2021. Gross profit margin decreased for the three months ended March 31, 2022, compared to 2021, primarily due to a higher mix of rental agreements generated from our virtual business model, primarily related todriven by the recent acquisition of Acima Holdings, and increased merchandise sales due to early payouts. GrossHoldings.
Operating Profit. Operating profit as a percentage of segment revenues decreased to 29.3%1.6% for the three months ended March 31, 2021,2022, compared to 40.9%5.4% for the respectivecorresponding period in 2020.
Operating Profit. 2021. Operating profit increased by 36.2%margin decreased for the three months ended March 31, 2021,2022, as compared to 2020. The increase in operating profit for the three months ended March 31, 2021, was driven by higher revenueprimarily due to the acquisition of Acima Holdings, acquisitionincluding amortization of acquired software and stronger lease performance.intangible assets, and higher merchandise losses, partially offset by higher revenues. Charge-offs in our Acima locations due to customer stolen merchandise, expressed as a percentage of revenues, were approximately 8.6%12.6% for the three months ended March 31, 2021,2022, compared to 12.2%8.6% for the respectivecorresponding period in 2020. 2021.

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Charge-offs in our Acima locations due to other merchandise losses, expressed as a

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percentage of revenues, were approximately 0.4%0.1% for the three months ended March 31, 2021,2022, compared to 0.4% in 2020. Operating profit as a percentage of segment revenues decreased to 5.4% for the three and three months ended March 31, 2021, compared to 8.4% for the respectivecorresponding period in 2020.2021.
Mexico segment
Three Months Ended
March 31,Change
(dollar amounts in thousands)20212020$%
Revenues$14,498 $13,546 $952 7.0 %
Gross profit10,212 9,528 684 7.2 %
Operating profit1,954 967 987 102.1 %
Change in same store revenue9.6 %
Stores in same store revenue calculation(1)
112 
Three Months Ended
March 31,Change
(dollar amounts in thousands)20222021$%
Revenues$15,712 $14,498 $1,214 8.4 %
Gross profit11,101 10,212 889 8.7 %
Operating profit2,066 1,954 112 5.7 %
Change in same store revenue7.6 %
Stores in same store revenue calculation(1)
108 
(1) Same store sales generally represents revenue earned in stores that were operated by us for 13 months or more and are reported on a constant currency basis as a percentage of total revenue earned in stores of the segment during the indicated period. We exclude from the same store sales base any store that receives a certain level of customer accounts from closed stores or acquisitions. The receiving store will be eligible for inclusion in the same store sales base in the 30th30th full month following account transfer.
Revenues. Revenues for the three months ended March 31, 2021 were negatively impacted by exchange rate fluctuations of approximately $0.4$0.2 million for the three months ended March 31, 2022, as compared to the same periodperiods in 2020.2021. On a constant currency basis, revenues for the three months ended March 31, 20212022 increased approximately $1.4 million, compared to the same periodperiods in 2020.2021.
Gross Profit. Gross profit for the three months ended March 31, 2021 was negatively impacted by exchange rate fluctuations of approximately $0.3$0.1 million for the three months ended March 31, 2022, as compared to the same periodperiods in 2020.2021. On a constant currency basis, gross profit for the three months ended March 31, 20212022 increased by approximately $1.0 million as compared to the same periodperiods in 2020.2021. Gross profit as a percentage of segment revenues was 70.4%70.7% for the three months ended March 31, 2021,2022, compared to 70.3%70.4% for the respectivecorresponding period in 2020.2021.
Operating Profit. Operating profit for the three months ended March 31, 20212022 was minimally impacted by exchange rate fluctuations as compared to the same period in 2020.2021. Operating profit as a percentage of segment revenues increased to 13.5%13.1% for the three months ended March 31, 2021, from 7.1%2022, compared to 13.5% for the respective periodcorresponding periods in 2020.2021.
Franchising segment
Three Months Ended
March 31,Change
(dollar amounts in thousands)20212020$%
Revenues$39,969 $17,301 $22,668 131.0 %
Gross profit6,892 4,777 2,115 44.3 %
Operating profit4,985 2,519 2,466 97.9 %
Three Months Ended
March 31,Change
(dollar amounts in thousands)20222021$%
Revenues$26,128 $39,969 $(13,841)(34.6)%
Gross profit7,386 6,892 494 7.2 %
Operating profit4,790 4,985 (195)(3.9)%
Revenues. Revenues increaseddecreased for the three months ended March 31, 20212022 compared to the respectivecorresponding period in 2020,2021, primarily due to a higher store count, resulting from the refranchising of approximately 100 California stores during 2020 and higherlower inventory purchases by franchisees.
Gross Profit. Gross profit as a percentage of segment revenues decreased to 17.2%was 28.3% for the three months ended March 31, 2021, from 27.6%2022, compared to 17.2% for the respectivecorresponding period in 2020,2021. The increase for the three months ended March 31, 2022 was primarily due to increasea higher percentage of royalty income and fees included in segment revenues, described above.compared to the corresponding period in 2021.
Operating Profit. Operating profit as a percentage of segment revenues increasedwas 18.3%, for the three months ended March 31, 20212022 compared to 12.5%, for the corresponding period in 2021. The increase for the three months ended March 31, 2022, compared to 14.6% for the respectivecorresponding period in 2020,2021 was primarily due to increasea higher percentage of royalty income and fees included in segment revenues described above.
Liquidity and Capital Resources
Overview. For the three months ended March 31, 2021,2022, we generated $135.8$205.3 million in operating cash flow. We paid down debt by $172.2 million from cash generated from operations and also used cash in the amount of $1,267.9 million for acquisitions, $46.1 million for debt issuance costs, $17.1$21.1 million for dividends and $11.4$16.4 million for capital expenditures. We ended the first quarter of 20212022 with $123.0$95.7 million of cash and cash equivalents and outstanding indebtedness of $1.38$1.44 billion.
Analysis of Cash Flow. Cash provided by operating activities increased by $88.4$69.5 million to $135.8$205.3 million for the three months ended March 31, 2021,2022, from $47.4$135.8 million in 2020,2021, primarily due to the Acima Holdings acquisition, in addition to improved operating profit in the Rent-A-Center Business, Mexico, and Franchising operating segments.lower inventory purchases.

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Cash used in investing activities was $1,279.3$16.7 million for the three months ended March 31, 2021,2022, compared to $9.0$1,279.3 million in 2020,2021, a change of $1,270.3$1,296.6 million, primarily due to the acquisition of Acima Holdings acquisition in February 2021.
Cash (used in) provided by financing activities was $1,107.3$(201.3) million for the three months ended March 31, 2021,2022, compared to $76.0$1,107.3 million in 2020,2021, representing a decreasechange of $1,031.3$1,308.6 million, primarily due to an increase in debt proceeds of $1,292.0$1.5 billion received in the first quarter of 2021 used to fund the acquisition of Acima Holdings in February 2021, partially offset by debt issuance costs of $46.1 million duringpaid in the first quarter of 2021 in connection with the receipt of debt proceeds, in addition to lower debt repayments of $135.3 million for the three months ended March 31, 2021 primarily due2022 compared to the Acima Holdings acquisitionsame period in February 2021.
Liquidity Requirements. Our primary liquidity requirements are for rental merchandise purchases. Other capital requirements include expenditures for property assets, debt service, and dividends. Our primary sources of liquidity have been cash provided by operations.
We utilize our ABL Credit Facility for the issuance of letters of credit, as well as to manage normal fluctuations in operational cash flow caused by the timing of cash receipts. In that regard, we may from time to time draw funds under the ABL Credit Facility for general corporate purposes. Amounts are drawn as needed due to the timing of cash flows and are generally paid down as cash is generated by our operating activities. We believe cash flow generated from operations and availability under our ABL Credit Facility will be sufficient to fund our operations during the next 12 months. At April 28, 2021,27, 2022, we had approximately $95.9$104.5 million in cash on hand, and $430.2$343.6 million available under our ABL Credit Facility.
We deferred approximately $23 million in employer payroll taxes to future periods as part of the benefits received from the CARES Act passed by the U.S. Federal government in response to COVID-19. We expect to repay approximately $12 million of these deferred taxes during 2021, beginning in the second quarter, and the remaining will continue to be deferred until 2022.
Deferred Taxes. Certain federal tax legislation enacted during the period 2009 to 2017 permitted bonus first-year depreciation deductions ranging from 50% to 100% of the adjusted basis of qualified property placed in service during such years. The depreciation benefits associated with these tax acts are now reversing. The Protecting Americans from Tax Hikes Act of 2015 ("PATH"(“PATH”) extended the 50% bonus depreciation to 2015 and through September 26, 2017, when it was updated by the Tax Cuts and Jobs Act of 2017 (“Tax Act”). The Tax Act allows 100% bonus depreciation for certain property placed in service between September 27, 2017 and December 31, 2022, at which point it will begin to phase out. The bonus depreciation provided by the Tax Act resulted in an estimated benefit of $211$349 million for us in 2020.2021. We estimate the remaining tax deferral associated with bonus depreciation from these Acts is approximately $260$402 million at December 31, 2020,2021, of which approximately 80%, or $207$320 million, will reverse in 2021,2022, and the majority of the remainder will reverse between 20222023 and 2023.2024.
Merchandise Losses. Merchandise losses consist of the following:
Three Months Ended March 31, Three Months Ended March 31,
(in thousands) (in thousands)20212020 (in thousands)20222021
Customer stolen merchandise (1)
Customer stolen merchandise (1)
$56,588 $46,910 
Customer stolen merchandise(1)
$99,742 $56,588 
Other merchandise losses (2)
Other merchandise losses (2)
8,674 6,091 
Other merchandise losses(2)
9,907 8,674 
Total merchandise lossesTotal merchandise losses$65,262 $53,001 Total merchandise losses$109,649 $65,262 
(1)Includes incrementalIncrease in customer stolen merchandise in 2022 is primarily due to the increase in customer stolen merchandise loss rates for the three months ended March 31, 2022 compared to the corresponding period in 2021, as described in the Results of Operations section above. In addition, the increase is partly attributable to the timing of the acquisition of Acima Holdings on February 17, 2021, resulting in a partial period of losses related to COVID-19for the first quarter of 2021.
(2)Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims.
Capital Expenditures. We make capital expenditures in order to maintain our existing operations, acquire new capital assets in new and acquired stores and invest in information technology. We spent $11.4$16.4 million and $9.2$11.4 million on capital expenditures during the three months ended March 31, 20212022 and 2020,2021, respectively.
Acquisitions and New Location Openings. During the first three months of 2021,2022, we acquired one rent-to-own store location and customer accounts for an aggregate purchase price of approximately $0.3 million. The store location remained openwas closed upon acquisition as part ofand consolidated into existing store operations in our Rent-A-Center Business segment.

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The table below summarizes the store location activity for the three-month period ended March 31, 20212022 for our Rent-A-Center Business, Mexico and Franchising operating segments.
Rent-A-Center BusinessMexicoFranchisingTotal Rent-A-Center BusinessMexicoFranchisingTotal
Locations at beginning of period(1)Locations at beginning of period(1)1,845 121 462 2,428 Locations at beginning of period(1)1,846 123 466 2,435 
New location openingsNew location openings— — New location openings— 
ConversionsConversions— (1)— Conversions— — — — 
Closed locationsClosed locationsClosed locations
Merged with existing locationsMerged with existing locations(2)— — (2)Merged with existing locations— (1)— (1)
Sold or closed with no surviving locationSold or closed with no surviving location— — (2)(2)Sold or closed with no surviving location— — (3)(3)
Locations at end of period(1)Locations at end of period(1)1,844 121 461 2,426 Locations at end of period(1)1,852 122 464 2,438 
Acquired locations closed and accounts merged with existing locationsAcquired locations closed and accounts merged with existing locations— — 
Total approximate purchase price of acquired stores (in millions)
Total approximate purchase price of acquired stores (in millions)
$0.3 $— $— $0.3 
(1) Does not include locations in our Acima segment.
Senior Debt. On February 17, 2021, we entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and lenders party thereto, that provides for a five-year asset-based revolving credit facility with commitments of $550 million and a letter of credit sublimit of $150 million, which commitments may be increased, at our option and under certain conditions, by up to an additional $125 million in the aggregate (the “ABL Credit Facility”). Under the ABL Credit Facility, we may borrow only up to the lesser of the level of the then-current borrowing base and the aggregate amount of commitments under the ABL Credit Facility. The borrowing base is tied to the amount of eligible installment sales accounts, inventory and eligible rental contracts, reduced by reserves. The ABL Credit Facility bears interest at a fluctuating rate determined by reference to the eurodollar rate plus an applicable margin of 1.50% to 2.00%, which margin, as of February 19, 2021,April 27, 2022, was 2.125%2.250%. A commitment fee equal to 0.250% to 0.375% of the unused portion of the ABL Credit Facility fluctuates dependent upon average utilization for the prior month as defined by a pricing grid included in the documentation governing the ABL Credit Facility. Loans under the ABL Credit Facility may be borrowed, repaid and re-borrowed until February 17, 2026, at which time all amounts borrowed must be repaid.
The obligations under the ABL Credit Facility are guaranteed by us and certain of our wholly owned domestic restricted subsidiaries, subject to certain exceptions. The obligations under the ABL Credit Facility and such guarantees are secured on a first-priority basis by all of our and theour subsidiary guarantors’ accounts, inventory, deposit accounts, securities accounts, cash and cash equivalents, rental agreements, general intangibles (other than equity interests in oour subsidiaries), chattel paper, instruments, documents, letter of credit rights, commercial tort claims related to the foregoing and other related assets and all proceeds thereof related to the foregoing, subject to permitted liens and certain exceptions (such assets, collectively, the “ABL Priority Collateral”) and a second-priority basis in substantially all other present and future tangible and intangible personal property of ours and the subsidiary guarantors, subject to certain exceptions.
At April 28, 2021, we had outstanding borrowings of $905 million and available commitments of $430.2 million under our ABL Credit Facility, net of letters of credit.
On February 17, 2021, we also entered into a term loan credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and lenders party thereto, that provides for a seven-year $875 million senior secured term loan facility (the(as amended on September 21, 2021, the “Term Loan Facility”). Subject in each case to certain restrictions and conditions, we may add up to $500 million of incremental term loan facilities to the Term Loan Facility or utilize incremental capacity under the Term Loan Facility at any time by issuing or incurring incremental equivalent term debt. Interest on borrowings under the Term Loan Facility is payable at a fluctuating rate of interest determined by reference to the eurodollar rate plus an applicable margin of 4.00%3.25%, subject to a 0.75%0.50% LIBOR floor. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.000% per annum of the original aggregate principal amount thereof, with the remaining balance due at final maturity. The Term Loan Facility is secured by a first-priority security interest in substantially all of present and future tangible and intangible personal property of oursthe Company and the subsidiary guarantors, other than the ABL Priority Collateral, and by a second-priority security interest in the ABL Priority Collateral, subject to certain exceptions. The obligations under the Term Loan Facility are guaranteed by usthe Company and ourthe Company’s material wholly-owned domestic restricted subsidiaries that also guarantee the ABL Credit Facility.
The Term Loan Facility was fully drawn at the closing of the Acima Holdings acquisition to fund a portion of the Aggregate Cash Consideration, repay certain of our outstanding indebtedness and our subsidiaries,subsidiaries' outstanding indebtedness, repay all outstanding indebtedness of Acima and its subsidiaries and pay certain fees and expenses incurred in connection with the Acima Holdings acquisition. A portion of such proceeds were used to repay $197.5 million outstanding under our prior term loan facility, dated as of August 5, 2019, among us, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “Prior Term Loan Facility”), which Prior Term Loan Facility was terminated in connection with such repayment. At February 19, 2021, we had outstanding borrowings of $875 million under the Term Loan Facility.

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At April 27, 2022, we had outstanding borrowings of $866.3 million under our Term Loan Facility and available commitments of $343.6 million under our ABL Credit Facility, net of letters of credit.
See Note 7 of our condensed consolidated financial statements included in this report for additional information regarding our senior debt.
Senior Notes. On February 17, 2021, we issued $450.0 million in senior unsecured notes due February 15, 2029, at par value, bearing interest at 6.375% (the "Notes"“Notes”), the proceeds of which were used to fund a portion of the Aggregate Cash Consideration upon closing of the Acima Holdings acquisition. Interest on the Notes is payable in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. We may redeem some or all of the Notes at any time on or after February 15, 2024 for cash at the redemption prices set forth in the indenture governing the Notes, plus accrued and unpaid interest to, but not including, the redemption date. Prior to February 15, 2024, we may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 106.375% plus accrued and unpaid interest to, but not including, the redemption date. In addition, we may redeem some or all of the Notes prior to February 15, 2024, at a redemption price of 100% of the principal amount of the Notes plus accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole” premium. If we experience specific kinds of change of control, it will be required to offer to purchase the Notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest.
Operating Leases. We lease space for all of our Rent-A-Center Business and Mexico stores under operating leases expiring at various times through 2027.2030. In addition we lease space for certain support facilities under operating leases expiring at various times through 2032. Most of our store leases are five year leases and contain renewal options for additional periods ranging from three to five years at rental rates adjusted according to agreed-upon formulas. As of March 31, 2021,2022, our total remaining obligation for existing store lease contracts was approximately $339.6$335.7 million.
We lease vehicles for all of our Rent-A-Center Business stores under operating leases with lease terms expiring 12 months after the start date of the lease. We classify these leases as short-term and have elected the short-term lease exemption for our vehicle leases, and have therefore excluded them from our operating lease right-of-use assets within our Condensed Consolidated Balance Sheet.Sheets. As of March 31, 2021,2022, our total remaining minimum obligation for existing Rent-A-Center Business vehicle lease contracts was approximately $2.1$0.3 million.
We also lease vehicles for all of our Mexico stores which have terms expiring at various times through 20252026 with rental rates adjusted periodically for inflation. As of March 31, 2021,2022, our total remaining obligation for existing Mexico vehicle lease contracts was approximately $0.8$1.2 million.
See Note 5 of our condensed consolidated financial statements included in this report for additional discussion of our store operating leases.
Uncertain Tax Position. As of March 31, 2021,2022, we have recorded $21.8$6.5 million in uncertain tax positions. Although these positions represent a potential future cash liability to us, the amounts and timing of such payments are uncertain.
Seasonality. Our revenue mix is moderately seasonal, with the first quarter of each fiscal year generally providing higher merchandise sales than any other quarter during a fiscal year. Generally, our customers will more frequently exercise the early purchase option on their existing rentallease purchase agreements or purchase pre-leased merchandise off the showroom floor during the first quarter of each fiscal year, primarily due to the receipt of federal income tax refunds. Furthermore, we tend to experience slower growth in the number of rental purchase agreements in the third quarter of each fiscal year compared to other quarters throughout the year.
New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that we adopt as of the specified effective date. As of March 31, 2021,2022, we believe the impact of any recently issued standards that are not yet effective are either not applicable to us at this time, or will not have a material impact on our consolidated financial statements upon adoption.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
Market risk is the potential change in an instrument’s value caused by fluctuations in interest rates. Our primary market risk exposure is fluctuations in interest rates. Monitoring and managing this risk is a continual process carried out by our senior management. We manage our market risk based on an ongoing assessment of trends in interest rates and economic developments, giving consideration to possible effects on both total return and reported earnings. As a result of such assessment, we may enter into swap contracts or other interest rate protection agreements from time to time to mitigate this risk.
As of March 31, 2021,2022, we had $875.0$450 million in Notes outstanding at a fixed interest rate of 6.375%. We also had $866.2 million outstanding under our term loan credit agreementthe Term Loan Facility and $55.0$120.0 million outstanding under our ABL credit agreement,Credit Facility, each at interest rates indexed to the Eurodollar rate or the prime rate, which exposes us to the risk of increased interest costs if interest rates rise.rate. Carrying value approximates fair value for such indebtedness. Based on our overall interest rate exposure at March 31, 2021,2022, a hypothetical 1.0% increase or decrease in market interest rates would have the effect of causing an additional $9.4$10.0 million additional annualized pre-tax charge or credit to interest expense in our condensed consolidated statement of operations. We have not entered into any interest rate swap agreements as of March 31, 2021.2022.
Foreign Currency Translation
We are exposed to market risk from foreign exchange rate fluctuations of the Mexican peso to the U.S. dollar as the financial position and operating results of our stores in Mexico are translated into U.S. dollars for consolidation. Resulting translation adjustments are recorded as a separate component of stockholders’ equity.
Item 4. Controls and Procedures.
Disclosure controlcontrols and procedures. In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that, as of March 31, 2021,2022, our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934) were effective.
Changes in internal controls over financial reporting. In February 2021, we acquired Acima Holdings. We are currently in the process of integrating Acima Holdings into our assessment of our internal control over financial reporting. Management's assessment and conclusions on the effectiveness of our disclosure controls and procedures as of March 31, 2021 excludes an assessment of the internal control over financial reporting of Acima Holdings.
Other than as described above, forFor the quarter ended March 31, 2021,2022, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that in the aggregate, have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – Other Information
Item 1. Legal Proceedings
From time to time, we, along with our subsidiaries, are party to various legal proceedings and governmental inquiries arising in the ordinary course of business. We reserve for loss contingencies that are both probable and reasonably estimable. We regularly monitor developments related to these legal proceedings, and review the adequacy of our legal reserves on a quarterly basis. We do not currently expect these losses to have a material impact on our consolidated financial statements if and when such losses are incurred. Nevertheless, we cannot predict the impact of future developments affecting our claims and lawsuits, and any resolution of a claim or lawsuit or reserve within a particular fiscal period may materially and adversely impact our results of operations for that period. In addition, claims and lawsuits against us may seek injunctive or other relief that requires changes to our business practices or operations and it is possible that any required changes may materially and adversely impact our business, financial condition, results of operations or reputation. Please referencesee Note 13 of our condensed consolidated financial statements included in the Notes to our Financial Statementsthis report for additional discussion of certain of our legal proceedings.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A of Part 1, "Risk Factors"“Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020.2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.


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Item 6. Exhibits.
Exhibit No.Description
3.1
3.2
3.3
3.4
3.5
4.1
4.2
10.14.3
10.2
10.3
10.4
31.1*
31.2*
32.1*
32.2*
101.INS*XBRL Instance Document - The instance document does not appear in the interactive data files because its XBRL tags are embedded within the inline XBRL 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
104*Cover page Interactive Data File (embedded within the inline XBRL document contained in Exhibit 101)
*Filed herewith.


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SIGNATURE
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, thereunto duly authorized.
RENT-A-CENTER, INC.
By:
/S/    MAUREEN B. SHORT      
 Maureen B. Short
 EVP, Chief Financial Officer
Date: May 7, 20215, 2022



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