Aaron's Company, Inc. [AAN] Filings

10-Q 1 aan-20230930.htm 10-Q aan-20230930

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 SEPTEMBER 30, 2023


☐			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 October 20, 2023
Common Stock, $0.50 Par Value						30,329,287

THE AARON'S COMPANY, INC.

INDEX


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements			3

Condensed Consolidated Balance Sheets – September 30, 2023 (Unaudited) and December 31, 2022			3

Condensed Consolidated Statements of Earnings (Unaudited) – Three and Nine Months Ended September 30, 2023 and 2022			4

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three and Nine Months Ended September 30, 2023 and 2022			5

Condensed Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2023 and 2022			6

Notes to Condensed Consolidated Financial Statements (Unaudited)			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31

Item 3. Quantitative and Qualitative Disclosures About Market Risk			49

Item 4. Controls and Procedures			50

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			51

Item 1A. Risk Factors			51

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			51

Item 3. Defaults Upon Senior Securities			51

Item 4. Mine Safety Disclosures			51

Item 5. Other Information			51

Item 6. Exhibits			52

Signatures			53

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	September 30, 2023		December 31, 2022
	(In Thousands, Except Share Data)
ASSETS:
Cash and Cash Equivalents	$	39,313	$	27,716
Accounts Receivable (net of allowances of $8,022 at September 30, 2023 and $8,895 at December 31, 2022)	23,678		38,191
Lease Merchandise (net of accumulated depreciation and allowances of $420,599 at September 30, 2023 and $431,092 at December 31, 2022)	608,327		693,795
Merchandise Inventories, Net	99,407		95,964
Property, Plant and Equipment, Net	269,445		267,457
Operating Lease Right-of-Use Assets	459,771		459,950
Goodwill	55,750		54,710
Other Intangibles, Net	110,677		118,528
Income Tax Receivable	10,935		5,716
Prepaid Expenses and Other Assets	112,620		96,436
Total Assets	$	1,789,923	$	1,858,463
LIABILITIES & SHAREHOLDERS’ EQUITY:
Accounts Payable and Accrued Expenses	$	253,400	$	264,043
Deferred Tax Liabilities	83,477		87,008
Customer Deposits and Advance Payments	67,844		73,196
Operating Lease Liabilities	497,067		496,401
Debt	187,457		242,413
Total Liabilities	1,089,245		1,163,061
Commitments and Contingencies (Note 6)
SHAREHOLDERS' EQUITY:
Common Stock, Par Value $0.50 Per Share: Authorized: 112,500,000 Shares at September 30, 2023 and December 31, 2022; Shares Issued: 36,622,558 at September 30, 2023 and 36,100,011 at December 31, 2022	18,311		18,050
Additional Paid-in Capital	747,135		738,428
Retained Earnings	82,477		79,073
Accumulated Other Comprehensive Income (Loss)	527		(1,396)
	848,450		834,155
Less: Treasury Shares at Cost
6,293,271 Shares at September 30, 2023 and 5,480,353 Shares at December 31, 2022	(147,772)		(138,753)
Total Shareholders’ Equity	700,678		695,402
Total Liabilities & Shareholders’ Equity	$	1,789,923	$	1,858,463

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

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In Thousands, Except Per Share Data)
REVENUES:
Lease Revenues and Fees	$	340,805	$	372,127	$	1,068,351	$	1,167,958
Retail Sales	155,682		188,734		454,274		392,189
Non-Retail Sales	23,573		26,542		70,308		81,411
Franchise Royalties and Other Revenues	5,618		5,981		17,478		18,292
	525,678		593,384		1,610,411		1,659,850
COSTS OF REVENUES:
Depreciation of Lease Merchandise and Other Lease Revenue Costs	113,970		125,711		356,511		390,147
Retail Cost of Sales	119,732		146,292		344,545		320,635
Non-Retail Cost of Sales	20,068		23,634		59,481		73,227
	253,770		295,637		760,537		784,009
GROSS PROFIT	271,908		297,747		849,874		875,841
OPERATING EXPENSES:
Personnel Costs	125,907		134,001		382,297		385,368
Other Operating Expenses, Net	125,361		123,040		371,176		363,786
Provision for Lease Merchandise Write-Offs	20,730		28,022		59,891		72,092
Restructuring Expenses, Net	2,696		14,930		12,820		23,847
Impairment of Goodwill	—		12,933		—		12,933
Separation Costs	34		220		163		990
Acquisition-Related Costs	693		1,659		3,087		13,156
	275,421		314,805		829,434		872,172
OPERATING (LOSS) PROFIT	(3,513)		(17,058)		20,440		3,669
Interest Expense	(3,456)		(3,151)		(11,724)		(5,964)
Other Non-Operating (Expense) Income, Net	(288)		(344)		921		(2,827)
(LOSS) EARNINGS BEFORE INCOME TAXES	(7,257)		(20,553)		9,637		(5,122)
INCOME TAX BENEFIT	(3,120)		(4,937)		(5,541)		(5,696)
NET (LOSS) EARNINGS	$	(4,137)	$	(15,616)	$	15,178	$	574
(LOSS) EARNINGS PER SHARE	$	(0.13)	$	(0.51)	$	0.49	$	0.02
(LOSS) EARNINGS PER SHARE ASSUMING DILUTION	$	(0.13)	$	(0.51)	$	0.49	$	0.02

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

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2023		2022		2023		2022
Net (Loss) Earnings	$	(4,137)	$	(15,616)	$	15,178	$	574
Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Derivative Instruments, net of Tax1	889		(235)		1,584		4
Foreign Currency Translation Adjustment, net of Tax1	(165)		(611)		339		(719)
Total Other Comprehensive Income (Loss)	724		(846)		1,923		(715)
Comprehensive Income (Loss)	$	(3,413)	$	(16,462)	$	17,101	$	(141)

1 The Unrealized Gain on Derivative Instruments is presented net of tax expense of $0.3 million and $0.5 million for the three and nine months ended September 30, 2023, respectively, and the Foreign Currency Translation Adjustment is presented net of tax benefit of $0.1 million and a tax benefit of $0.3 million for the three and nine months ended September 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.

THE AARON’S COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
	2023		2022
	(In Thousands)
OPERATING ACTIVITIES:
Net Earnings	$	15,178	$	574
Adjustments to Reconcile Net Earnings to Cash Provided by Operating Activities:
Depreciation of Lease Merchandise	350,941		384,268
Other Depreciation and Amortization	67,412		63,211
Provision for Lease Merchandise Write-Offs	59,891		72,092
Non-Cash Inventory Fair Value Adjustment	—		23,074
Accounts Receivable Provision	28,278		29,331
Stock-Based Compensation	8,935		9,998
Deferred Income Taxes	(12,038)		(5,833)
Impairment of Goodwill and Other Assets	2,478		28,929
Non-Cash Lease Expense	89,125		82,532
Other Changes, Net	(3,982)		(9,446)
Changes in Operating Assets and Liabilities:
Lease Merchandise	(327,081)		(401,002)
Merchandise Inventories	(3,270)		6,440
Accounts Receivable	(13,710)		(25,320)
Prepaid Expenses and Other Assets	(6,722)		(366)
Income Tax Receivable	(5,219)		(4,394)
Operating Lease Right-of-Use Assets and Liabilities	(90,469)		(90,877)
Accounts Payable and Accrued Expenses	(3,467)		(23,582)
Customer Deposits and Advance Payments	(7,174)		(15,758)
Cash Provided by Operating Activities	149,106		123,871
INVESTING ACTIVITIES:
Purchases of Property, Plant, and Equipment	(68,927)		(83,695)
Proceeds from Dispositions of Property, Plant, and Equipment	6,617		18,710
Acquisition of BrandsMart U.S.A., Net of Cash Acquired	—		(266,773)
Acquisition of Businesses and Customer Agreements, Net of Cash Acquired	—		(917)
Proceeds from Other Investing-Related Activities	—		1,145
Cash Used in Investing Activities	(62,310)		(331,530)
FINANCING ACTIVITIES:
Repayments on Swing Line Loans, Net	(2,900)		(10,000)
Proceeds from Revolver and Term Loan	31,094		291,700
Repayments on Revolver and Term Loan	(83,281)		(31,700)
Proceeds on Inventory Loan Program, Net	—		(793)
Dividends Paid	(11,163)		(10,067)
Acquisition of Treasury Stock	(6,480)		(11,055)
Issuance of Stock Under Stock Option Plans	81		911
Shares Withheld for Tax Payments	(2,539)		(3,563)
Debt Issuance Costs	—		(2,758)
Cash (Used in) Provided by Financing Activities	(75,188)		222,675
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(11)		(69)
Increase in Cash and Cash Equivalents	11,597		14,947
Cash and Cash Equivalents at Beginning of Period	27,716		22,832
Cash and Cash Equivalents at End of Period	$	39,313	$	37,779

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

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 defined in "Item 1. Business - Description of 2020 Spin-off Transaction" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.) and all other subsidiaries of the Company, which are wholly owned, as well as other lines of business described above.

As of September 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 1,250 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.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 11 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 September 30 (Unaudited)	2023	2022
Company-operated Aaron's Stores1	1,024	1,034
GenNext (included in Company-Operated)	245	195
Franchisee-operated Aaron's Stores	227	234
BrandsMart U.S.A. Stores2	11	10
Systemwide Stores	1,262	1,278


Company-operated Aaron's Store Types as of September 30, 2023 (Unaudited)	GenNext	Legacy	Total
Store	181	621	802
Hub	56	55	111
Showroom	8	103	111
Total	245	779	1,024

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 nine months ended September 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 nine months ended September 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.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Loss) 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 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 September 30,		Nine Months Ended September 30,
(Shares In Thousands)	2023	2022	2023	2022
Weighted Average Shares Outstanding	30,880	30,875	30,889	30,921
Dilutive Effect of Share-Based Awards1	—	—	342	452
Weighted Average Shares Outstanding Assuming Dilution	30,880	30,875	31,231	31,373

1 There was no dilutive effect of share-based awards for the three months ended September 30, 2023 and September 30, 2022, due to the net loss incurred in both periods.

Approximately 1.2 million weighted-average share based awards were excluded from the computation of earnings per share assuming dilution during the nine months ended September 30, 2023, and 0.8 million during the nine months ended September 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. The prepaid advertising asset was $7.3 million and $4.6 million at September 30, 2023 and December 31, 2022, respectively, and is reported within prepaid expenses and other assets on the condensed consolidated balance sheets.

Total advertising costs 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, and are recorded as a reduction of advertising costs.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table shows total advertising costs, net of cooperative advertising consideration:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2023		2022		2023		2022
Advertising Costs, Gross	$	15,269	$	16,092	$	50,951	$	55,794
Less: Cooperative Advertising Considerations	(8,074)		(8,294)		(24,189)		(24,651)
Advertising Costs, Net	$	7,195	$	7,798	$	26,762	$	31,143

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.

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


(In Thousands)	September 30, 2023		December 31, 2022
Customers	$	4,110	$	9,721
Corporate	13,252		20,597
Franchisee	6,316		7,873
	$	23,678	$	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 for its Aaron's Business 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 September 30, 2023 and December 31, 2022.

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


	Nine Months Ended September 30,
(In Thousands)	2023		2022
Beginning Balance	$	8,895	$	7,163
Accounts Written Off, net of Recoveries	(29,151)		(28,020)
Accounts Receivable Provision	28,278		29,331
Ending Balance	$	8,022	$	8,474

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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:


	Nine Months Ended September 30,
(In Thousands)	2023		2022
Bad Debt Expense (Reversal)	$	25	$	(263)
Provision for Returns and Uncollectible Renewal Payments	28,253		29,594
Accounts Receivable Provision	$	28,278	$	29,331

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 furniture and appliances at the earlier of the lease date or 24 months and one day from its purchase, while all other lease merchandise begins depreciating at the earlier of when the merchandise is leased to the customer or 12 months and one day from its purchase. 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.

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


(In Thousands)	September 30, 2023		December 31, 2022
Merchandise on Lease, net of Accumulated Depreciation and Allowances	$	395,625	$	446,923
Merchandise Not on Lease, net of Accumulated Depreciation and Allowances1	212,702		246,872
Lease Merchandise, net of Accumulated Depreciation and Allowances	$	608,327	$	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 $9.8 million and $12.9 million as of September 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 for its Aaron's Business 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 AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table shows the components of the allowance for lease merchandise write-offs:


	Nine Months Ended September 30,
(In Thousands)	2023		2022
Beginning Balance	$	13,894	$	12,339
Merchandise Written off, net of Recoveries	(61,215)		(70,247)
Provision for Write-offs	59,891		72,092
Ending Balance	$	12,570	$	14,184

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.

The following is a summary of merchandise inventories, net of allowances:


(In Thousands)	September 30, 2023		December 31, 2022
Merchandise Inventories, gross	$	100,448	$	96,945
Reserve for Merchandise Inventories	(1,041)		(981)
Merchandise Inventories, net	$	99,407	$	95,964

The following table shows the components of the reserve for merchandise inventories:


	Nine Months Ended
(In Thousands)	September 30, 2023
Beginning Balance	$	981
Merchandise Written off	(350)
Provision for Write-offs	410
Ending Balance1	$	1,041

1 There were no significant markdown provisions recorded during the three and nine months ended September 30, 2022.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:


(In Thousands)	September 30, 2023		December 31, 2022
Prepaid Expenses	$	22,798	$	20,218
Insurance Related Assets	27,707		25,103
Company-Owned Life Insurance	14,257		13,443
Assets Held for Sale	1,113		1,857
Deferred Tax Assets	24,615		16,277
Other Assets1	22,130		19,538
	$	112,620	$	96,436

1 Amounts as of September 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 nine months ended September 30, 2022, the Company entered into four sale and leaseback transactions related to seven Company-owned Aaron's store properties for a total sales price of $12.9 million, all of which was received during the nine months ended September 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 $2.8 million and $8.5 million associated with these transactions during the three and nine months ended September 30, 2022, respectively, which was classified within other operating expenses, net in the condensed consolidated statements of earnings.

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. 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 income 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 September 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 September 30, 2023 was an asset of $2.1 million, and has been recorded within prepaid expenses and other assets in the Company's condensed consolidated balance sheets. During the nine months ended September 30, 2023, the Company reclassified $0.6 million of net gains from accumulated other comprehensive income 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)	September 30, 2023		December 31, 2022
Accounts Payable	$	107,106	$	106,966
Estimated Claims Liability Costs	60,895		58,549
Accrued Salaries and Benefits	28,355		33,932
Accrued Real Estate and Sales Taxes	23,331		24,030
Other Accrued Expenses and Liabilities	33,713		40,566
	$	253,400	$	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.

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 September 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 nine months ended September 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 $0.7 million and $3.1 million were incurred during the three and nine months ended September 30, 2023, and Acquisition-related costs of $1.7 million and $13.2 million were incurred during the three and nine months ended September 30, 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 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 nine months ended September 30, 2023 related to real estate activities, including rental payments, maintenance and taxes, were approximately $3.2 million and $9.7 million, respectively.

THE AARON’S COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stockholders' Equity

Changes in stockholders' equity for the three and nine months ended September 30, 2023 and 2022 are as follows:


	Treasury Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		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
Cash Dividends, $0.125 per share	—	—		—	—		—		(3,934)		—		(3,934)
Stock-Based Compensation	—	—		—	—		3,100		—		—		3,100
Issuance of Shares under Equity Plans	—	—		3	1		20		—		—		21
Acquisition of Treasury Stock	(540)	(5,676)		—	—		—		—		—		(5,676)
Net Loss	—	—		—	—		—		(4,137)		—		(4,137)
Unrealized Gain on Derivative Instruments, net of tax	—	—		—	—		—		—		889		889
Foreign Currency Translation Adjustment, net of tax	—	—		—	—		—		—		(165)		(165)
Balance, September 30, 2023	(6,293)	$	(147,772)	36,623	$	18,311	$	747,135	$	82,477	$	527	$	700,678

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
Cash Dividends, $0.11 per share	—	—		—	—		—		(3,471)		—		(3,471)
Stock-Based Compensation	—	—		—	—		3,163		—		—		3,163
Issuance of Shares Under Equity Plans	(1)	(22)		5	2		(3)		—		—		(23)
Acquisition of Treasury Stock	—	—		—	—		—		—		—		—
Net Loss	—	—		—	—		—		(15,616)		—		(15,616)
Unrealized (Loss) on Fuel Hedge Derivative Instrument	—	—		—	—		—		—		(235)		(235)
Foreign Currency Translation Adjustment	—	—		—	—		—		—		(611)		(611)
Balance, September 30, 2022	(5,261)	$	(136,422)	36,042	$	18,021	$	735,051	$	88,524	$	(1,454)	$	703,720

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 September 30, 2023 and December 31, 2022 are further described in Note 3 to these condensed consolidated financial statements.

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 nine months ended September 30, 2023 and September 30, 2022 are summarized below:


	Nine Months Ended September 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	1,584		339		1,923
Balance at September 30, 2023	$	1,567	$	(1,040)	$	527


	Nine Months Ended September 30, 2022
(In Thousands)	Derivative Instruments		Foreign Currency		Total
Balance at December 31, 2021	$	—	$	(739)	$	(739)
Other Comprehensive Income (Loss), net of Tax	4		(719)		(715)
Balance at September 30, 2022	$	4	$	(1,458)	$	(1,454)

Recent Accounting Pronouncements

There were no new accounting standards that had a material impact on the Company’s condensed consolidated financial statements during the nine months ended September 30, 2023, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of September 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 11 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.

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 $152.4 million and $440.3 million and loss before income taxes of $2.4 million and $2.2 million during the three and nine months ended September 30, 2023. In the prior year period, BrandsMart contributed revenues of $183.3 million and earnings before income taxes of $3.0 million during the three months ended September 30, 2022, as well as revenues of $364.8 million and loss before income taxes of $13.0 million from the April 1, 2022 acquisition date, through the period end date of September 30, 2022. The BrandsMart loss for the period covering April 1, 2022 through September 30, 2022 includes a one-time, non-cash charge for a fair value adjustment of $23.1 million made to the acquired merchandise inventories, which was included within "Retail Cost of Sales" in the condensed consolidated statements of earnings.

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.

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 $0.7 million and $3.1 million, and $1.7 million and $13.2 million of transaction costs during the three and nine months ended September 30, 2023, and September 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 September 30, 2022
(In Thousands)		As Reported		Pro Forma Combined Results
Revenues		$	593,384	$	593,384
(Loss) Earnings Before Income Taxes		(20,553)		(18,785)
Net (Loss)		(15,616)		(14,294)


(Unaudited)	Nine Months Ended September 30, 2022
(In Thousands)		As Reported		Pro Forma Combined Results
Revenues		$	1,659,850	$	1,832,621
(Loss) Earnings Before Income Taxes		(5,122)		30,709
Net Earnings		574		30,230

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 nine months ended September 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.

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 nine months ended September 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 September 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)	September 30, 2023						December 31, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Deferred Compensation Liability	$	—	$	(9,534)	$	—	$	—	$	(8,621)	$	—
Interest Rate Swap Asset	$	—	$	2,087	$	—	$	—	$	—	$	—

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)	September 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.

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: