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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________
Date of Report (Date of earliest event reported): August 17, 2006
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Conn's, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-50421 06-1672840
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3295 College Street
Beaumont, Texas 77701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (409) 832-1696
___________
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure.
During the next several weeks, Conn's, Inc. (the "Company") intends to
disclose certain material non-public information to persons described in
paragraph (b)(1) of Rule 100 of Regulation FD promulgated by the United States
Securities and Exchange Commission. Presented below, in compliance with
Regulation FD, is the material non-public information disclosed:
"Composition of the Pool of Receivables
The following tables detail characteristics of the Installment Contract
Receivables and Revolving Charge Receivables sold by subsidiaries of the Company
to Conn Funding II, L.P., a qualified special purpose entity (the "QSPE") that
the Company created in 2002 for the issuance of asset-backed and variable
funding notes to third parties secured by certain of the Company's receivables
sold to the QSPE, as of June 30, 2006:
Composition of Installment Contract Receivables of Issuer by Original Term
as of June 30, 2006
Percentage of
Number of Total Number of Percentage of
Installment Installment Total Weighted
Original Term Contract Contract Outstanding Outstanding Average Original
in Months (1) Receivables (3) Receivables Balance (2)(3) Balance Term in Months
------------- --------------- ----------- -------------- ------- -----------------
0 to 6 8,744 2.32% $ 2,172,455 0.46% 5.76
7 to 12 39,556 10.48% 16,804,498 3.58% 11.91
13 to 18 18,371 4.87% 12,650,147 2.70% 17.74
19 to 24 42,864 11.36% 34,619,914 7.38% 23.92
25 to 30 5,024 1.33% 3,945,603 0.84% 28.13
31 to 36 217,776 57.69% 330,312,662 70.40% 35.99
37 to 48 38,606 10.23% 58,268,969 12.42% 40.64
49 + 6,541 1.73% 10,397,650 2.22% 56.86
------- ------ ------------ ------ -----
Totals 377,482 100.00% $469,171,898 100.00% 34.58
======= ====== ============ ====== =====
(1) Upon structuring a new Installment Contract Receivable, Conn's limits the
initial term to 48 months with no more than 5% of the number of accounts or
Outstanding Principal Balance exceeding 36 months. Installment Contract
Receivables can subsequently be extended beyond their initial term, subject
to the Company's credit and collections policy. "Original Months"
represents the total term of the Installment Contract Receivables,
inclusive of extensions.
(2) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(3) Included in these amounts are 1,555 accounts with credit balances totaling
$254,399, which had various Original Terms in Months. These credit balances
are the result of customer overpayments or other credits (e.g., insurance
proceeds, return of merchandise or cancellation of service maintenance
agreements or insurance contracts) on which refunds or adjustments are due
and have not yet been issued.
Composition of Installment Contract Receivables of Issuer by Remaining Term
as of June 30, 2006
Percentage of
Number of Total Number of Percentage of Weighted
Installment Installment Total Average
Remaining Terms Contract Contract Outstanding Balance Outstanding Remaining Term
in Months(1) Receivables Receivables (2) Balance in Months
------------ ----------- ----------- --- ------- ---------
Not (3)
Applicable 1,555 0.41% $ (254,399) -0.05% 0.00
1 to 6 45,658 12.10% 10,821,987 2.31% 4.66
7 to 12 63,331 16.78% 36,851,179 7.85% 10.01
13 to 18 55,502 14.70% 53,429,132 11.39% 15.87
19 to 24 64,440 17.07% 85,030,370 18.12% 21.78
25 to 30 65,364 17.32% 114,232,198 24.35% 27.82
31 to 36 81,184 21.51% 167,880,873 35.78% 33.72
37 + 448 0.12% 1,180,558 0.25% 40.46
------- ------- ------------ ------ -----
Totals 377,482 100.00% $469,171,898 100.00% 25.59
======= ====== ============ ====== =====
(1) Upon structuring a new Installment Contract Receivable, Conn limits the
initial term to 48 months with no more than 5% of the number of accounts or
Outstanding Principal Balance exceeding 36 months. Installment Contract
Receivables can subsequently be extended beyond their initial term, subject
to the Credit and Collection Policies. "Remaining Months" represents the
total remaining term of the Installment Contract Receivables, inclusive of
such extensions.
(2) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(3) These credit balances are the result of customer overpayments or other
credits (e.g., insurance proceeds, return of merchandise or cancellation of
service maintenance agreements or insurance contracts) on which refunds or
adjustments are due and have not yet been issued.
Composition of Installment Contract Receivables of Issuer by Outstanding Balance
as of June 30, 2006
Percentage of
Number of Total Number Percentage of
Installment of Installment Total Average
Outstanding Contract Contract Outstanding Outstanding Outstanding
Balance Range Receivables Receivables Balance (1) Balance Balance
------------- ----------- ----------- ----------- ------- -------
Credit Balance (2) 1,555 0.41% $ (254,399) -0.05% $(164)
$0.01 to $500.00 103,014 27.29% 27,952,671 5.96% 271
$500.01 to $1,000.00 90,732 24.04% 66,640,337 14.20% 734
$1,000.01 to $2,000.00 110,592 29.30% 158,893,987 33.87% 1,437
$2,000.01 to $3,000.00 44,525 11.80% 107,789,005 22.97% 2,421
$3,000.01 to $4,000.00 17,265 4.57% 59,031,303 12.58% 3,419
$4,000.01 to $5,000.00 6,316 1.67% 27,832,598 5.93% 4,407
$5,000.01 + 3,483 0.92% 21,286,396 4.54% 6,112
------- ------ ------------ ------ ------
Totals 377,482 100.00% $469,171,898 100.00% $1,243
======= ====== ============ ====== ======
(1) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(2) These credit balances are the result of customer overpayments or other
credits (e.g., insurance proceeds, return of merchandise or cancellation of
service maintenance agreements or insurance contracts) on which refunds or
adjustments are due and have not yet been issued.
The following tables detail the Revolving Charge Receivables, as of the June 30,
2006:
Composition of Revolving Charge Receivables of Issuer by Age
as of June 30, 2006
Percentage of Percentage of
Number of Total Number of Total Weighted
Revolving Charge Revolving Charge Outstanding Outstanding Average Age in
Age in Months(2) Receivables (3) Receivables Balance (1)(3) Balance Months
---------------- --------------- ----------- -------------- ------- ------
0 to 6 7,189 23.33% $13,613,010 31.92% 3.02
7 to 12 4,983 16.17% 7,684,554 18.02% 9.71
13 to 18 2,494 8.09% 3,297,344 7.73% 15.37
19 to 24 2,177 7.07% 2,502,931 5.87% 21.19
25 to 30 764 2.48% 742,203 1.74% 27.07
31 to 36 650 2.11% 607,308 1.42% 33.66
37 to 48 1,478 4.80% 1,517,838 3.56% 41.86
49 to 60 943 3.06% 968,215 2.27% 54.06
60+ 10,133 32.89% 11,707,706 27.46% 142.70
------ ----- ---------- ----- ------
Totals 30,811 100.00% $42,641,109 100.00% 48.00
====== ====== =========== ====== =====
(1) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(2) Age in Months represents the number of months which have elapsed from the
date the account was originally opened. The account may or may not have had
balances outstanding in all such months. Only accounts with an Outstanding
Balance not equal to zero as of the Statistical Calculation Date are
reflected herein.
(3) Included in these amounts are 313 accounts with credit balances totaling
$13,574, which had various Ages in Months. These credit balances are the
result of customer overpayments or other credits (e.g., insurance proceeds,
return of merchandise or cancellation of service maintenance agreements or
insurance contracts) on which refunds or adjustments are due and have not
yet been issued.
2
Composition of Revolving Charge Receivables of Issuer by Outstanding Balance
as of June 30, 2006
Number of Percentage of Percentage of
Revolving Total Number of Total Average
Outstanding Charge Revolving Charge Outstanding Outstanding Outstanding
Balance Range Receivables Receivables Balance (1) Balance Balance
------------- ----------- ----------- ----------- ------- -------
Credit Balance(2) 313 1.02% $(13,574) -0.03% $ (43)
$0.01 to $500.00 7,806 25.34% 1,882,699 4.42% 241
$500.01 to $1,000.00 5,571 18.08% 4,119,970 9.66% 740
$1,000.01 to $2,000.00 9,517 30.89% 14,155,127 33.20% 1,487
$2,000.01 to $3,000.00 5,066 16.44% 12,272,915 28.78% 2,423
$3,000.01 to $4,000.00 1,666 5.41% 5,662,094 13.28% 3,399
$4,000.01 to $5,000.00 513 1.66% 2,255,770 5.29% 4,397
$5,000.01+ 359 1.17% 2,306,106 5.41% 6,424
------ ------ ----------- ------ ------
Totals 30,811 100.00% $42,641,109 100.00% $1,384
====== ====== =========== ====== ======
(1) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(2) These credit balances are the result of customer overpayments or other
credits (e.g., insurance proceeds, return of merchandise or cancellation of
service maintenance agreements or insurance contracts) on which refunds or
adjustments are due and have not yet been issued.
Composition of Revolving Charge Receivables of Issuer by Credit Limit
as of June 30, 2006
Number of Percentage of Percentage of
Revolving Total Number of Total Average
Charge Revolving Charge Outstanding Outstanding Outstanding
Credit Limit Range Receivables(3) Receivables Balance (1) (3) Balance Balance
------------------ -------------- ----------- -------------- ------- -------
Zero(2) 2,227 7.23% $2,132,719 5.00% $ 958
$0.01 to $500.00 3,000 9.74% 1,688,166 3.96% 563
$500.01 to $1,000.00 3,195 10.37% 2,367,093 5.55% 741
$1,000.01 to $2,000.00 7,494 24.32% 8,289,653 19.44% 1,106
$2,000.01 to $3,000.00 8,090 26.26% 13,389,516 31.40% 1,655
$3,000.01 to $4,000.00 3,772 12.24% 7,932,247 18.60% 2,103
$4,000.01 to $5,000.00 1,606 5.21% 3,379,192 7.92% 2,104
$5,000.01+ 1,427 4.63% 3,462,522 8.12% 2,426
------ ------ ----------- ------ ------
Totals 30,811 100.00% $42,641,109 100.00% $1,384
====== ====== =========== ====== ======
(1) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(2) Accounts with a zero balance credit limit are those set up for a single
purchase and are required to go through a full credit review for each
subsequent purchase or are accounts that have had an unacceptable payment
history and the limit has been cancelled until such time as the payment
history is acceptable.
(3) Included in these amounts are 313 accounts with credit balances totaling
$13,574, which had various Credit Limit Ranges. These credit balances are
the result of customer overpayments or other credits (e.g., insurance
proceeds, return of merchandise or cancellation of service maintenance
agreements or insurance contracts) on which refunds or adjustments are due
and have not yet been issued.
Composition of Receivables of Issuer by Credit Score
as of the June 30, 2006
Weighted
Percentage of Percentage of Average
Number of Total Number of Outstanding Total Outstanding Credit
Credit Score Range(1) Receivables Receivables Balance (2) Balance Score
--------------------- ----------- ----------- ----------- ------- -----
No Score 43,538 10.66% $49,890,224 9.75% N/A
Less than 525 20,194 4.95% 26,873,830 5.25% 510
525 to 549 44,286 10.85% 57,785,262 11.29% 538
550 to 574 69,031 16.91% 89,074,596 17.40% 562
575 to 599 59,339 14.53% 75,676,574 14.79% 586
600 to 624 51,699 12.66% 65,843,584 12.86% 612
625 to 649 40,179 9.84% 49,963,342 9.76% 636
650 to 674 28,162 6.90% 34,118,382 6.67% 661
675 to 699 18,696 4.58% 22,676,703 4.43% 686
700 and above 33,169 8.12% 39,910,511 7.80% 740
------- ------ ------------ ------ -----
Totals 408,293 100.00% $511,813,007 100.00% 604(3)
======= ====== ============ ====== =====
(1) Credit Score is the credit score obtained for an Obligor in connection with
such Obligor's most recent transaction and may not be the score obtained
when the account was opened.
(2) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(3) Total Weighted Average Credit Score excludes all "no score" accounts.
Loss, Delinquency, Revenue, Payment Rate and Dilution Experience
The following tables set forth the historical loss, delinquency, revenue,
payment rate and dilution experience with respect to all receivables for each of
the periods or at each of the dates shown, as applicable.
Loss Experience
(Dollars in Thousands)
For the Five
Months ended For the Twelve Months
June 30, Ended January 31,
------------ --------------------------------------------------
2006 2006 2005 2004
---- ---- ---- ----
Average Outstanding Principal Balance (1) $507,857 $457,734 $372,425 $306,118
Total Gross Losses (2) $9,466 $14,518 $12,939 $10,525
Total Gross Losses as a Percentage of
Average Outstanding Principal Balance(3) 4.5% 3.2% 3.5% 3.4%
Total Net Losses (4) $7,796 $11,240 $9,635 $7,254
Total Net Losses as a Percentage of Average
Outstanding Principal Balance (3) 3.7% 2.5% 2.6% 2.4%
(1) "Average Outstanding Principal Balance" is the average of the Outstanding
Principal Balance of all Receivables for each month during the indicated
period.
(2) "Total Gross Losses" are the Outstanding Principal Balances of all
Receivables that became Defaulted Receivables during the period indicated,
reduced by the amount of payments by the Sellers in respect of service
maintenance agreements and credit insurance premiums on such Defaulted
Receivables but does not include the amount of any reductions in the
Outstanding Principal Balance of any Receivable due to returned goods,
customer disputes or other miscellaneous adjustments.
(3) The percentages for the five-month period ended June 30, 2006 reflect
annualized figures.
(4) "Total Net Losses" are the Outstanding Principal Balances of all
Receivables that became Defaulted Receivables during that period indicated,
reduced by the amount of payments by the Sellers in respect of service
maintenance agreements and credit insurance premiums on such Defaulted
Receivables, less Recoveries (including, without limitation, fair market
value of repossessed Merchandise), but does not include the amount of any
reductions in the Outstanding Principal Balance of any Receivable due to
returned goods, customer disputes or other miscellaneous adjustments.
Delinquency Experience
(Dollars in Thousands)
As of June 30, As of January 31,
------------------ ---------------------------------------------------------------------
2006 2006 2005 2004
------------------ ------------------- ------------------- --------------------
Amount % Amount % Amount % Amount %
------ ------ ------ ------ ------ ------ -------- ------
Outstanding Balance (1)(2) $511,813 100.0% $501,328 100.0% $413,558 100.0% $336,574 100.0%
Delinquent Outstanding
Balance (1) (2)
31-60 Days......... 14,969 2.9% 12,311 2.5% 11,045 2.7% 8,501 2.5%
61-90 Days......... 7,761 1.5% 7,907 1.6% 5,900 1.4% 4,429 1.3%
91-120 Days........ 5,572 1.1% 5,057 1.0% 4,086 1.0% 3,048 0.9%
121 Days or more... 14,335 2.8% 17,707 3.5% 10,299 2.5% 8,434 2.5%
------- --- ------- --- ------- --- ------- ---
Total $42,636 8.3% $42,983 8.6% $31,329 7.6% $24,413 7.2%
======= === ======= === ======= === ======= ===
(1) "Outstanding Balance" consists of the Outstanding Principal Balance of the
Receivables including accrued and unpaid finance charges, but excludes
bankrupt accounts and accounts in repossession as of the end of the
indicated period.
(2) Included in these amounts are 1,868 accounts with credit balances totaling
$267,973. These credit balances are the result of customer overpayments or
other credits (e.g., insurance proceeds, return of merchandise or
cancellation of service maintenance agreements or insurance contracts) on
which refunds or adjustments are due and have not yet been issued.
Revenue Experience
(Dollars in Thousands)
For the Five For the Twelve Months
Months ended Ended January 31,
June 30, ---------------------------------------
2006 2006 2005 2004
---- ---- ---- ----
Average Outstanding Principal Balance (1) $507,857 $457,734 $372,425 $306,118
Finance Charge Collections(2) $41,224 $92,069 $75,194 $61,609
Average Portfolio Yield (3) 19.5% 20.1% 20.2% 20.1%
(1) "Average Outstanding Principal Balance" is the average of the average
Outstanding Principal Balance of all Receivables for each month during the
indicated period.
(2) "Finance Charge Collections" are comprised of Finance Charges and other
fees billed on Revolving Charge Receivables and monthly interest accrued
and other fees billed on Installment Contract Receivables.
(3) The percentage for the five-month period ended June 30, 2006 reflects
annualized figures.
Payment Rate Experience
For the Five
Months ended For the Twelve Months
June 30, Ended January 31,
------------- ---------------------------------------
2006 2006 2005 2004
---- ---- ---- ----
Monthly Payment Rate: (1)
Lowest Month 6.65% 5.97% 6.43% 6.13%
Highest Month 7.87% 7.76% 7.60% 7.72%
Monthly Average (2) 7.25% 6.78% 6.89% 6.92%
(1) "Monthly Payment Rate" for any month is the aggregate amount collected on
Receivables during the month, expressed as a percentage of the average
Outstanding Principal Balance of such Receivables for such month.
(2) "Monthly Average" reflects the arithmetic average of the Monthly Payment
Rate for the period indicated.
Dilution Experience
(Dollars in Thousands)
For the Five
Months ended For the Twelve Months
June 30, Ended January 31,
--------------- ---------------------------------------
2006 2006 2005 2004
---- ---- ---- ----
Average Outstanding Principal Balance(1) $507,857 $457,734 $372,425 $306,118
Total Dilution (2) $1,936 $6,904 $9,017 $6,771
Total Dilution as a percentage of
Average Outstanding Principal Balance (3) 0.9% 1.5% 2.4% 2.2%
(1) "Average Outstanding Principal Balance" is the average of the Outstanding
Principal Balances of all Receivables for each month during the indicated
period.
(2) "Total Dilution" represents the amount of any reductions in the Outstanding
Principal Balance of the Receivables due to returned goods, customer
disputes or other miscellaneous adjustments.
(3) The percentage for the five-month period ended June 30, 2006 reflects
annualized figures."
This information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Sec urities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONN'S, INC.
Date: August 17, 2006 By: /s/ David L. Rogers
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Name: David L. Rogers
Title: Chief Financial Officer