Document


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): June 7, 2018
Conn's, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-34956
06-1672840
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2445 Technology Forest Blvd., Suite 210
The Woodlands, Texas
77381
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:  (936) 230-5899
Not Applicable
(Former name, former address and former fiscal year, 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o






Item 2.02. Results of Operations and Financial Condition.
On June 7, 2018, Conn's, Inc. (the "Company") issued a press release reporting its first quarter fiscal year 2019 financial results. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
None of the information contained in Item 2.02 or Exhibit 99.1 of this Form 8-K shall be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and none of it shall be incorporated by reference in any filing under the Securities Act of 1933, as amended. Furthermore, this report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.        Description                                        
99.1*

* Furnished herewith





SIGNATURE
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:
June 7, 2018
By:
/s/ Lee A. Wright
 
 
Name:
Lee A. Wright
 
 
Title:
Executive Vice President and Chief Financial Officer



Exhibit


Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12300738&doc=3
Conn's, Inc. Reports First Quarter Fiscal 2019 Financial Results
Favorable Retail Results Driven by an Improving Same Store Sales Trend and Record Q1 Retail Margin
Credit Segment Operating Income Turns Positive as Portfolio Performance Strengthens
Lowest Interest Expense in 11 Quarters as a result of Reduced Cost of Funds and Continued Deleveraging
Strong Start to Fiscal Year 2019
 
THE WOODLANDS, Texas, June 7, 2018 - Conn's, Inc. (NASDAQ: CONN), a specialty retailer of furniture and mattresses, home appliances, consumer electronics and home office products, and provider of consumer credit, today announced its financial results for the quarter ended April 30, 2018.
“Fiscal year 2019 is off to an excellent start. First quarter retail results were driven by an improving same store sales trend. This included positive same store sales for the month of April, which is the first positive month of same store sales in over two years. In addition, retail results benefited from record first quarter retail gross margin. Credit performance strengthened during the quarter, and our credit segment had its first quarter of operating income in four years. With our credit platform on a clear path towards improved financial results, we continue to focus on driving sustainable growth in our highly profitable retail segment. Our first quarter results reflect accelerating momentum throughout our business and we believe that fiscal year 2019 will be a strong year for the Company,” stated Norm Miller, Conn’s Chairman and Chief Executive Officer.
First quarter of fiscal year 2019 highlights include:
Improving same store sales trend, best performance in eight quarters
Record first quarter retail gross margin of 39.6%
Credit spread of 870 basis points was the highest level since the quarter ending April 30, 2014
60+ delinquency rate of 9.5%, representing the third consecutive quarter the rate has declined year-over-year
Charge-offs, net of recoveries of 12.1%, was the lowest rate in ten quarters
Strong first quarter recoveries reduced cumulative loss rates for fiscal year 2014 and 2015 vintages
Interest expense of $16.8 million, compared to $24.0 million for the same period last fiscal year
Earnings per diluted share of $0.39, compared to a loss of $0.08 per share for the same period last fiscal year
Adjusted earnings per diluted share of $0.40, representing the highest first quarter earnings in three years




1



First Quarter Results
Net income for the three months ended April 30, 2018 was $12.7 million, or $0.39 per diluted share, compared to a net loss for the three months ended April 30, 2017 of $2.6 million, or $0.08 per diluted share. On a non-GAAP basis, adjusted net income for the three months ended April 30, 2018 was $13.0 million, or $0.40 per diluted share, which excludes a loss on extinguishment of debt related to the early redemption of our Series 2016-B Class B Notes. This compares to adjusted net loss for the three months ended April 30, 2017 of $1.6 million, or $0.05 per diluted share, which excludes certain charges primarily related to exit costs associated with reducing the square footage of a distribution center and the extinguishment of debt related to the amendment of our revolving loan facility.
Retail Segment First Quarter Results
Total retail revenues were $275.8 million for the three months ended April 30, 2018 compared to $279.4 million for the three months ended April 30, 2017. The decrease of 1.3% was primarily related to a decline in same store sales partially offset by new store openings. For the three months ended April 30, 2018 and 2017, retail segment operating income was $31.2 million and $32.0 million, respectively. On a non-GAAP basis, adjusted retail segment operating income for the three months ended April 30, 2018 and 2017 was $31.2 million and $33.2 million, respectively, after excluding certain charges of $1.2 million related to exit costs associated with reducing the square footage of a distribution center in 2017.
The following table presents net sales and changes in net sales by category:
 
Three Months Ended April 30,



%

Same Store
(dollars in thousands)
2018

% of Total

2017

% of Total

Change

Change

% Change
Furniture and mattress (1)
$
97,020


35.2
%

$
94,443


33.8
%

$
2,577


2.7
 %

(2.9
)%
Home appliance
78,023


28.3


80,122


28.7


(2,099
)

(2.6
)

(4.5
)
Consumer electronics (1)
52,302


19.0


55,753


20.0


(3,451
)

(6.2
)

(4.5
)
Home office (1)
18,310


6.6


16,788


6.0


1,522


9.1


12.8

Other
3,659


1.3


4,256


1.5


(597
)

(14.0
)

(17.3
)
Product sales
249,314


90.4


251,362


90.0


(2,048
)

(0.8
)

(3.0
)
Repair service agreement commissions
22,863


8.3


24,696


8.8


(1,833
)

(7.4
)

(7.1
)
Service revenues
3,579


1.3


3,227


1.2


352


10.9


 

Total net sales
$
275,756


100.0
%

$
279,285


100.0
%

$
(3,529
)

(1.3
)%

(3.5
)%
(1)
During the three months ended July 31, 2017, we reclassified certain products from the consumer electronics and home office product categories into the furniture and mattress product category. Net sales of these products reflected in the consumer electronics and home office product categories for the three months ended April 30, 2017 were $2.8 million and $0.8 million, respectively. The change in same store sales reflects the current product classification for both periods presented.
The following provides a summary of the items impacting same store sales performance of our product categories during the three months ended April 30, 2018 as compared to the three months ended April 30, 2017:
Furniture unit volume decreased 9.9%, partially offset by a 6.4% increase in average selling price;
Mattress unit volume decreased 7.5%, partially offset by a 9.2% increase in average selling price;
Home appliance unit volume decreased 6.1%, partially offset by a 1.8% increase in average selling price;
Consumer electronic unit volume decreased 4.4% and average sales price decreased 0.1%; and
Home office unit volume increased 40.9%, partially offset by a 20.0% decrease in average selling price.

Credit Segment First Quarter Results
Credit revenues were $82.6 million for the three months ended April 30, 2018 compared to $76.5 million for the three months ended April 30, 2017. The 8.1% increase in credit revenue was primarily due to the origination of our higher-yielding direct loan product, which resulted in an increase in the portfolio yield rate to 20.8% from 18.2% offset by a 0.3% decrease in the average balance of the customer receivable portfolio. The total customer portfolio balance was $1.49 billion at April 30, 2018 compared to $1.48 billion at April 30, 2017, an increase of 0.9%.

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Provision for bad debts was $43.9 million for the three months ended April 30, 2018 compared to $55.7 million for the three months ended April 30, 2017, a decrease of $11.8 million. The decrease was primarily driven by a reduction in net charge-offs of $13.8 million during the three months ended April 30, 2018 compared to the three months ended April 30, 2017, partially offset by a smaller reduction in the allowance for doubtful accounts during the three months ended April 30, 2018 compared to the three months ended April 30, 2017.
Additional information on the credit portfolio and its performance may be found in the Customer Receivable Portfolio Statistics table included within this press release and in the Company's Form 10-Q for the quarter ended April 30, 2018, to be filed with the Securities and Exchange Commission.
Store Update
The Company has opened two new Conn's HomePlus® stores in Texas during the three months ended April 30, 2018, bringing the total store count to 118 in 14 states. During fiscal year 2019, the Company plans to open a total of five to nine new stores in existing states to leverage current infrastructure.
Liquidity and Capital Resources
As of April 30, 2018, the Company had $233.5 million of immediately available borrowing capacity under its $750.0 million revolving credit facility, with an additional $366.2 million that may become available under the Company's revolving credit facility if the Company grows the balance of eligible customer receivables and our total eligible inventory balances under the borrowing base. The Company also had $6.2 million of unrestricted cash available for use.
Outlook and Guidance
The following are the Company's expectations for the business for the second quarter of fiscal year 2019:
Change in same store sales between 0.0% and positive 3.0%;
Retail gross margin between 40.25% and 40.75% of total retail net sales;
Selling, general and administrative expenses between 30.5% and 32.5% of total revenues;
Provision for bad debts between $51.0 million and $55.0 million;
Finance charges and other revenues between $85.0 million and $89.0 million; and
Interest expense between $16.0 million and $17.0 million.
Conference Call Information
The Company will host a conference call on June 7, 2018 at 10 a.m. CT / 11 a.m. ET to discuss its three months ended April 30, 2018 financial results. Participants can join the call by dialing 877-754-5302 or 678-894-3020. The conference call will also be broadcast simultaneously via webcast on a listen-only basis. A link to the earnings release, webcast and the first quarter fiscal year 2019 conference call presentation will be available at ir.conns.com.
Replay of the telephonic call can be accessed through June 14, 2018 by dialing 855-859-2056 or 404-537-3406 and Conference ID: 1375317.
About Conn's, Inc.
Conn's is a specialty retailer currently operating 118 retail locations in Alabama, Arizona, Colorado, Georgia, Louisiana, Mississippi, Nevada, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee, Texas and Virginia. The Company's primary product categories include:
Furniture and mattress, including furniture and related accessories for the living room, dining room and bedroom, as well as both traditional and specialty mattresses;
Home appliance, including refrigerators, freezers, washers, dryers, dishwashers and ranges;
Consumer electronics, including LED, OLED, QLED, 4K Ultra HD, and smart televisions, Blu-ray players, home theaters, portable audio equipment, and gaming products;
Home office, including computers, printers and accessories.
Additionally, Conn's offers a variety of products on a seasonal basis. Unlike many of its competitors, Conn's provides flexible in-house credit options for its customers in addition to third-party financing programs and third-party lease-to-own payment plans.
This press release contains forward-looking statements within the meaning of the federal securities laws, including but not limited to, the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives. Statements

3



containing the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," "predict," "will," "potential," or the negative of such terms or other similar expressions are generally forward-looking in nature and not historical facts. Such forward-looking statements are based on our current expectations. We can give no assurance that such statements will prove to be correct, and actual results may differ materially. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by our forward-looking statements including, but not limited to: general economic conditions impacting our customers or potential customers; our ability to execute periodic securitizations of future originated customer loans on favorable terms; our ability to continue existing customer financing programs or to offer new customer financing programs; changes in the delinquency status of our credit portfolio; unfavorable developments in ongoing litigation; increased regulatory oversight; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores; technological and market developments and sales trends for our major product offerings; our ability to manage effectively the selection of our major product offerings; our ability to protect against cyber-attacks or data security breaches and to protect the integrity and security of individually identifiable data of our customers and employees; our ability to fund our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our revolving credit facility, and proceeds from accessing debt or equity markets; and other risks detailed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended January 31, 2018 and other reports filed with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development changes), or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise, or to provide periodic updates or guidance. All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
CONN-G
S.M. Berger & Company
Andrew Berger (216) 464-6400

4



CONN'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(dollars in thousands, except per share amounts)
 
Three Months Ended 
 April 30,
 
2018
 
2017
Revenues:
 
 
 
Total net sales
$
275,756


$
279,285

Finance charges and other revenues
82,631


76,541

Total revenues
358,387

 
355,826

Costs and expenses:
 
 
 
Cost of goods sold
166,589

 
171,950

Selling, general and administrative expense
114,878

 
106,537

Provision for bad debts
44,156

 
55,930

Charges and credits

 
1,227

Total costs and expenses
325,623

 
335,644

Operating income
32,764

 
20,182

Interest expense
16,820

 
24,008

Loss on extinguishment of debt
406

 
349

Income (loss) before income taxes
15,538

 
(4,175
)
Provision (benefit) for income taxes
2,806

 
(1,595
)
Net income (loss)
$
12,732

 
$
(2,580
)
Income (loss) per share:
 
 
 
Basic
$
0.40

 
$
(0.08
)
Diluted
$
0.39

 
$
(0.08
)
Weighted average common shares outstanding:
 
 
 
Basic
31,540,684

 
30,972,312

Diluted
32,452,864

 
30,972,312



5



CONN'S, INC. AND SUBSIDIARIES
CONDENSED RETAIL SEGMENT FINANCIAL INFORMATION
(unaudited)
(dollars in thousands)
 
Three Months Ended 
 April 30,
 
2018
 
2017
Revenues:
 
 
 
Product sales
$
249,314

 
$
251,362

Repair service agreement commissions
22,863

 
24,696

Service revenues
3,579

 
3,227

Total net sales
275,756

 
279,285

Other revenues
14

 
80

Total revenues
275,770

 
279,365

Costs and expenses:
 
 
 
Cost of goods sold
166,589

 
171,950

Selling, general and administrative expense
77,752

 
73,947

Provision for bad debts
260

 
230

Charges and credits

 
1,227

Total costs and expenses
244,601

 
247,354

Operating income
$
31,169

 
$
32,011

Retail gross margin
39.6
%
 
38.4
%
Selling, general and administrative expense as percent of revenues
28.2
%
 
26.5
%
Operating margin
11.3
%
 
11.5
%
Store count:
 
 
 
Beginning of period
116

 
113

Opened
2

 
2

End of period
118

 
115



6



CONN'S, INC. AND SUBSIDIARIES
CONDENSED CREDIT SEGMENT FINANCIAL INFORMATION
(unaudited)
(dollars in thousands)
 
Three Months Ended 
 April 30,
 
2018
 
2017
Revenues:
 
 
 
Finance charges and other revenues
$
82,617

 
$
76,461

Costs and expenses:
 
 
 
Selling, general and administrative expense
37,126

 
32,590

Provision for bad debts
43,896

 
55,700

Total costs and expenses
81,022

 
88,290

Operating income (loss)
1,595

 
(11,829
)
Interest expense
16,820

 
24,008

Loss on extinguishment of debt
406

 
349

Loss before income taxes
$
(15,631
)
 
$
(36,186
)
Selling, general and administrative expense as percent of revenues
44.9
%
 
42.6
 %
Selling, general and administrative expense as percent of average total customer portfolio balance (annualized)
9.9
%
 
8.6
 %
Operating margin
1.9
%
 
(15.5
)%


7



CONN'S, INC. AND SUBSIDIARIES
CUSTOMER RECEIVABLE PORTFOLIO STATISTICS
(unaudited)

As of April 30,

2018

2017
Weighted average credit score of outstanding balances(1)
592


588

Average outstanding customer balance
$
2,462


$
2,360

Balances 60+ days past due as a percentage of total customer portfolio balance(2)
9.5
%

9.8
%
Re-aged balance as a percentage of total customer portfolio balance(2)(3)
24.5
%

15.8
%
Account balances re-aged more than six months (in thousands)
$
79,906


$
74,238

Allowance for bad debts as a percentage of total customer portfolio balance
13.7
%

14.0
%
Percent of total customer portfolio balance represented by no-interest option receivables
21.4
%

26.0
%

Three Months Ended 
 April 30,

2018

2017
Total applications processed
283,486


290,327

Weighted average origination credit score of sales financed(1)
609


608

Percent of total applications approved and utilized
29.2
%

31.1
%
Average down payment
3.1
%

3.7
%
Average income of credit customer at origination
$
43,800


$
41,900

Percent of retail sales paid for by:
 


 

In-house financing, including down payment received
70.0
%

70.5
%
Third-party financing
14.9
%

15.1
%
Third-party lease-to-own option
7.5
%

7.6
%

92.4
%

93.2
%

(1)
Credit scores exclude non-scored accounts.
(2)
Accounts that become delinquent after being re-aged are included in both the delinquency and re-aged amounts.
(3)
The re-aged balance as a percentage of total customer portfolio as of April 30, 2018 includes $54.2 million, or 3.6%, in first time re-ages related to customers affected by Hurricane Harvey within FEMA-designated disaster areas.

8



CONN'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands)
 
April 30,
2018

January 31,
2018
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
6,190


$
9,286

Restricted cash
76,724


86,872

Customer accounts receivable, net of allowances
618,160


636,825

Other accounts receivable
73,543


71,186

Inventories
190,312


211,894

Income taxes recoverable
620


32,362

Prepaid expenses and other current assets
15,664


31,592

Total current assets
981,213


1,080,017

Long-term portion of customer accounts receivable, net of allowances
635,508


650,608

Property and equipment, net
141,314


143,152

Deferred income taxes
22,052


21,565

Other assets
4,662


5,457

Total assets
$
1,784,749


$
1,900,799

Liabilities and Stockholders' Equity
 
 
 
Current liabilities:
 
 
 
Current maturities of debt and capital lease obligations
$
23,180

 
$
907

Accounts payable
82,362

 
71,617

Accrued expenses
57,319


66,173

Other current liabilities
31,113


25,414

Total current liabilities
193,974


164,111

Deferred rent
85,729


87,003

Long-term debt and capital lease obligations
929,535


1,090,105

Other long-term liabilities
25,856


24,512

Total liabilities
1,235,094


1,365,731

Stockholders' equity
549,655


535,068

Total liabilities and stockholders' equity
$
1,784,749


$
1,900,799



9



CONN'S, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS
(unaudited)
(dollars in thousands)

RETAIL SEGMENT OPERATING INCOME, AS ADJUSTED
 
Three Months Ended April 30,
 
2018

2017
Retail segment operating income, as reported
$
31,169

 
$
32,011

Adjustments:
 
 
 
Facility closure costs

 
1,227

Retail segment operating income, as adjusted
$
31,169

 
$
33,238

Retail segment total revenues
$
275,770

 
$
279,365

Retail segment operating margin:
 
 
 
As reported
11.3
%
 
11.5
%
As adjusted
11.3
%
 
11.9
%

NET INCOME (LOSS), AS ADJUSTED, AND DILUTED INCOME (LOSS) PER SHARE, AS ADJUSTED
 
Three Months Ended April 30,
 
2018

2017
Net income (loss), as reported
$
12,732

 
$
(2,580
)
Adjustments:
 
 
 
Facility closure costs

 
1,227

Loss on extinguishment of debt
406

 
349

Tax impact of adjustments
(89
)
 
(571
)
Net income (loss), as adjusted
$
13,049

 
$
(1,575
)
Weighted average common shares outstanding - Diluted
32,452,864

 
30,972,312

Income (loss) per share:
 
 
 
As reported
$
0.39

 
$
(0.08
)
As adjusted
$
0.40

 
$
(0.05
)
Basis for presentation of non-GAAP disclosures:
To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), the Company also provides the following non-GAAP financial measures: retail segment adjusted operating income, retail segment adjusted operating margin, adjusted net income (loss), and adjusted income (loss) per diluted share. These non-GAAP financial measures are not meant to be considered as a substitute for, or superior to, comparable GAAP measures and should be considered in addition to results presented in accordance with GAAP. They are intended to provide additional insight into our operations and the factors and trends affecting the business. 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 we use in our financial and operational decision making, and (2) they are used by some of our institutional investors and the analyst community to help them analyze our operating results.

10