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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ________________________________
 FORM 10-Q
________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
COMMISSION FILE NUMBER 1-13941
 ________________________________
 AARON’S, INC.
(Exact name of registrant as specified in its charter)
 _________________________________
Georgia
 
58-0687630
(State or other jurisdiction of
incorporation or organization)
 
(I. R. S. Employer
Identification No.)
 
 
 
400 Galleria Parkway SE
Suite 300
Atlanta
Georgia
 
30339-3182
(Address of principal executive offices)
 
(Zip Code)
(678) 402-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 Trading Symbol
Name of each exchange on which registered
Common Stock, $0.50 Par Value
AAN 
New York Stock Exchange

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

Indicate by check mark whether registrant (l) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of l934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes     No  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
 
 
 
Accelerated Filer
 
 
 
 
 
 
 
 
 
Non-Accelerated Filer
 
(Do not check if a smaller reporting company)
 
Smaller Reporting Company
 
 
 
 
 
 
 
 
 
Emerging Growth Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of Each Class
 
Shares Outstanding as of
May 1, 2020
Common Stock, $0.50 Par Value
 
67,086,064


1


AARON’S, INC.
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 3. Defaults Upon Senior Securities
 
 
Item 4. Mine Safety Disclosures
 
 
Item 5. Other Information
 
 
 
 

2


PART I – FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
AARON’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
 
 
March 31,
2020
 
December 31,
2019
 
(In Thousands, Except Share Data)
ASSETS:
 
 
 
Cash and Cash Equivalents
$
551,017

 
$
57,755

Accounts Receivable (net of allowances of $77,430 in 2020 and $76,293 in 2019)
87,373

 
104,159

Lease Merchandise (net of accumulated depreciation and allowances of $908,058 in 2020 and $896,056 in 2019)
1,277,573

 
1,433,417

Loans Receivable (net of allowances and unamortized fees of $38,306 in 2020 and $21,134 in 2019)
61,147

 
75,253

Property, Plant and Equipment at Cost (net of accumulated depreciation of $317,704 in 2020 and $311,252 in 2019)
236,214

 
237,666

Operating Lease Right-of-Use Assets
299,522

 
329,211

Goodwill
288,801

 
736,582

Other Intangibles (net of accumulated amortization of $158,008 in 2020 and $151,932 in 2019)
183,269

 
190,796

Income Tax Receivable
62,827

 
18,690

Prepaid Expenses and Other Assets
105,212

 
114,271

Total Assets
$
3,152,955

 
$
3,297,800

LIABILITIES & SHAREHOLDERS’ EQUITY:
 
 
 
Accounts Payable and Accrued Expenses
$
225,762

 
$
272,816

Accrued Regulatory Expense
175,000

 
175,000

Deferred Income Taxes Payable
217,768

 
310,395

Customer Deposits and Advance Payments
84,551

 
91,914

Operating Lease Liabilities
357,191

 
369,386

Debt
646,069

 
341,030

Total Liabilities
1,706,341

 
1,560,541

Commitments and Contingencies (Note 4)


 


SHAREHOLDERS' EQUITY:
 
 
 
Common Stock, Par Value $0.50 Per Share: Authorized: 225,000,000 Shares at March 31, 2020 and December 31, 2019; Shares Issued: 90,752,123 at March 31, 2020 and December 31, 2019
45,376

 
45,376

Additional Paid-in Capital
283,467

 
290,229

Retained Earnings
1,740,193

 
2,029,613

Accumulated Other Comprehensive Loss
(1,773
)
 
(19
)
 
2,067,263

 
2,365,199

Less: Treasury Shares at Cost
 
 
 
Common Stock: 23,666,059 Shares at March 31, 2020 and 24,034,053 at December 31, 2019
(620,649
)
 
(627,940
)
Total Shareholders’ Equity
1,446,614

 
1,737,259

Total Liabilities & Shareholders’ Equity
$
3,152,955

 
$
3,297,800

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

3


AARON’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
 
 
Three Months Ended
March 31,
 
2020
 
2019
 
(In Thousands, Except Per Share Data)
REVENUES:
 
 
 
Lease Revenues and Fees
$
1,047,913

 
$
944,157

Retail Sales
9,531

 
12,809

Non-Retail Sales
26,846

 
36,981

Franchise Royalties and Fees
6,724

 
9,207

Interest and Fees on Loans Receivable
9,908

 
8,646

Other
352

 
303

 
1,101,274

 
1,012,103

COSTS AND EXPENSES:
 
 
 
Depreciation of Lease Merchandise
597,407

 
500,820

Retail Cost of Sales
6,862

 
8,632

Non-Retail Cost of Sales
23,581

 
29,196

Operating Expenses
412,970

 
387,216

Restructuring Expenses, Net
22,286

 
13,281

Impairment of Goodwill
446,893

 

Other Operating Expense (Income)
170

 
(897
)
 
1,510,169

 
938,248

OPERATING (LOSS) PROFIT
(408,895
)
 
73,855

Interest Income
192

 
101

Interest Expense
(3,799
)
 
(4,956
)
Other Non-Operating (Expense) Income, Net
(1,951
)
 
1,308

(LOSS) EARNINGS BEFORE INCOME TAXES
(414,453
)
 
70,308

INCOME TAX (BENEFIT) EXPENSE
(134,448
)
 
14,230

NET (LOSS) EARNINGS
$
(280,005
)
 
$
56,078

(LOSS) EARNINGS PER SHARE
 
 
 
Basic
$
(4.19
)
 
$
0.83

Assuming Dilution
$
(4.19
)
 
$
0.82

CASH DIVIDENDS DECLARED PER SHARE:
 
 
 
Common Stock
$
0.040

 
$
0.035

WEIGHTED AVERAGE SHARES OUTSTANDING:
 
 
 
Basic
66,822

 
67,294

Assuming Dilution
66,822

 
68,773

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

4


AARON’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended
March 31,
(In Thousands)
2020
 
2019
Net (Loss) Earnings
$
(280,005
)
 
$
56,078

Other Comprehensive (Loss) Income:
 
 
 
Foreign Currency Translation Adjustment
(1,754
)
 
424

Total Other Comprehensive (Loss) Income
(1,754
)
 
424

Comprehensive (Loss) Income
$
(281,759
)
 
$
56,502

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


5


AARON’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended
March 31,
 
2020
 
2019
 
(In Thousands)
OPERATING ACTIVITIES:



Net (Loss) Earnings
$
(280,005
)

$
56,078

Adjustments to Reconcile Net (Loss) Earnings to Cash Provided by Operating Activities:



Depreciation of Lease Merchandise
597,407


500,820

Other Depreciation and Amortization
25,267


26,562

Accounts Receivable Provision
85,082


63,235

Provision for Credit Losses on Loans Receivable
12,722


4,255

Stock-Based Compensation
5,619


7,549

Deferred Income Taxes
(90,268
)

10,861

Impairment of Goodwill and Other Assets
466,030


10,492

Non-Cash Lease Expense
26,895

 
29,555

Other Changes, Net
839


883

Changes in Operating Assets and Liabilities, Net of Effects of Acquisitions and Dispositions:





Additions to Lease Merchandise
(556,807
)

(580,089
)
Book Value of Lease Merchandise Sold or Disposed
114,762


98,257

Accounts Receivable
(68,420
)

(50,467
)
Prepaid Expenses and Other Assets
9,347


1,550

Income Tax Receivable
(44,137
)

15,747

Operating Lease Liabilities
(25,579
)
 
(31,643
)
Accounts Payable and Accrued Expenses
(43,584
)

(1,854
)
Customer Deposits and Advance Payments
(7,410
)

2,947

Cash Provided by Operating Activities
227,760


164,738

INVESTING ACTIVITIES:





Investments in Loans Receivable
(21,997
)

(14,493
)
Proceeds from Loans Receivable
14,956


14,482

Outflows on Purchases of Property, Plant and Equipment
(23,587
)

(23,807
)
Proceeds from Property, Plant and Equipment
906


511

Outflows on Acquisitions of Businesses and Customer Agreements, Net of Cash Acquired
(855
)

(3,470
)
Proceeds from Dispositions of Businesses and Customer Agreements, Net of Cash Disposed


755

Cash Used in Investing Activities
(30,577
)

(26,022
)
FINANCING ACTIVITIES:





Borrowings (Repayments) on Revolving Facility, Net
300,000


(16,000
)
Proceeds from Debt
5,625

 

Repayments on Debt
(392
)

(575
)
Dividends Paid
(2,668
)

(2,366
)
Issuance of Stock Under Stock Option Plans
528


1,996

Shares Withheld for Tax Payments
(5,877
)

(12,977
)
Debt Issuance Costs
(1,020
)


Cash Provided by (Used in) Financing Activities
296,196


(29,922
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(117
)

82

Increase in Cash and Cash Equivalents
493,262


108,876

Cash and Cash Equivalents at Beginning of Period
57,755


15,278

Cash and Cash Equivalents at End of Period
$
551,017


$
124,154

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

6


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. BASIS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As described elsewhere in this Quarterly Report on Form 10-Q, the Coronavirus Disease ("COVID-19") pandemic has led to significant market disruption and adverse impacts on many aspects of our operations, directly and indirectly. Throughout these notes to the condensed consolidated financial statements, the impacts of the COVID-19 pandemic on the financial results for the three months ended March 31, 2020 have been identified under the respective sections. Additionally, there are significant uncertainties regarding the future scope and nature of these impacts, which continue to evolve each day. For a discussion of operational measures taken, as well as trends and uncertainties that have affected our business, as a result of the COVID-19 pandemic see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, including the "Recent Developments," "Results of Operations", "Liquidity and Capital Resources", and Part II, Item 1A "Risk Factors", below.
Description of Business
Aaron's, Inc. (the "Company") is a leading omnichannel provider of lease-purchase solutions. As of March 31, 2020, the Company's operating and reportable segments are Progressive Leasing, Aaron's Business and Vive. We have updated all disclosures and references to Dent-A-Med, Inc. and/or DAMI in this Quarterly Report on Form 10-Q to reflect the operating segment's new name, "Vive."
Progressive Leasing is a virtual lease-to-own company that provides lease-purchase solutions in 46 states and the District of Columbia. It does so by purchasing merchandise from third-party retailers desired by those retailers' customers and, in turn, leasing that merchandise to the customers through a cancelable lease-to-own transaction. Progressive Leasing consequently has no stores of its own, but rather offers lease-purchase solutions to the customers of traditional and e-commerce retailers.
The following table presents invoice volume for Progressive Leasing:
For the Three Months Ended March 31 (Unaudited and In Thousands)
2020
 
2019
Progressive Leasing Invoice Volume1
$
447,817

 
$
394,727

1 Invoice volume is defined as the retail price of lease merchandise acquired and then leased to customers during the period, net of returns.
The Aaron's Business segment offers furniture, home appliances, consumer electronics and accessories to consumers through a lease-to-own agreement through the Company’s Aaron’s-branded stores in the United States, Canada and Puerto Rico, as well as through its e-commerce platform. This operating segment also supports franchisees of its Aaron’s-branded stores. In addition, the Aaron’s Business segment includes the operations of Woodhaven Furniture Industries ("Woodhaven"), which manufactures and supplies the majority of the bedding and a significant portion of the upholstered furniture leased and sold in Company-operated and franchised stores.
The following table presents store count by ownership type for the Aaron's Business operations:
Stores as of March 31 (Unaudited)
2020
 
2019
Company-operated Aaron's Branded Stores
1,129

 
1,230

Franchised Stores
318

 
369

Systemwide Stores
1,447

 
1,599


Vive partners with merchants to provide a variety of revolving credit products originated through third-party federally insured banks to customers that may not qualify for traditional prime lending (called "second-look" financing programs).

7


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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 the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Generally, actual experience has been consistent with management's prior estimates and assumptions. However, as described above, the extent to which the COVID-19 pandemic and resulting measures taken by the Company will impact the Company's business will depend on future developments, which are highly uncertain and cannot be precisely predicted at this time. In many cases, management's estimates and assumptions are highly dependent on estimates of future developments and may change significantly in the future due to unforeseen direct and indirect impacts of the COVID-19 pandemic.
The accompanying unaudited condensed consolidated financial statements do not include all information required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Annual Report") filed with the U.S. Securities and Exchange Commission on February 20, 2020. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of operating results for the full year.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Aaron's, Inc. and its subsidiaries, each of which is wholly owned. Intercompany balances and transactions between consolidated entities have been eliminated.
Accounting Policies and Estimates
See Note 1 to the consolidated financial statements in the 2019 Annual Report for expanded discussion of accounting policies and estimates. Accounting policies herein have also been updated as applicable to describe the impacts of the COVID-19 pandemic described above.
Earnings Per Share
Earnings per share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. The computation of earnings per share assuming dilution includes the dilutive effect of stock options, restricted stock units ("RSUs"), restricted stock awards ("RSAs") and performance share units ("PSUs") and awards issuable under the Company's employee stock purchase plan ("ESPP") (collectively, "share-based awards") as determined under the treasury stock method. The following table shows the calculation of dilutive share-based awards:
 
Three Months Ended
March 31,
(Shares In Thousands)
2020
 
2019
Weighted Average Shares Outstanding
66,822

 
67,294

Dilutive Effect of Share-Based Awards1

 
1,479

Weighted Average Shares Outstanding Assuming Dilution
66,822

 
68,773


1 There was no dilutive effect to the loss per common share for the three months ended March 31, 2020 due to the net loss incurred in the period.
Approximately 1,961,000 and 443,000 weighted-average share-based awards were excluded from the computation of earnings per share assuming dilution during the three months ended March 31, 2020 and 2019, respectively, as the awards would have been anti-dilutive for the periods presented.

8


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Revenue Recognition
Lease Revenues and Fees
The Company provides merchandise, consisting primarily of furniture, appliances, electronics, jewelry and a variety of other products, to its customers for lease under certain terms agreed to by the customer. The Company's Progressive Leasing segment offers customers of traditional and e-commerce retailers a virtual lease-purchase solution through leases with payment terms that can be renewed up to 12 months. The Company's Aaron's-branded stores and its e-commerce platform offer leases with flexible terms that can be renewed up to 12, 18 or 24 months. The Company does not require deposits upon inception of customer agreements. The customer has the right to acquire ownership either through a purchase option or through payment of all required lease payments. The agreements are cancelable at any time by either party without penalty.
Progressive Leasing lease revenues are earned prior to the lease payment due date and are recorded net of related sales taxes as earned. Payment terms include weekly, bi-weekly, and monthly frequencies. Revenue recorded prior to the payment due date results in unbilled receivables recognized in accounts receivable, net of allowances in the accompanying condensed consolidated balance sheets. Lease payments received prior to the month earned are recorded as deferred lease revenue, and this amount is included in customer deposits and advance payments in the accompanying condensed consolidated balance sheets. Progressive Leasing lease revenues are recorded net of a provision for returns and uncollectible renewal payments.
Aaron's Business lease revenues are recognized as revenue net of related sales taxes in the month they are earned. Lease payments received prior to the month earned are recorded as deferred lease revenue, and this amount is included in customer deposits and advance payments in the accompanying condensed consolidated balance sheets. Aaron's Business lease revenues are recorded net of a provision for returns and uncollectible renewal payments.
All of the Company's customer agreements are considered operating leases. The Company maintains ownership of the lease merchandise until all payment obligations are satisfied under sales and lease ownership agreements. Initial direct costs related to Progressive Leasing's lease purchase agreements are capitalized as incurred and amortized as operating expense over the estimated lease term. The capitalized costs have been classified within prepaid expenses and other assets in the accompanying condensed consolidated balance sheets. Initial direct costs related to Aaron's Business customer agreements are expensed as incurred and have been classified as operating expenses in the Company's condensed consolidated statements of earnings. The statement of earnings effects of expensing the initial direct costs of the Aaron's Business as incurred are not materially different from amortizing initial direct costs over the lease term.
Retail and Non-Retail Sales
Revenues from the retail sale of merchandise to customers are recognized at the point of sale. Generally, the transfer of control occurs near or at the point of sale for retail sales. Revenues for the non-retail sale of merchandise to franchisees are recognized when control transfers to the franchisee, which is upon delivery of the merchandise.
Substantially all of the amounts reported as non-retail sales and non-retail cost of sales in the accompanying condensed consolidated statements of earnings relate to the sale of lease merchandise to franchisees. The Company classifies the sale of merchandise to other customers as retail sales in the condensed consolidated statements of earnings.
Franchise Royalties and Fees
The Company has no current plans to franchise additional Aaron's stores. Franchisees have historically paid an ongoing royalty fee of 6% of the weekly cash revenue collections, which is recognized as the fees become due. Beginning in March 2020, in response to the COVID-19 pandemic, the Company temporarily suspended, as opposed to deferring, the royalty fee obligation, effectively forgiving the franchisee royalty payments that otherwise would have been due during the suspension period. During the second quarter of 2020, the Company expects to reinstate the requirement that franchisees make royalty payments, but there can be no assurance that the Company will not implement another suspension or a deferral of franchisee royalty payments in future periods, such as, for example, in response to our franchisees experiencing financial difficulty due to a resurgence of COVID-19 cases.
The Company guarantees certain debt obligations of some of the franchisees and receives guarantee fees based on the outstanding debt obligations of such franchisees. Refer to Note 4 of these condensed consolidated financial statements for additional discussion of the Company's franchise-related guarantee obligation.

9


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Interest and Fees on Loans Receivable
Vive extends or declines credit to an applicant through its bank partners based upon the applicant's credit rating and other factors. Qualifying applicants receive a credit card to finance their initial purchase and to use in subsequent purchases at the merchant or other participating merchants for an initial 24-month period, which Vive may renew if the cardholder remains in good standing.
Vive acquires the loan receivable from merchants through its third-party bank partners at a discount from the face value of the loan. The discount is comprised of a merchant fee discount and a promotional fee discount, if applicable.
The merchant fee discount represents a pre-negotiated, nonrefundable discount that generally ranges from 3% to 25% of the loan face value. The discount is designed to cover the risk of loss related to the portfolio of cardholder charges and Vive's direct origination costs. The merchant fee discount and origination costs are presented net on the condensed consolidated balance sheets in loans receivable. Cardholders generally have an initial 24-month period that the card is active. The merchant fee discount, net of the origination costs, is amortized on a net basis and is recorded as interest and fee revenue on loans receivable in the condensed consolidated statements of earnings on a straight-line basis over the initial 24-month period.
The discount from the face value of the loan on the acquisition of the loan receivable from the merchant through the third-party bank partners may also include a promotional fee discount, which generally ranges from 1% to 8%. The promotional fee discount is intended to compensate the holder of the loan receivable (i.e. Vive) for deferred or reduced interest rates that are offered to the cardholder for a specified period on the outstanding loan balance (generally for six, 12 or 18 months). The promotional fee discount is amortized as interest and fee revenue on loans receivable in the condensed consolidated statements of earnings on a straight-line basis over the promotional interest period (i.e., over six, 12 or 18 months, depending on the promotion). The unamortized promotional fee discount is presented net on the condensed consolidated balance sheets in loans receivable.
The customer is typically required to make monthly minimum payments of at least 3.5% of the outstanding loan balance, which includes outstanding interest. Fixed and variable interest rates, typically 27% to 35.99%, are compounded daily for cards that do not qualify for deferred or reduced interest promotional periods. Interest income, which is recognized based upon the amount of the loans outstanding, is recognized as interest and fees on loans receivable when earned if collectibility is reasonably assured. For credit cards that provide deferred interest, if the balance is not paid off during the promotional period or if the cardholder defaults, interest is billed to the customers at standard rates and the cumulative amount owed is charged to the cardholder account in the month that the promotional period expires. For credit cards that provide reduced interest, if the balance is not paid off during the promotional period, interest is billed to the cardholder at standard rates in the month that the promotional period expires or when the cardholder defaults. The Company recognizes interest revenue during the promotional period based on its historical experience related to cardholders that fail to pay off balances during the promotional period if collectibility is reasonably assured.
Annual fees are charged to cardholders at the commencement of the loan and on each subsequent anniversary date. Annual fees are deferred and recognized into revenue on a straight-line basis over a one-year period. Under the provisions of the credit card agreements, the Company also may assess fees for service calls or for missed or late payments, which are recognized as revenue in the billing period in which they are assessed if collectibility is reasonably assured. Annual fees and other fees discussed are recognized as interest and fee revenue on loans receivable in the condensed consolidated statements of earnings.
Accounts Receivable
Accounts receivable consist primarily of receivables due from customers of Progressive Leasing and Company-operated stores, corporate receivables incurred during the normal course of business (primarily for vendor consideration) and franchisee obligations.
Accounts receivable, net of allowances, consist of the following: 
(In Thousands)
March 31, 2020

December 31, 2019
Customers
$
68,319

 
$
76,819

Corporate
9,844

 
14,109

Franchisee
9,210

 
13,231

Accounts Receivable
$
87,373

 
$
104,159


The Company maintains an accounts receivable allowance, which primarily relates to its Progressive Leasing operations and, to a lesser extent, its Aaron's Business operations. The Company’s policy for both its Progressive Leasing and Aaron's Business segments is to record an allowance for returns and uncollectible renewal payments based on historical collection experience.

10


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Other qualitative factors are considered in estimating the allowance, such as current and forecasted business trends including, but not limited to, the anticipated unfavorable impacts of the COVID-19 pandemic on our businesses. The provision for returns and uncollectible renewal payments for both the Progressive Leasing and Aaron's Business segments is recognized as a reduction of lease revenues and fees within the condensed consolidated statements of earnings. The Progressive Leasing segment writes off lease receivables that are 120 days or more contractually past due. Aaron's Business writes off lease receivables that are 60 days or more past due.
The Company also maintains an allowance for outstanding franchisee accounts receivable. The Company's policy is to estimate a specific allowance on accounts receivable to estimate future losses related to certain franchisees that are deemed higher risk of non-payment and a general allowance based on historical losses as well as the Company's assessment of the financial health of all other franchisees. The estimated allowance on accounts receivable in the current quarter includes consideration of broad macroeconomic trends, such as the unfavorable impacts of the COVID-19 pandemic on the franchisees' ability to satisfy their obligations. The provision for uncollectible franchisee accounts receivable is recorded as bad debt expense in operating expenses within the condensed consolidated statements of earnings.
Vive's allowance for uncollectible merchant accounts receivable, which primarily relates to cardholder returns and refunds, is recorded as bad debt expense within operating expenses in the condensed consolidated statements of earnings.
Given the significant uncertainty regarding the impacts of the COVID-19 pandemic on our businesses, a high level of estimation was involved in determining the allowance for accounts receivable as of March 31, 2020; therefore, actual accounts receivable write-offs could differ materially from the allowance.
The following table shows the amounts recognized for bad debt expense and provision for returns and uncollected payments:
 
Three Months Ended March 31,
(In Thousands)
2020
 
2019
Bad Debt Expense1
$
953

 
$
1,125

Provision for Returns and Uncollectible Renewal Payments
84,129

 
62,110

Accounts Receivable Provision
$
85,082

 
$
63,235


1 Bad debt expense is recorded within operating expenses in the condensed consolidated financial statements.
Lease Merchandise
The Company's lease merchandise consists primarily of furniture, appliances, electronics, jewelry and a variety of other products and is recorded at the lower of cost or net realizable value. The cost of merchandise manufactured by our Woodhaven operations is recorded at cost and includes overhead from production facilities, shipping costs and warehousing costs. The Company's Progressive Leasing segment, at which substantially all merchandise is on lease, depreciates merchandise to a 0% salvage value generally over 12 months. The Company's Aaron's Business segment begins depreciating merchandise at the earlier of 12 months and one day or when the item is leased. Aaron's Business depreciates merchandise to a 0% salvage value over the lease agreement period when on lease, generally 12 to 24 months, and generally 36 months when not on lease. Depreciation is accelerated upon the early payout of a lease.
The following is a summary of lease merchandise, net of accumulated depreciation and allowances:
(In Thousands)
March 31, 2020
 
December 31, 2019
Merchandise on Lease, net of Accumulated Depreciation and Allowances
$
1,043,959

 
$
1,156,798

Merchandise Not on Lease, net of Accumulated Depreciation and Allowances
233,614

 
276,619

Lease Merchandise, net of Accumulated Depreciation and Allowances
$
1,277,573

 
$
1,433,417


The Company's policies require weekly merchandise counts at its Aaron's Business store-based operations, which include write-offs for unsalable, damaged, or missing merchandise inventories. In addition to monthly cycle counting, full physical inventories are generally taken at the fulfillment and manufacturing facilities annually and appropriate provisions are made for missing, damaged and unsalable merchandise. In addition, the Company monitors merchandise levels and mix by division, store, and fulfillment center, as well as the average age of merchandise on hand. If obsolete merchandise cannot be returned to vendors, its carrying amount is adjusted to its net realizable value or written off. Generally, all merchandise not on lease is available for lease or sale. On a monthly basis, all damaged, lost or unsalable merchandise identified is written off.

11


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company records a provision for write-offs on the allowance method, which primarily relates to its Progressive Leasing operations and, to a lesser extent, its Aaron's Business operations. The allowance method for lease merchandise write-offs estimates the merchandise losses incurred but not yet identified by management as of the end of the accounting period based on historical write-off experience. Other qualitative factors are considered in estimating the allowance, such as current and forecasted business trends including, but not limited to, the anticipated unfavorable impacts of the COVID-19 pandemic on our businesses. Given the significant uncertainty regarding the impacts of the COVID-19 pandemic on our businesses, a high level of estimation was involved in determining the allowance as of March 31, 2020; therefore, actual lease merchandise write-offs could differ materially from the allowance. The provision for write-offs is included in operating expenses in the accompanying condensed consolidated statements of earnings.
The following table shows the components of the allowance for lease merchandise write-offs, which is included within lease merchandise, net within the condensed consolidated balance sheets:
 
Three Months Ended March 31,
(In Thousands)
2020
 
2019
Beginning Balance
$
61,185

 
$
46,694

Merchandise Written off, net of Recoveries
(61,926
)
 
(53,222
)
Provision for Write-offs
79,675

 
56,995

Ending Balance
$
78,934

 
$
50,467


Loans Receivable, Net
Gross loans receivable represents the principal balances of credit card charges at Vive's participating merchants that remain due from cardholders, plus unpaid interest and fees due from cardholders. The allowance and unamortized fees represent an allowance for uncollectible amounts; merchant fee discounts, net of capitalized origination costs; promotional fee discounts; and deferred annual card fees.
Economic conditions and loan performance trends are closely monitored to manage and evaluate exposure to credit risk. Trends in delinquency rates are an indicator of credit risk within the loans receivable portfolio, including the migration of loans between delinquency categories over time. Charge-off rates represent another indicator of the potential for future credit losses. The risk in the loans receivable portfolio is correlated with broad economic trends, such as current and projected unemployment rates, stock market volatility, and changes in medium and long-term risk-free rates, which are considered in determining the allowance for loan losses and can have a material effect on credit performance.
Effective January 1, 2020 with the adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("CECL") as discussed within "Recent Accounting Pronouncements" in Note 1 to these condensed consolidated financial statements, expected lifetime losses on loans receivable are recognized upon loan origination, which requires the Company to make its best estimate of probable lifetime losses at the time of origination. Our credit card loans do not have contractually stated maturity dates, which requires the Company to estimate an average life of loan by analyzing historical payment trends to determine an expected remaining life of the loan balance. The Company segments its loans receivable portfolio into homogenous pools by FICO score and by delinquency status and evaluates loans receivable collectively for impairment when similar risk characteristics exist.
The Company calculates the allowance for loan losses based on internal historical loss information and incorporates observable and forecasted macroeconomic data over a twelve-month reasonable and supportable forecast period. Incorporating macroeconomic data could have a material impact on the measurement of the allowance to the extent that forecasted data changes significantly, such as higher forecasted unemployment rates and the observed significant market volatility associated with the COVID-19 pandemic during the three months ended March 31, 2020. For any periods beyond the twelve-month reasonable and supportable forecast period described above, the Company reverts to using historical loss information on a straight-line basis over a period of six months and utilizes historical loss information for the remaining life of the portfolio. The Company may also consider other qualitative factors in estimating the allowance, as necessary. The allowance for loan losses is maintained at a level considered appropriate to cover expected future losses of principal, interest and fees on active loans in the loans receivable portfolio. The appropriateness of the allowance is evaluated at each period end. To the extent that actual results differ from estimates of uncollectible loans receivable, including the significant uncertainties caused by the COVID-19 pandemic, the Company's results of operations and liquidity could be materially affected.

12


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Delinquent loans receivable includes those that are 30 days or more past due based on their contractual billing dates. In response to the COVID-19 pandemic, the Company granted affected customers a payment deferral while allowing them to maintain their delinquency status for an additional 30 days. The Company places loans receivable on nonaccrual status when they are greater than 90 days past due or upon notification of cardholder bankruptcy, death or fraud. The Company discontinues accruing interest and fees and amortizing merchant fee discounts and promotional fee discounts for loans receivable in nonaccrual status. Loans receivable are removed from nonaccrual status when cardholder payments resume, the loan becomes 90 days or less past due and collection of the remaining amounts outstanding is deemed probable. Payments received on nonaccrual loans are allocated according to the same payment hierarchy methodology applied to loans that are accruing interest. Loans receivable are charged off no later than the end of the following month after the billing cycle in which the loans receivable become 120 days past due.
Vive extends or declines credit to an applicant through its bank partners based upon the applicant's credit rating and other factors. Below is a summary of the credit quality of the Company's loan portfolio as of March 31, 2020 and December 31, 2019 by Fair Isaac and Company (FICO) score as determined at the time of loan origination:
FICO Score Category
March 31, 2020
 
December 31, 2019
600 or Less
7.6
%
 
6.7
%
Between 600 and 700
79.7
%
 
80.1
%
700 or Greater
12.7
%
 
13.2
%

Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of the following:
(In Thousands)
March 31, 2020
 
December 31, 2019
Prepaid Expenses
$
41,427

 
$
45,034

Prepaid Insurance
24,328

 
26,393

Assets Held for Sale
9,872

 
10,131

Deferred Tax Asset
826

 
826

Other Assets
28,759

 
31,887

Prepaid Expenses and Other Assets
$
105,212

 
$
114,271


Assets Held for Sale
Certain properties, consisting of parcels of land and commercial buildings, met the held for sale classification criteria as of March 31, 2020 and December 31, 2019. Assets held for sale are recorded at the lower of their carrying value or fair value less estimated cost to sell and are classified within prepaid expenses and other assets in the condensed consolidated balance sheets. Depreciation is suspended on assets upon classification to held for sale.
The carrying amount of the properties held for sale as of March 31, 2020 and December 31, 2019 is $9.9 million and $10.1 million, 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 below.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
(In Thousands)
March 31, 2020
 
December 31, 2019
Accounts Payable
$
48,172

 
$
89,959

Accrued Insurance Costs
50,871

 
44,032

Accrued Salaries and Benefits
39,492

 
43,972

Accrued Real Estate and Sales Taxes
31,314

 
32,763

Other Accrued Expenses and Liabilities
55,913

 
62,090

Accounts Payable and Accrued Expenses
$
225,762

 
$
272,816



13


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Debt
At March 31, 2020, the Company was in compliance with all covenants related to its outstanding debt. However, given the uncertainties associated with the COVID-19 pandemic's impact on our operations and financial performance in future periods, there can be no assurances that we will not be required to seek amendments or modifications to one or more of the covenants in our debt agreements and/or waivers of potential or actual defaults of those covenants.
On January 21 and February 19, 2020, the Company amended its revolving credit and term loan agreement (the "Credit Agreement") to, among other changes: (i) increase the revolving credit commitment from $400.0 million to $500.0 million, (ii) increase borrowings under the term loan to $225.0 million, (iii) extend the maturity date for the revolving credit commitment and term loan from September 18, 2022 to January 21, 2025, (iv) amend the definition of adjusted EBITDA to exclude certain charges, and (v) modify certain other terms and conditions. The amended agreement continues to provide for quarterly repayment installments of $5.6 million under the $225.0 million term loan. The quarterly term loan repayment installments are payable on the last day of each March, June, September, and December beginning on December 31, 2020, with the remaining principal balance payable upon the maturity date of January 21, 2025. As a result of these amendments, the Company incurred $1.1 million in debt issuance costs. Substantially all of these costs were deferred and will be amortized over the life of the new agreement, with an insignificant amount expensed in the three months ended March 31, 2020.
During the three months ended March 31, 2020, the Company temporarily borrowed $300.0 million from its revolving credit facility, and the total available credit under our revolving credit facility as of March 31, 2020 was $186.2 million. The Company subsequently repaid the $300.0 million outstanding balance on its revolving credit facility on April 30, 2020. The total available credit under our revolving credit facility as of April 30, 2020 was $486.2 million.
See Note 8 to the consolidated financial statements in the 2019 Annual Report for further information regarding the Company's indebtedness.

14


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Goodwill
Goodwill represents the excess of the purchase price paid over the fair value of the identifiable net tangible and intangible assets acquired in connection with business acquisitions. The following table provides information related to the carrying amount of goodwill by operating segment.
(In Thousands)
Progressive Leasing
 
Aaron’s Business
 
Total
Balance at December 31, 2019
$
288,801

 
$
447,781

 
$
736,582

Acquisition Accounting Adjustments

 
53

 
53

Disposals, Currency Translation and Other Adjustments

 
(941
)
 
(941
)
Impairment Loss

 
(446,893
)
 
(446,893
)
Balance at March 31, 2020
$
288,801

 
$

 
$
288,801


The Company’s goodwill is not amortized but is subject to an impairment test at the reporting unit level annually as of October 1 and more frequently if events or circumstances indicate that an impairment may have occurred. An interim goodwill impairment test is required if the Company believes it is more likely than not that the carrying amount of one or more reporting units exceeds the reporting units' fair value. The Company concluded that the need for an interim goodwill impairment test was triggered for the Aaron's Business segment as of March 31, 2020. Factors that led to this conclusion include: (i) a significant decline in the Company's stock price and market capitalization in March 2020; (ii) the temporary closure of all Company-operated store showrooms due to the COVID-19 pandemic, which adversely impacted our current financial results and is expected to adversely impact future financial results; (iii) the significant uncertainty with regard to the short-term and long-term impacts that adverse macroeconomic conditions arising from the COVID-19 pandemic and related government emergency and executive orders may have on the financial health of our customers and franchisees; (iv) consideration given to the amount by which the Aaron's Business fair value exceeded the carrying value from the October 1, 2019 annual goodwill impairment test.
As of March 31, 2020, the Company determined the Aaron's Business goodwill was fully impaired and recorded a goodwill impairment loss of $446.9 million during the three months ended March 31, 2020. The Company engaged the assistance of a third-party valuation firm to perform the interim goodwill impairment test for the Aaron’s Business reporting unit. This entailed an assessment of the Aaron's Business reporting unit’s fair value relative to the carrying value that was derived using a combination of both income and market approaches and performing a market capitalization reconciliation which included an assessment of the control premium implied from the Company's estimated fair values of its reporting units. The fair value measurement involved significant unobservable inputs (Level 3 inputs, as discussed more fully below). The income approach utilized the discounted future expected cash flows, which required assumptions about short-term and long-term revenue growth or decline rates, operating margins, capital requirements, and a weighted-average cost of capital. The income approach reflects assumptions and estimates made by management regarding direct and indirect impacts of the COVID-19 pandemic on the short-term and long-term cash flows for the Aaron's Business reporting unit. Due to the significant uncertainty associated with the impacts of the COVID-19 pandemic, the assumptions and estimates used by management are highly subjective. The weighted-average cost of capital used in the income approach was adjusted to reflect the specific risks and uncertainties associated with the COVID-19 pandemic in developing the cash flow projections. Given the uncertainty discussed above, the Company performed certain sensitivity analyses including considering reasonable possible alternative assumptions for short-term and long-term growth or decline rates, operating margins, capital requirements, and weighted-average cost of capital rates. Each of the sensitivity analyses performed supported the conclusion of a full impairment of the Aaron's Business goodwill.
The market approach, which includes the guideline public company method, utilized pricing multiples derived from an analysis of comparable publicly traded companies. We believe the comparable companies we evaluate as marketplace participants serve as an appropriate reference when calculating fair value because those companies have similar risks, participate in similar markets, provide similar products and services for their customers and compete with us directly. However, we considered that such publicly available information regarding the comparable companies evaluated likely does not reflect the impact of the COVID-19 pandemic in determining the multiple assumptions selected.
As of October 1, 2019, the Company performed a qualitative assessment for the goodwill of the Progressive Leasing reporting unit and concluded no indications of impairment existed. As of March 31, 2020, the Company performed certain qualitative and quantitative procedures to estimate the Progressive Leasing's reporting unit fair value, primarily for purposes of reconciling the estimated fair values of the Company's reporting units to the Company's overall market capitalization. As a result, the Company concluded that it is not more likely than not that the fair value of the Progressive Leasing reporting unit is below its carrying amount based on the significance of Progressive Leasing's estimated fair value in excess of carrying value.

15


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Stockholders' Equity
Changes in stockholders' equity for the three months ended March 31, 2020 and 2019 are as follows:
 
Treasury Stock
 
Common Stock
 
Additional
Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
Total Shareholders’ Equity
(In Thousands, Except Per Share)
Shares
 
Amount
 
 
 
 
Balance, December 31, 2019
(24,034
)
 
$
(627,940
)
 
$
45,376

 
$
290,229

 
$
2,029,613

 
$
(19
)
$
1,737,259

Opening Balance Sheet Adjustment - ASU 2016-13, net of taxes

 

 

 

 
(6,715
)
 

(6,715
)
Cash Dividends, $0.04 per share

 

 

 

 
(2,700
)
 

(2,700
)
Stock-Based Compensation

 

 

 
5,878

 

 

5,878

Reissued Shares
368

 
7,291

 

 
(12,640
)
 

 

(5,349
)
Net Loss

 

 

 

 
(280,005
)
 

(280,005
)
Foreign Currency Translation Adjustment

 

 

 

 

 
(1,754
)
(1,754
)
Balance, March 31, 2020
(23,666
)
 
$
(620,649
)
 
$
45,376

 
$
283,467

 
$
1,740,193

 
$
(1,773
)
$
1,446,614

 
Treasury Stock
 
Common Stock
 
Additional
Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
Total Shareholders’ Equity
(In Thousands, Except Per Share)
Shares
 
Amount
 
 
 
 
Balance, December 31, 2018
(23,568
)
 
$
(567,847
)
 
$
45,376

 
$
278,922

 
$
2,005,344

 
$
(1,087
)
$
1,760,708

Opening Balance Sheet Adjustment - ASC 842, net of taxes

 

 

 

 
2,592

 

2,592

Cash Dividends, $0.035 per share

 

 

 

 
(2,363
)
 

(2,363
)
Stock-Based Compensation

 

 

 
7,050

 

 

7,050

Reissued Shares
493

 
4,264

 

 
(15,245
)
 

 

(10,981
)
Net Earnings

 

 

 

 
56,078

 

56,078

Foreign Currency Translation Adjustment

 

 

 

 

 
424

424

Balance, March 31, 2019
(23,075
)
 
$
(563,583
)
 
$
45,376

 
$
270,727

 
$
2,061,651

 
$
(663
)
$
1,813,508

Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Valuations based on unobservable inputs reflecting the Company's own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

16


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company measures a liability related to its non-qualified deferred compensation plan, which represents benefits accrued for plan participants and is valued at the quoted market prices of the participants' investment election, at fair value on a recurring basis. 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 fixed-rate long term debt, that are not measured at fair value but for which fair value is disclosed. As discussed above, the Company performed an interim goodwill impairment analysis for the Aaron's Business which required multiple Level 3 inputs and assumptions, such as estimates about costs of capital, future projected performance and cash flows.
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. The fair value of loans receivable and any revolving credit borrowings also approximate their carrying amounts.
Recent Accounting Pronouncements
Adopted
Intangibles - Goodwill and Other. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to measure an impairment of goodwill, if any, by eliminating the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. In accordance with the amendment, entities should perform the annual goodwill impairment test by comparing the carrying value of their reporting units to their fair value. If the carrying value of the reporting unit exceeds the fair value, an entity should record an impairment charge for the amount by which its carrying amount exceeds its reporting unit’s fair value; however, the charge recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company adopted the amendment in the first quarter of 2020 and recorded a $446.9 million impairment charge, representing a full impairment of the goodwill within the Aaron's Business reporting unit.
Financial Instruments - Credit Losses. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The main objective of the update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by companies at each reporting date. For trade and other receivables, held to maturity debt securities and other instruments, companies are required to use a new forward-looking "expected losses" model that generally results in the recognition of allowances for losses earlier than under previous accounting guidance. The Company's operating lease activities within Progressive Leasing and Aaron's Business are not impacted by ASU 2016-13, as operating lease receivables are not in the scope of the CECL model. The implementation of CECL also did not have a material impact to the Company's Progressive Leasing or Aaron's Business segments. The Company is impacted by ASU 2016-13 within its Vive segment by requiring earlier recognition of estimated credit losses in the consolidated statements of earnings. Although the CECL model requires the estimated credit losses to be recognized at the time of loan origination, the related merchant fee discount continues to be amortized as interest and fee revenue on a straight-line basis over the initial 24-month period that the card is active. Therefore, on a loan-by-loan basis, the CECL model results in higher losses recognized upon loan origination for the estimated credit losses, generally followed by higher net earnings as the related merchant fee discount is amortized to interest and fee revenue, and as interest revenue is accrued and earned on the outstanding loan. Although the CECL model results in earlier recognition of credit losses in the statements of earnings, the adoption of CECL results in no changes related to the loan's cash flows or the fundamental economics of the business.
The Company adopted ASU 2016-13 on a modified retrospective basis during the first quarter, which requires a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The application of this transition method resulted in a cumulative-effect non-cash adjustment of $6.7 million, representing a decrease to the Company's January 1, 2020 retained earnings balance, net of tax. This was due primarily to the recognition of a $9.5 million increase to the allowance for loan losses as a result of the new CECL model. The Company has finalized its CECL controls and accounting policies, which were in place as of January 1, 2020.

17


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2. 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)
March 31, 2020
 
December 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Deferred Compensation Liability
$

 
$
(8,818
)
 
$

 
$

 
$
(11,201
)
 
$


The Company maintains the Aaron’s, Inc. Deferred Compensation Plan, which is an unfunded, nonqualified deferred compensation plan for a select group of management, highly compensated employees and non-employee directors. The liability is recorded in accounts payable and accrued expenses in the condensed consolidated balance sheets. The liability represents benefits accrued for plan participants and is valued at the quoted market prices of the participants’ investment elections, which consist of equity and debt "mirror" funds. As such, the Company has classified the deferred compensation liability as a Level 2 liability.
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)
March 31, 2020
 
December 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets Held for Sale
$

 
$
9,872

 
$

 
$

 
$
10,131

 
$


Assets classified as held for sale are recorded at the lower of carrying value or fair value less estimated costs to sell, and any adjustment is recorded in other operating expense (income) or restructuring expenses, net (if the asset is a part of the Company's restructuring programs as described in Note 6) in the condensed consolidated statements of earnings. The highest and best use of the assets held for sale 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.
Certain Financial Assets and Liabilities Not Measured at Fair Value
The following table summarizes the fair value of liabilities that are not measured at fair value in the condensed consolidated balance sheets, but for which the fair value is disclosed: 
(In Thousands)
March 31, 2020
 
December 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Fixed-Rate Long Term Debt1
$

 
$
(122,118
)
 
$

 
$

 
$
(123,705
)
 
$


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 amount of fixed-rate long term debt was $120.0 million at March 31, 2020 and December 31, 2019, respectively.
NOTE 3. LOANS RECEIVABLE
The following is a summary of the Company’s loans receivable, net:
(In Thousands)
March 31, 2020
 
December 31, 2019
Loans Receivable, Gross
$
99,453

 
$
96,387

   Unamortized Fees
(6,712
)
 
(6,223
)
Loans Receivable, Amortized Cost
92,741

 
90,164

   Allowance for Loan Losses
(31,594
)
 
(14,911
)
Loans Receivable, Net of Allowances and Unamortized Fees
$
61,147

 
$
75,253


The table below presents credit quality indicators of the amortized cost of the Company's loans receivable by origination year:
(In Thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
As of March 31, 2020
2020
 
2019
 
2018
 
2017
 
2016
 
Prior
 
Total
FICO Score Category:
 
 
 
 
 
 
 
 
 
 
 
 
 
600 or Less
$
2,278

 
$
3,823

 
$
1,034

 
$
176

 
$
105

 
$
19

 
$
7,435

Between 600 and 700
14,645

 
32,952

 
13,206

 
7,547

 
4,229

 
1,082

 
73,661

700 or Greater
2,414

 
4,374

 
2,086

 
1,392

 
1,114

 
265

 
11,645

Total Amortized Cost
$
19,337

 
$
41,149

 
$
16,326

 
$
9,115

 
$
5,448

 
$
1,366

 
$
92,741


Included in the table below is an aging of the loans receivable, gross balance:
(Dollar Amounts in Thousands)
 
 
 
Aging Category1
March 31, 2020
 
December 31, 2019
30-59 days past due
6.2
%
 
6.9
%
60-89 days past due
3.2
%
 
3.6
%
90 or more days past due
4.7
%
 
5.0
%
Past due loans receivable
14.1
%
 
15.5
%
Current loans receivable
85.9
%
 
84.5
%
Balance of Credit Card Loans on Nonaccrual Status
$
2,562

 
$
2,284

Balance of Loans Receivable 90 or More Days Past Due and Still Accruing Interest and Fees
$

 
$


1 Customers that were granted a payment deferral due to factors caused by the COVID-19 pandemic maintained their delinquency status for an additional 30 days. This did not materially impact the aging disclosed above.
The tables below present the components of the allowance for loan losses for the three months ended March 31, 2020 and 2019:
 
Three Months Ended March 31,
(In Thousands)
2020
 
2019
Beginning Balance
$
14,911

 
$
12,970

CECL Transition Adjustment1
9,463

 

Provision for Loan Losses
12,722

 
4,255

Charge-offs
(6,201
)
 
(5,484
)
Recoveries
699

 
622

Ending Balance
$
31,594

 
$
12,363


1 Upon the January 1, 2020 adoption of CECL as further described in Note 1 to these condensed consolidated financial statements, the Company increased its allowance for loan losses by $9.5 million, which was recorded as a cumulative-effect adjustment to the opening balance of the Company's 2020 retained earnings adjustment.

18


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4. COMMITMENTS AND CONTINGENCIES
Guarantees
The Company has guaranteed certain debt obligations of some of the Aaron's Business franchisees under a franchise loan program with one of the banks in our Credit Agreement. In the event these franchisees are unable to meet their debt service payments or otherwise experience an event of default, the Company would be unconditionally liable for the outstanding balance of the franchisees’ debt obligations under the franchise loan program, which would be due in full within 90 days of the event of default. At March 31, 2020, the maximum amount that the Company would be obligated to repay in the event franchisees defaulted was $19.6 million. The Company has recourse rights to franchisee assets securing the debt obligations, which consist primarily of lease merchandise and fixed assets. Since the inception of the franchise loan program in 1994, the Company's losses associated with the program have been immaterial, but could be material in a future period primarily due to the uncertainties associated with the COVID-19 pandemic's impact on franchisee operations and financial performance in future periods. The Company records a liability related to estimated future losses from repaying the franchisees' outstanding debt obligations upon any possible future events of default. This is included in accounts payable and accrued expenses in the condensed consolidated balance sheets and was $2.4 million and $0.4 million as of March 31, 2020 and December 31, 2019, respectively.
On January 21 and February 19, 2020, the Company amended the franchise loan agreement to, among other changes: (i) reduce the facility commitment from $40.0 million to $35.0 million, (ii) extend the commitment termination date thereunder from October 22, 2020 to January 20, 2021, (iii) amend the definition of adjusted EBITDA to exclude certain charges, and (iv) modify certain other terms and conditions. The terms of the loan facility include an option to further reduce the maximum facility commitment amount by providing written notice to the lender, which the Company subsequently exercised on February 11, 2020 to reduce the facility commitment to $25.0 million.
The Company is subject to financial covenants under the franchise loan program that are consistent with the Revolving Credit and Term Loan Agreement, which are more fully described in Note 8 to the consolidated financial statements in the 2019 Annual Report. The Company is in compliance with all covenants at March 31, 2020 and believes it will continue to be in compliance in the future. However, given the uncertainties associated with the COVID-19 pandemic's impact on our operations and financial performance in future periods, there can be no assurances that we will not be required to seek amendments or modifications to one or more of the covenants in our debt agreements and/or waivers of potential or actual defaults of those covenants.
Legal and Regulatory 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 the Company is currently a party are described below. The Company believes it has meritorious defenses to all of the claims described below, and intends 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 the Company will ultimately be successful in these proceedings, or in others to which it is currently a party. Substantial losses from these proceedings or the costs of defending them could have a material adverse impact upon the Company’s business, financial position and results of operations.
The Company establishes an accrued liability for legal and regulatory proceedings when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. The Company continually monitors its litigation and regulatory exposure and reviews the adequacy of its legal and regulatory reserves on a quarterly basis. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.
The Company accrued $182.9 million as of March 31, 2020 and December 31, 2019, respectively, for pending legal and regulatory matters for which it believes losses are probable and is the Company's best estimate of its exposure to loss. The accrual includes a $175.0 million settlement with the Federal Trade Commission (the "FTC") discussed in more detail below, which is recorded as accrued regulatory expense in the condensed consolidated balance sheet. The Company records the other legal and regulatory liabilities in accounts payable and accrued expenses in the condensed consolidated balance sheet. As of March 31, 2020, the Company has a receivable of $6.1 million for anticipated insurance proceeds on outstanding legal matters which is recorded within prepaid expenses and other assets in the condensed consolidated balance sheet. The Company estimated that the aggregate range of reasonably possible loss in excess of accrued liabilities for such probable loss contingencies is between $0 and $1.0 million as of March 31, 2020.

19


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

At March 31, 2020, the Company estimated that the aggregate range of loss for all material pending legal and regulatory proceedings for which a loss is reasonably possible, but less likely than probable (i.e., excluding the contingencies described in the preceding paragraph), is between $0 and $1.0 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 for legal and regulatory accruals, aggregate probable loss amounts and reasonably possible loss amounts are all subject to the uncertainties and variables described above.
Regulatory Inquiries
In July 2018, the Company received civil investigative demands ("CIDs") from the FTC regarding disclosures related to lease-to-own and other financial products offered by the Company through the Aaron's Business and Progressive Leasing and whether such disclosures violate the Federal Trade Commission Act (the "FTC Act"). Although we believe such disclosures were in compliance with the FTC Act and have not admitted to any wrongdoing, in December 2019, Progressive Leasing reached an agreement in principle with the staff of the FTC with respect to a tentative settlement to resolve the FTC inquiry, with Progressive agreeing to a settlement of $175.0 million. Because Progressive reached a tentative agreement with respect to the financial terms of the settlement in December 2019, the Company recognized a charge of $179.3 million during the fourth quarter of 2019, including $4.3 million of incurred legal fees. In January 2020, Progressive and FTC staff agreed in principle on the terms of a related consent order which, among other matters, requires Progressive to undertake certain compliance-related activities, including monitoring, disclosure and reporting requirements. The proposed consent order was approved by the FTC on April 17, 2020 and approved by the United States District Court for the Northern District of Georgia on April 22, 2020. The Company paid the $175.0 million settlement amount to the FTC on April 27, 2020.
In April 2019, the Aaron’s Business, along with other lease-to-own companies, received an unrelated CID from the FTC focused on certain transactions involving the contingent purchase and sale of customer lease agreements with other lease-to-own companies, and whether such transactions violated the FTC Act. Although we believe those transactions did not violate any laws and we have not admitted of any wrongdoing, in August 2019, the Company reached an agreement in principle with the FTC staff to resolve the issues raised in that CID. The proposed consent agreement, which would prohibit such contingent purchases and sales of customer lease portfolios in the future but would not require any payments to the FTC, was conditionally approved by the FTC in February 2020, but remains subject to the final approval of the Commission.
Litigation Matters
In Stein v. Aaron's, Inc., et. al., filed in the United States District Court for the Southern District of New York on February 28, 2020, the plaintiffs allege that from March 2, 2018 through February 19, 2020, Aaron's made certain misleading public statements about the Company's business, operations, and prospects. The allegations underlying the lawsuit principally relate to the Federal Trade Commission's inquiry into disclosures related to lease-to-own and other financial products offered by the Company through the Aaron's Business and Progressive Leasing segments. The Company believes the claims are without merit and intends to vigorously defend against this lawsuit.
Other Contingencies
The Company is a party to various claims and legal 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.
Off-Balance Sheet Risk
The Company, through its Vive business, had unconditionally cancellable unfunded lending commitments totaling approximately $224.0 million and $225.0 million as of March 31, 2020 and December 31, 2019, respectively, that do not give rise to revenues and cash flows. These unfunded commitments arise in the ordinary course of business from credit card agreements with individual cardholders that give them the ability to borrow, against unused amounts, up to the maximum credit limit assigned to their account. While these unfunded amounts represent the total available unused lines of credit, the Company does not anticipate that all cardholders will utilize their entire available line at any given point in time. Commitments to extend unsecured credit are agreements to lend to a cardholder so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

20


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Prior to the January 1, 2020 adoption of CECL as discussed further in Note 1, the Company recorded a reserve for losses on unfunded loan commitments, which was approximately $0.4 million as of December 31, 2019 and was included in accounts payable and accrued expenses in the consolidated balance sheet. Upon the adoption of CECL, the Company reversed the aforementioned reserve for losses on unfunded loan commitments and recorded a corresponding increase of $0.4 million to its January 1, 2020 retained earnings balance.
NOTE 5. SEGMENTS
As of March 31, 2020, the Company has three operating and reportable segments: Progressive Leasing, Aaron's Business and Vive.
Progressive Leasing is a leading virtual lease-to-own company that provides lease-purchase solutions on a variety of products, including furniture and appliance, jewelry, mobile phones and accessories, mattresses, and automobile electronics and accessories.
The Aaron's Business offers furniture, home appliances, consumer electronics and accessories to consumers through a lease-to-own agreement through the Company's Aaron's-branded stores in the United States and Canada and e-commerce platform. This operating segment also supports franchisees of its Aaron's stores. In addition, the Aaron's Business segment includes the operations of Woodhaven, which manufactures and supplies the majority of the bedding and a significant portion of the upholstered furniture leased and sold in Company-operated and franchised stores.
Vive offers a variety of second-look financing programs originated through third-party federally insured banks to customers of participating merchants and, together with Progressive Leasing, allows the Company to provide retail partners with below-prime customers one source for financing and leasing transactions.
Disaggregated Revenue
The following table presents revenue by source and by segment for the three months ended March 31, 2020:
 
Three Months Ended March 31, 2020
(In Thousands)
Progressive Leasing
Aaron's Business
Vive
Total
Lease Revenues and Fees1
$
658,534

$
389,379

$

$
1,047,913

Retail Sales2

9,531


9,531

Non-Retail Sales2

26,846


26,846

Franchise Royalties and Fees2

6,724


6,724

Interest and Fees on Loans Receivable3


9,908

9,908

Other

352


352

Total
$
658,534

$
432,832

$
9,908

$
1,101,274

1 Substantially all lease revenues and fees are within the scope of ASC 842, Leases. The Company had $6.7 million of other revenue within the scope of ASC 606, Revenue from Contracts with Customers.
2 
Substantially all retail sales, non-retail sales and franchise royalties and fees are within the scope of ASC 606, Revenue from Contracts with Customers.
3 All interest and fees on loans receivable are within the scope of ASC 310, Credit Card Interest & Fees.

21


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents revenue by source and by segment for the three months ended March 31, 2019:
 
Three Months Ended March 31, 2019
(In Thousands)
Progressive Leasing
Aaron's Business
Vive
Total
Lease Revenues and Fees1
$
523,401

$
420,756

$

$
944,157

Retail Sales2

12,809


12,809

Non-Retail Sales2

36,981


36,981

Franchise Royalties and Fees2

9,207


9,207

Interest and Fees on Loans Receivable3


8,646

8,646

Other

303


303

Total
$
523,401

$
480,056

$
8,646

$
1,012,103

1 Substantially all lease revenues and fees are within the scope of ASC 842, Leases. The Company had $6.5 million of other revenue within the scope of ASC 606, Revenue from Contracts with Customers.
2 Substantially all retail sales, non-retail sales and franchise royalties and fees are within the scope of ASC 606, Revenue from Contracts with Customers.
3 All interest and fees on loans receivable are within the scope of ASC 310, Credit Card Interest & Fees.

22


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Measurement of Segment Profit or Loss and Segment Assets
The Company evaluates performance and allocates resources based on revenue growth and pre-tax profit or loss from operations. Intersegment sales are completed at internally negotiated amounts. Since the intersegment profit affects inventory valuation, depreciation and cost of goods sold are adjusted when intersegment profit is eliminated in consolidation. The Company determines earnings (loss) before income taxes for all reportable segments in accordance with U.S. GAAP. Interest expense is allocated to the Progressive Leasing and Vive segments based on a percentage of the outstanding balances of their intercompany borrowings and of the debt incurred when they were acquired. The following is a summary of earnings (loss) before income taxes by segment:
 
Three Months Ended
March 31,
(In Thousands)
2020
 
2019
(Loss) Earnings Before Income Taxes:
 
 
 
Progressive Leasing
$
58,987

 
$
55,388

Aaron's Business1
(465,357
)
 
17,588

Vive
(8,083
)
 
(2,668
)
Total (Loss) Earnings Before Income Taxes
$
(414,453
)
 
$
70,308


1 Loss before income taxes for the Aaron's Business during the three months ended March 31, 2020 was impacted by (i) goodwill impairment charges of $446.9 million, (ii) $14.1 million related to an early termination fee for a sales and marketing agreement, and (iii) restructuring charges of $22.3 million related to stores the Company has closed or plans to close in conjunction with its 2020 restructuring plan, which includes operating lease right-of-use asset impairment and operating lease charges, fixed asset impairment charges, and workforce reductions.
Earnings before income taxes for the Aaron's Business during the three months ended March 31, 2019 includes restructuring charges of $13.3 million related to closed store right-of-use asset impairment and operating lease charges, the write-off and impairment of store property, plant and equipment and related workforce reductions, and other impairment charges in connection with the Company's strategic decision to close 84 Company-operated stores under the 2019 restructuring program.
The following is a summary of total assets by segment and shared corporate-related assets.
(In Thousands)
March 31, 2020
 
December 31, 2019
Assets:
 
 
 
Progressive Leasing
$
1,235,893

 
$
1,261,786

Aaron's Business1,2
1,215,979

 
1,740,281

Vive
71,697

 
85,825

Other3
629,386

 
209,908

Total Assets
$
3,152,955

 
$
3,297,800

1 Includes inventory (principally raw materials and work-in-process) that has been classified within lease merchandise in the condensed consolidated balance sheets of $14.1 million and $14.0 million as of March 31, 2020 and December 31, 2019, respectively.
2 During the three months ended March 31, 2020, the Aaron's Business segment assets were impacted by a goodwill impairment charge of $446.9 million to fully write-off its goodwill balance.
3 Corporate-related assets that benefit multiple segments are reported as other assets. During the three months ended March 31, 2020, the increase in corporate-related assets is primarily due to a temporary $300.0 million draw on the Company's revolving credit facility in March 2020, which the Company subsequently repaid on April 30, 2020, that was held as cash as of March 31, 2020.

23


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6. RESTRUCTURING
2020 Restructuring Program
During the first quarter of 2020, the Company initiated further restructuring actions related to a real estate repositioning program, which resulted in the closure and consolidation of 40 Company-operated stores during the first quarter of 2020, and we currently expect to close approximately 65 additional stores over the next twelve months. Total net restructuring expenses of $16.4 million were recorded for the three months ended March 31, 2020 under the 2020 restructuring program, all of which were incurred within the Aaron's Business segment. Restructuring expenses for the three months ended March 31, 2020 were comprised mainly of operating lease right-of-use asset and fixed asset impairment charges as well as severance charges to rationalize our field support and store support center staff.
The Company continually evaluates its Company-operated Aaron's Business store portfolio to determine if it will further rationalize its store base to better align with marketplace demand, including the potential direct or indirect effects of the COVID-19 pandemic. Additional restructuring charges may result from our real estate repositioning and optimization initiatives, which may include investing in our next generation store concepts to appeal to our target customer market in better, more profitable locations.
2019 Restructuring Program
During the first quarter of 2019, the Company initiated a restructuring program to further optimize its Company-operated Aaron's Business store portfolio, which resulted in the closure and consolidation of 155 underperforming Company-operated stores during 2019. The Company also further rationalized its store support center and field support staff, which resulted in a reduction in associate headcount in those areas to more closely align with current business conditions.
Total net restructuring expenses of $4.6 million were recorded for the three months ended March 31, 2020 under the 2019 restructuring program, all of which were incurred within the Aaron's Business segment. Restructuring expenses for the three months ended March 31, 2020 were comprised principally of closed store operating lease right-of-use asset impairment charges due to changes in estimates of future sublease activity of the vacant properties. These costs were included in restructuring expenses, net in the condensed consolidated statements of earnings. We expect future restructuring expenses (reversals) due to potential future early buyouts of leases with landlords as well as continuing variable maintenance charges and taxes.
2017 and 2016 Restructuring Programs
During the years ended December 31, 2017 and 2016, the Company initiated restructuring programs to rationalize its Company-operated Aaron's Business store portfolio to better align with marketplace demand. The programs resulted in the closure and consolidation of 139 underperforming Company-operated stores throughout 2016, 2017, and 2018. The Company also optimized its store support center and field support staff, which resulted in a reduction in associate headcount in those areas to more closely align with current business conditions.
Total net restructuring expenses of $1.3 million were recorded for the three months ended March 31, 2020 under the 2017 and 2016 restructuring programs, all of which were incurred within the Aaron's Business segment. Restructuring expenses for the three months ended March 31, 2020 were comprised principally of closed store operating lease right-of-use asset impairment charges due to changes in estimates of future sublease activity of the vacant properties. These costs were included in restructuring expenses, net in the condensed consolidated statements of earnings. We expect future restructuring expenses (reversals) due mainly to potential future early buyouts of leases with landlords as well as continuing variable maintenance charges and taxes, but do not expect these charges or reversals to be material.

24


AARON'S, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table summarizes restructuring charges for the three months ended March 31, 2020 and 2019, respectively, under the three programs:
 
Three Months Ended March 31,
(In Thousands)
2020
 
2019
Right-of-Use Asset Impairment
$
15,742

 
$
8,723

Operating Lease Charges
1,449

 
799

Fixed Asset Impairment
2,689

 
1,497

Severance
2,031

 
1,136

Other Expenses
375

 
1,126

Total Restructuring Expenses, Net
$
22,286

 
$
13,281


To date, the Company has incurred charges of $42.2 million under the 2016 and 2017 restructuring programs and $43.1 million under the 2019 restructuring program. These cumulative charges are primarily comprised of operating lease right-of-use asset and fixed impairment charges, losses recognized related to contractual lease obligations, and severance related to reductions in store support center and field support staff headcount.
The following table summarizes the balances of the accruals for the restructuring programs, which are recorded in accounts payable and accrued expenses in the condensed consolidated balance sheets, and the activity for the three months ended March 31, 2020:
(In Thousands)
Severance
Balance at January 1, 2020
$
756

Restructuring Severance Charges
2,031

Payments
(1,462
)
Balance at March 31, 2020
$
1,325




25


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Information: Except for historical information contained herein, the matters set forth in this Form 10-Q are forward-looking statements. These statements are based on management’s current expectations and plans, which involve risks and uncertainties. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as "anticipate," "believe," "could," "estimate," "expect," "intend," "plan," "project," "would," "should," and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the filing date of this Quarterly Report and which involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. These risks and uncertainties include factors such as (i) the impact of the COVID-19 pandemic and related measures taken by governmental or regulatory authorities to combat the pandemic, including the impact of the pandemic and such measures on: (a) demand for the lease-to-own products offered by our Progressive Leasing and Aaron’s Business segments, (b) Progressive Leasing’s retail partners, (c) our customers, including their ability and willingness to satisfy their obligations under their lease agreements, (d) our suppliers’ ability to provide us with the merchandise we need to obtain from them, (e) our associates, (f) our labor needs, including our ability to adequately staff our operations, (g) our financial and operational performance and (h) our liquidity; (ii) changes in the enforcement of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our businesses; (iii) the effects of our announcement of Progressive Leasing’s settlement and court-approved consent order with the FTC on our reputation and business; (iv) our strategic plan, including the Aaron's Business real estate repositioning and consolidation components of that plan, failing to deliver the benefits and outcomes we expect, with respect to improving our Aaron’s Business in particular; (v) increased competition from traditional and virtual lease-to-own competitors, as well as from traditional and on-line retailers and other competitors; (vi) financial challenges faced by our franchisees, which we believe may be exacerbated by the COVID-19 pandemic and related governmental or regulatory measures to combat the pandemic; and (vii) other risks and uncertainties discussed under Item 1A, "Risk Factors," in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Annual Report") and under Item 1A, "Risk Factors" of Part II of this Form 10-Q below. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the filing date of this Quarterly Report.
The following discussion should be read in conjunction with the condensed consolidated financial statements as of and for the three months ended March 31, 2020 and 2019, including the notes to those statements, appearing elsewhere in this report. We also suggest that management’s discussion and analysis appearing in this report be read in conjunction with the management’s discussion and analysis and consolidated financial statements included in our 2019 Annual Report.
Business Overview
Aaron’s, Inc. ("we", "our", "us" or the "Company") is a leading omnichannel provider of lease-purchase solutions. As of March 31, 2020, the Company's operating and reportable segments are Progressive Leasing, Aaron's Business and Vive.
Progressive Leasing is a virtual lease-to-own company that provides lease-purchase solutions through approximately 22,000 retail locations in 46 states and the District of Columbia. It does so by purchasing merchandise from third-party retailers desired by those retailers’ customers and, in turn, leasing that merchandise to the customers through a cancellable lease-to-own transaction. Progressive Leasing consequently has no stores of its own, but rather offers lease-purchase solutions to the customers of traditional and e-commerce retailers.
Aaron’s Business offers furniture, home appliances, consumer electronics and accessories to consumers with a lease-to-own agreement through its Company-operated stores in the United States, Canada and Puerto Rico, as well as through its e-commerce platform, Aarons.com. This operating segment also supports franchisees of its Aaron’s stores. In addition, the Aaron’s Business segment includes the operations of Woodhaven, which manufactures and supplies the majority of the bedding and a significant portion of the upholstered furniture leased and sold in Company-operated and franchised stores.
Vive partners with merchants to provide a variety of revolving credit products originated through third-party federally insured banks to customers that may not qualify for traditional prime lending (called "second-look" financing programs).

26


Recent Developments
On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. In response, local, state and federal governmental authorities have since issued various forms of stay-at-home orders. Those orders resulted in store closures or reduced hours and scope of operations for many of Progressive Leasing’s retail partners. In addition, demand for those retail partners’ merchandise was unfavorably impacted by their customers voluntarily electing to stay-at-home, even for those retail partners whose stores were able to remain open due to being classified as essential businesses. These developments have had a significant unfavorable impact on Progressive Leasing’s generation of new lease agreements, invoice volumes and revenues. As disclosed in the Current Report on Form 8-K that we filed with the SEC on March 23, 2020, although our Aaron's Business was classified as a provider of essential products in most jurisdictions, and thus, its store showrooms generally were not required to close, the Aaron's Business closed it showrooms and shifted to e-commerce and curbside service only for all of its Company-operated Aaron's stores in order to protect the health and safety of its customers and associates, except where such curbside service was prohibited by governmental authorities. Since that time, we have reopened the majority of our Aaron's Business store showrooms and expect to reopen the remainder of them during the second quarter of 2020, but there can be no assurance that those showrooms will not be closed in future months if, for example, there is a "second wave" or other increase in the number of COVID-19 cases in the areas where our stores are located and we voluntarily close our showrooms to protect the health and safety of our customers and associates, or if governmental authorities issue orders requiring such closures due to COVID-19. We anticipate that the COVID-19 pandemic will continue to adversely impact our operations, financial condition, liquidity and cash flow, the extent of which will depend on the length and severity of the outbreak and related business disruptions, including, for example, whether there is a "second wave" outbreak of COVID-19 cases later in the year. The following summarizes significant developments and operational measures taken by the Company in response to the COVID-19 pandemic:
Our primary concern continues to be the health and safety of our associates and customers. Beginning in mid-March, we transitioned nearly all management, Progressive Leasing and store support associates to working remotely from home.
Progressive continues to support its retail partners and has adapted to the needs of those who remain open for business via e-commerce and curbside lease transactions, including expanding purchasing options. Progressive is also assisting in local community volunteer efforts in Draper, Utah.
We understand many of our customers may be experiencing significant family, health, and/or financial challenges. We are working with our customers to provide various forms of payment deferment options and/or other alternative payment schedules to customers in need.
Our commitment to the health and safety of our associates and customers is further evident by our decision to temporarily close the Aaron's Business store showrooms and shift to e-commerce and curbside services only (i.e., customers are not to enter the store showrooms, but may pick up merchandise and make payments outside of the store), which was not a government-mandated action in most jurisdictions as our store operations have been classified as essential operations and are therefore permitted to remain open for business. Further, we are taking significant steps to reduce the risk of exposure, while continuing to provide our customers with the essential products they need such as refrigerators, freezers, mattresses and computers. We are adapting our operations to protect our associates and customers, while still serving our customers who need our products now more than ever. Until further notice, our store associates are not permitted to enter customers' homes for product deliveries or product returns, but rather, must deliver the products to the front door of the customers' homes.
As we begin a phased re-opening of our store showrooms over the next several months, we are committing to doing so in a manner that complies with local, state and federal guidelines and that ensures the safety of our associates and customers. Our store associates will wear masks, continue to practice social distancing practices and will adhere to strict cleaning guidelines. Protective sneeze guards will be installed at all store locations, and the configuration of the showrooms will be modified in order to regulate customer traffic.
In conjunction with the operational adjustments made at our Company-operated stores, we have accelerated the rollout of Rapid Customer Onboarding, which is a decisioning tool designed to improve our customers' experience by streamlining and standardizing the decisioning process, shortening transaction times, and establishing appropriate transaction sizes and lease payment amounts, given the customer’s profile. As of April 30, 2020, Rapid Customer Onboarding is being utilized in all Aaron's Business Company-operated stores in the United States.
Our franchisees are facing similar adverse impacts to their businesses; therefore, the Company has, among other things, offered relief through a royalty fee abatement until May 16, 2020 and has made various modifications to payment terms on outstanding accounts receivable from franchisees and to its franchise loan facility.

27


We recognize that during these unprecedented times, it is more important than ever to continue to give back to the communities we serve. Our Woodhaven manufacturing facility in Coolidge, Georgia quickly converted operations to produce personal protection equipment, including masks and gowns, which have been donated to medical and assisted living facilities across the United States. In addition, we have demonstrated our commitment to our communities in other ways, including manufacturing and supplying mattresses to homeless shelters and donating laptop computers to support remote learning for the children of economically challenged families.
We continue to monitor the Company's liquidity as the COVID-19 situation evolves. In response to anticipated adverse impacts of COVID-19, the Company temporarily borrowed $300.0 million from its revolving credit facility in March 2020 to bolster the Company's cash position, which we subsequently repaid on April 30, 2020. As of March 31, 2020, the Company had $551.0 million of cash and $186.2 million of additional availability under its revolving credit facility. In addition, the Company has taken the following actions to further preserve and protect its cash position: (i) our executive officers and members of our Board of Directors have taken significant pay cuts; (ii) our Progressive Leasing and Aaron’s Business segments furloughed approximately 2,500 associates; (iii) our Aaron’s Business significantly reduced the amount of inventory it purchased and manufactured; (iv) reduced discretionary spending across the organization; and (v) we are currently negotiating rent concessions with the landlords of Company-operated Aaron’s Business stores. As of April 30, 2020, the Company had $136.5 million of cash and $486.2 million of additional availability under its revolving credit facility.
Due to the uncertainties resulting from the COVID-19 pandemic, the Company withdrew its full year 2020 outlook on March 23, 2020.
The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act")
In response to the global impacts of COVID-19 on U.S. companies and citizens, the government enacted the CARES Act on March 27, 2020. We believe a significant portion of our Progressive Leasing, Aaron’s Business and Vive customers have received stimulus payments and/or federally supplemented unemployment payments, pursuant to the CARES Act, which have enabled them to continue making the payments they owe us under their lease-to-own or credit card agreements, despite the economically challenging times resulting from the COVID-19 pandemic. However, we cannot be certain whether those customers will be in a position to continue making payments to us once those CARES Act benefits have been fully utilized by the customers. It is possible that many of our customers will experience unemployment or other economic challenges arising from the COVID-19 pandemic well past their full utilization, and/or the expiration, of those CARES Act stimulus and unemployment benefits, and any related state benefits, which could result in a reduction in the portion of our customers who continue making payments owed to us under their lease-to-own or credit card agreements.
The CARES Act also included several tax relief options for companies, which resulted in the following provisions available to the Company:
The Company has elected to carryback its 2018 net operating losses of $242.2 million to 2013, thus generating an anticipated refund of $84.4 million and an income tax benefit of $34.2 million as of March 31, 2020. The tax benefit is the result of the federal income tax rate differential between the current statutory rate of 21% and the 35% rate applicable to 2013.
The Company will defer all payroll taxes permissible in the Act, which generally applies to Social Security taxes, with 50% of the tax payable on December 31, 2021 and the remaining 50% of the tax payable on December 31, 2022.
Certain Aaron's Business, Woodhaven and Progressive furlough wages and benefits may be eligible for an employee retention credit of up to 50% of wages paid to eligible associates.
Separate from the CARES Act, the IRS extended the due dates for estimated tax payments for the first and second quarters of 2020 to July 15, 2020. Additionally, many states are offering similar deferrals.
The extent to which the COVID-19 pandemic, governmental and regulatory measures related to the pandemic, and our precautionary measures in response thereto may impact our business will depend on future developments, which are highly uncertain and cannot be predicted at this time.

28


Business Environment
In addition to the recent developments from the COVID-19 pandemic discussed above, the Company remains committed to executing a strategic plan that focuses on the following items that we believe positions us for success over the long-term:
Champion compliance;
Strengthen relationships of Progressive Leasing current retail partners and merchant partners;
Focus on converting existing pipeline into Progressive Leasing retail partners;
Enhance our virtual offering at Progressive Leasing;
Drive omnichannel demand generation at the Aaron's Business;
Evaluate potential opportunities to reposition and reinvest in our real estate at the Aaron's Business; and
Manage the Aaron's Business stores with operational excellence.
We believe Aarons.com represents an opportunity to provide our customers with expanded product selections and shopping convenience in the lease-to-own industry, especially during the COVID-19 pandemic. We are focused on engaging customers in ways that are safe and convenient for them by providing them a seamless, direct-to-door platform through which to shop in store or online across our product offerings.
Finally, we continue to evaluate various Aaron's Business store optimization and real estate initiatives, which may include geographically repositioning and consolidating a significant number of our store locations into larger buildings and/or different geographic locations that we believe will be more advantageous. As a result of store optimization initiatives and other cost-reduction initiatives, the Company initiated a new restructuring program in 2020 to further optimize and reposition its Company-operated Aaron's store base portfolio, which resulted in the closure and consolidation of 40 underperforming Company-operated stores during the first three months of 2020 with the expectation to close approximately 65 additional stores over the next twelve months. The Company also further rationalized its store support center and field support staff, which resulted in a reduction in associate headcount in those areas to more closely align with current business conditions. The Company closed and consolidated a total of 294 underperforming Company-operated stores throughout 2016, 2017, 2018 and 2019 under similar restructuring initiatives. The Company continually evaluates its Company-operated Aaron's Business store portfolio to determine if it will further reposition and consolidate its store base to better align with marketplace demand. Additional restructuring charges may result from our strategy to reposition and reinvest in our next generation store concepts to appeal to our target customer market in better, more profitable locations.
Highlights
The following summarizes significant financial highlights from the three months ended March 31, 2020:
The Company reported revenues of $1.1 billion in the first quarter of 2020 compared to $1.0 billion for the first quarter of 2019. Losses before income taxes were $414.5 million compared to earnings before income taxes of $70.3 million during the first quarter of 2019. As discussed below, losses before income taxes during the first quarter of 2020 were primarily due to Aaron's Business goodwill impairment charges of $446.9 million.
Progressive Leasing reported revenues of $658.5 million in the first quarter of 2020, an increase of 25.8% over the first quarter of 2019. Progressive Leasing's revenue growth is due to a 13.4% increase in total invoice volume, which was driven by a 10.2% increase in the number of active doors and a 2.9% increase in invoice volume per active door. Progressive Leasing's earnings before income taxes increased to $59.0 million compared to $55.4 million during the first quarter of 2019, due mainly to its higher revenue, partially offset by $16.1 million of incremental provisions for uncollectible renewal payments and lease merchandise write-offs recognized due to potential adverse impacts in customer payment behavior driven by the direct or indirect impacts of the COVID-19 pandemic.
Aaron's Business revenues decreased to $432.8 million for the first quarter of 2020, compared to $480.1 million in the prior year period. The decrease is primarily due to the net reduction of 183 Company-operated stores during the 15-month period ended March 31, 2020 and a 4.6% decrease in same store revenues in the first quarter of 2020.
Aaron's Business losses before income taxes were $465.4 million during the first quarter of 2020 compared to earnings before income taxes of $17.6 million in the prior year period. Losses before income taxes for the Aaron's Business during the first quarter of 2020 includes a goodwill impairment charge of $446.9 million, $14.1 million related to an early termination fee for a sales and marketing agreement, and restructuring charges of $22.3 million related to the Company's closure and consolidation of stores in 2020 and changes in estimates of future sublease activity of vacant closed store properties. Aaron's Business also recognized $5.7 million of incremental allowances for lease merchandise write-offs, franchisee accounts receivable, and reserves on the franchise loan guarantees due to the potential adverse impacts of the COVID-19 pandemic.

29


The Company recorded a net income tax benefit of $134.4 million during the first quarter of 2020 as compared to income tax expense of $14.2 million in the prior year comparable period. The net income tax benefit recognized in 2020 was primarily the result of losses before income taxes of $414.5 million as well as a $34.2 million net tax benefit generated by a net operating loss carryback that the Company will be taking pursuant to the provisions of the CARES Act, as further discussed above.
The Company generated cash from operating activities of $227.8 million for the three months ended March 31, 2020 compared to $164.7 million for the comparable period in 2019. The increase in net cash from operating activities was primarily driven by the continued growth of Progressive Leasing as well as lower lease merchandise purchases by the Aaron's Business, partially offset by net income tax refunds of $0.4 million during the first quarter of 2020 compared to net income tax refunds of $15.3 million in the same period in 2019.
Invoice Volume. We believe that invoice volume is a key performance indicator of our Progressive Leasing segment. Invoice volume is defined as the retail price of lease merchandise acquired and then leased to customers during the period, net of returns. The following table presents total invoice volume for the Progressive Leasing segment:
For the Three Months Ended March 31 (Unaudited and In Thousands)
2020
 
2019
Progressive Leasing Invoice Volume
$
447,817

 
$
394,727

The increase in invoice volume was driven by a 10.2% increase in active doors and a 2.9% increase in invoice volume per active door.
Active Doors. Progressive Leasing active doors are comprised of both (i) each retail store location where at least one virtual lease-to-own transaction has been completed during the trailing three-month period; and (ii) with respect to an e-commerce merchant, each state where at least one virtual lease-to-own transaction has been completed through that e-commerce merchant during the trailing three-month period. The following table presents active doors for the Progressive Leasing segment:
Active Doors at March 31 (Unaudited)
2020
 
2019
Progressive Leasing Active Doors
21,816

 
19,795

Same Store Revenues. We believe that changes in same store revenues are a key performance indicator of the Aaron's Business. For the three months ended March 31, 2020, we calculated this amount by comparing revenues for the three months ended March 31, 2020 to revenues for the comparable period in 2019 for all stores open for the entire 15-month period ended March 31, 2020, excluding stores that received lease agreements from other acquired, closed or merged stores. Same store revenues decreased 4.6% for the three months ended March 31, 2020.
Seasonality
Our revenue mix is moderately seasonal for both our Progressive Leasing and Aaron's Business segments. Adjusting for growth, the first quarter of each year generally has higher revenues than any other quarter. This is primarily due to realizing the full benefit of business that historically gradually increases in the fourth quarter as a result of the holiday season, as well as the receipt by our customers in the first quarter of federal and state income tax refunds. Our customers will more frequently exercise the early purchase option on their existing lease agreements or purchase merchandise off the showroom floor during the first quarter of the year. We expect these trends to continue in future periods. Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

30


Key Components of Earnings Before Income Taxes
In this management’s discussion and analysis section, we review our condensed consolidated results. For the three months ended March 31, 2020 and the comparable prior year period, some of the key revenue, cost and expense items that affected earnings before income taxes were as follows:
Revenues. We separate our total revenues into six components: (i) lease revenues and fees; (ii) retail sales; (iii) non-retail sales; (iv) franchise royalties and fees; (v) interest and fees on loans receivable; and (vi) other. Lease revenues and fees primarily include all revenues derived from lease agreements at retail locations serviced by Progressive Leasing and the Aaron's Business Company-operated stores and e-commerce platform. Lease revenues and fees are recorded net of a provision for uncollectible accounts receivable renewal payments. Retail sales represent sales of both new and returned lease merchandise from our Company-operated stores. Non-retail sales primarily represent new merchandise sales to our franchisees. Franchise royalties and fees represent fees from the sale of franchise rights and royalty payments from franchisees, as well as other related income from our franchised stores. Interest and fees on loans receivable primarily represents merchant fees, finance charges and annual and other fees earned on loans originated by Vive. Other revenues primarily relate to revenues from leasing Company-owned real estate properties to unrelated third parties, as well as other miscellaneous revenues.
Depreciation of Lease Merchandise. Depreciation of lease merchandise primarily reflects the expense associated with depreciating merchandise held for lease and leased to customers by Progressive Leasing and our Company-operated Aaron's stores and through our e-commerce platform.
Retail Cost of Sales. Retail cost of sales represents the depreciated cost of merchandise sold through our Company-operated stores.
Non-Retail Cost of Sales. Non-retail cost of sales primarily represents the cost of merchandise sold to our franchisees.
Operating Expenses. Operating expenses include personnel costs, occupancy costs, store maintenance, provision for lease merchandise write-offs, shipping and handling, advertising and marketing, the provision for loan losses in our Vive segment, franchisee bad debt expense and provision for franchise loan guarantees, depreciation of property, plant and equipment, intangible asset amortization expense and professional services expense, among other expenses.
Restructuring Expenses, Net. Restructuring expenses, net primarily represent the cost of optimization efforts and cost reduction initiatives related to the Aaron’s Business store support center and field support functions. Restructuring expenses, net are comprised principally of closed store operating lease right-of-use asset impairment and operating lease charges, fixed asset impairment charges and workforce reductions.
Impairment of Goodwill. Impairment of goodwill is the full write-off of the goodwill balance at the Aaron's Business reporting unit. Refer to Note 1 of these condensed consolidated financial statements for further discussion of the interim goodwill impairment assessment and resulting impairment charge.
Other Operating Expense (Income). Other operating expense (income) consists of gains or losses on sales of Company-operated stores and delivery vehicles, fair value adjustments on assets held for sale, gains or losses on other transactions involving property, plant and equipment, and gains related to property damage and business interruption insurance claim recoveries.
Interest Expense. Interest expense consists of interest incurred on the Company's fixed and variable rate debt.
Other Non-Operating (Expense) Income, Net. Other non-operating (expense) income, net includes the impact of foreign currency remeasurement, as well as gains and losses resulting from changes in the cash surrender value of Company-owned life insurance related to the Company’s deferred compensation plan.

31


Results of Operations – Three months ended March 31, 2020 and 2019
 
Three Months Ended
March 31,
 
Change
(In Thousands)
2020
 
2019
 
$
 
%
REVENUES:
 
 
 
 
 
 
 
Lease Revenues and Fees
$
1,047,913

 
$
944,157

 
$
103,756

 
11.0
 %
Retail Sales
9,531

 
12,809

 
(3,278
)
 
(25.6
)
Non-Retail Sales
26,846

 
36,981

 
(10,135
)
 
(27.4
)
Franchise Royalties and Fees
6,724

 
9,207

 
(2,483
)
 
(27.0
)
Interest and Fees on Loans Receivable
9,908

 
8,646

 
1,262

 
14.6

Other
352

 
303

 
49

 
16.2

 
1,101,274

 
1,012,103

 
89,171

 
8.8

COSTS AND EXPENSES:
 
 
 
 
 
 
 
Depreciation of Lease Merchandise
597,407

 
500,820

 
96,587

 
19.3

Retail Cost of Sales
6,862

 
8,632

 
(1,770
)
 
(20.5
)
Non-Retail Cost of Sales
23,581

 
29,196

 
(5,615
)
 
(19.2
)
Operating Expenses
412,970

 
387,216

 
25,754

 
6.7

Restructuring Expenses, Net
22,286

 
13,281

 
9,005

 
67.8

Impairment of Goodwill
446,893

 

 
446,893

 
            nmf
Other Operating Expense (Income)
170

 
(897
)
 
1,067

 
            nmf
 
1,510,169

 
938,248

 
571,921

 
61.0

OPERATING (LOSS) PROFIT
(408,895
)
 
73,855

 
(482,750
)
 
            nmf
Interest Income
192

 
101

 
91

 
90.1

Interest Expense
(3,799
)
 
(4,956
)
 
(1,157
)
 
(23.3
)
Other Non-Operating (Expense) Income, Net
(1,951
)
 
1,308

 
(3,259
)
 
            nmf
(LOSS) EARNINGS BEFORE INCOME TAXES
(414,453
)
 
70,308

 
(484,761
)
 
            nmf
INCOME TAX (BENEFIT) EXPENSE
(134,448
)
 
14,230

 
(148,678
)
 
            nmf
NET (LOSS) EARNINGS
$
(280,005
)
 
$
56,078

 
$
(336,083
)
 
            nmf
nmf—Calculation is not meaningful
Revenues
Information about our revenues by reportable segment is as follows: 
 
Three Months Ended
March 31,
 
Change
(In Thousands)
2020
 
2019
 
$
 
%
REVENUES:
 
 
 
 
 
 
 
Progressive Leasing
$
658,534

 
$
523,401

 
$
135,133

 
25.8
 %
Aaron's Business
432,832

 
480,056

 
(47,224
)
 
(9.8
)
Vive
9,908

 
8,646

 
1,262

 
14.6

Total Revenues from External Customers
$
1,101,274

 
$
1,012,103

 
$
89,171

 
8.8
 %

32


The following table presents revenue by source and by segment for the three months ended March 31, 2020:
 
Three Months Ended March 31, 2020
(In Thousands)
Progressive Leasing
Aaron's Business
Vive
Total
Lease Revenues and Fees
$
658,534

$
389,379

$

$
1,047,913

Retail Sales

9,531


9,531

Non-Retail Sales

26,846


26,846

Franchise Royalties and Fees

6,724


6,724

Interest and Fees on Loans Receivable


9,908

9,908

Other

352


352

Total Revenues
$
658,534

$
432,832

$
9,908

$
1,101,274

The following table presents revenue by source and by segment for the three months ended March 31, 2019:
 
Three Months Ended March 31, 2019
(In Thousands)
Progressive Leasing
Aaron's Business
Vive
Total
Lease Revenues and Fees
$
523,401

$
420,756

$

$
944,157

Retail Sales

12,809


12,809

Non-Retail Sales

36,981


36,981

Franchise Royalties and Fees

9,207


9,207

Interest and Fees on Loans Receivable


8,646

8,646

Other

303


303

Total Revenues
$
523,401

$
480,056

$
8,646

$
1,012,103

Progressive Leasing. Progressive Leasing segment revenues increased primarily due to an increase in total invoice volume, which was driven by a 10.2% increase in active doors and a 2.9% increase in invoice volume per active door, partially offset by an additional provision for uncollectible renewal payments, which was recorded as a reduction to lease revenues and fees, of $4.4 million due to potential adverse customer payment behavior driven by the direct or indirect impacts of the COVID-19 pandemic. The Progressive Leasing segment has experienced declining invoice volumes since the COVID-19 pandemic began in March as a result of many of our retail partners being fully or partly closed temporarily or operating with reduced hours. We expect a reduction in the number of new lease originations from customers through our retail partners. Additionally, a continuation or worsening of current economic conditions may lead to lower consumer confidence which could result in a change in customer behavior, such as our customers not continuing their current lease agreements or not entering into new lease agreements with us. We believe these factors will have an unfavorable impact on the revenues and earnings of Progressive Leasing in future periods, including during 2020, and also may have an unfavorable impact on the Company’s liquidity, as discussed below in the "Liquidity and Capital Resources" section.
Aaron's Business. Aaron's Business segment revenues decreased during the three months ended March 31, 2020 due to a $31.4 million decrease in lease revenues and fees and a $10.1 million decrease in non-retail sales. Lease revenues and fees decreased during the three months ended March 31, 2020 primarily due to the net reduction of 183 Company-operated stores during the 15-month period ended March 31, 2020 and a 4.6% decrease in same store revenues. The decrease in non-retail sales is primarily due to the net reduction of 59 franchised stores during the 15-month period ended March 31, 2020 and lower product purchases by franchisees. The Company launched certain sales and marketing initiatives towards the end of 2019, which led to an increase in new customer agreements into the portfolio but also resulted in a redeployment of store labor towards sales activities. This redeployment of store labor resulted in lower collections activity at the end of 2019 which had an unfavorable impact on the size of the Aaron's Business lease portfolio, resulting in decreases in lease revenues and same store revenues in the first quarter of 2020 compared to the prior year period.

33


In response to the risk presented by the COVID-19 pandemic, in March 2020, the Company voluntarily closed the showrooms for all of its Company-operated Aaron’s Business stores, and moved to an e-commerce and curbside only service model, to protect the health and safety of the Aaron’s Business’ customers and associates, while continuing to provide our customers with the essential products they need such as refrigerators, freezers, mattresses and computers. That closure of all Company-operated store showrooms negatively impacted the volume of new in-store lease agreements, partially offset by increases in e-commerce agreements, in late March and into April 2020. Aaron's Business e-commerce revenues were approximately 11% and 9% of Aaron's Business total lease revenues and fees during the three months ended March 31, 2020 and 2019, respectively. We expect a reduction in the number of new in-store lease agreements generated by the Aaron’s Business as a result of the voluntary closure of its showrooms. Additionally, a continuation or worsening of current economic conditions may lead to lower consumer confidence which could result in a change in customer behavior, such as our customers not continuing their current lease agreements or not entering into new lease agreements with us. Further, our temporary suspension of the franchise royalty fee along with the potential decline in agreement volumes and revenues generated by our franchisees will negatively impact our revenues from franchise royalties and fees.
We believe these factors will have an unfavorable impact on the revenues and earnings of the Aaron’s Business in future periods, including during 2020, and also may have an unfavorable impact on the Company’s liquidity, as discussed below in the "Liquidity and Capital Resources" section.
Operating Expenses
Information about certain significant components of operating expenses for the first quarter of 2020 as compared to the first quarter of 2019 is as follows:
 
Three Months Ended
March 31,
 
Change
(In Thousands)
2020
 
2019
 
$
 
%
Personnel Costs
$
168,390

 
$
181,750

 
$
(13,360
)
 
(7.4
)%
Occupancy Costs
57,493

 
58,128

 
(635
)
 
(1.1
)
Provision for Lease Merchandise Write-Offs
79,675

 
56,995

 
22,680

 
39.8

Bad Debt Expense and Provision for Franchise Loan Guarantees
3,036

 
2,767

 
269

 
9.7

Shipping and Handling
16,525

 
19,188

 
(2,663
)
 
(13.9
)
Advertising
12,702

 
13,583

 
(881
)
 
(6.5
)
Provision for Loan Losses
12,722

 
4,255

 
8,467

 
199.0

Intangible Amortization
7,407

 
9,997

 
(2,590
)
 
(25.9
)
Professional Services
22,197

 
6,695

 
15,502

 
231.5

Other Operating Expenses
32,823

 
33,858

 
(1,035
)
 
(3.1
)
Operating Expenses
$
412,970

 
$
387,216

 
$
25,754

 
6.7
 %
nmf—Calculation is not meaningful
As a percentage of total revenues, operating expenses decreased to 37.5% for the first quarter of 2020 from 38.3% in the same period in 2019.
Personnel costs decreased primarily due to a $16.5 million decrease at our Aaron's Business driven by the reduction of store support center and field support staff from our restructuring programs in 2019 and 2020. This was partially offset by a $4.0 million increase at our Progressive Leasing segment due to hiring to support the growth of Progressive. Beginning in late March 2020, the Aaron's Business and Progressive instituted significant pay cuts for executive officers and furloughed or terminated associates to better align the organization with current operations resulting from the closure of our Aaron's Business showrooms and declining lease originations caused by the COVID-19 pandemic, and thus, we expect its personnel costs in the second quarter to reflect those actions.
The provision for lease merchandise write-offs as a percentage of lease revenues for the Progressive Leasing segment was 8.5% in 2020 compared to 7.0% in 2019. This increase was primarily driven by an incremental provision of $11.7 million recognized due to potential adverse impacts of the COVID-19 pandemic. The provision for lease merchandise write-offs as a percentage of lease revenues for the Aaron's Business increased to 6.2% in 2020 from 4.8% in 2019. This increase is primarily driven by an incremental provision of $2.7 million recognized due to potential adverse impacts of the COVID-19 pandemic, an increase in the number and type of promotional offerings, higher ticket leases and an increasing mix of e-commerce as a percentage of revenues, which typically results in higher charge-off rates than in-store lease agreements, during the three months ended March 31, 2020.

34


Bad debt expense and provision for franchise loan guarantees increased as a result of additional allowances and reserves of $3.0 million recognized due to the potential financial health deterioration of certain franchisees as a result of the COVID-19 pandemic.
The provision for loan losses increased primarily due to an incremental allowance of $7.0 million for the forecasted adverse macroeconomic conditions stemming primarily from the COVID-19 pandemic, including higher unemployment rates and market volatility, which were used in estimating our allowance for loan losses as of March 31, 2020. The Company adopted CECL during the first quarter of 2020, which requires entities to consider forecasted macroeconomic conditions in determining their allowance for loan losses.
Professional services increased primarily due to an Aaron's Business early termination fee of $14.1 million for a sales and marketing agreement.
Other Costs and Expenses
Depreciation of lease merchandise. As a percentage of total lease revenues and fees, depreciation of lease merchandise increased to 57.0% from 53.0% in the prior year period, primarily due to a shift in lease merchandise mix from the Aaron’s Business to Progressive Leasing, which is consistent with the increasing proportion of Progressive Leasing’s revenue to total lease revenue. Progressive Leasing generally experiences higher depreciation as a percentage of lease revenues because, among other factors, its merchandise has a shorter average life on lease, a higher rate of customer early buyouts, and the merchandise is generally purchased at retail prices compared to the Aaron’s Business, which procures merchandise at wholesale prices. Progressive Leasing's depreciation of lease merchandise as a percentage of Progressive Leasing's lease revenues and fees was 70.4% in 2020 compared to 68.8% in 2019, due to an increase in early buyouts, which have a lower margin, quarter over quarter. Aaron's Business depreciation of lease merchandise as a percentage of Aaron's Business lease revenues and fees increased to 34.3% in 2020 from 33.5% in the prior year due to higher depreciation on merchandise not on lease during 2020 as compared to 2019 and the impact of COVID-19 driving lower cash collections during the second half of March 2020.
Retail cost of sales. Retail cost of sales as a percentage of retail sales increased to 72.0% from 67.4% primarily due to higher sales price discounting of pre-leased merchandise and higher inventory purchase cost during 2020 as compared to 2019.
Non-retail cost of sales. Non-retail cost of sales as a percentage of non-retail sales increased to 87.8% from 78.9% primarily due to higher inventory purchase cost during 2020 as compared to 2019.
Restructuring expenses, net. Restructuring activity for the three months ended March 31, 2020 was comprised of expenses of $22.3 million, which were primarily operating lease right-of-use asset impairment and operating lease charges, fixed asset impairment charges and workforce reductions for Aaron's Business stores identified for future closure during the first quarter of 2020.
Impairment of goodwill. During the three months ended March 31, 2020, the Company recorded a loss of $446.9 million within the Aaron's Business segment to fully write-off its goodwill balance. Refer to Note 1 of these condensed consolidated financial statements for further discussion of the interim goodwill impairment assessment and resulting impairment charge.
Other operating expense (income). Other operating expense (income) consists of gains or losses on sales of Company-operated stores and delivery vehicles, fair value adjustments on assets held for sale, gains or losses on other transactions involving property, plant and equipment, and gains related to property damage and business interruption insurance claim recoveries. Other operating expense was not significant during the three months ended March 31, 2020. Other operating income during the three months ended March 31, 2019 included a $0.9 million gain on insurance recoveries related to payments received from insurance carriers for Hurricanes Harvey and Irma claims in excess of the related property insurance receivables.
Operating (Loss) Profit
Interest expense. Interest expense decreased to $3.8 million in 2020 from $5.0 million in 2019 due primarily to a lower outstanding average debt balance in the period and lower average interest rate on our revolving credit and term loan facility during the three months ended March 31, 2020, partially offset by interest expense incurred related to the temporary $300.0 million draw on our revolving credit facility in March 2020, which we subsequently repaid on April 30, 2020.
Other non-operating (expense) income, net. Other non-operating (expense) income, net includes the impact of foreign currency remeasurement, as well as gains or losses resulting from changes in the cash surrender value of Company-owned life insurance related to the Company's deferred compensation plan. Foreign exchange remeasurement losses and gains resulting from net changes in the value of the U.S. dollar against the Canadian dollar were not significant during the three months ended March 31, 2020 or 2019. The changes in the cash surrender value of Company-owned life insurance resulted in net losses of $1.9 million during the three months ended March 31, 2020 and net gains of $1.3 million during the three months ended March 31, 2019.

35


(Loss) Earnings Before Income Taxes
Information about our (loss) earnings before income taxes by reportable segment is as follows: 
 
Three Months Ended
March 31,
 
Change
(In Thousands)
2020
 
2019
 
$
 
%
(LOSS) EARNINGS BEFORE INCOME TAXES:
 
 
 
 
 
 
 
Progressive Leasing
$
58,987

 
$
55,388

 
$
3,599

 
6.5
 %
Aaron's Business
(465,357
)
 
17,588

 
(482,945