<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
September 30, 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 E. 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 November 11, 1996
------------------- -----------------
Class A Common Stock, $.50 Par Value 3,790,906
Common Stock, $.50 Par Value 15,264,046
<PAGE>
Part 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
AARON RENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(unaudited)
September 30, December 31,
1996 1995
---------------- --------------
(in thousands)
<S> <C> <C>
ASSETS:
Cash $ 99 $ 98
Accounts Receivable 9,901 8,136
Rental Merchandise 201,255 176,751
Less: Accumulated Depreciation (59,335) (54,440)
---------------- --------------
141,920 122,311
Property, Plant and Equipment, Net 31,670 23,492
Prepaid Expenses and Other Assets 3,633 4,608
---------------- --------------
Total Assets $ 187,223 $ 158,645
================ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts Payable and Accrued Expenses $ 22,243 $ 19,304
Dividends Payable 0 365
Deferred Income Taxes Payable 2,400 3,781
Customer Deposits and Advance Payments 6,979 6,622
Bank Debt 55,039 37,260
Other Debt 602 219
---------------- --------------
Total Liabilities 87,263 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, Par Value $.50 Per
Share-Authorized 25,000,000 shares:
16,170,987 Shares Issued at September 30,
1996 and 6,636,761 Shares Issued at
December 31, 1995 8,085 3,318
Additional Paid in Capital 15,413 15,370
Retained Earnings 93,076 86,365
---------------- --------------
119,255 107,734
Less: Treasury Shares at Cost,
Class A Common Stock, 1,571,855 Shares
at September 30, 1996 and 1,427,588
Shares at December 31, 1995 (14,125) (11,451)
Common Stock, 928,941 Shares
at September 30, 1996 and 932,441 Shares at
December 31, 1995 (5,170) (5,189)
---------------- --------------
Total Shareholders' Equity 99,960 91,094
---------------- --------------
Total Liabilities and
Shareholders' Equity $ 187,223 $ 158,645
================ ==============
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
AARON RENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
1996 1995 1996 1995
------------------ ------------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
REVENUES:
Rentals and Fees $ 54,230 $ 45,361 $155,687 $136,264
Sales 15,787 13,132 44,942 39,770
Other 1,207 519 2,898 1,664
-------- -------- -------- --------
71,224 59,012 203,527 177,698
-------- -------- -------- --------
COSTS AND EXPENSES:
Cost of Sales 12,016 9,440 33,247 28,478
Operating Expenses 35,377 29,664 101,259 89,252
Depreciation
of Rental Merchandise 16,728 13,926 47,256 41,622
Interest 905 830 2,401 2,428
-------- -------- -------- --------
65,026 53,860 184,163 161,780
-------- -------- -------- --------
EARNINGS BEFORE
TAXES 6,198 5,152 19,364 15,918
INCOME TAXES 2,411 1,947 7,504 6,060
-------- -------- -------- --------
NET EARNINGS $ 3,787 $ 3,205 $ 11,860 $ 9,858
======== ======== ======== ========
EARNINGS PER SHARE $ .19 $ .16 $ .59 $ .49
-------- -------- -------- --------
CASH DIVIDENDS DECLARED
PER SHARE
Class A Common Stock $ $ $ .02 $ .01
-------- -------- -------- --------
Common Stock $ $ $ .02 $ .025
-------- -------- -------- --------
WEIGHTED AVERAGE
SHARES OUTSTANDING 20,027 20,044 19,962 19,994
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
AARON RENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
September 30,
-------------
1996 1995
---- ----
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net Earnings $ 11,860 $ 9,858
Depreciation and Amortization 48,088 44,313
Deferred Taxes (1,381) (1,101)
Change in Accounts Payable and
Accrued Expenses 2,188 1,705
Change in Accounts Receivable (1,765) 1,482
Other Changes, Net 1,349 (384)
------------- ------------
Cash Provided by Operating Activities 60,339 55,873
------------- ------------
INVESTING ACTIVITIES
Additions to Property, Plant and Equipment (13,319) (6,660)
Book Value of Property Retired or Sold 874 2,815
Additions to Rental Equipment (98,597) (73,347)
Book Value of Rental Equipment Sold 37,645 32,577
Contracts and Other Assets Acquired (1,744) (328)
------------- ------------
Cash Used by Investing Activities (75,141) (44,943)
------------- ------------
FINANCING ACTIVITIES
Proceeds from Revolving Credit Agreement 63,669 55,067
Repayments on Revolving Credit Agreement (45,890) (63,370)
Increase of Other Debt 383 223
Dividends Paid (747) (729)
Acquisition of Treasury Stock (2,785) (3,487)
Issuance of Stock Under Stock Option Plan 173 1,370
------------- ------------
Cash provided (used) by financing activities 14,803 (10,926)
------------- ------------
INCREASE IN CASH 1 4
Cash at Beginning of Year 98 92
------------- ------------
Cash at Beginning of Period $ 99 $ 96
============= ============
</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 Statements:
-----------------------------
The Consolidated Balance Sheet as of September 30, 1996, and the Consolidated
Statements of Earnings and Cash Flows for the nine months ended September 30,
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 September 30, 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 September 30, 1996, are
not necessarily indicative of the operating results for the full year.
Accounting Changes in 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, generally 12 months when on rent 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 of the change in the
depreciation method on merchandise purchased after December 31, 1995 was to
decrease net income by approximately $235,000 ($.01 per share) and $1,005,000
($.05 per share) respectively for the quarter and nine months ended September
30, 1996. 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 decrease net income by
approximately $26,000 ($.00 per share) for the quarter and increase net income
$514,000 ($.03 per share) for the nine months ended September 30, 1996. It is
not expected that such change in estimates will have a significant effect on
net income for the year ending December 31, 1996.
Stock Dividend
--------------
In June 1996 the Company distributed a 100% stock dividend in Common Stock on
the Company's Class A Stock and Common Stock. Such stock dividend resulted in
the issuance of 9,534,226 shares of Common Stock. The stock dividend was
accounted for as an increase in Common Stock at par value and a reduction of
retained earnings.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations.
RESULTS OF OPERATIONS:
- ---------------------
Third quarter ended September 30, 1996, compared to September 30, 1995:
Total revenues for the third quarter of fiscal year 1996 increased $12.2 million
(20.7%) to $71.2 million compared to $59 million for the same period a year ago.
This increase in revenues was primarily due to a $8.9 million (19.6%) increase
in rentals and fees revenues and $2.7 million (20.2%) increase in sales. Of this
increase in rental revenues, $4.1 million was attributable to Aaron's Rental
Purchase stores, which increased 19.3% to $25.5 million compared to $21.4
million last year. Rental revenues from the Company's rent-to-rent operations
increased $4.8 million (19.9%) to $28.7 million compared to $24 million during
the same period last year. This significant increase in the rent-to-rent
division was due to Rentals for the 1996 Summer Olympic Games. The $2.7 million
increase in Sales was due to an increase in sales for the rental purchase
division of $1.3 million and an increase in sales of $1.3 million for the rent-
to-rent division.
Other revenue increased $688,000 (132.3%) to $1.2 million compared to $519,000
last year. Included in other revenues is an increase of $575,000 in franchise
and royalty fee income due to a net increase of 9 franchise stores as well as
older franchise stores gaining in revenue. This income for the current quarter
was $890,000 compared with $315,000 for the same period last year.
Cost of sales increased $2.6 million (27.3%) to $12 million compared to $9.4
million and as a percentage of sales, increased to 76.1% from 71.9% due to
increased lower margin sales of inventory to rental purchase franchisees, and
lower margins on the sale of new furniture.
Operating expenses increased $5.7 million (19.3%) to $35.4 million from $29.7
million. As a percentage of total revenues, operating expenses decreased to
49.7% from 50.3% for the same period a year ago.
Depreciation of rental merchandise increased $2.8 million (20.1%) to $16.7
million compared to $13.9 million and, as a percentage of total rentals and
fees, increased slightly to 30.8% versus 30.7% for the same period in 1995.
Interest expense increased $75,000 (9%) to $904,000 compared to $830,000. As a
percentage of total revenue, interest decreased to 1.3% from 1.4% due to the
stability of interest rates during the quarter.
Income tax expense increased $463,000 (23.8%) to $2.4 million compared to $1.9
million, and the Company's effective tax rate was 38.9% for the quarter versus
37.8% for the same period in 1995 due to higher state income taxes.
<PAGE>
As a result, net earnings increased $583,000 (18.2%) to $3.8 million in the
third quarter of fiscal year 1996 compared to $3.2 million for the same period
in 1995. As a percentage of total revenues, net earnings decreased slightly to
5.3% in the current quarter as compared to 5.4% for the same period last year.
The weighted average number of shares outstanding during the third quarter of
1996 was 20,027,000 compared to 20,044,000 for the same period last year. Prior
year weighted average shares outstanding have been restated to reflect the
June, 1996 100% stock dividend.
<PAGE>
Nine months ended September 30, 1996, compared to nine months ended September
30, 1995:
Total revenues for the first nine months of 1996 increased $25.8 million (14.5%)
to $203.5 million compared to $177.7 million for the same period a year ago.
This increase in revenues was primarily due to a $19.4 million (14.3%) increase
in rentals and fees revenues and $5.2 million (13%) increase in sales. Of this
increase in rental revenues, $11.9 million was attributable to Aaron's Rental
Purchase stores, which increased 18.9% to $75 million compared to $63.1 million
last year. Rental revenues from the Company's rent-to-rent operations increased
$7.4 million (10.1%) to $80.7 million compared to $73.3 million for the same
period last year. This significant increase in the rent-to-rent division was due
to Rentals for the 1996 Summer Olympic Games. The $5.2 million increase in
sales was due to an increase in sales for the rental purchase division of $4.4
million and an increase in sales of $738,000 for the rent-to-rent division.
Other revenue increased $1.2 million (74.1%) to $2.9 million compared to $1.7
million last year. Included in other revenues is an increase of $1.1 million in
franchise and royalty fee income due to a net increase of 18 franchise stores as
well as older franchise stores gaining in revenue. This income for the nine
month period was $2.0 million compared with $953,000 for the same period last
year.
Cost of sales increased $4.8 million (16.7%) to $33.2 million compared to $28.5
million and as a percentage of sales, increased to 74% from 71.6% primarily due
to increased sales of lower margin inventory to rental purchase franchisees.
Operating expenses increased $12 million (13.5%) to $101.3 million from $89.3
million. As a percentage of total revenues, operating expenses decreased to
49.8% from 50.2% for the same period a year ago.
Depreciation of rental merchandise increased $5.6 million (13.5%) to $47.3
million compared to $41.6 million and, as a percentage of total rentals and
fees, decreased slightly to 30.4% from 30.5% for the same period last year.
Interest expense decreased $27,000 (-1.1%) to $2.4 million. As a percentage of
total revenue, interest decreased to 1.2% from 1.4% due to the stability of
interest rates during the nine months
Income tax expense increased $1.4 million (23.8%) to $7.5 million compared to
$6.1 million, and the Company's effective tax rate was 38.8% for the current
nine month period versus 38.1% for the same period in 1995.
<PAGE>
As a result, net earnings increased $2 million (20.3%) to $11.9 million in first
nine months of 1996 compared to $9.9 million for the same period in 1995. As a
percentage of total revenues, net earnings increased to 5.8% in the first nine
months as compared to 5.5% for the same period last year.
The weighted average number of shares outstanding during the first nine months
of 1996 was 19,962,000 compared to 19,994,000 for the same period last year.
Prior year weighted average shares outstanding have been restated to reflect the
June, 1996 100% stock dividend.
<PAGE>
Liquidity and Capital Resources:
- --------------------------------
On May 7, 1996, Aaron Rents Class B Common stock was renamed Common Stock with
the NASDAQ trading symbol changing from ARONB to ARON. On the same date, a 100%
stock dividend was declared on both the Class A Common Stock (ARONA) as well as
the newly renamed Common Stock. The stockholders of record at the close of
business day May 20, 1996, received one share of Common Stock for each share of
Common Stock and Class A Common Stock held. The aforementioned stock dividend
was distributed on June 3, 1996.
During the third quarter of 1996, the Company paid a semi-annual dividend that
was declared in May 1996 of $.02 per share on both Common Stock and Class A
Common Stock respectively.
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 (now renamed 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.
<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 - November 12, 1996
------------------- /S/ Gilbert L. Danielson
--------------------------
Gilbert L. Danielson
Vice President, Finance
Chief Financial Officer
Date - November 12, 1996
------------------- /S/ Robert P. Sinclair Jr.
--------------------------
Robert P. Sinclair, Jr.
Controller
<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 Page No.
------ ---------------------- --------
10 Third Amendment to Second Amended and Restated
Revolving Credit and Term Loan Agreement
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 September 30, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AARON RENTS, INC.
(Registrant)
Date - November 14, 1996
----------------- /s/ Gilbert L. Danielson
----------------------------
Gilbert L. Danielson
Vice President, Finance
Chief Financial Officer
Date - November 14, 1996
----------------- /s/ Robert P. Sinclair, Jr.
-----------------------------
Robert P. Sinclair, Jr.
Controller
<PAGE>
EXHIBIT 10
THIRD AMENDMENT TO SECOND AMENDED
AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS THIRD AMENDMENT (the "Third Amendment") TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT, made as of this 30th day of September,
1996, among AARON RENTS, INC., a Georgia corporation (the "Company"), SUNTRUST
BANK, ATLANTA (formerly known as Trust Company Bank), a Georgia banking
corporation, FIRST UNION NATIONAL BANK OF GEORGIA, a national banking
association, NBD BANK, a Michigan banking corporation, SOUTHTRUST BANK OF
GEORGIA, N.A., a national banking association (collectively, the "Banks") and
SUNTRUST BANK, ATLANTA, as Agent for the Banks (the "Agent").
W I T N E S S E T H :
WHEREAS, the Company, the Banks and the Agent are parties to that certain
Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of
January 6, 1995, as heretofore amended (the "Loan Agreement"); and
WHEREAS, the Company has requested that certain terms of the Loan Agreement
be amended and the Agent and the Banks have agreed to the requested amendments
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree that
all capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Loan Agreement and further agree as follows:
1.
Section 1.01 of the Loan Agreement is hereby amended by replacing the
definitions of "Advance", "Closing Date", "Facility" or "Facilities", "Loans",
"Notes", "Overnight Rate", "Overnight Rate Advance" and "Revolving Credit
Commitment" with the following:
"Advance" shall mean any principal amount advanced and remaining
-------
outstanding at any time as Revolving Credit Loans or Term Loans, which
<PAGE>
Advance shall be made or outstanding as a Base Rate Advance, Overnight Rate
Advance, CD Rate Advance or Eurodollar Advance, as the case may be.
"Closing Date" shall mean the date on or before January 6, 1995, on
------------
which the initial Loans are made and the conditions set forth in Section
6.01 are satisfied or waived in accordance with Section 12.02.
"Facility" or "Facilities" shall mean the Revolving Credit
-------- ----------
Commitments, including without limitation, the Swingline SubFacility, or
the Term Loans, as the context may indicate.
"Loans" shall mean, collectively, the Revolving Credit Loans,
-----
including without limitation, the Swingline Loans, and the Term Loans.
"Notes" shall mean, collectively, the Revolving Credit Notes and the
-----
Term Notes.
"Overnight Rate" shall mean (with any change in the Overnight Rate to
--------------
be effective as of the date of change), with respect to the Swingline
Loans, the Federal Funds Rate, as in effect from time to time, plus three-
----
quarters of one percent (0.75%) per annum.
"Overnight Rate Advance" shall mean an Advance made or outstanding as
----------------------
a Swingline Loan bearing interest based on the Overnight Rate.
"Revolving Credit Commitment" shall mean, at any time for any Bank,
---------------------------
the amount set forth opposite such Bank's name on the signature pages of
that certain Third Amendment to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of September 30, 1996, among the
Company, the Banks and SunTrust Bank, Atlanta, formerly known as Trust
Company Bank, as Agent for the Banks, as its "Revolving Credit Commitment",
as the same may be increased or decreased from time to time as a result of
any reduction thereof pursuant to Sections 2.03, any assignment thereof
pursuant to Section 12.06 or any amendment thereof pursuant to Section
12.02.
2.
Section 1.01 of the Loan Agreement is further amended by deleting the
definitions of "Cash Management Lender", "Cash Management Line of Credit
Commitment", Cash
<PAGE>
Management Line of Credit Note", "Cash Management Loans", "Cash Management Loan
Termination Date" and "Notice of Cash Management Borrowing" contained therein
and by adding the following new definitions in proper alphabetical order:
"Availability" shall mean, with respect to any Facility at any time,
------------
the amount by which the committed amount of such Facility exceeds the
aggregate outstanding principal balance of all Loans made under such
Facility.
"Cash Management Agreement" shall mean, collectively, all account
-------------------------
instructions agreements, controlled disbursement agreements and other
agreements between the Swingline Lender and the Company that govern the
collection of checks, drafts and other funds of the Company and its
Subsidiaries into a deposit account maintained with the Swingline Lender
and the disbursement of proceeds from the Swingline SubFacility into a
disbursement account with the Swingline Lender, as such agreements are from
time to time amended, restated, supplemented or otherwise modified.
"Controlled Disbursement Account" shall mean the controlled
-------------------------------
disbursement account maintained by the Company with the Swingline Lender,
governed by the Cash Management Agreement.
"Master Account" shall mean the deposit account maintained by the
--------------
Company with the Swingline Lender into which checks, drafts and other funds
of the Company and its Subsidiaries are deposited or collected, governed by
the Cash Management Agreement.
"Swingline Lender" shall mean SunTrust Bank, Atlanta and its
----------------
successors and assigns.
"Swingline Loans" shall mean the loans made to the Company from time
---------------
to time by the Swingline Lender under the Swingline SubFacility pursuant to
Section 2.05.
"Swingline SubFacility" shall have the meaning set forth in Section
---------------------
2.05 hereof.
"Synthetic Lease Documents" shall mean, collectively, the Master
-------------------------
Agreement, dated as of September 30, 1996, among the Company, SunTrust
-3-
<PAGE>
Banks, Inc., as lessor (the "Lessor"), SunTrust Bank, Atlanta and
SouthTrust Bank of Georgia, N.A., as lenders, and SunTrust Bank, Atlanta,
as agent, the Lease Agreement, dated as of September 30, 1996, between the
Lessor and the Company and any supplements thereto, the Construction Agency
Agreement, dated as of September 30, 1996, among the Lessor and the
Company, the Guaranty, dated as of September 30, 1996, executed by the
Company in favor of the Funding Parties (as defined therein), and any and
all Security Agreements and Assignments (Construction Contract, Architect's
Agreement, Permits, Licenses and Governmental Approvals, and Plans and
Specifications and Drawings) executed from time to time by the Company in
favor of the Lessor, and any modifications of or replacements for any or
all of the foregoing.
3.
Article II of the Loan Agreement is hereby amended by adding the following
as a new Section 2.05:
SECTION 2.05. Swingline SubFacility. (a) Notwithstanding
---------------------
anything contained herein to the contrary, the Swingline Lender hereby
establishes a subfacility within its Revolving Credit Commitment in the
aggregate principal amount of the lesser of (i) $6,000,000 and (ii)
Availability under the Swingline Lender's Revolving Credit Commitment from
time to time (the "Swingline SubFacility"), under which all Borrowings made
through the Controlled Disbursement Account shall be made. Sections 6.01
and 6.02 shall apply equally to Borrowings made through the Swingline
SubFacility as Borrowings otherwise requested or made through the Revolving
Credit Commitments. The aggregate amount of all Borrowings under the
Swingline SubFacility shall not at any time exceed the lesser of (i)
$6,000,000 and (ii) Availability under the Swingline Lender's Revolving
Credit Commitment at such time, and to the extent any Borrowing under the
Swingline SubFacility would cause such a result after giving effect
thereto, the Company shall be required to request such Borrowing pursuant
to Section 5.01(a)(i) hereof.
(b) Each Borrowing under the Swingline SubFacility shall deemed to be
made under the Swingline Lender's Revolving Credit Commitment to the extent
of any Availability thereunder on the date such Borrowing is made.
-4-
<PAGE>
(c) The Company shall have the right to prepay Borrowings made under
the Swingline SubFacility, in whole at any time or in part from time to
time, without premium or penalty in accordance with Section 5.06 hereof.
The Company irrevocably authorizes the Swingline Lender, at the sole
discretion of the Swingline Lender, from time to time and at any time if
either (i) a Default or Event of Default then exists or (ii) Availability
under the Swingline Lender's Revolving Credit Commitment is less than or
equal to $6,000,000, to request a Borrowing under the Revolving Credit
Commitments (to the extent of Availability thereunder) in the name of the
Company in an amount sufficient to prepay in whole or in part the
outstanding principal amount of Borrowings made under the Swingline
SubFacility, and the Banks hereby agree to fund such Borrowing as if it
were requested pursuant to Section 5.01(a)(i) hereof.
4.
Article IV of the Loan Agreement is hereby amended by replacing said
Article in its entirety with "Reserved".
5.
Section 5.01 of the Loan Agreement is hereby amended by replacing
subsections (a)(ii), (c) and (d) thereof with the following:
(a) (ii) In addition, Borrowings under the Swingline SubFacility may
be made by the Company through the Controlled Disbursement Account, and the
Company shall be deemed to have given the Swingline Lender a Notice of
Borrowing on each Business Day for which any funds in the Controlled
Disbursement Account are insufficient to cover the checks, drafts and other
items presented against the Controlled Disbursement Account, measured no
later than 11:00 a.m. (Atlanta, Georgia time) on such Business Day, in
which case (i) the amount of the Borrowing shall be the amount required in
addition to any funds already in the Controlled Disbursement Account to
cover in full such checks, drafts and other items presented against the
Controlled Disbursement Account (subject to the limitations set forth in
Section 2.05) and (ii) the Borrowing shall be made on such Business Day.
-5-
<PAGE>
(c) Without in any way limiting the Company's obligation to confirm
in writing any telephonic notice, the Agent and the Swingline Lender may
act without liability upon the basis of telephonic notice believed by the
Agent or the Swingline Lender (as the case may be) in good faith to be from
the Company prior to receipt of written confirmation. In each such case,
the Company hereby waives the right to dispute the records of the Agent or
the Swingline Lender (as the case may be) of the terms of such telephonic
notice.
(d) The Agent shall promptly give each Bank notice by telephone
(confirmed in writing) or by telex, telecopy or facsimile transmission of
the matters covered by the notices given to the Agent pursuant to Section
5.01(a)(i).
6.
Section 5.02 of the Loan Agreement is hereby amended by replacing
subsections (a), (b) and (d) thereof with the following:
(a) No later than 12:00 noon (Atlanta, Georgia time) on the date of
each Borrowing under the Revolving Credit Commitments made pursuant to
Section 2.05(c) or Section 5.01(a)(i) above, each Bank will make available
its Pro Rata Share of the amount of such Borrowing in immediately available
funds at the Payment Office of the Agent. The Agent will make available to
the Company the aggregate of the amounts (if any) so made available by the
Banks to the Agent in a timely manner by crediting such amounts to the
Company's demand deposit account maintained with the Agent or, at the
Company's option, to effect a wire transfer of such amounts to the
Company's account specified to the Agent, by the close of business on such
Business Day. In the event that the Banks do not make such amounts
available to the Agent by the time prescribed above, but such amount is
received later that day, such amount may be credited to the Company in the
manner described in the preceding sentence on the next Business Day (with
interest on such amount to begin accruing hereunder on such next Business
Day).
(b) No later than 12:00 noon (Atlanta, Georgia time) on the date of
each Borrowing under the Swingline SubFacility made pursuant to Section
5.01(a)(ii) above, the Swingline Bank will make available the
-6-
<PAGE>
amount of such Borrowing in immediately available funds to the Company by
crediting the amount of such Borrowing to the Controlled Disbursement
Account (subject to the limitations set forth in Section 2.05).
(d) All Borrowings under the Revolving Credit Commitments made
pursuant to Section 5.01(a)(i) above shall be loaned by the Banks on the
basis of their Pro Rata Share of the Revolving Credit Commitments. All
Borrowings under the Revolving Credit Commitments made pursuant to Section
5.01(a)(ii) above shall be loaned by the Swingline Lender alone.
7.
Section 5.03 of the Loan Agreement is hereby amended by replacing the first
paragraph of subsection (a) thereof with the following:
(a) The Company agrees to pay interest in respect of all unpaid
principal amounts of the Revolving Credit Loans (other than the Swingline
Loans) and the Term Loans from the respective dates such principal amounts
were advanced to maturity (whether by acceleration, notice of prepayment or
otherwise) at rates per annum equal to the applicable rates indicated
below:
8.
Section 5.03 of the Loan Agreement is hereby further amended by replacing
subsection (b) thereof with the following:
(b) The Company agrees to pay interest in respect of all unpaid
principal amounts of the Swingline Loans made to the Company from the
respective dates such principal amounts were advanced to maturity (whether
by acceleration, notice of prepayment or otherwise) at the Overnight Rate
for each such Swingline Loan.
9.
Section 5.06 of the Loan Agreement is hereby amended by replacing said
Section in its entirety with the following:
Section 5.06. Voluntary Prepayments of Borrowings.
-----------------------------------
-7-
<PAGE>
(a) (i) The Company may, at its option, prepay Borrowings under the
Revolving Credit Commitment or the Term Loans at any time in whole, or from
time to time in part in an aggregate amount of at least $1,000,000 and
multiples of $100,000 thereof, by paying the principal amount to be
prepaid, together with interest accrued and unpaid thereon to the date of
prepayment, and, in the case of the prepayment of Borrowings consisting of
Fixed Rate Advances, all compensation payments pursuant to Section 5.12 if
such prepayment is made on a date other than the last day of an Interest
Period applicable thereto; provided, however, that the Company may, at its
-------- -------
option, prepay Borrowings under the Swingline SubFacility at any time in
whole or in part, by paying the principal amount to be prepaid, together
with interest accrued and unpaid thereon to the date of prepayment. Each
such optional prepayment shall be applied in accordance with Section
5.06(c) below.
(ii) The Company may prepay Borrowings under the Swingline SubFacility
with the proceeds of Borrowings made under the Revolving Credit Commitments
pursuant to Section 5.01(a)(i) hereof to the extent the Company is
permitted to make Borrowings under the Revolving Credit Commitments under
the terms of this Agreement. Borrowings under the Swingline SubFacility
shall automatically be prepaid each Business Day with (and to the extent
of) all immediately available funds deposited into the Controlled Deposit
Account the prior Business Day.
(b) (i) The Company shall give written notice (or telephonic notice
confirmed in writing) to the Agent of any intended prepayment of the
Revolving Credit Loans (other than the Swingline Loans) or the Term Loans
not less than five days prior to any voluntary prepayment. Such notice
shall specify whether Revolving Credit Loans or Term Loans are to be
prepaid and, once given, such notice shall be irrevocable. Upon receipt of
such notice of prepayment, the Agent shall promptly notify each Bank of the
contents of such notice and of such Bank's share of such prepayment.
(ii) The Company shall give written notice (or telephonic notice
promptly confirmed in writing) to the Swingline Lender of any intended
prepayment of the Swingline Loans to be made by a Borrowing under Revolving
Credit Commitments pursuant to Section 5.01(a)(i) above (other than
automatic prepayments made with funds from the Controlled
-8-
<PAGE>
Disbursement Account) on or prior to the date of such voluntary prepayment.
(c) The Company, when providing notice of prepayment pursuant to
Section 5.06(b)(i), may designate the Types of Advances and the specific
Borrowing or Borrowings which are to be prepaid, provided that (i) if any
--------
prepayment of Fixed Rate Advances made pursuant to a single Borrowing of
Revolving Credit Loans or Term Loans shall reduce the outstanding Advances
made pursuant to such Borrowing to an amount less than $1,000,000, such
Borrowing shall immediately be converted into Base Rate Advances; and (ii)
each prepayment made pursuant to a single Borrowing of Revolving Credit
Loans or Term Loans shall be applied pro rata among such Revolving Credit
Loans and Term Loans comprising such Borrowing. In the absence of a
designation by the Company of the Types of Advances and the specific
Borrowing or Borrowings to be prepaid, the Agent shall, subject to the
foregoing, make such designation in its sole discretion.
(d) All voluntary prepayments of Revolving Credit Loans (including
Swingline Loans) or Term Loans shall be applied to the payment of any
unpaid interest thereon before application to principal and, in the case of
the Term Loans, shall be applied against scheduled amortization payments in
the inverse order of maturity.
10.
Section 5.07 of the Loan Agreement is hereby amended by replacing
subsection (a) (ii) thereof with the following:
(ii) Except as otherwise specifically provided herein, all payments
under this Agreement with respect to Swingline Loans shall be made without
defense, set-off or counterclaim to the Swingline Lender not later than
11:00 a.m. (Atlanta, Georgia time) on the date when due and shall be made
in Dollars in immediately available funds at its Payment Office.
11.
Section 6.02 of the Loan Agreement is hereby amended by deleting the
following paragraph of said Section in its entirety:
-9-
<PAGE>
Without limiting the foregoing, the Company shall have no right to
make a Borrowing under the Revolving Credit Commitment to repay a Cash
Management Loan if a Default or Event of Default exists.
12.
Schedule 7.16 to the Loan Agreement is hereby deleted and replaced in its
entirety with the new schedule 7.16 which is attached to this Third Amendment.
13.
Article VIII and Article IX of the Loan Agreement are each hereby amended
by replacing the first paragraph of each of such Articles with the following:
The Company covenants and agrees so long as any of the Revolving
Credit Commitments of any Bank, including without limitation the Swingline
SubFacility of the Swingline Lender, shall remain available, or any
Revolving Credit Loans, Term Loans or Swingline Loans are outstanding, and
until the full and final payment of all indebtedness incurred hereunder and
unless otherwise consented to in writing by the Required Banks:
14.
Section 9.01 of the Loan Agreement is hereby amended by adding the
following new paragraph (j) at the end thereof (and by deleting the period which
appears at the end of paragraph (i) thereof and by substituting ", and" in lieu
thereof):
(j) Liens granted under the Synthetic Lease Documents in the real or
personal property financed thereunder and in certain related rights of the
Company to secure the Company's indebtedness and liabilities under the
Synthetic Lease Documents to the extent permitted under Section 9.03(k)
hereof.
15.
Section 9.03 of the Loan Agreement is hereby amended by replacing
subsection (i) thereof with the following:
-10-
<PAGE>
(i) guarantee the indebtedness of obligations of certain franchise
operators, provided such guarantees are (A) given by the Company in
connection with (1) such franchise operators' purchase of furniture
financed through a third-party lender or (2) loans to franchise operators
for other purposes to the extent such loans are made with the prior
approval of SunTrust Bank, Atlanta and (B) limited to $25,000,000 in
aggregate outstanding principal amount at any one time for all franchise
operators; and
16.
Section 9.03 of the Loan Agreement is hereby further amended by adding
at the end thereof the following new paragraph (k) (and the period which appears
at the end of paragraph (j) thereof shall be deleted and ", and" shall be
substituted in lieu thereof):
(k) incur or guaranty indebtedness or contingent liability under the
Synthetic Lease Documents provided that the aggregate outstanding principal
amount of all such indebtedness or liabilities does not exceed $20,000,000
at any one time.
17.
Section 9.06 of the Loan Agreement is hereby amended by adding the
following new clause (e) at the end thereof:
"and (e) the terms of the Synthetic Lease Documents".
18.
Article 10 of the Loan Agreement is hereby amended by deleting the
word "or" at the end of Section 10.12, adding the word "or" at the end of
Section 10.13, and adding the following as a new Section 10.14:
Section 10.14. The Company or any of its Subsidiaries fails to make
any payment as and when such payment is due under the Synthetic Lease
Documents, or any other default, event or condition shall have occurred or
exist under the Synthetic Lease Documents, the effect of which is to cause,
or to permit the holder of the obligations of the Company or any such
Subsidiary under the Synthetic Lease Documents to cause, the obligations of
the Company or any of its Subsidiaries, or any portion thereof, to become
-11-
<PAGE>
due prior to its stated maturity date or prior to its regularly scheduled
date of payment;
19.
Article X of the Loan Agreement is hereby further amended by replacing the
final paragraph of said Section with the following:
then, and in any such event, and at any time thereafter if any Event of
Default shall then be continuing, (A) the Agent may, and upon the written
or telex request of the Required Banks, shall, by written notice to the
Company, take any or all of the following actions, without prejudice to the
rights of the Agent, any Bank or the holder of any Note to enforce its
claims against the Company or any other Credit Party: (i) declare all
Revolving Credit Commitments terminated, whereupon the Revolving Credit
Commitments of each Bank, including without limitation, the Swingline
SubFacility of the Swingline Lender, shall terminate immediately and any
commitment fee shall forthwith become due and payable without any other
notice of any kind; (ii) declare the principal of and any accrued interest
on the Revolving Credit Loans (including without limitation, the Swingline
Loans) and Term Loans, and all other Obligations owing hereunder, to be,
whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company; provided, that, if an Event of Default
--------
specified in Sections 10.06, 10.07, 10.08 or 10.09 above shall occur, the
result which would occur upon the giving of written notice by the Agent to
any Credit Party, as specified in clauses (i) and (ii) above, shall occur
automatically without the giving of any such notice; and (iii) may exercise
any other rights or remedies available under the Loan Documents, at law or
in equity; and (B) the Swingline Lender may, by written notice to the Agent
and the other Banks pursuant to Section 2.05(c), request a Borrowing under
the Revolving Credit Commitments (to the extent of Availability thereunder)
in the name of the Company in an amount sufficient to prepay in whole or in
part the outstanding principal amount of Swingline Loans, and the Banks
hereby agree to fund such Borrowing, notwithstanding that a Default or an
Event of Default has occurred and is continuing.
20.
-12-
<PAGE>
Upon the effectiveness of this Third Amendment, all amounts outstanding
under the Cash Management Line of Credit Commitment shall be deemed to be
outstanding under the Swingline SubFacility and the Cash Management Line of
Credit Commitment shall be terminated. The Cash Management Lender agrees to
return promptly the Cash Management Line of Credit Note to the Company.
21.
Exhibit B to the Loan Agreement is hereby amended by replacing said Exhibit
B in its entirety with Exhibit B attached hereto.
---------
22.
The Company represents and warrants that all representations and warranties
set forth in the Loan Agreement are true and correct in all material respects on
the date hereof and no Default or Event of Default exists under the Loan
Agreement as of the date hereof.
23.
To the extent that the agreements set forth in this Third Amendment should
effect a corresponding amendment to any of the Loan Documents, such Loan
Documents are hereby deemed to be amended as of the date hereof to reflect this
Third Amendment in order to conform the terms of the Loan Documents which are
affected by this Third Amendment to the terms hereof.
24.
Except for the amendments and agreements expressly set forth above, the
text of the Loan Agreement and all other Loan Documents shall remain unchanged
and in full force and effect. The Company acknowledges and expressly agrees
that the Agent and the Banks reserve the right to, and do, in fact, require
strict compliance with the terms and provisions of the Loan Agreement, as
amended by this Third Amendment.
25.
Each reference in the Loan Agreement to "this Agreement," "hereunder,"
"hereof," "herein," or words of like import, shall mean and be a reference to
the Loan Agreement as amended by this Third Amendment and each reference to the
Loan Agreement in any
-13-
<PAGE>
other document, instrument or agreement executed or delivered in connection with
the Loan Agreement shall mean and be a reference to the Loan Agreement as
amended by this Third Amendment.
26.
THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF GEORGIA.
27.
This Third Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, each of which shall be deemed an
original and all of which, taken together, shall be deemed to constitute one and
the same instrument. Delivery of an executed counterpart of this Third
Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.
28.
This Third Amendment shall be binding on, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.
29.
This Third Amendment constitutes the entire understanding of the parties
with respect to the subject matter hereof, and any other prior or
contemporaneous agreements, whether written or oral, with respect thereto, are
expressly superseded hereby.
-14-
<PAGE>
IN WITNESS WHEREOF, this Third Amendment has been duly executed as of the
date first above written.
COMPANY:
Address for Notices: AARON RENTS, INC.
- -------------------
309 East Paces Ferry Road
Atlanta, Georgia 30305 By:
Attention: Gilbert L. Danielson ----------------------------
Name:
Title:
Attest:
------------------------
Name:
Title:
[CORPORATE SEAL]
[SIGNATURE PAGE FOR THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT]
<PAGE>
AGENT:
Address for Notices: SUNTRUST BANK, ATLANTA, as Agent
- ------------------- for the Banks
25 Park Place, 23rd Floor
Atlanta, Georgia 30303
Attention: Willem-Jan O. Hattink or By:
Michael Dunlap ----------------------------
Name:
Title:
Payment Office:
- --------------
25 Park Place
23rd Floor
Atlanta, Georgia 30303 By:
----------------------------
Name:
Title:
[SIGNATURE PAGE FOR THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT]
<PAGE>
BANKS:
Address for Notices: SUNTRUST BANK, ATLANTA
- -------------------
25 Park Place, 23rd Floor
Atlanta, Georgia 30303 By:
Attention: Willem-Jan O. Hattink or ------------------------------
Michael Dunlap Name:
Title:
Payment Office:
- --------------
25 Park Place
23rd Floor By:
Atlanta, Georgia 30303 ------------------------------
Name:
Title:
REVOLVING CREDIT COMMITMENT: $25,000,000.00
PRO RATA SHARE OF REVOLVING
LOAN COMMITMENTS: 33.3333%
[SIGNATURE PAGE FOR THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT]
<PAGE>
FIRST UNION NATIONAL BANK
OF GEORGIA
Address for Notices:
- -------------------
999 Peachtree Street By:________________________________
12th Floor, Suite 640 Name:
Atlanta, Georgia 30309 Title:
Attention: Jonathan D. Hook
Payment Office:
- --------------
999 Peachtree Street
12th Floor, Suite 640
P. O. Box 740074
Atlanta, Georgia 30374
REVOLVING CREDIT COMMITMENT: $25,000,000.00
PRO RATE SHARE OF REVOLVING
LOAN COMMITMENTS: 33.3333%
[SIGNATURE PAGE FOR THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT]
<PAGE>
NBD BANK
Address for Notices:
- -------------------
611 Woodward Avenue
Detroit, Michigan 48226 By:_________________________________
Attention: Richard C. Ellis Name:
Title:
Payment Office:
- --------------
611 Woodward Avenue
Detroit Michigan 48226
Attention: Richard C. Ellis
REVOLVING CREDIT COMMITMENT: $15,000,000.00
PRO RATA SHARE OF REVOLVING
LOAN COMMITMENTS: 20%
[SIGNATURE PAGE FOR THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT]
<PAGE>
SOUTHTRUST BANK OF GEORGIA, N.A.
Address for Notices:
- -------------------
One Georgia Center
600 West Peachtree St. By:_______________________________
Atlanta, Georgia 30308 Name:
Attn: Melinda Bergbom Title:
Payment Office:
- --------------
One Georgia Center
600 West Peachtree Street
Atlanta, Georgia 30308
Attention: Melinda Bergbom
REVOLVING CREDIT COMMITMENT: $10,000,000.00
PRO RATA SHARE OF REVOLVING
LOAN COMMITMENTS: 13.3333%
[SIGNATURE PAGE FOR THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT]
<PAGE>
Schedule 7.16
-------------
The Company has contingent liabilities under the Synthetic Lease
Documents.
<PAGE>
EXHIBIT B
REVOLVING CREDIT NOTE
---------------------
$__________ ________ __, 19__
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned, AARON RENTS, INC., a Georgia
corporation (the "Company"), promises to pay to the order of __________________
(the "Bank") at its office at__________________________________________________
or at such other place as the holder hereof shall designate to the Company in
writing, in immediately available funds in lawful money of the United States of
America, on the sooner of (i) the Revolving Credit Termination Date (as defined
in the Loan Agreement referenced below), (ii) the Conversion Date (as defined in
the Loan Agreement referenced below) and (iii) acceleration of the indebtedness
evidenced by this Note as hereinafter provided, the lesser of the principal sum
of ______________ Dollars ($__________) or so much thereof as shall have been
advanced thereunder in accordance with that certain Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of the January 6, 1995, among
the Company, the Bank and other banks and financial institutions now or
hereafter parties thereto (collectively, the "Lenders") and SunTrust Bank,
Atlanta as Agent for the Lenders(as amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement"), and not theretofore repaid,
as shown on the grid schedule attached hereto (the "Grid Schedule").
In addition to principal, the Company agrees to pay interest on the
principal amounts disbursed hereunder from time to time from the date of
disbursement until paid in full at such rates of interest per annum and upon
such dates as set forth in Section 5.03 of the Loan Agreement, computed on the
basis of the actual number of days elapsed in a 360-day year. Such interest is
to be paid to the Bank at the address set forth above in the first paragraph of
this Note or at such other place as the holder hereof may designate by notice in
writing to the Company.
This Revolving Credit Note ("Note") evidences Revolving Credit Loans
[, including without limitation, the Swingline Loans (to be included in the
Revolving Credit Note of the Swingline Lender)] made by the Bank to the Company
pursuant to the terms and conditions of the Loan Agreement to which reference is
hereby made for a
B-1
<PAGE>
full and complete description of such terms and conditions. All capitalized
terms used in this Note shall have the same meanings as set forth in the Loan
Agreement.
The Bank shall at all times have a right of set-off against any
deposit balances of Company in the possession of the Bank and the Bank may apply
the same against payment of this Note in accordance with the Loan Agreement.
The payment of any indebtedness evidenced by this Note prior to the Revolving
Credit Termination Date or the Conversion Date shall not affect the
enforceability of this Note as to any future, different or other indebtedness
incurred hereunder by the Company. In the event the indebtedness evidenced by
this Note is collected by legal action or through an attorney-at-law, the Bank
shall be entitled to recover from Company all costs of collection, including,
without limitation, actual and reasonable attorneys' fees if collected by or
through an attorney-at-law.
Company acknowledges that the actual crediting of the amount of any
disbursement under the Loan Agreement to an account of Company or recording such
amount in the Grid Schedule shall, in the absence of manifest error, constitute
presumptive evidence of such disbursement and that such advance was made and
borrowed under the Loan Agreement. Such account records or Grid Schedule shall
constitute, in the absence of manifest error, presumptive evidence of principal
amounts outstanding and the payments made under the Agreement at any time and
from time to time, provided that the failure of Bank to record on the Grid
Schedule or in such account the type or amount of any advance shall not affect
the obligation of the undersigned to repay such amount together with interest
thereon in accordance with this Note and the Loan Agreement.
Upon the existence and during the continuation of an Event of Default
as defined in the Loan Agreement, the principal and all accrued interest hereof
shall automatically become, or may be declared, due and payable in the manner
and with the effect provided in the Loan Agreement.
Prepayment of this Note in part or in whole is permitted subject to
the conditions set forth in Section 5.06 of the Loan Agreement.
Failure or forbearance of the Bank to exercise any right hereunder, or
otherwise granted by the Loan Agreement or by law, shall not affect or release
the liability of the Company hereunder, and shall not constitute a waiver of
such right unless so stated by the Bank in writing. THIS NOTE IS EXECUTED AND
DELIVERED PURSUANT TO, AND ITS PERFORMANCE, INTERPRETATION AND
B-2
<PAGE>
ENFORCEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, THE LAWS OF THE STATE OF
GEORGIA.
TIME IS OF THE ESSENCE HEREUNDER. PRESENTMENT, PROTEST AND NOTICE OF
DISHONOR ARE HEREBY WAIVED.
IN WITNESS WHEREOF, the Company has caused this Note to be executed in
its name and attested to by its authorized officers, and its corporate seal to
be hereunto affixed, all on the date first above written.
AARON RENTS, INC.
By:
---------------------------
Name:
------------------------
Title:
-----------------------
Attest:
-----------------------
Name:
-----------------------
Title:
-----------------------
[CORPORATE SEAL]
B-3
<PAGE>
GRID SCHEDULE
ADVANCES AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
Amount Amount of Last Day of
of Interest Principal Applicable Notation
Date Advance Rate Prepaid Interest Period Made By
- -------------- ---------- ----------- ---------- --------------- -------
<S> <C> <C> <C> <C> <C>
$______ __% $________
</TABLE>
B-4
<PAGE>
EXHIBIT 11
----------
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------- -------------------
September 30 September 30
------------------- -------------------
1996 1995 1996 1995
------------------- -------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Primary:
Net Income $ 3,787 $ 3,205 $ 11,860 $ 9,858
======== ======== ======== ========
Weighted average number of
common shares outstanding 19,029 19,432 19,083 19,478
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 998 612 879 516
-------- -------- -------- --------
Weighted average number of common
and common equivalent shares 20,027 20,044 19,962 19,994
-------- -------- -------- --------
Primary earnings per share $ .19 $ .16 $ .59 $ .49
======== ======== ======== ========
Fully diluted:
Weighted average number of common
and common equivalent shares 20,027 20,044 19,962 19,994
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 0 2 1 56
-------- -------- -------- --------
Weighted average number of common
shares fully diluted 20,027 20,046 19,963 20,050
-------- -------- -------- --------
Fully diluted earnings per share* $ .19 $ .16 $ .59 $ .49
======== ======== ======== ========
</TABLE>
* Not presented in Financial Statements since dilutive effect is less than 3%.
** Prior year earnings per share and weighted average shares have been restated
to reflect the June 1996 2 for 1 stock dividend.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 99
<SECURITIES> 0
<RECEIVABLES> 9,901
<ALLOWANCES> 0<F1>
<INVENTORY> 141,920<F2>
<CURRENT-ASSETS> 0<F3>
<PP&E> 31,670
<DEPRECIATION> 0<F4>
<TOTAL-ASSETS> 187,223
<CURRENT-LIABILITIES> 0<F3>
<BONDS> 0
0
0
<COMMON> 10,766
<OTHER-SE> 89,194
<TOTAL-LIABILITY-AND-EQUITY> 187,223
<SALES> 44,942
<TOTAL-REVENUES> 203,527
<CGS> 33,247
<TOTAL-COSTS> 181,762
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,401
<INCOME-PRETAX> 19,364
<INCOME-TAX> 7,504
<INCOME-CONTINUING> 11,860
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,860
<EPS-PRIMARY> .59
<EPS-DILUTED> .59
<FN>
<F1>The allowance of 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 59,335 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>
