UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2008 Commission File Number 000-50421
CONN'S, INC.
(Exact name of registrant as specified in its charter)
A Delaware Corporation 06-1672840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3295 College Street
Beaumont, Texas 77701
(409) 832-1696
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
NONE
(Former name, former address and former
fiscal year, if changed since last report)
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 [ x ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (Check One):
Large accelerated filer [ ] Accelerated filer [ x ] Non-accelerated filer [ ]
smaller reporting company [ ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
Yes [ ] No [ x ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 26, 2008:
Class Outstanding
----------------------------------------- ----------------------------
Common stock, $.01 par value per share 22,410,400
TABLE OF CONTENTS
-----------------
PART I. FINANCIAL INFORMATION Page No.
--------------------- --------
Item 1. Financial Statements...........................................................................1
-------
Consolidated Balance Sheets as of January 31, 2008 and July 31, 2008...........................1
Consolidated Statements of Operations for the three and six months ended
July 31, 2007 and 2008.....................................................................2
Consolidated Statement of Stockholders' Equity for the six months ended
July 31, 2008..............................................................................3
Consolidated Statements of Cash Flows for the six months ended
July 31, 2007 and 2008.....................................................................4
Notes to Consolidated Financial Statements.....................................................5
Item 2. Management's Discussion and Analysis of Financial Condition
------- and Results of Operations.................................................................13
Item 3. Quantitative and Qualitative Disclosures About Market Risk....................................31
-------
Item 4. Controls and Procedures.......................................................................31
-------
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings.............................................................................31
-------
Item 1A. Risk Factors..................................................................................31
--------
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...................................31
-------
Item 4. Submission of Matters to a Vote of Security Holders...........................................32
-------
Item 5. Other Information.............................................................................32
-------
Item 6. Exhibits......................................................................................32
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SIGNATURE ..............................................................................................33
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Conn's, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
Assets January 31, July 31,
2008 2008
----------- -------------
Current assets (unaudited)
Cash and cash equivalents $ 11,015 $ 46,766
Accounts receivable, net 36,100 29,511
Interests in securitized assets 178,150 177,648
Inventories 81,495 96,404
Deferred income taxes 2,619 5,662
Prepaid expenses and other assets 4,449 8,338
----------- -------------
Total current assets 313,828 364,329
Non-current deferred income tax asset - 1,606
Property and equipment
Land 8,011 8,011
Buildings 13,626 15,842
Equipment and fixtures 17,950 19,918
Transportation equipment 2,741 2,600
Leasehold improvements 74,120 79,473
----------- -------------
Subtotal 116,448 125,844
Less accumulated depreciation (57,195) (62,216)
----------- -------------
Total property and equipment, net 59,253 63,628
Goodwill, net 9,617 9,617
Debt issuance costs and other assets, net 154 210
----------- -------------
Total assets $ 382,852 $ 439,390
=========== =============
Liabilities and Stockholders' Equity
Current liabilities
Current portion of long-term debt $ 102 $ 44
Accounts payable 28,179 54,704
Accrued compensation and related expenses 9,748 9,100
Accrued expenses 21,487 26,066
Income taxes payable 600 1,258
Deferred revenues and allowances 16,949 19,829
----------- -------------
Total current liabilities 77,065 111,001
Long-term debt 17 14
Non-current deferred income tax liability 131 -
Deferred gains on sales of property 1,221 1,037
Stockholders' equity
Preferred stock ($0.01 par value, 1,000,000 shares
authorized; none issued or outstanding) - -
Common stock ($0.01 par value, 40,000,000 shares
authorized; 24,098,171 and 24,133,605 shares issued
at January 31, 2008 and July 31, 2008, respectively) 241 241
Additional paid-in capital 99,514 101,626
Retained earnings 241,734 262,542
Treasury stock, at cost, 1,723,205 and 1,723,205
shares, respectively (37,071) (37,071)
----------- -------------
Total stockholders' equity 304,418 327,338
----------- -------------
Total liabilities and stockholders' equity $ 382,852 $ 439,390
=========== =============
See notes to consolidated financial statements.
1
Conn's, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except earnings per share)
Three Months Ended Six Months Ended
July 31, July 31,
-------------------------- ---------------------------
2007 2008 2007 2008
------------- ------------ ------------ -------------
Revenues
Product sales $163,793 $175,240 $330,432 $355,151
Service maintenance agreement commissions, net 9,071 9,911 18,352 19,881
Service revenues 6,137 5,488 11,582 10,680
------------- ------------ ------------ -------------
Total net sales 179,001 190,639 360,366 385,712
------------- ------------ ------------ -------------
Finance charges and other 24,997 29,105 48,877 55,657
Net decrease in fair value (471) (1,212) (406) (4,279)
------------- ------------ ------------ -------------
Total finance charges and other 24,526 27,893 48,471 51,378
------------- ------------ ------------ -------------
Total revenues 203,527 218,532 408,837 437,090
Cost and expenses
Cost of goods sold, including warehousing
and occupancy costs 125,297 136,787 249,690 275,845
Cost of parts sold, including warehousing
and occupancy costs 2,123 2,264 3,989 4,594
Selling, general and administrative expense 62,113 62,900 121,327 123,268
Provision for bad debts 348 333 908 592
------------- ------------ ------------ -------------
Total cost and expenses 189,881 202,284 375,914 404,299
------------- ------------ ------------ -------------
Operating income 13,646 16,248 32,923 32,791
Interest income, net (251) (85) (491) (100)
Other (income) expense, net (55) 128 (886) 106
------------- ------------ ------------ -------------
Income before income taxes 13,952 16,205 34,300 32,785
Provision for income taxes 4,295 5,993 11,697 11,977
------------- ------------ ------------ -------------
Net income $ 9,657 $ 10,212 $ 22,603 $ 20,808
============= ============ ============ =============
Earnings per share
Basic $ 0.41 $ 0.46 $ 0.96 $ 0.93
Diluted $ 0.40 $ 0.45 $ 0.94 $ 0.92
Average common shares outstanding
Basic 23,489 22,407 23,527 22,395
Diluted 24,058 22,620 24,089 22,591
See notes to consolidated financial statements.
2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Six Months Ended July 31, 2008
(unaudited)
(in thousands, except descriptive shares)
Common Stock Additional
------------ Paid-in Retained Treasury
Shares Amount Capital Earnings Stock Total
------ ------ --------- -------- ---------- --------
Balance January 31, 2008 24,098 $241 $ 99,514 $241,734 $ (37,071) $304,418
Exercise of options to acquire
shares of common stock,
incl. tax benefit 27 267 267
Issuance of shares of common
stock under Employee
Stock Purchase Plan 9 124 124
Stock-based compensation 1,721 1,721
Net income 20,808 20,808
------ ------ --------- -------- ---------- --------
Balance July 31, 2008 24,134 $241 $101,626 $262,542 $ (37,071) $327,338
====== ====== ========= ======== ========== ========
See notes to consolidated financial statements.
3
Conn's, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)
Six Months Ended
July 31,
----------------------------
2007 2008
-------------- -------------
Cash flows from operating activities
Net income $ 22,603 $ 20,808
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 6,321 6,286
Accretion, net (351) (481)
Provision for bad debts 908 592
Stock-based compensation 1,056 1,721
Discounts on promotional credit 3,524 2,900
Gains recognized on sales of receivables (14,769) (15,408)
Decrease in fair value of securitized assets due to assumption
changes 878 4,364
Provision for deferred income taxes 579 (3,904)
(Gains) / losses from sales of property and equipment (886) 106
Changes in operating assets and liabilities:
Accounts receivable (15,496) 14,549
Inventory 2,228 (14,909)
Prepaid expenses and other assets (95) (3,889)
Accounts payable (15,150) 26,525
Accrued expenses 1,275 3,932
Income taxes payable (1,904) (218)
Deferred revenue and allowances 2,438 3,214
-------------- -------------
Net cash provided by (used in) operating activities (6,841) 46,188
-------------- -------------
Cash flows from investing activities
Purchases of property and equipment (8,203) (10,825)
Proceeds from sales of property 8,860 57
-------------- -------------
Net cash provided by (used in) investing activities 657 (10,768)
-------------- -------------
Cash flows from financing activities
Proceeds from stock issued under employee benefit plans 1,963 391
Purchases of treasury stock (8,707) -
Excess tax benefits from stock-based compensation 2 -
Borrowings under lines of credit 800 600
Payments on lines of credit (800) (600)
Payment of promissory notes (45) (60)
-------------- -------------
Net cash provided by (used in) financing activities (6,787) 331
-------------- -------------
Net change in cash (12,971) 35,751
Cash and cash equivalents
Beginning of the year 56,570 11,015
-------------- -------------
End of period $ 43,599 $ 46,766
============== =============
See notes to consolidated financial statements.
4
Conn's , Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
July 31, 2008
1. Summary of Significant Accounting Policies
Basis of Presentation. The accompanying unaudited, condensed consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. The accompanying financial statements reflect all
adjustments that are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented. All such adjustments
are of a normal recurring nature. Operating results for the three and six month
period ended July 31, 2008, are not necessarily indicative of the results that
may be expected for the year ending January 31, 2009. The financial statements
should be read in conjunction with the Company's (as defined below) audited
consolidated financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K filed on March 27, 2008.
The Company's balance sheet at January 31, 2008, has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial presentation. Please see the
Company's Form 10-K for the fiscal year ended January 31, 2008, for a complete
presentation of the audited financial statements at that date, together with all
required footnotes, and for a complete presentation and explanation of the
components and presentations of the financial statements.
Principles of Consolidation. The consolidated financial statements include
the accounts of Conn's, Inc. and all of its wholly-owned subsidiaries (the
Company). All material intercompany transactions and balances have been
eliminated in consolidation.
The Company enters into securitization transactions to sell its retail
installment and revolving customer receivables and retains servicing
responsibilities and subordinated interests. These securitization transactions
are accounted for as sales in accordance with Statement of Financial Accounting
Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities, as amended by SFAS No. 155, Accounting
for Certain Hybrid Financial Instruments, because the Company has relinquished
control of the receivables. Additionally, the Company has transferred the
receivables to a qualifying special purpose entity (QSPE). Accordingly, neither
the transferred receivables nor the accounts of the QSPE are included in the
consolidated financial statements of the Company. The Company's retained
interest in the transferred receivables is valued under the requirements of SFAS
No. 159, The Fair Value Option for Financial Assets and Liabilities, and SFAS
No. 157, Fair Value Measurements. On February 1, 2007, the Company elected the
fair value option because it believes that the fair value option provides a more
easily understood presentation for financial statement users. Prior to this
election, the Company had valued and reported its Interests in securitized
assets at fair value, though most changes in the fair value were recorded in
Other comprehensive income. The fair value option simplifies the treatment of
changes in the fair value of the asset, by reflecting all changes in the fair
value of its Interests in securitized assets in current earnings, in Finance
charges and other.
5
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. See the
discussion under Note 2 regarding the change in the discount rate used in the
Company's valuation of its Interests in securitized assets.
Earnings Per Share. In accordance with SFAS No. 128, Earnings per Share, the
Company calculates basic earnings per share by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per share
include the dilutive effects of any stock options granted, as calculated under
the treasury-stock method. The following table sets forth the shares outstanding
for the earnings per share calculations:
Three Months Ended
July 31,
--------------------------
2007 2008
------------- ------------
Common stock outstanding, net of treasury stock, beginning of period 23,504,760 22,401,836
Weighted average common stock issued in stock option exercises 58,074 3,696
Weighted average common stock issued to employee stock purchase plan 933 1,587
Less: Weighted average treasury shares purchased (74,789) -
------------- ------------
Shares used in computing basic earnings per share 23,488,978 22,407,119
Dilutive effect of stock options, net of assumed repurchase of treasury stock 569,283 213,300
------------- ------------
Shares used in computing diluted earnings per share 24,058,261 22,620,419
============= ============
Six Months Ended
July 31,
--------------------------
2007 2008
------------- ------------
Common stock outstanding, net of treasury stock, beginning of period 23,641,522 22,374,966
Weighted average common stock issued in stock option exercises 52,871 16,170
Weighted average common stock issued to employee stock purchase plan 2,706 3,755
Weighted average number of restricted shares forfeited - -
Less: Weighted average treasury shares purchased (169,991) -
------------- ------------
Shares used in computing basic earnings per share 23,527,108 22,394,891
Dilutive effect of stock options, net of assumed repurchase of treasury stock 561,843 195,665
------------- ------------
Shares used in computing diluted earnings per share 24,088,951 22,590,556
============= ============
Reclassifications. Certain reclassifications have been made in the prior
year's financial statements to conform to the current year's presentation. In
order to present the Company's results on a basis that is more comparable with
others in its industry, the Company reclassified advertising expense of $7.4
million and $15.0 million for the three and six months ended July 31, 2007,
respectively, that was previously included in costs of goods sold, to selling,
general and administrative expense.
2. Interests in Securitized Assets
The Company estimates the fair value of its Interests in securitized assets
using a discounted cash flow model with most of the inputs used being
unobservable inputs. The primary unobservable inputs, which are derived
principally from the Company's historical experience, with input from its
investment bankers and financial advisors, include the estimated portfolio
yield, credit loss rate, discount rate, payment rate and delinquency rate and
reflect the Company's judgments about the assumptions market participants would
use in determining fair value. In determining the cost of borrowings, the
Company uses current actual borrowing rates, and adjusts them, as appropriate,
using interest rate futures data from market sources to project interest rates
over time. Changes in the assumptions over time, including varying credit
portfolio performance, market interest rate changes, market participant risk
premiums required, or a shift in the mix of funding sources, could result in
significant volatility in the fair value of the Interest in securitized assets,
and thus the earnings of the Company.
6
For the three and six months ended July 31, 2008, Finance charges and other
included a non-cash decrease in the fair value our Interests in securitized
assets of $1.2 million and $4.3, respectively, reflecting primarily a higher
risk premium added to the discount rate assumption during the quarter ended
April 30, 2008, resulting from the volatility in the financial markets, plus
adjustments for other changes in the fair value assumptions. During the period
ended April 30, 2008, returns required by market participants on many
investments increased significantly as a result of continued volatility in the
financial markets. Though the Company does not anticipate any significant
variation from the current earnings and cash flow performance of the securitized
credit portfolio, it increased the risk premium included in the discount rate
assumption used in the determination of the fair value of its interests in
securitized assets to reflect the higher estimated risk premium it believes a
market participant would require if purchasing the asset. Based on a review of
the changes in market risk premiums during the three months ended April 30,
2008, and discussions with its investment bankers and financial advisors, the
Company estimated that a market participant would require an approximately 300
basis point increase in the required risk premium. As a result, the Company
increased the weighted average discount rate assumption from 16.5% at January
31, 2008, to 19.3% at April 30, 2008, after reflecting a 26 basis point decrease
in the risk-free interest rate included in the discount rate assumption. Based
on its review of available information at July 31, 2008, the Company concluded
that a market participant would not require a change in the risk premium from
that which was used at April 30, 2008. The weighted average discount rate
assumption increased to 19.7% at July 31, 2008, largely as a result of a 42
basis point increase in the risk-free interest rate included in the discount
rate assumption. This change, along with higher projected interest rates,
contributed to the decrease in fair value for the three months ended July 31,
2008 (see reconciliation of the balance of Interests in securitized assets
below). The changes in fair value resulted in a charge to pretax income of $1.2
million and $4.3 million, a charge to net income of $0.8 million, and $2.7
million, and reduced basic and diluted earnings per share by $0.03, and $0.12
for the three and six months ended July 31, 2008.
The increase in the discount rate will have the effect of deferring income
to future periods, but not permanently reducing securitization income or the
earnings of the Company. The deferred earnings will be recognized in future
periods as interest income on the Interests in securitized assets as the actual
cash flows on the receivables are realized. If a market participant were to
require a return on investment that is 100 basis points higher than estimated in
the Company's calculation, the fair value of its interests in securitized assets
would be decreased by an additional $1.7 million as of July 31, 2008. The
Company will continue to monitor financial market conditions and, each quarter,
as it reassesses the assumptions used may adjust its assumptions up or down,
including the risk premiums a market participant will use. As the financial
markets, especially with respect to asset-backed securities, have continued to
experience a high-level of volatility, the Company will likely be required to
record additional non-cash gains and losses in future periods, until such time
as financial market conditions stabilize and liquidity available for
asset-backed securities improves.
7
The following is a reconciliation of the beginning and ending balances of
the Interests in securitized assets and the beginning and ending balances of the
servicing liability for the three months ended July 31, 2007 and 2008 (in
thousands):
Three Months Ended
July 31,
--------------------------
2007 2008
------------ -------------
Reconciliation of Interests in Securitized Assets:
--------------------------------------------------
Balance of Interests in securitized assets at beginning of period $150,552 $168,900
Amounts recorded in Finance charges and other:
Gains associated with increase in portfolio balances 305 15
------------ -------------
Changes in fair value due to assumption changes:
Fair value increase (decrease) due to changing portfolio yield (65) (119)
Fair value increase (decrease) due to lower (higher) projected interest rates 153 (1,036)
Fair value increase (decrease) due to changes in funding mix (564) 198
Fair value increase (decrease) due to change in risk-free interest rate
component of discount rate 69 (686)
Fair value decrease due to higher risk premium included in discount rate - -
Other changes (346) 491
------------ -------------
Net change in fair value due to assumption changes (753) (1,152)
------------ -------------
Net Gains (Losses) included in Finance charges and other (a) (448) (1,137)
Change in balance of subordinated security and equity interest due to
transfers of receivables 16,026 9,885
------------ -------------
Balance of Interests in securitized assets at end of period $166,130 $177,648
============ =============
Reconciliation of Servicing Liability:
--------------------------------------
Balance of servicing liability at beginning of period $ 1,088 $ 1,204
Amounts recorded in Finance charges and other:
Increase associated with change in portfolio balances 9 52
Increase (decrease) due to change in discount rate 1 (1)
Other changes 13 24
------------ -------------
Net change included in Finance charges and other (b) 23 75
Balance of servicing liability at end of period $ 1,111 $ 1,279
============ =============
Net increase (decrease) in fair value included
in Finance charges and other (a) - (b) $ (471) $ (1,212)
============ =============
8
The following is a reconciliation of the beginning and ending balances of
the Interests in securitized assets and the beginning and ending balances of the
servicing liability for the six months ended July 31, 2007 and 2008 (in
thousands):
Six Months Ended
July 31,
--------------------------
2007 2008
------------ -------------
Reconciliation of Interests in Securitized Assets:
--------------------------------------------------
Balance of Interests in securitized assets at beginning of period $136,848 $178,150
Amounts recorded in Finance charges and other:
Gains associated with increase in portfolio balances 531 167
------------ -------------
Changes in fair value due to assumption changes:
Fair value increase (decrease) due to changing portfolio yield 204 (816)
Fair value increase (decrease) due to lower (higher) projected interest rates 197 (123)
Fair value increase (decrease) due to changes in funding mix (1,197) 1,253
Fair value increase (decrease) due to change in risk-free interest rate
component of discount rate 404 (238)
Fair value decrease due to higher risk premium included in discount rate - (5,128)
Other changes (486) 688
------------ -------------
Net change in fair value due to assumption changes (878) (4,364)
------------ -------------
Net Gains (Losses) included in Finance charges and other (a) (347) (4,197)
Change in balance of subordinated security and equity interest due to
transfers of receivables 29,629 3,695
------------ -------------
Balance of Interests in securitized assets at end of period $166,130 $177,648
============ =============
Reconciliation of Servicing Liability:
--------------------------------------
Balance of servicing liability at beginning of period $ 1,052 $ 1,197
Amounts recorded in Finance charges and other:
Increase associated with change in portfolio balances 46 86
Increase (decrease) due to change in discount rate 2 (20)
Other changes 11 16
------------ -------------
Net change included in Finance charges and other (b) 59 82
Balance of servicing liability at end of period $ 1,111 $ 1,279
============ =============
Net increase (decrease) in fair value included
in Finance charges and other (a) - (b) $ (406) $ (4,279)
============ =============
9
3. Supplemental Disclosure of Revenue
The following is a summary of the classification of the amounts included as
Finance charges and other for the three and six months ended July 31, 2007 and
2008 (in thousands):
Three Months ended Six Months ended
July 31, July 31,
----------------------- -------------------------
2007 2008 2007 2008
---------- ------------ ---------- -------------
Securitization income:
Servicing fees received $ 5,959 $ 6,406 $11,778 $ 12,860
Gains on sale of receivables, net 7,607 8,578 14,769 15,408
Change in fair value of securitized assets (753) (1,152) (878) (4,364)
Interest earned on retained interests 5,565 7,650 10,669 14,917
---------- ------------ ---------- -------------
Total securitization income 18,378 21,482 36,338 38,821
Insurance commissions 5,573 5,735 10,834 10,940
Other 575 676 1,299 1,617
---------- ------------ ---------- -------------
Finance charges and other $24,526 $ 27,893 $48,471 $ 51,378
========== ============ ========== =============
4. Supplemental Disclosure Regarding Managed Receivables
The following tables present quantitative information about the receivables
portfolios managed by the Company (in thousands):
Total Principal Amount Principal Amount 60 Days
of Receivables or More Past Due (1)
------------------------- ------------------------
January 31, July 31, January 31, July 31,
2008 2008 2008 2008
----------- ------------- ----------- ------------
Primary portfolio:
Installment $463,257 $488,855 $29,997 $29,286
Revolving 48,329 42,476 1,561 1,657
----------- ------------- ----------- ------------
Subtotal 511,586 531,331 31,558 30,943
Secondary portfolio:
Installment 143,281 163,595 18,220 17,451
----------- ------------- ----------- ------------
Total receivables managed 654,867 694,926 49,778 48,394
Less receivables sold 645,862 686,532 47,778 46,606
----------- ------------- ----------- ------------
Receivables not sold 9,005 8,394 $2,000 $1,788
=========== ============
Non-customer receivables 27,095 21,117
----------- -------------
Total accounts receivable, net $36,100 $29,511
=========== =============
(1) Amounts are based on end of period balances. The principal amount 60 days or more past due
relative to total receivables managed is not necessarily indicative of relative balances
expected at other times during the year due to seasonal fluctuations in delinquency.
10
Average Net Credit
Balances Charge-offs (1)
------------------- -------------------
Three Months Ended Three Months Ended
July 31, July 31,
------------------- -------------------
2007 2008 2007 2008
--------- -------- ---------- -------
Primary portfolio:
Installment $399,909 $480,369
Revolving 52,215 43,158
--------- --------
Subtotal 452,124 523,527 $2,569 $ 3,422
Secondary portfolio:
Installment 142,970 158,900 922 1,333
--------- -------- ---------- -------
Total receivables managed 595,094 682,427 3,491 4,755
Less receivables sold 585,672 673,854 3,318 4,544
--------- -------- ---------- -------
Receivables not sold $ 9,422 $ 8,573 $ 173 $ 211
========= ======== ========== =======
Average Net Credit
Balances Charge-offs (1)
------------------- -------------------
Six Months Ended Six Months Ended
July 31, July 31,
------------------- -------------------
2007 2008 2007 2008
--------- -------- ---------- -------
Primary portfolio:
Installment $392,376 $473,629
Revolving 52,571 45,220
--------- --------
Subtotal 444,947 518,849 $5,493 $ 7,010
Secondary portfolio:
Installment 140,768 153,613 1,881 3,081
--------- -------- ---------- -------
Total receivables managed 585,715 672,462 7,374 10,091
Less receivables sold 576,144 663,727 7,004 9,725
--------- -------- ---------- -------
Receivables not sold $ 9,571 $ 8,735 $ 370 $ 366
========= ======== ========== =======
(1) Amounts represent total credit charge-offs, net of recoveries, on total
receivables.
5. Debt and Letters of Credit
On March 26, 2008, the Company executed an amendment to its bank credit
facility, to increase the commitment from $50 million to $100 million, to
provide additional liquidity, if needed, to support its growth plans. In
addition to the expanded commitment, the interest margin added to the applicable
base rate was increased by 25 basis points. At July 31, 2008, the Company had
$98.3 million of its $100 million revolving credit facility available for
borrowings. The amounts utilized under the revolving credit facility reflected
$1.7 million related to letters of credit issued under the facility. This credit
facility matures in October 2010. See Note 7 for additional information
regarding the Company's credit facility.
There were no amounts outstanding under a short-term revolving bank
agreement that provides up to $8.0 million of availability on an unsecured
basis. This unsecured facility matures in October 2008.
The Company utilizes unsecured letters of credit to secure a portion of the
QSPE's asset-backed securitization program, deductibles under the Company's
property and casualty insurance programs and international product purchases. At
July 31, 2008, the Company had outstanding unsecured letters of credit of $21.9
million. These letters of credit were issued under the three following separate
facilities:
o The Company has a $5.0 million sub limit provided under its revolving
line of credit for stand-by and import letters of credit. At July 31,
2008, $1.7 million of letters of credit were outstanding and callable
at the option of the Company's property and casualty insurance
carriers if the Company does not honor its requirement to fund
deductible amounts as billed under its insurance programs. Upon
completion of the new credit facility discussed in Note 7, these
letters of credit are now provided under that facility's $40 million
sub limit for letters of credit.
o The Company has arranged for a $20.0 million stand-by letter of credit
to provide assurance to the trustee of the asset-backed securitization
program that funds collected by the Company, as the servicer, would be
remitted as required under the base indenture and other related
documents. The letter of credit has a term of one year and expires on
August 31, 2008. The Company expects to replace this letter of credit
11
by issuing a new letter of credit under the new credit facility
discussed in Note 7, which provides a $40 million sub limit for
letters of credit.
o The Company obtained a $10.0 million commitment for trade letters of
credit to secure product purchases under an international arrangement.
At July 31, 2008, there was $0.2 million outstanding under this
commitment. The letter of credit commitment expires in November 2008.
No letter of credit issued under this commitment can have an
expiration date more than 180 days after the commitment expiration
date. Upon completion of the new credit facility discussed in Note 7,
these letters of credit are now provided under that facility's $40
million sub limit for letters of credit.
The maximum potential amount of future payments under these letter of credit
facilities is considered to be the aggregate face amount of each letter of
credit commitment, which totals $35.0 million as of July 31, 2008.
6. Contingencies
Legal Proceedings. The Company is involved in routine litigation incidental
to its business from time to time. Currently, the Company does not expect the
outcome of any of this routine litigation to have a material affect on its
financial condition, results of operations or cash flows. However, the results
of these proceedings cannot be predicted with certainty, and changes in facts
and circumstances could impact the Company's estimate of reserves for
litigation.
Service Maintenance Agreement Obligations. The Company sells service
maintenance agreements that extend the period of covered warranty service on the
products the Company sells. For certain of the service maintenance agreements
sold, the Company is the obligor for payment of qualifying claims. The Company
is responsible for administering the program, including setting the pricing of
the agreements sold and paying the claims. The typical term for these agreements
is between 12 and 36 months. The pricing is set based on historical claims
experience and expectations about future claims. While the Company is unable to
estimate maximum potential claim exposure, it has a history of overall
profitability upon the ultimate resolution of agreements sold. The revenues
related to the agreements sold are deferred at the time of sale and recorded in
revenues in the statement of operations over the life of the agreements. The
amounts of service maintenance agreement revenue deferred at January 31, 2008
and July 31, 2008 were $6.6 million and $7.2 million, respectively, and are
included in Deferred revenue and allowances in the accompanying balance sheets.
7. Subsequent Event
Effective August 14, 2008, the Company entered into a $210 million revolving
loan facility that provides funding based on a borrowing base calculation that
includes accounts receivable and inventory. The new facility, which replaced the
Company's $100 million revolving credit facility discussed in Note 5, matures in
August 2011 and bears interest at LIBOR plus a spread ranging from 225 basis
points to 275 basis points, based on a fixed charge coverage ratio. The spread
will be 225 basis points for the first six months under the facility, and then
will be subject to adjustment as discussed above. In addition to the fixed
charge coverage ratio, the new revolving loan facility includes a leverage ratio
requirement, a minimum receivables cash recovery percentage requirement, a net
capital expenditures limit and combined portfolio performance covenants. In
conjunction with completing this financing arrangement, the Company's QSPE
amended certain of its borrowing agreements to provide for the existence of the
Company's revolving loan facility and adjust certain terms of its borrowing
agreement to current market requirements, including reducing the advance on its
variable funding note facility from a maximum of 85% to a maximum of 76%, the
modification of the fixed charge coverage and leverage ratios to match those in
the new revolving loan facility and addition of combined portfolio performance
covenants. As a result of completing the new revolving credit facility and
amendments to the QSPE's borrowing agreements, a larger portion of the accounts
receivable the Company generates will be retained by the Company and not sold to
the QSPE, and as such will be included in the Company's consolidated balance
sheet, and the Company's retained interest in receivables transferred to the
QSPE will increase.
Additionally, on August 28, 2008, the Company's QSPE completed an
extension of the maturity date on its 364-day commitment to August 13, 2009. In
conjunction with the renewal, the cost of borrowings under this $300 million
facility increased and will now bear interest at the commercial paper rate
plus 250 basis points, in most instances.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
This report contains forward-looking statements. We sometimes use words
such as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "project" and similar expressions, as they relate to us, our
management and our industry, to identify forward-looking statements.
Forward-looking statements relate to our expectations, beliefs, plans,
strategies, prospects, future performance, anticipated trends and other future
events. We have based our forward-looking statements largely on our current
expectations and projections about future events and financial trends affecting
our business. Actual results may differ materially. Some of the risks,
uncertainties and assumptions about us that may cause actual results to differ
from these forward-looking statements include, but are not limited to:
o the success of our growth strategy and plans regarding opening new
stores and entering adjacent and new markets, including our plans to
continue expanding in existing markets;
o our ability to open and profitably operate new stores in existing,
adjacent and new geographic markets;
o our intention to update, relocate or expand existing stores;
o our ability to introduce additional product categories;
o our ability to obtain capital for required capital expenditures and
costs related to the opening of new stores or to update, relocate or
expand existing stores;
o our cash flows from operations, borrowings from our revolving line of
credit and proceeds from securitizations to fund our operations, debt
repayment and expansion;
o our ability and our QSPE's ability to obtain additional funding for
the purpose of funding the receivables generated by us, including
limitations on the ability of our QSPE to obtain financing through its
commercial paper-based funding sources and its ability to maintain the
current credit rating issued by a recognized statistical rating
organization;
o the cost of any renewed or replacement credit facilities;
o the effect of rising interest rates that could increase our cost of
borrowing or reduce securitization income;
o the effect of rising interest rates on sub-prime mortgage borrowers
that could impair our customers' ability to make payments on
outstanding credit accounts;
o our inability to make customer financing programs available that allow
consumers to purchase products at levels that can support our growth;
o the potential for deterioration in the delinquency status of the sold
or owned credit portfolios or higher than historical net charge-offs
in the portfolios could adversely impact earnings;
o the long-term effect of the change in bankruptcy laws could effect net
charge-offs in the credit portfolio which could adversely impact
earnings;
o technological and market developments, growth trends and projected
sales in the home appliance and consumer electronics industry,
including, with respect to digital products, DVD players, HDTV, GPS
devices, home networking devices and other new products, and our
ability to capitalize on such growth;
o the potential for price erosion or lower unit sales that could result
in declines in revenues;
13
o higher oil and gas prices that could adversely affect our customers'
shopping decisions and patterns, as well as the cost of our delivery
and service operations and our cost of products, if vendors pass on
their additional fuel costs through increased pricing for products;
o the ability to attract and retain qualified personnel;
o both short-term and long-term impact of adverse weather conditions
(e.g. hurricanes) that could result in volatility in our revenues and
increased expenses and casualty losses;
o changes in laws and regulations and/or interest, premium and
commission rates allowed by regulators on our credit, credit insurance
and service maintenance agreements as allowed by those laws and
regulations;
o our relationships with key suppliers;
o the adequacy of our distribution and information systems and
management experience to support our expansion plans;
o changes in the assumptions used in the valuation of our interests in
securitized assets at fair value;
o the accuracy of our expectations regarding competition and our
competitive advantages;
o changes in our stock price;
o the potential for market share erosion that could result in reduced
revenues;
o the accuracy of our expectations regarding the similarity or
dissimilarity of our existing markets as compared to new markets we
enter; and
o the outcome of litigation affecting our business.
Additional important factors that could cause our actual results to differ
materially from our expectations are discussed under "Risk Factors" in our Form
10-K filed with the Securities Exchange Commission on March 27, 2008. In light
of these risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this report might not happen.
The forward-looking statements in this report reflect our views and
assumptions only as of the date of this report. We undertake no obligation to
update publicly or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
All forward-looking statements attributable to us, or to persons acting on
our behalf, are expressly qualified in their entirety by these cautionary
statements.
General
We intend for the following discussion and analysis to provide you with a
better understanding of our financial condition and performance in the indicated
periods, including an analysis of those key factors that contributed to our
financial condition and performance and that are, or are expected to be, the key
"drivers" of our business.
We are a specialty retailer that sells home appliances, including
refrigerators, freezers, washers, dryers, dishwashers and ranges, a variety of
consumer electronics, including LCD, plasma and DLP televisions, camcorders,
digital cameras, DVD players, video game equipment, MP3 players and home theater
products, lawn and garden products, mattresses and furniture. We also sell home
office equipment, including computers and computer accessories and continue to
introduce additional product categories for the home and consumer entertainment,
such as GPS devices, to help increase same store sales and to respond to our
14
customers' product needs. We require our sales associates to be knowledgeable of
all of our products, but to specialize in certain specific product categories.
We currently operate 73 retail locations in Texas, Louisiana and Oklahoma,
and have additional stores under development.
Unlike many of our competitors, we provide flexible in-house credit options
for our customers. In the last three years, we financed, on average,
approximately 59% of our retail sales through our internal credit programs. We
finance a large portion of our customer receivables through an asset-backed
securitization facility, and we derive servicing fee income and interest income
from these assets. As part of our asset-backed securitization facility, we have
created a qualifying special purpose entity, which we refer to as the QSPE or
the Issuer, to purchase customer receivables from us and issue medium-term and
variable funding notes secured by the receivables to third parties to finance
its acquisition of the receivables. We transfer receivables, consisting of
retail installment and revolving account receivables extended to our customers,
to the issuer in exchange for cash and subordinated securities. In August 2008,
we entered into an asset based loan agreement to provide financing for a portion
of our receivables. Receivables financed by this facility will be carried on our
balance sheet and we will derive interest income from these assets.
We also derive revenues from repair services on the products we sell and
from product delivery and installation services we provide to our customers.
Additionally, acting as an agent for unaffiliated companies, we sell credit
insurance and service maintenance agreements to protect our customers from
credit losses due to death, disability, involuntary unemployment and property
damage and product failure not covered by a manufacturers' warranty. We also
derive revenues from the sale of extended service maintenance agreements, under
which we are the primary obligor, to protect the customers after the original
manufacturer's warranty or service maintenance agreement has expired.
Our business is moderately seasonal, with a slightly greater share of our
revenues, pretax and net income realized during the quarter ending January 31,
due primarily to the holiday selling season.
Executive Overview
This narrative is intended to provide an executive level overview of our
operations for the three and six months ended July 31, 2008. A detailed
explanation of the changes in our operations for these periods as compared to
the prior year is included under Results of Operations. As explained in that
section, our pretax income for the quarter ended July 31, 2008, increased
approximately $2.3 million, or 16.1% and our pretax income for the six months
ended July 31, 2008, decreased approximately $1.5 or 4.4%, primarily as a result
of a $4.3 million non-cash decrease in the fair value of our interests in
securitized assets. Some of the more specific items impacting our operating and
pretax income were:
o Total revenues increased 7.4% on a net sales increase of 6.5%, with a same
store sales decrease of 1.4% for the quarter and total revenues increased
6.9% on a net sales increase of 7.0%, with a same store sales decrease of
0.2% for the six months ended July 31, 2008. Total revenues were negatively
impacted for the three and six months ended July 31, 2008, by $1.2 million
and $4.3 million non-cash fair value adjustments, respectively.
o The addition of stores in our existing Houston, Dallas/Fort Worth, San
Antonio and South Texas markets and a new store in Oklahoma had a positive
impact on our revenues. We achieved approximately $14.4 million and $26.4
million of increases in product sales and service maintenance agreement
commissions for the three and six months ended July 31, 2008, respectively,
from the eleven new stores that were opened in these markets after February
1, 2007. Our plans provide for the opening of additional stores in and
around existing markets during fiscal 2009 as we focus on leveraging our
existing infrastructure.
o Deferred interest and "same as cash" plans continue to be an important part
of our sales promotion plans and are utilized to provide a wide variety of
financing to enable us to appeal to a broader customer base. For the three
and six months ended July 31, 2008, $35.2 million, or 20.1%, and $80.8
million, or 22.8%, respectively, of our product sales were financed by
deferred interest and "same as cash" plans. For the comparable periods in
the prior year, product sales financed by deferred interest and "same as
cash" sales were $44.0 million, or 26.9% and $88.1 million, or 26.7%. Our
promotional credit programs (same as cash and deferred interest programs),
15
which require monthly payments, are reserved for our highest credit quality
customers, thereby reducing the overall risk in the portfolio, and are used
primarily to finance sales of our highest margin products. We expect to
continue to offer extended term promotional credit in the future.
o Our gross margin decreased from 37.4% to 36.4% for the three months ended
July 31, 2008, and from 38.0% to 35.8% for the six months ended July 31,
2008, when compared to the same period in the prior year. The decline
resulted primarily from a reduction of product gross margins from 23.5% to
21.9%, and 24.4% to 22.3% for the three and six months ended July 31, 2008,
respectively, when compared to the same period in the prior year, and a
$1.2 million and $4.3 million non-cash decrease in the fair value of our
interests in securitized assets for the three and six months ended July 31,
2008, respectively. The product gross margins were negatively impacted by a
highly price competitive retail market, especially in consumer electronics.
o Total Finance charges and other increased 13.7% and 6.0% for the three and
six months ended July 31, 2008. Total gains on sales, servicing fees and
interest on retained interests increased $3.5 million, or 18.3% and $6.0
million, or 16.0%, during the three and six months ended July 31, 2008,
respectively, as compared to the prior year, driven primarily by growth in
the sold portfolio over the past year and a reduction in borrowing costs,
partially offset by a higher net credit loss rate. The net credit loss rate
rose to 2.8% and 3.0% for the three and six months ended July 31, 2008,
respectively, from 2.3% and 2.5% for the same periods in the prior year,
but is expected to remain at or below 3.0% for the remainder of the current
fiscal year. The decrease in fair value of our Interests in securitized
assets for the three months ended July 31, 2008 was due to higher projected
interest rates. The decrease in the fair value of our Interests in
securitized assets for the six months ended July 31, 2008 was primarily a
result of an increase in the estimated risk premium expected by a market
participant included in the discount rate assumption in the discounted cash
flow model used to determine the fair value of our interests in securitized
assets. The risk premium included in the discount rate assumption was
increased due to the continued volatility in the financial markets during
the period and is not related to the performance of the credit portfolio or
our credit collection operations.
o During the three and six months ended July 31, 2008, Selling, general and
administrative (SG&A) expense decreased as a percent of revenues to 28.8%
and 28.2%, respectively, from 30.5% and 29.7% in the prior year period. The
improvement was driven largely by lower compensation costs in absolute
dollars and as a percent of revenues as compared to the prior year, as well
as reduced advertising expense as a percent of revenues. Additionally,
reductions in certain store operating expenses, including repairs and
maintenance and janitorial services contributed to the improvement.
Partially offsetting these improvements were increases in utilities expense
and stock-based compensation expense.
o The provision for income taxes for the three and six months ended July 31,
2008, was impacted primarily by the change in pre-tax income. The provision
for income taxes for the three and six months ended July 31, 2007 was
impacted by the one-time reversal of approximately $0.9 million of accrued
Texas margin tax.
Operational Changes and Resulting Outlook
We have three stores under development that we expect to open by January 31,
2009. In addition to these three stores, through August 28, 2008, we had already
opened four new and three replacement stores. This represents a total of ten
stores, including seven new and three replacement stores, that we expect to open
by January 31, 2009. We have additional sites under consideration for future
development and continue to evaluate our store opening plans for future years,
in light of capital availability.
As a result of the completion of our new $210 million revolving credit
facility, we will begin retaining a larger portion of the accounts receivables
we generate on our balance sheet, as opposed to transferring them to our QSPE.
As such, as compared to the net interest earnings of our QSPE, which are
recorded based on fair value as securitization income in Finance charges and
other, for the receivables we retain we will begin reporting interest income on
the receivables as earned, which is included in Finance charges and other, a
Provision for bad debts based on future expected write-offs of the receivables
and Interest expense as incurred, beginning in the quarter ended October 31,
2008.
16
The consumer electronics industry depends on new products to drive same
store sales increases. Typically, these new products, such as high-definition
televisions, DVD players, digital cameras, MP3 players and GPS devices are
introduced at relatively high price points that are then gradually reduced as
the product becomes mainstream. To sustain positive same store sales growth,
unit sales must increase at a rate greater than the decline in product prices.
The affordability of the product helps drive the unit sales growth. However, as
a result of relatively short product life cycles in the consumer electronics
industry, which limit the amount of time available for sales volume to increase,
combined with rapid price erosion in the industry, retailers are challenged to
maintain overall gross margin levels and positive same store sales. This has
historically been our experience, and we continue to adjust our marketing
strategies to address this challenge through the introduction of new product
categories and new products within our existing categories. Over the past year,
our gross margins have been negatively impacted by price competition on flat
panel televisions. As a result, our product gross margins began declining in the
second quarter of fiscal year 2008. We expect our product gross margins to
stabilize relative to prior year comparisons beginning in the third quarter,
though there is no guarantee that pricing pressures will not intensify.
Application of Critical Accounting Policies
In applying the accounting policies that we use to prepare our consolidated
financial statements, we necessarily make accounting estimates that affect our
reported amounts of assets, liabilities, revenues and expenses. Some of these
accounting estimates require us to make assumptions about matters that are
highly uncertain at the time we make the accounting estimates. We base these
assumptions and the resulting estimates on authoritative pronouncements,
historical information, advice of experts and other factors that we believe to
be reasonable under the circumstances, and we evaluate these assumptions and
estimates on an ongoing basis. We could reasonably use different accounting
estimates, and changes in our accounting estimates could occur from period to
period, with the result in each case being a material change in the financial
statement presentation of our financial condition or results of operations. We
refer to accounting estimates of this type as "critical accounting estimates."
We believe that the critical accounting estimates discussed below are among
those most important to an understanding of our consolidated financial
statements as of July 31, 2008.
Transfers of Financial Assets. We transfer customer receivables to a QSPE
that issues asset-backed securities to third-party lenders using these accounts
as collateral, and we continue to service these accounts after the transfer. We
recognize the sale of these accounts when we relinquish control of the
transferred financial asset in accordance with SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,
as amended by SFAS No. 155, Accounting for Certain Hybrid Financial Instruments.
As we transfer the accounts we record an asset representing our interest in the
cash flows of the QSPE, which is the difference between the interest earned on
customer accounts and the cost associated with financing and servicing the
transferred accounts, including a provision for bad debts associated with the
transferred accounts, plus our retained interest in the transferred receivables,
discounted using a return that would be expected by a third-party investor. We
recognize the income from our interest in these transferred accounts as gains on
the transfer of the asset, interest income and servicing fees. This income is
recorded as Finance charges and other in our consolidated statements of
operations. Additionally, changes in the fair value due to assumption changes
are recorded in Finance charges and other. We value our interest in the cash
flows of the QSPE at fair value under the provisions of SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities, and SFAS No. 157,
Fair Value Measurements.
We estimate the fair value of our Interests in securitized assets using a
discounted cash flow model with most of the inputs used being unobservable
inputs. The primary unobservable inputs, which are derived principally from our
historical experience, with input from our investment bankers and financial
advisors, include the estimated portfolio yield, credit loss rate, discount
rate, payment rate and delinquency rate and reflect our judgments about the
assumptions market participants would use in determining fair value. In
determining the cost of borrowings, we use current actual borrowing rates, and
adjust them, as appropriate, using interest rate futures data from market
sources to project interest rates over time. Changes in the assumptions over
time, including varying credit portfolio performance, market interest rate
changes, market participant risk premiums required, or a shift in the mix of
funding sources, could result in significant volatility in the fair value of the
Interest in securitized assets, and thus our earnings.
17
During the three months ended April 30, 2008, risk premiums required by
market participants on many investments increased as a result of continued
volatility in the financial markets. Though we do not anticipate any significant
variation from the current earnings and cash flow performance of our securitized
credit portfolio, we increased the risk premium included in the discount rate
assumption used in the determination of the fair value of our interests in
securitized assets to reflect the higher expected risk premiums included in
investment returns we believe a market participant would require if purchasing
our interests. Based on a review of the changes in market risk premiums during
the three months ended April 30, 2008, and discussions with our investment
bankers and financial advisors, we estimated that a market participant would
require an approximately 300 basis point increase in the required risk premium.
As a result, the Company increased the weighted average discount rate assumption
from 16.5% at January 31, 2008, to 19.3% at April 30, 2008, after reflecting a
26 basis point decrease in the risk-free interest rate included in the discount
rate assumption. Based on its review of available information at July 31, 2008,
the Company concluded that a market participant would not require a change in
the risk premium from that which as used at April 30, 2008. Due to the continued
volatility in the securitization market, we eliminated the assumed bond offering
included in our January 31, 2008, valuation and in its place have included an
estimate of the increase in borrowing costs due to the expected renewal of a
portion of the QSPE's financing facilities that we estimate a market participant
would use in determining the fair value of our Interests in securitized assets
as of July 31, 2008. The increase in the discount rate has the effect of
deferring income to future periods, but not permanently reducing securitization
income or our earnings. If a market participant were to require a risk premium
that is 100 basis points higher than we estimated in the fair value calculation,
the fair value of our Interests in securitized assets would be decreased by an
additional $1.7 million as of July 31, 2008. If we had assumed a 10.0% reduction
in net interest spread (which might be caused by rising interest rates or
reductions in rates charged on the accounts transferred), our Interests in
securitized assets and Finance charges and other would have been reduced by $7.1
million as of July 31, 2008. If the assumption used for estimating credit losses
was increased by 0.5%, the impact to Finance charges and other would have been a
reduction in revenues and pretax income of $2.6 million as of July 31, 2008.
Revenue Recognition. Revenues from the sale of retail products are
recognized at the time the customer takes possession of the product. Such
revenues are recognized net of any adjustments for sales incentive offers such
as discounts, coupons, rebates, or other free products or services and discounts
of promotional credit sales that will extend beyond one year. We sell service
maintenance agreements and credit insurance contracts on behalf of unrelated
third parties. For contracts where the third parties are the obligors on the
contract, commissions are recognized in revenues at the time of sale, and in the
case of retrospective commissions, at the time that they are earned. Where we
sell service maintenance renewal agreements in which we are deemed to be the
obligor on the contract at the time of sale, revenue is recognized ratably, on a
straight-line basis, over the term of the service maintenance agreement. These
service maintenance agreements are renewal contracts that provide our customers
protection against product repair costs arising after the expiration of the
manufacturer's warranty and the third party obligor contracts. These agreements
typically range from 12 months to 36 months. These agreements are separate units
of accounting under Emerging Issues Task Force No. 00-21, Revenue Arrangements
with Multiple Deliverables. The amount of service maintenance agreement revenue
deferred at July 31, 2008, and January 31, 2008, was $7.2 million and $6.6
million, respectively, and is included in Deferred revenues and allowances in
the accompanying balance sheets.
Vendor Allowances. We receive funds from vendors for price protection,
product rebates (earned upon purchase or sale of product), marketing and
training and promotion programs which are recorded on the accrual basis as a
reduction to the related product cost or advertising expense according to the
nature of the program. We accrue rebates based on the satisfaction of terms of
the program and sales of qualifying products even though funds may not be
received until the end of a quarter or year. If the programs are related to
product purchases, the allowances, credits or payments are recorded as a
reduction of product cost; if the programs are related to product sales, the
allowances, credits or payments are recorded as a reduction of cost of goods
sold; if the programs are related to promotion or marketing of the product, the
allowances, credits, or payments are recorded as a reduction of advertising
expense in the period in which the expense is incurred.
Share-Based Compensation. In December 2004, SFAS No. 123R, Share-Based
Payment, was issued. Under the requirements of this statement we measure the
cost of employee services received in exchange for an award of equity
instruments, typically stock options, based on the grant-date fair value of the
18
award, and record that cost over the period during which the employee is
required to provide service in exchange for the award. The grant-date fair value
is based on our best estimate of key assumptions, including expected time period
over which the options will remain outstanding and expected stock price
volatility at the date of grant. Additionally, we must estimate expected
forfeitures for each stock option grant and adjust the recorded compensation
expense accordingly.
Accounting for Leases. The accounting for leases is governed primarily by
SFAS No. 13, Accounting for Leases. As required by the standard, we analyze each
lease, at its inception and any subsequent renewal, to determine whether it
should be accounted for as an operating lease or a capital lease. Additionally,
monthly lease expense for each operating lease is calculated as the average of
all payments required under the minimum lease term, including rent escalations.
Generally, the minimum lease term begins with the date we take possession of the
property and ends on the last day of the minimum lease term, and includes all
rent holidays, but excludes renewal terms that are at our option. Any tenant
improvement allowances received are deferred and amortized into income as a
reduction of lease expense on a straight line basis over the minimum lease term.
The amortization of leasehold improvements is computed on a straight line basis
over the shorter of the remaining lease term or the estimated useful life of the
improvements. For transactions that qualify for treatment as a sale-leaseback,
any gain or loss is deferred and amortized as rent expense on a straight-line
basis over the minimum lease term. Any deferred gain would be included in
Deferred gain on sale of property and any deferred loss would be included in
Other assets on the consolidated balance sheets.
19
Results of Operations
The following table sets forth certain statement of operations information
as a percentage of total revenues for the periods indicated:
Three Months Ended Six Months Ended
July 31, July 31,
------------------------ -----------------------
2007 2008 2007 2008
----------- ------------ ---------- ------------
Revenues:
Product sales 80.4% 80.2% 80.8% 81.3%
Service maintenance agreement commissions (net) 4.5 4.5 4.5 4.5
Service revenues 3.0 2.5 2.8 2.4
----------- ------------ ---------- ------------
Total net sales 87.9 87.2 88.1 88.2
Finance charges and other 12.3 13.3 12.0 12.7
Net increase (decrease) in fair value (0.2) (0.5) (0.1) (0.9)
----------- ------------ ---------- ------------
Total finance charges and other 12.1 12.8 11.9 11.8
----------- ------------ ---------- ------------
Total revenues 100.0 100.0 100.0 100.0
Costs and expenses:
Cost of goods sold, including
warehousing and occupancy cost 61.6 62.6 61.0 63.1
Cost of parts sold, including
warehousing and occupancy cost 1.0 1.0 1.0 1.1
Selling, general and administrative expense 30.5 28.8 29.7 28.2
Provision for bad debts 0.2 0.2 0.2 0.1
----------- ------------ ---------- ------------
Total costs and expenses 93.3 92.6 91.9 92.5
----------- ------------ ---------- ------------
Operating income 6.7 7.4 8.1 7.5
Interest income, net (0.1) (0.0) (0.1) 0.0
Other (income) / expense, net 0.0 0.1 (0.2) 0.0
----------- ------------ ---------- ------------
Income before income taxes 6.8 7.3 8.4 7.5
Provision for income taxes 2.1 2.7 2.9 2.7
----------- ------------ ---------- ------------
Net income 4.7% 4.6% 5.5% 4.8%
=========== ============ ========== ============
Same store sales growth is calculated by comparing the reported sales by
store for all stores that were open throughout a period, to reported sales by
store for all stores that were open throughout the prior year period. Sales from
closed stores, if any, are removed from each period. Sales from relocated stores
have been included in each period because each store was relocated within the
same general geographic market. Sales from expanded stores have been included in
each period.
The presentation of gross margins may not be comparable to other retailers
since we include the cost of our in-home delivery service as part of Selling,
general and administrative expense. Similarly, we include the cost related to
operating our purchasing function in Selling, general and administrative
expense. It is our understanding that other retailers may include such costs as
part of their cost of goods sold.
Three Months Ended July 31, 2008 Compared to Three Months Ended July 31, 2007
--------------------------------- ------------ ------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
--------------------------------- ------------ ------------- ------------------
Net sales $ 190.6 $179.0 11.6 6.5
--------------------------------- ------------ ------------- --------- --------
Finance charges and other 29.1 25.0 4.1 16.4
--------------------------------- ------------ ------------- --------- --------
Net decrease in fair value (1.2) (0.5) (0.7) 140.0
--------------------------------- ------------ ------------- --------- --------
Total Revenues $ 218.5 $ 203.5 15.0 7.4
--------------------------------- ------------ ------------- --------- --------
20
The $11.6 million increase in net sales was made up of the following:
o a $14.4 million increase generated by eleven retail locations that
were not open for the three months in each period; and
o a $2.5 million same store sales decrease of 1.4%, driven by weakness
in appliances and lawn and garden products which offset strong growth
in consumer electronics, especially LCD televisions;
o a $0.3 million increase resulted from a decrease in discounts on
extended-term promotional credit sales (those with terms longer than
12 months).
o a $0.6 million decrease resulted from a decrease in service revenues.
The components of the $11.6 million increase in net sales were a $11.4
million increase in Product sales and a $0.2 million increase in service
maintenance agreement commissions and service revenues. The $11.4 million
increase in product sales resulted from the following:
o approximately $14.8 million increase attributable to an overall
increase in the average unit price. The increase was due primarily to
a change in the mix of product sales, driven by an increase in the
consumer electronics category, which has the highest average price
point of any category, as a percentage of total product sales.
Additionally, there were category price point increases as a result of
a shift to higher-priced high-efficiency laundry items and increases
in laptop computer and video game equipment sales, partially offset by
a decline in the average price points on our electronics, and lawn and
garden categories, and
o approximately $3.4 million decrease attributable to decreases in total
unit sales, due primarily to decreased home appliance sales, which
offset solid growth in consumer electronics.
The $0.2 million increase in service maintenance agreement commissions and
service revenues was driven by increased sales of service maintenance agreements
due to higher product sales, partially offset by lower service revenues.
The following table presents the makeup of net sales by product
category in each quarter, including service maintenance agreement commissions
and service revenues, expressed both in dollar amounts and as a percent of total
net sales. Classification of sales has been adjusted from previous filings to
ensure comparability between the categories.
Three Months Ended July 31,
-----------------------------------------------------
2007 2008
------------------------- --------------------------- Percent
Category Amount Percent Amount Percent Change
------------ ------------ ------------ -------------- -------------
Consumer electronics $ 54,061 30.2% $ 63,033 33.1% 16.6% (1)
Home appliances 60,732 33.9 60,920 31.9 0.3 (2)
Track 20,425 11.4 23,180 12.1 13.5 (3)
Furniture and mattresses 15,284 8.6 16,558 8.7 8.3 (4)
Lawn and garden 8,555 4.8 7,027 3.7 (17.9) (5)
Delivery 3,301 1.8 3,209 1.7 (2.8) (6)
Other 1,435 0.8 1,313 0.7 (8.5)
------------ ------------ ------------ --------------
Total product sales 163,793 91.5 175,240 91.9 7.0
Service maintenance agreement
commissions 9,071 5.1 9,911 5.2 9.3 (7)
Service revenues 6,137 3.4 5,488 2.9 (10.6) (8)
------------ ------------ ------------ --------------
Total net sales $179,001 100.0% $190,639 100.0% 6.5%
============ ============ ============ ==============
-------------------------------------
(1) This increase is due to continued consumer interest in LCD
televisions, which offset declines in projection and plasma
televisions.
21
(2) The home appliance category increased slightly on strong room air
conditioning sales and an increase in laundry sales, as the appliance
market in general showed continued weakness.
(3) The increase in track sales (consisting largely of computers, computer
peripherals, video game equipment, portable electronics and small
appliances) is driven primarily by increased video game equipment and
laptop computer sales, and the addition of GPS devices.
(4) This increase is due to store expansion and higher furniture sales
driven by the impact of additional vendors and product offerings.
(5) This category was impacted by lower rainfall during this year's fiscal
quarter negatively impacting the selling season as compared to fiscal
2008.
(6) This decrease was due to a reduction in the total number of
deliveries.
(7) This increase is due to the increase in product sales.
(8) This decrease is driven by a decrease in the number of warranty
service calls performed by our technicians.
Total Finance charges and other increased 13.7% for the quarter ended July
31, 2008, as securitization income increased by $3.1 million, or 16.9%, net of a
$1.2 million decrease in the fair value of our Interests in securitized assets.
The increase in total Finance charges and other was due primarily to the growth
of our portfolio and reduced borrowing costs due to lower short-term interest
rates in the commercial-paper market and a higher percentage of the QSPE's
borrowings being under its commercial-paper based borrowing facility. These
decreases were partially offset by a higher net credit loss rate, which
increased from 2.3% in the prior year to 2.8% in the quarter ended July 31,
2008. The decrease in the fair value of our Interests in securitized assets was
primarily a result of an increase in the projected interest rates used in the
discounted cash flow model used to determine the fair value of our interests in
securitized assets.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Cost of goods sold $136.8 $125.3 11.5 9.2
----------------------------------- ---------- -------------- --------- --------
As a percent of net product sales 78.1% 76.5% 1.6
----------------------------------- ---------- -------------- --------- --------
Cost of goods sold increased as a percent of net product sales from the 2007
period to the 2008 period due to pricing pressures in retailing in general, and
especially on flat-panel TV's.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Cost of service parts sold $2.3 $2.1 0.2 9.5
----------------------------------- ---------- -------------- --------- --------
As a percent of service revenues 41.3% 34.6% 6.7
----------------------------------- ---------- -------------- --------- --------
This increase was due primarily to a 22.6% increase in parts sales, which
grew faster than labor sales.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Selling, general and administrative
expense $62.9 $62.1 0.8 1.3
----------------------------------- ---------- -------------- --------- --------
As a percent of total revenues 28.8% 30.5% (1.7)
----------------------------------- ---------- -------------- --------- --------
The increase in SG&A expense was largely attributable to the growth of the
Company and addition of new stores. The improvement in our SG&A expense as a
percent of revenues was largely driven by lower compensation costs in absolute
dollars and as a percent of revenues as compared to the prior year, as well as
reduced advertising expense as a percent of revenues. Additionally, reductions
in certain store operating expenses, including repairs and maintenance and
janitorial services contributed to the improvement. Partially offsetting these
improvements were increases in utilities, management information systems and
stock-based compensation expenses.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Thousands) 2008 2007 $ %
----------------------------------- ---------- -------------- ------------------
Interest income, net $(85) $(251) 166 (66.1)
----------------------------------- ---------- -------------- ------------------
The decrease in net interest income was a result of a decrease in interest
income from invested funds due to lower balances of invested cash and lower
interest rates earned on amounts invested.
22
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Provision for income taxes $6.0 $4.3 1.7 39.5
----------------------------------- ---------- -------------- --------- --------
As a percent of income before
income taxes 37.0% 30.8% 6.2
----------------------------------- ---------- -------------- --------- --------
This increase in taxes as a percent of income before income taxes was
impacted primarily by the one-time reversal of approximately $0.9 million of
accrued Texas margin tax in the prior year period.
Six Months Ended July 31, 2008 Compared to Six Months Ended July 31, 2007
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Net sales $ 385.7 $360.3 25.4 7.0
----------------------------------- ---------- -------------- --------- --------
Finance charges and other 55.7 48.9 6.8 13.9
----------------------------------- ---------- -------------- --------- --------
Net decrease in fair value (4.3) (0.4) (3.9) N/A
----------------------------------- ---------- -------------- --------- --------
Total Revenues $ 437.1 $ 408.8 28.3 6.9
----------------------------------- ---------- -------------- --------- --------
The $25.4 million increase in net sales was made up of the following:
o a $26.4 million increase generated by eleven retail locations that
were not open for the six months in each period;
o a $0.7 million same store sales decrease of 0.2%, driven by weakness
in appliance and lawn and garden sales;
o a $0.6 million increase resulted from a decrease in discounts on
extended-term promotional credit sales (those with terms longer than
12 months); and
o a $0.9 million decrease resulted from a decrease in service revenues.
The components of the $25.4 million increase in net sales were a $24.7
million increase in Product sales and a $0.7 million increase in service
maintenance agreement commissions and service revenues. The $24.7 million
increase in product sales resulted from the following:
o approximately $30.5 million increase attributable to an overall
increase in the average unit price. The increase was due primarily to
a change in the mix of product sales, driven by an increase in the
consumer electronics category, which has the highest average price
point of any category, as a percentage of total product sales.
Additionally, there were category price point increases as a result of
a shift to higher-priced high-efficiency laundry items and increases
in laptop computer and video game equipment sales, partially offset by
a decline in the average price points on our electronics, and lawn and
garden categories, and
o approximately $5.8 million decrease attributable to decreases in total
unit sales, due primarily to decreased home appliance sales, which
offset solid growth in consumer electronics.
The $0.7 million increase in service maintenance agreement commissions and
service revenues was driven by increased sales of service maintenance agreements
due to higher product sales, partially offset by lower service revenues.
23
The following table presents the makeup of net sales by product
category, including service maintenance agreement commissions and service
revenues, expressed both in dollar amounts and as a percent of total net sales.
Classification of sales has been adjusted from previous filings to ensure
comparability between the categories.
Six Months Ended July 31,
--------------------------------------------------
2007 2008
------------------------ ------------------------- Percent
Category Amount Percent Amount Percent Change
------------ ----------- ----------- ------------- ------------
Consumer electronics $112,249 31.1% $136,832 35.5% 21.9% (1)
Home appliances 118,444 32.9 116,104 30.1 (2.0) (2)
Track 42,736 11.9 46,266 12.0 8.3 (3)
Furniture and mattresses 33,201 9.2 34,271 8.9 3.2 (4)
Lawn and garden 14,711 4.1 12,702 3.3 (13.7) (5)
Delivery 6,365 1.8 6,346 1.6 (0.3) (6)
Other 2,726 0.7 2,630 0.6 (3.5)
------------ ----------- ----------- -------------
Total product sales 330,432 91.7 355,151 92.0 7.5
Service maintenance agreement
commissions 18,352 5.1 19,881 5.2 8.3 (7)
Service revenues 11,582 3.2 10,680 2.8 (7.8) (8)
------------ ----------- ----------- -------------
Total net sales $360,366 100.0% $385,712 100.0% 7.0%
============ =========== =========== =============
----------------------------------
(1) This increase is due to continued consumer interest in LCD
televisions, which offset declines in projection and plasma
televisions.
(2) The home appliance category declined primarily due to lower
refrigeration sales, as room air sales increased, and the appliance
market in general showed continued weakness.
(3) The increase in track sales (consisting largely of computers, computer
peripherals, video game equipment, portable electronics and small
appliances) is driven primarily by increased video game equipment and
laptop computer sales, and the addition of GPS devices, partially
offset by declines in camcorder and camera sales.
(4) This increase is due to store expansion and a change in our furniture
and mattresses merchandising driven by the multi-vendor strategy
implemented during the prior year.
(5) This category was impacted by lower rainfall during this year's fiscal
period negatively impacting the selling season as compared to fiscal
2008.
(6) This decrease was due to a reduction in the total number of
deliveries.
(7) This increase is due to the increase in product sales.
(8) This decrease is driven by a decrease in the number of warranty
service calls performed by our technicians.
Total Finance charges and other increased 6.0% for the period ended July 31,
2008, as securitization income increased by $2.5 million, or 6.8%, net of a $4.3
million decrease in the fair value of our Interests in securitized assets. The
increase in total Finance charges and other was due primarily due to the growth
of our portfolio and lower borrowing costs, partially offset by a higher net
credit loss rate. The decrease in the fair value of our Interests in securitized
assets was primarily a result of an increase in the estimated risk premium
expected by a market participant included in the discount rate assumption used
in the discounted cash flow model used to determine the fair value of our
interests in securitized assets. The risk premium included in the discount rate
assumption was increased due to the continued volatility in the financial
markets during the period and is not related to the performance of the credit
portfolio or our credit collection operations.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Cost of goods sold $275.8 $249.7 26.1 10.5
----------------------------------- ---------- -------------- --------- --------
As a percent of net product sales 77.7% 75.6% 2.1
----------------------------------- ---------- -------------- --------- --------
Cost of goods sold increased as a percent of net product sales from the 2007
period to the 2008 period due to pricing pressures in retailing in general, and
especially on flat-panel TV's.
24
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Cost of service parts sold $4.6 $4.0 0.6 15.2
----------------------------------- ---------- -------------- --------- --------
As a percent of service revenues 43.0% 34.4% 8.6
----------------------------------- ---------- -------------- --------- --------
This increase was due primarily to a 21.8% increase in parts sales, which
grew faster than labor sales.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Selling, general and administrative
expense $123.3 $121.3 2.2 1.6
----------------------------------- ---------- -------------- --------- --------
As a percent of total revenues 28.2% 29.7% (1.5)
----------------------------------- ---------- -------------- --------- --------
The increase in SG&A expense was largely attributable to the growth of the
Company and addition of new stores. The improvement in our SG&A expense as a
percent of revenues was largely driven by lower compensation costs in absolute
dollars and as a percent of revenues as compared to the prior year, as well as
reduced advertising expense as a percent of revenues. Additionally, reductions
in certain store operating expenses, including repairs and maintenance and
janitorial services contributed to the improvement. Partially offsetting these
improvements were increases in utilities, management information systems and
stock-based compensation expenses.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Provision for bad debts $0.6 $0.9 (0.3) (33.0)
----------------------------------- ---------- -------------- --------- --------
As a percent of total revenues .14% .22% (0.08)
----------------------------------- ---------- -------------- --------- --------
The provision for bad debts on non-credit portfolio receivables and credit
portfolio receivables retained by us and not eligible to be transferred to the
QSPE decreased primarily as a result of reduced net credit charge-offs and
provision adjustments due to the decreased net credit losses. See the notes to
the financial statements for information regarding the performance of the credit
portfolio.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Thousands) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Interest income, net $(100) $(491) 391 (79.6)
----------------------------------- ---------- -------------- --------- --------
The decrease in net interest income was a result of a decrease in interest
income from invested funds due to lower balances of invested cash and lower
interest rates earned on amounts invested.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Thousands) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Other (income)/expense, net $106 $(886) 992 (112.0)
----------------------------------- ---------- -------------- --------- --------
During the period ended July 31, 2007, there were gains of approximately
$0.8 million recognized on the sale of two of the Company's store locations.
There were approximately $1.2 million of gains realized, but not recognized, in
the period ended July 31, 2007, on transactions qualifying for sale-leaseback
accounting that were deferred and are being amortized as a reduction of rent
expense on a straight-line basis over the minimum lease terms.
----------------------------------- ---------- -------------- ------------------
Change
------------------
(Dollars in Millions) 2008 2007 $ %
----------------------------------- ---------- -------------- --------- --------
Provision for income taxes $12.0 $11.7 0.3 2.4
----------------------------------- ---------- -------------- --------- --------
As a percent of income before
income taxes 36.5% 34.1% 2.4
----------------------------------- ---------- -------------- --------- --------
This increase in taxes as a percent of income before income taxes was
impacted primarily by the one-time reversal of approximately $0.9 million of
accrued Texas margin tax in the prior year period.
25
Liquidity and Capital Resources
Current Activities
We require capital to finance our growth as we add new stores and markets to
our operations, which in turn requires additional working capital for increased
receivables and inventory. We have historically financed our operations through
a combination of cash flow generated from operations and external borrowings,
including primarily bank debt, extended terms provided by our vendors for
inventory purchases, acquisition of inventory under consignment arrangements and
transfers of receivables to our asset-backed securitization facilities.
As of July 31, 2008, we had approximately $42.4 million in cash invested in
short-term, tax-free instruments. In addition to this invested cash, we had
$98.3 million under our revolving line of credit, net of standby letters of
credit issued, and $8.0 million under our unsecured bank line of credit
available to us for general corporate purposes and $21.5 million under extended
vendor terms for purchases of inventory. At July 31, 2008, our QSPE owed $50
million to its lenders under commitments that expired on July 29, 2008. The
amounts due will be repaid by the QSPE with collections on the receivables in
its portfolio. This repayment is expected to be completed by the end of
September 2008. After the repayment is complete, future collections on the
QSPE's receivables will be available to purchase receivables transferred by us
to the QSPE.
Effective August 14, 2008, we executed a $210 million revolving loan
facility that provides funding based on a borrowing base calculation that
includes accounts receivable and inventory. The new facility, which replaced our
$100 million revolving credit facility, matures in August 2011 and bears
interest at LIBOR plus a spread ranging from 225 basis points to 275 basis
points, based on a fixed charge coverage ratio. The spread will be 225 basis
points for the first six months under the new loan agreement, and then will be
subject to adjustment as discussed above. Additionally, the new loan agreement
includes an accordion feature allowing for future expansion of the committed
amount up to $350 million. In conjunction with completing this financing
arrangement, our QSPE amended certain of its borrowing agreements to provide for
the existence of the new revolving loan facility and adjust certain terms of its
borrowing arrangements to current market requirements, including reducing the
advance rate on its variable funding note facility from a maximum of 85% to a
maximum of 76%. As a result of completing the new revolving credit facility, a
larger portion of the accounts receivable we generate will be retained by us and
not sold to the QSPE, and as such will be included in our consolidated balance
sheet. Based on information at July 31, 2008, we would have had availability for
borrowing under the new credit facility of approximately $39.2 million, after
considering standby letters of credit issued. Availability under the new
facility will increase as new receivables are retained by us and included in the
borrowing base calculation. As a result of the changes in our borrowing
facilities, we estimate our immediately available liquidity be reduced to
approximately $40 million, before accessing other debt or equity markets,
including financing or selling owned real estate. Additionally, on August 28,
2008, our QSPE completed an extension of the maturity date on its 364-day
commitment to August 13, 2009. In conjunction with the renewal, the cost of
borrowings under this $300 million facility increased and will now bear interest
at the commercial paper rate plus 250 basis points, in most instances.
A summary of the significant financial covenants that govern our new bank
credit facility compared to our actual compliance status at July 31, 2008, is
presented below:
Required
Minimum/
Actual Maximum
-------------- ---------------
Fixed charge coverage ratio must exceed required minimum 1.64 to 1.00 1.30 to 1.00
Leverage ratio must be lower than required maximum 1.62 to 1.00 3.50 to 1.00
Cash recovery percentage must exceed required minimum 5.49% 4.75%
Capital expenditures, net must be lower than required maximum $21.5 million $22.0 million
Note: All terms in the above table are defined by the bank credit facility
and may or may not agree directly to the financial statement captions in
this document.
We will continue to finance our operations and future growth through a
combination of cash flow generated from operations and external borrowings,
26
including primarily bank debt, extended vendor terms for purchases of inventory,
acquisition of inventory under consignment arrangements and the QSPE's
asset-backed securitization facilities. Based on our current operating plans, we
believe that cash generated from operations, available borrowings under our bank
credit facility and unsecured credit line, extended vendor terms for purchases
of inventory, acquisition of inventory under consignment arrangements and cash
flows from the QSPE's asset-backed securitization program will be sufficient to
fund our operations, store expansion and updating activities, stock repurchases,
if any, and capital programs for at least 12 months. However, there are several
factors that could decrease cash provided by operating activities, including:
o reduced demand or margins for our products;
o more stringent vendor terms on our inventory purchases;
o loss of ability to acquire inventory on consignment;
o increases in product cost that we may not be able to pass on to our
customers;
o reductions in product pricing due to competitor promotional
activities;
o changes in inventory requirements based on longer delivery times of
the manufacturers or other requirements which would negatively impact
our delivery and distribution capabilities;
o increases in the retained portion of our receivables portfolio under
our current QSPE's asset-backed securitization program as a result of
changes in performance or types of receivables transferred
(promotional versus non-promotional and primary versus secondary
portfolio), or as a result of a change in the mix of funding sources
available to the QSPE, requiring higher collateral levels, or
limitations on the ability of the QSPE to obtain financing through its
commercial paper-based funding sources;
o reduced availability under our revolving credit facility as a result
of borrowing base requirements and the impact on the borrowing base
calculation of changes in the performance of the receivables financed
by that facility,
o reductions in the capacity or inability to expand the capacity
available for financing our receivables portfolio under existing or
replacement QSPE asset-backed securitization programs or a requirement
that we retain a higher percentage of the credit portfolio under such
programs;
o increases in program costs (interest and administrative fees relative
to our receivables portfolio associated with the funding of our
receivables);
o increases in personnel costs or other costs for us to stay competitive
in our markets; and
o the inability to get our current variable funding facility renewed.
If necessary, in addition to available cash balances, cash flow from
operations and borrowing capacity under our revolving facilities, additional
cash to fund our growth and increases in receivables balances could be obtained
by:
o reducing capital expenditures for new store openings,
o taking advantage of longer payment terms and financing available for
inventory purchases,
o utilizing other sources for providing financing to our customers,
o negotiating to expand the capacity available under existing credit
facilities, and
o accessing new debt or equity markets.
During the six months ended July 31, 2008, net cash provided by operating
activities increased $53.0 million from $6.8 million used in operating
activities in the six months ended July 31, 2007, to $46.2 million provided in
27
the six months ended July 31, 2008. Operating cash flows for the current period
were impacted primarily by improved funding rates on the sold receivables
portfolio, as the QSPE paid off the 2002 Series B bonds, and an increase in
accounts payable balances, due to the timing of inventory purchases and taking
advantage of payment terms available from its vendors. These increases were
partially offset by cash used to fund the increased inventory levels to support
our new stores.
As noted above, we offer promotional credit programs to certain customers
that provide for "same as cash" or deferred interest interest-free periods of
varying terms, generally three, six, 12, 18, 24 and 36 months, and require
monthly payments beginning in the month after the sale. The various "same as
cash" promotional accounts and deferred interest program accounts are eligible
for securitization up to the limits provided for in our securitization
agreements. This limit is currently 30.0% of eligible securitized receivables.
If we exceed this 30.0% limit, we would be required to use some of our other
capital resources to carry the unfunded balances of the receivables for the
promotional period. The percentage of eligible securitized receivables
represented by promotional receivables was 21.0% and 19.9%, as of July 31, 2007
and 2008, respectively. The weighted average promotional period was 14.5 months
and 15.8 months for promotional receivables outstanding as of July 31, 2007 and
2008, respectively. The weighted average remaining term on those same
promotional receivables was 10.8 months and 10.9 months as of July 31, 2007 and
2008, respectively. While overall these promotional receivables have a much
shorter weighted average term than non-promotional receivables, we receive less
income on these receivables, resulting in a reduction of the net interest margin
used in the calculation of the gain on the sale of receivables.
Net cash used in investing activities increased by $11.5 million, from $0.7
million provided in the fiscal 2008 period to $10.8 million used in the fiscal
2009 period. The net increase in cash used in investing activities resulted
primarily from a decline in proceeds from sales of property and equipment as
compared to the same period in the prior fiscal year, and increased purchases of
property and equipment in the current year period. The cash expended for
property and equipment was used primarily for construction of new stores and the
reformatting of existing stores to better support our current product mix. Based
on current plans, we expect expenditures for property and equipment for the
remainder of fiscal 2009 to be primarily for the completion and opening of three
additional stores.
Net cash from financing activities increased by $7.1 million from $6.8
million used during the six months ended July 31, 2007, to $0.3 million provided
during the six months ended July 31, 2008, as we suspended our stock repurchase
program in the current fiscal period.
In its regularly scheduled meeting on August 24, 2006, our Board of
Directors authorized the repurchase of up to $50 million of our common stock,
dependent on market conditions and the price of the stock. Through July 31,
2008, we had spent $37.1 million under this authorization to acquire 1,723,205
shares of our common stock though there were no shares repurchased during the
six months ended July 31, 2008, and our Board of Directors has terminated the
repurchase program.
Off-Balance Sheet Financing Arrangements
Since we extend credit in connection with a large portion of our retail,
service maintenance and credit insurance sales, we have created a qualified
special purpose entity, which we refer to as the QSPE or the issuer, to purchase
customer receivables from us and to issue medium-term and variable funding notes
secured by the receivables to third parties to obtain cash for these purchases.
We transfer receivables, consisting of retail installment contracts and
revolving accounts extended to our customers, to the issuer in exchange for cash
and subordinated, unsecured promissory notes. To finance its acquisition of
these receivables, the issuer has issued the notes and bonds described below to
third parties. The unsecured promissory notes issued to us are subordinate to
these third party notes and bonds.
At July 31, 2008, the issuer had issued two series of notes and bonds: the
2002 Series A variable funding note with a total availability of $300 million
and three classes of 2006 Series A bonds with an aggregate amount outstanding of
$150 million, of which $6.0 million was required to be placed in a restricted
cash account for the benefit of the bondholders. The 2002 Series A variable
funding note is composed of a $100 million 364-day tranche, and a $200 million
tranche that matures in 2012. The issuer recently completed an extension of the
28
maturity date on the 364-day commitment to August 13, 2009. In conjunction with
the renewal, the cost of borrowings under this $300 million facility increased
and will now bear interest at the commercial paper rate plus 250 basis points,
in most instances. $150 million of 364-day commitments expired on July 29, 2008.
At July 31, 2008, there was $50 million outstanding under this expired
commitment that will be repaid from collections on the receivables in the QSPE's
portfolio. If the net portfolio yield, as defined by agreements, falls below
5.0%, then the issuer may be required to fund additions to the cash reserves in
the restricted cash accounts. The net portfolio yield was 10.3% at July 31,
2008. Private institutional investors, primarily insurance companies, purchased
the 2006 Series A bonds at a weighted fixed rate of 5.75%. The weighted average
interest on the variable funding note during the month of July 2008 was 3.33%.
We continue to service the transferred accounts for the QSPE, and we receive
a monthly servicing fee, so long as we act as servicer, in an amount equal to
..25% multiplied by the average aggregate principal amount of receivables
serviced, including the amount of average aggregate defaulted receivables. The
issuer records revenues equal to the interest charged to the customer on the
receivables less losses, the cost of funds, the program administration fees paid
in connection with either the 2002 Series A, or 2006 Series A bond holders, the
servicing fee and additional earnings to the extent they are available.
Currently the 2002 Series A variable funding note permits the issuer to
borrow funds up to $300 million to purchase receivables from us or make
principal payments on other bonds, thereby functioning as a "basket" to
accumulate receivables. As issuer borrowings under the 2002 Series A variable
funding note approach the total commitment, the issuer is required to request an
increase in the 2002 Series A amount or issue a new series of bonds and use the
proceeds to pay down the then outstanding balance of the 2002 Series A variable
funding note, so that the basket will once again become available to accumulate
new receivables or meet other obligations required under the transaction
documents. As of July 31, 2008, borrowings under the 2002 Series A variable
funding note were $350.0 million and the amount in excess of the total facility
commitment will be repaid from collections on the receivables in QSPE's
portfolio.
We are not directly liable to the lenders under the asset-backed
securitization facility. If the issuer is unable to repay the 2002 Series A note
and 2006 Series A bonds due to its inability to collect the transferred customer
accounts, the issuer could not pay the subordinated notes it has issued to us in
partial payment for transferred customer accounts, and the 2006 Series A bond
holders could claim the balance in its $6.0 million restricted cash account. We
are also contingently liable under a $20.0 million letter of credit that secures
the performance of our obligations or services under the servicing agreement as
it relates to the transferred assets that are part of the asset-backed
securitization facility.
The issuer is subject to certain affirmative and negative covenants
contained in the transaction documents governing the 2002 Series A variable
funding note and 2006 Series A bonds, including covenants that restrict, subject
to specified exceptions: the incurrence of non-permitted indebtedness and other
obligations and the granting of additional liens; mergers, acquisitions,
investments and disposition of assets; and the use of proceeds of the program.
The issuer also makes representations and warranties relating to compliance with
certain laws, payment of taxes, maintenance of its separate legal entity,
preservation of its existence, protection of collateral and financial reporting.
In addition, the program requires the issuer to maintain a minimum net worth.
A summary of the significant financial covenants that govern the 2002
Series A variable funding note compared to actual compliance status at July 31,
2008, is presented below:
Required
Minimum/
As reported Maximum
-------------- ---------------
Issuer interest must exceed required minimum $90.3 million $74.8 million
Gross loss rate must be lower than required maximum 3.3% 10.0%
Net portfolio yield must exceed required minimum 10.3% 2.0%
Payment rate must exceed required minimum 6.5% 3.0%
Consolidated net worth must exceed required minimum $326.8 million $232.5 million
Note: All terms in the above table are defined by the asset backed
securitization program and may or may not agree directly to the financial
statement captions in this document.
Events of default under the 2002 Series A variable funding note and the 2006
Series A bonds, subject to grace periods and notice provisions in some
circumstances, include, among others: failure of the issuer to pay principal,
29
interest or fees; violation by the issuer of any of its covenants or agreements;
inaccuracy of any representation or warranty made by the issuer; certain
servicer defaults; failure of the trustee to have a valid and perfected first
priority security interest in the collateral; default under or acceleration of
certain other indebtedness; bankruptcy and insolvency events; failure to
maintain certain loss ratios and portfolio yield; change of control provisions
and certain other events pertaining to us. The issuer's obligations under the
program are secured by the receivables and proceeds.
Securitization Facilities
We finance most of our customer receivables through asset-
backed securitization facilities
------------------------------
2002 Series A Note
|----> $300 million Commitment
| Credit Rating: P1/A1
| Bank Commercial Paper Conduits
| ------------------------------
Customer Receivables |
|
------------------ -------> --------------------- |
Retail Qualifying |
Sales Special Purpose <----|
Entity Entity |
("QSPE") |
------------------ <------- --------------------- |
|
1. Cash Proceeds | ------------------------------
2. Subordinated Securities | 2006 Series A Bonds
3. Right to Receive Cash Flows | $150 million
Equal to Interest Spread | Private Institutional
|----> Investors
Class A: $90 mm (Aa3)
Class B: $43.3 mm (Baa2)
Class C: $16.7 mm (Ba2)
------------------------------
Both the bank credit facility and the asset-backed securitization program
are significant factors relative to our ongoing liquidity and our ability to
meet the cash needs associated with the growth of our business. Our inability to
use either of these programs because of a failure to comply with their covenants
would adversely affect our continued growth. Funding of current and future
receivables under the QSPE's asset-backed securitization program can be
adversely affected if we exceed certain predetermined levels of re-aged
receivables, size of the secondary portfolio, the amount of promotional
receivables, write-offs, bankruptcies or other ineligible receivable amounts. If
the funding under the QSPE's asset-backed securitization program was reduced or
terminated, we would have to draw down our bank credit facility more quickly
than we have estimated.
30
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest rates under our new bank credit facility are variable and are
determined, at our option, as the base rate, which is the prime rate plus the
base rate margin, which ranges from 0.25% to 0.75%, or LIBOR plus the LIBOR
margin, which ranges from 2.25% to 2.75%. Interest rates under our QSPE's
variable funding note facility are variable and are determined based on the
commercial paper rate plus a spread of 2.50%. Accordingly, changes in the prime
rate, the commercial paper rate or LIBOR, which are affected by changes in
interest rates generally, will affect the interest rate on, and therefore our
costs under, these credit facilities. We are also exposed to interest rate risk
through the interest only strip we receive from our sales of receivables to the
QSPE, due to rate variability under the QSPE's variable funding note discussed
above. Since January 31, 2008, our interest rate sensitivity has increased on
the interest only strip as the variable rate portion of the QSPE's debt has
increased from $278.0 million, or 59.4% of its total debt, to $350.0 million, or
70.0% of its total debt. As a result, a 100 basis point increase in interest
rates on the variable rate debt would increase borrowing costs $3.5 million over
a 12-month period, based on the balance outstanding at July 31, 2008.
Item 4. Controls and Procedures
Based on management's evaluation (with the participation of our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the
period covered by this report, our CEO and CFO have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in SEC rules and
forms, and is accumulated and communicated to management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
For the quarter ended July 31, 2008, there have been no changes in our
internal controls over financial reporting (as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934) that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in routine litigation incidental to our business from time
to time. Currently, we do not expect the outcome of any of this routine
litigation to have a material affect on our financial condition, results of
operations or cash flows. 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.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in
our Annual Report on Form 10-K for the year ended January 31, 2008, which could
materially affect our business, financial condition or future results. The risks
described in our Annual Report on Form 10-K are not the only risks facing our
Company. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 25, 2006, we announced that our Board of Directors had authorized
a common stock repurchase program, permitting us to purchase, from time to time,
in the open market and in privately negotiated transactions, up to an aggregate
of $50.0 million of our common stock, dependent on market conditions and the
price of the stock. No repurchases were made during the quarter ended July 31,
2008, and our Board of Directors has terminated the repurchase program. There is
approximately $13 million remaining for future purchases under the originally
authorized program. In August 2008, we entered into a new revolving credit
facility that restricts our ability to complete repurchases of our stock or
declare and make dividend distributions based on required availability under the
31
loan agreement at the time of the proposed payment, projected availability for
the six-month period succeeding that date and approval of the lenders and is
limited to an aggregate amount over the term of the facility of $50 million.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders held on June 3, 2008, the following
proposals were submitted to stockholders with the following results:
1. Election of nine directors
Number of Shares
----------------------------------------
For Withheld
------------------- ----------------
Marvin D. Brailsford 21,052,888 137,026
Thomas J. Frank, Sr. 21,033,749 156,165
Jon E. M. Jacoby 20,540,119 649,795
Bob L. Martin 21,007,345 182,569
Douglas H. Martin 21,037,050 152,864
Dr. William C. Nylin, Jr. 21,053,841 136,073
Scott L. Thompson 21,053,655 136,259
William T. Trawick 20,560,605 629,309
Theodore M. Wright 21,052,858 137,056
2. Approval of the Audit Committee's appointment of Ernst & Young, LLP as
our independent public accountants for the fiscal year ending January 31, 2009.
Number of Shares
--------------------------
For 21,188,218
Against 1,688
Abstain 8
Broker Nonvotes -
Item 5. Other Information
There have been no material changes to the procedures by which security
holders may recommend nominees to our board of directors since we last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule
14A.
Item 6. Exhibits
The exhibits required to be furnished pursuant to Item 6 of Form 10-Q are
listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated
herein by reference.
32
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONN'S, INC.
By: /s/ Michael J. Poppe
---------------------------------
Michael J. Poppe
Chief Financial Officer
(Principal Financial Officer and duly
authorized to sign this report on
behalf of the registrant)
Date: August 28, 2008
33
INDEX TO EXHIBITS
Exhibit
Number Description
--------- ----------------------------------------------------------------------
2 Agreement and Plan of Merger dated January 15, 2003, by and among
Conn's, Inc., Conn Appliances, Inc. and Conn's Merger Sub, Inc.
(incorporated herein by reference to Exhibit 2 to Conn's, Inc.
registration statement on Form S-1 (file no. 333-109046) as filed
with the Securities and Exchange Commission on September 23, 2003).
3.1 Certificate of Incorporation of Conn's, Inc. (incorporated herein by
reference to Exhibit 3.1 to Conn's, Inc. registration statement on
Form S-1 (file no. 333-109046) as filed with the Securities and
Exchange Commission on September 23, 2003).
3.1.1 Certificate of Amendment to the Certificate of Incorporation of
Conn's, Inc. dated June 3, 2004 (incorporated herein by reference to
Exhibit 3.1.1 to Conn's, Inc. Form 10-Q for the quarterly period
ended April 30, 2004 (File No. 000-50421) as filed with the
Securities and Exchange Commission on June 7, 2004).
3.2 Amended and Restated Bylaws of Conn's, Inc. effective as of June 3,
2008 (incorporated herein by reference to Exhibit 3.2.3 to Conn's,
Inc. Form 10-Q for the quarterly period ended April 30, 2008 (File
No. 000-50421) as filed with the Securities and Exchange Commission
on June 4, 2008).
4.1 Specimen of certificate for shares of Conn's, Inc.'s common stock
(incorporated herein by reference to Exhibit 4.1 to Conn's, Inc.
registration statement on Form S-1 (file no. 333-109046) as filed
with the Securities and Exchange Commission on October 29, 2003).
10.1 Amended and Restated 2003 Incentive Stock Option Plan (incorporated
herein by reference to Exhibit 10.1 to Conn's, Inc. registration
statement on Form S-1 (file no. 333-109046) as filed with the
Securities and Exchange Commission on September 23, 2003).(t)
10.1.1 Amendment to the Conn's, Inc. Amended and Restated 2003 Incentive
Stock Option Plan (incorporated herein by reference to Exhibit 10.1.1
to Conn's Form 10-Q for the quarterly period ended April 30, 2004
(File No. 000-50421) as filed with the Securities and Exchange
Commission on June 7, 2004).(t)
10.1.2 Form of Stock Option Agreement (incorporated herein by reference to
Exhibit 10.1.2 to Conn's, Inc. Form 10-K for the annual period ended
January 31, 2005 (File No. 000-50421) as filed with the Securities
and Exchange Commission on April 5, 2005).(t)
10.2 2003 Non-Employee Director Stock Option Plan (incorporated herein by
reference to Exhibit 10.2 to Conn's, Inc. registration statement on
Form S-1 (file no. 333-109046)as filed with the Securities and
Exchange Commission on September 23, 2003).(t)
10.2.1 Form of Stock Option Agreement (incorporated herein by reference to
Exhibit 10.2.1 to Conn's, Inc. Form 10-K for the annual period ended
January 31, 2005 (File No. 000-50421) as filed with the Securities
and Exchange Commission on April 5, 2005).(t)
34
10.3 Employee Stock Purchase Plan (incorporated herein by reference to
Exhibit 10.3 to Conn's, Inc. registration statement on Form S-1 (file
no. 333-109046) as filed with the Securities and Exchange Commission
on September 23, 2003).(t)
10.4 Conn's 401(k) Retirement Savings Plan (incorporated herein by
reference to Exhibit 10.4 to Conn's, Inc. registration statement on
Form S-1 (file no. 333-109046) as filed with the Securities and
Exchange Commission on September 23, 2003).(t)
10.5 Shopping Center Lease Agreement dated May 3, 2000, by and between
Beaumont Development Group, L.P., f/k/a Fiesta Mart, Inc., as Lessor,
and CAI, L.P., as Lessee, for the property located at 3295 College
Street, Suite A, Beaumont, Texas (incorporated herein by reference to
Exhibit 10.5 to Conn's, Inc. registration statement on Form S-1 (file
no. 333-109046) as filed with the Securities and Exchange Commission
on September 23, 2003).
10.5.1 First Amendment to Shopping Center Lease Agreement dated September
11, 2001, by and among Beaumont Development Group, L.P., f/k/a Fiesta
Mart, Inc., as Lessor, and CAI, L.P., as Lessee, for the property
located at 3295 College Street, Suite A, Beaumont, Texas
(incorporated herein by reference to Exhibit 10.5.1 to Conn's, Inc.
registration statement on Form S-1 (file no. 333-109046) as filed
with the Securities and Exchange Commission on September 23, 2003).
10.6 Industrial Real Estate Lease dated June 16, 2000, by and between
American National Insurance Company, as Lessor, and CAI, L.P., as
Lessee, for the property located at 8550-A Market Street, Houston,
Texas (incorporated herein by reference to Exhibit 10.6 to Conn's,
Inc. registration statement on Form S-1 (file no. 333-109046) as
filed with the Securities and Exchange Commission on September 23,
2003).
10.6.1 First Renewal of Lease dated November 24, 2004, by and between
American National Insurance Company, as Lessor, and CAI, L.P., as
Lessee, for the property located at 8550-A Market Street, Houston,
Texas (incorporated herein by reference to Exhibit 10.6.1 to Conn's,
Inc. Form 10-K for the annual period ended January 31, 2005 (File No.
000-50421) as filed with the Securities and Exchange Commission on
April 5, 2005).
10.7 Lease Agreement dated December 5, 2000, by and between Prologis
Development Services, Inc., f/k/a The Northwestern Mutual Life
Insurance Company, as Lessor, and CAI, L.P., as Lessee, for the
property located at 4810 Eisenhauer Road, Suite 240, San Antonio,
Texas (incorporated herein by reference to Exhibit 10.7 to Conn's,
Inc. registration statement on Form S-1 (file no. 333-109046) as
filed with the Securities and Exchange Commission on September 23,
2003).
10.7.1 Lease Amendment No. 1 dated November 2, 2001, by and between Prologis
Development Services, Inc., f/k/a The Northwestern Mutual Life
Insurance Company, as Lessor, and CAI, L.P., as Lessee, for the
property located at 4810 Eisenhauer Road, Suite 240, San Antonio,
Texas (incorporated herein by reference to Exhibit 10.7.1 to Conn's,
Inc. registration statement on Form S-1 (file no. 333-109046) as
filed with the Securities and Exchange Commission on September 23,
2003).
10.8 Lease Agreement dated June 24, 2005, by and between Cabot Properties,
Inc. as Lessor, and CAI, L.P., as Lessee, for the property located at
1132 Valwood Parkway, Carrollton, Texas (incorporated herein by
reference to Exhibit 99.1 to Conn's, Inc. Current Report on Form 8-K
(file no. 000-50421) as filed with the Securities and Exchange
Commission on June 29, 2005).
10.9 Loan and Security Agreement dated August 14, 2008, by and among
Conn's, Inc. and the Borrowers thereunder, the Lenders party thereto,
Bank of America, N.A, a national banking association, as
Administrative Agent and Joint Book Runner for the Lenders, referred
to as Agent, JPMorgan Chase Bank, National Association, as
Syndication Agent and Joint Book Runner for the Lenders, and Capital
One, N.A., as Co-Documentation Agent (incorporated herein by
reference to Exhibit 99.1 to Conn's Inc. Current Report on Form 8-K
(File No. 000-50421) as filed with the Securities and Exchange
Commission on August 20,2008).
35
10.9.1 Intercreditor Agreement dated August 14, 2008, by and among Bank of
America, N.A., as the ABL Agent, Wells Fargo Bank, National
Association, as Securitization Trustee, Conn Appliances, Inc. as the
Initial Servicer, Conn Credit Corporation, Inc., as a borrower, Conn
Credit I, L.P., as a borrower and Bank of America, N.A., as
Collateral Agent (incorporated herein by reference to Exhibit 99.5 to
Conn's Inc. Current Report on Form 8-K (File No. 000-50421) as filed
with the Securities and Exchange Commission on August 20,2008).
10.10 Receivables Purchase Agreement dated September 1, 2002, by and among
Conn Funding II, L.P., as Purchaser, Conn Appliances, Inc. and CAI,
L.P., collectively as Originator and Seller, and Conn Funding I,
L.P., as Initial Seller (incorporated herein by reference to Exhibit
10.10 to Conn's, Inc. registration statement on Form S-1 (file no.
333-109046) as filed with the Securities and Exchange Commission on
September 23, 2003).
10.10.1 First Amendment to Receivables Purchase Agreement dated August 1,
2006, by and among Conn Funding II, L.P., as Purchaser, Conn
Appliances, Inc. and CAI, L.P., collectively as Originator and Seller
(incorporated herein by reference to Exhibit 10.10.1 to Conn's, Inc.
Form 10-Q for the quarterly period ended July 31, 2006 (File No. 000-
50421) as filed with the Securities and Exchange Commission on
September 15, 2006).
10.11 Base Indenture dated September 1, 2002, by and between Conn Funding
II, L.P., as Issuer, and Wells Fargo Bank Minnesota, National
Association, as Trustee (incorporated herein by reference to Exhibit
10.11 to Conn's, Inc. registration statement on Form S-1 (file no.
333-109046) as filed with the Securities and Exchange Commission on
September 23, 2003).
10.11.1 First Supplemental Indenture dated October 29, 2004 by and between
Conn Funding II, L.P., as Issuer, and Wells Fargo Bank, National
Association, as Trustee (incorporated herein by reference to Exhibit
99.1 to Conn's, Inc. Current Report on Form 8-K (File No. 000-50421)
as filed with the Securities and Exchange Commission on November 4,
2004).
10.11.2 Second Supplemental Indenture dated August 1, 2006 by and between
Conn Funding II, L.P., as Issuer, and Wells Fargo Bank, National
Association, as Trustee (incorporated herein by reference to Exhibit
99.1 to Conn's, Inc. Current Report on Form 8-K (File No. 000-50421)
as filed with the Securities and Exchange Commission on August 23,
2006).
10.11.3 Fourth Supplemental Indenture dated August 14, 2008 by and between
Conn Funding II, L.P., as Issuer, and Wells Fargo Bank, National
Association, as Trustee (incorporated herein by reference to Exhibit
99.4 to Conn's, Inc. Current Report on Form 8-K (File No. 000-50421)
as filed with the Securities and Exchange Commission on August 20,
2008).
10.12 Amended and Restated Series 2002-A Supplement dated September 10,
2007, by and between Conn Funding II, L.P., as Issuer, and Wells
Fargo Bank, National Association, as Trustee (incorporated herein by
reference to Exhibit 99.2 to Conn's, Inc. Current Report on Form 8-K
(File No. 000-50421) as filed with the Securities and Exchange
Commission on September 11, 2007).
10.12.1 Supplement No. 1 to Amended and Restated Series 2002-A Supplement
dated August 14, 2008, by and between Conn Funding II, L.P., as
Issuer, and Wells Fargo Bank, National Association, as Trustee
(incorporated herein by reference to Exhibit 99.2 to Conn's, Inc.
Current Report on Form 8-K (File No. 000-50421) as filed with the
Securities and Exchange Commission on August 20, 2008).
10.12.2 Amended and Restated Note Purchase Agreement dated September 10, 2007
by and between Conn Funding II, L.P., as Issuer, and Wells Fargo
Bank, National Association, as Trustee (incorporated herein by
reference to Exhibit 99.3 to Conn's, Inc. Current Report on Form 8-K
(File No. 000-50421) as filed with the Securities and Exchange
Commission on September 11, 2007).
10.12.3 Second Amended and Restated Note Purchase Agreement dated August 14,
2008 by and between Conn Funding II, L.P., as Issuer, and Wells Fargo
Bank, National Association, as Trustee (incorporated herein by
reference to Exhibit 99.3 to Conn's, Inc. Current Report on Form 8-K
(File No. 000-50421) as filed with the Securities and Exchange
Commission on August 20, 2008).
10.12.4 Amendment No. 1 to Second Amended and Restated Note Purchase
Agreement dated August 28, 2008 by and between Conn Funding II, L.P.,
as Issuer, and Wells Fargo Bank, National Association, as Trustee
(filed herewith).
36
10.13 Series 2002-B Supplement to Base Indenture dated September 1, 2002,
by and between Conn Funding II, L.P., as Issuer, and Wells Fargo Bank
Minnesota, National Association, as Trustee (incorporated herein by
reference to Exhibit 10.13 to Conn's, Inc. registration statement on
Form S-1 (file no. 333-109046) as filed with the Securities and
Exchange Commission on September 23, 2003).
10.13.1 Amendment to Series 2002-B Supplement dated March 28, 2003, by and
between Conn Funding II, L.P., as Issuer, and Wells Fargo Bank
Minnesota, National Association, as Trustee (incorporated herein by
reference to Exhibit 10.13.1 to Conn's, Inc. Form 10-K for the annual
period ended January 31, 2005 (File No. 000-50421) as filed with the
Securities and Exchange Commission on April 5, 2005).
10.14 Servicing Agreement dated September 1, 2002, by and among Conn
Funding II, L.P., as Issuer, CAI, L.P., as Servicer, and Wells Fargo
Bank Minnesota, National Association, as Trustee (incorporated herein
by reference to Exhibit 10.14 to Conn's, Inc. registration statement
on Form S-1 (file no. 333-109046) as filed with the Securities and
Exchange Commission on September 23, 2003).
10.14.1 First Amendment to Servicing Agreement dated June 24, 2005, by and
among Conn Funding II, L.P., as Issuer, CAI, L.P., as Servicer, and
Wells Fargo Bank, National Association, as Trustee (incorporated
herein by reference to Exhibit 10.14.1 to Conn's, Inc. Form 10-Q for
the quarterly period ended July 31, 2005 (File No. 000-50421) as
filed with the Securities and Exchange Commission on August 30,
2005).
10.14.2 Second Amendment to Servicing Agreement dated November 28, 2005, by
and among Conn Funding II, L.P., as 10.14.2 Issuer, CAI, L.P., as
Servicer, and Wells Fargo Bank, National Association, as Trustee
(incorporated herein by reference to Exhibit 10.14.2 to Conn's, Inc.
Form 10-Q for the quarterly period ended October 31, 2005 (File No.
000-50421) as filed with the Securities and Exchange Commission on
December 1, 2005).
10.14.3 Third Amendment to Servicing Agreement dated May 16, 2006, by and
among Conn Funding II, L.P., as Issuer, CAI, L.P., as Servicer, and
Wells Fargo Bank, National Association, as Trustee (incorporated
herein by reference to Exhibit 10.14.3 to Conn's, Inc. Form 10-Q for
the quarterly period ended July 31, 2006 (File No. 000-50421) as
filed with the Securities and Exchange Commission on September 15,
2006).
10.14.4 Fourth Amendment to Servicing Agreement dated August 1, 2006, by and
among Conn Funding II, L.P., as Issuer, CAI, L.P., as Servicer, and
Wells Fargo Bank, National Association, as Trustee (incorporated
herein by reference to Exhibit 10.14.4 to Conn's, Inc. Form 10-Q for
the quarterly period ended July 31, 2006 (File No. 000-50421) as
filed with the Securities and Exchange Commission on September 15,
2006).
10.15 Form of Executive Employment Agreement (incorporated herein by
reference to Exhibit 10.15 to Conn's, Inc. registration statement on
Form S-1 (file no. 333-109046) as filed with the Securities and
Exchange Commission on October 29, 2003).(t)
10.15.1 First Amendment to Executive Employment Agreement between Conn's,
Inc. and Thomas J. Frank, Sr., Approved by the stockholders May 26,
2005 (incorporated herein by reference to Exhibit 10.15.1 to Conn's,
Inc. Form 10-Q for the quarterly period ended July 31, 2005 (file No.
000- 50421) as filed with the Securities and Exchange Commission on
August 30, 2005).(t)
10.16 Form of Indemnification Agreement (incorporated herein by reference
to Exhibit 10.16 to Conn's, Inc. registration statement on Form S-1
(file no. 333-109046) as filed with the Securities and Exchange
Commission on September 23, 2003).(t)
10.17 Description of Compensation Payable to Non-Employee Directors
(incorporated herein by reference to Form 8-K (file no. 000-50421)
filed with the Securities and Exchange Commission on June 2,
2005).(t)
37
10.18 Dealer Agreement between Conn Appliances, Inc. and Voyager Service
Programs, Inc. effective as of January 1, 1998 (incorporated herein
by reference to Exhibit 10.19 to Conn's, Inc. Form 10-K for the
annual period ended January 31, 2006 (File No. 000-50421) as filed
with the Securities and Exchange Commission on March 30, 2006).
10.18.1 Amendment #1 to Dealer Agreement by and among Conn Appliances, Inc.,
CAI, L.P., Federal Warranty Service Corporation and Voyager Service
Programs, Inc. effective as of July 1, 2005 (incorporated herein by
reference to Exhibit 10.19.1 to Conn's, Inc. Form 10-K for the annual
period ended January 31, 2006 (File No. 000-50421) as filed with the
Securities and Exchange Commission on March 30, 2006).
10.18.2 Amendment #2 to Dealer Agreement by and among Conn Appliances, Inc.,
CAI, L.P., Federal Warranty Service Corporation and Voyager Service
Programs, Inc. effective as of July 1, 2005 (incorporated herein by
reference to Exhibit 10.19.2 to Conn's, Inc. Form 10-K for the annual
period ended January 31, 2006 (File No. 000-50421) as filed with the
Securities and Exchange Commission on March 30, 2006).
10.18.3 Amendment #3 to Dealer Agreement by and among Conn Appliances, Inc.,
CAI, L.P., Federal Warranty Service Corporation and Voyager Service
Programs, Inc. effective as of July 1, 2005 (incorporated herein by
reference to Exhibit 10.19.3 to Conn's, Inc. Form 10-K for the annual
period ended January 31, 2006 (File No. 000-50421) as filed with the
Securities and Exchange Commission on March 30, 2006).
10.18.4 Amendment #4 to Dealer Agreement by and among Conn Appliances, Inc.,
CAI, L.P., Federal Warranty Service Corporation and Voyager Service
Programs, Inc. effective as of July 1, 2005 (incorporated herein by
reference to Exhibit 10.19.4 to Conn's, Inc. Form 10-K for the annual
period ended January 31, 2006 (File No. 000-50421) as filed with the
Securities and Exchange Commission on March 30, 2006).
10.18.5 Amendment #5 to Dealer Agreement by and among Conn Appliances, Inc.,
CAI, L.P., Federal Warranty Service Corporation and Voyager Service
Programs, Inc. effective as of April 7, 2007 (incorporated herein by
reference to Exhibit 10.18.5 to Conn's, Inc. Form 10-Q for the
quarterly period ended July 31, 2007 (File No. 000-50421) as filed
with the Securities and Exchange Commission on August 30, 2007).
10.19 Service Expense Reimbursement Agreement between Affiliates Insurance
Agency, Inc. and American Bankers Life Assurance Company of Florida,
American Bankers Insurance Company Ranchers & Farmers County Mutual
Insurance Company, Voyager Life Insurance Company and Voyager
Property and Casualty Insurance Company effective July 1, 1998
(incorporated herein by reference to Exhibit 10.20 to Conn's, Inc.
Form 10-K for the annual period ended January 31, 2006 (File No. 000-
50421) as filed with the Securities and Exchange Commission on March
30, 2006).
10.19.1 First Amendment to Service Expense Reimbursement Agreement by and
among CAI, L.P., Affiliates Insurance Agency, Inc., American Bankers
Life Assurance Company of Florida, Voyager Property & Casualty
Insurance Company, American Bankers Life Assurance Company of
Florida, American Bankers Insurance Company of Florida and American
Bankers General Agency, Inc. effective July 1, 2005 (incorporated
herein by reference to Exhibit 10.20.1 to Conn's, Inc. Form 10-K for
the annual period ended January 31, 2006 (File No. 000-50421) as
filed with the Securities and Exchange Commission on March 30, 2006).
10.20 Service Expense Reimbursement Agreement between CAI Credit Insurance
Agency, Inc. and American Bankers Life Assurance Company of Florida,
American Bankers Insurance Company Ranchers & Farmers County Mutual
Insurance Company, Voyager Life Insurance Company and Voyager
Property and Casualty Insurance Company effective July 1, 1998
(incorporated herein by reference to Exhibit 10.21 to Conn's, Inc.
Form 10-K for the annual period ended January 31, 2006 (File No. 000-
50421) as filed with the Securities and Exchange Commission on March
30, 2006).
38
10.20.1 First Amendment to Service Expense Reimbursement Agreement by and
among CAI Credit Insurance Agency, Inc., American Bankers Life
Assurance Company of Florida, Voyager Property & Casualty Insurance
Company, American Bankers Life Assurance Company of Florida, American
Bankers Insurance Company of Florida, American Reliable Insurance
Company, and American Bankers General Agency, Inc. effective July 1,
2005 (incorporated herein by reference to Exhibit 10.21.1 to Conn's,
Inc. Form 10-K for the annual period ended January 31, 2006 (File No.
000-50421) as filed with the Securities and Exchange Commission on
March 30, 2006).
10.21 Consolidated Addendum and Amendment to Service Expense Reimbursement
Agreements by and among Certain Member Companies of Assurant
Solutions, CAI Credit Insurance Agency, Inc. and Affiliates Insurance
Agency, Inc. effective April 1, 2004 (incorporated herein by
reference to Exhibit 10.22 to Conn's, Inc. Form 10-K for the annual
period ended January 31, 2006 (File No. 000-50421) as filed with the
Securities and Exchange Commission on March 30, 2006).
10.22 Series 2006-A Supplement to Base Indenture, dated August 1, 2006, by
and between Conn Funding II, L.P., as Issuer, and Wells Fargo Bank,
National Association, as Trustee (incorporated herein by reference to
Exhibit 10.23 to Conn's, Inc. Form 10-Q for the quarterly period
ended July 31, 2006 (File No. 000-50421) as filed with the Securities
and Exchange Commission on September 15, 2006).
10.23 Fourth Amended and Restated Subordination and Priority Agreement,
dated August 31, 2006, by and among Bank of America, N.A. and
JPMorgan Chase Bank, as Agent, and Conn Appliances, Inc. and/or its
subsidiary CAI, L.P (incorporated herein by reference to Exhibit
10.24 to Conn's, Inc. Form 10-Q for the quarterly period ended
October 31, 2006 (File No. 000-50421) as filed with the Securities
and Exchange Commission on November 30, 2006).
10.23.1 Fourth Amended and Restated Security Agreement, dated August 31,
2006, by and among Conn Appliances, Inc. and CAI, L.P. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.24.1 to
Conn's, Inc. Form 10-Q for the quarterly period ended October 31,
2006 (File No. 000-50421) as filed with the Securities and Exchange
Commission on November 30, 2006).
10.24 Letter of Credit and Reimbursement Agreement, dated September 1,
2002, by and among CAI, L.P., Conn Funding II, L.P. and SunTrust Bank
(incorporated herein by reference to Exhibit 10.25 to Conn's, Inc.
Form 10-Q for the quarterly period ended October 31, 2006 (File No.
000-50421) as filed with the Securities and Exchange Commission on
November 30, 2006).
10.24.1 Amendment to Standby Letter of Credit dated August 23, 2006, by and
among CAI, L.P., Conn Funding II, L.P. and SunTrust Bank
(incorporated herein by reference to Exhibit 10.25.1 to Conn's, Inc.
Form 10-Q for the quarterly period ended October 31, 2006 (File No.
000-50421) as filed with the Securities and Exchange Commission on
November 30, 2006).
10.24.2 Amendment to Standby Letter of Credit dated September 20, 2006, by
and among CAI, L.P., Conn Funding II, L.P. and SunTrust Bank
(incorporated herein by reference to Exhibit 10.25.2 to Conn's, Inc.
Form 10-Q for the quarterly period ended October 31, 2006 (File No.
000-50421) as filed with the Securities and Exchange Commission on
November 30, 2006).
11.1 Statement re: computation of earnings per share is included under
Note 1 to the financial statements.
21 Subsidiaries of Conn's, Inc. (incorporated herein by reference to
Exhibit 21 to Conn's, Inc. Form 10-Q for the quarterly period ended
July 31, 2007 (File No. 000-50421) as filed with the Securities and
Exchange Commission on August 30, 2007).
31.1 Rule 13a-14(a)/15d-14(a) Certification (Chief Executive Officer)
(filed herewith).
31.2 Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer)
(filed herewith).
39
32.1 Section 1350 Certification (Chief Executive Officer and Chief
Financial Officer) (furnished herewith).
99.1 Subcertification by Executive Vice-Chairman of the Board in support
of Rule 13a-14(a)/15d-14(a) Certification (Chief Executive Officer)
(filed herewith).
99.2 Subcertification by Chief Operating Officer in support of Rule 13a-
14(a)/15d-14(a) Certification (Chief Executive Officer) (filed
herewith).
99.3 Subcertification by President - Retail Division in support of Rule
13a-14(a)/15d-14(a) Certification (Chief Executive Officer) (filed
herewith).
99.4 Subcertification by President - Credit Division in support of Rule
13a-14(a)/15d-14(a) Certification (Chief Executive Officer) (filed
herewith).
99.5 Subcertification by Treasurer in support of Rule 13a-14(a)/15d-14(a)
Certification (Chief Financial Officer) (filed herewith).
99.6 Subcertification by Secretary in support of Rule 13a-14(a)/15d-14(a)
Certification (Chief Financial Officer) (filed herewith).
99.7 Subcertification of Executive Vice-Chairman of the Board, Chief
Operating Officer, Treasurer and Secretary in support of Section 1350
Certifications (Chief Executive Officer and Chief Financial Officer)
(furnished herewith).
(t) Management contract or compensatory plan or arrangement.
40