The following Management's Discussion and Analysis ("MD&A") is intended to help
the reader understand the results of operations and financial condition of PROG
Holdings, Inc. and should be read in conjunction with the consolidated financial
statements and the accompanying notes. Throughout the MD&A we refer to various
notes to our Consolidated Financial Statements which appear in Item 8 of this
Form 10-K. The following discussion may contain forward-looking statements that
reflect our plans, estimates and beliefs and involve risks, uncertainties and
assumptions. Our actual results could differ materially from those discussed in
these forward-looking statements. Factors that could cause or contribute to
these differences include those discussed in Item 1A. Risk Factors and
"Forward-Looking Statements" of this Form 10-K.
Business Overview
PROG Holdings, Inc. ("we," "our," "us," the "Company", or "PROG Holdings") is a
financial technology holding company with two operating segments: (i)
Progressive Leasing, which offers lease-to-own transactions primarily to
credit-challenged consumers, through point-of-sale and e-commerce retail
partners, via in-store, mobile and online solutions; and (ii) Vive Financial
("Vive"), which provides customers who may not qualify for traditional prime
lending with a variety of second-look, revolving credit products, through
private label and Vive-branded cards.
Our Progressive Leasing segment provides consumers with lease-purchase solutions
through approximately 25,000 third-party point-of-sale partner locations ("POS
partners") and e-commerce websites in 45 states and the District of Columbia. It
does so by purchasing merchandise from the POS partners desired by customers
and, in turn, leasing that merchandise to the customers through a cancellable
lease-to-own transaction. Progressive Leasing consequently has no stores of its
own, but rather offers lease-purchase solutions to the customers of traditional
and e-commerce retailers.
Our Vive segment primarily serves customers that may not qualify for traditional
prime lending offers who desire to purchase goods and services from
participating merchants. Vive offers customized programs, with services that
include revolving loans through private label and Vive-branded credit cards.
Vive's current network of over 3,000 POS partner locations and e-commerce
websites includes furniture, mattresses, fitness equipment, and home improvement
retailers, as well as medical and dental service providers.
Separation and Distribution of the Aaron's Business segment
On November 30, 2020, PROG Holdings (previously "Aaron's Holdings Company,
Inc.") completed the separation of its Aaron's Business segment from its
Progressive Leasing and Vive segments. The separation was effected through a
tax-free distribution of all outstanding shares of common stock of The Aaron's
Company, Inc. (referred to herein as "The Aaron's Company") to the PROG Holdings
shareholders of record as of the close of business on November 27, 2020
(referred to as the "separation and distribution transaction"). Through that
distribution, shareholders of PROG Holdings received one share of The Aaron's
Company for every two shares of PROG Holdings common stock. Upon completion of
the separation and distribution transaction on November 30, 2020, The Aaron's
Company became an independent, publicly traded company under the symbol "AAN" on
the New York Stock Exchange, while PROG Holdings continued to be listed on the
New York Stock Exchange under the new symbol "PRG".
Prior to the separation and distribution transaction, the Company's operating
segments were Progressive Leasing, Aaron's Business, and Vive. All direct
revenues and expenses of the Aaron's Business operations have been classified
within discontinued operations, net of income tax, within our consolidated
statements of earnings for all periods through the separation and distribution
date of November 30, 2020. Corporate expenses that have previously been reported
as expenses of the Aaron's Business segment did not qualify for classification
within discontinued operations and are reported as unallocated corporate
expenses for segment purposes within continuing operations. These unallocated
corporate expenses are in addition to corporate overhead costs allocated to the
Progressive Leasing and Vive segments for periods through the separation and
distribution date of November 30, 2020. We have focused our discussion in the
MD&A on our continuing operations of Progressive Leasing, Vive, and unallocated
corporate expenses.
Recent Developments and Operational Measures Taken by Us in Response to the
COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared the outbreak of
COVID-19 a pandemic. In response, local, state and federal governmental
authorities issued various forms of stay at home orders. Those orders resulted
in store closures or reduced hours and scope of operations for many of our POS
partners. In addition, demand for those POS partners' merchandise was
unfavorably impacted by their customers voluntarily electing to stay at home,
even for those POS partners whose stores were able to remain open due to being
classified as essential businesses. Most stay-at-home orders were lifted during
the second quarter of 2020, and most of our POS partners reopened during the
second quarter under various operating models, such as reopening physical
locations at full capacity or at reduced capacity and/or with curbside-only
transactions. While customer demand improved throughout the third and fourth
quarters of 2020, supply chain disruptions have resulted in shortages of
                                       39
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available products at certain POS partners, primarily in the appliance,
electronics and furniture categories. These pandemic-related developments had an
unfavorable impact on Progressive Leasing's generation of new lease agreements,
gross merchandise volume and revenues during 2020.
The COVID-19 pandemic may adversely impact our business, results of operations,
financial condition, liquidity and/or cash flow in future periods. The extent of
any such adverse impacts likely would depend on several factors, including (i)
the length and severity of the outbreak, including, for example, localized
outbreaks or additional waves of COVID-19 cases; (ii) the impact of any such
outbreaks on our customers, POS partners, and employees; (iii) the nature of any
government orders issued in response to such outbreaks; (iv) whether there is
additional government stimulus in response to the COVID-19 outbreak, as well as
the nature, timing and amount of such stimulus payments; and (v) supply chain
disruptions for our POS partners.
The following summarizes significant developments and operational measures taken
by the Company in response to the COVID-19 pandemic:
•We continue to invest heavily in technology aimed at enhancing our e-commerce
solutions with our POS partners.
•To protect the health of our employees and their families, we have transitioned
most of our employees to work-from-home status and have implemented significant
steps to reduce the risk of exposure to employees who are not able to
work-from-home.
The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act")
In response to the global impacts of COVID-19 on U.S. companies and citizens,
the government enacted the CARES Act on March 27, 2020. We believe a significant
portion of our Progressive Leasing and Vive customers received stimulus payments
and/or federally supplemented unemployment payments during 2020, which enabled
them to continue making payments to us under their lease-to-own or credit card
agreements, despite the economically challenging times resulting from the
COVID-19 pandemic.
The CARES Act also included several tax relief options for companies, which
resulted in the following provisions available to the Company:
•The Company elected to carryback its 2018 net operating losses of $242.2
million to 2013, thus generating a refund of $84.4 million, which was received
in July 2020, and an income tax benefit of $34.2 million recognized in 2020.
Vive filed a separate federal return from the Company and has also elected to
carryback its 2018 and 2019 net operating losses of $5.4 million and $5.2
million, respectively, to 2013 and 2014, thus generating a refund of $1.8
million in 2020, and an estimated refund of $1.8 million in 2021 and an income
tax benefit of $1.4 million recognized in 2020. The discrete tax benefits are
the result of the federal income tax rate differential between the current
statutory rate of 21% and the 35% rate applicable to 2013 and 2014.
•The Company will defer all payroll taxes that it is permitted to defer under
the CARES Act, which generally applies to Social Security taxes otherwise due,
with 50% of the tax payable on December 31, 2021 and the remaining 50% payable
on December 31, 2022.
•Certain wages and benefits that were paid to furloughed employees may be
eligible for an employee retention credit of up to 50% of wages paid to eligible
employees.
The federal government's supplement to unemployment payments lapsed on July 31,
2020 but was temporarily extended on a prospective basis beginning December 26,
2020. The current nature and/or extent of future stimulus measures, if any,
remains unknown. We cannot be certain that our customers will continue making
their payments to us if the federal government does not continue supplemental
unemployment benefits or enact additional stimulus measures. The government's
failure to do so could result in a significant reduction in the portion of our
customers who continue making payments owed to us under their lease-to-own or
credit card agreements. Additionally, any further stimulus measures that may be
enacted in the future may result in our customers receiving such benefits, but
we cannot be certain that our customers will use such benefits to continue
making payments to us under their lease-to-own or credit card agreements.
Additionally, any future stimulus payments and/or federally supplemented
unemployment payments may result in changing consumer spending behaviors
resulting in fewer consumers executing lease-to-own or credit card agreements
with us and/or more active customers electing early lease buyouts options, which
have lower margins.


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Strategy


We are executing a strategic plan that focuses on the following items and that
we believe positions us for success over the long-term:
•Grow gross merchandise volume ("GMV") with existing and new POS partners;
•Invest in technology that simplifies and improves the customer experience;
•Leverage our large database to drive repeat business;
•Broaden our product ecosystem through research and development efforts and
strategic acquisitions; and
•Employ direct-to-consumer marketing to drive shoppers in-store and online.
Highlights
The following summarizes significant highlights from the year ended December 31,
2020:
•On November 30, 2020, we completed the spin-off of our Aaron's Business segment
through a distribution of all outstanding shares of common stock of The Aaron's
Company to the PROG Holdings shareholders.
•We reported record revenues from continuing operations of $2.5 billion in 2020,
an increase of 14.9% compared to 2019, despite our POS partners being
unfavorably impacted by the COVID-19 pandemic and significant changes to
consumer spending and payment behaviors. Our growth in revenues was driven by
strong customer payment activity and higher average merchandise price per lease.
The COVID-19 pandemic challenges contributed to the decline in active customer
count of 7.5% and a slow in the rate of growth of consolidated gross merchandise
volume, which increased by 4.5% year over year.
•Earnings from continuing operations before income taxes increased to $271.6
million compared to $27.6 million in 2019. The increase in earnings from
continuing operations before income taxes is primarily due to overall revenue
growth and a decreased provision for lease merchandise write-offs, as well as
the $179.3 million legal and regulatory expenses incurred in 2019 related to the
Progressive Leasing settlement with the FTC, further discussed in Note 10 in the
accompanying consolidated financial statements.
Key Operating Metrics
Gross Merchandise Volume. We believe gross merchandise volume is a key
performance indicator of our Progressive Leasing and Vive segments, as it
provides the total value of new lease and loan originations written into our
portfolio over a specified time period. Gross merchandise volume does not
represent revenues earned by the Company, but rather is a leading indicator we
use in forecasting revenues the Company may earn in the short-term. Progressive
Leasing gross merchandise volume is defined as the retail price of merchandise
acquired by Progressive Leasing, which we then lease to our customers. Vive
gross merchandise volume is defined as gross loan originations. The following
table presents our gross merchandise volume for the Company for the years
presented:
For the Year Ended December 31 (Unaudited and In
Thousands)                                                 2020                 2019                 2018

Gross Merchandise Volume - Progressive Leasing $ 1,851,308 $ 1,812,824 $ 1,471,484 Gross Merchandise Volume - Vive

                           130,751               83,109               83,201
Total Gross Merchandise Volume                        $ 1,982,059

$ 1,895,933 $ 1,554,685

The increase in gross merchandise volume was driven by an increase in the average merchandise price per lease in 2020 compared to 2019 and growth in Vive's loan originations in the second half of 2020, partially offset by challenges the COVID-19 pandemic caused our POS partners, which included store closures and/or disruptions and unavailability of certain merchandise for periods of time in 2020.


                                       41
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Active Customer Count. Our active customer count represents the total number of
customers that have an active lease agreement with our Progressive Leasing
segment or an active loan with our Vive segment. The following table presents
our consolidated active customer count, which includes an immaterial number of
customers that have both an active lease agreement and loan agreement, for the
Company for the years presented:
   As of December 31 (Unaudited)                       2020            2019 

2018

Active Customer Count - Progressive Leasing 970,000 1,072,000 876,000


   Active Customer Count - Vive                        66,000          

48,000 44,000


   Total Active Customer Count                      1,036,000       

1,120,000 920,000




The decline in active customer count is due primarily to challenges our POS
partners experienced in 2020 from the COVID-19 pandemic, which resulted in store
closures and/or disruptions for periods of time in 2020, and also due to
customers of our POS partners purchasing products, instead of leasing them, due
to the government stimulus. The decline in Progressive Leasing customers was
also impacted by an increase in customers electing to exercise early lease
buyouts in 2020.
Key Components of Earnings from Continuing Operations Before Income Taxes
In this MD&A section, we review our consolidated results. For the year ended
December 31, 2020 and the comparable prior year periods, some of the key revenue
and cost and expense items that affected earnings before income taxes were as
follows:
Revenues. We separate our total revenues into two components: (i) lease revenues
and fees and (ii) interest and fees on loans receivable. Lease revenues and fees
include all revenues derived from lease agreements from our Progressive Leasing
segment. Interest and fees on loans receivable represents merchant fees, finance
charges and annual and other fees earned on loans originated by Vive.
Depreciation of Lease Merchandise. Depreciation of lease merchandise primarily
reflects the expense associated with depreciating merchandise leased to
customers by Progressive Leasing.
Provision for Lease Merchandise Write-offs. The provision for lease merchandise
write-offs represents the estimated merchandise losses incurred but not yet
identified by management.
Operating Expenses. Operating expenses include personnel costs, the provision
for loan losses, professional services expense, intangible asset amortization
expense, occupancy costs, advertising and marketing, among other expenses.
Operating expenses include certain corporate overhead costs that are allocated
to Progressive Leasing and Vive segments for periods prior to the separation and
distribution date of November 30, 2020. Operating expenses also include
unallocated corporate expenses, which is primarily personnel costs, that have
previously been reported as expenses of the Aaron's Business segment that did
not qualify for classification within discontinued operations.
Legal and Regulatory (Income) Expense, Net of Insurance Recoveries. Legal and
regulatory expense includes regulatory charges and legal expenses incurred, net
of insurance recoveries for certain third-party legal costs, related to
Progressive Leasing's 2019 settlement of the FTC matter discussed in Note 10 in
the accompanying consolidated financial statements.
Separation Related Charges. Separation related charges primarily relate to
stock-based compensation expense associated with the modification of outstanding
equity awards and executive retirement charges related to the spin-off of the
Aaron's Business segment.
Interest Expense. Interest expense consists of interest incurred on the
Company's senior unsecured revolving credit facility that was entered into on
November 24, 2020 in conjunction with the separation and distribution
transaction. All interest expense incurred on the Company's previous debt
agreements has been classified within discontinued operations, as the repayment
of the debt was required under the terms of the loan agreements in the event of
a fundamental change to the Company, and the legal obligor of these agreements
was a legal entity within The Aaron's Company.
                                       42
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Results of Operations
Results of Operations - Years Ended December 31, 2020 and 2019
                                                                                                       Change
                                                         Year Ended December 31,                    2020 vs. 2019
(In Thousands)                                       2020                  2019                           $                   %
REVENUES:
    Lease Revenues and Fees                     $  2,443,405          $ 2,128,133                    $ 315,272                 14.8  %
Interest and Fees on Loans Receivable                 41,190               35,046                        6,144                 17.5
                                                   2,484,595            2,163,179                      321,416                 14.9
COSTS AND EXPENSES:
Depreciation of Lease Merchandise                  1,690,922            1,445,027                      245,895                 17.0
Provision for Lease Merchandise Write-offs           131,332              153,516                      (22,184)               (14.5)
Operating Expenses                                   373,460              357,762                       15,698                  4.4
Legal and Regulatory (Income) Expense, Net of
Insurance Recoveries                                    (835)             179,261                     (180,096)                    nmf
Separation Related Charges                            17,953                    -                       17,953                     nmf
                                                   2,212,832            2,135,566                       77,266                  3.6

OPERATING PROFIT                                     271,763               27,613                      244,150                884.2
Interest Expense                                        (187)                   -                         (187)                    nmf

EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAX EXPENSE                                   271,576               27,613                      243,963                883.5

INCOME TAX EXPENSE                                    37,949               52,228                      (14,279)               (27.3)

NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS $ 233,627 $ (24,615)

$ 258,242                     nmf

NET (LOSS) EARNINGS FROM DISCONTINUED
OPERATIONS, NET OF INCOME TAX                       (295,092)              56,087                     (351,179)                    nmf
NET (LOSS) EARNINGS                             $    (61,465)         $    31,472                    $ (92,937)                    nmf

nmf-Calculation is not meaningful


                                       43
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Revenues


Information about our revenues by source and reportable segment is as follows:

                                                                                                Change
                                                     Year Ended December 31,                 2020 vs. 2019
(In Thousands)                                      2020                  2019                           $                   %
REVENUES:
Lease Revenues and Fees1                       $  2,443,405          $ 2,128,133                    $ 315,272                 14.8  %
Interest and Fees on Loans Receivable2               41,190               35,046                        6,144                 17.5
Total Revenues                                 $  2,484,595          $ 2,163,179                    $ 321,416                 14.9  %


1 All Lease Revenues and Fees are attributable to the Progressive Leasing
segment.
2 All Interest and Fees on Loans Receivable are attributable to the Vive
segment.
Progressive Leasing revenues increased driven by strong payment activity,
including higher customer early lease buyout activity, a 2.1% increase in gross
merchandise volume and an increase in average merchandise price per lease. The
increase in Vive revenues was due to a 57.3% growth in gross merchandise volume
in 2020.
Operating Expenses
Information about certain significant components of operating expenses is as
follows:
                                                                                      Change
                                  Year Ended December 31,              2020 vs. 2019
(In Thousands)                      2020               2019                       $             %
Personnel Costs             $     190,688           $ 181,242                 $  9,446         5.2  %
Occupancy Costs                    16,224              15,898                      326         2.1
Bad Debt Expense                       86               1,337                   (1,251)      (93.6)
Advertising                         6,627               6,967                     (340)       (4.9)
Provision for Loan Losses          34,038              21,667                   12,371        57.1
Intangible Amortization            22,141              22,263                     (122)       (0.5)
Professional Services              23,325              26,323                   (2,998)      (11.4)
Other Operating Expenses           80,331              82,065                   (1,734)       (2.1)
Operating Expenses          $     373,460           $ 357,762

$ 15,698 4.4 %




Personnel costs classified as continuing operations include costs historically
attributed to the Progressive Leasing and Vive segments, as well as certain
corporate personnel costs that were previously unallocated. Personnel costs for
Progressive Leasing increased by $9.8 million in 2020, mainly due to continued
hiring to support the growth of the business. This increase was partially offset
by a decrease in shared corporate personnel costs. Most of these shared
corporate personnel functions were retained by The Aaron's Company in the
November 30, 2020 separation and distribution transaction. The reduction in
these shared personnel costs was primarily driven by the inclusion of eleven
months of these expenses in 2020 compared to a full year in 2019. Personnel
costs for Vive remained relatively flat year over year.
The increased provision for loan losses was due to growth in Vive's gross
merchandise volume in the second half of 2020 and an incremental allowance of
$8.9 million for the forecasted adverse macroeconomic conditions stemming
primarily from the COVID-19 pandemic, including higher unemployment rates and
market volatility, which were used in estimating our allowance for loan losses
as of December 31, 2020. The Company adopted ASU 2016-13, Measurement of Credit
Losses on Financial Instruments ("CECL") during the first quarter of 2020, which
is an "expected loss" model that generally will result in the recognition of
allowances for losses earlier than under accounting guidance in place in 2019.
The increase from these factors was partially offset by lower charge-offs as
compared to 2019, driven by stronger customer payment activity in 2020 resulting
from government stimulus and expanded unemployment benefits being provided to
many of our customers.
The decrease in professional services relate to $3.5 million of expenses related
to previous corporate strategic initiatives incurred in 2019 that are classified
within unallocated corporate expenses for segment purposes.
Other Costs and Expenses
Depreciation of lease merchandise. As a percentage of total lease revenues and
fees, depreciation of lease merchandise increased to 69.2% in 2020 from 67.9% in
the prior year, primarily due to a higher percentage of our customers exercising
90-day buyouts and other early buyout elections in 2020.
                                       44
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Provision for lease merchandise write-offs. The provision for lease merchandise
write-offs as a percentage of lease revenues decreased to 5.4% in 2020 from 7.2%
in 2019. This decrease was due to improved customer payment activity in 2020,
which resulted in a $14.0 million decrease in gross write-offs when compared to
2019.
Legal and regulatory (income) expense. Legal and regulatory income for the year
ended December 31, 2020 relates to $0.8 million of insurance recoveries
associated with the legal expenses incurred in 2019 related to Progressive
Leasing's settlement of the FTC matter discussed in Note 10 in the accompanying
consolidated financial statements.
Separation related charges. Separation related charges classified as continuing
operations expense were $18.0 million in 2020, of which $15.6 million is
classified as unallocated corporate expenses for segment reporting and the
remaining $2.4 million is recognized as an expense of Progressive Leasing. These
charges represent stock-based compensation expense associated with the
modification of outstanding equity awards and executive retirement charges
related to the separation and distribution transaction. All other separation and
distribution transaction expenses are included in discontinued operations in
2020 as further described in Note 2 to the accompanying consolidated financial
statements.
Earnings from Continuing Operations Before Income Taxes
The Company incurred various corporate overhead expenses for certain executive
management, finance, treasury, tax, audit, legal, risk management, and other
overhead functions during the years ended December 31, 2020 and 2019. The
Company has allocated a portion of these corporate overhead costs to the
Progressive Leasing and Vive segments, which are reflected as expenses of these
segments in calculating the earnings before income taxes for all periods
presented. The remaining unallocated corporate expenses represent corporate
overhead costs that were previously assigned to the Aaron's Business segment and
are in addition to the overhead costs allocated to the Progressive Leasing and
Vive segments for these periods. These unallocated corporate overhead expenses
have been classified as continuing operations for all periods through November
30, 2020 since the costs were not directly attributable to the discontinued
operations of The Aaron's Company. These costs are reflected below as
unallocated corporate expenses, which is consistent with how the chief operating
decision maker analyzed performance and allocated resources among the business
units of the Company.
Information about our earnings from continuing operations before income tax
expense by reportable segment is as follows:
                                                                                                      Change
                                                          Year Ended December 31,                  2020 vs. 2019
(In Thousands)                                            2020                   2019                          $                   %
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME
TAX EXPENSE:
Progressive Leasing                               $     320,636               $ 64,283                    $ 256,353               398.8  %
Vive                                                    (11,180)                (6,127)                      (5,053)              (82.5)
Unallocated Corporate Expenses                          (37,880)               (30,543)                      (7,337)              (24.0)
Total Earnings from Continuing Operations Before
Income Tax Expense                                $     271,576               $ 27,613                    $ 243,963               883.5  %


The factors impacting the change in earnings from continuing operations before
income tax expense are discussed above.
Income Tax Expense
Income tax expense from continuing operations decreased to $37.9 million in 2020
compared to $52.2 million in 2019. The effective tax rate of 14.0% in 2020 is
lower than the statutory rate due to a $35.5 million tax benefit from the
remeasurement of net operating loss carrybacks resulting from the CARES Act,
partially offset by limitations on executive compensation deductions. Tax
expense of $52.2 million in 2019 compared to pre-tax earnings of $27.6 million
was due to the $175.0 million FTC regulatory charge with no associated current
or deferred tax benefit.



                                       45

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Results of Operations - Years Ended December 31, 2019 and 2018



                                                                                                 Change
                                                      Year Ended December 31,                 2019 vs. 2018
(In Thousands)                                       2019                  2018                           $                    %
REVENUES:
    Lease Revenues and Fees                     $  2,128,133          $ 1,998,981                   $  129,152                   6.5  %
Interest and Fees on Loans Receivable                 35,046               37,318                       (2,272)                 (6.1)
                                                   2,163,179            2,036,299                      126,880                   6.2
COSTS AND EXPENSES:
Depreciation of Lease Merchandise                  1,445,027            1,219,034                      225,993                  18.5
Provision for Lease Merchandise Write-offs           153,516              123,347                       30,169                  24.5
Operating Expenses                                   357,762              537,119                     (179,357)                (33.4)
Legal and Regulatory Expense, Net of Insurance
Recoveries                                           179,261                    -                      179,261                      nmf
                                                   2,135,566            1,879,500                      256,066                  13.6

OPERATING PROFIT                                      27,613              156,799                     (129,186)                (82.4)

EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAX EXPENSE                                    27,613              156,799                     (129,186)                (82.4)

INCOME TAX EXPENSE                                    52,228               31,496                       20,732                  65.8

NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS $ (24,615) $ 125,303

$ (149,918)                     nmf

EARNINGS FROM DISCONTINUED OPERATIONS, NET OF
INCOME TAX                                            56,087               70,907                      (14,820)                (20.9)
NET EARNINGS                                    $     31,472          $   196,210                   $ (164,738)                (84.0) %

nmf-Calculation is not meaningful


                                       46
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Revenues


Information about our revenues by source and reportable segment is as follows:

                                                                                                Change
                                                     Year Ended December 31,                 2019 vs. 2018
(In Thousands)                                      2019                  2018                           $                   %
REVENUES:
Lease Revenues and Fees1                       $  2,128,133          $ 1,998,981                    $ 129,152                  6.5  %
Interest and Fees on Loans Receivable2               35,046               37,318                       (2,272)                (6.1)
Total Revenues                                 $  2,163,179          $ 2,036,299                    $ 126,880                  6.2
Bad Debt Expense                                          -              227,813                     (227,813)                    nmf

Total Revenues, Net of Bad Debt Expense3 $ 2,163,179 $ 1,808,486

$ 354,693                 19.6  %


1 All Lease Revenues and Fees are attributable to the Progressive Leasing
segment.
2 All Interest and Fees on Loans Receivable are attributable to the Vive
segment.
3 See the "Use of Non-GAAP Financial Information" section below.
Progressive Leasing segment revenues increased primarily due to an annualized
23.2% increase in total gross merchandise volume. The increase was partially
offset by the recognition of a provision for returns and uncollectible renewal
payments of $274.9 million as a reduction to lease revenues in accordance with
ASU 2016-02, Leases ("ASC 842") beginning in 2019. Calculated on a basis
consistent with the January 2019 adoption of ASC 842, Progressive Leasing
revenues increased 20.2% during the year ended December 31, 2019 as compared to
2018.
Operating Expenses
Information about certain significant components of operating expenses is as
follows:
                                                                                     Change
                                  Year Ended December 31,              2019 vs. 2018
(In Thousands)                      2019               2018                      $              %
Personnel Costs             $     181,242           $ 161,514               $   19,728        12.2  %
Occupancy Costs                    15,898              13,802                    2,096        15.2
Bad Debt Expense                    1,337             227,960                 (226,623)      (99.4)
Advertising                         6,967               4,406                    2,561        58.1
Provision for Loan Losses          21,667              21,063                      604         2.9
Intangible Amortization            22,263              22,263                        -           -
Professional Services              26,323              24,404                    1,919         7.9
Other Operating Expenses           82,065              61,707                   20,358        33.0
Operating Expenses          $     357,762           $ 537,119               $ (179,357)      (33.4) %


As a percentage of total revenues, operating expenses decreased to 16.5% in 2019
from 26.4% in 2018, which was primarily driven by the change in classification
in Progressive Leasing's bad debt expense upon adoption of ASC 842 described
below. Other significant impacts are described below.
Personnel costs classified as continuing operations include costs historically
attributed to the Progressive Leasing and Vive segments, as well as certain
corporate personnel costs that were previously allocated to Aaron's Business.
Personnel costs for Progressive Leasing increased by $24.5 million in 2019,
mainly due to continued hiring to support the growth of the business. This
increase was partially offset by a $1.3 million decrease in Vive personnel costs
and a $3.1 million decrease in unallocated corporate personnel costs in 2019
compared to 2018.
Bad debt expense decreased $226.6 million during the year ended December 31,
2019 due to the Company's adoption of ASC 842, which resulted in the Company
classifying Progressive Leasing bad debt expense as a reduction of lease revenue
and fees beginning January 1, 2019, as opposed to 2018 and prior periods in
which bad debt expense was reported within operating expenses. The remaining
$1.3 million bad debt expense for the year ended December 31, 2019 relates to
uncollectible merchant accounts receivable for cardholder refunded charges at
Vive.
Other operating expenses increased $20.4 million, or 33.0%, during the year
ended December 31, 2019 due to increases in software licensing expenses and
merchant expenses due to growth in gross merchandise volume year over year.
                                       47
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Other Costs and Expenses
Depreciation of lease merchandise. As a percentage of total lease revenues and
fees, depreciation of lease merchandise decreased to 67.9% in 2019 compared to
68.8% in 2018, calculated on a basis consistent with the January 2019 adoption
of ASC 842, due to a decrease in customer early buyouts, which have a lower
margin.
Provision for lease merchandise write-offs. The provision for lease merchandise
write-offs as a percentage of lease revenues remained materially consistent year
over year, increasing to 7.2% in 2019 from 7.0% in 2018, calculated on a basis
consistent with the January 2019 adoption of ASC 842.
Legal and regulatory expense. Legal and regulatory expense for the year ended
December 31, 2019 relates to $179.3 million in regulatory charges and legal
expenses, including a $175.0 million settlement charge, incurred related to
Progressive Leasing's settlement of the FTC matter discussed in Note 10 in the
accompanying consolidated financial statements.
Earnings from Continuing Operations Before Income Taxes
The Company incurred various corporate overhead expenses for certain executive
management, finance, treasury, tax, audit, legal, risk management, and other
overhead functions during the years ended December 31, 2019 and 2018. The
Company has allocated a portion of these corporate overhead costs to the
Progressive Leasing and Vive segments, which are reflected as expenses of these
segments in calculating the earnings before income taxes for all periods
presented. The remaining unallocated corporate expenses represent corporate
overhead costs that were previously assigned to the Aaron's Business segment and
are in addition to the overhead costs allocated to the Progressive Leasing and
Vive segments for these periods. These unallocated corporate overhead expenses
have been classified as continuing operations for all previous periods since the
costs were not directly attributable to the discontinued operations of The
Aaron's Company. These costs are reflected below as unallocated corporate
expenses, which is consistent with how the chief operating decision maker
analyzed performance and allocated resources among the business units of the
Company.
Information about our earnings from continuing operations before income tax
expense by reportable segment is as follows:
                                                                                                   Change
                                                       Year Ended December 31,                  2019 vs. 2018
(In Thousands)                                         2019                   2018                          $                   %
EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAX EXPENSE:
Progressive Leasing                            $     64,283               $ 191,303                   $ (127,020)               (66.4) %
Vive                                                 (6,127)                 (4,398)                      (1,729)               (39.3)
Unallocated Corporate Expenses                      (30,543)                (30,106)                        (437)                (1.5)
Earnings from Continuing Operations Before
Income Tax Expense                             $     27,613               $ 156,799                   $ (129,186)               (82.4) %


The factors impacting the change in earnings from continuing operations before
income tax expense are discussed above.
Income Tax Expense
Income tax expense from continuing operations increased to $52.2 million for the
year ended December 31, 2019 compared to $31.5 million for 2018 due to
an increase in the effective tax rate to 189.1% in 2019 from 20.1% in 2018.
The increase in the effective tax rate in 2019 was due to the $175.0 million FTC
regulatory charge with no associated current or deferred tax benefit.




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Overview of Financial Position
The major changes in the consolidated balance sheet from December 31, 2019 to
December 31, 2020, include:
•Cash and cash equivalents decreased $21.1 million to $36.6 million due to the
cash transferred to The Aaron's Company as part of the separation and
distribution transaction and repayment of $285 million of outstanding debt,
partially offset by the $50.0 million cash drawn from the Company's revolving
credit facility. For additional information, refer to the "Liquidity and Capital
Resources" section below.
•Lease merchandise, net decreased $41.6 million due primarily to an increase in
early buyouts in 2020.
•Prepaid expenses and other assets increased $12.1 million due to prepayment of
costs resulting from the spin transaction, including post-spin insurance
premiums, debt issuance costs and deferred compensation plan assets.
•Assets and liabilities of discontinued operations at December 31, 2019 relates
to the assets and liabilities transferred to The Aaron's Company as part of the
separation and distribution transaction discussed in Note 2.
•Accrued regulatory expense of $175.0 million at December 31, 2019 relates to
Progressive Leasing's settlement of the FTC matter, subsequently paid on April
27, 2020.
•Debt at December 31, 2020 of $50.0 million was the amount drawn and outstanding
on the Company's revolving credit facility. Refer to the "Liquidity and Capital
Resources" section below for further details regarding the Company's financing
arrangements.
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Liquidity and Capital Resources
General
Our primary capital requirements consist of:
•Reinvesting in our business, including buying merchandise for the operations of
Progressive Leasing. As Progressive Leasing continues to grow, the need for
additional lease merchandise is expected to remain a major capital requirement;
•Potential merger and acquisition investment(s) to further broaden our product
offerings; and
•Return excess cash to shareholders through periodically repurchasing stock.
Other capital requirements include (i) expenditures related to software
development; (ii) expenditures related to our corporate operating activities;
(iii) personnel expenditures; (iv) income tax payments; (v) funding of loans
receivable for Vive; and (vi) servicing our outstanding debt obligation.
Although the Company historically paid quarterly dividends prior to the
separation and distribution transaction, as stated elsewhere in this Form 10-K,
the Company does not anticipate paying any dividends in the foreseeable future.
Our capital requirements have been financed through:
•cash flows from operations;
•private debt offerings;
•bank debt; and
•stock offerings.
As of December 31, 2020, the Company had $36.6 million of cash, $50.0 million
outstanding on our Revolving Facility, and $300.0 million of availability under
the Revolving Facility.
The Company's cash flow statements for all periods were not required to be
adjusted for discontinued operations. Accordingly, the cash flow activities for
the Aaron's Business discontinued operations is included in the below discussion
and analysis for all periods through the separation and distribution date of
November 30, 2020.
Cash Provided by Operating Activities
Cash provided by operating activities was $456.0 million and $317.2 million
during the years ended December 31, 2020 and 2019, respectively. The
$138.8 million increase in operating cash flows was primarily driven by strong
customer payment activity and $133.7 million less purchases of merchandise in
2020 compared to 2019, partially offset a $175.0 million payment made in 2020
related to the FTC settlement discussed in more detail in Note 10 to the
accompanying financial statements. The Company made net income tax payments of
$29.0 million during 2020 compared to a net income tax refund of $0.7 million in
2019. Other changes in cash provided by operating activities are discussed above
in our discussion of results for the year ended December 31, 2020.
Cash provided by operating activities was $317.2 million and $356.5 million
during the years ended December 31, 2019 and 2018, respectively. The $39.3
million decrease in operating cash flows was primarily driven by net income tax
refunds of $0.7 million during 2019 compared to net income tax refunds of $63.8
million in 2018, partially offset by an increase in operating cash flows driven
by the growth of Progressive Leasing. Other changes in cash provided by
operating activities are discussed above in our discussion of results for the
year ended December 31, 2019.
Cash Used in Investing Activities
Cash used in investing activities was $114.5 million and $106.3 million during
the years ended December 31, 2020 and 2019, respectively. The $8.3 million
increase in investing cash outflows in 2020 as compared to 2019 was primarily
due to: (i) $42.3 million increase in cash outflows for investments in Vive
loans receivable in 2020 as compared to 2019 driven by growth in our loan
originations activity in the second half of 2020; (ii) $16.2 million increase in
proceeds on loans receivable driven by strong customer payment activity and
growth in the portfolio in 2020 compared to 2019; and (iii) $28.6 million of
lower cash outflows resulting from less capital expenditures on the Aaron's
Business discontinued operations store investments prior to the separation and
distribution transaction.
Cash used in investing activities was $106.3 million and $263.1 million during
the years ended December 31, 2019 and 2018, respectively. The $156.9 million
decrease in investing cash outflows in 2019 as compared to 2018 was primarily
due to: (i) cash outflows of $14.3 million for the Aaron's Business discontinued
operations acquisitions of businesses and contracts throughout 2019 as compared
to cash outflows of approximately $190 million for the Aaron's Business
acquisitions of franchisees throughout 2018 and (ii) $4.9 million higher
proceeds from the Aaron's Business sale of property, plant and equipment in 2019
as compared to 2018; partially offset by (iii) $14.1 million of additional cash
outflows related to the purchase of property, plant and equipment and (iv) $9.6
million higher net cash outflows for investments in Vive loans receivable in
2019 as compared to 2018.
Cash Used in Financing Activities
Cash used in financing activities was $362.6 million and $168.6 million during
the years ended December 31, 2020 and 2019, respectively, an increase of
$194.0 million. Cash flows used in financing activities in 2020 is primarily
comprised of: (i) $342.0 million of net repayments made to fully extinguish the
Company's historical debt facilities in advance of the separation and
distribution transaction; (ii) $50.0 million borrowings on the Company's new
revolving credit facility; (iii) $54.2 million of cash transferred to the The
Aaron's Company in the separation and distribution; (iv) $13.8 million of
dividends paid; and (v) $12.4 million of proceeds from stock option exercises.
Cash flows used in financial activities in 2019 is primarily comprised: (i)
$84.5 million of net repayments of debt; (ii) $69.3 million of stock
repurchases; (iii) $9.4 million of dividends paid; and (v) $7.7 million of
proceeds from stock option exercises.
Cash used in financing activities was $168.6 million and $129.0 million during
the years ended December 31, 2019 and 2018, respectively. The $39.6 million
increase in financing cash outflows in 2019 as compared to 2018 was primarily
due to net repayments of outstanding debt of $84.5 million in 2019 as compared
to net borrowings of $55.9 million in 2018, partially offset by a $99.5 million
decrease in Company repurchases of outstanding common stock in 2019 as compared
to 2018.
Share Repurchases
We purchase our stock in the market from time to time as authorized by our Board
of Directors. The Company purchased no shares in 2020 and 1,156,184 shares for
$69.3 million during the year ended December 31, 2019. As of December 31, 2020,
we had the authority to purchase additional shares up to our remaining
authorization limit of $262.0 million. On February 22, 2021, the Company's Board
of Directors terminated the share repurchase program that was in effect as of
December 31, 2020 and replaced it with a new repurchase program that will permit
the Company to repurchase up to $300 million of the Company's outstanding common
stock.
Dividends
Prior to the separation and distribution transaction, we have historically paid
quarterly dividends. Our annual common stock dividend was $0.165 per share,
$0.145 per share and $0.125 per share in 2020, 2019 and 2018, respectively, and
resulted in aggregate dividend payments of $13.8 million, $9.4 million and
$6.2 million in 2020, 2019 and 2018, respectively. We do not anticipate paying
any dividends in the foreseeable future.
Debt Financing
On November 24, 2020, the Company entered into a credit agreement with a
consortium of lenders providing for a $350.0 million senior unsecured revolving
credit facility (the "Revolving Facility"), under which revolving borrowings
became available at the completion of the separation and distribution date and
under which all borrowings and commitments will mature or terminate on
November 24, 2025.
As of December 31, 2020, $50.0 million was outstanding under the Revolving
Facility and the total available credit under the Revolving Facility was $300.0
million. The Revolving Facility includes an uncommitted incremental facility
increase option ("Incremental Facilities") which, subject to certain terms and
conditions, permits the Company at any time prior to the maturity date to
request an increase in extensions of credit available thereunder by an aggregate
additional principal amount of up to $300.0 million.
Our Revolving Facility contains certain financial covenants, which include
requirements that the Company maintain ratios of (i) total net debt to EBITDA of
no more than 2.50:1.00 and (ii) consolidated interest coverage of no less than
3.00:1.00. The Company will be in default under the credit agreement if it fails
to comply with these covenants, and all borrowings outstanding could become due
immediately. We are in compliance with these financial covenants at December 31,
2020 and believe that we will continue to be in compliance in the future.
                                       50
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Commitments


Income Taxes. During the year ended December 31, 2020, we made net income tax
payments of $29.0 million. During the year ended December 31, 2021, we
anticipate making estimated cash payments of $65 million for U.S. federal and
state income taxes.
Leases. We lease management and information technology space for corporate
functions as well as call center space and storage space for our hub facilities
under operating leases expiring at various times through 2027. Our corporate and
call center leases contain renewal options for additional periods ranging from
three to five years. We also lease transportation vehicles under operating
leases which generally expire during the next three years. We expect that most
leases will be renewed or replaced by other leases in the normal course of
business.
Contractual Obligations and Commitments. Future interest payments on the
Company's variable-rate debt are based on a rate per annum equal to, at the
option of Progressive Finance Holdings, LLC, (i) the London Interbank Overnight
("LIBO") rate plus a margin within the range of 1.5% to 2.5% for revolving
loans, based on total leverage, or the administrative agent's base rate plus a
margin ranging from 0.5% to 1.5%, as specified in the agreement. Future interest
payments related to our Revolving Facility are based on the borrowings
outstanding at that time. The variable rate for our borrowings under the
Revolving Facility was 1.94% at December 31, 2020. Future interest payments may
be different depending on future borrowing activity and interest rates.
The Company has no long-term commitments to purchase merchandise nor does it
have significant purchase agreements that specify minimum quantities or set
prices that exceed our expected requirements for three months.
Deferred income tax liabilities as of December 31, 2020 were approximately
$126.9 million. 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 liabilities as payments due by period could be misleading, because
this scheduling would not necessarily relate to liquidity needs.
Unfunded Lending Commitments. The Company, through its Vive business, has
unfunded lending commitments totaling approximately $287.3 million and $225.0
million as of December 31, 2020 and 2019, respectively, that do not give rise to
revenues and cash flows. These unfunded commitments arise in the ordinary course
of business from credit card agreements with individual cardholders that give
them the ability to borrow, against unused amounts, up to the maximum credit
limit assigned to their account. While these unfunded amounts represented the
total available unused lines of credit, the Company does not anticipate that all
cardholders will utilize their entire available line at any given point in time.
Commitments to extend unsecured credit are agreements to lend to a cardholder so
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses.
Since many of the commitments are expected to expire without being drawn upon,
the total commitment amounts do not necessarily represent future cash
requirements. Prior to the January 1, 2020 adoption of CECL as discussed further
in Note 1 to these consolidated financial statements, the Company recorded a
reserve for losses on unfunded loan commitments of $0.4 million, which was
included in accounts payable and accrued expenses in the December 31, 2019
consolidated balance sheet. Upon the adoption of CECL, the Company reversed the
aforementioned reserve for losses on unfunded loan commitments and recorded a
corresponding increase of $0.4 million to its January 1, 2020 retained earnings
balance.

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Critical Accounting Policies
We discuss the most critical accounting policies below. For a discussion of the
Company's significant accounting policies, see Note 1 in the accompanying
consolidated financial statements.
Revenue Recognition
Progressive Leasing bills customers in arrears and, therefore, lease revenues
are earned prior to the lease payment due date and are recorded in the
statements of earnings net of related sales taxes as earned. Progressive Leasing
revenues recorded prior to the payment due date results in unbilled accounts
receivable in the accompanying consolidated balance sheets.
Our revenue recognition accounting policy matches the lease revenue with the
corresponding costs, mainly depreciation, associated with lease merchandise. At
December 31, 2020 and 2019, we had deferred revenue representing cash collected
in advance of being due or otherwise earned totaling $46.6 million and
$44.2 million, respectively, and accounts receivable, net of an allowance for
doubtful accounts based on historical collection rates, of $61.3 million and
$67.1 million, respectively. Our accounts receivable allowance is estimated
using historical write-off and collection experience. Other qualitative factors,
such as the potential unfavorable impacts of the COVID-19 pandemic on our
business as well as seasonality and current business trends, are considered in
estimating the allowance. For customer agreements that are past due, the
Company's policy is to write-off lease receivables after 120 days.
During the year ended December 31, 2019, the Company adopted ASU 2016-02, Leases
("ASC 842"), which resulted in the provision for returns and uncollectible
renewal payments being recorded as a reduction of lease revenue and fees within
the consolidated statements of earnings beginning January 1, 2019. The provision
for returns and uncollectible renewal payments for periods prior to 2019 are
reported herein as bad debt expense within operating expenses in the
consolidated statements of earnings.
Vive recognizes interest income based upon the amount of the loans outstanding,
which is recognized as interest and fees on loans receivable in the billing
period in which they are assessed if collectibility is reasonably assured. Vive
acquires loans receivable from merchants through its third-party bank partners
at a discount from the face value of the loan. The discount is comprised mainly
of a merchant fee discount, which represents a pre-negotiated, nonrefundable
discount that generally ranges from 3% to 25% of the loan face value. The
discount is designed to cover the risk of loss related to the portfolio of
cardholder charges and Vive's direct origination costs. The merchant fee
discount, net of the origination costs, is amortized on a net basis and is
recorded as interest and fee revenue on loans receivable on a straight-line
basis over the initial 24-month period that the card is active.
Lease Merchandise
The Company's Progressive Leasing segment, at which all merchandise is on lease,
depreciates merchandise on a straight-line basis to a 0% salvage value generally
over 12 months. We record a provision for lease merchandise write-offs using the
allowance method. The allowance for lease merchandise write-offs estimates the
merchandise losses incurred but not yet identified by management as of the end
of the accounting period. The Company estimates its allowance for lease
merchandise write-offs using historical write-off experience. Other qualitative
factors, such as the potential unfavorable impacts of the COVID-19 pandemic on
our business as well as seasonality and current business trends, are considered
in estimating the allowance. For customer agreements that are past due, the
Company's policy is to write-off lease merchandise after 120 days. As of
December 31, 2020 and 2019, the allowance for lease merchandise write-offs was
$46.0 million and $47.4 million, respectively. The provision for lease
merchandise write-offs was $131.3 million and $153.5 million for the years ended
December 31, 2020 and 2019, respectively.
Goodwill and Other Intangible Assets
Intangible assets are classified into one of three categories: (i) intangible
assets with definite lives subject to amortization; (ii) intangible assets with
indefinite lives not subject to amortization; and (iii) goodwill. For intangible
assets with definite lives, tests for impairment must be performed if conditions
exist that indicate the carrying amount may not be recoverable. For intangible
assets with indefinite lives and goodwill, tests for impairment must be
performed at least annually, and sooner if events or circumstances indicate that
an impairment may have occurred. Factors which could necessitate an interim
impairment assessment include a sustained decline in the Company's stock price,
prolonged negative industry or economic trends and significant underperformance
relative to historical or projected future operating results. As an alternative
to this annual impairment testing for intangible assets with indefinite lives
and goodwill, the Company may perform a qualitative assessment for impairment if
it believes it is not more likely than not that the carrying amount of a
reporting unit's net assets exceeds the reporting unit's fair value.
Indefinite-lived intangible assets represent the value of trade names acquired
as part of the Progressive Leasing acquisition. At the date of acquisition, the
Company determined that no legal, regulatory, contractual, competitive, economic
or other factors limit the useful life of the trade name intangible asset and,
therefore, the useful life is considered indefinite. The Company
                                       52
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reassesses this conclusion quarterly and continues to believe the useful life of
this asset is indefinite. The Company performed a qualitative assessment to
complete its indefinite-lived intangible asset impairment test as of October 1,
2020 and determined that no impairment had occurred.
The following table presents the carrying amount of goodwill, all of which is
recorded within the Progressive Leasing reporting unit, and other intangible
assets, net:
                                              December 31,
(In Thousands)                                    2020
Goodwill                                     $     288,801
Other Indefinite-Lived Intangible Assets            53,000
Definite-Lived Intangible Assets, Net              101,421

Goodwill and Other Intangibles, Net $ 443,222




Management has deemed its operating segments to be reporting units due to the
fact that the components included in each operating segment have similar
economic characteristics. As of December 31, 2020, the Company had two operating
segments and reporting units: Progressive Leasing and Vive.
We performed our annual goodwill impairment testing as of October 1, 2020. When
evaluating goodwill for impairment, the Company may first perform a qualitative
assessment to determine whether it is more likely than not that a reporting unit
or intangible asset group is impaired. The decision to perform a qualitative
impairment assessment for an individual reporting unit in a given year is
influenced by a number of factors, including the size of the reporting unit's
goodwill, the current and projected operating results, the significance of the
excess of the reporting unit's estimated fair value over carrying amount at the
last quantitative assessment date and the amount of time in between quantitative
fair value assessments and the date of acquisition. As of October 1, 2020, the
Company performed a qualitative assessment for the goodwill of the Progressive
Leasing reporting unit and concluded no indications of impairment existed. The
Company determined that there were no events that occurred or circumstances that
changed in the fourth quarter of 2020 that would more likely than not reduce the
fair value of a reporting unit below its carrying amount.
In addition to our annual goodwill impairment test as described above, the
Company concluded that impairment indicators existed for our former Aaron's
Business segment and an interim goodwill impairment test was performed as of
March 31, 2020 in light of a significant decline in the Company's stock price
and market capitalization in March 2020, the temporary closure of the
store-based showrooms of our former Aaron's Business segment, which impacted our
financial results and was expected to adversely impact future financial results,
and the significant uncertainty with regard to the short-term and long-term
impacts that macroeconomic conditions arising from the COVID-19 pandemic and
related government emergency and executive orders would have on the financial
health of our customers. As a result of the interim goodwill impairment test, we
concluded that the existing Aaron's Business goodwill was fully impaired at
March 31, 2020 and recorded a corresponding pre-tax goodwill impairment loss of
$446.9 million during the first quarter of 2020, which was recorded within loss
from discontinued operations, net in our consolidated statements of earnings for
the year ended December 31, 2020.
In conjunction with the interim goodwill impairment test discussed above, we
also performed certain qualitative and quantitative procedures to estimate the
Progressive Leasing's reporting unit fair value as of March 31, 2020. These
procedures were performed primarily for purposes of reconciling the estimated
fair values of the Company's reporting units to the Company's overall market
capitalization as of March 31, 2020, and we concluded that a quantitative
assessment for the Progressive Leasing reporting unit was not necessary at that
time. As a result, the Company concluded that it was not more likely than not
that the fair value of the Progressive Leasing reporting unit was below its
carrying amount based on the significance of Progressive Leasing's estimated
fair value in excess of carrying value. Subsequent to these procedures, the
Company's overall market capitalization has significantly increased and nearly
all of Progressive Leasing's POS partners have reopened most or all of their
physical store locations.
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Provision for Loan Losses and Loan Loss Allowance
Prior to January 1, 2020, the Company estimated probable losses inherent in the
portfolio using an "incurred loss" methodology. Effective January 1, 2020 with
the adoption of ASU 2016-13, Measurement of Credit Losses on Financial
Instruments ("CECL") as discussed within "Recent Accounting Pronouncements" in
Note 1 to the consolidated financial statements in this Form 10-K, expected
lifetime losses on loans receivable are recognized upon loan origination, which
results in earlier recognition of credit losses to be recognized upon loan
origination and requires the Company to make its best estimate of probable
lifetime losses at the time of origination. The Company segments its loans
receivable portfolio into homogenous pools by FICO score and by delinquency
status and evaluates loans receivable collectively for impairment when similar
risk characteristics exist. Our credit card loans do not have contractually
stated maturity dates, which requires the Company to estimate an average life of
loan by analyzing historical payment trends to determine an expected remaining
life of the loan balance. Our current estimate is that the average life of an
outstanding credit card loan is approximately one to two years, depending on the
respective FICO score segmentation.
The Company calculates the allowance for loan losses based on internal
historical loss information and incorporates observable and forecasted
macroeconomic data over a twelve-month reasonable and supportable forecast
period. Key macroeconomic factors incorporated into our forecasts include
projected changes in unemployment rates, stock market volatility, projected
United States treasury rates, and projected prime lending rates. Incorporating
macroeconomic data could have a material impact on the measurement of the
allowance to the extent that forecasted data changes significantly, such as
higher forecasted unemployment rates and the observed significant market
volatility associated with the COVID-19 pandemic. For any periods beyond the
twelve-month reasonable and supportable forecast period described above, the
Company reverts to using historical loss information on a straight-line basis
over a period of six months and utilizes historical loss information for the
remaining life of the portfolio.
The Company may also consider other qualitative factors in estimating the
allowance, as necessary. For the purposes of determining the allowance as of
December 31, 2020, management considered other qualitative factors such as the
beneficial impact of recent government stimulus measures to our customer base
that were not fully factored into the macroeconomic forecasted data, which
likely contributed to recent favorable cardholder payment trends we have
experienced, as well as the uncertain nature and extent of any future government
stimulus programs and the potential impact, if any, these programs may have on
the ability of Vive's cardholders to make payments as they come due. The
allowance for loan losses is maintained at a level considered appropriate to
cover expected lifetime losses of principal, interest and fees on active loans
in the loans receivable portfolio, and the appropriateness of the allowance is
evaluated at each period end.
Delinquent loans receivable are those that are 30 days or more past due based on
their contractual billing dates. In response to the COVID-19 pandemic, the
Company has granted affected customers payment deferrals while allowing them to
maintain their delinquency status for an additional 30 days per deferral. The
Company places loans receivable on nonaccrual status when they are greater than
90 days past due or upon notification of cardholder bankruptcy, death or fraud.
The Company discontinues accruing interest and fees and amortizing merchant fee
discounts and promotional fee discounts for loans receivable in nonaccrual
status. Loans receivable are removed from nonaccrual status when cardholder
payments resume, the loan becomes 90 days or less past due and collection of the
remaining amounts outstanding is deemed probable. Payments received on
nonaccrual loans are allocated according to the same payment hierarchy
methodology applied to loans that are accruing interest. Loans receivable are
charged off at the end of the following month after the billing cycle in which
the loans receivable become 120 days past due.
The provision for loan losses was $34.0 million and $21.7 million for the years
ended December 31, 2020 and 2019, respectively. The allowance for loan losses
was $42.1 million and $14.9 million as of December 31, 2020 and 2019,
respectively.
Recent Accounting Pronouncements
Refer to Note 1 to the Company's consolidated financial statements for a
discussion of recently issued accounting pronouncements.

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Use of Non-GAAP Financial Information
The "Results of Operations" sections above disclose non-GAAP revenues as if the
lessor accounting impacts of ASC 842 were in effect for the twelve months ended
December 31, 2018. "Total Revenues, net of Progressive Bad Debt Expense" and the
related percentages for the comparable prior year periods are a supplemental
measure of our performance that are not calculated in accordance with generally
accepted accounting principles in the United States ("GAAP") in place during
2018. These non-GAAP measures assume that Progressive bad debt expense is
recorded as a reduction to lease revenues and fees instead of within operating
expenses in 2018.
Management believes these non-GAAP measures for 2018 provide relevant and useful
information for users of our financial statements, as it provides comparability
with the financial results we are reporting beginning in 2019 when ASC 842
became effective and we began reporting Progressive bad debt expense as a
reduction to lease revenues and fees. We believe these non-GAAP measures provide
management and investors the ability to better understand the results from the
primary operations of our business in 2019 compared with 2018 by classifying
Progressive bad debt expense consistently between the periods.
These non-GAAP financial measures should not be used as a substitute for, or
considered superior to, measures of financial performance prepared in accordance
with GAAP.

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