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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)
December 1, 2005
----------------------------
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 2.02 Results of Operations and Financial Condition.
On December 1, 2005, the Company issued a press release announcing its
earnings for the quarter ended October 31, 2005. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01(c) Exhibits.
Exhibit 99.1 Press Release, dated December 1, 2005
All of the information contained in Item 2.02 and Item 9.01(c) in this
Form 8-K and the accompanying exhibit shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference in any filing under the Securities Act of
1933, as amended.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONN'S, INC.
Date: December 1, 2005 By: /s/ David L. Rogers
-------------------------------
David L. Rogers
Chief Financial Officer
3
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated December 1, 2005
4
Exhibit 99.1
Conn's, Inc. Reports Record Earnings for the
Quarter and Nine Months Ended October 31, 2005
BEAUMONT, Texas--(BUSINESS WIRE)--Dec. 1, 2005--Conn's, Inc.
(NASDAQ/NM:CONN), a specialty retailer of home appliances, consumer
electronics, computers, mattresses and lawn and garden products, today
announced record results for the third quarter and nine months ended
October 31, 2005.
Net income for the third quarter increased 44.6% to $9.1 million
compared to $6.3 million for the third quarter of last year. Diluted
earnings per share were $0.38 compared with $0.27 for the third
quarter of last year. Total revenues for the quarter ended October 31,
2005 increased 30.4% to $173.3 million compared with $132.9 million
for the quarter ended October 31, 2004. This increase in revenue
included net sales increases of $37.9 million or 33.0% and increases
from "Finance charges and other" of $2.5 million or 13.8%. Same store
sales (revenues earned in stores operated for the entirety of both
periods) increased 23.3% for the third quarter ended October 31, 2005.
The strong same store sales performance was achieved through improved
execution, attention to detail, effective sales promotions and the
post-storm impact of Hurricanes Katrina and Rita.
Expenses incurred relative to Hurricane Rita for the quarter
totaled approximately $822,000. These expenses included costs of
repairs to facilities, loss of damaged merchandise and costs
associated with temporarily relocating and operating corporate
functions away from the storm-affected area, net of estimated probable
insurance reimbursement of $1.1 million. Due to evacuation orders
prior to the storm in the Houston market and actual loss of essential
services in the storm-affected area in Southeast Texas and Southwest
Louisiana after the storm, several stores were closed resulting in 134
lost store days during the quarter or approximately 2.7% of the
available store days. While the results for the quarter include loss
of revenue due to the closed stores, it also includes the positive
impact of increased sales due to replacement of storm-damaged
appliances and electronics. The overall net positive impact to third
quarter sales due to the storm is estimated at approximately 700 to
900 basis points of the same store sales increase.
Also impacted by the storm were collections on outstanding
customer receivables which has resulted in an increase in
delinquencies greater than sixty days of approximately 140 basis
points. Such an increase in delinquencies could ultimately result in
higher charge-offs in the next fiscal year. The Company and its QSPE
also temporarily experienced higher levels of bankruptcy filings in
the quarter in response primarily to a recent bankruptcy law change.
In providing for expected future charge-offs due to these events,
pretax income for the quarter was reduced by $1.0 million.
Net income for the nine months ended October 31, 2005 increased
35.3% to $28.3 million compared to $20.9 million for the nine months
ended October 31, 2004. Diluted earnings per share were $1.17 compared
with $0.88 for the first nine months of last year. Total revenues for
the nine months ended October 31, 2005 increased 22.6% to $495.8
million compared with $404.4 million for the nine months ended October
31, 2004. This increase in revenue included net sales increases of
$83.3 million, or 23.6%, and increases from "Finance charges and
other" of $8.1 million, or 15.6%. Same store sales (revenues earned in
stores operated for the entirety of both periods) increased 14.4% for
the nine months ended October 31, 2005.
During the third quarter, the Company continued its expansion into
the Dallas/Fort Worth Metroplex with the opening of a clearance center
in Mesquite, Texas, bringing the store count in this market to twelve
as of October, 2005. A new store opened in Harlingen, Texas, the first
week of August 2005, along with a store opened in San Antonio in
November, bring the Company's total store count to 56. In early
September, the Company began distributing product in the Dallas/Fort
Worth market from its new 150,000 square foot distribution center
located between Dallas and Fort Worth in Carrollton, Texas, and is
expanding its existing service center in the area to better serve this
growing market.
Thomas J. Frank, Conn's Chairman and Chief Executive Officer,
said, "This quarter presented us with numerous challenges, but our
people met them with uncommon dedication and determination to succeed.
The results are a testament to an extraordinary ability to execute and
a passion to win. Due to the nature of the events of this quarter, it
was necessary to record certain special charges, but we still had a
very good quarter."
EPS Guidance
As a result of its performance for the first nine months, the
Company is increasing its guidance for the year ending January 31,
2006 of earnings per diluted share from approximately $1.50 to $1.55
to approximately $1.60 to $1.65. Same store sales increases for the
year are projected to be in the range of 12% to 15%. The estimate of
earnings per diluted share is calculated in accordance with current
accounting principles, generally accepted in the United States.
Conference Call Information
Conn's, Inc. will host a conference call and audio webcast today,
December 1, 2005 at 10:00 AM, CDT, to discuss financial results for
the quarter and nine months ended October 31, 2005. The webcast will
be available live at www.conns.com and will be archived for one year.
Participants can join the call by dialing (800) 819-9193.
About Conn's, Inc.
The Company is a specialty retailer currently operating 56 retail
locations in Texas and Louisiana: eighteen stores in the Houston area,
twelve in the Dallas/Fort Worth Metroplex, eight in San Antonio, five
in Austin, four in Southeast Texas, one in Corpus Christi, two in
South Texas and six stores in Louisiana. It sells major home
appliances, including refrigerators, freezers, washers, dryers and
ranges, and a variety of consumer electronics, including projection,
plasma, DLP and LCD televisions, camcorders, computers and computer
peripherals, DVD players, portable audio and home theater products.
The Company also sells lawn and garden products and mattresses, and
continues to introduce additional product categories for the home to
help increase same store sales and to respond to its customers'
product needs.
Unlike many of its competitors, the Company provides flexible
in-house credit options for its customers. Historically, it has
financed, on average, approximately 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 in exchange for cash and subordinated securities represented by
asset-backed and variable funding notes issued to third parties.
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 annual report on Form 10-K filed on April 5,
2005 and current report on Form 8-K filed in connection with this
press release. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Except as required by law, the Company is not obligated
to publicly release any revisions to these forward-looking statements
to reflect the events or circumstances after the date of this press
release or to reflect the occurrence of unanticipated events.
Conn's, Inc.
CONDENSED, CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share)
Three Months Ended Nine Months Ended
October 31, October 31,
------------------- -------------------
2004 2005 2004 2005
--------- --------- --------- ---------
Revenues
Total net sales $115,121 $153,068 $352,514 $435,851
Finance charges and other 17,789 20,237 51,874 59,992
--------- --------- --------- ---------
Total revenues 132,910 173,305 404,388 495,843
Cost and expenses
Cost of goods sold,
including warehousing
and occupancy costs 82,523 110,024 253,002 314,520
Cost of parts sold,
including warehousing
and occupancy costs 1,159 1,334 3,354 3,795
Selling, general and
administrative expense 37,738 46,881 110,121 131,063
Provision for bad debts 1,373 929 4,022 2,524
--------- --------- --------- ---------
Total cost and expenses 122,793 159,168 370,499 451,902
--------- --------- --------- ---------
Operating income 10,117 14,137 33,889 43,941
Interest expense, net 615 74 1,764 488
--------- --------- --------- ---------
Income before minority
interest and income taxes 9,502 14,063 32,125 43,453
Minority interest in limited
partnership (113) - (359) -
--------- --------- --------- ---------
Income before income taxes 9,389 14,063 31,766 43,453
Total provision for income
taxes 3,074 4,932 10,888 15,196
--------- --------- --------- ---------
Net income $6,315 $9,131 $20,878 $28,257
========= ========= ========= =========
Earnings per share
Basic $0.27 $0.39 $0.90 $1.21
Diluted $0.27 $0.38 $0.88 $1.17
Average common shares
outstanding
Basic 23,206 23,458 23,175 23,378
Diluted 23,681 24,286 23,716 24,088
Conn's, Inc.
CONDENSED, CONSOLIDATED BALANCE SHEETS
(in thousands)
January 31, October 31,
2005 2005
------------ ------------
Assets
Current assets
Cash and cash equivalents $7,027 $36,165
Interests in securitized assets and
accounts receivable, net 131,294 142,186
Inventories 62,346 71,636
Deferred income taxes 4,901 6,941
Prepaid expenses and other assets 3,356 3,838
------------ ------------
Total current assets 208,924 260,766
Non-current deferred income tax asset 1,523 2,755
Total property and equipment, net 47,710 53,431
Goodwill and other assets, net 9,846 9,891
------------ ------------
Total assets $268,003 $326,843
============ ============
Liabilities and Stockholders' Equity
Current liabilities
Notes payable $5,500 $-
Current portion of long-term debt 29 11
Accounts payable 26,912 52,931
Accrued expenses 19,883 32,469
Fair value of derivatives 177 -
Other current liabilities 8,349 8,742
------------ ------------
Total current liabilities 60,850 94,153
Long-term debt 5,003 -
Non-current deferred income tax liability 704 877
Deferred gain on sale of property 644 518
Total stockholders' equity 200,802 231,295
------------ ------------
Total liabilities and stockholders'
equity $268,003 $326,843
============ ============
Conn's, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Nine Months
Ended October 31,
----------------------
2004 2005
---------- ----------
Net cash provided by operating activities $597 $51,852
---------- ----------
Cash flows from investing activities
Purchase of property and equipment (14,957) (14,107)
Proceeds from sale of property 1,072 22
---------- ----------
Net cash used in investing activities (13,885) (14,085)
Cash flows from financing activities
Net borrowings (payments) under bank credit
facilities, debt costs 9,563 (10,630)
Net proceeds from stock issued under employee
benefit plans 925 2,022
Payment of promissory notes (52) (21)
---------- ----------
Net cash provided by (used in) financing
activities 10,436 (8,629)
---------- ----------
Impact on cash of consolidation of SRDS 284 -
---------- ----------
Net change in cash (2,568) 29,138
Cash and cash equivalents
Beginning of the year 12,942 7,027
---------- ----------
End of period $10,374 $36,165
========== ==========
CALCULATION OF GROSS MARGIN PERCENTAGE
(dollars in thousands)
Three Months Ended Nine Months Ended
October 31, October 31,
------------------- -------------------
2004 2005 2004 2005
--------- --------- --------- ---------
Total revenues $132,910 $173,305 $404,388 $495,843
Less cost of goods and parts
sold, including warehousing
and occupancy cost (83,682) (111,358) (256,356) (318,315)
--------- --------- --------- ---------
Gross margin dollars $49,228 $61,947 $148,032 $177,528
========= ========= ========= =========
Gross margin percentage 37.0% 35.7% 36.6% 35.8%
PORTFOLIO STATISTICS
For the periods ended January 31, 2003, 2004, 2005
and October 31, 2004 and 2005
(dollars in thousands, except average outstanding balance per account)
1/31/03 1/31/04 1/31/05 10/31/04 10/31/05
--------- --------- --------- --------- ---------
Total accounts 285,247 299,717 350,251 331,941 396,506
Total outstanding
balance $303,825 $349,470 $428,700 $400,499 $490,597
Average outstanding
balance per account $1,065 $1,166 $1,224 $1,207 $1,237
60 day delinquency $16,176 $18,267 $23,143 $21,507 $33,399
Percent delinquency 5.3% 5.2% 5.4% 5.4% 6.8%
Loan loss ratio 3.5% 3.4% 2.9% 3.4% 2.6%
CONTACT: Conn's, Inc., Beaumont
Thomas J. Frank, 409-832-1696 Ext. 3218