aan-20210331

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 MARCH 31, 2021


☐			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)

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

___________________________________

Indicate by check mark whether registrant (l) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of l934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

(Do not check if a smaller reporting company)

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 7(a)(2)(B) of the Securities 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 April 20, 2021
Common Stock, $0.50 Par Value						34,169,998

THE AARON'S COMPANY, INC.

INDEX


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements			4

Condensed Consolidated Balance Sheets – March 31, 2021 (Unaudited) and December 31, 2020			4

Condensed Consolidated and Combined Statements of Earnings (Unaudited) – Three Months Ended March 31, 2021 and 2020			5

Condensed Consolidated and Combined Statements of Comprehensive Income (Loss) (Unaudited) – Three Months Ended March 31, 2021 and 2020			6

Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) – Three Months Ended March 31, 2021 and 2020			7

Notes to Condensed Consolidated and Combined Financial Statements (Unaudited)			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22

Item 3. Quantitative and Qualitative Disclosures About Market Risk			35

Item 4. Controls and Procedures			36

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			37

Item 1A. Risk Factors			37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37

Item 3. Defaults Upon Senior Securities			37

Item 4. Mine Safety Disclosures			37

Item 5. Other Information			37

Item 6. Exhibits			38

Signatures			39

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	March 31, 2021		December 31, 2020
	(In Thousands, Except Share Data)
ASSETS:
Cash and Cash Equivalents	$	61,064	$	76,123
Accounts Receivable (net of allowances of $3,920 in 2021 and $7,613 in 2020)	27,898		33,990
Lease Merchandise (net of accumulated depreciation and allowances of $441,017 in 2021 and $458,405 in 2020)	705,536		697,235
Property, Plant and Equipment, Net	209,357		200,370
Operating Lease Right-of-Use Assets	228,584		238,085
Goodwill	8,468		7,569
Other Intangibles, Net	7,480		9,097
Income Tax Receivable	823		1,093
Prepaid Expenses and Other Assets	86,400		89,895
Total Assets	$	1,335,610	$	1,353,457
LIABILITIES & SHAREHOLDERS’ EQUITY:
Accounts Payable and Accrued Expenses	$	209,138	$	230,848
Deferred Income Taxes Payable	71,342		62,601
Customer Deposits and Advance Payments	58,819		68,894
Operating Lease Liabilities	256,585		278,958
Debt	338		831
Total Liabilities	596,222		642,132
Commitments and Contingencies (Note 4)
SHAREHOLDERS' EQUITY:
Common Stock, Par Value $0.50 Per Share: Authorized: 112,500,000 Shares at March 31, 2021 and December 31, 2020; Shares Issued: 35,430,776 at March 31, 2021 and 35,099,571 at December 31, 2020	17,715		17,550
Additional Paid-in Capital	712,597		708,668
Retained Earnings	34,732		1,881

Accumulated Other Comprehensive Loss	(670)		(797)
	764,374		727,302
Less: Treasury Shares at Cost
1,260,778 Shares at March 31, 2021 and 894,660 at December 31, 2020	(24,986)		(15,977)
Total Shareholders’ Equity	739,388		711,325
Total Liabilities & Shareholders’ Equity	$	1,335,610	$	1,353,457

The accompanying notes are an integral part of the Condensed Consolidated and Combined Financial Statements.

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EARNINGS

(Unaudited)


	Three Months Ended March 31,
	2021		2020
	(In Thousands, Except Per Share Data)
REVENUES:
Lease and Retail Revenues	$	444,087	$	398,910
Non-Retail Sales	29,949		26,846
Franchise Royalties and Other Revenue	7,018		7,075
	481,054		432,831
COSTS AND REVENUES:
Cost of Lease and Retail Revenues	151,495		142,003
Non-Retail Cost of Sales	26,491		23,581
	177,986		165,584
GROSS PROFIT	303,068		267,247
OPERATING EXPENSES
Personnel Costs	124,863		115,746
Other Operating Expenses, Net	108,366		123,065
Provision for Lease Merchandise Write-Offs	13,417		23,960
Restructuring Expenses, Net	3,441		22,286
Impairment of Goodwill	—		446,893

Separation Costs	4,390		—
	254,477		731,950
OPERATING PROFIT (LOSS)	48,591		(464,703)

Interest Expense	(344)		(3,799)
Other Non-Operating Income (Expense), Net	402		(1,759)
EARNINGS (LOSS) BEFORE INCOME TAXES	48,649		(470,261)
INCOME TAX EXPENSE (BENEFIT)	12,326		(146,487)
NET EARNINGS (LOSS)	$	36,323	$	(323,774)

EARNINGS (LOSS) PER SHARE	$	1.06	$	(9.57)
EARNINGS (LOSS) PER SHARE ASSUMING DILUTION	$	1.04	$	(9.57)

The accompanying notes are an integral part of the Condensed Consolidated and Combined Financial Statements.

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended March 31,
(In Thousands)	2021		2020
Net Earnings (Loss)	$	36,323	$	(323,774)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustment	127		(1,754)
Total Other Comprehensive Income (Loss)	127		(1,754)
Comprehensive Income (Loss)	$	36,450	$	(325,528)

The accompanying notes are an integral part of the Condensed Consolidated and Combined Financial Statements.

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2021		2020
	(In Thousands)
OPERATING ACTIVITIES:
Net Earnings (Loss)	$	36,323	$	(323,774)
Adjustments to Reconcile Net Earnings (Loss) to Cash Provided by Operating Activities:
Depreciation of Lease Merchandise	139,212		133,489
Other Depreciation and Amortization	17,067		17,332
Accounts Receivable Provision	3,763		8,807
Stock-Based Compensation	3,593		2,207
Deferred Income Taxes	8,741		(76,542)
Impairment of Assets	2,272		466,030
Non-Cash Lease Expense	23,030		25,772
Other Changes, Net	(831)		1,818
Changes in Operating Assets and Liabilities, Net of Effects of Acquisitions and Dispositions:
Additions to Lease Merchandise	(197,922)		(111,260)
Book Value of Lease Merchandise Sold or Disposed	50,444		55,784
Accounts Receivable	2,265		1,542
Prepaid Expenses and Other Assets	1,440		9,917
Income Tax Receivable	270		(85,891)
Operating Lease Right-of-Use Assets and Liabilities	(37,776)		(24,422)
Accounts Payable and Accrued Expenses	(21,563)		(39,341)

Customer Deposits and Advance Payments	(10,129)		(4,683)
Cash Provided by Operating Activities	20,199		56,785
INVESTING ACTIVITIES:

Proceeds from Investments	1,974		—
Purchases of Property, Plant, and Equipment	(27,032)		(21,732)
Proceeds from Dispositions of Property, Plant, and Equipment	2,695		903
Acquisition of Businesses and Customer Agreements, Net of Cash Disposed	(1,062)		(855)

Cash Used in Investing Activities	(23,425)		(21,684)
FINANCING ACTIVITIES:
Borrowings on Revolving Facility, Net	—		300,000
Proceeds from Debt	—		5,625
Repayments on Debt	(492)		(392)
Dividends Paid	(3,430)		—
Acquisition of Treasury Stock	(5,727)		—
Issuance of Stock Under Stock Option Plans	543		—
Shares Withheld for Tax Payments	(2,729)		—
Net Transfers From Former Parent	—		90,502
Debt Issuance Costs	—		(1,020)
Cash (Used in) Provided by Financing Activities	(11,835)		394,715
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	2		(117)
(Decrease) Increase in Cash and Cash Equivalents	(15,059)		429,699
Cash and Cash Equivalents at Beginning of Period	76,123		48,773
Cash and Cash Equivalents at End of Period	$	61,064	$	478,472

The accompanying notes are an integral part of the Condensed Consolidated and Combined Financial Statements.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As described elsewhere in this Quarterly Report on Form 10-Q, the novel coronavirus ("COVID-19") pandemic has led to significant market disruption and has impacted many aspects of our operations, directly and indirectly. Throughout these notes to the condensed consolidated and combined financial statements, the impacts of the COVID-19 pandemic on the financial results for the three months ended March 31, 2021 and comparable prior periods have been identified under the respective sections. Additionally, there are significant uncertainties regarding the future scope and nature of these impacts, which continue to evolve each day. For a discussion of operational measures taken, as well as trends and uncertainties that have affected or are expected to affect our business as a result of the COVID-19 pandemic, see Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations", including the "Recent Developments," "Results of Operations" and "Liquidity and Capital Resources", below, and Part I, Item 1A "Risk Factors" of our Current Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 23, 2021 (the "2020 Annual Report").

Description of Spin-off Transaction

On October 16, 2020, management of Aaron’s, Inc. finalized the formation of a new holding company structure in anticipation of the separation and distribution transaction described below. Under the holding company structure, Aaron’s, Inc. became a direct, wholly owned subsidiary of a newly formed company, Aaron’s Holdings Company, Inc. Aaron's, Inc. was subsequently converted to a limited liability company ("Aaron’s, LLC") holding the assets and liabilities historically associated with the historical Aaron's Business segment (the "Aaron's Business"). Upon completion of the holding company formation, Aaron’s Holdings Company, Inc. became the publicly traded parent company of the Progressive Leasing, Aaron’s Business, and Vive segments.

On November 30, 2020 (the "separation and distribution date"), Aaron's Holdings Company, Inc. completed the previously announced separation of the Aaron's Business segment from its Progressive Leasing and Vive segments and changed its name to PROG Holdings, Inc. (referred to herein as "PROG Holdings" or "Former Parent"). The separation of the Aaron's Business segment was effected through a distribution (the "separation", the "separation and distribution", or the "spin-off transaction") of all outstanding shares of common stock of a newly formed company called The Aaron's Company, Inc. ("Aaron's", "The Aaron's Company" or "the Company"), a Georgia corporation, to the PROG Holdings shareholders of record as of November 27, 2020. Upon the separation and distribution, Aaron's, LLC became a wholly-owned subsidiary of The Aaron's Company. Shareholders of PROG Holdings received one share of The Aaron's Company for every two shares of PROG Holdings' common stock. Upon completion of the separation and distribution transaction, The Aaron's Company, Inc. became an independent, publicly traded company under the ticker "AAN" on the New York Stock Exchange ("NYSE").

Unless the context otherwise requires or we specifically indicate otherwise, references to "we," "us," "our," "our Company," and "the Company" refer to The Aaron's Company, Inc., which holds, directly or indirectly, the Aaron’s Business prior to the separation and distribution date. References to "the Company", "Aaron's, Inc.", or "Aaron's Holdings Company, Inc." for periods prior to the separation and distribution date refer to transactions, events, and obligations of Aaron's, Inc. which took place prior to the separation and distribution. Historical amounts herein include revenues and costs directly attributable to The Aaron's Company, Inc. and an allocation to the Company of expenses of the Aaron's Business related to certain PROG Holdings' corporate functions prior to the separation and distribution date.

We describe in these footnotes the business held by us after the separation as if it were a standalone business for all historical periods described. However, we were not a standalone separate entity with independently conducted operations before the separation.

Description of Business

Aaron's is a leading, technology-enabled, omni-channel provider of lease-to-own ("LTO") and purchase solutions generally focused on serving the large, credit-challenged segment of the population. Through our portfolio of approximately 1,300 stores and our Aarons.com e-commerce platform, we provide consumers with LTO and purchase solutions for the products they need and want, including furniture, appliances, electronics, computers and a variety of other products and accessories. In addition, the Company includes the operations of Woodhaven Furniture Industries ("Woodhaven"), which manufactures and supplies the majority of the bedding and a significant portion of the upholstered furniture leased and sold in company-operated and franchised stores.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

The following table presents store count by ownership type:


Stores as of March 31 (Unaudited)	2021	2020
Company-operated Stores	1,089	1,129
Franchised Stores	247	318
Systemwide Stores	1,336	1,447

Basis of Presentation

The financial statements for periods prior to and through the date of the separation and distribution, November 30, 2020, were prepared on a combined standalone basis and were derived from the consolidated financial statements and accounting records of PROG Holdings. The financial statements for the period from December 1, 2020 through December 31, 2020, and three months ended March 31, 2021 are 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 as a standalone company. Intercompany balances and transactions between consolidated entities have been eliminated. These condensed consolidated and combined 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 historical results of operations and cash flows of the Company prior to the separation and distribution presented in these condensed consolidated and combined financial statements may not be indicative of what they would have been had the Company been an independent standalone entity, nor are they necessarily indicative of the Company's future results of operations, financial position and cash flows.

The combined balance sheets for periods prior to and through the separation and distribution date include the assets and liabilities associated with the historical Aaron’s Business and certain assets and liabilities where Aaron's, Inc. is the legal beneficiary or obligor. The combined statements of earnings for periods prior to and through the separation and distribution date include all revenues and costs directly attributable to the Company and an allocation of expenses related to certain PROG Holdings corporate functions. These allocated costs and expenses include executive management, finance, treasury, tax, audit, legal, information technology, human resources and risk management functions and the related benefit cost associated with such functions, including stock-based compensation. These costs and expenses have been allocated to the Company based on direct usage or benefit where specifically identifiable, with the remaining expenses allocated primarily on a pro rata basis using an applicable measure of revenues, headcount or other relevant measures. The Company considers these allocations to be a reasonable reflection of the utilization of services or the benefit received.

The preparation of the Company's condensed consolidated and combined financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Generally, actual experience has been consistent with management's prior estimates and assumptions. However, as described above, the extent to which the COVID-19 pandemic and resulting measures taken by Federal and State governments and the Company will impact the Company's business will depend on future developments, which are uncertain and cannot be precisely predicted at this time. In many cases, management's estimates and assumptions are dependent on estimates of future developments and may change significantly in the future due to unforeseen direct and indirect impacts of the COVID-19 pandemic.

The accompanying unaudited condensed consolidated and combined 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 and combined financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the 2020 Annual Report. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of operating results for the full year.

Accounting Policies and Estimates

See Note 1 to the consolidated and combined financial statements in the 2020 Annual Report for an expanded discussion of accounting policies and estimates. Discussions of accounting estimates and application of accounting policies herein have also been updated as applicable to describe the uncertainty associated with the impacts of the COVID-19 pandemic described above.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

Earnings Per Share

Earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. The computation of earnings per share assuming dilution includes the dilutive effect of stock options, restricted stock units ("RSUs"), restricted stock awards ("RSAs"), performance share units ("PSUs") and other awards issuable under the Company's 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 Company's basic earnings per share calculations for the periods prior to the separation and distribution assumes that the weighted average number of common shares outstanding was 33,841,624, which is the number of shares distributed to shareholders on the separation and distribution date, November 30, 2020. The same number of shares was used in the calculation of diluted earnings per share for the periods prior to the separation and distribution, as there were no equity awards of The Aaron's Company, Inc. outstanding prior to the distribution date.

The following table shows the calculation of weighted-average shares outstanding assuming dilution:


	Three Months Ended March 31,
(Shares In Thousands)	2021	2020
Weighted Average Shares Outstanding	34,262	33,842
Dilutive Effect of Share-Based Awards	657	—
Weighted Average Shares Outstanding Assuming Dilution	34,919	33,842

Approximately 70,600 weighted-average share-based awards were excluded from the computation of earnings per share assuming dilution during the three months ended March 31, 2021, as the awards would have been anti-dilutive for the periods presented.

Revenue Recognition

The Company provides lease merchandise, consisting of furniture, appliances, electronics, outdoor products and a variety of other products and accessories to its customers for lease under certain terms agreed to by the customer. Our stores and e-commerce platform offer leases with flexible ownership plans that can be renewed monthly up to 12, 18 or 24 months. The Company also earns revenue from the sale of merchandise to customers and its franchisees, and earns ongoing revenue from its franchisees in the form of royalties and through advertising efforts that benefit the franchisees. See Note 3 to these condensed consolidated and combined financial statements for further information regarding the Company's revenue recognition policies and disclosures.

Accounts Receivable

Accounts receivable consist primarily of receivables due from customers on lease agreements, corporate receivables incurred during the normal course of business (primarily for vendor consideration and real estate leasing activities) and franchisee obligations.

Accounts receivable, net of allowances, consist of the following:


(In Thousands)	March 31, 2021		December 31, 2020
Customers	$	5,118	$	8,399
Corporate	11,922		12,771
Franchisee	10,858		12,820
	$	27,898	$	33,990

The Company maintains an accounts receivable allowance, under which the Company's 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 and retail revenues within the condensed consolidated and combined statements of earnings. Other qualitative factors are considered in estimating the allowance, such as current and forecasted business trends including, but not limited to, the uncertainty of the impacts of the COVID-19 pandemic on our business. The Company writes off lease receivables that are 60 days or more past due on pre-determined dates twice monthly.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

The Company also maintains an allowance for outstanding franchisee accounts receivable. The Company's policy is to estimate a specific allowance on accounts receivable to estimate future losses related to certain franchisees that are deemed to have a higher risk of non-payment and a general allowance based on historical losses as well as the Company's assessment of the financial health of all other franchisees. The estimated allowance on franchisee accounts receivable includes consideration of broad macroeconomic trends, such as the uncertainty surrounding impacts of the COVID-19 pandemic on the franchisees' ability to satisfy their obligations. The provision for uncollectible franchisee accounts receivable is recorded as bad debt expense in other operating expenses, net within the condensed consolidated and combined statements of earnings.

Given the uncertainty regarding the impacts of the COVID-19 pandemic on our business, actual accounts receivable write-offs could differ materially from the allowance.

The following table shows the components of the accounts receivable allowance:


(In Thousands)	March 31, 2021		March 31, 2020
Beginning Balance	$	7,613	$	10,720
Accounts Written Off, net of Recoveries	(7,456)		(10,993)
Accounts Receivable Provision	3,763		8,807
Ending Balance	$	3,920	$	8,534

The following table shows the amounts recognized for bad debt expense and provision for returns and uncollected payments:


	Three Months Ended March 31,
(In Thousands)	2021		2020
Bad Debt (Reversal) Expense	$	(700)	$	911
Provision for Returns and Uncollectible Renewal Payments	4,463		7,896
Accounts Receivable Provision	$	3,763	$	8,807

Lease Merchandise

The Company’s lease merchandise is recorded at the lower of depreciated cost 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 merchandise at the earlier of 12 months and one day from its purchase of the merchandise or when the item is leased to customers. Lease merchandise depreciates to a 0% salvage value over the lease agreement period when on lease, generally 12 to 24 months, and generally 36 months when not on lease. Depreciation is accelerated upon early payout.

The following is a summary of lease merchandise, net of accumulated depreciation and allowances:


(In Thousands)	March 31, 2021		December 31, 2020
Merchandise on Lease, net of Accumulated Depreciation and Allowances	$	471,249	$	473,964
Merchandise Not on Lease, net of Accumulated Depreciation and Allowances1	234,287		223,271
Lease Merchandise, net of Accumulated Depreciation and Allowances	$	705,536	$	697,235

1 Includes Woodhaven raw materials and work-in-process inventory that has been classified within lease merchandise in the condensed consolidated balance sheets of $12.1 million and $10.4 million as of March 31, 2021 and December 31, 2020, respectively.

The Company's policies require weekly merchandise counts at its store-based operations, which include write-offs for unsalable, damaged, or missing merchandise inventories. In addition to monthly cycle counting, full physical inventories are generally taken at the fulfillment and manufacturing facilities annually and appropriate provisions are made for missing, damaged and unsalable merchandise. In addition, the Company monitors merchandise levels and mix by division, store, and fulfillment 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.

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

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

historical write-off experience. Other qualitative factors are considered in estimating the allowance, such as current and forecasted business trends including, but not limited to, uncertainties related to the impacts of the COVID-19 pandemic on our business. Given the significant uncertainty regarding the impacts of the COVID-19 pandemic on our business, a high level of estimation was involved in determining the allowance as of March 31, 2021; therefore, actual lease merchandise write-offs could differ materially from the allowance. The provision for write-offs is included in provision for lease merchandise write-offs in the accompanying condensed consolidated and combined statements of earnings. The Company writes off lease merchandise on lease agreements that are 60 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:


	Three Months Ended March 31,
(In Thousands)	2021		2020
Beginning Balance	$	11,599	$	13,823
Merchandise Written off, net of Recoveries	(14,849)		(21,767)
Provision for Write-offs	13,417		23,960
Ending Balance	$	10,167	$	16,016

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:


(In Thousands)	March 31, 2021		December 31, 2020
Prepaid Expenses	$	26,667	$	25,882
Insurance Related Assets	25,317		27,960
Company-Owned Life Insurance	14,632		16,223
Assets Held for Sale	8,925		8,956
Deferred Tax Asset	7,014		7,014
Other Assets	3,845		3,860
	$	86,400	$	89,895

Assets Held for Sale

Certain properties, consisting of parcels of land and commercial buildings, met the held for sale classification criteria as of March 31, 2021 and December 31, 2020. Assets held for sale are recorded at the lower of their carrying value or fair value less estimated cost to sell and are classified within prepaid expenses and other assets in the condensed consolidated balance sheets. Depreciation is suspended on assets upon classification to held for sale. Gains and losses related to the sale of assets held for sale are recorded in other operating expenses, net or restructuring expenses, net (if the asset is a part of the Company's restructuring programs further described in Note 5) in the condensed consolidated and combined statements of earnings. Such gains and losses were not significant for the three months ended March 31, 2021 and March 31, 2020.

Management estimated the fair values of real estate properties using the market values for similar properties. These properties are considered Level 2 assets as defined below. The carrying amount of the properties held for sale as of March 31, 2021 and December 31, 2020 is $8.9 million and $9.0 million, respectively.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:


(In Thousands)	March 31, 2021		December 31, 2020
Accounts Payable	$	32,825	$	84,566
Estimated Claims Liability Costs	50,983		49,272
Accrued Salaries and Benefits	70,711		53,396
Accrued Real Estate and Sales Taxes	23,732		23,025
Other Accrued Expenses and Liabilities	30,887		20,589
	$	209,138	$	230,848

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

Estimated Claims Liability Costs

Estimated claims liability costs are accrued primarily for workers compensation, vehicle liability, general liability and group health insurance benefits provided to employees. 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. 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

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 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 one or more reporting units exceeds the reporting units' fair value. The Company concluded that the need for an interim goodwill impairment test was triggered as of March 31, 2020. Factors that led to this conclusion included: (i) a significant decline in the Aaron's, Inc. stock price and market capitalization in March 2020; (ii) the temporary closure of all company-operated store showrooms due to the COVID-19 pandemic, which impacted our financial results and was expected to adversely impact future financial results; (iii) the significant uncertainty with regard to the short-term and long-term impacts that macroeconomic conditions arising from the COVID-19 pandemic and related government emergency and executive orders would have on the financial health of our customers and franchisees; and (iv) consideration given to the amount by which the Aaron's reporting unit's fair value exceeded the carrying value from the October 1, 2019 annual goodwill impairment test.

As of March 31, 2020, management of Aaron's, Inc determined its existing goodwill was fully impaired and recorded a goodwill impairment loss of $446.9 million during the three months ended March 31, 2020. Management engaged the assistance of a third-party valuation firm to perform the interim goodwill impairment test, which entailed an assessment of the Aaron's Business reporting unit’s fair value relative to the carrying value that was derived using a combination of both income and market approaches and performing a market capitalization reconciliation, which included an assessment of the control premium implied from the Company's estimated fair values of its reporting units. The fair value measurement involved significant unobservable inputs (Level 3 inputs, as discussed more fully below). The income approach utilized the discounted future expected cash flows, which required assumptions about short-term and long-term revenue growth or decline rates, operating margins, capital requirements, and a weighted-average cost of capital. The income approach reflected assumptions and estimates made by management regarding direct and indirect impacts of the COVID-19 pandemic on the short-term and long-term cash flows for the reporting unit. Due to the significant uncertainty associated with the impacts of the COVID-19 pandemic, the assumptions and estimates used by management were highly subjective. The weighted-average cost of capital used in the income approach was adjusted to reflect the specific risks and uncertainties associated with the COVID-19 pandemic in developing the cash flow projections. Given the uncertainty discussed above, the Company performed certain sensitivity analyses including considering reasonably possible alternative assumptions for short-term and long-term growth or decline rates, operating margins, capital requirements, and weighted-average cost of capital rates. Each of the sensitivity analyses performed supported the conclusion of a full impairment of the existing goodwill balance within the Aaron's reporting unit.

The market approach, which includes the guideline public company method, utilized pricing multiples derived from an analysis of comparable publicly traded companies. We believe the comparable companies we evaluate as marketplace participants serve as an appropriate reference when calculating fair value because those companies have similar risks, participate in similar markets, provide similar products and services for their customers and compete with us directly. However, we considered that such publicly available information regarding the comparable companies evaluated likely did not reflect the impact of the COVID-19 pandemic in determining the multiple assumptions selected.

The Company completed acquisitions of certain franchisees and third party rent-to-own stores subsequent to March 31, 2020, which resulted in a goodwill balance of $8.5 million and $7.6 million as of March 31, 2021 and December 31, 2020, respectively. The Company determined that there were no events that occurred or circumstances that changed in the first quarter of 2021 that would more likely than not reduce the fair value of its reporting unit below its carrying amount.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

Segment Reporting

Management concluded that the Company has one operating and reportable segment based on the nature of the financial information regularly reviewed by the chief operating decision maker to assess performance and allocate resources. We have also concluded that the Company has one reporting unit due to the fact that the components included within the operating segment have similar economic characteristics, such as the nature of the products and services provided, the nature of the customers we serve, and the interrelated nature of the components that are aggregated to form the sole reporting unit. The Company evaluates performance and allocates resources as a single operating segment based on revenue growth and pre-tax profit or loss from operations.

Related Party

The Aaron's Company was a related party to PROG Holdings prior to the separation and distribution date.

All intercompany transactions between the Company and PROG Holdings were included within invested capital in the historical combined balance sheets prior to the separation and distribution date, and are classified as changes in invested capital within stockholders' equity for the historical periods prior to the separation and distribution date. The total net effect of the settlement of these intercompany transactions is reflected in the condensed consolidated and combined statements of cash flows as a financing activity for the three months ended March 31, 2020.

Corporate Allocations

The Company's previous operating model included a combination of standalone and combined business functions with PROG Holdings. The condensed consolidated and combined financial statements in the 2020 Annual Report include corporate allocations to the Company through the separation and distribution date for expenses related to activities that were previously provided on a centralized basis within PROG Holdings. These expenses primarily related to executive management, finance, treasury, tax, audit, legal, information technology, human resources and risk management functions and the related benefit cost associated with such functions, including stock-based compensation. See Note 12 of the 2020 Annual Report for more information regarding stock-based compensation. Corporate allocations to the Company during the three months ended March 31, 2020 also include expenses related to the separation and distribution. These expenses have been allocated to the Company based on direct usage or benefit where specifically identifiable, with the remainder allocated primarily on a pro rata basis using an applicable measure of revenues, headcount or other relevant measures. The Company considers these allocations to be a reasonable reflection of the utilization of services or the benefit received. These allocated expenses are included within personnel costs and other operating expenses, net in the condensed consolidated and combined statements of earnings and as an increase to invested capital in the historical condensed combined balance sheets prior to the separation and distribution date. General corporate expenses allocated to the Company during the three months ended March 31, 2020 were $6.6 million.

Management believes the assumptions regarding the allocation of general corporate expenses from PROG Holdings are reasonable. However, the consolidated and combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect the Company's consolidated and combined results of operations, financial position and cash flows had it been a standalone company during the periods presented. Actual costs that would have been incurred if the Company had been a standalone company would depend on multiple factors, including organization structure and various other strategic decisions.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

Post-Separation Arrangements

In connection with the separation and distribution, the Company entered into several agreements with PROG Holdings, which (i) govern the separation and our relationship with PROG Holdings after the separation, and (ii) provide for the allocation between the two companies of PROG Holdings' assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at, and after the separation. These agreements are further described in Note 14 of the 2020 Annual Report. Amounts incurred and due to or from PROG Holdings for transition services were not significant during the three months ended March 31, 2021.

Stockholders' Equity

Changes in stockholders' equity for the three months ended March 31, 2021 and 2020 are as follows:


	Treasury Stock			Common Stock		Invested Capital		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
(In Thousands, Except Per Share)	Shares	Amount
Balance, December 31, 2020	(895)	$	(15,977)	$	17,550	$	—	$	708,668	$	1,881	$	(797)	$	711,325
Cash Dividends, $0.10 per share	—	—		—		—		—		(3,472)		—		(3,472)
Stock-Based Compensation	—	—		—		—		3,551		—		—		3,551
Issuance of Shares under Equity Plans	(114)	(2,729)		165		—		378		—		—		(2,186)
Acquisition of Treasury Stock	(252)	(6,280)		—		—		—		—		—		(6,280)
Net Earnings	—	—		—		—		—		36,323		—		36,323
Foreign Currency Translation Adjustment	—	—		—		—		—		—		127		127
Balance, March 31, 2021	(1,261)	$	(24,986)	$	17,715	$	—	$	712,597	$	34,732	$	(670)	$	739,388

SEC Form 10-Q filed by Aaron&#39;s, Inc.

SEC Form 10-Q filed by Aaron's, Inc.