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, 20212023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                     TO                     
COMMISSION FILE NUMBER 1-39681
 ________________________________
 THE AARON'S COMPANY, INC.
(Exact name of registrant as specified in its charter)
 _________________________________
Georgia85-2483376
(State or other jurisdiction of
incorporation or organization)
(I. R. S. Employer
Identification No.)
400 Galleria Parkway SESuite 300AtlantaGeorgia30339-3182
(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 SymbolName of each exchange on which registered
Common Stock, $0.50 Par ValueAAN New York Stock Exchange

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 ___________________________________

    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 l9341934 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, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):








Large Accelerated FilerAccelerated Filerfiler
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)13(a) of the Securities ActExchange 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 ClassShares Outstanding as of
April 20, 202121, 2023
Common Stock, $0.50 Par Value34,169,99830,908,711

1


THE AARON'S COMPANY, INC.
INDEX
 
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
2


PART I – FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)(Unaudited)
March 31,
2021
December 31,
2020
March 31,
2023
December 31,
2022
(In Thousands, Except Share Data)(In Thousands, Except Share Data)
ASSETS:ASSETS:ASSETS:
Cash and Cash EquivalentsCash and Cash Equivalents$61,064 $76,123 Cash and Cash Equivalents$44,267 $27,716 
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 
Accounts Receivable (net of allowances of $5,908 at March 31, 2023 and $8,895 at December 31, 2022)Accounts Receivable (net of allowances of $5,908 at March 31, 2023 and $8,895 at December 31, 2022)30,286 38,191 
Lease Merchandise (net of accumulated depreciation and allowances of $423,541 at March 31, 2023 and $431,092 at December 31, 2022)Lease Merchandise (net of accumulated depreciation and allowances of $423,541 at March 31, 2023 and $431,092 at December 31, 2022)666,472 693,795 
Merchandise Inventories, NetMerchandise Inventories, Net86,336 95,964 
Property, Plant and Equipment, NetProperty, Plant and Equipment, Net209,357 200,370 Property, Plant and Equipment, Net263,878 267,457 
Operating Lease Right-of-Use AssetsOperating Lease Right-of-Use Assets228,584 238,085 Operating Lease Right-of-Use Assets458,421 459,950 
GoodwillGoodwill8,468 7,569 Goodwill55,750 54,710 
Other Intangibles, NetOther Intangibles, Net7,480 9,097 Other Intangibles, Net115,863 118,528 
Income Tax ReceivableIncome Tax Receivable823 1,093 Income Tax Receivable3,809 5,716 
Prepaid Expenses and Other AssetsPrepaid Expenses and Other Assets86,400 89,895 Prepaid Expenses and Other Assets101,018 96,436 
Total AssetsTotal Assets$1,335,610 $1,353,457 Total Assets$1,826,100 $1,858,463 
LIABILITIES & SHAREHOLDERS’ EQUITY:LIABILITIES & SHAREHOLDERS’ EQUITY:LIABILITIES & SHAREHOLDERS’ EQUITY:
Accounts Payable and Accrued ExpensesAccounts Payable and Accrued Expenses$209,138 $230,848 Accounts Payable and Accrued Expenses$242,399 $264,043 
Deferred Income Taxes Payable71,342 62,601 
Deferred Tax LiabilitiesDeferred Tax Liabilities87,519 87,008 
Customer Deposits and Advance PaymentsCustomer Deposits and Advance Payments58,819 68,894 Customer Deposits and Advance Payments74,828 73,196 
Operating Lease LiabilitiesOperating Lease Liabilities256,585 278,958 Operating Lease Liabilities495,338 496,401 
DebtDebt338 831 Debt222,113 242,413 
Total LiabilitiesTotal Liabilities596,222 642,132 Total Liabilities1,122,197 1,163,061 
Commitments and Contingencies (Note 4)00
Commitments and Contingencies (Note 6)Commitments and Contingencies (Note 6)
SHAREHOLDERS' EQUITY:SHAREHOLDERS' EQUITY: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, 202017,715 17,550 
Common Stock, Par Value $0.50 Per Share: Authorized: 112,500,000 Shares at March 31, 2023 and December 31, 2022; Shares Issued: 36,596,057 at March 31, 2023 and 36,100,011 at December 31, 2022Common Stock, Par Value $0.50 Per Share: Authorized: 112,500,000 Shares at March 31, 2023 and December 31, 2022; Shares Issued: 36,596,057 at March 31, 2023 and 36,100,011 at December 31, 202218,298 18,050 
Additional Paid-in CapitalAdditional Paid-in Capital712,597 708,668 Additional Paid-in Capital741,054 738,428 
Retained EarningsRetained Earnings34,732 1,881 Retained Earnings87,905 79,073 
Accumulated Other Comprehensive LossAccumulated Other Comprehensive Loss(670)(797)Accumulated Other Comprehensive Loss(2,062)(1,396)
764,374 727,302 845,195 834,155 
Less: Treasury Shares at CostLess: Treasury Shares at CostLess: Treasury Shares at Cost
1,260,778 Shares at March 31, 2021 and 894,660 at December 31, 2020(24,986)(15,977)
5,687,346 Shares at March 31, 2023 and 5,480,353 at December 31, 2022 5,687,346 Shares at March 31, 2023 and 5,480,353 at December 31, 2022(141,292)(138,753)
Total Shareholders’ EquityTotal Shareholders’ Equity739,388 711,325 Total Shareholders’ Equity703,903 695,402 
Total Liabilities & Shareholders’ EquityTotal Liabilities & Shareholders’ Equity$1,335,610 $1,353,457 Total Liabilities & Shareholders’ Equity$1,826,100 $1,858,463 
The accompanying notes are an integral part of the Condensed Consolidated and Combined Financial Statements.
3


THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EARNINGS
(Unaudited)
 
Three Months Ended
March 31,
20212020
(In Thousands, Except Per Share Data)
REVENUES:
Lease and Retail Revenues$444,087 $398,910 
Non-Retail Sales29,949 26,846 
Franchise Royalties and Other Revenue7,018 7,075 
481,054 432,831 
COSTS AND REVENUES:
Cost of Lease and Retail Revenues151,495 142,003 
Non-Retail Cost of Sales26,491 23,581 
177,986 165,584 
GROSS PROFIT303,068 267,247 
OPERATING EXPENSES
Personnel Costs124,863 115,746 
Other Operating Expenses, Net108,366 123,065 
Provision for Lease Merchandise Write-Offs13,417 23,960 
Restructuring Expenses, Net3,441 22,286 
Impairment of Goodwill446,893 
Separation Costs4,390 
254,477 731,950 
OPERATING PROFIT (LOSS)48,591 (464,703)
Interest Expense(344)(3,799)
Other Non-Operating Income (Expense), Net402 (1,759)
EARNINGS (LOSS) BEFORE INCOME TAXES48,649 (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)
Three Months Ended
March 31,
20232022
(In Thousands, Except Per Share Data)
REVENUES:
Lease Revenues and Fees$373,795 $409,318 
Retail Sales150,546 12,607 
Non-Retail Sales23,935 27,827 
Franchise Royalties and Other Revenues6,085 6,330 
554,361 456,082 
COSTS OF REVENUES:
Depreciation of Lease Merchandise and Other Lease Revenue Costs125,141 136,665 
Retail Cost of Sales113,529 9,114 
Non-Retail Cost of Sales19,997 25,356 
258,667 171,135 
GROSS PROFIT295,694 284,947 
OPERATING EXPENSES:
Personnel Costs131,445 121,110 
Other Operating Expenses, Net124,145 104,359 
Provision for Lease Merchandise Write-Offs20,160 21,957 
Restructuring Expenses, Net5,289 3,335 
Separation Costs129 540 
Acquisition-Related Costs1,848 3,464 
283,016 254,765 
OPERATING PROFIT12,678 30,182 
Interest Expense(4,358)(350)
Other Non-Operating Income (Expense), Net572 (927)
EARNINGS BEFORE INCOME TAXES8,892 28,905 
INCOME TAX (BENEFIT) EXPENSE(3,906)7,373 
NET EARNINGS$12,798 $21,532 
EARNINGS PER SHARE$0.42 $0.69 
EARNINGS PER SHARE ASSUMING DILUTION$0.41 $0.68 
The accompanying notes are an integral part of the Condensed Consolidated and Combined Financial Statements.
4


THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (LOSS)
(Unaudited)
 
Three Months Ended
March 31,
(In Thousands)20212020
Net Earnings (Loss)$36,323 $(323,774)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustment127 (1,754)
Total Other Comprehensive Income (Loss)127 (1,754)
Comprehensive Income (Loss)$36,450 $(325,528)
Three Months Ended
March 31,
(In Thousands)20232022
Net Earnings$12,798 $21,532 
Other Comprehensive (Loss) Income:
Unrealized (Loss) Gain on Derivative Instruments, net of Tax1
(990)154 
Foreign Currency Translation Adjustment, net of Tax1
324 238 
Total Other Comprehensive (Loss) Income(666)392 
Comprehensive Income$12,132 $21,924 
1 As of March 31, 2023, the Unrealized Loss on Derivative Instruments and the Foreign Currency Translation Adjustment are presented net of tax of $0.3 million and $0.3 million, respectively and the tax components of the prior year amounts are insignificant.

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

5


THE AARON’S COMPANY, INC.
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
Three Months Ended
March 31,
2021202020232022
(In Thousands)(In Thousands)
OPERATING ACTIVITIES:OPERATING ACTIVITIES:OPERATING ACTIVITIES:
Net Earnings (Loss)$36,323 $(323,774)
Adjustments to Reconcile Net Earnings (Loss) to Cash Provided by Operating Activities:
Net EarningsNet Earnings$12,798 $21,532 
Adjustments to Reconcile Net Earnings to Cash Provided by Operating Activities:Adjustments to Reconcile Net Earnings to Cash Provided by Operating Activities:
Depreciation of Lease MerchandiseDepreciation of Lease Merchandise139,212 133,489 Depreciation of Lease Merchandise123,291 134,713 
Other Depreciation and AmortizationOther Depreciation and Amortization17,067 17,332 Other Depreciation and Amortization22,570 18,149 
Provision for Lease Merchandise Write-OffsProvision for Lease Merchandise Write-Offs20,160 21,957 
Accounts Receivable ProvisionAccounts Receivable Provision3,763 8,807 Accounts Receivable Provision6,908 6,753 
Stock-Based CompensationStock-Based Compensation3,593 2,207 Stock-Based Compensation2,922 3,611 
Deferred Income TaxesDeferred Income Taxes8,741 (76,542)Deferred Income Taxes(5,985)6,241 
Impairment of AssetsImpairment of Assets2,272 466,030 Impairment of Assets914 1,585 
Non-Cash Lease ExpenseNon-Cash Lease Expense23,030 25,772 Non-Cash Lease Expense30,042 23,971 
Other Changes, NetOther Changes, Net(831)1,818 Other Changes, Net(900)(4,576)
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 Disposed50,444 55,784 
Changes in Operating Assets and Liabilities:Changes in Operating Assets and Liabilities:
Lease MerchandiseLease Merchandise(116,820)(153,711)
Merchandise InventoriesMerchandise Inventories9,801 — 
Accounts ReceivableAccounts Receivable2,265 1,542 Accounts Receivable1,016 (4,190)
Prepaid Expenses and Other AssetsPrepaid Expenses and Other Assets1,440 9,917 Prepaid Expenses and Other Assets1,346 (11,610)
Income Tax ReceivableIncome Tax Receivable270 (85,891)Income Tax Receivable1,907 876 
Operating Lease Right-of-Use Assets and LiabilitiesOperating Lease Right-of-Use Assets and Liabilities(37,776)(24,422)Operating Lease Right-of-Use Assets and Liabilities(30,350)(27,009)
Accounts Payable and Accrued ExpensesAccounts Payable and Accrued Expenses(21,563)(39,341)Accounts Payable and Accrued Expenses(18,470)846 
Customer Deposits and Advance PaymentsCustomer Deposits and Advance Payments(10,129)(4,683)Customer Deposits and Advance Payments(190)(10,086)
Cash Provided by Operating ActivitiesCash Provided by Operating Activities20,199 56,785 Cash Provided by Operating Activities60,960 29,052 
INVESTING ACTIVITIES:INVESTING ACTIVITIES:INVESTING ACTIVITIES:
Proceeds from Investments1,974 
Purchases of Property, Plant, and EquipmentPurchases of Property, Plant, and Equipment(27,032)(21,732)Purchases of Property, Plant, and Equipment(20,209)(25,103)
Proceeds from Dispositions of Property, Plant, and EquipmentProceeds from Dispositions of Property, Plant, and Equipment2,695 903 Proceeds from Dispositions of Property, Plant, and Equipment2,149 8,136 
Acquisition of Businesses and Customer Agreements, Net of Cash Disposed(1,062)(855)
Acquisition of Businesses and Customer Agreements, Net of Cash AcquiredAcquisition of Businesses and Customer Agreements, Net of Cash Acquired— (286)
Proceeds from Other Investing-Related ActivitiesProceeds from Other Investing-Related Activities— 190 
Cash Used in Investing ActivitiesCash Used in Investing Activities(23,425)(21,684)Cash Used in Investing Activities(18,060)(17,063)
FINANCING ACTIVITIES:FINANCING ACTIVITIES:FINANCING ACTIVITIES:
Borrowings on Revolving Facility, Net300,000 
Proceeds from Debt5,625 
Repayments on Debt(492)(392)
Repayments on Swing Line Loans, NetRepayments on Swing Line Loans, Net(19,250)— 
Proceeds from Revolver and Term LoanProceeds from Revolver and Term Loan31,094 — 
Repayments on Revolver and Term LoanRepayments on Revolver and Term Loan(32,187)(10,000)
Dividends PaidDividends Paid(3,430)Dividends Paid(3,442)(3,110)
Acquisition of Treasury StockAcquisition of Treasury Stock(5,727)Acquisition of Treasury Stock— (4,722)
Issuance of Stock Under Stock Option PlansIssuance of Stock Under Stock Option Plans543 Issuance of Stock Under Stock Option Plans— 52 
Shares Withheld for Tax PaymentsShares Withheld for Tax Payments(2,729)Shares Withheld for Tax Payments(2,539)(3,541)
Net Transfers From Former Parent90,502 
Debt Issuance Costs(1,020)
Cash (Used in) Provided by Financing Activities(11,835)394,715 
Cash Used in Financing ActivitiesCash Used in Financing Activities(26,324)(21,321)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTSEFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(117)EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(25)18 
(Decrease) Increase in Cash and Cash Equivalents(15,059)429,699 
Increase (Decrease) in Cash and Cash EquivalentsIncrease (Decrease) in Cash and Cash Equivalents16,551 (9,314)
Cash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at Beginning of Period76,123 48,773 Cash and Cash Equivalents at Beginning of Period27,716 22,832 
Cash and Cash Equivalents at End of PeriodCash and Cash Equivalents at End of Period$61,064 $478,472 Cash and Cash Equivalents at End of Period$44,267 $13,518 
The accompanying notes are an integral part of the Condensed Consolidated and Combined Financial Statements.
6


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. BASISBUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As described elsewhere in this Quarterly Report on Form 10-Q,Inflationary and other economic pressures, general macroeconomic conditions, rising interest rates, and the novel coronavirus ("COVID-19") pandemic hashave 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.disruption. For a discussion of operational measures taken, as well as trends and uncertainties that we believe have affected or are expected to affect our business as a result of the COVID-19 pandemic,these items, see Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations", including the "Recent Developments,"COVID-19 Pandemic," "Results"Highlights," "Consolidated Results of Operations" and "Liquidity and Capital Resources", below, and Part I, Item 1A "Risk Factors" of our CurrentAnnual Report on Form 10-K, filed with the U.S.United States Securities and Exchange Commission on March 1, 2023 (the "SEC") on February 23, 2021 (the "2020"2022 Annual Report").
Description of Spin-off TransactionBusiness
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. (the "Company") is a leading, technology-enabled, omni-channel provider of lease-to-own ("Aaron's"LTO") and retail purchase solutions of furniture, electronics, appliances, and other home goods across its brands: Aaron's, BrandsMart U.S.A., "The Aaron's Company" or "the Company"), a Georgia corporation, to the PROG Holdings shareholders of record as of November 27, 2020. Upon the separationBrandsMart Leasing, 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 ExchangeWoodhaven Furniture Industries ("NYSE"Woodhaven").
Unless the context otherwise requires or we specifically indicate otherwise, references to "we," "us," "our," "our Company," and "the Company"the "Company," refer to The Aaron's Company, Inc., which holds, directly or indirectly, the Pre-Spin Aaron’s Business prior to(as described in the separation2022 Annual Report) 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 obligationsall other subsidiaries 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, which are wholly owned, as well as other lines of expensesbusiness described above.
As of March 31, 2023, the Company's operating and reportable segments are the Aaron's Business relatedand 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 certain PROG Holdings' corporate functions prioralign 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 separationAaron's Business and distribution date.
We describe in these footnotes the business held by us after the separation as if it were a standalone businessBrandsMart, along with an Unallocated Corporate category for remaining unallocated costs. The Company has retroactively adjusted, for all historical periods described. However, we were notpresented, its segment disclosures to align with the current composition of reportable segments.
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 standalone separate entity with independently conducted operations before100% 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 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 segmentterms of the population. Through our portfolioagreement 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 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, includingenhancing people’s lives by providing easy access to high quality furniture, appliances, electronics, computers 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 varietywider selection of products to millions of Aaron's customers, as well as generating procurement savings and 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.cost synergies.
7


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
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 1,261 stores and its aarons.com e-commerce platform, Aaron's, together with its franchisees, provide consumers with LTO and retail purchase solutions for the products they need and want, with a focus on providing its customers with unparalleled customer service, high approval rates, lease plan flexibility, and an attractive value proposition, including competitive monthly payments and total cost of ownership, as compared to other LTO providers.
Woodhaven manufactures and supplies a significant portion of the upholstered furniture leased and sold in Company-operated and franchised Aaron's stores.
Launched in 2022, BrandsMart Leasing offers LTO purchase solutions to customers of BrandsMart U.S.A.
BrandsMart Segment
Founded in 1977, BrandsMart U.S.A. is one of the leading appliance and consumer electronics retailers in the southeast United States and one of the largest appliance retailers in the country with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The operations of BrandsMart U.S.A. (other than BrandsMart Leasing) comprise the BrandsMart segment.
The following table presents store count by ownership type:
Stores as of March 31 (Unaudited)Stores as of March 31 (Unaudited)20212020Stores as of March 31 (Unaudited)20232022
Company-operated Stores1,089 1,129 
Franchised Stores247 318 
Company-operated Aaron's Stores1
Company-operated Aaron's Stores1
1,030 1,070 
GenNext (included in Company-Operated)GenNext (included in Company-Operated)222 135 
Franchisee-operated Aaron's StoresFranchisee-operated Aaron's Stores231 236 
BrandsMart U.S.A. Stores2
BrandsMart U.S.A. Stores2
10 — 
Systemwide StoresSystemwide Stores1,336 1,447 Systemwide Stores1,271 1,306 
Company-operated Aaron's Store Types as of March 31, 2023 (Unaudited)GenNextLegacyTotal
Store196 750 946 
Hub25 17 42 
Showroom41 42 
Total222 808 1,030 
1 The typical layout for a Company-operated Aaron's store is a combination of showroom, customer service and warehouse space, averaging approximately 11,000 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 for periods prior toas of 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, 20212023 and comparable prior year period 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 as a standalone company.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")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, theThe extent to which inflationary and other economic pressures and any ongoing effects of 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. These 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 such future developments and may change significantly in the future due to unforeseen direct and indirect impacts of the COVID-19 pandemic.future.
8


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 20202022 Annual Report. The results of operations for the three months ended March 31, 20212023 are not necessarily indicative of operating results that may be achieved for any other interim period or for the full year.
Reclassifications
The following reclassifications have been made to the prior periods to conform to the current period presentation.
For all previously reported periods prior to April 1, 2022, the Company presented all revenues derived from lease agreements and the related fees, as well as the retail sale of both new and returned lease merchandise from our Company-operated Aaron's stores and fees from our Aaron's Club program within one line in the condensed consolidated statements of earnings, presented as lease and retail revenues. Effective April 1, 2022, the Company revised its presentation to separately present revenues derived from lease agreements at our Company-operated Aaron's stores and e-commerce platform and fees from our Aaron's Club program as lease revenues and fees in the condensed consolidated statements of earnings, with the sale of both new and returned lease merchandise from our Company-operated Aaron's stores being classified as retail sales. This revised presentation does not have an impact on total revenues presented in prior periods.
Similarly, for all previously reported periods prior to April 1, 2022, the Company presented the depreciation expense associated with lease merchandise as well as the depreciated costs of merchandise sold within one line in the condensed consolidated statements of earnings, presented as the cost of lease and retail revenues. Effective April 1, 2022, the Company revised its presentation to separately present the depreciation expense associated with lease merchandise in the condensed consolidated statements of earnings, with the costs associated with merchandise sold through our Company-operated Aaron's stores presented as retail cost of sales. This revised presentation does not have an impact on total costs of revenues presented in prior periods.
Accounting Policies and Estimates
See Note 1 to the consolidated and combined financial statements in the 20202022 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.
8


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,
Three Months Ended
March 31,
(Shares In Thousands)(Shares In Thousands)20212020(Shares In Thousands)20232022
Weighted Average Shares OutstandingWeighted Average Shares Outstanding34,262 33,842 Weighted Average Shares Outstanding30,793 31,062 
Dilutive Effect of Share-Based AwardsDilutive Effect of Share-Based Awards657 Dilutive Effect of Share-Based Awards446 698 
Weighted Average Shares Outstanding Assuming DilutionWeighted Average Shares Outstanding Assuming Dilution34,919 33,842 Weighted Average Shares Outstanding Assuming Dilution31,239 31,760 
Approximately 70,6001.2 million and 0.5 million weighted-average share-basedshare based awards were excluded from the computation of earnings per share assuming dilution during the three months ended March 31, 2021,2023 and March 31, 2022, respectively, as the awards would have been anti-dilutive for the periods presented.
9


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Revenue Recognition
The Company provides lease and retail merchandise, consisting of furniture, appliances, electronics, outdoor productsfurniture, and a variety of other products and accessorieshome goods to its customers for lease under certain terms agreed to by the customer. Ourcustomer and through retail sales. The Company's Aaron's stores, andaaron's.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 CompanyAaron's Business segment also earns revenue from the sale of merchandise to customers and itsAaron's franchisees, and earns ongoing revenue from itsAaron'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 35 to these condensed consolidated and combined financial statements for further information regarding the Company's revenue recognition policies and disclosures.
Advertising
The Company expenses advertising costs as incurred. Advertising production costs are initially recognized as a prepaid advertising asset and are expensed when an advertisement appears for the first time. Total advertising costs were $13.0 million and $10.7 million during the three months ended March 31, 2023 and 2022, respectively, and are classified within other operating expenses, net in the condensed consolidated statements of earnings. These advertising costs are presented net of cooperative advertising considerations received from vendors, which represents reimbursement of specific, identifiable and incremental costs incurred in selling those vendors’ products. The amount of cooperative advertising consideration recorded as a reduction of such advertising costs was $7.5 million and $7.0 million during the three months ended March 31, 2023 and 2022, respectively. The prepaid advertising asset was $4.8 million and $4.6 million at March 31, 2023 and December 31, 2022, respectively, and is reported within prepaid expenses and other assets on the condensed consolidated balance sheets.
Accounts Receivable
Accounts receivable consist 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)third-party warranty providers), and franchisee obligations.
Accounts receivable, net of allowances, consist of the following: 
(In Thousands)(In Thousands)March 31, 2021December 31, 2020(In Thousands)March 31, 2023December 31, 2022
CustomersCustomers$5,118 $8,399 Customers$6,370 $9,721 
CorporateCorporate11,922 12,771 Corporate16,377 20,597 
FranchiseeFranchisee10,858 12,820 Franchisee7,539 7,873 
$27,898 $33,990 $30,286 $38,191 
The Company maintains an accounts receivable allowance for the Aaron's Business customer lease agreements, under which the Company'sits 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 retail revenuesfees 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.trends. The Company writes off customer lease receivables, excluding customer lease receivables for its BrandsMart Leasing operations, that are 60 days or more past due on pre-determined dates twice monthly. The Company writes off customer lease receivables for its BrandsMart Leasing operations that are 90 days or more past due on pre-determined dates twice monthly.
910


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 generalrecord an allowance based on historical losses as well as the Company's assessment of the financial health of all other franchisees.for these estimated losses. The estimated allowance on franchisee accounts receivable includes consideration of broad macroeconomic trends, such as the uncertainty surrounding impactsfinancial position of each franchisee and qualitative consideration of potential losses associated with uncertainties impacting the COVID-19 pandemic on the franchisees'franchisee's ability to satisfy their obligations. Uncertainties include inflationary and other economic pressures in the current macroeconomic environment and the normalization of business trends associated with the COVID-19 pandemic. 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 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 allowance related to remaining corporate receivables is not significant at March 31, 2023.
The following table shows the components of the accounts receivable allowance:
Three Months Ended
March 31,
(In Thousands)(In Thousands)March 31, 2021March 31, 2020(In Thousands)20232022
Beginning BalanceBeginning Balance$7,613 $10,720 Beginning Balance$8,895 $7,163 
Accounts Written Off, net of RecoveriesAccounts Written Off, net of Recoveries(7,456)(10,993)Accounts Written Off, net of Recoveries(9,895)(8,665)
Accounts Receivable ProvisionAccounts Receivable Provision3,763 8,807 Accounts Receivable Provision6,908 6,753 
Ending BalanceEnding Balance$3,920 $8,534 Ending Balance$5,908 $5,251 
The following table shows the components of the accounts receivable provision, which includes amounts recognized for bad debt expense and the provision for returns and uncollected payments:
Three Months Ended March 31,Three Months Ended
March 31,
(In Thousands)(In Thousands)20212020(In Thousands)20232022
Bad Debt (Reversal) Expense$(700)$911 
Bad Debt Expense (Reversal)Bad Debt Expense (Reversal)$26 $(175)
Provision for Returns and Uncollectible Renewal PaymentsProvision for Returns and Uncollectible Renewal Payments4,463 7,896 Provision for Returns and Uncollectible Renewal Payments6,882 6,928 
Accounts Receivable ProvisionAccounts Receivable Provision$3,763 $8,807 Accounts Receivable Provision$6,908 $6,753 
Lease Merchandise
The Company’s lease merchandise is recorded at the lower of depreciated cost, including overhead costs from our distribution centers, or net realizable value. The cost of merchandise manufactured by our Woodhaven operations is recorded at cost and includes overhead from production facilities, shipping costs and warehousing costs. The Company begins depreciating lease merchandise at the earlier of 12 months and one day from its purchase of the merchandise or when the itemmerchandise is leased to customers. Lease merchandise fully 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)(In Thousands)March 31, 2021December 31, 2020(In Thousands)March 31, 2023December 31, 2022
Merchandise on Lease, net of Accumulated Depreciation and AllowancesMerchandise on Lease, net of Accumulated Depreciation and Allowances$471,249 $473,964 Merchandise on Lease, net of Accumulated Depreciation and Allowances$424,301 $446,923 
Merchandise Not on Lease, net of Accumulated Depreciation and Allowances1
Merchandise Not on Lease, net of Accumulated Depreciation and Allowances1
234,287 223,271 
Merchandise Not on Lease, net of Accumulated Depreciation and Allowances1
242,171 246,872 
Lease Merchandise, net of Accumulated Depreciation and AllowancesLease Merchandise, net of Accumulated Depreciation and Allowances$705,536 $697,235 Lease Merchandise, net of Accumulated Depreciation and Allowances$666,472 $693,795 
1Includes Woodhaven raw materials, finished goods and work-in-process inventory that has been classified within lease merchandise in the condensed consolidated balance sheets of $12.1$10.6 million and $10.4$12.9 million as of March 31, 20212023 and December 31, 2020,2022, respectively.
11


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company'sAaron'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. In addition to monthlyMonthly cycle counting full physicalprocedures are performed at both the Aaron's distribution centers and Woodhaven manufacturing facilities. Physical inventories are generallyalso taken at the fulfillment and manufacturing facilities annually and appropriate provisions are made for missing, damaged and unsalable merchandise. In addition, theannually. The Company also monitors merchandise levels and mix by division, store, and fulfillmentdistribution 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.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
10


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 seasonality and the impacts of uncertainty surrounding inflationary and other economic pressures in the current macroeconomic environment and forecastedthe normalization of business trends including, but not limited to, uncertainties related to the impacts ofassociated with 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,customers. 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, excluding lease agreements for its BrandsMart Leasing operations, that are 60 days or more past due on pre-determined dates twice monthly. The Company writes off lease merchandise on lease agreements for its BrandsMart Leasing operations that are 90 days or more past due on pre-determined dates twice monthly.
The following table shows the components of the allowance for lease merchandise write-offs:
Three Months Ended March 31,Three Months Ended
March 31,
(In Thousands)(In Thousands)20212020(In Thousands)20232022
Beginning BalanceBeginning Balance$11,599 $13,823 Beginning Balance$13,894 $12,339 
Merchandise Written off, net of RecoveriesMerchandise Written off, net of Recoveries(14,849)(21,767)Merchandise Written off, net of Recoveries(20,674)(22,183)
Provision for Write-offsProvision for Write-offs13,417 23,960 Provision for Write-offs20,160 21,957 
Ending BalanceEnding Balance$10,167 $16,016 Ending Balance$13,380 $12,113 
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)March 31, 2023December 31, 2022
Merchandise Inventories, gross$87,241 $96,945 
Reserve for Merchandise Inventories(905)(981)
Merchandise Inventories, net$86,336 $95,964 
12


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table shows the components of the reserve for merchandise inventories:
Three Months Ended
(In Thousands)March 31, 2023
Beginning Balance$981 
Merchandise Written off— 
Provision for Write-offs(76)
Ending Balance$905 
Retail and Non-Retail Cost of Sales
Included in retail cost of sales, as well as non-retail cost of sales, is the net book value of merchandise sold via retail and non-retail sales, primarily using specific identification.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of the following:
(In Thousands)(In Thousands)March 31, 2021December 31, 2020(In Thousands)March 31, 2023December 31, 2022
Prepaid ExpensesPrepaid Expenses$26,667 $25,882 Prepaid Expenses$20,357 $20,218 
Insurance Related AssetsInsurance Related Assets25,317 27,960 Insurance Related Assets21,848 25,103 
Company-Owned Life InsuranceCompany-Owned Life Insurance14,632 16,223 Company-Owned Life Insurance13,999 13,443 
Assets Held for SaleAssets Held for Sale8,925 8,956 Assets Held for Sale896 1,857 
Deferred Tax Asset7,014 7,014 
Other Assets3,845 3,860 
Deferred Tax AssetsDeferred Tax Assets23,433 16,277 
Other Assets1
Other Assets1
20,485 19,538 
$86,400 $89,895 $101,018 $96,436 
Assets Held for Sale
Certain properties, consisting of parcels of land and commercial buildings, met the held for sale classification criteria1 Amounts as of March 31, 20212023 and December 31, 2020. Assets2022 included restricted cash of $1.6 million held as collateral for sale are recorded at the lower of their carrying value or fair value less estimated cost to sellBrandsMart U.S.A.'s workers' compensation 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 forgeneral liability insurance policies.
Sale-Leaseback Transactions
During the three months ended March 31, 20212022, the Company entered into a sale and leaseback transaction related to three Company-owned Aaron's store properties. The Company received net proceeds of $5.7 million, which were presented within proceeds from dispositions of property, plant and equipment in the condensed consolidated statements of cash flows and recorded a gain of $3.8 million related to the sale and leaseback transaction, which was classified within other operating expenses, net in the condensed consolidated statements of earnings and was presented within other charges, net in the condensed consolidated statements of cash flows.
Interest Rate Swap
In March 2023, the Company entered into an 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, 2020.
Management estimated2027. The purpose of this hedge is to limit the fair valuesCompany's exposure of real estate properties usingits variable interest rate debt by effectively converting it to fixed interest rate debt. Under the market values for similar properties. These properties are considered Level 2 assets as defined below. The carrying amountterms of the properties heldagreement, 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 salethe interest rate swap as a derivative instrument in accordance with ASC 815, Derivatives and Hedging ("ASC 815"), and the interest rate swap was designated as a cash flow hedge at inception. As of March 31, 2023, the facts and circumstances of the hedged relationship remain consistent with the initial effectiveness assessment in that the hedged instrument remains an effective accounting hedge. The fair value of the hedge as of March 31, 20212023 was a liability of $1.3 million, which has been recorded within accounts payable and December 31, 2020 is $8.9 millionaccrued expenses and $9.0 million, respectively.as a component of accumulated other comprehensive loss in the Company's condensed consolidated balance sheets. 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. The amounts from accumulated other comprehensive loss will begin to impact earnings once the swap becomes effective in the second quarter of 2023.
13


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
(In Thousands)March 31, 2021December 31, 2020
Accounts Payable$32,825 $84,566 
Estimated Claims Liability Costs50,983 49,272 
Accrued Salaries and Benefits70,711 53,396 
Accrued Real Estate and Sales Taxes23,732 23,025 
Other Accrued Expenses and Liabilities30,887 20,589 
$209,138 $230,848 
11


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
(In Thousands)March 31, 2023December 31, 2022
Accounts Payable$96,096 $106,966 
Estimated Claims Liability Costs59,201 58,549 
Accrued Salaries and Benefits27,470 33,932 
Accrued Real Estate and Sales Taxes21,379 24,030 
Other Accrued Expenses and Liabilities38,253 40,566 
$242,399 $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 employees.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.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 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, $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.
14


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In Thousands)Aaron's BusinessBrandsMartBrandsMart LeasingTotal
Balance at December 31, 2022$— $28,193 $26,517 $54,710 
Acquisitions— — — — 
Currency Translation Adjustments— — — — 
Acquisition Accounting Adjustments— 1,040 — 1,040 
Impairment Loss— — — — 
Balance at March 31, 2023$— $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 one or moreits reporting unitsunit exceeds the reporting units'unit's 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 induring the first quarter of 2021three months ended March 31, 2023 that would more likely than not reduce the fair value of its reporting unitunits below itstheir 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 $1.8 million and $3.5 million were incurred during the three months ended March 31, 2023 and 2022, respectively, and 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 Policy until December 2023. The agreements include initial terms of ten years, with options to renew each location for up to 20 years thereafter. The Company recorded these leases within operating lease right-of-use assets and operating lease liabilities in the Company's condensed consolidated balance sheets. The six operating leases have aggregate annual rental payments of approximately $10.0 million and are considered to be above market. The value of the off-market element of the lease agreements was included as a component of the consideration transferred to the sellers of BrandsMart U.S.A. and was recognized as a reduction to the operating lease right-of-use-asset. The total amounts paid to the sellers of BrandsMart U.S.A. during the three months ended March 31, 2023 related to real estate activities, including rental payments, maintenance and taxes, were approximately $3.2 million.
12
15


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
Segment Reporting
Management concluded that the Company has 1 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.
13


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, 20212023 and 20202022 are as follows:
 Treasury StockCommon StockInvested CapitalAdditional
Paid-in Capital
Retained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
(In Thousands, Except Per Share)SharesAmount
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)$739,388 
 Treasury StockCommon StockAdditional
Paid-in Capital
Retained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
(In Thousands, Except Per Share)SharesAmountSharesAmount
Balance, December 31, 2022(5,480)$(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 

 Treasury StockCommon StockInvested CapitalAdditional
Paid-in Capital
Retained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
(In Thousands, Except Per Share)SharesAmount
Balance, December 31, 2019$$$837,800 $$$(19)$837,781 
Stock-Based Compensation— — — 2,725 — — 2,725 
Net increase in Invested Capital— — — 90,211 — — — 90,211 
Net Loss— — — (323,774)— — (323,774)
Foreign Currency Translation Adjustment— — — — — (1,754)(1,754)
Balance, March 31, 2020$$$606,962 $$$(1,773)$605,189 
 Treasury StockCommon StockAdditional
Paid-in Capital
Retained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
(In Thousands, Except Per Share)SharesAmountSharesAmount
Balance, December 31, 2021(4,580)$(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 
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.
1416


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
The fair values 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 March 31, 2023 and December 31, 2022 were subject to a variable interest rate. Therefore, the fair value of these borrowings also approximates its carrying value. These assets and liabilities 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 Company measures a liability related to its non-qualified deferred compensation plan, which represents benefits accrued for participants that are part of the plan and is valued at the quoted market prices of the participants' investment election, at fair value on a recurring basis.
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.
In March 2023, the Company entered into an interest rate swap agreement. The interest rate swap agreement is measured within Level 2 of the fair value hierarchy, and the fair value 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.
Recent Accounting Pronouncements
There were no new accounting standards that had a material impact on the Company’s condensed consolidated financial statements during the three months ended March 31, 2023, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of March 31, 2023 that the Company expects to have a material impact on its condensed consolidated financial statements.
NOTE 2. ACQUISITIONS
BrandsMart U.S.A. Acquisition
On April 1, 2022, the Company completed the previously announced acquisition of all of the issued and outstanding shares of capital stock of BrandsMart U.S.A. Founded in 1977, BrandsMart U.S.A. is one of the leading appliance and consumer electronics retailers in the southeastern United States and one of the largest appliance retailers in the country, with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The Company measures assets heldpaid total consideration of approximately $230 million in cash under the terms of the agreement and additional amounts for sale at fairworking capital adjustments and transaction related fees. Consideration transferred also included the off-market value associated with certain operating leases entered into in conjunction with the transaction, which is further described in the table below.
Management believes that the BrandsMart U.S.A. acquisition will strengthen the Company's ability to deliver on its mission of enhancing people’s lives by providing easy access to high quality furniture, appliances, electronics, and other home goods through affordable lease-to-own and retail purchase options. Management also believes that value creation opportunities include leveraging the Company's lease-to-own expertise to provide BrandsMart U.S.A.'s customers enhanced payment options and offering a nonrecurring basiswider selection of products to millions of Aaron's customers, as well as generating procurement savings and records impairment charges when they are deemed to be impaired.other cost synergies.
The BrandsMart U.S.A. acquisition has been accounted for as a business combination, and the BrandsMart results of operations are included in the Company's results of operations from the April 1, 2022 acquisition date. BrandsMart contributed revenues of $144.2 million during the three months ended March 31, 2023.
17


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Acquisition Accounting
The consideration transferred and the estimated fair values of the Company's other current financial assets acquired and liabilities including cash and cash equivalents, accounts receivable and accounts payable, approximate their carrying values due to their short-term nature. The Company also measures certain non-financial assets at fair value on a nonrecurring basis, suchassumed in the BrandsMart U.S.A. acquisition as goodwill, intangible assets, operating lease right-of-use assets, and property, plant, and equipment, in connection with periodic evaluations for potential impairment.
Recent Accounting Pronouncements
Adopted
Income Taxes. In December 2019, the Financial Accounting Standards Board (the "FASB") issued ASU 2019-12, Simplifying the Accounting for Income Taxes. This guidance simplifies the accounting for income taxes by removing certain exceptions to general principles in Income Taxes (ASC 740). It also simplifies certain aspects of accounting for franchise taxes and clarifies and amends existing guidance to improve consistent application and reduce complexity. There was no material impact on the consolidated financial statements of the Company upon adoption ofApril 1, 2022 acquisition date as well as measurement period adjustments recorded since the standard duringfiscal quarter ended June 30, 2022, are as follows:
(In Thousands)
Preliminary Amounts Recognized as of Acquisition Date1
2023 Measurement Period Adjustments2
Amounts Recognized as of Acquisition Date
(As Adjusted)
Cash Consideration to BrandsMart U.S.A.$230,000 $— $230,000 
Acquired Cash15,952 — 15,952 
Estimated Excess Working Capital, net of Cash35,599 — 35,599 
Non-Cash Off-Market Lease Agreement3
6,823 — 6,823 
Aggregate Consideration Transferred288,374 — 288,374 
Total Purchase Consideration, Net of Cash Acquired272,422 — 272,422 
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed
Accounts Receivable4,310 — 4,310 
Merchandise Inventories124,064 173 124,237 
Property, Plant and Equipment22,053 (1,361)20,692 
Operating Lease Right-of-Use Assets160,210 — 160,210 
Other Intangibles4
122,950 — 122,950 
Prepaid Expenses and Other Assets5
9,049 (80)8,969 
Total Identifiable Assets Acquired442,636 (1,268)441,368 
Accounts Payable and Accrued Expenses25,340 (2,050)23,290 
Customer Deposits and Advance Payments25,332 1,822 27,154 
Operating Lease Liabilities158,712 — 158,712 
Debt15,540 — 15,540 
Total Liabilities Assumed224,924 (228)224,696 
Net Assets Acquired217,712 (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 first quarter of 2021.
Pending Adoption
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The standard provides temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of the London Interbank Overnight ("LIBO") rate, which is currently expected to occur on December 31, 2021. The Company's $250.0 million senior unsecured revolving credit facility (the "Revolving Facility"), as further described in Note 8notes 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 2020 Annual Report, currently referencestable above.
3 Effective as of the LIBO rateacquisition date, the Company entered into lease agreements for determining interest payable on outstanding borrowings.six store locations retained by the sellers of BrandsMart U.S.A. The amendmentsagreement 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 ASU 2020-04consideration transferred and as a reduction to the operating lease right-of-use-asset.
4 Identifiable intangible assets are electivefurther 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 applygeneral liability insurance policies.
18


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6 The purchase price exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, all of which is expected to all entities that have contracts referencingbe deductible for tax purposes. Goodwill is comprised of synergies created from the LIBO rate. The new guidance provides an expedient which simplifies accounting analyses under current GAAP for contract modifications ifexpected future benefits to the change is directlyCompany, including those related to a change from the LIBO rate to aexpansion of BrandsMart stores into new interest rate index. The Company will adoptmarkets, expanded product assortment, procurement synergies, the standard inprojected growth of the first quarter of 2022,BrandsMart Leasing business, and is continuing to evaluate the provisions of ASU 2020–04 and the impacts of transitioning to an alternative rate; however, wecertain other intangible assets that do not expect itqualify for separate recognition, such as an assembled workforce. See Note 1 to have a material impact to the Company'sthese condensed consolidated financial statements or to any key terms of our Revolving Facility other than the discontinuationfor further discussion of the LIBO rate.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.
The estimated values of 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 Agreements250 3.0
Customer List14,700 4.0
Total Acquired Intangible Assets$122,950 
During the three months ended March 31, 2023, the Company incurred $1.8 million of transaction costs 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 March 31, 2022
(In Thousands)As ReportedPro Forma Combined Results
Revenues$456,082 $641,227 
Earnings Before Income Taxes28,905 31,487 
Net Earnings21,532 23,489 
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 months ended March 31, 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.
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 months ended March 31, 2022.
1519


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2.3. FAIR VALUE MEASUREMENT
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes financial liabilities measured at fair value on a recurring basis:
(In Thousands)(In Thousands)March 31, 2021December 31, 2020(In Thousands)March 31, 2023December 31, 2022
Level 1Level 2Level 3Level 1Level 2Level 3 Level 1Level 2Level 3Level 1Level 2Level 3
Deferred Compensation LiabilityDeferred Compensation Liability$$(10,349)$$$(10,450)$Deferred Compensation Liability$— $(9,187)$— $— $(8,621)$— 
Interest Rate Swap LiabilityInterest Rate Swap Liability$— $(1,278)$— $— $— $— 
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 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 CME Term 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 derivative instrument in accordance with ASC 815, and the interest rate swap was designated as a cash flow hedge at inception. As of March 31, 2023, the facts and circumstances of the hedged relationship remain consistent with the initial effectiveness assessment in that the hedged instrument remains an effective accounting hedge. 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)(In Thousands)March 31, 2021December 31, 2020(In Thousands)March 31, 2023December 31, 2022
Level 1Level 2Level 3Level 1Level 2Level 3Level 1Level 2Level 3Level 1Level 2Level 3
Assets Held for SaleAssets Held for Sale$$8,925 $$$8,956 $Assets Held for Sale$— $896 $— $— $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 5)7 to these condensed consolidated financial statements) in the condensed consolidated and combined statements of earnings. The highest and best use of the primary components of assets held for sale isare as real estate land parcels for development or real estate properties for use or lease; however, the Company has chosen not to develop or use these properties, and plans to sell the properties to third parties as quickly as practicable.
On April 1, 2022, the Company completed the previously announced acquisition of all of the issued and outstanding shares of capital stock of BrandsMart U.S.A. For the fair value measurements performed related to the net assets acquired, including acquired intangible assets, the Company utilized multiple Level 3 inputs and assumptions, such as estimates about costs of capital, future projected performance and cash flows. See Note 2 to these condensed consolidated financial statements for further details regarding the acquired assets.
20


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. INDEBTEDNESS
The following is a summary of the Company's debt, net of unamortized debt issuance costs as applicable:
(In Thousands)March 31, 2023December 31, 2022
Revolving Facility$50,000 $69,250 
Term Loan, Due in Installments through April 20271
172,113 173,163 
Total Debt222,113 242,413 
Less: Current Maturities4,375 23,450 
Long-Term Debt$217,738 $218,963 
1 Includes unamortized debt issuance costs of $0.7 million and $0.7 million as of March 31, 2023 and December 31, 2022. The Company has included $2.7 million and $2.9 million of debt issuance costs as of March 31, 2023 and December 31, 2022, respectively, related to the new and previous revolving credit facility, within prepaid expenses and other assets in the condensed consolidated balance sheets.
Revolving Credit Facility and Term Loan
To finance the BrandsMart U.S.A. acquisition, on April 1, 2022 the Company entered into a new unsecured credit facility (the "Credit Facility") which replaced its previous $250 million unsecured credit facility dated as of November 9, 2020 (as amended, the "Previous Credit Facility"). The Previous Credit Facility is further described in Note 8 to the consolidated and combined financial statements of the 2022 Annual Report. The Credit Facility provides for a $175 million term loan (the "Term Loan") and a $375 million revolving credit facility (the "Revolving Facility"), which includes (i) a $35 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $35 million sublimit for swing line loans on customary terms. The Company pays a commitment fee on unused balances related to the revolving facility, which ranges from 0.20% to 0.30% as determined by the Company's ratio of total net debt to EBITDA (as defined by the agreement).
On April 1, 2022, the Company borrowed $175 million under the Term Loan and $117 million under the Revolving Facility to finance the purchase price for the BrandsMart U.S.A. acquisition and other customary acquisition and financing-related closing costs and adjustments. The Company expects that future additional borrowings under the Revolving Facility will be used to provide for working capital and capital expenditures, to finance future permitted acquisitions and for other general corporate purposes. As of March 31, 2023, $172.8 million and $50.0 million remained outstanding under the Term Loan and Revolving Facility, respectively, compared to $173.9 million and $69.3 million outstanding at December 31, 2022.
Borrowings under the Revolving Facility and the Term Loan bear interest at a rate per annum equal to, at the option of the Company, (i) the forward-looking term rate based on SOFR plus an applicable margin ranging between 1.50% and 2.25%, based on the Company's Total Net Debt to EBITDA Ratio, or (ii) the base rate (as defined in the Credit Facility) plus an applicable margin, which is 1.00% lower than the applicable margin for SOFR loans.
The loans and commitments under the Revolving Facility mature or terminate on April 1, 2027. The Term Loan amortizes in quarterly installments, commencing on December 31, 2022, in an aggregate annual amount equal to (i) 2.50% of the original principal amount of the Term Loan during the first and second years after the closing date, (ii) 5.00% of the original principal amount of the Term Loan during the third, fourth and fifth years after the closing date, with the remaining principal balance of the Term Loan to be due and payable in full on April 1, 2027.
Franchise Loan Facility Amendment
On April 1, 2022, the Company also entered into a new $12.5 million unsecured franchise loan facility (the "Franchise Loan Facility"), which replaced its previous $15.0 million amended and restated unsecured franchise loan facility dated as of November 10, 2021. The Franchise Loan Facility operates as a guarantee by the Company of certain debt obligations of certain Aaron's franchisees (the "Borrower") under a franchise loan program.
21


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In the event these franchisees are unable to meet their debt service payments or otherwise experience an event of default, the Company would be unconditionally liable for the outstanding balance of the franchisees’ debt obligations under the Franchise Loan Facility, which would be due in full within 90 days of such event of default. Borrowings under the Franchise Loan Facility bear interest at a rate per annum equal to SOFR plus an applicable margin ranging between 1.50% and 2.25%, based on the Company's Total Net Debt to EBITDA Ratio (as defined in the Franchise Loan Facility). The Franchise Loan Facility is available for a period of 364 days commencing on April 1, 2022, and permits the Borrower to request extensions for additional 364-day periods. On February 10, 2023, the Company amended its Franchise Loan Facility to extend the maturity date from March 31, 2023 to March 30, 2024. Subsequently on February 23, 2023, the Company amended its Franchise Loan Facility to reduce the total commitment amount from $12.5 million to $10.0 million.
Financial Covenants
The Credit Facility and the Franchise Loan Facility contain customary financial covenants including (a) a maximum Total Net Debt to EBITDA Ratio of 2.75 to 1.00 and (b) a minimum Fixed Charge Coverage Ratio of 1.75 to 1.00.
If the Company fails to comply with these covenants, the Company will be in default under these agreements, and all borrowings outstanding could become due immediately. Under the Credit Facility and Franchise Loan Facility, the Company may pay cash dividends in any year so long as, after giving pro forma effect to the dividend payment, the Company maintains compliance with its financial covenants and no event of default has occurred or would result from the payment. The Company is in compliance with all of these covenants at March 31, 2023.
NOTE 3:5. REVENUE RECOGNITION
The following table disaggregates revenue by source:
Three Months Ended March 31,Three Months Ended March 31,
(In Thousands)(In Thousands)20212020(In Thousands)20232022
Lease Revenues and FeesLease Revenues and Fees$427,641 $389,379 Lease Revenues and Fees$373,795 $409,318 
Retail SalesRetail Sales16,446 9,531 Retail Sales150,546 12,607 
Non-Retail SalesNon-Retail Sales29,949 26,846 Non-Retail Sales23,935 27,827 
Franchise Royalties and FeesFranchise Royalties and Fees6,710 6,723 Franchise Royalties and Fees5,898 6,118 
OtherOther308 352 Other187 212 
Total1
Total1
$481,054 $432,831 
Total1
$554,361 $456,082 
1 Includes revenues from Canadian operations of $5.9$4.4 million and $5.3$4.9 million during the three months ended March 31, 20212023 and 2020,2022, respectively, which are primarily lease revenues and fees.
16


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
Lease Revenues and Fees
The CompanyAaron's Business segment, which includes BrandsMart Leasing, provides lease merchandise, consisting primarily of furniture, home appliances, electronics, computers, and accessoriesother home goods to itstheir customers for lease under certain terms agreed to by the customer. The Company’s stores and its e-commerce platform offerAaron's Business segment offers leases with flexible ownership plans that can be generally renewed weekly, bi-weekly, semi-monthly, or monthly up to 12, 18 or 24 months. The Companymonths and does not require deposits upon inception of customer agreements. The customer has the right to acquire ownership either through an early purchase option or through payment of all required lease payments through the end of the ownership plan. Our store-based operationsAaron's also offeroffers customers the option to obtain a membership in the Aaron’s Club Program.program. The benefits to customers of the Aaron's Club Programprogram are separated into three general categories: (a) productlease protection benefits; (b) health & wellness discounts; and (c) dining, shopping and consumer savings. Lease agreements andoffered by the Aaron's Business segment including the Aaron's Club Programprogram memberships and BrandsMart Leasing, are cancelablecancellable at any time by either party without penalty, and as such, we consider these offerings are renewable period to be to be month-to-monthperiod arrangements.
Lease revenues related to the leasing of merchandise net of related sales taxes, and Aaron's Club membership fees are recognized as revenue in the month they are earned. Payments received prior to the month earned are recorded as deferred lease revenue, and this amount is included in customer deposits and advance payments in the accompanying condensed consolidated balance sheets. Lease payments due but not received prior to month end are recorded as accounts receivable in the accompanying condensed consolidated balance sheets. Lease revenues are recorded net of a provision for returns and uncollectible renewal payments.
All of the Company'sAaron's customer lease agreements, including BrandsMart Leasing, are considered operating leases. The Company maintains ownership of the lease merchandise until all payment obligations are satisfied under sales and lease ownership agreements. Initial direct
22


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
costs related to customer agreements are expensed as incurred and have been classified as other operating expenses, net in the condensed consolidated and combined statements of earnings. The statement of earnings effects of expensing the initial direct costs as incurred are not materially different from amortizing initial direct costs over the lease ownership plan.
Substantially all lease revenues and fees were within the scope of ASC 842, Leases, during the three months ended March 31, 20212023 and 2020.2022. Included in lease revenues and fees above, the Company had $6.2$6.3 million and $6.0$7.0 million of other revenue during the three months ended March 31, 20212023 and 2020,2022, respectively, within the scope of ASC 606, Revenue from Contracts with Customers.Customers, which is included in lease revenues and fees above. Lease revenues and fees are recorded within lease revenues and retail revenuesfees in the accompanying condensed consolidated and combined statements of earnings.
Retail and Non-Retail Sales
All retail sales revenue is within the scope of ASC 606, Revenue from Contracts with Customers, during the three months ended March 31, 2023 and 2022.
Aaron's Business
Revenues from the retail sale of lease merchandise to customersindividual consumers are recognized at the point of sale.sale and are recorded within retail sales in the accompanying condensed consolidated statements of earnings. Generally, the transfer of control occurs near or at the point of sale for retail sales. Aaron's Business retail sales are not subject to a returns policy. All retail sales revenue is within the scope of ASC 606, Revenue from Contracts with Customers, during the three months ended March 31, 2023 and 2022.
BrandsMart
Revenues from the retail sale of merchandise inventories are recorded within retail sales in the accompanying condensed consolidated statement of earnings and are recognized at a point in time that the Company has satisfied its performance obligation and transferred control of the product to the respective customer. Revenues associated with retail sales transactions for which control has not transferred are deferred and are recorded within customer deposits and advance payments within the accompanying consolidated balance sheets.
Retail sales at the BrandsMart segment, both in store and online, are subject to the segment's 30-day return policy. Accordingly, an allowance, based on historical returns experience, for sales returns is recorded as a component of retail sales in the period in which the related sales are recorded as well as an asset for the returned merchandise. The return asset and allowance for sales returns as of March 31, 2023 was $2.2 million and $2.9 million, respectively, compared to $3.0 million and $4.0 million as of December 31, 2022, respectively. The return asset and allowance for sales returns was recorded within prepaid and other assets and accounts payable and accrued expenses within the accompanying consolidated balance sheets, respectively.
Additional protection plans can be purchased by BrandsMart U.S.A. customers that provides extended warranty coverage on their product purchases, with payment being due for this protection at the point of sale. A third-party underwriter assumes the risk associated with the coverage and is primarily responsible for fulfillment. The Company is an agent to the contract and records the fixed commissions. These fixed commissions on the warranty coverages are included within retail sales in the accompanying condensed consolidated statements of earnings on a net basis.
Non-Retail Sales
Revenues for the non-retail sale of merchandise to Aaron's franchisees are recognized when control transfers to the franchisee, which is upon delivery of the merchandise.
Sales of lease merchandise to franchisees and to other customers are recorded within non-retail sales and lease and retail revenues, respectively, in the accompanying condensed consolidated and combined statements of earnings. All retail and non-retail sales revenue is within the scope of ASC 606, Revenue from Contracts with Customers, during the three months ended March 31, 20212023 and 2020.2022.
Franchise Royalties and Fees
We have existing agreements with our current Aaron's franchisees to govern the operations of franchised stores. Our standard agreement is for a term of ten years, with one ten-year renewal option. Franchisees pay an ongoingare obligated to remit to us royalty payments of 6% of the weekly cash revenue payments received, which is recognized as the fees become due. In response to the COVID-19 pandemic, the Company temporarily suspended, as opposed to deferring, the royalty fee obligation in March 2020, effectively forgiving the franchisee royalty payments that otherwise would have been due during the suspension period. The Company reinstated the requirement that franchisees make royalty payments during the second quarter of 2020.
23


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company guarantees certain debt obligations of some of the franchisees and receives guarantee fees based on the outstanding debt obligations of such franchisees. Refer to Note 46 to these condensed consolidated and combined financial statements for additional discussion of the franchise-related guarantee obligation. The Company also charges fees for advertising efforts that benefit the franchisees, which are recognized at the time the advertising takes place.
Substantially all franchise royalties and feesfee revenue is within the scope of ASC 606, Revenue from Contracts with Customers. Of the franchise royalties and fees, $5.3$4.8 million and $5.0$4.9 million during the three months ended March 31, 20212023 and 2020,2022, respectively, is related to franchise royalty income that is recognized as the fees become due. The remaining revenue is primarily related to fees collected in prior periods for pre-opening services, which are being deferred and recognized as revenue over the agreement term, and advertising fees charged to franchisees. Franchise royalties and fees are recorded within franchise royalties and other revenuerevenues in the accompanying condensed consolidated and combined statements of earnings.

17


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. COMMITMENTS6. COMMITMENT AND CONTINGENCIES
Guarantees
The Company has guaranteed certain debt obligations of some of its Aaron's franchisees under a franchise loan program (the "Franchise Loan Facility") as described below with several of the banks in our Revolving Facility. In the event these franchisees are unable to meet their debt service payments or otherwise experience an event of default, the Company would be unconditionally liable for the outstanding balance of the franchisees’ debt obligations under the franchisee loan program, which would be due in full within 75 days of the event of default. The Franchise Loan Facility has a total commitment of $25.0 million and expires on November 16, 2021. We are able to request additional 364-day extensions of our franchise loan facility, as long as we are not in violation of any of the covenants under that facility or our Revolving Facility, and no event of default exists under those agreements, until such time as our Revolving Facility expires. We would expect to include a franchise loan facility as part of any future extension or renewal of our Revolving Facility. At March 31, 2021, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $17.0 million. The Company is subject to financial covenants under the Franchise Loan Facility that are consistent with the Revolving Facility, which are more fully describedfurther detail in Note 84 to thethese condensed consolidated and combined financial statements in the 2020 Annual Report.
statements. The Company has recourse rights to franchisee assets securing the debt obligations, which consist primarily of lease merchandise and fixed assets. Since the inception of the franchise loan program in 1994, the Company's losses associated with the program have been immaterial.insignificant. However, such losses could be materialsignificant in a future period due to potential adverse trends in the liquidity and/or financial performance of Aaron's franchisees resulting in an event of default or impending defaults by franchisees.
The Company entered into a new Franchise Loan Facility agreement on April 1, 2022, which reduced the Company's franchisees. total commitment under the Franchise Loan Facility from $15.0 million to $12.5 million and extended the commitment termination date to March 31, 2023. On February 10, 2023, the Company amended its Franchise Loan Facility to extend the maturity date from March 31, 2023 to March 30, 2024. Subsequently on February 23, 2023, the Company amended its Franchise Loan Facility to reduce the total commitment amount from $12.5 million to $10.0 million. At March 31, 2023, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $4.3 million. The Company is subject to financial covenants under the Franchise Loan Facility as detailed in Note 4 to these condensed consolidated financial statements. At March 31, 2023, the Company was in compliance with all covenants under the Franchise Loan Facility agreement.
The Company records a liability related to estimated future losses from repaying the franchisees' outstanding debt obligations upon any possible future events of default. This liability is included in accounts payable and accrued expenses in the condensed consolidated balance sheets and was $2.2$1.0 million and $2.4$1.3 million at March 31, 20212023 and December 31, 2020,2022, respectively. The balances at March 31, 20212023 and December 31, 20202022 included qualitative consideration of potential losses due toassociated with uncertainties related to current and forecasted business trends including, but not limited to, the impacts of the COVID-19 pandemic and the corresponding unknown effect onimpacting the operations and liquidity of our franchisees. Uncertainties include inflationary and other economic pressures in the current macroeconomic environment and the normalization of business trends associated with the COVID-19 pandemic.
Legal Proceedings
From time to time, the Company is party to various legal and regulatory proceedings arising in the ordinary course of business, certain of which have been described below. The Company establishes an accrued liability for legal and regulatory proceedings when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. The Company continually monitors its litigation and regulatory exposure and reviews the adequacy of its legal and regulatory reserves on a quarterly basis. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters due to the inherent uncertainty in litigation, regulatory and similar adversarial proceedings, and substantial losses from these proceedings or the costs of defending them could have a material adverse impact upon the Company’s business, financial position, and results of operations.
AtThe Company had accrued $0.9 million and $2.7 million at March 31, 20212023 and December 31, 2020, the Company had accrued $0.5 million and $0.8 million,2022, respectively, for pending legal and regulatory matters for which it believes losses are probable and is management’s best estimate of its exposure to loss. The Company records these liabilities in accounts payable and accrued expenses in the condensed consolidated balance sheets. The Company estimates that the aggregate range of reasonably possible loss in excess of accrued liabilities for such probable loss contingencies is between 0zero and $0.5 million.
24


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
At March 31, 2021,2023, the Company estimated that the aggregate range of loss for all material pending legal and regulatory proceedings for which a loss is reasonably possible, but less likely than probable (i.e., excluding the contingencies described in the preceding paragraph), is between 0zero and $0.5 million. Those matters for which a reasonable estimate is not possible are not included within estimated ranges and, therefore, the estimated ranges do not represent the Company’sCompany's maximum loss exposure. The Company’sCompany's estimates for legal and regulatory accruals, aggregate probable loss amounts and reasonably possible loss amounts, are all subject to the uncertainties and variables described above.
Regulatory Inquiries
In the first quarter of 2021, Aaron's, LLC, along with a number of other lease-to-own companies, received a subpoena from the California Department of Financial Protection and Innovation (the "DFPI") requesting the production of documents regarding the Company’s compliance with state consumer protection laws. The Company is cooperatively engaging with the DFPI in response to its inquiry. Although the Company believes it is in compliance with all applicable consumer protection laws and regulations in California, this inquiry ultimately could lead to an enforcement action and/or a consent order, and substantial costs, including legal fees, fines, penalties, and remediation expenses.
18


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
Other Contingencies
Management regularly assesses the Company’sCompany's insurance deductibles, monitors litigation and regulatory exposure with the Company’sCompany's attorneys, and evaluates its loss experience. The Company also enters into various contracts in the normal course of business that may subject it to risk of financial loss if counterparties fail to perform their contractual obligations.
NOTE 5.7. RESTRUCTURING
As management continues to execute on its long-term strategic plan, additional benefits and charges are expected to result from our restructuring programs. The extent of any future charges related to our restructuring programs are not currently estimable and depend on various factors including the timing and scope of future cost optimization initiatives.
Operational Efficiency and Optimization Restructuring Program
During the third quarter of 2022, the Company initiated an operational efficiency and optimization restructuring program intended to strengthen operational efficiencies and reduce the Company’s overall costs. Management believes that this restructuring program will help the Company sharpen its operational focus, optimize its cost profile, allocate capital resources towards long-term strategic objectives, and generate incremental value for shareholders through investments in technological capabilities, and fulfillment center logistics competencies. Since initiation, the program has resulted in the closure or consolidation of 28 Company-operated Aaron's stores. This program also includes the hub and showroom model to optimize labor and other operating expenses in markets, store labor realignments, rationalization of the Company's supply chain, the centralization and restructuring of store support center, operations, and multi-unit store oversight functions, as well as other real estate and third party spend costs reductions.
Total net restructuring expenses under the Operational Efficiency and Optimization Restructuring Program related to the initiatives described above were $2.9 million during the three months ended March 31, 2023. Such expenses were recorded within the Unallocated Corporate category for segment reporting and were comprised mainly of severance charges primarily related to the Company's January 2023 headcount reduction of its store support center and Aaron's Business store oversight functions, continuing variable occupancy costs incurred related to closed stores, operating lease right-of-use asset impairment charges and fixed asset impairment charges.
Real Estate Repositioning and Optimization Restructuring Program
During the first quarter of 2020, the Company initiated a real estate repositioning and optimization restructuring program. This program includes a strategic plan to remodel, reposition, and consolidate our company-operatedCompany-operated Aaron's store footprint over the next 3three to 4four years. We believe that such strategic actions will allow the CompanyAaron's to continue to successfully serve our markets while continuing to utilize our growing Aarons.com shopping and servicing platform. Management expects that this strategy, along with our increased use of technology, will enable us to reduce store count while retaining a significant portion of our existing customer relationships as well as attract new customers. Since initiation, the program has resulted in the closure, consolidation, or relocation of 106 company-operated222 Company-operated Aaron's stores during 2020, 2021, 2022 and the first three months of 2021. We have identified approximately 85 additional stores for2023. This program also resulted in the closure consolidation, or relocation that have not yet been closed and vacated, nearly all of which are expected to be vacated by December 31, 2021. We alsoone administrative store support building, a further rationalizedrationalization of our home office and fieldstore support center staff, which resulted inincluded a reduction in employee headcount in those areas to more closely align with current business conditions. As of March 31, 2023, we have identified approximately 34 remaining Aaron's stores for closure, consolidation, or relocation that have not yet been closed and vacated, which are expected to close during the remainder of 2023.
Total net restructuring expenses under the real estate repositioning and optimization restructuring program of $3.1$2.4 million were recorded for the three months ended March 31, 2021 under the real estate repositioning and optimization restructuring program.2023. Restructuring expenses were recorded within the Unallocated Corporate category of segment reporting and were comprised mainly of continuing variable occupancy costs incurred related to closed stores and operating lease right-of-use asset and fixed asset impairment charges related to the vacancy or planned vacancy of the stores identified for closure, as well as continuing variable occupancy costs incurred related to closed stores.closure.
In addition to the restructuring expenses incurred during the first quarter as discussed above, the Company expects to incur restructuring chargesSince inception of approximately $2.6 million under the real estate repositioning and optimization program, through December 31, 2021 specifically related to the accelerated amortizationCompany has incurred charges of operating lease right-of-use assets and accelerated depreciation$64.0 million under the plan. These cumulative charges are primarily comprised of fixed assets for stores that have been identified for closure, but have not yet closed and been vacated. Furthermore, as management continues to execute on its long-term plan, additional restructuring charges will result from our real estate repositioning and optimization initiatives, primarily related to operating lease right-of-use asset and fixed asset impairments. However, the extent of future restructuring charges is not estimable at this time, as specific store locations to be closed and/or consolidated, beyond the stores noted above, have not yet been identified by management. Additionally, we expect future restructuring expenses (reversals) due to potential future early buyouts of leases with landlords, as well as continuing variable occupancy costs related to closed stores.
2019 Restructuring Program
During the first quarter of 2019, the Company initiated a restructuring program to optimize its company-operated Aaron's Business store portfolio, which resulted in the closure and consolidation of 155 underperforming company-operated stores during 2019. The Company also rationalized its store support center and field support staff, which resulted in a reduction in associate headcount in those areas to more closely align with current business conditions.impairment
1925


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
Total net restructuring expenses of $0.2 million were recorded for the three months ended March 31, 2021 under the 2019 restructuring program. Restructuring expenses were comprised of continuing variable occupancy costs incurred related to closed stores. These costs were included in restructuring expenses, net in the condensed consolidated and combined statements of earnings. We expect future restructuring expenses (reversals) due to potential future early buyouts of leases with landlords as well as continuing variable occupancy costs.
The following table summarizes restructuring charges for the three months ended March 31, 2021 and 2020, respectively, under both of the Company's restructuring programs:
Three Months Ended March 31,
(In Thousands)20212020
Right-of-Use Asset Impairment$1,871 $15,742 
Operating Lease Charges1,091 1,449 
Fixed Asset Impairment321 2,689 
Severance37 2,031 
Other Expenses121 375 
Total Restructuring Expenses, Net1
$3,441 $22,286 
1 Includes expenses related to our 2016 and 2017 restructuring programs as described within Note 11 to the consolidated and combined financial statements in the 2020 Annual Report, which were not significant during the three months ended March 31, 2021.
To date, the Company has incurred charges of $45.4 million under the 2019 restructuring program, and $37.1 million under the real estate repositioning and optimization restructuring program. These cumulative charges are primarily comprised of operating lease right-of-use asset and fixed impairment charges, losses recognized related to contractual lease obligations, and severance related to reductions in store support center and field support staff headcount.
The following table summarizes the balances of the accrualsrestructuring charges for the three months ended March 31, 2023 and 2022, respectively, under the Company's restructuring programs, which are recorded in accounts payableprograms:
Three Months Ended March 31,
(In Thousands)20232022
Right-of-Use Asset Impairment$774 $1,178 
Operating Lease Charges1,908 1,442 
Fixed Asset Impairment121 245 
Severance2,202 418 
Other Expenses1
284 52 
Total Restructuring Expenses, Net$5,289 $3,335 
1 Includes professional advisory fees and accrued expenses innet gains related to the condensed consolidated balance sheets,sale of store properties and related assets.
The following table summarizes the activity for the three months ended March 31, 2021:2023 and the corresponding accrual balance as of March 31, 2023 for the restructuring programs:
(In Thousands)Severance
Operating Lease Charges1
Professional Advisory Fees
Balance at January 1, 2023$695 $2,200 $1,032 
Restructuring Charges (Reversals)2,202 — (135)
Payments(2,206)(2,200)(592)
Balance at March 31, 2023$691 $— $305 
(In Thousands)Severance
Balance at January 1, 2021$1 Represents expenses related to a real estate-related settlement which remained payable at December 31, 2022 and was subsequently paid during the first quarter of 2023.
NOTE 8. SEGMENTS
Segment Reporting
For all periods prior to April 1, 2022, the Company only had one operating and reportable segment. Effective as of April 1, 2022 and in connection with the acquisition of BrandsMart U.S.A., the Company updated its reportable segments to align the reportable segments with the current organizational structure and the operating results that the chief operating decision maker regularly reviews to analyze performance and allocate resources, which includes two operating and reportable segments: Aaron's Business and BrandsMart, along with an Unallocated Corporate category for remaining unallocated costs. The Company has retroactively adjusted, for all periods presented, its segment disclosures to align with the current composition of reportable segments.
The Aaron's Business segment includes the operations of the Pre-Spin Aaron's business (as described in the 2022 Annual Report), which continued after the separation to provide consumers with LTO and retail purchase solutions through the Company's Aaron's stores in the United States and Canada and the aarons.com e-commerce platform. This operating segment also supports franchisees of its Aaron's stores. In addition, the Aaron's Business segment includes the operations of BrandsMart Leasing, which offers a lease-to-own solution to customers of BrandsMart U.S.A., and Woodhaven, which manufactures and supplies a significant portion of the upholstered furniture leased and sold in Company-operated and franchised Aaron's stores.
The BrandsMart segment includes the operations of BrandsMart U.S.A. (other than BrandsMart Leasing), which is one of the leading appliance and consumer electronics retailers in the southeastern United States and one of the largest appliance retailers in the country with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The results of BrandsMart have been included in the Company's consolidated results from the April 1, 2022 acquisition date.
26


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Measurement of Segment Profit or Loss and Segment Assets
The Company evaluates segment performance based primarily on revenues and earnings (loss) from operations before unallocated corporate costs, which are evaluated on a consolidated basis and not allocated to the Company's business segments. Intersegment sales between BrandsMart and the Aaron's Business pertaining to BrandsMart Leasing, are recognized at retail prices. Since the intersegment profit affects cost of goods sold, depreciation and lease merchandise valuation, they are adjusted when intersegment profit is eliminated in consolidation. The Company determines earnings (loss) before income taxes for all reportable segments in accordance with U.S. GAAP.
Unallocated Corporate costs are presented separately and generally include unallocated costs associated with the following: equity-based compensation, interest income and expense, information security, executive compensation, legal and compliance, corporate governance, accounting and finance, human resources and other corporate functions. The Unallocated Corporate category also includes acquisition-related costs, restructuring charges and separation costs for which the individual operating segments are not being evaluated.
The Company does not evaluate performance or allocate resources based on segment asset data, and therefore total segment assets are not presented.
Three Months Ended March 31, 2023
(In Thousands)Aaron's BusinessBrandsMartElimination of Intersegment RevenuesTotal
Lease Revenues and Fees$373,795 $— $— $373,795 
Retail Sales8,318 144,158 (1,930)150,546 
Non-Retail Sales23,935 — — 23,935 
Franchise Royalties and Fees5,898 — — 5,898 
Other187 — — 187 
Total Revenues$412,133 $144,158 $(1,930)$554,361 

Three Months Ended March 31, 2023
(In Thousands)
Aaron's Business1
BrandsMart
Unallocated Corporate2
EliminationTotal
Gross Profit$260,706 $35,135 $— $(147)$295,694 
Earnings (Loss) Before Income Taxes35,859 (888)(25,971)(108)8,892 
Depreciation and Amortization3
18,703 3,644 223 — 22,570 
Capital Expenditures18,029 916 1,264 — 20,209 
1 The earnings before income taxes for the Aaron's Business during the three months ended March 31, 2023 includes a $3.8 million receipt from the settlement of a class action lawsuit related to alleged anti-competitive conduct by several manufacturers of cathode ray tubes.
2 The loss before income taxes for the Unallocated Corporate category during the three months ended March 31, 2023 was impacted by restructuring charges of $5.3 million, BrandsMart U.S.A. acquisition-related costs of $1.8 million and separation-related costs of $0.1 million.
3 Excludes depreciation of lease merchandise, which is not included in the chief operating decision maker's measure of depreciation and amortization.
773 
Restructuring Severance Charges37 
Payments(688)
Balance at March 31, 2021$122 

2027


THE AARON’S COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Three Months Ended March 31, 2022
(In Thousands)Aaron's BusinessBrandsMartElimination of Intersegment RevenuesTotal
Lease Revenues and Fees$409,318 $— $— $409,318 
Retail Sales12,607 — — 12,607 
Non-Retail Sales27,827 — — 27,827 
Franchise Royalties and Fees6,118 — — 6,118 
Other212 — — 212 
Total$456,082 $— $— $456,082 

Three Months Ended March 31, 2022
(In Thousands)Aaron's BusinessBrandsMart
Unallocated Corporate1
EliminationTotal
Gross Profit$284,947 $— $— $— $284,947 
Earnings (Loss) Before Income Taxes52,161 — (23,256)— 28,905 
Depreciation and Amortization2
17,752 — 397 — 18,149 
Capital Expenditures23,260 — 1,843 — 25,103 
1 The loss before income taxes for the Unallocated Corporate category during the three months ended March 31, 2022 was impacted by BrandsMart U.S.A. acquisition-related costs of $3.5 million, restructuring charges of $3.3 million and separation-related costs of $0.5 million.
2 Excludes depreciation of lease merchandise, which is not included in the chief operating decision maker's measure of depreciation and amortization.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Information: Except for historical information contained herein, the matters set forth in this Form 10-Q are forward-looking statements. These statements are based on management’s current expectations and plans, which involve risks and uncertainties. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as "believe," "expect," "expectation," "anticipate," "may," "could," "should", "intend," "belief," "estimate," "plan," "target," "project," "likely," "will," "forecast,", "future", "outlook," and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the filing date of this Quarterly Report and which involve risks and uncertainties that may cause actual results to differ materially from those set forthexpressed in or implied by these statements. These risks and uncertainties include factors such as (i) factors impacting consumer spending, including the uncertainty regarding thecurrent inflationary environment, general macroeconomic conditions and rising interest rates; (ii) any ongoing impact of the COVID-19 pandemic due to new variants or efficacy and rate of vaccinations, as well as related measures taken by governmental or regulatory authorities to combat the pandemic, including uncertainty regarding the nature and extent of the impact of recent government stimulus payments or supplemental unemployment benefits on our customers, and the nature, amount and timing of any such future payments or benefits, including the impact of the pandemic and such measures on: (a) demand for the lease-to-own products offered by us, (b) our customers, including their ability and willingness to satisfy their obligations under their lease agreements, (c) our suppliers’ ability to provide us with the merchandise we need to obtain from them, (d) our employees and labor needs, including our ability to adequately staff our operations, (e) our financial and operational performance, and (f) our liquidity; (ii)pandemic; (iii) the possibility that the operational, strategic and shareholder value creation opportunities expected from the separation and spin-off of the Aaron’s Business (as described in the 2022 Annual Report) into what is now The Aaron’s Company, Inc. may not be achieved in a timely manner, or at all; (iii)(iv) the failure of that separation to qualify for the expected tax treatment; (iv)(v) the risk that the Company may fail to realize the benefits expected from the acquisition of BrandsMart U.S.A., including projected synergies; (vi) risks related to the disruption of management time from ongoing business operations due to the BrandsMart U.S.A. acquisition; (vii) failure to promptly and effectively integrate the BrandsMart U.S.A. acquisition; (viii) the effect of the BrandsMart U.S.A. acquisition on our ongoing results and businesses and on the ability of Aaron's and BrandsMart to retain and hire key personnel or maintain relationships with suppliers; (ix) changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; (v)(x) legal and regulatory proceedings and investigations, including those related to consumer protection laws and regulations, customer privacy, third party and employee fraud and information security; (vi)(xi) the risks associated with our strategy and strategic priorities not being successful, including our e-commerce and real estate repositioning and optimization initiatives or being more costly than anticipated; (vii)(xii) risks associated with the challenges faced by our business, including the commoditization of consumer electronics, and our high fixed-cost operating model; (viii)model and the ongoing labor shortage; (xiii) increased competition from traditional and virtual lease-to-own competitors, as well as from traditional and online retailers and other competitors; (ix)(xiv) financial challenges faced by our franchisees, which we believe may be exacerbated by the COVID-19 pandemic and related governmental or regulatory measures to combat the pandemic; (x)franchisees; (xv) increases in lease merchandise write-offs, especially in lightwrite-offs; (xvi) the availability and prices of supply chain resources, including products and transportation; (xvii) business disruptions due to political or economic instability due to the COVID-19 pandemicongoing conflict between Russia and its adverse economic impacts, as well as the potential limited durationUkraine; and impact of stimulus and other government payments made by the Federal and State governments to counteract the economic impact of the pandemic; and(xviii) the other risks and uncertainties discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 (the "2020"2022 Annual Report") and under Item 1A, "Risk Factors" of Part II of this Form 10-Q below.. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the filing date of this Quarterly Report.
The following discussion should be read in conjunction with the condensed consolidated and combined financial statements as of and for the three months ended March 31, 20212023 and 2020,2022, including the notes to those statements, appearing elsewhere in this report. We also suggest that management’s discussion and analysis appearing in this report be read in conjunction with the management’s discussion and analysis and the consolidated and combined financial statements included in our 20202022 Annual Report.
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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, Inc. Shareholders of PROG Holdings received one share of The Aaron's Company, Inc. 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.
Business Overview
The Aaron's Company Inc. is a leading, technology-enabled, omni-channel provider of lease-to-own ("LTO") and retail purchase solutions generally focused onof furniture, electronics, appliances, and other home goods across its brands: Aaron's, BrandsMart U.S.A., BrandsMart Leasing, and Woodhaven Furniture Industries ("Woodhaven").
As of March 31, 2023, the Company's operating and reportable segments are the Aaron's Business and BrandsMart, each as described below.
The Aaron's Business segment is comprised of (i) Aaron's branded Company-operated and franchise-operated stores; (ii) its e-commerce platform ("Aarons.com"); (iii) Woodhaven; and (iv) BrandsMart Leasing (collectively, the "Aaron’s Business").
The operations of BrandsMart U.S.A. (excluding BrandsMart Leasing) comprise the BrandsMart segment (collectively, "BrandsMart").
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Aaron's Business Segment
Since its founding in 1955, Aaron's has been committed to serving the large, credit-challenged segment ofoverlooked and underserved customer with a dedication to inclusion and improving the population.communities in which it operates. Through oura portfolio of approximately 1,3001,260 stores and our Aarons.comits aarons.com e-commerce platform, weAaron's, together with its franchisees, provide consumers with LTO and retail purchase solutions for the products they need and want, including furniture, appliances, electronics, computers andwith a variety of other products and accessories. We focus on providing ourits customers with unparalleled customer service, high approval rates, lease plan flexibility, and an attractive value proposition, including lowcompetitive monthly payments and total cost of ownership, high approval ratesas compared to other LTO providers.
Woodhaven manufactures and flexible leasesupplies a significant portion of the upholstered furniture leased and sold in Company-operated and franchised Aaron's stores.
Launched in 2022, BrandsMart Leasing offers LTO purchase solutions to customers of BrandsMart U.S.A.
BrandsMart Segment
Founded in 1977, BrandsMart U.S.A. is one of the leading appliance and consumer electronics retailers in the southeast United States and one of the largest appliance retailers in the country with ten stores in Florida and Georgia and a growing e-commerce presence on brandsmartusa.com. The operations of BrandsMart U.S.A. (other than BrandsMart Leasing) comprise the BrandsMart segment.
BrandsMart U.S.A. Acquisition
On April 1, 2022, the Company completed the previously announced transaction to acquire a 100% ownership plans. In addition, we offerof Interbond Corporation of America, doing business as BrandsMart U.S.A. The Company paid total consideration of approximately $230 million in cash under the terms of the agreement and additional amounts for working capital adjustments and transaction related fees. Consideration transferred also included the off-market value associated with certain operating leases entered into in conjunction with the transaction. Refer to Note 2 to these condensed consolidated financial statements for additional information regarding the BrandsMart U.S.A. acquisition. The results of BrandsMart, which is presented as a wide product selection, and for our lease customers we offer free prompt delivery, setup, service and product returns, andseparate reportable segment, have been included in the Company's consolidated results from the April 1, 2022 acquisition date.
Management believes that the BrandsMart U.S.A. acquisition will strengthen the Company's ability to pause, cancel or resume lease contracts at any time with no additional costsdeliver 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 customer.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.
Recent Restructuring Programs and Franchisee Acquisitions
As amanagement continues to execute on its long-term strategic plan, additional benefits and charges are expected to result from our restructuring programs. The extent of any future charges related to our restructuring programs are not currently estimable and depend on various factors including the timing and scope of future cost optimization initiatives.
Real Estate Repositioning and Optimization Restructuring Program
During the first quarter of 2020, the Company initiated a real estate repositioning strategy and other cost-reduction initiatives, we initiated a restructuringoptimization program in 2020 to optimize our company-operatedCompany-operated Aaron's store portfolio. This restructuringportfolio via our GenNext store concept, which features larger showrooms and/or re-engineered store layouts, increased product selection, technology-enabled shopping and checkout, and a refined operating model. We expect that this strategy, together with our aarons.com e-commerce platform and increased use of technology to better serve our customers, will enable us to reduce store operating costs while continuing to better serve our existing markets, as well as attract new customers and expand into new markets in the future.
Since initiation, the program has resulted in the closure, consolidation, or relocation of a total of 106 company-operated222 Company-operated Aaron's stores during 2020, 2021, 2022 and the first three months of 2021. We2023. This program also resulted in the closure of one administrative store support building and further rationalizedrationalization of our home office and fieldstore support center staff, which resulted inincluded a reduction in employee headcount in those areas to more closely align with current business conditions. We currently expect
During the first quarter of 2023, the Company opened 11 new GenNext locations. Combined with the 211 locations open at the beginning of the quarter, total GenNext stores contributed 26.7% of total lease revenues and fees and retail revenues for the Aaron's Business segment during the three months ended March 31, 2023. As of March 31, 2023, we have identified approximately 34 remaining Aaron's stores for closure, consolidation, or relocation that have not yet been closed and vacated, which are expected to close consolidate, or relocate approximately 85 additional stores by December 31, 2021 under this program. Additionally, from 2016 to 2019, we closed and consolidated a totalduring the remainder of 294 underperforming company-operated stores under similar restructuring initiatives.2023. We will continue to evaluate our company-operatedCompany-operated Aaron's store portfolio to determine how to best rationalize and reposition our store base to better align with marketplace demand.
Under
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While not all specific locations have been identified under the real estate repositioning and optimization restructuring program, though all specific locations have not yet been identified, the Company’sCompany's current strategic plan is to remodel, reposition and consolidate our company-operatedCompany-operated Aaron's store footprint over the next 3 to 4three years. We believe that such strategic actions will allow the Company to continue to successfully serve our markets while continuing to utilize our growing Aarons.comaarons.com shopping and servicing platform. Management expects that this strategy, along with our increased use of technology, will enable us to reduce store count while retaining a significant portion of our existing customer relationships and attract new customers. To
Since inception of the extent that management executes on its long-term strategic plan, additional restructuring charges will likely result from our real estate repositioning and optimization initiatives,program, the Company has incurred charges of $64.0 million under the plan. These cumulative charges are primarily related tocomprised of operating lease right-of-use asset and fixed asset impairments. However, the extent ofimpairment charges, losses recognized related to contractual lease obligations, and severance related to reductions in store support center and field support staff headcount. We expect future restructuring charges is not estimable atexpenses due to new stores identified for closure and continuing variable occupancy costs related to closed stores, which could be partially offset if we are able to negotiate future early buyouts of leases with landlords.
Operational Efficiency and Optimization Restructuring Program
During the third quarter of 2022, the Company initiated an operational efficiency and optimization restructuring program intended to reduce the Company’s overall costs. Management believes that implementing this time,restructuring program will help the Company sharpen its operational focus, optimize its cost profile, allocate capital resources towards long-term strategic objectives, and generate incremental value for shareholders through investments in technological capabilities, and fulfillment center and logistics competencies. The program resulted in the closure or consolidation of 28 Company-operated Aaron's stores during the three months ended March 31, 2023. This program also includes the hub and showroom model to optimize labor and other operating expenses in markets, store labor realignments, rationalization of the Company's supply chain, the centralization and restructuring of store support center, operations, and multi-unit store oversight functions, as specific store locations to be closed and/or consolidated, beyondwell as other real estate and third party spend costs reductions.
Total net restructuring expenses under the stores noted above, have not yet been identified by management.
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Recent DevelopmentsOperational Efficiency and Operational Measures Taken by Us in ResponseOptimization Restructuring Program related to the initiatives described above were $2.9 million during the three months ended March 31, 2023. Such expenses were recorded within the Unallocated Corporate category for segment reporting and were comprised mainly of severance charges primarily related to the Company's January 2023 headcount reduction of its store support center and Aaron's Business store oversight functions, continuing variable occupancy costs incurred related to closed stores, operating lease right-of-use asset impairment charges and fixed asset impairment charges.
COVID-19 Pandemic and Legislative Relief
On March 11, 2020,Our business has been, and may in the World Health Organization declaredfuture be, impacted by the outbreakongoing impacts of COVID-19 a pandemic. As a resultor any related pandemic or health crisis. While our store showrooms remain open following temporary closures of the COVID-19 pandemic, we temporarily closed our showrooms in March 2020, and shifted to e-commerce and curbside service only for all of our company-operated stores to protect the health and safety of our customers and associates, except where such curbside service was prohibited by governmental authorities. Since that time, we have reopened our store showrooms, but there can be no assurance that those showrooms will not be closed in future months, or have their operations limited, if, for example, there are localized increases or "additional waves" in the numberlimited.
As a result, ongoing impacts of COVID-19 cases in the areas where our stores are located and, in response, governmental authorities issue orders requiring such closures or limitations on operations, or we voluntarily close our showrooms or limit their operations to protect the health and safety of our customers and associates. Furthermore, we are experiencing disruptions in our supply chain which have impacted product availability in some of our stores and, in some situations, we are procuring inventory from alternative sources at higher costs. These developments have had an unfavorable impact on our generation of lease agreements.
The COVID-19 pandemic maycould impact our business, results of operations, financial condition, liquidity and/or cash flow in future periods. The extent of any such impacts likely would depend on several factors, including (a) the length and severity of the pandemic, which may be impacted by the successful distribution of COVID-19 vaccines to our customers and associates, as well as any localized outbreaks or additional waves of COVID-19 cases, among other factors; (b) thecontinuing impact of the pandemic; (b) any such outbreaksongoing impact of the COVID-19 pandemic on our customers, suppliers, and employees;team members; (c) the natureexpiration of any government orders issued in response to such outbreaks, including whether we would be deemed essential, and thus, exempt from all or some portion of such orders; (d) the extent of the impact of additional government stimulus and/or enhanced unemployment benefits to our customers in response to the negative economic impacts of the COVID-19 pandemic, as well as the nature, timingpandemic; and amount of any such stimulus payments or benefits; and (e)(d) supply chain disruptions, for our business.
The following summarizes significant developmentsor continued inflationary and operational measures taken by us in response to the COVID-19 pandemic:
In our company-operated stores, we are following the guidance of health authorities, including requiring associates to wear masks and observe social distancing practices. We have also installed protective plexiglass barriers at check-out counters, implemented enhanced cleaning and sanitization procedures, and reconfigured our showrooms in a manner designed to reduce COVID-19 transmission.
In conjunction with the operational adjustments made at our company-operated stores, we accelerated the national rollout of our centralized digital decisioning platform, which is an algorithm-driven lease decisioning tool used in our company-operated stores that is designed to improve our customers' experiences by streamlining and standardizing the lease application decisioning process, shortening transaction times, and establishing appropriate transaction sizes and lease payment amounts, given the customer’s profile. We completed the national rollout during the second quarter of 2020, and that decisioning platform is now being utilized in all of our company-operated and most of our franchised store locationsother economic pressures, in the United States.
To assist the franchisees of our business who were facing adverse impacts to their businesses,markets in which we offered a royalty fee abatement from March 8, 2020 until May 16, 2020 and modified payment terms on outstanding accounts receivable owed to us by franchisees. In addition, payment terms were temporarily modified for the franchise loan facility under which certain franchisees have outstanding borrowings that are guaranteed by us.
Our management team and store support associates are continuing to work remotely for the near future. Additionally, we reduced our corporate real estate footprint by electing to permanently vacate one of our leased administrative offices in Kennesaw, Georgia during the fourth quarter of 2020.
Coronavirus Legislative Reliefoperate.
In response to the global impacts of COVID-19 on U.S. companies and citizens, the government enacted the Coronavirus, Aid, Relief, and Economic Security Act ("CARES Act") on March 27, 2020, the Consolidated Appropriations Act on December 27, 2020, and the American Rescue Plan Act of 2021 ("American Rescue Plan") on March 11, 2021. We believe a significant portion of our customers have received government stimulus payments and/or federally supplemented unemployment payments, pursuant to these economic stimulus measures, which we believe have enabled them to continue making payments to us under their lease-to-own agreements, despite the economically challenging times resulting from the COVID-19 pandemic. In addition
The Company utilized tax relief options available to the stimulus payments mentioned above, we also believe that certain elementsCompany under the CARES Act. including, among other items, the deferral of $16.5 million in payroll taxes, which generally applied to Social Security taxes otherwise due. The Company was required to pay 50% of the American Rescue Plan, primarilytax deferral prior to December 31, 2021 and paid the temporary expansionremaining 50% in December
2022. As of March 31, 2023, the child tax credit which increasesCompany has no remaining liability for payroll taxes deferred under the amount of the credit, makes the credit fully refundable, and allows for half of the credit to be paid in periodic installments beginning during the second half of 2021, should have a beneficial impact to our customers, though the extent and timing of any such benefit is currently unknown. Additionally, we may experience an increase in the exercise of early purchase options or decreases in the total number of new ownership plans, as customers could potentially opt to use such payments and credits to acquire merchandise outside of our LTO solutions.CARES Act.
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Operating Segment Performance
As discussed above, the Company conducts its operations through two primary operating business segments: the Aaron’s Business and BrandsMart. Effective April 1, 2022, the Company changed its composition of reportable segments to align the reportable segments with the current organizational structure, which includes separate segments for the Aaron's Business and BrandsMart, along with an Unallocated Corporate category for remaining unallocated costs including equity-based compensation, interest income and expense, information security, executive compensation, legal and compliance, corporate governance, accounting and finance, human resources and other corporate functions. The CARES Act included several tax relief optionsUnallocated Corporate category also includes acquisition-related costs, restructuring charges, goodwill impairment charges, and separation costs for companies, which resulted in the following provisions availableindividual operating segments are not being evaluated.
The Company evaluates segment performance based primarily on revenues and earnings (loss) from operations before unallocated corporate costs, which are evaluated on a consolidated basis and not allocated to the Company:Company's business segments. Intersegment sales between BrandsMart and the Aaron's Business pertaining to BrandsMart Leasing, are completed at retail price. Since the intersegment profit affects cost of goods sold, depreciation and lease merchandise valuation, they are adjusted when intersegment profit is eliminated in consolidation.
Aaron's, Inc. electedThe Company has retroactively adjusted, for all periods presented, its segment disclosures to carryback its 2018 net operating lossesalign with the current composition of $242.2 million to 2013, generating a refund of $84.4 million, which was received in July 2020, and a discrete income tax benefit of $34.2 million recognized during the three months ended March 31, 2020.reportable segments. The discrete tax benefit is the resultdiscussion of the federal income tax rate differential betweenresults of operations for segment performance measures within the "Segment Performance" sections throughout this Management's Discussion and Analysis do not include unallocated corporate expenses.
Highlights
We have been actively monitoring the impact of the current statutory ratechallenging macroeconomic environment, including inflation, rising interest rates, the slowing of 21% andconsumer demand, labor shortages, the 35% rate applicable to 2013.
Throughout 2020, the Company deferred $16.5 million in payroll taxes that it was permitted to defer under the CARES Act, which generally applies to Social Security taxes otherwise due, with 50%ongoing effects of the tax payableCOVID-19 pandemic, and business disruptions due to the ongoing conflict between Russia and Ukraine, on December 31, 2021 and the remaining 50% payable on December 31, 2022.
Certain wages and benefitsall aspects of our business. We anticipate that were paid to furloughed employees are eligible for an employee retention credit of up to 50% of wages paid to eligible associates.
Separate from the CARES Act, the IRS extended the due dates for estimated tax payments for the first and second quarters of 2020 to July 15, 2020. Additionally, many states offered similar deferrals. The Company took advantage of all such extended due dates.
The federal supplement to unemployment payments originally lapsed on July 31, 2020, but has been extended on a prospective basis through September 2021. The current nature and/or extent of future stimulus measures, if any, remains unknown. We cannot be certain that our customersdemanding market conditions will continue making their payments to us at recently experiencedthroughout the remainder of 2023 and beyond, including elevated levels if the federal government does not continue supplemental measures or enact additional stimulus measures, which could result in a significant reduction in the portion of inflation. We anticipate that these headwinds will be partially mitigated by our customers who continue making payments owed to us under their lease-to-own agreements.
Highlightscost cutting and real estate repositioning and optimization strategies further described above.
The following summarizes significant financial highlights from the three months ended March 31, 2021:2023:
We reportedConsolidated revenues of $481.1were $554.4 million in the first quarter of 20212023, an increase of 21.5% compared to $432.8 million for the first quarter of 2020, an increase of 11.1%. This increase is2022, primarily due to the inclusion of BrandsMart in the Company's consolidated results since the April 1, 2022 acquisition date.
Total revenues for the Aaron's Business were $412.1 million in the first quarter of 2023 compared to $456.1 million in the first quarter of 2022, a 14.8% increase in same store revenues, partially offset by the planned net reductiondecrease of 78 company-operated stores and the reduction of 88 franchised stores during the 15-month period ended March 31, 2021. The increase in same store revenues was9.6%. This decrease is primarily driven by a larger same storelower average lease portfolio size which endedduring the fourth quarter, lower lease renewal rate, lower exercise of 2020early purchase options due to a softer tax season, and lower retail sales.
The lease portfolio, excluding BrandsMart Leasing, began 2023 at $86.3$126.5 million, up 3.3%down 7.2% compared to 2019,the beginning of 2022, and ended the first quarter of 20212023 at $85.7$121.9 million, up 6.2%down 7.5% compared to the first quarter of 2020,2022.
E-commerce revenues for the Aaron's Business, based on stores open as of March 31, 2023, increased 12.3% compared to the prior year quarter and strong customer payment activity, includingwere 17.9% and 15.2% of lease revenues (excluding BrandsMart Leasing) during the three months ended March 31, 2023 and 2022, respectively. E-commerce revenues for BrandsMart decreased by 18.5% during the three months ended March 31, 2023 compared to the prior year quarter and were 9.2% of total product revenues during the three months ended March 31, 2023.
During the first quarter of 2023, the Company opened 11 new GenNext locations. Combined with the 211 GenNext locations open at the beginning of the year, total GenNext stores contributed approximately 27% of total lease revenues and fees and retail sales and early purchase option exercises. We believe this was due in part to (a) operational investments includingrevenues for the national rollout of our centralized digital decisioning platform and digital customer onboarding; (b) new direct to consumer marketing programs in both in-store and e-commerce channels; (c) government stimulus payments and supplemental federal unemployment benefits received by a significant portion of our customers; and (d) lower prior period revenues caused byAaron's Business during the temporary closure of our showrooms and a shift to e-commerce and curbside service only for all of our company-operated stores as described above inthree months ended March of 2020.31, 2023.
Earnings before income taxes were $48.6$8.9 million in the first quarter of 20212023 compared to losses before income taxes of $470.3$28.9 million during the prior comparable period, due primarily to a goodwill impairment charge of $446.9 million incurred duringin the first quarter of 2020.2022. Earnings before income taxes duringfor the first quarter of 20212023 were negatively impacted by spin-related separation costs of $4.4 million and restructuring charges of $3.4$5.3 million, acquisition-related intangible amortization expense of $2.6 million, BrandsMart U.S.A. acquisition-related costs of $1.8 million, and separation-related costs of $0.1 million. In addition to the goodwill impairment charge mentioned above, operating results fromEarnings before income taxes for the first quarter of 20202022 were negatively impacted by a $14.7BrandsMart acquisition-related costs of $3.5 million, charge related to an early termination fee for a sales and marketing agreement and restructuring charges of $22.3$3.3 million, and separation-related costs of $0.5 million. We also recognized $5.7 million of incremental allowances during the first quarter of 2020 for lease merchandise write-offs, franchisee accounts receivable, and reserves on the franchise loan guarantees due to the potential adverse impacts of the COVID-19 pandemic.
WeThe Company recorded a net income tax expensebenefit of $12.3$3.9 million during the three months ended March 31, 2021 as2023 compared to a net income tax benefitexpense of $146.5$7.4 million duringfor the first quarter of 2020.same period in 2022. The net incomeeffective tax benefit recognizedrate decreased to (43.9)% for the three months ended March 31, 2023 compared to 25.5% for the same period in 2020 was2022, primarily the result of losses before income taxes of $470.3 million as well as a $34.2 million net tax benefit generated by a net operating loss carryback that the Company recorded pursuantdue to the provisions of the CARES Act, as further discussed above.
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a deferred income tax benefit of $6.6 million generated by the remeasurement of a state deferred tax asset in connection with a change in the expected state apportionment percentages related to the election to treat Aaron’s, LLC, a subsidiary of the Company, as a corporation for income tax purposes effective January 1, 2023.
Net earnings for the first quarter of 2023 were $12.8 million compared to $21.5 million in the prior year period. Diluted earnings per share for the first quarter of 2023 were $0.41 compared with diluted earnings per share of $0.68 in the prior year period.
Key Metrics
Lease Portfolio Size. Our lease portfolio size for the Aaron's Business, excluding BrandsMart Leasing, represents the total balance of collectible lease payments for the next month derived from our aggregate outstanding customer lease agreements at a point in time. As of the end of any period,month, the lease portfolio size is calculated as the lease portfolio size at the beginning of the period plus collectible lease payments for the next month derived from new lease agreements originated in the period less the reduction in collectible lease payments for the next month, primarily as a result primarily of customer agreements that reach full ownership, customer early purchase option exercises, lease merchandise returns, and write-offs, and customer early purchase option exercises.write-offs. Lease portfolio size provides management insight into expected future collectible lease payments. The Company ended the first quarter of 20212023 with a lease portfolio size for all Company operatedCompany-operated Aaron's stores of $128.8$121.9 million, an increasea decrease of 3.6%7.5% compared to the balancelease portfolio size as of March 31, 2020.2022.
Same Store RevenuesLease Renewal Rate.. We believe that changes in same store revenues are a key performance indicatorOur lease renewal rate for the Aaron's Business, excluding BrandsMart Leasing, for any given period represents the weighted average of the Company,monthly lease renewal rates for each month in the period. The monthly lease renewal rate for any month is calculated by dividing (i) the lease revenues collected or renewed related to leased merchandise for such month by (ii) the lease portfolio size as itof the beginning of such month. The lease renewal rate provides management insight into our ability to collect customer payments, including contractually due payments and early purchase options exercised by our current customers. Additionally, this indicator allows management to gain insight into the Company's success in writing new leases into and retaining current customers. Forcustomers within our customer lease portfolio over a given period and provides visibility into expected future customer lease payments and the three months ended March 31, 2021, we calculated this amount by comparing revenuesrelated lease revenue. The lease renewal rate for the three months ended March 31, 2021 to revenues for the three months ended March 31, 2020 for all stores open for the entire 15-month period ended March 31, 2021, excluding stores that received lease agreements from other acquired, closed or merged stores. Same store revenues increased 14.8% during the three months ended March 31, 2021first quarter of 2023 was 88.5%, compared to 89.4% in the first quarter of 2022.
BrandsMart. Key metrics for BrandsMart will be included when prior year comparable period.periods are included in the financial results.
Seasonality
Our revenue mix for the Aaron's Business is moderately seasonal. Adjusting for growth, theThe first quarter of each year generally has higher lease renewal rates and corresponding lease revenues than any other quarter. ThisOur customers will also more frequently exercise the early purchase option on their existing lease agreements or purchase merchandise during the first quarter of the year. We believe that each is primarily due to realizing the full benefit of business that historically gradually increases in the fourth quarter as a result of the holiday season, as well as the receipt by our customers in the first quarter of federal and state income tax refunds. Our customers will more frequently exerciseIn addition, lease portfolio size typically increases gradually in the early purchase option on their existing lease agreements or purchase merchandise off the showroom floor during the firstfourth quarter as a result of the year.holiday season. We expect these trends to continue in future periods.
Due to the seasonality of our business andthe Aaron's Business, as well as the extent of the impact of additional government stimulus, and/or enhanced unemployment benefits to our customers in response to theinflationary and other economic impactspressures and any ongoing effects of the COVID-19 pandemic as discussed above,on our customers, results for any quarter or period are not necessarily indicative of the results that may be achieved for any interim period or a full fiscal year.
Discussion regarding seasonality trends for BrandsMart will be included when prior year comparable periods are included in the financial results.
25
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Key Components of Earnings (Loss) Before Income Taxes
In this management’s discussion and analysis section, we review our condensed consolidated and combined results. 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 periods subsequent to December 1, 2020 and throughthree months ended March 31, 20212023 and comparable prior year period 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 CompanyCompany. The results of BrandsMart, which is presented as a standalone company.
The combined financial statements prepared through November 30, 2020 include all revenues and costs directly attributable to the Company and an allocation of expenses of the Aaron's Business related to certain PROG Holdings corporate functions. These 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 combined financial statements include assets and liabilities specifically attributable to the Company. All intercompany transactions and balances within the Company have been eliminated. Transactions between the Company and PROG Holdings that took place prior to the separation and distributionseparate reportable segment, have been included as invested capital withinin the condensedCompany's consolidated and combined financial statements.results from the April 1, 2022 acquisition date.
For the three months ended March 31, 20212023 and the comparable prior year period,periods, some of the key revenue, cost and expense items that affected earnings (loss) before income taxes were as follows:
Revenues. We separate our total revenues into threefour components: (a) lease revenues and fees; (b) retail revenues; (b)sales (c) non-retail sales; and (c)(d) franchise royalties and other revenues. Lease revenues and retail revenuesfees primarily include all revenues derived from lease agreements at both our company-operated storesAaron's and e-commerce platform, the sale of both new and returned lease merchandise from our company-operated storesBrandsMart Leasing brands and fees from our Aaron's Club program. Lease revenues and retail revenuesfees are recorded net of a provision for uncollectible accounts receivable related to lease renewal payments from lease agreements with customers. Retail sales primarily include the sale of merchandise inventories from our BrandsMart operations and the related warranty revenues, as well as the sale of both new and pre-leased merchandise from our Company-operated Aaron's stores. Non-retail sales primarily represent new merchandise sales to our Aaron's franchisees and, to a lesser extent, sales of Woodhaven manufactured products to third-party retailers. Franchise royalties and other revenues primarily represent fees from the sale of franchise rights and royalty payments from franchisees, as well as other related income from our franchised stores. Franchise royalties and other revenues also include revenues from leasing company-ownedCompany-owned real estate properties to unrelated third parties, as well as other miscellaneous revenues.
CostDepreciation of Lease Merchandise and Retail RevenuesOther Lease Revenue Costs. CostDepreciation of lease merchandise and retail revenuesother lease revenue costs is primarily comprised of the depreciation expense associated with depreciating merchandise held for lease and leased to customers by our company-operatedCompany-operated Aaron's stores, aarons.com and through our e-commerce platform. Cost of lease and retail revenues also includes the depreciated cost of merchandise sold through our company-operated storesBrandsMart Leasing, as well as the costs associated with the Aaron's Club program.
Retail Cost of Sales. Retail cost of sales includes cost of merchandise inventories sold through our BrandsMart U.S.A. stores and the depreciated cost of merchandise sold through our Company-operated Aaron's stores.
Non-Retail Cost of Sales. Non-retail cost of sales primarily represents the cost of merchandise sold to our franchisees.Aaron's franchisees and, to a lesser extent, the cost of Woodhaven's manufactured products sold to third-party retailers.
Personnel Costs. Personnel costs represents total compensation costs incurred for services provided by employeesteam members of the Company as well as an allocationwith the exception of personnelcompensation costs that are eligible for PROG Holdings' corporate and shared function employees for the periods prior to the separation and distribution date.capitalization.
Other Operating Expenses, Net. Other operating expenses, net includes occupancy costs (including rent expense, store maintenance and depreciation expense related to non-manufacturing facilities), shipping and handling, advertising and marketing, intangible asset amortization expense, professional services expense, bank and credit card related fees, an allocation of general corporate expenses from PROG Holdings for the periods prior to the separation and distribution date, and other miscellaneous expenses. Other operating expenses, net also includes gains or losses on sales of company-operatedCompany-operated stores and delivery vehicles, fair value adjustments on assets held for sale and gains or losses on other transactions involving property, plant and equipment, and gains related to property damage and business interruption insurance claim recoveries.equipment. Other operating expenses, net excludes costs that have been capitalized or that are a component of the Company's restructuring programs.
Provision for Lease Merchandise Write-offs.Write-Offs. Provision for lease merchandise write-offs represents charges incurred related to estimated lease merchandise write-offs.
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Restructuring Expenses, Net. Restructuring expenses, net primarily represent the cost of real estate optimization efforts and cost reduction initiatives related to the Company home office and field support functions. Restructuring expenses, net are comprised principally of severance charges, closed store operating lease right-of-use asset impairment and operating lease charges and fixed asset impairment charges, and expenses related to workforce reductions.
Impairmentcharges. Such costs are recorded within the Unallocated Corporate category of Goodwill. There were no impairments of goodwill recorded during the first quarter of 2021. Impairment of goodwill is the write-off of our existing goodwill balance at March 31, 2020 that was recorded in the first quarter of 2020.segment reporting. Refer to Note 1 to these7 of the accompanying condensed consolidated and combined financial statements for further discussionsdiscussion of the interim goodwill impairment assessment and resulting impairment charge.restructuring expenses, net.
Separation Costs. Separation costs represent employee-related expenses associated with the spin offspin-off transaction (as described in the 2022 Annual Report), including employee-related costs, incremental stock-based compensation expense associated with the conversion and modification of unvested and unexercised equity awards and other one-time expenses incurred by the Company in orderto begin to operate as an independent, standalone public entity. Such costs are recorded within the Unallocated Corporate category of segment reporting.
Acquisition-Related Costs. Acquisition-related costs primarily represent third-party consulting, banking and legal expenses associated with the acquisition of BrandsMart U.S.A. in April 2022. Such costs are recorded within the Unallocated Corporate category of segment reporting.
Interest Expense. Interest expense consists primarily of interest incurred on the fixed andCompany's variable rate debt agreements of Aaron's, Inc. Allborrowings, commitment fees on unused balances of the interest expense forCredit Facility (as defined below), as well as the historicalamortization of debt obligations of Aaron's, LLC have been includedissuance costs. Such costs are recorded within the condensed consolidated and combined financial statementsUnallocated Corporate category of The Aaron's Company, Inc. for the periods prior to the separation and distribution date because Aaron's, LLC was the primary obligor for the external debt agreements and is one of the legal entities forming the basis of The Aaron’s Company, Inc.segment reporting.
Other Non-Operating Income (Expense), Net. Other non-operating income (expense), net includes the impact of foreign currency remeasurement, as well as gains and losses resulting from changes in the cash surrender value of company-ownedCompany-owned life insurance related to the Company’s deferred compensation plan. This activity also includedincludes earnings on cash and cash equivalent investments.
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Consolidated Results of Operations – Three months ended March 31, 20212023 and 20202022
 Three Months Ended
March 31,
Change
(In Thousands)20212020$%
REVENUES:
Lease and Retail Revenues$444,087 $398,910 $45,177 11.3 %
Non-Retail Sales29,949 26,846 3,103 11.6 
Franchise Royalties and Other Revenue7,018 7,075 (57)(0.8)
481,054 432,831 48,223 11.1 
COSTS OF REVENUES
Cost of Lease and Retail Revenues151,495 142,003 9,492 6.7 
Non-Retail Cost of Sales26,491 23,581 2,910 12.3 
177,986 165,584 12,402 7.5 
GROSS PROFIT303,068 267,247 35,821 13.4 
Gross Profit %63.0 %61.7 %
OPERATING EXPENSES:
Personnel Costs124,863 115,746 9,117 7.9 
Other Operating Expenses, Net108,366 123,065 (14,699)(11.9)
Provision for Lease Merchandise Write-Offs13,417 23,960 (10,543)(44.0)
Restructuring Expenses, Net3,441 22,286 (18,845)(84.6)
Impairment of Goodwill— 446,893 (446,893)              nmf
Separation Costs4,390 — 4,390               nmf
254,477 731,950 (477,473)(65.2)
OPERATING PROFIT (LOSS)48,591 (464,703)513,294               nmf
Interest Expense(344)(3,799)(3,455)(90.9)
Other Non-Operating Income (Expense), Net402 (1,759)2,161          nmf
EARNINGS (LOSS) BEFORE INCOME TAXES48,649 (470,261)518,910               nmf
INCOME TAX EXPENSE (BENEFIT)12,326 (146,487)158,813               nmf
NET EARNINGS (LOSS)$36,323 $(323,774)$360,097               nmf
The results of BrandsMart, which is presented as a separate reportable segment, have been included in the Company's consolidated results from the April 1, 2022 acquisition date.
 Three Months Ended
March 31,
Change
(In Thousands)20232022$%
REVENUES:
Lease Revenues and Fees$373,795 $409,318 $(35,523)(8.7)%
Retail Sales150,546 12,607 137,939 nmf
Non-Retail Sales23,935 27,827 (3,892)(14.0)
Franchise Royalties and Other Revenues6,085 6,330 (245)(3.9)
554,361 456,082 98,279 21.5 
COSTS OF REVENUES
Depreciation of Lease Merchandise and Other Lease Revenue Costs125,141 136,665 (11,524)(8.4)
Retail Cost of Sales113,529 9,114 104,415 nmf
Non-Retail Cost of Sales19,997 25,356 (5,359)(21.1)
258,667 171,135 87,532 51.1 
GROSS PROFIT295,694 284,947 10,747 3.8 
Gross Profit %53.3%62.5%
OPERATING EXPENSES:
Personnel Costs131,445 121,110 10,335 8.5 
Other Operating Expenses, Net124,145 104,359 19,786 19.0 
Provision for Lease Merchandise Write-Offs20,160 21,957 (1,797)(8.2)
Restructuring Expenses, Net5,289 3,335 1,954 58.6 
Separation Costs129 540 (411)(76.1)
Acquisition-Related Costs1,848 3,464 (1,616)(46.7)
283,016 254,765 28,251 11.1 
OPERATING PROFIT12,678 30,182 (17,504)(58.0)
Interest Expense(4,358)(350)(4,008)nmf
Other Non-Operating Income (Expense), Net572 (927)1,499 nmf
EARNINGS BEFORE INCOME TAXES8,892 28,905 (20,013)(69.2)
INCOME TAX (BENEFIT) EXPENSE(3,906)7,373 (11,279)nmf
NET EARNINGS$12,798 $21,532 $(8,734)(40.6)
nmf—Calculation is not meaningful
Revenues
The following table presents revenue by source for three months ended March 31, 2021 and 2020:
Change
 Three Months Ended
March 31,
2021 vs. 2020
(In Thousands)20212020$%
Lease Revenues and Fees$427,641 $389,379 $38,262 9.8 %
Retail Sales16,446 9,531 6,915 72.6 
Non-Retail Sales29,949 26,846 3,103 11.6 
Franchise Royalties and Fees6,710 6,723 (13)(0.2)
Other308 352 (44)(12.5)
Total Revenues$481,054 $432,831 $48,223 11.1 %
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Lease revenues and fees increased during the three months ended March 31, 2021 primarily due to a 14.8% increase in same store revenues, inclusive of lease revenues and fees and retail sales, and the acquisition of franchised stores during the 15-month period ended March 31, 2021, which resulted in increases of $32.7 million and $5.0 million, respectively. The increase in same store revenues was driven by a larger same store lease portfolio size and strong customer payment activity, including retail sales and early purchase option exercises. We believe this was due in part to (a) operational investments including the national rollout of our centralized digital decisioning platform and digital customer onboarding; (b) new direct to consumer marketing programs in both in-store and e-commerce channels; (c) government stimulus payments and supplemental federal unemployment benefits received by a significant portion of our customers; and (d) lower prior period revenues caused by the temporary closure of our showrooms and a shift to e-commerce and curbside service only for all of our company-operated stores as described above in March of 2020. E-commerce revenues increased 42%Revenues. compared to the prior year quarter andTotal consolidated revenues were approximately 14% and 11% of total lease revenues and fees during the three months ended March 31, 2021 and 2020, respectively.
The increase in non-retail sales is due to higher product demand from franchisees primarily as a result of government stimulus and unemployment benefits received by franchisee customers during the period as well as improved advertising and operational focus, partially offset by a $4.9 million decrease related to the reduction of 88 franchised stores during the 15-month period ended March 31, 2021.
In March 2020, the Company voluntarily closed the showrooms for all of its company-operated stores, and moved to an e-commerce and curbside only service model to protect the health and safety of our customers and associates, while continuing to provide our customers with the essential products they needed such as refrigerators, freezers, mattresses and computers. Since that time, we have reopened all of our store showrooms. There can be no assurances that some portion or all of those showrooms will not close in the future, whether due to COVID-19 pandemic-related government orders or voluntarily by us where we determine that such closures are necessary to protect the health and safety of our customers and associates during the COVID-19 pandemic. Any such closures or restrictions may have an unfavorable impact on the revenues and earnings in future periods, and could also have an unfavorable impact on the Company’s liquidity, as discussed below in the "Liquidity and Capital Resources" section. Although nearly all of the showrooms of company-operated stores had reopened by the end of the second quarter of 2020, changing consumer behavior, such as consumers voluntarily refraining from shopping in-person at those store locations during the COVID-19 pandemic, and ongoing supply chain disruptions, particularly in appliance, furniture, and electronics, could continue to challenge new lease originations in future periods.
Cost of Revenues and Gross Profit
Information about the components of the cost of lease and retail revenues and non-retail sales is as follows:
Change
 Three Months Ended
March 31,
2021 vs. 2020
(In Thousands)20212020$%
Depreciation of Lease Merchandise and Other Lease Revenue Costs$140,976 $135,141 $5,835 4.3 %
Retail Cost of Sales10,519 6,862 3,657 53.3 
Non-Retail Cost of Sales26,491 23,581 2,910 12.3 
Total Costs of Revenues$177,986 $165,584 $12,402 7.5 %
Depreciation of lease merchandise and other lease revenue costs. Depreciation of lease merchandise and other lease revenue costs increased primarily due to a $8.0 million increase related to higher early purchase options exercised and a $2.8 million increase due to higher inventory purchase costs, partially offset by a $3.1 million decrease driven by the planned net reduction of 78 company-operated stores during the 15-month period ended March 31, 2021 and a $1.9 million decrease related to lower levels of idle inventory.
Retail cost of sales. Retail cost of sales increased due to an increase in retail sales primarily driven by government stimulus and unemployment benefits received by a significant portion of our customers during the COVID-19 pandemic.
Non-retail cost of sales. The increase in non-retail cost of sales during the three months ended March 31, 2021 and 2020 is primarily attributable to the increase in non-retail sales, resulting from higher product demand from franchisees as a result of government stimulus and unemployment benefits received by franchisee customers during the period as well as improved advertising and operational focus, partially offset by the reduction of 88 franchised stores during the 15-month period ended March 31, 2021.
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Gross Profit
Gross profit for lease revenues and fees was $286.7 million and $254.2$554.4 million during the three months ended March 31, 2021 and 2020, respectively, which represented2023, a gross profit margin of 67.0% and 65.3% for$98.3 million increase compared to the respective periods. The improvement in gross profit percentageprior year period. This increase was primarily driven by strong customer payment activity, product mix shift, and lower depreciationthe acquisition of BrandsMart U.S.A. on idle inventory,April 1, 2022, which resulted in revenues of $144.2 million in the BrandsMart segment during the first quarter of 2023. This increase was partially offset by lower franchise royalties.a $43.9 million decrease in revenues in the Aaron's Business segment during the three months ended March 31, 2023, as discussed further in the "Segment Performance" section below.
Gross Profit. Consolidated gross profit for retail salesthe Company was $5.9 million and $2.7$295.7 million during the three months ended March 31, 2021 and 2020, respectively,2023, a $10.7 million increase compared to the prior year period. This increase was primarily driven by the acquisition of BrandsMart U.S.A. on April 1, 2022, which represented a gross profit margin of 36.0% and 28.0% for the respective periods. The improvementresulted in gross profit percentage is primarily due toof $35.1 million in the BrandsMart segment during the first quarter of 2023, partially offset by a favorable mix shift from retail sales of returned merchandise to retail sales of new merchandise.
Gross$24.2 million decrease in gross profit for non-retail sales was $3.5 million and $3.3 millionat the Aaron's Business segment during the three months ended March 31, 2021 and 2020, respectively, which represented a gross profit percentage of 11.5% and 12.2% for2023, as discussed further in the respective periods. The decline in gross profit percentage was driven by higher inventory purchase costs in 2021 compared to the prior year comparable period."Segment Performance" section below.
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As a percentage of total consolidated revenues, consolidated gross profit improveddeclined to 63.0%53.3% during the three months ended March 31, 20212023 compared to 61.7%62.5% for the comparable period in 2020. The factors impacting the change in grossprior year primarily due to the increasing proportion of BrandsMart retail sales, which yields a lower profit are discussed above.margin than the Aaron's Business.
Operating Expenses
Personnel costs.Costs. As a percentage of total revenues, personnel costs decreased to 26.0% during the three months ended March 31, 2021 compared to 26.7% during the comparable period in 2020. Personnel costsCosts increased by $9.1$10.3 million during the first quarter of 20212023 due primarily to higher performance-based incentive compensation,the acquisition of BrandsMart U.S.A., which resulted in personnel costs of $17.1 million during the first quarter of 2023, partially offset by the reductioncentralization and optimization of both store support center and field support staffoperational oversight functions as part of our restructuring actions throughout 2020 and 2021, a larger mix of e-commerce, and driving greater efficiencies and use of technology in our store operating model.well as lower incentive based compensation.
Other Operating Expenses, Net. Information about certain significant components of other operating expenses, net for the consolidated Company is as follows:
Three Months Ended
March 31,
Change Three Months Ended
March 31,
Change
(In Thousands)(In Thousands)20212020$%(In Thousands)20232022$%
Occupancy CostsOccupancy Costs43,309 44,263 (954)(2.2)Occupancy Costs$56,279 $45,682 $10,597 23.2 
Shipping and HandlingShipping and Handling13,265 12,973 292 2.3 Shipping and Handling15,847 15,253 594 3.9 
Advertising CostsAdvertising Costs17,385 11,042 6,343 57.4 Advertising Costs12,955 10,700 2,255 21.1 
Intangible AmortizationIntangible Amortization1,684 1,842 (158)(8.6)Intangible Amortization2,646 764 1,882 nmf
Professional ServicesProfessional Services3,035 19,041 (16,006)(84.1)Professional Services3,715 3,488 227 6.5 
Bank and Credit Card Related FeesBank and Credit Card Related Fees5,382 4,684 698 14.9 Bank and Credit Card Related Fees8,101 5,562 2,539 45.6 
Gains on Insurance Recoveries(39)— (39)              nmf
Gains on Asset and Store Dispositions and Assets Held For Sale, net(1,223)115 (1,338)              nmf
Gains on Dispositions of Store-Related Assets, netGains on Dispositions of Store-Related Assets, net(823)(4,450)3,627 81.5 
Other Miscellaneous Expenses, netOther Miscellaneous Expenses, net25,568 29,105 (3,537)(12.2)Other Miscellaneous Expenses, net25,425 27,360 (1,935)(7.1)
Other Operating Expenses, netOther Operating Expenses, net$108,366 $123,065 $(14,699)(11.9)%Other Operating Expenses, net$124,145 $104,359 $19,786 19.0 %
nmf—Calculation is not meaningful
As a percentage of total revenues, other operating expenses, net decreased to 22.5%22.4% for the first quarter of 20212023 from 28.4%22.9% in the same period in 2020.2022.
Occupancy costs decreasedincreased during the three months ended March 31, 2023 primarily due to the acquisition of BrandsMart U.S.A., which resulted in occupancy costs of $10.1 million during the first quarter of 2023 as well as higher rent, maintenance and utility costs at Aaron's stores, and higher depreciation of property, plant and equipment associated with newer Company-operated Aaron's store locations under our repositioning and optimization initiatives. These increases were partially offset by lower occupancy costs due to the planned net reduction of 78 company-operated44 Company-operated Aaron's stores during the 15-month period ended March 31, 2021,2023.
Shipping and handling costs increased primarily due to higher fuel and distribution costs at the Aaron's Business driven by inflationary and other economic pressures during the first quarter of 2023, partially offset by higher maintenance costs.softer demand during the three months ended March 31, 2023 as compared to the same period in the prior year.
Advertising costs increased primarily due to reduced vendor marketing contributions recorded as a reduction to advertising costs resulting from a shift towards brand-focused digital media advertising spend at the Aaron's Business as well as the acquisition of BrandsMart U.S.A., which reduced vendor marketing contributions.
Professional services decreasedresulted in additional advertising costs of $0.7 million during the first quarter of 20212023, partially offset by overall lower advertising spend at the Aaron's Business during the three months ended March 31, 2023 as compared to the same period in 20202022.
Intangible amortization increased primarily due primarily to an early termination feethe amortization of $14.1 million for a sales and marketing agreement that was recorded duringintangible assets acquired in the first quarter of 2020.BrandsMart U.S.A. acquisition.
Bank and credit card related fees increased during the first quarter of 2021 compared to the same period in 2020 primarily due to higher utilizationthe acquisition of BrandsMart U.S.A., which resulted in bank and credit and debit cards by our customers, more payments due to strong customer payment activity, and more leasescard related fees of $3.0 million in our portfolio as ofthe BrandsMart segment during the three months ended March 31, 2021.2023.
Gains on asset dispositions increasedof store-related assets, net decreased primarily due to a $1.1$3.8 million gain related to a sale and leaseback transaction of three Company-owned Aaron's store properties recorded during the three months ended March 31, 2022. There were no sale of Company-owned vehicles.and leaseback transactions during the three months ended March 31, 2023.
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Other miscellaneous expenses, net primarily represent the depreciation of IT-related property, plant and equipment, software licensing expenses, franchisee-related reserves, and other expenses. The primary decrease wasin this category is primarily due to the receipt in January 2023 of a $3.8 million from the settlement of a class action lawsuit related to alleged anti-competitive conduct by several manufacturers of cathode ray tubes, partially offset by the reductionacquisition of BrandsMart U.S.A., which resulted in the provision for franchisee-related losses during the first quarterother miscellaneous expenses of 2021 as compared to the prior period.$2.7 million. The remaining expenses within this category did not fluctuate significantly on an individual basis versus the prior year.
Provision for lease merchandise write-offsLease Merchandise Write-Offs. The provision for lease merchandise write-offs as a percentage of lease revenues and fees decreased to 3.1% for the Aaron's Business was 5.4% for both the three months ended March 31, 2021 compared to 6.2% for the comparable period in 2020. This decrease was primarily driven by strong customer payment activity, strong operational focus,2023 and the impact of improved decisioning technology.2022. During the first quarter of 2020,2023, although a softer income tax refund season, inflation, and other economic pressures within the Company recorded an incrementalbroader macroeconomic environment continued to impact the liquidity of our customers which resulted in lower lease renewal rates, decisioning enhancements made in 2022 also contributed to lower write-offs of lease merchandise and a lower provision of $2.7 million due to potential adverse impacts of the COVID-19 pandemic.for lease merchandise write-offs.
Restructuring expenses, netExpenses, Net. Restructuring activity for the three months ended March 31, 20212023 resulted in expenses of $3.4$5.3 million, which were primarily comprised of $2.2 million of severance charges primarily related to the Company's January 2023 headcount reduction of its store support center and Aaron's Business store oversight functions, $1.9 million of continuing variable occupancy costs incurred related to previously closed stores and $0.9 million of operating lease right-of-use asset and fixed asset impairment for company-operatedCompany-operated stores identified for closure during 2021, $1.1 million of common area maintenance and other variable charges and taxes incurred related to closed stores, and $0.1 million of other restructuring related charges.closure. Restructuring expenses for the three months ended March 31, 20202022 were $22.3$3.3 million and were primarily duecomprised of $1.4 million of continuing variable occupancy costs incurred related to the identificationprevious closed stores, $1.4 million of 105operating lease right-of-use asset and fixed asset impairment for Company-operated stores identified for closure during the quarter as well as a changeand severance of $0.4 million related to reductions in estimates of future sublease activity for vacant properties which resulted in incremental expense.
Impairment of goodwill. During the first quarter of 2020, we recorded a loss of $446.9 million to fully write-off our existing goodwill balance as of March 31, 2020. Refer to Note 1 of these condensed consolidated and combined financial statements for further discussion of the interim goodwill impairment assessment and resulting impairment charge.store support center headcount.
Separation costsCosts. Separation costs represent expenses associated withrecognized during the separationthree months ended March 31, 2023 and distribution, including employee-related costs,2022 were $0.1 million and $0.5 million, respectively, and primarily represent incremental stock-based compensation expense associated with the conversion and modification of unvested and unexercised equity awards associated with the spin-off transaction (as described in the 2022 Annual Report) that occurred in 2020.
Acquisition-Related Costs. Acquisition-related costs recognized during the three months ended March 31, 2023 and other one-time2022 were $1.8 million and $3.5 million, respectively, and primarily represent third-party consulting, banking and legal expenses incurred byassociated with the Company in order to operate as an independent, separate publicly traded Company.acquisition of BrandsMart U.S.A.
Operating Profit (Loss)
Interest expense.Expense. Interest expense decreasedExpense increased to $0.3$4.4 million for three months ended March 31, 20212023 from $3.8$0.4 million for the three months ended March 31, 2020, which is2022. Interest expense for the resultthree months ended March 31, 2023 consists primarily of interest on the Company's variable rate borrowings under the Credit Facility and commitment fees on unused balances, as well as the amortization of debt issuance costs. Interest expense for the three months ended March 31, 2022 consists primarily of commitment fees on unused balances of the full repayment of the outstanding borrowings of $285.0 million under theCompany's previous Aaron's, Inc. revolving credit and term loan agreement and senior unsecured notes in conjunction withfacility, as well as the separation and distribution in the fourth quarteramortization of 2020.debt issuance costs.
Other non-operating income (expense), net. Other non-operating income (expense), net includes (a) the impact of foreign currency remeasurement; (b) net gains and losses resulting from changes in the cash surrender value of company-ownedCompany-owned life insurance related to the Company's deferred compensation plan; (b) the impact of foreign currency remeasurement; and (c) earnings on cash and cash equivalent investments. The changes in the cash surrender value of Company-owned life insurance resulted in net gains of $0.6 million and net losses of $0.9 million during the three months ended March 31, 2023 and 2022, respectively. Foreign currency remeasurement net lossesgains resulting from changes in the value of the U.S. dollar against the Canadian dollar and earnings on cash and cash equivalent investments were not significant during the three months ended March 31, 20212023 or 2020. The changes in the cash surrender value of Company-owned life insurance resulted in net gains of $0.4 million and net losses of $1.9 million for the three months ended March 31, 2021 and 2020, respectively.2022.
Income Tax (Benefit) Expense (Benefit)
The Company recorded a net income tax expensebenefit of $12.3$3.9 million during the three months ended March 31, 20212023 compared to a net income tax benefitexpense of $146.5$7.4 million for the same period in 2020.2022. The effective tax rate decreased to (43.9)% for the three months ended March 31, 2023 compared to 25.5% for the same period in 2022. The net income tax benefit recognized in the first quarter of 20202023 and resulting effective tax rate was primarily the result of losses before income taxes of $470.3 million during the period as well as discrete tax benefits generated by the provisions of the CARES Act. The CARES Act, among other things, (a) waived the 80% taxable income limitation on the use of net operating losses which was previously set forth under the Tax Cuts and Jobs Act of 2017 and (b) provided that net operating losses arising indue to a taxable year beginning after December 31, 2017 and before January 1, 2021 may be treated as a carryback to each of the five preceding taxable years. Aaron's, Inc. elected to carryback its 2018 net operating losses of $242.2 million to 2013 which resulted in a discretedeferred income tax benefit of $34.2$6.6 million recognizedgenerated by the remeasurement of state deferred tax assets in connection with a change in the expected state apportionment percentages related to the election to treat Aaron’s, LLC, a subsidiary of the Company, as a corporation for income tax purposes effective January 1, 2023. The Company also had a deferred income tax benefit of $0.7 million generated by the remeasurement of state deferred tax assets in connection with the BrandsMart U.S.A. acquisition.
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Segment Performance – Three months ended March 31, 2023 and 2022
Aaron's Business Segment Results
Revenues. The following table presents revenue by source for the Aaron's Business segment for the three months ended March 31, 2023 and 2022:
 Three Months Ended
March 31,
Change
(In Thousands)20232022$%
Lease Revenues and Fees$373,795 $409,318 $(35,523)(8.7)%
Retail Sales8,318 12,607 (4,289)(34.0)
Non-Retail Sales23,935 27,827 (3,892)(14.0)
Franchise Royalties and Fees5,898 6,118 (220)(3.6)
Other187 212 (25)(11.8)
Total Revenues - Aaron's Business$412,133 $456,082 $(43,949)(9.6)%
The decreases in lease revenues and fees and retail sales during the three months ended March 31, 2020. 2023 were primarily due to a smaller average lease portfolio size during the period, a lower lease renewal rate, fewer exercises of early purchase options, and lower retail sales compared to the prior year period.
E-commerce revenues, based on stores open as of March 31, 2023, increased 12.3%compared to the prior year quarter and were 17.9% and 15.2% of lease revenues (excluding BrandsMart Leasing) during the three months ended March 31, 2023 and 2022, respectively.
The discrete tax benefitdecrease in non-retail sales is primarily due to comparatively lower product demand from Aaron's franchisees than in the first quarter of 2022. Non-retail sales also decreased by $3.9 million due to the reduction of 5 franchised Aaron's stores during the 15-month period ended March 31, 2023.
The decrease in franchise royalties and fees is primarily the result of the federal income taxreduction of 5 franchised Aaron's stores during the 15-month period ended March 31, 2023.
Gross Profit and Earnings Before Income Taxes.
 Three Months Ended
March 31,
Change
(In Thousands)20232022$%
Gross Profit$260,706 $284,947 $(24,241)(8.5)%
Earnings Before Income Taxes35,859 52,161 (16,302)(31.3)
As a percentage of total revenues, gross profit for the Aaron's Business improved to 63.3% during the three months ended March 31, 2023 compared to 62.5% for the comparable period in 2022. The factors impacting the change in gross profit are discussed below.
Gross profit for lease revenues and fees for the Aaron's Business was $248.4 million and $272.7 million during the three months ended March 31, 2023 and 2022, respectively, which represented a gross profit margin of 66.5% and 66.6% for the respective periods. The decline in gross profit margin is primarily driven by a lower lease renewal rate differential betweenand higher levels of idle inventory in 2023 as compared to 2022, partially offset by lower exercises of early payout options.
Gross profit for retail sales for the current statutory rateAaron's Business was $2.3 million and $3.5 million during the three months ended March 31, 2023 and 2022, respectively, which represented a gross profit margin of 21%27.5% and 27.7% for the 35% rate applicablerespective periods. The decline in gross profit margin is primarily due to 2013.an unfavorable mix shift from retail sales of new merchandise to retail sales of returned merchandise during the three months ended March 31, 2023.
Gross profit for non-retail sales for the Aaron's Business was $3.9 million and $2.5 million during the three months ended March 31, 2023 and 2022, respectively, which represented a gross profit margin of 16.5% and 8.9% for the respective periods. The effective tax rate decreasedincrease in gross margin is primarily due to 25.3% fora reduction in inventory costs during the first quarter of 2021 compared to 31.2%2023 combined with pricing initiatives implemented following inventory product cost increases over the last 12 months.
Earnings before income taxes for the same period in 2020Aaron's Business segment decreased by $16.3 million during the three months ended March 31, 2023 primarily due primarily to the impact of the discrete income tax benefit on our 2020 book loss as described above.$24.2 million decrease in gross profit, partially offset by lower personnel costs.
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BrandsMart Segment Results
 Three Months Ended
March 31,
Change
(In Thousands)20232022$%
Retail Sales$144,158 $— $144,158 nmf
Gross Profit35,135 — 35,135 nmf
(Losses) Before Income Taxes(888)— (888)nmf
nmf—Calculation is not meaningful
Revenues. BrandsMart segment revenues, entirely comprised of retail sales, have been included in the Company's consolidated results from the April 1, 2022 acquisition date and were $144.2 million during the three months ended March 31, 2023.
Gross Profit. Gross profit for the BrandsMart segment has been included in the Company's consolidated results from the April 1, 2022 acquisition date and was $35.1 million during the three months ended March 31, 2023. As a percentage of revenues, gross profit for the BrandsMart segment was 24.4% during the three months ended March 31, 2023.
Losses before Income Taxes. The BrandsMart segment reported a loss before income taxes of $0.9 million during the three months ended March 31, 2023, which can be attributed to seasonality, as the first quarter of the year typically experiences the lowest sales volume compared to any other quarter.
Overview of Financial Position
The major changes in the condensed consolidated balance sheet from December 31, 20202022 to March 31, 20212023 include:
Cash and cash equivalents decreased $15.1increased $16.6 million to $61.1$44.3 million at March 31, 2021.2023. For additional information, refer to the "Liquidity and Capital Resources" section below.
Operating lease right-of-use assetsOther intangibles decreased $9.5$2.7 million due to impairment charges recorded in connection with restructuring actions,amortization expense recognized during the early buyout of approximately 800 leased delivery vehicles,three months ended March 31, 2023.
Debt decreased $20.3 million primarily due to net repayments made on the Revolving Facility and regularly scheduled amortization of right-of-use assets.Term Loan during the three months ended March 31, 2023. Refer to the "Liquidity and Capital Resources" section below for further details regarding the Company’s financing arrangements.
Liquidity and Capital Resources
General
Our primary uses of capital consisthave historically consisted of (a) buying merchandise; (b) personnel expenditures; (c) purchases of property, plant and equipment, including leasehold improvements for our new store concept and operating model; (d) expenditures related to corporate operating activities; (e) income tax payments; and (f) expenditures for acquisitions, including franchisee acquisitions. Prior to the separationThe Company also periodically repurchases common stock and distribution transaction, our capital requirements were financed through:pays quarterly cash dividends.
cash on hand;
cash flows from operations;
Aaron's, Inc. private debt offerings;
Aaron's, Inc. bank debt; and
Aaron's, Inc. stock offerings.
As of March 31, 2021, the Company had $61.1 million of cash and $234.4 million of availability under its $250.0 million senior unsecured revolving credit facility (the "Revolving Facility"). We currently expect to finance our primary capital requirements through cash flows from operations, and as necessary, borrowings under our Revolving Facility. The Credit Facility provides for a $175 million term loan (the "Term Loan") and a $375 million revolving credit facility (the "Revolving Facility"), which includes (i) a $35 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $35 million sublimit for swing line loans on customary terms. As of March 31, 2023, the Company had $44.3 million of cash and $307.8 million of availability under its $375.0 million unsecured credit facility (the "Credit Facility") which is further described in Note 4 to the condensed consolidated financial statements.
Cash Provided by Operating Activities
Cash provided by operating activities was $20.2$61.0 million and $56.8$29.1 million during the three months ended March 31, 20212023 and 2020,2022, respectively. The $36.6 million decreaseincrease in operating cash flows was primarily driven by higherlower lease merchandise purchases and the inclusion of BrandsMart U.S.A. operating results subsequent to the April 1, 2022 acquisition date, partially offset by improveda lower lease portfolio performance resulting from strong customer payment activity.renewal rate during the three months ended March 31, 2023 as inflation, a softer income tax refund season, and other economic pressures within the broader macroeconomic environment continued to impact the liquidity of our customers. Other changes in cash provided by operating activities are discussed above in our discussion of results for the three months ended March 31, 2021.2023.
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Cash Used in Investing Activities
Cash used in investing activities was $23.4$18.1 million and $21.7$17.1 million during the three months ended March 31, 20212023 and 2020,2022, respectively. The $1.7$1.0 million increase in investing cash outflows was primarily due to $5.3$6.0 million higherlower proceeds from the sale of property, plant and equipment, partially offset by $4.9 million lower cash outflows for purchases of property, plant and equipment partially offset by $1.8 million higher proceeds from the sale of property, plant and equipmentprimarily related to GenNext initiatives, during the first quarter of 2021three months ended March 31, 2023 compared to the prior year period.
Cash (Used in) Provided byUsed in Financing Activities
Cash used in financing activities was $11.8$26.3 million during the three months ended March 31, 20212023 compared to cash provided byused in financing activities of $394.7$21.3 million during the three months ended March 31, 2020, respectively.2022. The $406.6$5.0 million changeincrease in financing cash flows was primarily due to cash inflows during the three months ended March 31, 2020 from (i) net borrowings of debt of $305.7 million and (ii) net transfers from Former Parent of $90.5 million, compared to cash outflows during the three months ended March 31, 20212023 was primarily due to a $10.3 million increase in net repayments of (i) $5.7the Company's borrowings under its Revolving Facility, partially offset by $4.7 million in share repurchases and (ii) $3.4 million in dividends paid.
Share Repurchases
At management's request, during its March 2021 meetinglower outflows related to the Boardrepurchase of Directors authorized management to purchase the Company's common stock upduring the three months ended March 31, 2023 compared to an aggregate amount of $150.0 million. This authorization expires on December 31, 2023.the prior year period.
Share Repurchases
During the three months ended March 31, 2021,2023, the Company purchased 252,200did not repurchase any shares for $6.3 million. Asof its common stock. The Company's remaining share repurchase authorization was $133.5 million as of March 31, 2021, we have the authority to purchase additional shares up to our remaining authorization limit of $143.7 million.
32


2023.
Dividends
At itsIn March 2021 meeting, our2023, the Board of Directors approved a quarterly dividend of $0.10$0.1250 per share.share, which was paid to shareholders on April 4, 2023. Aggregate dividend payments for the three months ended March 31, 20212023 were $3.4 million. WeAlthough we expect to continue paying thisto pay a quarterly cash dividend, subjectthe timing, declaration, amount and payment of future dividends to further approval fromshareholders falls within the discretion of our Board of Directors.Board. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividend.
Debt Financing
As of March 31, 2021,2023, the Company did not have anytotal available credit under the $375.0 million revolving component of our Credit Facility (defined below) was $307.8 million, which reflects $50.0 million of outstanding borrowings under the Revolving Facility under which all borrowings and commitments will mature or terminate on November 9, 2025. The total available credit under our revolving credit facility as of March 31, 2021 was $234.4 million, which was reduced by approximately $15.6$17.2 million for our outstanding letters of credit.
On April 1, 2022, the Company entered into a new unsecured credit facility (the "Credit Facility") which replaced its previous $250 million unsecured credit facility dated as of November 9, 2020 (as amended, the "Previous Credit Facility") which is further described in Note 8 to the consolidated and combined financial statements of the 2022 Annual Report. The new Credit Facility provides for a $175 million Term Loan and a $375 million Revolving Facility, which includes (i) a $35 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $35 million sublimit for swing line loans on customary terms. The Company borrowed $175 million under the Term Loan and $117 million under the Revolving Facility to finance the BrandsMart U.S.A. acquisition.
Borrowings under the Revolving Facility and the Term Loan bear interest at a rate per annum equal to, at the option of the Company, (i) the forward-looking term rate based on the Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging between 1.50% and 2.25%, based on the Company’s Total Net Debt to EBITDA Ratio (as defined in the Credit Facility agreement), or (ii) the base rate (as defined in the Credit Facility) plus an applicable margin, which is 1.00% lower than the applicable margin for SOFR loans.
The loans and commitments under the Revolving Facility mature or terminate on April 1, 2027. The Term Loan amortizes in quarterly installments, commencing on December 31, 2022, in an aggregate annual amount equal to (i) 2.50% of the original principal amount of the Term Loan during the first and second years after the closing date, (ii) 5.00% of the original principal amount of the Term Loan during the third, fourth and fifth years after the closing date, with the remaining principal balance of the Term Loan to be due and payable in full on April 1, 2027.
The Credit Facility contains customary financial covenants which include requirements that we maintain ratiosincluding (a) a maximum Total Net Debt to EBITDA Ratio of (a) fixed charge coverage of no less than 1.75:2.75 to 1.00 and (b) total net leveragea minimum Fixed Charge Coverage Ratio of no greater than 2.50:1.75 to 1.00.
If we fail to comply with these covenants, we will be in default under these agreements, and all borrowings outstanding could become due immediately. Under the RevolvingCredit Facility and the Franchise Loan Facility (as defined below), we may pay cash dividends in any year so long as, after giving pro forma effect to the dividend payment, we maintain compliance with our financial covenants and no event of default has occurred or would result from the payment. We are in compliance with all of these covenants at March 31, 2021.2023.
41


Commitments
Income Taxes
During the three months ended March 31, 2021,2023, we madereceived net income tax paymentsrefunds of $0.9$0.1 million. Within the next nine months, we anticipate making estimated cash payments of $15.0 million for federal income taxes and $4.0 million for U.S. federal income taxes, $9.0 million for state income taxes, and $0.4 million for Canadian income taxes.
The Tax Cuts and Jobs Act of 2017, which was enacted in December 2017, provides for 100% expense deduction of certain qualified depreciable assets, including lease merchandise inventory, purchased by the Company after September 27, 2017 (but would be phased down starting in 2023). Because of our sales and lease ownership model, in which the Company remains the owner of merchandise on lease, we benefit more from bonus depreciation, relatively, than traditional furniture, electronics and appliance retailers.
We estimate the deferred tax liability associated with bonus depreciation from the Tax Act and the prior tax legislation is approximately $129.0$136.0 million as of December 31, 2020,2022, of which approximately 75%73% is expected to reverse as a deferred income tax benefit in 20212023 and most of the remainder during 2022.2024. These amounts exclude bonus depreciation the Company will receive on qualifying expenditures after December 31, 2020.2022.
Franchise Loan Guaranty
We have guaranteed the borrowings of certain independent franchisees under a franchise loan agreement (the "Franchise Loan Facility") with banksa bank that are partiesis a party to our Revolving Facility. The
As further described in Note 4 to these accompanying condensed consolidated financial statements, a new Franchise Loan Facility has aagreement was entered into by the Company on April 1, 2022. This new agreement reduced the total commitment of $25.0under the Franchise Loan Facility, from $15.0 million to $12.5 million and expiresextended the commitment termination date to March 31, 2023. On February 10, 2023, the Company amended its Franchise Loan Facility to extend the maturity date from March 31, 2023 to March 30, 2024. Subsequently on November 16, 2021.February 23, 2023, the Company amended its Franchise Loan Facility to reduce the total commitment amount from $12.5 million to $10.0 million. We are able to request an additional 364-day extensionsextension of our franchise loan facility,Franchise Loan Facility, as long as we are not in violation of any of the covenants under that facility or our Revolving Facility, and no event of default exists under those agreements, until such time as our Revolving Facility expires. We wouldcurrently expect to include a franchise loan facility as part of any extension or renewal of our Revolving Facility thereafter. At March 31, 2021,2023, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $17.0$4.3 million, which would be due in full within 75 days of the event of default.
Since the inception of the franchise loan program in 1994, losses associated with the program have been immaterial.insignificant. However, there cansuch losses could be no assurance that the Company will not incursignificant in a future losses on outstanding franchisee borrowings under the Franchise Loan Facilityperiod due to potential adverse trends in the liquidity and/or financial performance of Aaron's franchisees resulting in an event of defaultsdefault or impending defaults by franchisees. The Company records a liability related to estimated future losses from repaying the franchisees' outstanding debt obligations upon any possible future events of default. This liability is included in accounts payable and accrued expenses in the condensed consolidated balance sheets and was $2.2$1.0 million and $2.4$1.3 million as of March 31, 20212023 and December 31, 2020,2022, respectively. The liability for both periods included qualitative consideration of potential losses, due toincluding uncertainties related to current and forecasted business trends including, but not limited to, the impacts of the COVID-19 pandemic and the corresponding unknown effect onimpacting the operations and liquidity of our franchisees.
33


Uncertainties include inflationary and other economic pressures in the current macroeconomic environment and the normalization of business trends associated with the COVID-19 pandemic.
Contractual Obligations and Commitments
As part of our ongoing operations, we enter into various arrangements that obligate us to make future payments, including debt agreements, operating leases, and other purchase obligations. The future cash commitments owed under these arrangements generally fluctuate in the normal course of business as we, for example, borrow on or pay down our revolving lines of credit, make scheduled payments on leases or purchase obligations, and renegotiate arrangements or enter into new arrangements. There were no material changes outside the normal course of business in our material cash commitments and contractual obligations from those reported in the 20202022 Annual Report.
Critical Accounting PoliciesEstimates
Refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies"Estimates" in the 20202022 Annual Report.
Recent Accounting Pronouncements
Refer to Note 1 to the condensed consolidated and combined financial statements for a discussion of recently issued accounting pronouncements, including pronouncements that were adopted in the current year.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of March 31, 2021,2023, the Company did not have anyhad $222.8 million of borrowings outstanding borrowings under its Revolving Facility.the Credit Facility, further described in Note 4 to the condensed consolidated financial statements. Borrowings under the RevolvingCredit Facility are indexedbear interest at a rate per annum equal to, at the LIBOoption of the Company, (i) the forward-looking term rate based on the SOFR plus an applicable margin ranging between 1.50% and 2.25%, based on the Company’s Total Net Debt to EBITDA Ratio, or (ii) the primebase rate (as defined in the Credit Facility) plus an applicable margin, which is 1.00% lower than the applicable margin for SOFR loans. The variable rates associated with these facilities exposes us to the risk of increased interest costs if interest rates rise while we have outstanding borrowings. borrowings tied to variable rates.
In March 2023, the Company entered into an interest rate swap agreement for an aggregate notional amount of $100.0 million with a forward effective date of April 28, 2023 and a termination date of March 31, 2027. The purpose of this hedge is to limit the Company's exposure of its variable interest rate debt by effectively converting it to fixed interest rate debt. Based on the Company’s variable-rate debt outstanding as of March 31, 2023, a hypothetical 10% increase or decrease in interest rates would increase or decrease interest expense by approximately $1.5 million on an annualized basis.
We do not use any other significant market risk sensitive instruments to hedge commodity, foreign currency or other risks, and hold no market risk sensitive instruments for trading or speculative purposes.

3443


ITEM 4.CONTROLS AND PROCEDURES
Disclosure Controls and Procedures.
An evaluation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was carried out by management, with the participation of the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as of the end of the period covered by this Quarterly Report on Form 10-Q.
This evaluation is performed to determine if our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’sUnited States Securities and Exchange Commission’s rules and forms. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Based on management’s evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the date of the evaluation to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Changes in Internal Control Over Financial Reporting.
ThereIn April 2022, the Company acquired BrandsMart U.S.A. The Company is currently in the process of integrating BrandsMart into its assessment of its internal control over financial reporting. Management's assessment and conclusions on the effectiveness of our disclosure controls and procedures as of March 31, 2023 excludes an assessment of the internal control over financial reporting of BrandsMart. BrandsMart's operations represented approximately 22% and 30% of the Company's total assets and net assets, respectively, as of March 31, 2023 and 26% of the Company's total revenues for the three months ended March 31, 2023.
Other than as described above, there were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act, of 1934, during the three months ended March 31, 20212023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
3544


PART II – OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
From time to time, we are party to various legal proceedings arising in the ordinary course of business. While any proceeding contains an element of uncertainty, we do not currently believe that any of the outstanding legal proceedings to which we are a party will have a material adverse impact on our business, financial position or results of operations. However, an adverse resolution of a number of these items may have a material adverse impact on our business, financial position or results of operations. For further information, see Note 46 to the condensed consolidated and combined financial statements, which discussion is incorporated herein by reference.
ITEM 1A.RISK FACTORS
The risk factors that affect our business and financial results are discussed in Part I, Item 1A, of the 20202022 Annual Report. There are no material changes to the risk factors previously disclosed, nor have we identified any previously undisclosed risks that could materially adversely affect our business and financial results.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents our share repurchase activity for the three months ended March 31, 2021:2023:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 1
January 1, 2021 through January 31, 2021— — — $150,000,000 
February 1, 2021 through February 28, 2021— — — 150,000,000 
March 1, 2021 through March 31, 2021252,200 $24.90 252,200 143,719,824 
Total252,200 252,200 
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 1
January 1, 2023 through January 31, 2023— — — $133,517,323 
February 1, 2023 through February 28, 2023— — — 133,517,323 
March 1, 2023 through March 31, 2023— — — 133,517,323 
Total— — 
1Share repurchases are conducted under authorizations made from time to time by the Company’s Board of Directors.our Board. The most recent authorization was publicly announced on March 3, 2021 and2, 2022, which increased the Company's share repurchase authorization amount to $250.0 million from the previous authorized the repurchase of shares up to a maximum amount of $150.0 million.million, and extended the maturity date by one year to December 31, 2024. Subject to the terms of theour Board's authorization and applicable law, repurchases may be made at such times and in such amounts as the Company deems appropriate through December 31, 2023.2024. Repurchases may be discontinued at any time.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
None.
ITEM 5.OTHER INFORMATION
None.
3645


ITEM 6.EXHIBITS
EXHIBIT
NO.
DESCRIPTION OF EXHIBIT
31.1*
31.2*
32.1*
32.2*
101.INSXBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021,2023, formatted in Inline XBRL (included in Exhibit 101)
*Filed herewith.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934,1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
THE AARON’S COMPANY, INC.
(Registrant)
Date:April 27, 202124, 2023By:/s/ C. Kelly Wall
C. Kelly Wall
Chief Financial Officer
(Principal Financial Officer)
Date:April 27, 202124, 2023By:/s/ Douglass L. Noe
Douglass L. Noe
Vice President, Corporate Controller
(Principal Accounting Officer)
3847