UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report:
(Date of earliest event reported)

December 2, 2010


CONN'S, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other Jurisdiction of Incorporation or Organization)

000-50421

(Commission File Number)

06-1672840

(IRS Employer Identification No.)

3295 College Street

Beaumont, Texas 77701
(Address of Principal Executive
Offices and zip code)

(409) 832-1696
(Registrant’s telephone
number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

Item 2.02  Results of Operations and Financial Condition.

On December 2, 2010, the Company issued a press release announcing its earnings for the quarter ended October 31, 2010.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01(c) Exhibits.

Exhibit 99.1        Press Release, dated December 2, 2010.



All of the information contained in Item 2.02 and Item 9.01(c) in this Form 8-K and the accompanying exhibit shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONN'S, INC.

 

 

Date:

December 2, 2010

By:

/s/ Michael J. Poppe

Michael J. Poppe

 

Executive Vice President and

 

Chief Financial Officer

3

EXHIBIT INDEX



Exhibit No.

Description

 
99.1

Press Release, dated December 2, 2010, for quarter ended

October 31, 2010 Earnings

4

Exhibit 99.1

Conn’s, Inc. Reports Results for the Quarter Ended October 31, 2010

BEAUMONT, Texas--(BUSINESS WIRE)--December 2, 2010--Conn’s, Inc. (NASDAQ/NM: CONN), a specialty retailer of consumer electronics, home appliances, furniture, mattresses, computers and lawn and garden products today announced its operating results for the quarter ended October 31, 2010.

Significant items for the quarter include:

The change in total revenues was comprised of a total net sales decline of 15.2% to $136.8 million, and a decrease in finance charges and other of 8.6% to $33.0 million, as compared to the same quarter in the prior fiscal year. Same store sales (revenues earned in stores operated for the entirety of both periods) decreased 16.3% during the third quarter of fiscal 2011, as compared to a 9.3% decrease in the same quarter in the prior fiscal year. The sales results were impacted primarily by:


The key credit portfolio performance metrics reported for the quarter included:

More information on the credit portfolio and its performance may be found in the table included with this press release and in the Company’s filing with the Securities and Exchange Commission on Form 10-Q which is expected to be filed later today.

The Company reported a net loss on a GAAP basis of $5.1 million, or diluted loss per share of $0.23, for the third quarter of fiscal 2011, compared to a net loss on a GAAP basis of $14.4 million, or diluted loss per share of $0.64, for the third quarter of fiscal 2010. The reported results for the quarter ended October 31, 2010, include a $2.9 million write-off of costs of financing transactions not completed, while the reported results for the quarter ended October 31, 2009, include a $9.6 million goodwill impairment charge and a $4.1 million increase in the Company’s litigation reserves, for which no tax benefit was recorded. The reduced loss before income taxes experienced in the retail segment during the quarter was partially offset by a larger loss before income taxes in the credit segment. The adjusted net loss, excluding the write-off of costs of financing transactions not completed, was $3.2 million for the third quarter of fiscal 2011, compared with an adjusted net loss, excluding the goodwill impairment charge and litigation reserve adjustment, of $4.0 million for the third quarter of fiscal 2010.


Completion of Refinancing Plan

On November 30, 2010, the Company completed its previously announced refinancing plan. The Company’s debt facilities now include a $375 million asset-based loan maturing in November 2013 and a $100 million second lien term loan maturing in November 2014. Additionally, the Company issued 9.3 million shares under a common stock subscription rights offering, which raised gross proceeds of $25.0 million. A portion of the net proceeds from the financing transactions and rights offering were utilized to repay all of the Company’s outstanding obligations under its asset-backed securitization program. After the closing of the financing transactions, the Company had $276.0 million outstanding under its asset-based loan, including standby letters of credit issued, and $94 million, net of original issue discount, outstanding under its second lien term loan, leaving the Company with total borrowing capacity of $99.0 million, subject to borrowing base and covenant limitations.

Conference Call Information

Conn’s, Inc. will host a conference call and audio webcast today, December 2, 2010, at 10:00 AM, CT, to discuss its financial results for the quarter ended October 31, 2010. The webcast will be available live at www.conns.com and will be archived for one year. Participants can join the call by dialing 877-754-5302 or 678-894-3020.

About Conn’s, Inc.

The Company is a specialty retailer currently operating 76 retail locations in Texas, Louisiana and Oklahoma: with 23 stores in the Houston area, 20 in the Dallas/Fort Worth Metroplex, nine in San Antonio, five in Austin, five in Southeast Texas, one in Corpus Christi, four in South Texas, six in Louisiana and three in Oklahoma. It sells home appliances, including refrigerators, freezers, washers, dryers, dishwashers and ranges, and a variety of consumer electronics, including LCD, LED, 3-D, plasma and DLP televisions, camcorders, digital cameras, computers and computer accessories, Blu-ray and DVD players, video game equipment, portable audio, MP3 players, GPS devices and home theater products. The Company also sells lawn and garden products, furniture and mattresses, and continues to introduce additional product categories for the home to help respond to its customers' product needs and to increase same store sales. Unlike many of its competitors, the Company provides flexible in-house credit options for its customers. In the last three years, the Company financed, on average, approximately 61% of its retail sales.

This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "could," "estimate," "should," "anticipate," or "believe," or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements will prove to be correct, the Company can give no assurance that such expectations will prove to be correct. The actual future performance of the Company could differ materially from such statements. Factors that could cause or contribute to such differences include, but are not limited to:


Further information on these risk factors is included in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K/A filed on April 12, 2010 and the Company’s quarterly report on Form 10-Q filed on August 26, 2010. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.


 
Conn's, Inc.
CONDENSED, CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except earnings per share)
       
Three Months Ended

October 31,

Nine Months Ended

October 31,

2009 2010 2009 2010
 
Revenues
Total net sales $ 161,382 $ 136,839 $ 551,832 $ 478,780
Finance charges and other   36,116     33,019     115,945     102,262
 
Total revenues 197,498 169,858 667,777 581,042
 
Cost and expenses

Cost of goods sold, including warehousing and occupancy costs

120,963 99,546 407,594 343,979

Cost of parts sold, including warehousing and occupancy costs

2,672 1,642 8,056 6,134
Selling, general and administrative expense 65,307 56,507 192,326 178,876
Goodwill impairment 9,617 - 9,617 -

Costs related to financing transactions not completed

- 2,896 - 2,896
Provision for bad debts   12,651     9,372     26,321     24,694
Total cost and expenses   211,210     169,963     643,914     556,579
Operating income (loss) (13,712 ) (105 ) 23,863 24,463
Interest expense, net 5,649 7,722 16,692 20,234
Other (income) expense, net   (34 )   (17 )   (54 )   166
Income (loss) before income taxes (19,327 ) (7,810 ) 7,225 4,063
Provision (benefit) for income taxes   (4,955 )   (2,716 )   5,017     1,925
Net income (loss) $ (14,372 ) $ (5,094 ) $ 2,208   $ 2,138
 
Earnings (loss) per share
Basic $ (0.64 ) $ (0.23 ) $ 0.10 $ 0.10
Diluted $ (0.64 ) $ (0.23 ) $ 0.10 $ 0.10
Average common shares outstanding
Basic 22,459 22,493 22,453 22,484
Diluted 22,459 22,493 22,658 22,487

Note:

 

The Company changed its presentation of the amortization of deferred financing costs. The expense was previously included in Selling, general and administrative expense and is now reflected in Interest expense, net.


 
Conn's, Inc. - Retail Segment
CONDENSED FINANCIAL INFORMATION
(unaudited)
(in thousands)
         
Three Months Ended

October 31,

Nine Months Ended

October 31,

2009 2010 2009 2010
Total revenues $ 164,326 $ 140,533 $ 559,894 $ 489,141
 
Cost and expenses

Cost of goods and parts sold, including warehousing and occupancy costs

123,635 101,188 415,650 350,113
Selling, general and administrative expense 50,360 41,379 146,569 130,984
Goodwill impairment 9,617 - 9,617 -
Provision for bad debts   (22 )   174     43     467
Total cost and expenses   183,590     142,741     571,879     481,564
Operating income (loss) (19,264 ) (2,208 ) (11,985 ) 7,577
Other (income) expense, net   (34 )   (17 )   (54 )   166
Segment income (loss) before income taxes $ (19,230 ) $ (2,191 ) $ (11,931 ) $ 7,411

 
Conn's, Inc. - Credit Segment
CONDENSED FINANCIAL INFORMATION
(unaudited)
(in thousands)
         
Three Months Ended

October 31,

Nine Months Ended

October 31,

2009 2010 2009 2010
Total revenues $ 33,172 $ 29,325 $ 107,883 $ 91,902
 
Cost and expenses
Selling, general and administrative expense 14,947 15,128 45,757 47,892

Costs related to financing transactions not completed

- 2,896 - 2,896
Provision for bad debts   12,673     9,198     26,278   24,227  
 
Total cost and expenses   27,620     27,222     72,035   75,015  
Operating income 5,552 2,103 35,848 16,887
Interest expense, net   5,649     7,722     16,692   20,234  
Segment income (loss) before income taxes $ (97 ) $ (5,619 ) $ 19,156 $ (3,347 )

 
Conn's, Inc.
CONDENSED, CONSOLIDATED BALANCE SHEETS
(in thousands)
         
January 31, October 31,
2010 2010
 
Assets
Current assets
Cash and cash equivalents $ 12,247 $ 12,422
Other accounts receivable, net 23,254 26,025
Customer accounts receivable, net 368,304 344,482
Inventories 63,499 83,729
Deferred income taxes 15,237 13,508
Prepaid expenses and other assets   16,198   14,044
Total current assets 498,739 494,210
Non-current deferred income tax asset 5,485 6,685
Long-term customer accounts receivable, net 318,341 288,738
Total property and equipment, net 59,703 51,615
Other assets, net   10,198   22,101
Total assets $ 892,466 $ 863,349
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of long-term debt $ 64,055 $ 7,665
Accounts payable 39,944 39,997
Accrued compensation and related expenses 5,697 4,896
Accrued expenses 31,685 27,779
Other current liabilities   17,236   14,185
Total current liabilities 158,617 94,522
Long-term debt 388,249 419,932
Other long-term liabilities 6,437 5,677
Total stockholders' equity   339,163   343,218
Total liabilities and stockholders' equity $ 892,466 $ 863,349

       

CALCULATION OF GROSS MARGIN PERCENTAGES

(dollars in thousands)

 
Three Months Ended Nine Months Ended
October 31, October 31,
2009   2010 2009   2010
A Product sales $ 148,463 $ 127,035 $ 508,669 $ 443,778
B Repair service agreement commissions, net 7,320 6,035 25,968 22,293
C Service revenues   5,599     3,769     17,195     12,709  
D Total net sales 161,382 136,839 551,832 478,780
E Finance charges and other   36,116     33,019     115,945     102,262  
F Total revenues 197,498 169,858 667,777 581,042

G

Cost of goods sold, including warehousing and occupancy cost

(120,963 ) (99,546 ) (407,594 ) (343,979 )

H

Cost of parts sold, including warehousing and occupancy cost

  (2,672 )   (1,642 )   (8,056 )   (6,134 )
I Gross margin dollars (F+G+H) $ 73,863   $ 68,670   $ 252,127   $ 230,929  
 
Gross margin percentage (I/F) 37.4 % 40.4 % 37.8 % 39.7 %
 
J Retail margin dollars (A+B+G) $ 34,820 $ 33,524 $ 127,043 $ 122,092
Retail margin percentage (J/(A+B)) 22.4 % 25.2 % 23.8 % 26.2 %

 
MANAGED PORTFOLIO STATISTICS
For the periods ended January 31, 2007, 2008, 2009 and 2010 and October 31, 2009 and 2010
(dollars in thousands, except average outstanding balance per account)
             
January 31, October 31,
2007 2008 2009 2010 2009 2010
 
Total accounts 459,065 510,922 537,957 551,312

544,196

521,316
Total outstanding balance $ 569,551 $ 654,867 $ 753,513 $ 736,041 $ 738,197 $ 676,994
Average outstanding balance per account $ 1,241 $ 1,282 $ 1,401 $ 1,335 $ 1,356 $ 1,299
Balance 60+ days delinquent $ 37,662 $ 49,778 $ 55,141 $ 73,391 $ 68,512 $ 64,934
Percent 60+ days delinquent 6.6 % 7.6 % 7.3 % 10.0 % 9.3 % 9.6 %
Percent of portfolio reaged 17.8 % 16.6 % 18.7 % 19.6 % 18.8 % 18.7 %
Net charge-off ratio (YTD annualized) 3.3 % 2.9 % 3.2 % 3.9 % 3.6 % 4.9 %

 
NON-GAAP RECONCILIATION OF NET INCOME (LOSS), AS ADJUSTED
AND DILUTED EARNINGS (LOSS) PER SHARE, AS ADJUSTED
(unaudited)
(in thousands, except earnings per share)
           
Three Months Ended

October 31,

Nine Months Ended

October 31,

2009 2010 2009 2010
Net income (loss), as reported $ (14,372 ) $ (5,094 ) $ 2,208 $ 2,138
Adjustments:
Goodwill impairment charge 9,617 - 9,617 -
Litigation reserve adjustment 4,100 - 4,850 -

Costs related to financing transactions not completed

- 2,896 - 2,896
Tax impact of adjustments   (3,385 )   (1,019 )   (3,508 )   (1,019 )
Net income (loss), as adjusted $ (4,040 ) $ (3,217 ) $ 13,167   $ 4,015  
 

Average common shares outstanding - Diluted

22,459 22,493 22,658 22,487
 
Earnings (loss) per share - Diluted
As reported $ (0.64 ) $ (0.23 ) $ 0.10 $ 0.10
As adjusted $ (0.18 ) $ (0.14 ) $ 0.58 $ 0.18

Basis for presentation of non-GAAP disclosures:

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles ("GAAP"), the Company also provides adjusted net income (loss) and adjusted earnings (loss) per diluted share information. These non-GAAP financial measures are not meant to be considered as a substitute for comparable GAAP measures but should be considered in addition to results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations and the factors and trends affecting the Company’s business. The Company’s management believes these non-GAAP financial measures are useful to financial statement readers because (1) they allow for greater transparency with respect to key metrics the Company uses in its financial and operational decision making and (2) they are used by some of its institutional investors and the analyst community to help them analyze the Company’s operating results.

CONN-F

CONTACT:
Conn’s, Inc., Beaumont
Chief Financial Officer
Michael J. Poppe, 409-832-1696 Ext. 3294