Document/ExhibitDescriptionPagesSize 1: 8-K 8-K Earnings Release 4Q2023 HTML 53K
2: EX-10.1 Material Contract HTML 1.50M
3: EX-10.2 Material Contract HTML 1.34M
4: EX-99.1 EX-99.1 Press Release 4Q2023 HTML 595K
5: EX-99.2 EX-99.2 Company Overview Investor Presentation HTML 51K
4Q2023
6: EX-99.3 EX-99.3 Dividend Declaration HTML 9K
10: R1 Document and Entity Information Document HTML 48K
12: XML IDEA XML File -- Filing Summary XML 12K
15: XML XBRL Instance -- aan-20240226_htm XML 15K
11: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
8: EX-101.LAB XBRL Labels -- aan-20240226_lab XML 71K
9: EX-101.PRE XBRL Presentations -- aan-20240226_pre XML 35K
7: EX-101.SCH XBRL Schema -- aan-20240226 XSD 11K
13: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K
14: ZIP XBRL Zipped Folder -- 0001821393-24-000005-xbrl Zip 501K
Registrant’s telephone number, including area code: (i678) i402-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon Stock, $0.50 Par Value
iAAN
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Credit Facility Amendment
On
February 23, 2024, The Aaron’s Company, Inc., a Georgia corporation (the “Company”) amended its Credit Agreement, dated as of April 1, 2022 (as amended by the Credit Facility Amendment (as defined below), the “Credit Agreement”), among the Company, Aaron’s, LLC, a wholly owned subsidiary of the Company (“Borrower”), the financial institutions from time to time party thereto, as lenders (the “Lenders”), and Truist Bank, as administrative agent (the “Agent”), pursuant
to the terms and conditions of that certain First Amendment to Credit Agreement (the “Credit Facility Amendment”), among the Company, Borrower, the various subsidiaries of Borrower party thereto as guarantors (collectively with the Company and Borrower, the “Credit Facility Loan Parties”), the Lenders party thereto and the Agent. The Credit Facility Amendment, among other things: (i) decreases the Revolving Facility Commitments (as defined in the Credit Agreement) from $375 million to $275 million, (ii) includes a requirement that the Credit Facility Loan Parties deliver a security and pledge agreement, pursuant
to which the Credit Facility Loan Parties will grant a first priority lien (subject only to certain permitted liens) on substantially all of their respective assets (subject to certain agreed upon exclusions including, without limitation, all fee and leasehold interests in real property) to secure their respective obligations under or in respect of the Credit Agreement and (iii) amends the existing Fixed Charge Coverage Ratio (as defined in the Credit Agreement) covenant to lower the required minimum threshold for each of the fiscal quarters from and including Q1 2024 to and including Q4 2027 to the corresponding levels in the table set forth in the Credit Agreement.
The foregoing description of the Credit Facility Amendment does not purport to be complete and is qualified in its entirety by the full text of the Credit Facility Amendment, a copy of which is attached as Exhibit
10.1 hereto and is incorporated herein by reference.
Loan Facility Amendment
On February 23, 2024, the Company amended its Loan Facility Agreement and Guaranty, dated as of April 1, 2022 (as amended by the Franchise Facility Amendment (as defined below), the “Franchise Agreement”), among the Company, Borrower, the financial institutions from time to time party thereto, as participants (the “Participants”), and Truist Bank, as servicer (the “Servicer”),
pursuant to the terms and conditions of that certain Second Amendment to Loan Facility Agreement and Guaranty (the “Franchise Facility Amendment”), among the Company, Borrower, the various subsidiaries of Borrower party thereto as guarantors (collectively, together with the Company and Borrower, the “Franchise Facility Loan Parties”), the Participants party thereto and the Servicer. The Franchise Facility Amendment, among other things, (i) includes a requirement that the Franchise Facility Loan Parties deliver a security and pledge agreement, pursuant to which the Franchise Loan Parties will grant a first priority
lien (subject only to certain permitted liens) on substantially all of their respective assets (subject to certain agreed upon exclusions including, without limitation, all fee and leasehold interests in real property) to secure their respective obligations under or in respect of the Franchise Agreement and (ii) amends the existing Fixed Charge Coverage Ratio (as defined in the Franchise Agreement) covenant to lower the required minimum threshold for each of the fiscal quarters from and including Q1 2024 to and including Q4 2027 to the corresponding levels in the table set forth in the Franchise Agreement.
The foregoing description of the Franchise Facility Amendment does not purport to be complete and is qualified in its entirety by the full text of the Franchise Facility Amendment, a copy of which is attached as Exhibit 10.2 hereto and is incorporated
herein by reference.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On iFebruary 26, 2024, the Board of Directors of the Company declared a first quarter cash dividend of $0.125 per share on the Company's common stock. The dividend will be paid on April 3, 2024 to shareholders of record as of
the close of business on March 14, 2024.
On February 23, 2024, to better align executive pay with company performance, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved adjustments to the compensation of Douglas A. Lindsay, Chief Executive
Officer, Stephen Olsen, President, and C. Kelly Wall, Chief Financial Officer, for the 2024 fiscal year.
The Committee approved an aggregate reduction of approximately 17% to Mr. Lindsay’s total target direct compensation for 2024 (as compared to 2023), consisting of: (i) a 20% reduction in Mr. Lindsay’s target annual cash incentive award (from $1,200,000 to $960,000); and (ii) a 20% reduction in Mr. Lindsay’s targeted long-term incentive (“LTI”) award value (from $3,550,000 to $2,840,000).
In connection with such adjustments, the Committee approved a change in the mix of Mr. Lindsay’s LTI awards for 2024 so that they will be granted entirely in performance shares that are subject to performance-based vesting conditions, as compared to being weighted at 30% for time-based restricted stock, 20%
for stock options, and 50% for performance shares in 2023.
The Committee also approved an aggregate reduction of approximately 8% to each of Mr. Olsen’s and Mr. Wall’s total target direct compensation for 2024 (as compared to 2023), consisting of a 20% reduction in each such officer’s targeted LTI award value (from $950,000 to $760,000 for Mr. Olsen, and from $625,000 to $500,000 for Mr. Wall). In addition, the Committee determined that each of Mr. Olsen’s and Mr. Wall’s LTI awards for 2024 would consist of performance shares (weighted at 62.5%) and time-based restricted stock (weighted at 37.5%), as compared to being weighted at 30% for time-based restricted stock, 20% for stock options, and 50% for performance shares in 2023.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
