NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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|
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NOTE 1.
|
BASIS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Description of Business
Aaron's, Inc. (the "Company") is a leading omnichannel provider of lease-purchase solutions. As of
March 31, 2018
, the Company's operating segments are Progressive Leasing, Aaron's Business and DAMI.
Progressive Leasing is a virtual lease-to-own company that provides lease-purchase solutions in
46
states and the District of Columbia. It does so by purchasing merchandise from third-party retailers desired by those retailers' customers and, in turn, leasing that merchandise to the customers through a lease-to-own transaction. Progressive Leasing consequently has no stores of its own, but rather offers lease-purchase solutions to the customers of traditional retailers.
The Aaron's Business offers furniture, consumer electronics, home appliances and accessories to consumers primarily with a month-to-month, lease-to-own agreement with no credit needed through the Company's Aaron's-branded stores in the United States and Canada and e-commerce website. This operating segment also supports franchisees of its Aaron's-branded stores. In addition, the Aaron's Business segment also includes the operations of Woodhaven Furniture Industries, which manufactures and supplies the majority of the upholstered furniture and bedding leased and sold in Company-operated and franchised stores.
DAMI partners with merchants to provide a variety of revolving credit products originated through two third-party federally insured banks to customers that may not qualify for traditional prime lending (called "second-look" financing programs).
On
July 27, 2017
, the Company acquired substantially all of the assets of the store operations of its largest franchisee. The Company also acquired the store operations of a total of six other franchisees during the
three months ended March 31, 2018
and the year ended
December 31, 2017
. Refer to Note 2 to these condensed consolidated financial statements for additional discussion on franchisee acquisitions.
The following table presents active doors for Progressive Leasing:
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|
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|
|
|
|
Active Doors at March 31 (Unaudited)
|
2018
|
|
2017
|
|
Progressive Leasing Active Doors
1
|
20,434
|
|
|
18,627
|
|
1
An active door is a retail store location at which at least
one
virtual lease-to-own transaction has been completed during the trailing three month period.
The following table presents store count by ownership type for the Aaron's Business operations:
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|
Stores as of March 31 (Unaudited)
|
2018
|
|
2017
|
|
Company-operated Aaron's Branded Stores
|
1,182
|
|
|
1,155
|
|
|
Franchised Stores
|
537
|
|
|
688
|
|
|
Systemwide Stores
|
1,719
|
|
|
1,843
|
|
Basis of Presentation
The preparation of the Company's condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Generally, actual experience has been consistent with management's prior estimates and assumptions. Management does not believe these estimates or assumptions will change significantly in the future absent unidentified and unforeseen events.
The accompanying unaudited condensed consolidated financial statements do not include all information required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2017
(the "
2017
Annual Report") filed with the U.S. Securities and Exchange Commission on March 1, 2018. The results of operations for the
three
months ended
March 31, 2018
are not necessarily indicative of operating results for the full year.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Principles of Consolidation and Variable Interest Entities
The condensed consolidated financial statements include the accounts of Aaron's, Inc. and its subsidiaries, each of which is wholly owned. Intercompany balances and transactions between consolidated entities have been eliminated.
The Company holds notes issued by Perfect Home Holdings Limited ("Perfect Home"), a privately-held consumer financing company based in the U.K. that is primarily financed by share capital and senior debt. Perfect Home is a variable interest entity ("VIE") because it does not have sufficient equity at risk. However, the Company is not the primary beneficiary and does not consolidate Perfect Home since the Company lacks power through voting or similar rights to direct the activities that most significantly affect Perfect Home's economic performance. The Company's maximum exposure to any losses associated with this VIE is equal to its total recorded investment, which is
$20.5 million
as of
March 31, 2018
.
Accounting Policies and Estimates
See Note 1 to the consolidated financial statements in the
2017
Annual Report.
Earnings Per Share
Earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. The computation of earnings per share assuming dilution includes the dilutive effect of stock options, restricted stock units ("RSUs"), restricted stock awards ("RSAs") and performance share units ("PSUs") (collectively, "share-based awards") as determined under the treasury stock method. The following table shows the calculation of dilutive share-based awards:
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|
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|
|
|
|
|
|
Three Months Ended
March 31,
|
|
(Shares In Thousands)
|
2018
|
|
2017
|
|
Weighted Average Shares Outstanding
|
70,105
|
|
|
71,318
|
|
|
Dilutive Effect of Share-Based Awards
|
1,913
|
|
|
1,068
|
|
|
Weighted Average Shares Outstanding Assuming Dilution
|
72,018
|
|
|
72,386
|
|
Approximately
187,000
and
530,000
weighted-average share-based awards were excluded from the computations of earnings per share assuming dilution during the
three
months ended
March 31, 2018
and
2017
, respectively, as the awards would have been anti-dilutive for the periods presented.
Revenue Recognition
Lease Revenues and Fees
The Company provides merchandise, consisting of furniture, consumer electronics, computers, appliances and household accessories, to its customers for lease under certain terms agreed to by the customer. The Company's Aaron's Business stores offer leases with month-to-month terms that can be renewed up to
12
,
18
or
24 months
. The Company's Progressive Leasing segment offers virtual lease-purchase solutions, typically over
12 months
, to the customers of traditional retailers. The Company does not require deposits upon inception of customer agreements. The customer has the right to acquire ownership either through a purchase option or through payment of all required lease payments.
Aaron's Business lease revenues are recognized as revenue net of related sales taxes in the month they are due. Lease payments received prior to the month due are recorded as deferred lease revenue, and this amount is included in customer deposits and advance payments in the accompanying condensed consolidated balance sheets.
Progressive Leasing lease revenues are earned prior to the lease payment due date and are recorded net of related sales taxes as earned. Revenue recorded prior to the payment due date results in unbilled accounts receivable in the accompanying condensed consolidated balance sheets.
All of the Company's customer agreements are considered operating leases. The Company maintains ownership of the lease merchandise until all payment obligations are satisfied under sales and lease ownership agreements. Initial direct costs related to Progressive Leasing's lease purchase agreements are capitalized as incurred and amortized over the estimated lease term. The capitalized costs have been classified within prepaid expenses and other assets in the accompanying consolidated balance sheets. Initial direct costs related to Aaron's Business customer agreements are expensed as incurred and have been classified as operating expenses in the Company's consolidated statements of earnings. The statement of earnings effects of expensing the initial direct costs of the Aaron's Business as incurred are not materially different from amortizing initial direct costs over the lease term.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Retail and Non-Retail Sales
Revenues from the sale of merchandise to franchisees are recognized when control transfers to the franchisee, which is upon its receipt of the merchandise. Revenues from the sale of merchandise to other customers are recognized at the time of shipment, at which time control is transferred to the customer.
Substantially all of the amounts reported as non-retail sales and non-retail cost of sales in the accompanying condensed consolidated statements of earnings relate to the sale of lease merchandise to franchisees. The Company classifies the sale of merchandise to other customers as retail sales in the consolidated statements of earnings.
Franchise Royalties and Fees
The Company franchises its Aaron's stores in markets where the Company has no immediate plans to enter. Franchisees pay an ongoing royalty of
6%
of the weekly cash revenue collections, which is recognized as the fees become due.
In addition, franchisees typically pay a non-refundable initial franchise fee from
$15,000
to
$50,000
depending upon market size. Franchise fees and area development fees are generated from the sale of rights to develop, own and operate sales and lease ownership stores and pre-opening services provided by Aaron's to assist in the start-up operations of the stores. The Company considers the rights to the intellectual property and the pre-opening services to be a single performance obligation, resulting in the recognition of revenue ratably over time from the store opening date throughout the remainder of the franchise agreement term. The Company believes that this period of time is most representative of the time period in which the customer realizes the benefits of having the right to access the Company's intellectual property. The deferred revenue balance related to initial franchise fees is
$2.8 million
as of
March 31, 2018
and is included in customer deposits and advance payments on the condensed consolidated balance sheets. Revenue related to initial franchise fees recognized during the
three months ended March 31, 2018
was
$0.3 million
.
The Company guarantees certain debt obligations of some of the franchisees and receives guarantee fees based on the outstanding debt obligations of such franchisees. The Company recognizes finance fee revenue as the guarantee obligation is satisfied. Refer to Note 5 of these condensed consolidated financial statements for additional discussion of the Company's franchise-related guarantee obligation. The Company also charges fees for advertising efforts that benefit the franchisees. Such fees are recognized at the time the advertising takes place and are presented as franchise royalties and fees in the Company's condensed consolidated statements of earnings.
Initial direct costs related to the pre-opening services provided to franchisees are immaterial and are expensed as incurred. These expenses have been classified as operating expenses in the Company's condensed consolidated statements of earnings.
Interest and Fees on Loans Receivable
DAMI extends or declines credit to an applicant through its bank partners based upon the applicant's credit rating and other factors. Qualifying applicants receive a credit card to finance their initial purchase and to use in subsequent purchases at the merchant or other participating merchants for an initial
24
-month period, which DAMI may renew if the cardholder remains in good standing.
DAMI acquires the loan receivable from merchants through its third-party bank partners at a discount from the face value of the loan. The discount is comprised of a merchant fee discount and a promotional fee discount.
The merchant fee discount represents a pre-negotiated, nonrefundable discount that generally ranges from
3%
to
25%
of the loan face value. The discount is designed to cover the risk of loss related to the portfolio of cardholder charges and DAMI's direct origination costs. The merchant fee discount and origination costs are netted on the condensed consolidated balance sheet in loans receivable. Cardholders generally have an initial
24
-month period that the card is active. The merchant fee discount, net of the origination costs, is amortized on a net basis and is recorded as interest and fee revenue on loans receivable in the condensed consolidated statements of earnings on a straight-line basis over the initial
24
-month period.
The discount from the face value of the loan on the acquisition of the loan receivable from the merchant through the third-party bank partners also includes a promotional fee discount, which generally ranges from
1%
to
8%
. The promotional fee discount is intended to compensate the holder of the loan receivable (e.g. DAMI) for deferred or reduced interest rates that are offered to the cardholder for a specified period on the outstanding loan balance (generally for
six
,
12
or
18 months
). The promotional fee discount is amortized as interest and fee revenue on loans receivable in the condensed consolidated statements of earnings on a straight-line basis over the promotional interest period (i.e., over
six
,
12
or
18 months
, depending on the promotion). The unamortized promotional fee discount is netted on the condensed consolidated balance sheet in loans receivable.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The customer is required to make periodic minimum payments that are generally
3.5%
of the outstanding loan balance, which includes outstanding interest. Fixed and variable interest rates, typically
17.90%
to
29.99%
, are compounded daily for cards that do not qualify for deferred or reduced interest promotional periods. Interest income, which is recognized based upon the amount of the loans outstanding, is recognized as interest and fees on loans receivable in the billing period in which they are assessed if collectability is reasonably assured. For credit cards that provide for deferred or reduced interest, if the balance is not paid off during the promotional period, interest is billed to the customers at standard rates and the cumulative amount owed is charged to the cardholder account in the month that the promotional period expires or defaults. The Company recognizes interest revenue during the promotional period based on its historical experience related to cardholders that fail to pay off balances during the promotional period.
Annual fees are charged to cardholders at the commencement of the loan and on each subsequent anniversary date. Annual fees are deferred and recognized into revenue on a straight-line basis over a one year period. Under the provisions of the credit card agreements, the Company also may assess fees for service calls or for missed or late payments, which are recognized as revenue in the billing period in which they are assessed if collectability is reasonably assured.
Investments
At
March 31, 2018
and
December 31, 2017
, investments classified as held-to-maturity securities consisted of British pound-denominated notes issued by Perfect Home, which is based in the U.K. The Perfect Home Notes ("Notes") consisted of outstanding principal and accrued interest of
£14.6 million
(
$20.5 million
) and
£15.1 million
(
$20.4 million
) at
March 31, 2018
and
December 31, 2017
, respectively. The Notes are classified as held-to-maturity securities because the Company has the positive intent and ability to hold the investments to maturity. The Perfect Home notes are carried at amortized cost in investments in the condensed consolidated balance sheets. The British pound-denominated notes are remeasured into U.S. dollars at each period end with remeasurement gains and losses recorded as a component of
other non-operating income, net
in the condensed consolidated statements of earnings. As a result of Perfect Home's constrained liquidity, the Company ceased accruing additional interest income of the annualized
12%
stated interest rate on the Notes effective April 1, 2017.
On December 5, 2017, Perfect Home entered into an agreement with a third party to obtain alternative sources of senior debt financing. In connection with that transaction, the Company also entered into agreements with Perfect Home to extend and refinance its debt investment in Perfect Home with the following terms: (i) payment of
£2.0 million
of the outstanding Note balance due to the Company upon closing of the refinanced agreement, which was paid in December 2017 and reduced the outstanding investment balance recorded in the Company's consolidated balance sheets; (ii) extension of the maturity date to the earlier of December 31, 2019 or the occurrence of certain events such as a sale of Perfect Home or initial public offering; and (iii) issuance of warrants to buy non-voting shares of Perfect Home stock with a purchase price of
£0.00001
per share. The interest rate remains
12%
under the refinanced agreement, which we believe approximates market rates for investments of similar credit quality. During the
three months ended March 31, 2018
, the Company received
$0.7 million
in cash interest payments from Perfect Home, which were recorded as a reduction to the carrying value of the investment.
In light of the additional financing obtained by Perfect Home, which may lead to improvement in Perfect Home's future operating results and the Company's security interest, the Company believes
no
impairment has occurred as of
March 31, 2018
. The Company continues to retain a subordinated security interest in the assets of Perfect Home, which consists primarily of outstanding loans receivable, merchandise inventory and cash. As of March 31, 2018, Perfect Home was not in compliance with certain of the Notes' covenants and certain covenants of the senior lender's debt agreement. The Company does not expect to receive any additional cash interest payments until Perfect Home comes into compliance with the covenants of both the Notes and the senior lender's debt agreement. The Notes will remain on nonaccrual status until Perfect Home comes into compliance with the Notes and demonstrates it has the ability to make consistent cash payments on the remaining Note balance. If Perfect Home fails to execute on its business strategy to improve operating results, there could be a change in the valuation of the Notes that may result in an impairment loss in future periods.
Accounts Receivable
Accounts receivable consist primarily of receivables due from customers of Progressive Leasing and Company-operated stores, corporate receivables incurred during the normal course of business (primarily for real estate leasing activities and vendor consideration) and franchisee obligations.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accounts receivable, net of allowances, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
Customers
|
$
|
43,797
|
|
|
$
|
48,661
|
|
|
Corporate
|
11,893
|
|
|
23,431
|
|
|
Franchisee
|
25,743
|
|
|
27,795
|
|
|
Accounts Receivable
|
$
|
81,433
|
|
|
$
|
99,887
|
|
The following table shows the amounts recognized for bad debt expense and provision for returns and uncollected payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
(In Thousands)
|
2018
|
|
2017
|
|
Bad Debt Expense
|
$
|
46,542
|
|
|
$
|
31,985
|
|
|
Provision for Returns and Uncollected Renewal Payments
|
4,916
|
|
|
4,150
|
|
|
Accounts Receivable Provision
|
$
|
51,458
|
|
|
$
|
36,135
|
|
Refer to Note 1 to the consolidated financial statements in the
2017
Annual Report for information on the Company's accounting policy for the accounts receivable provision.
Lease Merchandise
The Company's lease merchandise consists primarily of furniture, consumer electronics, home appliances and accessories and is recorded at the lower of cost or net realizable value. The cost of merchandise manufactured by our Woodhaven Furniture Industries operations is recorded at cost and includes overhead from production facilities, shipping costs and warehousing costs. The Company-operated stores begin depreciating merchandise at the earlier of twelve months and one day or when the item is leased and depreciate merchandise to a
0%
salvage value over the lease agreement period when on lease, generally
12
to
24 months
, and generally
36 months
when not on lease. The Company's Progressive Leasing segment, at which substantially all merchandise is on lease, depreciates merchandise generally over
12
months. Depreciation is accelerated upon early payout.
The following is a summary of lease merchandise, net of accumulated depreciation and allowances:
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
Merchandise on Lease
|
$
|
903,133
|
|
|
$
|
908,268
|
|
|
Merchandise not on Lease
|
228,963
|
|
|
243,867
|
|
|
Lease Merchandise, net of Accumulated Depreciation and Allowances
|
$
|
1,132,096
|
|
|
$
|
1,152,135
|
|
The Company's policies require weekly lease merchandise counts at its store-based operations, which include write-offs for unsalable, damaged, or missing merchandise inventories. In addition to monthly cycle counting, full physical inventories are generally taken at the fulfillment and manufacturing facilities annually and appropriate provisions are made for missing, damaged and unsalable merchandise. In addition, the Company monitors lease merchandise levels and mix by division, store, and fulfillment center, as well as the average age of merchandise on hand. If obsolete lease merchandise cannot be returned to vendors, its carrying amount is adjusted to its net realizable value or written off.
All lease merchandise is available for lease or sale. On a monthly basis, all damaged, lost or unsalable merchandise identified is written off. The Company records a provision for write-offs on the allowance method, which estimates the merchandise losses incurred but not yet identified by management as of the end of the accounting period based on historical write-off experience. The provision for write-offs is included in operating expenses in the accompanying condensed consolidated statements of earnings.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table shows the components of the allowance for lease merchandise write-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
(In Thousands)
|
2018
|
|
2017
|
|
Beginning Balance
|
$
|
35,629
|
|
|
$
|
33,399
|
|
|
Merchandise Written off, net of Recoveries
|
(40,511
|
)
|
|
(30,140
|
)
|
|
Provision for Write-offs
|
44,470
|
|
|
30,790
|
|
|
Ending Balance
|
$
|
39,588
|
|
|
$
|
34,049
|
|
Loans Receivable, Net
Gross loans receivable represents the principal balances of credit card charges at DAMI's participating merchants that remain outstanding to cardholders, plus unpaid interest and fees due from cardholders. The allowances and unamortized fees represents an allowance for uncollectible amounts; merchant fee discounts, net of capitalized origination costs; promotional fee discounts; and deferred annual card fees.
Loans acquired in the October 15, 2015 DAMI acquisition (the "Acquired Loans") were recorded at their estimated fair value at the acquisition date. The projected net cash flows from expected payments of principal, interest, fees and servicing costs and anticipated charge-offs were included in the determination of fair value; therefore, an allowance for loan losses and an amount for unamortized fees were not recognized for the Acquired Loans. The difference, or discount, between the expected cash flows to be received and the fair value of the Acquired Loans is accreted to interest and fees on loans receivable based on the effective interest method. At each period end, the Company evaluates the appropriateness of the accretable discount on the Acquired Loans based on actual and revised projected future cash receipts.
Losses on loans receivable are recognized when they are incurred, which requires the Company to make its best estimate of probable losses inherent in the portfolio. The Company evaluates loans receivable collectively for impairment. The method for calculating the best estimate of probable losses takes into account the Company's historical experience, adjusted for current conditions and the Company's judgment concerning the probable effects of relevant observable data, trends and market factors. Economic conditions and loan performance trends are closely monitored to manage and evaluate exposure to credit risk. Trends in delinquency ratios are an indicator of credit risk within the loans receivable portfolio, including the migration of loans between delinquency categories over time (roll rates). Charge-off rates represent another indicator of the potential for future credit losses. The risk in the loans receivable portfolio is correlated with broad economic trends, such as unemployment rates, gross domestic product growth and gas prices, which can have a material effect on credit performance. To the extent that actual results differ from estimates of uncollectible loans receivable, the Company's results of operations and liquidity could be materially affected.
The Company calculates the allowance for loan losses based on actual delinquency balances and historical average loss experience on loans receivable by aging category for the prior eight quarters. The allowance for loan losses is maintained at a level considered adequate to cover probable losses of principal, interest and fees on active loans in the loans receivable portfolio. The adequacy of the allowance is evaluated at each period end.
Delinquent loans receivable are those that are
30
days or more past due based on their contractual billing dates. The Company places loans receivable on nonaccrual status when they are greater than
90
days past due or upon notification of cardholder bankruptcy, death or fraud. The Company discontinues accruing interest and fees and amortizing merchant fee discounts and promotional fee discounts for loans receivable in nonaccrual status. Loans receivable are removed from nonaccrual status when cardholder payments resume, the loan becomes
90
days or less past due and collection of the remaining amounts outstanding is deemed probable. Payments received on nonaccrual loans are allocated according to the same payment hierarchy methodology applied to loans that are accruing interest. Loans receivable are charged off at the end of the month following the billing cycle in which the loans receivable become
120
days past due.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
DAMI extends or declines credit to an applicant through its bank partners based upon the applicant's credit rating. Below is a summary of the credit quality of the Company's loan portfolio as of
March 31, 2018
and
December 31, 2017
by Fair Isaac and Company (FICO) score as determined at the time of loan origination:
|
|
|
|
|
|
|
|
|
|
FICO Score Category
|
March 31, 2018
|
|
December 31, 2017
|
|
600 or Less
|
2.0
|
%
|
|
1.7
|
%
|
|
Between 600 and 700
|
77.0
|
%
|
|
76.5
|
%
|
|
700 or Greater
|
21.0
|
%
|
|
21.8
|
%
|
Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
Prepaid Expenses
|
$
|
38,692
|
|
|
$
|
31,509
|
|
|
Prepaid Insurance
|
32,722
|
|
|
36,735
|
|
|
Assets Held for Sale
|
9,853
|
|
|
10,118
|
|
|
Deferred Tax Asset
|
7,556
|
|
|
11,589
|
|
|
Other Assets
|
28,741
|
|
|
26,548
|
|
|
Prepaid Expenses and Other Assets
|
$
|
117,564
|
|
|
$
|
116,499
|
|
Assets Held for Sale
Certain properties, consisting of parcels of land and commercial buildings, met the held for sale classification criteria as of
March 31, 2018
and
December 31, 2017
. Assets held for sale are recorded at the lower of their carrying value or fair value less estimated cost to sell and are classified within prepaid expenses and other assets in the condensed consolidated balance sheets. Depreciation is suspended on assets upon classification to held for sale.
The carrying amount of the properties held for sale as of
March 31, 2018
and
December 31, 2017
is
$9.9 million
and
$10.1 million
, respectively. The Company estimated the fair values of real estate properties using the market values for similar properties. These properties are considered Level 2 assets as defined below.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
Accounts Payable
|
$
|
68,419
|
|
|
$
|
80,821
|
|
|
Accrued Insurance Costs
|
40,799
|
|
|
41,680
|
|
|
Accrued Salaries and Benefits
|
46,834
|
|
|
46,511
|
|
|
Accrued Real Estate and Sales Taxes
|
33,224
|
|
|
31,054
|
|
|
Deferred Rent
|
29,535
|
|
|
29,912
|
|
|
Other Accrued Expenses and Liabilities
|
70,200
|
|
|
74,832
|
|
|
Accounts Payable and Accrued Expenses
|
$
|
289,011
|
|
|
$
|
304,810
|
|
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Debt
At
March 31, 2018
, the Company was in compliance with all covenants related to its outstanding debt. See Note 7 to the consolidated financial statements in the
2017
Annual Report for further information regarding the Company's indebtedness.
Income Taxes
On December 22, 2017, the President signed the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act, among other things, (i) lowered the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018; (ii) provided for 100% expense deduction of certain qualified depreciable assets, which includes the Company's lease merchandise inventory, purchased after September 27, 2017 (but would be phased down starting in 2023); and (iii) failed to extend the manufacturing deduction that expired in 2017 under previous tax legislation. Consequently, the Company remeasured its net deferred tax liabilities as of
December 31, 2017
using the lower U.S. corporate income tax rate, which resulted in a provisional estimated
$140 million
non-cash income tax benefit recognized during the year ended
December 31, 2017
. In connection with the provisional analysis, the Company recorded additional income tax expense of
$0.2 million
during the
three months
ended
March 31, 2018
.
This estimated tax benefit recorded related to the Tax Act may differ, possibly materially, due to, among other things, further refinement of our federal and state calculations, changes in interpretations and assumptions that we have made, and additional guidance that may be issued by the U.S. Government. We will complete our analysis over a one-year measurement period ending December 22, 2018, and any further adjustments during this measurement period will be included in net earnings as an adjustment to income tax expense (benefit) in the reporting period when such adjustments are determined.
Accumulated Other Comprehensive
Income
Changes in accumulated other comprehensive
income
for the
three months
ended
March 31, 2018
are as follows:
|
|
|
|
|
|
|
|
(In Thousands)
|
Foreign Currency
|
|
Balance at January 1, 2017
|
$
|
774
|
|
|
Other Comprehensive Loss
|
(477
|
)
|
|
Balance at March 31, 2018
|
$
|
297
|
|
There were
no
reclassifications out of accumulated other comprehensive
income
for the
three months
ended
March 31, 2018
.
Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Valuations based on unobservable inputs reflecting the Company's own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
The Company measures assets held for sale at fair value on a nonrecurring basis and records impairment charges when they are deemed to be impaired. The Company maintains certain financial assets and liabilities, including investments and fixed-rate long-term debt, that are not measured at fair value but for which fair value is disclosed.
The fair values of the Company's other current financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable, approximate their carrying values due to their short-term nature. The fair value for the loans receivable, net of allowances, and the revolving credit borrowings also approximate their carrying amounts.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Related Party Transactions
Aaron Ventures I, LLC, which we refer to as “Aaron Ventures,” was formed in December 2002 for the purpose of acquiring properties from the Company and leasing them back to the Company and is controlled by certain of the Company’s current and former executives. Aaron Ventures purchased a combined total of
21
properties from the Company in 2002 and 2004, and leased the properties back to the Company. As of
March 31, 2018
, the Company had
eight
remaining capital leases and
ten
remaining operating leases with Aaron Ventures with lease expiration dates between 2019 and 2026. During late 2017 and early 2018,
16
of the leases were renegotiated with Aaron Ventures. The
eight
capital leases have aggregate annual rental payments of approximately
$0.6 million
. The rate of interest implicit in the leases is approximately
9.7%
. The land and buildings, associated depreciation expense and lease obligations are recorded in the Company's condensed consolidated financial statements. The
ten
operating leases have aggregate annual rental payments of approximately
$0.8 million
.
Supplemental Disclosure of Noncash Investing Transactions
During the
three months
ended
March 31, 2018
, the Company entered into exchange transactions to acquire and sell certain customer agreements and related lease merchandise with third parties which are accounted for as asset acquisitions and asset disposals. The fair value of the non-cash consideration exchanged in these transactions was
$0.4 million
.
In addition, the purchase price for the acquisition of certain franchisees made during the
three months
ended
March 31, 2018
included the non-cash settlement of pre-existing accounts receivable the franchisees owed the Company of
$0.2 million
. This non-cash consideration has been excluded from the line "Outflows on Acquisitions of Businesses and Customer Agreements, Net of Cash Acquired" in the investing activities section of the condensed consolidated statement of cash flows.
Hurricane Impact
During the third and fourth quarters of 2017, Hurricanes Harvey and Irma impacted the Company in the form of: (i) property damages (primarily in-store and on-lease merchandise, store leasehold improvements and furniture and fixtures) and employee assistance payments; (ii) increased customer-related accounts receivable allowances and lease merchandise allowances primarily in the impacted areas; (iii) lost lease revenue due to store closures of Aaron's Business and Progressive Leasing retail partners; and (iv) lost lease revenue due to the postponing of customer payments in the impacted areas. During the
three months
ended
March 31, 2018
, the Company received partial cash payments of
$0.4 million
from its insurers related to the property damage claims. As of
March 31, 2018
, the Company has an insurance receivable for property-related damages of
$3.1 million
, which the Company believes is probable of receipt.
Recent Accounting Pronouncements
Adopted
Revenue Recognition.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers ("Topic 606").
ASU 2014-09 replaces substantially all existing revenue recognition guidance with a single, comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods and services to customers at the amount to which it expects to be entitled in exchange for transferring those goods or services. On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning on January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
The standard changed the timing of recognition of store pre-opening revenue from franchisees. Previously, the Company's accounting policy was to recognize initial franchise store pre-opening revenue when earned, which is generally when a new store opens. Under the new standard, the initial franchise pre-opening services are not considered distinct from the continuing franchise services as they would not transfer a benefit to the franchisee directly without use of the franchise license and should be bundled with the franchise license as a single performance obligation. As a result, the pre-opening revenues will be recognized from the store opening date over the remaining life of the franchise license term.
The standard also changed the presentation of certain fees charged to franchisees, primarily advertising fees. Previously, there was diversity in practice and advertising fees charged to franchisees were recorded as a reduction to advertising expense, which is classified within operating expenses in the consolidated statements of earnings. The new standard resulted in the presentation of advertising fees charged to franchisees to be reported as franchise royalties and fee revenue in the consolidated statements of earnings, instead of a reduction to advertising expense.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The changes associated with the adoption of Topic 606 will not require significant changes to controls and procedures around the revenue recognition process. The Company adopted the standard on January 1, 2018 using the modified retrospective approach and recorded a pre-tax adjustment to opening retained earnings and deferred revenue of
$2.4 million
on January 1, 2018. The Company expects to recognize such amounts in revenue over an average of the next
5 years
.
The impact of adoption on the condensed consolidated statements of earnings and balance sheets was as follows:
Condensed Consolidated Statements of Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
(In Thousands)
|
As Reported
|
Balance Without ASC 606 Adoption
|
Effect of Change Higher/(Lower)
|
|
Franchise Royalties and Fees
|
$
|
12,862
|
|
$
|
10,766
|
|
$
|
2,096
|
|
|
Operating Expenses
|
390,232
|
|
388,396
|
|
1,836
|
|
|
OPERATING PROFIT
|
70,064
|
|
69,804
|
|
260
|
|
|
EARNINGS BEFORE INCOME TAXES
|
66,752
|
|
66,492
|
|
260
|
|
|
INCOME TAXES
|
14,506
|
|
14,442
|
|
64
|
|
|
NET EARNINGS
|
$
|
52,246
|
|
$
|
52,050
|
|
$
|
196
|
|
Condensed Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2018
|
|
(In Thousands)
|
As Reported
|
Balance Without ASC 606 Adoption
|
Effect of Change Higher/(Lower)
|
|
Deferred Income Taxes Payable
|
$
|
241,137
|
|
$
|
241,696
|
|
$
|
(559
|
)
|
|
Customer Deposits and Advance Payments
|
74,150
|
|
72,058
|
|
2,092
|
|
|
Total Liabilities
|
962,817
|
|
961,284
|
|
1,533
|
|
|
Retained Earnings
|
1,867,895
|
|
1,869,428
|
|
(1,533
|
)
|
|
Total Shareholders’ Equity
|
1,756,192
|
|
1,757,725
|
|
(1,533
|
)
|
|
Total Liabilities & Shareholders’ Equity
|
$
|
2,719,009
|
|
$
|
2,719,009
|
|
$
|
—
|
|
Condensed Comprehensive Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
(In Thousands)
|
As Reported
|
Balance Without ASC 606 Adoption
|
Effect of Change Higher/(Lower)
|
|
Net Earnings
|
52,246
|
|
52,050
|
|
196
|
|
|
Comprehensive Income
|
$
|
51,769
|
|
$
|
51,573
|
|
$
|
196
|
|
Business Combinations
. In January 2017, the FASB issued ASU 2017-01,
Clarifying the Definition of a Business
. The objective of the update is to add guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The Company prospectively adopted this ASU in the first quarter of 2018.
The new standard results in certain store acquisitions (or disposals) which do not transfer a substantive process to be accounted for as asset acquisitions (or disposals). The Company has identified a separate "expanded customer base" intangible asset, which is separately valued and recorded in asset acquisitions. The "expanded customer base" represents the estimated fair value of the acquisition purchase price paid by the Company for the ability to advertise and execute lease agreements with a larger pool of customers in the respective markets. This intangible asset was previously subsumed in goodwill under the business combinations accounting guidance. In situations in which the purchase price exceeds the fair value of the assets acquired, any remaining economic goodwill is allocated on a relative fair value basis to all acquired assets, including merchandise inventory. In situations in which the fair value of the assets acquired exceeds the purchase price, the acquisition is treated as a bargain purchase with the excess allocated on a relative fair value basis to all assets. This results in the recognition of the initial asset bases at less than fair value, including merchandise inventory.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company routinely enters into arrangements to acquire lease merchandise inventory and the related customer lease agreements of a store; however, the arrangement does not transfer a substantive process. Under ASU 2017-01, these acquisitions result in all of the purchase price getting assigned to definite lived assets, instead of a portion going to goodwill. This results in higher depreciation and amortization expense under the new standard for asset acquisitions that would have been accounted for as business combinations under the prior guidance. Transactions that are now accounted for as asset disposals, instead of business disposals, do not result in the write-off of goodwill as part of the disposal.
The new standard did not have a material impact to the Company's condensed consolidated financial statements during the first quarter of 2018. The future impact of this new standard will depend on the quantity and magnitude of future acquisitions (or disposals) that will be treated as asset acquisitions (or disposals) in accordance with ASU 2017-01.
Pending Adoption
Leases.
In February 2016, the FASB issued ASU 2016-02,
Leases
, which would require lessees to recognize assets and liabilities for most leases and would change certain aspects of today's lessor accounting, among other things. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Companies must use a modified retrospective approach to adopt ASU 2016-02. A majority of the Company's revenue generating activities will be within the scope of ASU 2016-02. The Company has preliminarily determined that the new standard will not materially impact the timing of revenue recognition. The new standard will likely result in the Company classifying bad debt expense incurred within its Progressive Leasing segment as a reduction of lease revenue and fees within the consolidated statements of earnings. The new standard will also impact the Company as a lessee by requiring substantially all of its operating leases to be recognized on the balance sheet as a right-to-use asset and lease liability. The Company plans to elect a package of optional practical expedients which includes the option to retain the current classification of leases entered into prior to January 1, 2019, and thus does not anticipate a material impact to the consolidated statements of earnings or consolidated statements of cash flows. The Company is currently quantifying the impacts of its operating leases to the consolidated financial statements, as well as evaluating the other impacts of adopting ASU 2016-02, and intends to adopt the new standard in the first quarter of 2019.
Financial Instruments - Credit Losses
. In June 2016, the FASB issued ASU 2016-13,
Measurement of Credit Losses on Financial Instruments.
The main objective of the update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by companies at each reporting date. For trade and other receivables, held to maturity debt securities and other instruments, companies will be required to use a new forward-looking "expected losses" model that generally will result in the recognition of allowances for losses earlier than under current accounting guidance. The standard will be adopted on a prospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company has not yet determined the potential effects of adopting ASU 2016-13 on its consolidated financial statements.
NOTE 2. ACQUISITIONS
Franchisee Acquisition
On
July 27, 2017
, the Company acquired substantially all of the assets and liabilities of the store operations of SEI, the Company's largest franchisee, for approximately
$140 million
in cash. At the time of the acquisition, those store operations served approximately
90,000
customers through
104
Aaron's-branded stores in
11
states primarily in the Northeast. The acquisition is benefiting the Company's omnichannel platform through added scale, strengthening its presence in certain geographic markets, and enhancing Aaron's ability to drive inventory supply-chain synergies between the Aaron's Business and Progressive Leasing in markets the franchisee served.
The acquired operations generated revenues of
$58.3 million
and earnings before income taxes of
$2.5 million
from
July 27, 2017
through
December 31, 2017
and revenues of
$35.2 million
and earnings before income taxes of
$4.2 million
for the
three months ended March 31, 2018
, which are included in our condensed consolidated statements of earnings. Included in the earnings before income taxes of the acquired operations are acquisition-related transaction and transition costs, amortization expense of the various intangible assets recorded from the acquisition and restructuring expenses associated with the closure of several acquired stores. The revenues and earnings before income taxes above have not been adjusted for estimated non-retail sales and franchise royalties and fees and related expenses that the Company could have generated from SEI, as a franchisee, from
July 27, 2017
through
March 31, 2018
had the transaction not been completed.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Acquisition Accounting
The franchisee acquisition has been accounted for as a business combination, and the results of operations of the acquired business are included in the Company’s results of operations from the date of acquisition. The following table presents the summary of the preliminary estimated fair value of the assets acquired and liabilities assumed in the franchisee acquisition as of
December 31, 2017
, as well as measurement period adjustments made during the
three months ended March 31, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
Amounts Recognized as of Acquisition Date (as adjusted)
1
|
|
Acquisition Accounting Adjustments
2
|
|
Amounts Recognized as of Acquisition Date (as adjusted)
|
|
Purchase Price
|
$
|
140,000
|
|
|
$
|
—
|
|
|
$
|
140,000
|
|
|
Settlement of Pre-existing Accounts Receivable SEI owed Aaron's, Inc.
|
3,452
|
|
|
—
|
|
|
3,452
|
|
|
Reimbursement for Insurance Costs
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
|
Working Capital Adjustment
|
188
|
|
|
—
|
|
|
188
|
|
|
Consideration Transferred
|
143,540
|
|
|
—
|
|
|
143,540
|
|
|
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
34
|
|
|
—
|
|
|
34
|
|
|
Receivables
|
1,448
|
|
|
—
|
|
|
1,448
|
|
|
Lease Merchandise
|
40,941
|
|
|
—
|
|
|
40,941
|
|
|
Property, Plant and Equipment
|
8,832
|
|
|
—
|
|
|
8,832
|
|
|
Other Intangibles
3
|
13,578
|
|
|
201
|
|
|
13,779
|
|
|
Prepaid Expenses and Other Assets
|
440
|
|
|
—
|
|
|
440
|
|
|
Total Identifiable Assets Acquired
|
65,273
|
|
|
201
|
|
|
65,474
|
|
|
Accounts Payable and Accrued Expenses
|
(6,534
|
)
|
|
(164
|
)
|
|
(6,698
|
)
|
|
Customer Deposits and Advance Payments
|
(2,500
|
)
|
|
—
|
|
|
(2,500
|
)
|
|
Capital Leases
|
(4,514
|
)
|
|
—
|
|
|
(4,514
|
)
|
|
Total Liabilities Assumed
|
(13,548
|
)
|
|
(164
|
)
|
|
(13,712
|
)
|
|
Goodwill
4
|
91,815
|
|
|
(37
|
)
|
|
91,778
|
|
|
Net Assets Acquired
|
$
|
51,725
|
|
|
$
|
37
|
|
|
$
|
51,762
|
|
1
As previously reported in Note 2 to the consolidated financial statements in the
2017
Annual Report.
2
The acquisition accounting adjustments relate to further information obtained during the period regarding the fair value of assumed favorable and unfavorable property operating leases based on comparable market terms of similar leases based on information that existed as of the acquisition date, which the Company expects to complete prior to the one year anniversary date of the acquisition.
3
Identifiable intangible assets are further disaggregated in the table set forth below.
4
The total goodwill recognized in conjunction with the franchisee acquisition, all of which is expected to be deductible for tax purposes, has been assigned to the Aaron’s Business operating segment. The purchase price exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, primarily due to synergies created from the expected future benefits to the Company’s omnichannel platform, implementation of the Company’s operational capabilities, expected inventory supply chain synergies between the Aaron’s Business and Progressive Leasing, and control of the Company’s brand name in new geographic markets. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The preliminary acquisition accounting presented above is subject to refinement. The Company is still finalizing the valuation of assumed favorable and unfavorable property operating leases as described above and finalizing certain working capital adjustments.
The estimated intangible assets attributable to the franchisee acquisition are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
Fair Value
(in thousands)
|
|
Weighted Average Life
(in years)
|
|
Non-compete Agreements
|
$
|
1,244
|
|
|
5.0
|
|
Customer Lease Contracts
|
2,154
|
|
|
1.0
|
|
Customer Relationships
|
3,215
|
|
|
2.0
|
|
Reacquired Franchise Rights
|
3,640
|
|
|
4.1
|
|
Favorable Operating Leases
|
3,526
|
|
|
11.3
|
|
Total Acquired Intangible Assets
1
|
$
|
13,779
|
|
|
|
1
Acquired definite-lived intangible assets have a total weighted average life of
5.1 years
.
The Company incurred
$2.0 million
of acquisition-related costs in connection with the franchisee acquisition, substantially all of which were incurred during the third quarter of 2017. These costs were included in operating expenses in the condensed consolidated statements of earnings.
Other Acquisitions
In addition to the acquisition discussed above, the Company acquired
17
stores from a total of six other franchisees during the
three months ended March 31, 2018
and the year ended
December 31, 2017
.
Net cash outflows related to the acquisitions of other Aaron's franchisees, other rent-to-own store businesses, and customer contracts aggregated to
$4.8 million
and
$0.6 million
during the
three months ended March 31, 2018
and
2017
, respectively. The effect of these acquisitions on the condensed consolidated financial statements for the
three months ended March 31, 2018
and
2017
was not significant.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3. FAIR VALUE MEASUREMENT
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes financial liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Deferred Compensation Liability
|
$
|
—
|
|
|
$
|
(11,773
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12,927
|
)
|
|
$
|
—
|
|
The Company maintains the Aaron’s, Inc. Deferred Compensation Plan, which is an unfunded, nonqualified deferred compensation plan for a select group of management, highly compensated employees and non-employee directors. The liability is recorded in accounts payable and accrued expenses in the condensed consolidated balance sheets. The liability representing benefits accrued for plan participants is valued at the quoted market prices of the participants’ investment elections, which consist of equity and debt "mirror" funds. As such, the Company has classified the deferred compensation liability as a Level 2 liability.
Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The following table summarizes non-financial assets measured at fair value on a nonrecurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets Held for Sale
|
$
|
—
|
|
|
$
|
9,853
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,118
|
|
|
$
|
—
|
|
Assets classified as held for sale are recorded at the lower of carrying value or fair value less estimated costs to sell, and any adjustment is recorded in
other operating income, net
or restructuring expenses (if the asset is a part of the 2016 or 2017 restructuring program) in the condensed consolidated statements of earnings. The highest and best use of the assets held for sale is as real estate land parcels for development or real estate properties for use or lease; however, the Company has chosen not to develop or use these properties.
Certain Financial Assets and Liabilities Not Measured at Fair Value
The following table summarizes the fair value of assets (liabilities) that are not measured at fair value in the condensed consolidated balance sheets, but for which the fair value is disclosed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Perfect Home Notes
1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,466
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,385
|
|
|
Fixed-Rate Long-Term Debt
2
|
—
|
|
|
(271,429
|
)
|
|
—
|
|
|
—
|
|
|
(273,476
|
)
|
|
—
|
|
|
|
|
|
1
|
The Perfect Home Notes are carried at cost, which approximates fair value. The Company periodically reviews the carrying amount utilizing company-specific transactions or changes in Perfect Home’s financial performance to determine if the Notes are impaired. On December 5, 2017, Perfect Home entered into an agreement with a third party to obtain alternative sources of senior debt financing. In light of the additional financing obtained by Perfect Home and the Company's subordinated security interest in the assets of Perfect Home, which consists primarily of outstanding loans receivable, merchandise inventory and cash, the Company estimated that the carrying amount of its Perfect Home notes approximates fair value and, therefore,
no
impairment was considered to have occurred as of
March 31, 2018
.
|
|
|
|
|
2
|
The fair value of fixed-rate long-term debt is estimated using the present value of underlying cash flows discounted at a current market yield for similar instruments. The carrying amount of fixed-rate long-term debt was
$265.0 million
at
March 31, 2018
and
December 31, 2017
, respectively.
|
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. LOANS RECEIVABLE
The following is a summary of the Company’s loans receivable, net:
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2018
|
|
December 31, 2017
|
|
Credit Card Loans
1
|
$
|
87,608
|
|
|
$
|
89,728
|
|
|
Acquired Loans
2
|
12,819
|
|
|
16,213
|
|
|
Loans Receivable, Gross
|
100,427
|
|
|
105,941
|
|
|
|
|
|
|
|
Allowance for Loan Losses
|
(10,699
|
)
|
|
(11,454
|
)
|
|
Unamortized Fees
|
(7,958
|
)
|
|
(8,375
|
)
|
|
Loans Receivable, Net of Allowances and Unamortized Fees
|
$
|
81,770
|
|
|
$
|
86,112
|
|
1
"Credit Card Loans" are loans originated after the 2015 acquisition of DAMI.
2
"Acquired Loans" are credit card loans the Company purchased in the 2015 acquisition of DAMI.
Included in the table below is an aging of the loans receivable, gross balance:
|
|
|
|
|
|
|
|
|
|
|
|
(Dollar Amounts in Thousands)
|
|
|
|
|
Aging Category
1
|
March 31, 2018
|
|
December 31, 2017
|
|
30-59 days past due
|
5.4
|
%
|
|
7.1
|
%
|
|
60-89 days past due
|
2.8
|
%
|
|
3.6
|
%
|
|
90 or more days past due
|
3.7
|
%
|
|
4.1
|
%
|
|
Past due loans receivable
|
11.9
|
%
|
|
14.8
|
%
|
|
Current loans receivable
|
88.1
|
%
|
|
85.2
|
%
|
|
Balance of Credit Card Loans on Nonaccrual Status
|
$
|
1,835
|
|
|
$
|
2,016
|
|
|
Balance of Loans Receivable 90 or More Days Past Due and Still Accruing Interest and Fees
|
$
|
—
|
|
|
$
|
—
|
|
1
This aging is based on the contractual amounts outstanding for each loan as of period end, and does not reflect the fair value adjustments for the Acquired Loans.
The table below presents the components of the allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
(In Thousands)
|
2018
|
|
2017
|
|
Beginning Balance
1
|
$
|
11,454
|
|
|
$
|
6,624
|
|
|
Provision for Loan Losses
|
4,492
|
|
|
3,743
|
|
|
Charge-offs
|
(5,619
|
)
|
|
(3,287
|
)
|
|
Recoveries
|
372
|
|
|
135
|
|
|
Ending Balance
|
$
|
10,699
|
|
|
$
|
7,215
|
|
1
The Company acquired DAMI on October 15, 2015 and recorded
$89.1 million
of loans receivable as of the acquisition date. No corresponding allowance for loan losses was recorded as the loans receivable were established at fair value in acquisition accounting.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. COMMITMENTS AND CONTINGENCIES
Guarantees
The Company has guaranteed certain debt obligations of some of the franchisees under a franchisee loan program with several banks.
In the event these franchisees are unable to meet their debt service payments or otherwise experience an event of default, the Company would be unconditionally liable for the outstanding balance of the franchisees’ debt obligations under the franchisee loan program, which would be due in full within
90 days
of the event of default. At
March 31, 2018
, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was
$42.9 million
. The Company has recourse rights to franchisee assets securing the debt obligations, which consist primarily of lease merchandise and fixed assets. Since the inception of the franchisee loan program in 1994, the Company has had no significant associated losses. The Company believes the likelihood of any significant amounts being funded by the Company in connection with these guarantees to be remote. The carrying amount of the franchisee-related borrowings guarantee, which is included in accounts payable and accrued expenses in the condensed consolidated balance sheets, is
$0.5 million
as of
March 31, 2018
.
The maximum facility commitment amount under the franchisee loan program is
$85.0 million
, including a Canadian subfacility commitment amount for loans to franchisee that operate stores in Canada (other than the province of Quebec) of CAD
$25.0 million
. The Company is subject to financial covenants under the franchisee loan program that are consistent with the Revolving Credit and Term Loan Agreement, which are more fully described in Note 7 to the consolidated financial statements in the
2017
Annual Report. The Company is in compliance with all covenants at
March 31, 2018
and believes it will continue to be in compliance in the future.
Legal Proceedings
From time to time, the Company is party to various legal and regulatory proceedings arising in the ordinary course of business.
Some of the proceedings to which the Company is currently a party are described below. The Company believes it has meritorious defenses to all of the claims described below, and intends to vigorously defend against the claims. However, these proceedings are still developing and due to the inherent uncertainty in litigation, regulatory and similar adversarial proceedings, there can be no guarantee that the Company will ultimately be successful in these proceedings, or in others to which it is currently a party. Substantial losses from these proceedings or the costs of defending them could have a material adverse impact upon the Company's business, financial position and results of operations.
The Company establishes an accrued liability for legal and regulatory proceedings when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. The Company continually monitors its litigation and regulatory exposure and reviews the adequacy of its legal and regulatory reserves on a quarterly basis. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.
At
March 31, 2018
and
December 31, 2017
, the Company had accrued
$1.5 million
and
$7.3 million
, respectively, for pending legal and regulatory matters for which it believes losses are probable and is the Company's best estimate of its exposure to loss. The Company records these liabilities in accounts payable and accrued expenses in the condensed consolidated balance sheets. The Company estimated that the aggregate range of reasonably possible loss in excess of accrued liabilities for such probable loss contingencies is between
$0
and
$1.0 million
.
At
March 31, 2018
, the Company estimated that the aggregate range of loss for all material pending legal and regulatory proceedings for which a loss is reasonably possible, but less likely than probable (i.e., excluding the contingencies described in the preceding paragraph), is between
$1.0 million
and
$6.0 million
. Those matters for which a reasonable estimate is not possible are not included within estimated ranges and, therefore, the estimated ranges do not represent the Company's maximum loss exposure. The Company’s estimates for legal and regulatory accruals, aggregate probable loss amounts and reasonably possible loss amounts are all subject to the uncertainties and variables described above.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Consumer
In
Margaret Korrow, et al. v. Aaron's, Inc.,
originally filed in the Superior Court of New Jersey, Middlesex County, Law Division on October 26, 2010, plaintiff filed suit on behalf of herself and others similarly situated alleging that the Company is liable in damages to plaintiff and each class member because the Company's lease agreements issued after March 16, 2006 purportedly violated certain New Jersey state consumer statutes. In December 2016, a class notice was mailed to certain individuals who were customers of Company-operated stores in New Jersey from March 16, 2006 to March 31, 2011. The parties participated in a settlement conference and reached tentative settlement terms in March 2017. On September 15, 2017, the parties submitted the final comprehensive settlement agreement to the Court for approval, which the Court approved during the first quarter of 2018. The final settlement was paid to a third party administrator in the first quarter of 2018. That third party began issuing payments to consumers and will continue payment distributions pursuant to the terms of the settlement agreement.
Privacy and Related Matters
In
Crystal and Brian Byrd v. Aaron's, Inc., Aspen Way Enterprises, Inc., John Does (1-100) Aaron's Franchisees and Designerware, LLC,
filed on May 16, 2011, in the United States District Court, Western District of Pennsylvania, plaintiffs allege the Company and its independently owned and operated franchisee Aspen Way Enterprises ("Aspen Way") knowingly violated plaintiffs' privacy in violation of the Electronic Communications Privacy Act ("ECPA") and the Computer Fraud Abuse Act and sought certification of a putative nationwide class. Plaintiffs based these claims on Aspen Way's use of a software program called "PC Rental Agent." Plaintiffs filed an amended complaint, asserting claims under the ECPA, common law invasion of privacy, seeking an injunction, and naming additional independently owned and operated Company franchisees as defendants. Plaintiffs seek monetary damages as well as injunctive relief.
In March 2014, the United States District Court dismissed all claims against all franchisees other than Aspen Way Enterprises, LLC, dismissed claims for invasion of privacy, aiding and abetting, and conspiracy against all defendants, and denied plaintiffs’ motion to certify a class action, but denied the Company’s motion to dismiss the claims alleging ECPA violations. In April 2015, the United States Court of Appeals for the Third Circuit reversed the denial of class certification on the grounds stated by the District Court, and remanded the case back to the District Court for further consideration of that and the other elements necessary for class certification. On September 26, 2017, the District Court again denied plaintiffs' motion for class certification. Plaintiffs have filed a petition with the United States Court of Appeals for the Third Circuit for permission to appeal the denial of class certification. The Company is opposing this petition, and a decision remains pending. In March 2018, the District Court granted plaintiff's motion to reconsider the prior dismissal of the Wyoming invasion of privacy claim. That claim is now under evaluation for class certification.
In
Michael Winslow and Fonda Winslow v. Sultan Financial Corporation, Aaron's, Inc., John Does (1-10), Aaron's Franchisees and Designerware, LLC,
filed on March 5, 2013 in the Los Angeles Superior Court, plaintiffs assert claims against the Company and its independently owned and operated franchisee, Sultan Financial Corporation (as well as certain John Doe franchisees), for unauthorized wiretapping, eavesdropping, electronic stalking, and violation of California's Comprehensive Computer Data Access and Fraud Act and its Unfair Competition Law. Each of these claims arises out of the alleged use of PC Rental Agent software. The plaintiffs are seeking injunctive relief and damages as well as certification of a putative California class. In April 2013, the Company removed this matter to federal court. In May 2013, the Company filed a motion to stay this litigation pending resolution of the
Byrd
litigation, a motion to dismiss for failure to state a claim, and a motion to strike certain allegations in the complaint. The Court subsequently stayed the case. The Company's motions to dismiss and strike certain allegations remain pending. In June 2015, the plaintiffs filed a motion to lift the stay, which was denied in July 2015.
In
Lomi Price v. Aaron's, Inc. and NW Freedom Corporation
, filed on February 27, 2013, in the State Court of Fulton County, Georgia, an individual plaintiff asserts claims against the Company and its independently owned and operated franchisee, NW Freedom Corporation, for invasion of privacy/intrusion on seclusion, computer invasion of privacy and infliction of emotional distress. Each of these claims arises out of the alleged use of PC Rental Agent software. The plaintiff is seeking compensatory and punitive damages. This case has been stayed pending resolution of the
Byrd
litigation.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Securities
Re Aaron's Securities Litigation, f/k/a Arkansas Teacher Retirement System, et al (f/k/a Employees' Retirement System of the City of Baton Rouge) v. Aaron's, Inc., John W. Robinson, III, Ryan K. Woodley, and Gilbert L. Danielson
, was filed on June 16, 2017, in the United States District Court for the Northern District of Georgia. The litigation relates to the temporary drop in Aaron’s stock price following the Company’s announcement of 2015 third quarter results. The complaint alleges that during the period from February 6, 2015 through October 29, 2015, Aaron's made misleading public statements about the Company's expected financial results and business prospects. The allegations underlying the lawsuit principally relate to the loss of certain data feeds experienced by Progressive Leasing beginning in February 2015 and the alleged failure to disclose the same in a timely manner, as well as certain software issues that allegedly hindered the identification of delinquent accounts during certain limited times in 2015. The Company filed a motion to dismiss the lawsuit on December 15, 2017, and oral argument is scheduled for mid-May 2018. The Company believes the claims are without merit and intends to vigorously defend against this lawsuit.
Other Contingencies
The Company is a party to various claims and legal proceedings arising in the ordinary course of business. Management regularly assesses the Company’s insurance deductibles, monitors the Company's litigation and regulatory exposure with the Company's attorneys and evaluates its loss experience. The Company also enters into various contracts in the normal course of business that may subject it to risk of financial loss if counterparties fail to perform their contractual obligations.
Off-Balance Sheet Risk
The Company, through its DAMI business, had unfunded lending commitments totaling
$355.8 million
and
$354.5 million
as of
March 31, 2018
and
December 31, 2017
, respectively. These unfunded commitments arise in the ordinary course of business from credit card agreements with individual cardholders that give them the ability to borrow, against unused amounts, up to the maximum credit limit assigned to their account. While these unfunded amounts represent the total available unused lines of credit, the Company does not anticipate that all cardholders will utilize their entire available line at any given point in time. Commitments to extend unsecured credit are agreements to lend to a cardholder so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The reserve for losses on unfunded loan commitments is calculated by the Company based on historical usage patterns of cardholders after the initial charge and was approximately
$0.6 million
as of
March 31, 2018
and
December 31, 2017
, respectively. The reserve for losses on unfunded loan commitments is included in accounts payable and accrued expenses in the condensed consolidated balance sheets.
See Note 9 to the consolidated financial statements in the
2017
Annual Report for further information.
NOTE 6. SEGMENTS
As of
March 31, 2018
, the Company has
three
operating and reportable segments: Progressive Leasing, Aaron's Business and DAMI.
Progressive Leasing is a leading virtual lease-to-own company that provides lease-purchase solutions on a variety of products, including furniture and bedding, consumer electronics, appliances and jewelry. DAMI offers a variety of second-look financing programs originated through two third-party federally insured banks to customers of participating merchants and, together with Progressive Leasing, allows the Company to provide retail partners with below-prime customers
one
source for financing and leasing transactions.
The Aaron's Business offers furniture, consumer electronics, home appliances and accessories to consumers primarily with a month-to-month, lease-to-own agreement with no credit needed through the Company's Aaron's-branded stores in the United States and Canada and e-commerce website. This operating segment also supports franchisees of its Aaron's stores. In addition, the Aaron's Business segment also includes the operations of Woodhaven Furniture Industries, which manufactures and supplies the majority of the upholstered furniture and bedding leased and sold in Company-operated and franchised stores.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Disaggregated Revenue
The following table presents revenue by source and by segment for the
three months ended March 31, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
(In Thousands)
|
Progressive Leasing
|
Aaron's Business
|
DAMI
|
Total
|
|
Lease Revenues and Fees
1
|
$
|
486,517
|
|
$
|
383,550
|
|
$
|
—
|
|
$
|
870,067
|
|
|
Retail Sales
2
|
—
|
|
8,516
|
|
—
|
|
8,516
|
|
|
Non-Retail Sales
2
|
—
|
|
53,230
|
|
—
|
|
53,230
|
|
|
Franchise Royalties and Fees
2
|
—
|
|
12,862
|
|
—
|
|
12,862
|
|
|
Interest and Fees on Loans Receivable
3
|
—
|
|
—
|
|
9,542
|
|
9,542
|
|
|
Other
|
—
|
|
592
|
|
—
|
|
592
|
|
|
Total
|
$
|
486,517
|
|
$
|
458,750
|
|
$
|
9,542
|
|
$
|
954,809
|
|
1
Substantially all lease revenues and fees are within the scope of ASC 840,
Leases
. The Company had
$4.0 million
of other revenue within the scope of ASC 606,
Revenue from Contracts with Customers.
2
Revenue within the scope of ASC 606,
Revenue from Contracts with Customers
. Of the franchise royalties and fees,
$10.2 million
is related to franchise royalty income that is recognized as the franchisee collects cash revenue from its customers. The remaining revenue is primarily related to fees collected for pre-opening services, which are being deferred and recognized as revenue over the agreement term, and advertising fees charged to franchisees. Retail and non-retail sales are recognized at the point of sale.
3
Revenue within the scope of ASC 310,
Credit Card Interest & Fees
.
The following table presents revenue by source and by segment for the
three months ended March 31, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
|
(In Thousands)
|
Progressive Leasing
|
Aaron's Business
|
DAMI
|
Total
|
|
Lease Revenues and Fees
1
|
$
|
366,115
|
|
$
|
377,507
|
|
$
|
—
|
|
$
|
743,622
|
|
|
Retail Sales
2
|
—
|
|
8,778
|
|
—
|
|
8,778
|
|
|
Non-Retail Sales
2
|
—
|
|
69,327
|
|
—
|
|
69,327
|
|
|
Franchise Royalties and Fees
2
|
—
|
|
14,201
|
|
—
|
|
14,201
|
|
|
Interest and Fees on Loans Receivable
3
|
—
|
|
—
|
|
8,201
|
|
8,201
|
|
|
Other
|
—
|
|
425
|
|
—
|
|
425
|
|
|
Total
|
$
|
366,115
|
|
$
|
470,238
|
|
$
|
8,201
|
|
$
|
844,554
|
|
1
Substantially all revenue is within the scope of ASC 840,
Leases
. The Company had
$0.8 million
of other revenue within the scope of ASC 606,
Revenue from Contracts with Customers.
2
Revenue within the scope of ASC 606,
Revenue from Contracts with Customers
. Of the franchise royalties and fees,
$13.2 million
relates to franchise royalty income that is recognized as the franchisee collects cash revenue from its customers. Retail and non-retail sales are recognized at the point of sale.
3
Revenue within the scope of ASC 310,
Credit Card Interest & Fees.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Measurement of Segment Profit or Loss and Segment Assets
The Company evaluates performance and allocates resources based on revenue growth and pre-tax profit or loss from operations. Intersegment sales are completed at internally negotiated amounts. Since the intersegment profit affects inventory valuation, depreciation and cost of goods sold are adjusted when intersegment profit is eliminated in consolidation. The Company determines earnings (loss) before income taxes for all reportable segments in accordance with U.S. GAAP. Interest expense is allocated to the Progressive Leasing and DAMI segments based on a percentage of the outstanding balances of their intercompany borrowings and of the debt incurred when they were acquired. The following is a summary of earnings (loss) before income taxes by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
(In Thousands)
|
2018
|
|
2017
|
|
Earnings (Loss) Before Income Taxes:
|
|
|
|
|
Progressive Leasing
|
$
|
34,979
|
|
|
$
|
35,758
|
|
|
Aaron's Business
1
|
33,079
|
|
|
48,630
|
|
|
DAMI
|
(1,306
|
)
|
|
(1,765
|
)
|
|
Total Earnings Before Income Taxes
|
$
|
66,752
|
|
|
$
|
82,623
|
|
1
Earnings before income taxes for the Aaron's Business during the
three months
ended
March 31, 2018
includes net restructuring charges of
$0.9 million
related to store contractual lease obligations and severance costs, partially offset by gains recognized from the sale of the associated properties of stores closed under the restructuring program.
Earnings before income taxes for the Aaron's Business during the
three months
ended
March 31, 2017
includes restructuring charges of
$0.2 million
related to severance costs and impairment charges in connection with the Company's strategic decision to close Company-operated stores.
The following is a summary of total assets by segment and shared corporate-related assets.
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31,
2018
|
|
December 31,
2017
|
|
Assets:
|
|
|
|
|
Progressive Leasing
|
$
|
1,016,174
|
|
|
$
|
1,022,413
|
|
|
Aaron's Business
1
|
1,253,218
|
|
|
1,261,234
|
|
|
DAMI
|
99,140
|
|
|
108,306
|
|
|
Other
2
|
350,477
|
|
|
300,311
|
|
|
Total Assets
|
$
|
2,719,009
|
|
|
$
|
2,692,264
|
|
1
Includes inventory (principally raw materials and work-in-process) that has been classified within lease merchandise in the condensed consolidated balance sheets of
$13.9 million
and
$16.3 million
as of
March 31, 2018
and
December 31, 2017
, respectively.
2
Corporate-related assets that benefit multiple segments are reported as other assets.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7. RESTRUCTURING
2017 Restructuring Program
During the year ended
December 31, 2017
, the Company initiated a restructuring program that included a further review of the Company-operated Aaron's store portfolio in order to continue rationalizing its store base to better align with marketplace demand. As a result of this restructuring program, the Company closed
15
underperforming Company-operated stores during 2017. As of
March 31, 2018
, the Company anticipates closing an additional
eight
stores during the remainder of
2018
associated with this program. Total restructuring charges of
$0.4 million
were recorded for the three months ended
March 31, 2018
under the 2017 program, all of which were incurred within the Aaron's Business segment. Restructuring charges were comprised of charges related to a realignment of the Company's home office organizational structure to more closely realign with current business conditions and Aaron's contractual lease obligations for closed stores, as well as gains recognized from the sale of the associated properties of stores closed under the restructuring program. These costs were included in restructuring expenses in the condensed consolidated statements of earnings. The Company expects to incur approximately
$1.5 million
of additional charges related to the 2017 restructuring program, which are expected to be incurred during the remainder of
2018
. This estimate is subject to change based on future changes in assumptions for the remaining minimum lease obligation for stores closed under the restructuring program, including changes related to sublease assumptions and potential earlier buyouts of leases with landlords.
2016 Restructuring Program
During the year ended
December 31, 2016
, the Company initiated a restructuring program that included a thorough review of the Company-operated Aaron's store portfolio and the subsequent closure or planned closure of underperforming stores. As a result of this restructuring program, the Company closed
123
underperforming Company-operated stores throughout
2016
and
2017
. The Company also optimized its home office staff during
2016
and field support during
2016
and
2017
, which resulted in a reduction in employee headcount in those areas to more closely align with current business conditions.
Total restructuring charges of
$0.5 million
were recorded under the 2016 program during the
three months ended March 31, 2018
, all of which were incurred within the Aaron's Business segment. Restructuring charges were comprised of charges related to Aaron's store contractual lease obligations for closed stores and gains recognized from the sale of the associated properties of stores closed under the restructuring program. These costs were included in restructuring expenses in the condensed consolidated statements of earnings. The Company does not expect to incur any further material charges related to the 2016 restructuring program. However, this is subject to change based on future changes in assumptions for the remaining minimum lease obligation for stores closed under the restructuring program, including changes related to sublease assumptions and potential earlier buyouts of leases with landlords.
The following table summarizes restructuring charges for the
three months
ended
March 31, 2018
and
2017
, respectively, under both plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
(In Thousands)
|
2018
|
|
2017
|
|
Contractual Lease Obligations
|
$
|
719
|
|
|
$
|
(523
|
)
|
|
Severance
|
514
|
|
|
446
|
|
|
Gain on Sale of Closed Store Properties
|
(327
|
)
|
|
—
|
|
|
Fixed Asset Impairment
|
—
|
|
|
404
|
|
|
Total Restructuring Expenses
|
$
|
906
|
|
|
$
|
327
|
|
To date, the Company has incurred charges of
$39.2 million
under the 2016 and 2017 restructuring programs.
AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes the balances of the accruals for both programs, which are recorded in accounts payable and accrued expenses in the condensed consolidated balance sheets, and the activity for the
three months
ended
March 31, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
Contractual Lease Obligations
|
|
Severance
|
|
Balance at January 1, 2018
|
$
|
12,437
|
|
|
$
|
2,303
|
|
|
Charges
|
—
|
|
|
514
|
|
|
Adjustments
1
|
719
|
|
|
—
|
|
|
Restructuring Charges
|
719
|
|
|
514
|
|
|
Payments
|
(1,659
|
)
|
|
(835
|
)
|
|
Balance at March 31, 2018
|
$
|
11,497
|
|
|
$
|
1,982
|
|
1
Adjustments relate to early buyouts of leases, changes in sublease assumptions and interest accretion.