Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | AAN | |
Entity Registrant Name | AARON'S INC | |
Entity Central Index Key | 706688 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 72,574,200 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS: | ||
Cash and Cash Equivalents | $129,837 | $3,549 |
Investments | 20,724 | 21,311 |
Accounts Receivable (net of allowances of $26,034 in 2015 and $27,401 in 2014) | 105,602 | 107,383 |
Lease Merchandise (net of accumulated depreciation of $690,687 in 2015 and $701,822 in 2014) | 1,048,279 | 1,087,032 |
Property, Plant and Equipment at Cost (net of accumulated depreciation of $220,194 in 2015 and $216,065 in 2014) | 214,518 | 219,417 |
Goodwill | 529,806 | 530,670 |
Other Intangibles (net of accumulated amortization of $39,793 in 2015 and $33,250 in 2014) | 290,509 | 297,471 |
Income Tax Receivable | 6,797 | 124,095 |
Prepaid Expenses and Other Assets | 52,539 | 59,560 |
Assets Held For Sale | 6,049 | 6,356 |
Total Assets | 2,404,660 | 2,456,844 |
LIABILITIES & SHAREHOLDERS’ EQUITY: | ||
Accounts Payable and Accrued Expenses | 288,456 | 270,421 |
Accrued Regulatory Expense | 23,780 | 27,200 |
Deferred Income Taxes Payable | 237,177 | 268,551 |
Customer Deposits and Advance Payments | 59,782 | 61,069 |
Debt | 520,668 | 606,082 |
Total Liabilities | 1,129,863 | 1,233,323 |
Commitments and Contingencies | ||
Shareholders’ Equity: | ||
Common Stock, Par Value $.50 Per Share: Authorized: 225,000,000 Shares at March 31, 2015 and December 31, 2014; Shares Issued: 90,752,123 at March 31, 2015 and December 31, 2014 | 45,376 | 45,376 |
Additional Paid-in Capital | 230,079 | 227,290 |
Retained Earnings | 1,321,808 | 1,274,233 |
Accumulated Other Comprehensive Loss | -87 | -90 |
Stockholders' Equity before Treasury Stock, Total | 1,597,176 | 1,546,809 |
Common Stock: 18,212,242 Shares at March 31, 2015 and 18,263,589 at December 31, 2014 | -322,379 | -323,288 |
Total Shareholders’ Equity | 1,274,797 | 1,223,521 |
Total Liabilities & Shareholders’ Equity | $2,404,660 | $2,456,844 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $26,034 | $27,401 |
Lease Merchandise, Accumulated depreciation | 690,687 | 701,822 |
Property, Plant and Equipment at Cost, accumulated depreciation and amortization | 220,194 | 216,065 |
Other Intangibles, accumulated amortization | $39,793 | $33,250 |
Common Stock, Par Value (in dollars per share) | $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 | 18,212,242 | 18,263,589 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Earnings (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
REVENUES: | ||
Lease Revenues and Fees | $695,282 | $459,816 |
Retail Sales | 11,994 | 14,510 |
Non-Retail Sales | 96,037 | 91,625 |
Franchise Royalties and Fees | 17,004 | 18,084 |
Other | 1,497 | 1,388 |
Revenues, Total | 821,814 | 585,423 |
COSTS AND EXPENSES: | ||
Depreciation of Lease Merchandise | 315,986 | 167,912 |
Retail Cost of Sales | 7,704 | 9,013 |
Non-Retail Cost of Sales | 86,852 | 82,907 |
Operating Expenses | 327,920 | 262,699 |
Financial Advisory and Legal Costs | 0 | 872 |
Progressive-Related Transaction Costs | 0 | 803 |
Other Operating Income, Net | -1,460 | -677 |
Costs and Expenses, Total | 737,002 | 523,529 |
OPERATING PROFIT | 84,812 | 61,894 |
Interest Income | 439 | 753 |
Interest Expense | -5,969 | -1,533 |
Other Non-Operating Expense, Net | -1,452 | -404 |
EARNINGS BEFORE INCOME TAXES | 77,830 | 60,710 |
INCOME TAXES | 28,587 | 22,371 |
NET EARNINGS | $49,243 | $38,339 |
EARNINGS PER SHARE | ||
Basic (in dollars per share) | $0.68 | $0.53 |
Assuming Dilution (in dollars per share) | $0.68 | $0.53 |
CASH DIVIDENDS DECLARED PER SHARE: | ||
Common Stock (in dollars per share) | $0.02 | $0.02 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic (in shares) | 72,517 | 72,467 |
Assuming Dilution (in shares) | 72,855 | 72,884 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net Earnings | $49,243 | $38,339 |
Other Comprehensive Income (Loss): | ||
Foreign Currency Translation Adjustment | 3 | -4 |
Total Other Comprehensive Income (Loss) | 3 | -4 |
Comprehensive Income | $49,246 | $38,335 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
OPERATING ACTIVITIES: | ||
Net Earnings | $49,243 | $38,339 |
Adjustments to Reconcile Net Earnings to Cash Provided by Operating Activities: | ||
Depreciation of Lease Merchandise | 315,986 | 167,912 |
Other Depreciation and Amortization | 19,944 | 14,061 |
Bad Debt Expense | 29,931 | 4,558 |
Stock-Based Compensation | 3,016 | 792 |
Deferred Income Taxes | -32,400 | -27,137 |
Other Changes, Net | -965 | -550 |
Changes in Operating Assets and Liabilities, Net of Effects of Acquisitions and Dispositions: | ||
Additions to Lease Merchandise | -444,841 | -276,376 |
Book Value of Lease Merchandise Sold or Disposed | 164,114 | 104,217 |
Accounts Receivable | -23,012 | 5,824 |
Prepaid Expenses and Other Assets | 6,535 | -356 |
Income Tax Receivable | 117,298 | 2,199 |
Accounts Payable and Accrued Expenses | 24,827 | 25,736 |
Accrued Regulatory Expense | -3,420 | 0 |
Customer Deposits and Advance Payments | -1,287 | -3,536 |
Cash Provided by Operating Activities | 224,969 | 55,683 |
INVESTING ACTIVITIES: | ||
Proceeds from Maturities and Calls of Investments | 0 | 5,819 |
Additions to Property, Plant and Equipment | -9,758 | -15,459 |
Acquisitions of Businesses and Contracts | -3,623 | -960 |
Proceeds from Dispositions of Businesses and Contracts | 0 | 13,295 |
Proceeds from Sale of Property, Plant and Equipment | 1,027 | 1,401 |
Cash (Used in) Provided by Investing Activities | -12,354 | 4,096 |
FINANCING ACTIVITIES: | ||
Proceeds from Debt | 30,150 | 1,333 |
Repayments on Debt | -115,564 | -2,000 |
Dividends Paid | -1,668 | -3,121 |
Excess Tax Benefits from Stock-Based Compensation | 53 | 1,151 |
Issuance of Stock Under Stock Option Plans | 702 | 2,447 |
Cash Used in Financing Activities | -86,327 | -190 |
Increase in Cash and Cash Equivalents | 126,288 | 59,589 |
Cash and Cash Equivalents at Beginning of Period | 3,549 | 231,091 |
Cash and Cash Equivalents at End of Period | $129,837 | $290,680 |
Basis_and_Summary_of_Significa
Basis and Summary of Significant Accounting Policies | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Basis and Summary of Significant Accounting Policies | 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 furniture, consumer electronics, computers, appliances and household accessories throughout the United States and Canada. | ||||||||
On April 14, 2014, the Company acquired a 100% ownership interest in Progressive Finance Holdings, LLC (“Progressive”), a leading virtual lease-to-own company, for merger consideration of $700.0 million, net of cash acquired. Progressive provides lease-purchase solutions through over 15,000 retail locations in 46 states. It does so by purchasing merchandise from third-party retailers desired by those retailers' customers and, in turn, leasing that merchandise to the customers on a lease-to-own basis. Progressive consequently has no stores of its own, but rather offers lease-purchase solutions to the customers of traditional retailers. | ||||||||
Subsequent to the Progressive acquisition, our major operating divisions are the Aaron’s Sales & Lease Ownership division (established as a monthly payment concept), Progressive, HomeSmart (established as a weekly payment concept) and Woodhaven Furniture Industries, which manufactures and supplies the majority of the upholstered furniture and bedding leased and sold in our stores. | ||||||||
The following table presents store count by ownership type for the Company's store-based operations: | ||||||||
Stores (Unaudited) | March 31, 2015 | December 31, 2014 | ||||||
Company-operated stores | ||||||||
Sales and Lease Ownership | 1,235 | 1,243 | ||||||
HomeSmart | 83 | 83 | ||||||
Total Company-operated stores | 1,318 | 1,326 | ||||||
Franchised stores | 790 | 782 | ||||||
Systemwide stores | 2,108 | 2,108 | ||||||
Basis of Presentation | ||||||||
The preparation of the Company’s condensed 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 condensed consolidated financial statements do not include all information required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission for the year ended December 31, 2014 (the “2014 Annual Report”). The results of operations for the three months ended March 31, 2015 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. | ||||||||
Principles of Consolidation and Variable Interest Entities | ||||||||
The condensed 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 67 retail stores as of March 31, 2015. 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. In May 2014, subsequent to the Company's decision not to exercise the purchase option, the Company and Perfect Home extended the maturity date of the notes to June 30, 2015, canceled the Company's equity interest in Perfect Home and terminated the option. | ||||||||
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 the activities of Perfect Home that most significantly affect its economic performance. As such, the VIE is not consolidated by the Company. | ||||||||
The notes purchased from Perfect Home totaling £14.0 million ($20.7 million) and £13.7 million ($21.3 million) at March 31, 2015 and December 31, 2014, 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 condensed consolidated balance sheets. The increase in the Company’s British pound-denominated notes during the three months ended March 31, 2015 relates to accretion of the original discount on the notes with a face value of £10.0 million. | ||||||||
The Company’s maximum exposure to any potential losses associated with this VIE is equal to its total recorded investment which was $20.7 million at March 31, 2015. | ||||||||
Accounting Policies and Estimates | ||||||||
See Note 1 to the consolidated financial statements in the 2014 Annual Report. | ||||||||
Sales Taxes | ||||||||
The Company presents sales net of related taxes for its traditional lease-to-own (“core”) business. Prior to 2015, Progressive presented lease revenues on a gross basis with sales taxes included. Effective January 1, 2015, Progressive conformed its presentation of sales tax to that of the core business. As such, for the three months ended March 31, 2015, revenues on a consolidated basis are presented net of related taxes. The current period presentation change had no impact on the prior period presentation due to the fact that Progressive's results of operations have only been included in the Company’s condensed results of operations from the April 14, 2014 acquisition date. | ||||||||
Income Taxes | ||||||||
The Company files a federal consolidated income tax return in the United States, 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 2011. | ||||||||
As of March 31, 2015 and December 31, 2014, the amount of uncertain tax benefits that, if recognized, would affect the effective tax rate is $2.3 million and $2.1 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, restricted stock awards and performance share units (collectively, “share-based awards”) as determined under the treasury stock method. The following table shows the calculation of dilutive share-based awards for the three months ended March 31, 2015 and 2014 (shares in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(Shares In Thousands) | 2015 | 2014 | ||||||
Weighted average shares outstanding | 72,517 | 72,467 | ||||||
Effect of dilutive securities: | ||||||||
Dilutive effect of share-based awards | 338 | 417 | ||||||
Weighted average shares outstanding assuming dilution | 72,855 | 72,884 | ||||||
Approximately 468,000 and 140,000 weighted-average share-based awards were excluded from the computation for earnings per share assuming dilution during the three months ended March 31, 2015 and 2014, respectively, because the awards would have been anti-dilutive for the period. | ||||||||
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, which estimates the merchandise losses incurred but not yet identified by management as of the end of the accounting period based on historical write off experience. As of March 31, 2015 and December 31, 2014, the allowance for lease merchandise write-offs was $29.3 million and $27.6 million, respectively. | ||||||||
Lease merchandise write-offs totaled $29.3 million and $13.4 million for the three months ended March 31, 2015 and 2014, respectively, substantially all of which are included in operating expenses in the accompanying condensed 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 believed to be minimal. | ||||||||
Investments | ||||||||
The Company maintains investments in various corporate debt securities, or bonds. Historically, the Company has had 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 in 2015, as held-to-maturity securities and carries the investments at amortized cost in the condensed 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 its remaining 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 and Progressive, corporate receivables incurred during the normal course of business (primarily related to vendor consideration, real estate leasing activities, in-transit credit card transactions and the secondary escrow described in Note 2 to these condensed consolidated financial statements) and franchisee obligations. | ||||||||
Accounts receivable, net of allowances, consist of the following: | ||||||||
(In Thousands) | 31-Mar-15 | 31-Dec-14 | ||||||
Customers | $ | 27,469 | $ | 30,438 | ||||
Corporate | 34,909 | 32,572 | ||||||
Franchisee | 43,224 | 44,373 | ||||||
$ | 105,602 | $ | 107,383 | |||||
Assets Held for Sale | ||||||||
Certain properties, primarily consisting of parcels of land and commercial buildings, met the held for sale classification criteria as of March 31, 2015 and December 31, 2014. After adjustment to fair value, the $6.0 million and $6.4 million carrying value of these properties has been classified as assets held for sale in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively. The Company estimated the fair values of real estate properties using the market values for similar properties. These properties are considered Level 2 assets as defined in ASC Topic 820, Fair Value Measurements. | ||||||||
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 condensed consolidated balance sheets. The deferred compensation liability was $12.3 million and $12.7 million as of March 31, 2015 and December 31, 2014, respectively. 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 the insurance contracts totaled $14.8 million as of March 31, 2015 and $14.5 million as of December 31, 2014 and is included in prepaid expenses and other assets in the condensed consolidated balance sheets. | ||||||||
Deferred compensation expense charged to operations for the Company’s matching contributions were not significant during the three months ended March 31, 2015 and 2014. Benefits of $710,000 and $501,000 were paid during the first three months of 2015 and 2014, respectively. | ||||||||
Accumulated Other Comprehensive Loss | ||||||||
Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2015 are as follows: | ||||||||
(In Thousands) | Foreign Currency | Total | ||||||
Balance at January 1, 2015 | $ | (90 | ) | $ | (90 | ) | ||
Other comprehensive income | 3 | 3 | ||||||
Balance at March 31, 2015 | $ | (87 | ) | $ | (87 | ) | ||
There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2015. | ||||||||
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. | ||||||||
Recent Accounting Pronouncements | ||||||||
Revenue Recognition. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. | ||||||||
On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company has not yet determined the potential effects of the adoption of ASU 2014-09 on its consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Acquisitions | ACQUISITIONS | |||||||||||
During the three months ended March 31, 2015 and 2014, net cash payments related to the acquisitions of businesses and contracts were $3.6 million and $960,000, respectively. Cash payments made during the three months ended March 31, 2015 represented the payment of merger consideration, deferred as of the acquisition date, for the April 2014 Progressive acquisition described below. | ||||||||||||
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 Progressive acquisition had no impact on the condensed consolidated financial statements for the three months ended March 31, 2014. The effect of the Company's other acquisitions on the condensed consolidated financial statements for the three months ended March 31, 2014 was not significant. | ||||||||||||
Progressive Acquisition | ||||||||||||
On April 14, 2014, the Company acquired a 100% ownership interest in Progressive, a leading virtual lease-to-own company, for a total purchase price of $705.8 million, inclusive of cash acquired of $5.8 million. Progressive provides lease-purchase solutions through over 15,000 retail locations in 46 states. The Company believes the Progressive acquisition will be strategically transformational and will strengthen its business. | ||||||||||||
The following table reconciles the total purchase price of the Company's acquisition of Progressive: | ||||||||||||
(In Thousands) | ||||||||||||
Proceeds from Private Placement Note Issuance | $ | 300,000 | ||||||||||
Proceeds from Term Loan | 126,250 | |||||||||||
Proceeds from Revolving Credit Facility | 65,000 | |||||||||||
Cash Consideration | 185,454 | |||||||||||
Deferred Cash Consideration | 29,106 | |||||||||||
Purchase Price | $ | 705,810 | ||||||||||
Refer to Note 4 to the consolidated financial statements in the 2014 Annual Report for additional information regarding the debt incurred to partially finance the Progressive acquisition. | ||||||||||||
The initial deferred cash consideration had $3.3 million outstanding as of March 31, 2015, related to withheld escrow amounts. | ||||||||||||
The purchase price includes a primary escrow of $35.8 million to secure indemnification obligations of the sellers relating to the accuracy of representations, warranties and the satisfaction of covenants. The primary escrow funds will be distributed 15 months from the April 14, 2014 closing date, after deducting for any claims. In addition, the purchase price includes a secondary escrow of $15.8 million to secure indemnification obligations of the sellers relating to certain acquired tax-related contingent liabilities. The Company believes that $13.4 million is fully recoverable from the secondary escrow account and has included this indemnification asset as a receivable in the Company's acquisition accounting. The secondary escrow is subject to current and future claims of the Company and any remaining undisputed balance is payable to the sellers 36 months from the April 14, 2014 closing date. | ||||||||||||
Acquisition Accounting | ||||||||||||
The following table presents the summary of the estimated fair value of the assets acquired and liabilities assumed in the Progressive acquisition as of December 31, 2014, as well as adjustments made during the three months ended March 31, 2015 (referred to as the “measurement period adjustments”): | ||||||||||||
(In Thousands) | Amounts Recognized as of Acquisition Date (as adjusted)1 | Measurement Period Adjustments2 | Amounts Recognized as of Acquisition Date (as adjusted) | |||||||||
Purchase Price | $ | 705,810 | $ | — | $ | 705,810 | ||||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed | ||||||||||||
Cash and Cash Equivalents | 5,810 | — | 5,810 | |||||||||
Receivables2, 3 | 27,581 | (2,356 | ) | 25,225 | ||||||||
Lease Merchandise2 | 141,185 | 110 | 141,295 | |||||||||
Property, Plant and Equipment | 4,010 | — | 4,010 | |||||||||
Other Intangibles4 | 325,000 | — | 325,000 | |||||||||
Prepaid Expenses and Other Assets | 893 | — | 893 | |||||||||
Total Identifiable Assets Acquired | 504,479 | (2,246 | ) | 502,233 | ||||||||
Accounts Payable and Accrued Expenses2 | (29,104 | ) | 3,049 | (26,055 | ) | |||||||
Deferred Income Taxes Payable2 | (48,749 | ) | (1,026 | ) | (49,775 | ) | ||||||
Customer Deposits and Advance Payments | (10,000 | ) | — | (10,000 | ) | |||||||
Total Liabilities Assumed | (87,853 | ) | 2,023 | (85,830 | ) | |||||||
Goodwill5 | 289,184 | 223 | 289,407 | |||||||||
Net Assets Acquired | $ | 705,810 | $ | — | $ | 705,810 | ||||||
1 As previously reported in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. | ||||||||||||
2 The measurement period adjustments related to the resolution of income tax uncertainties and sales tax exposures, which also impacted the fair value estimates of lease merchandise and receivables related to the secondary escrow amount, subsequent to the acquisition date. | ||||||||||||
3 Receivables include $13.4 million related to the secondary escrow amount, which the Company expects to recover prior to termination of the escrow agreement 36 months from the April 14, 2014 closing date. The gross amount due under customer-related receivables acquired was $22.7 million, of which $10.9 million was expected to be uncollectible. | ||||||||||||
4 Identifiable intangible assets are further disaggregated in the following table. | ||||||||||||
5 The total goodwill recognized in conjunction with the Progressive acquisition has been assigned to the Progressive operating segment. Of the goodwill recognized as part of this acquisition, $246.0 million is expected to be deductible for tax purposes. The primary reason the purchase price of the acquisition exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, is related to synergistic value created from the combination of Progressive's virtual customer payment capabilities with the Company's leading traditional lease-to-own model. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce. | ||||||||||||
As of December 31, 2014, the Company made certain estimates in its acquisition accounting related to sales tax exposures and income tax accounts, as final pre-acquisition information was not available. During the three months ended March 31, 2015, the Company completed its assessment of the sales tax and income tax effects of the acquisition accounting. | ||||||||||||
The estimated intangible assets attributable to the Progressive acquisition are comprised of the following: | ||||||||||||
Fair Value | Weighted Average Life | |||||||||||
(in thousands) | (in years) | |||||||||||
Internal Use Software | $ | 14,000 | 3 | |||||||||
Technology | 66,000 | 10 | ||||||||||
Trade Names and Trademarks | 53,000 | Indefinite | ||||||||||
Customer Lease Contracts | 11,000 | 1 | ||||||||||
Merchant Relationships | 181,000 | 12 | ||||||||||
Total Acquired Intangible Assets1 | $ | 325,000 | ||||||||||
1 Acquired definite-lived intangible assets have a total weighted average life of 10.6 years. | ||||||||||||
During the three months ended March 31, 2014, the Company incurred $803,000 of transaction costs in connection with the acquisition of Progressive. These costs were included in the line item “Progressive-related transaction costs” in the condensed consolidated statements of earnings. | ||||||||||||
Pro Forma Financial Information | ||||||||||||
The following table presents unaudited consolidated pro forma information as if the acquisition of Progressive had occurred on January 1, 2013: | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2014 | ||||||||||||
(In Thousands) | As Reported | Pro Forma | ||||||||||
Revenues | $ | 585,423 | $ | 732,300 | ||||||||
Net Earnings | 38,339 | 39,389 | ||||||||||
The unaudited pro forma financial information presented above does not purport to represent what the actual results of our operations would have been if the acquisition of Progressive had occurred on January 1, 2013, nor is it indicative of future performance. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated cost savings from operating synergies. | ||||||||||||
The unaudited pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are (1) directly related to the business combination; (2) factually supportable; and (3) expected to have a continuing impact. These adjustments include, but are not limited to, amortization related to fair value adjustments to intangible assets and the adjustment of interest expense to reflect the additional borrowings of the Company in conjunction with the acquisition. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Fair Value Measurement | 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-15 | 31-Dec-14 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Deferred Compensation Liability | $ | — | $ | (12,321 | ) | $ | — | $ | — | $ | (12,677 | ) | $ | — | ||||||||||
The Company maintains a deferred compensation plan as described in Note 1 to these condensed 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-15 | 31-Dec-14 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets Held for Sale | $ | — | $ | 6,049 | $ | — | $ | — | $ | 6,356 | $ | — | ||||||||||||
Assets held for sale includes real estate properties that consist mostly of parcels of land and commercial buildings. 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, net. The Company estimated the fair values of real estate properties using market values for similar properties. | ||||||||||||||||||||||||
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 condensed consolidated balance sheets, but for which the fair value is disclosed: | ||||||||||||||||||||||||
(In Thousands) | 31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Perfect Home Notes1 | $ | — | $ | — | $ | 20,724 | $ | — | $ | — | $ | 21,311 | ||||||||||||
Fixed-Rate Long Term Debt2 | — | (425,999 | ) | — | — | (429,049 | ) | — | ||||||||||||||||
1 | 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. | |||||||||||||||||||||||
2 | 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 $400.0 million at March 31, 2015 and December 31, 2014. | |||||||||||||||||||||||
The Company has the positive intent and ability to hold its investment in Perfect Home notes to maturity. Accordingly, the Company classifies its Perfect Home notes, which mature in June 2015, as held-to-maturity securities and carries the investment at amortized cost in the condensed consolidated balance sheets. | ||||||||||||||||||||||||
At March 31, 2015 and December 31, 2014, investments classified as held-to-maturity securities consisted of the following: | ||||||||||||||||||||||||
Gross Unrealized | ||||||||||||||||||||||||
(In Thousands) | Amortized Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
31-Mar-15 | ||||||||||||||||||||||||
Perfect Home Notes | $ | 20,724 | $ | — | $ | — | $ | 20,724 | ||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||
Perfect Home Notes | $ | 21,311 | $ | — | $ | — | $ | 21,311 | ||||||||||||||||
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, 2015. While no impairment was noted during the three months ended March 31, 2015, 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, 2015 | |
Debt Disclosure [Abstract] | |
Indebtedness | INDEBTEDNESS |
See Note 6 to the consolidated financial statements in the 2014 Annual Report. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES |
Leases | |
The Company leases warehouse and retail store space for most of its store-based operations, as well as corporate management and call center space for Progressive's operations, under operating leases expiring at various times through 2029. The Company also leases certain properties under capital leases that are more fully described in Note 6 to the consolidated financial statements in the 2014 Annual Report. 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. In addition, certain properties occupied under operating leases contain normal purchase options. Leasehold improvements related to these leases are generally amortized over periods that do not exceed the lesser of the lease term or 15 years. While a majority of leases do not require escalating payments, for the leases which do contain such provisions, the Company records the related expense on a straight-line basis over the lease term. The Company also leases computer equipment and transportation vehicles under operating leases expiring during the next four years. Management 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, 2015, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $87.1 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 franchisee-related borrowings guarantee, which is included in accounts payable and accrued expenses in the condensed consolidated balance sheets, is approximately $820,000 as of March 31, 2015. | |
The maximum facility commitment amount under the franchisee loan program is $175.0 million, including a Canadian subfacility commitment amount for loans to franchisees that operate stores in Canada of Cdn $50 million. The Company remains subject to the financial covenants under the franchisee loan facility. | |
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 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, 2015, the Company had accrued $29.4 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 related to the now-settled 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 $4.1 million. | |
At March 31, 2015, 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 $50,000 to $1.2 million. Those matters for which a reasonable estimate is not possible are not included within estimated ranges and, therefore, the estimated ranges do not represent the Company's maximum loss exposure. The Company's estimates 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 Daniel Antoine v. Aaron’s, Inc., filed in U.S. District Court for the Northern District of Georgia (Civil No.:1-14-CV-02120-AT-WEJ), on July 3, 2014, plaintiff alleged that the Company violated his rights and the rights of putative class members under the Fair Credit Reporting Act by refusing to hire plaintiff and other applicants based upon pre-employment background check reports without first sending such background reports and a pre-adverse action notice to the applicants. The Company filed its answer on August 30, 2014, denying all liability in the case. In December 2014 the parties reached an agreement to settle the case. The proposed settlement documents were finalized in the first quarter of 2015. | |
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 was denied by the magistrate judge on June 30, 2014, but an appeal of that ruling is pending with the District Court. | |
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.” Although the District Court dismissed the Company from the original lawsuit on March 20, 2012, after certain procedural motions, on May 23, 2013, the Court granted plaintiffs' motion for leave to file a third amended complaint, which asserts the claims under the ECPA, common law invasion of privacy, added a request for injunction, and named additional independently owned and operated Company franchisees as defendants. Plaintiffs filed the third amended complaint, and the Company moved to dismiss that complaint on substantially the same grounds as it sought to dismiss plaintiffs' prior complaints. Plaintiffs seek monetary damages as well as injunctive relief. 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 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. In addition, the Court denied the plaintiffs’ motion to certify the class. Finally, the Judge denied the Company’s motion to dismiss the violation of ECPA claims. Plaintiff s requested and received immediate appellate review of these rulings by the U.S. Third Circuit Court of Appeals. On April 10, 2015, the U.S. Third Circuit Court of Appeals reversed the denial of class certification on the grounds stated by the District Court, and remanded the case back to the District Court for further consideration of that and the other elements necessary for class certification. | |
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. The court stayed the proceeding pending rulings on certain motions in the Byrd case. The stay has expired and the plaintiff filed an amended complaint. The Company has filed a motion to dismiss the amended complaint. | |
In Michael Peterson v. Aaron’s, Inc. and Aspen Way Enterprises, Inc., filed on June 19, 2014, in the U.S. District Court for the Northern District of Georgia, several plaintiffs allege that they leased computers for use in their law practice. The plaintiffs claim that the Company and Aspen Way knowingly violated plaintiffs' privacy and the privacy of plaintiff’s legal clients in violation of the ECPA and the Computer Fraud Abuse Act. Plaintiffs seek certification of a putative nationwide class. Plaintiffs based these claims on Aspen Way's use of PC Rental Agent software. The plaintiffs claim that information and data obtained by defendants through PC Rental Agent was attorney-client privileged. The Company has filed a motion to dismiss plaintiffs' amended complaint. | |
Regulatory Investigations | |
California Attorney General Investigation. The California Attorney General investigated 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 reached a comprehensive resolution of this matter without litigation. The final settlement and consent order were announced on October 13, 2014. The Court filed the final judgment on February 10, 2015. Payments have begun under the anticipated schedule outlined in the judgment. | |
Pennsylvania Attorney General Investigation. There is a pending 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 Matters | |
Noncompete Dispute. In January 2014, Aaron’s sold its Company-operated RIMCO stores and the rights to five franchised stores. The acquisition agreement provides that the Company will not compete with the acquiring entity for a specified period of time in certain geographic locations surrounding the purchased stores. In August 2014, the acquiring entity asserted that Aaron’s was violating the noncompete covenant in the acquisition agreement. The Company disputes that the noncompete covenant is being violated, but engaged in discussions to resolve the dispute. The Company reached a settlement for an immaterial amount. The settlement agreement was signed on May 1, 2015, and the parties are finalizing payment and other agreed upon actions. | |
Other Commitments | |
At March 31, 2015, the Company had non-cancelable commitments primarily related to certain advertising and marketing programs of $16.8 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 2014 Annual Report for further information. |
Restructuring
Restructuring | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Restructuring and Related Activities [Abstract] | ||||
Restructuring | RESTRUCTURING | |||
On July 15, 2014, the Company announced that a rigorous evaluation of the Company-operated store portfolio had been performed. As a result of this evaluation and other cost-reduction initiatives, the Company closed 44 underperforming Company-operated stores and restructured its home office and field support under a restructuring plan to more closely align with current business conditions. The restructuring was completed during the third quarter of 2014 and total restructuring charges of $9.1 million were recorded during the year ended December 31, 2014, comprised of $4.8 million related to contractual lease obligations, $3.3 million related to the write-off and impairment of property, plant and equipment, $620,000 related to workforce reductions and $395,000 related to other charges. These costs were included in the line item “Restructuring Expenses” in the consolidated statements of earnings for the year ended December 31, 2014. No restructuring expenses were incurred during the three months ended March 31, 2015 or 2014. | ||||
During the year ended December 31, 2014, total restructuring charges of $4.8 million were included in the Sales and Lease Ownership segment results and total restructuring charges of $4.3 million were included in the results of the Other category. The Company does not currently anticipate any remaining costs related to this restructuring plan to be material. | ||||
The following table summarizes the change in the liability associated with the restructuring charges: | ||||
(In Thousands) | Contractual Obligations Under Canceled Leases | |||
Balance at January 1, 2015 | $ | 3,227 | ||
Payments | (340 | ) | ||
Balance at March 31, 2015 | $ | 2,887 | ||
Segments
Segments | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segments | SEGMENTS | |||||||
As of March 31, 2015, the Company had five operating and reportable segments: Sales and Lease Ownership, Progressive, HomeSmart, Franchise and Manufacturing. The results of Progressive, which is presented as a reportable segment, have been included in the Company's consolidated results from the April 14, 2014 acquisition date. | ||||||||
The Aaron’s Sales & Lease Ownership division offers furniture, electronics, appliances and computers to consumers primarily on a monthly payment basis with no credit requirements. Progressive is a leading virtual lease-to-own company that provides lease-purchase solutions through over 15,000 retail locations. The HomeSmart division offers furniture, electronics, 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) | 2015 | 2014 | ||||||
Revenues From External Customers: | ||||||||
Sales and Lease Ownership | $ | 536,160 | $ | 548,711 | ||||
Progressive | 251,619 | — | ||||||
HomeSmart | 16,972 | 17,404 | ||||||
Franchise | 17,004 | 18,084 | ||||||
Manufacturing | 28,806 | 31,155 | ||||||
Other | 368 | 1,898 | ||||||
Revenues of Reportable Segments | 850,929 | 617,252 | ||||||
Elimination of Intersegment Revenues | (28,289 | ) | (30,258 | ) | ||||
Cash to Accrual Adjustments | (826 | ) | (1,571 | ) | ||||
Total Revenues from External Customers | $ | 821,814 | $ | 585,423 | ||||
Earnings (Loss) Before Income Taxes: | ||||||||
Sales and Lease Ownership | $ | 52,575 | $ | 55,619 | ||||
Progressive | 15,830 | — | ||||||
HomeSmart | 537 | (69 | ) | |||||
Franchise | 13,898 | 14,558 | ||||||
Manufacturing | 1,282 | 547 | ||||||
Other | (11,479 | ) | (9,927 | ) | ||||
Earnings Before Income Taxes for Reportable Segments | 72,643 | 60,728 | ||||||
Elimination of Intersegment Profit | (1,268 | ) | (509 | ) | ||||
Cash to Accrual and Other Adjustments | 6,455 | 491 | ||||||
Total Earnings Before Income Taxes | $ | 77,830 | $ | 60,710 | ||||
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. | ||||||||
During the three months ended March 31, 2014, the results of the Other category loss before income taxes included $872,000 in financial and advisory costs related to addressing strategic matters, including proxy contests, and $803,000 in transaction costs related to the Progressive acquisition. | ||||||||
(In Thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Assets: | ||||||||
Sales and Lease Ownership | $ | 1,234,425 | $ | 1,246,325 | ||||
Progressive | 880,655 | 858,159 | ||||||
HomeSmart | 44,821 | 47,585 | ||||||
Franchise | 45,071 | 46,755 | ||||||
Manufacturing1 | 21,946 | 23,050 | ||||||
Other | 177,742 | 234,970 | ||||||
Total Assets | $ | 2,404,660 | $ | 2,456,844 | ||||
1 | Includes inventory (principally raw materials and work-in-process) that has been classified within lease merchandise in the condensed consolidated balance sheets of $12.7 million and $13.2 million as of March 31, 2015 and December 31, 2014, respectively. | |||||||
Earnings (loss) before income taxes for the Progressive reportable segment are determined in accordance with accounting principles generally accepted in the United States. The Company determines earnings (loss) before income taxes for all other reportable segments 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 a 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 2015 and 2014. | |||||||
• | 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. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS |
The Company leases certain properties under capital leases from related parties that are described in Notes 13 and 6 to the consolidated financial statements in the 2014 Annual Report. |
Basis_and_Summary_of_Significa1
Basis and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 furniture, consumer electronics, computers, appliances and household accessories throughout the United States and Canada. | ||||||||
On April 14, 2014, the Company acquired a 100% ownership interest in Progressive Finance Holdings, LLC (“Progressive”), a leading virtual lease-to-own company, for merger consideration of $700.0 million, net of cash acquired. Progressive provides lease-purchase solutions through over 15,000 retail locations in 46 states. It does so by purchasing merchandise from third-party retailers desired by those retailers' customers and, in turn, leasing that merchandise to the customers on a lease-to-own basis. Progressive consequently has no stores of its own, but rather offers lease-purchase solutions to the customers of traditional retailers. | ||||||||
Subsequent to the Progressive acquisition, our major operating divisions are the Aaron’s Sales & Lease Ownership division (established as a monthly payment concept), Progressive, HomeSmart (established as a weekly payment concept) and Woodhaven Furniture Industries, which manufactures and supplies the majority of the upholstered furniture and bedding leased and sold in our stores. | ||||||||
Basis of Presentation | Basis of Presentation | |||||||
The preparation of the Company’s condensed 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 condensed consolidated financial statements do not include all information required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission for the year ended December 31, 2014 (the “2014 Annual Report”). The results of operations for the three months ended March 31, 2015 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. | ||||||||
Principles of Consolidation and Variable Interest Entities | Principles of Consolidation and Variable Interest Entities | |||||||
The condensed 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 67 retail stores as of March 31, 2015. 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. In May 2014, subsequent to the Company's decision not to exercise the purchase option, the Company and Perfect Home extended the maturity date of the notes to June 30, 2015, canceled the Company's equity interest in Perfect Home and terminated the option. | ||||||||
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 the activities of Perfect Home that most significantly affect its economic performance. As such, the VIE is not consolidated by the Company. | ||||||||
The notes purchased from Perfect Home totaling £14.0 million ($20.7 million) and £13.7 million ($21.3 million) at March 31, 2015 and December 31, 2014, 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 condensed consolidated balance sheets. The increase in the Company’s British pound-denominated notes during the three months ended March 31, 2015 relates to accretion of the original discount on the notes with a face value of £10.0 million. | ||||||||
The Company’s maximum exposure to any potential losses associated with this VIE is equal to its total recorded investment which was $20.7 million at March 31, 2015. | ||||||||
Accounting Policies and Estimates | Accounting Policies and Estimates | |||||||
See Note 1 to the consolidated financial statements in the 2014 Annual Report. | ||||||||
Sales Tax | Sales Taxes | |||||||
The Company presents sales net of related taxes for its traditional lease-to-own (“core”) business. Prior to 2015, Progressive presented lease revenues on a gross basis with sales taxes included. Effective January 1, 2015, Progressive conformed its presentation of sales tax to that of the core business. As such, for the three months ended March 31, 2015, revenues on a consolidated basis are presented net of related taxes. The current period presentation change had no impact on the prior period presentation due to the fact that Progressive's results of operations have only been included in the Company’s condensed results of operations from the April 14, 2014 acquisition date. | ||||||||
Income Taxes | Income Taxes | |||||||
The Company files a federal consolidated income tax return in the United States, 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 2011. | ||||||||
As of March 31, 2015 and December 31, 2014, the amount of uncertain tax benefits that, if recognized, would affect the effective tax rate is $2.3 million and $2.1 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, restricted stock awards and performance share units (collectively, “share-based awards”) as determined under the treasury stock method. | ||||||||
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, which estimates the merchandise losses incurred but not yet identified by management as of the end of the accounting period based on historical write off experience. | ||||||||
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 believed to be minimal. | ||||||||
Investments | Investments | |||||||
The Company maintains investments in various corporate debt securities, or bonds. Historically, the Company has had 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 in 2015, as held-to-maturity securities and carries the investments at amortized cost in the condensed 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 its remaining 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 and Progressive, corporate receivables incurred during the normal course of business (primarily related to vendor consideration, real estate leasing activities, in-transit credit card transactions and the secondary escrow described in Note 2 to these condensed consolidated financial statements) and franchisee obligations. | ||||||||
Assets Held for Sale | Assets Held for Sale | |||||||
Certain properties, primarily consisting of parcels of land and commercial buildings, met the held for sale classification criteria as of March 31, 2015 and December 31, 2014. After adjustment to fair value, the $6.0 million and $6.4 million carrying value of these properties has been classified as assets held for sale in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively. The Company estimated the fair values of real estate properties using the market values for similar properties. These properties are considered Level 2 assets as defined in ASC Topic 820, Fair Value Measurements. | ||||||||
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 condensed consolidated balance sheets. The deferred compensation liability was $12.3 million and $12.7 million as of March 31, 2015 and December 31, 2014, respectively. 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 the insurance contracts totaled $14.8 million as of March 31, 2015 and $14.5 million as of December 31, 2014 and is included in prepaid expenses and other assets in the condensed consolidated balance sheets. | ||||||||
Deferred compensation expense charged to operations for the Company’s matching contributions were not significant during the three months ended March 31, 2015 and 2014. Benefits of $710,000 and $501,000 were paid during the first three months of 2015 and 2014, respectively. | ||||||||
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | |||||||
Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2015 are as follows: | ||||||||
(In Thousands) | Foreign Currency | Total | ||||||
Balance at January 1, 2015 | $ | (90 | ) | $ | (90 | ) | ||
Other comprehensive income | 3 | 3 | ||||||
Balance at March 31, 2015 | $ | (87 | ) | $ | (87 | ) | ||
There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2015. | ||||||||
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. | ||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||
Revenue Recognition. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. | ||||||||
On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company has not yet determined the potential effects of the adoption of ASU 2014-09 on its consolidated financial statements. |
Basis_and_Summary_of_Significa2
Basis and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Schedule Of Company Operated Store Activity | The following table presents store count by ownership type for the Company's store-based operations: | |||||||
Stores (Unaudited) | March 31, 2015 | December 31, 2014 | ||||||
Company-operated stores | ||||||||
Sales and Lease Ownership | 1,235 | 1,243 | ||||||
HomeSmart | 83 | 83 | ||||||
Total Company-operated stores | 1,318 | 1,326 | ||||||
Franchised stores | 790 | 782 | ||||||
Systemwide stores | 2,108 | 2,108 | ||||||
Calculation of Dilutive Stock Awards | The following table shows the calculation of dilutive share-based awards for the three months ended March 31, 2015 and 2014 (shares in thousands): | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(Shares In Thousands) | 2015 | 2014 | ||||||
Weighted average shares outstanding | 72,517 | 72,467 | ||||||
Effect of dilutive securities: | ||||||||
Dilutive effect of share-based awards | 338 | 417 | ||||||
Weighted average shares outstanding assuming dilution | 72,855 | 72,884 | ||||||
Accounts Receivable Net of Allowances | Accounts receivable, net of allowances, consist of the following: | |||||||
(In Thousands) | 31-Mar-15 | 31-Dec-14 | ||||||
Customers | $ | 27,469 | $ | 30,438 | ||||
Corporate | 34,909 | 32,572 | ||||||
Franchisee | 43,224 | 44,373 | ||||||
$ | 105,602 | $ | 107,383 | |||||
Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component for the three months ended March 31, 2015 are as follows: | |||||||
(In Thousands) | Foreign Currency | Total | ||||||
Balance at January 1, 2015 | $ | (90 | ) | $ | (90 | ) | ||
Other comprehensive income | 3 | 3 | ||||||
Balance at March 31, 2015 | $ | (87 | ) | $ | (87 | ) |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Schedule of Business Acquisitions, by Acquisition | The following table reconciles the total purchase price of the Company's acquisition of Progressive: | |||||||||||
(In Thousands) | ||||||||||||
Proceeds from Private Placement Note Issuance | $ | 300,000 | ||||||||||
Proceeds from Term Loan | 126,250 | |||||||||||
Proceeds from Revolving Credit Facility | 65,000 | |||||||||||
Cash Consideration | 185,454 | |||||||||||
Deferred Cash Consideration | 29,106 | |||||||||||
Purchase Price | $ | 705,810 | ||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the summary of the estimated fair value of the assets acquired and liabilities assumed in the Progressive acquisition as of December 31, 2014, as well as adjustments made during the three months ended March 31, 2015 (referred to as the “measurement period adjustments”): | |||||||||||
(In Thousands) | Amounts Recognized as of Acquisition Date (as adjusted)1 | Measurement Period Adjustments2 | Amounts Recognized as of Acquisition Date (as adjusted) | |||||||||
Purchase Price | $ | 705,810 | $ | — | $ | 705,810 | ||||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed | ||||||||||||
Cash and Cash Equivalents | 5,810 | — | 5,810 | |||||||||
Receivables2, 3 | 27,581 | (2,356 | ) | 25,225 | ||||||||
Lease Merchandise2 | 141,185 | 110 | 141,295 | |||||||||
Property, Plant and Equipment | 4,010 | — | 4,010 | |||||||||
Other Intangibles4 | 325,000 | — | 325,000 | |||||||||
Prepaid Expenses and Other Assets | 893 | — | 893 | |||||||||
Total Identifiable Assets Acquired | 504,479 | (2,246 | ) | 502,233 | ||||||||
Accounts Payable and Accrued Expenses2 | (29,104 | ) | 3,049 | (26,055 | ) | |||||||
Deferred Income Taxes Payable2 | (48,749 | ) | (1,026 | ) | (49,775 | ) | ||||||
Customer Deposits and Advance Payments | (10,000 | ) | — | (10,000 | ) | |||||||
Total Liabilities Assumed | (87,853 | ) | 2,023 | (85,830 | ) | |||||||
Goodwill5 | 289,184 | 223 | 289,407 | |||||||||
Net Assets Acquired | $ | 705,810 | $ | — | $ | 705,810 | ||||||
1 As previously reported in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. | ||||||||||||
2 The measurement period adjustments related to the resolution of income tax uncertainties and sales tax exposures, which also impacted the fair value estimates of lease merchandise and receivables related to the secondary escrow amount, subsequent to the acquisition date. | ||||||||||||
3 Receivables include $13.4 million related to the secondary escrow amount, which the Company expects to recover prior to termination of the escrow agreement 36 months from the April 14, 2014 closing date. The gross amount due under customer-related receivables acquired was $22.7 million, of which $10.9 million was expected to be uncollectible. | ||||||||||||
4 Identifiable intangible assets are further disaggregated in the following table. | ||||||||||||
5 The total goodwill recognized in conjunction with the Progressive acquisition has been assigned to the Progressive operating segment. Of the goodwill recognized as part of this acquisition, $246.0 million is expected to be deductible for tax purposes. The primary reason the purchase price of the acquisition exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, is related to synergistic value created from the combination of Progressive's virtual customer payment capabilities with the Company's leading traditional lease-to-own model. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce. | ||||||||||||
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The estimated intangible assets attributable to the Progressive acquisition are comprised of the following: | |||||||||||
Fair Value | Weighted Average Life | |||||||||||
(in thousands) | (in years) | |||||||||||
Internal Use Software | $ | 14,000 | 3 | |||||||||
Technology | 66,000 | 10 | ||||||||||
Trade Names and Trademarks | 53,000 | Indefinite | ||||||||||
Customer Lease Contracts | 11,000 | 1 | ||||||||||
Merchant Relationships | 181,000 | 12 | ||||||||||
Total Acquired Intangible Assets1 | $ | 325,000 | ||||||||||
1 Acquired definite-lived intangible assets have a total weighted average life of 10.6 years. | ||||||||||||
Business Acquisition, Pro Forma Information | The following table presents unaudited consolidated pro forma information as if the acquisition of Progressive had occurred on January 1, 2013: | |||||||||||
Three Months Ended March 31, | ||||||||||||
2014 | ||||||||||||
(In Thousands) | As Reported | Pro Forma | ||||||||||
Revenues | $ | 585,423 | $ | 732,300 | ||||||||
Net Earnings | 38,339 | 39,389 | ||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
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-15 | 31-Dec-14 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Deferred Compensation Liability | $ | — | $ | (12,321 | ) | $ | — | $ | — | $ | (12,677 | ) | $ | — | ||||||||||
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-15 | 31-Dec-14 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets Held for Sale | $ | — | $ | 6,049 | $ | — | $ | — | $ | 6,356 | $ | — | ||||||||||||
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 condensed consolidated balance sheets, but for which the fair value is disclosed: | |||||||||||||||||||||||
(In Thousands) | 31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Perfect Home Notes1 | $ | — | $ | — | $ | 20,724 | $ | — | $ | — | $ | 21,311 | ||||||||||||
Fixed-Rate Long Term Debt2 | — | (425,999 | ) | — | — | (429,049 | ) | — | ||||||||||||||||
1 | 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. | |||||||||||||||||||||||
2 | 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 $400.0 million at March 31, 2015 and December 31, 2014. | |||||||||||||||||||||||
Investments Classified as Held to Maturity Securities | At March 31, 2015 and December 31, 2014, investments classified as held-to-maturity securities consisted of the following: | |||||||||||||||||||||||
Gross Unrealized | ||||||||||||||||||||||||
(In Thousands) | Amortized Cost | Gains | Losses | Fair Value | ||||||||||||||||||||
31-Mar-15 | ||||||||||||||||||||||||
Perfect Home Notes | $ | 20,724 | $ | — | $ | — | $ | 20,724 | ||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||
Perfect Home Notes | $ | 21,311 | $ | — | $ | — | $ | 21,311 | ||||||||||||||||
Restructuring_Restructuring_Ta
Restructuring Restructuring - (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Restructuring and Related Activities [Abstract] | ||||
Restructuring and Related Costs | The following table summarizes the change in the liability associated with the restructuring charges: | |||
(In Thousands) | Contractual Obligations Under Canceled Leases | |||
Balance at January 1, 2015 | $ | 3,227 | ||
Payments | (340 | ) | ||
Balance at March 31, 2015 | $ | 2,887 | ||
Segments_Tables
Segments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Information on Segments and Reconciliation to Earnings Before Income Taxes from Continuing Operations | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(In Thousands) | 2015 | 2014 | ||||||
Revenues From External Customers: | ||||||||
Sales and Lease Ownership | $ | 536,160 | $ | 548,711 | ||||
Progressive | 251,619 | — | ||||||
HomeSmart | 16,972 | 17,404 | ||||||
Franchise | 17,004 | 18,084 | ||||||
Manufacturing | 28,806 | 31,155 | ||||||
Other | 368 | 1,898 | ||||||
Revenues of Reportable Segments | 850,929 | 617,252 | ||||||
Elimination of Intersegment Revenues | (28,289 | ) | (30,258 | ) | ||||
Cash to Accrual Adjustments | (826 | ) | (1,571 | ) | ||||
Total Revenues from External Customers | $ | 821,814 | $ | 585,423 | ||||
Earnings (Loss) Before Income Taxes: | ||||||||
Sales and Lease Ownership | $ | 52,575 | $ | 55,619 | ||||
Progressive | 15,830 | — | ||||||
HomeSmart | 537 | (69 | ) | |||||
Franchise | 13,898 | 14,558 | ||||||
Manufacturing | 1,282 | 547 | ||||||
Other | (11,479 | ) | (9,927 | ) | ||||
Earnings Before Income Taxes for Reportable Segments | 72,643 | 60,728 | ||||||
Elimination of Intersegment Profit | (1,268 | ) | (509 | ) | ||||
Cash to Accrual and Other Adjustments | 6,455 | 491 | ||||||
Total Earnings Before Income Taxes | $ | 77,830 | $ | 60,710 | ||||
(In Thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Assets: | ||||||||
Sales and Lease Ownership | $ | 1,234,425 | $ | 1,246,325 | ||||
Progressive | 880,655 | 858,159 | ||||||
HomeSmart | 44,821 | 47,585 | ||||||
Franchise | 45,071 | 46,755 | ||||||
Manufacturing1 | 21,946 | 23,050 | ||||||
Other | 177,742 | 234,970 | ||||||
Total Assets | $ | 2,404,660 | $ | 2,456,844 | ||||
1 | Includes inventory (principally raw materials and work-in-process) that has been classified within lease merchandise in the condensed consolidated balance sheets of $12.7 million and $13.2 million as of March 31, 2015 and December 31, 2014, respectively. |
Basis_and_Summary_of_Significa3
Basis and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||
Share data in Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Oct. 14, 2011 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Apr. 14, 2014 | Apr. 14, 2014 |
USD ($) | USD ($) | USD ($) | Level 2 | Level 2 | 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 | Progressive Finance Holdings, LLC | Progressive Finance Holdings, LLC | |
Store | Store | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | USD ($) | state | |||||
Store | retail_location | |||||||||||||
state | ||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||||||
Acquisitions of businesses, net of cash acquired | $700,000,000 | |||||||||||||
Number of retail locations (over 15,000) | 15,000 | |||||||||||||
Number of states in which entity operates | 46 | |||||||||||||
Percentage of common stock outstanding | 11.50% | |||||||||||||
Number of retail stores | 1,318 | 1,326 | 67 | 67 | ||||||||||
Held to maturity securities | 20,700,000 | 14,000,000 | 21,300,000 | 13,700,000 | ||||||||||
Held to maturity securities, face value | 10,000,000 | |||||||||||||
Maximum exposure to any potential losses associated with VIE | 20,700,000 | |||||||||||||
Uncertain tax benefits that, if recognized, would affect effective tax rate | 2,300,000 | 2,100,000 | ||||||||||||
Anti-dilutive Securities excluded from the computation of earnings per share assuming dilution (in shares) | 468 | 140 | ||||||||||||
Inventory Valuation Reserves | 29,300,000 | 27,600,000 | ||||||||||||
Lease merchandise adjustments | 29,300,000 | 13,400,000 | ||||||||||||
Assets held-for-sale, at carrying value | 6,000,000 | 6,400,000 | ||||||||||||
Percentage of receipt of base compensation (up to) | 75.00% | 100.00% | ||||||||||||
Percentage of receipt of incentive pay compensation (up to) | 100.00% | 100.00% | ||||||||||||
Deferred compensation liability | 12,321,000 | 12,677,000 | ||||||||||||
Cash surrender value of company-owned life insurance ("COLI") contracts | 14,800,000 | 14,500,000 | ||||||||||||
Benefits paid | $710,000 | $501,000 |
Basis_and_Summary_of_Significa4
Basis and Summary of Significant Accounting Policies - Store Count by Ownership Type (Details) | Mar. 31, 2015 | Dec. 31, 2014 |
Store | Store | |
Significant Accounting Policies [Line Items] | ||
Number of retail stores | 1,318 | 1,326 |
Sales And Lease Ownership Excluding Rimco | ||
Significant Accounting Policies [Line Items] | ||
Number of retail stores | 1,235 | 1,243 |
HomeSmart | ||
Significant Accounting Policies [Line Items] | ||
Number of retail stores | 83 | 83 |
Franchise Stores | ||
Significant Accounting Policies [Line Items] | ||
Number of retail stores | 790 | 782 |
Systemwide Stores | ||
Significant Accounting Policies [Line Items] | ||
Number of retail stores | 2,108 | 2,108 |
Basis_and_Summary_of_Significa5
Basis and Summary of Significant Accounting Policies Calculation of Dilutive Stock Awards (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Weighted average shares outstanding | 72,517 | 72,467 |
Effect of dilutive securities (in shares) | 338 | 417 |
Weighted average shares outstanding assuming dilution | 72,855 | 72,884 |
Basis_and_Summary_of_Significa6
Basis and Summary of Significant Accounting Policies Accounts Receivable Net of Allowances (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Financing Receivable, Impaired [Line Items] | ||
Accounts receivable, net of allowances | $105,602 | $107,383 |
Customers | ||
Financing Receivable, Impaired [Line Items] | ||
Accounts receivable, net of allowances | 27,469 | 30,438 |
Corporate | ||
Financing Receivable, Impaired [Line Items] | ||
Accounts receivable, net of allowances | 34,909 | 32,572 |
Franchisee | ||
Financing Receivable, Impaired [Line Items] | ||
Accounts receivable, net of allowances | $43,224 | $44,373 |
Basis_and_Summary_of_Significa7
Basis and Summary of Significant Accounting Policies Changes in Accumulated Other Comprehensive Loss by Component (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning Balance | ($90) | |
Other comprehensive income | 3 | -4 |
Ending Balance | -87 | |
Foreign Currency | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning Balance | -90 | |
Other comprehensive income | 3 | |
Ending Balance | ($87) |
Acquisitions_Progressive_Acqui
Acquisitions - Progressive Acquisition Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 14, 2014 | Mar. 31, 2015 | ||||
retail_location | |||||||
state | |||||||
Business Acquisition [Line Items] | |||||||
Acquisitions of businesses and contracts | $3,623,000 | $960,000 | |||||
Progressive-related transaction costs | 0 | 803,000 | |||||
Progressive Finance Holdings, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||
Estimated Purchase Price | 705,810,000 | 705,810,000 | |||||
Cash acquired from acquisition | 5,800,000 | ||||||
Number of retail locations (over 15,000) | 15,000 | ||||||
Number of states in which entity operates | 46 | ||||||
Deferred Cash Consideration | 29,106,000 | ||||||
Cash Consideration | 185,454,000 | ||||||
Receivables | 25,225,000 | [1],[2] | 27,581,000 | [1],[2],[3] | 25,225,000 | [1],[2] | |
Customer receivables, gross | 22,700,000 | ||||||
Customer receivables, allowance for doubtful accounts | 10,900,000 | ||||||
Business acquisition, goodwill, expected tax deductible amount | 246,000,000 | ||||||
Progressive-related transaction costs | 803,000 | ||||||
Progressive Finance Holdings, LLC | Escrow Deposit [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deferred Cash Consideration | 3,300,000 | ||||||
Progressive Finance Holdings, LLC | Primary Escrow Deposit | |||||||
Business Acquisition [Line Items] | |||||||
Cash Consideration | 35,800,000 | ||||||
Escrow deposit, distribution term | 15 months | ||||||
Progressive Finance Holdings, LLC | Secondary Escrow Deposit | |||||||
Business Acquisition [Line Items] | |||||||
Cash Consideration | 15,800,000 | ||||||
Escrow deposit, distribution term | 36 months | ||||||
Receivables | $13,400,000 | $13,400,000 | |||||
[1] | Receivables include $13.4 million related to the secondary escrow amount, which the Company expects to recover prior to termination of the escrow agreement 36 months from the April 14, 2014 closing date. The gross amount due under customer-related receivables acquired was $22.7 million, of which $10.9 million was expected to be uncollectible. | ||||||
[2] | The measurement period adjustments related to the resolution of income tax uncertainties and sales tax exposures, which also impacted the fair value estimates of lease merchandise and receivables related to the secondary escrow amount, subsequent to the acquisition date. | ||||||
[3] | As previously reported in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
Acquisitions_Progressive_Acqui1
Acquisitions - Progressive Acquisition Purchase Price (Details) (Progressive Finance Holdings, LLC, USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Apr. 14, 2014 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||
Cash Consideration | $185,454 | |
Deferred Cash Consideration | 29,106 | |
Estimated Purchase Price | 705,810 | 705,810 |
Senior Notes | Private Placement Note Issuance | ||
Business Acquisition [Line Items] | ||
Proceeds from Long-term Debt | 300,000 | |
Senior Notes | Term Loan | ||
Business Acquisition [Line Items] | ||
Proceeds from Long-term Debt | 126,250 | |
Line of Credit | Revolving Credit Facility | Revolver | ||
Business Acquisition [Line Items] | ||
Proceeds from Long-term Debt | $65,000 |
Acquisitions_Progressive_Acqui2
Acquisitions - Progressive Acquisition Fair Value of Assets Acquired and Liabilities Assumed (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Apr. 14, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Goodwill | $529,806 | $530,670 | |||
Progressive Finance Holdings, LLC | |||||
Business Acquisition [Line Items] | |||||
Purchase Price | 705,810 | 705,810 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Cash and Cash Equivalents | 5,810 | 5,810 | |||
Receivables | 27,581 | [1],[2],[3] | 25,225 | [1],[3] | |
Lease Merchandise | 141,185 | [2],[3] | 141,295 | [3] | |
Property, Plant and Equipment | 4,010 | [2] | 4,010 | ||
Other Intangibles | 325,000 | [2],[4] | 325,000 | [4] | |
Prepaid Expenses and Other Assets | 893 | [2] | 893 | ||
Total Identifiable Assets Acquired | 504,479 | [2] | 502,233 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Accounts Payable and Accrued Expenses | -29,104 | [2],[3] | -26,055 | [3] | |
Deferred Income Taxes Payable2 | -48,749 | [2],[3] | -49,775 | [3] | |
Customer Deposits and Advance Payments | -10,000 | [2] | -10,000 | ||
Total Liabilities Assumed | -87,853 | [2] | -85,830 | ||
Goodwill | 289,184 | [2],[5] | 289,407 | [5] | |
Net Assets Acquired | 705,810 | [2] | 705,810 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||
Receivables | -2,356 | [1],[3] | |||
Lease Merchandise | 110 | [3] | |||
Total Identifiable Assets Acquired | -2,246 | [3] | |||
Accounts Payable And Accrued Expenses | 3,049 | [3] | |||
Deferred Income Taxes Payable2 | -1,026 | [3] | |||
Total Liabilities Assumed | 2,023 | [3] | |||
Goodwill | $223 | [3],[5] | |||
[1] | Receivables include $13.4 million related to the secondary escrow amount, which the Company expects to recover prior to termination of the escrow agreement 36 months from the April 14, 2014 closing date. The gross amount due under customer-related receivables acquired was $22.7 million, of which $10.9 million was expected to be uncollectible. | ||||
[2] | As previously reported in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. | ||||
[3] | The measurement period adjustments related to the resolution of income tax uncertainties and sales tax exposures, which also impacted the fair value estimates of lease merchandise and receivables related to the secondary escrow amount, subsequent to the acquisition date. | ||||
[4] | Identifiable intangible assets are further disaggregated in the following table. | ||||
[5] | The total goodwill recognized in conjunction with the Progressive acquisition has been assigned to the Progressive operating segment. Of the goodwill recognized as part of this acquisition, $246.0 million is expected to be deductible for tax purposes. The primary reason the purchase price of the acquisition exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, is related to synergistic value created from the combination of Progressive's virtual customer payment capabilities with the Company's leading traditional lease-to-own model. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce. |
Acquisitions_Progressive_Acqui3
Acquisitions - Progressive Acquisition Intangible Assets Acquired (Details) (Progressive Finance Holdings, LLC, USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Apr. 14, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets Acquired | $325,000 | [1] |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (in years) | 10 years 7 months 6 days | |
Internal Use Software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | 14,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (in years) | 3 years | |
Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | 66,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (in years) | 10 years | |
Customer Lease Contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | 11,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (in years) | 1 year | |
Merchant Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | 181,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (in years) | 12 years | |
Trade Names and Trademarks | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets Acquired | $53,000 | |
[1] | Acquired definite-lived intangible assets have a total weighted average life of 10.6 years. |
Acquisitions_Progressive_Acqui4
Acquisitions - Progressive Acquisition Pro Forma Financial Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition [Line Items] | ||
Revenues, as reported | $821,814 | $585,423 |
Net earnings, as reported | 49,243 | 38,339 |
Progressive Finance Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Revenues, pro forma | 732,300 | |
Net earnings, pro forma | $39,389 |
Fair_Value_Measurement_Summary
Fair Value Measurement - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Level 2, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Level 2 | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||
Deferred Compensation Liability | ($12,321) | ($12,677) |
Fair_Value_Measurement_Assets_
Fair Value Measurement - Assets Measured At Fair Value on Nonrecurring Basis (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held For Sale | $6,049 | $6,356 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held For Sale | $6,049 | $6,356 |
Fair_Value_Measurement_Fair_Va
Fair Value Measurement - Fair Value of Assets (Liabilities) Not Measured at Fair Value In Consolidated Balance Sheets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Level 2 | Long-term Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long term debt, fair value | ($425,999) | [1] | ($429,049) | [1] |
Level 3 | Debt Securities | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | $20,724 | [2] | $21,311 | [2] |
[1] | 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 $400.0 million at March 31, 2015 and December 31, 2014. | |||
[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. |
Fair_Value_Measurement_Fair_Va1
Fair Value Measurement - Fair Value of Assets (Liabilities) Not Measured at Fair Value In Consolidated Balance Sheet - Additional Information (Details) (Long-term Debt, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Long-term Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt, carrying value | $400 | $400 |
Fair_Value_Measurement_Amortiz
Fair Value Measurement - Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Investment Securities Held to Maturity (Details) (Perfect Home Bonds, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Perfect Home Bonds | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $20,724 | $21,311 |
Fair Value | $20,724 | $21,311 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2015 | Jan. 31, 2014 | Mar. 31, 2015 | Oct. 26, 2010 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | |
USD ($) | RIMCO | Marketing and Advertising Expense | Margaret Korrow | Minimum | Maximum | Maximum | Amendment [Member] | |
right | USD ($) | USD ($) | USD ($) | Lomi Price | Franchise Loan Facility [Member] | |||
USD ($) | CAD | |||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Leases of warehouse and retail store space under operating lease, expiring time | 2029 | |||||||
Renewal options of leases for additional periods | 1 year | 20 years | ||||||
Lease term (in years) | 15 years | |||||||
Leases of transportation and computer equipment under operating leases, expiring period (in years) | 4 years | |||||||
Event of default, loan due In full, term | 90 days | |||||||
Portion that Company might be obligated to repay in the event franchisees defaulted | $87,100,000 | |||||||
Fair value of franchise related borrowings | 820,000,000 | |||||||
Loan facility to franchisees, maximum commitment amount | 175,000,000 | |||||||
Loan facility maximum Canadian sub facility commitment amount | 50,000,000 | |||||||
Loss contingency accrual | 29,400,000 | |||||||
Range of possible loss not accrued | 0 | 4,100,000 | ||||||
Minimum range of possible loss | 50,000 | |||||||
Maximum range of possible loss | 1,200,000 | |||||||
Statutory penalty damages, per violation (in dollars per violation) | 100 | |||||||
Loss contingency, damages sought, value (not less than) | 250,000 | |||||||
Number of franchise rights sold during period | 5 | |||||||
Contractual commitments future minimum payments due | $16,800,000 |
Restructuring_Restructuring_De
Restructuring Restructuring - (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, number of store closures | 44 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Expenses | $9,100 | |
Sales and Lease Ownership | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Expenses | 4,800 | |
Other Segments | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Expenses | 4,300 | |
Contractual Obligations Under Canceled Leases | ||
Restructuring Reserve [Roll Forward] | ||
Balance at January 1, 2015 | 3,227 | |
Restructuring Expenses | 4,800 | |
Payments | -340 | |
Balance at March 31, 2015 | 2,887 | 3,227 |
Fixed Assets | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Expenses | 3,300 | |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Expenses | 395 | |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Expenses | $620 |
Segments_Additional_Informatio
Segments - Additional Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Apr. 14, 2014 |
segments | retail_location | |||
Segment Reporting Information [Line Items] | ||||
Number of operating segments | 5 | |||
Financial Advisory and Legal Costs | $0 | $872 | ||
Progressive-Related Transaction Costs | 0 | 803 | ||
Approximate percentage of segment revenue charged as an allocation of corporate overhead | 5.00% | 5.00% | ||
Progressive Finance Holdings, LLC | ||||
Segment Reporting Information [Line Items] | ||||
Number of retail locations (over 15,000) | 15,000 | |||
Progressive-Related Transaction Costs | 803 | |||
Other Segments | ||||
Segment Reporting Information [Line Items] | ||||
Financial Advisory and Legal Costs | 872 | |||
Progressive-Related Transaction Costs | $803 |
Information_on_Segments_and_Re
Information on Segments and Reconciliation to Earnings Before Income Taxes from Continuing Operations (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $821,814 | $585,423 | |||
Earnings (Loss) Before Income Taxes | 77,830 | 60,710 | |||
Assets | 2,404,660 | 2,456,844 | |||
Sales and Lease Ownership | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 536,160 | 548,711 | |||
Earnings (Loss) Before Income Taxes | 52,575 | 55,619 | |||
Assets | 1,234,425 | 1,246,325 | |||
Progressive Finance Holdings, LLC | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 251,619 | 0 | |||
Earnings (Loss) Before Income Taxes | 15,830 | 0 | |||
Assets | 880,655 | 858,159 | |||
HomeSmart | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 16,972 | 17,404 | |||
Earnings (Loss) Before Income Taxes | 537 | -69 | |||
Assets | 44,821 | 47,585 | |||
Franchise | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 17,004 | 18,084 | |||
Earnings (Loss) Before Income Taxes | 13,898 | 14,558 | |||
Assets | 45,071 | 46,755 | |||
Manufacturing | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 28,806 | 31,155 | |||
Earnings (Loss) Before Income Taxes | 1,282 | 547 | |||
Assets | 21,946 | [1] | 23,050 | [1] | |
Other Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 368 | 1,898 | |||
Earnings (Loss) Before Income Taxes | -11,479 | -9,927 | |||
Assets | 177,742 | 234,970 | |||
Reportable Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 850,929 | 617,252 | |||
Earnings (Loss) Before Income Taxes | 72,643 | 60,728 | |||
Elimination of Intersegment | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | -28,289 | -30,258 | |||
Earnings (Loss) Before Income Taxes | -1,268 | -509 | |||
Cash to Accrual and Other Adjustments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | -826 | -1,571 | |||
Earnings (Loss) Before Income Taxes | $6,455 | $491 | |||
[1] | Includes inventory (principally raw materials and work-in-process) that has been classified within lease merchandise in the condensed consolidated balance sheets of $12.7 million and $13.2 million as of March 31, 2015 and December 31, 2014, respectively. |
Information_on_Segments_and_Re1
Information on Segments and Reconciliation to Earnings Before Income Taxes from Continuing Operations- Additional Information (Details) (Manufacturing, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Inventory (principally raw materials and work-in-process) | $12.70 | $13.20 |