Form 10-K
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-K

 


 

Annual Report Pursuant to Section l3 or l5(d)

of the Securities Exchange Act of l934

 

For the fiscal year ended January 31, 2004

 

Commission File Number 000-50421

 


 

CONN’S, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

 

A Delaware Corporation   06-1672840
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

3295 College Street

Beaumont, Texas 77701

(Address of Principal Executive Offices)

 

(409) 832-1696

(Registrant’s Telephone Number, Including Area Code)

 

 


 

Securities registered pursuant to Section l2(b) of the Act:

NONE

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Class


Common Stock, Par Value $0.01 Per Share

 


 

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during the preceding l2 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second quarter is not applicable as the registrant was not publicly traded at that time. The aggregate market value of the voting and non-voting common equity held by non-affiliates as of January 31, 2004 was approximately $101,021,856.

 

There were 23,151,799 shares of common stock, $0.01 par value per share, outstanding on April 15, 2004.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

Portions of the Definitive Proxy Statement for the Annual Meeting of Stockholders to be held June 3, 2004 (incorporated herein by reference in Part III).

 



Table of Contents

TABLE OF CONTENTS

 

          Page

PART I     

ITEM 1.

   BUSINESS.    1

ITEM 2.

   PROPERTIES.    23

ITEM 3.

   LEGAL PROCEEDINGS.    23

ITEM 4.

   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.    23
PART II     

ITEM 5.

   MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.    24

ITEM 6.

   SELECTED FINANCIAL DATA.    26

ITEM 7.

   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.    27

ITEM 7A.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    46

ITEM 8.

   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.    48

ITEM 9.

   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.    71

ITEM 9A.

   CONTROLS AND PROCEDURES.    71
PART III     

ITEM 10.

   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT    72

ITEM 11.

   EXECUTIVE COMPENSATION    72

ITEM 12.

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    72

ITEM 13.

   CERTAIN RELATIONSHIPS AND RELATED TRANSACTION    72

ITEM 14.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES.    72
PART IV     

ITEM 15.

   EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K    73

SIGNATURES

   74

INDEX TO EXHIBITS

   75

 

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PART I

 

ITEM 1. BUSINESS.

 

Unless the context indicates otherwise, references to “we,” “us,” and “our” refer to the consolidated business operations of Conn’s, Inc. and all of its direct and indirect subsidiaries, limited liability companies and limited partnerships.

 

Overview

 

We are a specialty retailer of home appliances and consumer electronics. We sell major home appliances including refrigerators, freezers, washers, dryers and ranges, and a variety of consumer electronics including projection, plasma and LCD televisions, camcorders, VCRs, DVD players and home theater products. We also sell home office equipment, lawn and garden products and bedding, and we continue to introduce additional product categories for the home to help increase same store sales and to respond to our customers’ product needs. In the last three years, we have introduced several new product lines, including lawn and garden, bedding and generators. We offer over 1,100 product items, or SKUs, at good-better-best price points representing such national brands as General Electric, Whirlpool, Frigidaire, Mitsubishi, Sony, Panasonic, Thomson Consumer Electronics, Simmons, Hewlett Packard and Compaq. Based on revenue in 2002, we were the 13th largest retailer of home appliances in the United States, and we are either the first or second leading retailer of home appliances in terms of market share in the majority of our existing markets.

 

We began as a small plumbing and heating business in 1890. We began selling home appliances to the retail market in 1937 though one store located in Beaumont, Texas. We opened our second store in 1959 and have since grown to 47 stores, selling home appliances, consumer electronics, home office equipment, lawn and garden products and bedding.

 

We have been known for providing excellent customer service for over 113 years. We believe that our customer-focused business strategies make us an attractive alternative to appliance and electronics superstores, department stores and other national, regional and local retailers. We strive to provide our customers with:

 

    a high level of customer service;

 

    highly trained and knowledgeable sales personnel;

 

    a broad range of customer-driven, brand name products;

 

    flexible financing alternatives through our proprietary credit programs;

 

    same day and next day delivery capabilities; and

 

    outstanding product repair service.

 

We believe that these strategies drive repeat purchases and enable us to generate substantial brand name recognition and customer loyalty. During fiscal 2004, approximately 59% of our credit customers, based on the number of invoices written, were repeat customers.

 

In 1994, we realigned and added to our management team, enhanced our infrastructure and refined our operating strategy to position ourselves for future growth. From fiscal 1994 to fiscal 1999, we selectively grew our store base from 21 to 26 stores while improving operating margins from 5.2% to 8.7%. Since fiscal 1999, we have generated significant growth in our number of stores, revenue and profitability. Specifically:

 

    we have grown from 26 stores to 47 stores, an increase of more than 80%, with several more stores currently under development;

 

    total revenues have grown at a compounded annual rate of 18.2% from $234.5 million in fiscal 1999, to $499.3 million in fiscal 2004;

 

    net income from continuing operations has grown at a compounded annual rate of 24.9% from $8.8 million in fiscal 1999 to $24.3 million in fiscal 2004; and

 

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    our same store sales growth from fiscal 1999 to fiscal 2004 has averaged 8.7%.

 

Our principal executives offices are located at 3295 College Street, Beaumont, Texas 77701. Our telephone number is (409) 832-1696, and our corporate website is www.conns.com. We do not intend for information contained on our website to be part of this Form 10-K.

 

Corporate Reorganization

 

We were formed as a Delaware corporation in January 2003 with an initial capitalization of $1,000 to become the holding company of Conn Appliances, Inc., a Texas corporation. Prior to the completion of our initial public offering (the “IPO”) in November 2003, we had no operations. As a result of the IPO, Conn Appliances, Inc. became our wholly-owned subsidiary and the common and preferred stockholders of Conn Appliances, Inc. exchanged their common and preferred stock on a one-for-one basis for the common and preferred stock of Conn’s, Inc. Immediately after the IPO, all preferred stock and accumulated dividends were redeemed, either through the payment of cash or through the conversion of preferred stock to common stock.

 

Industry Overview

 

The home appliance and consumer electronics industry includes major home appliances, small appliances, home office equipment, televisions and audio, video and mobile electronics. Sellers of home appliances and consumer electronics include large appliance and electronics superstores, national chains, small regional chains, single-store operators, appliance and consumer electronics departments of selected department and discount stores and home improvement centers.

 

Based on data published in Twice, This Week in Consumer Electronics, a newspaper dedicated to the consumer electronics, computer and major appliances industries in the United States, the top 100 major appliance retailers reported sales of approximately $15.8 billion in 2002, up approximately 9.9% from reported sales in 2001 of approximately $14.3 billion. We estimate sales for the appliance industry for 2002, based upon total estimated shipments including builders’ sales and those retailers not included in the top 100 retailers as compiled by the Association of Home Appliance Manufacturers, to be in excess of $24 billion. We estimate total sales in the major appliance industry will exceed $29 billion by 2005. The retail appliance market is large and concentrated among a few major dealers. Sears has been the leader in the retail appliance market, with a market share of the top 100 retailers of approximately 36% in 2002, down from approximately 39% in 2001.

 

As measured by Twice, the top 100 consumer electronics retailers in the United States reported sales of $101.4 billion in 2002, a 6.2% increase from the $95.5 billion reported in 2001. According to the Consumer Electronics Association, or CEA, total industry manufacturer sales of consumer electronics products in the United States, including imports, are projected to exceed $109 billion by 2007. The consumer electronics market is highly fragmented. We estimate, based on data provided in Twice, that the two largest consumer electronics superstore chains together accounted for less than one-third of the total electronics sales attributable to the 100 largest retailers in 2002. New entrants in both the home appliances and consumer electronics industries have been successful in gaining market share by offering similar product selections at lower prices.

 

In the home appliance market, many factors drive growth, including consumer confidence, household formations and new product introductions. Product design and innovation is rapidly becoming a key driver of growth in this market. Products either recently introduced or scheduled to be offered include high speed ovens, custom refrigerators, appliances with stainless steel exteriors, personal garment dry cleaning appliances and energy-efficient appliances.

 

Technological advancements and the introduction of new products have largely driven growth in the consumer electronics market. Recently, industry growth has been fueled primarily by the introduction of products that incorporate digital technology, such as DVD players and digital camcorders, digital stereo receivers, satellite technology, cameras and televisions. Digital products offer significant advantages over their analog counterparts, including better clarity and quality of video and audio, durability of recording and compatibility with computers. Due to these advantages, we believe that digital technology will continue to drive industry growth as consumers replace their analog products with digital products. We believe the following product advancements will continue to fuel growth in the consumer electronics industry and represent a significant potential market for us.

 

    Digital Television (DTV and High Definition TV). The Federal Communications Commission has set a target of 2006 for all commercial television stations to transition from broadcasting analog signals to

 

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digital signals. The Yankee Group, a communications and networking research and consulting firm, estimates that by the year 2007, HDTV signals will be in nearly 41.6 million, or 40%, of homes in the United States. This represents a compounded annual growth rate of 17.1% from the estimated 18.9 million homes receiving digital cable at the end of 2002. To view a digital transmission, consumers will need either a digital television or a set-top box converter capable of converting the digital broadcast for viewing on an analog set. According to the CEA, DTV unit sales are expected to grow from an estimated 4.3 million units in 2003 to 16.2 million units in 2007, representing a compounded annual growth rate of 39.3%. We believe the recent introduction of high clarity digital flat panel televisions in both liquid crystal display, or LCD, and plasma formats has increased the quality and sophistication of these entertainment products and will be a key driver of digital television growth.

 

    Digital Versatile Disc (DVD). According to the CEA, the DVD player has become the fastest growing consumer electronics product in history. First introduced in March 1997, DVD players are currently in 41% of U.S. homes, and we believe that DVD players will reach a household penetration level of 70% by 2007. Sales of DVD players grew from 0.3 million units in 1997 to 17.1 million units in 2002 and are expected to further increase to 24.3 million units in 2004.

 

    Digital Radio. The conversion to digital radio is taking place through two independent platforms, satellite and terrestrial. Digital satellite radio is currently being provided by Sirius Satellite Radio and XM Satellite Radio. As of December 31, 2003, Sirius Satellite Radio and XM Satellite Radio had approximately 261,000 and approximately 1,360,000 subscribers, respectively, and XM Satellite Radio expects to reach 2.8 million subscribers in 2004. The Yankee Group estimates that the number of U.S. satellite radio subscribers will reach approximately 21 million by 2006. The well-established terrestrial AM/FM radio stations began upgrading to digital radio in 2003.

 

Home appliance and electronics retailers typically provide few or no in-house financing options. Consumers see home appliances and electronics as necessary or desirable, but many customers are unable to afford them without financing, which may be difficult to obtain. Moreover, once customers purchase an item, they typically have to wait several days for delivery and may be unable to receive product service from the seller.

 

Business Strategy

 

Our objective is to be the leading specialty retailer of home appliances and consumer electronics in each of our markets. We strive to achieve this objective through execution of the following strategies.

 

    Providing a high level of customer service. We endeavor to maintain a very high level of customer service as a key component of our culture, which has resulted in customer satisfaction levels at consistent rates between 90% and 95%. We measure customer satisfaction in our customer service on the sales floor, in our delivery operation and in our service department by sending survey cards to all customers for whom we have delivered or installed a product or made a service call. Our customer service resolution department attempts to address all customer complaints within 48 hours of receipt. We are working to expand this department to enable us to make customer satisfaction calls to every customer as soon as possible after a delivery is made or a service call is completed.

 

    Developing and retaining highly trained and knowledgeable sales personnel. We require all sales personnel to specialize in home appliances, consumer electronics or “track” products. Track products include small appliances, computers, camcorders, DVD players, cameras and telephones that are sold within the interior of a large colorful track that circles the interior floor of our stores. This approach allows the sales person to focus on a specific product category and become an expert in selling and using products in that category. New sales personnel must complete an intensive three-week classroom training program conducted at our corporate office followed by an additional week of on-the-job training riding in a delivery and service truck to observe how we serve our customers after the sale is made.

 

    Offering a broad range of customer-driven, brand name products. We offer a comprehensive selection of high-quality, brand name merchandise to our customers at guaranteed low prices. Consistent with our good-better-best merchandising strategy, we offer a wide range of product selections from entry-level models through high-end models. We maintain strong relationships with approximately 50 manufacturers and distributors that enable us to offer over 1,100 SKUs to our customers. Our principal suppliers include General Electric, Whirlpool, Frigidaire, Mitsubishi, Sony, Panasonic, Thomson Consumer Electronics, Simmons, Hewlett Packard and Compaq. To facilitate our responsiveness to

 

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customer demand, we use our prototype store, located near our corporate offices in Beaumont, Texas, to test the sale of all new products and obtain customers’ reactions to new display formats before introducing these products and display formats to our other stores.

 

    Offering flexible financing alternatives through our proprietary credit programs. Historically, we have financed approximately 56% of our retail sales through our internal credit programs. We believe our credit programs expand our potential customer base, increase our sales revenue and enhance customer loyalty by providing our customers immediate access to financing alternatives that our competitors typically do not offer. Our credit department makes all credit decisions internally, entirely independent of our sales personnel. We provide special consideration to the customer’s credit history with us. Before extending credit, we match our loss experience by product category with the customer’s creditworthiness to determine down payment amounts and other credit terms. This facilitates product sales while keeping our credit risk within an acceptable range. Approximately 57% of customers who have active credit accounts with us take advantage of our in-store payment option and come to our stores each month to make their payments, which we believe results in additional sales to these customers. Through our daily calling program, we contact customers with past due accounts and attempt to work with them to collect payments in times of financial difficulty or periods of economic downturn. Our credit decisions and collections process enabled us to achieve a 2.7% net loss ratio in fiscal 2003 and a 2.9% net loss ratio in fiscal 2004 on the credit portfolio that we service for a Qualifying Special Purpose Entity or QSPE.

 

    Maintaining same day and next day distribution capabilities. We maintain four regional distribution centers and two other related facilities that cover all of the major markets in which we operate. These facilities are part of a sophisticated inventory management system that also includes a fleet of approximately 130 transfer and delivery vehicles that service all of our markets. Our distribution operations enable us to deliver products on the day of, or the day after, the sale to approximately 95% of our customers.

 

    Providing outstanding product repair service. We service every product that we sell, and we service only the products that we sell. In this way, we can assure our customers that they will receive our service technicians’ exclusive attention to their product repair needs. All of our service centers are authorized factory service facilities that provide trained technicians to offer in-home diagnostic and repair service as well as on-site service and repairs for products that cannot be repaired in the customer’s home.

 

Store Development and Growth Strategy

 

In addition to executing our business strategy, we intend to continue to achieve profitable, controlled growth by increasing same store sales, opening new stores and updating, expanding or relocating our existing stores.

 

    Increasing same store sales. We plan to continue to increase our same store sales by:
  continuing to offer quality products at competitive prices;

 

  remerchandising our product offerings in response to changes in consumer demand;

 

  training our sales personnel to increase sales closing rates;

 

  updating our stores on a three-year rotating basis;

 

  focusing more specifically on sales of computers and smaller electronics within the interior track area of our stores, including the expansion of high margin accessory items;

 

  continuing to provide a high level of customer service in sales, delivery and servicing of our products;

 

  increasing sales of our merchandise, finance products, service maintenance agreements and credit insurance through direct mail and in-store credit promotion programs; and

 

  introducing a replacement service maintenance agreement that covers replacement of smaller ticket items.

 

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    Opening new stores. We intend to take advantage of our reliable infrastructure and proven store model to continue the pace of our new store openings. This infrastructure includes our proprietary management information systems, training processes, distribution network, merchandising capabilities, supplier relationships and centralized credit approval and collection processes. We intend to expand our store base in existing, adjacent and new markets, as follows:

 

  Existing and adjacent markets. We intend to increase our market presence by opening new stores in our existing markets, in adjacent markets and in new markets. New store openings in these locations will allow us to take advantage of our perceived market opportunity in those markets and leverage our existing distribution network, cluster advertising, brand name recognition and reputation.

 

  New markets. In fiscal 2004, we opened three new stores in the Dallas/Fort Worth metroplex. We have identified several additional markets that meet our criteria for site selection, including the Rio Grande Valley in southwest Texas, New Orleans and central Louisiana around Shreveport, Monroe and Alexandria. We intend to enter these new markets, as well as some in neighboring states, over the next several fiscal years. We will first address markets in states in which we currently operate. We expect that this new store growth will include major metropolitan markets in both Texas and Louisiana. We have also identified a number of smaller markets within Texas and Louisiana in which we expect to explore new store opportunities. Our long-term growth plans include markets in other areas of significant population density within neighboring states. During fiscal 2005, we expect to open four to six stores in new markets in Texas and Louisiana.

 

    Updating, expanding or relocating existing stores. Over the last three years, we have updated, expanded or relocated most of our stores. We have implemented our larger prototype store model at all locations at which the physical space would accommodate the required design changes. As we continue to add new stores or replace existing stores, we will modify our floor plan to include this new model. We continuously evaluate our existing and potential sites to ensure our stores are in the best possible locations and relocate stores that are not properly positioned. We typically lease rather than purchase our stores to retain the flexibility of subleasing a location if we later decide that the store is performing below our standards. However, with the completion of our IPO, we believe that we are now positioned more favorably to take advantage of real estate purchase opportunities as they are determined. After updating, expanding or relocating a store, we expect to increase same store sales at those stores.

 

The addition of new stores has played, and we believe will continue to play, a significant role in our continued growth and success. We currently operate 47 retail stores located in Texas and Louisiana. We opened 11 stores in the twelve months ended January 31, 2002, of which four were relocations of existing stores. We opened twelve stores in fiscal 2003, of which five were relocations of existing stores; we opened three stores in fiscal 2004; and we opened two stores subsequent to January 31, 2004. We also closed one store during fiscal 2003. We plan to continue our store development program by opening an additional two to four new stores and updating approximately six stores during the balance of fiscal 2005. We believe that continuing to grow our store base and locating our stores in desirable geographic markets are essential for our future success.

 

Customers

 

We do not have a significant concentration of sales with any individual customer and, therefore, the loss of any one customer would not have a material impact on our business. No single customer accounts for more than 10% of our total revenues.

 

Products and Merchandising

 

Product Categories. Each of our stores sells five major categories of products: major home appliances, consumer electronics, home office equipment, delivery and installation services and other household products, including lawn and garden equipment and bedding. The following table presents a summary of net sales by major product category, service maintenance agreement commissions and service revenues, for fiscal 2001, the six month fiscal period ended January 31, 2002, fiscal 2003 and fiscal 2004:

 

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Year Ended

July 31, 2001


   

Six Months Ended

January 31, 2002 (1)


    Years Ended January 31,

 
         2003

    2004

 
     Amount

   %

    Amount

   %

    Amount

   %

    Amount

   %

 
     (dollars in thousands)  

Major home appliances

   $ 114,769    39.3 %   $ 63,907    35.0 %   $ 148,878    38.2 %   $ 161,411    36.6 %

Consumer electronics

     107,548    36.8       75,355    41.2       151,196    38.8       176,868    40.1  

Home office equipment

     22,572    7.7       16,523    9.0       25,617    6.6       30,251    6.9  

Delivery and installation

     5,271    1.8       3,238    1.8       6,369    1.6       7,987    1.8  

Other (including lawn and garden and bedding)

     9,687    3.3       3,762    2.1       15,819    4.1       22,101    5.0  
    

  

 

  

 

  

 

  

Total product sales

     259,847    88.9       162,785    89.1       347,879    89.3       398,618    90.4  

Service maintenance agreement commissions

     18,742    6.4       11,922    6.5       22,961    5.9       24,035    5.5  

Service revenues

     13,799    4.7       7,904    4.4       18,656    4.8       18,265    4.1  
    

  

 

  

 

  

 

  

Total net sales

   $ 292,388    100.0 %   $ 182,611    100.0 %   $ 389,496    100.0 %   $ 440,918    100.0 %
    

  

 

  

 

  

 

  


(1)   Sales amounts and percentages for this period do not reflect the effect of summer air conditioner sales and lawn and garden product sales.

 

Within these major product categories (excluding service maintenance agreements, service revenues and delivery and installation), we offer our customers over 1,100 SKUs in a wide range of price points. Most of these products are manufactured by brand name companies, including General Electric, Whirlpool, Frigidaire, Mitsubishi, Sony, Panasonic, Thomson Consumer Electronics, Simmons, Hewlett Packard and Compaq. As part of our good-better- best merchandising strategy, our customers are able to choose from products ranging from low-end to mid- to high-end models in each of our key product categories, as follows:

 

Category


 

Products


 

Selected Brands


Major appliances

  Refrigerators, freezers, washers, dryers, ranges, dishwashers, air conditioners and vacuum cleaners   General Electric, Frigidaire, Whirlpool, Maytag, KitchenAid, Sharp, Samsung, Friedrich, Roper, Hoover and Eureka

Consumer electronics

  Projection, plasma, LCD and DLP televisions, home theater systems, VCRs, camcorders, digital cameras, DVD players, audio components, compact disc players, speakers and portable electronics   Mitsubishi, Thomson Consumer Electronics, Sony, Toshiba, Sanyo, JVC, Panasonic, Hitachi, Yamaha, Polk, Kenwood and JBL

Home office equipment

  Computers, computer peripherals, personal digital assistants and telephones   Hewlett Packard, Compaq, Sony and Panasonic

Other

  Lawn and garden, bedding and generators   Poulan, Toro, Weedeater, Tempur-pedic and Simmons

 

Purchasing. We purchase products from approximately 50 manufacturers and distributors. Our agreements with these manufacturers and distributors typically cover a one or two year time period, are renewable at the option of the parties and are terminable upon 30 days written notice by either party. Similar to other specialty retailers, we purchase a significant portion of our total inventory from a limited number of vendors. During fiscal 2004, 61.1% of our total inventory purchases were from six vendors, including 15.5%, 12.5% and 11.2% of our total inventory from Frigidaire, Whirlpool and Sony, respectively. The loss of any one or more of these key vendors or our failure to establish and maintain relationships with these and other vendors could have a material adverse effect on our results of operations and financial condition. We have no indication that any of our suppliers will discontinue selling us merchandise. We have not experienced significant difficulty in maintaining adequate sources of merchandise, and we generally expect that adequate sources of merchandise will continue to exist for the types of products we sell.

 

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Merchandising Strategy. We focus on providing a comprehensive selection of high-quality merchandise to appeal to a broad range of potential customers. Consistent with our good-better-best merchandising strategy, we offer a wide range of product selections from entry-level models through high-end models. We primarily sell brand name warrantied merchandise. Our established relationships with major appliance and electronic vendors give us purchasing power that allows us to offer custom-featured appliances and electronics and provides us a competitive selling advantage over other independent retailers. We use our prototype store, located near our corporate offices in Beaumont, Texas, to test the sale of all new products and obtain customers’ reactions to new display formats before introducing these products and display formats to our other stores. As part of our merchandising strategy, we operate clearance centers in our Houston and San Antonio markets to help sell scratched, used or discontinued merchandise. We have recently redesigned our approach to the merchandising of our “track” products to provide consumer-friendly point of sale transactions that take place within a track area located in the interior of our store. We believe that this focused approach to creating consumer awareness and ease of purchase of our track products will help increase same store sales. We do, however, expect product margins to decrease because many of these products are sold at lower margins.

 

Pricing. We emphasize competitive pricing on all of our products and maintain a low price guarantee that is valid in all markets from 10 to 30 days after the sale, depending on the product. At most of our stores, to print an invoice that contains pricing other than the price maintained within our computer system, sales personnel must call a special “hotline” number at the corporate office. Store operations management and our corporate office closely monitor the stores that do not have this price adjustment system. Personnel staffing this hotline number are familiar with competitor pricing and are authorized to make price adjustments to fulfill our low price guarantee when a customer presents acceptable proof of the competitor’s lower price. This centralized function also allows us to maintain control of pricing and to store and retrieve pricing data of our competitors.

 

Customer Service

 

We focus on customer service as a key component of our strategy. We believe our same day or next day delivery option, which is not offered by most of our competitors, is one of the keys to our success. Additionally, we attempt to answer and resolve all customer complaints within 48 hours of receipt. We track customer complaints by individual salesperson, delivery person and service technician. We send out over 30,000 customer satisfaction survey cards each month covering all deliveries and service calls. Based upon a response rate from our customers of approximately 20%, we consistently report customer satisfaction rates between 90% and 95%. We have already planned the physical facilities necessary to implement a proactive customer satisfaction call center, and once the center is fully operational, we expect to contact most customers within 48 hours of product delivery or completed service call to inquire about their satisfaction with their purchases or service call experience with us.

 

Store Operations

 

Stores. We currently operate 47 retail stores located in Texas and Louisiana. The following table illustrates our markets, the number of freestanding and strip mall stores in each market and the year we opened our first store in each market:

 

Market


   Number of Stores

  

First

Store
Opened


   Stand
Alone


   Strip
Mall


  

Houston

   8    10    1983

San Antonio/Austin

   7    6    1994

Golden Triangle (Beaumont, Port Arthur and Orange, Texas)

   1    4    1937

Baton Rouge/Lafayette

   1    4    1975

Corpus Christi

   1    0    2002

Dallas/Fort Worth

   —      5    2003
    
  
    
     18    29     
    
  
    

 

Our stores have an average selling space of approximately 19,900 square feet, plus a rear storage area averaging approximately 5,700 square feet for fast-moving or smaller products that customers prefer to carry out rather than wait for in-home delivery. Two of our stores are clearance centers for discontinued product models and damaged merchandise, returns and repossessed product. Our clearance centers are located in the Houston and San Antonio/Austin markets and average 12,000 square feet of selling space. All stores and clearance

 

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centers are open from 10:00 a.m. to 9:00 p.m. Monday through Friday, from 9:00 a.m. to 9:00 p.m. on Saturday, and from 11:00 a.m. to 7:00 p.m. on Sunday. We also offer extended store hours during the holiday selling season.

 

Approximately 60% of our stores are located in strip shopping centers and regional malls, with the balance being stand-alone buildings. All of our locations have parking available immediately adjacent to the store’s front entrance. Our storefronts have a distinctive exterior tower that guides the customer to the entrance of the store. Inside the store, a large colorful tile track circles the interior floor of the store. One side of the track leads the customer to major appliances, lawn and garden products and bedding while the other side of the track leads the customer to a large display of television and projection television products. The inside of the track contains various home office and consumer electronic products such as computers, printers, DVD players, camcorders, digital cameras and telephones. During fiscal 2004, we redesigned our approach to merchandising of our track products to provide consumer-friendly point of sale transactions. The area inside the track now has its own sales personnel and merchandising approach for its products. The rear of the store contains a display for audio and stereo products. To reach the cashier’s desk at the center of the track area, our customers must walk past our products. We believe this increases sales to customers that have purchased products from us on credit in the past and who return to our stores to make their monthly credit payments.

 

We have updated or relocated all of our stores in the last three years. We expect to continue to update stores on a three year cycle. All of our updated stores, as well as our new stores, include modern interior selling spaces featuring attractive signage and display areas specifically designed for each major product type. Our prototype store for future expansion has from 20,000 to 24,000 square feet of retail selling space, which is approximately 15% more than the average size of our existing stores and a rear storage area of between 5,000 and 7,000 square feet. We generally spend approximately $275,000 to $350,000 to update a store, and as a result of the updating, we expect to increase same store sales at those stores. Over the last three years, we have spent approximately $15.5 million updating, refurbishing or relocating our existing stores.

 

Site Selection. Our stores are typically located near freeways or major travel arteries and in the vicinity of major retail shopping areas. We prefer to locate our stores in an area where our prominent tower storefront will be the anchor of the shopping center or readily visible from major thoroughfares. We also attempt to locate our stores in the vicinity of major home appliance and electronics superstores. We have typically entered markets where we can potentially support at least 10 to 12 stores. We believe this number of stores allows us to optimize advertising and distribution costs. We may, however, elect to experiment with opening smaller numbers of new stores in outlying areas where customer demand for products and services outweighs the extra cost of failing to achieve full economies of scale. Other factors we consider when evaluating potential markets include the distance from our distribution centers, store locations of our competitors and population, demographics and growth potential of the market.

 

Store Economics. We lease 43 of our 47 current store locations, with an average monthly rent of $21,000. Our average investment for the nine stores we have opened in the last two years was approximately $1.1 million, including leasehold improvements, fixtures and equipment and inventory (net of accounts payable). For these same new stores, the net sales per store has averaged $0.7 million per month for the last 18 months or the actual time the store has been open, if less than 18 months.

 

Our new stores have typically been profitable on an operating basis within their first three to six months of operation and, on average have returned our investment in 20 months or less. We consider a new store to be successful if it achieves $8 million to $9 million in sales volume and 2% to 5% in operating margins before other ancillary revenues and allocations of overhead and advertising in the first full year of operation. We expect successful stores that have matured, which generally occurs after two to three years of operations, to generate annual sales of approximately $12 million to $15 million and 5% to 9% in operating margins before other ancillary revenues and allocations. However, depending on the credit and insurance penetration of an individual store, we believe that a store that does not achieve these levels of sales can still contribute significantly to our pretax margin. Assuming that the store location is both visible and accessible from major thoroughfares and that major competition exists in the general area, we believe that there is a significant difference in sales volume between stores that are freestanding and stores that are located in strip malls. Most of our new and replacement stores, therefore, are stand-alone stores unless there is compelling demographic data to cause us to locate the store in a strip mall.

 

Personnel and Compensation. We staff a typical store with a store manager, an assistant manager, 10 to 20 sales personnel and other support staff including cashiers and/or porters. Managers have an average

 

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tenure with us of approximately seven years and typically have prior sales floor experience. In addition to store managers, we have five district managers that generally oversee from eight to 12 stores in each market. Our district managers generally have five to 15 years of sales experience and report to our senior vice president of store operations, who has over 20 years of sales experience. We treat the track area of our stores as a store within a store with a separate staff and merchandising function.

 

We compensate home appliance and consumer electronics sales specialists on a straight commission arrangement, while we generally compensate store managers and cashiers on a salary basis plus incentives or at an hourly rate. Our store managers receive a base salary and monthly bonuses; in some instances, store managers receive earned commissions plus base salary. Our clearance centers are staffed with a manager and six to eight sales personnel who are paid on a straight commission arrangement. Sales personnel within the track area are also compensated on a straight commission arrangement. We believe that because our store compensation plans are tied to sales, they generally provide us an advantage in attracting and retaining highly motivated employees.

 

Training. New sales personnel must complete an intensive three-week classroom training program conducted at our corporate office. We then require them to spend an additional week riding in a delivery and service truck to gain an understanding of how we serve our customers after the sale is made. Installation and delivery staff and service personnel receive training through an on-the-job program in which individuals are assigned to an experienced installation and delivery or service employee as helpers prior to working alone.

 

We attempt to identify store manager candidates early in their careers with us and place them in a defined program of training. They first attend our in-house training program, which provides guidance and direction for the development of managerial and supervisory skills. They then attend an external management course that helps solidify their management knowledge and builds upon their internal training. After completion of these training programs, manager candidates work as assistant managers for six to 12 months and are then allowed to manage one of our smaller stores, where they are supervised closely by the store’s district manager. We give new managers an opportunity to operate larger stores as they become more proficient in their management skills. Each store manager attends mandatory training sessions on a monthly basis and also attends bi-weekly sales training meetings where participants receive and discuss new product information.

 

Marketing

 

We design our marketing and advertising programs to increase our brand name recognition, educate consumers about our products and services and generate customer traffic in order to increase sales. Our programs include periodic promotions such as three, six or twelve months of no interest financing. We conduct our advertising programs primarily through local newspapers, local radio and television stations and direct marketing through direct mail, telephone and our website.

 

Direct marketing has become an effective way for us to present our products and services to our existing customers and potential new customers. We use direct mail to target promotional mailings to creditworthy individuals, including new residents in our market areas from time to time. In addition, we use direct mail to market increased credit lines to existing customers, to encourage customers using third party credit to convert to our credit programs and for customer appreciation mailings. We also conduct a mail program to reestablish contact with customers who applied for credit recently at one of our stores but did not purchase a product. We also call customers who recently applied for credit at one of our retail locations but did not purchase a product; this often redirects these potential purchasers back into the original store location. This telephone program was responsible for an additional $31.4 million in revenue during fiscal 2004.

 

Our website, www.conns.com, offers a selection of products from our total product inventory and provides useful information to the consumer on pricing, features and benefits for each product. Our website also allows the customer to apply and be considered for credit, to see our special on-line promotional items and to make purchases on-line through the use of approved credit cards. The website currently averages approximately 3,900 visits per day from potential and existing customers. During fiscal 2004, our website was the initial source of approximately 67,000 credit applications that resulted in $31.9 million in sales completed in our stores. The website is linked to a call center, allowing us to better assist customers with their credit and product needs.

 

Distribution and Inventory Management

 

We typically cluster our stores around four regional distribution centers located in Houston, San Antonio and Beaumont, Texas and Lafayette, Louisiana and smaller warehouse facilities in Austin and Dallas, Texas.

 

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This enables us to deliver products to our customers quickly, reduces inventory requirements at the individual stores and facilitates regionalized inventory and accounting controls. As part of our continued growth in the Dallas/Fort Worth market, we expect to significantly increase the size of our warehouse facility.

 

In our retail stores, we maintain an inventory of fast-moving items and products that the customer is likely to carry out of the store. Our sophisticated Distribution Inventory Sales computer system and the recent introduction of scanning technology in our distribution centers allow us to determine on a real-time basis the exact location of any product we sell. If we do not have a product at the desired retail store at the time of sale, we can provide it through our distribution system on a next day basis.

 

We maintain a fleet of 18-wheeler transport trucks that allow us to move products from market to market and from distribution centers to stores. At each distribution center or warehouse facility, we also maintain a fleet of home delivery vehicles that allow us to deliver directly to the customer. Our customers pay a delivery charge based on their choice of same day or next day delivery, and we are able to deliver our products on the same day as, or the next day after, the sale to approximately 95% of our customers.

 

Finance Operations

 

General. We sell our products for cash or for payment through major credit cards, which we treat as cash sales. We also offer our customers several financing alternatives through our proprietary credit programs. Historically, we have financed approximately 56% of our retail sales through one of our two credit programs. We offer our customers a choice of installment payment plans and revolving credit plans through our primary credit portfolio. We also offer an installment program through our secondary credit portfolio to a limited number of customers who do not qualify for credit under our primary credit portfolio. The following table shows our product sales and gross service maintenance agreements sales, excluding returns and allowances and service revenues, by method of payment for the periods indicated.

 

    

Year Ended

July 31, 2001


   

Six Months Ended

January 31, 2002


    Years Ended January 31,

 
         2003

    2004

 
     Amount

   %

    Amount

   %

    Amount

   %

    Amount

   %

 
     (dollars in thousands)  

Cash and other credit cards

   $ 119,274    43.4 %   $ 75,572    43.9 %   $ 161,910    44.2 %   $ 189,860    45.5 %

Primary credit portfolio:

                                                    

Installment

     121,291    44.1       76,878    44.7       162,681    44.4       190,086    45.6  

Revolving

     16,408    6.0       8,932    5.2       18,268    5.0       17,259    4.1  

Secondary credit portfolio

     18,122    6.5       10,633    6.2       23,229    6.4       20,132    4.8  
    

  

 

  

 

  

 

  

Total

   $ 275,095    100.0 %   $ 172,015    100.0 %   $ 366,088    100.0 %   $ 417,337    100.0 %
    

  

 

  

 

  

 

  

 

As of January 31, 2004, we employed approximately 275 employees who focus on credit approval and collections. These employees are highly trained to follow our strict methodology in approving credit, collecting our accounts and charging off any uncollectible accounts.

 

Credit Approval. Our credit programs are operated by our centralized credit department staff, completely independent of sales personnel. As part of our centralized credit approval process, we have developed a proprietary standardized scoring model that provides preliminary credit decisions, including down payment amounts and credit terms, based on both customer and product risk. Although we rely on this program to approve automatically some credit applications from customers for whom we have previous credit experience, over 89.5% of our credit decisions are based on evaluation of the customer’s creditworthiness by a qualified credit grader. We developed this model with data analysis by Equifax® to correlate the product category of a customer purchase with the default probability.

 

A significant part of our ability to control delinquency and charge-off rates is tied to the relatively high level of down payments that we require and the purchase money security interest that we obtain in the product financed, which reduce our credit risk and increase our customers’ willingness to meet their future obligations. Consistent with industry practice, we require the customer to provide proof of credit property insurance coverage to offset potential losses relating to theft or damage of the product financed.

 

Installment accounts are paid over a specified period of time with set monthly payments. Revolving accounts provide customers with a specified amount which the customer may borrow, repay and re-borrow so long as the credit limit is not exceeded. Most of our installment accounts provide for payment over 12 to 36

 

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months, and for those accounts paid in full during fiscal 2004, the average account was outstanding for approximately 13 to 15 months. Our revolving accounts were outstanding approximately 14 to 16 months for those accounts paid in full during fiscal 2004. During fiscal 2004, approximately 10.5% of the applications approved under the primary program were handled automatically through our computer system based on previous credit history with us. We automatically send the application of any new credit customer or any customer seeking additional credit where there has been a past delinquency or performance problem to an experienced, in-house credit grader.

 

We created our secondary credit portfolio program to meet the needs of those customers who do not qualify for credit under our primary program. If we cannot approve a customer’s application for credit under our primary portfolio, we automatically send the application to the credit staff of our secondary portfolio for further consideration. We offer only the installment program to these customers, and we grant credit to these consumers under stricter terms, including higher down payments. An experienced, in-house credit grader administers the credit approval process. Most of the installment accounts approved under this program provide for repayment over 12 to 36 months, and for those accounts paid in full during fiscal 2004, the average account was outstanding for approximately 13 to 15 months.

 

The following two tables present, for comparison purposes, information regarding our two credit portfolios.

 

     Primary Portfolio

 
    

Year
Ended

July 31,
2001


    Six Months Ended
January 31, 2002


   

Years Ended

January 31,


 
         2003

    2004

 
    

(dollars in thousands, except average

outstanding customer balance)

 

Total outstanding balance (period end)

   $ 95,920     $ 220,228     $ 249,410     $ 293,913  

Average outstanding customer balance

   $ 1,019     $ 1,054     $ 1,063     $ 1,189  

Number of active accounts (period end)

     192,136       209,035       234,738       247,151  

Total applications processed (1)

     324,803       202,842       451,422       499,755  

Percent of retail sales financed

     50.1 %     49.9 %     49.4 %     49.7 %

Total applications approved

     64.7 %     63.0 %     57.3 %     59.3 %

Average down payment

     11.0 %     10.8 %     10.3 %     8.6 %

Average interest spread (2)

     12.8 %     13.0 %     13.0 %     12.2 %
     Secondary Portfolio

 
    

Year
Ended

July 31,
2001


   

Six Months Ended

January 31, 2002


   

Years Ended

January 31,


 
         2003

    2004

 
    

(dollars in thousands, except average

outstanding customer balance)

 

Total outstanding balance (period end)

   $ 34,473     $ 41,925     $ 54,417     $ 55,562  

Average outstanding customer balance

   $ 1,074     $ 1,089     $ 1,077     $ 1,057  

Number of active accounts (period end)

     32,417       38,482       50,509       52,566  

Total applications processed (1)

     113,996       77,679       194,407       192,228  

Percent of retail sales financed

     6.5 %     6.2 %     6.4 %     4.8 %

Total applications approved

     28.8 %     33.4 %     27.6 %     26.9 %

Average down payment

     24.5 %     25.0 %     27.0 %     27.7 %

Average interest spread (2)

     14.3 %     14.4 %     14.3 %     13.0 %

(1)   Unapproved credit applications in the primary portfolio are automatically referred to the secondary portfolio.
(2)   Difference between the average interest rate yield on the portfolio and the average cost of funds under the program plus the allocated interest related to funds required to finance the credit enhancement portion of the portfolio. Also reflects the loss of interest income resulting from interest free promotional programs.

 

Credit Quality. We enter into securitization transactions to sell our retail receivables to a qualifying special purpose entity or QSPE. After the sale, we continue to service these receivables under a contract with the QSPE. We closely monitor these credit portfolios to identify delinquent accounts early and dedicate resources to contacting customers concerning past due accounts. We believe that our local presence, ability to work with customers and flexible financing alternatives contribute to the historically low charge-off rates on these portfolios. In addition, our customers have the opportunity to make their monthly payments in our stores, and approximately 57% of our active credit accounts did so at some time during the last 24 months. We believe that these factors help us maintain a relationship with the customer that keeps losses low while encouraging repeat purchases.

 

Our follow-up collection activities involve a combination of centralized efforts that take place in our corporate office and outside collection efforts that involve a visit by one of our credit counselors to the customer’s home. We maintain a sophisticated predictive dialer system and letter campaign that helps us contact as many as 12,000 to 15,000 delinquent customers daily. We also maintain a very experienced skip-trace department that utilizes current technology to locate customers who have moved and left no forwarding address. Our outside

 

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collectors provide an on-site contact with the customer to assist in the collection process or, if needed, to actually repossess the product in the event of non-payment. Repossessions are made when it is clear that the customer is unwilling to establish a reasonable payment process. Our legal department represents us in bankruptcy proceedings and filing of delinquency judgment claims and helps handle any legal issues associated with the collection process.

 

Generally, we deem an account to be uncollectible and charge it off if the account is 120 days past due and has not had a payment in the last seven months. Over the last 30 months, we have recovered approximately 27% of charged-off amounts through our collection activities. The income that we realize from our interest in securitized receivables depends on a number of factors, including expected credit losses. Therefore, it is to our advantage to maintain a low delinquency rate and loss ratio on these credit portfolios.

 

Our accounting and credit staff consistently monitors trends in charge-offs by examining the various characteristics of the charge-offs, including store of origination, product type, customer credit information, down payment amounts and other identifying information. We track our charge-offs both gross, or before recoveries, and net, or after recoveries. We periodically adjust our credit granting, collection and charge-off policies based on this information.

 

The following two tables reflect the performance of our two credit portfolios, net of unearned interest.

 

     Primary Portfolio

 
    

Year Ended

July 31,
2001


   

Six Months
Ended

January 31,
2002


   

Years Ended


 
         January 31,
2003


    January 31,
2004


 
     (dollars in thousands)  

Total outstanding balance (period end)

   $ 195,920     $ 220,228     $ 249,410     $ 293,913  

Average total outstanding balance

   $ 183,439     $ 208,074     $ 234,819     $ 264,900  

Account balances over 60 days old (period end)

   $ 8,980     $ 10,800     $ 13,267     $ 13,500  

Percent of balances over 60 days old to total outstanding (period end)

     4.6 %     4.9 %     5.3 %     4.6 %

Allowance for doubtful accounts (period end)

   $ 7,019     $ 7,602     $ 8,722     $ 9,534  

Percent allowance for doubtful accounts to total outstanding (period end)

     3.6 %     3.5 %     3.5 %     3.2 %

Bad debt write-offs (net of recoveries)

   $ 4,886     $ 2,691     $ 6,135     $ 7,905  

Percent of write-offs (net) to average outstanding

     2.7 %     2.6 %     2.6 %     3.0 %
     Secondary Portfolio

 
     Year Ended
July 31,
2001


   

Six Months

Ended

January 31,
2002


    Years Ended

 
         January 31,
2003


    January 31,
2004


 
     (dollars in thousands)  

Total outstanding balance (period end)

   $ 34,473     $ 41,925     $ 54,417     $ 55,562  

Average total outstanding balance

   $ 29,337     $ 38,199     $ 48,171     $ 54,391  

Account balances over 60 days old (period end)

   $ 1,694     $ 2,583     $ 3,737     $ 4,652  

Percent of balances over 60 days old to total outstanding (period end)

     4.9 %     6.2 %     6.9 %     8.4 %

Allowance for doubtful accounts (period end)

   $ 1,082     $ 1,333     $ 1,853     $ 2,224  

Percent allowance for doubtful accounts to total outstanding (period end)

     3.1 %     3.1 %     3.4 %     4.0 %

Bad debt write-offs (net of recoveries)

   $ 778     $ 778     $ 1,425     $ 1,499  

Percent of write-offs (net) to average outstanding

     2.7 %     2.7 %     3.0 %     2.8 %

 

The following table presents information regarding the growth of our two credit portfolios, including unearned interest.

 

    

Year Ended

July 31,
2001


   

Six Months
Ended

January 31,
2002


    Years Ended

 
         January 31,
2003


   

January 31,

2004


 
     (dollars in thousands)  

Beginning balance

   $ 228,547     $ 271,846     $ 311,032     $ 362,076  

New receivables financed

     232,550       147,539       302,494       331,849  

Revolving finance charges

     5,210       2,509       4,818       4,354  

Returns on account

     (3,220 )     (2,222 )     (5,508 )     (6,860 )

Collections on account

     (185,576 )     (105,486 )     (243,200 )     (263,313 )

Accounts charged off

     (7,476 )     (4,347 )     (10,528 )     (12,820 )

Recoveries of charge-offs

     1,811       1,193       2,968       3,416  
    


 


 


 


Ending balance

     271,846       311,032       362,076       418,702  

Less unearned interest at end of period

     (41,455 )     (48,879 )     (58,249 )     (69,227 )
    


 


 


 


Total portfolio managed, net

   $ 230,391     $ 262,153     $ 303,827     $ 349,475  
    


 


 


 


 

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Product Support Services

 

Credit Insurance. Acting as agents for unaffiliated insurance companies, we sell credit life, credit disability, credit involuntary unemployment and credit property insurance at all of our stores. These products cover payment of the customer’s credit account in the event of the customer’s death, disability or involuntary unemployment or if the financed property is lost or damaged. We receive sales commissions from the unaffiliated insurance company at the time we sell the coverage, and we recognize retrospective commissions, which are additional commissions paid by the insurance carrier if insurance claims are lower than projected, as such commissions are actually earned.

 

We require proof of property insurance on all credit purchases, although we do not require that customers purchase this insurance from us. Approximately 74.7% of our credit customers purchase one or more of the credit insurance products we offer, and approximately 35.3% purchase all of the insurance products we offer. Commission revenues from the sale of credit insurance contracts represented approximately 3.9% and 3.4% of total net sales for fiscal 2003 and 2004, respectively.

 

Warranty Service. We provide warranty service for all of the products we sell and only for the products we sell. Customers purchase service maintenance agreements on products representing approximately 45.6% of our total retail sales for fiscal 2004. These agreements broaden and extend the period of covered manufacturer warranty service for up to five years from the date of purchase, depending on the product, and cover certain items during the manufacturer’s warranty period. These agreements are sold at the time the product is purchased. Customers may finance the cost of the agreements along with the purchase price of the associated product. We contact the customer prior to the expiration of the service maintenance period to allow them to renew the period of warranty coverage.

 

We have contracts with unaffiliated third party insurers that issue the service maintenance agreements to cover the costs of repairs performed by our service department under these agreements. The initial service contract is between the customer and the independent insurance company, but we are the insurance company’s first choice to provide service when it is needed. We receive a commission on the sale of the contract, and we bill the insurance company for the cost of the service work that we perform. Commissions on these third party contracts are recognized in revenues, net of the payment to the third party obligor. Renewal contracts are between the customer and our in-house service department. Under renewal contracts we record the cost of the service work performed as products are repaired.

 

Of the 15,000 to 20,000 repairs that we perform each month, approximately 45.6% are covered under these service maintenance agreements, approximately 44.9% are covered by manufacturer warranties and the remainder are “walk-in” repairs from our customers. Revenues from the sale of service contracts represented approximately 9.7% of total net retail sales during fiscal 2003 and approximately 8.8% during fiscal 2004.

 

Management Information Systems

 

We have a fully integrated management information system that tracks on a real-time basis point-of-sale information, inventory receipt and distribution, merchandise movement and financial information. The management information system also includes a local area network that connects all corporate users to e-mail, scheduling and various servers. The servers and our stores are linked by a wide-area network that provides communication for in-house credit authorization and real time polling of sales and merchandise movement at the store level. In our distribution centers, we use radio frequency terminals to assist in receiving, stock put-away, stock movement, order filling, cycle counting and inventory management. At our stores, we currently use desktop terminals to assist in receiving, transferring and maintaining perpetual inventories. We expect to expand the use of product scanning technology to help in inventory control at the retail store level within the next six to nine months.

 

Our integrated management information system also includes extensive functionality for management of the complete credit portfolio life cycle as well as functionality for the management of product service. The credit system continues from our in-house credit authorization through account set up and tracking, credit portfolio condition, collections, credit employee productivity metrics, skip-tracing, bankruptcy and fraud and legal account management. The service system provides for service order processing, warranty claims processing, parts inventory management, technician scheduling and dispatch, technician performance metrics and customer satisfaction measurement. All of these systems share a common customer and product sold database.

 

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Our point of sale system uses an IBM AS/400 hardware system that runs on the OS/400 operating system. This system enables us to use a variety of readily available applications in conjunction with software that supports the system. All of our current business application software, except our accounting and human resources systems, has been developed in-house by our management information system employees. We believe our management information systems efficiently support our current operations and provide a foundation for future growth.

 

In fiscal 2001, we installed a new Nortel telephone switch and state of the art Mosaix system predictive dialer, as well as a frame relay network and cable plant, to improve the efficiency of our collection and overall corporate communication efforts.

 

As part of our ongoing disaster recovery plan, we are currently implementing a secondary AS/400 system in two phases. In phase one, we installed a second back-up machine in our corporate office with the primary AS/400 to provide the ability to switch production processing from the primary system to the secondary system within fifteen to thirty minutes should the primary system become disabled or unreachable. The two machines are kept synchronized utilizing third party software. The first phase provides “high availability” of the production processing environment. The second phase will add “disaster recovery” support through the relocation of the secondary AS/400 to another site geographically removed from our corporate office. The remainder of the functionality, synchronization of data and switch of production processing from primary to secondary, will continue to function as in the first phase. This configuration will also allow for more frequent system and software maintenance without disrupting normal production.

 

Competition

 

According to Twice, total industry manufacturer sales of home appliances and consumer electronics products in the United States, including imports, to the top 100 dealers were estimated to be $15.8 billion and $101.4 billion, respectively, in 2002. The retail home appliance market is large and concentrated among a few major suppliers. Sears has been the leader in the retail home appliance market, with a market share among the top 100 retailers of approximately 36% in 2002, down from 39% in 2001. The consumer electronics market is highly fragmented. We estimate that the two largest consumer electronics superstore chains accounted for less than one-third of the total electronics sales attributable to the 100 largest retailers in 2002. However, new entrants in both industries have been successful in gaining market share by offering similar product selections at lower prices.

 

As reported by Twice, based upon revenue in 2002, we were the 13th largest retailer of home appliances. Our competitors include national mass merchants such as Sears and Wal-Mart, specialized national retailers such as Circuit City and Best Buy, home improvement stores such as Lowe’s and Home Depot, and locally-owned regional or independent retail specialty stores. The availability and convenience of the Internet and other direct-to-consumer alternatives are increasing as a competitive factor in our industry, especially for distribution of computer and entertainment software.

 

We compete primarily based on enhanced customer service through our product knowledge, same day or next day delivery capabilities, proprietary in-house credit program, guaranteed low prices and product repair service.

 

Regulation

 

The extension of credit to consumers is a highly regulated area of our business. Numerous federal and state laws impose disclosure and other requirements on the origination, servicing and enforcement of credit accounts. These laws include, but are not limited to, the Federal Truth in Lending Act, Equal Credit Opportunity Act and Federal Trade Commission Act. State laws impose limitations on the maximum amount of finance charges that we can charge and also impose other restrictions on consumer creditors, such as us, including restrictions on collection and enforcement. We routinely review our contracts and procedures to ensure compliance with applicable consumer credit laws. Failure on our part to comply with applicable laws could expose us to substantial penalties and claims for damages and, in certain circumstances, may require us to refund finance charges already paid and to forego finance charges not yet paid under non-complying contracts. We believe that we are in substantial compliance with all applicable federal and state consumer credit and collection laws.

 

Our sale of credit life, credit disability, credit involuntary unemployment and credit property insurance products is also highly regulated. State laws currently impose disclosure obligations with respect to our sales of

 

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credit and other insurance products similar to those required by the Federal Truth in Lending Act, impose restrictions on the amount of premiums that we may charge and require licensing of certain of our employees and operating entities. We believe we are in substantial compliance with all applicable laws and regulations relating to our credit insurance business.

 

Employees

 

As of January 31, 2004, we had approximately 1,970 full-time employees and 80 part-time employees, of which approximately 1,000 were store employees. We provide a comprehensive benefits package including health, life, long term disability, and dental insurance coverage as well as a 401(k) plan, paid vacation, sick pay and holiday pay. None of our employees are covered by collective bargaining agreements. We have never had a work stoppage, and we believe our employee relations are good.

 

Tradenames and Trademarks

 

We have registered the trademarks “Conn’s” and our logos.

 

Available Information

 

We are subject to reporting requirements of the Exchange Act and its rules and regulations. The Exchange Act requires us to file reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Copies of these reports, proxy statements and other information can be inspected and copied at the SEC Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You nay also obtain these materials electronically by accessing the SEC’s home page on the internet at www.sec.gov.

 

In addition, we make available, free of charge on our internet website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file this material with, or furnish it to, the SEC. You may review these documents, under the heading “Investor Relations,” by accessing our website at www.conns.com. Also, reports and other information concerning us are available for inspection and copying at NASDAQ Capital Markets.

 

Risk Factors

 

An investment in our common stock involves risks and uncertainties. You should consider carefully the following information about these risks and uncertainties before buying shares of our common stock. The occurrence of any of the risks described below could adversely affect our business, financial condition or results of operations. In that case, the trading price of our stock could decline, and you could lose all or part of the value of your investment.

 

Our success depends substantially on our ability to open and operate profitably new stores in existing, adjacent and new geographic markets.

 

We plan to continue our expansion by opening an additional four to six new stores in fiscal 2005. These new stores include at least four new stores in the Dallas/Fort Worth metroplex, where we have not previously operated prior to September 2003. We have not yet selected sites for all of the stores that we plan to open within the next 18 months. We may not be able to open all of these stores, and any new stores that we open may not be profitable. Any of these circumstances could have a material adverse effect on our financial results.

 

There are a number of factors that could affect our ability to open and operate new stores consistent with our business plan, including:

 

    competition in existing, adjacent and new markets;

 

    competitive conditions, consumer tastes and discretionary spending patterns in adjacent and new markets that are different from those in our existing markets;

 

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    a lack of consumer demand for our products at levels that can support new store growth;

 

    limitations created by covenants and conditions under our credit facilities and our asset-backed securitization program;

 

    the availability of additional financial resources;

 

    the substantial outlay of financial resources required to open new stores and the possibility that we may recognize little or no related benefit;

 

    an inability or unwillingness of vendors to supply product on a timely basis at competitive prices;

 

    the failure to open enough stores in new markets to achieve a sufficient market presence;

 

    the inability to identify suitable sites and to negotiate acceptable leases for these sites;

 

    unfamiliarity with local real estate markets and demographics in adjacent and new markets;

 

    problems in adapting our distribution and other operational and management systems to an expanded network of stores;

 

    difficulties associated with the hiring, training and retention of additional skilled personnel, including store managers; and

 

    higher costs for print, radio and television advertising.

 

These factors may also affect the ability of any newly opened stores to achieve sales and profitability levels comparable with our existing stores or to become profitable at all.

 

If we are unable to manage our growing business, our revenues may not increase as anticipated, our cost of operations may rise and our profitability may decline.

 

We face many business risks associated with growing companies, including the risk that our management, financial controls and information systems will be inadequate to support our planned expansion. Our growth plans will require management to expend significant time and effort and additional resources to ensure the continuing adequacy of our financial controls, operating procedures, information systems, product purchasing, warehousing and distribution systems and employee training programs. We cannot predict whether we will be able to manage effectively these increased demands or respond on a timely basis to the changing demands that our planned expansion will impose on our management, financial controls and information systems. If we fail to manage successfully the challenges our growth poses, do not continue to improve these systems and controls or encounter unexpected difficulties during our expansion, our business, financial condition, operating results or cash flows could be materially adversely affected.

 

The inability to obtain funding for our credit operations through securitization facilities or other sources may adversely affect our business and expansion plans.

 

We finance most of our customer receivables through asset-backed securitization facilities. The trust arrangement governing these facilities currently provides for two separate series of asset-backed notes that allow us to finance up to $450 million in customer receivables. Under each note series, we transfer customer receivables to a qualifying special purpose entity in exchange for cash, subordinated securities and the right to receive cash flows equal to the interest rate spread between the transferred receivables and the notes issued to third parties (“interest only strip”). This qualifying special purpose entity, in turn, issues notes that are collateralized by these receivables and entitle the holders of the notes to participate in certain cash flows from these receivables. The Series A program is a $250 million variable funding note held by Three Pillars Funding Corporation, of which $71.0 million was drawn as of January 31, 2004 and an additional $10 million of capacity was absorbed by a mandatory letter of credit that provides the trustee assurance that monthly funds collected by

 

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us, as servicer, will be remitted under the basic indenture and other related documents. The Series B program consists of $200 million in private bond placements that was fully drawn as of January 31, 2004.

 

Our ability to raise additional capital through further securitization transactions, and to do so on economically favorable terms, depends in large part on factors that are beyond our control.

 

These factors include:

 

    conditions in the securities and finance markets generally;

 

    conditions in the markets for securitized instruments;

 

    the credit quality and performance of our financial instruments;

 

    our ability to obtain financial support for required credit enhancement;

 

    our ability to service adequately our financial instruments;

 

    the absence of any material downgrading or withdrawal of ratings given to our securities previously issued in securitizations; and

 

    prevailing interest rates.

 

Our ability to finance customer receivables under our current asset-backed securitization facilities depends on our compliance with covenants relating to our business and our customer receivables. If these programs reach their capacity or otherwise become unavailable, and we are unable to arrange substitute securitization facilities or other sources of financing, we may have to limit the amount of credit that we make available through our customer finance programs. This may adversely affect revenues and results of operations. Further, our inability to obtain funding through securitization facilities or other sources may adversely affect the profitability of outstanding accounts under our credit programs if existing customers fail to repay outstanding credit due to our refusal to grant additional credit. Since our cost of funds under our bank credit facility is expected to be greater in future years than our cost of funds under our current securitization facility, increased reliance on our bank credit facility may adversely affect our net income.

 

An increase in short-term interest rates may adversely affect our profitability.

 

The interest rates on our bank credit facility and the Series A program under our asset-backed securitization facility fluctuate up or down based upon the LIBOR rate, the prime rate of our administrative agent or the federal funds rate in the case of the bank credit facility and the commercial paper rate in the case of the Series A program. To the extent that such rates increase, the fair value of the interest only strip will decline and our interest expense could increase which may result in a decrease in our profitability.

 

We have significant future capital needs which we may be unable to fund, and we may need additional funding sooner than currently anticipated.

 

We will need substantial capital to finance our expansion plans, including funds for capital expenditures, pre-opening costs and initial operating losses related to new store openings. We may not be able to obtain additional financing on acceptable terms. If adequate funds are not available, we will have to curtail projected growth, which could materially adversely affect our business, financial condition, operating results or cash flows.

 

We estimate that capital expenditures during fiscal 2005 will be approximately $12 million to $15 million and that capital expenditures during future years will likely exceed this amount. We expect that cash provided by operating activities, available borrowings under our credit facility, and access to the unfunded portion of our asset-backed securitization program will be sufficient to fund our operations, store expansion and updating activities and capital expenditure programs through at least January 31, 2006. However, this may not be the case. We may be required to seek additional capital earlier than anticipated if future cash flows from operations

 

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fail to meet our expectations and costs or capital expenditures related to new store openings exceed anticipated amounts.

 

A decrease in our credit sales could lead to a decrease in our product sales and profitability.

 

Historically, we have financed approximately 56% of our retail sales through our internal credit programs. Our ability to provide credit as a financing alternative for our customers depends on many factors, including the quality of our accounts receivable portfolio. Payments on some of our credit accounts become delinquent from time to time, and some accounts end up in default, due to several factors, including general and local economic conditions. As we expand into new markets, we will obtain new credit accounts that may present a higher risk than our existing credit accounts since new credit customers do not have an established credit history with us. A general decline in the quality of our accounts receivable portfolio could lead to a reduction of available credit provided through our finance operations. As a result, we might sell fewer products, which could adversely affect our earnings. Further, because approximately 57% of our credit customers make their credit account payments in our stores, any decrease in credit sales could reduce traffic in our stores and lower our revenues. A decline in the credit quality of our credit accounts could also cause an increase in our credit losses, which could require us to increase the provision for bad debts on our statement of operations and result in an adverse effect on our earnings.

 

A downturn in the economy may affect consumer purchases of discretionary items, which could reduce our net sales.

 

A large portion of our sales represent discretionary spending by our customers. Many factors affect discretionary spending, including world events, war, conditions in financial markets, general business conditions, interest rates, inflation, consumer debt levels, the availability of consumer credit, taxation, unemployment trends and other matters that influence consumer confidence and spending. Our customers’ purchases of discretionary items, including our products, could decline during periods when disposable income is lower or periods of actual or perceived unfavorable economic conditions. If this occurs, our net sales and profitability could decline.

 

We face significant competition from national, regional and local retailers of major home appliances and consumer electronics.

 

The retail market for major home appliances and consumer electronics is highly fragmented and intensely competitive. We currently compete against a diverse group of retailers, including national mass merchants such as Sears, Wal-Mart, Target, Sam’s Club and Costco, specialized national retailers such as Circuit City and Best Buy, home improvement stores such as Lowe’s and Home Depot, and locally-owned regional or independent retail specialty stores that sell major home appliances and consumer electronics similar, and often identical, to those we sell. We also compete with retailers that market products through store catalogs and the Internet. In addition, there are few barriers to entry into our current and contemplated markets, and new competitors may enter our current or future markets at any time.

 

We may not be able to compete successfully against existing and future competitors. Some of our competitors have financial resources that are substantially greater than ours and may be able to purchase inventory at lower costs and better sustain economic downturns. Our competitors may respond more quickly to new or emerging technologies and may have greater resources to devote to promotion and sale of products and services. If two or more competitors consolidate their businesses or enter into strategic partnerships, they may be able to compete more effectively against us.

 

Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us, including:

 

    expansion by our existing competitors or entry by new competitors into markets where we currently operate;

 

    lower pricing;

 

    aggressive advertising and marketing;

 

    extension of credit to customers on terms more favorable than we offer;

 

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    larger store size, which may result in greater operational efficiencies, or innovative store formats; and

 

    adoption of improved retail sales methods.

 

Competition from any of these sources could cause us to lose market share, revenues and customers, increase expenditures or reduce prices, any of which could have a material adverse effect on our results of operations.

 

If new products are not introduced or consumers do not accept new products, our sales may decline.

 

Our ability to maintain and increase revenues depends to a large extent on the periodic introduction and availability of new products and technologies. We believe that the introduction and continued growth in consumer acceptance of new products, such as DVD players, digital television and digital radio, will have a significant impact on our ability to increase revenues. These products are subject to significant technological changes and pricing limitations and are subject to the actions and cooperation of third parties, such as movie distributors and television and radio broadcasters, all of which could affect the success of these and other new consumer electronics technologies. It is possible that new products will never achieve widespread consumer acceptance.

 

If we fail to anticipate changes in consumer preferences, our sales may decline.

 

Our products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to change. Our success depends upon our ability to anticipate and respond in a timely manner to trends in consumer preferences relating to major household appliances and consumer electronics. If we fail to identify and respond to these changes, our sales of these products may decline. In addition, we often make commitments to purchase products from our vendors up to six months in advance of proposed delivery dates. Significant deviation from the projected demand for products that we sell may have a material adverse effect on our results of operations and financial condition, either from lost sales or lower margins due to the need to reduce prices to sell excess inventory.

 

A disruption in our relationships with, or in the operations of, any of our key suppliers could cause our sales to decline.

 

The success of our business and growth strategies depends to a significant degree on our relationships with our suppliers, particularly our brand name suppliers such as General Electric, Whirlpool, Frigidaire, Maytag, Mitsubishi, Sony, Hitachi, Panasonic, Thomson Consumer Electronics, Toshiba, Hewlett Packard and Compaq. We do not have long term supply agreements or exclusive arrangements with the majority of our vendors. We typically order our inventory through the issuance of individual purchase orders to vendors. We also rely on our suppliers for cooperative advertising support. We may be subject to rationing by suppliers with respect to a number of limited distribution items. In addition, we rely heavily on a relatively small number of suppliers. Our top six suppliers represented 61.1% of our purchases for fiscal 2004, and the top two suppliers represented approximately 28.0% of our total purchases. The loss of any one or more of these key vendors or our failure to establish and maintain relationships with these and other vendors could have a material adverse effect on our results of operations and financial condition.

 

Our ability to enter new markets successfully depends, to a significant extent, on the willingness and ability of our vendors to supply merchandise to additional warehouses or stores. If vendors are unwilling or unable to supply some or all of their products to us at acceptable prices in one or more markets, our results of operations and financial condition could be materially adversely affected.

 

Furthermore, we rely on credit from vendors to purchase our products. As of January 31, 2004, we had $26.4 million in accounts payable and $53.7 million in merchandise inventories. A substantial change in credit terms from vendors or vendors’ willingness to extend credit to us would reduce our ability to obtain the merchandise that we sell, which could have a material adverse effect on our sales and results of operations.

 

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You should not rely on our comparable store sales as an indication of our future results of operations because they fluctuate significantly.

 

Our historical same store sales growth figures have fluctuated significantly from quarter to quarter. For example, same store sales growth for each of the quarters of fiscal 2004 were 1.1%, (2.5)%, 4.1%, and 11.7%, respectively. Even though we achieved double-digit same store sales growth in the past, we may not be able to increase same store sales in the future. This is reflected in the declining rate of increases or, in some cases, actual decreases, in same store sales that have occurred over the last several quarters. A number of factors have historically affected, and will continue to affect, our comparable store sales results, including:

 

    changes in competition;

 

    general economic conditions;

 

    new product introductions;

 

    consumer trends;

 

    changes in our merchandise mix;

 

    changes in the relative sales price points of our major product categories;

 

    the impact of our new stores on our existing stores, including potential decreases in existing stores’ sales as a result of opening new stores;

 

    weather conditions in our markets;

 

    timing of promotional events; and

 

    our ability to execute our business strategy effectively.

 

Changes in our quarterly and annual comparable store sales results could cause the price of our common stock to fluctuate significantly.

 

Because we experience seasonal fluctuations in our sales, our quarterly results will fluctuate, which could adversely affect our common stock price.

 

We experience seasonal fluctuations in our net sales and operating results. In fiscal 2004, we generated 28.8% and 23.5% of our net sales and 33.6% and 23.0% of our net income in the fiscal quarters ended January 31 (which included the holiday selling season) and July 31 (which included the effects of our summer air conditioning sales), respectively. We also incur significant additional expenses during these fiscal quarters due to higher purchase volumes and increased staffing. If we miscalculate the demand for our products generally or for our product mix during the fiscal quarters ending January 31 and July 31, our net sales could decline, resulting in excess inventory, which could harm our financial performance. A shortfall in expected net sales, combined with our significant additional expenses during these fiscal quarters, could cause a significant decline in our operating results. This could adversely affect our common stock price.

 

Our business could be adversely affected by changes in consumer protection laws and regulations.

 

Federal and state consumer protection laws and regulations, such as the Fair Credit Reporting Act, limit the manner in which we may offer and extend credit. Since we finance a substantial portion of our sales, any adverse change in the regulation of consumer credit could adversely affect our total revenues and gross margins. For example, new laws or regulations could limit the amount of interest or fees that may be charged on consumer loan accounts or restrict our ability to collect on account balances, which would have a material adverse effect on our earnings. Compliance with existing and future laws or regulations could require us to make material expenditures, in particular personnel training costs, or otherwise adversely affect our business or financial results. Failure to comply with these laws or regulations, even if inadvertent, could result in negative

 

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publicity, fines or additional licensing expenses, any of which could have an adverse effect on our results of operations and stock price.

 

Pending litigation relating to the sale of credit insurance and the sale of service maintenance agreements in the retail industry, including one lawsuit in which we are the defendant, could adversely affect our business.

 

States’ attorneys general and private plaintiffs have filed lawsuits against other retailers relating to improper practices conducted in connection with the sale of credit insurance in several jurisdictions around the country. We offer credit insurance in all of our stores and require the purchase of property credit insurance products from us or from third party providers in connection with sales of merchandise on credit; therefore, similar litigation could be brought against us. Additionally, we have been named as a defendant in a purported class action lawsuit alleging breach of contract and violations of state and federal consumer protection laws arising from the terms of our service maintenance agreements. While we believe we are in full compliance with applicable laws and regulations, if we are found liable in the class action lawsuit or any future lawsuit regarding credit insurance or service maintenance agreements, we could be required to pay substantial damages or incur substantial costs as part of an out-of-court settlement, either of which could have a material adverse effect on our results of operations and stock price. An adverse judgment or any negative publicity associated with our service maintenance agreements or any potential credit insurance litigation could also affect our reputation, which could have a negative impact on sales.

 

If we lose key management or are unable to attract and retain the highly qualified sales personnel required for our business, our operating results could suffer.

 

Our future success depends to a significant degree on the skills, experience and continued service of Thomas J. Frank, Sr., our Chairman of the Board and Chief Executive Officer, William C. Nylin, Jr., our President and Chief Operating Officer, C. William Frank, our Executive Vice President and Chief Financial Officer, David R. Atnip, our Senior Vice President and Secretary/Treasurer, and other key personnel. We have entered into employment agreements with each of these named individuals, all of which include confidentiality and other customary provisions. If we lose the services of any of these individuals, or if one or more of them or other key personnel decide to join a competitor or otherwise compete directly or indirectly with us, our business and operations could be harmed, and we could have difficulty in implementing our strategy. In addition, as our business grows, we will need to locate, hire and retain additional qualified sales personnel in a timely manner and develop, train and manage an increasing number of management level sales associates and other employees. Competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees, and increases in the federal minimum wage or other employee benefits costs could increase our operating expenses. If we are unable to attract and retain personnel as needed in the future, our net sales growth and operating results could suffer.

 

Because our stores are located in Texas and Louisiana, we are subject to regional risks.

 

Our 47 stores are located exclusively in Texas and Louisiana. This subjects us to regional risks, such as the economy, weather conditions, hurricanes and other natural disasters. If the region suffered an economic downturn or other adverse regional event, there could be an adverse impact on our net sales and profitability and our ability to implement our planned expansion program. Several of our competitors operate stores across the United States and thus are not as vulnerable to the risks of operating in one region.

 

Our information technology infrastructure is vulnerable to damage that could harm our business.

 

Our ability to operate our business from day to day, in particular our ability to manage our credit operations and inventory levels, largely depends on the efficient operation of our computer hardware and software systems. We use management information systems to track inventory information at the store level, communicate customer information, aggregate daily sales information and manage our credit portfolio. These systems and our operations are vulnerable to damage or interruption from:

 

    power loss, computer systems failures and Internet, telecommunications or data network failures;

 

    operator negligence or improper operation by, or supervision of, employees;

 

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    physical and electronic loss of data or security breaches, misappropriation and similar events;

 

    computer viruses;

 

    intentional acts of vandalism and similar events; and

 

    hurricanes, fires, floods and other natural disasters.

 

The software that we have developed to use in granting credit may contain undetected errors that could cause our network to fail or our expenses to increase. Any failure due to any of these causes, if it is not supported by our disaster recovery plan, could cause an interruption in our operations and result in reduced net sales and profitability.

 

If we are unable to maintain our current insurance coverage for our service maintenance agreements, our customers could incur additional costs and our repair expenses could increase, which could adversely affect our financial condition and results of operations.

 

There are a limited number of insurance carriers that provide coverage for our service maintenance agreements. If insurance becomes unavailable from our current carriers for any reason, we may be unable to provide replacement coverage on the same terms, if at all. Even if we are able to obtain replacement coverage, higher premiums could have an adverse impact on our profitability if we are unable to pass along the increased cost of such coverage to our customers. Inability to obtain insurance coverage for our service maintenance agreements could cause fluctuations in our repair expenses and greater volatility of earnings.

 

Changes in trade regulations, currency fluctuations and other factors beyond our control could affect our business.

 

A significant portion of our inventory is manufactured overseas and in Mexico. Changes in trade regulations, currency fluctuations or other factors beyond our control may increase the cost of items we purchase or create shortages of these items, which in turn could have a material adverse effect on our results of operations and financial condition. Conversely, significant reductions in the cost of these items in U.S. dollars may cause a significant reduction in the retail prices of those products, resulting in a material adverse effect on our sales, margins or competitive position. In addition, commissions earned on both our credit insurance and service maintenance agreement products could be adversely affected by changes in statutory premium rates, commission rates, adverse claims experience and other factors.

 

We may be unable to protect our intellectual property rights, which could impair our name and reputation.

 

We believe that our success and ability to compete depends in part on consumer identification of the name “Conn’s.” We have registered the trademarks “Conn’s” and our logo. We intend to protect vigorously our trademark against infringement or misappropriation by others. A third party, however, could misappropriate our intellectual property in the future. The enforcement of our proprietary rights through litigation could result in substantial costs to us that could have a material adverse effect on our financial condition or results of operations.

 

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ITEM 2. PROPERTIES.

 

The following summarizes the geographic location of our stores, warehouse and distribution centers and corporate facilities by major market area:

 

Geographic Location


   Stores
in
Market


   Leased
Stores


   Total
Square
Feet


   Warehouse
Square
Feet


   Leases
With
Options
Expiring
Beyond
10 Years


Golden Triangle District

   5    5    153,568    32,169    5

Louisiana District

   5    5    129,890    27,200    5

Houston District

   18    15    394,240    90,070    12

San Antonio/Austin District

   13    12    350,830    20,175    12

Corpus Christi

   1    1    51,670    14,300    1

Dallas District

   5    5    149,520    23,175    5
    
  
  
  
  

Store Totals

   47    43    1,229,718    207,089    40

Warehouse/Distribution Centers

   6    3    565,113    565,113    1

Service Centers

   5    3    191,932    133,636    1

Corporate Offices

   1    1    106,783    25,000    1
    
  
  
  
  

Total

   59    50    2,093,546    930,838    43
    
  
  
  
  

 

ITEM 3. LEGAL PROCEEDINGS.

 

In December 2002, Martin E. Smith, as named plaintiff, filed a lawsuit against us in the state district court in Jefferson County, Texas, that attempts to create a class action for breach of contract and violations of state and federal consumer protection laws arising from the terms of our service maintenance agreements. The lawsuit alleges an inappropriate overlap in the warranty periods provided by the manufacturers of our products and the periods covered by the service maintenance agreements that we sell. The lawsuit seeks unspecified actual damages as well as an injunction against our current practices and extension of affected service contracts. We believe that the warranty periods provided by our service maintenance agreements are consistent with industry practice. We believe that it is premature to predict whether class action status will be granted or, if it is granted, the outcome of this litigation.

 

We are involved in routine litigation incidental to our business from time to time. We do not expect the outcome of any of this routine litigation to have a material effect on our financial condition or results of operation.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There were no matters submitted to a vote of security holders during the fourth quarter of fiscal 2004.

 

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PART II

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 

What is the principal market for our common stock?

 

The principal market for our common stock is the NASDAQ National Market System. Our common stock is listed on the NASDAQ National Market System under the symbol “CONN.” Information regarding the high and low sales prices for our common stock for each quarterly period since our initial public offering as reported on NASDAQ is summarized as follows:

 

     High

   Low

Period November 24, 2003 through January 31, 2004

   $ 16.62    $ 14.00

 

How many common stockholders do we have?

 

As of April 15, 2004, we had approximately 106 common stockholders of record.

 

Did we declare any cash dividends in fiscal 2004 or fiscal 2003?

 

No.

 

How many shares of common stock are authorized for issuance under our equity compensation plans?

 

The following table provides information regarding the number of shares of our common stock that may be issued on exercise of outstanding stock options and warrants under our existing equity compensation plans as of January 31, 2004. These plans are as follows:

 

    the Amended and Restated 2003 Incentive Stock Option Plan;

 

    the Non-Employee Director Stock Option Plan; and

 

    the Employee Stock Purchase Program.

 

Plan Category


  

(A)

Number of Securities to

be Issued upon Exercise

of Outstanding Options,
Warrants and Rights


   

(B)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and

Rights


  

(C)

Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans

(Excluding Securities Reflected

in Column (A))


 
       

Equity

Compensation Plans

Approved by

Stockholders

   1,771,440 (1)   $ 10.26    1,040,877 (1)

Equity

Compensation Plans

Not Approved by

Stockholders

   —         —      —    

Total

   1,771,440     $ 10.26    1,040,877  

(1)   Includes 240,000 outstanding options and 60,000 options available for future issue applicable to the Non-Employee Director Stock Option Plan.

 

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Has the Company had any sales of unregistered securities during fiscal 2003?

 

In connection with the IPO, the shareholders of Conn Appliances, Inc., a Texas corporation and our parent company prior to our Delaware reorganization (“Conn Texas”), voted to approve the merger of Conn Texas with a wholly owned subsidiary of the Company at a special meeting of shareholders held on February 7, 2003. The merger became effective upon the consummation of the IPO. Holders of Conn Texas common stock, $0.01 par value per share, received one share of the Company’s common stock for each share of Conn Texas common stock held. Holders of Conn Texas preferred stock, $0.01 par value per share, received one share of the Company’s preferred stock, $0.01 per share, for each share of Conn Texas preferred stock held. The preferred stock issued in the merger was redeemed on a mandatory basis for cash or shares of the Company’s common stock at the option of the stockholder. The conversion ratio into common stock was calculated by dividing the liquidation value (including accrued and unpaid dividends) of the Conn Texas preferred stock by the offering price per share of the Company’s common stock sold in the IPO. The offering and sale of securities effected by the merger were exempt under Section 4(2) of the Securities Act and Rule 506 thereunder. The offering was limited to the shareholders of Conn Texas, who consisted of persons that qualify as accredited investors and fewer than 35 other persons. Non-accredited offerees were represented by a “purchaser representative” as defined in Rule 501(h) under the Securities Act. The Company compiled with all of the applicable requirements of Rules 501 and 502.

 

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ITEM 6. SELECTED FINANCIAL DATA.

 

     Years Ended July 31,

    Six Months
Ended
January 31,


    Twelve
Months
Ended
January 31,


    Years Ended January 31,

 
     1999

    2000

    2001

    2002

    2002

    2003

    2004

 
     (unaudited)  
     (dollars in thousands, except per share amounts)  

Statement of Operations (1):

        

Total revenues

   $ 234,492     $ 276,933     $ 327,257     $ 206,896     $ 378,525     $ 445,973     $ 499,310  

Operating expense:

                                                        

Cost of goods sold, including ware- housing and occupancy cost

     144,842       169,411       201,963       127,543       233,226       276,160       317,712  

Selling, general and administrative expense

     69,141       78,304       92,194       58,630       106,949       125,712       135,174  

Provision for bad debts

     —         793       1,734       1,286       2,406       4,125       4,657  
    


 


 


 


 


 


 


Total operating expense

     213,983       248,508       295,891       187,459       342,581       405,997       457,543  
    


 


 


 


 


 


 


Operating income

     20,509       28,425       31,366       19,437       35,944       39,976       41,767  

Interest expense, net

     6,024       4,836       3,754       2,940       4,855       7,237       4,577  
    


 


 


 


 


 


 


Earnings before income taxes

     14,485       23,589       27,612       16,497       31,089       32,739       37,190  

Provision for income taxes

     5,724       8,991       9,879       5,944       11,130       11,342       12,850  
    


 


 


 


 


 


 


Net income from continuing operations

     8,761       14,598       17,733       10,553       19,959       21,397       23,993  

Discontinued operations, net of tax

     224       30       (546 )     —         (389 )     —         —    
    


 


 


 


 


 


 


Net income

     8,985       14,628       17,187       10,553       19,570       21,397       24,340  

Less preferred stock dividends (2)

     (1,857 )     (2,046 )     (2,173 )     (1,025 )     (1,939 )     (2,133 )     (1,954 )
    


 


 


 


 


 


 


Net income available for common stockholders

   $ 7,128     $ 12,582     $ 15,014     $ 9,528     $ 17,631     $ 18,468     $ 22,386  
    


 


 


 


 


 


 


Earnings per common share:

                                                        

Basic

   $ 0.41     $ 0.73     $ 0.87     $ 0.56     $ 1.03     $ 1.10     $ 1.26  

Diluted

   $ 0.41     $ 0.72     $ 0.87     $ 0.55     $ 1.01     $ 1.10     $ 1.22  

Average common shares outstanding:

                                                        

Basic

     17,489       17,350       17,169       17,025       17,060       16,724       17,726  

Diluted

     17,489       17,384       17,194       17,327       17,383       16,724       18,335  

Other Financial Data:

                                                        

Stores open at end of period

     26       28       32       36       36       42       45  

Same store sales growth (3)

     13.60 %     8.9 %     10.3 %     16.7 %     15.6 %     1.3 %     2.6 %

Inventory turns (4)

     5.5       5.6       5.9       7.5       6.8       6.6       6.5  

Gross margin percentage (5)

     38.2 %     38.8 %     38.3 %     38.4 %     38.4 %     37.9 %     36.4 %

Operating margin (6)

     8.7 %     10.3 %     9.6 %     9.4 %     9.5 %     8.8 %     8.4 %

Return on average equity (7)

     40.2 %     42.8 %     36.7 %     35.9 %     34.9 %     28.3 %     19.5 %

Capital expenditures

   $ 6,781     $ 6,920     $ 14,833     $ 10,551     $ 15,547     $ 15,070     $ 9,401  

Balance Sheet Data:

                                                        

Working capital

   $ 46,100     $ 33,888     $ 40,752     $ 45,546     $ 45,546     $ 69,984     $ 117,066  

Total assets

     123,152       116,075       134,425       145,644       145,644       181,798       234,760  

Total debt

     62,651       30,735       31,445       38,750       38,750       51,992       14,512  

Preferred stock

     18,632       18,520       15,400       15,226       15,226       15,226       —    

Total stockholders’ equity

     26,458       41,785       54,879       62,860       62,860       82,669       166,590  

(1)   Information excludes the operations of the rent-to-own division that was sold in February, 2001.
(2)   Dividends were not actually declared or paid until 2004, but are presented for purposes of earnings per share calculations.
(3)   Same store sales growth is calculated by comparing the reported sales by store for all stores that were open throughout a period to reported sales by store for all stores that were open throughout the prior period. Sales from closed stores have been removed from each period. Sales from relocated stores have been included in each period because each such store was relocated within the same general geographic market. Sales from expanded stores have been included in each period.
(4)   Inventory turns are defined as the cost of goods sold, excluding warehousing and occupancy cost, divided by the average of the beginning and ending product inventory; information for the six months ended January 31, 2002 has been annualized for comparison purposes.
(5)   Gross margin percentage is defined as total revenues less cost of goods and parts sold, including warehousing and occupancy cost, divided by total revenues.
(6)   Operating margin is defined as operating income divided by total revenues.
(7)   Return on average equity is calculated as current period net income from continuing operations divided by the average of the beginning and ending equity; information for the six months ended January 31, 2002 has been annualized for comparison purposes.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

This report contains forward-looking statements. We sometimes use words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “project” and similar expressions, as they relate to us, our management and our industry, to identify forward-looking statements. Forward-looking statements relate to our expectations, beliefs, plans, strategies, prospects, future performance, anticipated trends and other future events. We have based our forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. Actual results may differ materially. Some of the risks, uncertainties and assumptions about us that may cause actual results to differ from these forward-looking statements include, but are not limited to:

 

    our growth strategy and plans regarding opening new stores and entering adjacent and new markets, including our plans to continue expanding into the Dallas/Fort Worth metroplex;

 

    our intention to update or expand existing stores;

 

    estimated capital expenditures and costs related to the opening of new stores or the update or expansion of existing stores;

 

    our cash flows from operations, borrowings from our revolving line of credit and proceeds from securitizations to fund our operations, debt repayment and expansion;

 

    technological and market developments, growth trends and projected sales in the home appliance and consumer electronics industry, including with respect to digital products like DVD players, HDTV, digital radio, home networking devices and other new products, and our ability to capitalize on such growth;

 

    our relationships with key suppliers;

 

    the adequacy of our distribution and information systems and management experience to support our expansion plans;

 

    our expectations regarding competition and our competitive advantages;

 

    the outcome of litigation affecting our business; and

 

    non-payment of dividends.

 

Additional important factors that could cause our actual results to differ materially from our expectations are discussed under “Risk Factors” in this Form 10-K. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report might not happen.

 

The forward-looking statements in this report reflect our views and assumptions only as of the date of this report. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

 

General

 

Our consolidated financial statements and related notes comprise over 20 pages. The following discussion and analysis is intended to provide you with a more insightful understanding of our financial condition and performance in the indicated periods, including an analysis of those key factors that contributed to our financial condition and performance and that are, or are expected to be, the key “drivers” of our business.

 

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We are a specialty retailer of home appliances and consumer electronics. We sell major home appliances, including refrigerators, freezers, washers, dryers and ranges, and a variety of consumer electronics, including projection, plasma, LCD, and DLP televisions, camcorders, VCRs, DVD players and home theater products. We also sell home office equipment, lawn and garden products and bedding, and we continue to introduce additional product categories for the home to help increase same store sales and to respond to our customers’ product needs. We currently operate 47 retail locations in Texas and Louisiana.

 

Unlike many of our competitors, we provide in-house credit options for our customers. Historically, we have financed approximately 56% of our retail sales. We finance substantially all of our customer receivables through an asset-backed securitization facility, and we derive servicing fee income and interest income from these assets. See “Business – Finance Operations” for a detailed discussion of our in-house credit programs. As part of our asset-backed securitization facility, we have created a qualifying special purpose entity, which we refer to as the QSPE or the issuer, to purchase customer receivables from us and to issue asset-backed and variable funding notes to third parties. We transfer receivables, consisting of retail installment contracts and revolving accounts extended to our customers, to the issuer in exchange for cash and subordinated securities. To finance its acquisition of these receivables, the issuer has issued notes to third parties.

 

We also derive revenues from repair services on the products we sell and from product delivery and installation services we provide to our customers. Additionally, acting as an agent for unaffiliated companies, we sell credit insurance to protect our customers from credit losses due to death, disability, involuntary unemployment and property damage.

 

During fiscal 2001, we sold the operations of our rent-to-own business. As a result of this sale, we restated our statements of operations for fiscal 2000 to reflect results of the rent-to-own division as discontinued operations.

 

Executive Overview

 

This overview is intended to provide an executive level overview of our operations for the year ended January 31, 2004. A detailed explanation of the changes in our operations for the year ended January 31, 2004 as compared to the prior year is included beginning on page 33. As explained in that section, our pretax income for the year ended January 31, 2004 increased approximately $5.2 million as a result of higher revenues and lower selling, general and administrative expenses as a percentage of revenues. These improvements in our operations were offset by a decline in retail product gross margins, a decline in the percentage of credit financed transactions, the conversion of $200.0 million of our asset-backed securitization facility from variable interest rates to higher fixed interest rates and several unusual charges or adjustments that negatively impacted our operations. Some of the more specific issues that impacted our operations are presented as follows:

 

    Our recent negative trend in same store sales increases reversed itself, particularly in the last two quarters. We finished the year at a same store sales growth rate of 2.6%, posting same store sales performances of 1.1%, (2.5)%, 4.1%, and 11.7% in the first, second, third and fourth quarters, respectively. We believe that we were able to achieve these more favorable increases through an increased focus on our track sales and by taking the opportunity to promote bedding and lawn and garden products. It is our strategy to continue this focus into fiscal 2005.

 

    The entry into the Dallas/Fort Worth market provided both a positive and negative impact on our operations. Approximately, $8.8 million of our product sales increase resulted from the opening of three new stores in this market. However, our gross product and operating margins were negatively impacted as we initially discounted prices and increased substantial standby costs in personnel and advertising to insure that our initial entry into the market was well received. Our plans provide for the opening of four to six additional stores in the market during 2005 fiscal year and we expect that many of the standby costs previously absorbed will be reduced to a more normal level.

 

    Our gross product margin was also negatively impacted by continued price erosion, particularly in the electronics category. We expect that there is the potential for these price erosions to continue, although at a reduced rate, as new products are introduced.

 

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    The conversion in September 2002 of $200.0 million of our off-balance sheet asset-backed securitization program from variable interest rates to higher fixed interest rates negatively impacted our operations. We estimate that the impact of the additional cost of this program in fiscal 2004 was approximately $3.1 million over such costs incurred in fiscal 2003.

 

    There were several unusual charges or adjustments that negatively impacted our operations. These charges and adjustments included revision of previous estimates relative to non-cash revenue adjustments of approximately $0.6 million, one-time expenditures of approximately $0.7 million associated with a change in the methodology for calculating sales commissions and $0.3 million associated with the settlement of a dispute with a former shareholder.

 

    As a result of the completion of our public offering, we were able to utilize the net proceeds of the offering to retire all of our balance sheet debt and thereby substantially reduce our interest expense in the last quarter. This transaction had a further impact on our interest expense as the change in fair value of derivatives is being recorded as an adjustment to operations rather than through Other comprehensive income (OCI). As an offset to this present benefit, we are amortizing the balance included in OCI over the period in which the forecasted transaction impacts the statement of operations.

 

Operational Changes and Resulting Outlook

 

After reviewing our performance for the first six months of fiscal 2004, we implemented several initiatives that we believe helped improve our operations for the balance of fiscal 2004 and that will positively impact our future operating results. These changes included the following:

 

    use of our direct mail marketing campaign as a single promotional activity rather than combining it with other promotional programs, which we believe reduced the amount of the price discounts that are required in order to influence our customers’ purchasing decisions;

 

    identification of specific demographic make-up within a given U.S. Postal Service carrier route for our direct mail campaigns and an increase in promotional credit, which we believe allowed us to obtain better penetration rates for our promotional campaigns;

 

    communication to our sales personnel an authorized credit limit in excess of the credit needed to complete a specific transaction for qualified customers, which we believe allowed our sales personnel to make “add-on” sales;

 

    development of a new strategy for the merchandising our track products, including separate merchandising plans and displays, separate sales and managerial personnel, convenient check-out procedures and diversified inventory, which we believe increased sales within the track area, but which also decreased our gross product margin percentage;

 

    reformat of our existing display space to provide additional footage to promote lawn and garden products since our stores are in a geographic area that is conducive to year-around use of these products;

 

    implementation of certain cost reduction measures that have reduced support, warehouse and delivery and service costs;

 

    modification of our sales commission plan, which we believe further aligned our sales personnel compensation with our overall sales objectives;

 

    an increase in same store sales from the new stores opened in late 2002;

 

    an increase in overall retail sales from our expansion into the Dallas/Fort Worth market in September, October and November of fiscal 2004 and a higher penetration of credit sales at these new stores based on our strategic site-selection process and our planned direct marketing program in this market;

 

    a significant reduction in our total interest expense due to the use of proceeds from our initial public offering to repay debt and the expiration of $50.0 million in interest rate swap contracts; and

 

    the introduction of a replacement service maintenance agreement, which we believe will encourage customers to purchase replacement coverage on smaller ticket items.

 

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Our continued growth in the Dallas/Fort Worth metroplex is dependent on our ability to develop an adequate distribution center for that market. The present cross-dock facility in that market contains approximately 36,000 square feet and will accommodate approximately five to seven stores. We are currently in the planning stages to develop a complete warehouse and distribution center for this market that we expect to contain approximately 150,000 square feet. Additional annual cost to lease and operate such a facility is projected at approximately $2.0 million. It is expected that we be required to have such a distribution center operational by the end of fiscal 2005.

 

The consumer electronics industry depends on new products to drive same store sales increases. Typically, these new products, such as digital televisions and DVD players, are introduced at relatively high price points that are then gradually reduced as the product becomes more mainstream. To maintain positive same store sales growth, unit sales must increase at a rate greater than the decline in product prices. The affordability of the product helps the unit sales growth. However, as a result of relatively short product life cycles in the consumer electronics industry, which limit the amount of time available for sales volume to increase, combined with rapid price erosion in the industry, retailers are challenged to maintain overall gross margin levels and positive same store sales. This has historically been our experience, and we expect this trend to continue.

 

Application of Critical Accounting Policies

 

In applying the accounting policies that we use to prepare our consolidated financial statements, we necessarily make accounting estimates that affect our reported amounts of assets, liabilities, revenues and expenses. Some of these accounting estimates require us to make assumptions about matters that are highly uncertain at the time we make the accounting estimates. We base these assumptions and the resulting estimates on authoritative pronouncements, historical information and other factors that we believe to be reasonable under the circumstances, and we evaluate these assumptions and estimates on an ongoing basis. We could reasonably use different accounting estimates, and changes in our accounting estimates could occur from period to period, with the result in each case being a material change in the financial statement presentation of our financial condition or results of operations. We refer to accounting estimates of this type as “critical accounting estimates.” We believe that the critical accounting estimates discussed below are among those most important to an understanding of our consolidated financial statements as of January 31, 2004.

 

Transfers of Financial Assets. We transfer customer receivables to the QSPE that issues asset-backed securities to third party lenders using these accounts as collateral, and we continue to service these accounts after the transfer. We recognize the sale of these accounts when we relinquish control of the transferred financial asset in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. As we transfer the accounts, we record an asset representing the interest only strip. The gain or loss recognized on these transactions is based on our best estimates of key assumptions, including forecasted credit losses, payment rates, forward yield curves, costs of servicing the accounts and appropriate discount rates. The use of different estimates or assumptions could produce different financial results. For example, if we had assumed a 10.0% reduction in net interest spread (which might be caused by rising interest rates), our interest in securitized assets would have been reduced by $2.6 million as of January 31, 2004, which may have an adverse effect on earnings. We recognize income from our interest in these transferred accounts based on the difference between the interest earned on customer accounts and the costs associated with financing and servicing the transferred accounts, less a provision for bad debts associated with the transferred assets. This income is recorded as “Finance charges and other” in our consolidated statement of operations. If the assumption used for developing the reserve for doubtful accounts on the books of the QSPE were changed by 0.5% from 3.4% to 3.9%, the impact to recorded “Finance charges and other” would have been a reduction in revenues and pretax income of $1.8 million.

 

Deferred Tax Assets. We have significant net deferred tax assets (approximately $7.3 million as of January 31, 2004), which are subject to periodic recoverability assessments. Realization of our net deferred tax assets may be dependent upon whether we achieve projected future taxable income. Our estimates regarding future profitability may change due to future market conditions, our ability to continue to execute at historical levels and our ability to continue our growth plans. These changes, if any, may require material adjustments to these deferred tax asset balances. For example, if we had assumed that the future tax rate at which these deferred items would reverse was 34.3% rather than 35.3%, we would have reduced the net deferred tax asset and net income by approximately $206,000.

 

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Intangible Assets. We have significant intangible assets related primarily to goodwill and the costs of obtaining various loans and funding sources. The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments. Effective August 1, 2002, we adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. Prior to adoption of SFAS 142, we amortized goodwill over an estimated life of fifteen years on a straight-line basis. Effective with the implementation of SFAS 142, we ceased amortizing goodwill and began testing potential impairment of this asset annually based on judgments regarding ongoing profitability and cash flow of the underlying assets. Changes in strategy or market conditions could significantly impact these judgments and require adjustments to recorded asset balances. For example, if we had reason to believe that our recorded goodwill had become impaired due to decreases in the fair market value of the underlying business, we would have to take a charge to income for that portion of goodwill that we believe is impaired. Our goodwill balance at January 31, 2004 was $7.9 million.

 

Property, Plant and Equipment. Our accounting policies regarding land, buildings, and equipment include judgments regarding the estimated useful lives of such assets, the estimated residual values to which the assets are depreciated, and the determination as to what constitutes increasing the life of existing assets. These judgments and estimates may produce materially different amounts of depreciation and amortization expense that would be reported if different assumptions were used. These judgments may also impact the need to recognize an impairment charge on the carrying amount of these assets as the cash flows associated with the assets are realized. In addition, the actual life of the asset and residual value may be different from the estimates used to prepare financial statements in prior periods.

 

Revenue Recognition. Revenues from the sale of retail products are recognized at the time the product is delivered to the customer. Such revenues are recognized net of any adjustments for sales incentive offers such as discounts, coupons, rebates, or other free products or services. We sell service maintenance agreements and credit insurance contracts on behalf of unrelated third parties. For contracts where the third parties are the obligor on the contract, commissions are recognized in revenues at the time of sale, and in the case of retrospective commissions, at the time that they are earned. Where we sell service maintenance agreements in which we are deemed to be the obligor on the contract at the time of sale, revenue is recognized ratably, on a straight-line basis, over the term of the service maintenance agreement. These service maintenance agreements are renewal contracts that provide our customers protection against product repair costs arising after the expiration of the manufacturer’s warranty and the third party obligor contracts. These agreements typically range from 12 months to 36 months. These agreements are separate units of accounting under Emerging Issues Task Force No. 00-21, Revenue Arrangements with Multiple Deliverables. The amounts of service maintenance agreement revenue deferred at January 31, 2003 and 2004 were $3.8 million and $3.9 million, respectively, and are included in “Deferred revenue” in the accompanying balance sheets.

 

Vendor Allowances. We receive funds from vendors for price protection, product rebates, marketing and training and promotion programs which are recorded on the accrual basis as a reduction to the related product cost or advertising expense according to the nature of the program. We accrue rebates based on the satisfaction of terms of the program and sales of qualifying products even though funds may not be received until the end of a quarter or year. If the programs are related to product purchases, the allowances, credits or payments are recorded as a reduction of product cost; if the programs are related to promotion or marketing of the product, the allowances, credits, or payments are recorded as a reduction of advertising expense in the period in which the expense is incurred.

 

Results of Operations

 

The following table sets forth certain statement of operations information, excluding discontinued operations, as a percentage of total revenues for the periods indicated.

 

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Years Ended

July 31,


   

Six Months Ended

January 31,


    Twelve
Months
Ended
January 31,


    Years ended
January 31,


 
     2000

    2001

    2001

    2002

    2002

    2003

    2004

 
                 (Unaudited)           (Unaudited)              

Revenues:

                                          

Product sales

   79.2 %   79.4 %   80.0 %   78.7 %   78.8 %   78.1 %   79.8 %

Service maintenance agreement commissions (net)

   5.9     5.7     5.4     5.8     5.9     5.1     4.8  

Service revenues

   4.8     4.2     4.4     3.8     3.9     4.2     3.7  
    

 

 

 

 

 

 

Total net sales

   89.9     89.3     89.8     88.3     88.6     87.4     88.3  

Finance charges and other

   10.1     10.2     10.2     11.7     11.4     12.6     11.7  
    

 

 

 

 

 

 

Total revenues

   100.0     100.0     100.0     100.0     100.0     100.0     100.0  

Cost and expenses:

                                          

Cost of goods sold, including warehousing and occupancy costs

   60.1     60.8     60.8     60.7     60.7     60.9     62.8  

Cost of parts sold, including warehousing and occupancy costs

   1.1     1.0     1.0     1.0     1.0     1.0     0.8  

Selling, general and administrative expense

   28.2     28.1     28.2     28.3     28.2     28.4     27.1  

Provision for bad debts

   0.3     0.5     0.4     0.6     0.6     0.9     0.9  
    

 

 

 

 

 

 

Total costs and expenses

   89.7     90.4     90.4     90.6     90.5     91.2     91.6  
    

 

 

 

 

 

 

Operating income

   10.3     9.6     9.6     9.4     9.5     8.8     8.4  

Interest expense

   1.8     1.2     1.2     1.4     1.3     1.6     0.9  
    

 

 

 

 

 

 

Earnings from continuing operations before income taxes

   8.5     8.4     8.4     8.0     8.2     7.2     7.5  

Provision for income taxes

                                          

Current

   (3.5 )   (3.5 )   (3.1 )   (3.3 )   (3.4 )   (2.9 )   (2.6 )

Deferred

   0.3     0.5     0.1     0.4     0.5     0.3     —    
    

 

 

 

 

 

 

Total provision for income taxes

   (3.2 )   (3.0 )   (3.0 )   (2.9 )   (2.9 )   (2.6 )   (2.6 )
    

 

 

 

 

 

 

Net income from continuing operations

   5.3 %   5.4 %   5.4 %   5.1 %   5.3 %   4.6 %   4.9 %
    

 

 

 

 

 

 

 

In reviewing the percentages reflected in the above table, we noted that the following trends in our operations developed within the last twelve months. They are summarized as follows:

 

    Commissions from service maintenance agreement sales are declining as a percentage of total revenue. This reduction reflects the impact of deteriorating price points in the consumer electronics category and the increased consumer confidence in newer products. Additionally, the modification of the sales commission program in early fiscal 2004 reduced the emphasis previously placed on the sale of service maintenance agreements and encouraged sales personnel to focus on product sales.

 

    Service revenues as a percentage of total revenues are also beginning to decline. This decrease is attributable to a more stringent review of billings submitted to the insurance company and our own obligations under service maintenance agreement renewal programs for covered warranty services. As a result of these billing reviews, service revenues are declining; however, retrospective settlements, due to claims reductions, that are included in “Finance charges and other” were positively impacted.

 

    The decline in the percentage of “Finance charges and other” to total revenues reflects the higher interest rates that were incurred in late fiscal 2003 and all of fiscal 2004 as a result of the “fixing” of interest rates on $200 million in bonds included in the asset-backed securitization program. This increase in interest rate results in a decrease in the interest spread on the credit portfolio that is recognized as part of securitization income received from the QSPE.

 

    The increasing cost of goods sold as a percentage of total revenues results from continued deterioration of retail price points and margins for consumer electronics products, aggressive discounting in connection with the promotion of products for store grand openings in February and

 

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March 2003 and the entry into the Dallas/Fort Worth market, and sales of relatively lower margin computer products growing at a more rapid rate than sales of higher margin home appliance products. While we believe that we have corrected the problems associated with higher discounting of prices, we do expect price deterioration to continue which we expect will negatively impact gross product margins.

 

    The decline in selling, general and administrative expense reflects the implementation of various cost reduction programs and the achievement of economies of scale as revenue continues to grow. While we expect this favorable trend to continue, we believe that it will be at a significantly reduced rate since we expect to incur significant additional administrative costs associated with being a public held company.

 

    The declining trend in interest expense as a percentage of total revenues is a function of the pay-off of debt with our IPO proceeds and the impact of expiring interest rate swap agreements. Assuming that we are successful in continuing to generate positive cash flow, we expect interest expense to continue to decline as the last portion of our interest rate swaps get closer to maturity and we realize the favorable impact of the application of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.

 

    While our operating margin has dropped in the last several years due to many of the factors described above, we believe that it should begin to stabilize in the 8.4% to 8.6% range as we continue to increase sales.

 

The specific causes of these trend variations are discussed in detail under the comparison of operating results for the year ended January 31, 2003 to the year ended January 31, 2004.

 

Same store sales growth is calculated by comparing the reported sales by store for all stores that were open throughout a period to reported sales by store for all stores that were open throughout the prior period. Sales from closed stores have been removed from each period. Sales from relocated stores have been included in each period because each such store was relocated within the same general geographic market. Sales from expanded stores have been included in each period.

 

The presentation of our gross margins may not be comparable to other retailers since we include the cost of our in-home delivery service as part of selling, general and administrative expense. Similarly, we include the cost of merchandising our products, including amounts related to purchasing the product, in selling, general and administrative expense. It is our understanding that other retailers may include such costs as part of cost of goods sold.

 

Year Ended January 31, 2003 Compared to the Year Ended January 31, 2004

 

Revenues. Total revenues increased by $53.3 million, or 12.0%, from $446.0 million for the year ended January 31, 2003, to $499.3 million for the year ended January 31, 2004. The increase was attributable to increases of $51.4 million, or 13.2%, in net sales and $1.9 million, or 3.4%, in finance charges and other revenues. Of the $51.4 million increase in net sales, $40.3 million was generated by nine retail locations that were not open for twelve consecutive months in both periods. Same store sales increased $9.3 million, or 2.6%, for those stores that were open all twelve months in both periods. Increases in delivery and installation charges of $1.8 million accounted for the balance of the net sales increase. The change in net sales was primarily due to increased unit volume of sales representing an increase of approximately $107.6 million in sales that were offset by deteriorating price points that represent a decrease in sales of approximately $56.2 million. The addition of a second line of computers, increased sales in our track area, increased sales of our bedding and lawn and garden product lines and a significant increase in projection television sales accounted for much of the increased unit volume of sales.

 

We believe that at least a portion of the smaller increase in same store sales was the result of a temporary negative impact on our existing stores caused by opening new stores in existing markets. For example, after opening our Sugarland store in the Houston market in January 2003, retail sales before service maintenance agreement cancellations in the market increased by 10.1% during the year ended January 31, 2004 compared to the 2003 period, but our same store sales for the existing 17 stores in this market that were open for a full twelve months in both periods increased only by 4.9%. Likewise, our San Antonio/Austin market experienced a 22.5% total increase in retail sales as we opened four new stores in the area while our same store sales for our ten

 

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existing stores in this market increased only 8.9% when compared to the 2003 period. In addition, in an effort to reduce our delinquency rates, we increased down payment and verification requirements on certain of our credit accounts, which led to lower approval rates in the first six months of 2004, and we modified the selection criteria for our direct mail program that effectively limited promotional credit and overall credit penetration in the same time frame, which resulted in fewer credit applications being processed as a percentage of sales. We have since modified our down payment requirements, use of promotional credit and the selection criteria for our direct mail program to previous levels, which we believe increased our credit penetration while maintaining our historical delinquency and charge-off rates.

 

As reflected in the table below, product sales and net sales are increasing at a slower rate than they did in the past. This slowing trend results primarily from a decline in same store sales within the last 18 months, indicating that some of our stores may be reaching maturity as it relates to market penetration. However, we believe that we have positioned many of our stores, particularly those that have reached more mature levels, to have the potential for additional same store sales increases by re-merchandising our product offerings, training sales personnel to increase closing rates, regularly updating our stores, continuing to emphasize a high level of customer service and developing our track area; we do expect that much of our future sales increases will continue to come both from existing stores and new stores.

 

The following table presents the makeup of net sales by product category in each period, including service maintenance agreement commissions and service revenues, expressed both in dollar amounts and as a percentage of total net sales.

 

     Years Ended January 31,

   

Percent

Increase

(Decrease)


 
     2003

    2004

   
     Amount

   Percent

    Amount

   Percent

   
     (dollars in thousands)  

Major home appliances

   $ 148,878    38.2 %   $ 161,411    36.6 %   8.4 %

Consumer electronics

     151,196    38.8       176,868    40.1     17.0 (1)

Home office equipment

     25,617    6.6       30,251    6.9     18.1 (2)

Delivery and installation

     6,369    1.6       7,987    1.8     25.4 (3)

Lawn and garden

     8,540    2.2       9,703    2.2     13.6 (4)

Bedding

     4,191    1.1       6,683    1.5     59.5 (4)

Other

     3,088    0.8       5,715    1.3     85.1 (2)
    

  

 

  

 

Total product sales

     347,879    89.3       398,618    90.4     14.6  

Service maintenance agreement commissions

     22,961    5.9       24,035    5.4     4.7 (5)

Service revenues

     18,656    4.8       18,265    4.2     (2.1 )(6)
    

  

 

  

 

Total net sales

   $ 389,496    100.0 %   $ 440,918    100.0 %   13.2 %
    

  

 

  

 


(1)   The increase in net sales of consumer electronics is related primarily to increases in sales in projection televisions, liquid crystal display televisions and the introduction of the digital light processor big screen televisions.
(2)   The increase in net sales of home office equipment and other was due to the emphasis that was placed on increasing sales within the track area.
(3)   The increase in delivery and installation revenues reflects growth in appliance and electronic unit sales and a price increase for delivery and installation charges.
(4)   The increases in lawn and garden and bedding results from the emphasis placed on these product categories as significant components of same store sales growth.
(5)   The relatively smaller increase in service maintenance agreement sales reflects the impact of deteriorating price points of consumer electronic items and the increased consumer confidence in newer products; in addition, the modification of the sales commission program reduced the emphasis previously placed on this category of sales.
(6)   The decrease in service revenues is attributable to a more stringent review of billings made to the insurance company and our own internal reserves for covered warranty services. As a result of these billing reviews, service revenues for the year ended January 31, 2004 were somewhat softened; however, retrospective claim settlements that are included in the line item entitled “Finance charges and other” were positively impacted by approximately $2.4 million during this period.

 

Revenue from finance charges and other increased by approximately $1.9 million, or 3.4%, from $56.5 million for the year ended January 31, 2003, to $58.4 million for the year ended January 31, 2004. This increase in revenue resulted primarily from an increase in retrospective claim settlements of $2.4 million, an increase in interest received on maintenance reserve funds of $0.5 million, an increase in interest received from receivables not sold of $0.6 million and an increase in insurance commissions of $0.8 million. These increases in revenues were offset by a decrease in securitization income of $2.4 million. The decrease in income from sale of receivables to the QSPE of $2.4 million resulted primarily from increased program costs of $5.7 million and increased bad debts and other of $1.0 million that were offset by additional interest income of $4.3 million that

 

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was generated as a result of a 15% increase in the credit portfolio. Increases in program costs resulted from the fixing of the interest rate on $200 million in bonds and the increase in the credit portfolio. Additionally, during the 2003 period, we replaced a number of manual functions associated with the processing of non-cash revenue adjustments in our credit control group with an auto-post function. While we were able to reduce personnel costs associated with this function, we experienced a one-time revenue decrease of approximately $0.6 million as we converted estimates to actual adjustments.

 

Cost of Goods Sold. Cost of goods sold, including warehousing and occupancy cost, increased by $41.1 million, or 15.1%, from $272.6 million for the year ended January 31, 2003, to $313.6 million for the year ended January 31, 2004. This increase primarily resulted from the 13.2% net sales increase as well as an increase in cost of retail products sold as a percentage of net product sales from 76.1% in the 2003 period to 77.3% in the 2004 period. The overall increase in cost of goods sold as a percentage of net sales was primarily caused by the continued deterioration of retail price points and margins for consumer electronics products, over-discounting in connection with the promotion of products for store grand openings in February and March 2003 and the entry into the Dallas/Fort Worth market, and sales of relatively lower margin computer products growing at a more rapid rate than sales of higher margin home appliance products. While we believe that we have corrected the problems associated with higher discounting of prices, we do expect price deterioration to continue which will negatively impact gross product margins. Cost of parts sold decreased approximately $0.3 million, or 27.4%, as service revenues decreased as a result of lower warranty revenues.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $9.5 million, or 7.5%, from $125.7 million for the year ended January 31, 2003, to $135.2 million for the year ended January 31, 2004. This increase was considerably less than the 12.0% increase in total revenues as we began to focus on cost reductions, including salaries and payroll related costs, advertising and telephone expenses. These cost reductions were partially offset by one-time expenditures of approximately $0.6 million associated with a change in methodology of calculating commissions for sales personnel and $0.3 million for the settlement of a dispute with a former shareholder.

 

Provision for Bad Debts. The provision for bad debts increased by $0.5 million, or 12.9%, from $4.2 million for the year ended January 31, 2003, to $4.7 million for the year ended January 31, 2004. The increase in the bad debt provision resulted from a change in eligibility requirements under the new asset securitization program that we implemented in September 2002, which resulted in our retaining a larger amount of receivables that had become ineligible for transfer to the QSPE, as well as an increase in charge-offs associated with our credit insurance and service programs.

 

Interest Expense. Interest expense decreased by $2.7 million, or 36.8%, from $7.2 million for the year ended January 31, 2003, to $4.5 million for the year ended January 31, 2004. The decrease was attributable to the following:

 

    increasing interest rates accounted for an increase of approximately $0.2 million in our interest expense;

 

    average outstanding debt decreased from $49.0 million in the 2003 period to $39.9 million in the 2004 period, which resulted in an decrease in interest expense of $0.4 million;

 

    the expiration of $80.0 million in our interest rate hedges resulted in a decrease of $1.1 million over the 2003 period;

 

    the change in accounting methodology for SFAS 133 as a result of the pay off of all of our variable debt and the change in fair value of the derivative reduced interest expense by approximately $0.1 million;

 

    the amount reclassified from “Other comprehensive income” decreased interest expense by $1.6 million; and

 

    ineffectiveness of derivative instruments increased interest expense by $0.3 million.

 

Provision for Income Taxes. The provision for income taxes increased by $1.5 million, or 13.3%, from $11.3 million for the year ended January 31, 2003, to $12.8 million for the year ended January 31, 2004. The increase in the tax provision was directly related to the increase in pretax profits of $5.2 million, or 16.4% and was offset by a cash refund from previously over provided income taxes of $0.4 million. The effective tax rate attributable to continuing operations for the two periods was consistent at 35.5%. However, the one-time adjustment of the tax rate for the year ended January 31, 2004 for the cash refund of previously over provided

 

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income taxes resulted in a decrease in the current year effective tax rate to 34.6%. Assuming that there are no changes in federal or state tax laws, it is expected that the effective tax rate for fiscal 2005 will return to approximately 35.5%.

 

Net Income. As a result of the above factors, net income increased by $3.7 million, or 18.1%, from $20.6 million for the year ended January 31, 2003, to $24.3 million for the year ended January 31, 2004.

 

Twelve Months Ended January 31, 2002 (Unaudited), Compared to Fiscal Year Ended January 31, 2003

 

Revenues. Total revenues increased by $67.5 million, or 17.8%, from $378.5 million for the twelve months ended January 31, 2002, to $446.0 million for the fiscal year ended January 31, 2003. The increase was attributable to increases of $53.9 million, or 16.1%, in net sales and $13.5 million, or 31.4%, in finance charges and other revenues. Of the $53.9 million increase in net sales, $46.9 million was generated by 11 retail locations that were not open for 12 consecutive months in both periods, $3.9 million resulted from a same store sales increase of 1.3%, $1.1 million resulted from increases in delivery and installation revenue and $2.0 million resulted from increases in other revenue sources. The increase in net sales was due to increased unit volume of sales of approximately $69.4 million offset by deteriorating price points of approximately $15.5 million. The addition of a second line of computers, increased sales of our bedding and lawn and garden product lines and a significant increase in projection television sales accounted for much of the increased unit volume of sales and the same store sales increase.

 

We believe that at least a portion of the relatively small same store sales increase during fiscal 2003 resulted from our opening of four new stores in the San Antonio/Austin market. While net sales in this market increased by 40.2% during fiscal 2003 compared to the 2002 period, same store sales for the five existing stores in this market that were open for a full twelve months in both periods decreased by 1.1%. We have experienced a temporary negative impact on our existing stores when we have opened new stores in existing markets. Other factors that contributed to the relatively small increase in same store sales in fiscal 2003 included higher than normal sales in the 2002 period due to the increase in product sales during the three months following the September 11th attacks and the major replacement of products following major flooding in the Houston market in June 2001. These events that increased sales in fiscal 2002 did not occur in fiscal 2003. We do, however, believe that many of our stores may be reaching maturity levels as it relates to market penetration and that same store sales will likely increase at much smaller percentages than in the past. While we believe that we have positioned many of our stores to have a potential for additional same store sales increases, we do expect that much of our future sales increases will come from new stores rather than from substantial increases in sales from existing stores.

 

The following table presents the makeup of net sales by product category in each period, including service maintenance agreement commissions and service revenues, expressed both in dollar amounts and as a percentage of total net sales.

 

    

Twelve Months Ended

January 31, 2002


   

Year Ended

January 31, 2003


   

Percent

Increase


 
     Amount

   %

    Amount

   %

   
     (dollars in thousands)  

Major home appliances

   $ 127,781    38.1 %   $ 148,878    38.2 %   16.5 %

Consumer electronics

     131,716    39.3       151,196    38.8     14.8  

Home office equipment

     24,816    7.4       25,617    6.6     3.2 (1)

Delivery and installation

     5,510    1.6       6,369    1.6     15.6  

Other (including lawn and garden and bedding)

     8,521    2.5       15,819    4.1     85.6 (2)
    

  

 

  

 

Total product sales

     298,344    88.9       347,879    89.3     16.6  

Service maintenance agreement commissions

     22,282    6.6       22,961    5.9     3.0 (3)

Service revenues

     14,922    4.5       18,656    4.8     25.0  
    

  

 

  

 

Total net sales

   $ 335,548    100.0 %   $ 389,496    100.0 %   16.1 %
    

  

 

  

 


(1)   The relatively small increase in home office equipment was due to deteriorating price points which are expected to continue in this category.
(2)   The increase in other sales was due primarily to the increasing maturity of the lawn and garden and bedding product lines that were added in early fiscal year 2000. Increases are expected to continue, but at a decreasing rate.
(3)   The relatively small increase in service maintenance agreement commissions reflects the impact of deteriorating price points of consumer electronic items and increased consumer confidence in newer products, which has resulted in fewer customers purchasing extended service maintenance agreements.

 

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Revenue from finance charges and other increased approximately $13.5 million, or 31.4%, from $43.0 million for the twelve months ended January 31, 2002, to $56.5 million for the twelve months ended January 31, 2003. This increase in revenue resulted from increases in net insurance commissions and other of $3.5 million, or 26.8%. Income from sales of receivables to the QSPE increased approximately $10.0 million, or 33.5%, resulting primarily from a 15.9% growth in the credit portfolio and lower credit losses as a percentage of the average outstanding portfolio balance.

 

Cost of Goods Sold. Cost of goods sold, including warehousing and occupancy cost, increased by $43.8 million, or 18.8%, from $233.2 million for the twelve months ended January 31, 2002, to $277.0 million for fiscal 2003. This percentage increase was generally consistent with the 16.1% net sales increase, although cost of goods sold continued to increase as a percentage of net product sales from 77.0% in the 2002 period to 78.3% in fiscal 2003. The overall increase in cost of goods sold as a percentage of net sales was primarily caused by the continued deterioration of retail price points for consumer electronics products and sales of relatively lower margin lawn and garden and computer products growing at a more rapid rate than higher margin home appliance products. Labor and other cost increases added $1.0 million to cost of goods sold in fiscal 2003, and the expansion of our San Antonio distribution facility added approximately $0.5 million to occupancy costs in fiscal 2003.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $18.8 million, or 17.5%, from $106.9 million for the twelve months ended January 31, 2002, to $125.7 million for fiscal 2003. This percentage increase was generally consistent with the 17.8% increase in total revenues.

 

Provision for Bad Debts. The provision for bad debts increased by $1.7 million, or 71.4%, from $2.4 million for the twelve months ended January 31, 2002, to $4.1 million for fiscal 2003. The increase in the bad debt provision resulted from a change in eligibility requirements under the new asset securitization program that we implemented in September 2002, which resulted in our retaining a larger amount of receivables that had become ineligible for transfer to the QSPE, as well as an increase in charge-offs associated with our credit insurance and service programs.

 

Interest Expense. Interest expense increased by $2.4 million, or 49.1%, from $4.9 million for the twelve months ended January 31, 2002, to $7.3 million for fiscal 2003. The increase was attributable to the following:

 

    the change in fair value of derivatives increased interest expense by $0.4 million;

 

    Declining interest rates caused the net payments on our interest rate hedges to increase by $2.1 million;

 

    imperfect matching of interest rate hedges and hedged obligations resulted in an decrease in interest expense of $0.4 million;

 

    the amount reclassified from “Other comprehensive income” increased interest expense by $0.3 million;

 

    average outstanding debt increased from $33.5 million in the 2002 period to $49.0 million in fiscal 2003, which resulted in an increase in interest expense of $1.0 million; and

 

    declining interest rates accounted for a decrease of approximately $1.0 million in our interest expense.

 

Provision for Income Taxes. The provision for income taxes increased by $0.2 million, or 1.9%, from $11.1 million for the twelve months ended January 31, 2002, to $11.3 million for fiscal 2003. The increase was directly related to the increase in pretax profits of $0.8 million, or 2.7%, and a decrease in state taxes paid. The effective tax rates for the two periods, which were 35.8% in the 2002 period and 35.5% in fiscal 2003, were relatively consistent, except for the decrease in the state tax rate.

 

Net Income. As a result of the above factors, net income increased by $0.6 million, or 3.2%, from $20.0 million for the twelve months ended January 31, 2002, to $20.6 million for fiscal 2003.

 

Six Months Ended January 31, 2001 (Unaudited), Compared to Six Month Fiscal Period Ended January 31, 2002

 

Revenues. Total revenues increased by $51.6 million, or 33.2%, from $155.3 million for the six months ended January 31, 2001, to $206.9 million for the six months ended January 31, 2002. The increase was attributable to increases of $43.2 million, or 31.0%, in net sales and $8.4 million, or 53.2%, in finance charges

 

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and other revenues. Of the $43.2 million increase in net sales, $22.4 million resulted from a same store sales increase of 16.7%, $20.3 million was generated by eight retail locations that were not open for six consecutive months in both periods, $0.4 million resulted from changes in delivery and installation revenue and $0.1 million resulted from increases in other revenue sources. As in fiscal 2003, the increase in net sales was due to increased unit volume of sales of approximately $42.2 million offset by deteriorating price points of approximately $2.9 million as we continued to experience relatively short product life cycles and significant price erosion in the consumer electronics category. The addition of a second line of computers, increased sales of our bedding and lawn and garden products lines and a significant increase in projection television sales, combined with the higher than normal sales during the three months following the September 11th attacks and the major replacement of products following major flooding in the Houston market in June 2001, accounted for much of the increase in same store sales.

 

The following table presents the makeup of net sales by product category in each period, including service maintenance agreement commissions and service revenues, expressed both in dollar amounts and as a percentage of total net sales.

 

     Six Months Ended January 31,

   

Percent

Increase


 
     2001

    2002

   
     Amount

   %

    Amount

   %

   
     (dollars in thousands)  

Major home appliances

   $ 49,669    35.6 %   $ 63,907    35.0 %   28.7 %

Consumer electronics

     56,110    40.2       75,355    41.2     34.3  

Home office equipment

     13,617    9.8       16,523    9.0     21.3  

Delivery and installation

     2,860    2.1       3,238    1.8     13.2  

Other (including lawn and garden and bedding)

     1,296    0.9       3,762    2.1     190.3 (1)
    

  

 

  

 

Total product sales

     123,552    88.6       162,785    89.1     31.8  

Service maintenance agreement commissions

     9,118    6.5       11,922    6.5     30.8  

Service revenues

     6,781    4.9       7,904    4.4     16.6  
    

  

 

  

 

Total net sales

   $ 139,451    100.0 %   $ 182,611    100.0 %   31.0 %
    

  

 

  

 


(1)   The increase in other sales was due primarily to the increasing maturity of the lawn and garden and bedding product lines that were added in early fiscal 2000. Future increases in these product lines are expected to continue, but at a decreasing rate.

 

Revenue from finance charges and other increased by $8.4 million, or 53.2%, from $15.8 million for the six months ended January 31, 2001, to $24.3 million for the six months ended January 31, 2002. This increase in revenue resulted primarily from an increase in income from sales of receivables to the QSPE of $6.7 million, or 66.0%, due primarily to a 21.9% increase in the credit portfolio and lower interest costs of securities issued by the QSPE. An increase in net insurance commissions and other totaling $1.7 million, or 32.7%, also contributed to the increase in revenues from finance charges and other.

 

Cost of Goods Sold. Cost of goods sold, including warehousing and occupancy cost, increased by $31.6 million, or 33.0%, from $95.9 million for the six months ended January 31, 2001, to $127.5 million for the six months ended January 31, 2002. The 33.0% increase was generally consistent with the 31.0% net sales increase, although costs of retail products sold continued to increase as a percentage of net product sales from 76.4% in the 2001 period to 77.1% in the 2002 period. Sales of relatively lower margin consumer electronics and computer products continuing to grow at a more rapid rate than sales of relatively higher margin home appliance products was the primary reason for the increase in cost of goods sold as a percentage of net sales. Labor and other cost increases added $0.8 million to cost of goods sold in the 2002 period, and the expansion of our San Antonio distribution facility added approximately $0.2 million to occupancy costs in the 2002 period.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $14.7 million, or 33.6%, from $43.9 million for the six months ended January 31, 2001, to $58.6 million for the six months ended January 31, 2002. This increase was generally consistent with the 33.2% increase in total revenues.

 

Provision for Bad Debts. The provision for bad debts increased by $0.7 million, or 109.2%, from $0.6 million for the six months ended January 31, 2001, to $1.3 million for the six months ended January 31, 2002. The increase in bad debts resulted from an increase in the charge-offs associated with our credit insurance and service programs.

 

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Interest Expense. Interest expense increased by $1.1 million, or 59.8%, from $1.8 million for the six months ended January 31, 2001, to $2.9 million for the six months ended January 31, 2002. The increase was attributable to the following:

 

    declining interest rates caused the net payments on our interest rate hedges to increase by $1.9 million over the 2001 period;

 

    declining interest rates accounted for a reduction of approximately $0.5 million in interest expense; and

 

    our adoption of SFAS No. 133 resulted in a decrease in interest expense of $0.3 million due to the recognition of the impact of imperfect matching of interest rate hedges and hedged obligations.

 

Provision for Income Taxes. The provision for income taxes increased by $1.3 million, or 28.3%, from $4.6 million for the six months ended January 31, 2001, to $5.9 million for the six months ended January 31, 2002. The increase was directly related to the increase in pretax profits of $3.5 million, or 26.4%. The effective tax rates for the two periods were 35.5% in the 2001 period and 36.0% in the 2002 period.

 

Net Income from Continuing Operations. As a result in the above factors, net income from continuing operations increased by $2.2 million, or 25.4%, from $8.4 million for the six months ended January 31, 2001, to $10.6 million for the six months ended January 31, 2002.

 

Fiscal Year Ended July 31, 2000, Compared to Fiscal Year Ended July 31, 2001

 

Revenues. Total revenues increased by $50.3 million, or 18.2%, from $277.0 million in fiscal 2000 to $327.3 million in fiscal 2001. The increase was attributable to increases of $43.3 million, or 17.4%, in net sales and $7.0 million, or 25.2%, in finance charges and other revenues. Of the $43.3 million increase in net sales, $22.7 million resulted from a same store sales increase of 10.3%, $21.8 million was generated by eight retail locations that were not open for 12 consecutive months in both fiscal years and $0.9 million resulted from increases in delivery and installation revenue, offset by decreases of $2.1 in other revenue sources. As in prior periods, the increase in net sales was due to increased unit volume of sales of approximately $39.2 million and approximately $1.3 million from higher per unit price points. Increased sales of the lawn and garden product line that we added in the second quarter of fiscal 2000 and increases in bedding sales and other new product categories accounted for much of the increase in same store sales.

 

The following table presents the makeup of net sales by product category in each fiscal year, including service maintenance agreement commissions and service revenues, expressed both in dollar amounts and as a percentage of total net sales.

 

     Years Ended July 31,

   

Percent

Increase

(Decrease)


 
     2000

    2001

   
     Amount

   %

    Amount

   %

   
     (dollars in thousands)  

Major home appliances

   $ 101,657    40.8 %   $ 114,769    39.3 %   12.9 %

Consumer electronics

     83,883    33.7       107,548    36.8     28.2  

Home office equipment

     24,236    9.8       22,572    7.7     (6.9 )(1)

Delivery and installation

     4,284    1.7       5,271    1.8     23.0  

Other (including lawn and garden and bedding)

     5,282    2.1       9,687    3.3     83.4 (2)
    

  

 

  

 

Total product sales

   $ 219,342    88.1     $ 259,847    88.9     18.5  

Service maintenance agreement commissions

     16,314    6.5       18,742    6.4     14.9  

Service revenues

     13,421    5.4       13,799    4.7     2.8  
    

  

 

  

 

Total net sales

   $ 249,077    100.0 %   $ 292,388    100.0 %   17.4 %
    

  

 

  

 


(1)   The decrease was the result of a planned slow down in computer sales as we begin to replace the Compaq brand with Hewlett Packard products.
(2)   The increase in other sales was due primarily to the addition of the lawn and garden and bedding product lines that were introduced in early fiscal 2000. Future increases are expected to grow substantially in the next period and then increase at a decreasing rate thereafter.

 

Revenue from finance charges and other increased by approximately $7.0 million, or 25.2%, from $27.9 million in fiscal 2000, to $34.9 million in fiscal 2001. This increase in revenue resulted primarily from increases in net insurance commissions and other of $3.4 million, or 39.5%. Income from sales of receivables to the QSPE

 

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increased by $3.6 million, or 18.6%, resulting primarily from an 18.0% growth in the credit portfolio and a reduction in interest costs of securities issued by the QSPE.

 

Cost of Goods Sold. Cost of goods sold, including warehousing and occupancy cost, increased by $32.6 million, or 19.2%, from $169.4 million in fiscal 2000 to $202.0 million in fiscal 2001. The 19.2% increase was generally consistent with the 17.4% increase in net sales, although cost of retail products sold increased from 75.9% of net product sales in fiscal 2000 to 76.5% in fiscal 2001. We attribute this margin decrease to a shift in product mix from relatively higher margin home appliances to relatively lower margin consumer electronics. The increase in warehousing and occupancy cost of $0.7 million, or 24.8%, resulted from the opening of our new warehouse facilities in Houston and San Antonio in August 2000 and June 2001, respectively.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $13.9 million, or 17.7%, from $78.3 million in fiscal 2000 to $92.2 million in fiscal 2001. The increase was generally consistent with the 18.2% increase in total revenues.

 

Provision for Bad Debts. The provision for bad debts increased by $0.9 million, or 118.6%, from $0.8 million in fiscal 2000 to $1.7 million in fiscal 2001. The increase resulted from an increase in the charge-offs associated with our insurance and service programs.

 

Interest Expense. Interest expense decreased by $1.0 million, or 22.4%, from $4.8 million in fiscal 2000 to $3.8 million in fiscal 2001. The decrease was attributable to the following:

 

    average outstanding debt decreased from $57.1 million in fiscal 2000 to $33.3 million in fiscal 2001. This decrease in debt resulted in a decrease of approximately $1.9 million in interest expense. Debt decreases were attributable primarily to a decrease of available credit under our asset-backed securitization program and increased cash flow generated from operations;

 

    declining interest rates accounted for approximately $0.1 million of the decrease;

 

    our adoption of SFAS 133 resulted in an increase in interest expense of $0.5 million due to recognition of the effects of imperfect matching of hedges and hedged obligations; and

 

    declining interest rates caused the net payments on our interest rate hedges to increase by $0.5 million over the prior fiscal year.

 

Provision for Income Taxes. The provision for income taxes increased by $0.9 million, or 9.9%, from $9.0 million in fiscal 2000 to $9.9 million in fiscal 2001. The increase was directly related to the increase in pretax profits of $4.0 million, or 17.1%. However, we experienced an effective tax rate decrease from 38.1% in fiscal 2000 to 35.8% in fiscal 2001 as a result of an organizational restructuring in fiscal 2000 that reduced our Texas franchise taxes.

 

Net Income from Continuing Operations. As a result of the above factors, net income from continuing operations increased by $3.1 million, or 21.5%, from $14.6 million in fiscal 2000 to $17.7 million in fiscal 2001.

 

Impact of Inflation

 

We do not believe that inflation has a material effect on our net sales or results of operations.

 

Seasonality and Quarterly Results of Operations

 

Our business is seasonal, with a higher portion of sales and operating profit realized during the quarters that end January 31 and July 31. These fiscal quarters reflect the holiday selling season and the impact that hot weather has on our sales of air conditioners and lawn and garden equipment. Over the four quarters of fiscal 2004, gross margins were 35.2%, 37.1%, 37.2% and 36.1%. During the same period, operating margins were 7.8%, 8.7%, 7.7% and 9.1%. A portion of the fluctuation in gross margins and operating margins is due to planned infrastructure cost additions, such as increased warehouse space and larger stores, additional personnel and systems required to absorb the significant increase in revenues that we have experienced over the last several years.

 

Additionally, quarterly results may fluctuate materially depending on factors such as the following:

 

    timing of new product introductions, new store openings and store relocations;

 

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    sales contributed by new stores;

 

    increases or decreases in comparable store sales;

 

    adverse weather conditions;

 

    shifts in the timing of certain holidays or promotions; and

 

    changes in our merchandise mix.

 

Results for any quarter are not necessarily indicative of the results that may be achieved for a full year.

 

The following table sets forth certain unaudited quarterly statement of operations information, excluding discontinued operations, for the eight quarters ended January 31, 2004. The unaudited quarterly information has been prepared on a consistent basis and includes all normal recurring adjustments that management considers necessary for a fair presentation of the information shown.

 

     Years Ended January 31,

 
     2003

    2004

 
     Quarter Ended

    Quarter Ended

 
     Apr. 30

    Jul. 31

    Oct. 31

    Jan. 31

    Apr. 30

    Jul. 31

    Oct. 31

    Jan. 31

 

Total revenues

   $ 105,774     $ 112,290     $ 107,322     $ 120,586     $ 120,791     $ 117,126     $ 117,390     $ 144,004  

Percent of total revenues

     23.7 %     25.1 %     24.1 %     27.1 %     24.2 %     23.5 %     23.5 %     28.8 %

Gross profit

   $ 40,475     $ 43,210     $ 41,617     $ 43,714     $ 42,555     $ 43,438     $ 43,664     $ 51,940  

Gross profit as a percentage of total revenues

     38.3 %     38.5 %     38.8 %     36.3 %     35.2 %     37.1 %     37.2 %     36.1 %

Operating profit

   $ 8,874     $ 9,900     $ 9,162     $ 11,244     $ 9,433     $ 10,218     $ 9,044     $ 13,072  

Operating profit as a percentage of total revenues

     8.4 %     8.8 %     8.5 %     9.3 %     7.8 %     8.7 %     7.7 %     9.1 %

Net income available for common stockholder

   $ 4,241     $ 4,776     $ 3,844     $ 5,606     $ 4,499     $ 4,936     $ 4,737     $ 8,214  

Net income available for common stockholder as a percent of revenue

     4.0 %     4.3 %     3.6 %     4.6 %     3.7 %     4.2 %     4.0 %     5.7 %

Outstanding shares:

                                                                

Basic

     16,747       16,720       16,720       16,720       16,720       16,720       16,720       20,744  

Diluted

     16,747       16,720       16,720       16,720       16,720       16,720       16,720       21,353  

Earnings per share:

                                                                

Basic

   $ 0.25     $ 0.29     $ 0.23     $ 0.34     $ 0.27     $ 0.30     $ 0.28     $ 0.40  

Diluted

   $ 0.25     $ 0.29     $ 0.23     $ 0.34     $ 0.27     $ 0.30     $ 0.28     $ 0.38  

 

Liquidity and Capital Resources

 

We have historically financed our operations through a combination of cash flow generated from operations and external borrowings, including primarily bank debt and asset-backed securitization facilities. In December

 

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2003, we completed our IPO and received net proceeds of the offering of approximately $58.4 million. Of this amount, approximately $51.3 million was used to reduce existing balance sheet debt and the balance was placed into short-term investments and is available to meet our general working capital requirements. At January 31, 2004, we had cash and cash equivalents of $11.9 million and we generally expect that cash generated from operations will be sufficient to meet our capital expenditure requirements.

 

During the year ended January 31, 2004, net cash provided by operating activities increased $13.5 million from negative $1.1 million for the year ended January 31, 2003, to positive $12.4 million for the year ended January 31, 2004. This increase in cash flow from operating activities resulted primarily from improvements in operations, increases in depreciation and amortization expense, and net positive changes in working capital. As we further develop our growth, we expect to continue to generate positive cash flow from operating activities.

 

We offer promotional credit programs to certain customers which provide for “same as cash” interest free periods of varying terms, generally three, six or 12 months. These promotional accounts are eligible for securitization up to the limits provided for in our securitization agreements. This limit is currently 18.0% of eligible securitized receivables. The percentage of eligible securitized receivables represented by promotional receivables was 10.1%, 12.0%, 14.4%, and 15.0% as of July 31, 2001, January 31, 2002, January 31, 2003 and January 31, 2004, respectively. If we exceed this 20.0% limit, we would be required to use some of our other capital resources to fund the unpaid balance of the receivables for the promotional period. The weighted average promotional period was 11.1 and 10.9 months for promotional receivables outstanding as of January 31, 2003 and January 31, 2004, respectively. The weighted average remaining term on those same promotional receivables was 7.5 and 8.0 months, respectively. While overall these promotional receivables have a much shorter average weighted life than non-promotional receivables, we receive less income as a result of a reduced net interest margin used in the calculation of the gain on the sale of the receivables. As a result, the existence of the interest free extended payment terms negatively impacts the gains or losses as compared to the other receivables.

 

Net cash used by investing activities decreased $6.9 million, or 46.1%, from $15.1 million for the year ended January 31, 2003, to $8.1 million for the year ended January 31, 2004. The decrease in cash used resulted primarily from a reduction in purchases of property and equipment and an increase in proceeds from sale of property. The decrease in cash expended for property and equipment resulted from fewer new store openings and relatively fewer stores that were updated in the 2004 period. Based on current plans, we do expect to increase the expenditure for property and equipment in the next fiscal year as we open at least four to six new stores and a distribution center in the Dallas/Fort Worth market. We estimate that capital expenditures for the 2005 fiscal year will approximate $12 million to $15 million.

 

Net cash generated by financing activities decreased $11.9 million from $17.1 million net cash provided during the year ended January 31, 2003, to $5.2 million net cash provided during the year ended January 31, 2004. This change resulted primarily from the net proceeds of our IPO of $58.4 million that was offset by the effect of repayments of additional borrowings under our bank credit facility in 2004, an increase in the payment of promissory notes, and redemption of preferred stock. As part of our IPO, all interest bearing debt was retired with the use of the proceeds generated from the infusion of new capital. Such funds generated will not be available in 2005; nor are we expected to incur significant net borrowings and repayments under our bank credit facilities.

 

In September 2002, we increased our bank credit facility from $35.0 million to $55.0 million to provide our ongoing working capital needs. In April 2003, we amended and restated our bank credit facility in anticipation of our IPO. At that time, the facility consisted of a term loan and a revolving credit facility. The revolver portion of the credit facility provides for up to $40.0 million subject to a borrowing base equal to the lesser of: (1) 85% of eligible receivables plus 65% of eligible inventory plus the lesser of 40% of deferred sales proceeds and eligible unpurchased receivables; and (2) $15.0 million. As part of the use of the IPO proceeds, the term loan was retired completely and the revolver portion of the bank credit facility was reduced to a balance of zero. The balance of the revolver at January 31, 2004 remained at zero. Loans under the revolving credit facility may, at our option, bear interest at either the alternate base rate, which is the greater of the administrative agent’s prime rate or the federal funds rate, or the adjusted LIBOR rate for the applicable interest period, in each case plus an applicable interest margin. The interest margin is between 0.50% and 1.75% for base rate loans and between 1.50% and 2.75% for LIBOR alternative rate loans. The applicable interest margin was 1.00% for base rate loans and 2.00% for LIBOR alternative rate loans as of January 31, 2004. The interest margin will vary depending on our debt coverage ratio. We make a practice of entering into underlying debt agreements that support the revolver portion of the credit facility for periods of three months or less.

 

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Approximately $10.0 million of the additional amount available under our increased bank credit facility was used to implement our new asset-backed securitization program, including funding of transaction expenses and required additional credit enhancements. In addition, the portion of each future receivable advanced in cash under the securitization program has been reduced from approximately 85% to approximately 80% of the face amount of the receivable. Since this results in an increase in the retained balance of accounts receivable, we must finance this increase through sources other than the securitization program itself. We have used, and will continue to require, a portion of our increased bank credit facility, IPO proceeds or cash generated from operations to finance this increased level of accounts receivable.

 

We are subject to certain affirmative and negative covenants contained in our bank credit facility, including covenants that restrict, subject to specified exceptions, the incurrence of additional indebtedness and other obligations and the granting of additional liens; mergers, acquisitions, investments, and disposition of assets; dividends; stock redemptions; capital expenditures; loan guarantees; and use of proceeds of the credit facility. The exceptions provided in the credit facility could allow for transactions to occur outside of the credit facility limitations as follows: additional indebtedness and other obligations totaling approximately $55.0 million; granting of additional liens totaling approximately $32.5 million; capital expenditures of $17.5 million for any twelve month period; and $15.0 million in loan guarantees for the acquisition and development of sites with leases in favor of us. There are also covenants relating to compliance with certain laws, payments of taxes, maintenance of insurance and financial reporting. In addition, the credit facility requires us to maintain, as of each fiscal quarter end, a minimum net worth equal to $55.0 million plus 75% of net income after May 1, 2002, and 100% of any capital stock issued; as of each fiscal quarter end for the twelve month period ending on that date, a total leverage ratio of no greater than 2.75 to 1.00; a debt service coverage ratio no less than 2.0 to 1.00; and as of each fiscal quarter, an average receivables charge-off ratio no greater than .05 to 1.00, an average receivables extension ratio no greater than .04 to 1.00, and an average receivables delinquency ratio no greater than .12 to 1.00. We have been and are in compliance with such positive and negative covenants.

 

Events of default under the credit facility include, subject to grace periods and notice provisions in certain circumstances, non-payment of principal, interest or fees; violation of covenants; material inaccuracy of any representation or warranty; default under or acceleration of certain other indebtedness; bankruptcy and insolvency events; certain judgments and other liabilities; certain environmental claims; and a change of control. If an event of default occurs, the lenders under the credit facility are entitled to take various actions, including accelerating amounts due under the credit facility and requiring that all such amounts be immediately paid in full. Our obligations under the credit facility are secured by all of our and our subsidiaries’ assets, excluding customer receivables owned by the QSPE.

 

Based on current operating plans, we believe that cash provided by operating activities, available borrowings under our credit facility, access to the unfunded portion of the variable funding portion of our asset- backed securitization program and our current net investments will be sufficient to fund our operations, store expansion and updating activities and capital expenditure programs through at least January 31, 2005. However, there are several factors that could decrease cash provided by operating activities, including:

 

    reduced demand for our products;

 

    more stringent vendor terms on our inventory purchases;

 

    increases in product cost that we may not be able to pass on to our customers;

 

    reductions in product pricing due to competitor promotional activities;

 

    increases in the retained portion of our receivables portfolio under our current asset-backed securitization program as a result of changes in performance;

 

    inability to expand our capacity for financing our receivables portfolio under new or replacement asset-backed securitization programs or a requirement that we retain a higher percentage of the credit portfolio under such programs;

 

    increases in the program costs (interest and administrative fees relative to our receivables portfolio) associated with the funding of our receivables; and

 

    increases in personnel costs required for us to stay competitive in our markets.

 

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If cash provided by operating activities during this period is less than we expect or if we need additional financing for future growth, we may need to increase our revolving credit facility or to undertake additional equity or debt offerings. We may not be able to obtain such financing on favorable terms, if at all.

 

Off-Balance Sheet Financing Arrangements

 

Since we extend credit in connection with a large portion of our retail, service maintenance and credit insurance sales, we created a QSPE, which we also refer to as the issuer, to purchase customer receivables from us and to issue asset-backed and variable funding notes to third parties to finance its purchase of these receivables. We transfer receivables, consisting of retail installment contracts and revolving accounts extended to our customers, to the issuer in exchange for cash, subordinated securities and the right to receive the interest spread between the assets held by the QSPE and the notes issued to third parties. The subordinated securities issued to us accrue interest based on prime rates and are subordinate to these third party notes.

 

At January 31, 2004, the issuer has issued two series of notes: a Series A variable funding note with a capacity of $250.0 million purchased by Three Pillars Funding Corporation and three classes of Series B notes in the aggregate amount of $200.0 million. The Series A variable funding note is rated A1/P1 by Standard and Poors and Moody’s, respectively. These ratings represent the highest rating (“highest quality”) of each rating agency’s three short-term investment grade ratings, except that Standard and Poors could add a “+” which would convert the “highest quality” rating to an “extremely strong” rating. The Series B notes consist of: Class A notes in the amount $120.0 million, rated Aaa by Moody’s representing the highest rating (“highest quality”) of the four long term investment grade ratings provided by this organization; Class B notes in the amount $57.8 million, rated A2 by Moody’s representing the middle of the third rating (“upper medium quality”) of the four long term investment grade ratings provided by this organization; and Class C notes in the amount of $22.2 million, rated Baa2/BBB by Moody’s and Fitch, respectively. These ratings represent the lowest of the four investment grades (“medium quality”) provided by these organizations. The ratings disclosed are not recommendations to buy, sell or hold securities. These ratings may be changed or withdrawn at any time without notice, and each of the ratings should be evaluated independently of any other rating. We are not aware of a rating by any other rating organization and are not aware of any changes in these ratings. Private institutional investors, primarily insurance companies, purchased the Series B notes. The issuer used the proceeds of these issuances, along with funds provided by us from borrowings under our bank credit facility, to initially purchase eligible accounts receivable from us and to fund a required $8.0 million restricted cash account for credit enhancement of the Series B notes.

 

We are entitled to a monthly servicing fee, so long as we act as servicer, in an amount equal to .0025% multiplied by the average aggregate principal amount of receivables plus the amount of average aggregate defaulted receivables. The issuer records revenues equal to the interest charged to the customer on the receivables less losses, the cost of funds, the program administration fees paid to either Three Pillars Funding Corporation or the Series B note holders, and the servicing fee. SunTrust Capital Markets, Inc. serves as an administrative agent for Three Pillars Funding Corporation in connection with the Series A variable funding note.

 

The Series A variable funding note permits the issuer to borrow funds up to $250.0 million to purchase receivables from us, thereby functioning as a credit facility to accumulate receivables. When borrowings under the Series A variable funding note approach $250.0 million, the issuer intends to refinance the receivables by issuing a new series of notes and to use the proceeds to pay down the outstanding balance of the Series A variable funding note, so that the credit facility will once again become available to accumulate new receivables. As of January 31, 2004, borrowings under the Series A variable funding note were $71.0 million.

 

The Series A variable funding note matures on September 1, 2007. The issuer will repay the Series A variable funding note and any refinancing note with amounts received from customers pursuant to receivables that we transferred to the issuer. Beginning on October 20, 2006, the issuer will begin to make scheduled principal payments on the Series B notes with amounts received from customers pursuant to receivables that we transferred to the issuer. To the extent that the issuer has not otherwise repaid the Series B notes, they mature on September 1, 2010.

 

The Series A variable funding note bears interest at the commercial paper rate plus an applicable margin in most instances of 0.8%, and the Series B notes have fixed rates of 4.469%, 5.769% and 8.180% for the Class A, B and C notes, respectively. In addition, there is an annual administrative fee and a non-use fee associated with the unused portion of the committed facility.

 

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We are not directly liable to the lenders under the asset-backed securitization facility. If the issuer is unable to repay the Series A and Series B notes due to its inability to collect the transferred customer accounts, the issuer could not pay the subordinated notes it has issued to us in partial payment for transferred customer accounts, and the Series B lenders could claim the balance in the restricted cash account. We are also contingently liable under a $10.0 million letter of credit that secures our performance of our obligations or services under the servicing agreement as it relates to the transferred assets that are part of the asset-backed securitization facility.

 

The issuer is subject to certain affirmative and negative covenants contained in the transaction documents governing the Series A variable funding note and the Series B notes, including covenants that restrict, subject to specified exceptions: the incurrence of additional indebtedness and other obligations and the granting of additional liens; mergers, acquisitions, investments and disposition of assets; and the use of proceeds of the program. The issuer also makes covenants relating to compliance with certain laws, payment of taxes, maintenance of its separate legal entity, preservation of its existence, protection of collateral and financial reporting. In addition, the program requires the issuer to maintain a minimum net worth.

 

Events of default under the Series A variable funding note and the Series B notes, subject to grace periods and notice provisions in some circumstances, include, among others: failure of the issuer to pay principal, interest or fees; violation by the issuer of any of its covenants or agreements; inaccuracy of any representation or warranty made by the issuer; certain servicer defaults; failure of the trustee to have a valid and perfected first priority security interest in the collateral; default under or acceleration of certain other indebtedness; bankruptcy and insolvency events; failure to maintain certain loss ratios and portfolio yield; change of control provisions and certain events pertaining to us. The issuer’s obligations under the program are secured by the receivables and proceeds.

 

Both the bank credit facility and the asset-backed securitization program are significant factors relative to our ongoing liquidity and our ability to meet the cash needs associated with the growth of our business. Our inability to use either of these programs because of a failure to comply with their covenants would adversely affect our continued growth. Funding of current and future receivables under the asset-backed securitization program can be adversely affected if we exceed certain predetermined levels of extensions, write-offs, bankruptcies or other ineligible receivable amounts. If the funding under the asset-backed securitization program were reduced or terminated, we would have to draw down our bank credit facility more quickly than we have estimated.

 

A summary of the total receivables managed under the credit portfolio, including quantitative information about delinquencies, net credit losses and components of securitized assets, is presented in note 2 to our consolidated financial statements.

 

In an attempt to acquire retail lease space at more competitive rates, in 2001 we asked some members of our management team and the SGI Affiliates to form Specialized Realty Development Services, LP, or SRDS, a real estate development company that would acquire land and develop projects for our purposes. In order to encourage these members of management and the SGI Affiliates to invest in SRDS, we entered into an arrangement with SouthTrust Bank, NA under which we guaranteed the construction debt of SRDS during the construction of these projects. SRDS is owned by certain members of our management, including Thomas J. Frank, Sr., William C. Nylin, Jr., C. William Frank, David R. Atnip, David W. Trahan, Timothy L. Frank, Robert B. Lee, Jr., Larry W. Coker and Walter M. Broussard, and certain of the SGI Affiliates. While we do not own SRDS, we have applied the provisions Of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, or FIN 46, and have consolidated SRDS’s balance sheet with ours as of January 31, 2004. As of January 31, 2004, five of the six projects SRDS is responsible for developing were operational and the amount of outstanding indebtedness we had guaranteed under this arrangement had been reduced to zero. We do not have any current obligation to guarantee additional SRDS construction debt, and we do not intend to guarantee any SRDS construction debt in the future.

 

We have leased each completed project from SRDS as a retail store location for an initial period of 15 years. At the time each lease was executed, our guarantee for the construction portion of the real estate loan was released and the related assets and guaranty obligations were removed from our financial statements. The lease then served as collateral for the loan. SRDS charges us annual lease rates of approximately 11.5% of the total cost of each project, which averages approximately $350,000 per year. In addition, we are responsible for the payment of all property taxes, insurance and common area maintenance expenses, which average approximately $70,000 per project per year. We are required to fund all leasehold improvements made to the

 

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buildings. Based on independent appraisals performed on each project, we believe that the terms of the leases that have replaced the guaranty obligations are generally more favorable than we could obtain in an arms’ length transaction. SRDS pays us an annual management fee of $5,000 for administrative services that we provide to SRDS.

 

Certain Transactions

 

Since 1996, we have leased a retail store location of approximately 19,150 square feet in Houston, Texas from Thomas J. Frank, Sr., our Chairman of the Board and Chief Executive Officer. The lease provides for base monthly rental payments of $17,235 plus escrows for taxes, insurance and common area maintenance expenses of $6,200 monthly through January 31, 2011. We also have an option to renew the lease for two additional five-year terms. Mr. Frank received total payments under this lease of $291,000 in fiscal 2001, $145,000 in the six month fiscal period ended January 31, 2002, $281,000 in fiscal 2003 and fiscal 2004. Based on market lease rates for comparable retail space in the area, we believe that the terms of this lease are no less favorable to us than we could have obtained in an arms’ length transaction at the date of the lease commencement.

 

Contractual Obligations

 

The following table presents a summary of all of our contractual obligations as of January 31, 2004, classified by payments due per period.

 

          Payments due by period

     Total

   Less Than 1
Year


   1-3 Years

   3-5 Years

   After 5
Years


     (in thousands)

Long term debt, including SRDS (1)

   $ 14,512    $ 338    $ 648    $ 674    $ 12,852

Operating leases:

                                  

Real estate

     82,711      9,505      19,027      17,598      36,581

Equipment

     6,736      2,465      2,635      906      730
    

  

  

  

  

Total contractual cash obligations

   $ 103,959    $ 12,308    $ 22,310    $ 19,178    $ 50,163
    

  

  

  

  


(1)   In connection with the implementation of FIN 46, we have excluded the lease payments due to SRDS and have included scheduled debt repayments.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Interest rates under our bank credit facility are variable and are determined, at our option, as the base rate, which is the greater of prime rate or federal funds rate plus 0.50% plus the base rate margin, which ranges from 0.50% to 1.75%, or LIBOR plus the LIBOR margin, which ranges from 1.50% to 2.75%. Accordingly, changes in the prime rate, the federal funds rate or LIBOR, which are affected by changes in interest rates generally, will affect the interest rate on, and therefore our costs under, our bank credit facility. We are also exposed to interest rate risk associated with our interest only strip and the subordinated securities we receive from our sales of receivables to the QSPE. See footnote 2 to the audited financial statements for disclosures related to the sensitivity of the current fair value of the interest only strip and the subordinated securities to 10% and 20% adverse changes in the factors that affect these assets, including interest rates.

 

We held interest rate swaps and collars with notional amounts totaling $100.0 million and $20.0 million as of January 31, 2003 and January 31, 2004, respectively, with terms extending through April 2005. Those instruments were held for the purpose of hedging against variable interest rate risk, primarily related to cash flows from our interest-only strip as well as our variable rate debt. In fiscal 2003, hedge accounting was discontinued for $80.0 million of those swaps, and in fiscal 2004, hedge accounting was discontinued for the remaining $20.0 million. At the time the cash flow hedge designation was discontinued, we began to recognize changes in the fair value of the swaps as interest expense and to amortize the accumulated other comprehensive loss related to those derivates as interest expense over the period that the forecasted transactions effected the statement of operations. During fiscal 2003, we reclassified $1.8 million of losses previously recorded in accumulated other comprehensive losses into the statement of operations and recorded $(1.5) million into the statement of operations because of the change in fair value of the swaps. During fiscal 2004, we reclassified $0.2 million of losses previously recorded in accumulated other comprehensive losses into the statement of operations and recorded $(1.7) million into the statement of operations because of the change in fair value of the swaps.

 

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Prior to discontinuing these hedges, each period we recorded hedge ineffectiveness, which arose from differences between the interest rate stated in the derivative instrument and the interest rate upon which the underlying hedged transaction is based. Ineffectiveness totaled $0.5 million for the year ended July 31, 2001, $0.1 million for the six months ended January 31, 2002, $0.5 million for the twelve months ended January 31, 2002, and $0.1 million and $0.4 million for the years ended January 31, 2003 and 2004, respectively, and is reflected in “Interest Expense” in our consolidated statement of operations.

 

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

     Page

Report of Independent Auditors

   49

Consolidated Balance Sheets

   50

Consolidated Statements of Operations

   51

Consolidated Statements of Stockholders’ Equity

   52

Consolidated Statements of Cash Flows

   54

Notes to Consolidated Financial Statements

   55

 

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Report of Independent Auditors

 

The Board of Directors and

Stockholders of Conn’s, Inc.

 

We have audited the accompanying consolidated balance sheets of Conn’s, Inc. and subsidiaries as of January 31, 2003, and 2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended July 31, 2001, the six months ended January 31, 2002, and the years ended January 31, 2003 and 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(b). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Conn’s, Inc. and subsidiaries at January 31, 2003 and 2004, and the consolidated results of their operations and their cash flows for the year ended July 31, 2001, the six months ended January 31, 2002, and the years ended January 31, 2003 and 2004 in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

 

As discussed in Note 1 to the consolidated financial statements, effective February 1, 2002, the Company changed its method of accounting for goodwill and, effective January 31, 2004, the Company adopted Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities”.

 

ERNST & YOUNG LLP

 

Houston, Texas

April 2, 2004

 

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Table of Contents

Conn’s, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

     January 31,

 
     2003

    2004

 
Assets                 

Current Assets

                

Cash and cash equivalents

   $ 2,448     $ 12,942  

Accounts receivable, net of allowance for doubtful accounts of $117 and $1,919, respectively

     12,617       16,802  

Interest in securitized assets

     60,803       77,138  

Inventories

     46,118       53,742  

Deferred income taxes

     4,221       4,148  

Prepaid expenses and other assets

     3,473       3,031  
    


 


Total current assets

     129,680       167,803  

Debt issuance and other costs

     543       250  

Non-current deferred income tax asset

     4,785       3,945  

Property and equipment

                

Land

     3,746       10,708  

Buildings

     6,189       13,108  

Equipment and fixtures

     6,704       7,574  

Transportation equipment

     2,687       2,845  

Leasehold improvements

     42,219       48,504  
    


 


Subtotal

     61,545       82,739  

Less accumulated depreciation

     (23,279 )     (27,914 )
    


 


Total property and equipment, net

     38,266       54,825  

Goodwill, net

     7,917       7,917  

Other assets, net

     607       20  
    


 


Total assets

   $ 181,798     $ 234,760  
    


 


Liabilities and Stockholders’ Equity                 

Current Liabilities

                

Notes payable

   $ 7,500     $ —    

Current portion of long-term debt

     7,928       338  

Accounts payable

     24,501       26,412  

Accrued expenses

     8,601       12,800  

Income taxes payable

     949       3,528  

Deferred income taxes

     449       313  

Deferred revenue

     6,873       6,225  

Fair value of derivatives

     2,895       1,121  
    


 


Total current liabilities

     59,696       50,737  

Long-term debt

     36,564       14,174  

Non-current deferred tax liability

     250       477  

Deferred gain on sale of property

     977       811  

Fair value of derivatives

     1,642       202  

Minority interest

     —         1,769  

Stockholders’ equity

                

Preferred stock ($0.01 par value, 300,000 shares authorized; 174,648 issued and outstanding

at January 31, 2003; none issued and outstanding at January 31, 2004), 10% cumulative

dividend

     15,226       —    

Common stock ($0.01 par value, 40,000,000 shares authorized; 17,175,480 and 23,101,772

shares issued and 16,719,990 and 23,101,772 shares outstanding at January 31, 2003 and

2004, respectively)

     172       231  

Accumulated other comprehensive income

     2,751       5,032  

Additional paid in capital

     —         82,656  

Retained earnings

     68,131       78,671  

Treasury stock at cost (455,490 shares of common stock at January 31, 2003)

     (3,611 )     —    
    


 


Total stockholders’ equity

     82,669       166,590  
    


 


Total liabilities and stockholders’ equity

   $ 181,798     $ 234,760  
    


 


 

See notes to consolidated financial statements.

 

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Table of Contents

Conn’s, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except earnings per share)

 

    

Year
Ended
July 31,

2001


   

Six Months
Ended
January 31,

2002


   

Twelve
Months
Ended
January 31,

2002


    Years Ended
January 31,


 
         2003

    2004

 
     (unaudited)  

Revenues

                                        

Product sales

   $ 259,847     $ 162,785     $ 298,344     $ 347,879     $ 398,618  

Service maintenance agreement commissions (net)

     18,742       11,921       22,282       22,961       24,035  

Service revenues

     13,799       7,905       14,922       18,656       18,265  
    


 


 


 


 


Total net sales

     292,388       182,611       335,548       389,496       440,918  

Finance charges and other

     34,869       24,285       42,977       56,477       58,392  
    


 


 


 


 


Total revenues

     327,257       206,896       378,525       445,973       499,310  

Cost and expenses

                                        

Cost of goods sold, including warehousing and occupancy costs

     198,840       125,536       229,625       272,559       313,637  

Cost of service parts sold, including warehousing and occupancy cost

     3,123       2,007       3,601       4,397       4,075  

Selling, general and administrative expense

     92,194       58,630       106,949       125,712       135,174  

Provision for bad debts

     1,734       1,286       2,406       4,125       4,657  
    


 


 


 


 


Total cost and expenses

     295,891       187,459       342,581       406,793       457,543  
    


 


 


 


 


Operating income

     31,366       19,437       35,944       39,180       41,767  

Interest expense

     3,754       2,940       4,855       7,237       4,577  
    


 


 


 


 


Earnings from continuing operations before income taxes

     27,612       16,497       31,089       31,943       37,190  

Provision for income taxes

                                        

Current

     (11,549 )     (6,750 )     (12,840 )     (13,207 )     (12,980 )

Deferred

     1,670       806       1,710       1,865       130  
    


 


 


 


 


Total provision for income taxes

     (9,879 )     (5,944 )     (11,130 )     (11,342 )     (12,850 )
    


 


 


 


 


Income from continuing operations

     17,733       10,553       19,959       20,601       24,340  

Discontinued operations

                                        

Income (loss) from discontinued operation, net

     (157 )     —         —         —         —    

Loss on disposal of discontinued operation, net

     (389 )     —         (389 )     —         —    
    


 


 


 


 


Net income

     17,187       10,553       19,570       20,601       24,340  

Less preferred dividends

     (2,173 )     (1,025 )     (1,939 )     (2,133 )     (1,954 )
    


 


 


 


 


Net income available for common stockholders

   $ 15,014     $ 9,528     $ 17,631     $ 18,468     $ 22,386  
    


 


 


 


 


Earnings per share

                                        

Basic

   $ 0.87     $ 0.56     $ 1.03     $ 1.10     $ 1.26  

Diluted

   $ 0.87     $ 0.55     $ 1.01     $ 1.10     $ 1.22  

Average common shares outstanding

                                        

Basic

     17,169       17,025       17,060       16,724       17,726  

Diluted

     17,194       17,327       17,383       16,724       18,335  

 

See notes to consolidated financial statements.

 

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Table of Contents

Conn’s, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share repurchase and redemption amounts)

 

    

Preferred

Stock


   

Common

Stock


  

Accum.
Other
Compre-
hensive

Income


   

Paid in

Capital


  

Retained

Earnings


     Treasury Stock

     Total

 
     Shares

    Amount

    Shares

    Amount

           Shares

   Amount

    

Balance July 31, 2000

   213     $ 18,520     17,305     $ 172    $ 2,748     $ —      $ 20,835      113    ($ 491 )    $ 41,785  

Net income

                                               17,187                      17,187  

Cumulative effect adjustment to adopt FAS 133, net of tax of $551

                                1,023                                     1,023  

Unrealized loss on derivative instruments, (net of tax of $1,972), net of reclassification adjustments of $279 (net of $156 tax)

                                (3,661 )                                   (3,661 )

Adjustment of fair value of interest in securitized assets, (net of tax of $1,967), net of reclassification adjustments of $2,555 (net of $1,423 tax)

                                3,530                                     3,530  
                                                                     


Total comprehensive income

                                                                      18,079  

Preferred stock redeemed $87.18 per share plus accrued dividends

   (36 )     (3,120 )                                 (977 )                    (4,097 )

Common stock forfeited

                 (66 )                                                     

Treasury stock purchased $9.41 per share

                                                      108      (888 )      (888 )
    

 


 

 

  


 

  


  
  


  


Balance July 31, 2001

   177       15,400     17,239       172      3,640       —        37,045      221      (1,379 )      54,879  

Net income

                                               10,553                      10,553  

Unrealized loss on derivative instruments, (net of tax of $200), net of reclassification adjustments of $957 (net of $539 tax)

                                (356 )                                   (356 )

Adjustment of fair value of interest in securitized assets, (net of tax of $33), net of reclassification adjustments of $4,267 (net of $2,404 tax)

                                59                                     59  
                                                                     


Total comprehensive income

                                                                      10,256  

Common stock forfeited

                 (64 )                                                  (1 )

Preferred stock redeemed $87.18 per share plus accrued dividends

   (2 )     (174 )                                 (68 )                    (242 )

Treasury stock purchased $9.41 per share

                                                      216      (2,032 )      (2,032 )
    

 


 

 

  


 

  


  
  


  


Balance January 31, 2002

   175       15,226     17,175       172      3,343       —        47,530      437      (3,411 )      62,860  

 

(continued on next page)

 

52


Table of Contents

Conn’s, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share repurchase and redemption amounts)

 

     Preferred Stock

   

Common

Stock


   

Accum.
Other
Compre-
hensive

Income


   

Paid in

Capital


  

Retained

Earnings


     Treasury Stock

    

Total


 
     Shares

    Amount

    Shares

    Amount

            Shares

     Amount

    

Balance January 31, 2002

   175       15,226     17,175       172       3,343       —        47,530      437        (3,411 )      62,860  

Net income

                                                20,601                        20,601  

Unrealized gain on derivative instruments, (net of tax benefit of $389), net of reclassification adjustments of $1,164 (net of tax of $641)

                                 691                                       691  

Adjustment of fair value of securitized assets, (net of tax of $722), net of reclassification adjustments of $3,126 (net of tax of $1,721)

                                 (1,283 )                                     (1,283 )
                                                                        


Total comprehensive income

                                                                         20,009  

Treasury stock purchased $10.83 per share

                                                       18        (200 )      (200 )
    

 


 

 


 


 

  


  

  


  


Balance January 31, 2003

   175       15,226     17,175       172       2,751       —        68,131      455        (3,611 )      82,669  

Preferred dividends declared

           10,194                                    (10,194 )                      —    

Preferred stock redeemed:

                                                                            

For cash

   (10 )     (1,454 )                                                           (1,454 )

For common stock

   (165 )     (23,966 )   1,712       17               23,949                               —    

Additional common stock issued at IPO

                 4,623       46               58,311                               58,357  

Exercise of options

                 47       1               396                               397  

Cancellation of treasury stock

                 (455 )     (5 )                    (3,606 )    (455 )      3,611        —    

Net income

                                                24,340                        24,340  

Unrealized gain on derivative instruments (net of tax of $794), net of reclassification adjustments of $158 (net of tax of $ 89)

                                 1,411                                       1,411  

Adjustment of fair value of securitized assets (net of tax of $489), net of reclassification adjustments of $ 239 (net of tax of $ 134)

                                 870                 </