Ready for some good news?
Annual Report 2009
Financial Highlights . . . . . . . . . . . . . . . 3
Letter to Shareholders . . . . . . . . . . . . 4–5
Aaron’s Good News . . . . . . . . . . . . 6–13
Store Locations . . . . . . . . . . . . . . . . . 8–9
Financial Information. . . . . . . . . . 14–41
Common Stock Market Prices
and Dividends . . . . . . . . . . . . . . . . . . . 42
Board of Directors and Officers . . . . 43
Corporate and Shareholder
Information . . . . . . . . . . . . . . . . . . . . . 44
The Good
News From
Aaron’s:
Delivering satisfaction to 1.3 million customers
$1.753 billion in revenues
24% increase in
earnings per share
AARoN’s, INc.
serves consumers through the sale and lease
ownership and specialty retailing of residen-
tial and office furniture, consumer electronics,
home appliances and accessories in over 1,700
company-operated and franchised stores in
the United states and canada. The company’s
major operations are the Aaron’s sales & Lease
ownership division and MacTavish Furniture
Industries. Aaron’s is the industry leader in
serving the moderate-income consumer, offer-
ing affordable payment plans, quality merchan-
dise and superior service. The company’s stra-
tegic focus is on growing the sales and lease
ownership business through the addition of
new company-operated stores by both internal
expansion and acquisitions, as well as through
our successful and expanding franchise program.
2
3
Financial Highlights
(Dollar Amounts in Thousands,
Except Per Share)
Operating Results
Revenues
Earnings Before Taxes From Continuing Operations
Net Earnings From Continuing Operations
(Loss) Earnings From Discontinued Operations, Net of Tax
From Continuing Operations:
Earnings Per Share
Earnings Per Share Assuming Dilution
From Discontinued Operations:
(Loss) Earnings Per Share
(Loss) Earnings Per Share Assuming Dilution
Financial Position
Total Assets
Rental Merchandise, Net
Credit Facilities
Shareholders’ Equity
Book Value Per Share
Debt to Capitalization
Pretax Profit Margin From Continuing Operations
Net Profit Margin From Continuing Operations
Return on Average Equity
Stores Open at Year-end
Sales & Lease Ownership
Sales & Lease Ownership Franchised*
Aaron’s Office Furniture
Total Stores
Year Ended
December 31,
2009
Year Ended
December 31,
2008
Percentage
Change
$1,752,787
$1,592,608
10.1%
176,439
112,878
(277)
2.09
2.07
(.01)
(.01)
139,580
85,769
4,420
1.61
1.58
26.4
31.6
(106.3)
29.8
31.0
.08
.08
(112.5)
(112.5)
$1,321,456
$1,233,270
682,402
55,044
887,260
16.36
5.8%
10.1
6.4
13.7
1,082
597
15
1,694
681,086
114,817
761,544
14.19
13.1%
8.8
5.4
12.6
1,037
504
16
1,557
7.2%
0.2
(52.1)
16.5
15.3
4.3%
18.5
(6.3)
8.8%
* Sales & Lease Ownership franchised stores are not owned or operated by Aaron’s, Inc.
Revenues By Year
Net Earnings By Year
$2,000,000
120000
)
s
d
n
a
s
u
o
h
t
n
i
$
(
1,500,000
100000
80000
1,000,000
60000
500,000
40000
20000
$120,000
2000000
)
s
d
n
a
s
u
o
h
t
n
i
$
(
100,000
80,000
60,000
40,000
20,000
1500000
1000000
500000
0
2005
0
2006
2007
2008
2009
0
2005
2006
0
2007
2008
2009
2
3
Data for Revenues by Year
graph should be as follows:
2008 – 1,592,608
2007 – 1,394,939
2006 – 1,228,447
2005 – 1,032,303
2004 – 859,789
Data for Net Earnings by Year
graph should be as follows:
2008 – 90,189
Data for Net Earnings by Year
graph should be as follows:
2008 – 90,189
To our
shareholders
A aron’s delivered good news in 2009 — to our cus-
tomers, our shareholders, our associates, and many
others who contributed to the Company’s success.
We continued our strong operating performance in the most
challenging economic climate in decades. The Aaron’s model
is especially good news for those who enter our stores, as
we offer a broad selection of high-quality home furnishings
to the credit-constrained consumer, with affordable prices,
first rate service, and the flexibility of returning the mer-
chandise at any time with no further obligation. The key to
our success is outstanding execution of a tested and proven
winning strategy and a superior business model.
Company revenues in 2009 increased 10% compared to
the same period in 2008, and earnings from continuing
operations increased 32%. This is good news in any year, but
we feel it is an especially outstanding achievement in the
environment of 2009. Diluted earnings per share from con-
tinuing operations for the year were $2.07, a 31% increase
from the $1.58 recorded in 2008. Diluted earnings per share
after considering discontinued operations were up 24% to
$2.06 compared to $1.66 last year. At the end of the year,
almost 1.3 million consumers were customers of our Com-
pany-operated and franchised stores, an increase of 16%
over last year. The increase in customers resulted in record
revenues for the year of $1.753 billion. In addition, revenues
for our franchisees, which are not revenues of Aaron’s, Inc.,
increased 14% for the year to $759 million. Company-
operated stores achieved more than an 8% increase in same
store revenue growth in 2009, and our customer growth has
exceeded revenue growth over the past several years. Aaron’s
is clearly gaining market share, by attracting customers with
higher household incomes than it has historically. Employ-
ment trends are always a concern, but Aaron’s is succeeding
in some of the most difficult markets, posting same store
revenue growth in practically all states with double digit
unemployment levels.
During the year, we opened 85 new Company-operated and
84 new franchised stores. At the end of 2009, there were
1,694 Aaron’s stores open (1,097 Company-operated and
597 franchised stores), an 8.8% increase over the system-
wide store count at the end of 2008. We expect to con-
tinue to expand our store base in 2010 with net growth in
the 5%–9% range with, for the most part, an equal mix of
Company-operated and franchised stores.
As in previous years, the franchise system grew during
the year, and we awarded area development agreements
to open 159 additional franchised stores. We ended 2009
with a pipeline of 269 awarded franchised stores which we
expect will open during the next few years. It is particularly
rewarding to note that again this year several prominent,
independent rent-to-own operators converted their stores
to Aaron’s franchised stores, and we welcome these new
franchisees to the Aaron’s family.
Financial strength is always good news, particularly so in the
current environment. The Company generated $193.7 mil-
lion in cash flow from operations in 2009, the highest level
in our history. We increased our dividend for the sixth year
in a row. At the end of 2009, cash on hand was $109.7 mil-
lion compared to $7.4 million at the end of 2008. We had no
borrowings under our revolving credit agreement and only a
relatively small amount of other debt.
4
A major event of 2009 was the change in our corporate
name from Aaron Rents, Inc., to Aaron’s, Inc. This name
change was the natural culmination of the evolution from
our legacy business of furniture rental. Fifty-five years ago
the Company was started with $500 and some folding chairs.
For many years, we grew through expanding our base of
rental stores. By the late 1980s, the marketplace was chang-
ing, and furniture rental had become more of a corporate
relocation business. Aaron’s introduced the concept of sales
and lease ownership in the rental stores in 1987. Since that
time, the sales and lease ownership business has been the
engine of corporate growth. In 2008, the Company sold sub-
stantially all of the assets of its legacy business, then known
as the Aaron’s Corporate Furnishings division. The new
name, Aaron’s, Inc., aligns the corporate name with our store
signage and our marketing images. With the change in the
corporate name, our stock symbols were also changed and
trade as AAN and AAN.A on the New York Stock Exchange.
Several management promotions were made in 2009 in the
Aaron’s Sales & Lease Ownership division. Scott L. Harvey
was promoted to Vice President, Management Development;
Michael C. Bennett was appointed Vice President, Great Lakes
Operations; and Jason M. McFarland was promoted to Vice
President, Mid-American Operations. In addition, Ronald
M. Benedit was appointed Vice President, Operations and
Christy E. Cross Vice President, Sales for the Aaron’s Office
Furniture division.
military personnel, including the Wounded Warrior program
and the United States Armed Forces Foundation. Recently,
Aaron’s along with Spencer Smith, an owner of 21 Aaron’s
franchised stores, responded to the catastrophic earthquake
in Haiti by donating two solar-powered electric systems to
provide power to sustain two medical centers and 34 treat-
ment tents. Aaron’s is proud of giving back to the communi-
ties we serve and fulfilling its role as a responsible corporate
citizen.
We remain confident that 2010, our 55th year of operation,
will also be one of growth in revenues, earnings, stores, cus-
tomers, and overall performance. We have come a long way
since those early days. Aaron’s has strong operating momen-
tum, a seasoned management team, and outstanding asso-
ciates. As always, our success is a reflection of the loyalty
and support of our shareholders and business partners.
R. Charles Loudermilk, Sr.
Chairman
Through the years, Aaron’s has been active in community
service through ACORP, Aaron’s Community Outreach Pro-
gram. We also have been involved in projects supporting our
Robert C. Loudermilk, Jr.
President and Chief Executive Officer
5
More Good News
The Aaron’s sales & Lease ownership
Program is Good News for consumers
• No credit applications
• No application fees
• No balloon payments
• Lower cost of ownership
• Flexible payment options (cash, check, credit
and debit cards)
• Flexible lease terms
• Free same or next-day delivery
• Quality, brand-name products
• Broad product selection in attractive stores
• No long-term financial obligation
• Repair or replacement guarantees
• 55 years of outstanding service
Aaron’s Delivers Good Products,
Good Value and Good service to almost
1.3 Million customers.
Aaron’s has grown into one of the largest specialty retail-
ers of furniture, consumer electronics and home appliances.
Compared to traditional credit retailers, the Aaron’s Sales &
Lease Ownership concept offers the consumer flexibility — they
can return leased merchandise with no further obligation.
A traditional credit sale creates a finite and defined finan-
cial obligation, but an Aaron’s lease ownership agreement
can provide customers with more flexible payment options.
Flexible lease terms (12, 18 or 24 months) allow consumers
to select the most appropriate payment plan for them. Lease
terms can be extended to make products available at lower
monthly payments.
In addition to attractive payment options, Aaron’s is distin-
guished by a commitment to customer service. Free same- or
next-day delivery is made possible by a network of 17 regional
fulfillment centers. Also, nationwide service centers provide
merchandise repair service.
Market share Growth is Good News
in a Difficult Economy.
At year-end, the Company had 829,000 corporate custom-
ers and 451,000 franchised customers, a 16% increase in
total customers over the number at the end of 2008. Our
target customer base, households with annual incomes
of $50,000 or less, is quite large. Same store revenues
for Company-operated stores increased more than 8% in
2009 compared to 2008. In addition, the customer count
for Company-operated stores has substantially exceeded
revenue gains on a same-store comparison for the past several
years. We believe Aaron’s is attracting a broader spectrum of
consumers than in the past and is expanding the market to
reach customers with higher income levels. Approximately
70% of Aaron’s customers are repeat customers. If a consumer
tries Aaron’s, that person is likely to become a loyal customer.
Aaron’s brings customers the products they want at prices
they can afford. With the Company’s superior buying power,
the best products are sourced at the best prices. The Company
offers national brands such as JVC, Mitsubishi, Philips, Sharp,
Dell, HP, Maytag, Frigidaire and many others. The long-term
trend in home electronics is price deflation which allows the
Company to continually offer new products and new catego-
ries at price points desirable to our customers. Over the past
few years, leasing of large screen and flat panel televisions has
become increasingly popular. In 2009, Aaron’s was one of the
largest purchasers of Mitsubishi televisions in America. Home
electronics currently represent approximately 37% of revenues
with furniture the second largest category at 30%.
6
During 2009, consumer spending was significantly
constrained by economic pressures. The strong
performance of Aaron’s, particularly compared to
other retailers, attracted substantial media attention
on both the local and national level and in print, elec-
tronic, and online media.
Journalists identified the flexible nature of the sales
and lease ownership model as a factor in the com-
pany’s market share growth and the increasing appeal
to a more upscale customer.
From Bloomberg,
© 8/6/2009 Bloomberg. All rights reserved.
Used by permission and protected by the Copyright Laws of the
United States. The printing, copying, redistribution, or retransmission
of the Material without express written permission is prohibited. www.
bloomberg.com
In an interview aired on Bloomberg, cEo Robin Loudermilk
expressed optimism regarding the company’s future. He noted
that “an increasing number of consumers with annual house-
hold incomes of $60,000 to $80,000 are choosing to lease
instead of using cash to pay for the entire cost of televisions and
bedroom sets” in order to conserve liquidity. He also noted the
potential to add another 1,000 stores in the United states.
Broadcast journalists took particular note of Aaron’s success in
hard-hit markets. The company achieved strong revenue growth
in several states with high unemployment rates such as Michigan
and ohio.
Atlanta’s Business to Business
magazine named Aaron’s, Inc.
“company of the Year” at its
annual awards dinner in January of 2010.
6
7
NewswireReprintAug. 6, 2009 (Bloomberg) — Aaron’s Inc., thechain of furniture rental stores, plans to open asmany as 1,500 more outlets “in the comingyears” as it tries to entice more higher-incomecustomers to rent big-ticket items instead ofbuying them, Chief Executive Officer RobinLoudermilk said.An increasing number of patrons with annualhousehold incomes of $60,000 to $80,000 arechoosing to rent-to-own instead of using cash topay for the entire cost of televisions and bedroomsets, Loudermilk said today in an interview.Previously, Aaron’s customers had averageincome of less than $50,000 a year.Transportation (TRN)Adding more stores will help Aaron’s keepthese wealthier customers for repeat business,Loudermilk said. About 70 percent of customershave already rented from Aaron’s before, he said.“We still got another 1,000 to 1,500 stores wecan open in the U.S. in the coming years,”Loudermilk said, without being more specific onthe timing. That figure includes 280 locationsfranchisees plan to open, Atlanta-based Aaron’shas said.Aaron’s had an 18 percent increase in totalcustomers for the three months ended in June asit added about 45 stores, bringing the total to1,613, the company said on July 21.Adding another 1,000 to 1,500 locations in theU.S. and Canada would make Aaron’s about asbig as 3,000-store competitor Rent-A-Center Inc.,Loudermilk said.Aaron’s may eventually offer franchises inEurope, said Loudermilk, 50, who became CEOlast year.Same-Store Sales The rate at which the company has to write offitems as uncollectible has remained at 2 percentto 3 percent over the past 25 years, Chief FinancialOfficer Gilbert Danielson said. That hasn’tchanged even during the current recession that isthe worst since the Great Depression, he said.“People don’t want the obligation, and theyknow that with us if they lose their job orsomething happens and they can no longer affordthe items, they can call us and we pick it up,”Loudermilk said. “Even people who are stillworking, still have jobs, don’t want to spend theircash all at once.”Aaron’s same-store sales rose 8.4 percent inthe second quarter. In 13 of the states it operatesin, the unemployment rate is more than 10percent and the company posted same-storesales gains in 12 of those states, Danielsonadded. Nevada was the only one where suchsales slid, he said, while Michigan and Floridaboth posted increases.Average Monthly Payments The average monthly payment for Aaron’scustomers fell to about $140 from $152 a yearago after the company lengthened the duration ofrentals to 24 months from 18 months, Danielsonsaid.Aaron’s rents items without requiring creditchecks, so customers can pay by the month asthey pay off the full amount. It says it caters topeople who shop at discount retailers includingWal-Mart Stores Inc. and can’t afford to pay cashor don’t have the credit to buy items frombusinesses such as Best Buy Co., the world’slargest electronics retailer.Aaron’s was founded in 1955 by R. CharlesLoudermilk Sr., who is chairman after steppingdown as CEO last year so his son could take over.Aaron’s fell 12 cents to $28.50 at 4:02 p.m. inNew York Stock Exchange composite trading. Theshares have risen 7.1 percent this year.Aaron’s Sees Adding 1,500 Stores,Wealthier PatronsBy Mary Jane CredeurTransmitted and then reprinted from Bloomberg with permission on August 6, 2009.
4
Aaron’s
became a public company in
1982 with 68 stores in 11 states.
Twenty-eight years later, there
are over 1,700 stores in the
Aaron’s system in 48 states
and canada. There
continue to be attractive
4
growth opportunities in the
majority of our markets.
Store Count as of December 31, 2009
Company Stores — 1,082
Franchised Stores — 597
Aaron’s Office Furniture Stores — 15
Fulfillment Centers — 17
MacTavish Manufacturing — 11
Locations Within the United states and canada
8
4
23
4
7
1
24
32 1
26
3
2
12
5
5
5
8
7
5
20
2
22
9
12
32 1
2
1
15
18 1
25
13
12
1
47
13
12
1
7
31
164
1
2
4
40
1
38
22
28
18
9
3
11
5
1 1
29
1
20
1
64
2
1 23
6
29
27
17
29
15
1
1
1
4
86
7
2
428
51
1
3
1
45 1
3
1
2
34 1
2
86
2
6
2
18
101
3
19
1
1
1
1
8
6
1
1
1
12
5
13
51
4
4
4
23
4
7
1
24
32 1
26
3
2
9
12
32 1
2
1
7
5
20
2
22
5
5
8
13
12
1
7
31
164
1
2
4
40
15
18 1
25
13
12
1
47
Locations Within the United states and canada
1
1
8
6
1
1
1
12
5
13
51
28
18
9
3
5
1 1
1
22
38
11
29
1
20
1
64
2
1 23
12
5
6
29
27
17
29
15
1
1
1
4
86
7
2
428
51
1
3
1
1
2
34 1
2
86
2
6
2
18
45 1
3
101
1
1
3
19
9
In addition to selection, service and value, Aaron’s offers a
superior shopping experience. The typical Aaron’s store is 9,000
square feet, attractively merchandised in a leased endcap or
free-standing building. The Aaron’s store format has proven
successful in urban, suburban and rural markets. In many
cases, Aaron’s stores draw customers from more than 20 miles
away. The stores are open six days a week. In-house real estate
and marketing departments coordinate to develop signature
signage and store décor. Stores are remodeled on a regular
schedule. Approximately 50% of Company-operated stores are
more than five years old and, as a group, are still showing same
store revenue growth.
The Good News of Growth
Last year was one of growth; growth in market share, customer
count, store base, revenues, earnings and most other metrics.
This growth is good news to communities as Aaron’s brings
needed jobs. Unlike many companies, Aaron’s added jobs in
2009, expanding the Company workforce by 4%. Net system-
wide store count increased 8.8% in 2009 as the Company
opened 85 new Company-operated stores and 84 franchised
stores. Weakness in the real estate market has afforded Aaron’s
the opportunity to secure attractive new store locations at
reduced prices. In addition, the Company has been able to
renew leases of existing stores on favorable terms.
Aaron’s plans to increase net store count by 5% to 9% in 2010,
a combination of Company-operated and franchised stores. At
year-end 2009, Aaron’s had 1,071 Company-operated sales and
lease ownership stores, 590 franchised stores, 11 Company-
operated RIMCO stores, seven franchised RIMCO stores and 15
Aaron’s Office Furniture stores for a total of 1,694 stores.
A Healthy Franchise system
Leverages a Winning Business Model
The franchise system is a key strength of Aaron’s. The franchise
program, which was initiated in 1992, now numbers nearly
600 stores. Franchisees benefit from the Company’s market-
ing expertise, buying power and nationally-recognized brand.
Franchisees also participate in extensive in-house training
programs and benefit from the Company’s real estate exper-
tise. Franchisees pay an upfront fee and an ongoing royalty fee
based on a percentage of weekly revenues.
During 2009, the Company awarded area development agree-
ments to open 159 additional franchised stores. At the end of
December 2009, there were 269 franchise stores in the pipeline
that are expected to open in the next few years. Validating
the Company’s business model is the recent trend of small,
privately-held, rent-to-own operators becoming Aaron’s fran-
chisees and converting their stores to our lease ownership
model.
The franchise program has been an integral component of
Aaron’s growth and is a significant asset to our business model.
The program has facilitated the expansion and growth of the
Aaron’s brand, leveraging the growth of Company-operated
stores. Experienced and successful franchisees bring invaluable
management and business expertise to Aaron’s and continue
to be a key part of the Company’s expansion plans.
Balance sheet strength Provides
a competitive Edge
Aaron’s capital structure is also good news for shareholders.
At the end of 2009, the Company had more than $109 mil-
lion cash on hand, no outstanding debt under its $140 million
revolving credit facility, a relatively small amount of other
long-term debt, and the capability of self-funding capital
spending in 2010 and beyond. A new Aaron’s store normally
requires $600,000 to $700,000 of cash to operate in its first
year and typically reaches positive cash flow during its second
year of operation. Capital is required to cover operating losses
until monthly revenues sufficiently offset operating expenses.
Currently less than 20% of Company-operated stores are under
two years old, which bodes well for the Company’s financial
stability. Unlike many companies, Aaron’s has not cut cash
dividends in recent quarters but has increased the payout to
shareholders for six consecutive years.
More than 55 Million Americans
see the Aaron’s Brand Every Year
Marketing expertise is good news for Aaron’s. The Company
has successfully built a national brand, a recognizable logo and
a strong, credible identity. The power of the Aaron’s brand has
been carefully developed and managed by a talented, internal
marketing team. Aaron’s has an active sports marketing cam-
paign, ranging from its sponsorship of the national champion
University of Alabama Crimson Tide football team, to its well-
established partnerships in NASCAR. The Aaron’s logo is highly
visible in collegiate stadiums, racetracks and arenas in major
markets throughout the U.S.
Aaron’s is perhaps best known for its long affiliation with
Michael Waltrip Racing. David Reutimann drives the Aaron’s
#00 Dream Machine in the NASCAR Sprint Cup Series races
reinforcing Aaron’s advertising offering customers a chance to
“Drive Dreams Home.” The Aaron’s Lucky Dog mascot is inte-
10
our chief operating officer, Ken Butler, celebrated his 36th year
with Aaron’s in 2009. Ken has led the sales and lease ownership
operations since inception and is often the public face of Aaron’s
in television advertising.
several business journalists noted that Aaron’s has bucked the
trend of corporate dividend cuts and declining payout ratios and
has raised the quarterly cash dividend each year since 2004.
Aaron’s was cited by U.s. News & World Report as one of
a select group of retailers growing during the recession.
out of a study of 140 retailers, Aaron’s was highlighted
for market share growth and increases in both revenues
and earnings during a period of consumer spending
declines. The study noted that Aaron’s has clearly outpaced
other retailers of hard goods such as home electronics and
appliances.
Aaron’s continues to refine
and broaden marketing
activities. The “shopaar-
ons.com” website was
enhanced and revamped,
rolling out 3-D graphics.
The Aaron’s “Dream Team”
capitalizes on the compa-
ny’s deep ties to NAscAR
including sponsorship of
drivers Michael Waltrip
and David Reutimann.
10
11
In April, Aaron’s hosted its first ever Wounded Warrior 5K to
benefit the Wounded Warrior Project, a national organization
supporting wounded veterans. In addition to the 5K Walk/Run,
Aaron’s contributed $10,000 to the Wounded Warrior Project and
held a one month in-store promotion to raise additional money
and to create awareness for the organization.
National Lucky Dog Day was the cul-
mination of a sweepstakes aimed at
inactive customers. Aaron’s distrib-
uted more than 1.7 million letters
with unique prize numbers during
the contest. The grand prize win-
ner, Ruth Usher of Perry, Georgia
was surprised at her door one morning with prizes of furniture,
name-brand appliances and electronics valued at $14,000.
Mrs. Usher, a mother of five with 23 grandchildren and four
great-grandchildren was thrilled, saying “I am so grateful to
Aaron’s — this prize will benefit my entire family who will share
this with me. The timing is so appropriate because it is a season
of thanksgiving.”
Aaron’s is known for a highly successful sports marketing
program including affiliations with several NBA teams (the
Mavericks, Rockets, spurs and cavaliers), the WNBA (through a
sponsorship of the Atlanta Dream) and numerous NcAA collegiate
teams. We are proud to be a sponsor of the University of Alabama
crimson Tide national champion football team as well as the
Georgia Tech and University of Texas
athletic programs.
our NAscAR race sponsorships generate an estimated
$80+ million in value of in-broadcast expo-
sure during the race season and our Lucky
Dog mascot is a valuable asset at trackside, at
store openings and promotional events and
in our advertising. David Reutimann, driver
of the Aaron’s Dream Machine, collected his
first cup series win and had an exceptionally
successful NAscAR cup racing season, earn-
ing him the nickname of “The Franchise.”
12
13
grated into motorsports television broadcasts and is a fixture
at store openings, corporate gatherings and public events and
has been the basis for a variety of promotional activities. Over
200,000 fans attended the Aaron’s 499 and Aaron’s 312 races
during the Aaron’s Dream Weekend at Talladega Superspeed-
way. Those races were some of the most-watched television
events in all of sports in 2009. The NASCAR theme is woven
into all aspects of operations and connects Aaron’s from the
racetrack to the showroom floor. The Company’s sports part-
nerships, together with a targeted media approach, increase
the exposure of the Aaron’s brand and reach more than 55
million consumers every year.
In addition to sports sponsorships, the Company has an active
direct marketing program with more than 28 million circulars
delivered each month. Aaron’s in-house advertising agency
produces television and radio ads as well as print material.
Thanks to the success of marketing and branding efforts, Aar-
on’s has become known as a home furnishings and electronics
destination for millions of consumers.
In-house Manufacturing
is an Advantage
The MacTavish Furniture Industries division operates 11 facilities
in five states. Most production is shipped to Company-operated
and franchised stores. The division manufactured approximately
$72 million at cost of furniture and bedding in 2009. We believe
the ability to control quality, durability, styling, cost and supply
through Company-operated manufacturing facilities is a dis-
tinct competitive advantage. In addition to producing high-
quality upholstered furniture and bedding, MacTavish is a key
employer in the communities where plants are located.
other concepts offer Promise
While sales and lease ownership is the engine of corporate
growth, at the end of 2009 the Company also operated 15
Aaron’s Office Furniture stores. In 2008, the Company sold
most of the assets of its legacy business, the Aaron’s Corporate
Furnishings division, and retained the current Aaron’s Office
Furniture stores. The office furniture stores have struggled and
the Company is making changes that we expect will improve
both revenue and overall financial performance. These opera-
tions, however, are closely tied to general economic conditions
and significant improvement is not expected until economic
conditions improve. The RIMCO stores, the custom wheels and
tires business, have also failed to meet expectations; however,
some recent improvements should bode well for stronger
future results.
Aaron’s success is in the News
Aaron’s success has not escaped media attention. The Com-
pany has received substantial national media exposure during
the past year. Fortune Magazine featured Aaron’s successful
model and why its business is looking up in a down economy.
The Company was recognized by U.S. News & World Report
in its study of more than 140 retailers with substantial sales,
looking for consistency of success and growth as particularly
important factors. Aaron’s was named one of the 10 best
retailers in this study.
Aaron’s cares
Historically, Aaron’s has been active in the communities served
by its stores. Through ACORP (Aaron’s Community Outreach
Program), Aaron’s associates have volunteered thousands of
hours in community service projects in cities and towns across
the U.S. and Canada and have donated more than $6.8 million
in goods and services.
The Company has become active in the Wounded Warrior pro-
gram and was recently presented the “Humanitarian of the
Year Award” by the United States Armed Forces Foundation.
All associates wear a red Aaron’s shirt on Fridays in tribute to
the men and women serving in the military.
The Company responded to the catastrophic earthquake in
Haiti with the single largest donation in corporate history. Led
by a franchisee’s efforts, the Company sent two solar-powered
generators to Haiti which will provide enough power to keep
two medical centers and 34 treatment tents in operation.
These generators were quickly put into service, filling a critical
need in a badly damaged country.
Through ACORP, Aaron’s continues to serve the communities
where it has a presence.
The Good News continues
Aaron’s management team is the best in the business. Most
key executives have been with the Company more than 20
years — and many executives have even been with Aaron’s for
more than 30 years. This management team and the many
Aaron’s associates are poised and ready to continue to deliver
good news in the years to come.
13
(Dollar Amounts in Thousands,
Except Per Share)
Operating Results
Revenues:
Lease Revenues and Fees
Retail Sales
Non-Retail Sales
Franchise Royalties and Fees
Other
Costs and Expenses:
Retail Cost of Sales
Non-Retail Cost of Sales
Operating Expenses
Depreciation of Lease Merchandise
Interest
selected Financial Information
Year Ended
December 31,
2009
Year Ended
December 31,
2008
Year Ended
December 31,
2007
Year Ended
December 31,
2006
Year Ended
December 31,
2005
$1,310,709
$1,178,719
$1,045,804
$ 915,872
$ 772,894
43,394
327,999
52,941
17,744
43,187
309,326
45,025
16,351
34,591
261,584
38,803
14,157
40,102
224,489
33,626
14,358
36,758
185,622
29,781
7,248
1,752,787
1,592,608
1,394,939
1,228,447
1,032,303
25,730
299,727
771,634
474,958
4,299
26,379
283,358
705,566
429,907
7,818
21,201
239,755
617,106
391,538
7,587
25,207
207,217
525,980
349,218
8,567
1,576,348
1,453,028
1,277,187
1,116,189
Earnings From Continuing Operations
Before Income Taxes
Income Taxes
Net Earnings From Continuing Operations
(Loss) Earnings From Discontinued Operations,
Net of Tax
Net Earnings
176,439
63,561
112,878
(277)
$ 112,601
Earnings Per Share From Continuing Operations
$ 2.09
Earnings Per Share From Continuing Operations
Assuming Dilution
(Loss) Earnings Per Share From Discontinued Operations
(Loss) Earnings Per Share From Discontinued Operations
Assuming Dilution
139,580
53,811
85,769
117,752
44,327
73,425
112,258
41,355
70,903
4,420
$ 90,189
$ 1.61
6,850
$ 80,275
$ 1.35
7,732
$ 78,635
$ 1.35
1.58
.08
.08
1.33
.13
.13
1.33
.15
.14
23,236
172,807
454,548
292,091
7,376
950,058
82,245
30,530
51,715
6,278
$ 57,993
$ 1.03
1.02
.13
.12
.065
.061
.057
.054
.065
.061
.057
.054
2.07
(.01)
(.01)
.069
.069
Dividends Per Share:
Common Stock
Class A Common Stock
Financial Position
Lease Merchandise, Net
Property, Plant and Equipment, Net
Total Assets
Debt
Shareholders’ Equity
At Year End
Stores Open:
Company-Operated
Franchised
Lease Agreements in Effect
Number of Employees
$ 682,402
$ 681,086
$ 558,322
$ 550,205
$ 486,797
227,616
1,321,456
55,044
887,260
1,097
597
1,171,000
10,000
224,431
1,233,270
114,817
761,544
1,053
504
1,017,000
9,600
243,447
1,113,176
185,832
673,380
1,030
484
820,000
9,100
167,323
979,606
129,974
607,015
857
441
734,000
7,900
131,612
858,515
211,873
434,471
760
392
655,000
7,100
14
15
Management’s Discussion and Analysis of
Financial condition and Results of operations
overview
Aaron’s, Inc. is a leading specialty retailer of consumer electronics,
computers, residential and office furniture, household appliances
and accessories. Our major operating divisions are the Aaron’s
Sales & Lease Ownership Division and the MacTavish Furniture
Industries Division, which manufactures and supplies the majority
of the upholstered furniture and bedding leased and sold in our
stores.
Aaron’s has demonstrated strong revenue growth over the
last three years. Total revenues have increased from $1.395 bil-
lion in 2007 to $1.753 billion in 2009, representing a compound
annual growth rate of 12.1%. Total revenues for the year ended
December 31, 2009 were $1.753 billion, an increase of $160.2
million, or 10.1%, over the prior year.
Most of our growth comes from the opening of new sales
and lease ownership stores and increases in same store revenues
from previously opened stores. We added a net of 45 company-
operated sales and lease ownership stores in 2009. We spend on
average approximately $600,000 to $700,000 in the first year
of operation of a new store, which includes purchases of lease
merchandise, investments in leasehold improvements and financ-
ing first year start-up costs. Our new sales and lease ownership
stores typically achieve revenues of approximately $1.1 million in
their third year of operation. Our comparable stores open more
than three years normally achieve approximately $1.4 million in
unit revenues, which we believe represents a higher unit revenue
volume than the typical rent-to-own store. Most of our stores
are cash flow positive in the second year of operations following
their opening.
We also use our franchise program to help us expand our
sales and lease ownership concept more quickly and into more
areas than we otherwise would by opening only company-oper-
ated stores. Our franchisees added a net of 93 stores in 2009. We
purchased 19 franchised stores during 2009. Franchise royalties
and other related fees represent a growing source of high mar-
gin revenue for us, accounting for approximately $52.9 million
of revenues in 2009, up from $38.8 million in 2007, representing
a compounded annual growth rate of 16.8%.
SAME STORE REvENuES. We believe the changes in same store
revenues are a key performance indicator. The change in same
store revenues is calculated by comparing revenues for the year
to revenues for the prior year for all stores open for the entire
24-month period, excluding stores that received lease agreements
from other acquired, closed or merged stores.
Key components of Income
In this management’s discussion and analysis section, we review
the company’s consolidated results including the five components
of our revenues (lease revenues and fees, retail sales, non-retail
sales, franchise royalties and fees, and other revenues), costs of
sales and expenses (of which depreciation of lease merchandise is
a significant part).
REvENuES. We separate our total revenues into five components:
lease revenues and fees, retail sales, non-retail sales, franchise
royalties and fees, and other revenues. Lease revenues and fees
include all revenues derived from lease agreements from our
stores, including agreements that result in our customers acquiring
ownership at the end of the term. Retail sales represent sales of
both new and lease return merchandise from our stores. Non-retail
sales mainly represent new merchandise sales to our sales and
lease ownership division franchisees. Franchise royalties and fees
represent fees from the sale of franchise rights and royalty pay-
ments from franchisees, as well as other related income from our
franchised stores. Other revenues include, at times, income from
gains on asset dispositions and other miscellaneous revenues.
COST OF SAlES. We separate our cost of sales into two compo-
nents: retail and non-retail. Retail cost of sales represents the
original or depreciated cost of merchandise sold through our
company-operated stores. Non-retail cost of sales primarily repre-
sents the cost of merchandise sold to our franchisees.
OPERATiNg ExPENSES. Operating expenses include personnel costs,
selling costs, occupancy costs, and delivery, among other expenses.
DEPRECiATiON OF lEASE MERChANDiSE. Depreciation of lease
merchandise reflects the expense associated with depreciating
merchandise held for lease and leased to customers by our stores.
critical Accounting Policies
Revenue Recognition.
Lease revenues are recognized in the month they are due on the
accrual basis of accounting. For internal management reporting
purposes, lease 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 lease revenues due
but not yet received, net of allowances, and a deferral of revenue
for lease payments received prior to the month due. Our revenue
recognition accounting policy matches the lease revenue with
the corresponding costs, mainly depreciation, associated with the
lease merchandise. At December 31, 2009 and 2008, we had a
revenue deferral representing cash collected in advance of being
due or otherwise earned totaling $37.4 million and $32.2 million,
respectively, and an accrued revenue receivable, net of allowance
for doubtful accounts, based on historical collection rates of $5.3
million and $4.8 million, respectively. Revenues from the sale of
merchandise to franchisees are recognized at the time of receipt
of the merchandise by the franchisee and revenues from such sales
to other customers are recognized at the time of shipment.
lease Merchandise.
Our sales and lease ownership division depreciates merchandise
over the agreement period, generally 12 to 24 months when
14
15
leased, and 36 months when not leased, to 0% salvage value. Our
office furniture stores depreciate merchandise over the lease own-
ership agreement period, generally 12 to 24 months when leased,
and 60 months when not leased or when on a rent-to-rent agree-
ment, to 0% salvage value. Sales and lease ownership merchandise
is generally depreciated at a faster rate than our office furniture
merchandise. Our policies require weekly lease merchandise
counts by store managers and write-offs for unsalable, damaged,
or missing merchandise inventories. Full physical inventories are
generally taken at our fulfillment and manufacturing facilities two
to four times a year with appropriate provisions made for missing,
damaged and unsalable merchandise. In addition, we monitor
lease merchandise levels and mix by division, store and fulfillment
center, as well as the average age of merchandise on hand. If
unsalable lease merchandise cannot be returned to vendors, its
carrying value is adjusted to net realizable value or written off. All
lease merchandise is available for lease and sale.
We record lease merchandise carrying value adjustments on
the allowance method, which estimates the merchandise losses
incurred but not yet identified by management as of the end of
the accounting period. Lease merchandise adjustments totaled
$38.3 million, $34.5 million, and $29.0 million for the years
ended December 31, 2009, 2008, and 2007, respectively.
lEASES AND ClOSED STORE RESERvES. The majority of our com-
pany-operated stores are operated from leased facilities under
operating lease agreements. The majority of these leases are for
periods that do not exceed five years. Leasehold improvements
related to these leases are generally amortized over periods that
do not exceed the lesser of the lease term or five years. While
a majority of our leases do not require escalating payments,
for the leases which do contain such provisions we record the
related lease expense on a straight-line basis over the lease
term. Finally, we do not generally obtain significant amounts of
lease incentives or allowances from landlords. The total amount
of incentives and allowances received in 2009, 2008, and 2007
totaled $1.1 million, $946,000, and $1.4 million, respectively.
Such amounts are recognized ratably over the lease term.
From time to time, we close or consolidate stores. Our primary
cost associated with closing or consolidating stores is the future
lease payments and related commitments. We record an estimate
of the future obligation related to closed or consolidated 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. For the years ended
December 31, 2009 and 2008, our reserve for closed or consoli-
dated stores was $2.3 million and $3.0 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, 2009.
iNSuRANCE PROgRAMS. Aaron’s maintains insurance contracts
to fund workers compensation, vehicle liability, general liability
and group health insurance claims. Using actuarial analysis and
projections, we estimate the liabilities associated with open
and incurred but not reported workers compensation, vehicle
liability and general liability claims. This analysis is based upon
an assessment of the likely outcome or historical experience,
net of any stop loss or other supplementary coverage. We also
calculate the projected outstanding plan liability for our group
health insurance program. Our gross liability for workers com-
pensation insurance claims, vehicle liability, general liability and
group health insurance was $22.5 million and $19.7 million at
December 31, 2009 and 2008, respectively. In addition, we have
prefunding balances on deposit with the insurance carriers of
$19.8 million and $20.0 million at December 31, 2009 and 2008,
respectively.
If we resolve insurance claims for amounts that 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, 2009. 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 differ-
ent conditions occur in future periods.
iNCOME TAxES. The calculation of our income tax expense
requires significant judgment and the use of estimates. We peri-
odically assess tax positions based on current tax developments,
including enacted statutory, judicial and regulatory guidance. In
analyzing our overall tax position, consideration is given to the
amount and timing of recognizing income tax liabilities and ben-
efits. In applying the tax and accounting guidance to the facts
and circumstances, income tax balances are adjusted appropri-
ately through the income tax provision. Reserves for income tax
uncertainties are maintained at levels we believe are adequate
to absorb probable payments. Actual amounts paid, if any, could
differ significantly from these estimates.
We use the liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are recog-
nized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
Valuation allowances are established, when necessary, to reduce
deferred tax assets when we expect the amount of tax benefit
to be realized is less than the carrying value of the deferred tax
asset.
Results of operations
Year Ended December 31, 2009 versus Year Ended
December 31, 2008
The Aaron’s Corporate Furnishings division is reflected as a dis-
continued operation for all periods presented. The following table
shows key selected financial data for the years ended December
31, 2009 and 2008, and the changes in dollars and as a percentage
to 2009 from 2008.
16
17
(in Thousands)
Revenues:
Lease Revenues and Fees
Retail Sales
Non-Retail Sales
Franchise Royalties and Fees
Other
Costs and Expenses:
Retail Cost of Sales
Non-Retail Cost of Sales
Operating Expenses
Depreciation of Lease Merchandise
Interest
Earnings From Continuing
Operations Before income Taxes
income Taxes
Net Earnings From Continuing
Operations
(loss) Earnings From Discontinued
Operations, Net of Tax
Net Earnings
Year Ended
December 31,
2009
Year Ended
December 31,
2008
increase/(Decrease)
in Dollars to 2009
from 2008
% increase/
(Decrease) to
2009 from 2008
$1,310,709
43,394
327,999
52,941
17,744
1,752,787
25,730
299,727
771,634
474,958
4,299
1,576,348
176,439
63,561
$1,178,719
43,187
309,326
45,025
16,351
1,592,608
26,379
283,358
705,566
429,907
7,818
1,453,028
139,580
53,811
$ 131,990
207
18,673
7,916
1,393
160,179
(649)
16,369
66,068
45,051
(3,519)
123,320
36,859
9,750
112,878
85,769
27,109
11.2%
0.5
6.0
17.6
8.5
10.1
(2.5)
5.8
9.4
10.5
(45.0)
8.5
26.4
18.1
31.6
(277)
4,420
(4,697)
$ 112,601
$ 90,189
$ 22,412
(106.3)
24.9%
Revenues
The 10.1% increase in total revenues, to $1.753 billion in 2009
from $1.593 billion in 2008, was due mainly to a $132.0 million, or
11.2%, increase in lease revenues and fees revenues, plus an $18.7
million increase in non-retail sales. The $132.0 million increase in
lease revenues and fees revenues was attributable to our sales and
lease ownership division, which had a 8.1% increase in same store
revenues during the 24 month period ended December 31, 2009
and added a net 68 company-operated stores since the beginning
of 2008.
The 6.0% increase in non-retail sales (which mainly represents
merchandise sold to our franchisees), to $328.0 million in 2009
from $309.3 million in 2008, was due to the growth of our fran-
chise operations and our distribution network. The total number
of franchised sales and lease ownership stores at December 31,
2009 was 597, reflecting a net addition of 113 stores since the
beginning of 2008.
The 17.6% increase in franchise royalties and fees, to $52.9
million in 2009 from $45.0 million in 2008, primarily reflects an
increase in royalty income from franchisees, increasing 15.9%
to $42.3 million in 2009 compared to $36.5 million in 2008. The
increase is due primarily to the growth in the number of fran-
chised stores and same store growth in the revenues of existing
stores.
Other revenues increased 8.5% to $17.7 million in 2009
from $16.4 million in 2008. Included in other revenues in 2009
is a $7.8 million gain from the sales of the assets of 39 stores.
Included in other revenues in 2008 is an $8.5 million gain on the
sales of the assets of 41 stores.
Cost of Sales
Cost of sales from retail sales decreased 2.5% to $25.7 million
in 2009 compared to $26.4 million in 2008, with retail cost of
sales as a percentage of retail sales decreasing to 59.3% and from
61.1% in 2008 as a result of improved pricing and lower product
cost.
Cost of sales from non-retail sales increased 5.8%, to $299.7
million in 2009 from $283.4 million in 2008, and as a percentage
of non-retail sales, was consistent at 91.4% in 2009 and 91.6%
in 2008.
Expenses
Operating expenses in 2009 increased $66.1 million to $771.6 mil-
lion from $705.6 million in 2008, a 9.4% increase. As a percentage
of total revenues, operating expenses were 44.0% for the year
ended December 31, 2009, and 44.3% for the comparable period
in 2008. Operating expenses decreased as a percentage of total
revenues for the year mainly due to increased revenues which
16
17
primarily resulted from the maturing of new Company-operated
sales and lease ownership stores, less new store start-up expenses,
and the 8.1% increase in same store revenues previously men-
tioned. Additionally, the decrease as a percentage of total rev-
enues was related to a reduction in expenses in certain areas.
Depreciation of lease merchandise increased $45.1 million
to $475.0 million in 2009 from $429.9 million during the com-
parable period in 2008, a 10.5% increase. As a percentage of
total lease revenues and fees, depreciation of lease merchandise
decreased to 36.2% from 36.5% a year ago, primarily due to
product mix and lower product cost from favorable purchasing
trends.
Interest expense decreased to $4.3 million in 2009 compared
with $7.8 million in 2008, a 45.0% decrease. The decrease in
interest expense was due to lower debt levels during 2009.
Income tax expense increased $9.8 million to $63.6 million
in 2009, compared with $53.8 million in 2008, representing an
18.1% increase. Aaron’s effective tax rate decreased to 36.0%
in 2009 from 38.6% in 2008 primarily related to the favor-
able impact of a $2.3 million reversal of previously recorded
liabilities for uncertain tax positions due to statue of limitations
expiration.
Net Earnings from Continuing Operations
Net earnings from continuing operations increased $27.1 million
to $112.9 million in 2009 compared with $85.8 million in 2008,
representing a 31.6% increase. As a percentage of total revenues,
net earnings from continuing operations were 6.4% and 5.4% in
2009 and 2008, respectively. The increase in net earnings from
continuing operations was primarily the result of the maturing of
new company-operated sales and lease ownership stores added
over the past several years, contributing to an 8.1% increase in
same store revenues, and a 17.6% increase in franchise royalties
and fees.
Discontinued Operations
Loss from discontinued operations (which represents the loss from
the former Aaron’s Corporate Furnishings division), net of tax, was
$277,000 in 2009, compared to net earnings of $4.4 million in
2008. Included in the 2008 results is a $1.2 million pre-tax gain on
the sale of substantially all of the assets of the Aaron’s Corporate
Furnishings division to CORT Business Services Corporation in the
fourth quarter of 2008.
Year Ended December 31, 2008 versus Year Ended
December 31, 2007
The Aaron’s Corporate Furnishings division is reflected as a dis-
continued operation for all periods presented. The following table
shows key selected financial data for the years ended December
31, 2008 and 2007, and the changes in dollars and as a percentage
to 2008 from 2007.
(in Thousands)
Revenues:
Lease Revenues and Fees
Retail Sales
Non-Retail Sales
Franchise Royalties and Fees
Other
Costs and Expenses:
Retail Cost of Sales
Non-Retail Cost of Sales
Operating Expenses
Depreciation of Lease Merchandise
Interest
Earnings From Continuing
Operations Before income Taxes
income Taxes
Net Earnings From Continuing
Operations
Earnings From Discontinued
Operations, Net of Tax
Net Earnings
Year Ended
December 31,
2008
Year Ended
December 31,
2007
increase/(Decrease)
in Dollars to 2008
from 2007
% increase/
(Decrease) to
2008 from 2007
$1,178,719
43,187
309,326
45,025
16,351
1,592,608
26,379
283,358
705,566
429,907
7,818
1,453,028
139,580
53,811
$1,045,804
34,591
261,584
38,803
14,157
1,394,939
21,201
239,755
617,106
391,538
7,587
1,277,187
117,752
44,327
$ 132,915
8,596
47,742
6,222
2,194
197,669
5,178
43,603
88,460
38,369
231
175,841
21,828
9,484
85,769
73,425
12,344
12.7%
24.9
18.3
16.0
15.5
14.2
24.4
18.2
14.3
9.8
3.0
13.8
18.5
21.4
16.8
4,420
6,850
(2,430)
$ 90,189
$ 80,275
$ 9,914
(35.5)
12.4%
18
19
Revenues
The 14.2% increase in total revenues, to $1.593 billion in 2008
from $1.395 billion in 2007, was due mainly to a $132.9 million,
or 12.7%, increase in lease revenues and fees, plus a $47.7 million
increase in non-retail sales. The $132.9 million increase in lease
revenues and fees was attributable to our sales and lease owner-
ship division, which had a 3.1% increase in same store revenues
during the 24 month period ended December 31, 2008 and added
192 company-operated stores since the beginning of 2007.
The 24.9% increase in revenues from retail sales, to $43.2
million in 2008 from $34.6 million in 2007, was due to increased
demand in our sales and lease ownership division.
The 18.3% increase in non-retail sales (which mainly repre-
sents merchandise sold to our franchisees), to $309.3 million
in 2008 from $261.6 million in 2007, was due to the growth
of our franchise operations and our distribution network. The
total number of franchised sales and lease ownership stores at
December 31, 2008 was 504, reflecting a net addition of 63
stores since the beginning of 2007.
The 16.0% increase in franchise royalties and fees, to $45.0
million in 2008 from $38.8 million in 2007, primarily reflects an
increase in royalty income from franchisees, increasing 22.4%
to $36.5 million in 2008 compared to $29.8 million in 2007.
The increase is due primarily to the growth in the number of
franchised stores and same store growth in the revenues in their
existing stores.
The 15.5% increase in other revenues, to $16.4 million in
2008 from $14.2 million in 2007, is primarily due to an increase
in the gain on store sales in 2008. Included in other revenues
in 2008 is an $8.5 million gain from the sales of the assets of
41 stores. Included in other revenues in 2007 are a $2.7 million
gain on the sales of the assets of 11 stores and a $4.9 million
gain from the sale of a parking deck at the Company’s corporate
headquarters.
Cost of Sales
Cost of sales from retail sales increased 24.4% to $26.4 million
in 2008 compared to $21.2 million in 2007, with retail cost of
sales as a percentage of retail sales remaining stable at 61.1% and
61.3%, respectively, for the comparable periods.
Cost of sales from non-retail sales increased 18.2%, to $283.4
million in 2008 from $239.8 million in 2007, and as a percentage
of non-retail sales, was consistent at 91.6% in 2008 and 91.7%
in 2007.
Expenses
Operating expenses in 2008 increased $88.5 million to $705.6 mil-
lion from $617.1 million in 2007, a 14.3% increase.
As a percentage of total revenues, operating expenses were
44.3% for the year ended December 31, 2008 and 44.2% for the
comparable period in 2007. Operating expenses increased slightly
as a percentage of total revenues in 2008 mainly due to the
addition of 192 company-operated stores since the beginning of
2007.
Depreciation of lease merchandise increased $38.4 mil-
lion to $429.9 million in 2008 from $391.5 million during the
comparable period in 2007, a 9.8% increase. As a percentage of
total lease revenues and fees, depreciation of lease merchandise
decreased to 36.5% from 37.4% a year ago, primarily due to
product mix and lower product cost from favorable purchasing
trends.
Interest expense increased to $7.8 million in 2008 compared
with $7.6 million in 2007, a 3.0% increase. The increase in inter-
est expense was primarily due to higher debt levels on average
throughout 2008.
Income tax expense increased $9.5 million to $53.8 million in
2008 compared with $44.3 million in 2007, representing a 21.4%
increase. Aaron’s effective tax rate was 38.6% in 2008 compared
with 37.6% in 2007 due to higher state income taxes.
Net Earnings from Continuing Operations
Net earnings from continuing operations increased $12.3 million
to $85.8 million in 2008 compared with $73.4 million in 2007,
representing a 16.8% increase. As a percentage of total revenues,
net earnings from continuing operations were 5.4% and 5.3% in
2008 and 2007, respectively. The increase in net earnings from
continuing operations was primarily the result of the maturing of
new company-operated sales and lease ownership stores added
over the past several years, contributing to a 3.1% increase in
same store revenues, and a 16.0% increase in franchise royal-
ties and fees. Additionally, included in other revenues in 2008 is
an $8.5 million gain on the sales of company-operated stores.
Included in other revenues in 2007 are a $2.7 million gain on the
sales of company-operated stores and a $4.9 million gain from the
sale of a parking deck at the Company’s corporate headquarters.
Discontinued Operations
Earnings from discontinued operations (which represents earnings
from the former Aaron’s Corporate Furnishings division), net of
tax, were $4.4 million in 2008, compared to $6.9 million in 2007.
Included in the 2008 results is a $1.2 million pre-tax gain on the
sale of substantially all of the assets of the Aaron’s Corporate
Furnishings division in the fourth quarter of 2008. Operating
results in the fourth quarter of 2008 declined significantly from
announcement of the transaction until the sale was consummated
on November 6, 2008.
Balance Sheet
CASh AND CASh EquivAlENTS. The Company’s cash balance
increased to $109.7 million at December 31, 2009 from $7.4
million at December 31, 2008. The increase in our cash balance
is due to cash flow generated from operations, less cash used by
investing and financing activities of $102.6 million. For additional
information, refer to the “Liquidity and Capital Resources” section
below.
18
19
lEASE MERChANDiSE. The increase of $1.3 million in lease mer-
chandise, net of accumulated depreciation, to $682.4 million at
December 31, 2009 from $681.1 million at December 31, 2008,
is primarily the result of continued revenue growth of new and
existing company-operated stores, partially offset by lower prod-
uct costs.
PROPERTY, PlANT AND EquiPMENT. The increase of $3.2 million in
property, plant and equipment, net of accumulated depreciation,
to $227.6 million at December 31, 2009 from $224.4 million at
December 31, 2008, is primarily the result of a series of acquisi-
tions of sales and lease ownership businesses since December 31,
2008. In 2009 the Company recorded an impairment charge of
$3.0 million on certain properties and land parcels and an impair-
ment charge of $1.3 million related to certain leasehold improve-
ments in the Aaron’s Office Furniture stores. The Company also
recorded an $838,000 impairment loss on certain leasehold assets
in 2008.
gOODwill. The $8.4 million increase in goodwill, to $194.4 million
on December 31, 2009 from $186.0 million on December 31, 2008,
is the result of a series of acquisitions of sales and lease owner-
ship businesses. During 2009, the Company acquired a total of 44
stores. The aggregate purchase price for these asset acquisitions
totaled $25.2 million, with the principal tangible assets acquired
consisting of lease merchandise and certain fixtures and equip-
ment.
OThER iNTANgiBlES, NET. The $2.3 million decrease in other
intangibles, to $5.2 million on December 31, 2009 from $7.5 mil-
lion on December 31, 2008, is the result of amortization of certain
finite-life intangible assets, net of acquisitions of sales and lease
ownership businesses mentioned above.
PREPAiD ExPENSES AND OThER ASSETS. Prepaid expenses and
other assets decreased $31.3 million to $36.1 million at December
31, 2009 from $67.4 million at December 31, 2008, primarily as a
result of a decrease in prepaid income taxes.
ACCOuNTS PAYABlE AND ACCRuED ExPENSES. The increase of
$3.4 million in accounts payable and accrued expenses, to $177.3
million at December 31, 2009 from $173.9 million at December
31, 2008, is primarily the result of fluctuations in the timing of
payments.
DEFERRED iNCOME TAxES PAYABlE. The increase of $15.0 million
in deferred income taxes payable to $163.7 million at December
31, 2009 from $148.6 million at December 31, 2008 is primarily
the result of bonus lease merchandise depreciation deductions for
tax purposes included in the Economic Stimulus Act of 2008 and
the American Recovery and Reinvestment Act of 2009.
CREDiT FACiliTiES AND SENiOR NOTES. The $59.8 million decrease
in the amounts we owe under our credit facilities to $55.0 million
on December 31, 2009 from $114.8 million on December 31, 2008,
reflects net payments under our revolving credit facility during
2009. Additionally, we made $22.0 million in scheduled repay-
ments on our senior unsecured notes in 2009.
Liquidity and capital Resources
general
Cash flows from continuing operations for the year ended
December 31, 2009 and 2008 were $193.7 million and $79.3 mil-
lion, respectively. Purchases of sales and lease ownership stores
had a positive impact on operating cash flows in each period
presented. The positive impact on operating cash flows from
purchasing stores occurs as the result of lease merchandise, other
assets and intangibles acquired in these purchases being treated
as an investing cash outflow. As such, the operating cash flows
attributable to the newly purchased stores usually have an initial
positive effect on operating cash flows that may not be indicative
of the extent of their contributions in future periods. The amount
of lease merchandise purchased in acquisitions and shown under
investing activities was $9.5 million in 2009, $28.5 million in 2008
and $20.4 million in 2007. Sales of sales and lease ownership
stores are an additional source of investing cash flows in each
period presented. Proceeds from such sales were $32.0 million in
2009, $22.7 million in 2008 and $6.9 million in 2007. The amount
of lease merchandise sold in these sales and shown under investing
activities was $16.3 million in 2009, $11.7 million in 2008 and
$3.5 million in 2007. In addition, in 2008 the proceeds from the
sale of the Aaron’s Corporate Furnishings division shown under
investing activities were $76.4 million.
Our cash flows include profits on the sale of lease return
merchandise. Our primary capital requirements consist of buy-
ing lease merchandise for sales and lease ownership stores.
As Aaron’s continues to grow, the need for additional lease
merchandise will continue to be our major capital requirement.
Other capital requirements include purchases of property, plant
and equipment and expenditures for acquisitions. These capital
requirements historically have been financed through:
• cash flow from operations;
• bank credit;
• trade credit with vendors;
• proceeds from the sale of lease return merchandise;
• private debt offerings; and
• stock offerings.
At December 31, 2009, there was no balance under our
revolving credit agreement. The credit facilities balance
decreased by $35.0 million in 2009 as a result of net payments
made on our credit facility during the period. On May 23,
2008, we entered into a new revolving credit agreement which
replaced the previous revolving credit agreement. The new
revolving credit facility expires May 23, 2013 and the terms
are consistent with the previous agreement. The total available
credit on our revolving credit agreement is $140.0 million.
We have $36.0 million currently outstanding in aggregate
principal amount of 5.03% senior unsecured notes due July
2012, principal repayments of which were made in 2008 and
2009, and are due in equal $12.0 million annual installments
until maturity.
20
21
Our revolving credit agreement and senior unsecured notes,
and our franchisee loan program discussed below, contain cer-
tain financial covenants. These covenants include requirements
that we maintain ratios of: (1) EBITDA plus lease expense to
fixed charges of no less than 2:1; (2) total debt to EBITDA of no
greater than 3:1; and (3) total debt to total capitalization of no
greater than 0.6:1. “EBITDA” in each case, means consolidated
net income before interest and tax expense, depreciation (other
than lease merchandise depreciation) and amortization expense,
and other non-cash charges. The Company is also required to
maintain a minimum amount of shareholders’ equity. See the
full text of the covenants themselves in our credit and guarantee
agreements, which we have filed as exhibits to our Securities and
Exchange Commission reports, for the details of these covenants
and other terms. If we fail to comply with these covenants,
we will be in default under these agreements, and all amounts
would become due immediately. We were in compliance with all
of these covenants at December 31, 2009 and believe that we
will continue to be in compliance in the future.
We purchase our common shares in the market from time
to time as authorized by our board of directors. We did not
repurchase shares during 2009 and have authority remaining to
purchase 3,920,413 shares.
We have a consistent history of paying dividends, having paid
dividends for 22 consecutive years. A $.016 per share dividend
on Common Stock and Class A Common Stock was paid in
January 2008, April 2008, July 2008, and October 2008 for a
total cash outlay of $3.4 million in 2008. Our board of directors
increased the dividend 6.3% for the fourth quarter of 2008 on
November 5, 2008 to $.017 per share from the previous quar-
terly dividend of $.016 per share. A $.017 per share dividend on
Common Stock and Class A Common Stock was paid in January
2009, April 2009, July 2009, and October 2009 for a total cash
outlay of $3.7 million in 2009. Our board of directors increased
the dividend 5.9% for the fourth quarter of 2009 to $.018 per
share from the previous quarterly dividend of $.017 per share.
Subject to sufficient operating profits, any future capital needs
and other contingencies, we currently expect to continue our
policy of paying dividends.
If we achieve our expected level of growth in our operations,
we anticipate we will supplement our expected cash flows from
operations, existing credit facilities, vendor credit and proceeds
from the sale of lease return merchandise by expanding our
existing credit facilities, by securing additional debt financing,
or by seeking other sources of capital to ensure we will be able
to fund our capital and liquidity needs for at least the next 24
months. We believe we can secure these additional sources of
capital in the ordinary course of business. However, if the credit
and capital markets experience disruptions like those that began
in the second half of 2008, we may not be able to obtain access
to capital at as favorable costs as we have historically been able
to, and some forms of capital may not be available at all.
commitments
iNCOME TAxES. During 2009, we made $15.3 million in income tax
payments. During 2010, we anticipate that we will make cash pay-
ments for income taxes approximating $120 million.
The Economic Stimulus Act of 2008 provided for accelerated
depreciation by allowing a bonus first-year depreciation deduc-
tion of 50% of the adjusted basis of qualified property placed
in service during 2008. Accordingly, our cash flow benefited in
2008 from having a lower cash tax obligation which, in turn,
provided additional cash flow from operations. We estimated
that our 2008 operating cash flow increased by approximately
$62.0 million as a result of the Economic Stimulus Act of 2008,
with the associated deferral generally expected to begin to
reverse over a three year period beginning in 2009. However,
in February 2009 the American Recovery and Reinvestment
Act of 2009 was signed into law which extended the bonus
depreciation provision of the Economic Stimulus Act of 2008
by continuing the bonus first-year depreciation deduction of
50% of the adjusted basis of qualified property placed in service
during 2009. We estimate the cash tax benefit of the American
Recovery and Reinvestment Act of 2009 to be approximately
$63.0 million, of which approximately $49.0 million offset the
2008 deferral that reverses in 2009, and the remaining $14.0
million increased our 2009 operating cash flow. We estimate that
at December 31, 2009 the remaining tax deferral associated with
the Economic Stimulus Act of 2008 and the American Recovery
and Reinvestment Act of 2009 is approximately $76.0 million of
which approximately 78% will reverse in 2010 and the remainder
will reverse between 2011 and 2012.
lEASES. We lease warehouse and retail store space for most of
our operations under operating leases expiring at various times
through 2028. 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 pur-
chase prices that do not represent bargain purchase options. We
also lease transportation and computer equipment under operat-
ing leases expiring during the next five 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,
2009, are shown in the below table under “Contractual Obligations
and Commitments.”
We have 20 capital leases, 19 of which are with a limited
liability company (“LLC”) whose managers and owners are 11
Aaron’s executive officers and its controlling shareholder, with
no individual, including the controlling shareholder, owning
more than 13.33% of the LLC. Nine of these related party leases
relate to properties purchased from Aaron’s in October and
November of 2004 by the LLC for a total purchase price of $6.8
million. The LLC is leasing back these properties to Aaron’s for
a 15-year term, with a five-year renewal at Aaron’s option, at
an aggregate annual lease amount of $716,000. Another ten of
20
21
debt facilities. However, due to franchisee borrowing limits, we
believe any losses associated with any defaults would be mitigated
through recovery of lease merchandise and other assets. Since its
inception in 1994, we have had no significant losses associated
with the franchise loan and guaranty program. The Company
believes the likelihood of any significant amounts being funded in
connection with these commitments to be remote. The Company
receives guarantee fees based on such franchisees’ outstanding
debt obligations, which it recognizes as the guarantee obligation
is satisfied.
We have no long-term commitments to purchase merchan-
dise. See Note F to the Consolidated Financial Statements for
further information. The following table shows our approximate
contractual obligations, including interest, and commitments to
make future payments as of December 31, 2009:
these related party leases relate to properties purchased from
Aaron’s in December 2002 by the LLC for a total purchase price
of approximately $5.0 million. The LLC is leasing back these
properties to Aaron’s for a 15-year term at an aggregate annual
lease of $556,000. We do not currently plan to enter into any
similar related party lease transactions in the future.
We finance a portion of our store expansion through sale-
leaseback transactions. The properties are generally sold at net
book value and the resulting leases qualify and are accounted for
as operating leases. We do not have any retained or contingent
interests in the stores nor do we provide any guarantees, other
than a corporate level guarantee of lease payments, in connec-
tion with the sale-leasebacks. The operating leases that resulted
from these transactions are included in the table below.
FRANChiSE lOAN guARANTY. We have guaranteed the borrowings
of certain independent franchisees under a franchise loan program
with several banks and we also guarantee franchisee borrowings
under certain other debt facilities. At December 31, 2009, the por-
tion that the Company might be obligated to repay in the event
franchisees defaulted was $128.8 million. Of this amount, approxi-
mately $120.2 million represents franchise borrowings outstanding
under the franchisee loan program and approximately $8.6 million
represents franchisee borrowings that we guarantee under other
(in Thousands)
Total
Amounts
Committed
Period less
Than 1 Year
Period 1–3
Years
Period 3–5
Years
Period Over
5 Years
Credit Facilities, Excluding Capital Leases
$ 39,310
$ 12,006
$ 24,003
$ —
$ 3,301
Capital Leases
Operating Leases
Purchase Obligations
15,734
457,819
22,988
1,185
89,962
11,408
2,609
129,363
11,380
2,936
81,586
200
9,004
156,908
—
Total Contractual Cash Obligations
$535,851
$114,561
$167,355
$ 84,722
$169,213
The following table shows the Company’s approximate commercial commitments as of December 31, 2009:
(in Thousands)
Guaranteed Borrowings of Franchisees
Total
Amounts
Committed
$128,767
Period less
Than 1 Year
Period 1–3
Years
Period 3–5
Years
Period Over
5 Years
$126,675
$ 511
$ 1.581
$ —
22
23
Purchase obligations are primarily related to certain advertis-
ing and marketing programs. Purchase orders or contracts for
the purchase of lease merchandise and other goods and services
are not included in the tables above. We are not able to deter-
mine the aggregate amount of such purchase orders that repre-
sent contractual obligations, as purchase orders may represent
authorizations to purchase rather than binding agreements. Our
purchase orders are based on our current distribution needs and
are fulfilled by our vendors within short time horizons. We do
not have significant agreements for the purchase of lease mer-
chandise or other goods specifying minimum quantities or set
prices that exceed our expected requirements for three months.
Deferred income tax liabilities as of December 31, 2009 were
approximately $163.7 million. This amount is not included in
the total contractual obligations table because we believe this
presentation would not be meaningful. Deferred income tax
liabilities are calculated based on temporary differences between
the tax basis of assets and liabilities and their respective book
basis, which will result in taxable amounts in future years when
the liabilities are settled at their reported financial statement
amounts. The results of these calculations do not have a direct
connection with the amount of cash taxes to be paid in any
future periods. As a result, scheduling deferred income tax liabil-
ities as payments due by period could be misleading, because this
scheduling would not relate to liquidity needs.
Recent Accounting Pronouncements
We are not aware of any recent accounting pronouncements that
will materially impact the Company’s consolidated financial state-
ments in future periods.
Quantitative and Qualitative
Disclosures About Market Risk
As of December 31, 2009, we had $36.0 million of senior unse-
cured notes outstanding at a fixed rate of 5.03%. We had no
balance outstanding under our revolving credit agreement indexed
to the LIBOR (“London Interbank Offer Rate”) or the prime rate,
which exposes us to the risk of increased interest costs if interest
rates rise. Based on our overall interest rate exposure at December
31, 2009, a hypothetical 1.0% increase or decrease in interest rates
would not be material.
We do not use any market risk sensitive instruments to hedge
commodity, foreign currency, or other risks, and hold no market
risk sensitive instruments for trading or speculative purposes.
22
23
consolidated Balance sheets
(in Thousands, Except Share Data)
Assets:
Cash and Cash Equivalents
Accounts Receivable (net of allowances of $4,157
in 2009 and $4,040 in 2008)
Lease Merchandise
Less: Accumulated Depreciation
Property, Plant and Equipment, Net
Goodwill, Net
Other Intangibles, Net
Prepaid Expenses and Other Assets
Total Assets
liabilities & Shareholders’ Equity:
Accounts Payable and Accrued Expenses
Dividends Payable
Deferred Income Taxes Payable
Customer Deposits and Advance Payments
Credit Facilities
Total Liabilities
Shareholders’ Equity:
Common Stock, Par Value $.50 Per Share;
Authorized: 100,000,000 Shares;
Shares Issued: 48,439,602 at December 31,
2009 and 2008
Class A Common Stock, Par Value $.50 Per Share;
Authorized: 25,000,000 Shares; Shares Issued:
12,063,856 at December 31, 2009 and 2008
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Less: Treasury Shares at Cost,
Common Stock, 1,958,214 and 3,104,146 Shares
at December 31, 2009 and 2008, respectively
Class A Common Stock, 4,307,117 and 3,748,860 Shares
at December 31, 2009 and 2008, respectively
Total Shareholders’ Equity
Total Liabilities & Shareholders’ Equity
December 31,
2009
December 31,
2008
$ 109,685
$ 7,376
66,095
1,122,954
(440,552)
682,402
227,616
194,376
5,200
36,082
59,513
1,074,831
(393,745)
681,086
224,431
185,965
7,496
67,403
$ 1,321,456
$ 1,233,270
$ 177,284
$ 173,926
—
163,670
38,198
55,044
434,196
910
148,638
33,435
114,817
471,726
24,220
24,220
6,032
211,795
694,689
(101)
936,635
6,032
194,317
585,827
(1,447)
808,949
(18,203)
(29,877)
(31,172)
887,260
(17,528)
761,544
$ 1,321,456
$ 1,233,270
The accompanying notes are an integral part of the Consolidated Financial Statements.
24
25
consolidated statements of Earnings
(in Thousands, Except Per Share)
Revenues:
Lease Revenues and Fees
Retail Sales
Non-Retail Sales
Franchise Royalties and Fees
Other
Costs and Expenses:
Retail Cost of Sales
Non-Retail Cost of Sales
Operating Expenses
Depreciation of Lease Merchandise
Interest
Earnings From Continuing
Operations Before income Taxes
income Taxes
Net Earnings From
Continuing Operations
(loss) Earnings From Discontinued
Operations, Net of Tax
Net Earnings
Earnings Per Share From
Continuing Operations
Earnings Per Share From Continuing
Operations Assuming Dilution
(loss) Earnings Per Share From
Discontinued Operations
(loss) Earnings Per Share From Discontinued
Operations Assuming Dilution
Year Ended
December 31,
2009
Year Ended
December 31,
2008
Year Ended
December 31,
2007
$1,310,709
$1,178,719
$1,045,804
43,394
327,999
52,941
17,744
43,187
309,326
45,025
16,351
34,591
261,584
38,803
14,157
1,752,787
1,592,608
1,394,939
25,730
299,727
771,634
474,958
4,299
26,379
283,358
705,566
429,907
7,818
21,201
239,755
617,106
391,538
7,587
1,576,348
1,453,028
1,277,187
176,439
63,561
139,580
53,811
117,752
44,327
112,878
85,769
73,425
(277)
4,420
6,850
$ 112,601
$ 90,189
$ 80,275
$ 2.09
$ 1.61
$ 1.35
2.07
(.01)
(.01)
1.58
.08
.08
1.33
.13
.13
The accompanying notes are an integral part of the Consolidated Financial Statements.
24
25
consolidated statements of shareholders’ Equity
(in Thousands, Except Per Share)
Balance, January 1, 2007
Reacquired Shares
Dividends, $.061 Per share
Stock-Based Compensation
Reissued Shares
Net Earnings From Continuing Operations
Net Earnings From Discontinued Operations
Reserve for Uncertain Tax Positions
Foreign Currency Translation Adjustment
Change in Fair Value of Financial
Instruments, Net of Income Taxes of $46
Comprehensive Income
Balance, December 31, 2007
Dividends, $.065 Per share
Stock-Based Compensation
Net Earnings From Continuing Operations
Net Earnings From Discontinued Operations
Foreign Currency Translation Adjustment
Comprehensive Income
Balance, December 31, 2008
Dividends, $.069 per share
Stock-Based Compensation
Exchange of Common Stock for Class A
Common Stock
Reissued Shares
Net Earnings From Continuing Operations
Loss From Discontinued Operations
Foreign Currency Translation Adjustment
Comprehensive Income
Treasury Stock
Common Stock
Shares
Amount Common
Class A
Additional
Paid-in
Capital
Accumulated Other
Comprehensive
(loss) income
Foreign
Retained Comprehensive Currency Marketable
Translation Securities
Earnings
income
(6,364) $(32,194) $24,220 $6,032 $183,966
$424,991
$ —
$ —
(692)
(13,401)
160
1,121
(3,307)
3,067
1,542
73,425 $73,425
6,850
6,850
(2,850)
6
6
—
(88)
80,193
(88)
(6,896)
(44,474) 24,220
6,032
188,575
499,109
6
(88)
(3,471)
2,523
3,219
85,769
85,769
4,420
4,420
(1,365)
(1,365)
—
88,824
(6,853)
(47,405) 24,220
6,032
194,317
585,827
(1,359)
(88)
(96)
684
(9,073)
7,103
(3,739)
3,565
9,073
4,840
112,878 112,878
(277)
(277)
1,346
1,346
—
$113,947
Reissued Shares
Repurchased Shares
431
(388)
4,598
(7,529)
Balance, December 31, 2009
(6,265) $(49,375) $24,220 $6,032 $211,795
$694,689
$ (13)
$(88)
The accompanying notes are an integral part of the Consolidated Financial Statements.
26
27
consolidated statements of cash Flows
(in Thousands)
Continuing Operations
Operating Activities:
Net Earnings from Continuing Operations
Depreciation of Lease Merchandise
Other Depreciation and Amortization
Additions to Lease Merchandise
Book Value of Lease Merchandise Sold or Disposed
Change in Deferred Income Taxes
Loss (Gain) on Sale of Property, Plant, and Equipment
Gain on Asset Dispositions
Change in Income Tax Receivable
Change in Accounts Payable and Accrued Expenses
Change in Accounts Receivable
Excess Tax Benefits from Stock-Based Compensation
Change in Other Assets
Change in Customer Deposits
Stock-Based Compensation
Other Changes, Net
Cash Provided by Operating Activities
investing Activities:
Additions to Property, Plant and Equipment
Acquisitions of Businesses and Contracts
Proceeds from Dispositions of Businesses and Contracts
Proceeds from Sale of Property, Plant, and Equipment
Cash Used by Investing Activities
Financing Activities:
Proceeds from Credit Facilities
Repayments on Credit Facilities
Dividends Paid
Excess Tax Benefits from Stock-Based Compensation
Acquisition of Treasury Stock
Issuance of Stock Under Stock Option Plans
Cash (Used by) Provided by Financing Activities
Discontinued Operations:
Operating Activities
Investing Activities
Cash (Used by) Provided by Discontinued Operations
Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
Cash Paid During the Year:
Interest
Income Taxes
Year Ended
December 31,
2009
Year Ended
December 31,
2008
Year Ended
December 31,
2007
$112,878
474,958
44,413
(847,094)
363,975
15,032
1,136
(7,826)
28,443
2,014
(6,582)
(3,909)
3,356
4,763
3,696
4,441
193,694
(83,140)
(25,202)
32,042
37,533
(38,767)
57,383
(117,156)
(4,649)
3,909
—
8,172
(52,341)
(277)
—
(277)
102,309
7,376
$109,685
$ 85,769
429,907
41,486
(865,881)
330,032
66,345
1,725
(8,490)
(28,443)
35,384
(13,219)
(1,767)
(941)
4,845
1,421
1,078
79,251
(74,924)
(80,935)
99,152
54,546
(2,161)
536,469
(607,484)
(3,430)
1,767
(7,529)
6,476
(73,731)
(3,512)
2,739
(773)
2,586
4,790
$ 7,376
$ 73,425
391,538
37,289
(676,477)
293,766
(11,394)
(4,685)
(2,919)
—
19,897
(8,057)
(789)
(8,077)
3,022
1,719
(1,851)
106,407
(140,019)
(56,936)
6,851
35,725
(154,379)
513,838
(457,980)
(3,249)
789
(13,401)
2,930
42,927
3,428
(1,271)
2,157
(2,888)
7,678
$ 4,790
$ 4,591
15,286
$ 8,869
29,186
$ 8,548
50,931
26
27
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, 2009 and 2008, and for the Years Ended
December 31, 2009, 2008 and 2007.
BASiS OF PRESENTATiON — The consolidated financial statements
include the accounts of Aaron’s, Inc. and its wholly owned sub-
sidiaries (the “Company”). All significant intercompany accounts
and transactions have been eliminated. The preparation of the
Company’s consolidated financial statements in conformity with
United States 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. Generally,
actual experience has been consistent with management’s prior
estimates and assumptions. Management does not believe these
estimates or assumptions will change significantly in the future
absent unsurfaced or unforeseen events.
Effective July 1, 2009, the Company adopted the Financial
Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 105-10, “Generally Accepted Accounting
Principles — Overall” (“ASC 105-10”). ASC 105-10 establishes the
FASB Accounting Standards Codification (the “Codification”)
as the source of authoritative accounting principles recognized
by the FASB to be applied by non-governmental entities in the
preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under author-
ity of federal securities laws are also sources of authoritative
U.S. GAAP for SEC registrants. All guidance contained in the
Codification carries an equal level of authority. The Codification
superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting
literature not included in the Codification is non-authoritative.
The FASB will not issue new standards in the form of Statements,
FASB Staff Positions or Emerging Issues Task Force Abstracts.
Instead, it will issue Accounting Standards Updates (“ASUs”). The
FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide back-
ground information about the guidance and provide the bases
for conclusions on the change(s) in the Codification. References
previously made to FASB guidance throughout this document
have been updated for the Codification.
During the fourth quarter of 2008, the Company sold sub-
stantially all of the assets of its Aaron’s Corporate Furnishings
division. As a result of the sale, the Company’s financial state-
ments have been prepared reflecting the Aaron’s Corporate
Furnishings division as discontinued operations. All historical
financial statements have been restated to conform to this pre-
sentation. See Note N for a discussion of the sale of the Aaron’s
Corporate Furnishings division.
Certain reclassifications have been made to the prior periods
to conform to the current period presentation. In all periods
presented, Aaron’s Office Furniture was reclassified from the
Sales and Lease Ownership Segment to the Other Segment. Refer
to Note K for the segment disclosure.
The Company evaluated subsequent events through February
26, 2010 which represents the date the financial statements
were issued.
liNE OF BuSiNESS — The Company is engaged in the business of
leasing and selling residential and office furniture, consumer elec-
tronics, appliances, computers, and other merchandise throughout
the U.S. and Canada. The Company manufactures furniture princi-
pally for its stores.
lEASE MERChANDiSE — The Company’s lease merchandise consists
primarily of residential and office furniture, consumer electronics,
appliances, computers, and other merchandise and is recorded at
cost, which includes overhead from production facilities, shipping
costs and warehousing costs. The sales and lease ownership divi-
sion depreciates merchandise over the lease agreement period,
generally 12 to 24 months when on rent and 36 months when not
on lease, to a 0% salvage value. The office furniture stores depre-
ciate merchandise over the lease ownership agreement period,
generally 12 to 24 months when leased, and 60 months when not
leased, or when on a rent-to-rent agreement, to 0% salvage value.
The Company’s policies require weekly lease merchandise counts
by store managers, which include write-offs for unsalable, dam-
aged, or missing merchandise inventories. Full physical inventories
are generally taken at the fulfillment and manufacturing facilities
two to four times a year, and appropriate provisions are made
for missing, damaged and unsalable merchandise. In addition,
the Company monitors lease merchandise levels and mix by divi-
sion, store, and fulfillment center, as well as the average age of
merchandise on hand. If unsalable lease merchandise cannot be
returned to vendors, it is adjusted to its net realizable value or
written off.
All lease merchandise is available for lease or sale. On a
monthly basis, all damaged, lost or unsalable merchandise
identified is written off. The Company records lease merchandise
adjustments on the allowance method. Lease merchandise write-
offs totaled $38.3 million, $34.5 million and $29.0 million during
the years ended December 31, 2009, 2008 and 2007, respectively,
and are included in operating expenses in the accompanying
consolidated statements of earnings.
CASh AND CASh EquivAlENTS — The Company classifies as cash
highly liquid investments with maturity dates of less than three
months when purchased.
ACCOuNTS RECEivABlE — The Company maintains an allowance for
doubtful accounts. The reserve for returns is calculated based on
the historical collection experience associated with lease receiv-
ables. The Company’s policy is to write off lease receivables that
are 60 days or more past due.
28
29
The following is a summary of the Company’s allowance for
doubtful accounts as of December 31:
(in Thousands)
2009
2008
2007
Beginning Balance
Accounts written off
Provision
Ending Balance
$ 4,040
(20,352)
20, 469
$ 4,157
$4,014
(18,876)
18,902
$4,040
$2,773
(18,509)
19,750
$4,014
PROPERTY, PlANT AND EquiPMENT — The Company records prop-
erty, plant and equipment at cost. Depreciation and amortization
are computed on a straight-line basis over the estimated useful
lives of the respective assets, which are from eight to 40 years
for buildings and improvements and from one to five years for
other depreciable property and equipment. Gains and losses
related to dispositions and retirements are recognized as incurred.
Maintenance and repairs are also expensed as incurred; renewals
and betterments are capitalized. Depreciation expense, included in
operating expenses in the accompanying consolidated statements
of earnings, for property, plant and equipment was $40.7 million,
$38.4 million and $34.8 million during the years ended December
31, 2009, 2008 and 2007, respectively.
gOODwill AND OThER iNTANgiBlES — Goodwill represents the
excess of the purchase price paid over the fair value of the net
tangible and identifiable intangible assets acquired in connection
with business acquisitions. The Company has elected to perform its
annual impairment evaluation as of September 30. Based on the
evaluation, there was no impairment as of September 30, 2009.
More frequent evaluations are completed if indicators of impair-
ment become evident. Other intangibles represent the value of
customer relationships acquired in connection with business acqui-
sitions, acquired franchise development rights and non-compete
agreements, recorded at fair value as determined by the Company.
As of December 31, 2009 and 2008, the net intangibles other
than goodwill were $5.2 million and $7.5 million, respectively. The
customer relationship intangible is amortized on a straight-line
basis over a two-year useful life. Acquired franchise development
rights are amortized over the unexpired life of the franchisee’s ten
year area development agreement. The non-compete intangible
is amortized on a straight-line basis over a three-year useful
life. Amortization expense on intangibles, included in operating
expenses in the accompanying consolidated statements of earn-
ings, was $3.8 million, $3.0 million and $2.5 million during the
years ended December 31, 2009, 2008 and 2007, respectively.
The following is a summary of the Company’s goodwill in its
sales and lease ownership segment at December 31:
(in Thousands)
Beginning Balance
Additions
Disposals
Ending Balance
2009
2008
$185,965
12,947
(4,536)
$141,894
44,071
$194,376
$185,965
iMPAiRMENT — 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.
When it is determined that the carrying value of the assets are
not recoverable, the Company compares the carrying value of the
assets to their fair value as estimated using discounted expected
future cash flows, market values or replacement values for similar
assets. The amount by which the carrying value exceeds the
fair value of the asset is recognized as an impairment loss. The
Company performed an impairment analysis on the Aaron’s Office
Furniture long-lived assets in the third quarter of 2009 due to
continuing negative performance. As a result, the Company also
recorded an impairment charge of $1.3 million within operat-
ing expenses related primarily to the impairment of leasehold
improvements in the Aaron’s Office Furniture stores. In addition,
the Company recorded an $865,000 write-down to certain office
furniture lease merchandise in 2009 within operating expenses.
The impairment charge and inventory write-down are included in
the other segment.
The Company also recorded an impairment charge of $3.0
million within operating expenses in 2009 which relates primar-
ily to the impairment of various land outparcels and buildings
included in our sales and lease ownership segment that the
Company decided not to utilize for future expansion. In 2008,
the Company recorded an impairment charge of $838,000 within
operating expenses which related primarily to the impairment of
leasehold improvements in several of our RIMCO stores included
in our sales and lease ownership segment.
FAiR vAluE OF FiNANCiAl iNSTRuMENTS — The fair values of the
Company’s cash and cash equivalents, accounts receivable and
accounts payable approximate their carrying amounts due to their
short-term nature.
DEFERRED iNCOME TAxES — Deferred income taxes represent pri-
marily temporary differences between the amounts of assets and
liabilities for financial and tax reporting purposes. Such temporary
differences arise principally from the use of accelerated deprecia-
tion methods on lease merchandise for tax purposes.
REvENuE RECOgNiTiON — Lease revenues are recognized as revenue
in the month they are due. Lease payments received prior to the
month due are recorded as deferred lease revenue. Until all pay-
ments are received under sales and lease ownership agreements,
the Company maintains ownership of the lease merchandise.
Revenues from the sale of merchandise to franchisees are recog-
nized at the time of receipt of the merchandise by the franchisee,
and revenues from such sales to other customers are recognized
at the time of shipment, at which time title and risk of ownership
are transferred to the customer. Refer to Note I for discussion of
recognition of other franchise-related revenues. The Company
presents sales net of sales taxes.
COST OF SAlES — Included in cost of sales is the net book value of
merchandise sold, primarily using specific identification. It is not
practicable to allocate operating expenses between selling and
lease operations.
ShiPPiNg AND hANDliNg COSTS — The Company classifies shipping
and handling costs as operating expenses in the accompanying
consolidated statements of earnings, and these costs totaled $55.0
million in 2009, $55.1 million in 2008 and $48.1 million in 2007.
28
29
Notes to consolidated Financial statements
ADvERTiSiNg — The Company expenses advertising costs as
incurred. Advertising costs are recorded as expenses the first time
an advertisement appears. Such costs aggregated to $31.0 million
in 2009, $28.5 million in 2008 and $29.4 million in 2007. These
advertising expenses are shown net of cooperative advertising
considerations received from vendors, substantially all of which
represents reimbursement of specific, identifiable and incremental
costs incurred in selling those vendors’ products. The amount of
cooperative advertising consideration netted against advertising
expense was $23.4 million in 2009, $24.7 million in 2008 and
$20.1 million in 2007. The prepaid advertising asset was $2.6 mil-
lion and $1.5 million at December 31, 2009 and 2008, respectively.
STOCk-BASED COMPENSATiON — The Company has stock-based
employee compensation plans, which are more fully described
in Note H below. The Company estimates the fair value for the
options granted on the grant date using a Black-Scholes option-
pricing model and accounts for stock-based compensation under
the fair value recognition provisions codified in FASB ASC Topic
718, “Compensation — Stock Compensation” (“ASC 718”).
iNSuRANCE RESERvES — Estimated insurance reserves are accrued
primarily for group health and workers compensation benefits pro-
vided to the Company’s employees. Estimates for these insurance
reserves are made based on actual reported but unpaid claims
and actuarial analyses of the projected claims run off for both
reported and incurred but not reported claims.
COMPREhENSivE iNCOME — For the years ended December 31,
2009, 2008 and 2007, comprehensive income totaled $113.9 mil-
lion, $88.8 million and $80.2 million, respectively.
FOREigN CuRRENCY TRANSlATiON — Assets and liabilities denomi-
nated in a foreign currency are translated into U.S. dollars at
the current rate of exchange on the last day of the reporting
period. Revenues and expenses are generally translated at a daily
exchange rate and equity transactions are translated using the
actual rate on the day of the transaction.
NEw ACCOuNTiNg PRONOuNCEMENTS — The pronouncements that
the Company adopted in 2009 did not have a material impact on
the consolidated financial statements.
Note B: Earnings Per share
Earnings per share is computed by dividing net earnings by the
weighted average number of shares of Common Stock and Class A
Common Stock outstanding during the year, which were approxi-
mately 54,092,000 shares in 2009, 53,409,000 shares in 2008, and
54,163,000 shares in 2007. 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 increas-
ing the weighted average shares outstanding assuming dilution by
approximately 442,000 in 2009, 683,000 in 2008, and 809,000 in
2007.
The Company has issued restricted stock awards under its
stock incentive plan whereby shares vest upon satisfaction of
certain performance conditions. As of December 31, 2009, only
a portion of the performance conditions had been met, and
therefore only a portion of these shares have been included in
the computation of diluted earnings per share. The effect of
restricted stock increased weighted average shares outstanding
by 100,000 in 2009, 97,000 in 2008 and 110,000 in 2007.
Note c: Property, Plant and Equipment
Following is a summary of the Company’s property, plant, and
equipment at December 31:
(in Thousands)
Land
Buildings and Improvements
Leasehold Improvements and Signs
Fixtures and Equipment
Assets Under Capital Leases:
with Related Parties
with Unrelated Parties
Construction in Progress
Less: Accumulated Depreciation
and Amortization
2009
2008
$ 44,457
99,484
84,101
90,625
$ 45,880
89,987
81,981
80,334
8,501
10,564
11,900
349,632
9,332
9,946
15,241
332,701
(122,016)
$227,616
(108,270)
$224,431
Amortization expense on assets recorded under capital leases
is included in operating expenses.
Note D: credit Facilities
Following is a summary of the Company’s credit facilities at
December 31:
(in Thousands)
Bank Debt
Senior Unsecured Notes
Capital Lease Obligation:
with Related Parties
with Unrelated Parties
Other Debt
2009
2008
$ —
36,000
$ 35,000
58,000
7,775
7,959
3,310
$55,044
9,138
8,677
4,002
$114,817
BANk DEBT — The Company has a revolving credit agreement with
several banks providing for unsecured borrowings up to $140.0
million. Amounts borrowed bear interest at the lower of the lend-
er’s prime rate or LIBOR plus 87.5 basis points. The pricing under a
working capital line is based upon overnight bank borrowing rates.
30
31
At December 31, 2009, there was a zero balance under our revolv-
ing credit agreement. At December 31, 2008, $35.0 million (bear-
ing interest at 1.37%) was outstanding under the revolving credit
agreement. The Company pays a .20% commitment fee on unused
balances. The weighted average interest rate on borrowings under
the revolving credit agreement was 1.23% in 2009, 3.66% in 2008
and 5.99% in 2007. The revolving credit agreement expires May
23, 2013.
The revolving credit agreement contains financial covenants
which, among other things, forbid the Company from exceeding
certain debt to equity levels and require the maintenance of
minimum fixed charge coverage ratios. If the Company fails to
comply with these covenants, the Company will be in default
under these agreements, and all amounts could become due
immediately. At December 31, 2009, $166.9 million of retained
earnings was available for dividend payments and stock repur-
chases under the debt restrictions, and the Company was in
compliance with all covenants.
SENiOR uNSECuRED NOTES — On August 14, 2002, the Company
sold $50.0 million in aggregate principal amount of senior unse-
cured notes in a private placement to a consortium of insurance
companies. The unsecured notes bore interest at a rate of 6.88%
per year. Quarterly interest only payments were due for the first
two years followed by annual $10,000,000 principal repayments
plus interest for the five years thereafter. The notes were paid in
full by the Company upon their maturity on August 13, 2009.
On July 27, 2005, the Company sold $60.0 million in aggre-
gate principal amount of senior unsecured notes in a private
placement to a consortium of insurance companies. The notes
bear interest at a rate of 5.03% per year and mature on July 27,
2012. Interest only payments were due quarterly for the first
two years, followed by annual $12 million principal repayments
plus interest for the five years thereafter. The related note
purchase agreement contains financial maintenance covenants,
negative covenants regarding the Company’s other indebtedness,
its guarantees and investments and other customary covenants
substantially similar to the covenants in the Company’s revolving
credit facility. At December 31, 2009 there was $36.0 million
outstanding under the July 2005 senior unsecured notes.
At December 31, 2009, the fair value of fixed rate long-term
debt approximated its carrying value. The fair value of debt is
estimated using valuation techniques that consider risk-free bor-
rowing rates and credit risk.
CAPiTAl lEASES wiTh RElATED PARTiES — In October and
November 2004, the Company sold eleven properties, includ-
ing leasehold improvements, to a limited liability company
(“LLC”) controlled by a group of Company executives, including
the Company’s Chairman and controlling shareholder. The LLC
obtained borrowings collateralized by the land and buildings total-
ing $6.8 million. The Company occupies the land and buildings
collateralizing the borrowings under a 15-year term lease, with
a five-year renewal at the Company’s option, at an aggregate
annual rental of $716,000. The transaction has been accounted for
as a financing in the accompanying consolidated financial state-
ments. The rate of interest implicit in the leases is approximately
9.7%. Accordingly, the land and buildings, associated depreciation
expense and lease obligations are recorded in the Company’s
consolidated financial statements. No gain or loss was recognized
in this transaction.
In December 2002, the Company sold ten properties, including
leasehold improvements, to the LLC. The LLC obtained borrowings
collateralized by the land and buildings totaling $5.0 million.
The Company occupies the land and buildings collateralizing the
borrowings under a 15-year term lease at an aggregate annual
rental of approximately $556,000. The transaction has been
accounted for as a financing in the accompanying consolidated
financial statements. The rate of interest implicit in the leases is
approximately 11.1%. Accordingly, the land and buildings, asso-
ciated depreciation expense and lease obligations are recorded in
the Company’s consolidated financial statements. No gain or loss
was recognized in this transaction.
SAlE-lEASEBACkS — The Company finances a portion of store
expansion through sale-leaseback transactions. The properties are
generally sold at net book value and the resulting leases qualify
and are accounted for as operating leases. The Company does not
have any retained or contingent interests in the stores nor does
the Company provide any guarantees, other than a corporate
level guarantee of lease payments, in connection with the sale-
leasebacks.
OThER DEBT — Other debt at December 31, 2009 and 2008 includes
$3.3 million of industrial development corporation revenue bonds.
The weighted average borrowing rate on these bonds in 2009 was
0.66%. No principal payments are due on the bonds until maturity
in 2015.
Future maturities under the Company’s long-term debt and
capital lease obligations are as follows:
(in Thousands)
2010
2011
2012
2013
2014
Thereafter
$13,191
13,333
13,278
1,399
1,537
12,306
$55,044
Note E: Income Taxes
Following is a summary of the Company’s income tax expense for
the years ended December 31:
(in Thousands)
2009
2008
2007
Federal
State
Current Income Tax Expense (Benefit):
$40,697
7,832
48,529
Deferred Income Tax Expense (Benefit):
Federal
15,169
State
(137)
15,032
$63,561
$(26,324)
5,062
(21,262)
$49,409
6,107
55,516
73,375
1,698
75,073
$53,811
(10,070)
(1,119)
(11,189)
$44,327
30
31
Notes to consolidated Financial statements
The Company generated a net operating loss (“NOL”) of
approximately $39.2 million in 2008 as a result of favorable
deductions related to bonus depreciation and fully utilized this
NOL in 2009.
Significant components of the Company’s deferred income
tax liabilities and assets at December 31 are as follows:
(in Thousands)
Deferred Tax Liabilities:
Lease Merchandise and Property,
Plant and Equipment
Other, Net
Total Deferred Tax Liabilities
Deferred Tax Assets:
Accrued Liabilities
Advance Payments
Other, Net
Total Deferred Tax Assets
Less Valuation Allowance
Net Deferred Tax Liabilities
2009
2008
$175,293
19,449
194,742
$163,707
15,937
179,644
10,848
14,242
6,436
31,526
(454)
$163,670
14,638
12,378
3,990
31,006
-
$148,638
The Company’s effective tax rate differs from the statutory
U.S. Federal income tax rate for the years ended December 31 as
follows:
2009
35.0%
2008
2007
35.0%
35.0%
Statutory Rate
Increases in U.S. Federal Taxes
Resulting From:
State Income Taxes, Net of
Federal Income Tax Benefit
Other, Net
Effective Tax Rate
2.8
(1.8)
36.0%
3.1
.4
38.5%
2.6
.0
37.6%
The Company files a federal consolidated income tax return
in the United States and the separate legal entities file in vari-
ous states and foreign jurisdictions. With few exceptions, the
Company is no longer subject to federal, state and local tax
examinations by tax authorities for years before 2006. The
decrease in the effective rate in 2009 was due to the favorable
impact of a $2.3 million reversal of previously recorded liabilities
for uncertain tax positions.
The following table summarizes the activity related to the
Company’s uncertain tax positions:
(in Thousands)
2009
2008
2007
Balance at January 1,
Additions based on tax
positions related to
the current year
Additions for tax positions
of prior years
Prior year reductions
Statute expirations
Settlements
Balance at December 31,
$3,110
$3,482
$3,159
172
119
178
523
(46)
(2,231)
(186)
$1,342
559
(349)
(176)
(525)
$3,110
343
-
(61)
(137)
$3,482
As of December 31, 2009 and 2008, the amount of uncertain
tax benefits that, if recognized, would affect the effective tax
rate is $1.1 million and $3.3 million, respectively, including
interest and penalties. During the years ended December 31,
2009 and 2008, the Company recognized interest and penal-
ties of $276,000 and $435,000, respectively. The Company had
$349,000 and $877,000 of accrued interest and penalties at
December 31, 2009 and 2008, respectively. The Company rec-
ognizes potential interest and penalties related to uncertain tax
benefits as a component of income tax expense.
Note F: commitments and
contingencies
The Company leases warehouse and retail store space for most
of its operations under operating leases expiring at various times
through 2028. The Company also leases certain properties under
capital leases that are more fully described in Note D. 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 that do not represent
bargain purchase options. In addition, certain properties occupied
under operating leases contain normal purchase options. Leasehold
improvements related to these leases are generally amortized
over periods that do not exceed the lesser of the lease term or
five years. While a majority of leases do not require escalating
payments, for the leases which do contain such provisions the
Company records the related lease expense on a straight-line
basis over the lease term. The Company also leases transportation
and computer equipment under operating leases expiring during
the next five years. Management expects that most leases will be
renewed or replaced by other leases in the normal course of busi-
ness.
Future minimum lease payments required under operating
leases that have initial or remaining non-cancelable terms in
excess of one year as of December 31, 2009, are as follows:
32
33
(in Thousands)
2010
2011
2012
2013
2014
Thereafter
$89,962
71,743
57,620
45,940
35,645
156,909
$457,819
The Company has guaranteed certain debt obligations of
some of the franchisees amounting to $128.8 million and $95.6
million at December 31, 2009 and 2008, respectively. Of this
amount, approximately $120.2 million represents franchise
borrowings outstanding under the franchise loan program and
approximately $8.6 million represents franchise borrowings
under other debt facilities at December 31, 2009. The Company
receives guarantee fees based on such franchisees’ outstanding
debt obligations, which it recognizes as the guarantee obliga-
tion is satisfied. The Company has recourse rights to the assets
securing the debt obligations. As a result, the Company has never
incurred any, nor does management expect to incur any, signifi-
cant losses under these guarantees.
Rental expense was $88.1 million in 2009, $81.8 million in
2008, and $70.8 million in 2007.
At December 31, 2009, the Company had non-cancelable
commitments primarily related to certain advertising and mar-
keting programs of $23.0 million. Payments under these commit-
ments are scheduled to be $11.4 million in 2010, $11.4 million in
2011, and $200,000 in 2012.
The Company maintains a 401(k) savings plan for all its full-
time employees with at least one year of service 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 compensation. The
Company’s expense related to the plan was $844,000 in 2009,
$775,000 in 2008, and $806,000 in 2007.
The Company is a party to various claims and legal proceed-
ings arising in the ordinary course of business. Management
regularly assesses the Company’s insurance deductibles, analyzes
litigation information with the Company’s attorneys and evalu-
ates its loss experience. The Company also enters into various
contracts in the normal course of business that may subject it
to risk of financial loss if counterparties fail to perform their
contractual obligations.
The Company does not currently believe its exposure to
loss under any claims is probable, nor can the Company esti-
mate a range of amounts of loss that are reasonably possible.
Notwithstanding the foregoing, the Company is currently a party
to the following proceeding:
In Kunstmann et al v. Aaron Rents, Inc. pending in the United
States District Court, Northern District of Alabama (the “court”),
plaintiffs have alleged that the Company improperly classified
store general managers as exempt from the overtime provisions
of the Fair Labor Standards Act. Plaintiffs seek to recover unpaid
overtime compensation and other damages for all similarly situ-
ated general managers nationwide for the period January 25,
2007 to present. After initially denying plaintiffs’ class certifica-
tion motion in April 2009, the court ruled to conditionally certify
a plaintiff class in early 2010. The potential class is an estimated
2,600 individuals. Those individuals who affirmatively opt to
join the class may be required to travel at their own expense to
Alabama for discovery purposes and/or trial. The court’s class
certification ruling is procedural only and does not address the
merits of the plaintiffs’ claims.
The Company believes it has meritorious defenses to the
claims described above, and intends to vigorously defend itself
against it. However, this proceeding is still developing, and due
to inherent uncertainty in litigation and similar adversarial
proceedings, there can be no guarantee that the Company will
ultimately be successful in this proceeding, or in others to which
it is currently a party. Substantial losses from this proceeding
could have a material adverse impact upon the Company’s busi-
ness, financial position or results of operations. In addition, the
Company’s requirement to record or disclose potential losses
under generally accepted accounting principles could change
in the near term depending upon changes in facts and circum-
stances. The Company believes it has recorded an adequate
reserve for contingencies at December 31, 2009 and 2008.
Note G: shareholders’ Equity
The Company held 6,265,331 shares in its treasury and was autho-
rized to purchase an additional 3,920,413 shares at December 31,
2009. The Company’s articles of incorporation provide that no cash
dividends may be paid on the Class A Common Stock unless equal
or higher dividends are paid on the Common Stock. The Company
did not repurchase any shares of its capital stock on the open
market in 2009.
If the number of the Class A Common Stock (voting) falls
below 10% of the total number of outstanding shares of the
Company, the Common Stock (non-voting) automatically con-
verts into Class A Common Stock (voting). The Common Stock
may convert to Class A Common Stock in certain other limited
situations whereby a national securities exchange rule might
cause the Board of Directors to issue a resolution requiring such
conversion.
The Company has 1,000,000 shares of preferred stock autho-
rized. 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 H: stock options and
Restricted stock
The Company’s outstanding stock options are exercisable for the
Company’s Common Stock (non-voting). The Company estimates
the fair value for the options on the grant date using a Black-
Scholes option-pricing model. The expected volatility is based on
the historical volatility of the Company’s Common Stock over the
most recent period generally commensurate with the expected
estimated life of each respective grant. The expected lives of
options are based on the Company’s historical option exercise
experience. Forfeiture assumptions are based on the Company’s
32
33
Notes to consolidated Financial statements
historical forfeiture experience. The Company believes that the his-
torical experience method is the best estimate of future exercise
and forfeiture patterns currently available. The risk-free interest
rates are determined using the implied yield currently available for
zero-coupon U.S. government issues with a remaining term equal
to the expected life of the options. The expected dividend yields
are based on the approved annual dividend rate in effect and cur-
rent market price of the underlying Common Stock at the time of
grant. No assumption for a future dividend rate increase has been
included unless there is an approved plan to increase the dividend
in the near term. Shares are issued from the Company’s treasury
shares upon share option exercises.
The results of operations for the year ended December 31,
2009, 2008 and 2007 include $2.4 million, $1.4 million and
$1.9 million, respectively, in compensation expense related to
unvested grants. At December 31, 2009, there was $4.6 million
of total unrecognized compensation expense related to non-
vested stock options which is expected to be recognized over a
period of 3.8 years. Excess tax benefits of $3.9 million and $1.8
million are included in cash provided by financing activities for
the year ended December 31, 2009 and 2008, respectively. The
Company recognizes compensation cost for awards with graded
vesting on a straight-line basis over the requisite service period
for each separately vesting portion of the award.
Under the Company’s stock option plans, options granted to
date become exercisable after a period of two to five years and
unexercised options lapse ten years after the date of the grant.
Options are subject to forfeiture upon termination of service.
The Company did not grant any stock options in 2009. The
Company granted 1,016,000 and 337,500 stock options during
2008 and 2007, respectively. The weighted average fair value
of options granted was $8.62 in 2008 and $10.79 in 2007. 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 2008 and 2007, respectively:
risk-free interest rate 3.47% and 5.11%; a dividend yield of .25%
and .24%; a volatility factor of the expected market price of
the Company’s Common Stock of .38 and .39; weighted average
assumptions of forfeiture rate 11.77% and 6.82%; and weighted
average expected life of the option of five and eight years. The
aggregate intrinsic value of options exercised was $13.1 million,
$6.4 million and $2.9 million in 2009, 2008 and 2007, respec-
tively. The total fair value of options vested was $1.0 million and
$6.6 million in 2008 and 2007, respectively.
Income tax benefits resulting from stock option exercises
credited to additional paid-in capital totaled $4.8 million, $3.2
million, and $1.5 million, in 2009, 2008 and 2007, respectively.
The following table summarizes information about stock
options outstanding at December 31, 2009:
Range of
Exercise
Prices
$ 5.72–10.00
10.01–15.00
15.01–20.00
20.01–24.94
$ 5.72–24.94
Number
Outstanding
December 31, 2009
Options Outstanding
weighted Average
Remaining
Contractual
life (in years)
Options Exercisable
weighted
Average
Exercise price
Number
Exercisable
December 31, 2008
weighted
Average
Exercise Price
111,500
241,000
171,750
1,640,196
2,164,446
2.65
3.82
4.18
7.64
6.69
$ 8.58
14.53
17.74
21.34
$19.64
111,500
241,000
171,750
407,196
931,446
$ 8.58
14.53
17.74
21.91
$17.64
The table below summarizes option activity for the periods indicated in the Company’s stock option plans:
Outstanding at January 1, 2009
Granted
Exercised
Forfeited
Outstanding at December 31, 2009
Exercisable at December 31, 2009
Options
(in Thousands)
weighted
Average
weighted Average
Remaining
Contractual Term
Aggregate
intrinsic value
(in Thousands)
weighted
Average
Fair value
2,921
—
(680)
(77)
2,164
931
$17.39
—
12.02
21.04
19.64
$17.64
$26,954
—
(13,076)
(499)
17,509
$ 9,402
$7.69
—
4.49
8.99
8.65
$8.03
6.69 years
4.18 years
34
35
The weighted average fair value of unvested options was
$9.12 as of December 31, 2009 and 2008. The weighted average
fair value of options that vested during 2009, 2008 and 2007
was $8.03, $6.54 and $6.57, respectively.
Shares of restricted stock may be granted to employees and
directors and typically vest over approximately three years.
Restricted stock grants may be subject to one or more objec-
tive employment, performance or other forfeiture conditions as
established at the time of grant. Any shares of restricted stock
that are forfeited will again become available for issuance.
Compensation cost for restricted stock is equal to the fair market
value of the shares at the date of the award and is amortized to
compensation expense over the vesting period. Total compensa-
tion expense related to restricted stock was $1.3 million, $1.5
million and $1.7 million in 2009, 2008 and 2007, respectively.
The following table summarizes information about restricted
stock activity:
Franchised Aaron’s Sales & Lease Ownership store activity is
summarized as follows:
(unaudited)
2009
2008
2007
Franchised stores open
at January 1,
Opened
Added through acquisition
Purchased from the Company
Purchased by the Company
Closed, sold or merged
Franchised stores open
at December 31,
504
84
0
37
(19)
(9)
597
484
56
12
27
(66)
(9)
504
441
65
9
11
(39)
(3)
484
Company-operated Aaron’s Sales & Lease Ownership store
activity is summarized as follows:
(Shares in Thousands)
Outstanding at January 1, 2009
Granted
Vested
Forfeited
Outstanding at December 31, 2009
Restricted
Stock
206
—
—
(11)
195
weighted
Average
grant Price
$25.40
25.40
$25.40
(unaudited)
2009
2008
2007
Company-operated stores
open at January 1,
Opened
Added through acquisition
Closed, sold or merged
Company-operated stores
open at December 31,
1,037
85
19
(59)
1,014
54
66
(97)
845
145
39
(15)
1,082
1,037
1,014
Note I: Franchising of Aaron’s sales &
Lease ownership stores
The Company franchises Aaron’s Sales & Lease Ownership stores.
As of December 31, 2009 and 2008, 866 and 786 franchises
had been granted, respectively. Franchisees typically pay a non-
refundable initial franchise fee from $15,000 to $50,000 depend-
ing upon market size and an ongoing royalty of either 5% or 6%
of gross revenues. Franchise fees and area development fees are
generated from the sale of rights to develop, own and operate
Aaron’s Sales & Lease Ownership stores. These fees are recognized
as income 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 before the
substantial completion of the Company’s obligations are deferred.
Substantially all of the amounts reported as non-retail sales
and non-retail cost of sales in the accompanying consolidated
statements of earnings relate to the sale of lease merchandise to
franchisees.
Franchise agreement fee revenue was $3.8 million, $3.2
million and $3.4 million and royalty revenue was $42.3 million,
$36.5 million and $29.8 million for the years ended December
31, 2009, 2008 and 2007, respectively. Deferred franchise and
area development agreement fees, included in customer deposits
and advance payments in the accompanying consolidated bal-
ance sheets, were $5.3 and $5.7 million at December 31, 2009
and 2008, respectively.
In 2009, the Company acquired the lease contracts, merchan-
dise and other related assets of 44 stores, including 19 fran-
chised stores, and merged certain acquired stores into existing
stores, resulting in a net gain of 29 stores. In 2008, the Company
acquired the lease contracts, merchandise and other related
assets of 95 stores, including 66 franchised stores, and merged
certain acquired stores into existing stores, resulting in a net
gain of 68 stores. In 2007, the Company acquired the lease con-
tracts, merchandise and other related assets of 77 stores, includ-
ing 39 franchised stores, and merged certain acquired stores into
existing stores, resulting in a net gain of 51 stores.
Note J: Acquisitions and Dispositions
During 2009, the Company acquired the lease contracts, mer-
chandise and other related assets of a net of 29 sales and lease
ownership stores for an aggregate purchase price of $25.2 million.
Consideration transferred consisted primarily of cash. Fair value of
acquired tangible assets included $9.5 million for lease merchan-
dise, $712,000 for fixed assets and $28,000 for other assets. The
excess cost over the fair value of the assets and liabilities acquired
in 2009, representing goodwill, was $12.0 million. The fair value
of acquired separately identifiable intangible assets included $1.1
million for customer lists, $695,000 for non-compete intangibles
and $477,000 for acquired franchise development rights. The esti-
mated amortization of these customer lists and acquired franchise
development rights in future years approximates $1.2 million,
$724,000, $174,000, $58,000 and $51,000 for 2010, 2011, 2012,
2013 and 2014, respectively. The purchase price allocations for
certain acquisitions during the fourth quarter of 2009 are prelimi-
nary pending finalization of the Company’s assessment of the fair
values of tangible assets acquired.
34
35
Notes to consolidated Financial statements
During 2008, the Company acquired the lease contracts,
merchandise and related assets of a net of 68 sales and lease
ownership stores for an aggregate purchase price of $79.8
million. Consideration transferred consisted primarily of cash.
Fair value of acquired tangible assets included $28.5 million for
lease merchandise, $2.1 million for fixed assets, and $66,000 for
other assets. The excess cost over the fair value of the assets and
liabilities acquired in 2008, representing goodwill, was $44.1 mil-
lion. The fair value of acquired separately identifiable intangible
assets included $4.3 million for customer lists and $1.9 million
for acquired franchise development rights.
During 2007, the Company acquired the lease contracts, mer-
chandise, and other related assets of a net of 39 sales and lease
ownership stores for an aggregate purchase price of $57.3 mil-
lion. Fair value of acquired tangible assets included $20.4 million
for lease merchandise, $2.2 million for fixed assets, and $241,000
for other assets. Fair value of liabilities assumed approximated
$499,000. The excess cost over the fair value of the assets and
liabilities acquired in 2007, representing goodwill, was $31.3 mil-
lion. The fair value of acquired separately identifiable intangible
assets included $2.7 million for customer lists and $1.1 million
for acquired franchise development rights.
Acquisitions have been accounted for as purchases, and the
results of operations of the acquired businesses are included in
the Company’s results of operations from their dates of acquisi-
tion. The effect of these acquisitions on the 2009, 2008 and
2007 consolidated financial statements was not significant.
The Company sold 37, 27 and 11 of its sales and lease owner-
ship locations to franchisees in 2009, 2008 and 2007, respec-
tively. The effect of these sales on the consolidated financial
statements was not significant.
Note K: segments
Description of Products and Services of
Reportable Segments
Aaron’s, Inc. has three reportable segments: sales and lease owner-
ship, franchise and manufacturing. During 2008, the Company sold
its corporate furnishings division. The sales and lease ownership
division offers electronics, residential furniture, appliances and
computers to consumers primarily on a monthly payment basis
with no credit requirements. The Company’s franchise operation
sells and supports franchisees of its sales and lease ownership con-
cept. The manufacturing division manufactures upholstered fur-
niture and bedding predominantly for use by Company-operated
and franchised stores. The Company has elected to aggregate
certain operating segments.
Earnings before income taxes for each reportable segment are
generally determined in accordance with accounting principles
generally accepted in the United States with the following
adjustments:
• Sales and lease ownership revenues are reported on the cash
basis for management reporting purposes.
• A predetermined amount of each reportable segment’s rev-
enues is charged to the reportable segment as an allocation of
corporate overhead. This allocation was approximately 2.3% in
2009, 2008 and 2007.
• Accruals related to store closures are not recorded on the
reportable segments’ financial statements, but are rather main-
tained and controlled by corporate headquarters.
• The capitalization and amortization of manufacturing vari-
ances are recorded on the consolidated financial statements
as part of Cash to Accrual and Other Adjustments and are not
allocated to the segment that holds the related lease merchan-
dise.
• Advertising expense in the sales and lease ownership division
is estimated at the beginning of each year and then allocated
to the division ratably over time for management reporting
purposes. For financial reporting purposes, advertising expense
is recognized when the related advertising activities occur. The
difference between these two methods is reflected as part of
the Cash to Accrual and Other Adjustments line below.
• Sales and lease ownership lease merchandise write-offs are
recorded using the direct write-off method for management
reporting purposes and using the allowance method for
financial reporting purposes. The difference between these two
methods is reflected as part of the Cash to Accrual and Other
Adjustments line below.
• Interest on borrowings is estimated at the beginning of each
year. Interest is then allocated to operating segments based on
relative total assets.
Revenues in the “Other” category are primarily revenues
of the Aaron’s Office Furniture division, from leasing space to
unrelated third parties in the corporate headquarters building
and revenues from several minor unrelated activities. The pre-tax
losses in the “Other” category are the net result of the activity
mentioned above, net of the portion of corporate overhead not
allocated to the reportable segments for management purposes,
and a $4.9 million gain from the sale of a parking deck at the
Company’s corporate headquarters in the first quarter of 2007.
Measurement of Segment Profit or loss and
Segment Assets
The Company evaluates performance and allocates resources based
on revenue growth and pre-tax profit or loss from operations. 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. Since the
intersegment profit and loss affect inventory valuation, deprecia-
tion and cost of goods sold are adjusted when intersegment profit
is eliminated in consolidation.
36
37
Factors used by Management to identify the Reportable Segments
The Company’s reportable segments are based on the operations
of the Company that the chief operating decision maker regularly
reviews to analyze performance and allocate resources among
business units of the Company.
As discussed in Note N, the Company sold substantially all of
division has been classified as a discontinued operation and is
not included in our segment information as shown below.
In all segment disclosure periods presented, the Aaron’s Office
Furniture division was reclassified from the Sales and Lease
Ownership Segment to the Other Segment.
the assets of the Aaron’s Corporate Furnishings division during
the fourth quarter of 2008. For financial reporting purposes, this
Information on segments and a reconciliation to earnings
before income taxes from continuing operations are as follows:
(in Thousands)
Revenues From External Customers:
Sales and Lease Ownership
Franchise
Other
Manufacturing
Revenues of Reportable Segments
Elimination of Intersegment Revenues
Cash to Accrual Adjustments
Total Revenues from External Customers from Continuing Operations
Earnings Before income Taxes:
Sales and Lease Ownership
Franchise
Other
Manufacturing
Earnings Before Income Taxes for Reportable Segments
Elimination of Intersegment Profit (Loss)
Cash to Accrual and Other Adjustments
Total Earnings from Continuing Operations Before Income Taxes
Assets:
Sales and Lease Ownership
Franchise
Other
Manufacturing
Total Assets from Continuing Operations
Depreciation and Amortization:
Sales and Lease Ownership
Franchise
Other
Manufacturing
Total Depreciation and Amortization from Continuing Operations
interest Expense:
Sales and Lease Ownership
Franchise
Other
Manufacturing
Total Interest Expense from Continuing Operations
Revenues From Canadian Operations (included in totals above):
Sales and Lease Ownership
Assets From Canadian Operations (included in totals above):
Sales and Lease Ownership
Year Ended
December 31,
2009
Year Ended
December 31,
2008
Year Ended
December 31,
2007
$1,685,841
52,941
19,320
72,473
1,830,575
(73,184)
(4,604)
$1,752,787
$ 147,261
39,335
(5,676)
3,329
184,249
(3,341)
(4,469)
$ 176,439
$1,110,675
51,245
144,024
15,512
$1,321,456
$ 508,218
192
9,073
1,888
$ 519,371
$ 4,030
—
265
4
$ 4,299
$1,526,405
45,025
25,781
68,720
1,665,931
(69,314)
(4,009)
$1,592,608
$ 113,513
32,933
(60)
1,350
147,736
(1,332)
(6,824)
$ 139,580
$1,019,338
39,831
152,934
21,167
$1,233,270
$ 461,182
350
8,016
1,845
$ 471,393
$ 7,621
—
193
4
$ 7,818
$1,325,088
38,803
32,374
73,017
1,469,282
(73,173)
(1,170)
$1,394,939
$ 90,225
28,651
4,805
(368)
123,313
497
(6,058)
$ 117,752
$ 897,828
31,754
80,206
26,012
$1,035,800
$ 416,012
162
11,807
846
$ 428,827
$ 7,386
—
197
4
$ 7,587
$ 3,781
$ 8,716
$ 3,746
$ 6,469
$ 7,985
$ 4,096
36
37
Notes to consolidated Financial statements
Note L: Related Party Transactions
The Company leases certain properties under capital leases with cer-
tain related parties that are more fully described in Note D above.
In 2009, the Company sponsored the son of its Chief
Operating Officer as a driver for the Robert Richardson Racing
team in the NASCAR Nationwide Series at a cost of $1.6 million.
The Company also paid $22,000 for team decals, apparel and
driver travel to corporate promotional events. The sponsorship
agreement expired at the end of the year and was not renewed.
Motor sports promotions and sponsorships are an integral part of
the Company’s marketing programs.
In the second quarter of 2009, the Company entered into
an agreement with R. Charles Loudermilk, Sr., Chairman of the
Board of Directors of the Company, to exchange 500,000 of Mr.
Loudermilk, Sr.’s shares of the Company’s voting Class A Common
Stock for 416,335 shares of its non-voting Common Stock hav-
ing approximately the same fair market value, based on a 30
trading day average
.
Note M: Quarterly Financial Information (Unaudited)
(in Thousands, Except Per Share)
First quarter
Second quarter
Third quarter
Fourth quarter
Year Ended December 31, 2009
Revenues
Gross Profit*
Earnings Before Taxes From Continuing Operations
Net Earnings From Continuing Operations
(Loss) Earnings From Discontinued Operations, Net of Tax
Continuing Operations:
Earnings Per Share
Earnings Per Share Assuming Dilution
Discontinued Operations:
Earnings Per Share
Earnings Per Share Assuming Dilution
Year Ended December 31, 2008
Revenues
Gross Profit *
Earnings Before Taxes From Continuing Operations
Net Earnings From Continuing Operations
Earnings From Discontinued Operations, Net of Tax
Continuing Operations:
Earnings Per Share
Earnings Per Share Assuming Dilution
Discontinued Operations:
Earnings Per Share
Earnings Per Share Assuming Dilution
$473,950
226,571
57,236
35,360
(209)
$417,310
206,191
44,350
27,826
(76)
$415,259
203,254
34,999
24,655
(19)
$446,268
207,323
39,854
25,037
27
.66
.65
.00
.00
.51
.51
.00
.00
.45
.45
.00
.00
.46
.46
.00
.00
$412,681
194,757
37,618
22,563
2,190
$387,014
188,978
35,384
22,361
918
$388,019
184,643
32,457
19,835
1,243
$404,894
188,678
34,121
21,010
69
.42
.42
.04
.04
.42
.41
.02
.02
.37
.37
.03
.02
.39
.39
.00
.00
* Gross profit is the sum of lease revenues and fees, retail sales, and non-retail sales less retail cost of sales, non-retail cost of sales, depreciation of
lease merchandise and write-offs of lease merchandise.
38
39
Note N: Discontinued operations
Note o: Deferred compensation Plan
On September 12, 2008, the Company entered into an agreement
with CORT Business Services Corporation to sell substantially all
of the assets of its Aaron’s Corporate Furnishings division and to
transfer certain of the Aaron’s Corporate Furnishings division’s lia-
bilities to CORT. The Aaron’s Corporate Furnishings division, which
operated at 47 stores, primarily engaged in the business of leasing
and selling residential and office furniture, electronics, appliances,
housewares and accessories. The Company consummated the sale
of the Aaron’s Corporate Furnishings division in the fourth quarter
of 2008.
The consideration for the assets consisted of $72 million
in cash plus payments for certain accounts receivable of the
Aaron’s Corporate Furnishings division, subject to certain adjust-
ments, including for differences in the amount of the Aaron’s
Corporate Furnishings division’s inventory at closing and in the
monthly rent potential of the division’s merchandise on lease
at closing as compared to certain benchmark ranges set forth
in the purchase agreement. The assets transferred include all of
the Aaron’s Corporate Furnishings division’s lease contracts with
customers and certain other contracts, certain inventory and
accounts receivable and store leases or subleases for 27 loca-
tions. CORT assumed performance obligations under transferred
lease and certain other contracts and customer deposits. The
Company retained other liabilities of the Aaron’s Corporate
Furnishings division, including its accounts payable and accrued
expenses. Included in the 2008 results is a $1.2 million pre-tax
gain on the sale of the Aaron’s Corporate Furnishings division in
the fourth quarter of 2008.
Summarized operating results for the Aaron’s Corporate
Furnishings division for the years ended December 31 are as fol-
lows:
(in Thousands)
2009
2008
2007
Revenues
(Loss) Earnings Before
Income Taxes
(Loss) Earnings From
Discontinued Operations,
Net of Tax
$ —
$83,359
$99,972
(447)
7,162
11,093
(277)
4,420
6,850
Effective July 1, 2009, the Company adopted the Aaron’s, Inc.
Deferred Compensation Plan (the “Plan”) an unfunded, nonquali-
fied deferred compensation plan for a select group of manage-
ment, highly compensated employees and non-employee directors.
On a pre-tax basis, eligible employees can defer receipt of up to
75% of their base compensation and up to 100% of their incen-
tive pay compensation, and eligible non-employee directors can
defer receipt of up to 100% of both their cash and stock director
fees, whether payable in cash or Company stock. In addition, the
Company may elect to make restoration matching contributions
on behalf of eligible employees to make up for certain limitations
on the amount of matching contributions an employee can receive
under the Company’s tax-qualified 401(k) plan.
Compensation deferred under the Plan is credited to each
participant’s deferral account and a deferred compensation
liability is recorded in accounts payable and accrued expenses
in our consolidated balance sheets. The deferred compensation
plan liability was approximately $713,000 as of December 31,
2009. Liabilities under the Plan are recorded at amounts due
to participants, based on the fair value of participants’ selected
investments. The obligations are unsecured general obligations
of the Company and the participants have no right, interest or
claim in the assets of the Company, except as unsecured general
creditors. The Company has established a Rabbi Trust to fund
obligations under the Plan with Company-owned life insurance
(“COLI”) contracts. The cash surrender value of these policies
totaled $772,000 as of December 31, 2009 and is included in
prepaid expenses and other assets in the consolidated balance
sheets.
Deferred compensation expense charged to operations for the
Company’s matching contributions totaled $130,000 in 2009. No
benefits have been paid as of December 31, 2009.
38
39
Management Report on Internal control
over Financial Reporting
Management of Aaron’s, Inc. (the “Company”) is responsible for
establishing and maintaining adequate internal control over finan-
cial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compli-
ance with the policies or procedures may deteriorate. Internal
control over financial reporting cannot provide absolute assur-
ance of achieving financial reporting objectives because of its
inherent limitations. Internal control over financial reporting is
a process that involves human diligence and compliance and is
subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial report-
ing process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, the risk.
The Company’s management assessed the effectiveness of
the Company’s internal control over financial reporting as of
December 31, 2009. In making this assessment, the Company’s
management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework.
Based on its assessment, management believes that, as of
December 31, 2009, the Company’s internal control over finan-
cial reporting was effective based on those criteria.
The Company’s internal control over financial reporting as of
December 31, 2009 has been audited by Ernst & Young LLP, an
independent registered public accounting firm, as stated in their
report dated February 26, 2010, which expresses an unqualified
opinion on the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2009.
Report of Independent Registered Public Accounting Firm
on Financial statements
The Board of Directors and Shareholders
of Aaron’s, Inc.
We have audited the accompanying consolidated balance sheets of
Aaron’s, Inc. and subsidiaries as of December 31, 2009 and 2008,
and the related consolidated statements of earnings, shareholders’
equity, and cash flows for each of the three years in the period
ended December 31, 2009. 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 the standards
of the Public Company Accounting Oversight Board (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 misstatement. 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 esti-
mates 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’s, Inc. and subsidiaries at December 31, 2009
and 2008, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 2009, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United States),
Aaron’s, Inc.’s internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our
report dated February 26, 2010 expressed an unqualified opinion
thereon.
Atlanta, Georgia
February 26, 2010
40
41
Report of Independent Registered Public Accounting Firm
on Internal control over Financial Reporting
The Board of Directors and Shareholders
of Aaron’s, Inc.
We have audited Aaron’s, Inc.’s internal control over financial
reporting as of December 31, 2009, based on criteria established in
Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (the
COSO criteria). Aaron’s, Inc.’s management is responsible for main-
taining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over finan-
cial reporting included in the accompanying Management Report
on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit pro-
vides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reason-
able detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expendi-
tures of the company are being made only in accordance with
authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inad-
equate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, Aaron’s, Inc. maintained, in all material
respects, effective internal control over financial reporting as of
December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Aaron’s, Inc. as of December
31, 2009 and 2008, and the related consolidated statements of
earnings, shareholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2009. Our report
dated February 26, 2010 expressed an unqualified opinion
thereon.
Atlanta, Georgia
February 26, 2010
40
41
common stock Market Prices and Dividends
ration 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. Under our revolving credit agreement, we
may pay cash dividends in any year only if the dividends do not
exceed 50% of our consolidated net earnings for the prior fis-
cal year plus the excess, if any, of the cash dividend limitation
applicable to the prior year over the dividend actually paid in the
prior year.
The line graph above and the table below compare, for the
last five fiscal years of the Company, the yearly percentage
change in the cumulative total shareholder returns (assuming
reinvestment of dividends) on the Company’s Common Stock
with that of the S&P SmallCap 600 Index and a Peer Group.
For 2009, the Peer Group consisted of Rent-A-Center, Inc. The
stock price performance shown is not necessarily indicative of
future performance.
12/04 12/05 12/06 12/07 12/08 12/09
Aaron’s, Inc.
100.00 84.53 115.67 77.52 107.54 112.31
S&P SmallCap 600 100.00 107.68 123.96 123.59 85.19 106.97
66.87
Peer Group
100.00 71.17 111.36 54.79 66.60
Copyright© 2010 Standard & Poor’s, a division of The McGraw-Hill Companies Inc. All
rights reserved. (www.researchdatagroup.com/S&P.htm)
The Company’s Common Stock and Class A Common Stock are
listed on the New York Stock Exchange under the symbols “AAN”
and “AAN.A”, respectively.
The number of shareholders of record of the Company’s
Common Stock and Class A Common Stock at February 24,
2010 was 249 and 111, respectively. The closing prices for the
Common Stock and Class A Common Stock at February 24, 2010
were $29.80 and $24.30 respectively.
The following table shows the range of high and low closing
prices per share for the Common Stock and Class A Common
Stock and the quarterly cash dividends declared per share for
the periods indicated.
Common Stock
high
low
December 31, 2009
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
December 31, 2008
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$28.00
35.21
32.03
29.52
$23.07
26.27
30.22
28.89
$20.87
25.75
24.82
24.60
$13.27
20.56
21.30
15.11
Class A Common Stock
high
low
December 31, 2009
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
December 31, 2008
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$23.40
30.45
25.10
23.65
$21.01
24.00
25.92
23.50
$15.75
22.25
20.07
14.34
$13.25
19.00
19.50
13.50
Cash
Dividends
Per Share
$.017
.017
.017
.018
$.016
.016
.016
.017
Cash
Dividends
Per Share
$.017
.017
.017
.018
$.016
.016
.016
.017
Subject to our ongoing ability to generate sufficient income,
any future capital needs and other contingencies, we expect to
continue our policy of paying dividends. Our articles of incorpo-
42
Graph produced by Research Data Group, Inc.1/4/2010COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among Aaron's, Inc., The S&P SmallCap 600 IndexAnd A Peer Group$0$20$40$60$80$100$120$14012/0412/0512/0612/0712/0812/09Aaron's, Inc.S&P SmallCap 600Peer Group*$100 invested on 12/31/04 in stock or index, including reinvestment of dividends.Fiscal year ending December 31.Copyright© 2010 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
Board of Directors
R. Charles loudermilk, Sr.
Chairman of the Board, Aaron’s, Inc.
Ronald w. Allen (1)
Retired Chairman of the Board,
President and Chief Executive Officer,
Delta Air Lines, Inc.
leo Benatar (2)
Principal, Benatar & Associates
william k. Butler, Jr.
Chief Operating Officer, Aaron’s, Inc.
gilbert l. Danielson
Executive Vice President, Chief
Financial Officer, Aaron’s, Inc.
Earl Dolive (1)
Vice Chairman of the Board, Emeritus,
Genuine Parts Company
David l. kolb (1)
Retired Chairman and Chief Executive
Officer, Mohawk Industries, Inc.
Robert C. loudermilk, Jr.
President, Chief Executive Officer,
Aaron’s, Inc.
John C. Portman, Jr.
Chairman of the Board, Portman Holdings,
LLC; Chairman, AMC, Inc.; and Chairman,
John Portman & Associates
Ray M. Robinson (2)
President Emeritus, East Lake Golf
Club and Vice Chairman, East Lake
Community Foundation
John Schuerholz
President, The Atlanta Braves
officers
Corporate
R. Charles loudermilk, Sr.*
Chairman of the Board
Robert C. loudermilk, Jr.*
President, Chief Executive Officer
william k. Butler, Jr.*
Chief Operating Officer
gilbert l. Danielson*
Executive Vice President,
Chief Financial Officer
James l. Cates*
Senior Group Vice President,
Corporate Secretary
Elizabeth l. gibbs*
Vice President, General Counsel
B. lee landers, Jr.*
Vice President,
Chief Information Officer
Michael w. Jarnagin
Vice President, Manufacturing
James C. Johnson
Vice President, Internal Audit
Robert P. Sinclair, Jr.*
Vice President, Corporate Controller
D. Chad Strickland
Vice President, Employee Relations
Danny walker, Sr.
Vice President, Internal Security
Aaron’s Sales & lease
Ownership Division
k. Todd Evans*
Vice President, Franchising
Mitchell S. Paull*
Senior Vice President,
Merchandising and Logistics
John A. Allevato
Vice President, Divisional Analyst
for RIMCO Operations
(1) Member of Audit Committee
* Executive Officer
(2) Member of Compensation Committee
gregory g. Bellof
Vice President, Mid-Atlantic Operations
Michael C. Bennett
Vice President, Great Lakes Operations
David A. Boggan
Vice President, Mississippi
Valley Operations
David l. Buck
Vice President, Southwestern Operations
Todd g. Coppedge
Vice President, Midwest Operations
Paul A. Doize
Vice President, Real Estate
Joseph N. Fedorchak
Vice President, Eastern Operations
Scott l. harvey
Vice President, Management Development
kevin J. hrvatin
Vice President, Western Operations
Jason M. McFarland
Vice President, Mid-American Operations
Steven A. Michaels
Vice President, Finance
Tristan J. Montanero
Vice President, Central Operations
Michael h. Pokorny
Vice President, Northeast Operations
Mark A. Rudnick
Vice President, Marketing
Michael P. Ryan
Vice President, Northern Operations
John T. Trainor
Vice President, Information Technology
Aaron’s Office Furniture Division
Ronald M. Benedit
Vice President, Operations
Christy E. Cross
Vice President, Sales
42
43
corporate and shareholder Information
Corporate headquarters
309 E. Paces Ferry Rd., N.E.
Atlanta, Georgia 30305-2377
(404) 231-0011
www.aaronsinc.com
www.shopaarons.com
Annual Shareholders Meeting
The annual meeting of the share holders of
Aaron’s, Inc. will be held on Tuesday, May
4, 2010, at 10:00 a.m. EDT on the 4th Floor,
SunTrust Plaza, 303 Peachtree Street, N.E.,
Atlanta, Georgia 30303
Subsidiaries
Aaron investment Company
4005 Kennett Pike
Greenville, Delaware 19807
(302) 888-2351
Aaron’s Canada, ulC
309 E. Paces Ferry Rd., N.E.
Atlanta, Georgia 30305-2377
(404) 231-0011
Transfer Agent and Registrar
Computershare Investor Services
Canton, Massachusetts
general Counsel
Kilpatrick Stockton LLP
Atlanta, Georgia
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, Execu-
tive Vice President, Chief Financial Officer,
Aaron’s, Inc., 309 E. Paces Ferry Rd., N.E.,
Atlanta, Georgia 30305-2377.
Stock listing
Aaron’s, Inc.’s Common Stock and Class A
Common Stock are traded on the New York
Stock Exchange under the symbols “AAN”
and “AANA,” respectively.
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 in the Company’s filings with
the Securities and Exchange Commission.
All statements which address operating
performance, events, or developments that
we expect or anticipate will occur in the
future — including growth in store openings,
franchises awarded, and market share, and
statements expressing general optimism
about future operating results — are for-
ward-looking statements. Forward-looking
statements are subject to certain risks and
uncertainties that could cause actual results
to differ materially. The Company under-
takes no obligation to publicly update or
revise any forward-looking statements. For a
discussion of such risks and uncertainties,
see “Risk Factors” in Item 1A of the
Company’s Annual Report on Form 10-K
filed with the Securities and Exchange
Commission.
44
309 E. Paces Ferry Rd., N.E.
Atlanta, Georgia 30305-2377
(404) 231-0011
www.aaronsinc.com
www.shopaarons.com