FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report under Section 13 or 15 (d) of the Securities Exchange Act of l934 March 31, 1996 0-12385 ---------------- ------- For Quarter Ended Commission File No. AARON RENTS, INC. ----------------- (Exact name of registrant as specified in its charter) GEORGIA 58-0687630 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 309 EAST PACES FERRY ROAD, N.E. ATLANTA, GEORGIA 30305-2377 ---------------- ---------- (Address of principal executive offices) (Zip Code) (404) 231-0011 -------------- (Registrant's telephone number, including area code) NOT APPLICABLE (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) Indicate by check mark whether registrant (l) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of l934 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 X No ____ ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares Outstanding as of Title of Each Class May 10, 1996 ------------------- ------------ Class A Common Stock, $.50 Par Value 3,826,406 Common Stock, $.50 Par Value 5,705,820 Part 1 - FINANCIAL INFORMATION Item 1 - Financial Statements AARON RENTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) March 31, December 31, 1996 1995 ----------- ------------- (in thousands) ASSETS: Cash $ 97 $ 98 Accounts Receivable 7,310 8,136 Rental Merchandise 182,740 176,751 Less: Accumulated Depreciation (55,099) (54,440) ----------- ------------ 127,641 122,311 Property, Plant and Equipment, Net 24,812 23,492 Prepaid Expenses and Other Assets 2,895 4,608 ----------- ------------ Total Assets $ 162,755 $ 158,645 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY: Accounts Payable and Accrued Expenses $ 19,037 $ 19,304 Dividends Payable 365 Deferred Income Taxes Payable 4,299 3,781 Customer Deposits and Advance Payments 7,014 6,622 Bank Debt 37,966 37,260 Other Debt 1,300 219 ----------- ------------ Total Liabilities 69,616 67,551 Shareholders' Equity: Common Stock, Class A, Par Value $.50 Per Share-Authorized 25,000,000 shares: 5,361,761 Shares Issued 2,681 2,681 Common Stock, Class B, Par Value $.50 Per Share-Authorized 25,000,000 shares: 6,636,761 Shares Issued 3,318 3,318 Additional Paid in Capital 15,401 15,370 Retained Earnings 90,525 86,365 ----------- ------------ 111,925 107,734 Less: Treasury Shares at Cost, Class A Common Stock, 1,535,355 Shares at March 31, 1996 and 1,427,588 Shares at December 31, 1995 (13,605) (11,451) Class B Common Stock, 930,941 Shares at March 31, 1996 and 932,031 Shares at December 31, 1995 (5,181) (5,189) ----------- ------------ Total Shareholders' Equity 93,139 91,094 ----------- ------------ Total Liabilities and Shareholders' Equity $ 162,755 $ 158,645 =========== ============ See Notes to Consolidated Financial Statements 2 AARON RENTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Three Months Ended ------------------ March 31 -------- 1996 1995 ---- ---- (in thousands, except per share amounts) REVENUES: Rentals and Fees $ 49,481 $ 45,213 Sales 14,507 13,780 Other 705 558 --------- --------- 64,693 59,551 --------- --------- COSTS AND EXPENSES: Cost of Sales 10,523 9,924 Operating Expenses 32,070 29,564 Depreciation of Rental Merchandise 14,592 13,796 Interest 717 848 --------- --------- 57,902 54,132 --------- --------- EARNINGS BEFORE TAXES 6,791 5,419 INCOME TAXES 2,632 2,081 --------- --------- NET EARNINGS $ 4,159 $ 3,338 ========= ========= EARNINGS PER SHARE $ .42 $ .34 ========= ========= WEIGHTED AVERAGE SHARES OUTSTANDING 9,922 9,932 ========= ========= See Notes to Consolidated Financial Statements 3 AARON RENTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended ------------------ March 31, --------- 1996 1995 ---- ---- OPERATING ACTIVITIES Net Earnings $ 4,159 $ 3,338 Depreciation and Amortization 16,272 15,448 Deferred Income Taxes 518 (13) Change in Accounts Payable and Accrued Expenses (267) 2,750 Change in Accounts Receivable 826 1,661 Other Changes, Net 2,105 (643) ---------- --------- Cash Provided by Operating Activities 23,613 22,541 ---------- --------- INVESTING ACTIVITIES Additions to Property, Plant and Equipment (3,230) (2,687) Book Value of Property Retired or Sold 251 692 Additions to Rental Equipment (31,242) (26,734) Book Value of Rental Equipment Sold 11,300 11,057 Contracts and Other Assets Acquired (328) ---------- --------- Cash (Used) by Investing Activities (22,921) (18,000) ---------- --------- FINANCING ACTIVITIES Proceeds from Revolving Credit Agreement 16,448 16,965 Repayments on Revolving Credit Agreement (15,742) (21,471) Increase of Other Debt 1,081 771 Dividends Paid (365) (362) Acquisition of Treasury Stock (2,220) (1,693) Issuance of Stock Under Stock Option Plan 105 1,252 ---------- --------- Cash (Used) by Financing Activities (693) (4,538) ---------- --------- (Decrease) Increase in Cash (1) 3 Cash at Beginning of Year 98 92 ---------- --------- Cash at End of Period $ 97 $ 95 ========== ========= See Notes to Consolidated Financial Statements 4 AARON RENTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Principles of Consolidation: - ---------------------------- The consolidated financial statements include the accounts of Aaron Rents, Inc. ("the Company") and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Interim Financial Statements: - ----------------------------- The Consolidated Balance Sheet as of March 31, 1996, and the Consolidated Statements of Earnings and Cash Flows for the three months ended March 31, 1996 and 1995, have been prepared without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations and cash flows at March 31, 1996 and for all periods presented have been made. During 1995, the Company changed its fiscal year end from March 31 to December 31. Interim financial statements for the comparable periods during 1995 of the fiscal year ending December 31, 1996 have been presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the nine months ended December 31, 1995. The results of operations for the period ended March 31, 1996, are not necessarily indicative of the operating results for the full year. Accounting Changes: - ------------------- Depreciation: - ------------- At December 31, 1995, approximately 20% of the Aaron's Rental Purchase Division's merchandise on rent was fully depreciated. On January 1, 1996, the Company prospectively changed its depreciation method on rental purchase merchandise acquired after December 31, 1995 from generally 14 months straight- line with a 5% salvage value to a method that depreciates the merchandise over the contract period, when on rent generally 12 months, and 36 months when not on rent to a 0% salvage value. This new method is similar to a method referred to as the income forecasting method in the rental purchase industry. The Company adopted the new method because management believes that it provides a more systematic and rational allocation of the cost of rental purchase merchandise over its useful life. The effect for the quarter ended March 31, 1996 of the change in the depreciation method on merchandise purchased after December 31, 1995 was to decrease net income by approximately $300,000 ($.03 per share). In addition, based on an analysis of the average composite life of the division's rental purchase merchandise on rent or on hand at December 31, 1995, the Company extended the depreciable lives of that merchandise from generally 14 months to 18 months, and made other refinements to depreciation rates on rental and rental purchase merchandise. The effect of such change in depreciable lives and other refinements was to increase net income for the quarter ended March 31, 1996 by approximately $400,000 ($.04 per share). It is not expected that such change in estimates will have a significant effect on net income for the year ending December 31, 1996. 5 PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: - --------------------- FIRST QUARTER ENDED MARCH 31, 1996, COMPARED TO THE QUARTER ENDED MARCH 31, 1995: Total revenues for the first quarter of fiscal year 1996 increased $5.1 million (8.6%) to $64.7 million compared to $59.6 million for the same period a year ago. This increase in revenues was primarily due to a $4.3 million (8.6%) increase in rentals and fees revenue. Of this increase in rental revenues, $3.7 million was attributable to Aaron's Rental Purchase stores, which increased 18.0% to $23.9 million compared to $20.2 million last year. Rental revenues from the Company's rent-to-rent operations increased $475,000 (1.9%) during the same period. Revenues from sales increased $727,000 (5.3%) to $14.5 million from $13.8 million for the same period last year. This increase was due to an increase in sales for the rental purchase division of $1.6 million offset by a $842,000 decrease for the rent-to-rent division due to the closure of two rent-to-rent clearance centers and a realignment of MacTavish Furniture away from outside sales to the supply of furniture internally. Other revenue increased $147,000 (29.7%) to $705,000 compared to $558,000 last year. This increase was entirely due to an increase of $164,000 in franchise and royalty fee income due to a net increase of 12 franchise stores as well as older franchise stores gaining in revenue. This income for the current quarter was $458,000 compared with $294,000 for the same period last year. Cost of sales increased $598,000 (6.0%) to $10.5 million compared to $9.9 million and as a percentage of sales increased to 72.5% from 72.0% primarily due to increases in product costs. Operating expenses increased $2.5 million (8.5%) to $32.1 million from $29.6 million. As a percentage of total revenues, operating expenses were essentially unchanged at 49.6% for both periods. Depreciation of rental merchandise increased $797,000 (5.8%) to $14.6 million and, as a percentage of total rentals and fees, decreased to 29.5% from 30.5%. This decrease is due to the change in depreciation method in the rental purchase division. Interest expense decreased $131,000 (-15.5%) to $717,000 compared to $848,000. As a percentage of total revenue, interest decreased to 1.1% from 1.4% due to a lower average bank debt balance and stability of interest rates during the quarter. Income tax expense increased $551,000 (26.5%) to $2.6 million compared to $2.1 million, and the Company's effective tax rate was 38.8% for the quarter versus 38.4% for the same period in 1995. As a result, net earnings increased $822,000 (24.6%) to $4.2 million in first quarter of fiscal year 1996 compared to $3.3 million for the same period in 1995. As a percentage of total revenues, net earnings increased to 6.4% in the current quarter as compared to 5.6% for the same period last year. The weighted average number of shares outstanding during the first quarter of fiscal year 1996 was 9,922,000 compared to 9,932,000 for the same period last year. 6 LIQUIDITY AND CAPITAL RESOURCES: - -------------------------------- During the first quarter of 1996 the Company paid a semi-annual dividend that was declared in December 1995 of .02 per share on Class A Common Stock and .05 per share on Class B Common Stock. On May 7, 1996, the Company declared a semi-annual dividend payable on July 8, 1996 of $.02 per share on both Common Stock and Class A Common Stock. Management believes its expected cash flow from operations, proceeds from the sale of rental return merchandise, bank borrowings, and vendor credit are adequate to supply short-term capital needs, and that it has the ability to obtain additional long-term capital if needed. 7 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Securities Holders The following is a description of the matters submitted to a vote at the May 7, 1996 Annual Shareholders meeting and the results of that vote. (1) The election of ten directors to constitute the Board of Directors until the next annual meeting and until their successors are elected and qualified: For: 3,143,209 Withheld: 185,003 (2) The approval of a proposal to amend the Company's articles of incorporation to change the designation of the Company's Class B Common Stock to "Common Stock"; For: 3,103,792 Against: 215,634 Abstain: 2,786 Broker non-votes: 6,000 (3) The approval of the Aaron Rents, Inc. 1996 Stock Option and Incentive Award Plan: For: 2,954,941 Against: 364,242 Abstain: 3,029 Broker non-votes: 6,000 Item 5. Other Information On May 7, 1996, the Company's Board of Directors declared a stock dividend as described in Exhibit 99. Item 6. Exhibits and Reports on Form 8-K: (a) The following exhibits are furnished herewith: Exhibit Number Description of Exhibit Page No. - ------ ---------------------- -------- 3 Amended and Restated Articles of Incorporation 11 Computation of Earnings Per Share 18 Letter Re Change in Accounting Principles 27 Financial Data Schedule 99 Press Release (b) No reports on Form 8-K were filed by the Registrant during the three months ended March 31, 1996 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of l934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AARON RENTS, INC. (Registrant) Date- May 14, 1996 /s/ GILBERT L. DANIELSON ------------- --------------------------- Gilbert L. Danielson Vice President, Finance Chief Financial Officer Date- May 14, 1996 /s/ ROBERT P. SINCLAIR, JR. ------------- --------------------------- Robert P. Sinclair, Jr. Controller 9