UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
December 7, 2004
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CONN'S, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
000-50421 06-1672840
(Commission File Number) (IRS Employer Identification No.)
3295 College Street
Beaumont, Texas 77701
(Address of Principal Executive
Offices and zip code)
(409) 832-1696
(Registrant's telephone
number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) 12 under the
Securities Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) 12 under the
Securities Act (17 CFR 240.13e-2(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 7, 2004, Specialized Realty Development Services, LP
("SRDS"), a variable interest entity that is consolidated into the Company's
financial statements pursuant to the provisions of Interpretation No. 46,
Consolidation of Variable Interest Entities, an Interpretation of Accounting
Research Bulletin No. 51, or FIN 46, entered into a definitive agreements for
the sale of its properties subject to the Company's current leases of six of its
store locations. Under the provisions of FIN 46, the Company expects that it
will no longer be required to consolidate the balance sheet of SRDS into the
Company's consolidated balance sheets once the sale is completed. However, the
consolidated statements of operations and cash flows for the Company are
expected to include the operations and cash flows of SRDS through the date the
sale is completed.
Item 9.01(c) Exhibits.
Exhibit 99.1 Press Release, dated December 13, 2004
All of the information contained in Item 1.01 and Item 9.01(c) in this
Form 8-K and the accompanying exhibit shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference in any filing under the Securities Act of
1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONN'S, INC.
Date: December 13, 2004 By: /s/ C. William Frank
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C. William Frank
Executive Vice President and Chief Financial
Officer
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release, dated December 13, 2004
Exhibit 99.1
Conn's, Inc. Reports Definitive Agreement Affecting
the Landlord in Six of Its Store Locations
BEAUMONT, Texas--(BUSINESS WIRE)--Dec. 13, 2004--Conn's, Inc.
(Nasdaq:CONN), a specialty retailer of home appliances, consumer
electronics, home office products, bedding and lawn and garden
products, today announced that Specialized Realty Development
Services, LP ("SRDS"), a variable interest entity that is consolidated
in its financial statements, has entered into a definitive agreement
to sell six store locations that the Company presently leases from
SRDS. As part of this transaction, GE Commercial Finance Business
Property ("GE") will assume the leases between the Company and SRDS.
As part of its enhanced corporate governance program, the
Company's Board of Directors decided to no longer transact real estate
business with SRDS. Accordingly, the Company requested that SRDS seek
an independent party to assume all of SRDS's leases with the Company.
On December 7, 2004, SRDS entered into a definitive agreement with
GE for the sale of the six store locations that are leased to the
Company. As required by Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research
Bulletin No. 51, or FIN 46, the Company has previously consolidated
the balance sheet and operations of SRDS into its consolidated
financial statements. However, once the sale of the stores is
finalized by SRDS (expected to be completed prior to January 31,
2005), the Company will no longer lease any properties from SRDS, and
the provisions of FIN 46 relative to variable interest entities will
no longer be applicable. Consequently, the consolidated balance sheet
at January 31, 2005 is not expected to include accounts of SRDS that
were previously consolidated with the Company's financial statements.
This exclusion would slightly de-leverage the Company's balance sheet,
and is expected to reduce cash, total property and equipment, debt and
minority interests reflected in the Company's financial statements by
approximately $0.5 million, $16.8 million, $15.2 million, and $2.1
million, respectively. However, the consolidated statements of
operations and cash flows for the Company are expected to include the
operations and cash flows of SRDS through the date the sale is
completed. The Company's shareholders' equity will not be impacted by
this transaction.
This transaction by SRDS will have no effect on the on-going
operations of the Company. However, since FIN 46 will no longer apply
to these leases, the Company will prospectively classify all lease
payments made under the leases as lease expense, as it does all other
operating leases, rather than recording depreciation, interest and
minority interest as previously reported under the provisions of FIN
46. The Company's pre-tax income will not be impacted.
"We are excited about this new relationship with GE, a world class
source of finance," said Thomas J. Frank, Conn's Chairman and Chief
Executive Officer. "We believe that it opens up new growth
opportunities for our stores," added Frank.
About Conn's, Inc.
The Company is a specialty retailer currently operating 49 retail
locations in Texas and Louisiana. It sells 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.
The Company also sells home office equipment, lawn and garden products
and bedding, and continues to introduce additional product categories
for the home to help increase same store sales and to respond to our
customers' product needs.
Unlike many of its competitors, the Company provides in-house
credit options for its customers. Historically, it has financed over
56% of retail sales. Customer receivables are financed substantially
through an asset-backed securitization facility, from which the
Company derives servicing fee income and interest income from these
assets. The Company transfers receivables, consisting of retail
installment contracts and revolving accounts extended to its
customers, to a qualifying special purpose entity, or the issuer, in
exchange for cash and subordinated securities represented by
asset-backed and variable funding notes issued to third parties.
About GE Commercial Finance, Business Property
GE Commercial Finance, Business Property is a leading provider of
single tenant/owner-occupied commercial real estate financing in the
U.S. With assets of over $13B, the business serves commercial real
estate owners, investors, developers, and brokers. A multi-solution
provider, the business offers conventional debt and SBA loans, as well
as flexible, structured products tailored to meet the capital needs of
small to middle market businesses in diverse industries.
This press release contains forward-looking statements that
involve risks and uncertainties. Such forward-looking statements
generally can be identified by the use of forward-looking terminology
such as "may," "will," "expect," "intend," "could," "estimate,"
"should," "anticipate," or "believe," or the negative thereof or
variations thereon or similar terminology. Although the Company
believes that the expectations reflected in such forward-looking
statements will prove to be correct, the Company can give no assurance
that such expectations will prove to have been correct. The actual
future performance of the Company could differ materially from such
statements. Factors that could cause or contribute to such differences
include, but are not limited to: the Company's growth strategy and
plans regarding opening new stores and entering new markets; the
Company's intention to update or expand existing stores; the Company's
estimated capital expenditures and costs related to the opening of new
stores or the update or expansion of existing stores; the Company's
cash flow from operations, borrowings from its revolving line of
credit and proceeds from securitizations to fund operations, debt
repayment and expansion; growth trends and projected sales in the home
appliance and consumer electronics industry and the Company's ability
to capitalize on such growth; relationships with the Company's key
suppliers; the results of the Company's litigation; interest rates;
weather conditions in the Company's markets; changes in the Company's
stock price; and the actual number of shares of common stock
outstanding. Further information on these risk factors is included in
the Company's filings with the Securities and Exchange Commission,
including the Company's Form 10-K filed on April 16, 2004. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
Except as required by law, the Company is not obligated to publicly
release any revisions to these forward-looking statements to reflect
the events or circumstances after the date of this press release or to
reflect the occurrence of unanticipated events.
CONTACT: Conn's, Inc., Beaumont
Thomas J. Frank, 409-832-1696 ext. 3218