form8k.htm


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)
 
April 3, 2013
 

 
CONN'S, INC.
(Exact name of registrant as specified in charter)
 
Delaware
(State or other Jurisdiction of Incorporation or Organization)
 
1-34956
(Commission File Number)
 
06-1672840
(IRS Employer Identification No.)
 
4055 Technology Forest Blvd. Suite 210
The Woodlands, TX 77381
(Address of Principal Executive Offices and zip code)
 
 
(936) 230-5899
 (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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) 12 under the Securities Act (17 CFR 240.14d-2(b))
 
o
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 April 3, 2013, we issued a press release announcing our earnings for the fiscal quarter ended January 31, 2013.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibit 99.1     Press Release, dated April 3, 2013, announcing earnings for fiscal quarter ended January 31, 2013.

None of the information contained in Item 2.02 or Exhibit 99.1 of this Form 8-K shall be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and none of it shall be incorporated by reference in any filing under the Securities Act of 1933, as amended.
 
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:  April 3, 2013
By:
/s/ Brian E. Taylor
 
   
Brian E. Taylor
 
   
Vice President and
 
   
Chief Financial Officer
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
Description
   
Press Release, dated April 3, 2013, announcing earnings for fiscal quarter ended January 31, 2013.
 
 

ex99_1.htm

Exhibit 99.1
 
FOR IMMEDIATE RELEASE:

CONN’S, INC. ANNOUNCES RECORD FOURTH-QUARTER FISCAL 2013 EARNINGS

Adjusted diluted earnings per share of $0.54 for the quarter
Fiscal 2014 earnings guidance raised to $2.40 $2.50 per diluted share

THE WOODLANDS, TEXAS (April 3, 2013) – Conn’s, Inc. (NASDAQ:CONN), a specialty retailer of home appliances, furniture, mattresses, consumer electronics and provider of consumer credit, today announced its results for the quarter ended January 31, 2013.

Significant items for the fourth quarter of fiscal 2013 include:

 
-
Consolidated revenues grew 10.4% from the prior-year period to $250.3 million;
 
-
Same store sales increased 7.0% year-over-year, on top of same store sales growth of 12.1% last year;
 
-
Retail gross margin equaled 36.9% for the quarter;
 
-
Retail segment operating income was $19.8 million on an adjusted basis, over double the level reported in the prior-year period;
 
-
Adjusted credit segment operating income totaled $13.6 million, an increase of 12.2% from the prior-year quarter; and
 
-
Diluted earnings per share was $0.50 on a reported basis, versus $0.24 per share last year.

“Continued revenue and profitability improvement in our retail and credit operations generated record fourth-quarter and full-year results," stated Theodore M. Wright, the Company's Chairman and CEO. "Our five new Conn’s HomePlus stores are performing well and we plan to open 10 to 12 more over the balance of fiscal 2014.  Average revenue for the new stores was 1.6 times the overall Company average for the three months ended March 31, 2013, with approximately 36% of those sales generated from furniture and mattresses. Same store sales for February and March rose 15% on a combined basis over last year despite a 3% decline in same store sales of consumer electronics."
 
Retail Segment Results

Revenues were $208.7 million for the three-month period ended January 31, 2013, an increase of $18.4 million, or 9.7%, over the prior-year period. Furniture and mattress sales rose 54.2% from the same quarter last year, accounting for the majority of the reported growth.  Double-digit revenue growth was also reported for appliances and home office equipment. The year-over-year comparison also reflects the benefit of the five new Conn’s HomePlusTM stores opened in fiscal 2013 with January 2013 being the first full month all new stores were operating.  Additionally, 20 existing stores were updated to the Conn’s HomePlus format as of year-end, favorably influencing results. The closure of one store during the current quarter and seven stores in the previous four quarters tempered the reported growth.

For the quarter ended January 31, 2013, retail gross margin was 36.9%, an increase of 720 basis points over last year. Continued margin improvement was realized in each of the product categories – reflecting the benefit of the sale of higher price-point, higher-margin goods, and sourcing opportunities. The majority of the margin expansion was driven by the consumer electronic and appliance categories which accounted for almost two-thirds of product revenue for the current quarter.  Product margin on furniture and mattress sales rose 11.1 percentage points from the prior-year period to 46.7% of sales, also favorably impacting retail gross margin. Furniture and mattress sales were 20.9% of total product revenue in the current period and accounted for 30.8% of the total product gross profit.
 
 
 

 
 
Credit Segment Results

Revenues were $41.6 million for the current quarter, up 14.5% from the prior-year period.  The revenue increase was attributable primarily to a comparable year-over-year increase in the average receivable portfolio balance outstanding.  The portfolio balance rose to $741.5 million at year-end, from $643.3 million as of January 31, 2012, due to higher retail sales volumes and credit penetration over the past year. The portfolio interest and fee income yield was 18.7% for the three months ended January 31, 2013, relatively consistent with the prior-year period but down 60 basis points sequentially as a result of increased short-term, no-interest financing.

Provision for bad debts rose $2.4 million over last year to $12.7 million for the quarter ended January 31, 2013.  This additional provision was driven by the $57.8 million increase in the receivable portfolio during the current quarter 53.5% above the growth experienced in the fourth quarter of fiscal 2012.

Additional information on the credit portfolio and its performance may be found in the table included within this press release and in the Company’s Form 10-K to be filed with the Securities and Exchange Commission.

For the quarter ended January 31, 2013, the Company reported net income of $0.50 per diluted share, which includes pre-tax charges of $1.9 million associated with store closures and lease terminations, employee severance and the relocation of the Company’s corporate office to The Woodlands, Texas.  The Company’s reported net income was $0.24 per diluted share in the fourth quarter of fiscal 2012, and includes pre-tax costs and impairment charges of $5.1 million related to store closures.

Capital and Liquidity

During the fourth quarter of fiscal 2013, the Company completed a common stock offering in which it sold approximately 2.2 million shares of common stock and received net proceeds of $56.0 million, after deducting underwriting discounts and commissions and other offering-related expenses. Additionally, the Company received net proceeds of $22.4 million in connection with the sale and lease back of four properties.  The proceeds from these transactions were used to reduce outstanding debt balances.

As of January 31, 2013, the Company had $262.4 million outstanding under its asset-based loan facility, excluding $4.3 million of letters of credit. Additionally, as of January 31, 2013, the Company had $209.5 million of immediately available borrowing capacity, and an additional $68.8 million that could become available upon increases in eligible inventory and customer receivable balances under the borrowing base.

On March 27, 2013, the Company received an additional $40 million of lender commitments under its asset-based loan facility increasing total commitments to $585 million.
 
 
 

 
 
Outlook and Guidance

The Company increased earnings guidance for the fiscal year ending January 31, 2014, to diluted earnings per share of $2.40 to $2.50 on an adjusted basis. The following expectations were considered in developing the guidance for the full year:

 
-
Same stores sales up 3% to 8%;
 
-
New store openings of between 10 and 12;
 
-
Retail gross margin between 35.5% and 36.5%;
 
-
An increase in the credit portfolio balance;
 
-
Provision for bad debts of between 6.0% and 6.5% of the average portfolio balance outstanding;
 
-
Selling, general and administrative expense of between 28.0% and 29.0% of total revenues; and
 
-
Diluted shares outstanding of approximately 36.5 million.

Conference Call Information

Conn’s, Inc. will host a conference call and audio webcast on Wednesday, April 3, 2013, at 10:00 A.M. CT,  to discuss its earnings and operating performance for the quarter. A link to the live webcast, which will be archived for one year, and slides to be referred to during the call will be available at ir.Conns.com. Participants can join the call by dialing 877-754-5302 or 678-894-3020.

About Conn’s, Inc.

Conn’s is a specialty retailer currently operating 68 retail locations in Texas, Louisiana, Oklahoma, New Mexico and Arizona. The Company’s primary product categories include:

 
-
Home appliance, including refrigerators, freezers, washers, dryers, dishwashers and ranges;
 
-
Furniture and mattress, including furniture and related accessories for the living room, dining room and bedroom as well as both traditional and specialty mattresses;
 
-
Consumer electronic, including LCD, LED, 3-D and plasma televisions, Blu-ray players, home theater and video game products, camcorders, digital cameras, and portable audio equipment; and
 
-
Home office, including computers, tablets, printers and accessories.

Additionally, the Company offers a variety of products on a seasonal basis, including lawn and garden equipment, room air conditioners and outdoor furniture. Unlike many of its competitors, the Company provides flexible in-house credit options for its customers, in addition to third-party financing programs and third-party rent-to-own payment plans.

This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives. Statements containing the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," or the negative of such terms or other similar expressions are generally forward-looking in nature and not historical facts. Although we believe that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, we can give no assurance that such statements will prove to be correct. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by our forward-looking statements including, but not limited to: general economic conditions impacting our customers or potential customers; our ability to continue existing or offer new customer financing programs; changes in the delinquency status of our credit portfolio; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores and the updating of existing stores; technological and market developments and sales trends for our major product offerings; our ability to fund our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our revolving credit facility, and proceeds from accessing debt or equity markets; and the other risks detailed from time-to-time in our SEC reports, including but not limited to, our Annual Report on Form 10-K. 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, we are not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
 
 
 

 
 
CONN'S, INC. AND SUBSIDIARIES
CONDENSED, CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
 
   
Three Months Ended January 31,
   
Year Ended January 31,
 
   
2013
   
2012
   
2013
   
2012
 
Revenues
                       
Total net sales
  $ 208,352     $ 189,671     $ 714,267     $ 653,684  
Finance charges and other
    41,992       37,000       150,765       138,618  
Total revenues
    250,344       226,671       865,032       792,302  
Cost and expenses
                               
Cost of goods sold, including warehousing and occupancy costs
    129,641       130,719       454,682       455,493  
Cost of parts sold, including warehousing and occupancy costs
    1,452       1,554       5,965       6,527  
Selling, general and administrative expense
    72,942       62,491       253,189       237,098  
Provision for bad debts
    12,821       10,440       47,659       53,555  
Charges and credits
    1,875       5,082       3,025       9,928  
Total cost and expenses
    218,731       210,286       764,520       762,601  
Operating income
    31,613       16,385       100,512       29,701  
Interest expense
    3,888       3,978       17,047       22,457  
Loss on early extinguishment of debt
    79       -       897       11,056  
Other (income) expense, net
    (48 )     (11 )     (153 )     70  
Income (loss) before income taxes
    27,694       12,418       82,721       (3,882 )
Provision (benefit) for income taxes
    10,029       4,717       30,109       (159 )
Net income (loss)
  $ 17,665     $ 7,701     $ 52,612     $ (3,723 )
                                 
Earnings (loss) per share:
                               
Basic
  $ 0.52     $ 0.24     $ 1.60     $ (0.12 )
Diluted
  $ 0.50     $ 0.24     $ 1.56     $ (0.12 )
Average common shares outstanding:
                               
Basic
    34,072       31,997       32,862       31,860  
Diluted
    35,161       32,572       33,768       31,860  
 
 
 

 
 
CONN'S, INC. AND SUBSIDIARIES
CONDENSED RETAIL SEGMENT FINANCIAL INFORMATION
(unaudited)
(in thousands, except per share amounts)
 
   
Three Months Ended January 31,
   
Year Ended January 31,
 
   
2013
   
2012
   
2013
   
2012
 
Revenues
                       
Product sales
  $ 189,712     $ 173,446     $ 649,516     $ 596,360  
Repair service agreement commissions
    15,718       12,629       51,648       42,078  
Service revenues
    2,922       3,596       13,103       15,246  
Total net sales
    208,352       189,671       714,267       653,684  
Finance charges and other
    379       657       1,236       1,335  
Total revenues
    208,731       190,328       715,503       655,019  
Cost and expenses
                               
Cost of goods sold, including warehousing and occupancy costs
    129,641       130,719       454,682       455,493  
Cost of parts sold, including warehousing and occupancy costs
    1,452       1,554       5,965       6,527  
Selling, general and administrative expense
    57,666       48,631       197,498       180,234  
Provision for bad debts
    128       121       758       590  
Charges and credits
    1,348       5,082       2,498       9,522  
Total cost and expenses
    190,235       186,107       661,401       652,366  
Operating income
    18,496       4,221       54,102       2,653  
Other (income) expense, net
    (48 )     (11 )     (153 )     70  
Income before income taxes
  $ 18,544     $ 4,232     $ 54,255     $ 2,583  
                                 
Retail gross margin
    36.9 %     29.7 %     35.2 %     28.7 %
Selling, general and administrative expense as percent of revenues
    27.6 %     25.6 %     27.6 %     27.5 %
Operating margin
    8.9 %     2.2 %     7.6 %     0.4 %
                                 
Number of stores:
                               
Beginning of period
    65       71       65       76  
Opened
    4       -       5       -  
Closed
    (1 )     (6 )     (2 )     (11 )
End of period
    68       65       68       65  
 
 
 

 

CONN'S, INC. AND SUBSIDIARIES
CONDENSED CREDIT SEGMENT FINANCIAL INFORMATION
(unaudited)
(in thousands)
 
   
Three Months Ended January 31,
   
Year Ended January 31,
 
   
2013
   
2012
   
2013
   
2012
 
Revenues
                       
Finance charges and other
  $ 41,613     $ 36,343     $ 149,529     $ 137,283  
Cost and expenses
                         
Selling, general and administrative expense
    15,276       13,860       55,691       56,864  
Provision for bad debts
    12,693       10,319       46,901       52,965  
Charges and credits
    527       -       527       406  
Total cost and expenses
    28,496       24,179       103,119       110,235  
Operating income
    13,117       12,164       46,410       27,048  
Interest expense
    3,888       3,978       17,047       22,457  
Loss on early extinguishment of debt
    79       -       897       11,056  
Income (loss) before income taxes
  $ 9,150     $ 8,186     $ 28,466     $ (6,465 )
                                 
Selling, general and administrative expense as percent of revenues
    36.7 %     38.1 %     37.2 %     41.4 %
Operating margin
    31.5 %     33.5 %     31.0 %     19.7 %
 
MANAGED CUSTOMER RECEIVABLE PORTFOLIO STATISTICS
(dollars in thousands, except average outstanding balance per account)
 
   
January 31,
 
   
2013
   
2012
 
Data as of:
           
Total outstanding balance
  $ 741,544     $ 643,301  
Number of active accounts
    483,219       484,169  
Average outstanding customer balance
  $ 1,535     $ 1,329  
Balance 60+ days past due
  $ 52,839     $ 55,190  
Percent 60+ days past due
    7.1 %     8.6 %
Percent of portfolio re-aged
    11.7 %     13.8 %
Weighted average credit score of outstanding balances
    600       602  

 
   
Three Months Ended January 31,
   
Year Ended January 31,
 
   
2013
   
2012
   
2013
   
2012
 
Data for the periods ended:
                       
Weighted average origination credit score of sales financed
    611       617       614       621  
Weighted average monthly payment rate
    5.1 %     5.2 %     5.4 %     5.6 %
Interest and fee income yield, annualized
    18.7 %     18.8 %     18.6 %     18.7 %
Percent of bad debt charge-offs (net of recoveries) to average outstanding balance, annualized
    7.4 %     8.0 %     8.0 %     7.5 %
Percent of sales generated by payment option:
                         
In-house financing, including down payment
    74.6 %     66.5 %     70.9 %     60.4 %
Third-party financing
    16.1 %     15.2 %     14.8 %     12.5 %
Third-party rent-to-own option
    3.3 %     2.6 %     3.5 %     3.5 %
Total
    94.0 %     84.3 %     89.2 %     76.4 %
 
 
 

 

CONN'S, INC. AND SUBSIDIARIES
CONDENSED, CONSOLIDATED BALANCE SHEET
(unaudited)
(in thousands)

   
January 31,
 
   
2013
   
2012
 
Assets
           
Current Assets
           
Cash and cash equivalents
  $ 3,849     $ 6,265  
Customer accounts receivable, net
    378,050       316,385  
Other accounts receivable, net
    45,759       38,715  
Inventories
    73,685       62,540  
Deferred income taxes
    15,302       17,111  
Prepaid expenses and other assets
    11,599       11,542  
Total current assets
    528,244       452,558  
Long-term customer accounts receivable, net
    313,011       272,938  
Property and equipment, net
    46,994       38,484  
Deferred income taxes
    11,579       9,754  
Other assets, net
    10,029       9,564  
Total Assets
  $ 909,857     $ 783,298  
                 
Liabilities and Stockholders' Equity
               
Current Liabilities
               
Current portion of long-term debt
  $ 32,526     $ 726  
Accounts payable
    69,608       44,711  
Accrued expenses
    29,496       31,243  
Other current liabilities
    19,533       17,994  
Total current liabilities
    151,163       94,674  
Long-term debt
    262,531       320,978  
Other long-term liabilities
    21,713       14,275  
Stockholders' equity
    474,450       353,371  
Total liabilities and stockholders' equity
  $ 909,857     $ 783,298  
                 
Total debt as a percentage of stockholders’ equity
    62.2 %     91.0 %
 
 
 

 
 
NON-GAAP RECONCILIATION OF NET INCOME, AS ADJUSTED
AND DILUTED EARNINGS PER SHARE, AS ADJUSTED
(unaudited)
(in thousands, except earnings per share)
 
   
Three Months Ended January 31,
 
Year Ended January 31,
 
   
2013
   
2012
   
2013
   
2012
 
Net income (loss), as reported
  $ 17,665     $ 7,701     $ 52,612     $ (3,723 )
Adjustments:
                               
Costs related to store closings and lease terminations
    1,032       5,082       1,195       9,115  
Costs related to office relocation
    215       -       1,202       -  
Severance costs
    628       -       628       813  
Loss from early extinguishment of debt
    79       -       897       11,056  
Inventory reserve adjustment
    -       -       -       4,669  
Charge to record reserves required by the adoption of troubled debt restructuring accounting guidance
    -       -       -       27,487  
Reserves previously provided related to accounts considered restructured under the troubled debt restructuring accounting guidance
    -       -       -       (13,350 )
Tax impact of adjustments
    (688 )     (1,789 )     (1,381 )     (14,006 )
Net income, as adjusted
  $ 18,931     $ 10,994     $ 55,153     $ 22,061  
                                 
Average common shares outstanding - Diluted
    35,161       32,572       33,768       31,860  
                                 
Earnings (loss) per share - Diluted
                               
As reported
  $ 0.50     $ 0.24     $ 1.56     $ (0.12 )
As adjusted
  $ 0.54     $ 0.34     $ 1.63     $ 0.69  
 
 
 

 
 
NON-GAAP RECONCILIATION OF RETAIL SEGMENT
OPERATING INCOME, AS ADJUSTED
(unaudited)
(in thousands)
 
   
Three Months Ended January 31,
   
Year Ended January 31,
 
   
2013
   
2012
   
2013
   
2012
 
Operating income, as reported
  $ 18,496     $ 4,221     $ 54,102     $ 2,653  
Adjustments:
                               
Costs related to store closings and lease terminations
    1,032       5,082       1,195       9,115  
Costs related to office relocation
    215       -       1,202       -  
Severance costs
    101       -       101       407  
Inventory reserve adjustment
    -       -       -       4,669  
Operating income, as adjusted
  $ 19,844     $ 9,303     $ 56,600     $ 16,844  
                                 
Retail segment revenues
  $ 208,731     $ 190,328     $ 715,503     $ 655,019  
                                 
Operating margin
                               
As reported
    8.9 %     2.2 %     7.6 %     0.4 %
As adjusted
    9.5 %     4.9 %     7.9 %     2.6 %

NON-GAAP RECONCILIATION OF CREDIT SEGMENT
OPERATING INCOME, AS ADJUSTED
(unaudited)
(in thousands)
 
   
Three Months Ended January 31,
   
Year Ended January 31,
 
   
2013
   
2012
   
2013
   
2012
 
Operating income, as reported
  $ 13,117     $ 12,164     $ 46,410     $ 27,048  
Adjustments:
                               
Severance costs
    527       -       527       406  
Charge to record reserves required by the adoption of troubled debt restructuring accounting guidance
    -       -       -       27,487  
Reserves previously provided related to accounts considered restructured under the troubled debt restructuring accounting guidance
    -       -       -       (13,350 )
Operating income, as adjusted
  $ 13,644     $ 12,164     $ 46,937     $ 41,591  
                                 
Credit segment revenues
  $ 41,613     $ 36,343     $ 149,529     $ 137,283  
                                 
Operating margin
                               
As reported
    31.5 %     33.5 %     31.0 %     19.7 %
As adjusted
    32.8 %     33.5 %     31.4 %     30.3 %
 
 
 

 
 
Basis for presentation of non-GAAP disclosures:

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles ("GAAP"), the Company also provides the following information: adjusted net income and adjusted earnings per diluted share; adjusted retail segment operating income and adjusted operating margin; and adjusted credit segment operating income and operating margin. These non-GAAP financial measures are not meant to be considered as a substitute for comparable GAAP measures but should be considered in addition to results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations and the factors and trends affecting the Company’s business. The Company’s management believes these non-GAAP financial measures are useful to financial statement readers because (1) they allow for greater transparency with respect to key metrics the Company uses in its financial and operational decision making and (2) they are used by some of its institutional investors and the analyst community to help them analyze the Company’s operating results.
 
CONN-F

Conn’s, Inc.
Chief Financial Officer
Brian Taylor (936) 230-5899
or
Investors:
S.M. Berger & Company
Andrew Berger (216) 464-6400