Aaron's Company Annual Report 2002

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FY2002 Annual Report · Aaron's Company

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Reaping the

Rewards of

Growth

2002 Annual Report

company engaged in the combined

Aaron Rents, Inc. is the leading U.S.

electronics, household appliances, and accessories, with more

ownership, and specialty retailing of

residential and office furniture, consumer

businesses of the rental, sales and lease

than 700 stores in 43 states and Puerto Rico. The Company

also manufactures furniture, bedding, and accessories

in 10 facilities in four states. Its major operations are

the Aaron’s Sales & Lease Ownership division, the Rent-to-

Rent division, and MacTavish Furniture Industries,
which manufactures the majority of the furniture rented,

leased, and sold in the Company’s stores. The Company’s

strategic focus is on increasing its sales and lease ownership

business through the opening of new Company-operated

stores, both by internal expansion and acquisitions, and

through the growing franchise program, while seeking new

opportunities for growth of the rent-to-rent business.

C O N T E N T S

Financial Highlights . . . . . . . . . . . . . . . . . . . . 1

Letter to Shareholders . . . . . . . . . . . . . . . . . . . 2

Selected Financial Information . . . . . . . . . . . 14

Management’s Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . 15

Consolidated Balance Sheets . . . . . . . . . . . . . 20

Consolidated Statements of Earnings . . . . . . 21

Consolidated Statements of
Shareholders’ Equity . . . . . . . . . . . . . . . . . . . 21

Consolidated Statements of Cash Flows . . . . 22

Notes to Consolidated
Financial Statements . . . . . . . . . . . . . . . . . . 23

Report of Independent Auditors . . . . . . . . . . . 31

Store Locations . . . . . . . . . . . . . . . . . . . . . . . 32

Board of Directors and Officers . . . . . . . . . . . 33

Corporate and Shareholder Information . . . . 33

FINANCIAL HIGHLIGHTS

(Dollar Amounts in Thousands,
Except Per Share)

O P E R AT I N G R E S U LT S

Revenues
Earnings Before Taxes
Net Earnings
Earnings Per Share
Earnings Per Share

Assuming Dilution

F I N A N C I A L P O S I T I O N

Total Assets
Rental Merchandise, Net
Credit Facilities
Shareholders’ Equity
Book Value Per Share
Debt to Capitalization
Pre-Tax Profit Margin
Net Profit Margin
Return on Average Equity

S T O R E S O P E N AT Y E A R E N D

Sales & Lease Ownership
Sales & Lease Ownership Franchised
Sight & Sound
Rent-to-Rent

Total Stores

Year Ended
December 31,
2002

Year Ended
December 31,
2001

Percentage
Change

$640,688
43,652
27,440
1.31

$546,681
19,855
12,336
0.62

17.2%
119.9
122.4
111.3

1.29

0.61

111.5

$483,648
317,287
73,265
280,545
12.92
20.7%
6.8
4.3
11.0

387
232
25
70

714

$397,196
258,932
77,713
219,967
11.01

26.1%
3.6
2.3
5.8

364
209

648

21.8%
22.5
(5.7)
27.5
17.3

6.3%
11.0

(6.7)

10.2%

REVENUES BY YEAR

NET EARNINGS BY YEAR

$700,000

600,000

500,000

400,000

300,000

200,000

100,000

)
s
0
0
0

n
i

$
(

$30,000

25,000

20,000

15,000

10,000

5,000

)
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0
0
0

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$
(

’98 ’99 ’00 ’01 ’02

Rent-to-Rent Stores

Company-Operated Sales
& Lease Ownership Stores

’98 ’99 ’00 ’01 ’02

TO OUR SHAREHOLDERS:

We are quite pleased with the performance of
the Company during 2002, as we achieved record
revenues and began seeing the results of our
aggressive store expansion of the last several
years. Some of the highlights for the year are:

• Revenues in 2002 were the highest in
the Company’s history. Systemwide
revenues, including the revenues of
both Company and franchised stores,
reached $874.7 million, a 19% increase
over last year. Revenues of the Aaron’s
Sales & Lease Ownership division
increased 31% for the year.

• Net earnings more than doubled in
2002 to $27.4 million. As planned, our
new stores began ramping up in rev-
enues during 2002 and the rent-to-
rent business stabilized, resulting
in the earnings increase for the

year.

• Our store base ex-
ceeded the 700 store
milestone during
the year with the
Aaron’s Sales &
Lease Owner-
ship store

count increasing 12%, on top of a 26%
increase the previous year. The Com-
pany ended the year with 714 stores in
43 states and Puerto Rico, including
232 franchised stores, as well as 70
stores in the Rent-to-Rent division.

• We had a record year in franchising.
During the year, we opened 31 fran-
chise stores and awarded area devel-
opment agreements for the opening of
151 additional franchise units. The
backlog of franchise stores scheduled
for opening over the next several years
was 213 stores at the end of 2002, an
all-time high.

• A difficult economy often allows well-
capitalized companies to make oppor-
tunistic acquisitions and in August we
acquired Sight’n Sound Appliance
Centers, Inc., a traditional credit
retailer based in Oklahoma City. Now
operating under a new Sight & Sound
name, the 25-store chain is a specialty
retailer of furniture, appliances, and
consumer electronics. This acquisition
represents a test of years of in-house
research on the possibility of convert-
ing the retail customer who does not
qualify for traditional credit financing
into a sales and lease ownership cus-
tomer. Although retail sales from
Sight & Sound have been disappoint-
ing to date, we are happy to report
that the early returns from the sales
and lease ownership departments in
the stores are quite favorable. If this
it will
experiment
increase future expansion opportuni-
ties for us.

is successful,

to $546.7 million

For the year, consolidated revenues
increased 17% to $640.7 million com-
pared
in 2001.
Systemwide revenues, which includes
franchised stores,
the revenues of
advanced to $874.7 million, a 19%
increase over 2001. Net earnings for the
year were $27.4 million versus $12.3 mil-
lion last year. Diluted earnings per share
were $1.29 for 2002 compared to $.61 per
diluted share a year ago. Same store rev-
enues for Aaron’s Sales & Lease Owner-
ship stores opened for the entire year in
both 2002 and 2001 increased 13%.

Over the last few years we have dramat-
ically increased the number of Aaron’s
Sales & Lease Ownership stores, taking
advantage of opportunities in the mar-
ketplace. This aggressive new store
growth began to show positive results
during 2002 as these stores grew in rev-
enues and earnings. Start-up expenses
for these stores reduced pre-tax earn-
ings by approximately $7 million or $.20
per diluted share in 2002, a dramatic
reduction from the $14 million or $.42
per diluted share impact in 2001. As a
group, the stores opened during 2001
turned profitable in early 2003 and we
project substantial earnings contribu-
tions in future years as maturation of
these and other stores continues. At the
end of 2002, over 30% of our sales and
lease ownership stores were less than
two years old.

Effective January 1, 2002, the Company
changed its method of depreciating
merchandise in the Aaron’s Sales &
Lease Ownership division. Formerly
depreciation was tied to the delivery of

merchandise to stores. Under the new
method, depreciation begins once the
merchandise goes out on initial lease.
This change in accounting method
increased 2002 net earnings by approxi-
mately $.14 per diluted share. Also dur-
ing 2002, the Company adopted SFAS
No. 142 which eliminated the amortiza-
tion of goodwill, having the effect of
increasing net earnings for the year by
$.03 per diluted share. In addition, the
new Sight & Sound stores reduced net
earnings by approximately $.06 per
diluted share during the year.

Some investors question the Company’s
exposure to a weak economy. Aaron
Rents, over its 48 years, has proven to
be recession-resistant and our Aaron’s
Sales & Lease Ownership business con-
tinues to reflect that characteristic. Not
only are Aaron’s customers normally in
the market for necessities rather than
for discretionary furnishings, but the
sales and lease ownership program also
captures revenue from individuals who
would in many cases not qualify for
traditional credit financing. It should be
noted, however, that our rent-to-rent
business has become increasingly depen-
dent upon corporate spending patterns.
We are optimistic that when the general
corporate environment improves, we
will see stronger revenue and earnings
contributions from this business.

MacTavish Furniture Industries, the
Company’s manufacturing division with
10 facilities in four states, posted a

record year of production in 2002,
manufacturing more than $55 million
(at cost) in furniture for our stores. In
addition, we now operate 11 distribu-
tion centers in the Aaron’s Sales & Lease
Ownership division, having added four
new locations in 2002 (in Arizona,
Tennessee, Oklahoma, and Puerto
Rico). We continue to believe that ver-
tical integration is a strategic advantage,
enabling our stores to offer rapid
delivery of a full product line to our
customers and allowing our stores to
operate with lower inventory levels.
Our nimble manufacturing operation
enables us to respond quickly to
changes in demand and styling with the
result of better service to our customers.

The Company’s financial strength was
substantially improved in 2002. A June
secondary offering of 1,725,000 shares
of Common Stock generated net pro-
ceeds of $34.1 million and a private
placement of $50 million in senior
unsecured notes was completed in
August. At year-end, there was minimal
bank debt outstanding under our $110
million revolving credit facility. With
our debt to capital ratio very low, the
Company has the financial strength to
achieve our expansion goals for the
foreseeable future.

During the year Ray M. Robinson was
elected to our Board of Directors, filling
a vacancy created by the resignation of
J. Rex Fuqua. Mr. Robinson is the
President of AT&T, Southern Region,
and brings a strong operating perspec-
tive to our Board. Mr. Fuqua served on
the Board for nearly eight years, and we

are grateful for his service and for his
contributions to the success of Aaron
Rents. We also note with great sadness
the death this February of Lt. General
M. Collier Ross, a valued Board mem-
ber for seven years. We will miss his
wise counsel and warm friendship.

We strengthened our management team
in 2002 with the promotion of James L.
Cates to Senior Group Vice President
and Corporate Secretary, and the pro-
motion of Bert L. Hanson to Vice
President, Mid-American Operations for
the Aaron’s Sales & Lease Ownership
Division.

Our growth prospects are bright. Our
Aaron’s Sales & Lease Ownership con-
cept is a proven model and is in the early

stages of penetrating an enormous
market. We believe our stores can be
successfully operated in any town or
city with a trading area of 20,000 peo-
ple. With approximately 650 stores cur-
rently in operation, the market potential
for us to increase future revenues and
store count is very substantial.

Our focus for 2003 is to build revenues
and earnings in our existing stores, to
open a record number of franchise
stores and to continue to take advantage
of expansion opportunities. Based on
our expansion plans and store matura-
tion trends, we expect Aaron Rents to
exceed the $1 billion systemwide rev-
enue mark in 2003, an accomplishment
of note as we enter our 48th year of
operations.

Our goal is unchanged: to build Aaron’s
into the premier, market-dominant com-
pany in our industry, recognized by our
customers and peers as the standard
bearer for integrity, honesty, and fair-
ness, and a Company that earns a
premium return for its shareholders. As
always, we are deeply grateful for the
efforts of our 4,800 associates and the
support of our shareholders.

R. Charles Loudermilk, Sr.
Chairman and Chief Executive Officer

Robert C. Loudermilk, Jr.
President and Chief Operating Officer

AARON’S SALES & LEASE OWNERSHIP:
TAKING ROOT AND GROWING

Aaron’s Sales & Lease Ownership

has created a new form of spe-
cialty retailing which combines
the best features of rent-to-own and the
home furnishing industry’s traditional
approach to credit retailing. Aaron’s
offers a fast, easy and convenient shop-
ping experience, a broad range of top
brand-name products, rapid delivery,
and low-price guarantees leading to
the option of ownership. Through
the distinctive Aaron’s Sales & Lease
Ownership concept, the Company can
reach a broader market of lease owner-
ship, credit retail and rental customers.
Aaron’s offers quality products at fair
prices and sets the standard of customer
service for the rent-to-own industry.

This Aaron’s concept is well-positioned
to address the market vacuum created
by the liquidation of several major credit
furniture retailers over the past few
years. These bankruptcies, in aggregate,
resulted in the closure of more than
2,000 stores with an estimated $3.5
billion in annual sales volume. The
market historically served by many of
these stores can be effectively addressed
by Aaron’s. To capitalize on this oppor-
tunity, Aaron’s acquired more than 80
store locations from Heilig-Meyers
Company in 2001 and those locations,
now converted to Aaron’s Sales & Lease
Ownership stores, are continuing to
ramp up in revenues and earnings.
These locations represent a significant
expansion in market share and leverage
Aaron’s advertising, purchasing and
distribution capabilities.

The Aaron’s Sales & Lease ownership
program allows Aaron’s to service a
slightly higher economic profile cus-
tomer than the typical rent-to-own
consumer, illustrated by the fact that
roughly 40% of our customers pay by
either check or credit card whereas the
typical rent-to-own customer pays in
cash. Aaron’s also has set a standard of

SALES & LEASE OWNERSHIP
SYSTEMWIDE REVENUE GROWTH
AND STORE COUNT

644*

573*

456*

$800,000

700,000

600,000

500,000

400,000

368*

300,000

318*

200,000

100,000

)
s
0
0
0

n
i

$
(

’98 ’99 ’00 ’01 ’02

Franchise Revenues

Company-Operated Revenues

*Number of Stores

SALES & LEASE OWNERSHIP
RENTAL REVENUES

Other 1%

Electronics and Appliances 54%

Furniture 35%

Computers 10%

monthly payments for lease ownership
compared to the traditional weekly
payment system of the rent-to-own
industry. The net effect is that Aaron’s
account base has been somewhat
upgraded while the processing expense
per account has been reduced. Our cus-
tomers are typically credit-constrained
but losses are consistently between 2%
and 3% of revenues. This loss experience
has been stable during periods of both
economic expansion and contraction.

Aaron’s customers are automatically
approved since the transaction is a
lease-to-own plan rather than a credit
relationship. The lease-to-own plan
requires no long-term obligation and the
customer is free to return the merchan-
dise at any time without additional
financial obligation. Delivery of mer-
chandise is speedy, either same or next
day. There are no delivery charges, no
application fees, and no balloon pay-
ments. Terms are fully disclosed: cash
and carry price; monthly payment; and
total cost under the lease ownership
plan. The payment options include cash,
check, and credit cards. With the Aaron
Sales & Lease Ownership concept, the
Company can now service a broad
range of consumers with a variety of
payment schedules under rent and
lease-to-own concepts.

Compared to traditional rent-to-own
stores, the Aaron’s stores tend to be
larger (normally three times the size
of a typical competitor’s store) with
more attractive merchandising and store
décor. Aaron’s product offerings are typ-
ically new whereas many competitors

primarily display rental return merchan-
dise. The Aaron’s stores are usually
located in suburban areas and attract
generally higher income level customers
than the traditional rent-to-own busi-
ness. Aaron’s “Dream Products” line-up
includes highly popular big-screen
televisions, stainless steel refrigerators,
leather upholstered furniture, and lead-
ing brands of appliances. Professionally
designed and coordinated furniture
suites produced by the Company’s
MacTavish Furniture Industries divi-
sion and top national manufacturers
better serve the slightly more upscale
consumer. These products generate
higher revenues per customer than the
traditional rent-to-own contract. Aaron’s
continues to build on the success of offer-
ing personal computers in its product line
with brand name emphasis on Dell and
Hewlett Packard products, which has
proven a competitive advantage.

The Aaron’s Sales & Lease Ownership
concept has been successfully executed
in small markets and large cities. The
rapid market penetration of new stores
underscores the strength of this concept.
Operational improvements and unifor-
mity of customer experience continue to
be priorities. The Aaron’s University

program is a tool for standardizing
operational procedures throughout the
system. The 13-course curriculum for
Company and franchise managers is a
key element for ensuring the uniformity
of execution and the development of
strong operating talent.

The Aaron’s Sales & Lease Ownership
concept is a powerful growth vehicle in
difficult economic conditions. This divi-
sion posted a 31% increase in revenues
in 2002, following an excellent 21% gain
in 2001. Same store revenues increased
13% in 2002, following an 8% increase
in 2001, clearly one of the stronger per-
formances in the retailing industry.

During 2001, Aaron’s Sales & Lease
Ownership added a total of 101
Company-operated stores and an addi-
tional 23 Company-operated stores in

2002. This aggressive expansion penal-
izes earnings in the early years as a new
store does not typically reach breakeven
until its second full year of operation
and will not fully mature until after
five years of operation.
four or
Approximately 30% of the Aaron’s Sales
& Lease Ownership store base is now
less than two years in operation. As such,
the Aaron’s Sales & Lease Ownership
division is positioned for profit margin
expansion over the next several years.
Aaron’s expects to add approximately
30 Company-operated and 50 fran-
chised Aaron’s Sales & Lease
Ownership stores in 2003, contributing
to an estimated $1 billion+ in system-
wide revenues for the year.

At year-end the division had 644
Company and franchise stores across
the United States and in Puerto Rico, an

increase of 12% in store count for the
year. This came on the heels of a 26%
increase in 2001 and 24% in 2000 as
Aaron’s sharply accelerated its expan-
sion via the acquisition of a large number
of store real estate leases. Many of these
locations are in markets where the Com-
pany either enjoys a strong presence or
has targeted the area for expansion, thus
generating immediate benefits from the
favorable demographics of these markets.

The marketing program is built around
the “Drive Dreams Home” sponsorship
of NASCAR championship racing
serving the prime demographic for
Aaron’s products. The Company’s
theme
is carried out through the
sponsorship of the #99 NASCAR
Busch Grand National Dream Machine
driven by Michael Waltrip and Kerry
Earnhardt. The program, which has

ACQUISITION ACTIVITY

generated an extremely strong response,
began with Aaron’s title sponsorship of
the NASCAR Busch Grand National
Car Race at the Atlanta Motor Speed-
way. Running under the banner of
“Aaron’s 312,” this nationally televised
event, also held at the Talladega
Superspeedway, plays off the three
reasons to shop at Aaron’s: 1) you are
pre-approved, 2) you have a low price
guarantee, and 3) you can own the mer-
chandise in as little as 12 months. The
Company also sponsors the Aaron’s 499
Winston Cup race at Talladega .

Other elements of the marketing pro-
gram include sponsorship of the Georgia
Force, and other sporting events.
Aaron’s also effectively uses direct-mail
advertising with more than 13 million
flyers mailed monthly to homes in the
market areas served by the stores.

The Aaron’s concept offers major
advantages through the vertical inte-
gration of the Company’s volume
purchasing program, key factors in
assuring timely delivery of merchandise
to customers. Unique in its industry,
Aaron’s produces much of the furniture
for its stores at its 10 MacTavish
Furniture Industries facilities, creating
cost benefits that are passed on to
customers. Aaron’s also relies on 11
distribution centers located in key
regions of the country, enabling stores
to provide same-day or next-day deliv-
ery, another competitive edge.

Aaron’s Sales & Lease Ownership offers
its “Dream Products” on the Internet at
www.shopaarons.com.

Difficult economic times often

afford the best opportunities
for strategic acquisitions at
reasonable valuations. During 2002, the
Company completed the acquisition of
Sight’n Sound Appliance Centers, Inc.,
a specialty retailer of furniture, appli-
ances and consumer electronics with 25
stores in Oklahoma and Kansas. These
stores are now operating under a new
Sight & Sound name. Sight & Sound is
offering both retail sales to customers
as well as the sales and lease ownership
transaction for those consumers who do
not qualify for credit financing. The
sales and lease ownership program was
rolled out in the fourth quarter of 2002.
Based on early returns, it appears that
this program will significantly increase
the revenues and profitability of the
chain and bring in a slightly higher
demographic customer. An experienced
executive from a national electronics

retailer has been brought in to manage
the revamped retail operation.

The Company continues to evaluate
acquisition opportunities as a vehicle to
increase its growth. In many cases,
acquisitions
involve no real estate
obligations. Rather, the Company is
acquiring a book of business (outstand-
ing customer agreements) to fold into a
Company-operated store, resulting in
improved operating leverage and an
expanded customer base. The Company
continues to explore acquisitions on a
case-by-case basis.

FRANCHISING: NEW MILESTONES

The Aaron’s Sales & Lease Owner-

ship franchise program reached
new milestones last year, the
tenth year of the Company’s fran-
chising history. The Company awarded
a record 151 stores in markets across
the country.

The franchise program is a win-win
situation. The franchisees benefit from
Aaron’s national reputation, industry
experience, operating standards and the
Aaron’s purchasing, manufacturing, and
distribution system. Aaron’s benefits
from a steadily growing stream of fran-
chise revenues, the ability to grow faster
using franchisee management talents, as
well as the opportunity to accelerate
store growth without a commensurate
step-up in capital requirements. The
number of franchise stores has more
than doubled over the past five years
and the backlog of 213 stores scheduled
to open over the next few years is nearly
equal to the existing store base of 232
franchise store locations at year-end
2002. A key indication of franchisee
satisfaction is that approximately half
of the new stores awarded in 2002 were
to existing franchisees.

The Aaron’s Sales & Lease Ownership
franchise program has attracted a vari-
ety of experienced business professionals
including former executives in banking,
broadcasting, multi-unit restaurant
operations, and manufacturing. In addi-
tion, Aaron’s has been fortunate to
attract strong operating management
from the home furnishings retailing
industry who see the Aaron’s business
model as a superior way to address the

market opportunity. Franchise princi-
pals who experience strong and prof-
itable growth with their first Aaron’s
stores often acquire additional franchise
territories. This provides the benefits of
common marketing programs as well
as economies of scale and other opera-
tional synergies to improve profitability.
franchisee owns and
The
operates three to four store locations
but some major groups operate many
more locations.

typical

The Aaron’s support program for fran-
chise principals includes the full range
of services needed, from start-up to
ongoing profitable operations. First, the

FRANK MERCARDANTE, DAVID SEWART, DAN SPECK, ROBERT HILL, NANCY MARTIN,

TOM VANDE GUCHTE, AND TOM MARTIN (FROM LEFT TO RIGHT IN THE PHOTOGRAPH)

JOINED THE AARON’S FRANCHISE TEAM IN 2002. COLLECTIVELY, THESE INDIVIDUALS

PLAN TO OPEN 25 STORES OVER THE NEXT THREE YEARS.

franchise owner bases his or her individ-
ual business plan on the Company’s
proven financial and operating model.
Next, the franchisee utilizes the site
selection expertise of the Aaron’s sys-
tem, which includes market analysis
identifying the strengths and weakness-
es of competitors. This analysis is the
basis of an effective marketing program
to reach the customer base. Aaron’s pro-
vides franchise principals with initial
and ongoing training in the management
and operation of Aaron’s stores as well
as the necessary computer software and
assistance in advertising, marketing, and
publicity. Aaron’s willingness to repur-
chase stores provides an exit strategy for
franchisees and attractive acquisition
opportunities for the Company.

The entire Aaron organization benefits
from the shared experience and expertise
of the franchise principals and operating
management of Company-operated
stores. The Aaron’s Franchise Association
and the Aaron’s Management Team,
comprised of both franchise principals
and representatives of the Company, are
the key vehicles for communication and
cross-fertilization.

Aaron’s leadership in franchising is
confirmed through annual surveys of
franchise programs. For years, Aaron’s
has placed at or near the top in its
category of appliance and furniture
rentals by Entrepreneur magazine. The
program also has ranked in the top 100
franchise chains by worldwide sales in
the Franchise Times. To win the upper-
tier ratings, Aaron’s must meet high
standards of financial performance

based on growth of revenues, franchise
fees, and the Company’s proprietary
products and services. In addition,
Aaron’s is judged on the performance
and strength of its management, the
relationship with franchise owners, and
the opportunities available for the
growth of franchised stores.

AARON’S RECENTLY PASSED THE

700 STORE MARK WITH A NEW STORE

IN AUGUSTA, GEORGIA. THIS STORE,

REPRESENTATIVE OF THE LATEST

COMPANY STORE LAYOUT, IS OFF

TO A STRONG START.

QUARTERLY REVENUES OF FRANCHISED STORES

$70,000

60,000

50,000

)
s
0
0
0

n
i

$
(

40,000

30,000

20,000

10,000

13*

101*

86*

76*

71*

61*

54*

38*

45*

28*

31*

36*

24*

26*

18* 21*

15*

232*

211*

225*

217*

194*

209*

201*199*

193*

186*

179*

166*

155*

142*

138*136*

136*

121*

116*

106*

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

1993 1994 1995 1996 1997 1998

1999 2000 2001 2002

*Number of Stores

RENT-TO -RENT:
DIGGING IN FOR GROWTH

The rent-to-rent division of Aaron

Rents, the Company’s original
line of business, continues to gen-
erate solid cash flow necessary for the
Company’s growth and is adapting to
changing industry dynamics. This 70-
store division, characterized by a high
quality product line and high service
standards, represents a significant share
of the temporary furniture rental market
in the United States, ranking as the sec-
ond largest provider in the industry.

Traditionally, the rent-to-rent division
has served residential and business
customers (typically students, military
personnel, entrepreneurs starting new
businesses, major corporations with
temporary rental needs). Corporate bus-
iness (e.g. relocations) now represents the
majority of the rent-to-rent revenues.
Residential furniture represents nearly
two-thirds of the business and office
furniture, electronics and appliances the
remainder. Aaron attempts to meet
the needs of each customer category
offering flexible options of renting, pur-
chasing, or lease ownership. In addition
to in-office consultation and an array of
new products, Aaron’s customers also
have the option of purchasing previous-
ly rented furniture. Aaron’s leverages
the overhead of the rent-to-rent stores
by using those locations as clearance
centers for rental return merchandise.

Aaron has long been among the leaders
in rentals of La-Z-Boy furniture and
other popular brands of consumer prod-
ucts. The MacTavish Furniture Indus-
tries division produces stylish, quality
furniture to meet the Company’s needs.

Customers may select big-screen televi-
sions and personal computers as well as
living room, dining room, and bedroom
furnishings and accessories. Quality,
style, and selection drive the product
offerings. Aaron offers special house-
wares and linen rental programs to
provide a complete, one-stop shopping
experience.

The reputation of Aaron Rents as a
leader in quality products and services
has been built over nearly 50 years,
customer-by-customer, order-by-order.
A key factor in this reputation is the
commitment to first-rate service, includ-
ing: next day delivery of in-stock
merchandise; the replacement without
charge of any furniture that the cus-
tomer considers to be unsatisfactory

RENT-TO -RENT RENTAL REVENUES

Rental Furniture 62%

Office Furniture 30%

Electronics and Appliances 8%

MACTAVISH FURNITURE INDUSTRIES AND DISTRIBUTION CENTERS:
BUILDING FOR THE FUTURE

regardless of the reason; and the right
to return furniture with full refund
during the first week after delivery.
Aaron Rents stores also offer competitive
prices as a result of the cost advantages
of the Company’s own manufacturing
resources and on-premises warehousing.

Over the past fifteen years, the residen-
tial business has become more of a
corporate relocation business as con-
sumers now have more financial options
(for example, rent-to-own). The corpo-
rate relocation business is served by the
rent-to-rent industry, long-term stay
hotels and by furnished apartments.
Responding to industry and economic
changes, the rent-to-rent division has
taken steps to consolidate operations
and reduce expenses while focusing on
marketing opportunities and positioning
to benefit from the future economic
recovery.

Th e m i s s i o n o f M a c Ta v i s h

Furniture Industries, Aaron’s
manufacturing arm, is to support
the growth plan of the Company’s
stores, both Company-operated and
franchised. Control over a significant
portion of the Company’s product
sourcing is a competitive advantage
allowing Aaron’s to provide same-day or
next-day delivery of orders, the key to
success in the rental, sales, and lease
ownership business. Vertical integration
also allows the Company to control
design and quality as functionality and
durability are key requirements for
multiple rentals.

MacTavish produces full lines of fur-
niture, accessories and bedding at 10
facilities in four states. Supporting this
manufacturing capability is an expand-
ing network of distribution centers, a
dedicated service system for our stores
unmatched by any competitor. During
the past year MacTavish produced
more than $55 million in furniture,
accessories, and bedding at cost, ranking
this division among the top furniture

IN 2002, THE COMPANY OPENED A NEW

DISTRIBUTION CENTER IN PHOENIX,

ARIZONA. AARON’S NOW OPERATES

11 DISTRIBUTION CENTERS, ALL WITHIN

250 MILES OF A STORE. AARON HAS THE

DISTRIBUTION CAPABILITY TO DELIVER

CUSTOMER ORDERS SAME-DAY OR

NEXT-DAY DUE TO THIS EFFICIENT

DISTRIBUTION NETWORK.

manufacturers in the United States.
This represented a 17% increase in pro-
duction from 2001 levels.

AARON’S COMMUNITY OUTREACH PROGRAM:
OUR ROOTS ARE IN OUR COMMUNITIES

Aaron’s Associates continue to

give of their time and talents as
in many worthy
volunteers
causes. Aaron’s Community Outreach
Program (ACORP) made substantial
contributions to communities served by
the Company’s stores, based on attained
performance goals. Through this pro-
gram, a store may earn up to $500 each

month to be donated to local charities
selected by the store’s Associates.
Recipients of the Aaron’s donations
include a wide range of organizations
such as the Boys and Girls Club, the
Make-A-Wish Foundation, the Muscular
Dystrophy Association, and Toys For
Tots. ACORP continues to emphasize
volunteer efforts, ranging from Little

to building Habitat

for
League
Humanity homes. Over the past three
years, ACORP has donated more than
$1 million to Aaron’s communities and
deserving charities, a tangible expres-
sion of the spirit of giving of Aaron’s
Associates.

SELECTED FINANCIAL INFORMATION

(Dollar Amounts in Thousands,
Except Per Share)

Systemwide Revenues1

O P E R AT I N G R E S U LT S

Revenues:

Rentals & Fees

Retail Sales

Non-Retail Sales

Other

Costs & Expenses:

Retail Cost of Sales

Non-Retail Cost of Sales

Operating Expenses

Depreciation of Rental Merchandise

Interest

Earnings Before Income Taxes

Income Taxes

Net Earnings

Earnings Per Share

Earnings Per Share Assuming Dilution

Dividends Per Share:

Common

Class A

F I N A N C I A L P O S I T I O N

Year Ended
December 31,
2002

Year Ended
December 31,
2001

Year Ended
December 31,
2000

Year Ended
December 31,
1999

Year Ended
December 31,
1998

$874,709

$735,389

$656,096

$547,255

$464,175

$459,179

$403,385

$359,880

$318,154

$289,272

72,698

88,969

19,842

640,688

53,856

82,407

293,346

162,660

4,767

597,036

43,652

16,212

60,481

66,212

16,603

546,681

43,987

61,999

276,682

137,900

6,258

526,826

19,855

7,519

62,417

65,498

15,125

502,920

44,156

60,996

227,587

120,650

5,625

459,014

43,906

16,645

62,296

45,394

11,515

437,359

45,254

42,451

201,923

102,324

4,105

396,057

41,302

15,700

62,576

18,985

8,826

379,659

44,386

17,631

189,719

89,171

3,561

344,468

35,191

13,707

$ 27,440

$ 12,336

$ 27,261

$ 25,602

$ 21,484

1.31

1.29

.04

.62

.61

.04

1.38

1.37

.04

1.28

1.26

.04

1.06

1.04

.04

Rental Merchandise, Net

$317,287

$258,932

$267,713

$219,831

$194,163

Property, Plant &
Equipment, Net

Total Assets

Interest-Bearing Debt

Shareholders’ Equity

AT Y E A R E N D

Stores Open:

Company-Operated

Franchised

Rental Agreements in Effect

Number of Employees

87,094

483,648

73,265

280,545

482

232

369,000

4,800

77,282

397,196

77,713

219,967

439

209

314,600

4,200

63,174

380,379

104,769

208,538

361

193

281,000

3,900

55,918

318,408

72,760

183,718

320

155

254,000

3,600

50,113

272,174

51,727

168,871

291

136

227,400

3,400

1Systemwide revenues include revenues of franchised Aaron’s Sales & Lease Ownership stores. Franchised store revenues are not revenues of Aaron Rents.

The Company adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets on January
1, 2002. If the Company had applied the non-amortization provi-
sions of Statement 142 for all periods presented, net income and

diluted income per share would have increased by approximately
$688,000 ($.03 per share), $431,000 ($.02 per share), $323,000
($.02 per share), and $173,000 ($.01 per share) for the years ended
December 31, 2001, 2000, 1999, and 1998, respectively.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Year ended December 31, 2002 Versus Year Ended
December 31, 2001
REVENUES

Total revenues for the year ended 2002 increased $94 million

to $640.7 million compared to $546.7 million in 2001, a 17.2%
increase. The increase was due mainly to a $55.8 million, or 13.8%,
increase in rentals and fees revenues, plus a $22.8 million, or
34.4%, increase in non-retail sales. Our rentals and fees revenues
include all revenues derived from rental agreements from our sales
and lease ownership and rent-to-rent stores, including agreements
that result in our customers acquiring ownership at the end of the
term of the rental agreements. The increase in rentals and fees
revenues was attributable to a $77.3 million increase from our sales
and lease ownership division, which had an average increase of
13% in same store revenues for the year ended 2002 and added
149 Company-operated stores since the beginning of 2001. The
growth in our sales and lease ownership division was offset by a
$21.5 million decrease in rental revenues in our rent-to-rent division.
The decrease in rent-to-rent division revenues is primarily the
result of our decision to close, merge, or sell 29 under-performing
stores since the beginning of 2001, as well as a decline of same
store revenues.

Revenues from retail sales increased $12.2 million to $72.7
million in 2002 from $60.5 million in 2001 due to an increase of
$20.8 million in the sales and lease ownership division offset by a
decrease of $8.6 million in our rent-to-rent division. Retail sales
represent sales of both new and rental return merchandise. Non-
retail sales, which primarily represent merchandise sold to our
franchisees, increased 34.4% to $89 million in 2002 from $66.2
million in 2001. The increased sales reflect the growth of our
franchise operations.

Other revenues, which include franchise fee and royalty income

and other miscellaneous revenues, for the year ended December
31, 2002 increased $3.2 million to $19.8 million compared with
$16.6 million in 2001, a 19.5% increase. This increase was attri-
butable to franchise fee and royalty income increasing $3 million,
or 21.8%, to $16.6 million compared with $13.6 million last year,
reflecting the net addition of 23 franchised stores in 2002 and
improved operating revenues at older franchised stores.

With respect to our major operating units, revenues for our

sales and lease ownership division increased $121 million to
$501.4 million in 2002 compared with $380.4 million last year,
a 31.8% increase. This increase was attributable to the store
additions and same store revenue growth described above. Rent-
to-rent division revenues for 2002 decreased 20% to $119.9 million
from $150 million in 2001, due primarily to the closing or other
disposition of under-performing stores and same store revenue
decline previously described.
COST OF SALES

Cost of sales from retail sales increased $9.9 million or 22.4%,
to $53.9 million in 2002 compared to $44 million in 2001, and as a
percentage of sales, increased to 74.1% from 72.7%. The increase
in retail cost of sales as a percentage of sales was primarily due to
a slight decrease in margins in both the rent-to-rent and sales and
lease ownership divisions in 2002 along with lower margins on
retail sales from our newly acquired Sight & Sound stores. Cost

of sales from non-retail sales increased $20.4 million to $82.4
million in the 2002 from $62 million in 2001, and as a percentage
of sales, decreased to 92.6% from 93.6%. The increased margins
on non-retail sales were primarily the result of higher margins on
certain products sold to franchisees.
EXPENSES

Operating expenses in 2002 increased $16.7 million to $293.3
million from $276.7 million in 2001, a 6% increase. As a percentage
of total revenues, operating expenses were 45.8% in 2002 and
50.6% in 2001. Operating expenses decreased in 2002 as a per-
centage of total revenues primarily due to higher costs in 2001
associated with the acquisition of sales and lease ownership store
locations formerly operated by one of the nation’s largest furniture
retailers along with other new store openings coupled with non-
cash charges of $5.6 million related to the rent-to-rent division.
In addition, we discontinued amortizing goodwill in 2002 in
connection with the adoption of a new accounting standard.
This adoption had the effect of eliminating amortization expense
of $1.1 million in 2002 compared with 2001.

Depreciation of rental merchandise increased $24.8 million to
$162.7 million in 2002 from $137.9 million during 2001, an 18%
increase. As a percentage of total rentals and fees, depreciation of
rental merchandise increased to 35.4% from 34.2% in 2001. The
increase as a percentage of rentals and fees reflects a greater
percentage of our rentals and fees revenues coming from our
sales and lease ownership division, which depreciates its rental
merchandise at a faster rate than our rent-to-rent division.

On January 1, 2002, we began depreciating sales and lease
ownership merchandise upon the earlier to occur of its initial
lease to a customer or twelve months after it is acquired from the
vendor. Previously, we began depreciating sales and lease owner-
ship merchandise as soon as it was delivered to our stores from our
distribution centers. This change in accounting method increased
net earnings by approximately $3 million, or $.14 per diluted
common share in 2002.

Interest expense decreased $1.5 million to $4.8 million in 2002

compared with $6.3 million in 2001, a 23.8% decline. As a per-
centage of total revenues, interest expense decreased to 0.7% in
2002 from 1.1% in 2001. The decrease in interest expense as a
percentage of total revenues was primarily due to lower debt
levels in 2002.

Income tax expense increased $8.7 million to $16.2 million in
2002 compared with $7.5 million in 2001, representing an 115.6%
increase due to the higher pre-tax earnings. Aaron Rents’ effective
tax rate was 37.1% in 2002 compared with 37.9% in 2001, pri-
marily due to lower non-deductible expenses.
NET EARNINGS

As a result, net earnings increased $15.1 to $27.4 million in
2002 compared with $12.3 million last year representing a 122.4%
increase. As a percentage of total revenues, net earnings were
4.3% in 2002 and 2.3% in 2001. The increase in net earnings was
primarily due to the non-cash charges of $5.6 million incurred in
the third quarter of 2001 along with the maturing 101 Company-
operated sales and lease ownership stores added in 2001, and a
13% increase in same store revenue growth, coupled with the
change in our rental merchandise depreciation method and the
non-amortization of goodwill. In addition, the Company experi-
enced higher than usual operating expenses in 2001 associated
with the addition of 101 Company-operated stores.

Year Ended December 31, 2001 Versus Year Ended
December 31, 2000
REVENUES

Total revenues for 2001 increased $43.8 million to $546.7
million compared with $502.9 million in 2000, an 8.7% increase.
The increase was due mainly to a $43.5 million, or 12.1%, increase
in rentals and fees revenues, plus a $714,000 increase in non-retail
sales. The increase in rentals and fees revenues was attributable
to a $62.7 million increase from our sales and lease ownership
division, which added 101 Company-operated stores in 2001,
offset by a $19.2 million decrease in our rent-to-rent division.
Revenues from retail sales decreased $1.9 million to $60.5

million in 2001 from $62.4 million for the prior year, a 3.1%
decrease. Non-retail sales, which primarily represent merchandise
sold to our franchisees, increased 1.1% to $66.2 million compared
with $65.5 million for 2000. The increased sales were due to the
growth of our franchise operations.

Other revenues for 2001 increased $1.5 million to $16.6 million

compared with $15.1 million in 2000, a 9.8% increase. This
increase was attributable to franchise fee and royalty income
increasing $1.2 million, or 10%, to $13.6 million compared with
$12.4 million in 2000, reflecting the net addition of 16 new fran-
chised stores in 2001 and improved operating revenues at mature
franchised stores.

With respect to our major operating units, revenues for our

sales and lease ownership division increased $67.5 million to
$380.4 million in 2001 compared with $312.9 million in 2000, a
21.6% increase. This increase was attributable to the sales and
lease ownership division adding 101 stores in 2001 combined with
same store revenue growth of 7.7% in 2001. Rent-to-rent division
revenues in 2001 decreased 14.2% to $150 million from $174.9
million in 2000. The decrease in rent-to-rent division revenues is
primarily the result of our decision to close, merge, or sell 23
under-performing stores in 2001.
COST OF SALES

Cost of sales from retail sales decreased $169,000 to $44 million
in 2001 compared with $44.2 million in 2000, and as a percentage
of sales, increased to 72.7% from 70.7% primarily due to product
mix. Cost of sales from non-retail sales increased $1 million to
$62 million in 2001 from $61 million in 2000, and as a percentage
of sales, increased to 93.6% from 93.1%. The decreased margins
on non-retail sales were primarily the result of slightly lower
margins on certain products sold to franchisees.
EXPENSES

Operating expenses in 2001 increased $49.1 million to

$276.7 million from $227.6 million in 2000, a 21.6% increase. As
a percentage of total revenues, operating expenses were 50.6%
in 2001 and 45.3% in 2000. Operating expenses increased as a
percentage of total revenues primarily due to the costs associated
with the acquisition and accelerated start-up costs of sales and
lease ownership locations formerly operated by one of the nation’s
largest furniture retailers along with other new store openings. In
addition, we recorded non-cash charges of $5.6 million related to
the future real estate lease obligations of closed rent-to-rent stores
and the write down of inventory and other assets within our rent-
to-rent division.

Depreciation of rental merchandise increased $17.2 million
to $137.9 million in 2001 from $120.7 million in 2000, a 14.3%
increase. As a percentage of total rentals and fees, rental mer-

chandise depreciation increased to 34.2% from 33.5%. This
increase as a percentage of rentals and fees was mainly because
a greater percentage of our rentals and fees revenues are coming
from our sales and lease ownership division, which depreciates its
rental merchandise at a faster rate than our rent-to-rent division.
Interest expense increased 11.3% to $6.3 million in 2001
compared with $5.6 million in 2000. As a percentage of total
revenues, interest expense was 1.1% in both years.

Income tax expense decreased $9.1 million to $7.5 million in
2001 compared with $16.6 million in 2000, a 54.8% decline. Aaron
Rents’ effective tax rate was 37.9% in both 2001 and 2000.
NET EARNINGS

Net earnings decreased $14.9 million to $12.3 million for 2001

compared with $27.3 million for 2000, a 54.8% decrease. As a
percentage of total revenues, net earnings were 2.3% in 2001 and
5.4% in 2000. The decrease in net earnings was mainly the result
of start-up expenses associated with the 101 new store openings,
as compared with 32 stores opened in the prior year, and non-cash
charges associated with our rent-to-rent division.

BALANCE SHEET

Cash. The Company’s cash balance remained virtually

unchanged with a balance of $96,000 and $93,000 at December 31,
2002 and 2001, respectively. The consistency of the cash balance is
the result of the Company being a net borrower with all excess
cash being used to pay down debt balances.

Deferred Income Taxes. The increase of $29.6 million in
deferred income taxes from December 31, 2001 to December 31,
2002 is primarily the result of March 2002 tax law changes,
effective September 2001, that allow accelerated depreciation
of rental merchandise for tax purposes.

Bank Debt. The reduction in bank debt of $65.1 million from
December 31, 2001 to December 31, 2002 is primarily the result
of the Company’s private placement of $50 million of senior
unsecured notes in August 2002 coupled with a June 2002 public
offering of 1.725 million newly-issued shares of Common Stock
for net proceeds of $34.1 million.

Other Debt. The increase of $60.6 million in other debt from
December 31, 2001 to December 31, 2002 is primarily the result
of the Company’s private placement of $50 million of senior unse-
cured notes in August 2002 and $11.7 million of debt related to
capital leases associated with the sale and lease back of real estate.
Additional Paid-In Capital. The increase of $33.7 million in
additional paid in capital from December 31, 2001 to December
31, 2002 is primarily the result of the Company’s June 2002 public
offering of 1.725 million newly-issued shares of Common Stock.

LIQUIDITY AND CAPITAL RESOURCES
GENERAL

Cash flows from operations for the year ended December 31,
2002 and 2001 were $221.7 and $189.4 million, respectively. Our
cash flows include profits on the sale of rental return merchandise.
Our primary capital requirements consist of buying rental mer-
chandise for both Company-operated sales and lease ownership
and rent-to-rent stores. As Aaron Rents continues to grow, the
need for additional rental merchandise will continue to be our

major capital requirement. These capital requirements historically
have been financed through:

future capital needs and to other contingencies, we currently
expect to continue our policy of paying dividends.

• bank credit
• trade credit with vendors
• private debt
• stock offerings

• cash flow from operations
• proceeds from the sale of
rental return merchandise

In August 2002, we sold $50 million in aggregate principal
amount of our 6.88% senior unsecured notes due August 2009 in
a private placement. Quarterly interest payments are due for the
first two years followed by annual $10 million principal repay-
ments plus interest for the next five years. We used some of the
net proceeds of the sale to repay borrowings under our existing
revolving credit facility, and intend to use a portion to finance
future expansion. Information regarding our obligations to make
future payments under our senior unsecured notes appears under
“Commitments” below.

In June 2002, we completed an underwritten public offering of
1.725 million newly-issued shares of our common stock (including
shares issued pursuant to the underwriters’ over-allotment option)
for net proceeds, after the underwriting discount and expenses, of
approximately $34.1 million. We used the proceeds to repay bor-
rowings under our revolving credit facility. A selling shareholder
sold an additional 575,000 shares in the offering.

Aaron Rents has financed its growth through a revolving credit

agreement with several banks, collateralized real estate borrow-
ings, trade credit with vendors, and internally generated funds.
Our revolving credit agreement dated March 30, 2001 provides
for unsecured borrowings up to $110 million, including an $8
million credit line to fund daily working capital requirements.
The interest rate under our revolving credit agreement is currently
the lower of the lender’s prime rate or LIBOR plus 1.25%. The
agreement expires on March 30, 2004.

At December 31, 2002, an aggregate of $7.3 million was out-
standing under the revolving credit agreement, bearing interest at
a weighted average variable rate of 3.1%. The Company’s long-
term debt decreased by approximately $4.4 million in 2002. The
decline in borrowings is primarily attributable to cash generated
from operating activities of $221.7 million along with the $34.1
million in net proceeds from a public offering of 1.725 million
shares of our Common Stock. Information regarding our obliga-
tions to make future payments under our credit facility appears
under “Commitments” below. We use interest rate swap agree-
ments as part of our overall long-term financing program, as
described below under “Market Risk.”

Aaron Rents’ revolving credit agreement, senior unsecured
notes, the construction and lease facility, and the franchise loan
program discussed below, contain financial covenants which,
among other things, forbid us from exceeding certain debt to
equity levels and require us to maintain minimum fixed charge
coverage ratios. If we fail to comply with these covenants, then
we will be in default under these commitments, and all amounts
would become due immediately. Aaron Rents was complying with
all these covenants at December 31, 2002.

As of December 31, 2002, Aaron Rents was authorized by
its board of directors to purchase up to an additional 1,186,890
common shares.

Aaron Rents has paid dividends for 16 consecutive years. A
$.02 per share dividend on our common stock and Class A stock
was paid in January 2002 and July 2002, for a total fiscal year cash
outlay of $798,000. Subject to sufficient operating profits, to any

We believe that the proceeds from our public stock offering,
our senior note offering, our expected cash flows from operations,
proceeds from the sale of rental return merchandise, bank and
other borrowings, and vendor credit will be sufficient to fund
our capital and liquidity needs for at least the next 24 months.

COMMITMENTS

Construction and Lease Facility. On October 31, 2001,

we renewed our $25 million construction and lease facility.
From 1996 to 1999, we arranged for a bank holding company
to purchase or construct properties identified by us pursuant
to this facility, and we subsequently leased these properties from
the bank holding company under operating lease agreements.
The total amount advanced and outstanding under this facility at
December 31, 2002 was approximately $24.7 million. Since the
resulting leases are accounted for as operating leases, we do not
record any debt obligation on our balance sheet. This construction
and lease facility expires in 2006. Lease payments fluctuate based
upon current interest rates and are generally based upon LIBOR
plus 1.35%. The lease facility contains residual value guarantee
and default guarantee provisions. Although we believe the likeli-
hood of funding to be remote, the maximum guarantee obligation
under the residual value and default guarantee provisions upon
termination are approximately $20.9 million and $24.7 million,
respectively, at December 31, 2002.

Leases. Aaron Rents leases warehouse and retail store space

for substantially all of its operations under operating leases
expiring at various times through 2015. Most of the leases contain
renewal options for additional periods ranging from one to 15
years or provide for options to purchase the related property at
predetermined purchase prices which do not represent bargain
purchase options. We also lease transportation and computer
equipment under operating leases expiring during the next three
years. We expect that most leases will be renewed or replaced by
other leases in the normal course of business. Approximate future
minimum rental payments required under operating leases that
have initial or remaining non-cancelable terms in excess of one
year as of December 31, 2002 including leases under our con-
struction and lease facility described above are as follows: $33.3
million in 2003; $27.8 million in 2004; $19.8 million in 2005; $12.6
million in 2006; $6.8 million in 2007; and $7.1 million thereafter.
The Company has 13 capital leases, 12 of which are with
limited liability companies (LLCs) whose owners include Aaron
Rents’ executive officers, and majority shareholder. Eleven of
these related party leases relate to properties purchased from
Aaron Rents in December 2002 by one of the LLCs for a total
purchase price of approximately $5 million. The LLC is leasing
back these properties to Aaron Rents for 15-year terms at an
aggregate annual rental of approximately $635,000. The twelfth
related party capital lease relates to a property sold by Aaron
Rents to a second LLC for $6.3 million in April 2002 and leased
back to Aaron Rents for a 15-year term at an annual rental
of approximately $617,000. See Note E to the Consolidated
Financial Statements.

Franchise Guaranty. Aaron Rents has guaranteed the bor-
rowings of certain independent franchisees under a franchise loan
program with a bank. In the event these franchisees are unable to
meet their debt service payments or otherwise experience an event

of default, we would be unconditionally liable for a portion of the
outstanding balance of the franchisee’s debt obligations, which
would be due in full within 90 days of the event of default. At
December 31, 2002, the portion which we might be obligated to
repay in the event our franchisees defaulted was approximately
$63.7 million. However, due to franchisee borrowing limits, we
believe any losses associated with any defaults would be mitigated
through recovery of rental merchandise and other assets. Since
its inception, Aaron Rents has had no losses associated with the
franchisee loan and guaranty program.

We have no long-term commitments to purchase merchandise.
See Note G to the Consolidated Financial Statements for further
information.

The following table shows the Company’s approximate obliga-
tions and commitments to make future payments under contractual
obligations as of December 31, 2002:

(In Thousands)

Total

Period
Less Than
1 Year

Period
1–3
Years

Period
4–5
Years

Period
Over
5 Years

Credit facilities,
including
capital leases

$ 73,265

277

$18,138

$21,020

$33,830

Operating leases

107,530

33,326

47,678

19,426

7,100

Total

Contractual
Cash
Obligations

$180,795

$33,603

$65,816

$40,446

$40,930

The Company has certain commercial commitments related to
franchisee borrowing guarantees and residual values under operat-
ing leases. The Company believes the likelihood of any significant
amounts being funded in connection with these commitments to be
remote. The following table shows the Company’s approximate
commercial commitments as of December 31, 2002:

(In Thousands)

Guaranteed

borrowings of
franchisees

Residual value

guarantee under
operating leases

Total

Commercial
Commitments

Total
Amounts
Committed

Period
Less Than
1 Year

Period
1–3
Years

Period
4–5
Years

Period
Over
5 Years

$63,700

20,900

$84,600

$63,700

$20,900

MARKET RISK

Aaron Rents manages its exposure to changes in short-term
interest rates, particularly to reduce the impact on our variable
payment construction and lease facility and floating-rate borrow-
ings, by entering into interest rate swap agreements. These swap
agreements involve the receipt of amounts by us when floating
rates exceed the fixed rates and the payment of amounts by us to

the counterparties when fixed rates exceed the floating rates in
the agreements over their term. We accrue the differential we
may pay or receive as interest rates change, and recognize it as
an adjustment to the floating rate interest expense related to our
debt. The counterparties to these contracts are high credit quality
commercial banks, which we believe minimizes the risk of counter-
party default to a large extent.

At December 31, 2002, we had swap agreements with total
notional principal amounts of $60 million which effectively fixed
the interest rates on obligations in the notional amount of $28
million of debt under our revolving credit agreement, variable
payment construction and lease facility, and other debt at an
average rate of 5.9%, as follows: $20 million at an average rate
of 6.15% until May 2003; $10 million at an average rate of 7.96%
until November 2003; $10 million at an average rate of 7.75% until
November 2003; and an additional $20 million at an average rate
of 7.6% until June 2005. In 2002, we reassigned approximately
$24 million of notional amount of swaps to the variable payment
obligations under our construction and lease facility described
above. Since August 2002, fixed rate swap agreements in the
notional amount of $32 million were not being utilized as a hedge
of variable obligations, and accordingly, changes in the valuation
of such swap agreements are recorded directly to earnings. The
fair value of interest rate swap agreements was a liability of
approximately $3.3 million at December 31, 2002. A 1% adverse
change in interest rates on variable rate obligations would not
have a material adverse impact on the future earnings and cash
flows of the Company.

We do not use any market risk sensitive instruments to hedge
commodity, foreign currency, or risks other than interest rate risk,
and hold no market risk sensitive instruments of any kind for
trading or speculative purposes.

RECENT ACCOUNTING
PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 141
(SFAS 141), Business Combinations. This statement eliminates the
pooling of interests method of accounting for all business com-
binations initiated after June 30, 2001, and addresses the initial
recognition and measurement of goodwill and other intangible
assets acquired in a business combination. We have had no
significant business combinations after June 30, 2001.

Effective January 1, 2002, we adopted Statement of Financial

Accounting Standards No. 142 (SFAS 142), Goodwill and Other
Intangible Assets. We performed Step 1 of the required transitional
impairment test under SFAS 142 using a combination of the
market value and comparable transaction approaches to business
enterprise valuation. We concluded that the enterprise fair values
of our reporting units were greater than the carrying value,
and accordingly, no further impairment analysis was considered
necessary. We also adopted the non-amortization provisions of
SFAS 142, which resulted in an increase in net earnings of
$688,000 or $.03 diluted earnings per share for 2002.

In August 2001, the Financial Accounting Standards Board

issued Statement of Financial Accounting Standards No. 144
(SFAS 144), Accounting for the Impairment or Disposal of Long-Lived
Assets. This statement supercedes Statement of Financial

Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. We
adopted SFAS 144 as of January 1, 2002, and the statement had
no material effect on our consolidated financial statements.

CRITICAL ACCOUNTING POLICIES
REVENUE RECOGNITION

Rental revenues are recognized in the month they are due on
the accrual basis of accounting. For internal management reporting
purposes, rental revenues from the sales and lease ownership divi-
sion are recognized as revenue in the month the cash is collected.
On a monthly basis, we record an accrual for rental revenues due
but not yet received, net of allowances, and a deferral of revenue
for rental payments received prior to the month due. Our revenue
recognition accounting policy matches the rental revenue with the
corresponding costs — mainly depreciation — associated with the
rental merchandise. At the years ended December 31, 2002 and
2001, Aaron Rents had a net revenue deferral representing cash
collected in advance of being due or otherwise earned totaling
approximately $7.5 million and $5.7 million, respectively.
Revenues from the sale of residential and office furniture and
other merchandise are recognized at the time of shipment.
RENTAL MERCHANDISE DEPRECIATION

Our sales and lease ownership division depreciates merchandise
over the agreement period, generally 12 to 24 months when rented,
and 36 months when not rented, to 0% salvage value. Prior to
2002, we depreciated sales and lease ownership merchandise as
soon as it was delivered to our stores from our distribution centers.
In the first quarter of 2002, we began depreciating this merchan-
dise upon the earlier to occur of its initial lease to a customer or
12 months after it is acquired from the vendor. See Note B to the
Consolidated Financial Statements. Nevertheless, sales and lease
ownership merchandise is generally depreciated at a faster rate
than our rent-to-rent merchandise. As sales and lease ownership
revenues continue to comprise an increasing percentage of total
revenues, we expect rental merchandise depreciation to increase at
a correspondingly faster rate. Our rent-to-rent division depreciates
merchandise over its estimated useful life which ranges from six
months to 60 months, net of its salvage value which ranges from
0% to 60%.

Our policies require weekly rental merchandise counts by store

managers, which includes a write-off for unsalable, damaged, or
missing merchandise inventories. Full physical inventories are
generally taken at our distribution and manufacturing facilities on
a quarterly basis, and appropriate provisions are made for missing,
damaged and unsalable merchandise. In addition, we monitor
rental merchandise levels and mix by division, store and distri-
bution center, as well as the average age of merchandise on hand.
If unsalable rental merchandise cannot be returned to vendors,
it’s adjusted to its net realizable value or written off.

All rental merchandise is available for rental and sale. On
a monthly basis, we write off damaged, lost or unsalable mer-
chandise as identified. These write-offs totaled approximately
$10.1 million, $10 million and $8.9 million during the years
ended December 31, 2002, 2001, and 2000, respectively.

CLOSED STORE RESERVES

From time to time, Aaron Rents closes or consolidates retail

stores. We record an estimate of the future obligation related
to closed stores based upon the present value of the future lease
payments and related commitments, net of estimated sublease
income which we base upon historical experience. At the years
ended December 31, 2002 and 2001, our reserve for closed stores
was $1.5 million and $3.4 million, respectively. If our estimates
related to sublease income are not correct, our actual liability may
be more or less than the liability recorded at December 31, 2002.
INSURANCE PROGRAMS

Aaron Rents maintains insurance contracts for paying of
workers’ compensation and group health insurance claims. Using
actuarial analysis and projections, we estimate the liabilities asso-
ciated with open and incurred but not reported workers compen-
sation claims. This analysis is based upon an assessment of the
likely outcome or historical experience, net of any stop loss or
other supplementary coverages. We also calculate the projected
outstanding plan liability for our group health insurance program.

Our liability for workers compensation insurance claims
and group health insurance was approximately $3.1 million and
$3.3 million, respectively, at the years ended December 31, 2002
and 2001.

If we resolve existing workers compensation claims for amounts
which are in excess of our current estimates and within policy stop
loss limits, we will be required to pay additional amounts beyond
those accrued at December 31, 2002. Additionally, if the actual
group health insurance liability exceeds our projection, we will
be required to pay additional amounts beyond those accrued at
December 31, 2002.

The assumptions and conditions described above reflect
management’s best assumptions and estimates, but these items
involve inherent uncertainties as described above, which may
or may not be controllable by management. As a result, the
accounting for such items could result in different amounts if
management used different assumptions or if different conditions
occur in future periods.

FORWARD LOOKING STATEMENTS

Certain written and oral statements made by our Company
may constitute “forward-looking statements” as defined under
the Private Securities Litigation Reform Act of 1995, including
statements made in this report and other filings with the Securities
and Exchange Commission. All statements which address oper-
ating performance, events, or developments that we expect or
anticipate will occur in the future — including growth in store
openings and franchises awarded, market share, and statements
expressing general optimism about future operating results —
are forward-looking statements. Forward-looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially. The Company undertakes no obligation
to publicly update or revise any forward-looking statements. For
a discussion of such risks and uncertainties see “Certain Factors
Affecting Forward-Looking Statements” in the Company’s Annual
Report on Form 10-K for fiscal 2002, filed with the Securities and
Exchange Commission, which discussion is incorporated herein
by this reference.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

A S S E T S

Cash

Accounts Receivable

Rental Merchandise

Less: Accumulated Depreciation

Property, Plant & Equipment, Net

Goodwill, Net

Prepaid Expenses & Other Assets

Total Assets

L I A B I L I T I E S & S H A R E H O L D E R S ’ E Q U I T Y

Accounts Payable & Accrued Expenses

Dividends Payable

Deferred Income Taxes Payable

Customer Deposits & Advance Payments

Credit Facilities

Total Liabilities

Commitments & Contingencies

Shareholders’ Equity

Preferred Stock, Par Value $1 Per Share;

Authorized: 1,000,000 Shares; None Issued

Common Stock, Non-Voting, Par Value $.50 Per Share;

Authorized: 25,000,000 Shares;
Shares Issued: 19,995,987 at December 31, 2002
and 18,270,987 at December 31, 2001

Class A Common Stock, Voting, Par Value $.50 Per Share;

Authorized: 25,000,000 Shares;
Shares Issued: 5,361,761

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Less: Treasury Shares at Cost,

Common Stock, 2,012,470 Shares at December 31, 2002

and 2,130,421 Shares at December 31, 2001

Class A Common Stock, 1,630,055 Shares at December 31, 2002

and 1,532,255 Shares at December 31, 2001

Total Shareholders’ Equity

Total Liabilities & Shareholders’ Equity

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

December 31,
2002

December 31,
2001

26,973

470,225

(152,938)

317,287

87,094

25,985

26,213

25,411

392,532

(133,600)

258,932

77,282

22,096

13,382

$483,648

$397,196

$ 64,131

$ 65,344

434

50,517

14,756

73,265

399

20,963

12,810

77,713

203,103

177,229

9,998

9,135

2,681

87,502

223,928

(1,868)

322,241

2,681

53,846

197,321

(1,954)

261,029

(25,792)

(26,826)

(15,904)

280,545

(14,236)

219,967

$483,648

$397,196

CONSOLIDATED STATEMENTS OF EARNINGS

(In Thousands, Except Per Share)

R E V E N U E S

Rentals & Fees
Retail Sales
Non-Retail Sales
Other

C O S T S & E X P E N S E S

Retail Cost of Sales
Non-Retail Cost of Sales
Operating Expenses
Depreciation of Rental Merchandise
Interest

Earnings Before Income Taxes
Income Taxes
Net Earnings
Earnings Per Share
Earnings Per Share Assuming Dilution

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Year Ended
December 31,
2002

Year Ended
December 31,
2001

Year Ended
December 31,
2000

$459,179
72,698
88,969
19,842
640,688

53,856
82,407
293,346
162,660
4,767
597,036
43,652
16,212
$ 27,440
1.31
$
1.29

$403,385
60,481
66,212
16,603
546,681

43,987
61,999
276,682
137,900
6,258
526,826
19,855
7,519
$ 12,336
.62
$
.61

$359,880
62,417
65,498
15,125
502,920

44,156
60,996
227,587
120,650
5,625
459,014
43,906
16,645
$ 27,261
1.38
$
1.37

(In Thousands, Except Per Share)

BALANCE, DECEMBER 31, 1999
Reacquired Shares
Dividends, $.04 per share
Reissued Shares
Net Earnings

BALANCE, DECEMBER 31, 2000
Dividends, $.04 per share
Reissued Shares
Net Earnings
Change in Fair Value of Financial

Instruments, Net of Income Taxes of $1,191

BALANCE, DECEMBER 31, 2001
Reacquired Shares
Stock Offering
Dividends, $.04 per share
Reissued Shares
Net Earnings
Change in Fair Value of Financial

Instruments, Net of Income Taxes of $51

Treasury Stock

Common Stock

Amount

Common

Class A

Additional
Paid-In
Capital

Retained
Earnings

Accumulated Other
Comprehensive Income (Loss)

Derivatives
Designated
As Hedges

Marketable
Securities

(3,710)
(328)

($41,592)
(4,625)

$9,135

$2,681

$54,181

$159,313

275

3,495

(519)

(3,763)

(42,722)

9,135

2,681

53,662

100

1,660

184

(792)

27,261

185,782
(797)

12,336

(3,663)
(98)

(41,062)
(1,667)

118

1,033

9,135

2,681

53,846

197,321

(1,954)

($1,954)

863

33,215

441

(833)

27,440

(18)

BALANCE, DECEMBER 31, 2002

(3,643)

($41,696)

$9,998

$2,681

$87,502

$223,928

($1,972)

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

$104

Year Ended
December 31,
2002

Year Ended
December 31,
2001

Year Ended
December 31,
2000

$ 27,440

179,040

29,554

(3,725)

(488)

(10,152)

221,669

(42,913)

17,723

(351,389)

140,435

(14,033)

(250,177)

139,542

(143,990)

(798)

34,078

(1,667)

1,346

28,511

$ 12,336

153,548

1,168

27,320

(1,657)

(3,357)

$ 27,261

133,109

6,576

(2,248)

(2,607)

4,074

189,358

166,165

(34,785)

6,605

(237,912)

115,527

(12,125)

(162,690)

162,219

(189,275)

(797)

1,183

(26,670)

(2)

(23,761)

7,326

(279,580)

115,601

(14,273)

(194,687)

202,637

(170,628)

(792)

(4,625)

1,926

28,518

(4)

5,674

5,762

$ 4,361

(2,151)

$ 6,183

3,544

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

O P E R AT I N G A C T I V I T I E S

Net Earnings

Depreciation & Amortization

Deferred Income Taxes

Change in Accounts Payable &

Accrued Expenses

Change in Accounts Receivable

Other Changes, Net

Cash Provided by Operating Activities

I N V E S T I N G A C T I V I T I E S

Additions to Property, Plant & Equipment

Book Value of Property Retired or Sold

Additions to Rental Merchandise

Book Value of Rental Merchandise Sold

Contracts & Other Assets Acquired

Cash Used by Investing Activities

F I N A N C I N G A C T I V I T I E S

Proceeds from Credit Facilities

Repayments on Credit Facilities

Dividends Paid

Common Stock Offering

Acquisition of Treasury Stock

Issuance of Stock under Stock Option Plans

Cash Provided (Used) by Financing Activities

Increase (Decrease) in Cash

Cash at Beginning of Year

Cash at End of Year

Cash Paid (Received) During the Year:

Interest

Income Taxes

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A: SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

As of December 31, 2002 and 2001, and for the Years
Ended December 31, 2002, 2001 and 2000.

Basis of Presentation — The consolidated financial statements

include the accounts of Aaron Rents, Inc. and its wholly-owned
subsidiaries (the Company). All significant intercompany accounts
and transactions have been eliminated. The preparation of the
Company’s consolidated financial statements in conformity with
generally accepted accounting principles 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.

Line of Business — The Company is engaged in the business

of renting and selling residential and office furniture, consumer
electronics, appliances, and other merchandise throughout the
U.S. and Puerto Rico. The Company manufactures furniture for
its sales and lease ownership and rent-to-rent operations.

Rental Merchandise consists primarily of residential and office
furniture, consumer electronics, appliances, and other merchandise
and is recorded at cost. The sales and lease ownership division
depreciates merchandise over the agreement period, generally 12
to 24 months, when on rent, and 36 months, when not on rent, to
a 0% salvage value. The rent-to-rent division depreciates merchan-
dise over its estimated useful life which ranges from six months to
60 months, net of its salvage value which ranges from 0% to 60%.
Our policies require weekly rental merchandise counts by store
managers, which includes a write-off for unsalable, damaged, or
missing merchandise inventories. Full physical inventories are
generally taken at our distribution and manufacturing facilities on
a quarterly basis, and appropriate provisions are made for missing,
damaged and unsalable merchandise. In addition, we monitor
rental merchandise levels and mix by division, store, and distribu-
tion center, as well as the average age of merchandise on hand.
If unsalable rental merchandise cannot be returned to vendors,
it is adjusted to its net realizable value or written off.

All rental merchandise is available for rental and sale. On a

monthly basis, we write off damaged, lost or unsalable mer-
chandise as identified. These write-offs, recorded as a component
of operating expenses, totaled approximately $10.1 million, $10
million and $8.9 million during the years ended December 31,
2002, 2001, and 2000, respectively. See Note B.

Property, Plant, and Equipment are recorded at cost.
Depreciation and amortization are computed on a straight-line
basis over the estimated useful lives of the respective assets, which
are from 8 to 40 years for buildings and improvements and from 1
to 5 years for other depreciable property and equipment. Gains
and losses related to dispositions and retirements are expensed as
incurred. Maintenance and repairs are also expensed as incurred;
renewals and betterments are capitalized.

Deferred Income Taxes are provided for temporary differ-
ences between the amounts of assets and liabilities for financial
and tax reporting purposes. Such temporary differences arise
principally from the use of accelerated depreciation methods on
rental merchandise for tax purposes.

Cost of Sales includes the net book value of merchandise sold,
primarily using specific identification in the sales and lease owner-
ship division and first-in, first-out in the rent-to-rent division. It is
not practicable to allocate operating expenses between selling and

rental operations.

Shipping and Handling Costs — Shipping and handling costs
are classified as operating expenses in the accompanying consolidated
statements of earnings and totaled approximately $20,554,000 in
2002, $18,965,000 in 2001, and $17,397,000 in 2000.

Advertising — The Company expenses advertising costs as
incurred. Such costs aggregated $15,406,000 in 2002, $14,204,000
in 2001, and $11,937,000 in 2000.

Stock Based Compensation — The Company has elected to
follow Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees and related Interpretations in accounting
for its employee stock options and adopted the disclosure-only
provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock Based Compensation (SFAS
No. 123). The Company grants stock options for a fixed number
of shares to employees with an exercise price equal to the fair
value of the shares at the date of grant and, accordingly, recognizes
no compensation expense for the stock option grants. Income tax
benefits resulting from stock option exercises credited to additional
paid-in capital totaled approximately $341,000, $288,000, and
$540,000, in 2002, 2001, and 2000, respectively.

Goodwill — Goodwill primarily represents the excess of the
purchase price paid over the fair value of the net assets acquired
in connection with business acquisitions. Effective January 1,
2002, the Company adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (SFAS No.
142). SFAS No. 142 requires that entities assess the fair value of
the net assets underlying all acquisition-related goodwill on a
reporting unit basis effective beginning in 2002. When the fair
value is less than the related carrying value, entities are required
to reduce the amount of goodwill (see Note B). The approach to
evaluating the recoverability of goodwill as outlined in SFAS No.
142 requires the use of valuation techniques utilizing estimates
and assumptions about projected future operating results and
other variables. The impairment only approach required by SFAS
No. 142 may have the effect of increasing the volatility of the
Company’s earnings if goodwill impairment occurs at a future date.
Long-Lived Assets Other Than Goodwill — The Company
assesses its long-lived assets other than goodwill for impairment
whenever facts and circumstances indicate that the carrying
amount may not be fully recoverable. To analyze recoverability,
the Company projects undiscounted net future cash flows over the
remaining life of such assets. If these projected cash flows are less
than the carrying amount, an impairment would be recognized,
resulting in a write-down of assets with a corresponding charge
to earnings. Impairment losses, if any, are measured based upon
the difference between the carrying amount and the fair value
of the assets.

Fair Value of Financial Instruments — The carrying amounts

reflected in the consolidated balance sheets for cash, accounts
receivable, bank, and other debt approximate their respective fair
values. The fair value of the liability for interest rate swap agree-
ments, included in accounts payable and accrued expenses in the
consolidated balance sheet, was approximately $3,321,000 and
$3,145,000 at December 31, 2002 and 2001, respectively, based
upon quotes from financial institutions. At December 31, 2002 and
2001, the carrying amount for variable rate debt approximates fair
market value since the interest rates on these instruments are reset
periodically to current market rates.

At December 31, 2002, the fair market value of fixed rate
long-term debt was approximately $51,074,000, based primarily

on quoted prices for these or similar instruments. The fair value
of fixed rate long-term debt was estimated by calculating the
present value of anticipated cash flows. The discount rate used
was an estimated borrowing rate for similar debt instruments
with like maturities.

Revenue Recognition — Rental revenues are recognized as
revenue in the month they are due. Rental payments received prior
to the month due are recorded as deferred rental revenue. The
Company maintains ownership of the rental merchandise until all
payments are received under sales and lease ownership agree-
ments. Revenues from the sale of residential and office furniture
and other merchandise are recognized at the time of shipment
which is when title and risk of ownership are transferred to
the customer.

Franchisees pay a non-refundable initial franchise fee of
$35,000 for each store opened and an ongoing royalty of 5% of
cash receipts. Franchise fees and area development franchise fees
are generated from the sale of rights to develop, own, and operate
Aaron’s Sales & Lease Ownership stores. These fees are recog-
nized when substantially all of the Company’s obligations per
location are satisfied (generally at the date of the store opening).
Prior to opening, the franchisees are provided support in creating a
business plan, site selection services, marketing analysis, and train-
ing, and are provided necessary computer software and assistance
in advertising and publicity to reach the market area of each store.
Franchise fees and area development fees received prior to the
substantial completion of the Company’s obligations are deferred.
The ongoing royalties are recognized in the period earned. In addi-
tion, on a monthly basis, the Company recognizes servicing and
guarantee fees as earned associated with the Company-sponsored
franchise loan program. The Company includes this income in
Other Revenues in the Consolidated Statements of Earnings.

Allowance for Uncollectible Accounts Receivable — The
Company had an allowance for uncollectible accounts receivable
of $1,300,000 as of December 31, 2002.

Closed Store Reserves — From time to time the Company
closes under-performing stores. The charges related to the closing
of these stores primarily consist of reserving the net present value
of future minimum payments under the store’s real estate leases.
Insurance Reserves — Estimated insurance reserves are
accrued primarily for group health and workers compensation
benefits provided to the Company’s employees. Estimates for these
insurance reserves are made based on actual reported but unpaid
claims and actuarial analysis of the projected claims run off for
both reported and unreported but incurred claims.

Derivative Instruments and Hedging Activities — From
time to time, the Company uses interest rate swap agreements to
synthetically manage the interest rate characteristics of a portion of
its outstanding debt and to limit the Company’s exposure to rising
interest rates. The Company designates at inception that interest
rate swap agreements hedge risks associated with future variable
interest payments and monitors each swap agreement to determine
if it remains an effective hedge. The effectiveness of the derivative
as a hedge is based on a high correlation between changes in the
value of the underlying hedged item. The ineffectiveness related
to the Company’s derivative transactions is not material. The
Company records amounts to be received or paid as a result of
interest rate swap agreements as an adjustment to interest expense,
or in the case of variable payment lease obligations, as an adjust-
ment to net expenses. At December 31, 2002, the notional amount
of approximately $28,000,000 of the Company’s interest rate swaps

were designated as effective cash flow hedges, and approximately
$32,000,000 were not being utilized as a hedge of variable obliga-
tions. In the event of early termination or redesignation of interest
rate swap agreements, any resulting gain or loss would be deferred
and amortized as an adjustment to interest expense of the related
debt instrument over the remaining term of the original contract
life of the agreement. In the event of early extinguishment of a
designated debt obligation, any realized or unrealized gain or loss
from the associated swap would be recognized in income at the
time of extinguishment. The Company does not enter into deriva-
tives for speculative or trading purposes.

Comprehensive Income — Comprehensive income totaled
$27,526,000, $10,382,000, and $27,261,000, for the years ended
December 31, 2002, 2001, and 2000, respectively.

New Accounting Pronouncements — Effective January 1,
2002, the Company adopted SFAS No. 141, Business Combinations
(SFAS No. 141), and SFAS No. 142, Goodwill and Other Intangible
Assets (SFAS No. 142). SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations ini-
tiated after June 30, 2001. SFAS No. 142 requires that entities
assess the fair value of the net assets underlying all acquisition-
related goodwill on a reporting unit basis. See Note B.

In June 2002, the Financial Accounting Standards Board
(FASB) issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS No. 146) which addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue
No. 94-3, Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring) (EITF 94-3). SFAS No. 146 requires that a liability
for costs associated with an exit or disposal activity be recognized
when the liability is incurred as opposed to the date of an entity’s
commitment to an exit plan. SFAS No. 146 also establishes fair
value as the objective for initial measurement of the liability.
SFAS No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002. The Company does not
expect SFAS No. 146 to have a significant impact on the
Company’s financial statements.

In December, 2002, the FASB issued SFAS No. 148, Accounting

for Stock-Based Compensation — Transition and Disclosure (SFAS No.
148). SFAS No. 148 amends SFAS No. 123 to provide alternative
methods of transition to SFAS No. 123’s fair value method of
accounting for stock-based employee compensation. SFAS No.
148 also amends the disclosure provisions of SFAS No. 123 and
Accounting Principles Board Opinion No. 28, Interim Financial
Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity’s accounting policy
with respect to stock-based employee compensation on reported
net income and earnings per share in annual and interim financial
statements. The disclosure provisions of SFAS No. 148 are appli-
cable to all companies with stock-based employee compensation,
regardless of whether they account for that compensation using
the fair value method of SFAS No. 123 or the intrinsic value
method of APB Opinion No. 25. SFAS No. 148’s amendment of
the transition and annual disclosure requirements of SFAS No.
123 are effective for fiscal years ending after December 15, 2002.
The additional disclosures required under SFAS No. 148 have
been included in Note I.

In November, 2002, the FASB issued Interpretation Number
45, Guarantor’s Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN

45 requires an entity to disclose in its interim and annual financial
statements information with respect to its obligations under certain
guarantees that it has issued. It also requires an entity to recognize,
at the inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. The disclosure
requirements of FIN 45 are effective for interim and annual
periods ending after December 15, 2002. These disclosures are
presented in Note G. The initial recognition and measurement
requirements of FIN 45 are effective prospectively for guarantees
issued or modified after December 31, 2002. The Company is
currently assessing the initial measurement requirements of FIN
45. However, management does not believe that the recognition
requirements will have a material impact on the Company’s
financial position or results of operations.

In January 2003, the FASB issued Interpretation No. 46
(FIN 46), Consolidation of Variable Interest Entities, an Interpretation
of ARB No. 51. FIN 46 requires certain variable interest entities
to be consolidated by the primary beneficiary of the entity if the
equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subor-
dinated financial support from other parties. FIN 46 is effective for
all new variable interest entities created or acquired after January
31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the
first interim or annual period beginning after June 15, 2003. The
adoption is not expected to have a material effect on the Company’s
financial statements.

In January 2003, the Emerging Issues Task Force (EITF) of
the FASB issued EITF Issue No. 02-16, Accounting by a Customer
(Including a Reseller) for Certain Consideration Received from a Vendor
(EITF 02-16). EITF 02-16 addresses accounting and reporting
issues related to how a reseller should account for cash considera-
tion received from vendors. Generally, cash consideration received
from vendors is presumed to be a reduction of the prices of the
vendor’s products or services and should, therefore, be character-
ized as a reduction of cost of sales when recognized in the cus-
tomer’s income statement. However, under certain circumstances
this presumption may be overcome and recognition as revenue or
as a reduction of other costs in the income statement may be
appropriate. While the Company does receive cash consideration
from vendors subject to the provisions of EITF 02-16, the
Company has not yet completed its evaluation of the potential
impact on its financial statements. EITF 02-16 is effective for
fiscal periods beginning after December 15, 2002.

NOTE B: ACCOUNTING CHANGES

Effective January 1, 2002, the Company prospectively changed

its method of depreciation for sales and lease ownership rental
merchandise. Previously, all sales and lease ownership rental
merchandise began being depreciated when received at the store
over a period of the shorter of 36 months or the length of the
rental period(s), to a salvage value of zero. Due to changes in
business, the Company changed the depreciation method such that
sales and lease ownership rental merchandise received into a store
begins being depreciated at the earlier of the expiration of 12
months from the date of acquisition, or upon being subject to a
sales and lease ownership agreement. Under the previous and
the new depreciation method, rental merchandise in distribution
centers does not begin being depreciated until 12 months from

the date of acquisition. The Company believes the new deprecia-
tion method results in a better matching of the costs of rental
merchandise with the corresponding revenue. The change in
method of depreciation had the effect of increasing net income
by approximately $3,038,000, or approximately $.14 diluted
earnings per share, for the year ended December 31, 2002.

Effective January 1, 2002, the Company adopted SFAS No.
141 and SFAS No. 142. SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations ini-
tiated after June 30, 2001. SFAS No. 142 requires that entities
assess the fair value of the net assets underlying all acquisition-
related goodwill on a reporting unit basis effective beginning in
2002. When fair value is less than the related carrying value,
entities are required to reduce the amount of goodwill. The
Company performed Step 1 of the required transitional impair-
ment test under SFAS No. 142 using a combination of the market
value and comparable transaction approaches to business enter-
prise valuation. The Company concluded that the enterprise
fair value of the Company’s reporting units was greater than the
carrying value and, accordingly, no further impairment analysis
was considered necessary.

Prior to the adoption of SFAS No. 142, the Company amor-
tized goodwill over estimated useful lives up to a maximum of 20
years. Had the Company accounted for goodwill consistent with
the provisions of SFAS No. 142 in prior years, the Company’s
earnings would have been affected as follows:

(In Thousands,
Except Per Share)

Net earnings, as reported
Add back: Goodwill

amortization, net of tax
Net earnings, as adjusted

Basic earnings per
common share:
As reported
Add back: Goodwill

amortization

As adjusted
Diluted earnings per

common share:
As reported
Add back: Goodwill

amortization

As adjusted

Year Ended
Year Ended
Year Ended
December 31, December 31, December 31,
2001

2000

2002

$27,440

$12,336

$27,261

$27,440

688
$13,024

431
$27,692

$ 1.31

$ 1.29

.62

.03
.65

.61

.03
.64

$ 1.38

.02
$ 1.40

$ 1.37

.02
$ 1.39

NOTE C: EARNINGS PER SHARE

Earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during
the year, which were 20,909,000 shares in 2002, 19,928,000 shares
in 2001, and 19,825,000 shares in 2000. The computation of
earnings per share assuming dilution includes the dilutive effect
of stock options and awards. Such stock options and awards had
the effect of increasing the weighted average shares outstanding
assuming dilution by 324,000 in 2002, 214,000 in 2001, and
142,000 in 2000, respectively.

dated net income (but not loss) for the period beginning January
1, 2001 and ending on the last day of such fiscal quarter plus
(c) 100% of the net proceeds of $34,078,000 from an underwritten
public offering of 1,725,000 newly-issued shares of its common
stock in June 2002. It also places other restrictions on additional
borrowings and requires the maintenance of certain financial
ratios. At December 31, 2002, $37,901,000 of retained earnings
were available for dividend payments and stock repurchases under
the debt restrictions, and the Company was in compliance with
all covenants.

Private Placement — On August 14, 2002 the Company
sold $50,000,000 in aggregate principal amount of senior unse-
cured notes (the Notes) in a private placement to a consortium
of insurance companies. The Notes mature August 13, 2009.
Quarterly interest only payments at 6.88% are due for the first
two years followed by annual $10,000,000 principal repayments
plus interest for the five years thereafter.

Capital Leases with Related Parties — In April 2002,
the Company sold land and buildings with a carrying value of
approximately $6,258,000 to a limited liability company (LLC)
controlled by the Company’s majority shareholder. Simultaneously,
the Company and the LLC entered into a fifteen-year lease for
the building and a portion of the land, with two five-year renewal
options at the discretion of the Company. The LLC obtained
borrowings collateralized by the land and building totalling
approximately $6,401,000. The land and building associated
with the lease collateralizing the obligation are occupied by the
Company. The transaction has been accounted for as a financing
in the accompanying consolidated financial statements. The rate
of interest implicit in the lease financing is approximately 8.7%.
Accordingly, the land and building and the lease obligation are
recorded in the Company’s consolidated financial statements. No
gain or loss was recognized associated with this transaction.

In December 2002, the Company sold 11 properties, including

leasehold improvements, to a separate limited liability company
(LLC) controlled by a group of Company executives and man-
agers, including the Company’s majority shareholder. The LLC
obtained borrowings collateralized by land and buildings totalling
approximately $5 million. Simultaneously, the Company and the
LLC entered into 11 separate fifteen-year leases for the land and
buildings, each lease containing one five-year renewal option at
the discretion of the Company. The land and buildings associated
with the lease collateralizing the obligation are occupied by the
Company. The transactions have been accounted for as capital
leases in the accompanying consolidated financial statements.
The rate of interest implicit in the leases is approximately 11.1%.
Accordingly, the land and buildings and the lease obligations are
recorded in the Company’s consolidated financial statements.
No gain or loss was recognized associated with this transaction.

Other Debt — Other debt at December 31, 2002 is comprised

of $4,200,000 of industrial development corporation revenue
bonds. The average weighted borrowing rate on these bonds in
2002 was 1.60%. No principal payments are due on the bonds
until maturity in 2015.

NOTE D: PROPERTY, PLANT & EQUIPMENT

(In Thousands)

Land
Buildings & Improvements
Leasehold Improvements & Signs
Fixtures & Equipment
Assets Under Capital Lease:

With Related Parties
With Unrelated Parties
Construction in Progress

Less: Accumulated Depreciation

& Amortization

December 31, December 31,

2002

2001

$ 9,077
32,943
44,587
29,768

$ 10,504
37,570
38,214
28,357

10,308
1,432
4,318
132,433

1,788
116,433

(45,339)
$ 87,094

(39,151)
$ 77,282

NOTE E: CREDIT FACILITIES

Following is a summary of the Company’s credit facilities at

December 31:

(In Thousands)

Bank Debt
Private Placement
Capital Lease Obligation:
With Related Parties
With Unrelated Parties

Other Debt

December 31, December 31,

2002

2001

$ 7,325
50,000

10,308
1,432
4,200
$73,265

$72,397

5,316
$77,713

Bank Debt — The Company has a revolving credit agreement
dated March 30, 2001 with several banks providing for unsecured
borrowings up to $110,000,000, which includes an $8,000,000
credit line to fund daily working capital requirements. Amounts
borrowed bear interest at the lower of the lender’s prime rate or
LIBOR plus 1.25%. The pricing under the working capital line
is based upon overnight bank borrowing rates. At December 31,
2002 and 2001, an aggregate of $7,325,000 (bearing interest at
2.65%) and $72,397,000 (bearing interest at 3.21%) was out-
standing under the current and prior revolving credit agreements,
respectively. The Company pays a .25% commitment fee on
unused balances. The weighted average interest rate on borrow-
ings under the revolving credit agreement (before giving effect to
interest rate swaps) was 3.86% in 2002, 5.77% in 2001, and 7.07%
in 2000. The revolving credit agreement expires March 30, 2004.
The revolving credit agreement contains certain covenants
which require that the Company not permit its consolidated net
worth as of the last day of any fiscal quarter to be less than the
sum of (a) $187,675,000 plus (b) 50% of the Company’s consoli-

Future principal maturities under the Company’s credit facili-

The Company’s effective tax rate differs from the federal

ties are as follows:

income tax statutory rate as follows:

2003
2004
2005
2006
2007
Thereafter

NOTE F: INCOME TAXES

277
7,713
10,425
10,464
10,556
33,830

(In Thousands)

Current Income Tax (Benefit)

Expense:

Federal
State

Deferred Income Tax Expense:
Federal
State

Year Ended
Year Ended
Year Ended
December 31, December 31, December 31,
2001

2000

2002

($11,431)
(1,911)
(13,342)

26,209
3,345
29,554
$16,212

$6,239
112
6,351

953
215
1,168
$7,519

$ 9,461
608
10,069

5,520
1,056
6,576
$16,645

Significant components of the Company’s deferred income tax

liabilities and assets are as follows:

(In Thousands)

Deferred Tax Liabilities:

Rental Merchandise and

Property, Plant & Equipment

Other, Net

Total Deferred Tax Liabilities
Deferred Tax Assets:
Accrued Liabilities
Advance Payments
Other, Net

Total Deferred Tax Assets
Net Deferred Tax Liabilities

December 31, December 31,

2002

2001

$59,432
3,486
62,918

1,211
5,371
5,819
12,401
$50,517

$28,852
1,376
30,228

2,702
3,512
3,051
9,265
$20,963

Year Ended
Year Ended
Year Ended
December 31, December 31, December 31,
2001

2000

2002

Statutory Rate
Increases in Taxes
Resulting From:

State Income Taxes,

Net of Federal Income
Tax Benefit

Other, Net
Effective Tax Rate

35.0%

2.1

37.1%

1.1
1.8
37.9%

2.5
0.4
37.9%

NOTE G: COMMITMENTS

The Company leases warehouse and retail store space for
substantially all of its operations under operating leases expiring
at various times through 2015. The Company also leases certain
properties under capital leases which are more fully described in
Note E. Most of the operating leases contain renewal options
for additional periods ranging from one to 15 years or provide
for options to purchase the related property at predetermined
purchase prices which do not represent bargain purchase options.
In addition, certain properties occupied under operating leases
contain normal purchase options. The Company also has a
$25,000,000 construction and lease facility. Properties acquired
by the lessor are purchased or constructed and then leased to the
Company under operating lease agreements. The total amount
advanced and outstanding under this facility at December 31,
2002 was approximately $24,700,000. Since the resulting leases are
operating leases, no debt obligation is recorded on the Company’s
balance sheet. The Company also leases transportation and com-
puter equipment under operating leases expiring during the next
three to five years. Management expects that most leases will
be renewed or replaced by other leases in the normal course
of business.

Future minimum rental payments required under operating
leases that have initial or remaining non-cancelable terms in excess
of one year as of December 31, 2002, are as follows: $33,325,000
in 2003; $27,847,000 in 2004; $19,831,000 in 2005; $12,596,000
in 2006; $6,829,000 in 2007; and $7,100,000 thereafter. Certain
operating leases expiring in 2006 contain residual value guarantee
provisions and other guarantees in the event of a default. Although
the likelihood of funding under these guarantees is considered by
the Company to be remote, the maximum amount the Company
may be liable for under such guarantees is approximately
$24,700,000.

Rental expense was $38,970,000 in 2002, $36,506,000 in 2001,

and $30,659,000 in 2000.

The Company leases one building from a partnership of which

an officer of the Company is a partner under an operating lease
expiring in 2008 for annual rentals aggregating $212,700.

The Company maintains a 401(k) savings plan for all full-time

employees with at least one year of service with the Company
and who meet certain eligibility requirements. The plan allows
employees to contribute up to 10% of their annual compensation
with 50% matching by the Company on the first 4% of compen-
sation. The Company’s expense related to the plan was $453,000
in 2002, $436,000 in 2001; and $427,000 in 2000.

NOTE H: SHAREHOLDERS’ EQUITY

In February 1999, the Company’s Board of Directors author-

ized the repurchase of up to 2,000,000 shares of the Company’s
Common Stock and/or Class A Common Stock. During 2002,
97,800 shares of the Company’s Class A Common Stock were
purchased at an aggregate cost of $1,667,490 and 9,884 shares of
the Company’s Common Stock were transferred back into treasury
at an aggregate cost of $218,000. The Company was authorized
to purchase an additional 1,186,890 shares and held a total of
3,642,525 common shares in its treasury at December 31, 2002.
The Company’s articles of incorporation provide that no cash
dividends may be paid on our Class A Common Stock unless
equal or higher dividends are paid on the Common Stock.

The Company has 1,000,000 shares of Preferred Stock author-

ized. The shares are issuable in series with terms for each series
fixed by the Board and such issuance is subject to approval by
the Board of Directors. No preferred shares have been issued.

NOTE I: STOCK OPTIONS

The Company has stock option plans under which options to
purchase shares of the Company’s Common Stock are granted to
certain key employees. Under the plans, options granted become
exercisable after a period of two or three years and unexercised
options lapse five or ten years after the date of the grant. Options
are subject to forfeiture upon termination of service. Under the
plans, 1,817,000 of the Company shares were reserved for issuance
at December 31, 2002. The weighted average fair value of options
granted was $9.84 in 2002, $9.68 in 2001, and $8.11 in 2000.

Pro forma information regarding net earnings and earnings per

share is required by FAS 123, and has been determined as if the
Company had accounted for its employee stock options granted
in 2002, 2001, and 2000 under the fair value method. The fair
value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted
average assumptions for 2002, 2001, and 2000, respectively:
risk-free interest rates of 5.78%, 6.05%, and 6.47%, a dividend
yield of .18%, .24%, and .28%; a volatility factor of the expected
market price of the Company’s Common Stock of .46, .45, and
.45; and a weighted average expected life of the option of five
years in 2002, and eight years for all other years.

The Black-Scholes option valuation model was developed for
use in estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assump-
tions including the expected stock price volatility. Because the

Company’s employee stock options have characteristics signi-
ficantly different from those of traded options, and because
changes in the subjective input assumptions can materially affect
the fair value estimate, in management’s opinion, the existing
models do not necessarily provide a reliable single measure of
the fair value of its employee stock options.

For purposes of pro forma disclosures under SFAS No. 123

as amended by SFAS No. 148, the estimated fair value of the
options is amortized to expense over the options’ vesting period.
The following table illustrates the effect on net earnings and
earnings per share as if the fair value based method had been
applied to all outstanding and unvested awards in each period:

(In Thousands,
Except Per Share)

Net earnings as reported
Deduct: total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects
Pro forma net earnings
Earnings per share:
Basic — as reported
Basic — pro forma

Diluted — as reported
Diluted — pro forma

Year Ended
Year Ended
Year Ended
December 31, December 31, December 31,
2001

2000

2002

$27,440

$12,336

$27,261

(1,165)
$26,275

(1,262)
$11,074

(1,351)
$25,910

$ 1.31
$ 1.26

$ 1.29
$ 1.24

$
$

.62
.56

.61
.55

$ 1.38
$ 1.31

$ 1.37
$ 1.30

The table below summarizes option activity for the periods

indicated in the Company’s stock option plans.

(In Thousands,
Except Per Share)

Outstanding at December 31, 1999

Granted
Exercised
Forfeited

Outstanding at December 31, 2000

Granted
Exercised
Forfeited

Outstanding at December 31, 2001

Granted
Exercised
Forfeited

Outstanding at December 31, 2002
Exercisable at December 31, 2002

Weighted
Average
Exercise
Price

$12.17
13.73
8.22
16.18
13.02
16.30
10.77
16.44
13.29
20.86
13.77
17.34
14.21
$12.47

Options

1,302
405
(235)
(95)
1,377
133
(110)
(99)
1,301
205
(98)
(70)
1,338
714

The following table summarizes information about stock options outstanding at December 31, 2002.

Range of Exercise Prices

Number Outstanding
December 31, 2002

$ 9.87 – $10.00

10.01 – 15.00

15.01 – 20.86

$ 9.87 – $20.86

411,800

408,000

517,850

1,337,650

Options Outstanding

Weighted Average
Remaining
Contractual Life

3.27 years

7.42 years

6.92 years

6.23 years

Options Exercisable

Weighted Average
Exercise Price

Number Exercisable
December 31, 2002

Weighted Average
Exercise Price

$ 9.88

13.38

16.87

$14.21

411,800

90,500

211,350

713,650

$ 9.88

13.13

17.26

$12.47

NOTE J: FRANCHISING OF AARON’S SALES
& LEASE OWNERSHIP STORES

The Company franchises Aaron’s Sales & Lease Ownership
stores. As of December 31, 2002 and 2001, 445 and 299 franchises
had been awarded, respectively. Franchisees pay a non-refundable
initial franchise fee of $35,000 and an ongoing royalty of 5% of
cash receipts. Franchise fees and area development franchise fees
are generated from the sale of rights to develop, own, and operate
Aaron’s Sales & Lease Ownership stores. These fees are recog-
nized when substantially all of the Company’s obligations per
location are satisfied, generally at the date of the store opening.
Franchise fees and area development fees received prior to the
substantial completion of the Company’s obligations are deferred.
The Company includes this income in Other Revenues in the
Consolidated Statement of Earnings.

The Company has guaranteed certain debt obligations of some

of the franchisees amounting to $63,704,000 at December 31,
2002. The Company receives a guarantee and servicing fee based
on such franchisees’ outstanding debt obligations which is recog-
nized as income is earned. The Company has recourse rights to the
assets securing the debt obligations. As a result, the Company does
not expect to incur any significant losses under these guarantees.

NOTE K: ACQUISITIONS AND
DISPOSITIONS

In 2000, the Company acquired 20 sales and lease ownership

stores including nine stores purchased from franchisees and 10
stores located in Puerto Rico. The aggregate purchase price of
these 2000 acquisitions was $14,273,000 and the excess cost over
the fair market value of tangible assets acquired was approxi-
mately $7,150,000. During 2001, the Company acquired 23 sales
and lease ownership stores including 13 stores purchased from
franchisees. The aggregate purchase price of these 2001 acquisi-
tions was $10,423,000 and the excess cost over the fair market
value of tangible assets acquired was approximately $4,553,000.
Also, in 2001 the Company acquired two rent-to-rent stores. The
aggregate purchase price of these 2001 rent-to-rent acquisitions
was not significant. During 2002, the Company acquired 10 sales
and lease ownership stores and 25 credit retail stores with an
aggregate purchase price of $14,033,000. The excess cost over

the fair market value of tangible assets acquired, representing
goodwill, was approximately $3,889,000.

These acquisitions were accounted for under the purchase
method and, accordingly, the results of operations of the acquired
businesses are included in the Company’s results of operations
from their dates of acquisition. The effect of these acquisitions
on the 2002, 2001, and 2000 consolidated financial statements
was not significant.

In 2002, the Company sold four of its sales and lease ownership

stores to an existing franchisee. In 2001, the Company sold three
of its sales and lease ownership stores to existing franchisees and
sold five of its rent-to-rent stores. In 2000, the Company sold four
of its rent-to-rent stores. The effect of these sales on the consoli-
dated financial statements was not significant.

NOTE L: SEGMENTS

Description of Products and Services of
Reportable Segments

Aaron Rents, Inc. has four reportable segments: sales and
lease ownership, rent-to-rent, franchise, and manufacturing. The
sales and lease ownership division offers electronics, residential
furniture, and appliances to consumers primarily on a monthly
payment basis with no credit requirements. The rent-to-rent
division rents and sells residential and office furniture to
businesses and consumers who meet certain minimum credit
requirements. The Company’s franchise operation sells and
supports franchises of its sales and lease ownership concept.
The manufacturing division manufactures upholstery, office
furniture, lamps, and accessories, and bedding predominantly
for use by the other divisions.

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 opera-
tions. The accounting policies of the reportable segments are the
same as those described in the summary of significant accounting
policies except that the sales and lease ownership division revenues
and certain other items are presented on a cash basis. Intersegment
sales are completed at internally negotiated amounts ensuring
competitiveness with outside vendors. Since the intersegment

profit and loss affects inventory valuation, depreciation, and cost
of goods sold are adjusted when intersegment profit is eliminated
in consolidation.

Factors Used by Management to Identify the
Reportable Segments

The Company’s reportable segments are business units that
service different customer profiles using distinct payment arrange-
ments. The reportable segments are each managed separately
because of differences in both customer base and infrastructure.
Revenues in the “Other” category are primarily from leasing
space to unrelated, third parties in our corporate headquarters
building and revenues from several minor unrelated activities.
The pretax losses in the “Other” category are the net result of
the profit and losses from leasing a portion of the corporate head-
quarters and several minor unrelated activities, and the portion
of corporate overhead not allocated to the reportable segments
for management purposes. The significant increase in “Other”
losses before income taxes in 2001 and 2002 as compared to
2000 relates to the under allocation of corporate expenses to the
reportable segments in the periods of rising corporate expenses.

“Other Allocations and Adjustments” are primarily comprised
of the capitalization and amortization of manufacturing variances
not allocated to the segment which holds the related rental mer-
chandise, adjustments to the closed store reserve, and other non-
recurring adjustments not allocated to the operating segments. The
reason for the change in the “Other Allocations and Adjustments”
from 2000 to 2001 was primarily the recording of a $5.6 million
charge for future lease obligations and impaired assets which
were not charged to the corresponding operating segment for
management reporting purposes.

Earnings before income taxes for each reportable segment are

generally determined in accordance with generally accepted
accounting principles with the following adjustments:

• A predetermined amount of approximately 2.2% of each

reportable segments’ revenues is charged from corporate as
an allocation of corporate overhead.

• Non-recurring or unusual adjustments related to store

closures and rent payments related to closed stores are not
recorded on the reportable segments financial statements, but
rather maintained and controlled by corporate headquarters.

• The capitalization and amortization of manufacturing vari-

ances is recorded on the corporate financial statements as part
of “Other Allocations and Adjustments” and is not allocated
to the segment which holds the related rental merchandise.
• Interest on borrowings is estimated at the beginning of each
year. Interest is then allocated from corporate to operating
segments on the basis of relative total assets.

• Sales and lease ownership revenues are reported on the cash

basis for management reporting purposes.

Information on segments and a reconciliation to earnings before

income taxes are as follows:

Year Ended
Year Ended
Year Ended
December 31, December 31, December 31,
2001

2000

2002

(In Thousands)

Revenues From

External Customers:

Sales & Lease Ownership $501,390
119,885
Rent-to-Rent
16,663
Franchise
4,746
Other
56,002
Manufacturing
Elimination of

$380,404
150,002
13,913
4,243
47,035

$312,921
174,918
12,621
4,057
54,340

Intersegment Revenues
Cash to Accrual Adjustments
Total Revenues From
External Customers
Earnings Before Income Taxes:
Sales & Lease Ownership
Rent-to-Rent
Franchise
Other
Manufacturing

Earnings Before Income
Taxes For Reportable
Segments

Elimination of Intersegment

Loss

Cash to Accrual Adjustments
OtherAllocations&Adjustments
Total Earnings Before

(56,141)
(1,857)

(47,801)
(1,115)

(54,807)
(1,130)

$640,688

$546,681

$502,920

$ 31,220
9,057
10,919
(5,544)
989

$ 11,314
9,152
9,212
(3,244)
(587)

$ 19,527
16,346
7,484
(943)
728

46,641

25,847

43,142

(760)
(3,259)
1,030

(1,449)
(1,151)
(3,392)

(441)
(804)
2,009

Income Taxes

$ 43,652

$ 19,855

$ 43,906

Assets:

Sales & Lease Ownership
Rent-to-Rent
Franchise
Other
Manufacturing
Total Assets

Depreciation & Amortization:
Sales & Lease Ownership
Rent-to-Rent
Franchise
Other
Manufacturing

Total Depreciation
& Amortization

Interest Expense:

$327,845
89,133
12,627
35,488
18,555
$483,648

$154,310
22,901
486
541
802

$241,245
107,882
13,991
17,533
16,545
$397,196

$121,953
29,736
444
690
725

$205,043
128,163
12,961
17,485
16,727
$380,379

$ 97,139
34,557
412
354
647

$179,040

$153,548

$133,109

Sales & Lease Ownership
Rent-to-Rent
Franchise
Other

Total Interest Expense

$ 4,768
2,493
83
(2,577)
$ 4,767

$ 4,620
3,010
119
(1,491)
$ 6,258

$ 2,750
2,496
144
235
$ 5,625

NOTE M: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

(In Thousands, Except Per Share)

Y E A R E N D E D D E C E M B E R 3 1 , 2 0 0 2

Revenues

Gross Profit

Earnings Before Taxes

Net Earnings

Earnings Per Share

Earnings Per Share Assuming Dilution

Y E A R E N D E D D E C E M B E R 3 1 , 2 0 0 1

Revenues

Gross Profit

Earnings Before Taxes

Net Earnings

Earnings Per Share

Earnings Per Share Assuming Dilution

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

$156,663

$151,162

$157,838

$175,025

79,074

9,457

5,921

.30

.29

78,822

10,666

6,696

.33

.32

79,948

10,669

6,721

.31

84,079

12,860

8,102

.37

$141,417

$132,763

$132,516

$139,985

75,857

11,802

7,329

.37

71,442

7,998

4,967

.25

70,034

(3,158)

(1,961)

(.10)

68,859

3,213

2,001

.10

In the third quarter of 2001, the Company recorded non-cash charges totaling approximately $5.6 million, before income taxes, related

to certain store closings and related exit costs.

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
of Aaron Rents, Inc.:

We have audited the accompanying consolidated balance sheets

of Aaron Rents, Inc. and Subsidiaries as of December 31, 2002
and 2001, and the related consolidated statements of earnings,
shareholders’ equity, and cash flows for the years ended December
31, 2002, 2001, and 2000. These financial statements are the
responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards

generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material mis-
statement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Aaron Rents, Inc. and Subsidiaries as of December 31,
2002 and 2001, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles
generally accepted in the United States.

As discussed in Note B, on January 1, 2002, the Company
adopted Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets, and changed its method of
depreciating sales and lease ownership rental merchandise.

Atlanta, Georgia
February 21, 2003

COMMON STOCK MARKET PRICES & DIVIDENDS

The following table shows, for the periods indicated, the range
of high and low prices per share for the Common Stock and Class
A Common Stock and the cash dividends declared per share.

The Company’s Common Stock and Class A Common Stock
are listed on the New York Stock Exchange under the symbols
“RNT” and “RNT.A,” respectively.

The approximate number of shareholders of the Company’s
Common Stock and Class A Common Stock at March 14, 2003
was 2,600. The closing price for the Common Stock and Class A
Common Stock on March 14, 2003 was $18.51 and $19.55,
respectively.

Subject to our continuing to earn sufficient income, to any
future capital needs and to other contingencies, we currently
expect to continue our policy of paying dividends. Our articles of
incorporation provide that no cash dividends may be paid on our
Class A stock unless equal or higher dividends are paid on the
Common Stock. Under our revolving credit agreement, we may pay
cash dividends in any fiscal year only if the dividends do not exceed
50% of our consolidated net earnings for the prior fiscal year plus
the excess, if any, of the cash dividend limitation applicable to the
prior year over the dividends actually paid in the prior year.

Common Stock

High

Low

D E C E M B E R 3 1 , 2 0 0 2
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

D E C E M B E R 3 1 , 2 0 0 1
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

$23.15
28.49
23.60
23.20

$17.50
19.50
18.97
18.20

$14.45
20.15
18.50
20.10

$13.55
15.10
14.90
15.00

Cash
Dividends
Per Share

.02

Class A Common Stock

High

Low

D E C E M B E R 3 1 , 2 0 0 2
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

D E C E M B E R 3 1 , 2 0 0 1
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

$22.25
27.50
24.60
23.75

$15.90
16.50
16.35
15.25

$10.50
21.40
20.60
21.15

$12.13
15.72
13.75
12.50

Cash
Dividends
Per Share

.02

STORE LOCATIONS IN THE UNITED STATES AND PUERTO RICO

AT D E C E M B E R 3 1 , 2 0 0 2
Company-Operated Sales & Lease Ownership
Franchised Sales & Lease Ownership
Rent-to-Rent
Sight & Sound
Total Stores
Manufacturing & Distribution Centers

387
232
70
__25
714
21

BOARD OF DIRECTORS

R. Charles Loudermilk, Sr.
Chairman of the Board,
Chief Executive Officer,
Aaron Rents, Inc.

Ronald W. Allen (1)
Retired Chairman, President
and Chief Executive Officer
of Delta Air Lines

OFFICERS

R. Charles Loudermilk, Sr.
Chairman of the Board,
Chief Executive Officer,
Aaron Rents, Inc.

Robert C. Loudermilk, Jr.
President, Chief Operating
Officer, Aaron Rents, Inc.

Gilbert L. Danielson
Executive Vice President,
Chief Financial Officer,
Aaron Rents, Inc.

William K. Butler, Jr.
President, Aaron’s Sales &
Lease Ownership Division

Eduardo Quiñones
President, Aaron Rents’
Rent-to-Rent Division

James L. Cates
Senior Group Vice President
and Corporate Secretary,
Aaron Rents, Inc.

Leo Benatar (1), (2)
Sr. Partner and Associate
Consultant, A.T. Kearney

William K. Butler, Jr.
President, Aaron’s Sales &
Lease Ownership Division

Gilbert L. Danielson
Executive Vice President,
Chief Financial Officer,
Aaron Rents, Inc.

Earl Dolive (1)
Vice Chairman of the Board,
Emeritus, Genuine Parts
Company

Ingrid Saunders Jones (2)
Vice President, Corporate
External Affairs,
The Coca-Cola Company

Robert C. Loudermilk, Jr.
President, Chief Operating
Officer, Aaron Rents, Inc.

Ray M. Robinson
President, AT&T
Southern Region

(1) Member of Audit Committee
(2) Member of Stock Option

Committee

David M. Deignan
Vice President, Marketing
and Merchandising, Aaron’s
Sales & Lease Ownership
Division

K. Todd Evans
Vice President, Franchising,
Aaron’s Sales & Lease
Ownership Division

B. Lee Landers, Jr.
Vice President, Chief
Information Officer,
Aaron Rents, Inc.

Mitchell S. Paull
Senior Vice President,
Aaron Rents, Inc.

David M. Rhodus
Vice President, General
Counsel, Aaron Rents, Inc.

Marc S. Rogovin
Vice President, Real Estate
and Construction, Aaron
Rents, Inc.

Robert P. Sinclair, Jr.
Vice President, Corporate
Controller, Aaron Rents, Inc.

Ronald Benedit
Vice President, Office
Region, Aaron Rents’ Rent-
to-Rent Division

David L. Buck
Vice President, Western
Operations, Aaron’s Sales &
Lease Ownership Division

Michael B. Hickey
Vice President, Management
Development, Aaron’s Sales
& Lease Ownership Division

James C. Johnson
Vice President, Internal
Audit, Aaron Rents, Inc.

Phil J. Karl
Vice President, Southeast
Residential Region, Aaron
Rents’ Rent-to-Rent Division

Christopher D. Counts
Vice President, West
Residential Region, Aaron
Rents’ Rent-to-Rent Division

Donald P. Lange
Vice President, Marketing,
Aaron Rents’ Rent-to-Rent
Division

Joseph N. Fedorchak
Vice President, Eastern
Operations, Aaron’s Sales &
Lease Ownership Division

Bert L. Hanson
Vice President, Mid-
American Operations,
Aaron’s Sales & Lease
Ownership Division

Tristan J. Montanero
Vice President, Central
Operations, Aaron’s Sales
& Lease Ownership Division

Danny Walker, Sr.
Vice President, Internal
Security, Aaron Rents, Inc.

CORPORATE AND SHAREHOLDER INFORMATION

Annual Shareholders
Meeting
The annual meeting of the
shareholders of Aaron Rents,
Inc. will be held on Tuesday,
May 6, 2003, at 10:00 a.m.
E.D.T. on the 4th Floor,
SunTrust Plaza,
303 Peachtree Street,
Atlanta, Georgia 30303.

Corporate Headquarters
309 E. Paces Ferry Rd., N.E.
Atlanta, Georgia 30305-2377
(404) 231-0011
http://www.aaronrents.com

Subsidiaries
Aaron Investment Company
4005 Kennett Pike
Greenville, Delaware 19807
(302) 888-2351

Aaron Rents, Inc. Puerto Rico
Avenue Barbosa #376
Hato Rey, Puerto Rico 00917
(787) 764-0420

Form 10-K
Shareholders may obtain
a copy of the Company’s
annual report on Form 10-K
filed with the Securities and
Exchange Commission upon
written request, without
charge. Such requests should
be sent to the attention of
Gilbert L. Danielson,
Executive Vice President,
Chief Financial Officer,
Aaron Rents, Inc., 309 E.
Paces Ferry Rd., N.E.,
Atlanta, Georgia 30305-2377.

Stock Listing
R N T

Aaron Rents,
Inc.’s Common
Stock and Class
A Common
Stock are traded
on the New York

Stock Exchange under the
symbols “RNT” and
“RNT.A,” respectively.

Transfer Agent and Registrar
SunTrust Bank, Atlanta
Atlanta, Georgia

General Counsel
Kilpatrick Stockton LLP
Atlanta, Georgia

309 E. Paces Ferry Rd., N.E.
Atlanta, Georgia 30305-2377
(404) 231-0011
www.aaronrents.com