Aaron's Company, Inc. - Quarter Report: 2023 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 10-Q
________________________________
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-39681
________________________________
THE AARON'S COMPANY, INC.
(Exact name of registrant as specified in its charter)
_________________________________
Georgia | 85-2483376 | ||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | ||||||||||||||||
| 400 Galleria Parkway SE | Suite 300 | Atlanta | Georgia | 30339-3182 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(678) 402-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, $0.50 Par Value | AAN | New York Stock Exchange | ||||||
___________________________________
Indicate by check mark whether the registrant (l) has filed all reports required 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated filer | ☒ | ||||||||||||||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☐ | ||||||||||||||||||||
| Emerging Growth Company | ☐ | ||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Title of Each Class | Shares Outstanding as of July 28, 2023 | |||||||
| Common Stock, $0.50 Par Value | 30,869,006 | |||||||
1
THE AARON'S COMPANY, INC.
INDEX
| Item 3. Defaults Upon Senior Securities | |||||
| Item 4. Mine Safety Disclosures | |||||
| Item 5. Other Information | |||||
2
PART I – FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | |||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| (In Thousands, Except Share Data) | |||||||||||
| ASSETS: | |||||||||||
| Cash and Cash Equivalents | $ | 38,369 | $ | 27,716 | |||||||
Accounts Receivable (net of allowances of $7,898 at June 30, 2023 and $8,895 at December 31, 2022) | 30,198 | 38,191 | |||||||||
Lease Merchandise (net of accumulated depreciation and allowances of $426,066 at June 30, 2023 and $431,092 at December 31, 2022) | 636,596 | 693,795 | |||||||||
| Merchandise Inventories, Net | 92,852 | 95,964 | |||||||||
| Property, Plant and Equipment, Net | 265,061 | 267,457 | |||||||||
| Operating Lease Right-of-Use Assets | 466,068 | 459,950 | |||||||||
| Goodwill | 55,750 | 54,710 | |||||||||
| Other Intangibles, Net | 113,269 | 118,528 | |||||||||
| Income Tax Receivable | 10,220 | 5,716 | |||||||||
| Prepaid Expenses and Other Assets | 110,837 | 96,436 | |||||||||
| Total Assets | $ | 1,819,220 | $ | 1,858,463 | |||||||
| LIABILITIES & SHAREHOLDERS’ EQUITY: | |||||||||||
| Accounts Payable and Accrued Expenses | $ | 260,851 | $ | 264,043 | |||||||
| Deferred Tax Liabilities | 87,801 | 87,008 | |||||||||
| Customer Deposits and Advance Payments | 70,943 | 73,196 | |||||||||
| Operating Lease Liabilities | 502,982 | 496,401 | |||||||||
| Debt | 186,063 | 242,413 | |||||||||
| Total Liabilities | 1,108,640 | 1,163,061 | |||||||||
| Commitments and Contingencies (Note 6) | |||||||||||
| SHAREHOLDERS' EQUITY: | |||||||||||
Common Stock, Par Value $0.50 Per Share: Authorized: 112,500,000 Shares at June 30, 2023 and December 31, 2022; Shares Issued: 36,619,930 at June 30, 2023 and 36,100,011 at December 31, 2022 | 18,310 | 18,050 | |||||||||
| Additional Paid-in Capital | 744,015 | 738,428 | |||||||||
| Retained Earnings | 90,548 | 79,073 | |||||||||
| Accumulated Other Comprehensive Loss | (197) | (1,396) | |||||||||
| 852,676 | 834,155 | ||||||||||
| Less: Treasury Shares at Cost | |||||||||||
5,753,552 Shares at June 30, 2023 and 5,480,353 Shares at December 31, 2022 | (142,096) | (138,753) | |||||||||
| Total Shareholders’ Equity | 710,580 | 695,402 | |||||||||
| Total Liabilities & Shareholders’ Equity | $ | 1,819,220 | $ | 1,858,463 | |||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
3
THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||
| (In Thousands, Except Per Share Data) | ||||||||||||||||||||
| REVENUES: | ||||||||||||||||||||
| Lease Revenues and Fees | $ | 353,751 | $ | 386,513 | $ | 727,546 | $ | 795,831 | ||||||||||||
| Retail Sales | 148,046 | 190,848 | 298,592 | 203,455 | ||||||||||||||||
| Non-Retail Sales | 22,800 | 27,042 | 46,735 | 54,869 | ||||||||||||||||
| Franchise Royalties and Other Revenues | 5,775 | 5,981 | 11,860 | 12,311 | ||||||||||||||||
| 530,372 | 610,384 | 1,084,733 | 1,066,466 | |||||||||||||||||
| COSTS OF REVENUES: | ||||||||||||||||||||
| Depreciation of Lease Merchandise and Other Lease Revenue Costs | 117,400 | 127,772 | 242,541 | 264,436 | ||||||||||||||||
| Retail Cost of Sales | 111,284 | 165,228 | 224,813 | 174,343 | ||||||||||||||||
| Non-Retail Cost of Sales | 19,416 | 24,237 | 39,413 | 49,593 | ||||||||||||||||
| 248,100 | 317,237 | 506,767 | 488,372 | |||||||||||||||||
| GROSS PROFIT | 282,272 | 293,147 | 577,966 | 578,094 | ||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||
| Personnel Costs | 124,945 | 130,257 | 256,390 | 251,367 | ||||||||||||||||
| Other Operating Expenses, Net | 121,670 | 136,387 | 245,815 | 240,746 | ||||||||||||||||
| Provision for Lease Merchandise Write-Offs | 19,001 | 22,113 | 39,161 | 44,070 | ||||||||||||||||
| Restructuring Expenses, Net | 4,835 | 5,582 | 10,124 | 8,917 | ||||||||||||||||
| Separation Costs | — | 230 | 129 | 770 | ||||||||||||||||
| Acquisition-Related Costs | 546 | 8,033 | 2,394 | 11,497 | ||||||||||||||||
| 270,997 | 302,602 | 554,013 | 557,367 | |||||||||||||||||
| OPERATING PROFIT (LOSSES) | 11,275 | (9,455) | 23,953 | 20,727 | ||||||||||||||||
| Interest Expense | (3,910) | (2,463) | (8,268) | (2,813) | ||||||||||||||||
| Other Non-Operating Income (Expense), Net | 637 | (1,556) | 1,209 | (2,483) | ||||||||||||||||
| EARNINGS (LOSSES) BEFORE INCOME TAXES | 8,002 | (13,474) | 16,894 | 15,431 | ||||||||||||||||
| INCOME TAX EXPENSE (BENEFIT) | 1,485 | (8,132) | (2,421) | (759) | ||||||||||||||||
| NET EARNINGS (LOSSES) | $ | 6,517 | $ | (5,342) | $ | 19,315 | $ | 16,190 | ||||||||||||
| EARNINGS (LOSSES) PER SHARE | $ | 0.21 | $ | (0.17) | $ | 0.63 | $ | 0.52 | ||||||||||||
| EARNINGS (LOSSES) PER SHARE ASSUMING DILUTION | $ | 0.21 | $ | (0.17) | $ | 0.62 | $ | 0.51 | ||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4
THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSSES)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net Earnings (Losses) | $ | 6,517 | $ | (5,342) | $ | 19,315 | $ | 16,190 | |||||||||||||||
| Other Comprehensive Income (Losses): | |||||||||||||||||||||||
Unrealized Gain on Derivative Instruments, net of Tax1 | 1,685 | 85 | 695 | 239 | |||||||||||||||||||
Foreign Currency Translation Adjustment, net of Tax1 | 180 | (346) | 504 | (108) | |||||||||||||||||||
| Total Other Comprehensive Income (Losses) | 1,865 | (261) | 1,199 | 131 | |||||||||||||||||||
| Comprehensive Income (Losses) | $ | 8,382 | $ | (5,603) | $ | 20,514 | $ | 16,321 | |||||||||||||||
1 The Unrealized Gain on Derivative Instruments is presented net of tax expense of $0.5 million and $0.2 million for the three and six months ended June 30, 2023, respectively, and the Foreign Currency Translation Adjustment is presented net of tax expense of $0.1 million and a tax benefit of $0.3 million for the three and six months ended June 30, 2023, respectively. The tax components of the prior year amounts are insignificant.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
5
THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In Thousands) | |||||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Net Earnings | $ | 19,315 | $ | 16,190 | |||||||
| Adjustments to Reconcile Net Earnings to Cash Provided by Operating Activities: | |||||||||||
| Depreciation of Lease Merchandise | 238,783 | 260,507 | |||||||||
| Other Depreciation and Amortization | 44,837 | 40,395 | |||||||||
| Provision for Lease Merchandise Write-Offs | 39,161 | 44,070 | |||||||||
| Non-Cash Inventory Fair Value Adjustment | — | 23,023 | |||||||||
| Accounts Receivable Provision | 21,111 | 17,484 | |||||||||
| Stock-Based Compensation | 5,835 | 6,835 | |||||||||
| Deferred Income Taxes | (6,553) | (1,644) | |||||||||
| Impairment of Assets | 1,716 | 6,048 | |||||||||
| Non-Cash Lease Expense | 58,755 | 53,850 | |||||||||
| Other Changes, Net | (3,398) | (6,349) | |||||||||
| Changes in Operating Assets and Liabilities: | |||||||||||
| Lease Merchandise | (221,851) | (279,949) | |||||||||
| Merchandise Inventories | 3,285 | (2,480) | |||||||||
| Accounts Receivable | (13,019) | (13,189) | |||||||||
| Prepaid Expenses and Other Assets | (6,935) | 5,829 | |||||||||
| Income Tax Receivable | (4,504) | (3,144) | |||||||||
| Operating Lease Right-of-Use Assets and Liabilities | (59,811) | (59,642) | |||||||||
| Accounts Payable and Accrued Expenses | 1,712 | (33,909) | |||||||||
| Customer Deposits and Advance Payments | (4,075) | (16,849) | |||||||||
| Cash Provided by Operating Activities | 114,364 | 57,076 | |||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Purchases of Property, Plant, and Equipment | (41,565) | (57,687) | |||||||||
| Proceeds from Dispositions of Property, Plant, and Equipment | 4,878 | 10,191 | |||||||||
| Acquisition of BrandsMart U.S.A., Net of Cash Acquired | — | (266,772) | |||||||||
| Acquisition of Businesses and Customer Agreements, Net of Cash Acquired | — | (917) | |||||||||
| Proceeds from Other Investing-Related Activities | — | 968 | |||||||||
| Cash Used in Investing Activities | (36,687) | (314,217) | |||||||||
| FINANCING ACTIVITIES: | |||||||||||
| Repayments on Swing Line Loans, Net | (19,250) | (10,000) | |||||||||
| Proceeds from Revolver and Term Loan | 31,094 | 291,700 | |||||||||
| Repayments on Revolver and Term Loan | (68,281) | (4,200) | |||||||||
| Proceeds on Inventory Loan Program, Net | — | 8,121 | |||||||||
| Dividends Paid | (7,306) | (6,611) | |||||||||
| Acquisition of Treasury Stock | (804) | (11,055) | |||||||||
| Issuance of Stock Under Stock Option Plans | 60 | 912 | |||||||||
| Shares Withheld for Tax Payments | (2,539) | (3,541) | |||||||||
| Debt Issuance Costs | — | (2,758) | |||||||||
| Cash (Used in) Provided by Financing Activities | (67,026) | 262,568 | |||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 2 | (10) | |||||||||
| Increase in Cash and Cash Equivalents | 10,653 | 5,417 | |||||||||
| Cash and Cash Equivalents at Beginning of Period | 27,716 | 22,832 | |||||||||
| Cash and Cash Equivalents at End of Period | $ | 38,369 | $ | 28,249 | |||||||
6
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For a discussion of trends that we believe have affected our business during the periods covered by these financial statements, see Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations", including the "Highlights," "Consolidated Results of Operations" and "Liquidity and Capital Resources", below, and Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission on March 1, 2023 (the "2022 Annual Report").
Description of Business
The Aaron's Company, Inc. (the "Company") is a leading, technology-enabled, omni-channel provider of lease-to-own ("LTO") and retail purchase solutions of furniture, electronics, appliances, and other home goods across its brands: Aaron's, BrandsMart U.S.A., BrandsMart Leasing, and Woodhaven Furniture Industries ("Woodhaven").
Unless the context otherwise requires or we specifically indicate otherwise, references to "we," "us," "our," and the "Company," refer to The Aaron's Company, Inc., which holds, directly or indirectly, the Pre-Spin Aaron’s Business (as described in the 2022 Annual Report) and all other subsidiaries of the Company, which are wholly owned, as well as other lines of business described above.
As of June 30, 2023, the Company's operating and reportable segments are the Aaron's Business and BrandsMart, each as described below. Effective as of April 1, 2022 and in connection with the acquisition of BrandsMart U.S.A., the Company changed its composition of reportable segments to align the reportable segments with the current organizational structure and the operating results that the chief operating decision maker regularly reviews to analyze performance and allocate resources, which includes separate segments for the Aaron's Business and BrandsMart, along with an Unallocated Corporate category for remaining unallocated costs.
The Aaron's Business segment is comprised of (i) Aaron's branded Company-operated and franchise-operated stores; (ii) aarons.com e-commerce platform ("aarons.com"); (iii) Woodhaven; and (iv) BrandsMart Leasing (collectively, the "Aaron’s Business").
The operations of BrandsMart U.S.A. (excluding BrandsMart Leasing) comprise the BrandsMart segment (collectively, "BrandsMart").
BrandsMart U.S.A. Acquisition
On April 1, 2022, the Company completed the previously announced transaction to acquire a 100% ownership of Interbond Corporation of America, doing business as BrandsMart U.S.A. The Company paid total consideration of approximately $230 million in cash under the terms of the agreement and additional amounts for working capital adjustments and transaction related fees. Refer to Note 2 to these condensed consolidated financial statements for additional information regarding the BrandsMart U.S.A. acquisition.
Management believes that the BrandsMart U.S.A. acquisition will strengthen the Company's ability to deliver on its mission of enhancing people’s lives by providing easy access to high quality furniture, appliances, electronics, and other home goods through affordable lease-to-own and retail purchase options. Management also believes that value creation opportunities include leveraging the Company's lease-to-own expertise to provide BrandsMart U.S.A.'s customers enhanced payment options and offering a wider selection of products to millions of Aaron's customers, as well as generating procurement savings and other cost synergies.
Aaron's Business Segment
Since its founding in 1955, Aaron's has been committed to serving the overlooked and underserved customer with a dedication to inclusion and improving the communities in which it operates. Through a portfolio of approximately 1,260 stores and its aarons.com e-commerce platform, Aaron's, together with its franchisees, provide consumers with LTO and retail purchase solutions for the products they need and want, with a focus on providing its customers with unparalleled customer service, high approval rates, lease plan flexibility, and an attractive value proposition, including competitive monthly payments and total cost of ownership, as compared to other LTO providers.
Woodhaven manufactures and supplies a significant portion of the upholstered furniture leased and sold in Company-operated and franchised Aaron's stores.
Launched in 2022, BrandsMart Leasing offers LTO purchase solutions to customers of BrandsMart U.S.A.
7
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BrandsMart Segment
Founded in 1977, BrandsMart U.S.A. is one of the leading appliance and consumer electronics retailers in the southeast United States and one of the largest appliance retailers in the country with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The operations of BrandsMart U.S.A. (other than BrandsMart Leasing) comprise the BrandsMart segment.
The following table presents store count by ownership type:
| Stores as of June 30 (Unaudited) | 2023 | 2022 | |||||||||
Company-operated Aaron's Stores1 | 1,026 | 1,060 | |||||||||
| GenNext (included in Company-Operated) | 230 | 171 | |||||||||
| Franchisee-operated Aaron's Stores | 230 | 234 | |||||||||
BrandsMart U.S.A. Stores2 | 10 | 10 | |||||||||
| Systemwide Stores | 1,266 | 1,304 | |||||||||
| Company-operated Aaron's Store Types as of June 30, 2023 (Unaudited) | GenNext | Legacy | Total | ||||||||
| Store | 175 | 649 | 824 | ||||||||
| Hub | 48 | 53 | 101 | ||||||||
| Showroom | 7 | 94 | 101 | ||||||||
| Total | 230 | 796 | 1,026 | ||||||||
1 The typical layout for a Company-operated Aaron's store is a combination of showroom, customer service and warehouse space, averaging approximately 9,500 square feet. Certain Company-operated Aaron's stores consist solely of a showroom.
2 BrandsMart U.S.A. stores average approximately 100,000 square feet and have been included in this table subsequent to the acquisition date of April 1, 2022.
Basis of Presentation
The financial statements as of and for the three and six months ended June 30, 2023 and comparable prior year periods are condensed consolidated financial statements of the Company and its subsidiaries, each of which is wholly-owned, and is based on the financial position and results of operations of the Company. Intercompany balances and transactions between consolidated entities have been eliminated. These condensed consolidated financial statements reflect the historical results of operations, financial position and cash flows of the Company in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
The preparation of the Company's condensed consolidated financial statements in conformity with 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. The extent to which inflationary and other economic pressures will impact the Company's business will depend on future developments. These developments are uncertain and cannot be precisely predicted at this time. In many cases, management's estimates and assumptions are dependent on estimates of such future developments and may change in the future.
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 2022 Annual Report. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of operating results that may be achieved for any other interim period or for the full year.
Accounting Policies and Estimates
See Note 1 to the consolidated and combined financial statements in the 2022 Annual Report for an expanded discussion of accounting policies and estimates.
8
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Earnings (Losses) 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"), performance share units ("PSUs") and other awards issuable under the Company's 2020 Equity and Incentive Plan or employee stock purchase plan ("ESPP"), (collectively, "share-based awards"), as determined under the treasury stock method, unless the inclusion of such awards would have been anti-dilutive.
The following table shows the calculation of weighted-average shares outstanding assuming dilution:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Shares In Thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Weighted Average Shares Outstanding | 30,993 | 30,827 | 30,894 | 30,944 | |||||||||||||||||||
Dilutive Effect of Share-Based Awards1 | 314 | — | 380 | 546 | |||||||||||||||||||
| Weighted Average Shares Outstanding Assuming Dilution | 31,307 | 30,827 | 31,274 | 31,490 | |||||||||||||||||||
1 There was no dilutive effect of share-based awards for the three months ended June 30, 2022 due to the net loss incurred in the period.
Approximately 1.2 million weighted-average share based awards were excluded from the computation of earnings per share assuming dilution during the three and six months ended June 30, 2023, and 0.7 million during the six months ended June 30, 2022, respectively, as the awards would have been anti-dilutive for the periods presented.
Revenue Recognition
The Company provides lease and retail merchandise, consisting of appliances, electronics, furniture, and other home goods to its customers for lease under certain terms agreed to by the customer and through retail sales. The Company's Aaron's stores, aarons.com e-commerce platform, and BrandsMart Leasing components of the Aaron's Business segment offer leases with flexible ownership plans that can be generally renewed weekly, bi-weekly, semi-monthly, or monthly up to 12, 18 or 24 months. The Aaron's Business segment also earns revenue from the sale of merchandise to customers and Aaron's franchisees, and earns ongoing revenue from Aaron's franchisees in the form of royalties and through advertising efforts that benefit the franchisees.
The Company's BrandsMart U.S.A. stores and related brandsmartusa.com e-commerce platform offer the sale of merchandise directly to its customers via retail sales.
See Note 5 to these condensed consolidated financial statements for further information regarding the Company's revenue recognition policies and disclosures.
Advertising
The Company expenses advertising costs as incurred. Advertising production costs are initially recognized as a prepaid advertising asset and are expensed when an advertisement appears for the first time. Total advertising costs were $6.6 million and $19.6 million during the three and six months ended June 30, 2023, respectively, (three and six months ended June 30, 2022: $12.6 million and $23.3 million, respectively) and are classified within other operating expenses, net in the condensed consolidated statements of earnings. These advertising costs are presented net of cooperative advertising considerations received from vendors, which represents reimbursement of specific, identifiable and incremental costs incurred in selling those vendors’ products. The amount of cooperative advertising consideration recorded as a reduction of such advertising costs was $8.6 million and $16.1 million during the three and six months ended June 30, 2023, respectively, (three and six months ended June 30, 2022: $9.4 million and $16.4 million, respectively). The prepaid advertising asset was $4.2 million and $4.6 million at June 30, 2023 and December 31, 2022, respectively, and is reported within prepaid expenses and other assets on the condensed consolidated balance sheets.
Accounts Receivable
Accounts receivable consist of receivables due from customers on lease agreements, corporate receivables incurred during the normal course of business (primarily for vendor consideration and third-party warranty providers), and franchisee obligations.
9
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accounts receivable, net of allowances, consist of the following:
| (In Thousands) | June 30, 2023 | December 31, 2022 | |||||||||
| Customers | $ | 7,385 | $ | 9,721 | |||||||
| Corporate | 17,051 | 20,597 | |||||||||
| Franchisee | 5,762 | 7,873 | |||||||||
| $ | 30,198 | $ | 38,191 | ||||||||
The Company maintains an accounts receivable allowance for the Aaron's Business customer lease agreements, under which its policy is to record a provision for returns and uncollectible contractually due renewal payments based on historical payments experience, which is recognized as a reduction of lease revenues and fees within the condensed consolidated statements of earnings. Other qualitative factors are considered in estimating the allowance, such as current and forecasted business trends. The Company writes off customer lease receivables, excluding customer lease receivables for its BrandsMart Leasing operations, that are 60 days or more past due on pre-determined dates twice monthly. The Company writes off customer lease receivables for its BrandsMart Leasing operations that are 90 days or more past due on pre-determined dates twice monthly.
The Company also maintains an allowance for outstanding franchisee accounts receivable. The Company's policy is to estimate future losses related to certain franchisees that are deemed to have a higher risk of non-payment and record an allowance for these estimated losses. The estimated allowance on franchisee accounts receivable includes consideration of the financial position of each franchisee and qualitative consideration of potential losses associated with uncertainties impacting the franchisee's ability to satisfy their obligations. Uncertainties include inflationary and other economic pressures in the current macroeconomic environment. Accordingly, actual accounts receivable write-offs could differ from the allowance. The provision for uncollectible franchisee accounts receivable is recorded as bad debt expense in other operating expenses, net within the condensed consolidated statements of earnings.
The allowance related to corporate receivables is not significant as of June 30, 2023 and December 31, 2022.
The following table shows the components of the accounts receivable allowance:
| Six Months Ended June 30, | |||||||||||
| (In Thousands) | 2023 | 2022 | |||||||||
| Beginning Balance | $ | 8,895 | $ | 7,163 | |||||||
| Accounts Written Off, net of Recoveries | (22,108) | (16,761) | |||||||||
| Accounts Receivable Provision | 21,111 | 17,484 | |||||||||
| Ending Balance | $ | 7,898 | $ | 7,886 | |||||||
The following table shows the components of the accounts receivable provision, which includes amounts recognized for bad debt expense and the provision for returns and uncollected payments:
| Six Months Ended June 30, | |||||||||||
| (In Thousands) | 2023 | 2022 | |||||||||
| Bad Debt Expense (Reversal) | $ | 25 | $ | (203) | |||||||
| Provision for Returns and Uncollectible Renewal Payments | 21,086 | 17,687 | |||||||||
| Accounts Receivable Provision | $ | 21,111 | $ | 17,484 | |||||||
Lease Merchandise
The Company’s lease merchandise is recorded at the lower of depreciated cost, including overhead costs from our distribution centers, or net realizable value. The cost of merchandise manufactured by our Woodhaven operations is recorded at cost and includes overhead from production facilities, shipping costs and warehousing costs. The Company begins depreciating lease merchandise at the earlier of 12 months and one day from its purchase of the merchandise or when the merchandise is leased to customers. Lease merchandise fully depreciates over the lease agreement period when on lease, generally 12 to 24 months, and generally 36 months when not on lease. Depreciation is accelerated upon early payout.
10
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following is a summary of lease merchandise, net of accumulated depreciation and allowances:
| (In Thousands) | June 30, 2023 | December 31, 2022 | |||||||||
| Merchandise on Lease, net of Accumulated Depreciation and Allowances | $ | 408,314 | $ | 446,923 | |||||||
Merchandise Not on Lease, net of Accumulated Depreciation and Allowances1 | 228,282 | 246,872 | |||||||||
| Lease Merchandise, net of Accumulated Depreciation and Allowances | $ | 636,596 | $ | 693,795 | |||||||
1 Includes Woodhaven raw materials, finished goods and work-in-process inventory that has been classified within lease merchandise in the condensed consolidated balance sheets of $11.0 million and $12.9 million as of June 30, 2023 and December 31, 2022, respectively.
The Aaron's store-based operations' policies require weekly merchandise counts at its store-based operations, which include write-offs for unsalable, damaged, or missing merchandise inventories. Monthly cycle counting procedures are performed at both the Aaron's distribution centers and Woodhaven manufacturing facilities. Physical inventories are also taken at the manufacturing facilities annually. The Company also monitors merchandise levels and mix by division, store, and distribution center, as well as the average age of merchandise on hand. If obsolete merchandise cannot be returned to vendors, its carrying amount is adjusted to its net realizable value or written off. Generally, all merchandise not on lease is available for lease or sale. On a monthly basis, all damaged, lost or unsalable merchandise identified is written off and is included as a component of the provision for lease merchandise write-offs in the accompanying condensed consolidated statements of earnings.
The Company records a provision for write-offs using the allowance method, which is included within lease merchandise, net within the condensed consolidated balance sheets. The allowance method for lease merchandise write-offs estimates the merchandise losses incurred but not yet identified by management as of the end of the accounting period based primarily on historical write-off experience. Other qualitative factors are considered in estimating the allowance, such as seasonality and the impacts of uncertainty surrounding inflationary and other economic pressures in the current macroeconomic environment and the normalization of business trends associated with the effects of the COVID-19 pandemic on our customers. Therefore, actual lease merchandise write-offs could differ from the allowance. The provision for write-offs is included in provision for lease merchandise write-offs in the accompanying condensed consolidated statements of earnings. The Company writes off lease merchandise on lease agreements, excluding lease agreements for its BrandsMart Leasing operations, that are 60 days or more past due on pre-determined dates twice monthly. The Company writes off lease merchandise on lease agreements for its BrandsMart Leasing operations that are 90 days or more past due on pre-determined dates twice monthly.
The following table shows the components of the allowance for lease merchandise write-offs:
| Six Months Ended June 30, | |||||||||||
| (In Thousands) | 2023 | 2022 | |||||||||
| Beginning Balance | $ | 13,894 | $ | 12,339 | |||||||
| Merchandise Written off, net of Recoveries | (39,181) | (43,140) | |||||||||
| Provision for Write-offs | 39,161 | 44,070 | |||||||||
| Ending Balance | $ | 13,874 | $ | 13,269 | |||||||
Merchandise Inventories
The Company’s merchandise inventories are stated at the lower of weighted average cost or net realizable value and consist entirely of merchandise held for sale by the BrandsMart segment. In-bound freight-related costs from vendors, net of allowances and vendor rebates, are included as part of the net cost of merchandise inventories. Costs associated with storing and transporting merchandise inventories to our retail stores are expensed as incurred and included within retail cost of sales in the condensed consolidated statements of earnings.
The Company periodically evaluates aged and distressed inventory and establishes an inventory markdown which represents the excess of the carrying value over the amount the Company expects to realize from the ultimate sale of the inventory. Markdowns establish a new cost basis for the inventory and are recorded within retail cost of sales within the condensed consolidated statement of earnings. The write-offs of merchandise inventories associated with the Company's cycle and physical inventory count processes are also included within retail cost of sales in the condensed consolidated statement of earnings. The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost. This reserve is based on management’s current knowledge with respect to inventory levels, sales trends, and historical experience selling or disposing of aged or obsolete inventory.
11
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following is a summary of merchandise inventories, net of allowances:
| (In Thousands) | June 30, 2023 | December 31, 2022 | |||||||||
| Merchandise Inventories, gross | $ | 93,773 | $ | 96,945 | |||||||
| Reserve for Merchandise Inventories | (921) | (981) | |||||||||
| Merchandise Inventories, net | $ | 92,852 | $ | 95,964 | |||||||
The following table shows the components of the reserve for merchandise inventories:
| Six Months Ended | |||||
| (In Thousands) | June 30, 2023 | ||||
| Beginning Balance | $ | 981 | |||
| Merchandise Written off | — | ||||
| Provision for Write-offs | (60) | ||||
Ending Balance1 | $ | 921 | |||
1 There were no significant markdown provisions recorded during the three and six months ended June 30, 2022.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of the following:
| (In Thousands) | June 30, 2023 | December 31, 2022 | |||||||||
| Prepaid Expenses | $ | 19,159 | $ | 20,218 | |||||||
| Insurance Related Assets | 31,505 | 25,103 | |||||||||
| Company-Owned Life Insurance | 14,633 | 13,443 | |||||||||
| Assets Held for Sale | 1,113 | 1,857 | |||||||||
| Deferred Tax Assets | 23,686 | 16,277 | |||||||||
Other Assets1 | 20,741 | 19,538 | |||||||||
| $ | 110,837 | $ | 96,436 | ||||||||
1 Amounts as of June 30, 2023 and December 31, 2022 included restricted cash of $1.6 million held as collateral for BrandsMart U.S.A.'s workers' compensation and general liability insurance policies.
Sale-Leaseback Transactions
During the six months ended June 30, 2022, the Company entered into two sale and leaseback transactions related to five Company-owned Aaron's store properties for a total sales price of $9.0 million, $5.7 million of which was received during the six months ended June 30, 2022. Such proceeds are presented within proceeds from dispositions of property, plant and equipment in the condensed consolidated statements of cash flows. The Company recognized gains of $1.9 million and $5.7 million associated with these transactions during the three and six months ended June 30, 2022, respectively, which was classified within other operating expenses, net in the condensed consolidated statements of earnings. As of June 30, 2022 proceeds of $3.3 million related to such transactions remained outstanding and were received during the third quarter of 2022.
12
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Derivative Instruments
In March 2023, the Company entered into a non-speculative interest rate swap agreement for an aggregate notional amount of $100.0 million with an effective date of April 28, 2023 and a termination date of March 31, 2027. The purpose of this hedge is to limit the Company's exposure of its variable interest rate debt by effectively converting it to fixed interest rate debt. Under the terms of the agreement, the Company will receive a floating interest rate based on 1-month Chicago Mercantile Exchange ("CME") Term Secured Overnight Financing Rate ("SOFR") and pay a fixed interest rate of 3.87% on the notional amount. The Company has accounted for the interest rate swap as a cash flow hedge instrument in accordance with ASC 815, Derivatives and Hedging ("ASC 815"). Accordingly, the effective portion of the gains and losses associated with the changes in the fair value of the cash flow hedge instrument are recognized as a component of accumulated other comprehensive loss in the Company's condensed consolidated balance sheets. Such amounts are reclassified into earnings in the same period during which the cash flow hedging instrument affects earnings. As of June 30, 2023, the facts and circumstances of the hedged relationship remain consistent with the initial effectiveness assessment and the hedging instrument remains an effective accounting hedge.
The fair value of the hedge as of June 30, 2023 was an asset of $1.0 million, and has been recorded within prepaid expenses and other assets in the Company's condensed consolidated balance sheets. During the three and six months ended June 30, 2023, the Company reclassified $0.2 million of net losses from accumulated other comprehensive loss to interest expense. See Note 3 to these condensed consolidated financial statements for further information regarding the fair value determination of the Company's interest rate swap agreement. Derivative instruments in place during the prior year were not significant.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
| (In Thousands) | June 30, 2023 | December 31, 2022 | |||||||||
| Accounts Payable | $ | 108,314 | $ | 106,966 | |||||||
| Estimated Claims Liability Costs | 60,790 | 58,549 | |||||||||
| Accrued Salaries and Benefits | 34,779 | 33,932 | |||||||||
| Accrued Real Estate and Sales Taxes | 23,390 | 24,030 | |||||||||
| Other Accrued Expenses and Liabilities | 33,578 | 40,566 | |||||||||
| $ | 260,851 | $ | 264,043 | ||||||||
Estimated Claims Liability Costs
Estimated claims liability costs are accrued primarily for workers compensation and vehicle liability, as well as general liability and group health insurance benefits provided to team members. These liabilities are recorded within estimated claims liability costs within accounts payable and accrued expenses in the condensed consolidated balance sheets. Estimates for these claims liabilities are made based on actual reported but unpaid claims and actuarial analysis of the projected claims run off for both reported and incurred but not reported claims. This analysis is based upon an assessment of the likely outcome or historical experience and considers a variety of factors, including the actuarial loss forecasts, company-specific development factors, general industry loss development factors and third-party claim administrator loss estimates of individual claims. The Company makes periodic prepayments to its insurance carriers to cover the projected claims run off for both reported and incurred but not reported claims, considering its retention or stop loss limits. In addition, we have prefunding balances on deposit and other insurance receivables with the insurance carriers which are recorded within prepaid expenses and other assets in our condensed consolidated balance sheets.
Goodwill
Goodwill represents the excess of the purchase price paid over the fair value of the identifiable net tangible and intangible assets acquired in connection with business acquisitions. All acquisition-related goodwill balances are allocated amongst the Company's reporting units based on the nature of the acquired operations that originally created the goodwill. During the fourth quarter of 2022, in connection with its annual impairment testing, management evaluated the various components of the operating segments further described above and in Note 8 to these condensed consolidated financial statements and identified three reporting units, Aaron's Business, BrandsMart, and BrandsMart Leasing, each as described below.
The Aaron's Business reporting unit is comprised of (i) Aaron's branded Company-operated and franchise operated stores; (ii) aarons.com e-commerce platform ("aarons.com"); and (iii) Woodhaven (collectively, the "Aaron’s Business reporting unit"). The Aaron's Business reporting unit is a component of the Aaron's Business operating segment.
13
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The operations of BrandsMart Leasing comprise the BrandsMart Leasing reporting unit (collectively, the "BrandsMart Leasing reporting unit"), and is a component of the Aaron's Business operating segment.
Management considered the aggregation of the BrandsMart Leasing reporting unit and Aaron's Business reporting unit as a single reporting unit and determined that these components were economically dissimilar and also reviewed separately by the segment managers of the Aaron's Business operating segment, and therefore should not be aggregated.
The operations of BrandsMart, comprise the BrandsMart reporting unit (collectively, the "BrandsMart reporting unit") and is also the sole component of the BrandsMart operating segment.
The acquisition of BrandsMart U.S.A. in the second quarter of 2022 resulted in the recognition of approximately $55.8 million of goodwill, inclusive of measurement period adjustments further described in Note 2 to these condensed consolidated financial statements. Of this amount, $29.2 million was assigned to the BrandsMart reporting unit and $26.5 million was assigned to the BrandsMart Leasing reporting unit. The following table provides information related to the carrying amount of goodwill by operating segment.
| (In Thousands) | Aaron's Business | BrandsMart | BrandsMart Leasing | Total | ||||||||||
Balance at December 31, 2022 | $ | — | $ | 28,193 | $ | 26,517 | $ | 54,710 | ||||||
| Acquisitions | — | — | — | — | ||||||||||
| Acquisition Accounting Adjustments | — | 1,040 | — | 1,040 | ||||||||||
| Impairment Loss | — | — | — | — | ||||||||||
Balance at June 30, 2023 | $ | — | $ | 29,233 | $ | 26,517 | $ | 55,750 | ||||||
The Company’s goodwill is not amortized but is subject to an impairment test at the reporting unit level annually as of October 1 and more frequently if events or circumstances indicate that an interim impairment may have occurred. An interim goodwill impairment test is required if the Company believes it is more likely than not that the carrying amount of its reporting unit exceeds the reporting unit's fair value. The Company determined that there were no events that occurred or circumstances that changed during the six months ended June 30, 2023 that would more likely than not reduce the fair value of its reporting units below their carrying amount.
The Company may be required to recognize material impairments to the BrandsMart or BrandsMart Leasing goodwill balances in the future if: (i) the Company fails to successfully execute on one or more elements of the BrandsMart strategic plan; (ii) actual results are unfavorable to the Company's estimates and assumptions used to calculate fair value; (iii) the BrandsMart or BrandsMart Leasing carrying values increase without an associated increase in the fair value; and/or (iv) BrandsMart or BrandsMart Leasing is materially impacted by further deterioration of macroeconomic conditions, including inflation and other economic pressures, including rising interest rates.
Acquisition-Related Costs
Acquisition-related costs of $0.5 million and $2.4 million were incurred during the three and six months ended June 30, 2023, and Acquisition-related costs of $8.0 million and $11.5 million were incurred during the three and six months ended 2022. These primarily represent internal control readiness third-party consulting, banking and legal expenses and retention bonuses associated with the acquisition of BrandsMart U.S.A. completed April 1, 2022.
Related Party Transactions with the Sellers of BrandsMart U.S.A.
Effective as of the BrandsMart U.S.A. acquisition date, the Company entered into lease agreements for six store locations retained by the sellers of BrandsMart U.S.A., including Michael Perlman, who was employed by the Company for a short period following the acquisition. While Mr. Perlman is no longer employed by the Company as of December 31, 2022, the Company intends to continue its treatment of the lease agreements as potential related party transactions under the Company’s Related Party Transactions Policy until December 2023. The agreements include initial terms of ten years, with options to renew each location for up to 20 years thereafter. The Company recorded these leases within operating lease right-of-use assets and operating lease liabilities in the Company's condensed consolidated balance sheets. The six operating leases have aggregate annual rental payments of approximately $10.0 million and are considered to be above market. The value of the off-market element of the lease agreements was included as a component of the consideration transferred to the sellers of BrandsMart U.S.A. and was recognized as a reduction to the operating lease right-of-use-asset. The total amounts paid to the sellers of BrandsMart U.S.A. during the three and six months ended June 30, 2023 related to real estate activities, including rental payments, maintenance and taxes, were approximately $3.2 million and $6.5 million, respectively.
14
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stockholders' Equity
Changes in stockholders' equity for the three and six months ended June 30, 2023 and 2022 are as follows:
| Treasury Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| (In Thousands, Except Per Share) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | (5,480) | $ | (138,753) | 36,100 | $ | 18,050 | $ | 738,428 | $ | 79,073 | $ | (1,396) | $ | 695,402 | |||||||||||||||||||||||||||||||||
Cash Dividends, $0.125 per share | — | — | — | — | — | (3,966) | — | (3,966) | |||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | — | — | — | — | 2,874 | — | — | 2,874 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Shares under Equity Plans | (207) | (2,539) | 496 | 248 | (248) | — | — | (2,539) | |||||||||||||||||||||||||||||||||||||||
| Net Earnings | — | — | — | — | — | 12,798 | — | 12,798 | |||||||||||||||||||||||||||||||||||||||
| Unrealized (Loss) on Derivative Instruments, net of tax | — | — | — | — | — | — | (990) | (990) | |||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment, net of tax | — | — | — | — | — | — | 324 | 324 | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | (5,687) | $ | (141,292) | 36,596 | $ | 18,298 | $ | 741,054 | $ | 87,905 | $ | (2,062) | $ | 703,903 | |||||||||||||||||||||||||||||||||
Cash Dividends, $0.125 per share | — | — | — | — | — | (3,874) | — | (3,874) | |||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | — | — | — | — | 2,913 | — | — | 2,913 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Shares under Equity Plans | — | — | 24 | 12 | 48 | — | — | 60 | |||||||||||||||||||||||||||||||||||||||
| Acquisition of Treasury Stock | (66) | (804) | — | — | — | — | — | (804) | |||||||||||||||||||||||||||||||||||||||
| Net Earnings | — | — | — | — | — | 6,517 | — | 6,517 | |||||||||||||||||||||||||||||||||||||||
| Unrealized Gain on Derivative Instruments, net of tax | — | — | — | — | — | — | 1,685 | 1,685 | |||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment, net of tax | — | — | — | — | — | — | 180 | 180 | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | (5,753) | $ | (142,096) | 36,620 | $ | 18,310 | $ | 744,015 | $ | 90,548 | $ | (197) | $ | 710,580 | |||||||||||||||||||||||||||||||||
15
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Treasury Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| (In Thousands, Except Per Share) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | (4,580) | $ | (121,804) | 35,559 | $ | 17,779 | $ | 724,384 | $ | 98,546 | $ | (739) | $ | 718,166 | |||||||||||||||||||||||||||||||||
Cash Dividends, $0.11 per share | — | — | — | — | — | (3,584) | — | (3,584) | |||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | — | — | — | — | 3,611 | — | — | 3,611 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Shares Under Equity Plans | (163) | (3,541) | 410 | 205 | (153) | — | — | (3,489) | |||||||||||||||||||||||||||||||||||||||
| Acquisition of Treasury Stock | (262) | (5,720) | — | — | — | — | — | (5,720) | |||||||||||||||||||||||||||||||||||||||
| Net Earnings | — | — | — | — | — | 21,532 | — | 21,532 | |||||||||||||||||||||||||||||||||||||||
| Unrealized Gain on Fuel Hedge Derivative Instrument | — | — | — | — | — | — | 154 | 154 | |||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | — | — | — | — | — | — | 238 | 238 | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | (5,005) | $ | (131,065) | 35,969 | $ | 17,984 | $ | 727,842 | $ | 116,494 | $ | (347) | $ | 730,908 | |||||||||||||||||||||||||||||||||
Cash Dividends, $0.11 per share | — | — | — | — | — | (3,541) | — | (3,541) | |||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | — | — | — | — | 3,224 | — | — | 3,224 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Shares Under Equity Plans | — | — | 68 | 35 | 825 | — | — | 860 | |||||||||||||||||||||||||||||||||||||||
| Acquisition of Treasury Stock | (255) | (5,335) | — | — | — | — | — | (5,335) | |||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | (5,342) | (5,342) | ||||||||||||||||||||||||||||||||||||||||
| Unrealized Gain on Fuel Hedge Derivative Instrument | — | — | — | — | — | — | 85 | 85 | |||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | — | — | — | — | — | — | (346) | (346) | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | (5,260) | $ | (136,400) | 36,037 | $ | 18,019 | $ | 731,891 | $ | 107,611 | $ | (608) | $ | 720,513 | |||||||||||||||||||||||||||||||||
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 fair values of the Company's assets and liabilities as of June 30, 2023 and December 31, 2022 are further described in Note 3 to these condensed consolidated financial statements.
16
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) ("AOCI") by component for the six months ended June 30, 2023 and June 30, 2022 are summarized below:
| Six Months Ended June 30, 2023 | |||||||||||
| (In Thousands) | Derivative Instruments | Foreign Currency | Total | ||||||||
| Balance at December 31, 2022 | $ | (17) | $ | (1,379) | $ | (1,396) | |||||
| Other Comprehensive Income, net of Tax | 695 | 504 | 1,199 | ||||||||
| Balance at June 30, 2023 | $ | 678 | $ | (875) | $ | (197) | |||||
| Six Months Ended June 30, 2022 | |||||||||||
| (In Thousands) | Derivative Instruments | Foreign Currency | Total | ||||||||
| Balance at December 31, 2021 | $ | — | $ | (739) | $ | (739) | |||||
| Other Comprehensive Income (Loss), net of Tax | 239 | (108) | 131 | ||||||||
| Balance at June 30, 2022 | $ | 239 | $ | (847) | $ | (608) | |||||
Recent Accounting Pronouncements
There were no new accounting standards that had a material impact on the Company’s condensed consolidated financial statements during the six months ended June 30, 2023, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of June 30, 2023 that the Company expects to have a material impact on its condensed consolidated financial statements.
NOTE 2. ACQUISITIONS
BrandsMart U.S.A. Acquisition
On April 1, 2022, the Company completed the previously announced acquisition of all of the issued and outstanding shares of capital stock of BrandsMart U.S.A. Founded in 1977, BrandsMart U.S.A. is one of the leading appliance and consumer electronics retailers in the southeastern United States and one of the largest appliance retailers in the country, with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The Company paid total consideration of approximately $230 million in cash under the terms of the agreement and additional amounts for working capital adjustments and transaction related fees. Consideration transferred also included the off-market value associated with certain operating leases entered into in conjunction with the transaction, which is further described in the table below.
Management believes that the BrandsMart U.S.A. acquisition will strengthen the Company's ability to deliver on its mission of enhancing people’s lives by providing easy access to high quality furniture, appliances, electronics, and other home goods through affordable lease-to-own and retail purchase options. Management also believes that value creation opportunities include leveraging the Company's lease-to-own expertise to provide BrandsMart U.S.A.'s customers enhanced payment options and offering a wider selection of products to millions of Aaron's customers, as well as generating procurement savings and other cost synergies.
The BrandsMart U.S.A. acquisition has been accounted for as a business combination, and the BrandsMart results of operations are included in the Company's results of operations from the April 1, 2022 acquisition date. BrandsMart contributed revenues of $143.8 million and $287.9 million during the three and six months ended June 30, 2023, and $181.4 million during the three and six months ended June 30, 2022, respectively. BrandsMart also contributed net earnings of $1.1 million and $0.2 million during the three and six months ended June 30, 2023, and net losses of $15.9 million during the three and six months ended June 30, 2022, respectively.
17
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Acquisition Accounting
The consideration transferred and the estimated fair values of the assets acquired and liabilities assumed in the BrandsMart U.S.A. acquisition as of the April 1, 2022 acquisition date are as follows:
| (In Thousands) | Preliminary Amounts Recognized as of Acquisition Date1 | 2023 Measurement Period Adjustments2 | Final Amounts Recognized as of Acquisition Date | ||||||||
| Cash Consideration to BrandsMart U.S.A. | $ | 230,000 | $ | — | $ | 230,000 | |||||
| Acquired Cash | 15,952 | — | 15,952 | ||||||||
| Estimated Excess Working Capital, net of Cash | 35,599 | — | 35,599 | ||||||||
Non-Cash Off-Market Lease Agreement3 | 6,823 | — | 6,823 | ||||||||
| Aggregate Consideration Transferred | 288,374 | — | 288,374 | ||||||||
| Total Purchase Consideration, Net of Cash Acquired | 272,422 | — | 272,422 | ||||||||
| Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed | |||||||||||
| Accounts Receivable | 4,310 | — | 4,310 | ||||||||
| Merchandise Inventories | 124,064 | 173 | 124,237 | ||||||||
| Property, Plant and Equipment | 22,053 | (1,361) | 20,692 | ||||||||
| Operating Lease Right-of-Use Assets | 160,210 | — | 160,210 | ||||||||
Other Intangibles4 | 122,950 | — | 122,950 | ||||||||
Prepaid Expenses and Other Assets5 | 9,049 | (80) | 8,969 | ||||||||
| Total Identifiable Assets Acquired | 442,636 | (1,268) | 441,368 | ||||||||
| Accounts Payable and Accrued Expenses | 25,340 | (2,050) | 23,290 | ||||||||
| Customer Deposits and Advance Payments | 25,332 | 1,822 | 27,154 | ||||||||
| Operating Lease Liabilities | 158,712 | — | 158,712 | ||||||||
| Debt | 15,540 | — | 15,540 | ||||||||
| Total Liabilities Assumed | 224,924 | (228) | 224,696 | ||||||||
| Net Assets Acquired | 217,712 | (1,040) | 216,672 | ||||||||
Goodwill6 | 54,710 | 1,040 | 55,750 | ||||||||
| Total Estimated Fair Value of Net Assets Acquired | $ | 272,422 | $ | — | $ | 272,422 | |||||
1 As previously reported in the notes to the consolidated and combined financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
2 The measurement period adjustments recorded in 2023 primarily relate to opening balance sheet adjustments to certain asset and liability balances further illustrated in the table above.
3 Effective as of the acquisition date, the Company entered into lease agreements for six store locations retained by the sellers of BrandsMart U.S.A. The agreement includes initial terms of ten years, with options to renew each location for up to 20 years thereafter. The annual rent is considered to be above market. The value of the off-market element of the lease agreements has been included in consideration transferred and as a reduction to the operating lease right-of-use-asset.
4 Identifiable intangible assets are further disaggregated in the table set forth below.
5 Includes restricted cash of $2.5 million at the acquisition date that was held as collateral for BrandsMart U.S.A.'s workers' compensation and general liability insurance policies.
18
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6 The purchase price exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, all of which is expected to be deductible for tax purposes. Goodwill is comprised of synergies created from the expected future benefits to the Company, including those related to the expansion of BrandsMart stores into new markets, expanded product assortment, procurement synergies, the projected growth of the BrandsMart Leasing business, and certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce. See Note 1 to these condensed consolidated financial statements for further discussion of the identification of the Company's reporting units and the allocation of goodwill and Note 8 for the discussion of operating segments associated with the BrandsMart U.S.A. acquisition.
Intangible assets attributable to the BrandsMart U.S.A. acquisition are comprised of the following:
| Fair Value (In Thousands) | Weighted Average Life (In Years) | ||||||||||
| Trade Names | $ | 108,000 | 20.0 | ||||||||
| Non-Compete Agreements | 250 | 3.0 | |||||||||
| Customer List | 14,700 | 4.0 | |||||||||
| Total Acquired Intangible Assets | $ | 122,950 | |||||||||
The Company incurred $0.5 million and $2.4 million, and $8.0 million and $11.5 million of transaction costs during the three and six months ended June 30, 2023, and June 30, 2022, respectively, in connection with the acquisition of BrandsMart U.S.A. These costs were included within "Acquisition-Related Costs" in the condensed consolidated statements of earnings. Acquisition-Related Costs that will affect the Company's income statement throughout the remainder of 2023 are not expected to be material.
Pro Forma Financial Information
The following table presents unaudited consolidated pro forma information as if the acquisition of BrandsMart U.S.A. had occurred on January 1, 2021, compared to actual, historical results.
| (Unaudited) | Three Months Ended June 30, 2022 | |||||||
| (In Thousands) | As Reported | Pro Forma Combined Results | ||||||
| Revenues | $ | 610,384 | $ | 610,384 | ||||
| (Losses) Earnings Before Income Taxes | (13,474) | 17,609 | ||||||
| Net (Losses) Earnings | $ | (5,342) | $ | 17,908 | ||||
| (Unaudited) | Six Months Ended June 30, 2022 | |||||||
| (In Thousands) | As Reported | Pro Forma Combined Results | ||||||
| Revenues | $ | 1,066,466 | $ | 1,239,237 | ||||
| Earnings Before Income Taxes | 15,431 | 53,053 | ||||||
| Net Earnings | $ | 16,190 | $ | 44,068 | ||||
The unaudited pro forma combined financial information does not reflect the costs of any integration activities or dis-synergies, or benefits that may result from future costs savings due to revenue synergies, procurement savings or operational efficiencies expected to result from the BrandsMart U.S.A. acquisition. Accordingly, the unaudited pro forma financial information above is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the BrandsMart U.S.A. acquisition been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.
The unaudited pro forma combined financial information for the three and six months ended June 30, 2022 includes adjustments to, among other things, record depreciation expense, amortization expense and income taxes based upon the fair value allocation of the purchase price to BrandsMart U.S.A.'s tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2021.
19
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Interest expense on the additional debt incurred by the Company to fund the acquisition and personnel costs incurred related to the acquisition are also included in the unaudited pro forma combined information as if the BrandsMart U.S.A. acquisition had occurred on January 1, 2021 for the pro forma three and six months ended June 30, 2022.
NOTE 3. FAIR VALUE MEASUREMENT
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair value of the Company's current financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their carrying values due to their short-term nature. The Company's outstanding debt borrowings as of June 30, 2023 and December 31, 2022 were subject to a variable interest rate. Therefore, the fair value of these borrowings also approximates its carrying value. Debt borrowings are measured within Level 2 of the fair value hierarchy. The Company also measures certain non-financial assets at fair value on a nonrecurring basis, such as goodwill, intangible assets, operating lease right-of-use assets, property, plant, and equipment and assets held for sale, in connection with periodic evaluations for potential impairment.
The following table summarizes financial liabilities measured at fair value on a recurring basis:
| (In Thousands) | June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||
| Deferred Compensation Liability | $ | — | $ | (10,015) | $ | — | $ | — | $ | (8,621) | $ | — | |||||||||||||||||||||||
| Interest Rate Swap Asset (Liability) | $ | — | $ | 980 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
The Company maintains The Aaron's Company, 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 represents benefits accrued for plan participants and 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, which is recorded in accounts payable and accrued expenses in the condensed consolidated balance sheets.
In March 2023, the Company entered into an interest rate swap agreement for an aggregate notional amount of $100.0 million which is further described in Note 1 to these condensed consolidated financial statements. The fair value of the interest rate swap agreement is derived by using widely accepted valuation techniques and reflects the contractual terms of the interest rate swap including the period to maturity and uses observable market-based inputs, including interest rate curves. The fair value associated with the interest rate swap is recorded within prepaid expenses and other assets (when the resulting fair value is an asset) or accounts payable and accrued expenses (when the resulting fair value is a liability) within the Company's condensed consolidated balance sheets.
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) | June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||
| Assets Held for Sale | $ | — | $ | 1,113 | $ | — | $ | — | $ | 1,857 | $ | — | |||||||||||||||||||||||
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 expenses, net or restructuring expenses, net (if the asset is a part of the Company's restructuring programs as described in Note 7 to these condensed consolidated financial statements) in the condensed consolidated statements of earnings. The highest and best use of the primary components of assets held for sale are 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, and plans to sell the properties to third parties as quickly as practicable.
On April 1, 2022, the Company completed the previously announced acquisition of all of the issued and outstanding shares of capital stock of BrandsMart U.S.A. For the fair value measurements performed related to the net assets acquired, including acquired intangible assets, the Company utilized multiple Level 3 inputs and assumptions, such as estimates about costs of capital, future projected performance and cash flows. See Note 2 to these condensed consolidated financial statements for further details regarding the acquired assets.
20
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. INDEBTEDNESS
The following is a summary of the Company's debt, net of unamortized debt issuance costs as applicable:
| (In Thousands) | June 30, 2023 | December 31, 2022 | |||||||||
| Revolving Facility | $ | 15,000 | $ | 69,250 | |||||||
Term Loan, Due in Installments through April 20271 | 171,063 | 173,163 | |||||||||
| Total Debt | 186,063 | 242,413 | |||||||||
| Less: Current Maturities | 4,375 | 23,450 | |||||||||
| Long-Term Debt | $ | 181,688 | $ | 218,963 | |||||||
1 Includes unamortized debt issuance costs of $0.7 million and $0.7 million as of June 30, 2023 and December 31, 2022. The Company has included $2.5 million and $2.9 million of debt issuance costs as of June 30, 2023 and December 31, 2022, respectively, related to the new and previous revolving credit facility, within prepaid expenses and other assets in the condensed consolidated balance sheets.
Revolving Credit Facility and Term Loan
To finance the BrandsMart U.S.A. acquisition, on April 1, 2022 the Company entered into a new unsecured credit facility (the "Credit Facility") which replaced its previous $250 million unsecured credit facility dated as of November 9, 2020 (as amended, the "Previous Credit Facility"). The Previous Credit Facility is further described in Note 8 to the consolidated and combined financial statements of the 2022 Annual Report. The Credit Facility provides for a $175 million term loan (the "Term Loan") and a $375 million revolving credit facility (the "Revolving Facility"), which includes (i) a $35 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $35 million sublimit for swing line loans on customary terms. The Company pays a commitment fee on unused balances related to the revolving facility, which ranges from 0.20% to 0.30% as determined by the Company's ratio of total net debt to EBITDA (as defined by the agreement).
On April 1, 2022, the Company borrowed $175 million under the Term Loan and $117 million under the Revolving Facility to finance the purchase price for the BrandsMart U.S.A. acquisition and other customary acquisition and financing-related closing costs and adjustments. The Company expects that future additional borrowings under the Revolving Facility will be used to provide for working capital and capital expenditures, to finance future permitted acquisitions and for other general corporate purposes. As of June 30, 2023, $171.7 million and $15.0 million remained outstanding under the Term Loan and Revolving Facility, respectively, compared to $173.9 million and $69.3 million outstanding at December 31, 2022. Amounts outstanding under the letters of credit, which reduce availability under the Revolving Facility, were $19.0 million and $17.3 million as of June 30, 2023 and December 31, 2022, respectively.
Borrowings under the Revolving Facility and the Term Loan bear interest at a rate per annum equal to, at the option of the Company, (i) the forward-looking term rate based on SOFR plus an applicable margin ranging between 1.50% and 2.25%, based on the Company's Total Net Debt to EBITDA Ratio, or (ii) the base rate (as defined in the Credit Facility) plus an applicable margin, which is 1.00% lower than the applicable margin for SOFR loans.
The loans and commitments under the Revolving Facility mature or terminate on April 1, 2027. The Term Loan amortizes in quarterly installments, commencing on December 31, 2022, in an aggregate annual amount equal to (i) 2.50% of the original principal amount of the Term Loan during the first and second years after the closing date, (ii) 5.00% of the original principal amount of the Term Loan during the third, fourth and fifth years after the closing date, with the remaining principal balance of the Term Loan to be due and payable in full on April 1, 2027.
Franchise Loan Facility Amendment
On April 1, 2022, the Company also entered into a new $12.5 million unsecured franchise loan facility (the "Franchise Loan Facility"), which replaced its previous $15.0 million amended and restated unsecured franchise loan facility dated as of November 10, 2021. The Franchise Loan Facility operates as a guarantee by the Company of certain debt obligations of certain Aaron's franchisees (the "Borrower") under a franchise loan program.
21
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 Franchise Loan Facility, which would be due in full within 90 days of such event of default. Borrowings under the Franchise Loan Facility bear interest at a rate per annum equal to SOFR plus an applicable margin ranging between 1.50% and 2.25%, based on the Company's Total Net Debt to EBITDA Ratio (as defined in the Franchise Loan Facility). The Franchise Loan Facility is available for a period of 364 days commencing on April 1, 2022, and permits the Borrower to request extensions for additional 364-day periods. On February 10, 2023, the Company amended its Franchise Loan Facility to extend the maturity date from March 31, 2023 to March 30, 2024. Subsequently on February 23, 2023, the Company amended its Franchise Loan Facility to reduce the total commitment amount from $12.5 million to $10.0 million.
Financial Covenants
The Credit Facility and the Franchise Loan Facility contain customary financial covenants including (a) a maximum Total Net Debt to EBITDA Ratio of 2.75 to 1.00 and (b) a minimum Fixed Charge Coverage Ratio of 1.75 to 1.00.
If the Company fails to comply with these covenants, the Company will be in default under these agreements, and all borrowings outstanding could become due immediately. Under the Credit Facility and Franchise Loan Facility, the Company may pay cash dividends in any year so long as, after giving pro forma effect to the dividend payment, the Company maintains compliance with its financial covenants and no event of default has occurred or would result from the payment. The Company is in compliance with all covenants under the Credit Facility at June 30, 2023.
NOTE 5. REVENUE RECOGNITION
The following table disaggregates revenue by source:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (In Thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Lease Revenues and Fees | $ | 353,751 | $ | 386,513 | $ | 727,546 | $ | 795,831 | |||||||||
| Retail Sales | 148,046 | 190,848 | 298,592 | 203,455 | |||||||||||||
| Non-Retail Sales | 22,800 | 27,042 | 46,735 | 54,869 | |||||||||||||
| Franchise Royalties and Fees | 5,588 | 5,792 | 11,486 | 11,910 | |||||||||||||
| Other | 187 | 189 | 374 | 401 | |||||||||||||
Total Revenues1 | $ | 530,372 | $ | 610,384 | $ | 1,084,733 | $ | 1,066,466 | |||||||||
1 Includes revenues from Canadian operations of $4.3 million and $8.7 million during the three and six months ended June 30, 2023, respectively, (three and six months ended June 30, 2022: $4.8 million and $9.7 million, respectively), which are primarily lease revenues and fees.
Lease Revenues and Fees
The Aaron's Business segment, which includes BrandsMart Leasing, provides lease merchandise, consisting of furniture, appliances, electronics, computers, and other home goods to their customers for lease under certain terms agreed to by the customer. The Aaron's Business segment offers leases with flexible ownership plans that can be generally renewed weekly, bi-weekly, semi-monthly, or monthly up to 12, 18 or 24 months and does not require deposits upon inception of customer agreements. The customer has the right to acquire ownership either through an early purchase option or through payment of all required lease payments through the end of the ownership plan. Aaron's also offers customers the option to obtain a membership in the Aaron’s Club program. The benefits to customers of the Aaron's Club program are separated into three general categories: (a) lease protection benefits; (b) health & wellness discounts; and (c) dining, shopping and consumer savings. Lease agreements offered by the Aaron's Business segment including the Aaron's Club program memberships and BrandsMart Leasing, are cancellable at any time by either party without penalty, and as such, these offerings are renewable period to period arrangements.
Lease revenues related to the leasing of merchandise and Aaron's Club membership fees are recognized as revenue in the month they are earned. Payments received prior to the month earned are recorded as deferred lease revenue, and this amount is included in customer deposits and advance payments in the accompanying condensed consolidated balance sheets. Lease payments due but not received prior to month end are recorded as accounts receivable in the accompanying condensed consolidated balance sheets. Lease revenues are recorded net of a provision for returns and uncollectible renewal payments.
22
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
All of Aaron's customer lease agreements, including BrandsMart Leasing, are considered operating leases. The Company maintains ownership of the lease merchandise until all payment obligations are satisfied under lease agreements. Initial direct costs related to customer agreements are expensed as incurred and have been classified as other operating expenses, net in the condensed consolidated statements of earnings. The statement of earnings effects of expensing the initial direct costs as incurred are not materially different from amortizing initial direct costs over the lease ownership plan.
Substantially all lease revenues and fees were within the scope of ASC 842, Leases, during the three and six months ended June 30, 2023 and 2022. Included in lease revenues and fees above, the Company had $6.2 million and $12.5 million of other revenue during the three and six months ended June 30, 2023, respectively, (three and six months ended June 30, 2022: $7.0 million and $14.0 million, respectively) within the scope of ASC 606, Revenue from Contracts with Customers, which is included in lease revenues and fees above. Lease revenues and fees are recorded within lease revenues and fees in the accompanying condensed consolidated statements of earnings.
Retail Sales
All retail sales revenue is within the scope of ASC 606, Revenue from Contracts with Customers, during the three and six months ended June 30, 2023 and 2022.
Aaron's Business
Revenues from the retail sale of lease merchandise to individual consumers are recognized at the point of sale and are recorded within retail sales in the accompanying condensed consolidated statements of earnings. Generally, the transfer of control occurs near or at the point of sale for retail sales. Aaron's Business retail sales are not subject to a returns policy.
BrandsMart
Revenues from the retail sale of merchandise inventories are recorded within retail sales in the accompanying condensed consolidated statement of earnings and are recognized at a point in time that the Company has satisfied its performance obligation and transferred control of the product to the respective customer. Revenues associated with retail sales transactions for which control has not transferred are deferred and are recorded within customer deposits and advance payments within the accompanying consolidated balance sheets.
Retail sales at the BrandsMart segment, both in store and online, are subject to the segment's 30-day return policy. Accordingly, an allowance, based on historical returns experience, for sales returns is recorded as a component of retail sales in the period in which the related sales are recorded as well as an asset for the returned merchandise. The return asset and allowance for sales returns as of June 30, 2023 was $2.4 million and $3.2 million, respectively, compared to $3.0 million and $4.0 million as of December 31, 2022, respectively. The return asset and allowance for sales returns was recorded within prepaid and other assets and accounts payable and accrued expenses within the accompanying consolidated balance sheets, respectively.
Additional protection plans can be purchased by BrandsMart U.S.A. customers that provides extended warranty coverage on their product purchases, with payment being due for this protection at the point of sale. A third-party underwriter assumes the risk associated with the coverage and is primarily responsible for fulfillment. The Company is an agent to the contract and records the fixed commissions within retail sales in the accompanying condensed consolidated statements of earnings on a net basis.
Non-Retail Sales
Revenues for the non-retail sale of merchandise to Aaron's franchisees are recognized when control transfers to the franchisee, which is upon delivery of the merchandise and are recorded within non-retail sales in the accompanying condensed consolidated statements of earnings. All non-retail sales revenue is within the scope of ASC 606, Revenue from Contracts with Customers, during the three and six months ended June 30, 2023 and 2022.
Franchise Royalties and Fees
We have existing agreements with our current Aaron's franchisees to govern the operations of franchised stores. Our standard agreement is for a term of ten years, with one ten-year renewal option. Franchisees are obligated to remit to us royalty payments of 6% of the weekly cash revenue payments received, which is recognized as the fees become due.
23
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company guarantees certain debt obligations of some of the franchisees and receives guarantee fees based on the outstanding debt obligations of such franchisees. Refer to Note 6 to these condensed consolidated financial statements for additional discussion of the franchise-related guarantee obligation. The Company also charges fees for advertising efforts that benefit the franchisees, which are recognized at the time the advertising takes place.
Substantially all franchise royalties and fee revenue is within the scope of ASC 606, Revenue from Contracts with Customers. Of the franchise royalties and fees, $4.4 million and $9.2 million during the three and six months ended June 30, 2023, respectively (three and six months ended June 30, 2022: $4.6 million and $9.5 million, respectively), is related to franchise royalty income that is recognized as the fees become due. The remaining revenue is primarily related to advertising fees charged to franchisees. Franchise royalties and fees are recorded within franchise royalties and other revenues in the accompanying condensed consolidated statements of earnings.
NOTE 6. COMMITMENT AND CONTINGENCIES
Guarantees
The Company has guaranteed certain debt obligations of some of its Aaron's franchisees under a franchise loan program (the "Franchise Loan Facility") as described in further detail in Note 4 to these condensed consolidated financial statements. 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 franchise loan program in 1994, the Company's losses associated with the program have been insignificant. However, the Company could incur losses that could be significant in a future period due to potential adverse trends in the liquidity and/or financial performance of Aaron's franchisees resulting in an event of default or impending defaults by franchisees.
The Company entered into a new Franchise Loan Facility agreement on April 1, 2022, which reduced the total commitment under the Franchise Loan Facility from $15.0 million to $12.5 million and extended the commitment termination date to March 31, 2023. On February 10, 2023, the Company amended its Franchise Loan Facility to extend the maturity date from March 31, 2023 to March 30, 2024. Subsequently on February 23, 2023, the Company amended its Franchise Loan Facility to reduce the total commitment amount from $12.5 million to $10.0 million. At June 30, 2023, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $4.5 million. The Company is subject to financial covenants under the Franchise Loan Facility as detailed in Note 4 to these condensed consolidated financial statements. At June 30, 2023, the Company was in compliance with all covenants under the Franchise Loan Facility agreement.
The Company records a liability related to estimated future losses from repaying the franchisees' outstanding debt obligations upon any possible future events of default. This liability is included in accounts payable and accrued expenses in the condensed consolidated balance sheets and was $1.0 million and $1.3 million at June 30, 2023 and December 31, 2022, respectively. The balances at June 30, 2023 and December 31, 2022 included qualitative consideration of potential losses associated with uncertainties impacting the operations and liquidity of our franchisees. Uncertainties include inflationary and other economic pressures in the current macroeconomic environment.
Legal Proceedings
From time to time, the Company is party to various legal and regulatory proceedings arising in the ordinary course of business, certain of which have been described below. 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 due to the inherent uncertainty in litigation, regulatory and similar adversarial proceedings, and 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 had accrued $0.4 million and $2.7 million at June 30, 2023 and December 31, 2022, respectively, for pending legal and regulatory matters for which it believes losses are probable and is management’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 estimates that the aggregate range of reasonably possible loss in excess of accrued liabilities for such probable loss contingencies is between zero and $0.5 million.
24
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
At June 30, 2023, 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 zero and $0.5 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.
Other Contingencies
Management regularly assesses the Company's insurance deductibles, monitors 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.
NOTE 7. RESTRUCTURING
As management continues to execute on its long-term strategic plan, additional benefits and charges are expected to result from our restructuring programs. The extent of any future charges related to our restructuring programs are not currently estimable and depend on various factors including the timing and scope of future cost optimization initiatives.
Operational Efficiency and Optimization Restructuring Program
During the third quarter of 2022, the Company initiated an operational efficiency and optimization restructuring program intended to strengthen operational efficiencies and reduce the Company’s overall costs. Management believes that this restructuring program will help the Company sharpen its operational focus, optimize its cost profile, allocate capital resources towards long-term strategic objectives, and generate incremental value for shareholders through investments in technological capabilities, and fulfillment center logistics competencies. Since initiation, the program has resulted in the closure or consolidation of 29 Company-operated Aaron's stores. This program also includes the hub and showroom model to optimize labor and other operating expenses in markets, store labor realignments, rationalization of the Company's supply chain, the centralization and restructuring of store support center, operations, and multi-unit store oversight functions, as well as other real estate and third party spend costs reductions.
Total net restructuring expenses under the Operational Efficiency and Optimization Restructuring Program related to the initiatives described above were $1.6 million and $4.4 million during the three and six months ended June 30, 2023. Such expenses were recorded within the Unallocated Corporate category for segment reporting and were comprised mainly of professional advisory fees in the three months ended June 30, 2023 and severance charges in the three months ended March 31, 2023, primarily related to the Company's January 2023 headcount reduction of its store support center and Aaron's Business store oversight functions. Throughout the six months ended June 30, 2023 we also incurred continuing variable occupancy costs related to closed stores, operating lease right-of-use asset impairment charges and fixed asset impairment charges.
Since inception of the operational efficiency and optimization restructuring program, the Company has incurred charges of $16.0 million under the plan. These cumulative charges are primarily comprised of operating lease right-of-use asset and fixed impairment charges, continuing variable occupancy costs incurred related to closed stores, professional advisory fees, and severance related to reductions in store support center and field support staff headcount.
Real Estate Repositioning and Optimization Restructuring Program
During the first quarter of 2020, the Company initiated a real estate repositioning and optimization restructuring program. This program includes a strategic plan to remodel, reposition, and consolidate our Company-operated Aaron's store footprint over the next to four years. We believe that such strategic actions will allow Aaron's to continue to successfully serve our markets while continuing to utilize our growing aarons.com platform. Management expects that this strategy, along with our increased use of technology, will enable us to reduce store count while retaining a significant portion of our existing customer relationships as well as attract new customers. Since initiation, the program has resulted in the closure, consolidation, or relocation of 232 Company-operated Aaron's stores during 2020, 2021, 2022 and the first six months of 2023. This program also resulted in the closure of one administrative store support building, a further rationalization of our store support center staff, which included a reduction in employee headcount in those areas to more closely align with current business conditions. As of June 30, 2023, we have identified approximately 30 remaining Aaron's stores for closure, consolidation, or relocation that have not yet been closed and vacated, which are expected to close during the remainder of 2023.
Total net restructuring expenses under the real estate repositioning and optimization restructuring program were $3.3 million and $5.7 million during the three and six months ended June 30, 2023. Restructuring expenses were recorded within the Unallocated Corporate category of segment reporting and were comprised mainly of continuing variable occupancy costs
25
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
incurred related to closed stores and operating lease right-of-use asset and fixed asset impairment charges related to the vacancy or planned vacancy of stores identified for closure.
Since inception of the real estate repositioning and optimization program, the Company has incurred charges of $67.3 million under the plan. These cumulative charges are primarily comprised of operating lease right-of-use asset and fixed impairment charges, losses recognized related to contractual lease obligations, and severance related to reductions in store support center and field support staff headcount.
The following table summarizes restructuring charges for the three and six months ended June 30, 2023 and 2022, respectively, under the Company's restructuring programs:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
Right-of-Use Asset Impairment | $ | 861 | $ | 3,158 | $ | 1,635 | $ | 4,336 | |||||||||||||||
Operating Lease Charges1 | 2,712 | 922 | 4,620 | 2,364 | |||||||||||||||||||
| Fixed Asset Impairment | 58 | 1,206 | 180 | 1,451 | |||||||||||||||||||
Severance2 | (372) | — | 1,830 | 418 | |||||||||||||||||||
Other Expenses3 | 1,576 | 266 | 1,859 | 380 | |||||||||||||||||||
| Net Losses (Gain) on Sale of Store Properties and Related Assets | — | 30 | — | (32) | |||||||||||||||||||
Total Restructuring Expenses, Net | $ | 4,835 | $ | 5,582 | $ | 10,124 | $ | 8,917 | |||||||||||||||
1 Includes an accrual of $1.4 million for deferred maintenance on previously restructured properties.
2 During the three months ended June 30, 2023, the Company had a partial reversal of severance charges that were originally estimated in connection with the Company's January 2023 headcount reduction.
3 Includes professional advisory fees and net gains related to the sale of store properties and related assets.
The following table summarizes the activity for the six months ended June 30, 2023 and the corresponding accrual balance as of June 30, 2023 for the restructuring programs:
(In Thousands) | Severance | Operating Lease Charges1,2 | Professional Advisory Fees | ||||||||
Balance at January 1, 2023 | $ | 695 | $ | 2,200 | $ | 1,032 | |||||
Restructuring Charges (Reversals) | 1,830 | 1,409 | 1,440 | ||||||||
| Payments | (2,525) | (2,200) | (1,845) | ||||||||
| Balance at June 30, 2023 | $ | — | $ | 1,409 | $ | 627 | |||||
1 Operating lease charge liabilities outstanding at January 1, 2023 represent expenses related to a real estate-related settlement which remained payable at December 31, 2022 and was subsequently paid during the first quarter of 2023.
2 Operating lease charges payable at June 30, 2023 relate to accrued maintenance charges at various properties vacated in conjunction with the restructuring programs discussed herein. These liabilities are included within accounts payable and accrued expenses in the condensed consolidated balance sheets.
NOTE 8. SEGMENTS
Segment Reporting
For all periods prior to April 1, 2022, the Company only had one operating and reportable segment. Effective as of April 1, 2022 and in connection with the acquisition of BrandsMart U.S.A., the Company updated its reportable segments to align the reportable segments with the current organizational structure and the operating results that the chief operating decision maker regularly reviews to analyze performance and allocate resources, which includes two operating and reportable segments: Aaron's Business and BrandsMart, along with an Unallocated Corporate category for remaining unallocated costs.
26
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Aaron's Business segment includes the operations of the Pre-Spin Aaron's business (as described in the 2022 Annual Report), which continued after the separation to provide consumers with LTO and retail purchase solutions through the Company's Aaron's stores in the United States and Canada and the aarons.com e-commerce platform. This operating segment also supports franchisees of its Aaron's stores. In addition, the Aaron's Business segment includes the operations of BrandsMart Leasing, which offers a lease-to-own solution to customers of BrandsMart U.S.A., and Woodhaven, which manufactures and supplies a significant portion of the upholstered furniture leased and sold in Company-operated and franchised Aaron's stores.
The BrandsMart segment includes the operations of BrandsMart U.S.A. (other than BrandsMart Leasing), which is one of the leading appliance and consumer electronics retailers in the southeastern United States and one of the largest appliance retailers in the country with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The results of BrandsMart have been included in the Company's consolidated results from the April 1, 2022 acquisition date.
Measurement of Segment Profit or Loss and Segment Assets
The Company evaluates segment performance based primarily on revenues and earnings (losses) from operations before unallocated corporate costs, which are evaluated on a consolidated basis and not allocated to the Company's business segments. Intersegment sales between BrandsMart and the Aaron's Business pertaining to BrandsMart Leasing, are recognized at retail prices. Since the intersegment profit affects cost of goods sold, depreciation and lease merchandise valuation, they are adjusted when intersegment profit is eliminated in consolidation. The Company determines earnings (losses) before income taxes for all reportable segments in accordance with U.S. GAAP.
Unallocated Corporate costs are presented separately and generally include unallocated costs associated with the following: equity-based compensation, interest income and expense, information security, executive compensation, legal and compliance, corporate governance, accounting and finance, human resources and other corporate functions. The Unallocated Corporate category also includes acquisition-related costs, restructuring charges and separation costs for which the individual operating segments are not being evaluated.
The Company does not evaluate performance or allocate resources based on segment asset data, and therefore total segment assets are not presented.
| Three Months Ended June 30, 2023 | ||||||||||||||
| (In Thousands) | Aaron's Business | BrandsMart | Elimination of Intersegment Revenues | Total | ||||||||||
| Lease Revenues and Fees | $ | 353,751 | $ | — | $ | — | $ | 353,751 | ||||||
| Retail Sales | 6,615 | 143,776 | (2,345) | 148,046 | ||||||||||
| Non-Retail Sales | 22,800 | — | — | 22,800 | ||||||||||
| Franchise Royalties and Fees | 5,588 | — | — | 5,588 | ||||||||||
| Other | 187 | — | — | 187 | ||||||||||
| Total Revenues | $ | 388,941 | $ | 143,776 | $ | (2,345) | $ | 530,372 | ||||||
| Three Months Ended June 30, 2023 | |||||||||||||||||
| (In Thousands) | Aaron's Business | BrandsMart | Unallocated Corporate1 | Elimination | Total | ||||||||||||
| Gross Profit | $ | 246,839 | $ | 35,569 | $ | — | $ | (136) | $ | 282,272 | |||||||
| Earnings (Losses) Before Income Taxes | 30,840 | 1,083 | (23,833) | (88) | 8,002 | ||||||||||||
Depreciation and Amortization2 | 18,655 | 3,390 | 222 | — | 22,267 | ||||||||||||
| Capital Expenditures | 15,629 | 4,293 | 1,434 | — | 21,356 | ||||||||||||
1 The losses before income taxes for the Unallocated Corporate category during the three months ended June 30, 2023 was impacted by restructuring charges of $4.8 million, and BrandsMart U.S.A. acquisition-related costs of $0.5 million.
2 Excludes depreciation of lease merchandise, which is not included in the chief operating decision maker's measure of depreciation and amortization.
27
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three Months Ended June 30, 2022 | ||||||||||||||
| (In Thousands) | Aaron's Business | BrandsMart | Elimination of Intersegment Revenues | Total | ||||||||||
| Lease Revenues and Fees | $ | 386,513 | $ | — | $ | — | $ | 386,513 | ||||||
| Retail Sales | 10,709 | 181,442 | (1,303) | 190,848 | ||||||||||
| Non-Retail Sales | 27,042 | — | — | 27,042 | ||||||||||
| Franchise Royalties and Fees | 5,792 | — | — | 5,792 | ||||||||||
| Other | 189 | — | — | 189 | ||||||||||
| Total Revenues | $ | 430,245 | $ | 181,442 | $ | (1,303) | $ | 610,384 | ||||||
| Three Months Ended June 30, 2022 | |||||||||||||||||
| (In Thousands) | Aaron's Business | BrandsMart1 | Unallocated Corporate2 | Elimination | Total | ||||||||||||
| Gross Profit | $ | 270,611 | $ | 22,875 | $ | — | $ | (339) | $ | 293,147 | |||||||
| Earnings (Losses) Before Income Taxes | 29,520 | (15,919) | (26,736) | (339) | (13,474) | ||||||||||||
Depreciation and Amortization3 | 18,513 | 3,368 | 364 | — | 22,245 | ||||||||||||
| Capital Expenditures | 29,975 | 659 | 1,950 | — | 32,584 | ||||||||||||
1 Losses before income taxes for the BrandsMart segment during the three months ended June 30, 2022 was impacted by a one-time, non-cash charge for a fair value adjustment to the acquired merchandise inventories of $23.0 million.
2 The losses before income taxes for the Unallocated Corporate category during the three months ended June 30, 2022 was impacted by BrandsMart U.S.A. acquisition-related costs of $8.0 million, restructuring charges of $5.6 million and separation-related costs of $0.2 million.
3 Excludes depreciation of lease merchandise, which is not included in the chief operating decision maker's measure of depreciation and amortization.
| Six months ended June 30, 2023 | ||||||||||||||
| (In Thousands) | Aaron's Business | BrandsMart | Elimination of Intersegment Revenues | Total | ||||||||||
| Lease Revenues and Fees | $ | 727,546 | $ | — | $ | — | $ | 727,546 | ||||||
| Retail Sales | 14,933 | 287,934 | (4,275) | 298,592 | ||||||||||
| Non-Retail Sales | 46,735 | — | — | 46,735 | ||||||||||
| Franchise Royalties and Fees | 11,486 | — | — | 11,486 | ||||||||||
| Other | 374 | — | — | 374 | ||||||||||
| Total Revenues | $ | 801,074 | $ | 287,934 | $ | (4,275) | $ | 1,084,733 | ||||||
| Six months ended June 30, 2023 | |||||||||||||||||
| (In Thousands) | Aaron's Business1 | BrandsMart | Unallocated Corporate2 | Elimination | Total | ||||||||||||
| Gross Profit | $ | 507,545 | $ | 70,704 | $ | — | $ | (283) | $ | 577,966 | |||||||
| Earnings (Losses) Before Income Taxes | 66,699 | 195 | (49,804) | (196) | 16,894 | ||||||||||||
Depreciation and Amortization3 | 37,358 | 7,035 | 444 | — | 44,837 | ||||||||||||
| Capital Expenditures | 33,658 | 5,209 | 2,698 | — | 41,565 | ||||||||||||
1 The earnings before income taxes for the Aaron's Business during the six months ended June 30, 2023 includes a $3.8 million receipt from the settlement of a class action lawsuit related to alleged anti-competitive conduct by several manufacturers of cathode ray tubes.
28
THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2 The losses before income taxes for the Unallocated Corporate category during the six months ended June 30, 2023 was impacted by restructuring charges of $10.1 million, BrandsMart U.S.A. acquisition-related costs of $2.4 million, and separation-related costs of $0.1 million.
3 Excludes depreciation of lease merchandise, which is not included in the chief operating decision maker's measure of depreciation and amortization.
| Six months ended June 30, 2022 | ||||||||||||||
| (In Thousands) | Aaron's Business | BrandsMart | Elimination of Intersegment Revenues | Total | ||||||||||
| Lease Revenues and Fees | $ | 795,831 | $ | — | $ | — | $ | 795,831 | ||||||
| Retail Sales | 23,316 | 181,442 | (1,303) | 203,455 | ||||||||||
| Non-Retail Sales | 54,869 | — | — | 54,869 | ||||||||||
| Franchise Royalties and Fees | 11,910 | — | — | 11,910 | ||||||||||
| Other | 401 | — | — | 401 | ||||||||||
| Total Revenues | $ | 886,327 | $ | 181,442 | $ | (1,303) | $ | 1,066,466 | ||||||
| Six months ended June 30, 2022 | |||||||||||||||||
| (In Thousands) | Aaron's Business | BrandsMart1 | Unallocated Corporate2 | Elimination | Total | ||||||||||||
| Gross Profit | $ | 555,558 | $ | 22,875 | $ | — | $ | (339) | $ | 578,094 | |||||||
| Earnings (Loss) Before Income Taxes | 81,681 | (15,919) | (49,992) | (339) | 15,431 | ||||||||||||
Depreciation and Amortization3 | 36,265 | 3,368 | 761 | — | 40,394 | ||||||||||||
| Capital Expenditures | 53,235 | 659 | 3,793 | — | 57,687 | ||||||||||||
1 Losses before income taxes for the BrandsMart segment during the six months ended June 30, 2022 were impacted by a one-time, non-cash charge for a fair value adjustment to the acquired merchandise inventories of $23.0 million.
2 Losses before income taxes for the Unallocated Corporate category during the six months ended June 30, 2022 were impacted by BrandsMart U.S.A. acquisition-related costs of $11.5 million, restructuring charges of $8.9 million and separation-related costs of $0.8 million.
3 Excludes depreciation of lease merchandise, which is not included in the chief operating decision maker's measure of depreciation and amortization.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Information: Except for historical information contained herein, the matters set forth in this Form 10-Q are forward-looking statements. These statements are based on management’s current expectations and plans, which involve risks and uncertainties. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as "believe," "expect," "expectation," "anticipate," "may," "could," "should", "intend," "belief," "estimate," "plan," "target," "project," "likely," "will," "forecast,", "future", "outlook," and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the filing date of this Quarterly Report and which involve risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by these statements. These risks and uncertainties include factors such as (i) factors impacting consumer spending, including the current inflationary environment, general macroeconomic conditions and rising interest rates; (ii) the possibility that the operational, strategic and shareholder value creation opportunities expected from the separation and spin-off of the Aaron’s Business (as described in the 2022 Annual Report) into what is now The Aaron’s Company, Inc. may not be achieved in a timely manner, or at all; (iii) the failure of that separation to qualify for the expected tax treatment; (iv) the risk that the Company may fail to realize the benefits expected from the acquisition of BrandsMart U.S.A., including projected synergies; (v) risks related to the disruption of management time from ongoing business operations due to the BrandsMart U.S.A. acquisition; (vi) failure to promptly and effectively integrate the BrandsMart U.S.A. acquisition; (vii) the effect of the BrandsMart U.S.A. acquisition on our ongoing results and businesses and on the ability of Aaron's and BrandsMart to retain and hire key personnel or maintain relationships with suppliers; (viii) changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; (ix) legal and regulatory proceedings and investigations, including those related to consumer protection laws and regulations, customer privacy, third party and employee fraud and information security; (x) the risks associated with our strategy and strategic priorities not being successful, including our e-commerce and real estate repositioning and optimization initiatives or being more costly than anticipated; (xi) risks associated with the challenges faced by our business, including the commoditization of consumer electronics, our high fixed-cost operating model and the ongoing labor shortage; (xii) increased competition from traditional and virtual lease-to-own competitors, as well as from traditional and online retailers and other competitors; (xiii) financial challenges faced by our franchisees; (xiv) increases in lease merchandise write-offs; (xv) the availability and prices of supply chain resources, including products and transportation; (xvi) business disruptions due to political or economic instability due to the ongoing conflict between Russia and Ukraine; and (xvii) the other risks and uncertainties discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Annual Report"). Statements in this Quarterly Report that are “forward-looking” include without limitation statements about: (i) the execution of our key strategic priorities; (ii) the growth and other benefits we expect from executing those priorities; (iii) our financial performance outlook; and (iv) the Company’s goals, plans, expectations, and projections regarding the expected benefits of the BrandsMart acquisition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the filing date of this Quarterly Report.
The following discussion should be read in conjunction with the condensed consolidated financial statements as of and for the three and six months ended June 30, 2023 and 2022, including the notes to those statements, appearing elsewhere in this report. We also suggest that management’s discussion and analysis appearing in this report be read in conjunction with the management’s discussion and analysis and the consolidated and combined financial statements included in our 2022 Annual Report.
Business Overview
The Company is a leading, technology-enabled, omni-channel provider of lease-to-own ("LTO") and retail purchase solutions of furniture, electronics, appliances, and other home goods across its brands: Aaron's, BrandsMart U.S.A., BrandsMart Leasing, and Woodhaven Furniture Industries ("Woodhaven").
As of June 30, 2023, the Company's operating and reportable segments are the Aaron's Business and BrandsMart, each as described below.
The Aaron's Business segment is comprised of (i) Aaron's branded Company-operated and franchise-operated stores; (ii) its e-commerce platform ("aarons.com"); (iii) Woodhaven; and (iv) BrandsMart Leasing (collectively, the "Aaron’s Business").
The operations of BrandsMart U.S.A. (excluding BrandsMart Leasing) comprise the BrandsMart segment (collectively, "BrandsMart").
30
Aaron's Business Segment
Since its founding in 1955, Aaron's has been committed to serving the overlooked and underserved customer with a dedication to inclusion and improving the communities in which it operates. Through a portfolio of approximately 1,260 stores and its aarons.com e-commerce platform, Aaron's, together with its franchisees, provide consumers with LTO and retail purchase solutions for the products they need and want, with a focus on providing its customers with unparalleled customer service, high approval rates, lease plan flexibility, and an attractive value proposition, including competitive monthly payments and total cost of ownership, as compared to other LTO providers.
Woodhaven manufactures and supplies a significant portion of the upholstered furniture leased and sold in Company-operated and franchised Aaron's stores.
Launched in 2022, BrandsMart Leasing offers LTO purchase solutions to customers of BrandsMart U.S.A.
BrandsMart Segment
Founded in 1977, BrandsMart U.S.A. is one of the leading appliance and consumer electronics retailers in the southeast United States and one of the largest appliance retailers in the country with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The operations of BrandsMart U.S.A. (other than BrandsMart Leasing) comprise the BrandsMart segment.
BrandsMart U.S.A. Acquisition
On April 1, 2022, the Company completed the previously announced transaction to acquire a 100% ownership of Interbond Corporation of America, doing business as BrandsMart U.S.A. The Company paid total consideration of approximately $230 million in cash under the terms of the agreement and additional amounts for working capital adjustments and transaction related fees. Consideration transferred also included the off-market value associated with certain operating leases entered into in conjunction with the transaction. Refer to Note 2 to these condensed consolidated financial statements for additional information regarding the BrandsMart U.S.A. acquisition. The results of BrandsMart, which is presented as a separate reportable segment, have been included in the Company's consolidated results from the April 1, 2022 acquisition date.
Management believes that the BrandsMart U.S.A. acquisition will strengthen the Company's ability to deliver on its mission of enhancing people’s lives by providing easy access to high quality furniture, appliances, electronics, and other home goods through affordable lease-to-own and retail purchase options. Management also believes that value creation opportunities include leveraging the Company's lease-to-own expertise to provide BrandsMart U.S.A.'s customers enhanced payment options and offering a wider selection of products to millions of Aaron's customers, as well as generating procurement savings and other cost synergies.
Restructuring Programs
As management continues to execute on its long-term strategic plan, additional benefits and charges are expected to result from our restructuring programs. The extent of any future charges related to our restructuring programs are not currently estimable and depend on various factors including the timing and scope of future cost optimization initiatives.
Real Estate Repositioning and Optimization Restructuring Program
During the first quarter of 2020, the Company initiated a real estate repositioning and optimization program to optimize our Company-operated Aaron's store portfolio via our GenNext store concept, which features larger showrooms and/or re-engineered store layouts, increased product selection, technology-enabled shopping and checkout, and a refined operating model. We expect that this strategy, together with our aarons.com e-commerce platform and increased use of technology to better serve our customers, will enable us to reduce store operating costs while continuing to better serve our existing markets, as well as attract new customers and expand into new markets in the future.
Since initiation, the program has resulted in the closure, consolidation, or relocation of 232 Company-operated Aaron's stores during 2020, 2021, 2022 and the first six months of 2023. This program also resulted in the closure of one administrative store support building and further rationalization of our store support center staff, which included a reduction in employee headcount in those areas to more closely align with current business conditions.
During the second quarter of 2023, the Company opened 8 new GenNext locations. Combined with the 222 locations open at the beginning of the quarter, total GenNext stores contributed approximately 28.0% of total lease revenues and fees and retail revenues for the Aaron's Business segment during the six months ended June 30, 2023. As of June 30, 2023, we have identified approximately 30 remaining Aaron's stores for closure, consolidation, or relocation that have not yet been closed and vacated, which are expected to close during the remainder of 2023. We will continue to evaluate our Company-operated Aaron's store portfolio to determine how to best rationalize and reposition our store base to better align with marketplace demand.
31
While not all specific locations have been identified under the real estate repositioning and optimization restructuring program, the Company's current strategic plan is to remodel, reposition and consolidate our Company-operated Aaron's store footprint over the next three years. We believe that such strategic actions will allow the Company to continue to successfully serve our markets while continuing to utilize our growing aarons.com shopping and servicing platform. Management expects that this strategy, along with our increased use of technology, will enable us to reduce store count while retaining a significant portion of our existing customer relationships and attract new customers.
Since inception of the real estate repositioning and optimization program, the Company has incurred charges of $67.3 million under the plan. These cumulative charges are primarily comprised of operating lease right-of-use asset and fixed impairment charges, losses recognized related to contractual lease obligations, and severance related to reductions in store support center and field support staff headcount. We expect future restructuring expenses due to new stores identified for closure and continuing variable occupancy costs related to closed stores, which could be partially offset if we are able to negotiate future early buyouts of leases with landlords.
Operational Efficiency and Optimization Restructuring Program
During the third quarter of 2022, the Company initiated an operational efficiency and optimization restructuring program intended to reduce the Company’s overall costs. Management believes that implementing this restructuring program will help the Company sharpen its operational focus, optimize its cost profile, allocate capital resources towards long-term strategic objectives, and generate incremental value for shareholders through investments in technological capabilities, and fulfillment center and logistics competencies. The program resulted in the closure or consolidation of 29 Company-operated Aaron's stores during the six months ended June 30, 2023. This program also includes the hub and showroom model to optimize labor and other operating expenses in markets, store labor realignments, rationalization of the Company's supply chain, the centralization and restructuring of store support center, operations, and multi-unit store oversight functions, as well as other real estate and third party spend costs reductions.
Total net restructuring expenses under the Operational Efficiency and Optimization Restructuring Program related to the initiatives described above were $4.4 million during the six months ended June 30, 2023. Such expenses were recorded within the Unallocated Corporate category for segment reporting and were comprised mainly of severance charges primarily related to the Company's January 2023 headcount reduction of its store support center and Aaron's Business store oversight functions, professional advisory fees, continuing variable occupancy costs incurred related to closed stores, operating lease right-of-use asset impairment charges and fixed asset impairment charges.
Since inception of the operational efficiency and optimization restructuring program, the Company has incurred charges of $16.0 million under the plan. These cumulative charges are primarily comprised of operating lease right-of-use asset and fixed impairment charges, continuing variable occupancy costs incurred related to closed stores, professional advisory fees, and severance related to reductions in store support center and field support staff headcount.
COVID-19 Pandemic and Legislative Relief
Our business has been, and may in the future be, impacted by the ongoing or renewed impacts of COVID-19 or any related pandemic or health crisis.
In response to the global impacts of COVID-19 on U.S. companies and citizens, the government enacted the Coronavirus, Aid, Relief, and Economic Security Act ("CARES Act") on March 27, 2020, the Consolidated Appropriations Act on December 27, 2020, and the American Rescue Plan Act of 2021 ("American Rescue Plan") on March 11, 2021. The Company utilized tax relief options available to the Company under the CARES Act. including, among other items, the deferral of $16.5 million in payroll taxes, which generally applied to Social Security taxes otherwise due. The Company was required to pay 50% of the tax deferral prior to December 31, 2021 and paid the remaining 50% in December 2022. As of June 30, 2023, the Company has no remaining liability for payroll taxes deferred under the CARES Act.
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Operating Segment Performance
As discussed above, the Company conducts its operations through two primary operating business segments: the Aaron’s Business and BrandsMart. Effective April 1, 2022, the Company changed its composition of reportable segments to align the reportable segments with the current organizational structure, which includes separate segments for the Aaron's Business and BrandsMart, along with an Unallocated Corporate category for remaining unallocated costs including equity-based compensation, interest income and expense, information security, executive compensation, legal and compliance, corporate governance, accounting and finance, human resources and other corporate functions. The Unallocated Corporate category also includes acquisition-related costs, restructuring charges, goodwill impairment charges, and separation costs for which the individual operating segments are not being evaluated.
The Company evaluates segment performance based primarily on revenues and earnings (losses) from operations before unallocated corporate costs, which are evaluated on a consolidated basis and not allocated to the Company's business segments. Intersegment sales between BrandsMart and the Aaron's Business pertaining to BrandsMart Leasing, are completed at retail price. Since the intersegment profit affects cost of goods sold, depreciation and lease merchandise valuation, they are adjusted when intersegment profit is eliminated in consolidation.
The Company has retroactively adjusted, for all periods presented, its segment disclosures to align with the current composition of reportable segments. The discussion of the results of operations for segment performance measures within the "Segment Performance" sections throughout this Management's Discussion and Analysis do not include unallocated corporate expenses.
Highlights
We have been actively monitoring the impact of the current challenging macroeconomic environment, including inflation, rising interest rates, the slowing of consumer demand, labor shortages, and business disruptions due to the ongoing conflict between Russia and Ukraine, on all aspects of our business. We anticipate that demanding market conditions will continue throughout the remainder of 2023 and into 2024, including elevated levels of inflation. We anticipate that these headwinds will be partially mitigated by our cost cutting and real estate repositioning and optimization strategies further described above.
The following summarizes significant financial highlights from the three months ended June 30, 2023:
•Consolidated revenues were $530.4 million in the second quarter of 2023, a decrease of 13.1% compared to the second quarter of 2022.
•Total revenues for the Aaron's Business were $388.9 million in the second quarter of 2023 compared to $430.2 million in the second quarter of 2022, a decrease of 9.6%. This decrease is primarily driven by a lower lease portfolio size during the quarter, lower lease renewal rate, lower exercise of early purchase options and lower retail sales.
•The lease portfolio, excluding BrandsMart Leasing, began 2023 at $126.5 million, down 7.2% compared to the beginning of 2022, and ended the second quarter of 2023 at $119.6 million, down 8.6% compared to the second quarter of 2022.
•E-commerce revenues for the Aaron's Business, increased 5.5% compared to the prior year quarter and were 17.9% and 15.4% of lease revenues (excluding BrandsMart Leasing) during the three months ended June 30, 2023 and 2022, respectively. E-commerce revenues for BrandsMart decreased by 29.1% during the three months ended June 30, 2023 compared to the prior year quarter and were 8.1% and 9.0% of total product revenues during the three months ended June 30, 2023 and 2022, respectively.
•During the second quarter of 2023, the Company opened 8 new GenNext locations. Combined with the 222 GenNext locations open at the beginning of the quarter, total GenNext stores contributed approximately 29.3% of total lease revenues and fees and retail revenues for the Aaron's Business during the three months ended June 30, 2023.
•Earnings before income taxes were $8.0 million in the second quarter of 2023 compared to losses before income taxes of $13.5 million in the second quarter of 2022. Earnings before income taxes for the second quarter of 2023 were negatively impacted by restructuring charges of $4.8 million and BrandsMart U.S.A. acquisition-related costs of $0.5 million. Losses before income taxes for the second quarter of 2022 were negatively impacted by BrandsMart acquisition-related costs of $8.0 million, restructuring charges of $5.6 million, and separation-related costs of $0.2 million. Additionally, the second quarter 2022 results for the BrandsMart segment reflect a $23.0 million one-time, non-cash charge for a fair value adjustment to the acquired merchandise inventories.
•Net earnings for the second quarter of 2023 were $6.5 million compared to net losses of $5.3 million in the prior year period. Diluted earnings per share for the second quarter of 2023 were $0.21 compared with diluted losses per share of $0.17 in the prior year period.
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•Cash provided by operating activities exceeded cash used in investing activities, resulting in a reduction in debt of $36.1 million and $56.4 million for the three and six months ended June 30, 2023, respectively, while also increasing cash by $10.7 million year to date.
Key Metrics
Aaron's Business
Lease Portfolio Size. Our lease portfolio size for the Aaron's Business, excluding BrandsMart Leasing, represents the total balance of collectible lease payments for the next month derived from our aggregate outstanding customer lease agreements at a point in time. As of the end of any month, the lease portfolio size is calculated as the lease portfolio size at the beginning of the period plus collectible lease payments for the next month derived from new lease agreements originated in the period less the reduction in collectible lease payments for the next month, primarily as a result of customer agreements that reach full ownership, customer early purchase option exercises, lease merchandise returns, and write-offs. Lease portfolio size provides management insight into expected future collectible lease payments. The Company ended the second quarter of 2023 with a lease portfolio size for all Company-operated Aaron's stores of $119.6 million, a decrease of 8.6% compared to the lease portfolio size as of June 30, 2022.
Lease Renewal Rate. Our lease renewal rate for the Aaron's Business, excluding BrandsMart Leasing, for any given period represents the weighted average of the monthly lease renewal rates for each month in the period. The monthly lease renewal rate for any month is calculated by dividing (i) the lease revenues collected or renewed related to leased merchandise for such month by (ii) the lease portfolio size as of the beginning of such month. The lease renewal rate provides management insight into the Company's success in retaining current customers within our customer lease portfolio over a given period and provides visibility into expected future customer lease payments and the related lease revenue. The lease renewal rate for the second quarter of 2023 was 88.2%, compared to 88.5% in the second quarter of 2022.
BrandsMart
Comparable Sales. We believe that changes in comparable sales is a key performance indicator for the BrandsMart operating segment as it provides management insight into the performance of existing stores and e-commerce business by measuring the change in sales for a particular period over the comparable prior period. Comparable sales includes retail sales generated at BrandsMart stores (including retail sales to BrandsMart Leasing), e-commerce sales initiated on the website or app, credit card revenues, warranty revenue, gift card breakage, and sales of merchandise to wholesalers and dealers, as applicable. Comparable sales excludes service center related revenues.
For the three month period ended June 30, 2023 BrandsMart comparable sales decreased 20.9%. We calculated this amount by comparing BrandsMart retail sales for the comparable period in 2022 for all BrandsMart stores open for the entire 15-month period ended June 30, 2023 as well as the remaining revenue components noted above.
Comparable sales for the six month period ended June 30, 2023 have not been provided, as a comparable period was not included in the prior period consolidated results as of June 30, 2022, due to the completion of the BrandsMart acquisition on April 1, 2022.
Seasonality
Our revenue mix for the Aaron's Business is moderately seasonal. The first quarter of each year generally has higher lease renewal rates and corresponding lease revenues than any other quarter. Our customers also more frequently exercise the early purchase option on their existing lease agreements or purchase merchandise during the first quarter of the year. We believe that each of these trends is primarily due to the receipt by our customers in the first quarter of federal and state income tax refunds. In addition, lease portfolio size typically increases gradually in the fourth quarter as a result of the holiday season. We expect these trends to continue in future periods.
Due to the seasonality of the Aaron's Business, as well as the extent of the impact of inflationary and other economic pressures on our customers, results for any quarter or period are not necessarily indicative of the results that may be achieved for any interim period or a full fiscal year.
Similarly, the BrandsMart business generates the highest quarterly revenues during the fourth quarter of each year which includes the holiday shopping season. Due to such seasonality, in addition to inflationary and other economic pressures, results for any quarter or period are not necessarily indicative of the results that may be achieved for any interim period or a full fiscal year.
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Key Components of Earnings (Losses) Before Income Taxes
In this management’s discussion and analysis section, we review our condensed consolidated results. The financial statements for the three and six months ended June 30, 2023 and comparable prior year periods are condensed consolidated financial statements of the Company and its subsidiaries, each of which is wholly-owned, and is based on the financial position and results of operations of the Company. The results of BrandsMart, which is presented as a separate reportable segment, have been included in the Company's consolidated results from the April 1, 2022 acquisition date.
For the three and six months ended June 30, 2023 and the comparable prior year periods, some of the key revenue, cost and expense items that affected earnings (losses) before income taxes were as follows:
Revenues. We separate our total revenues into four components: (a) lease revenues and fees; (b) retail sales (c) non-retail sales; and (d) franchise royalties and other revenues. Lease revenues and fees primarily include all revenues derived from lease agreements at both our Aaron's and BrandsMart Leasing brands and fees from our Aaron's Club program. Lease revenues and fees are recorded net of a provision for uncollectible accounts receivable related to lease renewal payments from lease agreements with customers. Retail sales primarily include the sale of merchandise inventories from our BrandsMart operations and the related warranty revenues, as well as the sale of both new and pre-leased merchandise from our Company-operated Aaron's stores. Like many retailers, this business is seasonal with the highest quarterly revenues generated in the fourth quarter due to the holiday season. Non-retail sales primarily represent new merchandise sales to our Aaron's franchisees and, to a lesser extent, sales of Woodhaven manufactured products to third-party retailers. Franchise royalties and other revenues primarily represent fees from the sale of franchise rights and royalty payments from franchisees, as well as other related income from our franchised stores. Franchise royalties and other revenues also include revenues from leasing Company-owned real estate properties to unrelated third parties, as well as other miscellaneous revenues.
Depreciation of Lease Merchandise and Other Lease Revenue Costs. Depreciation of lease merchandise and other lease revenue costs is comprised of the depreciation expense associated with depreciating merchandise held for lease and leased to customers by our Company-operated Aaron's stores, aarons.com and BrandsMart Leasing, as well as the costs associated with the Aaron's Club program.
Retail Cost of Sales. Retail cost of sales includes cost of merchandise inventories sold through our BrandsMart U.S.A. stores and the depreciated cost of merchandise sold through our Company-operated Aaron's stores.
Non-Retail Cost of Sales. Non-retail cost of sales primarily represents the cost of merchandise sold to our Aaron's franchisees and, to a lesser extent, the cost of Woodhaven's manufactured products sold to third-party retailers.
Personnel Costs. Personnel costs represents total compensation costs incurred for services provided by team members of the Company with the exception of compensation costs that are eligible for capitalization.
Other Operating Expenses, Net. Other operating expenses, net includes occupancy costs (including rent expense, store maintenance and depreciation expense related to non-manufacturing facilities), shipping and handling, advertising and marketing, intangible asset amortization expense, professional services expense, bank and credit card related fees, and other miscellaneous expenses. Other operating expenses, net also includes gains or losses on sales of Company-operated stores and delivery vehicles, fair value adjustments on assets held for sale and gains or losses on other transactions involving property, plant and equipment. Other operating expenses, net excludes costs that have been capitalized or that are a component of the Company's restructuring programs.
Provision for Lease Merchandise Write-Offs. Provision for lease merchandise write-offs represents charges incurred related to estimated lease merchandise write-offs.
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Restructuring Expenses, Net. Restructuring expenses, net are primarily comprised of professional advisory fees, severance charges, closed store operating lease right-of-use asset impairment and operating lease charges and fixed asset impairment charges. Such costs are recorded within the Unallocated Corporate category of segment reporting. Refer to Note 7 of the accompanying condensed consolidated financial statements for further discussion of restructuring expenses, net.
Separation Costs. Separation costs represent employee-related expenses associated with the spin-off transaction (as described in the 2022 Annual Report), including employee-related costs, incremental stock-based compensation expense associated with the conversion and modification of unvested and unexercised equity awards and other one-time expenses incurred by the Company to begin to operate as an independent, standalone public entity. Such costs are recorded within the Unallocated Corporate category of segment reporting.
Acquisition-Related Costs. Acquisition-related costs primarily represent third-party consulting, banking and legal expenses associated with the acquisition of BrandsMart U.S.A. in April 2022. Such costs are recorded within the Unallocated Corporate category of segment reporting.
Interest Expense. Interest expense consists primarily of interest on the Company's variable rate borrowings, commitment fees on unused balances of the Credit Facility (as defined below), as well as the amortization of debt issuance costs. Such costs are recorded within the Unallocated Corporate category of segment reporting.
Other Non-Operating Income (Expense), Net. Other non-operating income (expense), net includes the impact of foreign currency remeasurement, as well as gains and losses resulting from changes in the cash surrender value of Company-owned life insurance related to the Company’s deferred compensation plan. This activity also includes earnings on cash and cash equivalent investments.
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Consolidated Results of Operations – Three months ended June 30, 2023 and 2022
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Lease Revenues and Fees | $ | 353,751 | $ | 386,513 | $ | (32,762) | (8.5) | % | |||||||||||||||
| Retail Sales | 148,046 | 190,848 | (42,802) | (22.4) | |||||||||||||||||||
| Non-Retail Sales | 22,800 | 27,042 | (4,242) | (15.7) | |||||||||||||||||||
| Franchise Royalties and Other Revenues | 5,775 | 5,981 | (206) | (3.4) | |||||||||||||||||||
| 530,372 | 610,384 | (80,012) | (13.1) | ||||||||||||||||||||
| COSTS OF REVENUES | |||||||||||||||||||||||
| Depreciation of Lease Merchandise and Other Lease Revenue Costs | 117,400 | 127,772 | (10,372) | (8.1) | |||||||||||||||||||
| Retail Cost of Sales | 111,284 | 165,228 | (53,944) | (32.6) | |||||||||||||||||||
| Non-Retail Cost of Sales | 19,416 | 24,237 | (4,821) | (19.9) | |||||||||||||||||||
| 248,100 | 317,237 | (69,137) | (21.8) | ||||||||||||||||||||
| GROSS PROFIT | 282,272 | 293,147 | (10,875) | (3.7) | |||||||||||||||||||
| Gross Profit % | 53.2% | 48.0% | |||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Personnel Costs | 124,945 | 130,257 | (5,312) | (4.1) | |||||||||||||||||||
| Other Operating Expenses, Net | 121,670 | 136,387 | (14,717) | (10.8) | |||||||||||||||||||
| Provision for Lease Merchandise Write-Offs | 19,001 | 22,113 | (3,112) | (14.1) | |||||||||||||||||||
| Restructuring Expenses, Net | 4,835 | 5,582 | (747) | (13.4) | |||||||||||||||||||
| Separation Costs | — | 230 | (230) | (100.0) | |||||||||||||||||||
| Acquisition-Related Costs | 546 | 8,033 | (7,487) | (93.2) | |||||||||||||||||||
| 270,997 | 302,602 | (31,605) | (10.4) | ||||||||||||||||||||
| OPERATING PROFIT (LOSSES) | 11,275 | (9,455) | 20,730 | nmf | |||||||||||||||||||
| Interest Expense | (3,910) | (2,463) | (1,447) | (58.7) | |||||||||||||||||||
| Other Non-Operating Income (Expense), Net | 637 | (1,556) | 2,193 | 140.9 | |||||||||||||||||||
| EARNINGS (LOSSES) BEFORE INCOME TAXES | 8,002 | (13,474) | 21,476 | nmf | |||||||||||||||||||
| INCOME TAX EXPENSE (BENEFIT) | 1,485 | (8,132) | 9,617 | 118.3 | |||||||||||||||||||
| NET EARNINGS (LOSSES) | $ | 6,517 | $ | (5,342) | $ | 11,859 | nmf | ||||||||||||||||
nmf—Calculation is not meaningful
Revenues. Total consolidated revenues were $530.4 million during the three months ended June 30, 2023, an $80.0 million decrease compared to the prior year period. This decrease was driven by a $41.3 million decrease in revenues in the Aaron's Business segment and a $37.7 million decrease in revenue at the BrandsMart segment during the three months ended June 30, 2023, as discussed further in the "Segment Performance" section below.
Gross Profit. Consolidated gross profit for the Company was $282.3 million during the three months ended June 30, 2023, a $10.9 million decrease compared to the prior year period. This decrease was primarily driven by a $23.8 million decrease in gross profit at the Aaron's Business segment, partially offset by a $12.7 million increase in gross profit at the BrandsMart segment during the three months ended June 30, 2023, as discussed further in the "Segment Performance" section below. Gross profit for the BrandsMart segment during the three months ended June 30, 2022 includes a one-time $23.0 million non-cash charge for a fair value adjustment to the acquired merchandise inventories.
As a percentage of total consolidated revenues, consolidated gross profit increased to 53.2% during the three months ended June 30, 2023 compared to 48.0% for the comparable period in the prior year primarily due to the non-cash charge described above offset by the increasing proportion of BrandsMart retail sales as a percentage of overall consolidated revenues.
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Operating Expenses
Personnel Costs. Personnel Costs decreased by $5.3 million during the second quarter of 2023 due primarily to the centralization and optimization of both store support and operational oversight functions at the Aaron's Business and the optimization of labor in the BrandsMart stores, partially offset by higher incentive based compensation.
Other Operating Expenses, Net. Information about certain significant components of other operating expenses, net for the consolidated Company is as follows:
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Occupancy Costs | $ | 55,778 | $ | 56,803 | $ | (1,025) | (1.8) | % | |||||||||||||||
| Shipping and Handling | 16,770 | 20,717 | (3,947) | (19.1) | |||||||||||||||||||
| Advertising Costs | 6,613 | 12,645 | (6,032) | (47.7) | |||||||||||||||||||
| Intangible Amortization | 2,595 | 2,878 | (283) | (9.8) | |||||||||||||||||||
| Professional Services | 3,867 | 5,356 | (1,489) | (27.8) | |||||||||||||||||||
| Bank and Credit Card Related Fees | 7,936 | 8,535 | (599) | (7.0) | |||||||||||||||||||
| Gains on Dispositions of Store-Related Assets, net | (1,412) | (2,717) | 1,305 | 48.0 | |||||||||||||||||||
| Other Miscellaneous Expenses, net | 29,523 | 32,170 | (2,647) | (8.2) | |||||||||||||||||||
| Other Operating Expenses, net | $ | 121,670 | $ | 136,387 | $ | (14,717) | (10.8) | % | |||||||||||||||
nmf—Calculation is not meaningful
As a percentage of total revenues, other operating expenses, net increased to 22.9% for the second quarter of 2023 from 22.3% in the same period in 2022.
Occupancy costs decreased during the three months ended June 30, 2023 primarily due to the lower maintenance expense and the planned net reduction of 44 Company-operated Aaron's stores partially offset by higher depreciation of property, plant and equipment associated with newer Company-operated Aaron's store locations under our repositioning and optimization initiatives.
Shipping and handling costs decreased primarily due to lower fuel and distribution costs at the Aaron's Business driven by inflationary and other economic pressures during the second quarter of 2022, as well as lower product deliveries during the three months ended June 30, 2023 as compared to the same period in the prior year.
Advertising costs decreased primarily due to higher levels of advertising production costs incurred in the second quarter of 2022, that did not recur in 2023. In the first half of 2023, advertising spend was primarily focused on direct response advertising, which has a lower overall cost and we expect will have a higher return on investment than our prior national broadcast campaigns.
Professional services costs decreased due to lower levels of external legal expenses during the three months ended June 30, 2023 compared to the same period in 2022.
Gains on dispositions of store-related assets, net decreased primarily due to a $1.9 million gain related to a sale and leaseback transaction of two Company-owned Aaron's store properties recorded during the three months ended June 30, 2022. There were no sale and leaseback transactions during the three months ended June 30, 2023.
Other miscellaneous expenses, net primarily represent the depreciation of IT-related property, plant and equipment, software licensing expenses, franchisee-related reserves, and other expenses. The decrease in this category is primarily due to a decrease in the legal reserve in the three months ended June 30, 2023, compared to the same period in 2022, as well as lower travel-related expenses and lower IT-related asset depreciation.
Provision for Lease Merchandise Write-Offs. The provision for lease merchandise write-offs as a percentage of lease revenues and fees for the Aaron's Business decreased to 5.4% for the three months ended June 30, 2023 compared to 5.7% in the same period of 2022. During the second quarter of 2023, although economic pressures within the broader macroeconomic environment continued to impact the liquidity of our customers which resulted in lower lease renewal rates, decisioning enhancements made prior to the second quarter of 2023 also contributed to lower write-offs of lease merchandise and a lower provision for lease merchandise write-offs.
Restructuring Expenses, Net. Restructuring activity for the three months ended June 30, 2023 resulted in expenses of $4.8 million, which were primarily comprised of $1.6 million of professional advisory fees, $2.7 million of continuing variable occupancy costs incurred related to previously closed stores and $0.9 million of operating lease right-of-use asset and fixed asset impairment for Company-operated stores identified for closure. Restructuring activity for the three months ended June 30, 2022 resulted in expenses of $5.6 million, which were primarily comprised of $4.4 million of operating lease right-of-use asset
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and fixed asset impairment for Company-operated stores identified for closure in the period as well as an administrative building in Kennesaw, Georgia and $0.9 million of continuing variable occupancy costs incurred related to previously closed stores.
Separation Costs. There were no separation costs recognized during the three months ended June 30, 2023, and the separation costs recognized in 2022 primarily represent incremental stock-based compensation expense associated with the conversion and modification of unvested and unexercised equity awards associated with the spin-off transaction (as described in the 2022 Annual Report) that occurred in 2020.
Acquisition-Related Costs. Acquisition-related costs recognized during the three months ended June 30, 2023 and 2022 primarily represent third-party consulting, banking and legal expenses associated with the acquisition of BrandsMart U.S.A.
Operating Profit
Interest Expense. Interest Expense increased to $3.9 million for the three months ended June 30, 2023 from $2.5 million for the three months ended June 30, 2022. Interest expense for both the three months ended June 30, 2023 and 2022 consists primarily of interest on the Company's variable rate borrowings under the Credit Facility and commitment fees on unused balances, as well as the amortization of debt issuance costs.
Other non-operating income (expense), net. Other non-operating income (expense), net includes (a) net gains and losses resulting from changes in the cash surrender value of Company-owned life insurance related to the Company's deferred compensation plan; (b) the impact of foreign currency remeasurement; and (c) earnings on cash and cash equivalent investments. The changes in the cash surrender value of Company-owned life insurance resulted in net gains of $0.6 million and net losses of $1.6 million during the three months ended June 30, 2023 and 2022, respectively. Foreign currency remeasurement net losses resulting from changes in the value of the U.S. dollar against the Canadian dollar and earnings on cash and cash equivalent investments were not significant during the three months ended June 30, 2023 or 2022.
Income Tax (Benefit) Expense
The Company recorded a net income tax expense of $1.5 million during the three months ended June 30, 2023 compared to an income tax benefit of $8.1 million for the same period in 2022. The effective tax rate decreased to 18.6% for the three months ended June 30, 2023 compared to 60.4% for the same period in 2022, primarily due to a net income tax benefit recognized in 2022 resulting from losses before income taxes of $13.5 million, as well as the impact of a deferred income tax benefit of $4.8 million generated by the remeasurement of state deferred tax assets and liabilities in connection with the BrandsMart U.S.A. acquisition during the three months ended June 30, 2022.
Segment Performance – Three months ended June 30, 2023 and 2022
Aaron's Business Segment Results
Revenues. The following table presents revenue by source for the Aaron's Business segment for the three months ended June 30, 2023 and 2022:
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Lease Revenues and Fees | $ | 353,751 | $ | 386,513 | $ | (32,762) | (8.5) | % | |||||||||||||||
| Retail Sales | 6,615 | 10,709 | (4,094) | (38.2) | |||||||||||||||||||
| Non-Retail Sales | 22,800 | 27,042 | (4,242) | (15.7) | |||||||||||||||||||
| Franchise Royalties and Fees | 5,588 | 5,792 | (204) | (3.5) | |||||||||||||||||||
| Other | 187 | 189 | (2) | (1.1) | |||||||||||||||||||
| Total Revenues - Aaron's Business | $ | 388,941 | $ | 430,245 | $ | (41,304) | (9.6) | % | |||||||||||||||
The decreases in lease revenues and fees and retail sales during the three months ended June 30, 2023 were primarily due to a smaller lease portfolio size during the period, a lower lease renewal rate, fewer exercises of early purchase options, and lower retail sales compared to the prior year period.
E-commerce revenues, increased 5.5% compared to the prior year quarter and were 17.9% and 15.4% of lease revenues (excluding BrandsMart Leasing) during the three months ended June 30, 2023 and 2022, respectively.
The decrease in non-retail sales is primarily due to comparatively lower product demand from Aaron's franchisees in the second quarter of 2023 compared to the second quarter of 2022. Non-retail sales also decreased by $4.2 million primarily due to the reduction of 6 franchised Aaron's stores during the 15-month period ended June 30, 2023.
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The decrease in franchise royalties and fees is primarily the result of a lower lease portfolio size during the period, due in part to the reduction of 6 franchised Aaron's stores during the 15-month period ended June 30, 2023, lower retail sales, and lower early payouts.
Gross Profit and Earnings Before Income Taxes.
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Gross Profit | $ | 246,839 | $ | 270,611 | $ | (23,772) | (8.8) | % | |||||||||||||||
| Earnings Before Income Taxes | 30,840 | 29,520 | 1,320 | 4.5 | |||||||||||||||||||
As a percentage of total revenues, gross profit for the Aaron's Business improved to 63.5% during the three months ended June 30, 2023 compared to 62.9% for the comparable period in 2022. The factors impacting the change in gross profit are discussed below.
Gross profit for lease revenues and fees for the Aaron's Business was $236.0 million and $258.7 million during the three months ended June 30, 2023 and 2022, respectively, which represented a gross profit margin of 66.7% and 66.9% for the respective periods. The decline in gross profit is primarily driven by a lower lease portfolio in the quarter and higher levels of idle inventory in 2023 as compared to 2022.
Gross profit for retail sales for the Aaron's Business was $1.7 million and $3.1 million during the three months ended June 30, 2023 and 2022, respectively, which represented a gross profit margin of 25.3% and 28.8% for the respective periods. The decline in gross profit margin is primarily due to an unfavorable mix shift from retail sales of new merchandise to retail sales of returned merchandise during the three months ended June 30, 2023.
Gross profit for non-retail sales for the Aaron's Business was $3.4 million and $2.8 million during the three months ended June 30, 2023 and 2022, respectively, which represented a gross profit margin of 14.8% and 10.4% for the respective periods. The increase in gross margin is primarily due to a reduction in inventory costs during the second quarter of 2023 combined with pricing initiatives implemented following inventory product cost increases over the last 12 months.
Earnings before income taxes for the Aaron's Business segment increased by $1.3 million during the three months ended June 30, 2023 primarily due to lower personnel costs, lower other operating expenses, and lower lease merchandise write-offs, partially offset by a $23.8 million decrease in gross profit.
BrandsMart Segment Results
The following table presents revenue by source for the BrandsMart segment for the three months ended June 30, 2023 and 2022:
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Retail Sales | $ | 143,776 | $ | 181,442 | $ | (37,666) | (20.8) | % | |||||||||||||||
| Gross Profit | 35,569 | 22,875 | 12,694 | 55.5 | |||||||||||||||||||
| Earnings (Losses) Before Income Taxes | 1,083 | (15,919) | 17,002 | (106.8) | |||||||||||||||||||
Revenues. The decrease in retail sales for the three months ended June 30, 2023 was primarily due to a 20.9% decrease in comparable sales for the three months ended June 30, 2023.
Gross Profit. As a percentage of total revenues, gross profit for the BrandsMart segment improved to 24.7% during the three months ended June 30, 2023 compared to 12.6% for the comparable period in 2022. Gross profit for the three months ended June 30, 2022 included a one-time $23.0 million non-cash charge for a fair value adjustment to the acquired merchandise inventories.
Earnings (Losses) before Income Taxes. Earnings before income taxes were $1.1 million during the three months ended June 30, 2023, compared to losses before income taxes of $15.9 million for the comparable period in 2022. The improvement in losses before income taxes is primarily due to a one-time $23.0 million non-cash charge for a fair value adjustment to the acquired merchandise inventories that is included in results for the three month period ending June 30, 2022, partially offset by a 20.9% decrease in comparable sales.
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Consolidated Results of Operations – Six months ended June 30, 2023 and 2022
The results of BrandsMart, which is presented as a separate reportable segment, have been included in the Company's consolidated results from the April 1, 2022 acquisition date.
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| REVENUES | |||||||||||||||||||||||
| Lease Revenues and Fees | $ | 727,546 | $ | 795,831 | $ | (68,285) | (8.6) | % | |||||||||||||||
| Retail Sales | 298,592 | 203,455 | 95,137 | 46.8 | |||||||||||||||||||
| Non-Retail Sales | 46,735 | 54,869 | (8,134) | (14.8) | |||||||||||||||||||
| Franchise Royalties and Other Revenues | 11,860 | 12,311 | (451) | (3.7) | |||||||||||||||||||
| 1,084,733 | 1,066,466 | 18,267 | 1.7 | ||||||||||||||||||||
| COSTS OF REVENUES | |||||||||||||||||||||||
| Depreciation of Lease Merchandise and Other Lease Revenue Costs | 242,541 | 264,436 | (21,895) | (8.3) | |||||||||||||||||||
| Retail Cost of Sales | 224,813 | 174,343 | 50,470 | 28.9 | |||||||||||||||||||
| Non-Retail Cost of Sales | 39,413 | 49,593 | (10,180) | (20.5) | |||||||||||||||||||
| 506,767 | 488,372 | 18,395 | 3.8 | ||||||||||||||||||||
| GROSS PROFIT | 577,966 | 578,094 | (128) | — | |||||||||||||||||||
| Gross Profit % | 53.3% | 54.2% | |||||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
| Personnel Costs | 256,390 | 251,367 | 5,023 | 2.0 | |||||||||||||||||||
| Other Operating Expenses, Net | 245,815 | 240,746 | 5,069 | 2.1 | |||||||||||||||||||
| Provision for Lease Merchandise Write-Offs | 39,161 | 44,070 | (4,909) | (11.1) | |||||||||||||||||||
| Restructuring Expenses, Net | 10,124 | 8,917 | 1,207 | 13.5 | |||||||||||||||||||
| Separation Costs | 129 | 770 | (641) | (83.2) | |||||||||||||||||||
| Acquisition-Related Costs | 2,394 | 11,497 | (9,103) | (79.2) | |||||||||||||||||||
| 554,013 | 557,367 | (3,354) | (0.6) | ||||||||||||||||||||
| OPERATING PROFIT | 23,953 | 20,727 | 3,226 | 15.6 | |||||||||||||||||||
| Interest Expense | (8,268) | (2,813) | (5,455) | nmf | |||||||||||||||||||
| Other Non-Operating Income (Expense), Net | 1,209 | (2,483) | 3,692 | 148.7 | |||||||||||||||||||
| EARNINGS BEFORE INCOME TAXES | 16,894 | 15,431 | 1,463 | 9.5 | |||||||||||||||||||
| INCOME TAX (BENEFIT) | (2,421) | (759) | (1,662) | nmf | |||||||||||||||||||
| NET EARNINGS | $ | 19,315 | $ | 16,190 | $ | 3,125 | 19.3 | % | |||||||||||||||
nmf—Calculation is not meaningful
Revenues. Total consolidated revenues were $1.08 billion during the six months ended June 30, 2023, an $18.3 million increase compared to the prior year period. This increase was primarily driven by the acquisition of BrandsMart U.S.A. on April 1, 2022, which reported revenues of $287.9 million in the BrandsMart segment during the six months ended June 30, 2023 partially offset by a $85.3 million decrease in revenues in the Aaron's Business segment during the six months ended June 30, 2023. See further details in the "Segment Performance" sections below.
Gross Profit. Consolidated gross profit for the Company was $578.0 million during the six months ended June 30, 2023, a $0.1 million decrease compared to the prior year period. This decrease was primarily driven by a $48.0 million decrease in gross profit at the Aaron's Business segment, offset by the six months ended June 30, 2023 BrandsMart segment gross profit of $70.7 million, $35.1 million of which was recognized in the first quarter of 2023. Gross profit for the BrandsMart segment during the three months ended June 30, 2022 includes a one-time $23.0 million non-cash charge for a fair value adjustment to the acquired merchandise inventories.
41
As a percentage of total revenues, gross profit declined to 53.3% during the six months ended June 30, 2023 compared to 54.2% for the comparable period in 2022 primarily due to the increasing proportion of BrandsMart retail sales as a percentage of overall consolidated revenues partially offset by the non-cash charge described above.
Operating Expenses
Personnel Costs. Personnel costs increased by $5.0 million during the six months ended June 30, 2023 due primarily to the acquisition of BrandsMart U.S.A., which resulted in personnel costs of $33.0 million in the BrandsMart segment during the six months ended June 30, 2023, partially offset by the centralization and optimization of both store support and operational oversight functions at the Aaron's Business.
Other Operating Expenses, Net. Information about certain significant components of other operating expenses, net for the consolidated Company is as follows:
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Occupancy Costs | $ | 112,058 | $ | 102,485 | $ | 9,573 | 9.3 | % | |||||||||||||||
| Shipping and Handling | 32,617 | 35,970 | (3,353) | (9.3) | |||||||||||||||||||
| Advertising Costs | 19,567 | 23,345 | (3,778) | (16.2) | |||||||||||||||||||
| Intangible Amortization | 5,241 | 3,642 | 1,599 | 43.9 | |||||||||||||||||||
| Professional Services | 7,582 | 8,844 | (1,262) | (14.3) | |||||||||||||||||||
| Bank and Credit Card Related Fees | 16,037 | 14,097 | 1,940 | 13.8 | |||||||||||||||||||
| Gains on Dispositions of Store-Related Assets, net | (2,235) | (7,167) | 4,932 | 68.8 | |||||||||||||||||||
| Other Miscellaneous Expenses, net | 54,948 | 59,530 | (4,582) | (7.7) | |||||||||||||||||||
| Other Operating Expenses, net | $ | 245,815 | $ | 240,746 | $ | 5,069 | 2.1 | % | |||||||||||||||
nmf—Calculation is not meaningful
As a percentage of total revenues, other operating expenses, net was 22.7% and 22.6% for the six months ended June 30, 2023, and 2022, respectively.
Occupancy costs increased primarily due to the acquisition of BrandsMart U.S.A., which resulted in occupancy costs of $20.1 million in the BrandsMart segment during the six months ended June 30, 2023, as well as higher depreciation of property, plant and equipment associated with newer Company-operated Aaron's store locations under our repositioning and optimization initiatives, partially offset by lower maintenance expense and the planned net reduction of 61 Company-operated Aaron's stores.
Shipping and handling costs decreased during the six months ended June 30, 2023 primarily due to lower fuel and distribution costs at the Aaron's Business driven by inflationary and other economic pressures that were present during the six months ended June 30, 2022, as well as lower product deliveries during the six months ended June 30, 2023, as compared to the same period in 2022.
Advertising costs decreased primarily due to higher levels of advertising production costs incurred in 2022, that did not recur in 2023, as well as a shift in 2023 to lower cost direct response advertising. This mix in advertising also resulted in an increase in vendor marketing contributions eligible to be applied as a reduction to advertising costs during the six months ended June 30, 2023 as compared to the same period in 2022. These reductions were partially offset by the acquisition of BrandsMart U.S.A., which resulted in advertising costs of $1.2 million in the BrandsMart segment during the six months ended June 30, 2023.
Intangible amortization increased primarily due to the amortization of intangible assets acquired in the BrandsMart U.S.A. acquisition.
Bank and credit card related fees increased primarily due to the acquisition of BrandsMart U.S.A., which resulted in bank and credit card related fees of $6.0 million in the BrandsMart segment during the six months ended June 30, 2023.
Other miscellaneous expenses, net primarily represent the depreciation of IT-related property, plant and equipment, software licensing expenses, franchisee-related reserves, and other expenses. The decrease in this category during the six months ended June 30, 2023 is primarily due to the receipt in January 2023 of a $3.8 million settlement of a class action lawsuit related to alleged anti-competitive conduct by several manufacturers of cathode ray tubes, partially offset by the acquisition of BrandsMart U.S.A., which resulted in other miscellaneous expenses of $5.1 million in the BrandsMart segment. The remaining expenses within this category did not fluctuate significantly on an individual basis versus the prior year.
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Provision for Lease Merchandise Write-Offs. The provision for lease merchandise write-offs as a percentage of lease revenues and fees for the Aaron's Business decreased to 5.4% for the six months ended June 30, 2023 compared to 5.5% for the comparable period in 2022. Although economic pressures within the broader macroeconomic environment continued to impact the liquidity of our customers which resulted in lower lease renewal rates, decisioning enhancements made prior to the second quarter of 2023 contributed to lower write-offs of lease merchandise and a lower provision for lease merchandise write-offs.
Restructuring Expenses, Net. Restructuring activity for the six months ended June 30, 2023 resulted in expenses of $10.1 million, which were primarily comprised $1.6 million of professional advisory fees, $1.8 million of operating lease right-of-use asset and fixed asset impairments, $4.6 million of continuing variable occupancy costs incurred related to previously closed stores and $1.8 million of severance charges related to reductions in store support center staff. Restructuring activity for the six months ended June 30, 2022 resulted in expenses of $8.9 million, which were primarily comprised of $5.8 million of operating lease right-of-use asset and fixed asset impairment for Company-operated Aaron's stores identified for closure as well as an administrative building in Kennesaw, Georgia and $2.4 million of continuing variable occupancy costs incurred related to previously closed stores.
Separation Costs. Separation costs for the six months ended June 30, 2023 and 2022 primarily represent incremental stock-based compensation expense associated with the conversion and modification of unvested and unexercised equity awards, employee-related expenses associated with the spin-off transaction (as described in the 2022 Annual Report) and other one-time expenses incurred by the Company in order to operate as an independent, standalone public entity.
Acquisition-Related Costs. Acquisition-related costs primarily represent third-party consulting, banking and legal expenses associated with the acquisition of BrandsMart U.S.A.
Operating Profit
Interest Expense. Interest Expense increased to $8.3 million for the six months ended June 30, 2023 from $2.8 million for the six months ended June 30, 2022. Interest expense for the six months ended June 30, 2023 and 2022 consists primarily of interest on the Company's variable rate borrowings under the Credit Facility and commitment fees on unused balances, as well as the amortization of debt issuance costs.
Other non-operating income (expense), net. Other non-operating income (expense), net includes (a) net gains and losses resulting from changes in the cash surrender value of Company-owned life insurance related to the Company's deferred compensation plan; (b) the impact of foreign currency remeasurement; and (c) earnings on cash and cash equivalent investments. The changes in the cash surrender value of Company-owned life insurance resulted in net gains of $1.2 million and net losses of $2.5 million for the six months ended June 30, 2023 and 2022, respectively. Foreign currency remeasurement net gains resulting from changes in the value of the U.S. dollar against the Canadian dollar and earnings on cash and cash equivalent investments were not significant during the six months ended June 30, 2023 or 2022.
Income Tax (Benefit) Expense
The Company recorded a net income tax benefit of $2.4 million during the six months ended June 30, 2023 compared to income tax benefit of $0.8 million for the same period in 2022. The effective tax rate decreased to (14.3)% for the six months ended June 30, 2023 compared to (4.9)% for the same period in 2022. The net income tax benefit recognized in 2023 and resulting decrease in the effective tax rate was primarily due to earnings before income taxes of $16.9 million and a deferred income tax benefit of $6.6 million generated by the remeasurement of state deferred tax assets in connection with a change in the expected state apportionment percentages related to the election to treat Aaron's LLC, a subsidiary of the Company, as a corporation for income tax purposes effective January 1, 2023. The net income tax benefit recognized in 2022 and resulting effective tax rate was primarily due to earnings before income taxes of $15.4 million and a deferred income tax benefit of $4.8 million generated by the remeasurement of state deferred tax assets and liabilities in connection with the BrandsMart U.S.A. acquisition during the six months ended June 30, 2022.
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Segment Performance – Six months ended June 30, 2023 and 2022
Aaron's Business Segment Results
Revenues. The following table presents revenue by source for the Aaron's Business segment for the six months ended June 30, 2023 and 2022:
| Six months ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Lease Revenues and Fees | $ | 727,546 | $ | 795,831 | $ | (68,285) | (8.6) | % | |||||||||||||||
| Retail Sales | 14,933 | 23,316 | (8,383) | (36.0) | |||||||||||||||||||
| Non-Retail Sales | 46,735 | 54,869 | (8,134) | (14.8) | |||||||||||||||||||
| Franchise Royalties and Fees | 11,486 | 11,910 | (424) | (3.6) | |||||||||||||||||||
| Other | 374 | 401 | (27) | (6.7) | |||||||||||||||||||
| Total Revenues - Aaron's Business | $ | 801,074 | $ | 886,327 | $ | (85,253) | (9.6) | % | |||||||||||||||
The decreases in lease revenues and fees and retail sales during the six months ended June 30, 2023 were primarily due to a lower lease portfolio size during the period, a lower lease renewal rate, lower exercise of early purchase options, and lower retail sales during the six months ended June 30, 2023.
E-commerce revenues increased 7.4% compared to the prior year period and were 17.9% and 15.4% of total lease revenues and fees during the six months ended June 30, 2023 and 2022, respectively.
The decrease in non-retail sales is primarily due to comparatively lower product demand from franchisees stemming from higher customer demand during the first half of 2022. Non-retail sales also decreased by $8.1 million primarily due to the reduction of 17 franchised stores during the 24-month period ended June 30, 2023.
The decrease in franchise royalties and fees is primarily the result of a lower lease portfolio size during the period, due in part to the reduction of 17 franchised stores during the 24-month period ended June 30, 2023, lower early payouts, and lower retail sales.
Gross Profit and Earnings Before Income Taxes.
| Six months ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Gross Profit | $ | 507,545 | $ | 555,558 | $ | (48,013) | (8.6) | % | |||||||||||||||
| Earnings Before Income Taxes | 66,699 | 81,681 | (14,982) | (18.3) | |||||||||||||||||||
As a percentage of total revenues, gross profit for the Aaron's Business increased to 63.4% during the six months ended June 30, 2023 compared to 62.7% for the comparable period in 2022. The factors impacting the change in gross profit are discussed below.
Gross profit for lease revenues and fees for the Aaron's Business was $484.4 million and $531.4 million during the six months ended June 30, 2023 and 2022, respectively, which represented a gross profit margin of 66.6% and 66.8% for the respective periods. The decline in gross profit is primarily driven by a $43.0 million decrease due to a lower lease portfolio, lower lease originations, lower lease renewal rate, lower early purchase options, and higher levels of idle inventory in 2023 compared to 2022.
Gross profit for retail sales for the Aaron's Business was $4.0 million and $6.6 million during the six months ended June 30, 2023 and 2022, respectively, which represented a gross profit margin of 26.5% and 28.2% for the respective periods. The decline in gross profit margin is primarily due to an unfavorable mix shift from retail sales of new merchandise to retail sales of returned merchandise in 2023 as compared to 2022.
Gross profit for non-retail sales for the Aaron's Business was $7.3 million and $5.3 million during the six months ended June 30, 2023 and 2022, respectively, which represented a gross profit margin of 15.7% and 9.6% for the respective periods. The increase in gross margin is primarily due to a reduction in inventory costs during the six months ended June 30, 2023, combined with pricing initiatives implemented following inventory product cost increases over the last 12 months.
Earnings before income taxes for the Aaron's Business segment decreased by $15.0 million during the six months ended June 30, 2023 compared to the prior year period primarily due to the $48.0 million decrease in gross profit, partially offset by lower personnel costs, lower other operating expense, and a lower provision for lease merchandise write-offs.
44
BrandsMart Segment Results
| Six months ended June 30, | Change | ||||||||||||||||||||||
| (In Thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
| Retail Sales | $ | 287,934 | $ | 181,442 | $ | 106,492 | 58.7 | % | |||||||||||||||
| Gross Profit | 70,704 | 22,875 | 47,829 | nmf | |||||||||||||||||||
| Earnings (Losses) Before Income Taxes | 195 | (15,919) | 16,114 | 101.2 | |||||||||||||||||||
nmf—Calculation is not meaningful
Revenues. BrandsMart segment revenues, entirely comprised of retail sales, have been included in the Company's consolidated results from the April 1, 2022 acquisition date and were $287.9 million during the six months ended June 30, 2023, compared to $181.4 million during the six months ended June 30, 2022.
Gross Profit. Gross profit for retail sales for the BrandsMart segment has been included in the Company's consolidated results from the April 1, 2022 acquisition date and was $70.7 million and $22.9 million during the six months ended June 30, 2023 and 2022, respectively. As a percentage of revenues, gross profit for the BrandsMart segment was 24.6% and 12.6% during the six months ended June 30, 2023 and 2022, respectively. Gross profit for the BrandsMart segment during the six months ended June 30, 2022 includes a one-time $23.0 million non-cash charge for a fair value adjustment to the acquired merchandise inventories.
Earnings (Losses) before Income Taxes. The BrandsMart segment reported earnings before income taxes of $0.2 million during the six months ended June 30, 2023, compared to losses of $15.9 million for the comparable period in 2022. The results for the BrandsMart segment during the six months ended June 30, 2022 reflect a one-time $23.0 million non-cash charge for a fair value adjustment to the acquired merchandise inventories.
Overview of Financial Position
The major changes in the condensed consolidated balance sheet from December 31, 2022 to June 30, 2023 include:
•Cash and cash equivalents increased $10.7 million to $38.4 million at June 30, 2023. For additional information, refer to the "Liquidity and Capital Resources" section below.
•Other intangibles decreased $5.3 million due to amortization expense recognized during the six months ended June 30, 2023.
•Debt decreased $56.4 million primarily due to net repayments made on the Revolving Facility and Term Loan during the six months ended June 30, 2023. Refer to the "Liquidity and Capital Resources" section below for further details regarding the Company’s financing arrangements.
Liquidity and Capital Resources
General
Our primary uses of capital have historically consisted of (a) buying merchandise; (b) personnel expenditures; (c) purchases of property, plant and equipment, including leasehold improvements for our new store concept and operating model; (d) expenditures related to corporate operating activities; (e) income tax payments; and (f) expenditures for franchisee acquisitions. The Company also periodically repurchases common stock and pays quarterly cash dividends.
We currently expect to finance our primary capital requirements through cash flows from operations, and as necessary, borrowings under our Revolving Facility. The Credit Facility provides for a $175 million term loan (the "Term Loan") and a $375 million revolving credit facility (the "Revolving Facility"), which includes (i) a $35 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $35 million sublimit for swing line loans on customary terms. As of June 30, 2023, the Company had $38.4 million of cash and $341.0 million of availability under its $375.0 million unsecured credit facility (the "Credit Facility") which is further described in Note 4 to the condensed consolidated financial statements.
We believe our existing balances of cash and cash equivalents, along with our cash flows from operations and instruments mentioned above, provide sufficient funds for our business operations as well as capital expenditures, dividends, and other capital requirements associated with our business operations over the next 12 months and thereafter for the foreseeable future.
45
Cash Provided by Operating Activities
Cash provided by operating activities was $114.4 million and $57.1 million during the six months ended June 30, 2023 and 2022, respectively. The increase in operating cash flows was primarily driven by lower lease merchandise purchases, partially offset by a lower lease renewal rate during the six months ended June 30, 2023 as inflation, a softer income tax refund season, and other economic pressures within the broader macroeconomic environment continued to impact the liquidity of our customers. Other changes in cash provided by operating activities are discussed above in our discussion of results for the six months ended June 30, 2023.
Cash Used in Investing Activities
Cash used in investing activities was $36.7 million and $314.2 million during the six months ended June 30, 2023 and 2022, respectively. The $277.5 million decrease in investing cash outflows was primarily due to the purchase consideration of $266.8 million related to the BrandsMart U.S.A. acquisition in the prior year, and $5.3 million lower proceeds from the sale of property, plant and equipment, partially offset by $16.1 million lower cash outflows for purchases of property, plant and equipment primarily related to GenNext initiatives, during the six months ended June 30, 2023 compared to the prior year period.
Cash (Used in) Provided by Financing Activities
Cash used in financing activities was $67.0 million during the six months ended June 30, 2023 compared to cash provided by financing activities of $262.6 million during the six months ended June 30, 2022. The $329.6 million change in financing cash flows during the six months ended June 30, 2023 was primarily due to the Company's borrowings under the Term Loan and the Revolving Facility that occurred during April 2022 to finance the BrandsMart U.S.A. acquisition, as well as an increase in net repayments of the Company's borrowings under its Revolving Facility during the six months ended June 30, 2023, partially offset by $10.3 million lower outflows related to the repurchase of the Company's common stock during the six months ended June 30, 2023 compared to the prior year period.
Share Repurchases
During the six months ended June 30, 2023, the Company repurchased 66,343 shares of the Company's common stock for a total purchase price of approximately $0.8 million. The total shares outstanding as of June 30, 2023 were 30,866,378, compared to 30,777,065 as of June 30, 2022. The Company's remaining share repurchase authorization was $132.7 million as of June 30, 2023.
Dividends
In May 2023, the Board approved a quarterly dividend of $0.1250 per share, which was paid on July 6, 2023 to shareholders of record as of the close of business on June 15, 2023. Aggregate dividend payments for the six months ended June 30, 2023 were $7.3 million. Although we expect to continue to pay a quarterly cash dividend, the timing, declaration, amount and payment of future dividends to shareholders falls within the discretion of our Board. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividend.
Debt Financing
As of June 30, 2023, the total available credit under the $375.0 million revolving component of our Credit Facility (defined below) was $341.0 million, which reflects $15.0 million of outstanding borrowings under the Revolving Facility and approximately $19.0 million for our outstanding letters of credit.
On April 1, 2022, the Company entered into a new unsecured credit facility (the "Credit Facility") which replaced its previous $250 million unsecured credit facility dated as of November 9, 2020 (as amended, the "Previous Credit Facility") which is further described in Note 8 to the consolidated and combined financial statements of the 2022 Annual Report. The new Credit Facility provides for a $175 million Term Loan and a $375 million Revolving Facility, which includes (i) a $35 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $35 million sublimit for swing line loans on customary terms. The Company borrowed $175 million under the Term Loan and $117 million under the Revolving Facility to finance the BrandsMart U.S.A. acquisition.
46
Borrowings under the Revolving Facility and the Term Loan bear interest at a rate per annum equal to, at the option of the Company, (i) the forward-looking term rate based on the Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging between 1.50% and 2.25%, based on the Company’s Total Net Debt to EBITDA Ratio (as defined in the Credit Facility agreement), or (ii) the base rate (as defined in the Credit Facility) plus an applicable margin, which is 1.00% lower than the applicable margin for SOFR loans.
The loans and commitments under the Revolving Facility mature or terminate on April 1, 2027. The Term Loan amortizes in quarterly installments, commencing on December 31, 2022, in an aggregate annual amount equal to (i) 2.50% of the original principal amount of the Term Loan during the first and second years after the closing date, (ii) 5.00% of the original principal amount of the Term Loan during the third, fourth and fifth years after the closing date, with the remaining principal balance of the Term Loan to be due and payable in full on April 1, 2027.
The Credit Facility contains customary financial covenants including (a) a maximum Total Net Debt to EBITDA Ratio of 2.75 to 1.00 and (b) a minimum Fixed Charge Coverage Ratio of 1.75 to 1.00.
If we fail to comply with these covenants, we will be in default under these agreements, and all borrowings outstanding could become due immediately. Under the Credit Facility and the Franchise Loan Facility (as defined below), we may pay cash dividends in any year so long as, after giving pro forma effect to the dividend payment, we maintain compliance with our financial covenants and no event of default has occurred or would result from the payment. We are in compliance with all covenants under the Credit Facility at June 30, 2023.
Commitments
Income Taxes
During the six months ended June 30, 2023, we made net income tax payments of $8.6 million. Within the next six months, we anticipate making estimated cash payments of $6.0 million for federal income taxes and $2.0 million for state income taxes.
The Tax Cuts and Jobs Act of 2017, which was enacted in December 2017, provides for 100% expense deduction of certain qualified depreciable assets, including lease merchandise inventory, purchased by the Company after September 27, 2017 (but would be phased down starting in 2023). Because the majority of our revenues come from the sales and lease ownership model in our Aaron's Business segment, in which the Company remains the owner of merchandise on lease, we benefit more from bonus depreciation, relatively, than traditional furniture, electronics and appliance retailers.
We estimate the deferred tax liability associated with bonus depreciation from the Tax Act and the prior tax legislation is approximately $136.0 million as of December 31, 2022, of which approximately 73% is expected to reverse as a deferred income tax benefit in 2023 and most of the remainder during 2024. These amounts exclude bonus depreciation the Company will receive on qualifying expenditures after December 31, 2022.
Franchise Loan Guaranty
We have guaranteed the borrowings of certain independent franchisees under a franchise loan agreement (the "Franchise Loan Facility") with a bank that is a party to our Revolving Facility.
As further described in Note 4 to these accompanying condensed consolidated financial statements, a new Franchise Loan Facility agreement was entered into by the Company on April 1, 2022. This new agreement reduced the total commitment under the Franchise Loan Facility, from $15.0 million to $12.5 million and extended the commitment termination date to March 31, 2023. On February 10, 2023, the Company amended its Franchise Loan Facility to extend the maturity date from March 31, 2023 to March 30, 2024. Subsequently on February 23, 2023, the Company amended its Franchise Loan Facility to reduce the total commitment amount from $12.5 million to $10.0 million. We are able to request an additional 364-day extension of our Franchise Loan Facility, as long as we are not in violation of any of the covenants under that facility or our Revolving Facility, and no event of default exists under those agreements, until such time as our Revolving Facility expires. We currently expect to include a franchise loan facility as part of any extension or renewal of our Revolving Facility thereafter. At June 30, 2023, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $4.5 million, which would be due in full within 75 days of the event of default.
47
Since the inception of the franchise loan program in 1994, losses associated with the program have been insignificant. However, the Company could incur losses that could be significant in a future period due to potential adverse trends in the liquidity and/or financial performance of Aaron's franchisees resulting in an event of default or impending defaults by franchisees. The Company records a liability related to estimated future losses from repaying the franchisees' outstanding debt obligations upon any possible future events of default. This liability is included in accounts payable and accrued expenses in the condensed consolidated balance sheets and was $1.0 million and $1.3 million as of June 30, 2023 and December 31, 2022, respectively. The liability for both periods included qualitative consideration of potential losses, including uncertainties impacting the operations and liquidity of our franchisees. Uncertainties include inflationary and other economic pressures in the current macroeconomic environment.
Contractual Obligations and Commitments
As part of our ongoing operations, we enter into various arrangements that obligate us to make future payments, including debt agreements, operating leases, and other purchase obligations. The future cash commitments owed under these arrangements generally fluctuate in the normal course of business as we, for example, borrow on or pay down our revolving lines of credit, make scheduled payments on leases or purchase obligations, and renegotiate arrangements or enter into new arrangements. There were no material changes outside the normal course of business in our material cash commitments and contractual obligations from those reported in the 2022 Annual Report.
Critical Accounting Estimates
Refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" in the 2022 Annual Report.
Recent Accounting Pronouncements
Refer to Note 1 to the condensed consolidated financial statements for a discussion of recently issued accounting pronouncements, including pronouncements that were adopted in the current year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2023, the Company had $186.7 million of borrowings outstanding under the Credit Facility, further described in Note 4 to the condensed consolidated financial statements. Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) the forward-looking term rate based on the SOFR plus an applicable margin ranging between 1.50% and 2.25%, based on the Company’s Total Net Debt to EBITDA Ratio, or (ii) the base rate (as defined in the Credit Facility) plus an applicable margin, which is 1.00% lower than the applicable margin for SOFR loans. The variable rates associated with these facilities exposes us to the risk of increased costs if interest rates rise while we have outstanding borrowings tied to variable rates.
In March 2023, the Company entered into a non-speculative interest rate swap agreement for an aggregate notional amount of $100.0 million with a forward effective date of April 28, 2023 and a termination date of March 31, 2027. The purpose of this hedge is to limit the Company's exposure of its variable interest rate debt by effectively converting it to fixed interest rate debt. Based on the Company’s variable-rate debt outstanding as of June 30, 2023, a hypothetical 10% increase or decrease in interest rates would increase or decrease interest expense by approximately $0.7 million on an annualized basis.
We do not use any other significant market risk sensitive instruments to hedge commodity, foreign currency or other risks, and hold no market risk sensitive instruments for trading or speculative purposes.
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ITEM 4.CONTROLS AND PROCEDURES
Disclosure Controls and Procedures.
An evaluation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was carried out by management, with the participation of the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as of the end of the period covered by this Quarterly Report on Form 10-Q.
This evaluation is performed to determine if our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the United States Securities and Exchange Commission’s rules and forms. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Based on management’s evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the date of the evaluation to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Changes in Internal Control Over Financial Reporting.
There were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the implementation of controls, procedures and supporting systems with respect to transactions and account balances resulting from the BrandsMart acquisition referenced in Note 2 to these condensed consolidated financial statements.
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PART II – OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
From time to time, we are party to various legal proceedings arising in the ordinary course of business. While any proceeding contains an element of uncertainty, we do not currently believe that any of the outstanding legal proceedings to which we are a party will have a material adverse impact on our business, financial position or results of operations. However, an adverse resolution of a number of these items may have a material adverse impact on our business, financial position or results of operations. For further information, see Note 6 to the condensed consolidated financial statements, which discussion is incorporated herein by reference.
ITEM 1A.RISK FACTORS
The risk factors that affect our business and financial results are discussed in Part I, Item 1A, of the 2022 Annual Report. There are no material changes to the risk factors previously disclosed, nor have we identified any previously undisclosed risks that could materially adversely affect our business and financial results.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents our share repurchase activity for the three months ended June 30, 2023:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 1 | ||||||||||
| April 1, 2023 through April 30, 2023 | — | $ | — | — | $ | 133,517,323 | ||||||||
| May 1, 2023 through May 31, 2023 | 63,508 | 12.18 | 63,508 | 132,743,952 | ||||||||||
| June 1, 2023 through June 30, 2023 | 2,835 | 12.18 | 2,835 | 132,709,435 | ||||||||||
| Total | 66,343 | 66,343 | ||||||||||||
1 Share repurchases are conducted under authorizations made from time to time by our Board. The most recent authorization was publicly announced on March 2, 2022, which increased the Company's share repurchase authorization amount to $250.0 million from the previous authorized amount of $150.0 million, and extended the maturity date by one year to December 31, 2024. Subject to the terms of our Board's authorization and applicable law, repurchases may be made at such times and in such amounts as the Company deems appropriate through December 31, 2024. Repurchases may be discontinued at any time.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
None.
ITEM 5.OTHER INFORMATION
During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
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ITEM 6.EXHIBITS
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |||||||
| 10.1† | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.INS | XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL (included in Exhibit 101) | |||||||
| *Filed herewith. | ||||||||
| † Management contract or compensatory plan or arrangement. | ||||||||
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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.
THE AARON’S COMPANY, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | July 31, 2023 | By: | /s/ C. Kelly Wall | ||||||||
| C. Kelly Wall | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
| Date: | July 31, 2023 | By: | /s/ Douglass L. Noe | ||||||||
| Douglass L. Noe | |||||||||||
| Vice President, Corporate Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||
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