<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 33-81370
CENTRAL RENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4476294
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5480 East Ferguson Drive
Commerce, California 90022
----------------------------------------------------
(Address of principal executive offices)
(213) 720-8700
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
------- ------
Number of shares outstanding as of May 14, 1997: 617,045.
<PAGE> 2
CENTRAL RENTS, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 Condensed Financial Statements:
Condensed Balance Sheets at March 31, 1997 and December 31, 1996 .................................. 1
Condensed Statements of Operations for the Three Months Ended March 31, 1997 and 1996 ............ 2
Condensed Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996 ............ 3
Notes to Condensed Financial Statements .......................................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............ 6
PART II. OTHER INFORMATION
Item 5. Other Information ................................................................................ 9
Item 6. Exhibits and Reports on Form 8-K .................................................................. 9
Signatures ................................................................................................... 10
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
CENTRAL RENTS, INC.
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
A S S E T S
<S> <C> <C>
Cash and cash equivalents $ 281 $ 883
Short-term investments 10,808 11,925
Receivables and prepaid expenses 1,905 2,348
Income tax receivable - related party 1,873 1,871
Rental merchandise, net 33,621 34,381
Property and equipment, net 3,254 2,527
Deferred financing costs, net 1,875 1,957
Noncompete agreement, net 525 1,275
Customer rental agreements, net 19 --
Excess of cost over net assets acquired, net 6,799 6,861
Deferred income taxes, net 8,445 8,156
Other assets 114 279
----------- -----------
Total assets $ 69,519 $ 72,463
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,519 $ 5,332
Accrued expenses 5,949 5,682
Due to related parties 353 237
Accrued interest 2,253 322
Long-term notes 58,163 58,094
----------- -----------
Total liabilities 69,237 69,667
----------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value,
100 shares authorized; no shares issued -- --
Common stock, $.01 par value, 2,000,000 shares authorized;
617,045 and 551,045 shares issued and outstanding in 1997
and 1996, respectively 6 6
Additional paid-in capital 22,944 22,944
Retained deficit (22,668) (20,154)
----------- -----------
Total stockholders' equity 282 2,796
----------- -----------
Total liabilities and stockholders' equity $ 69,519 $ 72,463
=========== ===========
</TABLE>
See notes to condensed financial statements.
1
<PAGE> 4
CENTRAL RENTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Revenues $ 26,736 $ 28,400
----------- -----------
Costs and expenses:
Selling, general and administrative 15,682 15,381
Cost of merchandise sold 1,098 1,067
Depreciation and amortization -
Rental merchandise 7,660 8,648
Property and equipment 367 404
----------- -----------
24,807 25,500
----------- -----------
Income before interest, taxes and
amortization of intangibles 1,929 2,900
----------- -----------
Amortization of intangibles 818 1,898
----------- -----------
Income from operations 1,111 1,002
Interest expense, net (1,914) (1,940)
----------- -----------
Loss before income taxes (803) (938)
Income tax benefit 289 320
----------- -----------
Net loss $ (514) $ (618)
=========== ===========
Per share data:
Net loss per common share $ (.89) $ (1.12)
=========== ===========
Weighted average common shares outstanding 575 551
=========== ===========
</TABLE>
See notes to condensed financial statements.
2
<PAGE> 5
CENTRAL RENTS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (514) $ (618)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation of rental merchandise 7,660 8,648
Depreciation and amortization of property and equipment 367 404
Amortization of intangibles 818 1,898
Amortization of debt discount 68 68
Amortization of deferred financing costs 83 83
Decrease (increase) in deferred income taxes (289) 66
Changes in operating assets and liabilities:
Decrease in receivables, prepaid expenses and other assets 608 360
Increase in rental merchandise (6,900) (4,699)
Decrease (increase) in income tax receivable - related party (2) 600
Decrease in accounts payable (2,813) (5,515)
Increase (decrease) in due to related parties 116 (430)
Increase in accrued expenses 266 540
Increase in accrued interest 1,931 1,931
----------- -----------
Net cash provided by operating activities 1,399 3,336
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (1,094) (304)
Sale (purchase) of short-term investments 1,117 (2,475)
Purchase of rental agreements (24) --
----------- -----------
Net cash used by investing activities (1) (2,779)
Cash flows from financing activities:
Dividends paid (2,000) (2,000)
----------- -----------
Net cash used in financing activities (2,000) (2,000)
----------- -----------
Net decrease in cash and cash equivalents (602) (1,433)
Cash and cash equivalents, beginning of period 883 1,560
----------- -----------
Cash and cash equivalents, end of period $ 281 $ 117
=========== ===========
Cash paid during the period for:
Interest $ 22 $ --
Income taxes 430 64
</TABLE>
See notes to condensed financial statements.
3
<PAGE> 6
CENTRAL RENTS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
A. Basis of Presentation
The accompanying condensed financial statements of Central Rents, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of only normal recurring adjustments) considered necessary for a fair
presentation of the Company's financial condition and operating results for the
interim periods presented have been included. Operating results for the quarter
are not necessarily indicative of the results that may be expected for the year.
These interim financial statements should be read in conjunction with the Form
10-K for the year ended December 31, 1996, including the financial statements
and notes contained therein, filed with the Securities and Exchange Commission.
On March 17, 1994, the Company was incorporated in Delaware. The Company is
a wholly owned subsidiary of Central Rents Holding, Inc. which is a wholly owned
subsidiary of Banner Holdings, Inc. ("Banner"). On June 3, 1994, the Company
acquired all of the outstanding stock of RTO Enterprises, Inc., ("RTO") and WBC
Holdings, Inc. ("WBC") for a purchase price of approximately $60,000,000 in cash
(the "Acquisition"), in a transaction accounted for as a purchase. On April 28,
1995 RTO and WBC were merged into the Company pursuant to a statutory merger
effected in accordance with the provisions of the Delaware General Corporation
Laws.
Certain reclassifications have been made to previously reported amounts to
conform with the current quarter financial presentation.
B. Earnings Per Common Share
Earnings per common share have been computed on the basis of the weighted
average number of common shares outstanding. There were no common stock
equivalents for the periods presented, as they were antidilutive.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS 128) and Statement of
Financial Accounting Standards No. 129, "Disclosure of Information About
Capital Structure" (SFAS 129) in fiscal year 1997. The Company does not expect
that the adoption of SFAS 128 and SFAS 129 will have a material effect on its
financial position or its results of operations in fiscal year 1997.
C. Amortization of Intangibles
In connection with the Acquisition, one of the sellers entered into a
noncompete agreement with the Company. The noncompete agreement is amortized
over a period of 3 years. Amortization of the noncompete agreement is 50% in
year one, 35% in year two and 15% in year three.
The excess of cost over net assets acquired, which relates to the
Acquisition of RTO and WBC and other stores in 1995, is currently being
amortized on a straight-line basis over a period of 30 years. The purchase
allocation may change upon the resolution of certain issues with the seller. The
Company periodically reviews the excess of cost over net assets acquired to
assess recoverability. Impairment would be recognized in operating results if a
permanent diminution in value were to occur, pursuant to Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of."
D. Long-term Notes and Revolving Line of Credit
The Company funded the purchase price for the Acquisition from the proceeds
of an offering of units (the "Offering"), consisting of $60,000,000 principal
amount of 12 7/8% Senior Notes due 2003 (the "Notes") and warrants to purchase
60,000 shares of common stock of the Company, at an exercise price of $.01 per
share. The Offering was made in reliance upon exemptions from the registration
requirements of the Securities Act of 1933, as amended and applicable state
securities laws. Additional warrants to purchase 6,000 shares of common stock of
the Company, at an exercise price
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<PAGE> 7
of $.01 per share, were issued to Jefferies & Company, Inc., the initial
purchaser of the Notes. Of the total proceeds, $57,389,000 was allocated to
Notes and $2,200,000 was allocated to the issuance of warrants. On or before
February 28, 1997, all Warrant holders exercised their option to convert the
Warrants into the Company's common stock.
The Notes bear interest at the rate of 12 7/8% per annum payable
semi-annually on December 15 and June 15. The Notes are not redeemable prior to
June 15, 1999, except that prior to June 15, 1997, the Company may redeem at its
option, with any new proceeds received by the Company from an initial public
offering of common stock of the Company or a parent company of the Company up to
one-third of the initial aggregate principal amount of the Notes, provided that
at least two-thirds of the initial aggregate principal amount of the Notes
remains outstanding immediately after the occurrence of such redemption, at the
redemption price as defined, plus accrued and unpaid interest to the date of
redemption. On or after June 15, 1999, the Notes will be redeemable at the
option of the Company, in whole or in part, at the redemption prices as defined
plus accrued and unpaid interest to the date of redemption.
On May 11, 1995, the Company entered into a three year $25,000,000
revolving line of credit agreement with Wells Fargo Bank (the "Line of Credit").
In November 1996, the Company and Wells Fargo amended the Line of Credit in
order to reduce the available borrowings under the Line of Credit to
$12,500,000. The Line of Credit is subject to an annual commitment fee payable
to the bank on a quarterly basis of 0.5% of the unused borrowings. The Line of
Credit is collateralized by substantially all of the rental merchandise of the
Company and bears interest at prime plus 1%. The Line of Credit includes various
financial and other covenants which, among other things, provides that
borrowings cannot exceed an amount equal to 50% of the aggregate book value of
the Company's rental merchandise. There currently are no borrowings under the
Line of Credit. Subsequent to March 31, 1997, the Company canceled the Line of
Credit.
E. Related Party Transactions
The Company has entered into an Administrative Services Agreement (the
"Administrative Services Agreement") with Banner pursuant to which Banner or one
of the other Banner subsidiaries, other than the Company, provides purchasing,
advertising, accounting, insurance, health and other benefits, real estate,
management information systems, and other services to the Company. The Company
is required to reimburse Banner for its allocable share of direct and overhead
costs determined on the basis of the Company's percentage utilization of the
applicable services contemplated by the Administrative Services Agreement. The
Administrative Services Agreement can be automatically extended for successive
one-year terms through June 3, 2004 unless the Company gives at least 30 days
prior notice at the end of the then current term that the Administrative
Services Agreement will terminate. As long as Banner or any other Banner
subsidiary beneficially owns more than 50% of the voting stock of the Company,
the Administrative Services Agreement shall not be terminable by Banner or any
other Banner subsidiary as a result of any breach of the Administrative Services
Agreement by the Company. During the three months ended March 31, 1997, the
Company did not purchase any merchandise from Banner in connection with the
Administrative Services Agreement. The Company has not incurred any material
common costs during the three months ended March 31, 1997 or 1996 in connection
with the Administrative Services Agreement.
The Company and G.M. Cypres & Co. entered into an agreement (the
"Consulting Agreement") pursuant to which G.M. Cypres & Co. or its designee
provides consulting, investment banking or similar services to the Company in
consideration for the payment of certain fees and expenses, including an annual
management fee (the "Management Fee"). Under the terms of the indenture entered
into by the Company in connection with the issuance of the Notes, the fees and
expenses payable under the Consulting Agreement must be reasonable and
customary, and the Management Fee shall not exceed $375,000 per year. Management
Fees under the terms of the Consulting Agreement totalled $93,750 for the three
months ended March 31, 1997 and 1996.
Effective January 1, 1995, the Company entered into a triple net lease
agreement with BCE Properties II, Inc., a related party of the Company through
common ownership, for office space at the Company's corporate headquarters. The
lease provides, among other things, for monthly rent of $10,000 through December
31, 2005. Rent expense for the three months ended March 31, 1997 and 1996
totalled $30,000.
F. On January 7, 1997 the Company declared a cash dividend of $3.24 per share
on its common stock which was paid on March 5, 1997.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
This discussion and analysis highlights the results of operations of the
Company during the three months ended March 31, 1997 and 1996.
The revenue, store operating profit, field and corporate general and
administrative expenses, income before interest, taxes and amortization of
intangibles, net loss and number of stores of the Company were as follows for
the three months ended March 31, 1997 and 1996 ($ in millions):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
----------------------- ----------------------
<S> <C> <C> <C> <C>
Revenues ............................ $ 26.7 100% $ 28.4 100%
Store operating profit .............. 4.5 16.9 5.6 19.7
Field and corporate general and
administrative expenses .......... 2.6 9.7 2.7 9.5
Income before interest, taxes and
amortization of intangibles ..... 1.9 7.1 2.9 10.2
Net loss ............................ (0.5) (1.9) (0.6) (2.1)
Number of stores (at end of period) 165 167
</TABLE>
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THE RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 1996.
Revenues. Total revenues decreased $1.7 million or 5.9%, to $26.7
million for the three months ended March 31, 1997 from $28.4 million for the
three months in 1996. The decrease in revenues is primarily the result of a
decrease in units on rent. The impact of the decrease in units on rent is
partially offset by an increase in the average revenue per unit resulting from
a move toward higher end products and improved collections. Management
believes the decline in the portfolio of units on rent is a result of the
continued weakness in the consumer electronics and appliances marketplace
coupled with increased competition, primarily in its operations in the eastern
and central states. In addition, consolidation within the rental-purchase
industry over the last several years, especially in the eastern and central
states, has significantly increased the competitive climate in those states
and contributed to the general deterioration in the number of units on rent
and resultant revenue declines.
Store Operating Profit. Store operating profit decreased $1.1 million or
19.6%, to $4.5 million for the three months ended March 31, 1997 from $5.6
million for the three months in 1996. The decrease in store operating profit
was primarily the result of a decrease in gross profit of approximately $0.9
million as a result of lower revenues in the three months ended March 31, 1997
as compared to 1996 with an increase of $0.2 million in store operating
expenses. Total store operating expenses as a percentage of revenue increased
to 52.2% of revenues in the three months ended March 31, 1997 from 48.2% for
the three months in 1996. The increase in store operating expenses as a
percentage of revenue was largely due to an increase in store payroll, fringe
benefits, vehicle and occupancy costs. Store operating profit as a percentage
of revenue decreased to 16.9% of revenues for the three months ended March 31,
1997 from 19.7% for the same period in 1996. Management has taken steps to
reduce labor costs in the stores as a result of the decline in the portfolio
of units on rent. However, due to the relatively small physical size of the
Company's operating units and
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relatively small number of personnel in each location, significant reductions
in labor costs have been difficult to achieve.
Comparable Stores. Comparable store revenues decreased $1.5 million or
5.5%, to $26.1 million for the three months ended March 31, 1997 from $27.6
million for the three months in 1996. The decrease in comparable store
revenues was primarily the result of a decrease in units on rent for the three
months ended March 31, 1997 as compared to the same period in 1996. Comparable
store operating profit decreased $1.0 million or 18.5%, to $4.5 million for
the three months ended March 31, 1997 from $5.5 million for the same period in
1996. The decrease in comparable store operating profit was primarily the
result of a decrease in same store gross profit as a result of lower units on
rent in 1997 with an increase in store operating expenses as previously
discussed.
Field and Corporate General and Administrative Expenses. Field and
corporate general and administrative expenses decreased by $0.1 million or
3.7%, to $2.6 million for the three months ended March 31, 1997 from $2.7
million for the three months in 1996. Field and corporate general and
administrative expenses for the three months ended March 31, 1997 as a
percentage of revenue increased to 9.7% from 9.5% for the same period in 1996.
Income Before Interest, Taxes and Amortization of Intangibles. Income
before interest, taxes and amortization of intangibles decreased $1.0 million
or 33.5%, to $1.9 million for the three months ended March 31, 1997 from $2.9
million for the three months in 1996. The decrease in income before interest,
taxes and amortization of intangibles is primarily the result of the decrease
in store operating profit for the three months ended March 31, 1997 as
compared to the same period in 1996. Income before interest, taxes and
amortization of intangibles as a percentage of revenue decreased to 7.1% for
the three months ended March 31, 1997 from 10.2% for the same period in 1996.
Net Loss. Net loss decreased $0.1 million or 16.8% to $0.5 million for the
three months ended March 31, 1997 from $0.6 million for the three months in
1996. Net loss as a percentage of revenue decreased to 1.9% for the three
months ended March 31, 1997 from 2.1% for the three months in 1996. This
decrease was primarily due to a reduction in the amortization expense of
customer rental agreements and the noncompete agreement offset by a decrease
in store operating profit.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital expenditures are purchases of rental
merchandise throughout the year to replace rental merchandise which has been
sold or charged-off. Total purchases of rental merchandise were $8.0 million
during the three months ended March 31, 1997. The Company's other capital
expenditures consist of purchases of property, fixtures and office equipment,
including store improvements. Total combined capital expenditures on these
items for the three months ended March 31, 1997 totalled $1.1 million.
The Company's long-term notes (the "Notes") of $60,000,000 were issued in
connection with the acquisition of RTO and WBC in June 1994 and bear interest
at the rate of 12 7/8% per annum payable semi-annually on December 15 and June
15. The Notes are not redeemable prior to June 15, 1999, except that prior to
June 15, 1997, the Company may redeem at its option, with the net proceeds
received by the Company from an initial public offering of common stock of the
Company or a parent company of the Company up to one-third of the initial
aggregate principal amount of the Notes, at the redemption price as defined
plus accrued and unpaid interest to the date of redemption, provided that at
least two-thirds of the initial aggregate principal amount of the Notes
remains outstanding immediately after the occurrence of such redemption. On or
after June 15, 1999 the Notes will be redeemable at the option of the Company,
in whole or in part, at the redemption prices as defined, plus accrued and
unpaid interest to the date of redemption.
On May 11, 1995, the Company entered into a three year $25,000,000
revolving line of credit with Wells Fargo Bank (the "Line of Credit"). In
November 1996, the Company and Wells Fargo amended the Line of Credit to
reduce the available borrowings under the Line of Credit to $12,500,000. The
Line of Credit is subject to an annual commitment fee payable to the bank on a
quarterly basis of 0.5% of the unused borrowings. The Line of Credit is
collateralized by substantially all of the rental merchandise of the Company
and bears interest at prime plus 1%. The Line of Credit includes various
financial and other covenants which, among other things, provides that
borrowings by the Company may not exceed an amount equal to 50% of the
aggregate book value of the Company's rental merchandise. There were
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no borrowings under the Line of Credit at March 31, 1997. Subsequent to March
31, 1997 the Company canceled the Line of Credit.
On January 7, 1997 the Company declared a cash dividend on its common stock
to be paid to the holders of record of the Company's common stock as of
February 28, 1997 payable on March 5, 1997. On or before February 28, 1997,
all Warrant holders exercised their option to convert the Warrants into the
Company's common stock.
On March 5, 1997, the Company paid a total cash dividend of $2.0 million to
the holders of its common stock.
The Internal Revenue Service (the "IRS") published a revenue ruling in July
1995 providing that the Modified Accelerated Cost Recovery System ("MACRS") is
the appropriate depreciation method for rental-purchase merchandise. The
Company had been using the income forecast method of depreciation for tax
accounting, and management believes that this method has been widely used
throughout the rental-purchase industry prior to the publication of this
revenue ruling. The Company received permission from the IRS and converted to
the MACRS method of depreciation for tax accounting purposes only, effective
January 1, 1996. Management believes that the Company's conversion to MACRS
will not significantly impact the Company's financial condition or results of
operations.
The Company's primary sources of liquidity are expected to be its cash flow
from operations and the excess cash and short-term investments currently
available. Management intends to use the Company's excess cash balances to
expand its operations through acquisitions and new store openings. Since the
acquisition of RTO and WBC, the Company has consolidated stores that operated
in overlapping geographic markets and sold certain other stores that were not
located within the Company's targeted geographic markets. The Company is
evaluating several strategic geographic regions in which it could strengthen
its market position for further expansion during 1997 and in subsequent years
through new store openings and acquisitions. The Company does not have any
mandatory debt amortization requirements until the year 2003.
8
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Exhibits
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Central Rents, Inc.*
4.1 Purchase Agreement dated June 3, 1994*
4.2 Registration Rights Agreement dated June 3, 1994*
4.3 Indenture dated June 3, 1994*
4.4 Form of Series A Note (Included in Exhibit 4.3)*
4.5 Form of Series B Note (Included in Exhibit 4.3)*
4.6 Warrant Agreement dated June 3, 1994*
10.1 Tax Sharing Agreement*
10.2 Administrative Services Agreement*
10.3 Consulting Agreement*
10.4 Centrals Rents, Inc. Vehicle Lease Agreement**
10.5 Central Rents, Inc. 1994 Stock Option Plan**
10.6 Credit Agreement by and between Central Rents, Inc. as Borrower and
Wells Fargo Bank National Association, as Bank, dated May 11, 1995***
10.7 First Amendment to Credit Agreement by and between Central Rents, Inc.
as borrower and Wells Fargo Bank National Association's bank, dated
November 4, 1996****
</TABLE>
(b) Reports
No reports on Form 8-K were required to be filed by the Company
during the three months ended March 31, 1997.
- ----------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (No. 33-81370)
** Incorporated by reference from the Company's Form 10-K for the fiscal year
ended December 31, 1994
*** Incorporated by reference from the Company's Form 10Q for the quarterly
period ended March 31, 1995.
**** Incorporated by reference from the Company's Form 10Q for the quarterly
period ended September 30, 1996.
9
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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.
CENTRAL RENTS, INC.
May 14, 1997 /s/ Gary M. Cypres
-------------------------------------------
Gary M. Cypres
Chairman
May 14, 1997 /s/ Derek Stamper
-------------------------------------------
Derek Stamper
President
May 14, 1997 /s/ A. Keith Wall
-------------------------------------------
A. Keith Wall
Vice President
Chief Financial Officer
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Central Rents, Inc.*
4.1 Purchase Agreement dated June 3, 1994*
4.2 Registration Rights Agreement dated June 3, 1994*
4.3 Indenture dated June 3, 1994*
4.4 Form of Series A Note (Included in Exhibit 4.3)*
4.5 Form of Series B Note (Included in Exhibit 4.3)*
4.6 Warrant Agreement dated June 3, 1994*
10.1 Tax Sharing Agreement*
10.2 Administrative Services Agreement*
10.3 Consulting Agreement*
10.4 Centrals Rents, Inc. Vehicle Lease Agreement**
10.5 Central Rents, Inc. 1994 Stock Option Plan**
10.6 Credit Agreement by and between Central Rents, Inc. as Borrower and
Wells Fargo Bank National Association, as Bank, dated May 11, 1995***
10.7 First Amendment to Credit Agreement by and between Central Rents, Inc.
as borrower and Wells Fargo Bank National Association's bank, dated
November 4, 1996****
</TABLE>
- ----------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (No. 33-81370)
** Incorporated by reference from the Company's Form 10-K for the fiscal year
ended December 31, 1994
*** Incorporated by reference from the Company's Form 10Q for the quarterly
period ended March 31, 1995.
**** Incorporated by reference from the Company's Form 10Q for the quarterly
period ended September 30, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 281
<SECURITIES> 0
<RECEIVABLES> 3,778
<ALLOWANCES> 0
<INVENTORY> 33,621
<CURRENT-ASSETS> 0
<PP&E> 3,254
<DEPRECIATION> 0
<TOTAL-ASSETS> 69,519
<CURRENT-LIABILITIES> 0
<BONDS> 58,163
0
0
<COMMON> 6
<OTHER-SE> 276
<TOTAL-LIABILITY-AND-EQUITY> 69,519
<SALES> 0
<TOTAL-REVENUES> 26,736
<CGS> 1,098
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</TABLE>
