Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549 
FORM 10-Q
(Mark One) 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 30, 2020
 or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from to .
Commission File Number 001-34956
CONN’S, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
06-1672840
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
 
2445 Technology Forest Blvd., Suite 800, The Woodlands, TX
 
77381
(Address of principal executive offices)
 
(Zip Code)
 Registrant’s telephone number, including area code:  (936) 230-5899
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
CONN
NASDAQ Global Select Market
Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 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 ý  No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
 
Accelerated filer
ý
 
 
 
 
 
Non-accelerated filer
o
 
Smaller reporting company
o
 
 
 
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 28, 2020
Class
 
Outstanding
Common stock, $0.01 par value per share
 
29,020,752


Table of Contents

CONN’S, INC. AND SUBSIDIARIES

FORM 10-Q
FOR THE FISCAL QUARTER ENDED APRIL 30, 2020

TABLE OF CONTENTS
 
 
 
 
Page No.
PART I.
 
FINANCIAL INFORMATION
 
 
Item 1.
 
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
Item 3.
 
 
Item 4.
 
 
PART II.
 
OTHER INFORMATION
 
 
Item 1.
 
 
Item 1A.
 
 
Item 2.
 
 
Item 3.
 
 
Item 4.
 
 
Item 5.
 
 
Item 6.
 
 
 
 
 
 
 
 
This Quarterly Report on Form 10-Q includes our trademarks such as “Conn’s,” “Conn’s HomePlus,” “YE$ YOU’RE APPROVED,” “YES Money,” “YE$ Money,” “YES Lease,” “YE$ Lease,” and our logos, which are protected under applicable intellectual property laws and are the property of Conn’s, Inc.  This report also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners.  Solely for convenience, trademarks and trade names referred to in this Quarterly Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.
References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc. and, as apparent from the context, its consolidated bankruptcy-remote variable-interest entities (“VIEs”), and its wholly-owned subsidiaries.



Table of Contents

PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
CONN’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and dollars in thousands, except per share amounts)
 
April 30,
2020

January 31,
2020
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
287,337


$
5,485

Restricted cash (includes VIE balances of $71,188 and $73,214, respectively)
73,455


75,370

Customer accounts receivable, net of allowances (includes VIE balances of $288,330 and $393,764, respectively)
548,169

 
673,742

Other accounts receivable
52,864


68,753

Inventories
204,923


219,756

Income taxes receivable
22,397


4,315

Prepaid expenses and other current assets
7,725


11,445

Total current assets
1,196,870

 
1,058,866

Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $252,013 and $420,454, respectively)
530,385


663,761

Property and equipment, net
186,655


173,031

Operating lease right-of-use assets
264,230

 
242,457

Deferred income taxes
46,746


18,599

Other assets
12,400


12,055

Total assets
$
2,237,286

 
$
2,168,769

Liabilities and Stockholders’ Equity
 

 
 

Current liabilities:
 

 
 

Current finance lease obligations
$
772

 
$
605

Accounts payable
61,437

 
48,554

Accrued compensation and related expenses
10,066

 
10,795

Accrued expenses
65,329

 
52,295

Operating lease liability - current
31,367

 
35,390

Income taxes payable
3,187

 
2,394

Deferred revenues and other credits
13,221

 
12,237

Total current liabilities
185,379

 
162,270

Operating lease liability - non current
355,868

 
329,081

Long-term debt and finance lease obligations (includes VIE balances of $607,920 and $768,121, respectively)
1,172,987


1,025,535

Other long-term liabilities
27,243


24,703

Total liabilities
1,741,477

 
1,541,589

Commitments and contingencies


 


Stockholders’ equity:
 

 
 

Preferred stock ($0.01 par value, 1,000,000 shares authorized; none issued or outstanding)

 

Common stock ($0.01 par value, 100,000,000 shares authorized; 32,493,973 and 32,125,055 shares issued, respectively)
325

 
321

Treasury stock (at cost; 3,485,441 shares and 3,485,441 shares, respectively)
(66,290
)
 
(66,290
)
Additional paid-in capital
123,831

 
122,513

Retained earnings
437,943

 
570,636

Total stockholders’ equity
495,809

 
627,180

Total liabilities and stockholders equity
$
2,237,286

 
$
2,168,769

See notes to condensed consolidated financial statements.


1

Table of Contents

CONN’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and dollars in thousands, except per share amounts)
 
Three Months Ended 
 April 30,
 
2020
 
2019
Revenues:
 
 
 
Product sales
$
207,198

 
$
234,445

Repair service agreement commissions
20,101

 
24,024

Service revenues
3,031

 
3,510

Total net sales
230,330

 
261,979

Finance charges and other revenues
86,830

 
91,533

Total revenues
317,160

 
353,512

Costs and expenses:
 
 
 
Cost of goods sold
147,014

 
157,228

Selling, general and administrative expense
113,007

 
117,914

Provision for bad debts
117,326

 
40,046

Charges and credits
2,055

 
(695
)
Total costs and expenses
379,402

 
314,493

Operating income (loss)
(62,242
)
 
39,019

Interest expense
14,993

 
14,497

Income (loss) before income taxes
(77,235
)
 
24,522

Provision (benefit) for income taxes
(21,033
)
 
5,013

Net income (loss)
$
(56,202
)
 
$
19,509

Income (loss) per share:
 
 
 
Basic
$
(1.95
)
 
$
0.61

Diluted
$
(1.95
)
 
$
0.60

Weighted average common shares outstanding:
 
 
 
Basic
28,822,396

 
31,882,003

Diluted
28,822,396

 
32,443,884

See notes to condensed consolidated financial statements.


2

Table of Contents

CONN’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited and in thousands, except for number of shares)
 
 
 
 
 
Additional Paid-in Capital
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Retained Earnings
 
Treasury Stock
 
 
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
Total
Balance January 31, 2020
32,125,055

 
$
321

 
$
122,513

 
$
570,636

 
(3,485,441
)
 
$
(66,290
)
 
$
627,180

Adoption of ASU 2016-13

 

 

 
(76,491
)
 

 

 
(76,491
)
Exercise of options and vesting of restricted stock, net of withholding tax
321,468

 
3

 
(1,288
)
 

 

 

 
(1,285
)
Issuance of common stock under Employee Stock Purchase Plan
47,450

 
1

 
176

 

 

 

 
177

Stock-based compensation

 

 
2,430

 

 

 

 
2,430

Net loss

 

 

 
(56,202
)
 

 

 
(56,202
)
Balance April 30, 2020
32,493,973

 
$
325

 
$
123,831

 
$
437,943

 
(3,485,441
)
 
$
(66,290
)
 
$
495,809


 
 
 
 
 
Additional Paid-in Capital
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Retained Earnings
 
Treasury Stock
 
 
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
Total
Balance January 31, 2019
31,788,162

 
$
318

 
$
111,185

 
$
508,472

 

 
$

 
$
619,975

Adoption of ASU 2016-02

 

 

 
6,160

 

 

 
6,160

Exercise of options and vesting of restricted stock, net of withholding tax
136,206

 
1

 
(1,241
)
 

 

 

 
(1,240
)
Issuance of common stock under Employee Stock Purchase Plan
12,158

 

 
198

 

 

 

 
198

Stock-based compensation

 

 
3,217

 

 

 

 
3,217

Net income

 

 

 
19,509

 

 

 
19,509

Balance April 30, 2019
31,936,526

 
$
319

 
$
113,359

 
$
534,141

 

 
$

 
$
647,819

See notes to condensed consolidated financial statements.


3

Table of Contents

CONN’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
 
Three Months Ended April 30,
 
2020
 
2019
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(56,202
)
 
$
19,509

Adjustments to reconcile net income to net cash from operating activities:
 

 
 

Depreciation
9,817

 
8,852

Change in right-of-use asset
7,534

 
6,739

Amortization of debt issuance costs
2,049

 
1,773

Provision for bad debts and uncollectible interest
137,456

 
52,330

Stock-based compensation expense
2,430

 
3,217

Charges, net of credits
2,055

 
(695
)
Deferred income taxes
(5,975
)
 
1,224

Tenant improvement allowances received from landlords
3,969

 
4,807

Change in operating assets and liabilities:
 

 
 

Customer accounts receivable
22,999

 
(8,352
)
Other accounts receivables
15,722

 
1,500

Inventories
14,833

 
6,932

Other assets
2,985

 
(7,164
)
Accounts payable
12,884

 
(13,852
)
Accrued expenses
4,258

 
(11,149
)
Operating leases
(10,514
)
 
(4,499
)
Income taxes
(14,748
)
 
(12,212
)
Deferred revenues and other credits
972

 
700

Net cash provided by operating activities
152,524

 
49,660

Cash flows from investing activities:
 

 
 

Purchases of property and equipment
(16,682
)
 
(13,119
)
Net cash used in investing activities
(16,682
)
 
(13,119
)
Cash flows from financing activities:
 

 
 

Proceeds from issuance of asset-backed notes

 
381,790

Payments on asset-backed notes
(161,534
)
 
(95,214
)
Borrowings under revolving credit facility
591,424

 
323,138

Payments on revolving credit facility
(284,524
)
 
(589,638
)
Payments on warehouse facility

 
(28,951
)
Payments of debt issuance costs and amendment fees
(4
)
 
(3,442
)
Proceeds from stock issued under employee benefit plans
177

 
403

Tax payments associated with equity-based compensation transactions
(1,285
)
 
(1,454
)
Other
(159
)
 
(300
)
Net cash provided by (used in) financing activities
144,095

 
(13,668
)
Net change in cash, cash equivalents and restricted cash
279,937

 
22,873

Cash, cash equivalents and restricted cash, beginning of period
80,855

 
64,937

Cash, cash equivalents and restricted cash, end of period
$
360,792

 
$
87,810

Non-cash investing and financing activities:
 
 
 
Right-of-use assets obtained in exchange for new finance lease liabilities
$
757

 
$
436

Right-of-use assets obtained in exchange for new operating lease liabilities
$
38,239

 
$
22,030

Property and equipment purchases not yet paid
$
11,965

 
$
5,594

Supplemental cash flow data:
 
 
 
Cash interest paid
$
8,608

 
$
8,605

Cash income taxes paid (refunded), net
$
(310
)
 
$
15,999

See notes to condensed consolidated financial statements.


4

Table of Contents

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.     Summary of Significant Accounting Policies 
Business. Conn’s, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its investments in its subsidiaries. References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc. and, as apparent from the context, its subsidiaries. Conn’s is a leading specialty retailer that offers a broad selection of quality, branded durable consumer goods and related services in addition to proprietary credit solutions for its core credit-constrained consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives.
We operate two reportable segments: retail and credit. Our retail stores bear the “Conn’s HomePlus” name with all of our stores providing the same products and services to a common customer group. Our stores follow the same procedures and methods in managing their operations. Our retail business and credit business are operated independently from each other. The credit segment is dedicated to providing short- and medium-term financing to our retail customers. The retail segment is not involved in credit approval decisions or collection efforts. Our management evaluates performance and allocates resources based on the operating results of the retail and credit segments.
Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements of Conn’s, Inc. and its wholly-owned subsidiaries, including its Variable Interest Entities (“VIEs”), have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) and prevailing industry practice for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The condensed consolidated financial position, results of operations and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The balance sheet at January 31, 2020 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020 (the “2020 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on April 14, 2020.
Fiscal Year. Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year ends.
Principles of Consolidation. The Condensed Consolidated Financial Statements include the accounts of Conn’s, Inc. and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. 
Variable Interest Entities. VIEs are consolidated if the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has (i) the power to direct the activities that most significantly impact the performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
We securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. We retain the servicing of the securitized portfolio and have a variable interest in each corresponding VIE by holding the residual equity. We have determined that we are the primary beneficiary of each respective VIE because (i) our servicing responsibilities for the securitized portfolio give us the power to direct the activities that most significantly impact the performance of the VIE and (ii) our variable interest in the VIE gives us the obligation to absorb losses and the right to receive residual returns that potentially could be significant. As a result, we consolidate the respective VIEs within our Condensed Consolidated Financial Statements.
Refer to Note 5, Debt and Financing Lease Obligations, and Note 7, Variable Interest Entities, for additional information.
Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ, even significantly, from these estimates. Management evaluates its estimates and related assumptions regularly, including those related to the allowance for doubtful accounts and allowances for no-interest option credit programs, which are particularly sensitive given the size of our customer portfolio balance.
Cash and Cash Equivalents. As of April 30, 2020 and January 31, 2020, cash and cash equivalents included cash and credit card deposits in transit. Credit card deposits in transit included in cash and cash equivalents were $4.4 million and $4.0 million as of April 30, 2020 and January 31, 2020, respectively. 


5

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Restricted Cash. The restricted cash balance as of April 30, 2020 and January 31, 2020 includes $57.6 million and $59.7 million, respectively, of cash we collected as servicer on the securitized receivables that was subsequently remitted to the VIEs and $13.9 million and $13.9 million, respectively, of cash held by the VIEs as additional collateral for the asset-backed notes.
Customer Accounts Receivable. Customer accounts receivable reported in the Condensed Consolidated Balance Sheet includes total receivables managed, including both those transferred to the VIEs and those not transferred to the VIEs. Customer accounts receivable are recognized at the time the customer takes possession of the product. As discussed in more detail below, Recent Accounting Pronouncements Adopted, effective February 1, 2020 the Company adopted ASC 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the newly adopted standard, expected lifetime losses on customer accounts receivable are recognized upon origination through an allowance for credit losses account that is deducted from the customer account receivable balance and presented net. Customer accounts receivable include the net of unamortized deferred fees charged to customers and origination costs. Customer receivables are considered delinquent if a payment has not been received on the scheduled due date. Accounts that are delinquent more than 209 days as of the end of a month are charged-off against the allowance for doubtful accounts along with interest accrued subsequent to the last payment.
In an effort to mitigate losses on our accounts receivable, we may make loan modifications to a borrower experiencing financial difficulty. In our role as servicer, we may also make modifications to loans held by the VIEs. The loan modifications are intended to maximize net cash flow after expenses and avoid the need to exercise legal remedies available to us. We may extend or “re-age” a portion of our customer accounts, which involves modifying the payment terms to defer a portion of the cash payments due. Our re-aging of customer accounts does not change the interest rate or the total principal amount due from the customer and typically does not reduce the monthly contractual payments. To a much lesser extent, we may provide the customer the ability to refinance their account, which typically does not change the interest rate or the total principal amount due from the customer but does reduce the monthly contractual payments and extend the term. We consider accounts that have been re-aged in excess of three months or refinanced as Troubled Debt Restructurings (“TDR” or “Restructured Accounts”).
On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law to address the economic impact of the COVID-19 pandemic. Under the CARES Act, modifications deemed to be COVID-19 related are not considered a TDR if the loan was current (not more than 30 days past due as of March 31, 2020) and the deferral was executed between April 1, 2020 and the earlier of 60 days after the termination of the COVID-19 national emergency or December 31, 2020. In response to the CARES Act, the Company implemented two short-term deferral programs for our customers. The carrying value of the customer receivables on accounts which were current prior to receiving a COVID-19 related deferment was $50.5 million as of April 30, 2020.
Interest Income on Customer Accounts Receivable. Interest income, which includes interest income and amortization of deferred fees and origination costs, is recorded using the interest method and is reflected in finance charges and other revenues. Typically, interest income is recorded until the customer account is paid off or charged-off and we provide an allowance for estimated uncollectible interest. We reserve for interest that is more than 60 days past due. Any contractual interest income received from customers in excess of the interest income calculated using the interest method is recorded as deferred revenue on our balance sheets. At April 30, 2020 and January 31, 2020, there was $10.4 million and $10.6 million, respectively, of deferred interest included in deferred revenues and other credits and other long-term liabilities. The deferred interest will ultimately be brought into income as the accounts pay off or charge-off.
We offer a 12-month no-interest option program. If the customer is delinquent in making a scheduled monthly payment or does not repay the principal in full by the end of the no-interest option program period (grace periods are provided), the account does not qualify for the no-interest provision and none of the interest earned is waived. Interest income is recognized based on estimated accrued interest earned to date on all no-interest option finance programs with an offsetting reserve for those customers expected to satisfy the requirements of the program based on our historical experience.
We recognize interest income on TDR accounts using the interest income method, which requires reporting interest income equal to the increase in the net carrying amount of the loan attributable to the passage of time. Cash proceeds and other adjustments are applied to the net carrying amount such that it equals the present value of expected future cash flows.
We place accounts in non-accrual status when legally required. Payments received on non-accrual loans are applied to principal and reduce the balance of the loan. At April 30, 2020 and January 31, 2020, the carrying value of customer accounts receivable in non-accrual status was $14.8 million and $12.5 million, respectively. At April 30, 2020 and January 31, 2020, the carrying value of customer accounts receivable that were past due 90 days or more and still accruing interest totaled $153.3 million and $132.7 million, respectively. At April 30, 2020 and January 31, 2020, the carrying value of customer accounts receivable in a bankruptcy status that were less than 60 days past due of $11.4 million and $12.1 million, respectively, were included within the customer receivables balance carried in non-accrual status.
Debt Issuance Costs. Costs that are direct and incremental to debt issuance are deferred and amortized to interest expense using the effective interest method over the expected life of the debt. All other costs related to debt issuance are expensed as incurred. We present debt issuance costs associated with long-term debt as a reduction of the carrying amount of the debt. Unamortized


6

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


costs related to the Revolving Credit Facility, as defined in Note 5, Debt and Financing Lease Obligations, are included in other assets on our Condensed Consolidated Balance Sheet and were $3.2 million and $3.5 million as of April 30, 2020 and January 31, 2020, respectively.
Income Taxes. For the three months ended April 30, 2020 and 2019, we utilized the estimated annual effective tax rate based on our estimated fiscal year 2021 and 2020 pre-tax income, respectively, in determining income tax expense.
Provision for income taxes for interim periods is based on an estimated annual income tax rate, adjusted for discrete tax items. As a result, our interim effective tax rates may vary significantly from the statutory tax rate and the annual effective tax rate.
For the three months ended April 30, 2020 and 2019, the effective tax rate was 27.2% and 20.4%, respectively. The primary factor affecting the increase in our effective tax rate for the three months ended April 30, 2020 was the impact of the tax loss carryback provisions of the CARES Act.
Stock-based Compensation. During the three months ended April 30, 2020, the Company granted performance stock awards (“PSUs”) and restricted stock awards (“RSUs”). The awards had a combined aggregate grant date fair value of $7.2 million. The PSUs will vest after the Company’s fiscal year 2024, if at all, upon certification by the compensation committee of the satisfaction of certain total shareholder return conditions over the three fiscal years commencing with the Company’s fiscal year 2021. The majority of the RSUs will vest, if at all, over periods of three to four years from the date of grant.
Stock-based compensation expense is recorded, net of estimated forfeitures, for share-based compensation awards over the requisite service period using the straight-line method. An adjustment is made to compensation cost for any difference between the estimated forfeitures and the actual forfeitures related to the awards. For equity-classified share-based compensation awards, expense is recognized based on the grant-date fair value. For equity-classified share-based compensation awards, expense is recognized based on the grant-date fair value. For stock option grants, we use the Black-Scholes model to determine fair value. For grants of restricted stock units, the fair value of the grant is the market value of our stock at the date of issuance. For grants of performance-based restricted stock units, the fair value is the market value of our stock at the date of issuance adjusted for the market condition using a Monte Carlo model.
The following table sets forth the RSUs and PSUs granted during the three months ended April 30, 2020 and 2019
 
Three Months Ended 
 April 30,
 
2020
 
2019
RSUs (1)
520,421

 
3,429

PSUs (2)
270,828

 

Total stock awards granted
791,249

 
3,429

Aggregate grant date fair value (in thousands)
$
7,207

 
$
71

(1)
The majority of RSUs issued during the three months ended April 30, 2020 and 2019 are scheduled to vest ratably over periods of three to four years from the date of grant.
(2)
The weighted-average assumptions used in the Monte Carlo model for the PSUs granted during the three months ended April 30, 2020 included expected volatility of 60.0%, an expected term of 3 years and risk-free interest rate of 1.42%No dividend yield was included in the weighted-average assumptions for the PSUs granted during the three months ended April 30, 2020.
For the three months ended April 30, 2020 and 2019, stock-based compensation expense was $2.4 million and $3.2 million, respectively.


7

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Earnings (loss) per Share. Basic earnings (loss) per share for a particular period is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effects of any stock options, RSUs and PSUs, which are calculated using the treasury-stock method. The following table sets forth the shares outstanding for the earnings per share calculations: 
 
Three Months Ended 
 April 30,
(in thousands)
2020
 
2019
Weighted-average common shares outstanding - Basic
28,822,396

 
31,882,003

Dilutive effect of stock options, PSUs and RSUs

 
561,881

Weighted-average common shares outstanding - Diluted
28,822,396

 
32,443,884

For the three months ended April 30, 2020 and 2019, the weighted average number of stock options, RSUs and PSUs not included in the calculation due to their anti-dilutive effect, was 1,832,902 and 859,970, respectively.
Fair Value of Financial Instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to subjectivity associated with the inputs to fair value measurements as follows:  
Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).
Level 3 – Inputs that are not observable from objective sources such as our internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in our internally developed present value of future cash flows model that underlies the fair-value measurement).
In determining fair value, we use observable market data when available, or models that incorporate observable market data. When we are required to measure fair value and there is not a market-observable price for the asset or liability or for a similar asset or liability, we use the cost or income approach depending on the quality of information available to support management’s assumptions. The cost approach is based on management’s best estimate of the current asset replacement cost. The income approach is based on management’s best assumptions regarding expectations of future net cash flows and discounts the expected cash flows using a commensurate risk-adjusted discount rate. Such evaluations involve significant judgment, and the results are based on expected future events or conditions such as sales prices, economic and regulatory climates, and other factors, most of which are often outside of management’s control. However, we believe assumptions used reflect a market participant’s view of long-term prices, costs, and other factors and are consistent with assumptions used in our business plans and investment decisions.
In arriving at fair-value estimates, we use relevant observable inputs available for the valuation technique employed. If a fair-value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement is characterized based on the lowest level of input that is significant to the fair-value measurement.
The fair value of cash and cash equivalents, restricted cash and accounts payable approximate their carrying amounts because of the short maturity of these instruments. The fair value of customer accounts receivable, determined using a Level 3 discounted cash flow analysis, approximates their carrying value, net of the allowance for doubtful accounts. The fair value of our Revolving Credit Facility approximates carrying value based on the current borrowing rate for similar types of borrowing arrangements. At April 30, 2020, the fair value of the Senior Notes outstanding, which was determined using Level 1 inputs, was $155.6 million as compared to the carrying value of $227.0 million, excluding the impact of the related discount. At April 30, 2020, the fair value of the asset backed notes was $553.9 million as compared to the carrying value of $611.5 million and was determined using Level 2 inputs based on inactive trading activity.
Deferred Revenue. Deferred revenue related to contracts with customers consists of deferred customer deposits and deferred RSA administration fees. During the three months ended April 30, 2020, we recognized $1.2 million of revenue for customer deposits deferred as of January 31, 2020. During the three months ended April 30, 2020, we recognized $1.1 million of revenue for RSA administrative fees deferred as of January 31, 2020.
Leases. In response to the COVID-19 pandemic, during the three months ended April 30, 2020, we began renegotiating our leases as a means of preserving liquidity. On April 10, 2020 the Financial Accounting Standards Board (“FASB”) issued guidance for lease concessions entered into in response to the COVID-19 pandemic that allows lessees to make an election not to evaluate


8

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


whether a lease concession provided by a lessor should be accounted for as a lease modification if it does not result in a substantial increase in the rights of the lessor or the obligations of the lessee. We have elected to apply this allowance to our COVID-19 lease concessions. As a result, for the three months ended April 30, 2020, there were no material modifications to our leases.
Recent Accounting Pronouncements Adopted. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASU 2016-13 replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. Under the new guidance entities must reserve an allowance for expected credit losses over the life of the loan. The measurement of expected credit losses is applicable to financial assets measured at amortized cost. The allowance for credit losses is a valuation account that is deducted from the customer account receivable’s amortized cost basis to present the net amount expected to be collected. Customer receivables are charged off against the allowance when management deems an account to be uncollectible. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2019-04 requires that the current estimate of recoveries are included in the allowance for credit losses.
Effective February 1, 2020, the Company adopted ASU 2016-13 and ASU 2019-04 using the modified retrospective approach. The Company has reviewed its entire portfolio of assets recognized on the balance sheet as of January 31, 2020 and identified Customer Accounts Receivables as the materially impacted asset in-scope of ASC 326. The risk of credit losses from the remaining portfolio of assets was concluded to be immaterial. Upon adoption of ASC 326 the Company recorded a net decrease to retained earnings of $76.5 million as of February 1, 2020. Results for reporting periods prior to February 1, 2020 are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under previously applicable GAAP.
The allowance for credit losses is measured on a collective (pool) basis where similar risk characteristics exist. Upon adoption of ASC 326, the Company elected to maintain the pools of customer accounts receivable that were previously accounted for under ASC 310 (Non-TDR Non-Reaged, Non-TDR Reaged, and TDR). These pools were segmented based on shared risk attributes, which include the borrower’s FICO score, product class, length of customer relationship and delinquency status. The allowance for credit losses was determined for each pool and added to the pool’s carrying amount to establish a new amortized cost basis. Changes to the allowance for credit losses after adoption are recorded through provision expense.
We have elected to use a risk-based, pool-level segmentation framework to calculate the expected loss rate. This framework is based on our historical gross charge-off history. In addition to adjusted historical gross charge-off rates, estimates of post-charge-off recoveries, including cash payments from customers, sales tax recoveries from taxing jurisdictions, and payments received under credit insurance and repair service agreement (“RSA”) policies are also considered. We also consider forward-looking economic forecasts based on a statistical analysis of economic factors (specifically, forecast of unemployment rates over the reasonable and supportable forecasting period). To the extent that situations and trends arise which are not captured in our model, management will layer on additional qualitative adjustments.
Pursuant to ASC 326 requirements, the Company has initially determined a 24-month reasonable and supportable forecast period for the Customer Accounts Receivable portfolio. We estimate losses beyond the 24-month forecast period based on historic loss rates experienced over the life of our historic loan portfolio by loan pool type. We will revisit our measurement methodology and assumption annually, or more frequently if circumstances warrant.
The cumulative effect of the changes made to the Company’s Consolidated Balance Sheet as a result of the adoption of ASC 326 were as follows:
 
Impact of Adoption of ASC 326
(in thousands)
Balance at January 31, 2020
Adjustments due to ASC 326
Balance at February 1, 2020
Assets
 
 
 
Customer accounts receivable
$
673,742

$
(49,701
)
$
624,041

Long-term portion of customer accounts receivable
663,761

(48,962
)
614,799

Deferred Income Taxes
18,599

22,172

40,771

Stockholders’ Equity
 
 
 
Retained Earnings
$
570,636

$
(76,491
)
$
494,145






9

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Changes due to Securities and Exchange Commission Regulation S-X Rules 13-01 and 13-02. In March 2020, the Securities and Exchange Commission (“SEC”) amended Regulation S-X to create Rules 13-01 and 13-02. These new rules reduce and simplify financial disclosure requirements for issuers and guarantors of registered debt offerings. Previously, with limited exceptions, a parent entity was required to provide detailed disclosures with regard to guarantors of registered debt offerings within the footnotes to the consolidated financial statements. Under the new regulations, disclosure exceptions have been expanded and required disclosures may be provided within the Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations rather than in the notes to the financial statements. Further, summarized guarantor balance sheet and income statements are permitted, with the requirement to provide guarantor cash flow statements eliminated. Summarized guarantor financial statements only need be disclosed for the current fiscal year rather than all years presented in the financial statements as was previously required. The guidance will become effective for filings on or after January 4, 2021, with early adoption permitted.
The Company has elected to early adopt the new regulations as of and for the three months ended April 30, 2020. Our summarized guarantor financial statements are now presented in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
2.    Customer Accounts Receivable
Customer accounts receivable consisted of the following:
(in thousands)
April 30,
2020
 
January 31,
2020
Customer accounts receivable (1)
$
1,499,965

 
$
1,602,037

Deferred fees and origination costs, net
(14,950
)
 
(15,746
)
Allowance for no-interest option credit programs
(13,208
)
 
(14,984
)
Allowance for uncollectible interest
(29,305
)
 
(23,662
)
Carrying value of customer accounts receivable
1,442,502

 
1,547,645

Allowance for credit losses (2)
(363,948
)
 
(210,142
)
Carrying value of customer accounts receivable, net of allowance for credit losses
1,078,554

 
1,337,503

  Short-term portion of customer accounts receivable, net
(548,169
)
 
(673,742
)
Long-term customer accounts receivable, net
$
530,385

 
$
663,761

 
Carrying Value
(in thousands)
April 30,
2020
 
January 31,
2020
Customer accounts receivable 60+ days past due (3)
$
192,501

 
$
193,797

Re-aged customer accounts receivable (4)
465,820

 
455,704

Restructured customer accounts receivable (5)
224,081

 
211,857

(1)
As of April 30, 2020 and January 31, 2020, the customer accounts receivable balance included $42.5 million and $43.7 million, respectively, in interest receivable. Net of the allowance for uncollectible interest, interest receivable outstanding as of April 30, 2020 and January 31, 2020 was $13.2 million and $20.0 million, respectively.
(2)
Our current methodology to estimate expected credit losses utilized macroeconomic forecasts as of April 30, 2020, which incorporated the estimated potential impact that the global outbreak COVID-19 may have on the U.S. economy. Our forecast utilized economic projections from a major rating service reflecting an increase in unemployment with some offsetting benefits related to the positive impacts of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).  As a result, our allowance for loan loss increased $65.5 million for the three months ended April 30, 2020. The allowance for credit losses as of January 31, 2020 is based on an incurred loss model, which reserves for expected credit losses over the next twelve months.
(3)
As of April 30, 2020 and January 31, 2020, the carrying value of customer accounts receivable past due one day or greater was $441.0 million and $527.0 million, respectively. These amounts include the 60+ days past due balances shown above.
(4)
The re-aged carrying value as of April 30, 2020 and January 31, 2020 includes $123.7 million and $131.4 million in carrying value that are both 60+ days past due and re-aged.
(5)
The restructured carrying value as of April 30, 2020 and January 31, 2020 includes $63.2 million and $64.8 million in carrying value that are both 60+ days past due and restructured.


10

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The allowance for credit losses included in the current and long-term portion of customer accounts receivable, net as shown in the Condensed Consolidated Balance Sheet were as follows:
(in thousands)
Three Months Ended April 30, 2020
Customer accounts receivable - current
$
752,960

Allowance for credit losses for customer accounts receivable - current
(204,791
)
Customer accounts receivable, net of allowances
548,169

Customer accounts receivable - non current
718,847

Allowance for credit losses for customer accounts receivable - non current
(188,462
)
Long-term portion of customer accounts receivable, net of allowances
530,385

Total customer accounts receivable, net
$
1,078,554

The following presents the activity in our allowance for credit losses and uncollectible interest for customer receivables: 
 
Three Months Ended April 30, 2020
 
Three Months Ended April 30, 2019
(in thousands)
Customer
Accounts
Receivable
 
 
Restructured
Accounts
 
 
 
Total
 
Customer
Accounts
Receivable
 
 
Restructured
Accounts
 
 
 
Total
Allowance at beginning of period, prior to adoption of ASC 326
$
145,680

 
$
88,123

 
$
233,803

 
$
147,123

 
$
67,756

 
$
214,879

Impact of adoption ASC 326
95,136

 
3,526

 
98,662

 

 

 

Provision for credit loss expense (1)
109,065

 
28,224

 
137,289

 
35,275

 
16,925

 
52,200

Principal charge-offs (2)
(46,351
)
 
(18,501
)
 
(64,852
)
 
(39,723
)
 
(14,809
)
 
(54,532
)
Interest charge-offs
(12,314
)
 
(5,300
)
 
(17,614
)
 
(9,099
)
 
(3,392
)
 
(12,491
)
Recoveries (2)(3)(4)
3,988

 
1,977

 
5,965

 
4,714

 
1,757

 
6,471

Allowance at end of period
$
295,204

 
$
98,049

 
$
393,253

 
$
138,290

 
$
68,237

 
$
206,527

Average total customer portfolio balance
$
1,333,197

 
$
224,565

 
$
1,557,762

 
$
1,368,094

 
$
190,228

 
$
1,558,322

(1)
Includes provision for uncollectible interest, which is included in finance charges and other revenues.
(2)
Charge-offs include the principal amount of losses (excluding accrued and unpaid interest). For the three months ended April 30, 2019, recoveries include the principal amount collected during the period for previously charged-off balances. For the three months ended April 30, 2020, recoveries include the principal amount collected during the period for previously charged-off balances and changes in expected future recoveries. Net charge-offs are calculated as the net of principal charge-offs and recoveries.
(3)
The increase in bad debt charge-offs, net of recoveries, was primarily due to higher risk loans originated during the first half of fiscal year 2020 and an increase in new customer mix.
(4)
For periods prior to fiscal year 2021, recoveries only included the principal amount collected during the period for previously charged-off balances.









11

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


We manage our Customer Accounts Receivable portfolio using delinquency as a key credit quality indicator. The following table presents the delinquency distribution of the carrying value of customer accounts receivable by year of origination. The information is updated as of April 30, 2020:
Delinquency Bucket
2020
2019
2018
2017
Prior
Total
% of Total
(in thousands)
 
 
 
 
 
 
 
Current
$
209,196

$
520,586

$
220,700

$
48,025

$
3,041

$
1,001,548

69.5
%
1-30
24,977

100,147

56,044

17,624

1,792

200,584

13.9
%
31-60
7,036

21,169

13,854

5,123

687

47,869

3.3
%
61-90
3,937

18,003

9,810

4,060

652

36,462

2.5
%
91+

77,232

52,382

22,477

3,948

156,039

10.8
%
Total
$
245,146

$
737,137

$
352,790

$
97,309

$
10,120

$
1,442,502

100.0
%
3.     Charges and Credits
Charges and credits consisted of the following:
 
Three Months Ended 
 April 30,
(in thousands)
2020
 
2019
Professional fees
$
2,055

 
$

Facility relocation costs

 
(695
)
Total charges and credits
$
2,055

 
$
(695
)
During the three months ended April 30, 2020, we recognized $2.1 million in professional fees associated with non-recurring expenses relating to fiscal year 2020. During the three months ended April 30, 2019, we recognized a $0.7 million gain from increased sublease income related to the consolidation of our corporate headquarters.
4.     Finance Charges and Other Revenues 
Finance charges and other revenues consisted of the following:
 
Three Months Ended 
 April 30,
(in thousands)
2020
 
2019
Interest income and fees
$
81,843

 
$
84,017

Insurance income
4,752

 
7,314

Other revenues
235

 
202

Total finance charges and other revenues
$
86,830

 
$
91,533

Interest income and fees and insurance income are derived from the credit segment operations, whereas other revenues are derived from the retail segment operations. Insurance income is comprised of sales commissions from third-party insurance companies that are recognized when coverage is sold and retrospective income paid by the insurance carrier if insurance claims are less than earned premiums.
During the three months ended April 30, 2020 and 2019, interest income and fees reflected provisions for uncollectible interest of $20.1 million and $12.3 million, respectively. The amounts included in interest income and fees related to TDR accounts for the three months ended April 30, 2020 and 2019 were $9.5 million and $8.1 million, respectively.


12

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


5.     Debt and Financing Lease Obligations 
Debt and financing lease obligations consisted of the following:
(in thousands)
April 30,
2020
 
January 31,
2020
Revolving Credit Facility
$
336,000

 
$
29,100

Senior Notes
227,000

 
227,000

2017-B VIE Asset-backed Class C Notes
35,421

 
59,655

2018-A VIE Asset-backed Class A Notes
23,016

 
34,112

2018-A VIE Asset-backed Class B Notes
13,880

 
20,572

2018-A VIE Asset-backed Class C Notes
13,880

 
20,572

2019-A VIE Asset-backed Class A Notes
46,906

 
76,241

2019-A VIE Asset-backed Class B Notes
60,239

 
64,750

2019-A VIE Asset-backed Class C Notes
58,155

 
62,510

2019-B VIE Asset-backed Class A Notes
191,191

 
265,810

2019-B VIE Asset-backed Class B Notes
85,540

 
85,540

2019-B VIE Asset-backed Class C Notes
83,270

 
83,270

Financing lease obligations
5,807

 
5,209

Total debt and financing lease obligations
1,180,305

 
1,034,341

Less:
 
 
 
Discount on debt
(1,264
)
 
(1,404
)
Deferred debt issuance costs
(5,282
)
 
(6,797
)
Current maturities of long-term debt and financing lease obligations
(772
)
 
(605
)
Long-term debt and financing lease obligations
$
1,172,987

 
$
1,025,535

Senior Notes. On July 1, 2014, we issued $250.0 million of unsecured Senior Notes due July 2022 bearing interest at 7.25% (the “Senior Notes”), pursuant to an indenture dated July 1, 2014 (as amended, the “Indenture”), among Conn’s, Inc., its subsidiary guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee. The effective interest rate of the Senior Notes after giving effect to the discount and issuance costs is 7.8%.
The Indenture restricts the Company’s and certain of its subsidiaries’ ability to: (i) incur indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock (“restricted payments”); (iii) prepay, redeem or repurchase debt that is junior in right of payment to the notes; (iv) make loans and certain investments; (v) sell assets; (vi) incur liens; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. During any time when the Senior Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we will cease to be subject to such covenants during such period. As of April 30, 2020, $162.0 million would have been free from the restricted payments covenant contained in the Indenture. Events of default under the Indenture include customary events, such as a cross-acceleration provision in the event that we fail to make payment of other indebtedness prior to the expiration of any applicable grace period or upon acceleration of indebtedness prior to its stated maturity date in an amount exceeding $25.0 million, as well as in the event a judgment is entered against us in excess of $25.0 million that is not discharged, bonded or insured.
Asset-backed Notes. From time to time, we securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. In turn, the VIEs issue asset-backed notes secured by the transferred customer accounts receivables and restricted cash held by the VIEs.
Under the terms of the securitization transactions, all cash collections and other cash proceeds of the customer receivables go first to the servicer and the holders of issued notes, and then to us as the holder of non-issued notes, if any, and residual equity. We retain the servicing of the securitized portfolios and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables. In addition, we, rather than the VIEs, retain all credit insurance income together with certain recoveries related to credit insurance and RSAs on charge-offs of the securitized receivables, which are reflected as a reduction to net charge-offs on a consolidated basis.
The asset-backed notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration provided by Rule 144A under the Securities Act of 1933. If an event of default were to occur under the indenture that governs the respective


13

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


asset-backed notes, the payment of the outstanding amounts may be accelerated, in which event the cash proceeds of the receivables that otherwise might be released to the residual equity holder would instead be directed entirely toward repayment of the asset-backed notes, or if the receivables are liquidated, all liquidation proceeds could be directed solely to repayment of the asset-backed notes as governed by the respective terms of the asset-backed notes. The holders of the asset-backed notes have no recourse to assets outside of the VIEs. Events of default include, but are not limited to, failure to make required payments on the asset-backed notes or specified bankruptcy-related events.
The asset-backed notes outstanding as of April 30, 2020 consisted of the following:
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset-Backed Notes
 
Original Principal Amount
 
Original Net Proceeds (1)
 
Current Principal Amount
 
Issuance Date
 
Maturity Date
 
Contractual Interest Rate
 
Effective Interest Rate (2)
2017-B Class C Notes
 
$
78,640

 
$
77,843

 
$
35,421

 
12/20/2017
 
11/15/2022
 
5.95%
 
6.44%
2018-A Class A Notes
 
219,200

 
217,832

 
23,016

 
8/15/2018
 
1/17/2023
 
3.25%
 
5.11%
2018-A Class B Notes
 
69,550

 
69,020

 
13,880

 
8/15/2018
 
1/17/2023
 
4.65%
 
5.26%
2018-A Class C Notes
 
69,550

 
68,850

 
13,880

 
8/15/2018
 
1/17/2023
 
6.02%
 
6.61%
2019-A Class A Notes
 
254,530

 
253,026

 
46,906

 
4/24/2019
 
10/16/2023
 
3.40%
 
4.85%
2019-A Class B Notes
 
64,750

 
64,276

 
60,239

 
4/24/2019
 
10/16/2023
 
4.36%
 
4.38%
2019-A Class C Notes
 
62,510

 
61,898

 
58,155

 
4/24/2019
 
10/16/2023
 
5.29%
 
5.09%
2019-B Class A Notes
 
317,150

 
315,417

 
191,191

 
11/26/2019
 
6/17/2024
 
2.66%
 
4.06%
2019-B Class B Notes
 
85,540

 
84,916

 
85,540

 
11/26/2019
 
6/17/2024
 
3.62%
 
3.98%
2019-B Class C Notes
 
83,270

 
82,456

 
83,270

 
11/26/2019
 
6/17/2024
 
4.60%
 
4.98%
Total
 
$
1,304,690

 
$
1,295,534

 
$
611,498

 
 
 
 
 
 
 
 
(1)
After giving effect to debt issuance costs.
(2)
For the three months ended April 30, 2020, and inclusive of the impact of changes in timing of actual and expected cash flows.
Revolving Credit Facility. On May 23, 2018, Conn’s, Inc. and certain of its subsidiaries (the “Borrowers”) entered into the Fourth Amended and Restated Loan and Security Agreement (the “Fourth A&R Loan and Security Agreement”), with certain lenders, which provides for a $650.0 million asset-based revolving credit facility (the “Revolving Credit Facility”) under which credit availability is subject to a borrowing base and a maturity date of May 23, 2022.
Loans under the Revolving Credit Facility bore interest, at our option, at a rate equal to LIBOR plus the applicable margin ranging from 2.50% to 3.25% per annum (depending on a pricing grid determined by our total leverage ratio) or the alternate base rate plus a margin ranging from 1.50% to 2.25% per annum (depending on a pricing grid determined by our total leverage ratio). The alternate base rate was the greatest of the prime rate, the federal funds effective rate plus 0.5%, or LIBOR for a 30-day interest period plus 1.0%. We also pay an unused fee on the portion of the commitments that is available for future borrowings or letters of credit at a rate ranging from 0.25% to 0.50% per annum, depending on the average outstanding balance and letters of credit of the Revolving Credit Facility in the immediately preceding quarter. The weighted-average interest rate on borrowings outstanding and including unused line fees under the Revolving Credit Facility was 4.9% for the three months ended April 30, 2020.
The Revolving Credit Facility provides funding based on a borrowing base calculation that includes customer accounts receivable and inventory and provides for a $40.0 million sub-facility for letters of credit to support obligations incurred in the ordinary course of business. The obligations under the Revolving Credit Facility are secured by substantially all assets of the Company, excluding the assets of the VIEs. As of April 30, 2020, we had immediately available borrowing capacity of $151.7 million under our Revolving Credit Facility, net of standby letters of credit issued of $2.5 million. We also had $159.8 million that could have become available under our Revolving Credit Facility were we to grow the balance of eligible customer receivables and total eligible inventory balances. On March 18, 2020, the Company completed the borrowing of an additional $275.0 million under its $650.0 million Revolving Credit Facility, maturing in May 23, 2022, as a precautionary measure to increase its cash position and maintain financial flexibility in response to the COVID-19 pandemic.
On June 5, 2020 we entered into the Third Amendment to our Revolving Credit Facility (the “Third Amendment”). Under the Third amendment, loans under the Revolving Credit Facility bear interest, at our option, at a rate of LIBOR plus a margin ranging from 3.00% to 3.75% per annum (depending on a pricing grid determined by our total leverage ratio) or the alternate base rate plus a margin ranging from 2.00% to 2.75% per annum (depending on a pricing grid determined by our total leverage ratio). The alternate base rate is a rate per annum equal to the greatest of the prime rate announced by Bank of America, N.A., the federal funds rate plus 0.5%, or LIBOR for a 30-day interest period plus 1.0%.


14

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The Revolving Credit Facility places restrictions on our ability to incur additional indebtedness, grant liens on assets, make distributions on equity interests, dispose of assets, make loans, pay other indebtedness, engage in mergers, and other matters. The Revolving Credit Facility restricts our ability to make dividends and distributions unless no event of default exists and a liquidity test is satisfied. Subsidiaries of the Company may pay dividends and make distributions to the Company and other obligors under the Revolving Credit Facility without restriction. We are restricted from making distributions, including repayments of the Senior Notes or other distributions, as a result of the Revolving Credit Facility distribution and payment restrictions. The Revolving Credit Facility contains customary default provisions, which, if triggered, could result in acceleration of all amounts outstanding under the Revolving Credit Facility.
Debt Covenants. On June 5, 2020 we entered into the Third Amendment, which waived the interest coverage covenants beginning with the first quarter of fiscal year 2021 and continuing until the date on which the Company delivers financial statements and a compliance certificate for the fourth quarter of fiscal year 2021. See Note 9, Subsequent Events, for further details. After giving effect to the foregoing amendment, as of April 30, 2020, we were in compliance with the covenants in our Revolving Credit Facility. If we were to breach certain covenants under our Revolving Credit Facility in the future, that breach might trigger a default under our Revolving Credit Facility, which, if not remedied, would require a waiver from the lenders under our Revolving Credit Facility or an amendment to our Revolving Credit Facility in order for us to avoid an event of default. There can be no assurances that, in the event of such a covenant breach, we would be able to obtain the necessary waivers or amendments to remain in compliance with the covenants in our Revolving Credit Facility.
A summary of the significant financial covenants that govern our Revolving Credit Facility, as amended, compared to our actual compliance status at April 30, 2020 is presented below: 
 
Actual
 
Required Minimum/ Maximum
Interest Coverage Ratio for the quarter must equal or exceed minimum
Not Tested
 
1.00:1.00
Interest Coverage Ratio for the trailing two quarters must equal or exceed minimum
Not Tested
 
1.50:1.00
Leverage Ratio must not exceed maximum
2.31:1.00
 
4.00:1.00
ABS Excluded Leverage Ratio must not exceed maximum
1.20:1.00
 
2.00:1.00
Capital Expenditures, net, must not exceed maximum
$35.3 million
 
$100.0 million
All capitalized terms in the above table are defined in the Revolving Credit Facility and may or may not match directly to the financial statement captions in this document. The covenants are calculated quarterly, except for capital expenditures, which is calculated for a period of four consecutive fiscal quarters, as of the end of each fiscal quarter.
6.     Contingencies
Securities Litigation. On May 15, 2020, a putative securities class action lawsuit was filed against us and two of our executive officers in the United States District Court for the Southern District of Texas, captioned Uddin v. Conn’s, Inc., et al., No. 4:20-1705 (“Uddin Action”). The plaintiff alleges that the defendants made false and misleading statements or failed to disclose material adverse facts about our business and operations.  Plaintiff alleges violations of sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks to certify a class of all persons and entities that purchased or acquired Conn’s securities between September 3, 2019 and December 9, 2019. The complaint does not specify the amount of damages sought. 
We intend to vigorously defend our interests in the Uddin Action.  It is not possible at this time to predict the timing or outcome of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims.
On April 2, 2018, MicroCapital Fund, LP, MicroCapital Fund, Ltd., and MicroCapital LLC (collectively, “MicroCapital”) filed a lawsuit against us and certain of our former executive officers in the U.S. District Court for the Southern District of Texas, Cause No. 4:18-CV-01020 (the “MicroCapital Action”).  The plaintiffs in this action allege that the defendants made false and misleading statements or failed to disclose material facts about our credit and underwriting practices, accounting and internal controls.  Plaintiffs allege violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, Texas and Connecticut common law fraud, and Texas common law negligent misrepresentation against all defendants; as well as violations of section 20A of the Securities Exchange Act of 1934; and Connecticut common law negligent misrepresentation against certain defendants arising from plaintiffs’ purchase of Conn’s, Inc. securities between April 3, 2013 and February 20, 2014.  The complaint does not specify the amount of damages sought.


15

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The Court previously stayed the MicroCapital Action pending resolution of other outstanding litigation (In re Conn’s Inc. Sec. Litig., Cause No. 14-CV-00548 (S.D. Tex.) (the “Consolidated Securities Action”)), which was settled in October 2018. After that settlement, the stay was lifted, and the defendants filed a motion to dismiss plaintiff’s complaint in the MicroCapital Action on November 6, 2018. Briefing on the motion to dismiss was completed on January 16, 2019. On July 26, 2019, the magistrate judge to which defendants’ motion to dismiss had been assigned issued a report and recommendation, recommending that defendants’ motion to dismiss the complaint be granted in part and denied in part.  Both parties filed timely objections to that report and recommendation on August 9, 2019.  On September 25, 2019, the district court adopted the magistrate judge’s report and recommendation, which permitted MicroCapital to file an amended complaint, which MicroCapital filed on October 30, 2019. On November 8, 2019, the parties filed a joint discovery and case management plan, proposing various deadlines. Defendants filed their answer to the amended complaint on November 27, 2019. The parties are currently engaging in discovery.
We intend to vigorously defend our interests in the MicroCapital Action. It is not possible at this time to predict the timing or outcome of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims.
Derivative Litigation. On December 1, 2014, an alleged shareholder, purportedly on behalf of the Company, filed a derivative shareholder lawsuit against us and certain of our current and former directors and former executive officers in the U.S. District Court for the Southern District of Texas, captioned as Robert Hack, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former director), Bob L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former director), Brian Taylor (former executive officer) and Michael J. Poppe (former executive officer) and Conn’s, Inc., Case No. 4:14-cv-03442 (the “Original Derivative Action”). The complaint asserts claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, and insider trading based on substantially similar factual allegations as those asserted in the Consolidated Securities Action. The plaintiff seeks unspecified damages against these persons and does not request any damages from Conn’s. Setting forth substantially similar claims against the same defendants, on February 25, 2015, an additional federal derivative action, captioned 95250 Canada LTEE, derivatively on Behalf of Conn’s, Inc. v. Wright et al., Cause No. 4:15-cv-00521, was filed in the U.S. District Court for the Southern District of Texas, which has been consolidated with the Original Derivative Action.
The Court previously approved a stipulation among the parties to stay the Original Derivative Action pending resolution of the Consolidated Securities Action. The stay was lifted on November 1, 2018, and the defendants filed a motion to dismiss plaintiff’s complaint. Briefing on the motion to dismiss was completed December 3, 2018, and the parties began engaging in discovery. On May 29, 2019, the magistrate judge, to which defendants’ motion to dismiss had been assigned, issued a report and recommendation, recommending that defendants’ motion to dismiss the complaint be granted, but recommended that the plaintiff be permitted to replead his claims. The district court adopted the recommendation on July 5, 2019.
On July 19, 2019, plaintiff filed an amended complaint. On August 13, 2019, the magistrate judge issued a new scheduling order, which permitted defendants to file a motion to dismiss the amended complaint on demand-futility grounds. That briefing was completed on October 15, 2019. On November 1, 2019, the magistrate judge heard argument on the motion to dismiss and postponed certain deadlines. On February 7, 2020, the judge issued a new scheduling order, again postponing deadlines and removing a trial date from the schedule. As ordered by the court, the parties have been engaging in discovery while the motion to dismiss has been pending.
Another derivative action was filed on January 27, 2015, captioned as Richard A. Dohn v. Wright, et al., Cause No. 2015-04405, in the 281st Judicial District Court, Harris County, Texas. This action makes substantially similar allegations to the Original Derivative Action against the same defendants. Conn’s received a copy of the proposed amended petition on October 12, 2018, but the proposed amended petition has not yet been filed. The parties jointly requested a stay on this case pending resolution of the Original Derivative Action. This case remains stayed until at least June 19, 2020.
Prior to filing a lawsuit, an alleged shareholder, Robert J. Casey II (“Casey”), submitted a demand under Delaware law, which our Board of Directors refused. On May 19, 2016, Casey, purportedly on behalf of the Company, filed a lawsuit against us and certain of our current and former directors and former executive officers in the 55th Judicial District Court, Harris County, Texas, captioned as Casey, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former director), Michael J. Poppe (former executive officer), Brian Taylor (former executive officer), Bob L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former director) and William E. Saunders Jr., and Conn’s, Inc., Cause No. 2016-33135. The complaint asserts claims for breach of fiduciary duties and unjust enrichment based on substantially similar factual allegations as those asserted in the Original Derivative Action. The complaint does not specify the amount of damages sought. Since April 2018, no material activity has occurred in this case, as it has been abated pending the resolution of related cases.
Other than Casey, none of the plaintiffs in the other derivative actions made a demand on our Board of Directors prior to filing their respective lawsuits. The defendants in the derivative actions intend to vigorously defend against these claims. It is not possible at this time to predict the timing or outcome of any of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims.


16

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


We are involved in other routine litigation and claims, incidental to our business from time to time which, individually or in the aggregate, are not expected to have a material adverse effect on us. As required, we accrue estimates of the probable costs for the resolution of these matters. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. However, the results of these proceedings cannot be predicted with certainty, and changes in facts and circumstances could impact our estimate of reserves for litigation. The Company believes that any probable and reasonably estimable loss associated with the foregoing has been adequately reflected in the accompanying financial statements.
7.     Variable Interest Entities
From time to time, we securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. Under the terms of the respective securitization transactions, all cash collections and other cash proceeds of the customer receivables go first to the servicer and the holders of the asset-backed notes, and then to the residual equity holder. We retain the servicing of the securitized portfolio and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables, and we currently hold all of the residual equity. In addition, we, rather than the VIEs, will retain certain credit insurance income together with certain recoveries related to credit insurance and RSAs on charge-offs of the securitized receivables, which will continue to be reflected as a reduction of net charge-offs on a consolidated basis for as long as we consolidate the VIEs.
We consolidate VIEs when we determine that we are the primary beneficiary of these VIEs, we have the power to direct the activities that most significantly impact the performance of the VIEs and our obligation to absorb losses and the right to receive residual returns are significant.


17

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following table presents the assets and liabilities held by the VIEs (for legal purposes, the assets and liabilities of the VIEs will remain distinct from Conn’s, Inc.):
(in thousands)
April 30,
2020
 
January 31,
2020
Assets:
 
 
 
Restricted cash
$
71,188

 
$
73,214

Due from Conn’s, Inc., net
11,861

 
307

Customer accounts receivable:
 
 
 
Customer accounts receivable
622,697

 
838,210

Restructured accounts
162,537

 
147,971

Allowance for uncollectible accounts
(230,707
)
 
(151,263
)
Allowance for no-interest option credit programs
(8,350
)
 
(12,445
)
Deferred fees and origination costs
(5,834
)
 
(8,255
)
Total customer accounts receivable, net
540,343

 
814,218

Total assets
$
623,392

 
$
887,739

Liabilities:
 
 
 
Accrued expenses
$
4,524

 
$
5,517

Other liabilities
7,584

 
7,584

 
 
 
 
Long-term debt:
 
 
 
2017-B Class C Notes
35,421

 
59,655

2018-A Class A Notes
23,016

 
34,112

2018-A Class B Notes
13,880

 
20,572

2018-A Class C Notes
13,880

 
20,572

2019-A Class A Notes
46,906

 
76,241

2019-A Class B Notes
60,239

 
64,750

2019-A Class C Notes
58,155

 
62,510

2019-B Class A Notes
191,191

 
265,810

2019-B Class B Notes
85,540

 
85,540

2019-B Class C Notes
83,270

 
83,270

 
611,498

 
773,032

Less: deferred debt issuance costs
(3,578
)
 
(4,911
)
Total debt
$
607,920

 
$
768,121

Total liabilities
$
620,028

 
$
781,222

The assets of the VIEs serve as collateral for the obligations of the VIEs. The holders of asset-backed notes have no recourse to assets outside of the respective VIEs.


18

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


8.     Segment Information 
Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one another. The retail segment operates primarily through our stores and website. Our retail segment product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit segment offers affordable financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. Our operating segments provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next day delivery and installation in the majority of our markets, and product repair service. The operating segments follow the same accounting policies used in our Condensed Consolidated Financial Statements.
We evaluate a segment’s performance based upon operating income before taxes. Selling, general and administrative expenses (“SG&A”) includes the direct expenses of the retail and credit operations, allocated overhead expenses, and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment, which benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is calculated using an annual rate of 2.5% times the average outstanding portfolio balance for each applicable period.
As of April 30, 2020, we operated retail stores in 14 states with no operations outside of the United States. No single customer accounts for more than 10% of our total revenues.


19

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Financial information by segment is presented in the following tables:
 
Three Months Ended April 30, 2020
 
Three Months Ended April 30, 2019
(in thousands)
Retail
 
Credit
 
Total
 
Retail
 
Credit
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Furniture and mattress
$
68,893

 
$

 
$
68,893

 
$
88,364

 
$

 
$
88,364

Home appliance
81,285

 

 
81,285

 
77,290

 

 
77,290

Consumer electronics
35,776

 

 
35,776

 
49,649

 

 
49,649

Home office
17,366

 

 
17,366

 
15,706

 

 
15,706

Other
3,878

 

 
3,878

 
3,436

 

 
3,436

Product sales
207,198

 

 
207,198

 
234,445

 

 
234,445

Repair service agreement commissions
20,101

 

 
20,101

 
24,024

 

 
24,024

Service revenues
3,031

 

 
3,031

 
3,510

 

 
3,510

Total net sales
230,330

 

 
230,330

 
261,979

 

 
261,979

Finance charges and other revenues
235

 
86,595

 
86,830

 
202

 
91,331

 
91,533

Total revenues
230,565

 
86,595

 
317,160

 
262,181

 
91,331

 
353,512

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of goods sold
147,014

 

 
147,014

 
157,228

 

 
157,228

Selling, general and administrative expense (1)
78,174

 
34,833

 
113,007

 
79,622

 
38,292

 
117,914

Provision for bad debts
168

 
117,158

 
117,326

 
129

 
39,917

 
40,046

Charges and credits

 
2,055

 
2,055

 
(695
)
 

 
(695
)
Total costs and expenses
225,356

 
154,046

 
379,402

 
236,284

 
78,209

 
314,493

Operating income (loss)
5,209

 
(67,451
)
 
(62,242
)
 
25,897

 
13,122

 
39,019

Interest expense

 
14,993

 
14,993

 

 
14,497

 
14,497

Income (loss) before income taxes
$
5,209

 
$
(82,444
)
 
$
(77,235
)
 
$
25,897

 
$
(1,375
)
 
$
24,522

 
April 30, 2020
 
April 30, 2019
(in thousands)
Retail
 
Credit
 
Total
 
Retail
 
Credit
 
Total
Total assets
$
607,210

 
$
1,630,076

 
$
2,237,286

 
$
613,117

 
$
1,477,167

 
$
2,090,284

(1)
For the three months ended April 30, 2020 and 2019, the amount of corporate overhead allocated to each segment reflected in SG&A was $7.3 million and $7.9 million, respectively. For the three months ended April 30, 2020 and 2019, the amount of reimbursement made to the retail segment by the credit segment was $9.8 million and $9.7 million, respectively.


20

CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


9. Subsequent Event
Revolving Credit Facility Amendment. On June 5, 2020, the Company and the lenders entered into a Third Amendment (the “Third Amendment”) to the Fourth Amended and Restated Loan and Security Agreement, dated as of October 30, 2015, by and among the Company, as parent and guarantor, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., as borrowers, certain banks and financial institutions named therein, as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. The Third Amendment, among other things, (1) waived the two interest coverage covenants for the period ended on April 30, 2020 and for subsequent periods through the date on which the Company delivers financial statements and a compliance certificate for the quarter ended January 31, 2021 (or such earlier date as the borrowers may elect to terminate such relief period upon 10 business days prior written notice, the “Covenant Relief Period”), with such covenant compliance to resume with respect to the quarter ended April 30, 2021 at the ratios set prior to the effectiveness of the Third Amendment; (2) added a minimum liquidity covenant of $125.0 million at any time during the Covenant Relief Period; (3) increased the ABS excluded maximum leverage ratio financial covenant to 2.50x measured quarterly (previously 2.00x); (4) increased the maximum leverage ratio financial covenant, including securitizations, to 4.50x measured quarterly (previously 4.00x); (5) added a minimum availability covenant requiring at any time during the Covenant Relief Period that the borrowers maintain availability under the revolver equal to the greater of (a) 25% of the lesser of (i) the borrowing base and (ii) the revolver commitments and (b) $75.0 million; (6) changed the rates included in the definition of Applicable Margin (as defined in the Fourth A&R Loan and Security Agreement) and the rate floor included in the definition of LIBOR contained in the Fourth A&R Loan and Security Agreement; (7) added an anti-cash hoarding covenant to require the Company and borrowers to use unrestricted cash and cash equivalents in excess of $100.0 million to prepay outstanding revolving loans under the Fourth A&R Loan and Security Agreement (if any); (8) included temporary restrictions, applicable only during the Covenant Relief Period, prohibiting the borrowers from, among other things, (a) making acquisitions and certain other investments, (b) making certain non-ordinary course restricted payments and (c) prepaying certain indebtedness; and (9) added a new $50.0 million basket under the restricted investments covenant to allow the borrowers to make investments in the Securitization Subsidiaries (as defined in the Fourth A&R Loan and Security Agreement).
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the full text of the Third Amendment, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.1, which is incorporated by reference herein.


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Table of Contents

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  
Forward-Looking Statements 
This report contains forward-looking statements within the meaning of the federal securities laws, including, but not limited to, the Private Securities Litigation Reform Act of 1995, 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,” “predict,” “will,” “potential,” or the negative of such terms or other similar expressions are generally forward-looking in nature and not historical facts. Such forward-looking statements are based on our current expectations. We can give no assurance that such statements will prove to be correct, and actual results may differ materially. 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 execute periodic securitizations of future originated customer loans on favorable terms; our ability to continue existing customer financing programs or to offer new customer financing programs; changes in the delinquency status of our credit portfolio; unfavorable developments in ongoing litigation; increased regulatory oversight; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores; technological and market developments and sales trends for our major product offerings; our ability to manage effectively the selection of our major product offerings; our ability to protect against cyber-attacks or data security breaches and to protect the integrity and security of individually identifiable data of our customers and employees; our ability to fund our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our Revolving Credit Facility, proceeds from accessing debt or equity markets; the effects of epidemics or pandemics, including the COVID-19 outbreak; the impact of the restatement and correction of the Company’s previously issued financial statements; the identified weakness in the Company’s internal control over financial reporting and the Company’s ability to remediate that material weakness; the initiation of legal or regulatory proceedings with respect to the restatement and corrections; the adverse effects on the Company’s business, results of operations, financial condition and stock price as a result of the restatement and correction process; and other risks detailed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020 (the “2020 Form 10-K”) and other reports filed with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development changes), or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise, or to provide periodic updates or guidance. All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
The Company makes available in the investor relations section of its website at ir.conns.com updated monthly reports to the holders of its asset-backed notes. This information reflects the performance of the securitized portfolio only, in contrast to the financial statements contained herein, which reflect the performance of all of the Company’s outstanding receivables, including those originated subsequent to those included in the securitized portfolio.  The website and the information contained on our website is not incorporated in this Quarterly Report on Form 10-Q or any other document filed with the SEC.
Overview
We encourage you to read this Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the accompanying Condensed Consolidated Financial Statements and related notes. Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year ends.
Executive Summary
Total revenues were $317.2 million for the three months ended April 30, 2020 compared to $353.5 million for the three months ended April 30, 2019, a decrease of $36.3 million or 10.3%. Retail revenues were $230.6 million for the three months ended April 30, 2020 compared to $262.2 million for the three months ended April 30, 2019, a decrease of $31.6 million or 12.1%. The decrease in retail revenue was primarily driven by a decrease in same store sales of 17.6%, partially offset by new store growth. The decrease in same store sales reflects more stringent underwriting standards, reductions in store hours, state mandated stay-at-home orders and lower sales of discretionary categories as a result of the COVID-19 pandemic. Credit revenues were $86.6 million for the three months ended April 30, 2020 compared to $91.3 million for the three months ended April 30, 2019, a decrease of $4.7 million or 5.1%. The decrease in credit revenue was primarily due to higher charge offs and a decrease in insurance retrospective income, partially offset by higher blended weighted average rates across the customer accounts receivable portfolio.
Retail gross margin for the three months ended April 30, 2020 was 36.2%, a decrease of 380 basis points from the 40.0% reported for the three months ended April 30, 2019. The year-over-year decrease in retail gross margin was primarily driven by the impact of fixed logistics costs on lower sales, a decrease in retrospective income on RSA commissions and higher sales of lower margin products.


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Table of Contents

Selling, general and administrative expense (“SG&A”) for the three months ended April 30, 2020 was $113.0 million compared to $117.9 million for the three months ended April 30, 2019, a decrease of $4.9 million or 4.2%. The SG&A decrease in the retail segment was primarily due to decreased advertising costs and labor costs, partially offset by increased occupancy costs. The SG&A decrease in the credit segment was primarily due to a decrease in labor costs, general operating expenses and legal costs.
Provision for bad debts increased to $117.3 million for the three months ended April 30, 2020 from $40.0 million for the three months ended April 30, 2019, an increase of $77.3 million. The year-over-year increase was primarily driven by an increase in the allowance for bad debts of $65.5 million due to an increase in forecasted unemployment rates stemming from the COVID-19 pandemic and an increase in charge-offs of $10.8 million.
Interest expense was $15.0 million for the three months ended April 30, 2020 and $14.5 million for the three months ended April 30, 2019, an increase of $0.5 million or 3.4%. The increase was driven by a higher average outstanding balance of debt, partially offset by a lower effective interest rate.
Net loss for the three months ended April 30, 2020 was $56.2 million or $1.95 per diluted share, compared to net income of $19.5 million, or $0.60 per diluted share, for the three months ended April 30, 2019.
How We Evaluate Our Operations
Management focuses on certain key indicators to monitor our performance including:
Same store sales - Our management considers same store sales, which consists of both brick and mortar and eCommerce sales, to be an important indicator of our performance because they are important to our attempts to leverage our SG&A costs, which include rent and other store expenses, and they have a direct impact on our total net sales, net income, cash and working capital. Same store sales is calculated by comparing the reported sales for all stores that were open during both comparative fiscal years, starting in the first period in which the store has been open for a full quarter. Sales from closed stores, if any, are removed from each period. Sales from relocated stores have been included in each period as each such store was relocated within the same general geographic market. Sales from expanded stores have also been included in each period.
Retail gross margin - Our management views retail gross margin as a key indicator of our performance because it reflects our pricing power relative to the prices we pay for our products. Retail gross margin is calculated by comparing retail total net sales to the cost of goods sold.
60+ Day Delinquencies - Our management views customer account delinquencies as a key indicator of our performance because it is a reflection of the quality of our credit portfolio, it drives future credit performance and credit offerings, and it impacts the interest rates we pay on our asset-backed securitizations. Delinquencies are measured as the percentage of balances that are 60+ days past due.
Net yield - Our management considers yield to be a key performance metric because it drives future credit decisions and credit offerings and directly impacts our net income.  Yield reflects the amount of interest we receive from our portfolio. 
Outlook
Our business and industry continue to be impacted by the COVID-19 outbreak in the United States. We are generally classified as an essential business by the government authorities in the jurisdictions in which we operate as we provide essential goods and services to our communities. As a result, despite widespread stay-at-home orders, most of our stores remained open, during the first quarter of fiscal year 2021, though operating on reduced schedules as mandated during the COVID-19 pandemic. As of June 9, 2020, all of our stores are open and have resumed regular in-store shopping hours. In addition, during the three months ended April 30, 2020 we enacted the following key actions:
Supported Customers and Employees: As an essential business, we have maintained store operations throughout the COVID-19 pandemic through a mix of modified operating hours and enhanced employee programs, including temporarily increasing hourly wages by $2 per hour to support our front-line employees and implementing a work from home program for our corporate teams, so that we may continue to assist our customers get the goods they need to shelter-in-place. In addition, we have implemented payment deferral programs to provide relief to credit customers who were economically impacted by COVID-19.
Strengthened our Capital and Liquidity Positions: As a precautionary measure to increase our cash position and maintain financial flexibility, we borrowed $275 million of cash from our revolving credit facility in March 2020. Due to this proactive measure our cash on balance sheet as of April 30, 2020 was $287.3 million with immediately available borrowing capacity of $151.7 million. As our need for cash has abated with the reopening of the economy and in order to ensure compliance with our covenants under our Revolving Credit Facility, we paid down the borrowings on June 5, 2020, and entered into the Third Amendment. See Note 9, Subsequent Events, of the Condensed Consolidated Financial Statements in Part I, Item 1, of this quarterly report on Form 10-Q for further details regarding the Third Amendment.


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Further, we delayed or eliminated uncommitted capital expenditures, including reducing the number of planned showroom openings in fiscal year 2021 from 16 to 18 to 6 to 8 and delaying the opening of showrooms associated with our planned future expansion.
Tightened Underwriting Standards: We implemented a series of underwriting changes beginning in March 2020 to control delinquencies and charge-offs. These changes included reducing originations of higher risk applicants, selectively increasing down payments and lowering credit limits.
The broad appeal of our value proposition to our geographically diverse core demographic, the unit economics of our business and the current retail real estate market should provide the stability necessary to maintain our business until we can return to normal operations. Further, as states re-open and the COVID-19 outbreak is contained, we expect our brand recognition and long history in our core markets to give us the opportunity to further penetrate our existing footprint, particularly as we leverage existing marketing spend, logistics infrastructure, and service footprint. There are also many markets in the U.S. with demographic characteristics similar to those in our existing footprint, which provides substantial opportunities for future growth. We plan to improve our operating results by leveraging our existing infrastructure and seeking to continually optimize the efficiency of our marketing, merchandising, distribution and credit operations. As we expand in existing markets and penetrate new markets, we expect to increase our purchase volumes, achieve distribution efficiencies and strengthen our relationships with our key vendors. Over time, we also expect our increased store base and higher net sales to further leverage our existing corporate and regional infrastructure.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)
In response to the global impacts of COVID-19 on U.S. companies and citizens, the government enacted the CARES Act on March 27, 2020. We believe a significant portion of our Conn’s customers have received stimulus payments and/or federally supplemented unemployment payments, pursuant to the CARES Act, which have enabled them to continue making the payments they owe us under their financing agreements, despite the economically challenging times resulting from the COVID-19 pandemic. However, we do not know for certain which customers have received such payments and we cannot be certain whether those customers that have received such payments will use them to make payments to us or be in a position to continue making payments to us once they have fully utilized any applicable CARES Act benefits. It is possible that many of our customers will experience unemployment or other economic challenges arising from the COVID-19 pandemic well past the full utilization, and/or expiration, of any applicable CARES Act stimulus and unemployment benefits, and any related state benefits, which could result in a reduction in the portion of our customers who continue making payments owed to us under their financing agreements.
Results of Operations 
The following tables present certain financial and other information, on a condensed consolidated basis: 
Consolidated:
Three Months Ended 
 April 30,
(in thousands)
2020
 
2019
 
Change
Revenues:
 
 
 
 
 
Total net sales
$
230,330

 
$
261,979

 
$
(31,649
)
Finance charges and other revenues
86,830

 
91,533

 
(4,703
)
Total revenues
317,160

 
353,512

 
(36,352
)
Costs and expenses:
 
 
 
 
 

Cost of goods sold
147,014

 
157,228

 
(10,214
)
Selling, general and administrative expense
113,007

 
117,914

 
(4,907
)
Provision for bad debts
117,326

 
40,046

 
77,280

Charges and credits
2,055

 
(695
)
 
2,750

Total costs and expenses
379,402

 
314,493

 
64,909

Operating income (loss)
(62,242
)
 
39,019

 
(101,261
)
Interest expense
14,993

 
14,497

 
496

Income (loss) before income taxes
(77,235
)
 
24,522

 
(101,757
)
Provision (benefit) for income taxes
(21,033
)
 
5,013

 
(26,046
)
Net income (loss)
$
(56,202
)
 
$
19,509

 
$
(75,711
)


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Supplementary Operating Segment Information
Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one another. The retail segment operates primarily through our stores and website and its product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit segment offers affordable financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. Our operating segments provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next day delivery and installation in the majority of our markets, and product repair service. We believe our large, attractively merchandised retail stores and credit solutions offer a distinctive value proposition compared to other retailers that target our core customer demographic. The operating segments follow the same accounting policies used in our Condensed Consolidated Financial Statements.
We evaluate a segment’s performance based upon operating income. SG&A includes the direct expenses of the retail and credit operations, allocated corporate overhead expenses, and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment which benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is calculated using an annual rate of 2.5% multiplied by the average outstanding portfolio balance for each applicable period.
The following table represents total revenues, costs and expenses, operating income and loss before taxes attributable to these operating segments for the periods indicated:
Retail Segment:
Three Months Ended 
 April 30,
(dollars in thousands)
2020
 
2019
 
Change
Revenues:





Product sales
$
207,198

 
$
234,445

 
$
(27,247
)
Repair service agreement commissions
20,101

 
24,024

 
(3,923
)
Service revenues
3,031

 
3,510

 
(479
)
Total net sales
230,330

 
261,979

 
(31,649
)
Finance charges and other
235

 
202

 
33

Total revenues
230,565

 
262,181

 
(31,616
)
Costs and expenses:
 

 
 

 
 
Cost of goods sold
147,014

 
157,228

 
(10,214
)
Selling, general and administrative expense (1)
78,174

 
79,622

 
(1,448
)
Provision for bad debts
168

 
129

 
39

Charges and credits

 
(695
)
 
695

Total costs and expenses
225,356

 
236,284

 
(10,928
)
Operating income
$
5,209

 
$
25,897

 
$
(20,688
)
Number of stores:
 
 
 
 
 
Beginning of period
137

 
123

 
 
Opened
2

 
4

 
 
End of period
139

 
127

 
 


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Credit Segment:
Three Months Ended 
 April 30,
(in thousands)
2020
 
2019
 
Change
Revenues:
 
 
 
 
 
Finance charges and other revenues
$
86,595

 
$
91,331

 
$
(4,736
)
Costs and expenses:
 

 
 

 
 

Selling, general and administrative expense (1)
34,833

 
38,292

 
(3,459
)
Provision for bad debts
117,158

 
39,917

 
77,241

Charges and credits
2,055

 

 
2,055

Total costs and expenses
154,046

 
78,209

 
75,837

Operating income (loss)
(67,451
)
 
13,122

 
(80,573
)
Interest expense
14,993

 
14,497

 
496

Loss before income taxes
$
(82,444
)
 
$
(1,375
)
 
$
(81,069
)
(1)
For the three months ended April 30, 2020 and 2019, the amount of overhead allocated to each segment reflected in SG&A was $7.3 million and $7.9 million, respectively. For the three months ended April 30, 2020 and 2019, the amount of reimbursement made to the retail segment by the credit segment was $9.8 million and $9.7 million, respectively.
Three months ended April 30, 2020 compared to three months ended April 30, 2019
Revenues. The following table provides an analysis of retail net sales by product category in each period, including repair service agreement (“RSA”) commissions and service revenues, expressed both in dollar amounts and as a percent of total net sales:
 
Three Months Ended April 30,



%

Same Store
(dollars in thousands)
2020

% of Total

2019

% of Total

Change

Change

% Change
Furniture and mattress
$
68,893


29.9
%

$
88,364


33.7
%

$
(19,471
)

(22.0
)%

(26.9
)%
Home appliance
81,285


35.3


77,290


29.5


3,995


5.2


(1.7
)
Consumer electronics
35,776


15.5


49,649


19.0


(13,873
)

(27.9
)

(33.5
)
Home office
17,366


7.5


15,706


6.0


1,660


10.6


3.1

Other
3,878


1.8


3,436


1.3


442


12.9


7.0

Product sales
207,198

 
90.0

 
234,445

 
89.5

 
(27,247
)
 
(11.6
)

(17.5
)
Repair service agreement commissions (1)
20,101


8.7


24,024


9.2


(3,923
)

(16.3
)

(18.4
)
Service revenues
3,031


1.3


3,510


1.3


(479
)

(13.6
)

 

Total net sales
$
230,330

 
100.0
%
 
$
261,979

 
100.0
%
 
$
(31,649
)
 
(12.1
)%

(17.6
)%
(1) The total change in sales of RSA commissions includes retrospective commissions, which are not reflected in the change in same store sales.
The decrease in product sales for the three months ended April 30, 2020 was primarily driven by a decrease in same store sales of 17.6%, partially offset by new store growth. The decrease in same store sales reflects more stringent underwriting standards, reductions in store hours, state mandated stay-at-home orders and lower sales of discretionary categories as a result of the COVID-19 pandemic.
The following table provides the change of the components of finance charges and other revenues:
 
Three Months Ended 
 April 30,
 
 
(in thousands)
2020
 
2019
 
Change
Interest income and fees
$
81,843

 
$
84,017

 
$
(2,174
)
Insurance income
4,752

 
7,314

 
(2,562
)
Other revenues
235

 
202

 
33

Finance charges and other revenues
$
86,830

 
$
91,533

 
$
(4,703
)


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The decrease in finance changes and other revenues was primarily due to higher charge offs and a decrease in insurance retrospective income, partially offset by higher blended weighted average rates across the customer accounts receivable portfolio.
The following table provides key portfolio performance information: 
 
Three Months Ended 
 April 30,
 
 
(dollars in thousands)
2020
 
2019
 
Change
Interest income and fees
$
81,843

 
$
84,017

 
$
(2,174
)
Net charge-offs
(58,888
)
 
(48,061
)
 
(10,827
)
Interest expense
(14,993
)
 
(14,497
)
 
(496
)
Net portfolio income
$
7,962

 
$
21,459

 
$
(13,497
)
Average outstanding portfolio balance
$
1,557,762

 
$
1,558,322

 
$
(560
)