Upbound Group, Inc 10-K for FY2021

Upbound Group, Inc. (UPBD)

10-K 2022-02-28 For: 2021-12-31

Added on April 10, 2026

About this 10-K

Upbound Group, Inc filed this 10-K on February 28, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.58B; up 62.9% from $2.81B a year earlier
Net income: $134.94M; down 35.2% from net income of $208.12M a year earlier
Diluted EPS: $2.02; down 45.8% from $3.73 a year earlier

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Delaware						45-0491516
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)


Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, par value $0.01 per share	RCII	The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None


Aggregate market value of the 60,651,808 shares of Common Stock held by non-affiliates of the registrant at the closing sales price as reported on The Nasdaq Global Select Market, on June 30, 2021	$	3,218,791,451
Number of shares of Common Stock outstanding as of the close of business on February 21, 2022:	59,028,739


		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	32
Item 2.	Properties	32
Item 3.	Legal Proceedings	32
Item 4.	Mine Safety Disclosures	32

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
Item 6.	Reserved	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	93
Item 9A.	Controls and Procedures	93
Item 9B.	Other Information	93
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	93

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	93
Item 11.	Executive Compensation	93
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	93
Item 13.	Certain Relationships and Related Transactions, and Director Independence	93
Item 14.	Principal Accountant Fees and Services	94

	PART IV
Item 15.	Exhibits and Financial Statement Schedules	95
Item 16.	Form 10-K Summary	100

SIGNATURES		101


	2021	2020	2019
Rent-A-Center Business	1,846	1,845	1,973
Mexico	123	121	123
Franchising	466	462	372
Total locations(1)	2,435	2,428	2,468


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total number of shares purchased as part of publicly announced plans or programs	Maximum dollar value of shares that may yet be purchased under publicly announced plans or programs (in millions)
August 1, 2021 - August 31, 2021	160,408	$	59.14	160,408	$	240.5
September 1, 2021 - September 30, 2021	175,100	$	60.26	175,100	$	230.0
October 1, 2021 - October 31, 2021	979,700	$	55.08	979,700	$	176.0
November 1, 2021 - November 30, 2021	3,426,600	$	46.90	3,426,600	$	15.3
December 1, 2021 - December 31, 2021	3,157,000	$	49.22	3,157,000	$	360.0


	Year Ended December 31,				2021-2020 Change
(Dollar amounts in thousands)	2021		2020		$		%
Revenues
Store
Rentals and fees	$	3,522,453	$	2,263,091	$	1,259,362	55.6	%
Merchandise sales	829,222		378,717		450,505		119.0	%
Installment sales	73,585		68,500		5,085		7.4	%
Other	4,148		3,845		303		7.9	%
Total store revenues	4,429,408		2,714,153		1,715,255		63.2	%
Franchise
Merchandise sales	126,856		80,023		46,833		58.5	%
Royalty income and fees	27,187		20,015		7,172		35.8	%
Total revenues	4,583,451		2,814,191		1,769,260		62.9	%
Cost of revenues
Store
Cost of rentals and fees	1,260,434		655,612		604,822		92.3	%
Cost of merchandise sold	935,765		382,182		553,583		144.8	%
Cost of installment sales	25,637		24,111		1,526		6.3	%
Total cost of store revenues	2,221,836		1,061,905		1,159,931		109.2	%

Franchise cost of merchandise sold	126,603		80,134		46,469		58.0	%
Total cost of revenues	2,348,439		1,142,039		1,206,400		105.6	%
Gross profit	2,235,012		1,672,152		562,860		33.7	%
Operating expenses
Store expenses
Labor	644,763		579,125		65,638		11.3	%
Other store expenses	770,073		609,370		160,703		26.4	%
General and administrative expenses	194,894		153,108		41,786		27.3	%
Depreciation, amortization and write-down of intangibles	54,830		56,658		(1,828)		(3.2)	%

Other charges	289,913		36,555		253,358		693.1	%
Total operating expenses	1,954,473		1,434,816		519,657		36.2	%
Operating profit	280,539		237,336		43,203		18.2	%
Debt refinancing charges	15,582		—		15,582		100.0	%
Interest, net	70,653		14,557		56,096		385.4	%
Earnings before income taxes	194,304		222,779		(28,475)		(12.8)	%
Income tax expense	59,364		14,664		44,700		304.8	%
Net earnings	$	134,940	$	208,115	$	(73,175)	(35.2)	%


	Year Ended December 31,
(In thousands)	2021		2020		2019
Customer stolen merchandise(1)(2)	$	298,533	$	174,527	$	158,324
Other merchandise losses(3)	33,380		30,660		25,830
Total merchandise losses	$	331,913	$	205,187	$	184,154


	Year Ended December 31, 2021
	Rent-A-Center Business		Mexico		Franchising		Total
Locations at beginning of period(1)	1,845		121		462		2,428
New location openings	6		2		8		16

Conversions	1		—		(1)		—
Closed locations
Merged with existing locations	(6)		—		—		(6)
Sold or closed with no surviving location	—		—		(3)		(3)
Locations at end of period(1)	1,846		123		466		2,435
Acquired and remains open	1		—		—		1
Total approximate purchase price (in millions)	$	0.3	$	—	$	—	$	0.3


	Year Ended December 31, 2020
	Rent-A-Center Business		Mexico		Franchising		Total
Locations at beginning of period(1)	1,973		123		372		2,468


Conversions	(99)		—		99		—
Closed locations
Merged with existing locations	(28)		(2)		—		(30)
Sold or closed with no surviving location	(1)		—		(9)		(10)
Locations at end of period(1)	1,845		121		462		2,428
Acquired locations closed and accounts merged with existing locations	2		—		—		2
Total approximate purchase price (in millions)	$	0.7	$	—	$	—	$	0.7


	Year Ended December 31, 2019
	Rent-A-Center Business		Mexico		Franchising		Total
Locations at beginning of period(1)	2,158		122		281		2,561
New location openings	—		1		2		3

Conversions	(97)		—		97		—
Closed locations
Merged with existing locations	(84)		—		—		(84)
Sold or closed with no surviving location	(4)		—		(8)		(12)
Locations at end of period(1)	1,973		123		372		2,468
Acquired locations closed and accounts merged with existing locations	4		—		—		4
Total approximate purchase price (in millions)	$	0.5	$	—	$	—	$	0.5


			Page
Rent-A-Center, Inc. and Subsidiaries
Reports of Independent Registered Public Accounting Firm			52
Management's Annual Report on Internal Control over Financial Reporting			56
Consolidated Financial Statements
Consolidated Statements of Operations			57
Consolidated Statements of Comprehensive Income			58
Consolidated Balance Sheets			59
Consolidated Statements of Stockholders’ Equity			60
Consolidated Statements of Cash Flows			61
Notes to Consolidated Financial Statements			62


Description of the Matter			As described in Note A to the consolidated financial statements, the Company recorded liabilities totaling $82.6 million associated with its self-insured retentions for workers’ compensation, general liability and vehicle liability insurance (collectively, the self-insurance liabilities). The self-insurance liabilities are established by obtaining forecasts for the ultimate expected losses and estimating amounts needed to pay losses within the self-insured retentions. Auditing the Company's self-insurance liabilities is complex and required us to use our actuarial specialists due to the significant measurement uncertainty associated with the estimates, management’s application of judgment, and the use of various actuarial methods. The Company’s analyses of the self-insurance liabilities consider a variety of factors, including the actuarial loss forecasts, company-specific development factors, general industry loss development factors and third-party claim administrator loss estimates of individual claims. The self-insurance liabilities are sensitive to changes in these factors.


How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the self-insurance liabilities processes. For example, we tested controls over the factors mentioned above that management used in the calculations and the completeness and accuracy of the data underlying the ultimate expected losses. To evaluate the reserve for self-insurance liabilities, we performed audit procedures that included, among others, testing the completeness and accuracy of the underlying claims data provided to management's actuarial specialist. Additionally, we involved our actuarial specialists to assist in our evaluation of the key factors mentioned above and the methodologies applied by management's specialist to establish the actuarially determined ultimate expected losses and develop a range for ultimate expected loss estimates based on independently developed assumptions, which we compared to the Company's recorded reserves for self-insurance liabilities.


How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to determine the valuation of the merchandise loss reserve. This included testing controls over the Company’s review of the significant inputs underlying the reserve estimate, which include those mentioned above.
			To test the adequacy of the Company’s merchandise loss reserve, we performed substantive audit procedures that included, among others, testing the accuracy and completeness of the underlying data used in the reserve calculations and evaluating the Company’s methodology for estimating future losses. We evaluated significant assumptions, including those mentioned above, that were used in management’s calculation of the merchandise loss reserve. We also tested a sample of actual charge-offs to supporting documents to validate the number of days an account is delinquent before a write-off occurs for merchandise on rent. Among our other procedures, we performed sensitivity analyses over significant assumptions to evaluate the changes in the estimated merchandise loss reserve resulting from changes in the Company's significant assumptions.


(Mark One)


/s/ Ernst & Young LLP

We have served as the Company's auditor since 2019.

Dallas, Texas
February 25, 2022


	December 31,
(In thousands, except share and par value data)	2021		2020
ASSETS
Cash and cash equivalents	$	108,333	$	159,449
Receivables, net of allowance for doubtful accounts of $8,479 and $8,047 in 2021 and 2020, respectively	126,378		90,003
Prepaid expenses and other assets	63,468		50,006
Rental merchandise, net
On rent	1,173,024		762,886
Held for rent	132,984		146,266
Merchandise held for installment sale	6,405		5,439
Property assets, net of accumulated depreciation of $557,453 and $505,074 in 2021 and 2020, respectively	308,098		141,641
Operating lease right-of-use assets	291,338		283,422
Deferred tax asset	68,391		33,782
Goodwill	289,750		70,217
Other intangible assets, net	425,158		7,869
Total assets	$	2,993,327	$	1,750,980
LIABILITIES
Accounts payable — trade	$	135,666	$	186,063
Accrued liabilities	362,708		320,583
Operating lease liabilities	296,535		285,354
Deferred tax liability	113,943		176,410
Senior debt, net	1,135,207		190,490
Senior notes, net	435,992		—
Total liabilities	2,480,051		1,158,900

STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value; 250,000,000 shares authorized; 124,398,373 and 112,180,517 shares issued in 2021 and 2020, respectively	1,065		1,105
Additional paid-in capital	1,146,509		886,902
Retained earnings	1,143,647		1,091,010
Treasury stock at cost, 58,227,367 and 57,891,859 shares in 2021 and 2020, respectively	(1,765,574)		(1,375,541)
Accumulated other comprehensive loss	(12,371)		(11,396)
Total stockholders' equity	513,276		592,080
Total liabilities and stockholders' equity	$	2,993,327	$	1,750,980


	Year Ended December 31,
(In thousands)	2021		2020		2019
Cash flows from operating activities
Net earnings	$	134,940	$	208,115	$	173,546
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of rental merchandise	1,216,735		633,695		619,353
Bad debt expense	14,397		14,635		15,077
Stock-based compensation expense	147,554		12,284		6,958
Depreciation of property assets	67,091		55,597		60,592
Loss (gain) on sale or disposal of property assets	353		18,215		(23,537)

Amortization of intangibles	102,742		1,070		723
Amortization of financing fees	6,008		1,577		2,987
Write-off of debt financing fees	9,926		—		2,168
Deferred income taxes	48,315		(6,605)		55,257
Changes in operating assets and liabilities, net of effects of acquisitions
Rental merchandise	(1,273,734)		(736,444)		(651,487)
Receivables	(25,516)		(20,674)		(28,855)
Prepaid expenses and other assets	(12,766)		(3,963)		3,185
Operating lease right-of-use assets and lease liabilities	2,712		(1,543)		4,366
Accounts payable — trade	(66,419)		17,943		54,282
Accrued liabilities	19,960		42,600		(79,199)
Net cash provided by operating activities	392,298		236,502		215,416
Cash flows from investing activities
Purchase of property assets	(62,450)		(34,545)		(21,157)
Proceeds from sale of assets	4		14,477		69,717
Hurricane insurance recovery proceeds	—		158		1,113
Acquisitions of businesses	(1,273,528)		(700)		(28,915)
Net cash (used in) provided by investing activities	(1,335,974)		(20,610)		20,758
Cash flows from financing activities
Share repurchases	(390,112)		(26,572)		(1,292)
Exercise of stock options	12,054		10,280		6,799
Shares withheld for payment of employee tax withholdings	(20,903)		(5,270)		(1,733)

Debt issuance costs	(47,622)		—		(8,454)
Proceeds from debt	1,780,000		198,000		305,400
Repayments of debt	(369,063)		(240,000)		(608,640)
Dividends paid	(71,505)		(63,119)		(13,707)
Net cash provided by (used in) financing activities	892,849		(126,681)		(321,627)


Description of the Matter			As described in Note B, the Company completed the acquisition of Acima Holdings for consideration of $1.3 billion. This transaction was accounted for as a business combination. Auditing the Company’s accounting for its acquisition of Acima Holdings was complex due to the significant estimation uncertainty in determining the fair value of the identifiable intangible assets acquired. In particular, the fair value of estimates for identifiable intangible assets were sensitive to changes in assumptions, including discount rates, revenue growth rates, royalty rates and the projected cash flows. These assumptions relate to the future performance of the acquired business and are affected by such factors as expected future market or economic conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for business combinations. This included testing controls over the Company’s process to identify and measure acquired intangible assets as well as controls over management's review of the significant assumptions described above. To test the estimated fair value of the identifiable intangible assets acquired, our audit procedures included, among others, assessing the completeness of the identifiable intangible assets acquired, assessing the valuation methodologies and testing the significant assumptions described above and underlying data used by the Company. For example, we compared the significant assumptions used by management to the historical results of the acquired business as well as to current industry, market and economic trends, and other guideline companies within the same industry. We performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the identifiable intangible assets resulting from changes in the assumptions. In addition, we involved an internal valuation specialist to assist in evaluating the methodologies used and the significant assumptions applied in developing the fair value estimates. We have also evaluated the company's disclosures in relation to this matter.


	Year Ended December 31,
(In thousands, except per share data)	2021		2020		2019
Revenues
Store
Rentals and fees	$	3,522,453	$	2,263,091	$	2,224,402
Merchandise sales	829,222		378,717		304,630
Installment sales	73,585		68,500		70,434
Other	4,148		3,845		4,795
Total store revenues	4,429,408		2,714,153		2,604,261
Franchise
Merchandise sales	126,856		80,023		49,135
Royalty income and fees	27,187		20,015		16,456
Total revenues	4,583,451		2,814,191		2,669,852
Cost of revenues
Store
Cost of rentals and fees	1,260,434		655,612		634,878
Cost of merchandise sold	935,765		382,182		319,006
Cost of installment sales	25,637		24,111		23,383
Total cost of store revenues	2,221,836		1,061,905		977,267

Franchise cost of merchandise sold	126,603		80,134		48,514
Total cost of revenues	2,348,439		1,142,039		1,025,781
Gross profit	2,235,012		1,672,152		1,644,071
Operating expenses
Store expenses
Labor	644,763		579,125		630,096
Other store expenses	770,073		609,370		617,106
General and administrative expenses	194,894		153,108		142,634
Depreciation, amortization and write-down of intangibles	54,830		56,658		61,104

Other charges and (gains)	289,913		36,555		(60,728)
Total operating expenses	1,954,473		1,434,816		1,390,212
Operating profit	280,539		237,336		253,859
Debt refinancing charges	15,582		—		2,168
Interest expense	70,874		15,325		31,031
Interest income	(221)		(768)		(3,123)
Earnings before income taxes	194,304		222,779		223,783
Income tax expense	59,364		14,664		50,237
Net earnings	$	134,940	$	208,115	$	173,546
Basic earnings per common share	$	2.37	$	3.84	$	3.19
Diluted earnings per common share	$	2.02	$	3.73	$	3.10
Cash dividends declared per common share	$	1.27	$	1.18	$	0.54


	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive (Loss) Income		Total
(In thousands)	Shares	Amount
Balance at January 1, 2019	109,910	$	1,099	$	838,436	$	805,924	$	(1,347,677)	$	(11,265)	$	286,517
ASC 842 adoption	—	—		—		(1,976)		—		—		(1,976)
Net earnings	—	—		—		173,546		—		—		173,546
Other comprehensive income	—	—		—		—		—		595		595
Purchase of treasury stock	—	—		—		—		(1,292)		—		(1,292)
Exercise of stock options	550	5		6,794		—		—		—		6,799
Vesting of restricted share units	267	2		(2)		—		—		—		—
Tax effect of stock awards vested and options exercised	—	—		(1,734)		—		—		—		(1,734)
Stock-based compensation	—	—		6,958		—		—		—		6,958
Dividends declared	—	—		—		(29,619)		—		—		(29,619)
Merchants Preferred acquisition	439	4		19,165		—		—		—		19,169
Balance at December 31, 2019	111,166	$	1,110	$	869,617	$	947,875	$	(1,348,969)	$	(10,670)	$	458,963
ASC 326 adoption	—	—		—		(769)		—		—		(769)
Net earnings	—	—		—		208,115		—		—		208,115
Other comprehensive loss	—	—		—		—		—		(726)		(726)
Purchase of treasury stock	—	(14)		—		—		(26,572)		—		(26,586)
Exercise of stock options	494	5		10,275		—		—		—		10,280
Vesting of restricted share units	521	4		(4)		—		—		—		—
Tax effect of stock awards vested and options exercised	—	—		(5,270)		—		—		—		(5,270)
Stock-based compensation	—	—		12,284		—		—		—		12,284
Dividends Declared	—	—		—		(64,211)		—		—		(64,211)
Balance at December 31, 2020	112,181	$	1,105	$	886,902	$	1,091,010	$	(1,375,541)	$	(11,396)	$	592,080
Net earnings	—	—		—		134,940		—		—		134,940
Other comprehensive loss	—	—		—		—		—		(975)		(975)
Purchase of treasury stock	—	(79)		—		—		(390,033)		—		(390,112)
Exercise of stock options	477	4		12,050		—		—		—		12,054
Vesting of restricted share units	960	8		(8)		—		—		—		—
Tax effect of stock awards vested and options exercised	—	—		(20,903)		—		—		—		(20,903)
Stock-based compensation	—	—		147,554		—		—		—		147,554
Dividends Declared	—	—		—		(82,303)		—		—		(82,303)
Acima acquisition	10,780	27		120,914		—		—		—		120,941
Balance at December 31, 2021	124,398	$	1,065	$	1,146,509	$	1,143,647	$	(1,765,574)	$	(12,371)	$	513,276


(in thousands)	February 17, 2021
Aggregate cash consideration	$	1,273,263
Aggregate stock consideration, subject to lockup agreements	120,929
Total Purchase price	$	1,394,192
ASSETS ACQUIRED
Receivables, net(1)	$	25,255
Prepaid expenses and other assets	700
Rental merchandise
On rent	340,575
Property assets	171,455
Operating lease right-of-use assets	9,136
Deferred income taxes	28,559
Goodwill	219,530
Other intangible assets	520,000
Total assets acquired	$	1,315,210
LIABILITIES ASSUMED
Accounts payable - trade	16,023
Accrued liabilities	11,716
Operating lease liabilities	9,689
Deferred income taxes	(116,410)
Total liabilities assumed	(78,982)
Total equity value	$	1,394,192


Asset Class	Estimated Fair Value (in thousands)		Estimated Remaining Useful Life (in years)
Merchant relationships	$	380,000	10
Relationship with existing lessees	60,000		1
Trade name	40,000		7
Non-compete agreements	40,000		3


(in thousands)	February 17, 2021 - December 31, 2021		February 17, 2020 - December 31, 2020
	audited		(unaudited)
Total revenues	$	1,495,746	$	1,116,430
Net earnings(1)	119,183		196,088


(in thousands)	August 13, 2019
Receivables	$	1,813
Prepaid expenses and other assets	154
Rental merchandise	17,904
Software	4,300
Right of use operating leases	404
Other intangible assets	8,900
Goodwill	13,403
Lease liabilities	(487)
Net identifiable assets acquired	$	46,391


	Twelve Months Ended December 31, 2021
	Rent-A-Center Business		Acima		Mexico		Franchising		Consolidated
(In thousands)
Store
Rentals and fees	$	1,762,847	$	1,701,532	$	58,074	$	—	$	3,522,453
Merchandise sales	199,781		626,166		3,275		—		829,222
Installment sales	73,585		—		—		—		73,585
Other	1,636		391		54		2,067		4,148
Total store revenues	2,037,849		2,328,089		61,403		2,067		4,429,408
Franchise
Merchandise sales	—		—		—		126,856		126,856
Royalty income and fees	—		—		—		27,187		27,187
Total revenues	$	2,037,849	$	2,328,089	$	61,403	$	156,110	$	4,583,451


	Twelve Months Ended December 31, 2020
	Rent-A-Center Business		Acima		Mexico		Franchising		Consolidated
(In thousands)
Store
Rentals and fees	$	1,604,615	$	610,908	$	47,568	$	—	$	2,263,091
Merchandise sales	177,223		198,517		2,977		—		378,717
Installment sales	68,500		—		—		—		68,500
Other	2,303		726		38		778		3,845
Total store revenues	1,852,641		810,151		50,583		778		2,714,153
Franchise
Merchandise sales	—		—		—		80,023		80,023
Royalty income and fees	—		—		—		20,015		20,015
Total revenues	$	1,852,641	$	810,151	$	50,583	$	100,816	$	2,814,191


	Twelve Months Ended December 31, 2019
	Rent-A-Center Business		Acima		Mexico		Franchising		Consolidated
(In thousands)
Store
Rentals and fees	$	1,585,997	$	587,502	$	50,903	$	—	$	2,224,402
Merchandise sales	140,372		161,235		3,023		—		304,630
Installment sales	70,434		—		—		—		70,434
Other	3,683		523		34		555		4,795
Total store revenues	1,800,486		749,260		53,960		555		2,604,261
Franchise
Merchandise sales	—		—		—		49,135		49,135
Royalty income and fees	—		—		—		16,456		16,456
Total revenues	$	1,800,486	$	749,260	$	53,960	$	66,146	$	2,669,852


	Twelve Months Ended
(in thousands)	December 31, 2021		December 31, 2020		December 31, 2019
Operating lease cost included in other store expenses(1)(2)	$	129,217	$	140,186	$	148,314
Operating lease cost included in other charges(2)	302		1,236		9,222
Sublease receipts	(11,806)		(9,727)		(7,683)
Total operating lease charges	$	117,713	$	131,695	$	149,853


(In thousands)	Operating Leases
2022	$	106,505
2023	83,248
2024	64,693
2025	47,248
2026	23,077
Thereafter	17,266
Total undiscounted operating lease liabilities	342,037
Less: Interest	(45,502)
Total present value of operating lease liabilities	$	296,535


(In thousands)	Estimated Amortization Expense
2022	$	65,850
2023	57,938
2024	46,350
2025	44,604
2026	44,604
Thereafter	165,812
Total amortization expense	$	425,158


(in thousands)	Term Loan Facility		ABL Credit Facility		Total
2022	$	8,750	$	—	$	8,750
2023	8,750		—		8,750
2024	8,750		—		8,750
2025	8,750		—		8,750
2026	8,750		290,000		298,750
Thereafter	824,688		—		824,688
Total senior debt	$	868,438	$	290,000	$	1,158,438


(In thousands)	Accrued Charges at December 31, 2019		Charges & Adjustments		Payments & Adjustments		Accrued Charges at December 31, 2020		Charges & Adjustments		Payments & Adjustments		Accrued Charges at December 31, 2021
Cash:
Acima Holdings transaction costs	$	—	$	6,400	$	(1,395)	$	5,005	$	17,680	$	(22,685)	$	—
Acima Holdings integration costs	—		—		—		—		6,572		(6,572)		—
Labor reduction costs	738		1,334		(1,728)		344		3,751		(2,502)		1,593
Lease obligation costs(1)	—		(645)		645		—		—		—		—
Contract termination costs	—		—		—		—		—		—		—
Other cash charges(2)	—		1,889		(1,889)		—		658		(658)		—
Total cash charges	$	738	8,978		$	(4,367)	$	5,349	28,661		$	(32,417)	$	1,593
Non-cash:
Acima Holdings restricted stock agreements(3)			—						127,060
Depreciation and amortization of acquired assets(4)			—						114,959
Asset impairments(5)			2,749						1,572
Rental merchandise losses(6)			860						—

Other(7)			23,968						17,661
Total other charges			$	36,555					$	289,913


	Equity Awards Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (In thousands)
Balance outstanding at January 1, 2021	1,658,165	$	22.91
Granted	97,250	45.37
Exercised	(476,398)	25.30
Forfeited	(138,237)	31.45
Expired	(19,291)	29.19
Balance outstanding at December 31, 2021	1,121,489	$	22.68	6.70	$	29,691

Exercisable at December 31, 2021	525,801	$	19.65	5.34	$	15,384


	Restricted Awards Outstanding	Weighted Average Grant Date Fair Value
Balance outstanding at January 1, 2021	1,383,951	$	20.09
Granted(1)	8,599,682	53.03
Vested	(690,957)	24.12
Forfeited	(83,419)	45.11
Balance outstanding at December 31, 2021	9,209,257	$	50.33


	December 31, 2021
(in thousands)	Carrying Value		Fair Value		Difference
Senior notes	$	450,000	$	469,125	$	19,125


*			The information required by Items 10, 11, 12, 13 and 14 is or will be set forth in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Rent-A-Center, Inc., which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. This definitive proxy statement relates to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Form 10-K by Items 10, 11, 12, 13 and 14 are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.


Exhibit No.			Description

2.1			Agreement and Plan of Merger, dated as of December 20, 2020, by and among Rent-A-Center, Inc., Radalta, LLC, Acima Holdings, LLC and Aaron Allred, solely in his capacity as Member Representative (Incorporated herein by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K dated as of December 20, 2020.)

3.1			Certificate of Incorporation of Rent-A-Center, Inc., as amended (Incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K dated as of December 31, 2002.)

3.2			Certificate of Amendment to the Certificate of Incorporation of Rent-A-Center, Inc., dated May 19, 2004 (Incorporated herein by reference to Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.)

3.3			Certificate of Amendment to the Certificate of Incorporation of Rent-A-Center, Inc., dated June 8, 2021 (Incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K dated as of June 9, 2021.)

3.4			Amended and Restated Bylaws of Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K dated as of December 1, 2020.)

3.5			Certificate of Designations of Series D Preferred Stock of Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K dated as of March 29, 2017.)

4.1			Form of Certificate evidencing Common Stock (Incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 10-Q dated as of March 31, 2017.)

4.2			Indenture, dated as of February 17, 2021, by and between Radiant Funding SPV, LLC and Truist Bank (Incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K dated as of February 17, 2021.)

4.3			Description of Rent-A-Center, Inc.’s Common Stock (Incorporated herein by reference to Exhibit 4.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2020.)

10.1†			Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.)

10.2†			Form of Stock Option Agreement issuable to Directors pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.20 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2004.)

10.3†			Form of Stock Option Agreement issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.21 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2004.)

10.4†*			Summary of Director Compensation