AARON RENTS INC
10-Q, 1995-08-14
EQUIPMENT RENTAL & LEASING, NEC
Previous: NATIONAL AFFILIATED CORP, 10QSB, 1995-08-14
Next: UTAH MEDICAL PRODUCTS INC, 10-Q, 1995-08-14



<PAGE>
 

                                 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

       June 30, 1995                                      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                         August 12, 1995
-------------------                      ------------------------
Class A Common Stock, $.50 Par Value           4,018,263
Class B Common Stock, $.50 Par Value           5,703,730
<PAGE>
 
                        PART 1 - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS
                      AARON RENTS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE> 
<CAPTION> 

                                                              (unaudited)
                                                          June 30,    March 31,
                                                            1995         1995
                                                        -----------   -----------
                                                              (in thousands)
<S>                                                      <C>         <C> 
ASSETS:
Cash                                                     $         91  $        95
Accounts Receivable                                             8,600        8,391
Rental Merchandise                                            173,891      172,741
Less: Accumulated Depreciation                                (52,494)     (51,385)
                                                           ----------   ----------
                                                              121,397      121,356
Property, Plant and Equipment, Net                             24,051       24,181
Prepaid Expenses and Other Assets                               3,224        3,504
                                                           ----------   ----------

Total Assets                                             $    157,363  $   157,527
                                                         ============  ===========

LIABILITIES AND SHAREHOLDERS'  EQUITY:
Accounts Payable and Accrued Expenses                    $     18,872  $    19,062
Dividends Payable                                                 367
Current Income Taxes Payable                                    1,545
Deferred Income Taxes Payable                                   3,903        4,126
Customer Deposits and Advance Payments                          6,292        6,229
Bank Debt                                                      39,445       42,172
Other Debt                                                        658          987
                                                           ----------   ----------
                                                               71,082       72,576


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                                     15,314       15,314
Retained Earnings                                              80,165       77,216
                                                          -----------   ----------
                                                              101,478       98,529

Less Treasury Shares at Cost,
Class A Common Stock, 1,344,498 Shares
   at June 30, 1995 and 1,234,748
   Shares at March 31, 1995                                    (9,943)      (8,324)

Class B Common Stock, 944,031 Shares
   at June 30, 1995 and 944,031 Shares at
   March 31, 1995                                              (5,254)      (5,254)
                                                          -----------   ----------
                                                               86,281       84,951
                                                          -----------   ----------
Total Liabilities and
Shareholders' Equity                                     $   157,363  $    157,527
                                                         ===========  ============
</TABLE> 

See Notes to Consolidated Financial Statements
<PAGE>
 
                      AARON RENTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)

<TABLE> 
<CAPTION> 

                                           Three Months Ended
                                        -------------------------
                                                June 30,
                                        -------------------------
                                            1995          1994
                                        -----------   -----------
                                             (in thousands,
                                        except per share amounts)
<S>                                     <C>           <C> 
REVENUES:
  Rentals and Fees                          $45,690     $41,708
  Sales                                      12,858      13,459
  Other                                         587         428
                                            -------     -------  
                                             59,135      55,595
                                            -------     -------  

COSTS AND EXPENSES:
  Cost of Sales                               9,114       9,692
  Operating Expenses                         30,025      28,230
  Depreciation
    of Rental Merchandise                    13,899      12,720
  Interest                                      750         680
                                            -------     -------  
                                             53,788      51,322
                                            -------     -------  

EARNINGS BEFORE TAXES                         5,347       4,273

INCOME TAXES                                  2,032       1,666
                                            -------     -------  

NET EARNINGS                                $ 3,315     $ 2,607
                                            =======     =======  

EARNINGS PER SHARE                          $   .33     $   .27
                                            =======     =======  


WEIGHTED AVERAGE
  SHARES OUTSTANDING                         10,037       9,603
                                            =======     =======  
</TABLE> 
                                       3
<PAGE>
 
               AARON RENTS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)

<TABLE> 
<CAPTION> 

                                                                  Three Months Ended
                                                                        June 30,
                                                                   1995          1994
                                                               -----------    ----------
                                                                     (in thousands)
<S>                                                             <C>        <C> 
OPERATING ACTIVITIES:

Net Income                                                       $  3,315      $  2,607
Adjustments to reconcile net income
to net cash provided by operating activities:

Depreciation and amortization                                      15,356        13,889
Decrease in deferred taxes                                            (223)        (315)
Decrease in accounts payable
  and accrued expenses                                                (190)        (613)
Increase in accounts receivable                                       (209)        (472)
Other changes, net                                                   1,889          879
                                                                  --------      -------
     Cash provided by operations                                    19,938       15,975
                                                                  --------      -------

INVESTING ACTIVITIES:

Additions to property, plant and equipment                          (2,793)      (2,493)
Book value of property retired or sold                               1,467          149
Additions to rental merchandise                                    (23,760)     (31,569)
Book value of rental merchandise sold                               9,819         9,973
                                                                  --------      -------
     Cash used by investing activities                             (15,267)     (23,940)
                                                                  --------      -------

FINANCING ACTIVITIES:

Proceeds from Revolving Credit Agreement                           19,644        65,625
Repayments on Revolving Credit Agreement                          (22,371)      (71,489)
Decrease in other debt                                               (329)         (364)
Acquisition of treasury stock                                      (1,619)
Sale of common stock                                                             14,140
Issuance of stock under stock option plan                                            54
                                                                  --------      -------
     Cash (used) provided by financing activities                  (4,675)        7,966
                                                                  --------      -------

(DECREASE) INCREASE IN CASH                                            (4)            1

Cash at Beginning of Period                                             95           86
                                                                  --------      -------
Cash at End of Period                                             $     91      $    87
                                                                  ========      =======
</TABLE> 

See Notes to Consolidated Financial Statements
<PAGE>
 
                     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 Statement:
-------------------------------     

          The Consolidated Balance Sheet as of June 30, 1995, and the
Consolidated Statements of Earnings and Cash Flows for the three months ended
June 30, 1995 and 1994, 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 June 30, 1995 and for all periods
presented have been made.

          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 year ended March 31, 1995.  The
results of operations for the period ended June 30, 1995, are not necessarily
indicative of the operating results for the full year.


                                       5
<PAGE>
 
                       PART I - FINANCIAL INFORMATION
      ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:
-------------------------     

FIRST QUARTER OF FISCAL YEAR 1996 COMPARED TO FIRST QUARTER OF FISCAL YEAR
1995:

     Total revenues for the first quarter of fiscal year 1996 increased $3.5
million (6.4%) to $59.1 million from $55.6 million for the same period a year
ago.  This increase was due to a $4.0 million (9.5%) increase in rentals and
fees revenues.  Of this increase in rental revenues, $4.9 million was
attributable to Aaron's Rental Purchase stores in which rental revenues
increased 30% to $21.5 million in the first quarter of fiscal year 1996 compared
to $16.6 million for the same quarter a year ago.

     Revenues from sales declined $601,000 (4.5%) to $12.9 million from $13.5
million a year ago.  This decrease is due to a lower amount of sales of new
furniture in the current fiscal year.

     Other revenues in the first quarter increased $159,000 (37.1%) to $587,000
compared to $428,000 a year ago.  Included in other revenues is franchise and
royalty fee income from franchised operations.  Franchise and royalty fee income
for the current quarter was $345,000 compared to $168,000 for the same period a
year ago.

     Cost of sales decreased $578,000 million (6.0%) to $9.1 million compared to
$9.7 million for the first quarter last year, and as a percentage of sales
decreased to 70.9% from 72.0%.  The improvement in gross margins is primarily
due to improved margins on the sale of rental return furniture.

     Operating expenses increased $1.8 million (6.4%) to $30.0 million from
$28.2 million.  As a percentage of total revenues, operating expenses were 50.8%
in both years.

     Depreciation of rental merchandise increased $1.2 million (9.3%) to $13.9
million from $12.7 million last year, and as a percentage of total rentals and
fees was 30.4% in the current quarter compared to 30.5% for the same quarter a
year ago.

     Interest expense increased $70,000 (10.3%) to $750,000 in the first quarter
of fiscal year 1996 compared to $680,000 for the same quarter last year.  The
increase in interest expense was primarily due to increased borrowing rates in
the current quarter.

     Income tax expense increased $366,000 (22.0%) to $2.0 million compared to
$1.7 million a year ago, and the Company's effective tax rate was 38.0% for the
first quarter of the current year compared to 39.0% in the previous year's
quarter.  The decrease in the effective tax rate is due to lower amounts
provided for permanent differences.

     As a result, net earnings increased $708,000 (27.2%) to $3.3 million in the
first quarter of fiscal year 1996 compared to $2.6 million a year ago.  As a
percentage of total revenues, net earnings were 5.6% in the first quarter
compared to 4.7% a year ago.

     The weighted average number of shares outstanding during the first quarter
of fiscal year 1996 was 10,037,000 compared to 9,603,000 for the same period
last year.  The increase in the number of shares is due to the issuance of
1,275,000 shares of Class B Common Stock on May 2, 1994.

                                       6
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------



     On May 2, 1994, the Company issued through a public offering 1,275,000
shares of Class B Common Stock.  The net proceeds to the Company after deducting
underwriting discounts and offering expenses were $14.1 million.  The net
proceeds were used to reduce bank debt.

     During the first quarter of fiscal year 1996, the Company declared a semi-
annual dividend payable on July 6, 1995 of $.02 per share on Class A Common
Stock and $.05 per share on Class B 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
<PAGE>
 
                        PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K:


         (a)  The following exhibits are furnished herewith:

Exhibit
Number                 Description of Exhibit             
------                 ----------------------             

  10(b)           Letter agreements dated June 19, 1995, between
                  First Union National Bank of North Carolina and
                  the Company and June 20, 1995, between Trust
                  Company Bank and the Company regarding an
                  Interest Rate Swap Transaction

  11              Computation of Earnings Per Share

  27              Financial Data Schedule


        (b)  No reports on Form 8-K were filed by the Registrant during the
three months ended June 30, 1995.

                                     
<PAGE>
 
                                 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 -   August 11, 1995                 /s/ GILBERT L. DANIELSON
         ---------------                     --------------------
                                             Gilbert L. Danielson
                                             Vice President, Finance
                                             Chief Financial Officer



Date -   August 11 , 1995                /s/ ROBERT P. SINCLAIR, JR.
         ----------------                    -----------------------
                                             Robert P. Sinclair, Jr.
                                             Controller

                                       9

<PAGE>
 
                                          

[FIRST UNION LETTERHEAD]
                                                                   EXHIBIT 10(B)

                                      SWAP TRANSACTION

DATE:           June 19, 1995

TO:             Gilbert L. Danielson
                Aaron Rents Inc.
                1100 Aaron Building
                3001 N. Fulton Drive NE
                Atlanta, GA
                Phone: (404) 231-0011
                Fax: (404) 240-6584

FROM:           First Union National Bank of North Carolina

SUBJECT:        Interest Rate Swap

REF. NO.        10413/11295

--------------------------------------------------------------------------------

Dear Mr. Danielson:

        The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Aaron Rents Inc.
("Counterparty") and First Union National Bank of North Carolina ("First Union")
on the Trade Date specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the Master Agreement specified
below.

        1. The definitions and provisions contained in the 1991 ISDA Definitions
(as published by the International Swap and Derivatives Association, Inc.) (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.

        If you and we are parties to a Master Agreement that sets forth the
general terms and conditions applicable to Swap Transactions between us (a "Swap
Agreement"), this Confirmation supplements, forms a part of, and is subject to,
such Swap Agreement. If you and we are not yet parties to a Swap Agreement, this
Confirmation will supplement, form a part of, and be subject to, a Swap
Agreement upon its execution by you and us. All provisions contained or
incorporated by reference in such Swap Agreement shall govern this Confirmation
except as expressly modified below. In addition, if a Swap Agreement has not
been executed, this Confirmation will itself evidence a complete binding
agreement between you and us as to the terms and conditions of the Swap
Transaction to which this Confirmation relates.


<PAGE>
 
        Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in (or refrained from engaging in) substantial financial
transactions and has taken other material actions in reliance upon the parties' 
entry into the Swap Transaction to which this Confirmation relates on the terms 
and conditions set forth below.

        If on any Calculation Date (or if, for any Calculation period, as 
applicable), (a) the product of the Fixed Rate and the Fixed Rate Day Count 
Fraction exceeds the product of the Floating Rate (plus or minus the Spread, if 
applicable) and the Floating Rate Day Count Fraction, the Fixed Rate Payer shall
pay the Floating Rate Payer, on the relevant Payment Date, an amount equal to 
such excess multiplied by the Notional amount, (b) the product of the Floating 
Rate (plus or minus the spread if applicable) and the Floating Rate Day Count 
Fraction exceeds the product of the Fixed Rate and the Fixed Rate Day Count 
Fraction, the Floating Rate Payer shall pay the Fixed Rate Payer, on the 
relevant Payment Date, an amount equal to such excess multiplied by the Notional
Amount, or (c) the product of the Fixed Rate and the Fixed Rate Day Count 
Fraction is equal to the product of the Floating Rate (plus or minus the Spread,
if applicable) and the Fixed Rate Day Count Fraction, no amount shall be due by
either side on the relevant Payment Date. Each party's obligation to make 
payment of any amount which would otherwise by due hereunder on a Payment Date 
shall be automatically satisfied and discharged by payment of the net amount due
on such Payment Date, determined by the foregoing manner.

        This Confirmation will be governed by and construed in accordance with 
the laws of the State of New York, without reference to choice of law doctrine, 
provided that this provision will be superseded by any choice of law provisions 
contained in the Swap Agreement.


        2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
           
           Transaction Type:                    Interest Rate Swap

           Trade Date:                          June 16, 1995

           Effective Date:                      June 23, 1995

           Termination Date:                    June 23, 2005, subject to 
                                                adjustment in accordance with
                                                the Modified Following Business
                                                Day Convention

           Notional Amount:                     $10,000,000.00

           Fixed Amounts:                       

                Fixed Rate Payer:               Counterparty

                Fixed Rate Payer                Quarterly on the 23rd day of 
                Payment Dates:                  each June, September, December, 
                                                and March commencing September 
                                                23, 1995, through and including
                                                the Termination Date, subject 
                                                to the Modified Following 
                                                Business Day Convention.

                                            2
<PAGE>
 

                Fixed Rate:                     6.35%

                Fixed Rate Day                  ACT/360
                Count Fraction:

        Floating Amounts:

                Floating Rate Payer:            First Union

                Floating Rate Payer             Quarterly on the 23th day of 
                Payment Dates:                  each June, September, December, 
                                                and March commencing September
                                                23, 1995, through and including
                                                the Termination Date, subject 
                                                to the Modified Following 
                                                Business Day Convention.

                Floating Rate Option:           USD-LIBOR-BBA

                Designated Maturity:            3 Month

                Spread:                         None

                Floating Rate Day               ACT/360
                Count Fraction:

                Reset Dates:                    Quarterly on the 23th day of 
                                                each September, December, March,
                                                and June commencing June 23, 
                                                1995, through and including 
                                                March 23, 2005, subject to the 
                                                Modified Following Business Day 
                                                Convention.        

                Compounding:                    Inapplicable

        Calculation Agent:                      First Union

        Business Days:                          New York

        Payments to First Union:                First Union Charlotte
                                                Capital Markets
                                                Attention: Derivatives Desk
                                                Fed. ABA No. 053000219
                                                Ref. No.: 10413/11295

        First Union Settlements:                Brian Hall
                                                Derivatives Desk
                                                Ph. No.: 704-383-1185
                                                Fax No.: 704-383-9139


                                            3
                        
<PAGE>
 
        Payments to Counterparty:       Please forward instructions to FUNB-NC.
                                        No payments will be made prior to 
                                        receipt of Counterparty's payment 
                                        instructions.

        First Union Address:            One First Union Center
                                        301 South College Street TW-9
                                        Charlotte, NC 28288-0601


Please confirm that the foregoing correctly sets forth the terms of our 
agreement by executing a copy of this Confirmation enclosed for that purpose and
returning it to us.



                                Very truly yours,

                                FIRST UNION NATIONAL BANK
                                OF NORTH CAROLINA

                                By:  /s/ Joseph M. Nenichka
                                    ------------------------
                                Name:  Joseph M. Nenichka
                                Title: Vice President
                                Date:  
                                     -----------------

                                By:  /s/ David Kitchen
                                    ------------------------
                                Name:  David Kitchen
                                Title: Vice President
                                Date:  
                                     -----------------
       

Accepted and confirmed as of 
the date first above written:

AARON RENTS INC.

By: /s/ Gilbert L. Danielson  
    ---------------------------
Name:   Gilbert L. Danielson
      -------------------------  
Title:  Vice President, Finance 
      -------------------------
Date:   July 17, 1995
      -------------------------

   
                                       4
           
<PAGE>
 
                        [TRUST COMPANY BANK LETTERHEAD]


                                                        June 20, 1995

                CONFIRMATION OF INTEREST RATE SWAP TRANSACTION

Mr. Gilbert L. Danielson
Vice President - Finance
Aaron Rents, Inc.
309 East Paces Ferry Road, N.E.
Atlanta, GA 30305


Dear Mr. Danielson:

        The purpose of this letter agreement is to set forth the terms and 
conditions of the Rate Swap Transaction entered into between you and Trust 
Company Bank on the Trade Date specified below (the "Transaction" or "Rate Swap 
Transaction"). This letter agreement constitutes a "Confirmation" as referred to
in either the ISDA Master Agreement or the Interest Rate and Currency Exchange 
Agreement entered into by the parties hereto, prior to, or on the date hereof.

        The definitions and provisions contained in the 1991 ISDA Definitions
(the "Definitions") published by the International Swap Dealers Association,
Inc. ("ISDA") are incorporated by reference into this Confirmation. In the event
of any inconsistency between the Definitions and this Confirmation, this
Confirmation will govern.

1.      This Confirmation supplements, forms a part of, and is subject to 
either the ISDA Master Agreement or the Interest Rate and Currency Exchange
Agreement (a "SWAP Agreement"), as amended and supplemented from time to time,
between you and Trust Company Bank. All provisions contained or incorporated by
reference in the Swap Agreement shall govern this Confirmation except as
expressly modified below. In the event that you and Trust Company Bank have not
entered into s Swap Agreement, this Transaction is subject to the 1992 Master
Agreement. Prior to the execution and delivery of such Swap Agreement, this
Confirmation alone shall constitute a complete and binding agreement with
respect to the Transaction.

        Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in (or refrained from engaging in) substantial financial
transactions and has taken other material actions in reliance upon the parties' 
entry in the Rate Swap Transaction to which this Confirmation relates on the 
terms and conditions set forth below.

        This Confirmation will be governed by and construed in accordance with 
the laws of the State of Georgia applicable to contracts made and wholly 
performed within the State of Georgia.

2.      The terms of the particular Rate Swap Transaction to which this 
Confirmation relates are as follows:

          Type of Transaction:                  Rate Swap

          Notional Amount:                      US$10,000,000.00

          Trade Date:                           June 16, 1995

          Effective Date:                       June 23, 1995

          Termination Date:                     June 23, 2005 subject to 
                                                adjustment in accordance with 
                                                the Modified Following Business 
                                                Day Convention

<PAGE>
 
                                                                        PAGE 2

        Fixed Amounts:
        -------------

          Fixed Rate Payer:                     Aaron Rents, Inc.
          
          Fixed Rate Payer Payment Dates:       The 23rd day of each March, 
                                                June, September and December, 
                                                beginning September 23, 1995 
                                                and terminating on the 
                                                Termination Date, subject to
                                                adjustment in accordance with 
                                                the Modified Following Business
                                                Day Convention.

          Fixed Rate:                           6.3500% per annum

          Fixed Rate Day Count Fraction:        A/360

        Floating Amounts:
        ----------------

          Floating Rate Payer:                  Trust Company Bank
 
          Floating Rate Payer Payment Dates:    The 23rd day of each March, 
                                                June, September and December, 
                                                beginning September 23, 1995 
                                                and terminating on the 
                                                Termination Date, subject to 
                                                adjustment in accordance with 
                                                the Modified Following Business 
                                                Day Convention.

          Floating Rate Option:                 USD-LIBOR-BBA

          Floating Rate for initial
          Calculation Period:                   6.06250%

          Designated Maturity:                  Three months

          Spread:                               Inapplicable

          Compounding:                          Inapplicable

          Floating Rate Day Count Fraction:     Actual/360

          Reset Dates:                          The first day of each 
                                                Calculation Period

          Calculation Agent:                    Trust Company Bank

          Business Days:                        New York and London

<PAGE>
 
                                                                        PAGE 3

3.  Other Provisions:

        (i) "USD-LIBOR" means that the rate for a Reset Date will be the rate
        for deposits in Dollars for a period of the Designated Maturity which
        appears on the Telerate Page 3750 as of 11:00 a.m., London time, on two
        business days prior to the Reset Date. If such rate does not appear on
        the Telerate Page 3750, the rate for that Reset Date will be determined
        as if the parties had specified "LIBOR (Reference Banks)" as the
        applicable Floating Rate Option.

        (ii) "Telerate Page 3750" means the displays designated as "Page 3750"
        on the Telerate Service (or such other page as may replace Page 3750 on
        that service or such other service as may be nominated by the British
        Bankers' Association as the information vendor for the purpose of
        displaying British Banker's Association Interest Settlement Rate for
        Dollar deposits.)

4.  Account Details:

        Payments to Fixed Rate Payer:

                                [PLEASE ADVISE]

          Account No.:
          Depository:
          Address:
          Favor of:

        Payments to Floating Rate Payer:

          Trust Company Bank
          ABA# 061000104
          Bond Wire Clearing, Center 095
          Attn: Judy Keane-Dawes

5.  Offices

          (a) The Office of Fixed Rate Payer for the Rate Swap Transactions is 
              its Georgia office; and

          (b) The Office of Floating Rate Payer for the Rate Swap Transaction is
              its Georgia Office.

<PAGE>
 
                                                                PAGE 4

Please confirm that the foregoing correctly sets forth the terms of our 
agreement by executing this copy of this Confirmation and sending the same to 
us by overnight mail to SunTrust Capital Markets, 25 Park Place, 4th Floor, 
Atlanta, GA 30303 to the attention of Mark Brown or Mark Lutostansky.

By signing below, you also acknowledge and agree that we have explained to you 
the risks involved in this Rate Swap Transaction, which risks include but are 
not limited to the following:

 .       Marked Risk: the risk that the Rate Swap Transaction will decline in 
        value with a change in, among other things, interest rates or the yield
        curve; and

 .       Liquidity Risk: the risk that the Rate Swap Transaction cannot be closed
        out or disposed of quickly at or near its value.

You further acknowledge and agree that you understand these risks and the Rate 
Swap Transaction as a whole, that you are capable of managing the risks 
associated with this Rate Swap Transaction, that the risks involved in this Rate
Swap Transaction are consistent with your financial goals, policies and 
procedures, and risk tolerance, and that you have determined that this Rate Swap
Transaction is appropriate for you.

                                
                                        Very truly yours,

                                        TRUST COMPANY BANK

                                        By: /s/ Wadley Duckworth
                                            ---------------------------
                                        Name:   Wadley Duckworth
                                        Title:


                                        By: /s/ Martha A. Suggs
                                            ----------------------------
                                        Name:   Martha A. Suggs
                                        Title:  Assistant Vice President


Accepted and Confirmed as
of the Date First Written:

AARON RENTS, INC.


By: /s/ Gilbert L. Danielson
    ---------------------------
Name:   Gilbert L. Danielson
Title:  Vice President, Finance

By: 
    ----------------------------
Name:
Title:


<PAGE>
 
                                  EXHIBIT 11
                       COMPUTATION OF EARNINGS PER SHARE

<TABLE> 
<CAPTION> 

                                               Three Months Ended
                                       ------------------------------------- 
                                                     June 30
                                       ------------------------------------- 
                                              1995               1994
                                       -----------------  ------------------
                                       (in thousands, except per share data)

<S>                                    <C>                <C> 
Primary:
Net Income                                   $ 3,315            $ 2,607
                                             -------            -------
Weighted average number 
   common shares outstanding                   9,785              9,283

Add:
Dilutive effect of outstanding options,
   as determined by the application
   of the treasury stock method using
   the average market price of the Company's    
   common stock                                  252                320
                                             -------            -------
Weighted average number of common
   and common equivalent shares               10,037              9,603
                                             -------            -------
Primary earnings per share                   $   .33            $   .27
                                             -------            -------
Fully diluted:

Weighted average number of common
  and common equivalent shares                10,037              9,603

Add:
Additional dilutive effect of outstanding
  options, as determined by the application
  of the treasury stock method using the
  quarter end market price of the Company's
  common stock                                    12                  0
                                             -------            -------
Weighted average number of common
  shares fully diluted                        10,049              9,603
                                             -------            -------
Fully diluted earnings per share             $   .33*           $   .27*
                                             -------            -------
</TABLE> 

*Not presented in Financial Statements since dilutive effect is less than 3%.

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-START>                             APR-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                              91
<SECURITIES>                                         0
<RECEIVABLES>                                    8,600
<ALLOWANCES>                                         0<F1>
<INVENTORY>                                    121,397<F2>
<CURRENT-ASSETS>                                     0<F3>
<PP&E>                                          24,051
<DEPRECIATION>                                       0<F1><F3>
<TOTAL-ASSETS>                                 157,363
<CURRENT-LIABILITIES>                                0<F3>
<BONDS>                                              0
<COMMON>                                         5,999
                                0
                                          0
<OTHER-SE>                                      80,282
<TOTAL-LIABILITY-AND-EQUITY>                   157,363
<SALES>                                         12,858
<TOTAL-REVENUES>                                59,135
<CGS>                                            9,114
<TOTAL-COSTS>                                   53,038
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 750
<INCOME-PRETAX>                                  5,347
<INCOME-TAX>                                     2,032
<INCOME-CONTINUING>                              3,315
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,315
<EPS-PRIMARY>                                      .33
<EPS-DILUTED>                                      .33
<FN> 
<F1> The allowance for doubtful accounts is netted against total accounts 
     receivable in the Accounts Receivable balance.
<F2> Rental merchandise has been classified as inventory for purposes of this 
     schedule. Rental merchandise has been shown net of 52,494 accumulated 
     depreciation. 
<F3> The financial statements are presented with an unclassified balance sheet. 
<F4> PP&E has been shown net of accumulated depreciation.
</FN> 
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission