SEC Comment Letter 0000000000-24-004147 to UPBOUND GROUP, INC. (UPBD) (CIK 0000933036) (UPBD)
UPBOUND GROUP, INC. (UPBD) (CIK 0000933036)
Date: April 17, 2024 · CIK: 0000933036 · Accession: 0000000000-24-004147
AI Filing Summary & Sentiment
File numbers found in text: 001-38047
Letter
United States securities and exchange commission logo April 17, 2024 Fahmi Karam Chief Financial Officer Upbound Group, Inc. 5501 Headquarters Drive Plano, TX 75024 Re:Upbound Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 8-K Furnished February 22, 2024 File No. 001-38047 Dear Fahmi Karam: We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K Furnished February 22, 2024 Exhibit 99.2 Upbound Group, Inc. Earnings Release Fourth Quarter and Full Year 2023 Results & Key Metrics Fourth Quarter Consolidated Results, page 1 1.Please present the most directly comparable GAAP measure "net income" for Adjusted EBITDA for fourth quarter and full year 2023 operating results. This applies to other charts in Exhibit 99.2 where you present and discuss operating profit as the most directly comparable GAAP measure for Adjusted EBITDA. This comment also applies to your Investor Presentation in Exhibit 99.3. Refer to Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Reconciliation of operating profit (loss) to Adjusted EBITDA (consolidated and by segment) Three months ended December 31, 2023 and 2022 Years Ended December 31, 2023 and 2022, page 15
FirstName LastNameFahmi Karam Comapany NameUpbound Group, Inc. April 17, 2024 Page 2 FirstName LastName Fahmi Karam Upbound Group, Inc. April 17, 2024 Page 2 2.Please reconcile "Adjusted EBITDA" to the most directly comparable GAAP measure "net income" for the three months and years ended December 31, 2023 and 2022. This comment also applies to your Investor Presentation in Exhibit 99.3. Refer to Question 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Exhibit 99.3 Investor Presentation Supplemental Segment Performance Details - Including Non-GAAP Adjustments, page 24 3.It appears you remove "other charges" in arriving at non-GAAP operating expenses. Please describe the nature of the other charges and quantify each component therein to the extent material. Also, disclose why you believe it is appropriate to adjust for these charges and why it is meaningful to investors to do so. Further, describe the operating expenses adjusted to remove other charges as non-GAAP for clarity. Refer to Item 10(e)(1)(i)(C) of Regulation S-K. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
Show Raw Text
United States securities and exchange commission logo
April 17, 2024
Fahmi Karam
Chief Financial Officer
Upbound Group, Inc.
5501 Headquarters Drive
Plano, TX 75024
Re:Upbound Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K Furnished February 22, 2024
File No. 001-38047
Dear Fahmi Karam:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K Furnished February 22, 2024
Exhibit 99.2 Upbound Group, Inc. Earnings Release
Fourth Quarter and Full Year 2023 Results & Key Metrics
Fourth Quarter Consolidated Results, page 1
1.Please present the most directly comparable GAAP measure "net income" for Adjusted
EBITDA for fourth quarter and full year 2023 operating results. This applies to other
charts in Exhibit 99.2 where you present and discuss operating profit as the most directly
comparable GAAP measure for Adjusted EBITDA. This comment also applies to your
Investor Presentation in Exhibit 99.3. Refer to Question 102.10(a) of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Reconciliation of operating profit (loss) to Adjusted EBITDA (consolidated and by segment)
Three months ended December 31, 2023 and 2022
Years Ended December 31, 2023 and 2022, page 15
FirstName LastNameFahmi Karam
Comapany NameUpbound Group, Inc.
April 17, 2024 Page 2
FirstName LastName
Fahmi Karam
Upbound Group, Inc.
April 17, 2024
Page 2
2.Please reconcile "Adjusted EBITDA" to the most directly comparable GAAP measure
"net income" for the three months and years ended December 31, 2023 and 2022. This
comment also applies to your Investor Presentation in Exhibit 99.3. Refer to Question
103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Exhibit 99.3 Investor Presentation
Supplemental Segment Performance Details - Including Non-GAAP Adjustments, page 24
3.It appears you remove "other charges" in arriving at non-GAAP operating expenses.
Please describe the nature of the other charges and quantify each component therein to the
extent material. Also, disclose why you believe it is appropriate to adjust for these charges
and why it is meaningful to investors to do so. Further, describe the operating expenses
adjusted to remove other charges as non-GAAP for clarity. Refer to Item 10(e)(1)(i)(C) of
Regulation S-K.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services