Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 1-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'AAN | ' |
Entity Registrant Name | 'AARON'S INC | ' |
Entity Central Index Key | '0000706688 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 72,231,527 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS: | ' | ' |
Cash and Cash Equivalents | $290,680 | $231,091 |
Investments | 106,441 | 112,391 |
Accounts Receivable (net of allowances of $4,587 in 2014 and $7,172 in 2013) | 60,863 | 68,684 |
Lease Merchandise (net of accumulated depreciation of $565,682 in 2014 and $594,436 in 2013) | 871,861 | 869,725 |
Property, Plant and Equipment at Cost (net of accumulated depreciation and amortization of $203,480 in 2014 and $197,904 in 2013) | 230,792 | 231,293 |
Goodwill | 238,298 | 239,181 |
Other Intangibles, Net | 2,944 | 3,535 |
Prepaid Expenses and Other Assets | 52,922 | 55,436 |
Assets Held For Sale | 6,429 | 15,840 |
Total Assets | 1,861,230 | 1,827,176 |
LIABILITIES & SHAREHOLDERS’ EQUITY: | ' | ' |
Accounts Payable and Accrued Expenses | 270,220 | 243,910 |
Accrued Regulatory Expense | 28,400 | 28,400 |
Deferred Income Taxes Payable | 199,821 | 226,958 |
Customer Deposits and Advance Payments | 41,721 | 45,241 |
Debt | 142,053 | 142,704 |
Total Liabilities | 682,215 | 687,213 |
Commitments and Contingencies | ' | ' |
Shareholders’ Equity: | ' | ' |
Common Stock, Par Value $.50 Per Share; Authorized: 225,000,000 Shares at March 31, 2014 and December 31, 2013; Shares Issued: 90,752,123 at March 31, 2014 and December 31, 2013 | 45,376 | 45,376 |
Additional Paid-in Capital | 221,882 | 198,182 |
Retained Earnings | 1,239,041 | 1,202,219 |
Accumulated Other Comprehensive Loss | -68 | -64 |
Stockholders' Equity before Treasury Stock, Total | 1,506,231 | 1,445,713 |
Common Stock: 18,535,125 Shares at March 31, 2014 and 17,795,293 Shares at December 31, 2013 | -327,216 | -305,750 |
Total Shareholders’ Equity | 1,179,015 | 1,139,963 |
Total Liabilities & Shareholders’ Equity | $1,861,230 | $1,827,176 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts Receivable, allowances | $4,587 | $7,172 |
Lease Merchandise, Accumulated Depreciation | 565,682 | 594,436 |
Property, Plant and Equipment at Cost, accumulated depreciation and amortization | $203,480 | $197,904 |
Common Stock, Par Value | $0.50 | $0.50 |
Common Stock, Shares Authorized | 225,000,000 | 225,000,000 |
Common Stock, Shares Issued | 90,752,123 | 90,752,123 |
Treasury Shares | 18,535,125 | 17,795,293 |
Consolidated_Statements_of_Ear
Consolidated Statements of Earnings (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue, Net [Abstract] | ' | ' |
Lease Revenues and Fees | $459,816 | $468,104 |
Retail Sales | 14,510 | 14,419 |
Non-Retail Sales | 91,625 | 90,955 |
Franchise Royalties and Fees | 18,084 | 18,200 |
Other | 1,388 | 1,332 |
Revenues | 585,423 | 593,010 |
Costs and Expenses [Abstract] | ' | ' |
Retail Cost of Sales | 9,013 | 8,327 |
Non-Retail Cost of Sales | 82,907 | 82,455 |
Operating Expenses | 264,374 | 249,626 |
Depreciation of Lease Merchandise | 167,912 | 167,507 |
Other Operating (Income) Expense, Net | -677 | 1,805 |
Costs and Expenses, Total | 523,529 | 509,720 |
OPERATING PROFIT | 61,894 | 83,290 |
Interest Income | 753 | 752 |
Interest Expense | -1,533 | -1,511 |
Other Non-Operating Expense, Net | -404 | -1,489 |
EARNINGS BEFORE INCOME TAXES | 60,710 | 81,042 |
INCOME TAXES | 22,371 | 30,042 |
NET EARNINGS | $38,339 | $51,000 |
EARNINGS PER SHARE | ' | ' |
Basic | $0.53 | $0.67 |
Assuming Dilution | $0.53 | $0.67 |
CASH DIVIDENDS DECLARED PER SHARE: | ' | ' |
Common Stock | $0.02 | $0.02 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ' | ' |
Basic | 72,467 | 75,760 |
Assuming Dilution | 72,884 | 76,574 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
NET EARNINGS | $38,339 | $51,000 |
Other Comprehensive Loss: | ' | ' |
Foreign Currency Translation Adjustment | -4 | -11 |
Total Other Comprehensive Loss | -4 | -11 |
Comprehensive Income | $38,335 | $50,989 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING ACTIVITIES: | ' | ' |
NET EARNINGS | $38,339 | $51,000 |
Adjustments to Reconcile Net Earnings to Cash Provided by Operating Activities: | ' | ' |
Depreciation of Lease Merchandise | 167,912 | 167,507 |
Other Depreciation and Amortization | 14,061 | 14,012 |
Bad Debt Expense | 4,558 | 4,737 |
Stock-Based Compensation | 792 | 1,602 |
Deferred Income Taxes | -27,137 | -2,387 |
Other Changes, Net | -550 | 3,651 |
Changes in Operating Assets and Liabilities, Net of Effects of Acquisitions and Dispositions: | ' | ' |
Additions to Lease Merchandise | -276,376 | -268,760 |
Book Value of Lease Merchandise Sold or Disposed | 104,217 | 104,238 |
Accounts Receivable | 5,824 | 2,244 |
Prepaid Expenses and Other Assets | -356 | 3,620 |
Income Tax Receivable | 2,199 | 23,138 |
Accounts Payable and Accrued Expenses | 25,736 | 1,089 |
Customer Deposits and Advance Payments | -3,536 | -3,407 |
Cash Provided by Operating Activities | 55,683 | 102,284 |
INVESTING ACTIVITIES: | ' | ' |
Purchases of Investments | 0 | -14,633 |
Proceeds from Maturities and Calls of Investments | 5,819 | 7,220 |
Additions to Property, Plant and Equipment | -15,459 | -17,273 |
Acquisitions of Businesses and Contracts | -960 | -1,295 |
Proceeds from Dispositions of Businesses and Contracts | 13,295 | 0 |
Proceeds from Sale of Property, Plant and Equipment | 1,401 | 2,689 |
Cash Provided by (Used in) Investing Activities | 4,096 | -23,292 |
FINANCING ACTIVITIES: | ' | ' |
Proceeds from Debt | 1,333 | 429 |
Repayments on Debt | -2,000 | -450 |
Dividends Paid | -3,121 | 0 |
Excess Tax Benefits from Stock-Based Compensation | 1,151 | 214 |
Issuance of Stock Under Stock Option Plans | 2,447 | 1,238 |
Cash (Used in) Provided by Financing Activities | -190 | 1,431 |
Increase in Cash and Cash Equivalents | 59,589 | 80,423 |
Cash and Cash Equivalents at Beginning of Period | 231,091 | 129,534 |
Cash and Cash Equivalents at End of Period | $290,680 | $209,957 |
Basis_and_Summary_of_Significa
Basis and Summary of Significant Accounting Policies | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Basis and Summary of Significant Accounting Policies | ' | |||||||
OTE 1: | BASIS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||
Description of Business | ||||||||
Aaron’s, Inc. (the “Company” or “Aaron’s”) is a leading specialty retailer primarily engaged in the business of leasing and selling consumer electronics, computers, furniture, appliances and household accessories throughout the United States and Canada. The Company’s major operating divisions are the Sales & Lease Ownership division (established as a monthly payment concept), the HomeSmart division (established as a weekly payment concept) and the Woodhaven Furniture Industries division, which manufactures upholstered furniture and bedding predominantly for use by Company-operated and franchised stores. In January of 2014, the Company sold the 27 Company-operated RIMCO stores, which were engaged in the leasing of automobile tires, wheels and rims under sales and lease ownership agreements, and the rights to five franchised RIMCO stores. | ||||||||
The following table presents store count by ownership type: | ||||||||
Stores (Unaudited) | March 31, 2014 | December 31, 2013 | ||||||
Company-operated stores | ||||||||
Sales and Lease Ownership | 1,262 | 1,262 | ||||||
HomeSmart | 83 | 81 | ||||||
RIMCO | — | 27 | ||||||
Total Company-operated stores | 1,345 | 1,370 | ||||||
Franchised stores1 | 787 | 781 | ||||||
Systemwide stores | 2,132 | 2,151 | ||||||
1 As of March 31, 2014 and December 31, 2013, 941 and 940 franchises had been awarded, respectively. | ||||||||
Basis of Presentation | ||||||||
The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information requires management to make estimates and assumptions that affect amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Generally, actual experience has been consistent with management’s prior estimates and assumptions. Management does not believe these estimates or assumptions will change significantly in the future absent unsurfaced and unforeseen events. | ||||||||
The accompanying unaudited consolidated financial statements do not include all information required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying unaudited consolidated financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2013 (the “2013 Annual Report”). The results of operations for the three months ended March 31, 2014 are not necessarily indicative of operating results for the full year. | ||||||||
Certain reclassifications have been made to the prior periods to conform to the current period presentation. In all periods presented, RIMCO has been reclassified from the RIMCO segment to Other in Note 6 to the consolidated financial statements. | ||||||||
Principles of Consolidation and Variable Interest Entities | ||||||||
The consolidated financial statements include the accounts of Aaron’s, Inc. and its wholly owned subsidiaries. Intercompany balances and transactions between consolidated entities have been eliminated. | ||||||||
On October 14, 2011, the Company purchased 11.5% of the common stock of Perfect Home Holdings Limited (“Perfect Home”), a privately-held rent-to-own company that is primarily financed by share capital and subordinated debt. Perfect Home is based in the U.K. and operated 64 retail stores as of March 31, 2014. As part of the transaction, the Company also received notes and an option to acquire the remaining interest in Perfect Home at any time through December 31, 2013. The Company did not exercise this purchase option but is in discussions with the owners of Perfect Home to extend the maturity of the notes through June 2015. The Company’s investment is denominated in British Pounds. | ||||||||
Perfect Home is a variable interest entity (“VIE”) as it does not have sufficient equity at risk; however, the Company is not the primary beneficiary and lacks the power through voting or similar rights to direct those activities of Perfect Home that most significantly affect its economic performance. As such, the VIE is not consolidated by the Company. | ||||||||
Because the Company is not able to exercise significant influence over the operating and financial decisions of Perfect Home, the equity portion of the investment in Perfect Home, totaling less than $1,000 at March 31, 2014 and December 31, 2013, is accounted for as a cost method investment and is included in prepaid expenses and other assets in the consolidated balance sheets. The notes purchased from Perfect Home totaling £12.7 million ($21.3 million) and £12.5 million ($20.7 million) at March 31, 2014 and December 31, 2013, respectively, are accounted for as held-to-maturity securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Debt and Equity Securities, and are included in investments in the consolidated balance sheets. The increase in the Company’s British pound-denominated notes during the three months ended March 31, 2014 relates to accretion of the original discount on the notes with a face value of £10 million. Utilizing a Black-Scholes model, the options to buy the remaining interest in Perfect Home and to sell the Company’s interest in Perfect Home were determined to have only nominal values. | ||||||||
The Company’s maximum exposure to any potential losses associated with this VIE is equal to its total recorded investment which totals $21.3 million at March 31, 2014. | ||||||||
Accounting Policies and Estimates | ||||||||
See Note 1 to the consolidated financial statements in the 2013 Annual Report. | ||||||||
Income Taxes | ||||||||
The Company files a federal consolidated income tax return in the U.S., and the Company and its subsidiaries file in various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to federal, state and local tax examinations by tax authorities for years before 2010. | ||||||||
As of March 31, 2014 and December 31, 2013, the amount of uncertain tax benefits that, if recognized, would affect the effective tax rate is $1.7 million and $1.5 million, respectively, including interest and penalties. The Company recognizes potential interest and penalties related to uncertain tax benefits as a component of income tax expense. | ||||||||
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) and restricted stock awards (RSAs) as determined under the treasury stock method. The following table shows the calculation of dilutive stock awards for the three months ended March 31, 2014 and 2013 (shares in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Weighted average shares outstanding | 72,467 | 75,760 | ||||||
Effect of dilutive securities: | ||||||||
Stock options | 228 | 545 | ||||||
RSUs | 171 | 256 | ||||||
RSAs | 18 | 13 | ||||||
Weighted average shares outstanding assuming dilution | 72,884 | 76,574 | ||||||
During the first three months of 2014, there were approximately 88,000 weighted-average stock options and 52,000 weighted-average RSUs excluded from the computation for earnings per share assuming dilution because the awards would have been anti-dilutive for the period. There were no anti-dilutive RSAs for the three months ended March 31, 2014. | ||||||||
During first three months of 2013, there were approximately 21,000 anti-dilutive RSUs excluded from the computation for earnings per share assuming dilution because the awards would have been anti-dilutive for the period. There were no anti-dilutive stock options or RSAs for the three months ended March 31, 2013. In addition, approximately 190,000 weighted-average performance-based RSUs are not included in the computation of diluted earnings per share for the three months ended March 31, 2014 due to the fact that the revenue and pre-tax profit margin targets applicable to these awards either have not been met or relate to future performance periods as of March 31, 2014. Refer to Note 10 in the Company’s 2013 Annual Report for additional information regarding the Company’s restricted stock arrangements. | ||||||||
Accelerated Share Repurchase Program | ||||||||
In December 2013, the Company entered into an accelerated share repurchase program with a third-party financial institution to purchase $125.0 million of the Company’s common stock, as part of its previously announced share repurchase program. The Company paid $125.0 million and received an initial delivery of 3,502,627 shares, estimated to be approximately 80% of the total number of shares to be repurchased under the agreement, which reduced the Company's shares outstanding at December 31, 2013. The value of the initial shares received on the date of purchase was $100.0 million, reflecting a $28.55 price per share, which was recorded as treasury shares. The Company recorded the remaining $25.0 million as a forward contract indexed to its own common stock in additional paid-in capital for the year ended December 31, 2013. | ||||||||
In February 2014, the accelerated share repurchase program was completed and the Company received 1,000,952 additional shares determined using a volume weighted average price of the Company's stock (inclusive of a discount) during the trading period. All amounts initially classified as additional paid-in capital were reclassified to treasury shares during the first quarter of 2014 upon settlement. | ||||||||
Lease Merchandise | ||||||||
All lease merchandise is available for lease or sale. On a monthly basis, all damaged, lost or unsalable merchandise identified is written off. The Company records lease merchandise adjustments on the allowance method. Lease merchandise write-offs totaled $13.4 million and $12.8 million for the three months ended March 31, 2014 and 2013, respectively, and are included in operating expenses in the accompanying consolidated statements of earnings. | ||||||||
Cash and Cash Equivalents | ||||||||
The Company classifies highly liquid investments with maturity dates of three months or less when purchased as cash equivalents. The Company maintains its cash and cash equivalents in a limited number of banks. Bank balances typically exceed coverage provided by the Federal Deposit Insurance Corporation. However, due to the size and strength of the banks where the balances are held, such exposure to loss is considered minimal. | ||||||||
Investments | ||||||||
The Company maintains investments in various corporate debt securities, or bonds. The Company has the positive intent and ability to hold its investments in debt securities to maturity. Accordingly, the Company classifies its investments in debt securities, which mature at various dates from 2014 to 2015, as held-to-maturity securities and carries the investments at amortized cost in the consolidated balance sheets. | ||||||||
The Company evaluates securities for other-than-temporary impairment on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. | ||||||||
Accounts Receivable | ||||||||
Accounts receivable consist primarily of receivables due from customers of Company-operated stores, corporate receivables incurred during the normal course of business (primarily related to vendor consideration, real estate leasing activities and in-transit credit card transactions) and franchisee obligations. Accounts receivable, net of allowances, consist of the following: | ||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||
Customers | $ | 5,332 | $ | 8,275 | ||||
Corporate | 14,673 | 16,730 | ||||||
Franchisee | 40,858 | 43,679 | ||||||
$ | 60,863 | $ | 68,684 | |||||
Assets Held for Sale | ||||||||
Certain properties, primarily consisting of parcels of land and commercial buildings as well as the net assets of the RIMCO operating segment, met the held for sale classification criteria as of March 31, 2014 and December 31, 2013. After adjustment to fair value, the $6.4 million and $15.8 million carrying value of these properties has been classified as assets held for sale in the consolidated balance sheets as of March 31, 2014 and December 31, 2013, respectively. In January 2014, the Company sold the 27 Company-operated RIMCO stores which had a carrying value of $9.7 million as of December 31, 2013. | ||||||||
The Company estimated the fair values of real estate properties using the market values for similar properties and estimated the fair value of the RIMCO disposal group based on our expectations of a sale price. These properties are considered Level 2 assets as defined in ASC Topic 820, Fair Value Measurements. | ||||||||
During the three months ended March 31, 2014 and 2013, the Company recorded impairment charges of $161,000 and $2.1 million, respectively. Such impairment charges related primarily to the impairment of various land outparcels and buildings included in the Sales and Lease Ownership segment that the Company decided not to utilize for future expansion and are generally included in other operating (income) expense, net within the consolidated statements of earnings. | ||||||||
Deferred Compensation | ||||||||
The Company maintains the Aaron’s, Inc. Deferred Compensation Plan, an unfunded, nonqualified deferred compensation plan for a select group of management, highly compensated employees and non-employee directors. On a pre-tax basis, eligible employees can defer receipt of up to 75% of their base compensation and up to 100% of their incentive pay compensation, and eligible non-employee directors can defer receipt of up to 100% of both their cash and stock director fees. | ||||||||
Compensation deferred under the plan is credited to each participant’s deferral account and a deferred compensation liability is recorded in accounts payable and accrued expenses in the consolidated balance sheets. The deferred compensation liability was $12.6 million as of both March 31, 2014 and December 31, 2013. Liabilities under the plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments. The Company has established a rabbi trust to fund obligations under the plan with Company-owned life insurance. The obligations are unsecured general obligations of the Company and the participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors. The cash surrender value of these insurance contracts totaled $14.1 million as of both March 31, 2014 and December 31, 2013 and is included in prepaid expenses and other assets in the consolidated balance sheets. | ||||||||
During the three month periods ended March 31, 2014 and 2013, deferred compensation expense charged to operations for the Company’s matching contributions totaled $22,000 and $37,000, respectively. Benefits of $501,000 and $274,000 were paid in the first three months of 2014 and 2013, respectively. | ||||||||
Accumulated Other Comprehensive Loss | ||||||||
Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2014 are as follows: | ||||||||
(In Thousands) | Foreign Currency | Total | ||||||
Balance at January 1, 2014 | $ | (64 | ) | $ | (64 | ) | ||
Other comprehensive loss | (4 | ) | (4 | ) | ||||
Balance at March 31, 2014 | $ | (68 | ) | $ | (68 | ) | ||
There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2014. | ||||||||
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 our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. | ||||||||
The Company measures assets held for sale at fair value on a nonrecurring basis and records impairment charges when they are deemed to be impaired. The Company maintains certain financial assets and liabilities, including investments and fixed-rate long term debt, that are not measured at fair value but for which fair value is disclosed. | ||||||||
The fair values of the Company’s other current financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable, approximate their carrying values due to their short-term nature. |
Acquisitions
Acquisitions | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Acquisitions | ' | |||||||
The following table summarizes the Company’s acquisitions of lease contracts, merchandise and the related assets of sales and lease ownership stores, none of which was individually material to the Company’s consolidated financial statements, during the three months ended March 31, 2014 and 2013: | ||||||||
(In Thousands, except for store data) | 2014 | 2013 | ||||||
Number of stores acquired, net | 1 | 1 | ||||||
Aggregate purchase price (primarily cash consideration) | $ | 960 | $ | 1,295 | ||||
Purchase price allocation: | ||||||||
Lease Merchandise | 431 | 608 | ||||||
Property, Plant and Equipment | 102 | 66 | ||||||
Other Current Assets and Current Liabilities | (8 | ) | (15 | ) | ||||
Identifiable Intangible Assets1 | ||||||||
Customer Relationships | 53 | 82 | ||||||
Non-Compete Agreements | 44 | 59 | ||||||
Acquired Franchise Development Rights | 6 | 24 | ||||||
Goodwill2 | 332 | 471 | ||||||
1 | The Company amortizes customer relationship intangible assets on a straight-line basis over a two-year estimated useful life. The Company amortizes non-compete intangible assets on a straight-line basis over a three-year estimated useful life. The Company amortizes acquired franchise development rights on a straight-line basis over the unexpired life of the franchisee’s ten year area development agreement. | |||||||
2 | Goodwill recognized from acquisitions primarily relates to the future strategic benefits expected to be realized upon integrating the businesses. All goodwill resulting from the Company’s 2014 and 2013 acquisitions is expected to be deductible for tax purposes. During the three months ended March 31, 2014, goodwill of approximately $332,000 was assigned to the Company’s Sales and Lease Ownership operating segment. During the three months ended March 31, 2013, goodwill of approximately $471,000 was assigned to the Company’s Sales and Lease Ownership. | |||||||
NOTE 2. | ACQUISITIONS | |||||||
The following table summarizes the Company’s acquisitions of lease contracts, merchandise and the related assets of sales and lease ownership stores, none of which was individually material to the Company’s consolidated financial statements, during the three months ended March 31, 2014 and 2013: | ||||||||
(In Thousands, except for store data) | 2014 | 2013 | ||||||
Number of stores acquired, net | 1 | 1 | ||||||
Aggregate purchase price (primarily cash consideration) | $ | 960 | $ | 1,295 | ||||
Purchase price allocation: | ||||||||
Lease Merchandise | 431 | 608 | ||||||
Property, Plant and Equipment | 102 | 66 | ||||||
Other Current Assets and Current Liabilities | (8 | ) | (15 | ) | ||||
Identifiable Intangible Assets1 | ||||||||
Customer Relationships | 53 | 82 | ||||||
Non-Compete Agreements | 44 | 59 | ||||||
Acquired Franchise Development Rights | 6 | 24 | ||||||
Goodwill2 | 332 | 471 | ||||||
1 | The Company amortizes customer relationship intangible assets on a straight-line basis over a two-year estimated useful life. The Company amortizes non-compete intangible assets on a straight-line basis over a three-year estimated useful life. The Company amortizes acquired franchise development rights on a straight-line basis over the unexpired life of the franchisee’s ten year area development agreement. | |||||||
2 | Goodwill recognized from acquisitions primarily relates to the future strategic benefits expected to be realized upon integrating the businesses. All goodwill resulting from the Company’s 2014 and 2013 acquisitions is expected to be deductible for tax purposes. During the three months ended March 31, 2014, goodwill of approximately $332,000 was assigned to the Company’s Sales and Lease Ownership operating segment. During the three months ended March 31, 2013, goodwill of approximately $471,000 was assigned to the Company’s Sales and Lease Ownership. | |||||||
Acquisitions have been accounted for as business combinations, and the results of operations of the acquired businesses are included in the Company’s results of operations from their dates of acquisition. The effect of these acquisitions on the consolidated financial statements for the three months ended March 31, 2014 and 2013 was not significant. The valuation and acquisition accounting related to current year transactions is tentative and preliminary. The Company anticipates finalizing the valuation and acquisition accounting prior to December 31, 2014. | ||||||||
In addition, the Company completed a material acquisition after the end of the first quarter 2014. See Note 8 to these consolidated financial statements. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||||||||
NOTE 3. | FAIR VALUE MEASUREMENT | |||||||||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||||||||||||
The following table summarizes financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Deferred Compensation Liability | $ | — | $ | (12,608 | ) | $ | — | $ | — | $ | (12,557 | ) | $ | — | ||||||||||
The Company maintains a deferred compensation plan as described in Note 1 to these consolidated financial statements. The liability representing benefits accrued for plan participants is valued at the quoted market prices of the participants’ investment elections, which consist of equity and debt "mirror" funds. As such, the Company has classified the deferred compensation liability as a Level 2 liability. | ||||||||||||||||||||||||
Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||||||||||
The following table summarizes non-financial assets measured at fair value on a nonrecurring basis: | ||||||||||||||||||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets Held for Sale | $ | — | $ | 6,429 | $ | — | $ | — | $ | 15,840 | $ | — | ||||||||||||
Assets held for sale includes real estate properties that consist mostly of parcels of land and commercial buildings, as well as the net assets of the RIMCO operating segment (principally consisting of lease merchandise, office furniture and leasehold improvements as of December 31, 2013). The highest and best use of these assets is as real estate land parcels for development or real estate properties for use or lease; however, the Company has chosen not to develop or use these properties. In accordance with ASC Topic 360, Property, Plant and Equipment, assets held for sale are written down to fair value less cost to sell, and the adjustment is recorded in other operating (income) expense, net. The Company estimated the fair values of real estate properties using market values for similar properties and estimated the fair value of the RIMCO disposal group based on our expectations of a sale price. | ||||||||||||||||||||||||
In January 2014, the Company sold the 27 Company-operated RIMCO stores and the rights to five franchised RIMCO stores, which leased automobile tires, wheels and rims under sales and lease ownership agreements. The Company received total cash consideration of $10.0 million from a third party. During the year ended December 31, 2013, the Company recognized impairment charges of $766,000 related to the write-down of the net assets of the RIMCO disposal group to fair value less cost to sell. During the three months ended March 31, 2014, the Company recognized a net loss on the sale of the RIMCO disposal group of $718,000. The Company expects any additional charges associated with the disposal of the RIMCO segment to be immaterial to future results of operations. | ||||||||||||||||||||||||
Certain Financial Assets and Liabilities Not Measured at Fair Value | ||||||||||||||||||||||||
The following table summarizes the fair value of assets (liabilities) that are not measured at fair value in the consolidated balance sheets, but for which the fair value is disclosed: | ||||||||||||||||||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Corporate Bonds1 | $ | — | $ | 85,324 | $ | — | $ | — | $ | 91,785 | $ | — | ||||||||||||
Perfect Home Notes2 | — | — | 21,251 | — | — | 20,661 | ||||||||||||||||||
Fixed-Rate Long Term Debt3 | — | (130,139 | ) | — | — | (130,687 | ) | — | ||||||||||||||||
1 | The fair value of corporate bonds is determined through the use of model-based valuation techniques for which all significant assumptions are observable in the market. | |||||||||||||||||||||||
2 | The Perfect Home notes were initially valued at cost. The Company periodically reviews the valuation utilizing company-specific transactions or changes in Perfect Home’s financial performance to determine if fair value adjustments are necessary. | |||||||||||||||||||||||
3 | The fair value of fixed-rate long term debt is estimated using the present value of underlying cash flows discounted at a current market yield for similar instruments. The carrying value of fixed-rate long term debt was $125.0 million at March 31, 2014 and December 31, 2013. | |||||||||||||||||||||||
Held-to-Maturity Securities | ||||||||||||||||||||||||
The Company classifies its investments in debt securities as held-to-maturity securities based on its intent and ability to hold these securities to maturity. Accordingly, the debt securities, which mature at various dates during 2014 through 2015, are recorded at amortized cost in the consolidated balance sheets. At March 31, 2014 and December 31, 2013, investments classified as held-to-maturity securities consisted of the following: | ||||||||||||||||||||||||
Gross Unrealized | ||||||||||||||||||||||||
(In Thousands) | Amortized Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||||||
Corporate Bonds | $ | 85,190 | $ | 159 | $ | (25 | ) | $ | 85,324 | |||||||||||||||
Perfect Home Notes | 21,251 | — | — | 21,251 | ||||||||||||||||||||
Total | $ | 106,441 | $ | 159 | $ | (25 | ) | $ | 106,575 | |||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||
Corporate Bonds | $ | 91,730 | $ | 98 | $ | (43 | ) | $ | 91,785 | |||||||||||||||
Perfect Home Notes | 20,661 | — | — | 20,661 | ||||||||||||||||||||
Total | $ | 112,391 | $ | 98 | $ | (43 | ) | $ | 112,446 | |||||||||||||||
The amortized cost and fair value of held-to-maturity debt securities by contractual maturity at March 31, 2014 are as follows: | ||||||||||||||||||||||||
(In Thousands) | Amortized Cost | Fair Value | ||||||||||||||||||||||
Due in one year or less | $ | 67,460 | $ | 67,527 | ||||||||||||||||||||
Due in years one through two | 38,981 | 39,048 | ||||||||||||||||||||||
Total | $ | 106,441 | $ | 106,575 | ||||||||||||||||||||
Information pertaining to held-to-maturity debt securities with gross unrealized losses is as follows: | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
(In Thousands) | Fair Value | Gross | Fair Value | Gross | Fair Value | Gross | ||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
Losses | Losses | Losses | ||||||||||||||||||||||
March 31, 2014 | ||||||||||||||||||||||||
Corporate Bonds | $ | 9,763 | $ | (14 | ) | $ | 5,163 | $ | (11 | ) | $ | 14,926 | $ | (25 | ) | |||||||||
December 31, 2013 | ||||||||||||||||||||||||
Corporate Bonds | $ | 28,839 | $ | (40 | ) | $ | 2,614 | $ | (3 | ) | $ | 31,453 | $ | (43 | ) | |||||||||
The unrealized losses relate principally to the increases in short-term market interest rates that occurred since the securities were purchased. As of March 31, 2014, eight of the 44 bonds were in an unrealized loss position and at December 31, 2013, 18 of the 48 securities were in an unrealized loss position. The fair value is expected to recover as the securities approach their maturity or if market yields for such investments decline. In analyzing an issuer’s financial condition, management considers whether downgrades by bond rating agencies have occurred. The Company has the intent and ability to hold the investments until their amortized cost basis is recovered on the maturity date. As a result of management’s analysis and review, no declines are deemed to be other than temporary. | ||||||||||||||||||||||||
The Company has estimated that the carrying value of its Perfect Home notes approximates fair value and, therefore, no impairment is considered to have occurred as of March 31, 2014. While no impairment was noted during the three months ended March 31, 2014, if profitability is delayed as a result of the significant start-up expenses associated with Perfect Home, there could be a change in the valuation of the Perfect Home notes that may result in the recognition of an impairment loss in future periods. |
Indebtedness
Indebtedness | 3 Months Ended | |
Mar. 31, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Indebtedness | ' | |
NOTE 4. | INDEBTEDNESS | |
See Note 6 to the consolidated financial statements in the 2013 Annual Report |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies | ' | |
NOTE 5. | COMMITMENTS AND CONTINGENCIES | |
Leases | ||
The Company leases warehouse and retail store space for substantially all of its operations under operating leases expiring at various times through 2029. Most of the leases contain renewal options for additional periods ranging from one to 20 years or provide for options to purchase the related property at predetermined purchase prices that do not represent bargain purchase options. The Company also leases transportation and computer equipment under operating leases expiring during the next five years. The Company expects that most leases will be renewed or replaced by other leases in the normal course of business. | ||
Guarantees | ||
The Company has guaranteed certain debt obligations of some of its franchisees under a franchisee loan program with several banks. In the event these franchisees are unable to meet their debt service payments or otherwise experience an event of default, the Company would be unconditionally liable for the outstanding balance of the franchisees’ debt obligations under the franchisee loan program, which would be due in full within 90 days of the event of default. At March 31, 2014, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $104.1 million. The Company has recourse rights to franchisee assets securing the debt obligations, which consist primarily of lease merchandise and fixed assets. As a result, the Company has never incurred, nor does management expect to incur, any significant losses under these guarantees. The carrying amount of the franchise-related borrowings guarantee, which is included in accounts payable and accrued expenses in the consolidated balance sheet, is approximately $1.8 million as of March 31, 2014. The franchise loan facility was amended subsequent to March 31, 2014, as more fully described in Note 8 to these consolidated financial statements. | ||
Legal Proceedings | ||
From time to time, the Company is party to various legal and regulatory proceedings arising in the ordinary course of business. | ||
Some of the proceedings to which we are currently a party are described below. We believe we have meritorious defenses to all of the claims described below, and intend to vigorously defend against the claims. However, these proceedings are still developing and due to the inherent uncertainty in litigation, regulatory and similar adversarial proceedings, there can be no guarantee that we will ultimately be successful in these proceedings, or in others to which we are currently a party. Substantial losses from these proceedings or the costs of defending them could have a material adverse impact upon our business, financial position and results of operations. | ||
The Company establishes an accrued liability for legal and regulatory proceedings when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. The Company continually monitors its litigation and regulatory exposure and reviews the adequacy of its legal and regulatory reserves on a quarterly basis in accordance with applicable accounting rules. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. | ||
At March 31, 2014, the Company had accrued $33.1 million for pending legal and regulatory matters for which it believes losses are probable, which is our best estimate of our exposure to loss, and mostly relates to the regulatory investigation by the California Attorney General described below. The Company estimates that the aggregate range of possible loss in excess of accrued liabilities for such probable loss contingencies is between $0 and $4.6 million. | ||
At March 31, 2014, 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 $0 to $8 million. Those matters for which a reasonable estimate is not possible are not included within estimated ranges and, therefore, the estimated ranges do not represent the Company's maximum loss exposure. Our estimates as to legal and regulatory accruals, as to aggregate probable loss amounts and as to reasonably possible loss amounts are all subject to the uncertainties and variables described above. | ||
Labor and Employment | ||
In Kunstmann et al v. Aaron Rents, Inc., filed with the United States District Court, Northern District of Alabama (Case No.: 2:08-CV-01969-KOB-JEO) on October 22, 2008, plaintiffs alleged that the Company improperly classified store general managers as exempt from the overtime provisions of the Fair Labor Standards Act (“FLSA”). The case was conditionally certified as an FLSA collective action on January 25, 2010, and it now includes 227 individuals, nearly all of whom terminated from the general manager position more than two years ago. Plaintiffs seek to recover unpaid overtime compensation and other damages. On October 4, 2012, the Court denied the Company's motion for summary judgment as to the claims of Kunstmann, the named plaintiff. On January 23, 2013, the Court denied the Company's motion to decertify the class. The Company has since filed two additional motions for summary judgment, including one that seeks summary judgment in the entirety on all class members' claims, or alternatively, on matters that will reduce the size of the class or exposure arising from the class claims. Limited discovery has since been reopened on one of the asserted defenses in the case and is expected to continue through June. | ||
The matter of Kurtis Jewell v. Aaron's, Inc. was originally filed in the United States District Court, Northern District of Ohio, Eastern Division on October 27, 2011 and was transferred on February 23, 2012 to the United States District Court for the Northern District of Georgia (Civil No.:1:12-CV-00563-AT). Plaintiff, on behalf of himself and all other non-exempt employees who worked in Company stores, alleges that the Company violated the FLSA when it automatically deducted 30 minutes from employees' time for meal breaks on days when plaintiffs allegedly did not take their meal breaks. Plaintiff claims he and other employees actually worked through meal breaks or were interrupted during the course of their meal breaks and asked to perform work. As a result of the automatic deduction, plaintiff alleges that the Company failed to account for all of his working hours when it calculated overtime, and consequently underpaid him. Plaintiffs seek to recover unpaid overtime compensation and other damages for all similarly situated employees nationwide for the applicable time period. On June 28, 2012, the Court issued an order granting conditional certification of a class consisting of all hourly store employees from June 28, 2009 to the present. The class size is approximately 1,788 opt-in plaintiffs, which is less than seven percent of the potential class members. The parties are engaging in discovery. Discovery is expected to continue through September 2014. | ||
Consumer | ||
In Margaret Korrow, et al. v. Aaron's, Inc., originally filed in the Superior Court of New Jersey, Middlesex County, Law Division on October 26, 2010, plaintiff filed suit on behalf of herself and others similarly situated alleging that the Company is liable in damages to plaintiff and each class member because the Company's lease agreements issued after March 16, 2006 purportedly violated certain New Jersey state consumer statutes. Plaintiff's complaint seeks treble damages under the New Jersey Consumer Fraud Act, and statutory penalty damages of $100 per violation of all contracts issued in New Jersey, and also claim that there are multiple violations per contract. The Company removed the lawsuit to the United States District Court for the District of New Jersey on December 6, 2010 (Civil Action No.: 10-06317(JAP)(LHG)). Plaintiff on behalf of herself and others similarly situated seeks equitable relief, statutory and treble damages, pre- and post-judgment interest and attorneys' fees. Discovery on this matter is closed. On July 31, 2013, the Court certified a class comprising all persons who entered into a rent-to-own contract with the Company in New Jersey from March 16, 2006 through March 31, 2011. In August 2013, the Court of Appeals denied the Company’s request for an interlocutory appeal of the class certification issue. The Company has filed a motion to allow counterclaims against all newly certified class members who may owe legitimate fees or damages to the Company or who failed to return merchandise to the Company prior to obtaining ownership. That motion is pending. | ||
Privacy and Related Matters | ||
In Crystal and Brian Byrd v. Aaron's, Inc., Aspen Way Enterprises, Inc., John Does (1-100) Aaron's Franchisees and Designerware, LLC, filed on May 16, 2011, in the United States District Court, Western District of Pennsylvania (Case No. 1:11-CV-00101-SPB), plaintiffs alleged that the Company and its independently owned and operated franchisee Aspen Way Enterprises (“Aspen Way”) knowingly violated plaintiffs' privacy in violation of the Electronic Communications Privacy Act (“ECPA”) and the Computer Fraud Abuse Act and sought certification of a putative nationwide class. Plaintiffs based these claims on Aspen Way's use of a software program called “PC Rental Agent.” The District Court dismissed the Company from the lawsuit on March 20, 2012. On September 14, 2012, plaintiffs filed a second amended complaint against the Company and its franchisee Aspen Way, asserting claims for violation of the ECPA and common law invasion of privacy by intrusion upon seclusion. Plaintiffs also asserted certain vicarious liability claims against the Company based on Aspen Way's alleged conduct. On October 15, 2012, the Company filed a motion to dismiss the amended complaint, and on February 27, 2013, plaintiffs filed a motion for leave of the Court to file a third amended complaint against the Company. On May 23, 2013, the Court granted plaintiffs' motion for leave to file a third amended complaint, which asserts the same claims against the Company as the second amended complaint but also adds a request for injunction and names additional independently owned and operated Company franchisees as defendants. Plaintiffs filed the third amended complaint, and the Company has moved to dismiss that complaint on substantially the same grounds as it sought to dismiss plaintiffs' second amended complaint. Plaintiffs filed their motion for class certification on July 1, 2013, and the Company's response was filed in August 2013. On March 31, 2014, the U.S. District Judge accepted the recommendations on pending motions. The Court dismissed all claims against all franchisees other than Aspen Way Enterprises, LLC. The Court also dismissed claims for invasion of privacy, aiding and abetting, and conspiracy against all defendants. Finally, the Judge recommended denial of the Company’s motion to dismiss the violation of ECPA claims. In addition, the Court denied the Plaintiffs’ motion to certify the class. Plaintiff has requested immediate appellate review of these rulings by the U.S. Circuit Court of Appeals. Plaintiffs seek monetary damages as well as injunctive relief. | ||
In Michael Winslow and Fonda Winslow v. Sultan Financial Corporation, Aaron's, Inc., John Does (1-10), Aaron's Franchisees and Designerware, LLC, filed on March 5, 2013 in the Los Angeles Superior Court (Case No. BC502304), plaintiffs assert claims against the Company and its independently owned and operated franchisee, Sultan Financial Corporation (as well as certain John Doe franchisees), for unauthorized wiretapping, eavesdropping, electronic stalking, and violation of California's Comprehensive Computer Data Access and Fraud Act and its Unfair Competition Law. Each of these claims arises out of the alleged use of PC Rental Agent software. The plaintiffs are seeking injunctive relief and damages in connection with the allegations of the complaint. Plaintiffs are also seeking certification of a putative California class. Plaintiffs are represented by the same counsel as in the above described Byrd litigation. In April 2013, the Company timely removed this matter to federal Court. On May 8, 2013, the Company filed a motion to stay this litigation pending resolution of the Byrd litigation, a motion to dismiss for failure to state a claim, and a motion to strike certain allegations in the complaint. The Court subsequently stayed the case. The Company's motions to dismiss and strike certain allegations remain pending. | ||
In Lomi Price v. Aaron's, Inc. and NW Freedom Corporation, filed on February 27, 2013, in the State Court of Fulton County, Georgia (Case No. 13-EV-016812B), an individual plaintiff asserts claims against the Company and its independently owned and operated franchisee, NW Freedom Corporation, for invasion of privacy/intrusion on seclusion, computer invasion of privacy and infliction of emotional distress. Each of these claims arises out of the alleged use of PC Rental Agent software. The plaintiff is seeking compensatory and punitive damages of not less than $250,000. On April 3, 2013, the Company filed an answer and affirmative defenses. On that same day, the Company also filed a motion to stay the litigation pending resolution of the Byrd litigation, a motion to dismiss for failure to state a claim and a motion to strike certain allegations in the complaint. All three motions remain pending. | ||
Regulatory Investigations | ||
Federal Trade Commission Investigation. The Federal Trade Commission (“FTC”) investigated the Company in connection with the alleged use of PC Rental Agent software by certain independently owned and operated Company franchisees, as noted above under “Privacy and Related Matters,” and the Company's alleged responsibility for that use. On October 22, 2013, the FTC published a proposed consent agreement that would close the investigation. Pursuant to FTC administrative procedure, the consent agreement was made available for public comment, was approved, and made final with an effective date of March 19, 2014. | ||
California Attorney General Investigation. The California Attorney General has been investigating the Company's retail transactional practices, including various leasing and marketing practices, information security and privacy policies and practices related to the alleged use of PC Rental Agent software by certain independently owned and operated Company franchisees. The Company is continuing to cooperate with the investigation, including producing documents for the Attorney General's office and engaging in discussions about a possible resolution of this matter. The Company currently anticipates achieving a comprehensive resolution without litigation. | ||
Pennsylvania Attorney General Investigation. There is a pending, active investigation by the Pennsylvania Attorney General relating to the Company's privacy practices in Pennsylvania. The privacy issues are related to the alleged use of PC Rental Agent software by certain independently owned and operated Company franchisees, and the Company's alleged responsibility for that use. The Company is continuing to cooperate in the investigation. | ||
Other Commitments | ||
At March 31, 2014, the Company had non-cancelable commitments primarily related to certain advertising and marketing programs of $27.9 million. | ||
The Company is a party to various claims and legal and regulatory proceedings arising in the ordinary course of business. Management regularly assesses the Company’s insurance deductibles, monitors the Company's litigation and regulatory exposure with the Company's attorneys and evaluates its loss experience. The Company also enters into various contracts in the normal course of business that may subject it to risk of financial loss if counterparties fail to perform their contractual obligations. | ||
See Note 8 to the consolidated financial statements in the 2013 Annual Report for further information. |
Segments
Segments | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segments | ' | |||||||
NOTE 6. | SEGMENTS | |||||||
As of March 31, 2014, the Company had four operating and reportable segments: Sales and Lease Ownership, HomeSmart, Franchise and Manufacturing. In January 2014, the Company sold the 27 Company-operated RIMCO stores and the rights to five franchised stores. In all periods presented, RIMCO has been reclassified from the RIMCO segment to Other. | ||||||||
The Aaron’s Sales & Lease Ownership division offers electronics, furniture, appliances and computers to consumers primarily on a monthly payment basis with no credit requirements. The HomeSmart division was established to offer electronics, residential furniture, appliances and computers to consumers primarily on a weekly payment basis with no credit requirements. The Company’s Franchise operation awards franchises and supports franchisees of its sales and lease ownership concept. The Manufacturing segment manufactures upholstered furniture and bedding predominantly for use by Company-operated and franchised stores. Therefore, the Manufacturing segment's revenues and earnings before income taxes are primarily the result of intercompany transactions, substantially all of which revenues and earnings are eliminated through the elimination of intersegment revenues and intersegment profit. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(In Thousands) | 2014 | 2013 | ||||||
Revenues From External Customers: | ||||||||
Sales and Lease Ownership | $ | 548,711 | $ | 551,711 | ||||
HomeSmart | 17,404 | 16,937 | ||||||
Franchise | 18,084 | 18,200 | ||||||
Manufacturing | 31,155 | 27,711 | ||||||
Other | 1,898 | 5,849 | ||||||
Revenues of Reportable Segments | 617,252 | 620,408 | ||||||
Elimination of Intersegment Revenues | (30,258 | ) | (27,025 | ) | ||||
Cash to Accrual Adjustments | (1,571 | ) | (373 | ) | ||||
Total Revenues from External Customers | $ | 585,423 | $ | 593,010 | ||||
Earnings (Loss) Before Income Taxes: | ||||||||
Sales and Lease Ownership | $ | 55,619 | $ | 63,825 | ||||
HomeSmart | (69 | ) | (209 | ) | ||||
Franchise | 14,558 | 14,509 | ||||||
Manufacturing | 547 | 593 | ||||||
Other | (9,927 | ) | (2,699 | ) | ||||
Earnings Before Income Taxes for Reportable Segments | 60,728 | 76,019 | ||||||
Elimination of Intersegment Profit | (509 | ) | (604 | ) | ||||
Cash to Accrual and Other Adjustments | 491 | 5,627 | ||||||
Total Earnings Before Income Taxes | $ | 60,710 | $ | 81,042 | ||||
(In Thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Assets: | ||||||||
Sales and Lease Ownership | $ | 1,416,740 | $ | 1,431,720 | ||||
HomeSmart | 47,848 | 47,970 | ||||||
Franchise | 44,174 | 47,788 | ||||||
Manufacturing1 | 22,704 | 24,305 | ||||||
Other | 329,764 | 275,393 | ||||||
Total Assets | $ | 1,861,230 | $ | 1,827,176 | ||||
1 | Includes inventory (principally raw materials and work-in-process) that has been classified within lease merchandise in the consolidated balance sheets of $12.8 million and $14.0 million as of March 31, 2014 and December 31, 2013, respectively. | |||||||
Earnings (loss) before income taxes for each reportable segment are determined in accordance with accounting principles generally accepted in the United States with the following adjustments: | ||||||||
• | Revenues in the Sales and Lease Ownership and HomeSmart segments are reported on the cash basis for management reporting purposes. | |||||||
• | A predetermined amount of each reportable segment’s revenues is charged to the reportable segment as an allocation of corporate overhead. This allocation was approximately 5% in 2014 and 2013. | |||||||
• | Accruals related to store closures are not recorded on the reportable segments’ financial statements, but are maintained and controlled by corporate headquarters. | |||||||
• | The capitalization and amortization of manufacturing variances are recorded on the consolidated financial statements as part of Cash to Accrual and Other Adjustments and are not allocated to the segment that holds the related lease merchandise. | |||||||
• | Advertising expense in the Sales and Lease Ownership and HomeSmart segments is estimated at the beginning of each year and then allocated to the division ratably over time for management reporting purposes. For financial reporting purposes, advertising expense is recognized when the related advertising activities occur. The difference between these two methods is reflected as part of Cash to Accrual and Other Adjustments. | |||||||
• | Sales and lease ownership lease merchandise write-offs are recorded using the direct write-off method for management reporting purposes and using the allowance method for financial reporting purposes. The difference between these two methods is reflected as part of Cash to Accrual and Other Adjustments. | |||||||
• | Interest on borrowings is estimated at the beginning of each year. Interest is then allocated to reportable segments based on relative total assets. | |||||||
Revenues in the “Other” category are primarily revenues attributable to (i) the RIMCO segment through the date of sale in January 2014, (ii) leasing space to unrelated third parties in the corporate headquarters building and (iii) several minor unrelated activities. The pre-tax losses or earnings in the “Other” category are the net result of the activity mentioned above, net of the portion of corporate overhead not allocated to the reportable segments for management purposes. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |
Mar. 31, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions | ' | |
NOTE 7. | RELATED PARTY TRANSACTIONS | |
The Company leases certain properties under capital leases from related parties that are described in Note 12 to the consolidated financial statements in the 2013 Annual Report. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
SUBSEQUENT EVENTS | |
Progressive Acquisition | |
On April 14, 2014, the Company acquired a 100% ownership interest in Progressive Finance Holdings, LLC (“Progressive”), a virtual lease-to-own company, for $700 million in cash consideration. In connection with the acquisition, the Company amended and restated its revolving credit agreement, amended certain financing agreements and entered into two new note purchase agreements, which are described below. | |
Amended and Restated Credit Facility | |
On April 14, 2014, the Company amended its revolving credit agreement to, among other things, (i) provide for a new $126.3 million term loan (the “Term Loan”), which was fully funded at closing, and (ii) increase the revolving credit commitments from $140 million to $200 million. The maturity of the revolving credit agreement remained at December 13, 2017. The revolving credit agreement permits the Company to borrow, subject to certain terms and conditions, on an unsecured basis up to $200 million in revolving loans (and increases the existing letter of credit subfacility from $10 million to $20 million and the existing swingline loan subfacility from $15 million to $25 million), and also provides for an uncommitted incremental facility increase option which, subject to certain terms and conditions, permits the Company at any time prior to the maturity date to request an increase in extensions of credit available thereunder (whether through additional term loans and/or revolving credit commitments or any combination thereof) by an aggregate additional principal amount of up to $200 million, with such additional credit extensions provided by one or more lenders thereunder in their sole discretion. | |
The amendments also, among other things, conform the covenants, representations, warranties and events of default to the changes reflected in the 2014 note purchase agreements described below, to contemplate the acquisition of Progressive, to authorize the new 2014 senior notes and to increase the applicable margin for Eurodollar loans under the credit facility. | |
On April 14, 2014, the Company borrowed $65 million pursuant to the revolving credit facility to partially pay the merger consideration. | |
2014 Note Purchase Agreements | |
On April 14, 2014, the Company entered into note purchase agreements with several insurance companies, pursuant to which the Company and certain of its subsidiaries as co-obligors issued $300 million in aggregate principal amount of senior unsecured notes in a private placement. The notes bear interest at the rate of 4.75% per year and mature on April 14, 2021. Payments of interest are due quarterly, commencing July 14, 2014, with principal payments of $60 million each due annually commencing April 14, 2017. The 2014 note purchase agreements contain financial maintenance covenants, negative covenants regarding the Company’s other indebtedness, its guarantees and investments, and other customary covenants substantially similar to the covenants in the Company’s existing note purchase agreement, revolving credit facility and franchisee loan guaranty facility, as modified by the amendments described herein. The Company used the net proceeds of the sale of the senior unsecured notes to the purchasers to partially pay the merger consideration. | |
Amendment No. 3 to 2011 Note Purchase Agreement | |
On April 14, 2014, the Company entered into Amendment No. 3 to a note purchase agreement dated as of July 5, 2011 with several insurance companies. Pursuant to the note purchase agreement, the Company and certain of its subsidiaries as co-obligors issued $125.0 million in senior unsecured notes to the purchasers in a private placement. The notes bear interest at the rate of 3.75% per year and mature on April 27, 2018. | |
The amendment revises the note purchase agreement to, among other things, conform the covenants, representations, warranties and events of default to the changes reflected in the revolving credit agreement, to contemplate the acquisition of Progressive, and to authorize the new 2014 senior unsecured notes. | |
Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty | |
On April 14, 2014, the Company entered into the third amended and restated loan facility and guaranty, dated June 18, 2010, as previously amended. Pursuant to the franchise loan agreement, subject to certain terms and conditions, the Company’s franchisees can borrow funds guaranteed by the Company. The amended franchise loan facility (i) reduces the maximum commitment available from $200 million to $175 million, (ii) conforms the interest rates on the facility to the changes in the rates applicable to the new revolving credit agreement and (iii) conforms the covenants, representations, warranties and events of default to the changes reflected in the revolving credit agreement, to contemplate the acquisition of Progressive, and to authorize the new 2014 senior unsecured notes. |
Basis_and_Summary_of_Significa1
Basis and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Description of Business | ' | |||||||
Description of Business | ||||||||
Aaron’s, Inc. (the “Company” or “Aaron’s”) is a leading specialty retailer primarily engaged in the business of leasing and selling consumer electronics, computers, furniture, appliances and household accessories throughout the United States and Canada. The Company’s major operating divisions are the Sales & Lease Ownership division (established as a monthly payment concept), the HomeSmart division (established as a weekly payment concept) and the Woodhaven Furniture Industries division, which manufactures upholstered furniture and bedding predominantly for use by Company-operated and franchised stores. | ||||||||
Basis of Presentation | ' | |||||||
Basis of Presentation | ||||||||
The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information requires management to make estimates and assumptions that affect amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Generally, actual experience has been consistent with management’s prior estimates and assumptions. Management does not believe these estimates or assumptions will change significantly in the future absent unsurfaced and unforeseen events. | ||||||||
The accompanying unaudited consolidated financial statements do not include all information required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying unaudited consolidated financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2013 (the “2013 Annual Report”). The results of operations for the three months ended March 31, 2014 are not necessarily indicative of operating results for the full year. | ||||||||
Certain reclassifications have been made to the prior periods to conform to the current period presentation. In all periods presented, RIMCO has been reclassified from the RIMCO segment to Other in Note 6 to the consolidated financial statements. | ||||||||
Principles of Consolidation and Variable Interest Entities | ' | |||||||
Principles of Consolidation and Variable Interest Entities | ||||||||
The consolidated financial statements include the accounts of Aaron’s, Inc. and its wholly owned subsidiaries. Intercompany balances and transactions between consolidated entities have been eliminated. | ||||||||
On October 14, 2011, the Company purchased 11.5% of the common stock of Perfect Home Holdings Limited (“Perfect Home”), a privately-held rent-to-own company that is primarily financed by share capital and subordinated debt. Perfect Home is based in the U.K. and operated 64 retail stores as of March 31, 2014. As part of the transaction, the Company also received notes and an option to acquire the remaining interest in Perfect Home at any time through December 31, 2013. The Company did not exercise this purchase option but is in discussions with the owners of Perfect Home to extend the maturity of the notes through June 2015. The Company’s investment is denominated in British Pounds. | ||||||||
Perfect Home is a variable interest entity (“VIE”) as it does not have sufficient equity at risk; however, the Company is not the primary beneficiary and lacks the power through voting or similar rights to direct those activities of Perfect Home that most significantly affect its economic performance. As such, the VIE is not consolidated by the Company. | ||||||||
Because the Company is not able to exercise significant influence over the operating and financial decisions of Perfect Home, the equity portion of the investment in Perfect Home, totaling less than $1,000 at March 31, 2014 and December 31, 2013, is accounted for as a cost method investment and is included in prepaid expenses and other assets in the consolidated balance sheets. The notes purchased from Perfect Home totaling £12.7 million ($21.3 million) and £12.5 million ($20.7 million) at March 31, 2014 and December 31, 2013, respectively, are accounted for as held-to-maturity securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Debt and Equity Securities, and are included in investments in the consolidated balance sheets. The increase in the Company’s British pound-denominated notes during the three months ended March 31, 2014 relates to accretion of the original discount on the notes with a face value of £10 million. Utilizing a Black-Scholes model, the options to buy the remaining interest in Perfect Home and to sell the Company’s interest in Perfect Home were determined to have only nominal values. | ||||||||
The Company’s maximum exposure to any potential losses associated with this VIE is equal to its total recorded investment which totals $21.3 million at March 31, 2014. | ||||||||
Accounting Policies and Estimates | ' | |||||||
Accounting Policies and Estimates | ||||||||
See Note 1 to the consolidated financial statements in the 2013 Annual Report. | ||||||||
Income Taxes | ' | |||||||
Income Taxes | ||||||||
The Company files a federal consolidated income tax return in the U.S., and the Company and its subsidiaries file in various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to federal, state and local tax examinations by tax authorities for years before 2010. | ||||||||
As of March 31, 2014 and December 31, 2013, the amount of uncertain tax benefits that, if recognized, would affect the effective tax rate is $1.7 million and $1.5 million, respectively, including interest and penalties. The Company recognizes potential interest and penalties related to uncertain tax benefits as a component of income tax expense. | ||||||||
Earnings Per Share | ' | |||||||
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) and restricted stock awards (RSAs) as determined under the treasury stock method. The following table shows the calculation of dilutive stock awards for the three months ended March 31, 2014 and 2013 (shares in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Weighted average shares outstanding | 72,467 | 75,760 | ||||||
Effect of dilutive securities: | ||||||||
Stock options | 228 | 545 | ||||||
RSUs | 171 | 256 | ||||||
RSAs | 18 | 13 | ||||||
Weighted average shares outstanding assuming dilution | 72,884 | 76,574 | ||||||
During the first three months of 2014, there were approximately 88,000 weighted-average stock options and 52,000 weighted-average RSUs excluded from the computation for earnings per share assuming dilution because the awards would have been anti-dilutive for the period. There were no anti-dilutive RSAs for the three months ended March 31, 2014. | ||||||||
During first three months of 2013, there were approximately 21,000 anti-dilutive RSUs excluded from the computation for earnings per share assuming dilution because the awards would have been anti-dilutive for the period. There were no anti-dilutive stock options or RSAs for the three months ended March 31, 2013. In addition, approximately 190,000 weighted-average performance-based RSUs are not included in the computation of diluted earnings per share for the three months ended March 31, 2014 due to the fact that the revenue and pre-tax profit margin targets applicable to these awards either have not been met or relate to future performance periods as of March 31, 2014. Refer to Note 10 in the Company’s 2013 Annual Report for additional information regarding the Company’s restricted stock arrangements. | ||||||||
Accelerated Share Repurchase Program | ' | |||||||
Accelerated Share Repurchase Program | ||||||||
In December 2013, the Company entered into an accelerated share repurchase program with a third-party financial institution to purchase $125.0 million of the Company’s common stock, as part of its previously announced share repurchase program. The Company paid $125.0 million and received an initial delivery of 3,502,627 shares, estimated to be approximately 80% of the total number of shares to be repurchased under the agreement, which reduced the Company's shares outstanding at December 31, 2013. The value of the initial shares received on the date of purchase was $100.0 million, reflecting a $28.55 price per share, which was recorded as treasury shares. The Company recorded the remaining $25.0 million as a forward contract indexed to its own common stock in additional paid-in capital for the year ended December 31, 2013. | ||||||||
In February 2014, the accelerated share repurchase program was completed and the Company received 1,000,952 additional shares determined using a volume weighted average price of the Company's stock (inclusive of a discount) during the trading period. All amounts initially classified as additional paid-in capital were reclassified to treasury shares during the first quarter of 2014 upon settlement. | ||||||||
Lease Merchandise | ' | |||||||
Lease Merchandise | ||||||||
All lease merchandise is available for lease or sale. On a monthly basis, all damaged, lost or unsalable merchandise identified is written off. The Company records lease merchandise adjustments on the allowance method. Lease merchandise write-offs totaled $13.4 million and $12.8 million for the three months ended March 31, 2014 and 2013, respectively, and are included in operating expenses in the accompanying consolidated statements of earnings. | ||||||||
Cash and Cash Equivalents | ' | |||||||
Cash and Cash Equivalents | ||||||||
The Company classifies highly liquid investments with maturity dates of three months or less when purchased as cash equivalents. The Company maintains its cash and cash equivalents in a limited number of banks. Bank balances typically exceed coverage provided by the Federal Deposit Insurance Corporation. However, due to the size and strength of the banks where the balances are held, such exposure to loss is considered minimal. | ||||||||
Investments | ' | |||||||
Investments | ||||||||
The Company maintains investments in various corporate debt securities, or bonds. The Company has the positive intent and ability to hold its investments in debt securities to maturity. Accordingly, the Company classifies its investments in debt securities, which mature at various dates from 2014 to 2015, as held-to-maturity securities and carries the investments at amortized cost in the consolidated balance sheets. | ||||||||
The Company evaluates securities for other-than-temporary impairment on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. | ||||||||
Accounts Receivable | ' | |||||||
Accounts Receivable | ||||||||
Accounts receivable consist primarily of receivables due from customers of Company-operated stores, corporate receivables incurred during the normal course of business (primarily related to vendor consideration, real estate leasing activities and in-transit credit card transactions) and franchisee obligations. Accounts receivable, net of allowances, consist of the following: | ||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||
Customers | $ | 5,332 | $ | 8,275 | ||||
Corporate | 14,673 | 16,730 | ||||||
Franchisee | 40,858 | 43,679 | ||||||
$ | 60,863 | $ | 68,684 | |||||
Assets Held for Sale | ' | |||||||
Assets Held for Sale | ||||||||
Certain properties, primarily consisting of parcels of land and commercial buildings as well as the net assets of the RIMCO operating segment, met the held for sale classification criteria as of March 31, 2014 and December 31, 2013. After adjustment to fair value, the $6.4 million and $15.8 million carrying value of these properties has been classified as assets held for sale in the consolidated balance sheets as of March 31, 2014 and December 31, 2013, respectively. In January 2014, the Company sold the 27 Company-operated RIMCO stores which had a carrying value of $9.7 million as of December 31, 2013. | ||||||||
The Company estimated the fair values of real estate properties using the market values for similar properties and estimated the fair value of the RIMCO disposal group based on our expectations of a sale price. These properties are considered Level 2 assets as defined in ASC Topic 820, Fair Value Measurements. | ||||||||
During the three months ended March 31, 2014 and 2013, the Company recorded impairment charges of $161,000 and $2.1 million, respectively. Such impairment charges related primarily to the impairment of various land outparcels and buildings included in the Sales and Lease Ownership segment that the Company decided not to utilize for future expansion and are generally included in other operating (income) expense, net within the consolidated statements of earnings. | ||||||||
Deferred Compensation | ' | |||||||
Deferred Compensation | ||||||||
The Company maintains the Aaron’s, Inc. Deferred Compensation Plan, an unfunded, nonqualified deferred compensation plan for a select group of management, highly compensated employees and non-employee directors. On a pre-tax basis, eligible employees can defer receipt of up to 75% of their base compensation and up to 100% of their incentive pay compensation, and eligible non-employee directors can defer receipt of up to 100% of both their cash and stock director fees. | ||||||||
Compensation deferred under the plan is credited to each participant’s deferral account and a deferred compensation liability is recorded in accounts payable and accrued expenses in the consolidated balance sheets. The deferred compensation liability was $12.6 million as of both March 31, 2014 and December 31, 2013. Liabilities under the plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments. The Company has established a rabbi trust to fund obligations under the plan with Company-owned life insurance. The obligations are unsecured general obligations of the Company and the participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors. The cash surrender value of these insurance contracts totaled $14.1 million as of both March 31, 2014 and December 31, 2013 and is included in prepaid expenses and other assets in the consolidated balance sheets. | ||||||||
During the three month periods ended March 31, 2014 and 2013, deferred compensation expense charged to operations for the Company’s matching contributions totaled $22,000 and $37,000, respectively. Benefits of $501,000 and $274,000 were paid in the first three months of 2014 and 2013, respectively. | ||||||||
Accumulated Other Comprehensive Loss | ' | |||||||
Accumulated Other Comprehensive Loss | ||||||||
Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2014 are as follows: | ||||||||
(In Thousands) | Foreign Currency | Total | ||||||
Balance at January 1, 2014 | $ | (64 | ) | $ | (64 | ) | ||
Other comprehensive loss | (4 | ) | (4 | ) | ||||
Balance at March 31, 2014 | $ | (68 | ) | $ | (68 | ) | ||
There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2014. | ||||||||
Fair Value Measurement | ' | |||||||
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 our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. | ||||||||
The Company measures assets held for sale at fair value on a nonrecurring basis and records impairment charges when they are deemed to be impaired. The Company maintains certain financial assets and liabilities, including investments and fixed-rate long term debt, that are not measured at fair value but for which fair value is disclosed. | ||||||||
The fair values of the Company’s other current financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable, approximate their carrying values due to their short-term nature. |
Basis_and_Summary_of_Significa2
Basis and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule Of Company Operated Store Activity | ' | |||||||
The following table presents store count by ownership type: | ||||||||
Stores (Unaudited) | March 31, 2014 | December 31, 2013 | ||||||
Company-operated stores | ||||||||
Sales and Lease Ownership | 1,262 | 1,262 | ||||||
HomeSmart | 83 | 81 | ||||||
RIMCO | — | 27 | ||||||
Total Company-operated stores | 1,345 | 1,370 | ||||||
Franchised stores1 | 787 | 781 | ||||||
Systemwide stores | 2,132 | 2,151 | ||||||
1 As of March 31, 2014 and December 31, 2013, 941 and 940 franchises had been awarded, respectively. | ||||||||
Calculation of Dilutive Stock Awards | ' | |||||||
The following table shows the calculation of dilutive stock awards for the three months ended March 31, 2014 and 2013 (shares in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Weighted average shares outstanding | 72,467 | 75,760 | ||||||
Effect of dilutive securities: | ||||||||
Stock options | 228 | 545 | ||||||
RSUs | 171 | 256 | ||||||
RSAs | 18 | 13 | ||||||
Weighted average shares outstanding assuming dilution | 72,884 | 76,574 | ||||||
Accounts Receivable Net of Allowances | ' | |||||||
Accounts receivable, net of allowances, consist of the following: | ||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||
Customers | $ | 5,332 | $ | 8,275 | ||||
Corporate | 14,673 | 16,730 | ||||||
Franchisee | 40,858 | 43,679 | ||||||
$ | 60,863 | $ | 68,684 | |||||
Changes in Accumulated Other Comprehensive Loss by Component | ' | |||||||
Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2014 are as follows: | ||||||||
(In Thousands) | Foreign Currency | Total | ||||||
Balance at January 1, 2014 | $ | (64 | ) | $ | (64 | ) | ||
Other comprehensive loss | (4 | ) | (4 | ) | ||||
Balance at March 31, 2014 | $ | (68 | ) | $ | (68 | ) |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Summary of Acquisitions of Lease Contracts, Merchandise and Related Assets of Sales and Lease Ownership Stores | ' | |||||||
The following table summarizes the Company’s acquisitions of lease contracts, merchandise and the related assets of sales and lease ownership stores, none of which was individually material to the Company’s consolidated financial statements, during the three months ended March 31, 2014 and 2013: | ||||||||
(In Thousands, except for store data) | 2014 | 2013 | ||||||
Number of stores acquired, net | 1 | 1 | ||||||
Aggregate purchase price (primarily cash consideration) | $ | 960 | $ | 1,295 | ||||
Purchase price allocation: | ||||||||
Lease Merchandise | 431 | 608 | ||||||
Property, Plant and Equipment | 102 | 66 | ||||||
Other Current Assets and Current Liabilities | (8 | ) | (15 | ) | ||||
Identifiable Intangible Assets1 | ||||||||
Customer Relationships | 53 | 82 | ||||||
Non-Compete Agreements | 44 | 59 | ||||||
Acquired Franchise Development Rights | 6 | 24 | ||||||
Goodwill2 | 332 | 471 | ||||||
1 | The Company amortizes customer relationship intangible assets on a straight-line basis over a two-year estimated useful life. The Company amortizes non-compete intangible assets on a straight-line basis over a three-year estimated useful life. The Company amortizes acquired franchise development rights on a straight-line basis over the unexpired life of the franchisee’s ten year area development agreement. | |||||||
2 | Goodwill recognized from acquisitions primarily relates to the future strategic benefits expected to be realized upon integrating the businesses. All goodwill resulting from the Company’s 2014 and 2013 acquisitions is expected to be deductible for tax purposes. During the three months ended March 31, 2014, goodwill of approximately $332,000 was assigned to the Company’s Sales and Lease Ownership operating segment. During the three months ended March 31, 2013, goodwill of approximately $471,000 was assigned to the Company’s Sales and Lease Ownership. | |||||||
NOTE 2. | ACQUISITIONS | |||||||
The following table summarizes the Company’s acquisitions of lease contracts, merchandise and the related assets of sales and lease ownership stores, none of which was individually material to the Company’s consolidated financial statements, during the three months ended March 31, 2014 and 2013: | ||||||||
(In Thousands, except for store data) | 2014 | 2013 | ||||||
Number of stores acquired, net | 1 | 1 | ||||||
Aggregate purchase price (primarily cash consideration) | $ | 960 | $ | 1,295 | ||||
Purchase price allocation: | ||||||||
Lease Merchandise | 431 | 608 | ||||||
Property, Plant and Equipment | 102 | 66 | ||||||
Other Current Assets and Current Liabilities | (8 | ) | (15 | ) | ||||
Identifiable Intangible Assets1 | ||||||||
Customer Relationships | 53 | 82 | ||||||
Non-Compete Agreements | 44 | 59 | ||||||
Acquired Franchise Development Rights | 6 | 24 | ||||||
Goodwill2 | 332 | 471 | ||||||
1 | The Company amortizes customer relationship intangible assets on a straight-line basis over a two-year estimated useful life. The Company amortizes non-compete intangible assets on a straight-line basis over a three-year estimated useful life. The Company amortizes acquired franchise development rights on a straight-line basis over the unexpired life of the franchisee’s ten year area development agreement. | |||||||
2 | Goodwill recognized from acquisitions primarily relates to the future strategic benefits expected to be realized upon integrating the businesses. All goodwill resulting from the Company’s 2014 and 2013 acquisitions is expected to be deductible for tax purposes. During the three months ended March 31, 2014, goodwill of approximately $332,000 was assigned to the Company’s Sales and Lease Ownership operating segment. During the three months ended March 31, 2013, goodwill of approximately $471,000 was assigned to the Company’s Sales and Lease Ownership. | |||||||
Acquisitions have been accounted for as business combinations, and the results of operations of the acquired businesses are included in the Company’s results of operations from their dates of acquisition. The effect of these acquisitions on the consolidated financial statements for the three months ended March 31, 2014 and 2013 was not significant. The valuation and acquisition accounting related to current year transactions is tentative and preliminary. The Company anticipates finalizing the valuation and acquisition accounting prior to December 31, 2014. | ||||||||
In addition, the Company completed a material acquisition after the end of the first quarter 2014. See Note 8 to these consolidated financial statements. |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | |||||||||||||||||||||||
The following table summarizes financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Deferred Compensation Liability | $ | — | $ | (12,608 | ) | $ | — | $ | — | $ | (12,557 | ) | $ | — | ||||||||||
Assets Measured at Fair Value on Nonrecurring Basis | ' | |||||||||||||||||||||||
The following table summarizes non-financial assets measured at fair value on a nonrecurring basis: | ||||||||||||||||||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets Held for Sale | $ | — | $ | 6,429 | $ | — | $ | — | $ | 15,840 | $ | — | ||||||||||||
Fair Value of Assets (Liabilities) Not Measured at Fair Value In Consolidated Balance Sheets | ' | |||||||||||||||||||||||
The following table summarizes the fair value of assets (liabilities) that are not measured at fair value in the consolidated balance sheets, but for which the fair value is disclosed: | ||||||||||||||||||||||||
(In Thousands) | 31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Corporate Bonds1 | $ | — | $ | 85,324 | $ | — | $ | — | $ | 91,785 | $ | — | ||||||||||||
Perfect Home Notes2 | — | — | 21,251 | — | — | 20,661 | ||||||||||||||||||
Fixed-Rate Long Term Debt3 | — | (130,139 | ) | — | — | (130,687 | ) | — | ||||||||||||||||
1 | The fair value of corporate bonds is determined through the use of model-based valuation techniques for which all significant assumptions are observable in the market. | |||||||||||||||||||||||
2 | The Perfect Home notes were initially valued at cost. The Company periodically reviews the valuation utilizing company-specific transactions or changes in Perfect Home’s financial performance to determine if fair value adjustments are necessary. | |||||||||||||||||||||||
3 | The fair value of fixed-rate long term debt is estimated using the present value of underlying cash flows discounted at a current market yield for similar instruments. The carrying value of fixed-rate long term debt was $125.0 million at March 31, 2014 and December 31, 2013. | |||||||||||||||||||||||
Investments Classified as Held to Maturity Securities | ' | |||||||||||||||||||||||
At March 31, 2014 and December 31, 2013, investments classified as held-to-maturity securities consisted of the following: | ||||||||||||||||||||||||
Gross Unrealized | ||||||||||||||||||||||||
(In Thousands) | Amortized Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||||||
Corporate Bonds | $ | 85,190 | $ | 159 | $ | (25 | ) | $ | 85,324 | |||||||||||||||
Perfect Home Notes | 21,251 | — | — | 21,251 | ||||||||||||||||||||
Total | $ | 106,441 | $ | 159 | $ | (25 | ) | $ | 106,575 | |||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||
Corporate Bonds | $ | 91,730 | $ | 98 | $ | (43 | ) | $ | 91,785 | |||||||||||||||
Perfect Home Notes | 20,661 | — | — | 20,661 | ||||||||||||||||||||
Total | $ | 112,391 | $ | 98 | $ | (43 | ) | $ | 112,446 | |||||||||||||||
Amortized Cost and Fair Value of Held to Maturity Securities | ' | |||||||||||||||||||||||
The amortized cost and fair value of held-to-maturity debt securities by contractual maturity at March 31, 2014 are as follows: | ||||||||||||||||||||||||
(In Thousands) | Amortized Cost | Fair Value | ||||||||||||||||||||||
Due in one year or less | $ | 67,460 | $ | 67,527 | ||||||||||||||||||||
Due in years one through two | 38,981 | 39,048 | ||||||||||||||||||||||
Total | $ | 106,441 | $ | 106,575 | ||||||||||||||||||||
Held to Maturity Securities with Gross Unrealized Losses | ' | |||||||||||||||||||||||
Information pertaining to held-to-maturity debt securities with gross unrealized losses is as follows: | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
(In Thousands) | Fair Value | Gross | Fair Value | Gross | Fair Value | Gross | ||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
Losses | Losses | Losses | ||||||||||||||||||||||
March 31, 2014 | ||||||||||||||||||||||||
Corporate Bonds | $ | 9,763 | $ | (14 | ) | $ | 5,163 | $ | (11 | ) | $ | 14,926 | $ | (25 | ) | |||||||||
December 31, 2013 | ||||||||||||||||||||||||
Corporate Bonds | $ | 28,839 | $ | (40 | ) | $ | 2,614 | $ | (3 | ) | $ | 31,453 | $ | (43 | ) | |||||||||
Segments_Tables
Segments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Information on Segments and Reconciliation to Earnings Before Income Taxes from Continuing Operations | ' | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(In Thousands) | 2014 | 2013 | ||||||
Revenues From External Customers: | ||||||||
Sales and Lease Ownership | $ | 548,711 | $ | 551,711 | ||||
HomeSmart | 17,404 | 16,937 | ||||||
Franchise | 18,084 | 18,200 | ||||||
Manufacturing | 31,155 | 27,711 | ||||||
Other | 1,898 | 5,849 | ||||||
Revenues of Reportable Segments | 617,252 | 620,408 | ||||||
Elimination of Intersegment Revenues | (30,258 | ) | (27,025 | ) | ||||
Cash to Accrual Adjustments | (1,571 | ) | (373 | ) | ||||
Total Revenues from External Customers | $ | 585,423 | $ | 593,010 | ||||
Earnings (Loss) Before Income Taxes: | ||||||||
Sales and Lease Ownership | $ | 55,619 | $ | 63,825 | ||||
HomeSmart | (69 | ) | (209 | ) | ||||
Franchise | 14,558 | 14,509 | ||||||
Manufacturing | 547 | 593 | ||||||
Other | (9,927 | ) | (2,699 | ) | ||||
Earnings Before Income Taxes for Reportable Segments | 60,728 | 76,019 | ||||||
Elimination of Intersegment Profit | (509 | ) | (604 | ) | ||||
Cash to Accrual and Other Adjustments | 491 | 5,627 | ||||||
Total Earnings Before Income Taxes | $ | 60,710 | $ | 81,042 | ||||
(In Thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Assets: | ||||||||
Sales and Lease Ownership | $ | 1,416,740 | $ | 1,431,720 | ||||
HomeSmart | 47,848 | 47,970 | ||||||
Franchise | 44,174 | 47,788 | ||||||
Manufacturing1 | 22,704 | 24,305 | ||||||
Other | 329,764 | 275,393 | ||||||
Total Assets | $ | 1,861,230 | $ | 1,827,176 | ||||
1 | Includes inventory (principally raw materials and work-in-process) that has been classified within lease merchandise in the consolidated balance sheets of $12.8 million and $14.0 million as of March 31, 2014 and December 31, 2013, respectively. |
Basis_and_Summary_of_Significa3
Basis and Summary of Significant Accounting Policies - Additional Information (Detail) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||
Dec. 03, 2013 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 03, 2013 | Dec. 03, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Oct. 14, 2011 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | Treasury Stock | Additional Paid-in Capital | Stock Option | Restricted stock units | Performance based restricted stock units | Performance based restricted stock units | Restricted stock awards | RIMCO | RIMCO | RIMCO | Sales and Lease Ownership | Employee | Non Employee Director | Variable Interest Entity, Not Primary Beneficiary | Variable Interest Entity, Not Primary Beneficiary | Variable Interest Entity, Not Primary Beneficiary | Variable Interest Entity, Not Primary Beneficiary | Variable Interest Entity, Not Primary Beneficiary | Variable Interest Entity, Not Primary Beneficiary | Variable Interest Entity, Not Primary Beneficiary | Level 2 | Level 2 | ||
store | store | USD ($) | USD ($) | store | store | store | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | Maximum | Maximum | USD ($) | USD ($) | ||||||||||||
right | store | USD ($) | USD ($) | ||||||||||||||||||||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stores sold during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of franchise rights sold during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of franchises granted during period | ' | ' | 941 | ' | 940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Number of retail stores | ' | ' | 1,345 | ' | 1,370 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 27 | ' | ' | ' | ' | 64 | 64 | ' | ' | ' | ' | ' | ' |
Investment included in prepaid expenses and other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | ' | ' |
Held to maturity securities | ' | ' | 106,441,000 | ' | 112,391,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,300,000 | 12,700,000 | 20,700,000 | 12,500,000 | ' | ' | ' | ' |
Held to maturity securities, face value | ' | ' | 106,441,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' |
Maximum exposure to any potential losses associated with VIE | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,300,000 | ' | ' | ' | ' | ' | ' | ' |
Uncertain tax benefits that, if recognized, would affect effective tax rate | ' | ' | 1,700,000 | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive Securities excluded from the computation of earnings per share assuming dilution | ' | ' | ' | ' | ' | ' | ' | 88,000 | 52,000 | 190,000 | 21,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease merchandise adjustments | ' | ' | 13,400,000 | 12,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased during period, value | 125,000,000 | ' | ' | ' | ' | 100,000,000 | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased during period, shares | 3,502,627 | 1,000,952 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, percent of shares authorized for repurchase | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accelerated share repurchases, initial price paid per share | ' | ' | ' | ' | ' | $28.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | ' | 6,429,000 | ' | 15,840,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held-for-sale, at carrying value | ' | ' | ' | ' | 9,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | -2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -161,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of receipt of base compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred compensation liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,608,000 | -12,557,000 |
Percentage of receipt of incentive pay compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash surrender value of company-owned life insurance ("COLI") contracts | ' | ' | ' | ' | 14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred compensation expense charged to operations for Company's matching contributions | ' | ' | 22,000 | 37,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefits paid | ' | ' | $501,000 | $274,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis_and_Summary_of_Significa4
Basis and Summary of Significant Accounting Policies - Store Count by Ownership Type (Details) | Mar. 31, 2014 | Dec. 31, 2013 |
store | store | |
Significant Accounting Policies [Line Items] | ' | ' |
Number of retail stores | 1,345 | 1,370 |
Sales And Lease Ownership Excluding Rimco | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Number of retail stores | 1,262 | 1,262 |
HomeSmart | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Number of retail stores | 83 | 81 |
RIMCO | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Number of retail stores | 0 | 27 |
Franchise Stores | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Number of retail stores | 787 | 781 |
Systemwide Stores | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Number of retail stores | 2,132 | 2,151 |
Calculation_of_Dilutive_Stock_
Calculation of Dilutive Stock Awards (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Weighted average shares outstanding | 72,467 | 75,760 |
Weighted average shares outstanding assuming dilution | 72,884 | 76,574 |
Stock Option | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Effect of dilutive securities | 228 | 545 |
Restricted stock units | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Effect of dilutive securities | 171 | 256 |
Restricted stock awards | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Effect of dilutive securities | 18 | 13 |
Accounts_Receivable_Net_of_All
Accounts Receivable Net of Allowances (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financing Receivable, Impaired [Line Items] | ' | ' |
Accounts receivable, net of allowances | $60,863 | $68,684 |
Customer | ' | ' |
Financing Receivable, Impaired [Line Items] | ' | ' |
Accounts receivable, net of allowances | 5,332 | 8,275 |
Corporate | ' | ' |
Financing Receivable, Impaired [Line Items] | ' | ' |
Accounts receivable, net of allowances | 14,673 | 16,730 |
Franchise | ' | ' |
Financing Receivable, Impaired [Line Items] | ' | ' |
Accounts receivable, net of allowances | $40,858 | $43,679 |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Loss by Component (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Accumulated Other Comprehensive Income [Roll Forward] | ' | ' |
Balance at January 1, 2014 | ($64) | ' |
Other comprehensive loss | -4 | -11 |
Balance at March 31, 2014 | -68 | ' |
Foreign Currency | ' | ' |
Accumulated Other Comprehensive Income [Roll Forward] | ' | ' |
Balance at January 1, 2014 | -64 | ' |
Other comprehensive loss | -4 | ' |
Balance at March 31, 2014 | ($68) | ' |
Summary_of_Acquisitions_of_Lea
Summary of Acquisitions of Lease Contracts, Merchandise and Related Assets of Sales and Lease Ownership Stores (Detail) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | ||
store | store | ||||
Business Acquisition [Line Items] | ' | ' | ' | ||
Number of stores acquired, net | 1 | 1 | ' | ||
Aggregate purchase price (primarily cash consideration) | $960 | $1,295 | ' | ||
Lease Merchandise | 431 | 608 | ' | ||
Property, Plant and Equipment | 102 | 66 | ' | ||
Other Current Assets and Current Liabilities | -8 | -15 | ' | ||
Goodwill | 238,298 | ' | 239,181 | ||
Sales and Lease Ownership | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ||
Goodwill | 332 | [1] | 471 | [1] | ' |
Customer relationship intangibles | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ||
Identifiable Intangible Assets | 53 | [1] | 82 | [1] | ' |
Non-compete intangibles | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ||
Identifiable Intangible Assets | 44 | [1] | 59 | [1] | ' |
Acquired franchise development rights | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ||
Identifiable Intangible Assets | $6 | [1] | $24 | [1] | ' |
[1] | Goodwill recognized from acquisitions primarily relates to the future strategic benefits expected to be realized upon integrating the businesses. All goodwill resulting from the Company’s 2014 and 2013 acquisitions is expected to be deductible for tax purposes. During the three months ended March 31, 2014, goodwill of approximately $332,000 was assigned to the Company’s Sales and Lease Ownership operating segment. During the three months ended March 31, 2013, goodwill of approximately $471,000 was assigned to the Company’s Sales and Lease Ownership. |
Summary_of_Acquisitions_of_Lea1
Summary of Acquisitions of Lease Contracts, Merchandise and Related Assets of Sales and Lease Ownership Stores (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | ||
In Thousands, unless otherwise specified | Customer relationship intangibles | Non-compete intangibles | Acquired franchise development rights | Sales and Lease Ownership | Sales and Lease Ownership | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ||
Amortization period of intangible assets | ' | ' | '2 years | '3 years | '10 years | ' | ' | ||
Goodwill | $238,298 | $239,181 | ' | ' | ' | $332 | [1] | $471 | [1] |
[1] | Goodwill recognized from acquisitions primarily relates to the future strategic benefits expected to be realized upon integrating the businesses. All goodwill resulting from the Company’s 2014 and 2013 acquisitions is expected to be deductible for tax purposes. During the three months ended March 31, 2014, goodwill of approximately $332,000 was assigned to the Company’s Sales and Lease Ownership operating segment. During the three months ended March 31, 2013, goodwill of approximately $471,000 was assigned to the Company’s Sales and Lease Ownership. |
Fair_Value_Measurement_Fair_Va
Fair Value Measurement Fair Value Measurement - Additional Information (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Mar. 31, 2014 | |
securities | securities | RIMCO | RIMCO | ||
store | |||||
right | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Number of stores sold during period | ' | ' | ' | 27 | ' |
Number of franchise rights sold during period | ' | ' | ' | 5 | ' |
Proceeds from dispositions of business | $13,295,000 | $0 | ' | ' | $10,000,000 |
Asset impairment charges | ' | ' | ' | ' | 766,000 |
Net loss on disposition of business | ' | ' | ' | ' | $718,000 |
Number of securities in unrealized loss position | 8 | ' | 18 | ' | ' |
Number of securities | 44 | ' | 48 | ' | ' |
Summary_of_Financial_Assets_an
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Level 2, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 2 | ' | ' |
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' |
Deferred Compensation Liability | ($12,608) | ($12,557) |
Assets_Measured_At_Fair_Value_
Assets Measured At Fair Value on Nonrecurring Basis (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets held for sale | $6,429 | $15,840 |
Fair_Value_of_Assets_Liabiliti
Fair Value of Assets (Liabilities) Not Measured at Fair Value In Consolidated Balance Sheets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Fair Value | $106,575 | $112,446 |
Fixed Rate | Level 2 | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long term debt, fair value | ($130,139) | ($130,687) |
Fair_Value_of_Assets_Liabiliti1
Fair Value of Assets (Liabilities) Not Measured at Fair Value In Consolidated Balance Sheets (Parenthetical) (Detail) (Fixed Rate, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fixed Rate | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long term debt, carrying value | $125 | $125 |
Amortized_Cost_Gross_Unrealize
Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Investment Securities Held to Maturity (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Amortized Cost | $106,441 | $112,391 |
Gross Unrealized Gains | 159 | 98 |
Gross Unrealized Losses | -25 | -43 |
Fair Value | 106,575 | 112,446 |
Corporate Bond | ' | ' |
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Amortized Cost | 85,190 | 91,730 |
Gross Unrealized Gains | 159 | 98 |
Gross Unrealized Losses | -25 | -43 |
Fair Value | 85,324 | 91,785 |
Perfect Home Bonds | ' | ' |
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Amortized Cost | 21,251 | 20,661 |
Fair Value | $21,251 | $20,661 |
Amortized_Cost_and_Fair_Value_
Amortized Cost and Fair Value of Held to Maturity Securities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Amortized Cost | $106,441 | ' |
Fair Value | 106,575 | 112,446 |
Due in one year or less | ' | ' |
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Amortized Cost | 67,460 | ' |
Fair Value | 67,527 | ' |
Due in years one through two | ' | ' |
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Amortized Cost | 38,981 | ' |
Fair Value | $39,048 | ' |
Information_Pertaining_to_Held
Information Pertaining to Held to Maturity Securities With Gross Unrealized Losses (Detail) (Corporate Bond, USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Corporate Bond | ' | ' |
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Less than 12 months Fair Value | $9,763 | $28,839 |
Less than 12 months Gross Unrealized Losses | -14 | -40 |
12 months or longer Fair Value | 5,163 | 2,614 |
12 months or longer Gross Unrealized Losses | -11 | -3 |
Total Fair Value | 14,926 | 31,453 |
Total Gross Unrealized Losses | ($25) | ($43) |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Line Items] | ' |
Leases of warehouse and retail store space under operating lease, expiring time | '2029 |
Event of default, loan due In full, term | '90 days |
Portion that Company might be obligated to repay in the event franchisees defaulted | $104,100,000 |
Fair value of franchise related borrowings | 1,800,000 |
Loss contingency accrual | 33,100,000 |
Minimum range of possible loss | 0 |
Maximum range of possible loss | 4,600,000 |
Marketing and Advertising Expense | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Contractual commitments future minimum payments due | 27,900,000 |
Minimum | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Renewal options of leases for additional periods | '1 year |
Range of possible loss | 0 |
Maximum | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Renewal options of leases for additional periods | '20 years |
Leases of transportation and computer equipment under operating leases, expiring period | '5 years |
Range of possible loss | 8,000,000 |
Kunstmann et al | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Number of plaintiffs | 227 |
Number of summary judgments sought | 2 |
Number of summary judgments sought, entirety of class member claims | 1 |
Kurtis Jewell | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Number of employees opted for lawsuit | 1,788 |
Maximum percentage of class size expected to represent class members in lawsuit | 7.00% |
Margaret Korrow | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Statutory penalty damages, per violation | 100 |
Lomi Price | Maximum | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Loss contingency, damages sought, value | $250,000 |
Segments_Additional_Informatio
Segments - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | 1 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | |
segments | RIMCO | ||
store | |||
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of Operating segments | 4 | ' | ' |
Number of stores sold during period | ' | ' | 27 |
Approximate percentage of segment revenue charged as an allocation of corporate overhead | 5.00% | 5.00% | ' |
Information_on_Segments_and_Re
Information on Segments and Reconciliation to Earnings Before Income Taxes from Continuing Operations (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | $585,423 | $593,010 | ' |
EARNINGS BEFORE INCOME TAXES | 60,710 | 81,042 | ' |
Assets | 1,861,230 | ' | 1,827,176 |
Sales and Lease Ownership | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 548,711 | 551,711 | ' |
EARNINGS BEFORE INCOME TAXES | 55,619 | 63,825 | ' |
Assets | 1,416,740 | ' | 1,431,720 |
HomeSmart | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 17,404 | 16,937 | ' |
EARNINGS BEFORE INCOME TAXES | -69 | -209 | ' |
Assets | 47,848 | ' | 47,970 |
Franchise | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 18,084 | 18,200 | ' |
EARNINGS BEFORE INCOME TAXES | 14,558 | 14,509 | ' |
Assets | 44,174 | ' | 47,788 |
Manufacturing | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 31,155 | 27,711 | ' |
EARNINGS BEFORE INCOME TAXES | 547 | 593 | ' |
Assets | 22,704 | ' | 24,305 |
All Other Segments | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 1,898 | 5,849 | ' |
EARNINGS BEFORE INCOME TAXES | -9,927 | -2,699 | ' |
Assets | 329,764 | ' | 275,393 |
Reportable Segments | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 617,252 | 620,408 | ' |
EARNINGS BEFORE INCOME TAXES | 60,728 | 76,019 | ' |
Elimination of Intersegment | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | -30,258 | -27,025 | ' |
EARNINGS BEFORE INCOME TAXES | -509 | -604 | ' |
Cash to Accrual and Other Adjustments | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | -1,571 | -373 | ' |
EARNINGS BEFORE INCOME TAXES | $491 | $5,627 | ' |
Information_on_Segments_and_Re1
Information on Segments and Reconciliation to Earnings Before Income Taxes from Continuing Operations (Parenthetical) (Detail) (Manufacturing, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Manufacturing | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Inventory (principally raw materials and work-in-process) | $12.80 | $14 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Apr. 14, 2014 | Apr. 12, 2014 | Apr. 14, 2014 | Apr. 12, 2014 | Apr. 14, 2014 | Apr. 12, 2014 | Apr. 14, 2014 | Apr. 14, 2014 | Apr. 14, 2014 | Apr. 12, 2014 | Apr. 14, 2014 | Apr. 14, 2014 | Apr. 14, 2014 | |
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||
Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Term Loan | Unsecured Debt | Swingline Loan Subfacility | Swingline Loan Subfacility | Senior Unsecured Notes | Senior Unsecured Notes | Progressive Finance Holdings, LLC | |||
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Letter of Credit | Letter of Credit | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Senior Unsecured Notes, 4.75% Note Due 2017 | Senior Unsecured Notes, 3.75% Note Due 2018 | purchase_agreement | |||
Amended Credit Facility | Amended Credit Facility | Franchise Loan Facility | Franchise Loan Facility | Amended Credit Facility | Amended Credit Facility | Amended Credit Facility | Amended Credit Facility | Amended Credit Facility | Amended Credit Facility | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, percentage of voting interests acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Aggregate purchase price (primarily cash consideration) | $960,000 | $1,295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $700,000,000 |
Number of purchase agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Line of credit facility, current borrowing capacity | ' | ' | 200,000,000 | 140,000,000 | 175,000,000 | 200,000,000 | 20,000,000 | 10,000,000 | 126,300,000 | 200,000,000 | 25,000,000 | 15,000,000 | ' | ' | ' |
Proceeds from lines of credit | ' | ' | 65,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | 125,000,000 | ' |
Debt instrument, interest rate, stated percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.75% | 3.75% | ' |
Debt instrument, annual principal payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60,000,000 | ' | ' |