Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
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Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No Fee Required) |
For the fiscal year ended December 31, 2009
OR
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Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) |
For the transition period from to .
Commission file number 001-13941
Aaron’s, Inc. Employees Retirement Plan and Trust
Full title of the plan and the address of the plan, if different
from that of the issuer named below
AARON’S, INC.
309 E. PACES FERRY ROAD, N.E.
ATLANTA, GA 30305-2377
This report contains a total of 14 sequentially numbered pages.
Exhibit Index appears on page 13.
Audited Financial Statements and
Supplemental Schedules
Aaron’s, Inc. Employees Retirement Plan and Trust
(formerly Aaron Rents, Inc. Employees Retirement Plan and Trust)
Years Ended December 31, 2009 and 2008
With Report of Independent Registered Public Accounting Firm
Aaron’s, Inc.
Employees Retirement Plan and Trust
(formerly Aaron Rents, Inc. Employees Retirement Plan and Trust)
Audited Financial Statements and Supplemental Schedule
Years Ended December 31, 2009 and 2008
Contents
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1 |
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Audited Financial Statements |
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10 |
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11 |
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| Exhibit 23 |
Report of Independent Registered Public Accounting Firm
The Employee Benefits Committee
Aaron’s, Inc. Employees Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits of Aaron’s, Inc.
Employees Retirement Plan and Trust (formerly Aaron Rents, Inc. Employees Retirement Plan and
Trust) as of December 31, 2009 and 2008, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are the responsibility
of the Plan’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. We
were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and 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 net assets available for benefits of the Plan at December 31, 2009 and 2008, and the
changes in its net assets available for benefits for the years then ended, in conformity with US
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December
31, 2009 and delinquent participant contributions for the year then ended, are presented for
purposes of additional analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor’s Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan’s management. The supplemental schedules have been
subjected to the auditing procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial statements taken
as a whole.
Atlanta, GA
June 29, 2010
1
Aaron’s, Inc.
Employees Retirement Plan and Trust
(formerly Aaron Rents, Inc. Employees Retirement Plan and Trust)
Statements of Net Assets Available for Benefits
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December 31 |
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2009 |
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2008 |
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Assets |
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Investments, at fair value |
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$ |
25,742,865 |
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$ |
21,667,384 |
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Contributions receivable: |
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Employer |
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3,131 |
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5,863 |
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Participant |
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8,615 |
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15,907 |
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Net assets reflecting investments at fair value |
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25,754,611 |
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21,689,154 |
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Adjustments from fair value to contract value
for fully benefit-responsive instrument
contracts |
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(81,876 |
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— |
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Net assets available for benefits |
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$ |
25,672,735 |
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$ |
21,689,154 |
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See accompanying notes.
2
Aaron’s, Inc.
Employees Retirement Plan and Trust
(formerly Aaron Rents, Inc. Employees Retirement Plan and Trust)
Statements of Changes in Net Assets Available for Benefits
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Year ended December 31 |
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2009 |
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2008 |
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Additions to net assets attributed to: |
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Interest and dividend income |
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$ |
440,349 |
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$ |
352,470 |
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Contributions: |
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Participants |
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2,346,562 |
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2,576,956 |
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Employer |
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835,053 |
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848,119 |
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Rollover |
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40,123 |
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42,478 |
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Total additions |
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3,662,087 |
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3,820,023 |
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Net appreciation (depreciation) in fair value of investments |
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3,023,547 |
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(4,008,722 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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(2,702,053 |
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(3,960,833 |
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Net increase (decrease) in net assets available for benefits |
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3,983,581 |
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(4,149,532 |
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Net assets available for benefits at beginning of year |
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21,689,154 |
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25,838,686 |
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Net assets available for benefits at end of year |
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$ |
25,672,735 |
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$ |
21,689,154 |
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See accompanying notes.
3
Aaron’s, Inc.
Employees Retirement Plan and Trust
(formerly Aaron Rents, Inc. Employees Retirement Plan and Trust)
Notes to Financial Statements
December 31, 2009
1. Description of the Plan
The following description of the Aaron’s, Inc. Employees Retirement Plan and Trust, formerly Aaron
Rents, Inc. Employees Retirement Plan and Trust, (the Plan) is provided for general information
purposes only. More complete information regarding items such as vesting, benefit provisions, and
Plan termination may be found in the Summary Plan Description, which has been distributed to all
participants, and the Plan document, which is available to all participants upon request.
The Plan is a defined contribution plan covering substantially all employees of Aaron’s, Inc., (the
Company). Any employee of the Company who attains 21 years of age and has completed one year of
service (as defined in the Plan document) is eligible to participate in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
The Plan is administered by the Employee Benefits Committee (the Committee) appointed by the Board
of Directors of the Company. The duties of the Committee include interpretation of the Plan
document, determination of benefits due to participants, and authorization of disbursements from
the net assets available for benefits.
Participation in the Plan is voluntary and participants may contribute up to ten percent of their
annual compensation in the form of a salary deferral, thereby deferring related income taxes
pursuant to Section 401(k) of the Internal Revenue Code (Code). Participants may also contribute up
to an additional ten percent of their aggregate annual compensation paid by the Company during all
years they have been a participant in the Plan and any other qualified retirement plan adopted by
the Company; however, income taxes on this additional portion of the participant’s compensation may
not be deferred. The Company matches 50% of the first 4% of compensation that a participant
contributes to the Plan.
Individual accounts are maintained for each participant. Participants direct their contributions
into various options offered by the Plan and can change their investment options on a daily basis.
Investment income earned by the Plan is allocated to participants’ accounts based upon relative
balances of the individual accounts as of the valuation date for which the allocation is being
made. At the discretion of the Company, forfeitures may reduce the matching contribution required
for the current Plan year or may be allocated to participants’ accounts pro rata based on
compensation. For the year ended December 31, 2009 and 2008, the Company elected to reduce its matching contribution by forfeitures of $51,439 and $122,820,
respectively. Unallocated forfeiture account balances totaled $689 and $3 for the years ended
December 31, 2009 and 2008, respectively.
4
Participants are immediately vested in their contributions and earnings thereon. The Plan provides
for 20% vesting of Company’s matching contributions after two years of service (as defined in the
Plan document) are completed with subsequent vesting at an additional 20% per service year until
the participant is fully vested.
A participant’s total account balance is payable either in a lump-sum distribution or by regular
periodic installments upon his or her retirement, death, or disability. Upon termination of
service, only the vested portion of the participant’s account becomes payable. In the event of a
participant’s death or permanent and total disability, his or her interest in the Plan will become
fully vested.
The Company has the right under the Plan to discontinue contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination (or permanent
discontinuance of contributions to the Plan), all amounts credited to the accounts of the
participants will become 100% vested. The Plan’s assets will be distributable to the participants
in accordance with the respective values of their accounts.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Plan have been prepared on the accrual basis of
accounting.
Payment of Benefits
Benefits are recorded when paid.
Valuation of Investments
The Plan’s investments are stated at fair value. Shares of mutual funds and Aaron’s, Inc. common
stock investments are valued based on quoted market prices in an active market.
The Plan invests in fully benefit-responsive investment contracts through a common collective trust
(SunTrust Retirement Stable Asset Fund B). The statements of net assets available for benefits
present the fair value of the Plan’s interest in the SunTrust Retirement Stable Asset Fund B;
however, since these contracts are fully benefit-responsive, an adjustment is reflected in the
statements of net assets available for benefits to present these investments at contract value.
Contract value is the relevant measurement attributable to fully benefit-responsive investment
contracts because contact value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the Plan. The contract value of the SunTrust Retirement Stable Asset Fund B represents contributions plus
earnings, less participant withdrawals and administrative expenses.
5
The Plan accounts for fair value in accordance with Accounting Standards Codification (“ASC”) Topic
820, Fair Value Measurements. ASC 820 defines fair value as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date (an exit price). ASC 820 outlines a valuation framework and creates a fair
value hierarchy in order to increase the consistency and comparability of fair value measurements
and the related disclosures and prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or
indirectly; and;
Level 3: Unobservable inputs in which there is little or no market data, which require the
reporting entity to develop its own assumptions.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets carried
at fair value.
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Assets at Fair Value as of December 31, 2009 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Company stock |
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$ |
6,618,881 |
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$ |
— |
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$ |
— |
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$ |
6,618,881 |
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Common trust fund* |
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— |
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3,909,092 |
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— |
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3,909,092 |
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Mutual funds: |
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U.S. securities |
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12,312,422 |
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— |
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— |
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12,312,422 |
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International securities |
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1,482,948 |
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— |
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— |
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1,482,948 |
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Bonds |
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1,419,522 |
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— |
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— |
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1,419,522 |
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Total assets at fair value |
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$ |
21,833,773 |
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$ |
3,909,092 |
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$ |
— |
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$ |
25,742,865 |
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6
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Assets at Fair Value as of December 31, 2008 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Company stock |
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$ |
6,552,430 |
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$ |
— |
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$ |
— |
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$ |
6,552,430 |
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Common trust fund* |
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— |
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3,751,047 |
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— |
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3,751,047 |
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Mutual funds: |
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U.S. securities |
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9,059,689 |
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— |
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— |
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9,059,689 |
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International securities |
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866,283 |
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— |
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— |
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866,283 |
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Bonds |
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1,437,935 |
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— |
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— |
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1,437,935 |
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Total assets at fair value |
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$ |
17,916,337 |
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$ |
3,751,047 |
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$ |
— |
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$ |
21,667,384 |
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| * |
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This category includes investments in SunTrust Retirement Stable Asset Fund B that is designed to
deliver safety and stability by preserving principal while also seeking a reasonable stable monthly
return and high degree of liquidity for participant withdrawals. This fund is primarily invested in
a variety of investment contracts such as guaranteed investment contracts issued by insurance
companies and other financial institutions and other investment products (synthetic guaranteed
investment contracts and collective trust funds). The net asset value at contract value is
determined each day (“valuation date”). Fund units are issued and redeemed based upon the net asset
value per unit at contract value on the valuation date. The fair value of the fund has been
estimated based on the fair value of the underlying investment contracts in the fund as reported by
the issuer of the fund. The fair value differs from the contract value. As previously discussed,
contract value is the relevant measurement attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would received if they were to initiate
permitted transactions under the terms of the Plan. |
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
as earned. Dividends are recorded on the ex-dividend date. Net appreciation/depreciation includes
the Plan’s gains and losses on investments bought and sold as well as held during the year.
Administrative Costs
The Company pays all administrative costs of the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates that affect the amounts reported in the
financial statements and accompanying notes and supplemental schedules. Actual results could differ
from those estimates and the differences could be significant.
7
3. Investments
During the year ended December 31, 2009 and 2008, the Plan’s investments (including investments
purchased, sold, and held during the year) appreciated/(depreciated) in fair value as follows:
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December 31 |
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2009 |
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2008 |
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Mutual funds (quoted market prices) |
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$ |
2,641,622 |
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$ |
(6,041,755 |
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Aaron’s, Inc. common stock (quoted market price) |
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299,456 |
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1,917,919 |
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Common trust fund (quoted redemption price) |
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82,469 |
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115,114 |
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$ |
3,023,547 |
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$ |
(4,008,722 |
) |
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Investments that represent 5% or more of the value of the Plan’s net assets are as follows:
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December 31 |
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2009 |
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2008 |
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Aaron’s, Inc. Common Stock Fund |
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$ |
6,618,881 |
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$ |
6,552,430 |
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SunTrust Bank: |
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SunTrust Retirement Stable Asset Fund B (at contract value)** |
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3,827,216 |
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3,751,047 |
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Ridgeworth Large Cap Value Fund |
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3,520,027 |
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2,810,227 |
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Ridgeworth Small Cap Value Fund |
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2,383,743 |
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1,527,612 |
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Alliance Bernstein Balanced Fund Shares A |
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2,134,414 |
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1,861,542 |
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Ridgeworth Large Cap Growth Fund |
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2,039,575 |
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1,466,511 |
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Franklin Small-Mid Cap Growth Fund |
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1,514,605 |
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|
984,339 |
* |
Ridgeworth International Equity Fund |
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1,409,901 |
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|
864,249 |
* |
Ridgeworth US Government Securities Fund |
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1,322,975 |
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1,437,660 |
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| * |
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Investment was less than 5% of net assets. |
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| ** |
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The fair value of the Plan’s investment in SunTrust Retirement Stable Asset Fund B was
$3,909,092 and $3,751,047 at December 31, 2009 and December 31, 2008, respectively. |
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated August 28,
2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the
related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended and restated. The Plan sponsor has indicated that it will take the
necessary steps, if any, to bring the Plan’s operations into compliance with the Code.
8
5. Transactions With Parties in Interest
Certain Plan investments are shares of funds managed by SunTrust Bank. SunTrust Bank is the Plan’s
Trustee and, therefore, these transactions qualify as party-in-interest transactions; however, they
are exempt from the prohibited transactions rules under ERISA.
The Plan held 238,707 and 245,504 shares of Aaron’s, Inc. Common Stock valued at $6,618,881 and
$6,552,430 at December 31, 2009 and 2008, respectively. The Plan received $16,641 and $16,866 in
common stock dividends from Aaron’s, Inc. in the years ended December 31, 2009 and 2008,
respectively.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks, such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the statements of net assets available
for benefits.
9
Supplemental Schedules
Aaron’s, Inc.
Employees Retirement Plan and Trust
(formerly Aaron Rents, Inc. Employees Retirement Plan and Trust)
EIN #58-0687630 Plan #001
Schedule H, Line 4a — Schedule of Delinquent Participant Contributions
Year Ended December 31, 2009
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Total that Constitute Nonexempt Prohibited Transactions |
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Total Fully |
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Contributions |
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Contributions |
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Corrected |
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Corrected |
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Pending |
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Under VFCP |
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Contributions |
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Outside |
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Correction in |
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and PTE |
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| Participant Contributions Transferred Late to Plan |
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Not Corrected |
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VFCP |
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VFCP |
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2002-51 |
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Check here
if Late Participant Loan Repayments are included: o |
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$1,933 |
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$ |
1,933 |
(1) |
$4,983 |
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$ |
4,983 |
(2) |
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| (1) |
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Represents delinquent participant contributions from various 2008 pay periods. The
Company remitted lost earnings to the Plan during 2010, and plans to file Form 5330, Return of
Excise Taxes Related to Employee Benefit Plans, in 2010. |
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| (2) |
|
Represents delinquent participant contributions from various 2007 pay periods. The
Company remitted lost earnings to the Plan during 2010, and plans to file Form 5330, Return of
Excise Taxes Related to Employee Benefit Plans, in 2010. |
10
Schedule H Line 4i — Schedule of Assets
(Held at End of Year)
December 31, 2009
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(b) |
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Identity of |
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|
|
|
| |
|
|
|
Issue, Borrower, |
|
|
|
|
(e) |
|
| |
|
|
|
Lessor, or |
|
|
(c) |
|
Current |
|
| (a) |
|
|
Similar Party |
|
|
Description of Investment |
|
Value |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
* |
|
|
Aaron’s, Inc. |
|
Aaron’s, Inc. Common Stock Fund |
|
$ |
6,618,881 |
|
| |
* |
|
|
SunTrust Bank |
|
SunTrust Retirement Stable Asset Fund B (at contract value)** |
|
|
3,827,216 |
|
| |
* |
|
|
SunTrust Bank |
|
Ridgeworth Large Cap Value Fund |
|
|
3,520,027 |
|
| |
* |
|
|
SunTrust Bank |
|
Ridgeworth Small Cap Value Fund |
|
|
2,383,743 |
|
| |
* |
|
|
SunTrust Bank |
|
Alliance Bernstein Balanced Fund Shares A |
|
|
2,134,414 |
|
| |
* |
|
|
SunTrust Bank |
|
Ridgeworth Large Cap Growth Fund |
|
|
2,039,575 |
|
| |
* |
|
|
SunTrust Bank |
|
Franklin Small-Mid Cap Growth Fund |
|
|
1,514,605 |
|
| |
* |
|
|
SunTrust Bank |
|
Ridgeworth International Equity Fund |
|
|
1,409,901 |
|
| |
* |
|
|
SunTrust Bank |
|
Ridgeworth US Government Securities Fund |
|
|
1,322,975 |
|
| |
* |
|
|
SunTrust Bank |
|
Goldman Sachs Mid Cap Value Fund |
|
|
720,058 |
|
| |
* |
|
|
SunTrust Bank |
|
T. Rowe Price Retirement Income Fund — R |
|
|
96,547 |
|
| |
* |
|
|
SunTrust Bank |
|
MFS Research International R3 Fund |
|
|
73,047 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
|
|
|
$ |
25,660,989 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| * |
|
Party-in-Interest |
| |
| ** |
|
The fair value of the Plan’s investment in SunTrust Retirement Stable Asset Fund B was $3,909,092
at December 31, 2009. |
| |
| Note: |
|
Cost information has not been included in column (d) because all investments are participant
directed. |
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
| |
Aaron Rents, Inc. Employees
Retirement Plan and Trust
(Name of Plan)
|
|
| Date June 29, 2010 |
/s/ JAMES L. CATES
|
|
| |
Name: |
James L. Cates |
|
| |
Title: |
Chairman Employee Benefits Committee |
|
12
EXHIBIT INDEX
| |
|
|
|
|
|
|
|
|
| Exhibit |
|
Description |
|
Page |
| |
|
|
|
|
|
|
|
|
| |
23 |
|
|
Consent of Ernst & Young LLP
|
|
|
|
14 |
13