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(Mark One)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
� ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2021
or
� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 001-34956
CONN’S, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
06-1672840
(I.R.S. Employer Identification Number)
2445 Technology Forest Blvd., Suite 800, The Woodlands, TX
(Address of principal executive offices)
77381
(Zip Code)
Registrant’s telephone number, including area code: (936) 230-5899
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.01 per share
Trading Symbol
CONN
Name of Each Exchange on Which Registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) 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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer �
�
Non-accelerated filer
Accelerated filer
Smaller reporting company �
Emerging growth company �
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report. ☒
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of July 31, 2020, was
$140.4 million based on the closing price of the registrant’s common stock as reported on the NASDAQ Global Select Market on
such date.
There were 29,314,850 shares of common stock, $0.01 par value per share, outstanding on March 22, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required to be furnished pursuant to Part III of this Form 10-K is set forth in, and is hereby incorporated by
reference herein from, Conn’s definitive proxy statement for its 2021 Annual Meeting of Stockholders, to be filed by Conn’s with
the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after January 31, 2021.
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CONN’S INC. AND SUBSIDIARIES
FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 31, 2021
TABLE OF CONTENTS
PART I
Page No.
BUSINESS
ITEM 1.
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
ITEM 3.
ITEM 4.
MINE SAFETY DISCLOSURES
LEGAL PROCEEDINGS
PROPERTIES
PART II
ITEM 5.
ITEM 6.
ITEM 7.
MARKET FOR REGISTRANT’S COMMON EQUITY, AND RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE COMPENSATION
AND RELATED STOCKHOLDER MATTERS
ITEM 13.
ITEM 14.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15.
EXHIBIT INDEX
ITEM 16.
SIGNATURES
FORM 10-K SUMMARY
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This Annual Report on Form 10-K includes our trademarks such as “Conn’s,” “Conn’s HomePlus,” “YE$ YOU’RE
APPROVED,” “YES Money,” “YE$ Money,” “YES Lease,” “YE$ Lease,” and our logos, which are protected under applicable
intellectual property laws and are the property of Conn’s, Inc. This report also contains trademarks, service marks, trade names
and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and
trade names referred to in this Annual Report may appear without the ® or TM symbols, but such references are not intended to
indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensor to these trademarks and trade names.
References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc. and, as apparent from the context,
its consolidated bankruptcy-remote variable-interest entities (“VIEs”), and its wholly-owned subsidiaries.
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PART I
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the federal securities laws, including but not limited to,
the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Such forward-looking statements
include information concerning our future financial performance, business strategy, plans, goals and objectives. Statements
containing the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,”
“predict,” “will,” “potential,” or the negative of such terms or other similar expressions are generally forward-looking in
nature and not historical facts. Such forward-looking statements are based on our current expectations. We can give no
assurance that such statements will prove to be correct, and actual results may differ materially. A wide variety of potential
risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by
our forward-looking statements, including, but not limited to: general economic conditions impacting our customers or
potential customers; our ability to execute periodic securitizations of future originated customer loans on favorable terms; our
ability to continue existing customer financing programs or to offer new customer financing programs; changes in the
delinquency status of our credit portfolio; unfavorable developments in ongoing litigation; increased regulatory oversight;
higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores; expansion of
our e-commerce business; technological and market developments and sales trends for our major product offerings; our ability
to manage effectively the selection of our major product offerings; our ability to protect against cyber-attacks or data security
breaches and to protect the integrity and security of individually identifiable data of our customers and employees; our ability
to fund our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from
our Revolving Credit Facility (as defined herein); proceeds from accessing debt or equity markets; the effects of epidemics or
pandemics, including the COVID-19 outbreak; the impact of the restatement and correction of the Company’s previously issued
financial statements; and other risks detailed in Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K and other
reports filed with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of such a
development changes), or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those
reflected in our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. We disclaim any intention or obligation to update publicly or revise
such statements, whether as a result of new information, future events or otherwise, or to provide periodic updates or guidance.
All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by
these cautionary statements.
ITEM 1. BUSINESS.
Company Overview
Conn’s, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its investments
in its subsidiaries. References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc. and, as
apparent from the context, its subsidiaries. Conn’s is a leading specialty retailer that offers a broad selection of quality, branded
durable consumer goods and related services in addition to proprietary credit solutions for its core credit-constrained
consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product
offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading
global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served
population of credit-constrained consumers who typically have limited credit alternatives. We provide customers the
opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment
options, next day delivery and installation in the majority of our markets and product repair service. We believe our large,
attractively merchandised stores and credit solutions offer a distinctive value proposition compared to other retailers that target
our core customer demographic.
Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year ends.
Operating Segments
We operate two reportable segments: retail and credit. Information regarding segment performance is included in Part II, Item
7., Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 8. in Note 14,
Segment Information, of the Consolidated Financial Statements of this Annual Report on Form 10-K.
Retail Segment. We began as a small plumbing and heating business in 1890 and started selling home appliances to the retail
market in 1937 through one store located in Beaumont, Texas. As of January 31, 2021, we operated 146 retail stores located in
15 states. Our stores typically range in size from 25,000 to 50,000 square feet and are predominantly located in areas densely
populated by our core customers.
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We utilize a merchandising strategy that offers a wide range of quality, branded products across a broad spectrum of price
points. This wide selection allows us to offer products and price points that appeal to the majority of our core consumers. Our
primary retail product categories include:
•
Furniture and mattress, including furniture and related accessories for the living room, dining room and bedroom, as
well as both traditional and specialty mattresses. We offer brands such as Corinthian, Catnapper, Serta and Simmons
Beautyrest.
• Home appliance, including refrigerators, freezers, washers, dryers, dishwashers and ranges. We offer brands such as
Samsung, LG, General Electric, and Frigidaire.
• Consumer electronics, including LED, OLED, QLED, 4K Ultra HD, 8K televisions, gaming products, next generation
video game consoles and home theater and portable audio equipment. We offer brands such as Samsung, LG, Sony,
Bose and Microsoft Xbox.
• Home office, including computers, printers and accessories. We offer brands such as HP, Apple, and Microsoft.
We strive to ensure that our customers’ shopping experience at Conn’s is equal to, or exceeds, their experience with other
providers of durable consumer goods targeting our core customer demographic. We offer a high level of customer service
through our commissioned and trained sales force, next day delivery and installation in the majority of our markets and product
repair or replacement services for most items sold in our stores. We also sell and offer our services through our website.
Flexible payment alternatives offered through our proprietary in-house credit programs and third-party financing alternatives
provide our customers the ability to make aspirational purchases. We believe our extensive brand and product selection,
competitive pricing, financing alternatives and supporting services, combined with our customer service-focused store, delivery
and service associates make us an attractive alternative to appliance and electronics superstores, department stores and other
national, regional, local and internet retailers. We believe our attractive credit programs generate strong customer loyalty and
repeat business.
Credit Segment. Our in-house consumer credit programs are an integral part of our business and are a major driver of customer
loyalty. We believe our in-house credit programs are a significant competitive advantage that we have developed over our 50-
plus years in providing credit. We have developed proprietary underwriting models that provide standardized credit decisions,
including down payment, limit amounts and credit terms, based on customer risk and income level. We use our proprietary
auto-decision algorithms as well as in-depth evaluations of creditworthiness performed by qualified in-house credit
underwriters to complete all credit decisions. In order to improve the speed and consistency of underwriting decisions, we
continually review our auto-decision algorithms. Additionally, we provide access to alternative financing options to a wider
range of consumers through our relationship with third-party payment solution providers. These third parties manage their own
respective underwriting decisions and are responsible for their own collections. Our in-house credit programs and access to
third-party payment solutions allows us to provide credit to a large and under-served customer base and differentiates us from
our competitors that do not offer similar programs.
Our goal is to provide every customer that enters our stores or applies for credit on our website an affordable monthly payment
option. Currently, we make the following payment options available to our customers based on a review of their credit
worthiness:
•
•
•
For customers with credit scores that are typically above 650, we offer special no-interest or lower interest option
financing programs on select products through a Conn’s branded revolving credit card from Synchrony or we may
offer an in-house financing program;
For customers with credit scores that are typically between 550 and 650, we offer our proprietary in-house financing
program, which is a fixed term, fixed payment installment and consumer loan contract; and
For customers that do not qualify for our credit programs, we offer a lease-to-own payment option through an
arrangement with our third-party lease-to-own providers.
We continuously evaluate alternative financing programs that may give us the ability to provide more customers with the ability
to purchase the products and services we offer.
Our retail business and credit business operate independently from each other. The retail segment is not involved in credit
approval decisions or collections. Decisions to extend consumer credit to our retail customers under our in-house programs are
made by our internal credit underwriting department. In addition to underwriting, we manage the collection process of our in-
house consumer credit portfolio. Sales financed through our in-house credit programs are secured by the products purchased,
which we believe gives us a distinct advantage over other creditors when pursuing collections. Also, the products we sell and
finance are typically necessities for the home.
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We mitigate credit risk by originating to a substantial number of customers who have purchased from us in the past. These
repeat customers have historically exhibited a lower probability of default than new customers. For fiscal year 2021 and 2020,
50% and 49%, respectively, of our originations were to repeat customers who financed a purchase through our in-house credit
programs more than five months after financing an initial purchase through our in-house credit programs. As of January 31,
2021 and 2020, 60% and 60%, respectively, of balances due under our in-house credit programs were from repeat customers
who have previously financed with us.
Industry and Market Overview
The products we sell are typically considered home necessities, used by our customers in their everyday lives. Many factors
influence sales, including consumer confidence, economic conditions, and household formations. We also benefit from the
introduction of new products and technologies driving consumers to upgrade existing appliances, electronics and home office
products.
As of January 31, 2021, we operated 71 of our 146 stores in Texas. According to the U.S. Department of Commerce’s Bureau
of Economic Analysis (the “Bureau of Economic Analysis”), Texas was the second largest state by nominal GDP in 2020. In
addition, from calendar year 2015 to 2020, Texas experienced population growth of 6.9% compared to the United States
(“U.S.”) population growth of 2.7% over the same period.
Furniture and Mattress. According to the Bureau of Economic Analysis, personal consumption expenditures for household
furniture and mattresses were $152.2 billion for calendar year 2020, an increase of 14.5% from $132.9 billion in 2019. The
household furniture and mattress market is highly fragmented with sales coming from manufacturer-owned stores, independent
dealers, furniture centers, specialty sleep product stores, national and local chains, mass market retailers, department stores,
internet retailers, and, to a lesser extent, home improvement centers, decorator showrooms, wholesale clubs and catalog
retailers. For fiscal year 2021, we generated 33.2% of total product sales from the sale of furniture and mattresses. The
furniture and mattress category generated our highest individual product category gross margin. Given our ability to provide
customer financing and next day delivery, we believe that we have strong competitive advantages and significant growth
opportunities in this market and expect to continue to grow the balance of sale of our furniture and mattress product category.
Product design, innovation and technological advancements have been key drivers of sales in this market.
Home Appliance. According to the Bureau of Economic Analysis, personal consumption expenditures for home appliances
were $63.4 billion for calendar year 2020, an increase of 7.8% from $58.8 billion in 2019. Major household appliances, such as
refrigerators and washer/dryers, accounted for 83.0% of this total at $52.6 billion in 2020. For fiscal year 2021, we generated
40.2% of total product sales from the sale of home appliances. The retail appliance market is large and concentrated among a
few major dealers, with sales coming primarily from home improvement centers, large appliance and electronics superstores,
national chains, warehouse clubs, department stores, regional chains, local dealers/single-store operators, manufacturer-direct
websites and internet retailers.
Key drivers of sales in the appliance market include product design and innovation, brand and quality. In addition, there was an
increase in the demand for appliances during the COVID-19 pandemic as a result of stay at home orders. We carry products
with features that include large-capacity, high-efficiency laundry appliances, refrigerator design innovation, technological
advancements such as smart home connectivity and variations on these features from leading brands.
Consumer Electronics and Home Office. According to the Bureau of Economic Analysis, electronics spending was $295.6
billion for calendar year 2020, an increase of 13.4% from $260.7 billion for calendar year 2019. Televisions accounted for
$35.6 billion of the overall personal consumption expenditures, versus $34.8 billion in the prior year. Personal computers and
peripheral equipment accounted for $68.7 billion of the overall expenditures, compared to $57.3 billion in the prior year. For
fiscal year 2021, we generated 17.8% of total product sales from the sale of consumer electronics and 6.7% of total product
sales from the sale of home office products. The electronics market is highly fragmented with sales coming from large
appliance and electronics superstores, national chains, warehouse clubs, regional chains, local dealers/single-store operators,
manufacturer-direct websites, manufacturer-direct stores, consumer electronics departments of selected department and
discount stores and internet retailers.
Technological advancements and the introduction of new products largely drive demand in the electronics market. Historically,
industry growth has been fueled primarily by the introduction of products that incorporate new technologies and advances in
existing technologies, including OLED, QLED, 4K Ultra HD, 8K televisions, gaming products, next generation video game
consoles, home theater and touch-screen computers. New technologies offer better clarity and quality of video, increased
computer processing speed, availability of additional 4K content and other significant advantages.
Consumer Credit. Based on data from the Federal Reserve System, estimated total consumer credit outstanding, which
primarily excludes loans secured by real estate, was $4.2 trillion as of December 31, 2020, remaining flat from $4.2 trillion at
December 31, 2019. Consumers obtain credit from banks, credit unions, finance companies and non-financial businesses that
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offer credit, including retailers. The credit obtained takes many forms, including revolving (e.g., credit cards) and fixed-term
(e.g., automobile loans), and at times is secured by the products being purchased.
Competition. Our competitive strength is based on offering financing options, including our proprietary in-house credit
programs, to our core credit-constrained customers, enhanced customer service and customer shopping experience through our
unique sales force training and product knowledge, next day delivery capabilities, low payment guarantee, and product repair
service. Currently, we compete against a diverse group of retailers, including national mass merchants such as Wal-Mart,
Target, Sam’s Club, Sears and Costco, specialized national retailers such as Best Buy, Ashley Furniture and Mattress Firm,
home improvement stores such as Lowe’s and Home Depot, and locally-owned regional or independent retail specialty stores
that sell furniture and mattresses, home appliances, and consumer electronics similar, and often identical, to those items we sell.
We also compete with internet retailers such as Amazon, Wayfair and manufacturer-direct websites. In addition, there are few
barriers to entry into our current and contemplated markets, and new competitors may enter our current or future markets at any
time. Certain of our competitors are beginning to offer third party financing or provide other forms of credit, which compete
with our in-house credit programs for credit-constrained consumers. We also compete against companies offering credit-
constrained consumers products for the home similar to those offered by us under weekly or monthly lease-to-own payment
options. Competitors include Aaron’s and Rent-A-Center, as well as many smaller, independent companies.
Customers
We have a well-defined core consumer base that is comprised of working individuals who typically earn between $25,000 to
$60,000 in annual income, live in densely populated and mature neighborhoods, and typically shop at our stores to replace older
household goods with newer items. Our product line is comprised of durable home necessities which enables us to appeal to a
diverse range of cultural and socioeconomic backgrounds and to operate stores in diverse markets. No single customer
accounts for more than 10% of our total revenues and we do not have a significant concentration of sales with any individual
customer. Therefore, the loss of any one customer would not have a material impact on our business.
Seasonality
Our business is seasonal which typically means that a higher portion of sales and operating profit are realized during the fourth
quarter due primarily to the holiday selling season. In addition, during the first quarter, our portfolio performance benefits from
the timing of personal income tax refunds received by our customers, which typically results in higher cash collection rates.
Merchandising
Vendors. We purchase products from a wide range of manufacturers and distributors. Our agreements with these
manufacturers and distributors typically cover a one-year time period and are renewable at the option of the parties. Similar to
other specialty retailers, we purchase a significant portion of our total inventory from a limited number of vendors. During
fiscal year 2021, 76.0% of our total inventory purchases were from six vendors, including 28.9%, 15.4% and 14.0% of our total
inventory purchases from Samsung, LG and GE, respectively. The loss of any one or more of these key vendors or our failure
to establish and maintain relationships with these and other vendors could have a material adverse effect on our results of
operations and financial condition. During the year ended January 31, 2021, the COVID-19 pandemic caused industry-wide
shortages of merchandise due to supply chain disruptions that negatively impacted our in-stock position. However, our
relationship with our vendors allowed us to maintain a competitive in-stock position.
Merchandise. We focus on providing a selection of quality merchandise at a wide range of price points to appeal to a broad
range of potential customers. We primarily sell brand name merchandise with manufacturer’s warranties. Our established
relationships with furniture and mattress, home appliance and consumer electronics vendors give us purchasing power that
allows us to offer name brand appliances and electronics at prices that are comparable with national retailers and provides us a
competitive selling advantage over smaller independent retailers. We are able to purchase furniture inventory in volumes that
allow us to import container load quantities that reduce our costs and allow us to offer our products at competitive prices.
Additionally, we provide next-day delivery to a majority of our customers, giving us a competitive advantage over smaller
furniture retailers in the marketplace today.
Credit Operations
General. We sell our products by offering our customers financing through our proprietary in-house credit programs, the use of
third-party financing, and by taking cash or credit card payments. For the fiscal year 2021, approximately 52.1% of purchases
were financed through our proprietary in-house credit programs, approximately 28.9% of purchases were financed through the
use of third-party financing, and approximately 19.0% of purchases were made with cash or credit card.
Underwriting. Decisions to extend credit to our retail customers are made by our internal credit underwriting department,
which is separate and distinct from our other operations, including credit monitoring and collections and retail sales. In
addition to auto-decision algorithms, we employ a team of credit underwriting personnel of approximately 50 individuals to
make credit granting decisions using our proprietary underwriting process. Our underwriting process considers one or more of
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the following elements: credit bureau information; income and address verification; current income and debt levels; a review of
the customer’s previous credit history with us; and the particular products being purchased. Our underwriting models
determine the finance terms, including down payment, limit amounts and credit terms. During fiscal year 2021, for the credit
applications that were approved and utilized, 71.2% were approved automatically. The remaining credit decisions were based
on the evaluation of the customer’s creditworthiness by a qualified in-house credit underwriter or required additional
documentation from the applicant. For certain credit applicants that may have past credit problems, lack credit history or be
potential fraudulent applications, we use stricter underwriting criteria. The additional requirements include verification of
employment and recent work history, heightened ID verification and potentially a required down payment. Our underwriting
employees are trained and monitored to ensure they follow our methodology in approving credit.
Part of our ability to control delinquency and net charge-off is based on the total approval amount, the finance product offering,
i.e. interest free period or down payment amounts, the maximum contract terms we allow and the purchase money security
interest that we obtain in the product financed, which reduce our credit risk and increase our customers’ ability and willingness
to meet their future obligations. We require the customer to provide proof of property insurance coverage on all purchases
financed through our credit offerings to offset potential losses relating to theft or damage of the product financed. We do not
require customers to purchase property insurance from us if they have or acquire such insurance from another third-party.
Credit monitoring and collections. Our collection activities involve a combination of efforts that take place primarily in our
San Antonio, Texas and Tempe, Arizona, collection centers. As of January 31, 2021, we employed approximately 360 full and
part time individual collectors and support personnel who service our active customer credit portfolio. We also utilize
collection agencies to service portions of our charged-off portfolio, which provide approximately 200 additional agents. Our
in-house, credit-financed sales are secured by the products purchased, which we believe gives us a distinct advantage over other
creditors when pursuing collections, especially given that many of the products we finance are generally necessities for the
home. We utilize a credit collection strategy that includes telephone calls and messages, internal collectors that contact
borrowers, collection letters, e-mails, text messages and third-party legal services that process claims and attend bankruptcy
hearings and voluntary repossession. Our employees are trained to follow our methodology in collecting our accounts and
charging off any uncollectible accounts based on pre-determined aging criteria, depending on their area of responsibility. All
collection personnel are required to complete classroom training, which includes negotiation techniques and credit policy
training to ensure customer retention and compliance with debt collection regulations. Post-graduation, the collection trainees
undergo skill assessment training, coaching and call monitoring within their respective departments. Our personnel are
required to complete regular refresher training and testing.
We closely monitor the credit portfolio to identify delinquent accounts early and dedicate resources to contact customers
concerning past due accounts. We believe that our unique underwriting models, secured interest in the products financed,
required down payments and credit limits, local presence, ability to work with customers relative to their product and service
needs, and our flexible financing alternatives help mitigate the loss experience on our portfolio.
Customers can make payments through our web portal, over the phone, by ACH, third-party bill pay arrangements, by mail to
our lock box or in-person at our store locations. During fiscal year 2021, we received 21.1% of the payments on credit accounts
in our store locations, which helps us maintain a relationship with the customer that keeps losses lower while encouraging
repeat purchases. We may extend or “re-age” a portion of our delinquent customer accounts as a part of our normal collection
procedures to protect our investment. Generally, extensions are granted to customers who have experienced a financial
difficulty (such as the temporary loss of employment), which is subsequently resolved and when the customer indicates a
willingness and ability to resume making monthly payments. These re-ages involve modifying the payment terms to defer a
portion of the cash payments currently required of the debtor to help the debtor improve his or her financial condition and
eventually be able to pay the account balance. Our re-aging of customer accounts does not change the interest rate or the total
principal amount due from the customer and typically does not reduce the monthly contractual payments. We typically charge
the customer an extension fee, where permitted, which approximates the interest owed for the time period the contract was past
due. Our re-age programs consist of extensions and two payment updates, which include unilateral extensions to customers
who make two full payments in three calendar months in certain states. During the second quarter of fiscal year 2021, we
changed our re-age policy to increase the number of days required for a customer to qualify for a unilateral re-age. Re-ages are
not granted to debtors who demonstrate a lack of intent or ability to service the obligation or have reached our limits for
account re-aging. To a much lesser extent, we may provide the customer the ability to re-age their obligation by refinancing the
account, which does not change the total principal amount due from the customer but does reduce the monthly contractual
payments and extends the term. Under these options the customer must demonstrate a willingness and ability to resume making
contractual monthly payments.
We deem an account to be uncollectible and charge it off when the account is more than 209 days past due at the end of a
month. Our credit and accounting staff consistently monitor trends in charge-offs by examining the various characteristics of
the charge-offs, including by market, product type, customer credit and income information, down payment amounts and other
identifying information. We track our charge-offs both gross, before recoveries, and net, after recoveries. We periodically
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adjust our credit granting, collection and charge-off policies based on this information. It is to our advantage to manage the
portfolio to balance the combined servicing costs and net losses on the credit portfolio with the benefit of repeat retail sales.
We may incur higher servicing costs in order to build customer relationships that may result in future retail sales. Collection
activity continues after an account is charged off by both internal staff and third-party collection agencies who are typically paid
on a contingency basis.
Store Operations
Stores. We operate retail stores in 15 states. The following table summarizes the number of stores in operation at January 31,
2021 in each of our markets:
Geographic Location
Alabama
Arizona
Colorado
Florida
Georgia
Louisiana
Mississippi
Nevada
New Mexico
North Carolina
Oklahoma
South Carolina
Tennessee
Texas
Virginia
Store totals
Distribution and Service Centers and Cross-dock Facilities (excluding
cross-docks within stores)
Corporate Offices
Total
Number of
Locations
5
11
7
1
1
10
2
3
4
11
4
4
6
71
6
146
21
5
172
Retail Square
Feet
195,548
384,283
243,383
35,555
40,935
407,899
73,780
118,511
138,285
419,584
135,215
140,145
214,116
2,552,300
207,538
5,307,077
Other
Square Feet
33,830
73,936
47,623
11,350
8,446
98,227
13,892
26,072
23,325
83,889
27,740
21,516
46,455
405,863
43,235
965,399
—
—
5,307,077
3,613,515
159,073
4,737,987
Our stores have an average selling space of approximately 36,000 square feet, plus a storage area for fast-moving and smaller
products that customers prefer to carry out rather than wait for in-home delivery. Thirty-three of our retail stores also contain
cross-dock facilities.
We continuously evaluate our existing and potential sites to position our stores in desirable locations and relocate stores that are
not properly positioned. We typically lease rather than purchase our stores, distribution and service centers and cross-dock
facilities to retain the flexibility of managing our financial commitment to a location if we later decide that a store or market is
performing below our standards or the market would be better served by a relocation. As of January 31, 2021, we leased almost
all of our store, distribution and service center and cross-dock locations.
Personnel and compensation. We staff a typical store with a store manager, an assistant manager, an operations manager, an
average of 17 sales personnel and other support staff, including cashiers and porters based on store size and location. Managers
have an average tenure with us of approximately five years and typically have prior sales floor experience. In addition to store
managers, we have 19 district managers.
We compensate the majority of our sales associates on a straight commission arrangement. Store managers and assistant store
managers receive a salary and are eligible for a bonus. We believe that our store compensation plans, which are primarily tied
to sales, generally help us attract and motivate employees.
Advertising
We design our marketing programs to increase awareness of our brand, which we expect will create and maintain customer
loyalty, increase the number of customers that shop in our stores and on our website and increase sales. We employ a multi-
touch point approach utilizing direct mail, television, newspaper, digital, radio and out-of-home targeted advertising. Our
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promotional programs include the use of free delivery and free product promotions, in conjunction with product discounts and
various no-interest option financing offers.
E-Commerce
We are focused on expanding the capabilities of our website to generate customer traffic for both our digital and physical stores.
Our website provides new and existing customers with the ability to purchase substantially all of our product offerings, view
prices, apply for credit and make payments on their credit accounts. We update our website regularly to reflect new products,
product availability and current promotional offers. Our website is a significant component of our advertising strategy. We
believe our website represents a possible source for future sales and growth in our credit collections. We are focused on
improving the customer experience by making it easier for customers to apply for and be approved for credit on-line. In late
fiscal year 2019, we started to offer certain credit-qualified customers the ability to complete an entire purchase transaction
financed online through our proprietary in-house credit programs. Our website averaged approximately 68,000 credit
applications per month during fiscal year 2021. This compares to average monthly website applications of approximately
65,000 and 59,000 during fiscal year 2020 and 2019, respectively. In fiscal year 2021, we updated our website to begin
accepting personal credit cards, further improving the customer experience by expanding online payment options.
The website is supported by a call center, allowing us to better assist customers with their credit and product needs.
Distribution and Inventory Management
We currently operate 11 regional distribution centers, which are located in Houston, San Antonio, Dallas, El Paso, and
McAllen, Texas; Port Allen, Louisiana; Phoenix, Arizona; Denver, Colorado; Charlotte, North Carolina; Nashville, Tennessee;
and Lakeland, Florida, one service center located in Houston, Texas, 9 smaller cross-dock facilities and 33 stores with cross-
dock facilities. This enables us to deliver products to our customers quickly, reduces inventory requirements at the individual
stores and facilitates regional inventory and accounting controls.
In our retail stores, we maintain an inventory of certain fast-moving items and products that the customer is likely to carry out
of the store. Our computer system and the use of scanning technology in our distribution centers allow us to determine, on a
real-time basis, the location of any product we sell. If we do not have a product at the desired retail store at the time of sale, we
can typically provide it through one of our distribution centers on a next day basis.
We primarily use third-party providers to move products from distribution centers to stores and between markets to meet
customer needs. We outsource our in-home deliveries to third-party providers and, for most purchases, we offer next day
delivery to our customers. These third-party providers use a fleet of home delivery vehicles that enables a highly trained staff
of delivery and installation specialists to quickly complete the sales process and provide a high-quality customer experience.
We also may receive a delivery fee based on the products sold and the services needed to complete the delivery.
Product Support Services
Next-day delivery and installation. We provide next-day delivery and installation services in most of the markets in which we
operate. We believe next-day delivery of our goods is a highly valued service to our customers.
Credit insurance. Acting as licensed agents for third-party insurance companies, we offer property, life, disability and
involuntary unemployment credit insurance, which we collectively refer to as credit insurance, at all of our stores on sales
financed through our in-house credit programs. These insurance products protect the customer’s purchase by covering their
payments on their credit account if covered events occur. Property insurance purchased through us can be canceled at any time
with proof of alternative coverage. We receive sales commissions from the third-party insurance companies at the time we sell
the coverage, and we may receive retrospective commissions, which are additional commissions paid by the insurance carrier if
insurance claims are less than earned premiums.
We require proof of property insurance on all purchases financed through our in-house credit offerings; however, we do not
require that customers purchase this insurance from us if they have or acquire such insurance from another third-party provider.
Premiums charged on the credit products we sell are regulated and vary by state.
Product repair service. We believe that providing product repair and replacement services is an important differentiation and
reinforces customer loyalty. We provide in-home and shop repair services for most of the products we sell and primarily
service products purchased from us. Customer repair needs are primarily serviced with an employee-based technician
workforce. We believe this staffing model allows us to control the post-sale customer service experience.
Repair service agreements. Customers may purchase repair service agreements that we sell for third-party insurers at the time
a product is purchased. These agreements broaden and extend the period of covered manufacturer warranty service for up to
four years from the date of purchase, depending on the product, and protect the customer against repair costs. Customers may
finance the cost of the agreements along with the purchase price of the associated product.
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We have contracts with third-party insurers that issue the initial repair service agreements to cover the costs of repairs
performed under these agreements. The initial service agreement is between the customer and the third-party insurance
company, and, through our agreements with the third-party insurance company, we provide service when it is needed under
each agreement sold. We receive a commission on the sale of the contract and we may receive retrospective commissions,
which are additional commissions paid by the insurance carrier over time if the cost of repair claims are less than earned
premiums. Additionally, we bill the insurance company for the cost of the service work that we perform.
Human Capital Management
We employ approximately 4,100 full-time employees and 160 part-time employees in the U.S. across 15 states, all of whom are
expected to be guided by our values and by an underlying set of ethical principles. Incorporated into our Code of Business
Conduct & Ethics, our values and principles define our culture and strengthen our workforce. We strive to demonstrate to our
customers, shareholders, business partners, communities and employees that we are worthy of their trust and continually strive
to enhance our brand reputation. We invest in employees at all levels who are expected to integrate our values and principles in
all that we do.
Our Board of Directors oversees human capital management activities (including assessing the effectiveness of employee
programs and advising management with regard to the quality of the workforce to carry out our strategic goals and overall
human resource strategies), other committees of the Board of Directors also have responsibilities that impact our human capital
management as outlined in their respective charters. Our Human Resources function has management responsibility for
advising and assisting the business on human resource matters and executing our overall human capital management strategies.
We are committed to fostering work environments that value diversity and inclusion. A variety of perspectives enriches our
culture, leads to innovative solutions for our business and enables us to better meet the needs of a diverse customer base and
reflects the communities we serve. Our aim is to develop inclusive leaders and an inclusive culture, while also recruiting,
developing, mentoring, training, and retaining a diverse workforce.
We have a Diversity and Inclusion function which is responsible for strategic management and planning for diversity and
inclusion within the Company, as well as enhancing our understanding, providing training and development, and partnering
with and assisting all of us to be accountable. During the year, our Diversity and Inclusion function drove a number of
initiatives to enhance our focus on diversity and inclusion and raise our awareness. We have a number of these and related
initiatives disclosed on our website at conns.com/esg.
We strive to engage and retain our employees throughout the employment life-cycle with effective recruiting and onboarding;
competitive pay, benefits and other rewards; mandatory and optional programs for professional development and career
advancement; compliance training; and a safe, healthy and respectful workplace.
In response to the COVID-19 pandemic, we quickly implemented safety and health standards and protocols for our employees
while continuing to offer a safe environment as an essential service to our customers. Many of our employees in our corporate
offices have been working from home from time to time since March 2020. Our store locations are provided with personal
protective equipment, other equipment and enhanced cleaning supplies, and are required to adhere to appropriate protocols for
social distancing, limiting density, reporting and documenting exposures and wearing masks at all times, all as recommended
by the Centers for Disease Control or mandated by local regulations.
We maintain an Ethics Hotline that is available to all employees to report (anonymously if desired) any matter of concern.
Communications to the hotline are routed to appropriate functions (whether Human Resources, Legal or other departments) for
investigation and resolution. In addition, any shareholder or other interested party may send communications to the Board of
Directors, either individually or as a group.
Regulation
The extension of credit to consumers is a highly regulated area of our business. Numerous federal and state laws impose
disclosure and other requirements and limitations on the origination, servicing and enforcement of retail installment sale
accounts and consumer loans as well as our acts and practices in connection with these activities. Applicable federal laws
include, but are not limited to, the Truth in Lending Act (“TILA”), the Equal Credit Opportunity Act (“ECOA”), the Fair Credit
Reporting Act (“FCRA”), the Fair Debt Collection Practices Act (“FDCPA”), the Telephone Consumer Protection Act
(“TCPA”), the Gramm-Leach-Bliley Act (“GLBA”), the Electronic Fund Transfer Act (“EFTA”), the Military Lending Act
(“MLA”), the Servicemembers Civil Relief Act (“SCRA”) and the implementing regulations of the foregoing statutes. The
Federal Trade Commission (“FTC”) has broad consumer protection enforcement authority under Section 5 of the Federal Trade
Commission Act (“FTCA”), which prohibits “unfair or deceptive acts or practices in or affecting commerce.” The FTC also
can enforce specific consumer protection statutes, such as the ECOA, FCRA, FDCPA, TCPA, GLBA, EFTA, MLA, SCRA and
TILA, and has authority to issue regulations in respect of certain of these.
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The Consumer Financial Protection Bureau (“CFPB”) was created in 2010 upon the enactment of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (“Dodd-Frank Act”). The CFPB has rulemaking and enforcement authority over
nonbanks engaging in offering or providing a consumer financial product or service (such as extending credit and servicing
loans) as well as any affiliate of such “covered person” that acts as a “service provider” to such covered person. The federal
consumer financial laws over which the CFPB has enforcement and rulemaking authority include TILA, ECOA, FCRA,
FDCPA, and GLBA as well as authority under Title X of the Dodd-Frank Act to prohibit “unfair, deceptive or abusive acts or
practices” (“UDAAP”) in connection with consumer financial products and services. The scope of UDAAP is broad and often
uncertain, but the CFPB has been active in enforcing UDAAP claims. The CFPB has broad power to impose civil monetary
penalties, restitution, and other corrective action under the various laws described above and, for this reason, poses a significant
regulatory risk to the origination, servicing, and collection of our retail installment contracts and consumer loans.
In addition to its rulemaking and enforcement authority described in the preceding paragraph, the CFPB also has supervisory
and examination authority over mortgage lending, payday lending, and private student lending, as well as “larger participants”
in other markets for consumer financial products or services (including debt collection), and any covered person if the CFPB
has “reasonable cause to determine” that such covered person is engaging, or has engaged, in conduct that poses risks to
consumers with regard to the offering or provision of consumer financial products or services, whether based on consumer
complaints or “information from other sources.” Although we are not automatically subject to CFPB supervisory or
examination authority based on the foregoing categories, the CFPB has authority to investigate and take enforcement action
against us with respect to any alleged violation by us of a federal consumer financial law over which the CFPB has jurisdiction,
including the prohibition on UDAAP. The mere receipt by us of a “civil investigative demand” from the CFPB requiring
production of documents, written responses, reports or oral testimony could result in required public disclosure, adverse
publicity, and substantial cost to us regardless of the outcome. The CFPB may become more active in its investigations and
enforcement due to changes in the political landscape.
Regulatory rulemaking by the CFPB could adversely affect origination, servicing, and collection of our retail installment sale
and consumer loan products by making it more difficult and costly for us to offer, service or collect these products. In addition,
CFPB rulemaking could make it possible, or easier for our customers to bring class action claims against us, or prohibit or limit
the use of arbitration clauses and class action waivers, both of which we include in our installment contracts and loan
agreements.
In Texas, Oklahoma, Louisiana and Tennessee, Conn Credit Corporation, Inc., an affiliate of Conn Appliances, Inc., offers a
consumer loan product to our customers. In conjunction with our direct loan program, Conn Credit Corporation, Inc., Conn
Appliances, Inc., and Conn Credit I, LP, each hold consumer lender licenses as required by their respective state laws. For
customers of most stores located outside of Texas, Oklahoma, Louisiana, and Tennessee, Conn Appliances, Inc. offers a retail
installment sale contract.
State laws impose disclosure and other requirements and limitations on retail installment sale contracts and consumer loan
agreements and impose maximum amounts of finance charges and interest, as well as regulation of other fees and charges,
together with restrictions on credit terms, collection and enforcement and other aspects of extending and collecting consumer
credit. State consumer finance laws vary from state to state. The originating and servicing of consumer loans typically requires
state licensing which entails heightened supervision, examination, and other requirements which may not be applicable to retail
sellers extending credit under retail installment sale contracts. Pursuant to the Dodd-Frank Act, state attorneys general and
designated state consumer finance regulatory agencies may enforce specified federal consumer finance laws and impose
penalties and remedies for their violation. We routinely review our contracts and procedures to ensure compliance with
applicable consumer credit laws. Failure on our part to comply with applicable laws could expose us to consumer litigation and
government enforcement action, possibly resulting in substantial penalties and claims for damages and, in certain
circumstances, may subject us to injunctions, require us to refund finance charges already paid, forgo finance charges not yet
paid under credit accounts, change our credit extension, servicing, collection, and marketing practices or a combination of the
foregoing. We believe that we are in substantial compliance with all applicable federal and state consumer credit and collection
laws.
Our sale of credit insurance products, insured by an unaffiliated third-party insurance provider, that include property, life,
disability and involuntary unemployment credit insurance is also highly regulated. These products are only offered with a retail
installment sales or loan contract agreement purchase. State laws currently impose disclosure obligations and other restrictions
with respect to our sales of these products, impose limitations on the amount of premiums that we may charge and require
licensing of certain of our employees and operating entities. State laws with respect to these products vary from state to state.
Failure to comply with these laws could expose us to consumer litigation and government enforcement action, possibly
resulting in substantial penalties and claims for damages, and in certain circumstances, may subject us to injunctions or require
us to refund premiums or change our policies and procedures with respect to these products and the marketing of these products
or a combination of the foregoing. We believe that we are in substantial compliance with all applicable federal and state
consumer credit and collection laws.
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In conjunction with the sale of merchandise, we offer our customers the opportunity to purchase repair service agreements on
specified products. These contracts are entered into between the customer and an unaffiliated third-party service provider. The
contracts enable the customer to obtain repair and/or replacement of certain eligible products in the event of specified failures
as described in the terms and conditions of the contract. The service provider, which is financially and legally obligated to
perform under these contracts, has entered into a contract with our affiliate to administer the contracts. We post descriptions of
these contracts and links to the contract terms on our website. Service contracts require payment of a segregated fee which may
be paid by cash, check or financed by customers entering into retail installment sale contracts with Conn Appliances, Inc. or
loan agreements with Conn Credit Corporation, Inc. The federal Magnusson-Moss Warranty Act governs written warranties
and service contracts. For service contracts entered into with Texas customers, state law requires registration of the service
provider and Conn Appliances, Inc. as an administrator, a reimbursement insurance policy and other requirements on the
service provider, responsibilities on service contract sellers, record-keeping requirements, restrictions on the sale or marketing
of service contracts, required contract terms and disclosures, and cancellation requirements, among other requirements and
prohibitions. Other states vary in their regulation of these contracts. Violation of these laws can result in injunctive relief, civil
penalties, and/or other remedies. We believe that we are in substantial compliance with all applicable federal and state
consumer credit and collection laws.
Tradenames and Trademarks
We have registered the trademarks “Conn’s,” “Conn’s HomePlus,” “YE$ YOU’RE APPROVED,” “YES Money,” “YE$
Money,” “YES Lease,” “YE$ Lease,” and our logos, which are protected under applicable intellectual property laws and are the
property of Conn’s, Inc. Our trademark registrations generally last for ten-year periods and are renewed prior to expiration for
additional ten-year periods.
Available Information
We are subject to reporting requirements of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), and the
rules and regulations promulgated thereunder. The Exchange Act requires us to file reports, proxy and other information
statements and other information with the SEC. You may also obtain these materials electronically by accessing the SEC’s
website at www.sec.gov.
The Board of Directors of the Company (“Board of Directors”) has adopted a code of business conduct and ethics for our
employees, code of ethics for our Chief Executive Officer and senior financial professionals and a code of business conduct and
ethics for our Board of Directors. A copy of these codes are published on our website at www.conns.com under “Investor
Relations — Corporate Governance.” We intend to make all required disclosures concerning any amendments to, or waivers
from, these codes on our website. In addition, we make available, free of charge on our website, our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file this
material with, or furnish it to, the SEC. You may review these documents, under the heading “Investor Relations — SEC
Filings,” by accessing our website at www.conns.com.
We make available on our website at www.conns.com under “Investor Relations — Asset Backed Securities” updated monthly
reports to the holders of our asset-backed notes. This information reflects the performance of the securitized portfolio only, in
contrast to the financial statements contained herein, which reflect the performance of all of the Company’s outstanding
receivables, including those originated subsequent to those included in the securitized portfolio.
Our website and the information contained on our website is not incorporated in this Annual Report on Form 10-K or any other
document filed with the SEC.
ITEM 1A. RISK FACTORS.
You should consider carefully the risks described below and other information presented in this Form 10-K, including Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial
statements and related notes included in this Form 10-K, as well as information provided in other reports, registration
statements and materials that we file with the SEC and the other information incorporated by reference in this Form 10-K. If
any of the risks described below or elsewhere in this Form 10-K were to materialize, our business, financial condition, results
of operations, cash flows or prospects could be materially adversely affected. In such case, the trading price of our common
stock could decline and you could lose part or all of your investment. Additional risks and uncertainties not currently known to
us or that we currently deem immaterial may also adversely affect our business, financial condition, results of operations, cash
flows, prospects or stock price, which we refer to collectively as a material adverse effect on us (or comparable phrases).
Summary Risk Factors
Risks Related to Our Business
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• The COVID-19 outbreak in the United States may continue to cause, and other pandemics, epidemics or outbreaks
may cause, effects which materially and adversely affect our business, results of operations and financial condition.
• An economic downturn, outbreaks, including the COVID-19 outbreak, or other events may affect consumer purchases
from us as well as their ability to repay their credit obligations to us, which could result in a material adverse effect on
us.
• We may not be able to open or profitably operate new stores in existing, adjacent or new geographic markets.
• We have plans for significant future capital needs and the inability to access our Revolving Credit Facility or the
capital markets on favorable terms or at all may have a material adverse effect on us.
• Our existing and future levels of indebtedness could adversely affect our financial health, ability to obtain financing in
the future, ability to react to changes in our business and ability to fulfill our obligations under such indebtedness.
• Our debt securities may receive ratings that may increase our borrowing costs.
• We might not be able to access the securitization market for capital from time to time in the future, which may require
us to seek alternative and more costly sources of financing.
• One of our operating subsidiaries may be required to repurchase certain finance receivables if representations and
warranties about the quality and nature of such receivables are breached, which may negatively impact our results of
operations, financial condition, and liquidity.
• A decrease in our credit sales, a decline in credit quality of our customers or other factors outside of our control could
lead to a decrease in our product sales and profitability.
• Covenants in our debt agreements impose various operating and financial restrictions on us, and if we are not able to
comply with such covenants, our lenders could accelerate our indebtedness, proceed against certain collateral we have
provided or exercise other remedies, which could have a material adverse effect on us.
• Deterioration in the performance of our customer receivables portfolio could materially adversely affect our liquidity
position and profitability.
•
In deciding whether to extend credit to customers, we rely on the accuracy and completeness of information furnished
to us by or on behalf of our credit customers, and we assume certain behavior and attributes on the basis of prior
customers. If we and our systems are unable to detect any misrepresentations in this information, or if our
assumptions prove inaccurate, it may have a material adverse effect on us.
• Our policy of re-aging certain delinquent borrowers affects our delinquency statistics and the timing and amount of our
write-offs, and may lead to higher delinquency statistics in the future, which could have a material adverse effect on
our financial results.
• We rely on internal models to manage risk and to provide accounting estimates. We could suffer a material adverse
effect if those models do not provide reliable accounting estimates or predictions of future activity.
• We benefit from the collection of customer and non-customer recoveries on our customer accounts receivables. Our
inability to continue to collect these recoveries could adversely affect our financial results.
• Our reported results require the judgment of management, and we could be subject to risks associated with these
judgments or could be adversely affected by the implementation of new, or changes in the interpretation of existing,
accounting principles or financial reporting requirements.
• Changes in customer demand and product mix could materially adversely affect our business.
• We may experience significant price pressures over the life cycle of our products from competing technologies and our
competitors.
• A disruption in our relationships with, the operations of, or the supply of product from any of our key suppliers,
including those suppliers and manufacturers located in Asia and Mexico, whether due to COVID-19 or otherwise,
could have a material adverse effect on us.
• Our stores are concentrated in the southern region of the U.S., especially Texas, which subjects us to regional risks,
such as the economy, outbreaks, the performance of energy markets, weather conditions, hurricanes and other natural
or man-made disasters.
• Our information technology systems for our key business processes are vulnerable to damage that could harm our
business.
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• Our information technology systems may not be adequate to meet our evolving business and emerging regulatory
needs and the failure to successfully implement new systems could negatively impact our business and financial
results.
•
•
If we cannot continue to offer third party payment solutions for customers who do not qualify for our proprietary credit
offerings, our business may be impaired.
If we are unable to continue to offer third-party repair service agreements to our customers, we could incur additional
costs or repair expenses, which could materially adversely affect us.
• Our costs to protect our intellectual property rights, infringement of which could impair our name and reputation,
could be significant.
•
•
•
Failure to protect the security of our customers’, employees’ or suppliers’ information or failure to comply with data
privacy and protection laws could expose us to litigation, compromise the integrity of our products, damage our
reputation and materially adversely affect us.
Failure to successfully utilize and manage e-commerce, and to compete effectively with the growing e-commerce
sector, could materially adversely affect our business and prospects.
If we fail to maintain adequate systems and processes to detect and prevent fraudulent activity, including in our e-
commerce business, our business could be materially adversely impacted.
• Because we maintain a significant supply of cash and inventories in our stores, we may be subject to employee and
third-party robberies, burglaries, thefts, riots and looting, and may be subject to liability as a result of crimes at our
stores.
• We face risks with respect to product liability claims and product recalls, which could materially adversely affect our
reputation, our business, and our consolidated results of operations.
Risks Related to Laws and Regulation
• Our business could be materially adversely affected by changes in consumer protection laws and regulations.
• The CFPB may reshape the consumer financial laws and there continues to be uncertainty as to how the agency’s
actions will impact our business.
•
Judicial or administrative decisions, CFPB rule-making or amendments to the Federal Arbitration Act could render the
arbitration agreements we use illegal or unenforceable.
• We are required to comply with laws and regulations regulating extensions of credit and other dealings with customers
and our failure to comply with applicable laws and regulations, or any adverse change in those laws or regulations,
could have a negative impact on our business.
• We face the risk of litigation resulting from calls and text messages in violation of the TCPA.
• A large number of our stores are located in the State of Texas, which subjects us to concentrated regulatory risks.
Risks Related to Our Business
The COVID-19 outbreak in the United States may continue to cause, and other pandemics, epidemics or outbreaks may
cause, effects which materially and adversely affect our business, results of operations and financial condition. COVID-19
has created significant worldwide volatility, uncertainty and disruption. In particular, COVID-19 has resulted in a substantial
decline in business activities, a significant number of business closures, slowdowns, suspensions or delays of production and
commercial activity, and weakened economic conditions, both in the U.S. and abroad.
In response to the continuing COVID-19 outbreak in the United States, further store closure and stay-at-home orders may
reduce our customer traffic and lead to additional temporary reductions in operating hours. Furthermore, the COVID-19
outbreak may impact the number and timing of new store openings. The extent of these disruptions to our business and
operations, and the full scale and scope of their effect, is currently uncertain and not possible to reasonably predict at this time.
In addition, the significant economic disruption caused by the outbreak could have an adverse effect on our credit segment if,
for example, customers are unable to make timely payments on their accounts due to job loss, reduction of hours or furlough.
As the COVID-19 pandemic continues to unfold, or if other widespread epidemics, pandemics, or outbreaks were to occur,
particularly if any such epidemic, pandemic or outbreak were to affect regions where we derive a significant amount of our
revenue or profit or where our suppliers are located (as with the COVID-19 pandemic), governmental and public responses
could materially and adversely disrupt our business and operations, and our business and results of operations may be
materially and adversely affected.
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We could also be materially and adversely affected if government authorities impose restrictions (or additional restrictions) on
operations of retailers, or restrict the import or export of products, or if suppliers issue mass recalls of products. Even if such
measures are not implemented and an outbreak of virus or other disease does not spread significantly, the perceived risk of
infection or health risk may adversely affect our business, results of operations and financial condition.
In addition, the impacts of COVID-19 and efforts to contain it have heightened the other risks described in this Annual Report
on Form 10-K.
An economic downturn, outbreaks, including the COVID-19 outbreak, or other events may affect consumer purchases from
us as well as their ability to repay their credit obligations to us, which could result in a material adverse effect on us. Many
factors affect consumer spending, including regional or world events, war, diseases, outbreaks or epidemics (including the
ongoing COVID-19 crisis), conditions in financial markets, local, state and national budgets and fiscal operations and
conditions, general business conditions, interest rates, inflation, energy prices, consumer debt levels, the availability of
consumer credit, taxation, unemployment trends and other matters that influence consumer confidence. Consumer purchases of
our products and customers making payments to us decline during periods when disposable income is lower or periods of actual
or perceived unfavorable economic conditions. Decreases in consumer confidence, instability in financial markets and political
environment and volatile oil prices have negatively impacted our markets and may present significant challenges to our
operations in the future. Additionally, we believe a portion of our customer base continues to experience significant economic
challenges and uncertainty, including stagnant incomes or incomes that have not returned to pre-recession levels, and that those
challenges could be intensified by various macroeconomic factors, including increasing inflationary pressures and significant
recent disruption in financial markets in connection with the COVID-19 outbreak, increased unemployment, dramatic price
swings in the cost of energy, and other factors.
We may not be able to open or profitably operate new stores in existing, adjacent or new geographic markets. There are a
number of factors that could affect our ability to successfully execute our store growth strategy, including:
• The duration, scope, and severity of COVID-19;
• Difficulties associated with the hiring, training and retention of skilled personnel, including store managers;
• The availability of financial resources;
• The availability of favorable sites in existing, adjacent or new markets on terms, including price, consistent with our
business plan;
• Competition in existing, adjacent or new markets;
• Competitive conditions, consumer tastes and discretionary spending patterns in adjacent or new markets that are
different from those in our existing markets or changes in competitive conditions, consumer tastes and discretionary
spending patterns in our existing markets;
• A lack of consumer demand for our products or financing programs at levels that can support store growth or the
profitability of existing stores;
•
Inability to make customer financing programs available that allow consumers to purchase products at levels that can
support store growth;
• An inability to manage a greater number of new customers from new stores;
• Limitations created by covenants and conditions under our debt agreements, including our Revolving Credit Facility,
the indenture governing our senior notes and our asset-backed notes;
• An inability or unwillingness of vendors to supply product on a timely basis or at competitive prices;
• An inability to secure consumer lending licenses in new or adjacent states or markets;
• The failure to open enough stores in new markets to achieve a sufficient market presence and realize the benefits of
leveraging our advertising and distribution systems;
• Unfamiliarity with local real estate markets and demographics in adjacent and new markets;
•
Problems in adapting our distribution and other operational and management systems to an expanded network of
stores; and
• Higher costs for direct mail, television, newspaper, digital, radio and out-of-home targeted advertising.
These and other similar factors may also limit the ability of any newly opened stores to achieve sales and profitability levels
consistent with our projections or comparable with our existing stores or to become profitable at all. As a result, we may
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determine that we need to close or reduce the hours of operation of certain stores, which could have a material adverse effect on
us.
If we are unable to effectively manage the growth of our business, our revenues may not increase, our cost of operations
may rise and our results of operations may decline. As we continue to grow and expand our store base, we will face various
business risks associated with growth, including the risk that our management, financial controls and information systems will
be inadequate to support our expansion. Our growth will require management to expend significant time, effort, and additional
resources to ensure the continuing adequacy of our financial controls, operating procedures, information systems, product
purchasing, warehousing and distribution systems and employee training programs. While we have engaged in and focused on
these elements, we cannot predict whether we will be able to effectively manage the increased demand resulting from
expansion in current markets or into new markets, or respond on a timely basis to the changing demands that our expansion will
impose on our management, financial controls and information systems. If we fail to successfully manage the challenges of
growth, do not continue to improve our systems and controls or encounter unexpected difficulties during expansion, our growth
plan may not yield the results we currently anticipate and we could be materially adversely affected.
We have plans for significant future capital needs and the inability to access our Revolving Credit Facility or the capital
markets on favorable terms or at all may have a material adverse effect on us. We generally finance our operations primarily
through a combination of cash flow generated from operations, borrowings under our Revolving Credit Facility, and
securitizations of customer receivables through the capital markets. Our ability to access capital through our existing
Revolving Credit Facility, raise additional capital by expanding our Revolving Credit Facility, or undertake future securitization
or other debt or equity transactions on economically favorable terms or at all, depends in large part on factors that are beyond
our control, including:
• Conditions in the securities and finance markets generally, including as a result of the COVID-19 outbreak, and for
securitized instruments in particular;
• A negative bias toward our industry by capital market participants;
• Our credit rating or the credit rating of any securities we may issue;
• General economic conditions and the results of our earnings, cash flows and balance sheet;
•
Security or collateral requirements;
• The credit quality and performance of our customer receivables;
• Regulatory restrictions applicable to us;
• Our overall business and industry prospects;
• Our overall sales performance, profitability, cash flow, balance sheet quality, regulatory restrictions;
• Our ability to provide or obtain financial support for required credit enhancement;
• Our ability to adequately service our financial instruments;
• Our ability to make required representations and warranties;
• Our ability to meet debt covenant requirements; and
•
Prevailing interest rates.
The amount of our planned capital expenditures may be limited by, among other factors, the availability of capital to fund new
store openings and customer receivable portfolio growth. If adequate capital is not available at the time we need it, we may
have to curtail future growth or change our expansion plans, which could have a material adverse effect on us.
We use our customer receivables, in addition to our inventory, as collateral to support our capital needs. As the aggregate
amount and performance of our customer receivables has fluctuated, from time to time we have required amendments to our
credit facilities in order to stay in compliance with our obligations thereunder. If we require such amendments in the future and
are unable to obtain them, or if we are unable to arrange substitute financing facilities or other sources of capital, then we may
be unable to continue drawing funds under our Revolving Credit Facility, which would force us to limit or cease offering credit
through our finance programs. Likewise, if the borrowing base under our Revolving Credit Facility is reduced, or otherwise
becomes unavailable, or we are unable to arrange substitute financing facilities or other sources of capital, we may have to limit
the amount of credit that we make available through our customer credit programs. A reduction in our ability to offer customer
credit could have a material adverse effect on us. Further, our inability, or limitations on our ability, to obtain funding through
securitization facilities or other sources may materially adversely affect our ability to provide additional credit to existing
customers, which could have a material adverse effect on our profitability under our credit programs if such existing customers
fail to repay outstanding credit. Additionally, the inability of any of the financial institutions providing our financing facilities
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to fund their respective commitments could materially adversely affect our ability to fund our credit programs, capital
expenditures and other general corporate needs.
Our existing and future levels of indebtedness could adversely affect our financial health, ability to obtain financing in the
future, ability to react to changes in our business and ability to fulfill our obligations under such indebtedness. As of
January 31, 2021, we had aggregate outstanding indebtedness, including under our Revolving Credit Facility, senior notes and
various classes of asset-backed notes, of $607.2 million. This level of indebtedness could:
• Make it more difficult for us to satisfy our obligations with respect to our outstanding notes and other indebtedness,
resulting in possible defaults on and acceleration of such indebtedness;
• Require us to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest
on our indebtedness, thereby reducing the availability of such cash flows to fund working capital, acquisitions, new
store openings, capital expenditures and other general corporate purposes;
• Limit our ability to obtain additional financing for working capital, acquisitions, new store openings, capital
expenditures, debt service requirements and other general corporate purposes;
• Limit our ability to refinance indebtedness or cause the associated costs of such refinancing to increase;
•
•
Increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations
(because a portion of our borrowings are at variable rates of interest); and
Place us at a competitive disadvantage compared to our competitors with proportionately less debt or comparable debt
at more favorable interest rates which, as a result, may be better positioned to withstand economic downturns.
Any of the foregoing impacts of our level of indebtedness could have a material adverse effect on us.
Our debt securities may receive ratings that may increase our borrowing costs. We may elect to issue securities for which we
may seek to obtain a rating from a rating agency. It is possible, however, that one or more rating agencies may independently
determine to assign a rating to any of our issued debt securities. If any ratings are assigned to any of our debt, or the asset-
backed notes or other securities with a rating, such ratings, if they are lower than market expectations or are subsequently
lowered or withdrawn, whether as a result of our actions or factors which are beyond our control, could increase our future
borrowing costs and impair our ability to access capital and credit markets on terms commercially acceptable to us, or at all.
Inability to access the credit markets on acceptable terms, if at all, could have a material adverse effect on our financial
condition.
We might not be able to access the securitization market for capital from time to time in the future, which may require us to
seek alternative and more costly sources of financing. We have successfully consummated a number of securitization
transactions, however, there can be no assurances that we will be able to complete additional securitization transactions if
securitization markets become constrained. The economic recession that began in 2009 and events in the securitization
markets, as well as the debt markets and the economy generally, caused significant dislocations, lack of liquidity in the market
for asset-backed securities, and a severe disruption in the wider global financial markets, including a significant reduction of
investor demand for, and purchases of, asset-backed securities and structured financial products. Additional or prolonged
disruptions in the securitization market, such as a recession triggered by the effects of the ongoing COVID-19 crisis, could
preclude our ability to use securitization as a financing source, or could render it an inefficient source of financing making us
more dependent on alternative sourcing of financing that might not be as favorable as securitizations or might be otherwise
unfavorable or unavailable altogether.
Securitization structures are subject to an evolving regulatory environment that may affect the availability and attractiveness
of securitization as a financing option. In the U.S., following the economic recession that began in 2009, there has been
increased political and regulatory scrutiny of the asset-backed securities industry, which has resulted in increased regulation.
The impact of such regulations on investors in securitization markets and the incentives for certain investors to hold asset-
backed securities remain unclear, and may have a material adverse effect on the liquidity of such securities, which could have a
material adverse effect on our liquidity. Additionally, rules from various agencies now require sponsors of asset-backed
securities to retain an ownership stake in securitization transactions. Any adverse changes to these regulations could effectively
limit our access to securitization as a source of financing or alter the structure of securitizations, which could pose risks to our
participation in any securitizations or could reduce or eliminate the economic incentives to us of participating in securitizations.
One of our operating subsidiaries may be required to repurchase certain finance receivables if representations and
warranties about the quality and nature of such receivables are breached, which may negatively impact our results of
operations, financial condition, and liquidity. We have entered into certain financing arrangements, including issuances of
asset-backed notes and a warehouse financing facility (collectively, “Financing Transactions”), that are secured by retail
installment contracts and direct consumer loans originated by our operating subsidiaries (the “Receivables”). In connection
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with the Financing Transactions, our operating subsidiaries sold the Receivables to certain of our wholly-owned special purpose
VIEs and made certain representations and warranties about the quality and nature of the Receivables.
If there is a breach of those representations and warranties, one of our operating subsidiaries may be obligated to repurchase the
affected Receivables. If our operating subsidiary is required to repurchase Receivables that were previously sold in connection
with the Financing Transactions, this could have a materially adverse impact on our results of operations, financial condition,
and liquidity.
A decrease in our credit sales, a decline in credit quality of our customers or other factors outside of our control could lead
to a decrease in our product sales and profitability. A significant portion of our credit portfolio is comprised of credit
provided to customers considered to be sub-prime borrowers who have limited credit history, low income or past credit
problems. Entering into credit arrangements with such customers entails a higher risk of customer default, higher delinquency
rates and higher losses than extending credit to more creditworthy customers. While we believe that our pricing and the
underwriting criteria and collection methods we employ enable us to effectively and appropriately manage the higher risks
inherent in issuing credit to sub-prime customers, no assurance can be given that such pricing and underwriting criteria and
methods will afford adequate protection against such risks. We have experienced volatility in delinquency and charge-off rates
on our customer receivables, each of which has the effect of decreasing our profitability. Some of our customer receivables
become delinquent from time to time. Some accounts end up in default, due to various factors, such as general and local
economic conditions, including the impact of rising interest rates, living costs and unemployment rates. As we continue to
expand into new markets, we will obtain new customer receivables that may present a higher risk than our existing customer
receivables since new customer receivables do not have an established credit history with us.
If we reduce the amount of credit we grant to our customers (whether due to financial or regulatory constraints, including
regulatory constraints relating to interest rates), or if our customers curtail entering into credit arrangements with us, whether as
a result of prolonged economic uncertainty in the U.S., increases in unemployment or other factors, we likely would sell fewer
products, which could result in a material adverse effect on us. Further, because a significant number of payments we receive
on credit accounts are made in person by customers in one of our store locations, any decrease in credit sales could reduce
traffic in our stores and result in lower revenues. A decline in the credit quality of our credit accounts could also cause an
increase in our credit losses, which would result in an adverse effect on our earnings. A decline in credit quality could also lead
to stricter underwriting criteria which could have a negative impact on net sales.
We maintain an allowance for doubtful accounts on our customer accounts receivable. If the allowance for doubtful accounts is
inadequate, we would recognize losses in excess of the allowance, which could have a material adverse effect on us.
Covenants in our debt agreements impose various operating and financial restrictions on us, and if we are not able to
comply with such covenants, our lenders could accelerate our indebtedness, proceed against certain collateral we have
provided or exercise other remedies, which could have a material adverse effect on us. The covenants in our Revolving
Credit Facility, the indenture governing our senior notes, and our asset-backed notes contain a number of restrictions that
impose operating and financial restrictions on us and may limit our ability to execute our growth strategy or engage in acts that
may be in our long-term best interest, including restrictions on our ability to incur additional indebtedness, grant liens on assets,
make distributions on equity interests, dispose of assets, make loans, pay other indebtedness, engage in mergers, and other
matters. In addition, we must maintain compliance with certain financial covenants. Our ability to meet those financial
covenants can be affected by events beyond our control, and we may be unable to meet them.
A breach of the covenants could result in an event of default under our Revolving Credit Facility or the indenture governing our
senior notes or our asset backed notes. Such a default may allow the applicable creditors to accelerate the related debt and may
result in the acceleration of any other debt to which a cross-default provision applies. Furthermore, if we are unable to repay
the amounts due and payable under our Revolving Credit Facility, the lenders thereunder could proceed against the collateral
granted to them to secure that indebtedness, which could have a material adverse effect on us. In the event our lenders
accelerate the repayment of our borrowings, we may not have sufficient funds to repay that indebtedness.
Increased borrowing costs will negatively impact our results of operations. Because most of our consumer credit programs
have interest rates equal to the highest rate allowable under applicable state law, we would generally not be able to pass higher
borrowing costs along to future consumer credit customers and our results of operations could be negatively impacted. The
interest rates on our Revolving Credit Facility are variable based upon an applicable margin determined by a pricing grid plus a
London Interbank Offered Rate (“LIBOR”) or alternate base rate, and increases in such rates would reduce our margins. The
level of interest rates in the market in general will impact the interest rate on any debt instruments we issue in the future.
Additionally, we may issue debt securities or enter into credit facilities under which we pay interest at a higher rate than we
have historically paid, which would further reduce our earnings and negatively impact our results of operations.
We may be adversely affected by changes in the method of determining LIBOR or the replacement of LIBOR with an
alternative reference rate, including the Secured Overnight Financing Rate (“SOFR”). As of January 31, 2021, we had
approximately $52.0 million of variable-rate indebtedness, which uses LIBOR as a benchmark for establishing the interest rate.
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The U.K. Financial Conduct Authority (the “FCA”) has announced its expectation that the publication of non-U.S. dollar
LIBOR rates will cease after publication on December 31, 2021 and the publication of U.S. dollar LIBOR rates for the most
common tenors (overnight and one, three, six and twelve months) will cease after publication on June 30, 2023, instead of on
December 31, 2021 as previously expected. The FCA and the LIBOR Administrator have emphasized that, despite any
continued publication of U.S. dollar LIBOR rates through June 30, 2023, no new contracts using U.S. dollar LIBOR rates
should be entered into after December 31, 2021. Accordingly, the transition away from the widespread use of LIBOR to
alternative rates is expected to occur over the next couple of years. Further, there is no assurance that LIBOR, of any particular
currency and tenor, will continue to be published until any particular date. The timing of the transition and the consequences of
these developments cannot be entirely predicted but could include an increase in the cost of our variable-rate indebtedness and
other commercial arrangements tied to LIBOR.
Furthermore, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates
Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S.
dollar-LIBOR in derivatives and other financial contracts. SOFR is a broad U.S. Treasury repo financing rate that represents
overnight secured funding transactions and is fundamentally different from LIBOR for two key reasons. First, SOFR is a
secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR represents interbank funding
over different maturities. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have
at any time, including as a result of changes in interest and yield rates in the market, market volatility or global or regional
economic, financial, political, regulatory, judicial or other events, and since its publication began in 2018, daily changes in
SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or other market rates. Accordingly,
we cannot predict whether changes related to the phase-out of LIBOR, including insufficient liquidity in the SOFR markets,
alternative reference rates or other reforms, as they occur, will not have an adverse effect on the amount of interest paid on, or
the market value of, our current or future debt obligations.
In addition, we have incurred and expect to incur further expenses to renegotiate or clarify the rate provisions in certain of our
variable-rate arrangements to affect the transition away from LIBOR-based rates and implement replacement indices, as
necessary, but may not be able to do so on terms favorable to us. Furthermore, uncertainty regarding the continued use and
reliability of LIBOR as a benchmark rate and uncertainty regarding its replacement could disrupt the financial markets or
adversely affect the value of our arrangements tied to LIBOR.
Deterioration in the performance of our customer receivables portfolio could materially adversely affect our liquidity
position and profitability. Our liquidity position and profitability are heavily dependent on our ability to collect our customer
receivables. If the performance of our customer receivables portfolio were to substantially deteriorate, that could have a
material adverse effect on the liquidity available to us and our ability to comply with the covenants and borrowing base
calculations under our Revolving Credit Facility, and our earnings may decline due to higher provisions for bad debt expense,
higher servicing costs, higher net charge-off rates and lower interest and fee income.
Our ability to collect from credit customers may be impaired by store closings. In the event of store closings, whether due to
the COVID-19 outbreak or otherwise, credit customers may not pay balances in a timely fashion, or may not pay at all, since a
large number of our customers remit payments in store and have not traditionally made payments to a non-store location.
In deciding whether to extend credit to customers, we rely on the accuracy and completeness of information furnished to us
by or on behalf of our credit customers, and we assume certain behavior and attributes on the basis of prior customers. If
we and our systems are unable to detect any misrepresentations in this information, or if our assumptions prove inaccurate,
it may have a material adverse effect on us. In deciding whether to extend credit to customers, we rely heavily on information
furnished to us by or on behalf of our credit customers, including employment and personal financial information, and our
ability to validate such information through third-party services. We also assume certain behavior and attributes observed for
prior customers. Our ability to effectively manage our credit risk could be impaired, and could have a material adverse effect
on us, if a significant percentage of our credit customers intentionally or negligently misrepresent any of this information, and
our systems do not detect such misrepresentations, or if unexpected changes in behavior caused by macroeconomic conditions,
changes in consumer preferences, availability of alternative products or other factors cause our assumptions to be inaccurate.
Our policy of re-aging certain delinquent borrowers affects our delinquency statistics and the timing and amount of our
write-offs, and may lead to higher delinquency statistics in the future, which could have a material adverse effect on our
financial results. Re-aging is offered to certain of our past-due customers if they meet the conditions of our re-age policy. Our
decision to offer a delinquent customer a re-age program is based on that borrower’s specific condition, our history with the
borrower, the amount of the loan and various other factors. When we re-age a customer’s account, we move the account from a
delinquent status to a current status. Management exercises a considerable amount of discretion over the re-aging process and
has the ability to re-age an account multiple times during its life. Treating an otherwise uncollectible account as current affects
our delinquency statistics, as well as impacts the timing and amount of charge-offs and, potentially, our future financial results.
If these accounts had been charged off sooner, our net loss rates for earlier periods might have been higher. If the customer
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defaults on the re-aged account, our re-aging may have simply postponed a delinquency, and our future delinquency statistics
will be correspondingly higher.
If we fail to properly staff and train our collections personnel or timely contact delinquent borrowers, the number of
delinquent customer receivables eventually being charged off could increase. We contact customers with delinquent credit
account balances soon after the account becomes delinquent. During periods of increased delinquencies, it is important that we
are proactive in dealing with customers rather than simply allowing customer receivables to go to charge-off. Historically,
when our servicing becomes involved at an earlier stage of delinquency with credit counseling and workout programs, there is a
greater likelihood that the customer receivable will not be charged off.
The success of our collection efforts depends on our collection center being properly staffed and our staff being properly trained
to assist borrowers in bringing delinquent balances current and ultimately avoiding charge-off. If we do not properly staff and
train our collections personnel, or if we incur any downtime or other issues with our information systems that assist us with our
collection efforts, then the number of accounts in a delinquent status or charged-off could increase. In addition, managing a
substantially higher volume of delinquent customer receivables typically increases our operational costs. A rise in
delinquencies or charge-offs could result in a material adverse effect on us.
We rely on internal models to manage risk and to provide accounting estimates. We could suffer a material adverse effect if
those models do not provide reliable accounting estimates or predictions of future activity. We make significant use of
business and financial models in connection with our efforts to measure and monitor our risk exposures and to manage our
credit portfolio. For example, we use models as a basis for credit underwriting decisions, portfolio delinquency, charge-off and
collection expectations and other market risks, based on economic factors and our experience. The information provided by
these models is used in making business decisions relating to strategies, initiatives, transactions and pricing, as well as the size
of our allowance for doubtful accounts, among other accounting estimates.
Models are inherently imperfect predictors of actual results because they are based on current and historical data available to us
and our assumptions about factors such as credit demand, payment rates, default rates, delinquency rates and other factors that
may overstate or understate future experience. Our models could produce unreliable results for a number of reasons, including
the limitations of historical data to predict results due to unprecedented or unforeseen events or circumstances, invalid or
incorrect assumptions underlying the models, the need for manual adjustments in response to rapid changes in economic
conditions, changes in credit policies, incorrect coding of the models, incorrect data being used by the models or inappropriate
application of a model to products or events outside of the model’s intended use. In particular, models are less dependable
when the prevailing economic environment is different than historical experience.
In addition, we continually receive new economic data. Our critical accounting estimates, such as the size of our allowance for
doubtful accounts, are subject to change, often significantly, due to the nature and magnitude of changes in economic
conditions. However, there is generally a lag between the availability of this economic information and the preparation of
corresponding internal models. When economic conditions change quickly or in unforeseen ways, there is increased risk that
the assumptions and inputs reflected in our models are not representative of current economic conditions.
Changes in the economy, regulatory landscape, credit policies and practices, and the credit and capital markets have required,
and will continue to require, frequent adjustments to our models and the application of greater management judgment in the
interpretation and adjustment of the results produced by our models, including in connection with market uncertainty driven by
the COVID-19 pandemic and other matters. The application of greater management judgment reflects the need to take into
account updated information while continuing to maintain controlled processes for model updates, including model
development, testing, independent validation and implementation. As a result of the time and resources, including technical and
staffing resources, that are required to perform these processes effectively, it may not be possible to replace existing models
quickly enough to ensure that they will always properly account for the impacts of recent information and actions.
If circumstances prove our models to be undependable or not representative of our results, then we may deem it necessary to
increase our allowance for doubtful accounts in the future. If our actual charge-offs exceed the assumption used to establish the
allowance, our provision for losses would increase and could result in a material adverse effect on us.
We benefit from the collection of customer and non-customer recoveries on our customer accounts receivables. Our
inability to continue to collect these recoveries could adversely affect our financial results. Once an account is charged-off,
we continue to pursue collections from various recovery sources, including the customer, various state taxing jurisdictions in
which sales tax was remitted and our third party insurance and warranty carriers that sold insurance and warranty products. If
we are unable to continue to pursue our collections efforts as a result of operational, legislative, contractual or other changes,
our financial results could be adversely affected.
Our reported results require the judgment of management, and we could be subject to risks associated with these judgments
or could be adversely affected by the implementation of new, or changes in the interpretation of existing, accounting
principles or financial reporting requirements. The preparation of our financial statements requires management to make
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estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and
liabilities, at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the
reporting periods. In addition, we prepare our financial statements in accordance with generally accepted accounting principles
(“GAAP”), and GAAP and its interpretations are subject to change over time. If new rules, different judgments, or
interpretations of existing rules require us to change our financial reporting, our results of operations and financial condition
could be materially adversely affected, and we could be required to restate historical financial reporting.
Some of our customers may be recent immigrants and some may not be US citizens. Changes in immigration policies that
affect states that share a border with Mexico may negatively impact our retail sales. We follow customer identification
procedures including accepting government-issued picture identification, but we do not verify the immigration status of our
customers. If we or the retail credit offering sector receive negative publicity around making loans to potentially undocumented
immigrants, it may draw additional attention from regulatory agencies or advocacy groups, which may harm our sales and
collections results. While our credit models look to approve customers who have stability of residency and employment, it is
possible that a significant change in immigration patterns, policies or enforcement could cause our customers to reduce their
business with us, or not engage in business transactions with us, and cause a reduction in sales or an increase in account
delinquencies. Changes in immigration policies that affect states that share a border with Mexico may continue to create sales
challenges and to negatively impact our retail sales in stores along the Mexican border. There is no assurance that a significant
change in US immigration patterns, laws, regulations or enforcement will not occur, and any such significant change could have
a material adverse impact on us.
If we lose key management or are unable to attract and retain the qualified sales and credit granting and collection
personnel required for our business, our operating results could suffer. Our success depends to a significant degree on the
skills, experience and continued service of our key executives and the identification of suitable successors for them. While our
key executives are subject to non-competition restrictions and other negative contractual covenants, if we lose the services of
any of these individuals and we are unable to identify a suitable successor, or if one or more of them or other key personnel
decide to join a competitor or otherwise compete directly or indirectly with us, our business and operations could be harmed,
and we could have difficulty in implementing our strategy. In addition, our sales and credit operations are largely dependent
upon our labor force. As our business grows, and as we incur turnover in current positions, we will need to locate, hire and
retain additional qualified sales personnel in a timely manner and develop, train and manage an increasing number of
management level sales associates and other employees. Additionally, if we are unable to attract and retain qualified credit
granting and collection personnel, our ability to perform quality underwriting of new credit transactions and maintain
workloads for our collections personnel at a manageable level could be materially adversely affected, and our operations could
be materially adversely impacted, resulting in higher delinquency and net charge-offs on our credit portfolio. Competition for
qualified employees could require us to pay higher wages, and increases in the federal, state or local minimum wage or other
employee benefits costs could increase our operating expenses. If we are unable to attract and retain personnel as needed in the
future or our operating expenses increase, our net sales and operating results could suffer.
We depend on hiring an adequate number of hourly employees to run our business and are subject to government
regulations concerning these and our other employees, including wage and hour regulations. Our workforce is comprised
primarily of employees who work on an hourly basis. In certain markets where we operate, there is significant competition for
hourly employees. The lack of availability of an adequate number of hourly employees or an increase in wages and benefits to
current employees could have a material adverse effect on us. We are subject to applicable rules and regulations relating to our
relationship with our employees, including wage and hour regulations, health and workers’ compensation benefits,
unemployment taxes, overtime and working conditions and immigration status. Accordingly, legislated increases in the federal,
state or local minimum wage, as well as increases in additional labor cost components such as employee benefit costs, workers’
compensation insurance rates, compliance costs and fines, would increase our labor costs, which could have a material adverse
effect on us.
We face significant competition from national, regional, local and internet retailers of furniture and mattresses, home
appliances, and consumer electronics. The retail market for consumer electronics, furniture and mattresses is highly
fragmented and intensely competitive and the market for home appliances is concentrated among a few major dealers. We
currently compete against a diverse group of retailers, including national mass merchants, specialized national retailers, home
improvement stores, and locally-owned regional or independent retail specialty stores that sell furniture and mattresses, home
appliances, and consumer electronics, similar, and often identical, to those items we sell. We also compete with retailers that
market products using store catalogs and the internet. In addition, there are few barriers to entry into our current and
contemplated markets, and new competitors may enter our current or future markets at any time. Additionally, we compete to
some extent against companies offering weekly or monthly lease-to-own payment options to credit constrained consumers for
products for the home similar to those offered by us.
We may not be able to compete successfully against existing and future competitors. Some of our competitors have financial
resources that may be substantially greater than ours and they may be able to purchase inventory at lower costs and better
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endure economic downturns. If we cannot offer competitive prices to our customers, our sales may decline or we may be
required to accept lower profit margins. Our competitors may respond more quickly to new or emerging technologies and may
have greater resources to devote to promotion and sale of products and services. If two or more competitors consolidate their
businesses or enter into strategic partnerships, they may be able to compete more effectively against us.
Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us,
including:
• Expansion by our existing competitors or entry by new competitors into markets where we currently operate;
• Lower pricing;
• Aggressive advertising and marketing;
• Extension of credit to customers on terms more favorable than we offer;
• Extension of credit options to customers with lower credit quality than qualifies for the credit programs we offer;
• Larger store size, or innovative store formats, which may result in greater operational efficiencies; and
• Adoption of improved retail sales methods.
Competition from any of these sources could cause us to lose market share, sales and customers, limit our ability to attract new
customers, increase expenditures or reduce prices, any of which could have a material adverse effect on us.
Changes in customer demand and product mix could materially adversely affect our business. Our products must appeal to a
broad range of consumers whose preferences cannot be predicted with certainty and are subject to change. Our ability to
maintain and increase sales depends to a large extent on the introduction and availability of new products and technologies and
our ability to respond timely to customer demands and preferences for such new products. It is possible that the introduction of
new products will never achieve widespread consumer acceptance or will be supplanted by alternative products and
technologies that do not offer us a similar sales opportunity or are sold at lower price points or margins. We may be unable to
anticipate these buying patterns, which could result in a material adverse effect on us. In addition, we often make commitments
to purchase products from our vendors several months in advance of proposed delivery dates. Significant deviation from the
projected demand for products that we sell could affect our inventory strategies, which may have an adverse effect on us, either
from lost sales or lower margins due to the need to reduce prices to dispose of excess inventory.
Furthermore, due to our increasing emphasis on furniture and mattress offerings, we are building larger new stores and
investing additional capital to expand existing stores to accommodate those offerings. If we are unable to execute on our
furniture and mattress offering strategy, it could have a material adverse effect on us.
We may experience significant price pressures over the life cycle of our products from competing technologies and our
competitors. Prices for many of our products decrease over their life cycle. Such decreases often result in decreased gross
profit margins. Suppliers may also take various steps, including manufacturing lower-cost inventory in higher volumes, to
increase their own profitability, which may negatively impact our margins and, as a result, our profitability. Typically, new
products, such as OLED, QLED, 4K Ultra HD and 8K televisions are introduced at relatively high price points that are then
gradually reduced as the product becomes mainstream. To sustain same store sales growth, unit sales must increase at a rate
greater than the decline in product prices. The affordability of products helps drive 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. We continue to adjust our marketing strategies to address this challenge through the
introduction of new product categories, new products within our existing categories and product innovations. If we fail to
accurately anticipate the introduction of new technologies, we may possess significant amounts of obsolete inventory that can
only be sold at substantially lower prices than we anticipated. In addition, we may not be able to maintain our historical margin
levels in the future due to increased sales of lower margin products, such as personal electronics products, and declines in
average selling prices of key products, such as consumer electronics and home appliances. If sales of lower margin items
continue to increase and replace sales of higher margin items, or if our consumer electronics products average selling prices
decrease due to the maturity of their life cycle, our gross margin and overall gross profit levels may be materially adversely
affected.
A disruption in our relationships with, the operations of, or the supply of product from any of our key suppliers, including
those suppliers and manufacturers located in Asia and Mexico, whether due to COVID-19 or otherwise, could have a
material adverse effect on us. The success of our business and growth strategies depends to a significant degree on our
relationships with our suppliers, particularly our brand name suppliers. We do not have long-term supply agreements or
exclusive arrangements with a number of our vendors. We typically order our inventory through the issuance of individual
purchase orders to vendors. We have limited contractual assurance of the continued supply of merchandise we currently, or
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would like to, offer our customers. We also rely on our suppliers for funds in the form of vendor allowances. We may be
subject to rationing by suppliers with respect to a number of limited distribution items. In addition, while we purchase products
from approximately 75 manufacturers and distributors, we rely heavily on a relatively small number of suppliers. For example,
during fiscal year 2021, 76.0% of our total inventory purchases were from six vendors. The loss of any one or more of our key
suppliers or failure to establish and maintain relationships with these and other vendors, and limitations on the availability of
inventory or repair parts, could have a material adverse effect on our supply and assortment of products, as we may not be able
to find suitable replacements to supply products at competitive prices, and on our results of operations and financial condition.
If one of our vendors were to go out of business or were to be unable to fund amounts due to us, including payments due for
returns of product and warranty claims, it could have a material adverse effect on our results of operations and financial
condition. Catastrophic or other unforeseen events, including outbreaks such as COVID-19, whether inside or outside the U.S.,
could materially adversely impact the supply and delivery to us of products manufactured far from our sales facilities, including
manufacturers or suppliers located in Asia and Mexico, which could materially adversely impact our results of operations. In
addition, because many of the products we sell are manufactured outside of the U.S., we may experience labor unrest or an
increase in the cost of imported vendor products, or an inability to secure imported merchandise, as a result of border taxes,
tariffs, or trade disputes at any time for reasons beyond our control. Any slow-downs, disruptions or strikes at any of the ports
may have a material adverse effect on our relationships with our customers and our business, potentially resulting in canceled
orders by customers and reduced revenues and earnings. If imported merchandise becomes more expensive, unavailable or
difficult to obtain, we may not be able to meet the demands of our customers. Products from alternative sources may also be
more expensive than those our vendors currently import.
Our ability to enter new markets successfully depends, to a significant extent, on the willingness and ability of our vendors to
supply merchandise to additional distribution centers and stores. If vendors are unwilling or unable to supply some or all of
their products to us at acceptable prices in one or more markets, we could be materially adversely affected.
Furthermore, we rely on credit from vendors to purchase our products. A substantial change in credit terms from vendors or
vendors’ willingness to extend credit to us, including providing inventory under consignment arrangements, would reduce our
ability to obtain the merchandise that we sell, which could have a material adverse effect on us. In addition, if our vendors fail
to continue to offer vendor allowances, or we are restricted in our ability to earn such funds, our results of operations could be
materially adversely affected.
Turmoil in financial markets and economic disruptions around the world may also negatively impact our suppliers’ access to
capital and liquidity with which to maintain their inventory, production levels, and product quality, and operate their businesses,
all of which could materially adversely affect our supply chain. It may also cause them to change their pricing policies, which
could adversely impact demand for their products. Economic disruptions and market instability may make it difficult for us and
our suppliers to accurately forecast future product demand trends, which could cause us to carry too much or too little
merchandise in various product categories. In addition, to the extent that any manufacturer utilizes labor practices that are not
commonly accepted in the U.S., we could be materially adversely affected by any resulting negative publicity.
Our same store sales fluctuate significantly. Our same store sales have fluctuated significantly from quarter to quarter
historically and may fluctuate in the future. A number of factors have historically affected, or may in the future affect, our same
store sales, including:
• Changes in competition, such as pricing pressure, and the opening of new stores by competitors in our markets;
• General economic conditions;
• Economic challenges faced by our customer base;
• New product introductions;
• Changes in our marketing programs;
• Consumer trends;
• Changes in our merchandise mix;
• Changes in the relative sales price points of our major product categories;
• Underwriting standards for our customers purchasing merchandise on credit;
• Our ability to offer credit programs attractive to our customers;
• The impact of any new stores on our existing stores;
• Our ability to manage our supply chain and inventory as a result of relocations of and restructurings to our distribution
centers;
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• Weather events and conditions in our markets;
• COVID-19 and other outbreaks;
• Timing of promotional events;
• Timing, location and participants of major sporting events;
• The number of new store openings;
• The percentage of our stores that are mature stores that tend to be smaller or have fewer assortment of higher margin
products, such as furniture;
• The locations of our stores and the traffic drawn to those areas;
• How often we update our stores;
• Our ability to execute our business strategy effectively;
•
Staffing levels; and
• Lease-to-own penetration rates.
We have been named as a defendant in multiple securities class action lawsuits and shareholder derivative lawsuits.
Potential similar or related litigation or investigations could result in substantial damages and may divert management’s
time and attention from our business. We and certain of our current and former officers and directors are named as defendants
in securities class action lawsuits and in related shareholder derivative lawsuits. Each of these matters is described in more
detail in Part II, Item 8., in Note 12, Contingencies, of the Consolidated Financial Statements of this Annual Report on Form
10-K.
The lawsuits could result in the diversion of management’s time and attention away from business operations, which could
harm our business and also harm our relationships with existing customers and vendors. They may also materially damage our
reputation and the value of our brand. Our legal expenses incurred in defending the lawsuits could be significant, and a ruling
against us, or a settlement of any of these matters, could have a material adverse effect on us.
There can be no assurance that any litigation to which we are, or in the future may become, a party will be resolved in our
favor. These lawsuits and any other lawsuits that we may become party to are subject to inherent uncertainties, and the costs to
us of defending litigation matters will depend upon many unknown factors. Any claim that is successfully decided against us
may require us to pay substantial damages, including punitive damages, and other related fees, or prevent us from selling
certain of our products. Regardless of whether lawsuits are resolved in our favor or if we are the plaintiff or the defendant in
the litigation, any lawsuits to which we are or may become a party will likely be expensive and time consuming to defend or
resolve.
Pending litigation relating to the sale of credit insurance and the sale of repair service agreements in the retail industry
could have a material adverse effect on us. State attorneys generals and private plaintiffs have filed lawsuits against other
retailers relating to improper practices in connection with the sale of credit insurance and repair service agreements in several
jurisdictions around the country. We offer credit insurance in our stores on sales financed under our credit programs and require
customers to purchase credit insurance from us, or provide evidence from a third-party insurance provider, at their election, in
connection with sales of merchandise on credit. Therefore, similar litigation could be brought against us. While we believe we
are in full compliance with applicable laws and regulations, if we are found liable in any future lawsuit regarding credit
insurance or repair service agreements, we could be required to pay substantial damages or incur substantial costs as part of an
out-of-court settlement or require us to modify or suspend certain operations, any of which could have a material adverse effect
on us. An adverse judgment or any negative publicity associated with our repair service agreements or any potential credit
insurance litigation could also affect our reputation, which could have a negative impact on our cash flow and results of
operations.
Pending or unforeseen litigation and the potential for adverse publicity associated with litigation could have a material
adverse effect on us. We are involved from time to time in various legal proceedings arising in the ordinary course of our
business, including primarily commercial, consumer finance, debt collections, product liability, employment and intellectual
property claims. We currently do not expect the outcome of any pending matters to have a material adverse effect on our
consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is
possible that the ultimate outcome of one or more pending claims asserted against us, or claims that may be asserted in the
future that we are currently not aware of, or adverse publicity resulting from any such litigation, could adversely impact our
business, reputation, sales, profitability, cash flows and financial condition.
In recent years many participants in the manufacturing, retail and software industries have been the target of patent litigation
claimants making demands or filing claims based upon alleged patent infringement through the manufacturing and selling,
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either in merchandise or through software and internet websites, of product or merely providing access through website portals.
We, in conjunction with multiple other parties, have been (and remain) the targets of such claims. While we believe that we
have not violated or infringed any third-party alleged patent rights, and intend to defend vigorously any such claims, the cost to
defend, settle or pay any such claims could be substantial and could have a material adverse effect on us.
Failure to effectively manage our costs could have a material adverse effect on our profitability. Certain elements of our cost
structure are largely fixed in nature. Consumer spending remains uncertain, which makes it more challenging for us to maintain
or increase our operating income. The competitiveness in our industry and increasing price transparency means that the focus
on achieving efficient operations is greater than ever. As a result, we must continuously focus on managing our cost structure.
Failure to manage our labor and benefit rates, advertising and marketing expenses, operating leases, charge-offs, other store
expenses or indirect spending could materially adversely affect us.
Our stores are concentrated in the southern region of the U.S., especially Texas, which subjects us to regional risks, such as
the economy, outbreaks, the performance of energy markets, weather conditions, hurricanes and other natural or man-made
disasters. If the southern region of the U.S. suffers an economic downturn or any other adverse regional event, such as an
outbreak, a collapse of the oil and gas market, or inclement weather, it could have a material adverse effect on us as a result of
the concentration of our stores in such region. Several of our competitors operate stores in various regions across the U.S. and
thus may not be as vulnerable to the risks associated with operating in a concentrated region. The states and the local
economies where many of our stores are located are dependent, to a degree, on the oil and gas industries, which can be very
volatile due to fluctuations of commodities prices or other causes. Because of fears of climate change and adverse effects of
drilling explosions and oil spills, legislation has been considered, and governmental regulations and orders have been issued,
which, combined with the local economic and employment conditions caused by both, could materially adversely impact the oil
and gas industries and the economic health of areas in which a significant number of our stores are located.
Acts of violence at or threatened against our stores or the centers in which they are located, including active shooter
situations, protests and terrorism, could unfavorably impact our sales, which could have a material adverse effect on us.
Any act of violence at or threatened against our stores or the centers in which they are located, including active shooter
situations, protests and terrorist activities, may result in restricted access to our stores and/or store closures in the short-term,
and in the long-term, may cause our customers to avoid our stores. Any such situation could adversely impact cash flows and
make it more difficult to fully staff our stores, which could have a material adverse effect on us.
Our information technology systems for our key business processes are vulnerable to damage that could harm our business.
Our ability to operate our business, including our ability to manage our credit and collections, operations and inventory levels,
largely depends on the efficient operation of our computer hardware and software systems. We use management information
systems, including our credit underwriting, loan management, inventory management and collections systems, to track
inventory information at the store level, communicate customer information, aggregate daily sales and expense information and
manage our credit portfolio, including processing credit applications and managing collections. In addition, we license these
systems from third parties. These systems and our operations are subject to damage or interruption from, among other things:
•
Power loss, computer systems failures and internet, telecommunications or data network failures;
• Operator negligence, unauthorized access or improper operation by, or supervision of, employees;
•
Physical and electronic loss of data or security breaches, misappropriation and similar events;
• Computer viruses;
•
•
Intentional acts of vandalism and similar events;
Failures on behalf of third parties from which we license certain of these systems to provide timely, quality and regular
access to or maintenance of such systems; and
• Hurricanes, fires, floods and other natural disasters.
In addition, the software that we have developed internally to use in our daily operations may contain undetected errors that
could cause our network to fail or our expenses to increase. Any failure of our owned or licensed systems due to any of these or
other causes could cause an interruption in our operations and result in reduced net sales and results of operations. Though we
have implemented contingency and disaster recovery processes in the event of one or several technology failures, any
unforeseen failure, interruption or compromise of our systems or our security measures could adversely affect our business and
harm our reputation. The risk of possible failures or interruptions may not be adequately addressed by us or the third-parties on
which we rely, and such failures or interruptions could occur. The occurrence of any failures or interruptions could have a
material adverse effect on us.
Our information technology systems may not be adequate to meet our evolving business and emerging regulatory needs and
the failure to successfully implement new systems could negatively impact our business and financial results. We are
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investing capital in new information technology systems and implementing modifications and upgrades to existing systems to
support our growth plan. These investments include replacing legacy systems, making changes to existing systems, building
redundancies, and acquiring new systems and hardware with updated functionality. We are taking actions to ensure the
successful implementation of these initiatives, including the testing of new systems and the transfer of existing data, with
minimal disruptions to our business and collections, but there can be no guarantee of success. These efforts may take longer
and may require greater financial and other resources than anticipated, may cause distraction of key personnel, may cause
disruptions to our existing systems and our business, and may not provide the anticipated benefits. Any disruption in our
information technology systems, or our inability to improve, or failure to upgrade, integrate or expand our systems to meet our
evolving business and emerging regulatory requirements, could impair our ability to achieve critical strategic initiatives and
could have a material adverse effect on us.
We could lose our access to customer and credit data sources, which could cause us competitive harm and have a material
adverse effect on us. We are heavily dependent on customer and credit data provided by third party providers. Our data
providers could stop providing data, provide untimely, incorrect or incomplete data, or increase the costs for their data for a
variety of reasons, including a perception that our systems are insecure as a result of a data security breach or regulatory
concerns or for competitive reasons. We could also become subject to increased legislative, regulatory or judicial restrictions or
mandates on the collection, disclosure or use of such data, in particular if such data is not collected by our providers in a way
that allows us to legally use the data. If we were to lose access to this external data or if our access or use were restricted or
were to become less economical or desirable, our business would be negatively impacted, which would adversely affect our
operating results and financial condition. We cannot provide assurance that we will be successful in maintaining our
relationships with these external data source providers or that we will be able to continue to obtain data from them on
acceptable terms or at all. Furthermore, we cannot provide assurance that we will be able to obtain comparable data from
alternative sources on favorable terms or at all if our current sources become unavailable.
If we cannot continue to offer third party payment solutions for customers who do not qualify for our proprietary credit
offerings, our business may be impaired. Currently, if a customer does not qualify for our credit offering for a particular
purchase in our stores, but qualifies with a payment solutions provider not affiliated with us but with whom we have a
commercial relationship, then we sell the applicable merchandise to such payment solutions provider, which leases the
merchandise to the customer under a lease-to-own arrangement, and we record a cash sale. In fiscal year 2021, our third-party
payment solution providers providing lease-to-own arrangements, represented approximately 8.5% of our retail revenue. Our
third-party payment and credit solutions providers’ business models are subject to various risks that are outside of our control.
If, as a result of any of these risks, our third-party payment and credit solutions providers are unable to, or otherwise determine
not to continue operating with us at a level or on terms similar to the level or on terms we have historically operated, or if we
are unable to establish new partnerships with different providers on favorable terms or at all, then we could lose sales or
revenue, our financial results could be adversely affected, our ability to execute our growth plan could be impeded and we
could otherwise suffer a material adverse effect.
If we are unable to continue to offer third-party repair service agreements to our customers, we could incur additional costs
or repair expenses, which could materially adversely affect us. There are a limited number of insurance carriers that provide
repair service agreement programs. If repair service agreement programs become unavailable from our current providers for
any reason, we may be unable to provide repair service agreements to our customers on the same or similar terms, or at all.
Even if we are able to obtain a substitute provider, higher premiums may be required, which could have a material adverse
effect on our profitability if we are unable to pass along the increased cost of such coverage to our customers. Inability to
maintain the repair service agreement program could cause fluctuations in our repair expenses, impact our credit portfolio
losses, and cause greater volatility of earnings and could require us to become the obligor under new contracts we sell.
If we are unable to maintain group credit insurance policies from insurance carriers, which allow us to offer their credit
insurance products to our customers purchasing our merchandise on credit, our revenues may be reduced or our credit
losses may increase. There are a limited number of insurance carriers that provide credit insurance coverage for sale to our
customers. If credit insurance becomes unavailable for any reason we may be unable to offer substitute coverage on the same
or similar terms, or at all. Even if we are able to obtain substitute coverage, it may be at higher rates or reduced coverage,
which could affect customer acceptance of these products, reduce our revenues or increase our credit losses.
We utilize a limited number of home delivery service providers. The loss of any one provider could have a material negative
impact on our home delivery operations. If our third-party merchandise delivery services are unable to meet our promised
delivery schedule, unable to maintain expense controls, or cease operations, including due to the economic impact of various
factors including the COVID-19 outbreak or energy market disruption, our net sales may decline due to a decline in customer
satisfaction, and profitability levels may be negatively impacted. For many purchases, we offer next day delivery to our
customers that we outsource to one of our third-party delivery service providers. The loss of any one service provider, or the
failure to establish and maintain relationships with these or other similar service providers, could have a material negative
impact on our home delivery operations. These third-parties are subject to risks that are beyond our control and, if they fail to
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timely or satisfactorily deliver our products, we may lose business from customers in the future and could suffer damage to our
reputation. The loss of customers or damage to our reputation could have a material adverse effect on us. Further, if our third-
party delivery service providers are unable to maintain expense controls, our profitability and results of operations may be
negatively impacted.
Changes in trade policy, currency exchange rate fluctuations and other factors beyond our control could materially
adversely affect our business. A significant portion of our inventory is manufactured or assembled overseas in Asia and in
Mexico. Changes in U.S. and foreign governments’ trade policies have resulted in, and may continue to result in, tariffs on
imports into and exports from the U.S. Throughout 2018 and 2019, the U.S. imposed tariffs on imports from several countries,
including China, and created the potential for significant additional changes in trade policies. While the impact of the tariffs
was minimal to the Company in fiscal year 2020 and 2021, because many of the products that we sell are manufactured in
foreign jurisdictions, including China, such tariffs could have a negative impact on our business in the future. The new
administration in Washington, D.C. may likely take a different view on tariffs with China and other nations than the preceding
administration, but the impact of any changes cannot be predicted accurately at this time. Additionally, in November 2018, the
U.S., Mexico and Canada signed the United States-Mexico-Canada Agreement (the “USMCA”), which is designed to overhaul
and update the North American Free Trade Agreement (“NAFTA”). The three countries agreed to a revised version of the
USMCA in December 2019. The USMCA has been ratified by all three countries, and as a result, has replaced NAFTA. If the
U.S. were to withdraw from or materially modify other international trade agreements, certain foreign-sourced goods that we
sell may no longer be available at commercially attractive prices or at all, resulting in a material adverse effect on us.
Continued diminished trade relations between the U.S. and other countries, as well as the continued escalation of tariffs, could
have a material adverse effect on us. Additionally, currency fluctuations, including a devaluation of the U.S. dollar, border
taxes, import tariffs, or other factors beyond our control may increase the cost of items we purchase or create shortages of these
items, which in turn could have a material adverse effect on us. Conversely, significant reductions in the cost of these items in
U.S. dollars may cause a significant reduction in the retail prices of those products, resulting in a material adverse effect on us.
Our costs to protect our intellectual property rights, infringement of which could impair our name and reputation, could be
significant. We believe that our success and ability to compete depends in part on consumer identification of the name
“Conn’s” and we rely on certain trademark registrations and common law rights to protect the distinctiveness of our brand. We
intend to protect vigorously our trademarks against infringement, misappropriation or dilution by others. A third-party,
however, could attempt to misappropriate our intellectual property or claim that our intellectual property infringes or otherwise
violates third-party trademarks in the future. Any litigation or claims relating to our intellectual property brought by or against
us, whether with or without merit, or whether successful or not, could result in substantial costs and diversion of our resources,
which could have a material adverse effect on us.
Failure to protect the security of our customers’, employees’ or suppliers’ information or failure to comply with data privacy
and protection laws could expose us to litigation, compromise the integrity of our products, damage our reputation and
materially adversely affect us. Our business regularly captures, collects, handles, processes, transmits and stores significant
amounts of sensitive information about our customers, employees, suppliers and others, including financial records, credit and
business information, and certain other personally identifiable or other sensitive personal information. A number of other
retailers have experienced security breaches, including a number of highly publicized incidents involving well-known retailers.
To our knowledge, we have not suffered a significant security breach. While we have implemented systems and processes to
protect against unauthorized access to or use of secured data and to prevent data loss and theft, there is no guarantee that these
procedures are adequate to safeguard against all data security breaches or misuse of data. In addition, we rely on the secure
operation of our website and other third-party systems generally to assist us in the collection and transmission of the sensitive
data we collect. Our information systems are vulnerable to damage or interruption from power outages, computer and
telecommunications failures, computer viruses, security breaches (including credit card information breaches), vandalism,
catastrophic events and human error or malfeasance. A compromise of our information security controls or of those businesses
with which we interact, which results in confidential information being accessed, obtained, damaged, or used by unauthorized
or improper persons, could harm our reputation and expose us to regulatory actions and claims from customers, employees,
financial institutions, payment card associations and other persons, any of which could materially adversely affect us.
Moreover, a data security breach could require that we expend significant resources related to our information systems and
infrastructure, and could distract management and other key personnel from performing their primary operational duties. If our
information systems are damaged, fail to work properly or otherwise become unavailable, we may incur substantial costs to
repair or replace them, and may experience loss of critical information, customer disruption and interruptions or delays in our
ability to perform essential functions and implement new and innovative services. In addition, compliance with changes in
privacy and information security laws and standards may result in considerable expense due to increased investment in
technology and the development of new operational processes.
We maintain data breach and network security liability insurance, but we cannot be certain that our coverage will be adequate
for any liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms or at
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all. We may need to devote significant resources to protect against security breaches or to address problems caused by
breaches, which would divert resources from the growth and expansion of our business.
Our tax liabilities could be materially impacted by any changes in the tax laws of the jurisdictions in which we operate,
beginning operations in new states, and assessments as a result of tax audits. Legislation could be introduced at any time that
changes our tax liabilities in a way that has a material adverse effect on us. In particular, because of the extent of our operations
in Texas, the Texas margin tax, which is based on gross profit rather than earnings, can create significant volatility in our
effective tax rate. In addition, our entry into new states in the future could subject us to additional tax rate volatility, dependent
upon the tax laws in place in those states. Moreover, we periodically review our indirect tax audit reserve based on recent
assessments of prior year periods. In the event that actual results differ from our estimate, we may revise our estimate of post-
audit periods, which could materially impact our financial condition and results of operations.
We are subject to sales, income and other taxes, which can be difficult and complex to calculate due to the nature of our
business. A failure to correctly calculate and pay such taxes could result in substantial tax liabilities and have a material
adverse effect on us. The application of indirect taxes, such as sales tax, is a complex and evolving issue and we may not have
accrued or remitted required amounts to various jurisdictions. Many of the fundamental statutes and regulations that impose
these taxes were established before the growth of e-commerce and, therefore, in many cases it is not clear how existing statutes
apply to certain aspects of our business and we rely on advice from our third-party tax advisors. In addition, governments are
increasingly looking for ways to increase revenues, which has resulted in discussions about tax reform and other legislative
action to increase tax revenues, including through indirect taxes. This also could result in other adverse changes in or
interpretations of existing sales, income and other tax regulations, the exact nature or effect of which cannot be reasonably
calculated, but which could have a material adverse effect on us.
Failure to successfully utilize and manage e-commerce, and to compete effectively with the growing e-commerce sector,
could materially adversely affect our business and prospects. Our website provides new and existing customers with the
ability to review our product offerings and prices, apply for credit, and make payments on their credit accounts. Customers
may apply for credit, be approved for credit, and complete a transaction to purchase merchandise on our website. Customers
may also purchase certain products on our website using a credit card. Our website is a significant component of our advertising
strategy. We believe our website represents a possible source for future sales and growth in our credit sales. In order to
promote our products and services, allow our customers to complete credit applications in the privacy of their homes and on
their mobile devices and make payments on their accounts, and drive traffic to our stores, we must effectively create, design,
publish and distribute content over the internet. In late fiscal year 2020, we started to offer certain credit-qualified customers
the ability to complete an entire purchase transaction financed online through our proprietary in-house credit programs. We are
monitoring and adjusting the availability of our new online sales channels for credit performance and profitability. There can
be no assurance that we will be able to design and publish web content with a high level of effectiveness or grow our e-
commerce business in a profitable manner. Certain of our competitors, and a number of e-commerce retailers, have established
e-commerce operations against which we compete for customers. It is possible that the increasing competition from the e-
commerce sector may reduce our market share, gross margin or operating margin, and may have a material adverse effect on us.
If we fail to maintain adequate systems and processes to detect and prevent fraudulent activity, including in our e-commerce
business, our business could be materially adversely impacted. Criminals are using increasingly sophisticated methods to
engage in illegal activities such as paper instrument counterfeiting, fraudulent payment or refund schemes and identity theft. As
we make more of our services available over the internet and other media, and as we expand into new geographic regions
without an established customer base, we subject ourselves to increased consumer fraud risk. While we believe past incidents
of fraudulent activity have been relatively isolated, we cannot be certain that our systems and processes will always be adequate
in the face of increasingly sophisticated and ever-changing fraud schemes. We use a variety of tools to protect against fraud,
but these tools may not always be successful at preventing such fraud. Instances of fraud may result in increased costs,
including possible settlement and litigation expenses, and could have a material adverse effect on us.
Our reputation, ability to do business and operating results may be impaired by improper conduct by any of our employees,
agents or business partners. Our employees, agents or business partners may violate the policies and procedures we have
implemented to ensure compliance with applicable laws. Improper actions by any of the foregoing could subject us to civil,
criminal or administrative investigations, could lead to substantial civil and criminal, monetary and non-monetary penalties, and
related shareholder lawsuits, could cause us to incur significant legal fees, and could damage our reputation.
Because we maintain a significant supply of cash and inventories in our stores, we may be subject to employee and third-
party robberies, burglaries, thefts, riots and looting, and may be subject to liability as a result of crimes at our stores. Our
business requires us to maintain a significant supply of cash, loan collateral and inventories in most of our stores. As a result,
we are subject to the risk of robberies, burglaries, thefts, riots and looting. Although we have implemented various programs in
an effort to reduce these risks, maintain insurance coverage for robberies, burglaries and thefts and utilize various security
measures at our facilities, there can be no assurance that robberies, burglaries, thefts, riots and looting will not occur. The
extent of our cash, loan collateral and inventory, losses or shortages could increase as we expand the nature and scope of our
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products and services. Robberies, burglaries, thefts, riots and looting could lead to losses and shortages and could have a
material adverse effect on us. It is also possible that violent crimes such as armed robberies may be committed at our stores.
We could experience liability or adverse publicity arising from such crimes. For example, we may be liable if an employee,
customer, guard or bystander suffers bodily injury or other harm. Any such event may have a material adverse effect on us.
We are subject to risks associated with leasing substantial amounts of space, including future increases in occupancy costs.
We lease almost all of our store locations, our corporate headquarters and our distribution centers. Our continued growth and
success depends in part on our ability to locate property for new stores and renew leases for existing locations. There is no
assurance that we will be able to locate real estate and negotiate leases for new stores, or renegotiate leases for existing
locations, on the same or similar terms, or on favorable terms at all, and we could be forced to move or exit a market as a result.
Furthermore, a significant rise in real estate prices or real property taxes could result in an increase in store lease expense as we
open new locations and renew leases for existing locations, thereby negatively impacting our results of operations. Our
inability to enter into new leases or renew existing leases on terms acceptable to us, or be released from our obligations under
leases for stores that we close, could materially adversely affect us.
We depend primarily on cash flow from operations to pay our lease expenses. If our business does not generate sufficient cash
flow from operating activities to fund these expenses, we may not be able to service our lease expenses, which could materially
adversely affect us. If an existing or future store is not profitable, and we decide to close it, we may be nonetheless committed
to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the
lease term. Moreover, even if a lease has an early cancellation clause, we might not satisfy the contractual requirements for
early cancellation under that lease.
Failure to maintain positive brand perception and recognition could have a negative impact on our business. Maintaining a
good reputation is critical to the success of our business. The considerable expansion of the use of social media by our
customers (including, but not only, as a result of our technological outreach), has increased the risk that our reputation could be
negatively impacted in a short amount of time. If we are unable to quickly and effectively respond to criticism of our brand or
reputation (on any basis), we may suffer declines in customer loyalty and traffic, vendor relationship issues, and other
consequences, all of which could have a material adverse effect on us.
We face risks with respect to product liability claims and product recalls, which could materially adversely affect our
reputation, our business, and our consolidated results of operations. We purchase merchandise from third-parties and offer
this merchandise to customers for sale. This merchandise could be subject to recalls and other actions by regulatory authorities.
Changes in laws and regulations could also impact the type of merchandise we offer to customers. We have experienced, and
may in the future experience, recalls of merchandise. In addition, individuals may in the future assert claims that they have
sustained injuries from third-party merchandise offered by us, and we may be subject to future lawsuits relating to these claims.
These claims or liabilities may exceed, or fall outside the scope of, our insurance coverage. Any of the issues mentioned above
could result in damage to our reputation, diversion of management resources, or reduced sales and increased costs, any of
which could have a material adverse effect on us.
We previously identified a material weakness in our internal controls over financial reporting. If we fail to maintain an
effective system of internal controls, our ability to product accurate and timely financial statements could be impaired,
which could harm our business and have a material adverse effect on the price of our common stock. In 2020, management
and our independent registered public accounting firm identified a material weakness in our internal controls over financial
reporting related to information technology general controls (“ITGCs”). During fiscal year 2021, we implemented measures to
remediate this material weakness, and we concluded that it had been fully remediated as of January 31, 2021. However, our
remedial actions may not prevent this or similar weaknesses from occurring in the future.
We are required to comply with a variety of reporting, accounting and other rules and regulations. As a result, we maintain a
system of internal control over financial reporting, but there are limitations inherent in internal control systems and significant
deficiencies or material weaknesses are possible. A control system can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource
constraints and the benefit of controls must be appropriate relative to their costs. Furthermore, compliance with existing
requirements is expensive and we may need to implement additional finance and accounting and other systems, procedures and
controls to satisfy our reporting requirements. If our internal control over financial reporting is determined to be ineffective, or
if we are unable to appropriately or timely remediate any such effectiveness, such failure could cause us to restate financial
results that have been made public, cause investors to lose confidence in our reported financial information, negatively affect
the market price of our common stock, subject us to regulatory investigations and penalties, require us to expend significant
resources to remediate the deficiencies, impair our access to capital and otherwise materially adversely impact us.
Our governance documents and Delaware law provide certain anti-takeover measures which could discourage, delay or
prevent a change in control of the Company, even if such changes would be beneficial to our stockholders. Provisions of our
amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of the Delaware
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General Corporation Law (“DGCL”) could discourage, delay or prevent a merger, acquisition or other change in control of the
Company, even if such change in control would be beneficial to our stockholders. These provisions include:
• A prohibition on stockholder action without a meeting, unless such action has been approved in advance by our Board
of Directors;
• A prohibition on stockholders’ ability to call special meetings of stockholders;
• Express powers to adjourn, postpone, reschedule or cancel meetings of stockholders, and rules regarding presiding,
and conduct, at such meetings;
•
Significant advance notice requirements for nominations for election to the Board of Directors or for proposing
matters that can be acted upon by stockholders at stockholder meetings; and
• Authorization of the issuance of “blank check” preferred stock that could be issued by our Board of Directors to
increase the number of outstanding shares and thwart a takeover attempt.
Further, we are subject to Section 203 of the DGCL, which limits certain transactions and business combinations between a
corporation and a stockholder owning 15% or more of the corporation’s outstanding voting stock for a period of three years
from the date the stockholder becomes a 15% stockholder. These provisions and our stockholders’ rights plan, either alone or in
combination with each other, could delay, deter or prevent a change of control, whether or not it is desired by, or beneficial to,
our stockholders.
Our corporate actions may be substantially controlled by our principal stockholders and affiliated entities. A large
proportion of our outstanding common stock is beneficially owned by a small group of principal stockholders and their
affiliates, including Stephens Inc., Stephens Group, BlackRock, Inc. and Dimensional Fund Advisors LP. Large holders, such
as these, may be able to affect matters requiring approval by Company stockholders, including the election of directors and the
approval of mergers or other business combination transactions. The concentration of ownership of our shares of common
stock by the relatively small number of investors and hedge funds may:
• Have significant influence in determining the outcome of any matter submitted to stockholders for approval, including
the election of directors, mergers, consolidations, and the sale of all or substantially of our assets or other significant
corporate actions;
• Delay or deter a change of control of the Company;
• Deprive stockholders of an opportunity to receive a premium for their shares as part of a sale of the Company; and
• Affect the market price volatility and liquidity of our shares of common stock.
The interests of these investors and their respective affiliates may differ from or be adverse to the interests of our other
stockholders. If any of these investors sells a substantial number of shares in the public market, the market price of our shares
could fall. The perception among the public that these sales will occur could also contribute to a decline in the market price of
our shares.
Risk Related to Laws and Regulations
We may expand our retail or credit offerings and become subject to different operating, regulatory or legal requirements. In
addition to the retail and consumer finance products we currently offer, we may offer other products and services in the future,
including new financing products and services. These products and services may require additional or different operating and
compliance systems or have additional or different legal or regulatory requirements than the products and services we currently
offer.
To the extent we undertake expansion into additional states that allow for direct consumer lending, and do not have the proper
legal and regulatory compliance infrastructure, consumer lending licenses or personnel, or otherwise do not successfully
execute such an expansion, or our customers do not positively respond to such an expansion, it could have a material adverse
effect on us.
Our business could be materially adversely affected by changes in consumer protection laws and regulations. Federal and
state consumer protection laws, regulations and agencies, such as the FCRA and the CFPB, heavily regulate the way we
conduct business and could limit the manner in which we may offer and extend credit and collect on our accounts. Because a
substantial portion of our sales are financed through our credit offerings any adverse change in the regulation of consumer
credit could have a material adverse effect on us.
New laws or regulations, or new interpretations of existing laws or regulations, could limit the amount of interest or fees that
may be charged on consumer credit accounts, including by reducing the maximum interest rate that can be charged in the states
in which we operate, or impose limitations on our ability to collect on account balances, which could have a material adverse
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effect on us. New consumer protection laws and regulations are more likely due to the changes in the Presidency and Congress
following the 2020 election. Compliance with existing and future laws or regulations, including regulations that may be
applicable to us under the Dodd-Frank Act, could require the expenditure of substantial resources. Failure to comply with these
laws or regulations, even if inadvertent, could result in negative publicity, fines or additional licensing expenses, any of which
could result in a material adverse effect on us.
We have procedures and controls in place that we believe are reasonable to monitor compliance with the numerous federal and
state laws and regulations and believe we are in compliance with such laws and regulations. However, these laws and
regulations are complex, differ between jurisdictions and are often subject to interpretation. As we expand into additional
jurisdictions and offer new credit products such as our direct consumer loans, the complexities grow. Compliance with these
laws and regulations is expensive and requires the time and attention of management. If we do not successfully comply with
laws, regulations, or policies, we could incur fines or penalties, lose existing or new customers, or suffer damage to our
reputation. Changes in these laws and regulations can significantly alter our business environment, limit business operations,
and increase costs of doing business, and we may not be able to predict the impact such changes would have on our
profitability.
The CFPB may reshape the consumer financial laws and there continues to be uncertainty as to how the agency’s actions
will impact our business. The Dodd-Frank Act comprehensively overhauled the financial services industry within the U.S. and
established the CFPB. The CFPB has enforcement and rulemaking authority under certain federal consumer financial laws,
including, but not limited to, the TILA, ECOA, FCRA, FDCPA, and GLBA. This means, for example, that the CFPB has the
ability to adopt rules that interpret provisions of the FDCPA, potentially affecting all facets of debt collection. Recently the
CFPB published a revised final rule under the FDCPA that would, among other things, limit the timing and number of calls that
can be made to a consumer debtor by a third-party collection agency. This rule could impact our ability to contact our
consumers and collect amounts owed. In addition, the CFPB has issued guidance in the form of bulletins on debt collection and
credit furnishing activities generally, including bulletins that address furnisher requirements and the application of the CFPB’s
prohibition on “unfair, deceptive, or abusive” acts or practices with respect to debt collection.
In addition, the CFPB maintains an online complaint system that allows consumers to log complaints with respect to the
products we offer. The system could inform future agency decisions with respect to regulatory, enforcement, or examination
focus. The CFPB is authorized to collect fines and provide consumer restitution in the event of violations of certain consumer
financial service laws, engage in consumer financial education, request data, and promote the availability of financial services
to under-served consumers and communities. There continues to be uncertainty as to how, or if, the CFPB and its strategies and
priorities will impact our businesses and our results of operations going forward and could result in new regulatory
requirements and regulatory costs for us.
Although we have committed substantial resources to enhancing our compliance programs, changes in regulatory expectations,
interpretations or practices could increase the risk of enforcement actions, fines and penalties. Actions by the CFPB, FTC and
various state agencies could result in requirements to alter our products and services that would make our products less
attractive to consumers or impair our ability to offer them profitably. Future actions by regulators that discourage the use of
products we offer or steer consumers to other products or services could result in reputational harm and a loss of customers.
Should the CFPB, FTC and various state agencies change regulations adopted in the past by other regulators, or modify past
regulatory guidance, our compliance costs and litigation exposure could increase. This additional focus and regulatory
oversight could significantly increase operating costs.
Judicial or administrative decisions, CFPB rule-making or amendments to the Federal Arbitration Act could render the
arbitration agreements we use illegal or unenforceable. Dispute arbitration provisions are commonplace in our customer
credit arrangements. These provisions are designed to allow us to resolve customer disputes through individual arbitration
rather than in court. Our arbitration provisions explicitly provide that all arbitrations will be conducted on an individual and not
on a class basis. In the past, various courts and administrative authorities have concluded that arbitration agreements with class
action waivers are unenforceable, particularly where a small dollar amount is in controversy on an individual basis.
Any judicial or administrative decisions, federal legislation or final CFPB or other administrative rule that would impair our
ability to enter into and enforce consumer dispute arbitration agreements with class action waivers could significantly increase
our exposure to class action litigation as well as litigation in plaintiff-friendly jurisdictions. Such litigation could have a
material adverse effect on us.
We are required to comply with laws and regulations regulating extensions of credit and other dealings with customers and
our failure to comply with applicable laws and regulations, or any adverse change in those laws or regulations, could have a
negative impact on our business. A substantial portion of our customers finance purchases through our credit offerings. The
extension of credit to consumers and related collection efforts is a highly regulated area of our business. Numerous federal and
state laws impose disclosure and other requirements on the origination, servicing and enforcement of credit accounts. These
laws include, but are not limited to, TILA, ECOA, the Dodd-Frank Act, FCRA, GLBA, FTCA, FDCPA, MLA, SCRA, the
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Texas Debt Collection Act and the Telephone Consumer Protection Act (“TCPA”). Our business practices, marketing and
advertising terms, procedures and practices for credit applications and underwriting, terms of credit extensions and related
disclosures, data privacy and protection practices, and collection practices, may be subject to periodic or special reviews by
regulatory and enforcement authorities under the foregoing laws. These reviews could range from investigations of specific
consumer complaints or concerns to broader inquiries into our practices generally. If, as part of these reviews, the regulatory
authorities conclude that we are not complying with applicable laws or regulations, they could request or impose a wide range
of sanctions and remedies including requiring changes in advertising and collection practices, changes in our credit application
and underwriting practices, changes in our data privacy or protection practices, changes in the terms of our credit or other
financial products (such as decreases in interest rates or fees), the imposition of fines or penalties, or the paying of restitution or
the taking of other remedial action with respect to affected customers. They also could require us to stop offering some of our
credit or other financial products within one or more states, or nationwide.
Negative publicity relating to any specific inquiry or investigation, regardless of whether we have violated any applicable law
or regulation or the extent of any such violation, could negatively affect our reputation, our brand and our stock price, which
could have a material adverse effect on us. If any deficiencies or violations of law or regulations are identified by us or asserted
by any regulator or other person, or if any regulatory or enforcement authority or court requires us to change any of our
practices, the correction of such deficiencies or violations, or the making of such changes, could have a material adverse effect
on us. We face the risk that restrictions or limitations resulting from the enactment, change, or interpretation of federal or state
laws and regulations, such as the Dodd-Frank Act, could negatively affect our business activities, require us to make significant
expenditures or effectively eliminate credit products or other financial products currently offered to customers.
Any failure on our part to comply with legal requirements in connection with credit or other financial products, or in connection
with servicing or collecting our accounts or otherwise dealing with consumers, could significantly impair our ability to collect
the full amount of the account balances and could subject us to substantial liability for damages or penalties. The institution of
any litigation of this nature, or the rendering of any judgment against us in any litigation of this nature, could have a material
adverse effect on us.
We may also expand into additional jurisdictions or offer new credit products in existing jurisdictions. We must comply with
the laws of each jurisdiction we operate in, which are not uniform. New or different laws in new jurisdictions into which we
expand, or changes to the laws in those jurisdictions or the ones in which we currently operate, could increase our compliance
costs, expose us to litigation risk or otherwise have a material adverse effect on us.
We face the risk of litigation resulting from calls and text messages in violation of the TCPA. Contacting current and
prospective customers in connection with delinquent accounts and marketing efforts are parts of our business. The TCPA
restricts certain calling and the use of automated SMS text messages without proper consent. This has resulted and may in the
future result in civil claims against us. The scope and interpretation of the TCPA applicable to calling and texting are
continuously evolving and developing, and there are differing interpretations of the TCPA among the jurisdictions in which we
operate. In some cases, violations of the TCPA may be enforced by individual customers through class actions, and statutory
penalties for TCPA violations range from $500 to $1,500 per violation. If we do not comply with the TCPA or if we become
liable under the TCPA, we could face direct liability and our business and financial condition could be materially adversely
affected.
A large number of our stores are located in the State of Texas, which subjects us to concentrated regulatory risks. Negative
or unexpected legislative or regulatory changes in Texas could have a material adverse effect on us. In Texas, the Office of the
Consumer Credit Commissioner (“OCCC”) issues the consumer loan licenses that permit us to offer direct consumer loans.
The OCCC also regulates us as a licensee. We currently have 71 retail stores in Texas. If we fail to establish or implement a
proper regulatory infrastructure to comply with Texas’ regulatory requirements, the OCCC could restrict or rescind our
consumer loan licenses. A restriction on or a loss of such licenses issued could have a material adverse effect on our financial
performance and cause reputational harm. Failure on our part to comply with applicable consumer lending laws of the State of
Texas could also expose us to consumer litigation and regulatory enforcement action, possibly resulting in substantial penalties
and claims for damages and, in certain circumstances, may subject us to injunctions, require us to refund finance charges
already paid, forgo finance charges not yet paid under credit accounts, change our credit extension, servicing, collection, and
marketing practices or a combination of the foregoing. Should Texas or the OCCC change laws, regulations or codes related to
consumer loans, or modify past regulatory guidance, our compliance costs and litigation exposure could increase. We believe
that we are in substantial compliance with the applicable consumer credit laws in the State of Texas.
Our inability to maintain our insurance licenses requirements in the states in which we operate and changes in premium
and commission rates on the insurance products we sell could have a material adverse effect on us. We derive a significant
portion of our revenues and operating income from the commissions we earn from the sale of various insurance products of
third-party insurers to our customers. These products include credit insurance, repair service agreements and product
replacement policies. Most states and many local jurisdictions in which we operate require registration and licenses to sell
these products or otherwise conduct our business. These states and local jurisdictions have, in many cases, established criteria
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we must satisfy in order to obtain, maintain and renew these licenses. For example, certain states or other jurisdictions require
us to meet or exceed certain operational, advertising, disclosure, collection and recordkeeping requirements and to maintain a
minimum amount of net worth or equity. From time to time, we are subject to audits in these jurisdictions to ensure we are
satisfying the applicable requirements in order to maintain these necessary licenses. If, for any reason, we are unable to satisfy
these requirements, we might be unable to maintain our insurance licenses in the states and other jurisdictions in which we
operate, we might be subject to various fines and penalties or store closures, or our requests for new or renewed licenses may be
denied, any of which consequences could have a material adverse effect on us. In addition, any material claims or future
material litigation involving our credit insurance agreements, repair service agreements or product replacement policies, or any
decline in the commissions we retain from our sales of these insurance products, may have a material adverse effect on us.
Commissions earned on our credit insurance, repair service agreement or product replacement agreement products could also be
materially adversely affected by changes in statutory premium rates, commission rates, adverse claims experience and other
factors.
General Risk Factors
Stock market volatility may materially adversely affect the market price of our common stock. Our common stock price has
been and is likely to continue to be subject to significant volatility. A variety of factors could cause the price of our common
stock to fluctuate substantially, including:
• General market fluctuations resulting from factors not directly related to our operations or the inherent value of our
common stock;
•
State or federal legislative or regulatory proposals, initiatives, actions or changes that are, or are perceived to be,
adverse to our operations;
• Announcements of developments related to our business or our competitors;
•
Fluctuations in our operating results and the provision for bad debts;
• General conditions in the consumer financial service industry, the domestic or global economy or the domestic or
global credit or capital markets;
• Changes in financial estimates by securities analysts;
• Our failure to meet the expectations of securities analysts or investors;
• Negative commentary regarding us and corresponding short-selling market behavior;
• Adverse developments in our relationships with our customers or vendors;
• Legal proceedings brought against us or our officers and directors; and
• Changes in our senior management team.
Due to the volatility of our stock price, we are and may be in the future the target of securities litigation. Such lawsuits
generally result in the diversion of management’s time and attention away from business operations, which could materially
adversely affect us. In addition, the costs of defense and any damages resulting from such litigation, a ruling against us, or a
settlement of any such litigation could materially adversely affect our financial results.
We may incur property, casualty or other losses not covered by insurance. We maintain a program of insurance coverage for
various types of property, casualty and other risks. The types and amounts of insurance that we obtain vary from time to time,
depending on availability, cost and our decisions with respect to risk retention. The insurance policies are subject to deductibles
and exclusions that result in our retention of a level of risk on a self-insurance basis. Losses not covered by insurance could be
substantial and may increase our expenses, which could harm our results of operations and financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
PROPERTIES.
The number of stores, distribution centers/cross-dock facilities, and corporate offices we operate, together with location and
square footage information, are disclosed in Part I, Item 1., Business, under the caption “Store Operations,” of this Annual
Report on Form 10-K and is incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS.
The information set forth in Part II, Item 8., in Note 12, Contingencies, of the Consolidated Financial Statements of this Annual
Report on Form 10-K is incorporated herein by reference.
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ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information and Holders
As of March 22, 2021, we had approximately 461 common stockholders of record and an estimated 5,965 beneficial owners of
our common stock. The principal market for our common stock is the NASDAQ Global Select Market, where it is traded under
the symbol “CONN.”
Dividends
No cash dividends were declared or paid in fiscal year 2021 or fiscal year 2020. We do not anticipate paying dividends in the
foreseeable future. Any future payment of dividends will be at the discretion of our Board of Directors and will depend upon
our results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors,
including the terms of our indebtedness. Provisions in agreements governing our long-term indebtedness restrict the amount of
dividends that we may pay to our stockholders. See Item 7., Management’s Discussion and Analysis of Financial Condition
and Results of Operations, under the heading “Liquidity and Capital Resources.”
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes information as of January 31, 2021, relating to our equity compensation plans to which grants
of options, restricted stock units or other rights to acquire shares of our common stock may be granted from time to time:
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights (a) (1)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights (b) (2)
Number of
Securities
Remaining
Available for Future
Issuance Under
Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a))
Plan Category:
Equity compensation plans approved by stockholders
Equity compensation plans not approved by stockholders
Total
1,739,640 $
—
1,739,640 $
12.62
—
12.62
3,209,718
—
3,209,718
(1) Inclusive of 720,166 stock options, 749,894 restricted stock units (“RSUs”) and 269,580 performance-based RSUs
(“PSUs”).
(2) The $12.62 is inclusive of the 749,894 shares related to RSUs which only have a service requirement and the 269,580
PSUs that have a service, performance and/or market requirement. Neither the RSUs nor PSUs have an exercise price.
The weighted-average exercise price of the 720,166 outstanding stock options is $30.49.
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Performance Graph
The following graph compares the cumulative total stockholder return on our common stock for the last five fiscal years with
the cumulative total returns of the NASDAQ U.S. Stock Market Index and a customized peer group index comprised of
Restoration Hardware, First Cash, Aaron’s, Rent-A-Center, La-Z-Boy, Sleep Number, Ethan Allen, EZCORP, Haverty Furniture
and Tuesday Morning (the “Peer Group”). The graph assumes an investment of $100 at the close of trading on January 31,
2016, and reinvestment of any dividends. The stock performance shown below is based solely on historical data and is not
necessarily indicative of future performance.
Base Period
January 31,
2016
Value for the Fiscal Years Ended January 31,
2017
2018
2019
2020
2021
Company/Index:
$
Conn’s, Inc.
NASDAQ U.S. Stock Market Index $
$
Peer Group
100.00 $
100.00 $
100.00 $
85.63 $
123.23 $
99.88 $
270.29 $
164.43 $
158.26 $
169.97 $
163.31 $
181.54 $
71.10 $
207.46 $
222.76 $
127.68
298.92
313.25
The information set forth under the heading “Performance Graph” is not deemed to be “soliciting material” or to be “filed” with
the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the graph shall not be
deemed to be incorporated into any of our prior or subsequent filings under the Securities Act of 1933, as amended (“Securities
Act”), or the Exchange Act.
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ITEM 6.
SELECTED FINANCIAL DATA.
The following table sets forth selected historical financial information and should be read in conjunction with Management’s
Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and
related notes included elsewhere in this Annual Report on Form 10-K. Historical data is not necessarily indicative of our future
results of operations or financial condition. Refer to Part 1, Item 1A., Risk Factors, included in this Annual Report on Form 10-
K. We have derived the selected statement of operations and balance sheet data as of and for each of the years ended
January 31, 2021, 2020, 2019, 2018 and 2017 from our audited consolidated financial statements.
(dollars in thousands, except per share amounts)
Statement of Operations Data:
2021
As of and for the Year Ended January 31,
2019
2020
2018
2017
Revenues:
Total net sales
Finance charges and other revenues
Total revenues
Operating income (1)
Net income (loss) (2)
Earnings (loss) per common share:
Basic
Diluted
Balance Sheet Data:
Working capital
Inventories
Customer accounts receivable portfolio balance
Total assets
Total debt, net
Total stockholders’ equity
Selected Operating Data:
Change in same stores sales (3)
Retail gross margin (4)
Interest income and fee yield
Selling, general and administrative expense as a
percent of total revenues
Provision for bad debts as a percentage of average
outstanding balance (5)
Bad debt charge-offs, net of recoveries, as a
percentage of average outstanding balance
Operating margin
Return on average equity (6)
Percent of retail sales financed in-house, including
down payment received
Weighted-average monthly payment rate (7)
Number of stores:
Beginning of fiscal year
Opened
Closed
End of fiscal year
380,451
321,714
$ 1,064,311 $ 1,163,235 $ 1,194,674 $ 1,191,967 $ 1,314,471
282,377
$ 1,386,025 $ 1,543,686 $ 1,549,813 $ 1,516,031 $ 1,596,848
64,098
$
(25,562)
$
161,255 $
73,849 $
134,519 $
56,004 $
115,068 $
6,463 $
30,614 $
(3,137) $
355,139
324,064
$
$
(0.11) $
(0.11) $
1.85 $
1.82 $
2.33 $
2.28 $
0.21 $
0.20 $
(0.83)
(0.83)
776,826 $
220,034 $
896,596 $
219,756 $
632,307 $
196,463 $
920,292
$
$
164,856
$ 1,233,717 $ 1,602,037 $ 1,589,828 $ 1,527,862 $ 1,556,439
$ 1,755,084 $ 2,168,769 $ 1,884,907 $ 1,900,799 $ 1,941,134
955,331 $ 1,091,012 $ 1,145,242
$
517,790
535,068 $
619,975 $
$
609,569 $ 1,026,140 $
627,180 $
557,155 $
915,906 $
211,894 $
(8.2) %
40.0 %
21.8 %
32.6 %
13.0 %
12.6 %
8.7 %
9.0 %
67.6 %
4.92 %
123
14
—
137
(2.2) %
41.2 %
21.3 %
31.0 %
12.9 %
12.7 %
10.4 %
12.8 %
70.1 %
5.03 %
116
7
—
123
(11.4) %
39.6 %
19.3 %
29.7 %
14.4 %
15.1 %
7.6 %
1.2 %
71.0 %
5.04 %
113
3
—
116
(6.3) %
37.4 %
15.4 %
28.9 %
15.5 %
14.4 %
4.0 %
(4.8) %
72.0 %
4.92 %
103
10
—
113
(12.8) %
37.2 %
21.7 %
34.5 %
14.4 %
16.3 %
2.2 %
(0.5) %
52.1 %
5.41 %
137
9
—
146
37
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(1) Operating income includes the following charges and credits:
101
1,434
1,986
1,868
—
6,478
(in thousands)
Store and facility closure and relocation costs
Legal and professional fees, securities-related
litigation, a legal judgment and other legal
matters
Indirect tax audit reserve
Impairment from disposal
2021
Year Ended January 31,
2019
2018
2020
2017
$
— $
1,933 $
— $
2,381 $
1,089
3,589
—
—
—
—
—
5,100
1,943
—
1,177
2,595
—
Employee severance
Write-off of capitalized software costs
Charges and credits
2,737
—
6,326 $
—
1,209
3,142 $
737
—
7,780 $
1,317
5,861
13,331 $
$
(2) Net income (loss) includes pre-tax loss (gain) from extinguishment of debt for fiscal years 2021, 2020, 2019 and 2018 of
$(0.4) million, $1.1 million, $1.8 million and $3.3 million, respectively.
(3) Change in same store sales is calculated by comparing the reported sales for all stores that were open during both
comparative fiscal years, starting in the first period in which the store has been open for a full quarter. Sales from closed
stores, if any, are removed from each period. Sales from relocated stores have been included in each period as each such
store was relocated within the same general geographic market. Sales from expanded stores have also been included in
each period.
(4) Retail gross margin percentage is defined as total net sales, which includes product sales, repair service agreement
commissions, and service revenues, less cost of goods sold divided by total net sales. The presentation of our retail gross
margin and costs and expenses may not be comparable to other retailers since we include delivery, transportation and
handling costs in cost of goods sold, and we include the cost of merchandising our products in selling, general and
administrative expense (“SG&A”). Other retailers may treat such costs differently.
(5) Amount does not include retail segment provision for bad debts.
(6) Return on average equity is calculated as net income (loss) divided by the average of the beginning and ending equity.
(7) Represents the weighted-average of monthly gross cash collections received on the credit portfolio as a percentage of the
average monthly beginning portfolio balance for each period.
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Table of Contents
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Overview
We continue to monitor the evolving nature of COVID-19 and respond to its impact on our business. We have experienced and
continue to experience challenges related to the pandemic. These challenges have increased the complexity of our business and
impacted our supply chain and sales for fiscal year 2021 and we expect it to continue into fiscal year 2022. Increased
complexity, supply chain issues and reduced sales will likely continue until the effects of COVID-19 diminish. The full impact
of COVID-19 remains uncertain and will depend on future developments, including the duration and spread of the pandemic
and related actions taken by federal, state and local government officials to prevent and manage disease spread, all of which are
uncertain and unpredictable.
This section provides a discussion of our historical financial condition, cash flows and results of operations for the periods
indicated herein. We encourage you to read this Management’s Discussion and Analysis of Financial Condition and Results of
Operations in conjunction with the consolidated financial statements and related notes included herein and the discussion in
Item 1. Business of this annual report on Form 10-K. This discussion contains forward-looking statements that involve
numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including those
factors discussed in Item 1A. Risk Factors and Part I Forward-Looking Statements that could cause actual results to differ
materially from the results described or implied by such forward-looking statements.
Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year ends.
Executive Summary
Total revenues were $1.39 billion for fiscal year 2021 compared to $1.54 billion for fiscal year 2020, a decrease of $157.7
million or 10.2%. Retail revenues were $1.07 billion for fiscal year 2021 compared to $1.16 billion for fiscal year 2020, a
decrease of $98.9 million or 8.5%. The decrease in retail revenue was primarily driven by a decrease in same store sales of
12.8% and a decrease in RSA commissions, partially offset by new store sales growth. The decrease in same store sales reflects
proactive tightening of underwriting standards, reductions in store hours, state mandated stay-at-home orders and industry wide
supply chain disruptions in certain product categories, each of which was the result of the COVID-19 pandemic. Credit
revenues were $320.9 million for the fiscal year 2021 compared to $379.6 million for fiscal year 2020, a decrease of $58.7
million or 15.5%. The decrease in credit revenue was primarily due to a decrease of 11.0% in the average outstanding balance
of the customer accounts receivable portfolio, a decrease in insurance commissions due to a decline in the balance of sale of our
in-house credit financing and a decrease in insurance retrospective income. The yield rate for the year ended January 31, 2021
was 21.7% compared to 21.8% for the year ended January 31, 2020.
Retail gross margin for fiscal year 2021 was 37.2%, a decrease of 280 basis points from the 40.0% reported in fiscal year 2020.
The year-over-year decrease in retail gross margin was primarily driven by the impact of fixed logistics costs on lower sales, a
decrease in RSA commissions and retrospective income and a shift in sales from higher margin products to lower margin
products.
SG&A for fiscal year 2021 was $478.8 million compared to $503.0 million for fiscal year 2020, a decrease of $24.2 million, or
4.8%, over the prior year. The SG&A decrease in the retail segment was primarily due to a decrease in advertising, labor and
general operating costs partially offset by an increase in occupancy costs and corporate overhead allocation. The SG&A
decrease in the credit segment was primarily due to a decrease in labor costs and third-party legal expenses partially offset by
an increase in corporate overhead allocation. The increase in the corporate overhead allocation made to each of the segments
was driven by an increase in employee incentive compensation costs.
Provision for bad debts was $202.0 million for fiscal year 2021 compared to $205.2 million in fiscal year 2020, a decrease of
$3.2 million, or 1.6%. The decrease was driven by a decrease in the allowance for bad debts during the year ended January 31,
2021 compared to an increase during the year ended January 31, 2020, partially offset by an increase in net charge-offs of
$28.0 million. The decrease in the allowance for bad debts was primarily driven by the year-over-year decrease in the customer
accounts receivable portfolio partially offset by a $42.5 million increase driven by an increase in forecasted unemployment
rates stemming from the COVID-19 pandemic and the impact of COVID-19 on portfolio performance related to accounts that
received a COVID-19 deferral.
Interest expense decreased to $50.4 million for fiscal year 2021 compared to $59.1 million for fiscal year 2020, a decrease of
$8.7 million, or 14.7%. The decrease was driven by a lower weighted average cost of borrowing and a lower average
outstanding balance of debt.
Net loss for fiscal year 2021 was $3.1 million, or $0.11 per diluted share, compared to net income of $56.0 million, or $1.82 per
diluted share, for fiscal year 2020.
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How We Evaluate Our Operations
Senior management focuses on certain key indicators to monitor our performance including:
•
Same store sales - Our management considers same store sales, which consists of both brick and mortar and e-
commerce sales, to be an important indicator of our performance because they are important to our attempts to
leverage our SG&A costs, which include rent and other store expenses, and they have a direct impact on our total net
sales, net income, cash and working capital. Same store sales is calculated by comparing the reported sales for all
stores that were open during both comparative fiscal years, starting in the first period in which the store has been open
for a full quarter. Sales from closed stores, if any, are removed from each period. Sales from relocated stores have
been included in each period as each such store was relocated within the same general geographic market. Sales from
expanded stores have also been included in each period.
• Retail gross margin - Our management views retail gross margin as a key indicator of our performance because it
reflects our pricing power relative to the prices we pay for our products. Retail gross margin is calculated by
comparing retail total net sales to the cost of goods sold.
•
60+ Day Delinquencies - Our management views customer account delinquencies as a key indicator of our
performance because it is a reflection of the quality of our credit portfolio, it drives future credit performance and
credit offerings, and it impacts the interest rates we pay on our asset-backed securitizations. Delinquencies are
measured as the percentage of balances that are 60+ days past due.
• Net Yield - Our management considers yield to be a key performance metric because it drives future credit decisions
and credit offerings and directly impacts our net income. Yield reflects the amount of interest we receive from our
portfolio.
Company Initiatives
In fiscal year 2021, we took decisive actions to respond to the COVID-19 pandemic and focused on supporting our employees,
customers, and communities, while de-risking our business and enhancing our balance sheet. Our financial results demonstrate
the resiliency of our business model, which is supported by the benefits of our home related product focus and the diversity of
our financing options. This allowed us to mitigate credit risk associated with the COVID-19 pandemic, while supporting retail
sales through our third-party partnerships. We delivered the following financial and operational results in fiscal year 2021:
Fiscal Year 2021 Financial Highlights:
• Grew cash and third-party credit sales by 32%, reflecting strong demand for home-related products and our ability to
serve a broader customer segment;
•
•
•
Same store sales declined 12.8% for the fiscal year, primarily due to a nearly 22.9% decline in sales financed by
Conn’s in-house credit because of tighter underwriting associated with the COVID-19 crisis;
Increased e-commerce sales by $13.7 million, or 109.4% during fiscal year 2021, compared to the prior fiscal year
period;
Improved net cash provided by operating activities to $462.1 million for the fiscal year 2021 as compared to $80.1
million for fiscal year 2020;
• Reduced overall debt balance by $416.6 million as compared to January 31, 2020, representing the lowest level in
seven fiscal years;
• Carrying value of customer accounts receivable 60+ days past due at January 31, 2021 24% lower than the prior fiscal
year period; and
• Carrying value of re-aged customer accounts receivable at January 31, 2021 33% lower than the prior fiscal year
period.
Management’s Response to the COVID-19 Pandemic:
We responded to the COVID-19 pandemic by focusing on protecting the health and safety of our customers, employees, and
communities. We made adjustments to respond to national, state and local restrictions on retail sales activities, including some
such restrictions that uniquely affected consumer retail companies with in-person sales and purchases. Despite these
unprecedented challenges, the Company continued to offer, sell and deliver essential home merchandise as consumers also
adjusted to the societal and economic impacts of the pandemic. Throughout fiscal year 2021, the Company successfully
executed the following operational changes in the face of the pandemic:
•
Instituted health and safety measures, including enhanced cleaning in our stores and offices, a mask requirement for
in-store personnel, and social distancing;
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• Kept a majority of stores open while observing local and state emergency declaration restrictions;
• Temporarily increased hourly wages by $2 per hour to support our front-line employees and implemented a work from
home program for our corporate teams;
•
Implemented payment deferral programs to provide relief to credit customers who were economically impacted by
COVID-19; and
• Tightened underwriting standards to control delinquencies and charge-offs, which included reducing originations of
higher risk applicants, selectively increasing down payments and lowering credit limits
Despite the challenges presented by COVID-19 during the fiscal year 2021, we believe we are at an inflection point in our
growth strategy and have identified the following strategic priorities for fiscal year 2022:
•
Increase net income by improving performance across our core operational financial metrics: same store sales, retail
margin, portfolio yield, charge-off rate and interest expense;
• Grow sales by leveraging the best mix of Conn’s in-house financing and our multiple third-party credit options;
•
Increase e-commerce sales by accelerating investments in our digital and e-commerce offerings;
• Continue to refine and enhance our underwriting platform; and
• Open 9 to 11 stores in our current geographic footprint to leverage our existing infrastructure.
Results of Operations
The following tables present certain financial and other information, on a consolidated basis:
Consolidated:
(in thousands)
Revenues:
Total net sales
Finance charges and other revenues
Total revenues
Costs and expenses:
Cost of goods sold
Selling, general and administrative expense
Provision for bad debts
Charges and credits
Total costs and expenses
Operating income
Interest expense
(Gain) loss on extinguishment of debt
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Year Ended January 31,
Change
2021
2020
2019
2021 vs.
2020
2020 vs.
2019
$ 1,064,311 $ 1,163,235 $ 1,194,674 $ (98,924) $ (31,439)
25,312
(6,127)
355,139
380,451
1,386,025 1,543,686 1,549,813
(58,737)
(157,661)
321,714
668,315
478,767
202,003
6,326
697,784
503,024
205,217
3,142
(4,351)
(29,469)
702,135
22,463
(24,257)
480,561
7,135
(3,214)
198,082
(4,638)
3,184
7,780
20,609
(53,756)
1,355,411 1,409,167 1,388,558
(103,905)
161,255
134,519
(26,736)
(3,597)
(8,726)
62,704
59,107
(679)
(1,534)
1,773
1,094
(93,645)
96,778
74,318
(22,460)
(4,615)
(34,504)
22,929
18,314
73,849 $ (59,141) $ (17,845)
56,004 $
30,614
50,381
(440)
(19,327)
(16,190)
(3,137) $
$
Supplementary Operating Segment Information
Operating segments are defined as components of an enterprise that engage in business activities and for which discrete
financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions
about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of
quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-
constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one
another. The retail segment operates primarily through our stores and website and its product offerings include furniture and
mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of
price points. Our credit segment offers affordable financing solutions to a large, under-served population of credit-constrained
consumers who typically have limited credit alternatives. Our operating segments provide customers the opportunity to
comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next
41
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day delivery and installation in the majority of our markets, and product repair service. We believe our large, attractively
merchandised retail stores and credit solutions offer a distinctive value proposition compared to other retailers that target our
core customer demographic. The operating segments follow the same accounting policies used in our consolidated financial
statements.
We evaluate a segment’s performance based upon operating income (loss). SG&A includes the direct expenses of the retail and
credit operations, allocated corporate overhead expenses, and a charge to the credit segment to reimburse the retail segment for
expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment which benefit the
credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment
from the credit segment is calculated using an annual rate of 2.5% multiplied by the average outstanding portfolio balance for
each applicable period.
The following table represents total revenues, costs and expenses, operating income (loss) and income (loss) before taxes
attributable to these operating segments for the periods indicated:
Retail Segment:
(dollars in thousands)
Revenues:
Product sales
Repair service agreement commissions
Service revenues
Total net sales
Finance charges and other
Total revenues
Costs and expenses:
Cost of goods sold
Selling, general and administrative expense (1)
Provision for bad debts
Charges and credits
Total costs and expenses
Operating income
Number of stores:
Beginning of fiscal year
Opened
End of fiscal year
Credit Segment:
(in thousands)
Revenues:
Finance charges and other revenues
Costs and expenses:
Selling, general and administrative expense (1)
Provision for bad debts
Charges and credits
Total costs and expenses
Operating income (loss)
Interest expense
(Gain) loss on extinguishment of debt
Loss before income taxes
Year Ended January 31,
Change
2021
2020
2019
2021 vs.
2020
2020 vs.
2019
78,838
12,442
$ 973,031 $ 1,042,424 $ 1,078,635 $ (69,393) $ (36,211)
5,069
(297)
(31,439)
363
(31,076)
101,928
106,997
14,111
13,814
1,064,311 1,163,235 1,194,674
447
1,065,127 1,164,045 1,195,121
(28,159)
(1,372)
(98,924)
6
(98,918)
810
816
668,315
335,954
443
4,092
697,784
346,108
905
1,933
702,135
(4,351)
328,628
17,480
1,009
(104)
2,980
(1,047)
11,978
1,008,804 1,046,730 1,034,752
$ 56,323 $ 117,315 $ 160,369 $ (60,992) $ (43,054)
(29,469)
(10,154)
(462)
2,159
(37,926)
137
9
146
123
14
137
116
7
123
Year Ended January 31,
Change
2021
2020
2019
2021 vs.
2020
2020 vs.
2019
$ 320,898 $ 379,641 $ 354,692 $ (58,743) $
24,949
142,813
201,560
2,234
346,607
(25,709)
50,381
(440)
156,916
204,312
1,209
362,437
17,204
59,107
1,094
151,933
197,073
4,800
353,806
886
62,704
1,773
(14,103)
(2,752)
1,025
(15,830)
(42,913)
(8,726)
(1,534)
$ (75,650) $ (42,997) $ (63,591) $ (32,653) $
4,983
7,239
(3,591)
8,631
16,318
(3,597)
(679)
20,594
42
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(1) For the years ended January 31, 2021, 2020 and 2019, the amount of overhead allocated to each segment reflected in
SG&A was $32.0 million, $30.0 million and $36.4 million, respectively. For the years ended January 31, 2021, 2020 and
2019, the amount of reimbursement made to the retail segment by the credit segment was $34.8 million, $39.1 million and
$38.1 million, respectively.
Year ended January 31, 2021 compared to the year ended January 31, 2020
Revenues. The following table provides an analysis of retail net sales by product category in each period, including repair
service agreement commissions and service revenues, expressed both in dollar amounts and as a percent of total net sales:
(dollars in thousands)
Furniture and mattress
Home appliance
Consumer electronics
Home office
Other
Product sales
Repair service agreement
commissions (1)
Service revenues
Total net sales
2021
$ 322,770
390,964
172,932
65,405
20,960
973,031
Year Ended January 31,
% of Total
2020
% of Total Change
30.3 % $ 370,931
360,441
36.7
221,449
16.2
73,074
6.1
2.0
16,529
91.3 1,042,424
31.9 % $ (48,161)
30,523
31.0
(48,517)
19.0
(7,669)
6.3
4,431
1.4
(69,393)
89.6
%
Same Store
Change % Change
(17.5) %
3.8
(25.2)
(14.2)
22.6
(10.9)
(13.0) %
8.5
(21.9)
(10.5)
26.8
(6.7)
78,838
12,442
$ 1,064,311
7.4
1.3
106,997
13,814
100.0 % $ 1,163,235
9.2
1.2
(28,159)
(1,372)
100.0 % $ (98,924)
(26.3)
(9.9)
(8.5) %
(26.9)
(12.8) %
(1) The total change in sales of repair service agreement commissions includes retrospective commissions, which are not
reflected in the change in same store sales.
The decrease in product sales for the year ended January 31, 2021 was primarily due to a decrease in same store sales of 12.8%
and a decrease in RSA commissions, partially offset by new store growth. The decrease in same store sales reflects proactive
tightening of underwriting standards, reductions in store hours, state mandated stay-at-home orders and industry wide supply
chain disruptions in certain product categories, each of which was the result of the COVID-19 pandemic.
The following table provides the change of the components of finance charges and other revenues:
(in thousands)
Interest income and fees
Insurance income
Other revenues
Finance charges and other revenues
Year Ended January 31,
2021
303,209 $
17,689
816
321,714 $
2020
341,224 $
38,417
810
380,451 $
Change
(38,015)
(20,728)
6
(58,737)
$
$
The decrease in finance charges and other revenues was primarily due to a decrease of 11.0% in the average outstanding
balance of the customer accounts receivable portfolio, a decrease in insurance commissions due to a decline in the balance of
sale of our in-house credit financing and a decrease in insurance retrospective income. The yield rate for the year ended
January 31, 2021 was 21.7% compared to 21.8% for the year ended January 31, 2020.
The following table provides key portfolio performance information:
(dollars in thousands)
Interest income and fees
Net charge-offs
Interest expense
Net portfolio income
Average outstanding portfolio balance
Interest income and fee yield
Net charge-off %
$
Year Ended January 31,
2020
2021
341,224 $
303,209 $
(196,795)
(227,134)
(59,107)
(50,381)
$
85,322 $
25,694 $
$ 1,395,428 $ 1,567,878 $
21.7 %
16.3 %
21.8 %
12.6 %
Change
(38,015)
(30,339)
8,726
(59,628)
(172,450)
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Table of Contents
Retail Gross Margin
(dollars in thousands)
Retail total net sales
Cost of goods sold
Retail gross margin
Retail gross margin percentage
Year Ended January 31,
2020
2021
$ 1,064,311 $ 1,163,235 $
$
668,315
395,996 $
37.2 %
697,784
465,451 $
40.0 %
Change
(98,924)
(29,469)
(69,455)
The year-over-year decrease in retail gross margin was primarily driven by the impact of fixed logistics costs on lower sales, a
decrease in RSA commissions and retrospective income and a shift in sales from higher margin products to lower margin
products.
Selling, General and Administrative Expense
(dollars in thousands)
Retail segment
Credit segment
Selling, general and administrative expense - Consolidated
Selling, general and administrative expense as a percent of total revenues
Year Ended January 31,
2020
2021
346,108 $
335,954 $
156,916
142,813
503,024 $
478,767 $
32.6 %
34.5 %
$
$
Change
(10,154)
(14,103)
(24,257)
The SG&A decrease in the retail segment was primarily due to a decrease in advertising, labor and general operating costs
partially offset by an increase in occupancy costs and corporate overhead allocation. The SG&A decrease in the credit segment
was primarily due to a decrease in labor costs and third-party legal expenses partially offset by an increase in corporate
overhead allocation. As a percent of average total customer portfolio balance, SG&A for the credit segment for the year ended
January 31, 2021 increased 20 basis points as compared to the year ended January 31, 2020. The increase in the corporate
overhead allocation made to each of the segments was driven by an increase in employee incentive compensation costs.
Provision for Bad Debts
(dollars in thousands)
Retail segment
Credit segment
Provision for bad debts - Consolidated
Year Ended January 31,
2020
2021
Change
$
$
443 $
201,560
202,003 $
905 $
204,312
205,217 $
(462)
(2,752)
(3,214)
Provision for bad debts - Credit segment, as a percent of average
outstanding portfolio balance
14.4 %
13.0 %
The provision for bad debts decreased to $202.0 million for the year ended January 31, 2021 from $205.2 million for the year
ended January 31, 2020, a decrease of $3.2 million. The decrease was driven by a decrease in the allowance for bad debts
during the year ended January 31, 2021 compared to an increase during the year ended January 31, 2020, partially offset by an
increase in net charge-offs of $28.0 million. The decrease in the allowance for bad debts was primarily driven by the year-over-
year decrease in the customer accounts receivable portfolio partially offset by a $42.5 million increase driven by an increase in
forecasted unemployment rates stemming from the COVID-19 pandemic and the impact of COVID-19 on portfolio
performance related to accounts that received a COVID-19 deferral.
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Charges and Credits
(in thousands)
Store and facility closure and relocation costs
Legal and professional fees, securities-related litigation, a legal judgment
and other legal matters
Employee severance
Write-off of capitalized software costs
Year Ended January 31,
2020
2021
Change
— $
1,933 $
(1,933)
3,589
2,737
—
6,326 $
—
—
1,209
3,142 $
3,589
2,737
(1,209)
3,184
$
$
During the year ended January 31, 2021, we recognized $3.6 million in professional fees associated with non-recurring
expenses and $2.7 million in severance costs related to a change in the executive management team. During the year ended
January 31, 2020, we recognized $3.2 million in impairments from the exiting of certain leases upon the relocation of three
distribution centers into one facility. These facility closure costs were offset by a $0.7 million gain from increased sublease
income related to the consolidation of our corporate headquarters and a $0.6 million gain from the sale of a cross-dock. In
addition, we recognized $1.2 million in impairments of software costs for a loan management system that was abandoned
during the third quarter of fiscal year 2020 related to the implementation of a new loan management system.
Interest Expense
Interest expense decreased to $50.4 million for the year ended January 31, 2021 from $59.1 million for the year ended
January 31, 2020, a decrease of $8.7 million. The decrease was driven by a lower weighted average cost of borrowing and a
lower average outstanding balance of debt.
(Gain) loss on Extinguishment of Debt
During the year ended January 31, 2021, we incurred a gain of $0.4 million related to the retirement of $85.8 million aggregate
principal amount of our 7.250% senior notes due 2022 (“Senior Notes”) in connection with a tender offer. During the year
ended January 31, 2020, we wrote-off $1.1 million of debt issuance costs related to an amendment of our revolving credit
facility that effected the resignation of Bank of America, N.A. as agent and lender, and replaced it with JPMorgan Chase Bank,
N.A. as agent.
Provision (benefit) for Income Taxes
(dollars in thousands)
Provision (benefit) for income taxes
Effective tax rate
The decrease in the income tax expense for the year ended January 31, 2021 compared to the year ended January 31, 2020 was
primarily driven by a $93.6 million decrease of pre-tax book income at the statutory rate of 21%. In addition, a benefit of $14.9
million was also recognized for the year ended January 31, 2021 as a result of net operating loss provisions within the CARES
Act that provide for a five year carryback of losses.
Change
Year Ended January 31,
2020
2021
18,314 $
(16,190) $
24.6 %
83.8 %
$
(34,504)
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Year ended January 31, 2020 compared to the year ended January 31, 2019
Revenues. The following table provides an analysis of retail net sales by product category in each period, including RSA
commissions and service revenues, expressed both in dollar amounts and as a percent of total net sales:
Years Ended January 31,
% of Total
2019
% of Total Change
%
Same store
Change % change
(dollars in thousands)
Furniture and mattress
Home appliance
Consumer electronics
Home office
Other
Product sales
Repair service agreement
commissions (1)
Service revenues
Total net sales
2020
$ 370,931
360,441
221,449
73,074
16,529
1,042,424
31.9 % $ 382,975
332,609
31.0
262,088
19.0
86,260
6.3
1.4
14,703
89.6 1,078,635
32.1 % $ (12,044)
27,832
27.8
(40,639)
21.9
(13,186)
7.2
1,826
1.2
(36,211)
90.2
106,997
13,814
$ 1,163,235
9.2
1.2
101,928
14,111
100.0 % $ 1,194,674
8.5
1.3
5,069
(297)
100.0 % $ (31,439)
(3.1) %
8.4
(15.5)
(15.3)
12.4
(3.4)
5.0
(2.1)
(2.6) %
(7.8) %
2.3
(20.4)
(18.4)
4.9
(8.3)
(7.3)
(8.2) %
(1) The total change in sales of repair service agreement commissions includes retrospective commissions, which are not
reflected in the change in same store sales.
The decrease in product sales for the year ended January 31, 2020 was primarily due to a decrease in same store sales of 8.2%,
partially offset by new store growth. The decrease in same store sales was 14.0% in markets impacted by Hurricane Harvey
and 7.1% in markets not impacted by Hurricane Harvey. We believe the decrease in markets impacted by Hurricane Harvey
were impacted by rebuilding efforts during the year ended January 31, 2019. The decrease in same store sales reflects a
combination of significant price deflation for premium large screen televisions and an increase in production by second- and
third-tier manufacturers, which has made cash purchases of large screen televisions more accessible to our core customer,
negatively impacted same store sales during the year ended January 31, 2020. In addition, underwriting adjustments made
during the year ended January 31, 2020 further negatively impacted same store sales.
The following table provides the change of the components of finance charges and other revenues:
(in thousands)
Interest income and fees
Insurance income
Other revenues
Finance charges and other revenues
Year Ended January 31,
2020
341,224 $
38,417
810
380,451 $
2019
325,136 $
29,556
447
355,139 $
$
$
Change
16,088
8,861
363
25,312
The increase in interest income and fees was due to an increase in the yield rate to 21.8% for the year ended January 31, 2020
from 21.3% for the year ended January 31, 2019, an increase of 50 basis points, and by an increase of 2.7% in the average
outstanding balance of the customer accounts receivable portfolio. The increase in the yield rate resulted from the origination
of our higher-yielding direct loan product, which represented approximately 75% of our fiscal year 2020 originations. In
addition, insurance income contributed to an increase in credit revenue over the prior year period primarily due to an increase in
insurance retrospective income for the year ended January 31, 2020.
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The following table provides key portfolio performance information:
(dollars in thousands)
Interest income and fees
Net charge-offs
Interest expense
Net portfolio loss
Average outstanding portfolio balance
Interest income and fee yield
Net charge-off %
Retail Gross Margin
(dollars in thousands)
Retail total net sales
Cost of goods sold
Retail gross margin
$
Year Ended January 31,
2019
2020
341,224 $
325,136 $
(194,017)
(196,795)
(62,704)
(59,107)
$
68,415 $
85,322 $
$ 1,567,878 $ 1,526,728 $
Change
16,088
(2,778)
3,597
16,907
41,150
21.8 %
12.6 %
21.3 %
12.7 %
Year Ended January 31,
2019
2020
$ 1,163,235 $ 1,194,674 $
$
697,784
465,451 $
40.0 %
702,135
492,539 $
41.2 %
Change
(31,439)
(4,351)
(27,088)
Retail gross margin percentage
The decrease in retail gross margin was primarily driven by higher margins realized in fiscal year 2019 due to the one-time
benefit of increases in appliance retail pricing related to tariff adjustments and the associated forward purchases of inventory,
coupled with increased logistics costs to help support future growth in fiscal year 2020. The decrease was partially offset by an
increase in retrospective income on our RSAs for the year ended January 31, 2020.
Selling, General and Administrative Expense
(dollars in thousands)
Retail segment
Credit segment
Selling, general and administrative expense - Consolidated
Selling, general and administrative expense as a percent of total revenues
Year Ended January 31,
2019
2020
328,628 $
346,108 $
151,933
156,916
480,561 $
503,024 $
31.0 %
32.6 %
$
$
Change
17,480
4,983
22,463
The SG&A increase in the retail segment was primarily due to an increase in new store occupancy costs, compensation costs
and advertising expense, partially offset by a decrease in the corporate overhead allocation. The SG&A increase in the credit
segment was primarily due to an increase in general operational expenses and third-party legal expenses related to collection
efforts on charged off accounts. As a percent of average total customer portfolio balance, SG&A for the credit segment for the
year ended January 31, 2020 remained flat at 10.0% as compared to the year ended January 31, 2019. The decrease in the
corporate overhead allocation made to each of the segments was driven by a decrease in employee incentive compensation
costs.
Provision for Bad Debts
(dollars in thousands)
Retail segment
Credit segment
Provision for bad debts - Consolidated
Provision for bad debts - Credit segment, as a percent of average
outstanding portfolio balance
Year Ended January 31,
2019
2020
Change
$
$
905 $
204,312
205,217 $
1,009 $
197,073
198,082 $
(104)
7,239
7,135
13.0 %
12.9 %
The provision for bad debts increased to $205.2 million for the year ended January 31, 2020 from $198.1 million for the year
ended January 31, 2019, an increase of $7.1 million. The increase was driven by a greater increase in the allowance for bad
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debts during the year ended January 31, 2020 compared to the year ended January 31, 2019, and by a year-over-year increase in
net charge-offs of $2.8 million. The increase in the allowance for bad debts for the year ended January 31, 2020 was primarily
driven by a year-over-year increase in the incurred loss rate, first payment default and delinquency rates compared to the year
ended January 31, 2019, partially offset by an increase in customer recovery rate.
Charges and Credits
(in thousands)
Store and facility closure and relocation costs
Legal and professional fees and related reserves associated with the
exploration of strategic alternatives, securities-related litigation and other
legal matters
Indirect tax audit reserve
Employee severance
Write-off of capitalized software costs
Year Ended January 31,
2019
2020
Change
$
1,933 $
— $
1,933
—
—
—
1,209
3,142 $
5,100
1,943
737
—
7,780 $
(5,100)
(1,943)
(737)
1,209
(4,638)
$
During the year ended January 31, 2020, we recognized $3.2 million in impairments from the exiting of certain leases upon the
relocation of three distribution centers into one facility. These facility closure costs were offset by a $0.7 million gain from
increased sublease income related to the consolidation of our corporate headquarters and a $0.6 million gain from the sale of a
cross-dock. In addition, we recognized $1.2 million in impairments of software costs for a loan management system that was
abandoned during the third quarter of fiscal year 2020 related to the implementation of a new loan management system. During
the year ended January 31, 2019, we recorded a contingency reserve related to a regulatory matter, a charge related to an
increase in our indirect tax audit reserve, severance costs related to a change in the executive management team and costs
related to a judgment in favor of TF LoanCo (“TFL”) requiring Conn’s to pay approximately $4.8 million to TFL related to a
breach of contract lawsuit brought by the Company.
Interest Expense
Interest expense decreased to $59.1 million for the year ended January 31, 2020 from $62.7 million for the year ended January
31, 2019, a decrease of $3.6 million. The decrease was driven by a lower weighted average cost of borrowing and a lower
average outstanding balance of debt.
Loss on Extinguishment of Debt
During the year ended January 31, 2020, we wrote-off $1.1 million of debt issuance costs related to an amendment of our
revolving credit facility that effected the resignation of Bank of America, N.A. as agent and lender, and replaced it with
JPMorgan Chase Bank, N.A. as agent. During the year ended January 31, 2019, we recorded a $1.8 million loss on
extinguishment of debt primarily related to the early retirement of our Series 2016-B Class B Notes (the “2016-B Redeemed
Notes”) and the Series 2017-A Class B and Class C Notes (the “2017-A Redeemed Notes”).
Provision (benefit) for Income Taxes
(dollars in thousands)
Provision for income taxes
Effective tax rate
Year Ended January 31,
2019
2020
22,929 $
18,314 $
23.7 %
24.6 %
$
Change
(4,615)
The decrease in the income tax expense for the year ended January 31, 2020 compared to the year ended January 31, 2019 was
primarily driven by a $22.5 million decrease of pre-tax book income.
Impact of Inflation and Changing Prices
We do not believe that inflation has had a material effect on our net sales or results of operations. However, significant
increases in oil and gasoline prices could adversely affect our customers’ shopping decisions and payment patterns. We rely
heavily on our distribution system and our next day delivery policy to satisfy our customers’ needs and desires, and increases in
oil and gasoline prices could result in increased distribution costs and delivery charges. If we are unable to effectively pass
increased transportation costs on to the consumer, either by increased delivery costs or higher prices, such costs could adversely
affect our results of operations. Conversely, significant decreases in oil and gasoline prices could negatively impact certain
local economies in regions in which we have stores, impacting our customer’s employment or income, which could adversely
affect our sales and collection of customer receivables. In addition, the cost of items we purchase may increase or shortages of
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these items may arise as a result of changes in trade regulations, currency fluctuations, border taxes, import tariffs, or other
factors beyond our control. Throughout 2018, 2019, and 2020 the U.S. imposed tariffs on imports from several countries,
including China. It is unclear if, or to what extent, those tariffs will remain under the newly elected President and Congress.
While many of the products that we sell are manufactured in foreign jurisdictions, including China, such tariffs have had a
minimal impact on our business to date.
Seasonality
Our business is seasonal which typically means that a higher portion of sales and operating profit are realized during the fourth
quarter due primarily to the holiday selling season. In addition, during the first quarter, our portfolio performance benefits from
the timing of personal income tax refunds received by our customers, which typically results in higher cash collection rates.
Quarterly Results of Operations
Our quarterly results may fluctuate materially depending on factors such as the following:
•
•
•
•
•
•
•
•
•
timing of new product introductions, new store openings and store relocations;
sales contributed by new stores;
changes in our merchandise mix;
increases or decreases in comparable store sales;
changes in delinquency rates and amount of charge-offs with respect to customer accounts receivable;
the pace of growth or decline in the customer accounts receivable balance;
adverse weather conditions;
shifts in the timing of certain holidays and promotions; and
charges incurred in connection with store closures or other non-routine events.
Results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for a full fiscal
year.
Customer Accounts Receivable Portfolio
We provide in-house financing to individual consumers on a short- and medium-term basis (contractual terms generally range
from 12 to 36 months) for the purchase of durable products for the home. A significant portion of our customer credit portfolio
is due from customers that are considered higher-risk, subprime borrowers. Our financing is executed using contracts that
require fixed monthly payments over fixed terms. We maintain a secured interest in the product financed. If a payment is
delayed, missed or paid only in part, the account becomes delinquent. Our collection personnel attempt to contact a customer
once their account becomes delinquent. Our loan contracts generally reflect an interest rate of between 18% and 36%. We have
implemented our direct consumer loan program across all Texas, Louisiana, Tennessee and Oklahoma locations. The states of
Texas, Louisiana, Tennessee and Oklahoma represent approximately 74% of our fiscal year 2021 originations, with maximum
equivalent interest rates of up to 27% in Oklahoma, up to 30% in Texas and Tennessee, and up to 36% in Louisiana. In states
where regulations do not generally limit the interest rate charged, our loan contracts generally reflect an interest rate
between 29.99% and 35.99%. These states represented 12.7% of our fiscal year 2021 originations.
We offer qualified customers a 12-month no-interest option finance program. If the customer is delinquent in making a
scheduled monthly payment or does not repay the principal in full by the end of the no-interest option program period (grace
periods are provided), the account does not qualify for the no-interest provision and none of the interest earned is waived.
We regularly extend or “re-age” a portion of our delinquent customer accounts as a part of our normal collection procedures to
protect our investment. Generally, extensions are granted to customers who have experienced a financial difficulty (such as the
temporary loss of employment), which is subsequently resolved, and when the customer indicates a willingness and ability to
resume making monthly payments. These re-ages involve modifying the payment terms to defer a portion of the cash payments
currently required of the debtor to help the debtor improve his or her financial condition and eventually be able to pay the
account balance. Our re-aging of customer accounts does not change the interest rate or the total principal amount due from the
customer and typically does not reduce the monthly contractual payments. We may also charge the customer an extension fee,
which approximates the interest owed for the time period the contract was past due. Our re-age programs consist of extensions
and two payment updates, which include unilateral extensions to customers who make two full payments in three calendar
months in certain states. During the second quarter of fiscal year 2021, we changed our re-age policy to increase the number of
days required for a customer to qualify for a unilateral re-age. Re-ages are not granted to debtors who demonstrate a lack of
intent or ability to service the obligation or have reached our limits for account re-aging. To a much lesser extent, we may
provide the customer the ability to re-age their obligation by refinancing the account, which typically does not change the
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interest rate or the total principal amount due from the customer but does reduce the monthly contractual payments and extends
the term. Under these options, as with extensions, the customer must resolve the reason for delinquency and show a willingness
and ability to resume making contractual monthly payments.
On March 27, 2020 the CARES Act was signed into law to address the economic impact of the COVID-19 pandemic. Under
the CARES Act, modifications deemed to be COVID-19 related are not considered a TDR if the loan was current (not more
than 30 days past due as of March 31, 2020) and the deferral was executed between April 1, 2020 and the earlier of 60 days
after the termination of the COVID-19 national emergency or December 31, 2020. In response to the CARES Act, the
Company implemented short-term deferral programs for our customers. The carrying value of the customer receivables on
accounts which were current prior to receiving a COVID-19 related deferment was $65.2 million as of January 31, 2021. All
COVID-19 specific deferral programs ended during the third quarter of fiscal year 2021.
The following tables present, for comparison purposes, information about our managed portfolio (information reflects on a
combined basis the securitized receivables transferred to the VIEs and receivables not transferred to the VIEs):
Weighted average credit score of outstanding balances (1)
Average outstanding customer balance
Balances 60+ days past due as a percentage of total customer portfolio carrying
value (2)(3)
Re-aged balance as a percentage of total customer portfolio carrying value (2)(3)
Carrying value of account balances re-aged more than six months (in thousands)
(3)
Allowance for bad debts and uncollectible interest as a percentage of total
customer accounts receivable portfolio balance (4)
Percent of total customer accounts receivable portfolio balance represented by no-
interest option receivables
2021
January 31,
2020
2019
600
2,463 $
591
2,734 $
593
2,677
$
12.4 %
25.9 %
9.5 %
25.7 %
$ 92,883 $ 112,410 $ 94,404
12.5 %
29.4 %
24.2 %
20.5 %
14.6 %
17.7 %
13.5 %
22.9 %
Total applications processed
Weighted average origination credit score of sales financed (1)
Percent of total applications approved and utilized
Average income of credit customer at origination
Percent of retail sales paid for by:
In-house financing, including down payments received
Third-party financing
Third-party lease-to-own option
Year Ended January 31,
2020
2019
2021
1,251,002
615
21.5 %
47,100 $
1,235,712
608
27.0 %
45,800 $
1,221,262
609
29.6 %
44,800
$
52.1 %
20.4 %
8.5 %
81.0 %
67.6 %
17.8 %
7.0 %
92.4 %
70.1 %
15.7 %
7.5 %
93.3 %
(1) Credit scores exclude non-scored accounts.
(2) Accounts that become delinquent after being re-aged are included in both the delinquency and re-aged amounts.
(3) Carrying value reflects the total customer accounts receivable portfolio balance, net of deferred fees and origination costs,
the allowance for no-interest option credit programs and the allowance for uncollectible interest.
(4) For the period ended January 31, 2021, the allowance for bad debts and uncollectible interest is based on the current
expected credit loss methodology required under ASC 326. For the period ended January 31, 2020, the allowance for bad
debts and uncollectible interest is based on the incurred loss methodology.
Our customer portfolio balance and related allowance for uncollectible accounts are segregated between customer accounts
receivable and restructured accounts. Customer accounts receivable include all accounts for which payment term has not been
cumulatively extended over three months or refinanced. Restructured accounts includes all accounts for which payment term
has been re-aged in excess of three months or refinanced.
For customer accounts receivable (excluding restructured accounts), the allowance for uncollectible accounts as a percentage of
the total customer accounts receivable portfolio balance increased to 21.0% as of January 31, 2021 from 10.5% as of
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January 31, 2020. The increase in our allowance for uncollectible accounts was primarily related to the implementation of
CECL during the first quarter of fiscal year 2021, which transitioned our allowance from an incurred loss reserve to a lifetime
reserve, and an increase in our economic adjustment related to the COVID-19 pandemic.
The percentage of the carrying value of non-restructured accounts greater than 60 days past due decreased 80 basis points over
the prior year period to 8.9% as of January 31, 2021 from 9.7% as of January 31, 2020.
For restructured accounts, the allowance for uncollectible accounts as a percentage of the portfolio balance was 41.6% as of
January 31, 2021 as compared to 40.0% as of January 31, 2020. This 160 basis point increase reflects the impact of higher
restructured account delinquencies.
The percent of bad debt charge-offs, net of recoveries, to average outstanding portfolio balance was 16.3% for fiscal year 2021
compared to 12.6% for fiscal year 2020. The increase was driven by a decrease in the average portfolio balance and an increase
in bad debt charge-offs, net of recoveries. Bad debt charge-offs, net of recoveries, increased primarily due to an increase in new
customer mix and the impact of difficulties in collection efforts related to the implementation of our new loan management
system during the fourth quarter of fiscal year 2020.
As of January 31, 2021 and 2020, balances under no-interest programs included within customer receivables were $252.8
million and $283.2 million, respectively.
Liquidity and Capital Resources
We require liquidity and capital resources to finance our operations and future growth as we add new stores to our operations,
which in turn requires additional working capital for increased customer receivables and inventory. We generally finance our
operations through a combination of cash flow generated from operations, the use of our Revolving Credit Facility, and through
periodic securitizations of originated customer receivables. We plan to execute periodic securitizations of future originated
customer receivables.
We believe, based on our current projections, that we have sufficient sources of liquidity to fund our operations, store expansion
and renovation activities, and capital expenditures for at least the next 12 months.
Operating cash flows. For the year ended January 31, 2021, net cash provided by operating activities was $462.1 million
compared to $80.1 million for the year ended January 31, 2020. The increase in net cash provided by operating activities was
primarily driven by a decrease in receivables resulting from both an increase in collections on customer accounts and a decrease
in loan originations, a decrease in inventory driven by industry wide supply chain disruptions in certain product categories and
the general timing of payments. These increases were partially offset by a decrease in net income when adjusted for non-cash
activity.
For the year ended January 31, 2020, net cash provided by operating activities was $80.1 million compared to $151.8
million for the year ended January 31, 2019. The decrease in net cash provided by operating activities was primarily driven by
a decrease in cash provided by working capital, primarily due to general timing of payments and a decrease in accrued
compensation, the collection of an income tax refund of $34.5 million during fiscal year 2019 and a decrease in net income
when adjusted for non-cash activity.
Investing cash flows. For the year ended January 31, 2021, net cash used in investing activities was $55.9 million compared to
$56.8 million for the year ended January 31, 2020. The cash used during the year ended January 31, 2021 was primarily for
investments in new stores, two new distribution centers and technology investments. The cash used during the year ended
January 31, 2020 was primarily for investments in new stores, renovations and expansions of select existing stores and a new
distribution center.
For the year ended January 31, 2020, net cash used in investing activities was $56.8 million compared to $32.8 million for the
year ended January 31, 2019. The increase was primarily the result of higher capital expenditures due to investments in new
stores, renovations and expansions of select existing stores and a new distribution center.
Financing cash flows. For the year ended January 31, 2021, net cash used in financing activities was $426.8 million compared
to net cash used in financing activities of $7.3 million for the year ended January 31, 2020 and net cash used in financing
activities of $150.2 million for the year ended January 31, 2019. During the year ended January 31, 2021, we issued 2020-A
VIE asset backed notes resulting in net proceeds to us of approximately $238.5 million, net of transaction costs. The proceeds
from the 2020-A VIE asset-backed notes were used to pay down the balance of the Company’s Revolving Credit Facility
outstanding at the time of issuance and for other general corporate purposes. Cash collections from the securitized receivables
were used to make payments on the asset-backed notes of approximately $599.1 million during the year ended January 31, 2021
compared to approximately $559.1 million in the comparable prior year period. During the year ended January 31, 2021, net
borrowings under our Revolving Credit Facility were $22.9 million compared to net payments of $239.6 million during the year
ended January 31, 2020. During the year ended January 31, 2021, we retired $85.8 million aggregate principal amount of our
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Senior Notes in connection with a tender offer, resulting in a payment on extinguishment of debt of $84.3 million, net of
transaction costs paid.
During the year ended January 31, 2020, we issued 2019-A VIE and 2019-B VIE asset-backed notes resulting in net proceeds to
us of approximately $862.0 million, net of transaction costs and restricted cash held by the Issuer, which were used to pay down
the balance of the Company’s Revolving Credit Facility outstanding at the time of issuance and for other general corporate
purposes. During the year ended January 31, 2019, the issuance of asset-backed notes resulted in net proceeds to us of
approximately $355.7 million, net of transaction costs and restricted cash held by the Issuer, which were used to repay
indebtedness under the Company’s asset-based credit facility and for other general corporate purposes.
Share Repurchase Program. On May 30, 2019, we entered into a stock repurchase program pursuant to which we had the
authorization to repurchase up to $75.0 million of our outstanding common stock. The stock repurchase program expired on
May 30, 2020. No shares were repurchased during the year ended January 31, 2021. For the year ended January 31, 2020, we
repurchased 3,485,441 shares of our common stock at an average weighted cost per share of $19.02 for an aggregate amount of
$66.3 million.
Senior Notes. On July 1, 2014, we issued $250.0 million of the unsecured Senior Notes due July 2022 bearing interest at
7.25%, pursuant to an indenture dated July 1, 2014 (as amended, the “Indenture”), among Conn’s, Inc., its subsidiary guarantors
(the “Guarantors”) and U.S. Bank National Association, as trustee. The effective interest rate of the Senior Notes after giving
effect to the discount and issuance costs is 7.8%.
The Indenture restricts the Company’s and certain of its subsidiaries’ ability to: (i) incur indebtedness; (ii) pay dividends or
make other distributions in respect of, or repurchase or redeem, our capital stock (“restricted payments”); (iii) prepay, redeem or
repurchase debt that is junior in right of payment to the notes; (iv) make loans and certain investments; (v) sell assets; (vi) incur
liens; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of our assets. These
covenants are subject to a number of important exceptions and qualifications. During any time when the Senior Notes are rated
investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default (as
defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we will cease to be
subject to such covenants during such period. As of January 31, 2021, $188.6 million was free from the restricted payments
covenant contained in the Indenture. Events of default under the Indenture include customary events, such as a cross-
acceleration provision in the event that we fail to make payment of other indebtedness prior to the expiration of any applicable
grace period or upon acceleration of indebtedness prior to its stated maturity date in an amount exceeding $25.0 million, as well
as in the event a judgment is entered against us in excess of $25.0 million that is not discharged, bonded or insured.
On December 28, 2020, the Company retired $85.8 million aggregate principal amount of its Senior Notes in connection with a
tender offer.
Asset-backed Notes. From time to time, we securitize customer accounts receivables by transferring the receivables to various
bankruptcy-remote VIEs. In turn, the VIEs issue asset-backed notes secured by the transferred customer accounts receivables
and restricted cash held by the VIEs.
Under the terms of the securitization transactions, all cash collections and other cash proceeds of the customer receivables go
first to the servicer and the holders of issued notes, and then to us as the holder of non-issued notes, if any, and residual equity.
We retain the servicing of the securitized portfolios and receive a monthly fee of 4.75% (annualized) based on the outstanding
balance of the securitized receivables. In addition, we, rather than the VIEs, retain all credit insurance income together with
certain recoveries related to credit insurance and repair service agreements on charge-offs of the securitized receivables, which
are reflected as a reduction to net charge-offs on a consolidated basis.
The asset-backed notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration
provided by Rule 144A under the Securities Act. If an event of default were to occur under the indenture that governs the
respective asset-backed notes, the payment of the outstanding amounts may be accelerated, in which event the cash proceeds of
the receivables that otherwise might be released to the residual equity holder would instead be directed entirely toward
repayment of the asset-backed notes, or if the receivables are liquidated, all liquidation proceeds could be directed solely to
repayment of the asset-backed notes as governed by the respective terms of the asset-backed notes. The holders of the asset-
backed notes have no recourse to assets outside of the VIEs. Events of default include, but are not limited to, failure to make
required payments on the asset-backed notes or specified bankruptcy-related events.
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The asset-backed notes outstanding as of January 31, 2020 consisted of the following:
(dollars in thousands)
Asset-Backed Notes
2019-A Class A Notes
2019-A Class B Notes
2019-A Class C Notes
2019-B Class A Notes
2019-B Class B Notes
2019-B Class C Notes
2020-A Class A Notes
2020-A Class B Notes
Total
Original
Principal
Amount
Original
Net
Proceeds (1)
Current
Principal
Amount
Issuance
Date
Maturity
Date
$ 254,530 $ 253,026 $ 19,521 4/24/2019 10/16/2023
25,069 4/24/2019 10/16/2023
24,202 4/24/2019 10/16/2023
17,860 11/26/2019 6/17/2024
85,540 11/26/2019 6/17/2024
83,270 11/26/2019 6/17/2024
93,326 10/16/2020 6/16/2025
65,200 10/16/2020 6/16/2025
64,750
62,510
317,150
85,540
83,270
174,900
65,200
64,276
61,898
315,417
84,916
82,456
173,716
64,754
Contractual
Interest
Rate
3.40%
4.36%
5.29%
2.66%
3.62%
4.60%
1.71%
4.27%
Effective
Interest
Rate (2)
4.43%
4.84%
5.74%
4.32%
4.16%
4.96%
4.08%
5.12%
$ 1,107,850 $ 1,100,459 $ 413,988
(1) After giving effect to debt issuance costs.
(2) For the year ended January 31, 2021, and inclusive of the impact of changes in timing of actual and expected cash flows.
On October 16, 2020, the Company completed the issuance and sale of $240.1 million aggregate principal amount of asset-
backed notes secured by the transferred customer accounts receivables and restricted cash held by a consolidated VIE, which
resulted in net proceeds to us of $238.5 million, net of debt issuance costs. Net proceeds from the offering were used to repay
indebtedness under the Company’s Revolving Credit Facility, as defined below, and for other general corporate purposes. The
asset-backed notes mature on June 16, 2025 and consist of $174.9 million of 1.71% Asset Backed Fixed Rate Notes, Class A,
Series 2020-A and $65.2 million of 4.27% Asset Backed Fixed Rate Notes, Class B, Series 2020-A. Additionally, the Company
issued $62.9 million in aggregate principal amount of 7.10% Asset Backed Fixed Rate Notes, Class C, Series 2020-A which
mature on June 16, 2025. The interest rate on the Class C, Series 2020-A Notes was reduced to 4.20% in connection with a sale
of such notes on February 24, 2021. See Note 17. Subsequent Events, for details.
Revolving Credit Facility. On May 23, 2018, Conn’s, Inc. and certain of its subsidiaries (the “Borrowers”) entered into the
Fourth Amended and Restated Loan and Security Agreement (the “Fourth Amendment”), dated as of October 30, 2015, with
certain lenders, which provides for a $650.0 million asset-based revolving credit facility (as amended, the “Revolving Credit
Facility”) under which credit availability is subject to a borrowing base and a maturity date of May 23, 2022.
The Revolving Credit Facility provides funding based on a borrowing base calculation that includes customer accounts
receivable and inventory, and provides for a $40.0 million sub-facility for letters of credit to support obligations incurred in the
ordinary course of business. The obligations under the Revolving Credit Facility are secured by substantially all assets of the
Company, excluding the assets of the VIEs. As of January 31, 2021, we had immediately available borrowing capacity of
$336.0 million under our Revolving Credit Facility, net of standby letters of credit issued of $22.5 million. We also had $239.5
million that may become available under our Revolving Credit Facility if we grow the balance of eligible customer receivables
and total eligible inventory balances.
On June 5, 2020 we entered into the Third Amendment to our Revolving Credit Facility (the “Third Amendment”). Under the
Third Amendment, loans under the Revolving Credit Facility bear interest, at our option, at a rate of LIBOR plus a margin
ranging from 3.00% to 3.75% per annum (depending on a pricing grid determined by our total leverage ratio) or the alternate
base rate plus a margin ranging from 2.00% to 2.75% per annum (depending on a pricing grid determined by our total leverage
ratio). The alternate base rate is a rate per annum equal to the greatest of the prime rate, the federal funds effective rate plus
0.5%, or LIBOR for a 30-day interest period plus 1.0%. We also pay an unused fee on the portion of the commitments that is
available for future borrowings or letters of credit at a rate ranging from 0.25% to 0.50% per annum, depending on the average
outstanding balance and letters of credit of the Revolving Credit Facility in the immediately preceding quarter. The weighted-
average interest rate on borrowings outstanding and including unused line fees under the Revolving Credit Facility was 5.9%
for the year ended January 31, 2021.
The Revolving Credit Facility places restrictions on our ability to incur additional indebtedness, grant liens on assets, make
distributions on equity interests, dispose of assets, make loans, pay other indebtedness, engage in mergers, and other matters.
The Revolving Credit Facility restricts our ability to make dividends and distributions unless no event of default exists and a
liquidity test is satisfied. Subsidiaries of the Company may pay dividends and make distributions to the Company and other
obligors under the Revolving Credit Facility without restriction. As of January 31, 2021, we were restricted from making
distributions, including repayments of the Senior Notes or other distributions, in excess of $240.1 million as a result of the
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Revolving Credit Facility distribution restrictions. The Revolving Credit Facility contains customary default provisions, which,
if triggered, could result in acceleration of all amounts outstanding under the Revolving Credit Facility.
Debt Covenants. We were in compliance with our debt covenants at January 31, 2021. A summary of the significant financial
covenants that govern our Revolving Credit Facility compared to our actual compliance status at January 31, 2021 is presented
below:
Interest Coverage Ratio for the quarter must equal or exceed minimum
Interest Coverage Ratio for the trailing two quarters must equal or exceed minimum
Leverage Ratio must not exceed maximum
ABS Excluded Leverage Ratio must not exceed maximum
Capital Expenditures, net, must not exceed maximum
Actual
5.05:1.00
4.53:1.00
1.61:1.00
0.95:1.00
Required
Minimum/
Maximum
1.00:1.00
1.50:1.00
4.50:1.00
2.50:1.00
$34.7 million $100.0 million
All capitalized terms in the above table are defined by the Revolving Credit Facility and may or may not agree directly to the
financial statement captions in this document. The covenants are calculated quarterly, except for capital expenditures, which is
calculated for a period of four consecutive fiscal quarters, as of the end of each fiscal quarter.
Capital Expenditures. We lease the majority of our stores under operating leases, and our plans for future store locations
anticipate operating leases, but do not exclude store ownership. Our capital expenditures for future new store projects should
primarily be for our tenant improvements to the property leased (including any new distribution centers and cross-dock
facilities), the cost of which is estimated to be between $1.6 million and $2.5 million per store (before tenant improvement
allowances), and for our existing store remodels, estimated to range between $0.7 million and $1.2 million per store remodel
(before tenant improvement allowances), depending on store size. In the event we purchase existing properties, our capital
expenditures will depend on the particular property and whether it is improved when purchased. We are continuously
reviewing new relationships and funding sources and alternatives for new stores, which may include “sale-leaseback” or direct
“purchase-lease” programs, as well as other funding sources for our purchase and construction of those projects. If we do not
purchase the real property for new stores, our direct cash needs should include only our capital expenditures for tenant
improvements to leased properties and our remodel programs for existing stores. We opened 9 new stores during fiscal year
2021, and currently plan to open 9 to 11 new stores during fiscal year 2022. Additionally, we plan to renovate several of our
showrooms during fiscal year 2022. Our anticipated capital expenditures for fiscal year 2022 are between $35.0 and $45.0
million.
Cash Flow. We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of
inventory levels, expansion plans, debt service requirements and other operating cash needs. To meet our short- and long-term
liquidity requirements, including payment of operating expenses, funding of capital expenditures and repayment of debt, we
rely primarily on cash from operations. As of January 31, 2021, beyond cash generated from operations we had (i) immediately
available borrowing capacity of $336.0 million under our Revolving Credit Facility and (ii) $9.7 million of cash on hand.
However, we have, in the past, sought to raise additional capital.
We expect that, for the next 12 months, cash generated from operations, proceeds from potential accounts receivable
securitizations and our Revolving Credit Facility will be sufficient to provide us the ability to fund our operations, provide the
increased working capital necessary to support our strategy and fund planned capital expenditures discussed above in Capital
Expenditures.
We may repurchase or otherwise retire our debt and take other steps to reduce our debt or otherwise improve our financial
position. These actions could include open market debt repurchases, negotiated repurchases, other retirements of outstanding
debt and opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired, if any, will
depend on market conditions, the Company’s cash position, compliance with debt covenant and restrictions and other
considerations.
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Off-Balance Sheet Liabilities and Other Contractual Obligations
We do not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K. The following table
presents a summary of our minimum contractual commitments and obligations as of January 31, 2021:
(in thousands)
Debt, including estimated interest payments (1)(2):
Revolving Credit Facility (1)(3)
Senior Notes (4) (5)
2019-A Class A Notes (4)
2019-A Class B Notes (4)
2019-A Class C Notes (4)
2019-B Class A Notes (4)
2019-B Class B Notes (4)
2019-B Class C Notes (4)
2020-A Class A Notes (4)
2020-A Class B Notes (4)
Financing lease obligations
Operating leases:
Real estate
Equipment
Contractual commitments (6)
Total
Payments due by period
Less Than
1
Year
Total
1-3
Years
3-5
Years
More Than
5 Years
$
54,548 $
156,034
21,318
28,028
27,667
19,464
96,001
96,209
100,309
77,381
8,005
1,950 $ 52,598 $
10,235
664
1,093
1,280
475
3,097
3,830
1,596
2,784
1,247
145,799
20,654
26,935
26,387
950
6,193
7,661
3,192
5,568
2,058
— $
—
—
—
—
18,039
86,711
84,718
95,521
69,029
1,506
—
—
—
—
—
—
—
—
—
—
3,194
541,180
333
114,488
170,472
—
—
$ 1,340,965 $ 217,487 $ 467,640 $ 482,172 $ 173,666
82,792
227
106,217
161,800
83
7,762
126,116
23
509
(1) Estimated interest payments are based on the outstanding balance as of January 31, 2021 and the interest rate in effect at
that time.
(2) On February 24, 2021, the Company completed the sale of $62.9 million of 4.20% Asset Backed Fixed Rate Notes, Class
C, Series 2020-A which were previously issued and retained by the Company. The asset-backed notes are secured by the
transferred customer accounts receivables and restricted cash held by a consolidated VIE, which resulted in net proceeds to
us of $62.5 million, net of debt issuance costs. Net proceeds from the sale were used to repay amounts outstanding under
the Company’s Revolving Credit Facility. See Note 17., Subsequent Events, for details.
(3) On March 29, 2021, the Company entered into the Fifth Amended and Restated Loan and Security Agreement (the “Fifth
Amended and Restated Loan Agreement”). The Fifth Amended and Restated Loan Agreement, among other things,
extended the maturity date of our existing revolving credit facility to March 2025 (originally scheduled to mature in May
2022). See Note 17., Subsequent Events, for details.
(4) The payments due by period for the Senior Notes and asset-backed notes were based on their respective maturity dates at
their respective fixed annual interest rate. Actual principal and interest payments on the asset-backed notes will reflect
actual proceeds from the securitized customer accounts receivables.
(5) On March 15, 2021, the Company issued a notice of redemption to holders of our 7.250% Senior Notes due 2022 (the
“Senior Notes”) for the redemption of all $141,172,000 outstanding aggregate principal amount of the Senior Notes. See
Note 17., Subsequent Events, for details.
(6) Contractual commitments primarily include commitments to purchase inventory of $87.9 million.
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Issuer and Guarantor Subsidiary Summarized Financial Information
Conn’s, Inc. is a holding company with no independent assets or operations other than its investments in its subsidiaries. The
Senior Notes, which were issued by Conn’s, Inc., are fully and unconditionally guaranteed on a joint and several senior
unsecured basis by the Guarantors. As of January 31, 2021, the direct or indirect subsidiaries of Conn’s, Inc. that were not
Guarantors (the “Non-Guarantor Subsidiaries”) were the VIEs and minor subsidiaries. There are no restrictions under the
Indenture on the ability of any of the Guarantors to transfer funds to Conn’s, Inc. in the form of dividends or distributions.
The following tables present on a combined basis for the Issuer and the Guarantor Subsidiaries, a summarized Balance Sheet as
of January 31, 2021 and a summarized Statement of Operations on a consolidated basis for the twelve months ended
January 31, 2021. The information presented below excludes eliminations necessary to arrive at the information on a
consolidated basis. Investments in subsidiaries are accounted for by the parent company using the equity method for purposes
of this presentation. Amounts provided do not represent our total consolidated amounts, as of January 31, 2021 and for the
twelve months ended January 31, 2021:
(in thousands)
Assets
Cash, cash equivalents and restricted cash
Customer accounts receivable, net of allowances
Inventories
Net due from non-guarantor subsidiary
Other current assets
Total current assets
Long-term portion of customer accounts receivable, net of allowances
Property and equipment, net
Right of use assets, net
Other assets
Total assets
Liabilities
Current portion of debt
Lease liability operating - current
Other liabilities
Total current liabilities
Lease liability operating - non current
Long-term debt
Other long-term liabilities
Total liabilities
(in thousands)
Revenues:
Net sales and finances charges
Servicing fee revenue from non-guarantor subsidiary
Total revenues
Total costs and expenses
Net loss
56
January 31,
2021
11,638
218,923
196,463
8,571
108,606
544,201
246,445
190,962
265,798
23,512
1,270,918
934
44,011
163,429
208,374
354,598
197,084
21,068
781,124
Year Ended
January 31, 2021
1,231,577
36,170
1,267,747
1,273,212
(5,465)
$
$
$
$
$
$
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Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make estimates
that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and
liabilities. Certain accounting policies, as described below, are considered “critical accounting policies” because they are
particularly dependent on estimates made by us about matters that are inherently uncertain and could have a material impact to
our consolidated financial statements. We base our estimates on historical experience and on other assumptions that we believe
are reasonable. As a result, actual results could differ because of the use of estimates. A summary of all of our significant
accounting policies is included in Note 1, Summary of Significant Accounting Policies, of the Consolidated Financial
Statements in Part II, Item 8., of this Annual Report on Form 10-K.
Allowance for doubtful accounts. The determination of the amount of the allowance for credit losses is, by nature, highly
complex and subjective. Future events that are inherently uncertain could result in material changes to the level of the
allowance for credit losses. General economic conditions, changes to state or federal regulations and a variety of other factors
that affect the ability of borrowers to service their debts or our ability to collect will impact the future performance of the
portfolio.
We establish an allowance for credit losses, including estimated uncollectible interest, to cover expected credit losses on our
customer accounts receivable resulting from the failure of customers to make contractual payments. Our customer accounts
receivable portfolio balance consists of a large number of relatively small, homogeneous accounts. None of our accounts are
large enough to warrant individual evaluation for impairment.
On February 1, 2021, we adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments (“ASC 326”). The allowance for credit losses is measured on a collective (pool) basis where
similar risk characteristics exist. The allowance for credit losses is determined for each pool and added to the pool’s carrying
amount to establish a new amortized cost basis.
We have elected to use a risk-based, pool-level segmentation framework to calculate the expected loss rate. This framework is
based on our historical gross charge-off history. In addition to adjusted historical gross charge-off rates, estimates of post-
charge-off recoveries, including cash payments from customers, sales tax recoveries from taxing jurisdictions, and payments
received under credit insurance and repair service agreement (“RSA”) policies are also considered. We also consider forward-
looking economic forecasts based on a statistical analysis of economic factors (specifically, forecast of unemployment rates
over the reasonable and supportable forecasting period). To the extent that situations and trends arise which are not captured in
our model, management will layer on additional qualitative adjustments.
Pursuant to ASC 326 requirements, the Company uses a 24-month reasonable and supportable forecast period for the Customer
Accounts Receivable portfolio. We estimate losses beyond the 24-month forecast period based on historic loss rates
experienced over the life of our historic loan portfolio by loan pool type. We revisit our measurement methodology and
assumption annually, or more frequently if circumstances warrant.
As of January 31, 2021 and 2020, the balance of allowance for doubtful accounts and uncollectible interest for non-TDR
customer receivables was $219.7 million and $145.7 million, respectively. As of January 31, 2021 and 2020, the amount
included in the allowance for doubtful accounts associated with principal and interest on TDR accounts was $78.3 million and
$88.1 million, respectively. A 100 basis point increase in our estimated gross charge-off rate would increase our allowance for
doubtful accounts on our customer accounts receivable by $8.1 million based on the balance outstanding at January 31, 2021.
Interest income on customer accounts receivable. Interest income, which includes interest income and amortization of
deferred fees and origination costs, is recorded using the interest method and is reflected in finance charges and other revenues.
Typically, interest income is recorded until the customer account is paid off or charged-off, and we provide an allowance for
estimated uncollectible interest. Any contractual interest income received from customers in excess of the interest income
calculated using the interest method is recorded as deferred revenue on our balance sheets. At January 31, 2021 and 2020, there
were $8.9 million and $10.6 million, respectively, of deferred interest included in deferred revenues and other credits and other
long-term liabilities. The deferred interest will ultimately be brought into income as the accounts pay off or charge-off.
We offer a 12-month no-interest option program. If the customer is delinquent in making a scheduled monthly payment or does
not repay the principal in full by the end of the no-interest option program period (grace periods are provided), the account does
not qualify for the no-interest provision and none of the interest earned is waived. Interest income is recognized based on
estimated accrued interest earned to date on all no-interest option finance programs with an offsetting reserve for those
customers expected to satisfy the requirements of the program based on our historical experience.
We recognize interest income on TDR accounts using the interest income method, which requires reporting interest income
equal to the increase in the net carrying amount of the loan attributable to the passage of time. Cash proceeds and other
adjustments are applied to the net carrying amount such that it equals the present value of expected future cash flows.
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We place accounts in non-accrual status when legally required. Payments received on non-accrual loans will be applied to
principal and reduce the amount of the loan. At January 31, 2021 and 2020, the carrying value of customer accounts receivable
in non-accrual status was $8.5 million and $12.5 million. At January 31, 2021 and 2020, the carrying value of customer
accounts receivable that were past due 90 days or more and still accruing interest totaled $111.5 million and $132.7 million,
respectively. At January 31, 2021 and 2020, the carrying value of customer accounts receivable in a bankruptcy status that were
less than 60 days past due of $5.2 million and $12.1 million, respectively, were included within the customer receivables
balance carried in non-accrual status.
Inventories. Inventories consist of merchandise purchased for resale and service parts and are recorded at the lower of cost or
net realizable value. The carrying value of the inventory is reduced to its net realizable value for any product lines with excess
of carrying amount, typically weighted-average cost, over the amount we expect to realize from the ultimate sale or other
disposition of the inventory, with a corresponding charge to cost of sales. The write-down of inventory to net realizable value is
estimated based on assumptions regarding inventory aging and historical product sales. A 10% difference in our actual
inventory reserve at January 31, 2021, would have affected our cost of goods sold by $0.5 million.
Impairment of Long-Lived Assets. Long-lived assets are evaluated for impairment, primarily at the asset group level. The asset
group is defined as stores and cross-docks within a distribution center’s service area. We monitor asset group performance in
order to assess if events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
The most likely condition that would necessitate an assessment would be an adverse change in historical and estimated future
results of an asset group's performance. For property and equipment held and used, we recognize an impairment loss if the
carrying amount is not recoverable through its undiscounted cash flows and measure the impairment loss based on the
difference between the carrying amount and estimated fair value. During the year ended January 31, 2020, we recognized $3.2
million in impairments from the exiting of certain leases. See Note 4, Charges and Credits, for details. For the years ended
January 31, 2021 and 2019 there were no impairments.
Vendor allowances. We receive funds from vendors for price protection, product rebates (earned upon purchase or sale of
product), marketing, and promotion programs, collectively referred to as vendor allowances, which are recorded on an accrual
basis. We estimate the vendor allowances to accrue based on the progress of satisfying the terms of the programs based on
actual and projected sales or purchase of qualifying products. If the programs are related to product purchases, the vendor
allowances are recorded as a reduction of product cost in inventory still on hand with any remaining amounts recorded as a
reduction of cost of goods sold. During the years ended January 31, 2021, 2020 and 2019, we recorded $122.7 million, $156.6
million and $143.3 million, respectively, as reductions in cost of goods sold from vendor allowances.
Recent Accounting Pronouncements
The information related to recent accounting pronouncements as set forth in Note 1, Summary of Significant Accounting
Policies, of the Consolidated Financial Statements in Part II, Item 8., of this Annual Report on Form 10-K is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The market risk inherent in our financial instruments represents the potential loss arising from adverse changes in interest rates.
We have not been materially impacted by fluctuations in foreign currency exchange rates, as substantially all of our business is
transacted in, and is expected to continue to be transacted in, U.S. dollars or U.S. dollar-based currencies. Our Senior Notes
and asset-backed notes bear interest at a fixed rate and would not be affected by interest rate changes.
Loans under the Revolving Credit Facility bear interest, at our option, at a rate of LIBOR plus a margin ranging from 3.00% to
3.75% per annum (depending on a pricing grid determined by our total leverage ratio) or the alternate base rate plus a margin
ranging from 2.00% to 2.75% per annum (depending on a pricing grid determined by our total leverage ratio). The alternate
base rate is a rate per annum equal to the greatest of the prime rate, the federal funds effective rate plus 0.5%, or LIBOR for a
30-day interest period plus 1.0%. Accordingly, changes in our total leverage ratio and LIBOR or the alternate base rate will
affect the interest rate on, and therefore our costs under, the Revolving Credit Facility. As of January 31, 2021, the balance
outstanding under our Revolving Credit Facility was $52.0 million. A 100 basis point increase in interest rates on the
Revolving Credit Facility would increase our borrowing costs by $0.5 million over a 12-month period, based on the balance
outstanding at January 31, 2021.
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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page No.
60
62
63
64
65
66
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Conn’s, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Conn’s, Inc. and subsidiaries (the “Company”) as of January
31, 2021 and 2020, the related consolidated statements of operations, stockholders' equity and cash flows for each of the three
years in the period ended January 31, 2021, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company at January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in
the period ended January 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(the “PCAOB”), the Company's internal control over financial reporting as of January 31, 2021, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated March 31, 2021 expressed an unqualified opinion thereon.
Adoption of New Accounting Standards
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for 1) credit
losses in fiscal year 2021 due to the adoption of ASU No. 2016-13, Credit Losses 2) leases in fiscal year 2020 due to the
adoption of ASU No. 2016-02, Leases and 3) internal-use software in fiscal year 2020 due to the adoption of ASU No. 2018-15,
Intangibles Goodwill and Other-Internal-Use Software.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
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Allowance for Credit Losses
Description of
the Matter
How We
Addressed the
Matter in Our
Audit
At January 30, 2021 the Company’s balance of customer accounts receivable was $1.233 billion and
the related allowance for credit losses was $276.6 million. As discussed in Note 1 to the consolidated
financial statements, the Company recognizes an allowance for expected credit losses over the life of
customer accounts receivable. Management measures expected losses on a pool basis where similar
risk characteristics exist using historical charge-off experience to estimate an allowance. In addition to
adjusted historical gross charge-off rates, estimates of post-charge-off recoveries as well as forward-
looking macro-economic forecasts are also considered. To the extent that situations and trends arise
which are not captured in management’s model, management will layer on additional qualitative
adjustments.
Auditing management’s estimates of the allowance for credit losses for customer accounts receivable
involves a high degree of complexity in testing the model and modeling assumptions used to derive the
segmentation level loss estimates utilized in the allowance calculation. Additionally, in light of the
current economic environment, auditing the estimate is complex due to the judgments necessary to
evaluate management’s qualitative assessments of how to adjust the historical charge-off and recovery
experiences, as well as the macro-economic forecast to estimate current expected credit losses over the
life of the customer accounts receivable portfolio.
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the
Company’s controls over the allowance for credit losses process, including management’s review and
approval of models used to calculate the estimate and the evaluation of the completeness and accuracy
of data inputs, assumptions, and outputs of those models. We also evaluated the Company’s controls
over the identification and measurement of qualitative adjustments, review of portfolio trends and
overall evaluation of the recorded allowance estimate, as well as the controls specific to the adoption
of ASU 2016-13.
With the assistance of our specialists, we tested the quantitative model methodology, modeling
assumptions, model calculation and clerical accuracy of the segmentation level loss estimates. We
tested the completeness and accuracy of historical data. We evaluated management’s identification of
historical loss periods used in the models. We also assessed management’s adjustments to historical
loss data and evaluated whether those adjustments were reflective of management’s current expected
loss estimates, and consistent with the underlying supporting documentation for any such quantitative
adjustments. We evaluated the inputs used by management in determining the qualitative adjustments
for consistency with management’s evaluation framework. We tested the completeness and accuracy of
underlying portfolio and macro-economic data considered by management in determining the
qualitative adjustments. We also inspected management’s documentation of the evaluation of
adjustments considered for consistency with the underlying data and evaluated the reasonableness of
the qualitative adjustments recorded. We evaluated the reasonableness of the overall allowance
estimate, inclusive of the adjustments for qualitative factors, through comparison of historical
estimation results to actual recorded losses. We also reviewed subsequent events and transactions and
considered whether they corroborated or contradicted the Company’s estimation conclusion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2001.
Houston, Texas
March 31, 2021
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CONN’S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
Assets
Current assets:
Cash and cash equivalents
Restricted cash (includes VIE balances of $48,622 and $73,214, respectively)
Customer accounts receivable, net of allowance (includes VIE balances of $259,811 and
$393,764, respectively)
Other accounts receivable
Inventories
Income taxes receivable
Prepaid expenses and other current assets
Total current assets
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of
$184,304 and $420,454, respectively)
Property and equipment, net
Operating lease right-of-use assets
Deferred income taxes
Other assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Current finance lease obligations
Accounts payable
Accrued compensation and related expenses
Accrued expenses
Operating lease liability - current
Income taxes payable
Deferred revenues and other credits
Total current liabilities
Operating lease liability - non current
Long-term debt and finance lease obligations (includes VIE balances of $411,551 and $768,121
respectively)
Other long-term liabilities
Total liabilities
Commitments and contingencies
Stockholders’ equity:
Preferred stock ($0.01 par value, 1,000,000 shares authorized; none issued or outstanding)
Common stock (0.01 par value, 100,000,000 shares authorized; 32,711,623 and 32,125,055
shares issued, respectively)
Treasury stock (at cost; 3,485,441 shares and 3,485,441 shares, respectively)
Additional paid-in capital
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
See notes to consolidated financial statements.
January 31,
2021
2020
$
9,703 $
50,557
5,485
75,370
478,734
61,716
196,463
38,059
8,831
844,063
673,742
68,753
219,756
4,315
11,445
1,058,866
430,749
190,962
265,798
9,448
14,064
663,761
173,031
242,457
18,599
12,055
$ 1,755,084 $ 2,168,769
$
934 $
69,367
24,944
58,046
44,011
1,447
13,007
211,756
354,598
605
48,554
10,795
52,295
35,390
2,394
12,237
162,270
329,081
608,635
22,940
1,197,929
1,025,535
24,703
1,541,589
—
—
327
(66,290)
132,108
491,010
557,155
321
(66,290)
122,513
570,636
627,180
$ 1,755,084 $ 2,168,769
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CONN’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
Revenues:
Product sales
Repair service agreement commissions
Service revenues
Total net sales
Finance charges and other revenues
Total revenues
Costs and expenses:
Cost of goods sold
Selling, general and administrative expense
Provision for bad debts
Charges and credits
Total costs and expenses
Operating income
Interest expense
(Gain) loss on extinguishment of debt
Income (loss) before income taxes
Provision (benefit) for income taxes
Net income (loss)
Earnings (loss) per share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Year Ended January 31,
2020
2019
2021
$
973,031 $ 1,042,424 $ 1,078,635
101,928
106,997
78,838
14,111
13,814
12,442
1,194,674
1,163,235
1,064,311
355,139
380,451
321,714
1,549,813
1,543,686
1,386,025
668,315
478,767
202,003
6,326
1,355,411
30,614
50,381
(440)
(19,327)
(16,190)
(3,137) $
697,784
503,024
205,217
3,142
1,409,167
134,519
59,107
1,094
74,318
18,314
56,004 $
702,135
480,561
198,082
7,780
1,388,558
161,255
62,704
1,773
96,778
22,929
73,849
(0.11) $
(0.11) $
1.85 $
1.82 $
2.33
2.28
$
$
$
29,060,512 30,275,662 31,668,370
29,060,512 30,814,775 32,374,375
See notes to consolidated financial statements.
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CONN’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except for number of shares)
Balance January 31, 2018
Adoption of ASU 2014-09
Exercise of options and
vesting of restricted stock, net
of withholding tax
Issuance of common stock
under Employee Stock
Purchase Plan
Stock-based compensation
Net income
Balance January 31, 2019
Adoption of ASU 2016-02
Exercise of options and
vesting of restricted stock, net
of withholding tax
Issuance of common stock
under Employee Stock
Purchase Plan
Stock-based compensation
Common stock repurchase
Net income
Balance January 31, 2020
Adoption of ASU 2016-13
Exercise of options and
vesting of restricted stock, net
of withholding tax
Issuance of common stock
under Employee Stock
Purchase Plan
Stock-based compensation
Net loss
Balance January 31, 2021
Common Stock
Additional
Paid-in
Amount Capital
Retained
Earnings
314 $ 101,087 $ 433,667
956
—
—
Shares
31,435,775 $
—
Treasury Stock
Shares
Amount
— $
—
Total
— $ 535,068
956
—
317,465
3
(2,957)
—
—
—
(2,954)
34,922
—
—
31,788,162 $
—
—
838
1
—
12,217
—
—
73,849
—
318 $ 111,185 $ 508,472
6,160
—
—
—
—
—
— $
—
839
—
12,217
—
—
73,849
— $ 619,975
6,160
—
283,434
2
(1,987)
—
—
—
(1,985)
53,459
—
—
—
32,125,055 $
—
765
12,550
—
—
766
1
12,550
—
(66,290)
—
—
56,004
321 $ 122,513 $ 570,636 (3,485,441) $ (66,290) $ 627,180
(76,489)
—
—
—
—
—
— (3,485,441)
—
—
—
(66,290)
—
(76,489)
56,004
—
—
—
445,895
5
(1,687)
—
—
—
(1,682)
140,673
—
—
32,711,623 $
698
1
10,585
—
(3,137)
—
327 $ 132,108 $ 491,010 (3,485,441) $ (66,290) $ 557,155
697
10,585
—
—
—
(3,137)
—
—
—
—
—
—
See notes to consolidated financial statements.
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CONN’S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation
Change in right-of-use asset
Amortization of debt issuance costs
Provision for bad debts and uncollectible interest
Stock-based compensation expense
Charges, net of credits
Deferred income taxes
Gain on early termination of debt
Loss (gain) from current and deferred sale/disposal of property and equipment
Tenant improvement allowances received from landlords
Change in operating assets and liabilities:
Customer accounts receivable
Other accounts receivables
Inventories
Other assets
Accounts payable
Accrued expenses
Operating leases
Income taxes
Deferred revenues and other credits
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Proceeds from asset dispositions
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of asset-backed notes
Payments on asset-backed notes
Borrowings under revolving credit facility
Payments on revolving credit facility
Borrowings from warehouse facility
Payments on warehouse facility
Payment for share repurchases
Payment of debt issuance costs and amendment fees
Proceeds from stock issued under employee stock purchase plan
Tax payments associated with equity-based compensation transactions
Payment for extinguishment of debt
Other
Net cash used in financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
Year Ended January 31,
2020
2021
2019
$
(3,137) $
56,004 $
73,849
41,068
29,956
8,527
265,929
9,330
6,326
31,323
(440)
497
21,224
63,871
6,595
23,293
393
17,507
15,905
(40,384)
(35,270)
(398)
462,115
(55,927)
—
(55,927)
36,841
27,577
9,828
269,295
12,550
3,142
7,488
—
90
25,914
(266,997)
(5,346)
278
(6,983)
(23,041)
(21,689)
(35,816)
(9,930)
861
80,066
(57,546)
724
(56,822)
31,584
—
10,640
250,076
12,217
—
(6,224)
—
(809)
16,821
(300,745)
5,582
(8,140)
20,950
(499)
11,158
—
49,685
(14,344)
151,801
(32,814)
—
(32,814)
240,100
(599,144)
1,355,362
(1,332,462)
—
—
—
(4,753)
698
(1,682)
(84,324)
(578)
(426,783)
(20,595)
80,855
60,260 $
867,750
(505,442)
1,625,440
(1,865,069)
—
(53,635)
(66,290)
(7,876)
988
(2,216)
—
(976)
(7,326)
15,918
64,937
80,855 $
358,300
(739,875)
1,836,822
(1,647,322)
173,286
(119,650)
—
(7,418)
1,237
(3,342)
(1,178)
(1,068)
(150,208)
(31,221)
96,158
64,937
$
(continued on next page)
65
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Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities
Right-of-use assets obtained in exchange for new financing lease liabilities
Capital lease asset additions and related obligations
Property and equipment purchases not yet paid
Supplemental cash flow data:
Cash interest paid
Cash income taxes paid (refunded), net
Year Ended January 31,
2020
2019
2021
$
$
$
$
$
$
72,741 $
1,653 $
— $
7,890 $
75,296 $
1,110 $
— $
9,717 $
—
—
1,193
5,557
41,059 $
(11,586) $
50,491 $
17,169 $
50,568
(20,447)
See notes to consolidated financial statements.
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Business. Conn’s, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its
investments in its subsidiaries. References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc.
and, as apparent from the context, its subsidiaries. Conn’s is a leading specialty retailer that offers a broad selection of quality,
branded durable consumer goods and related services in addition to proprietary credit solutions for its core credit-constrained
consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product
offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading
global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served
population of credit-constrained consumers who typically have limited credit alternatives.
We operate two reportable segments: retail and credit. Our retail stores bear the “Conn’s HomePlus” name with all of our stores
providing the same products and services to a common customer group. Our stores follow the same procedures and methods in
managing their operations. Our retail business and credit business are operated independently from each other. The credit
segment is dedicated to providing short- and medium-term financing to our retail customers. The retail segment is not involved
in credit approval decisions or collection efforts. Our management evaluates performance and allocates resources based on the
operating results of the retail and credit segments.
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”) and prevailing industry practices.
Fiscal Year. Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year
ends.
Principles of Consolidation. The consolidated financial statements include the accounts of Conn’s, Inc. and its wholly-owned
subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.
Variable Interest Entities. Variable Interest Entities (“VIEs”) are consolidated if the Company is the primary beneficiary. The
primary beneficiary of a VIE is the party that has (i) the power to direct the activities that most significantly impact the
performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be
significant to the VIE.
We securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. We retain the
servicing of the securitized portfolio and have a variable interest in each corresponding VIE by holding the residual equity. We
have determined that we are the primary beneficiary of each respective VIE because (i) our servicing responsibilities for the
securitized portfolio give us the power to direct the activities that most significantly impact the performance of the VIE and (ii)
our variable interest in the VIE gives us the obligation to absorb losses and the right to receive residual returns that potentially
could be significant. As a result, we consolidate the respective VIEs within our consolidated financial statements.
Refer to Note 6, Debt and Financing Lease Obligations, and Note 13, Variable Interest Entities, for additional information.
Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make informed
judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of
contingent assets and liabilities. Changes in facts and circumstances or additional information may result in revised estimates,
and actual results may differ, even significantly, from these estimates. Management evaluates its estimates and related
assumptions regularly, including those related to the allowance for doubtful accounts and allowances for no-interest option
credit programs, which are particularly sensitive given the size of our customer portfolio balance.
Cash and Cash Equivalents. As of January 31, 2021 and 2020, cash and cash equivalents included cash, credit card deposits in
transit, and highly liquid debt instruments purchased with a maturity date of three months or less. Credit card deposits in transit
included in cash and cash equivalents were $7.9 million and $4.0 million as of January 31, 2021 and 2020, respectively.
Restricted Cash. The restricted cash balance as of January 31, 2021 and 2020 includes $41.6 million and $59.7 million,
respectively, of cash we collected as servicer on the securitized receivables that was subsequently remitted to the VIEs and $7.0
million and $13.9 million, respectively, of cash held by the VIEs as additional collateral for the asset-backed notes.
Customer Accounts Receivable. Customer accounts receivable reported in the Consolidated Balance Sheet includes total
receivables managed, including both those transferred to the VIEs and those not transferred to the VIEs. Customer accounts
receivable are recognized at the time the customer takes possession of the product. As discussed in more detail below, effective
February 1, 2020 the Company adopted ASC 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments. Under the newly adopted standard, expected lifetime losses on customer accounts
receivable are recognized upon origination through an allowance for credit losses account that is deducted from the customer
account receivable balance and presented net thereof. Customer accounts receivable include the net of unamortized deferred
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fees charged to customers and origination costs. Customer receivables are considered delinquent if a payment has not been
received on the scheduled due date. Accounts that are delinquent more than 209 days as of the end of a month are charged-off
against the allowance for doubtful accounts along with interest accrued subsequent to the last payment.
In an effort to mitigate losses on our accounts receivable, we may make loan modifications to a borrower experiencing financial
difficulty. The loan modifications are intended to maximize net cash flow after expenses and avoid the need to exercise legal
remedies available to us. We may extend or “re-age” a portion of our customer accounts, which involves modifying the
payment terms to defer a portion of the cash payments due. Our re-aging of customer accounts does not change the interest rate
or the total principal amount due from the customer and typically does not reduce the monthly contractual payments. To a
much lesser extent, we may provide the customer the ability to refinance their account, which typically does not change the
interest rate or the total principal amount due from the customer but does reduce the monthly contractual payments and extend
the term. We consider accounts that have been re-aged in excess of three months or refinanced as Troubled Debt Restructurings
(“TDR” or “Restructured Accounts”).
On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law to address the
economic impact of the COVID-19 pandemic. Under the CARES Act, modifications deemed to be COVID-19 related are not
considered a TDR if the loan was current (not more than 30 days past due as of March 31, 2020) and the deferral was executed
between April 1, 2020 and the earlier of 60 days after the termination of the COVID-19 national emergency or December 31,
2020. In response to the CARES Act, the Company implemented short-term deferral programs for our customers. The carrying
value of the customer receivables on accounts which were current prior to receiving a COVID-19 related deferment was
$65.2 million as of January 31, 2021.
Interest Income on Customer Accounts Receivable. Interest income, which includes interest income and amortization of
deferred fees and origination costs, is recorded using the interest method and is reflected in finance charges and other revenues.
Typically, interest income is recorded until the customer account is paid off or charged-off, and we provide an allowance for
estimated uncollectible interest. We reserve for interest that is more than 60 days past due. Any contractual interest income
received from customers in excess of the interest income calculated using the interest method is recorded as deferred revenue
on our balance sheets. At January 31, 2021 and 2020, there were $8.9 million and $10.6 million, respectively, of deferred
interest included in deferred revenues and other credits and other long-term liabilities. The deferred interest will ultimately be
brought into income as the accounts pay off or charge-off.
We offer a 12-month no-interest option program. If the customer is delinquent in making a scheduled monthly payment or does
not repay the principal in full by the end of the no-interest option program period (grace periods are provided), the account does
not qualify for the no-interest provision and none of the interest earned is waived. Interest income is recognized based on
estimated accrued interest earned to date on all no-interest option finance programs with an offsetting reserve for those
customers expected to satisfy the requirements of the program based on our historical experience.
We recognize interest income on TDR accounts using the interest income method, which requires reporting interest income
equal to the increase in the net carrying amount of the loan attributable to the passage of time. Cash proceeds and other
adjustments are applied to the net carrying amount such that it equals the present value of expected future cash flows.
We place accounts in non-accrual status when legally required. Payments received on non-accrual loans will be applied to
principal and reduce the balance of the loan. At January 31, 2021 and 2020, the carrying value of customer accounts receivable
in non-accrual status was $8.5 million and $12.5 million, respectively. At January 31, 2021 and 2020, the carrying value of
customer accounts receivable that were past due 90 days or more and still accruing interest totaled $111.5 million and $132.7
million, respectively. At January 31, 2021 and January 31, 2020, the carrying value of customer accounts receivable in a
bankruptcy status that were less than 60 days past due of $5.2 million and $12.1 million, respectively, were included within the
customer receivables balance carried in non-accrual status.
Inventories. Inventories consist of merchandise purchased for resale and service parts and are recorded at the lower of cost or
net realizable value. The carrying value of the inventory is reduced to its net realizable value for any product lines with excess
of carrying amount, typically weighted-average cost, over the amount we expect to realize from the ultimate sale or other
disposition of the inventory, with a corresponding charge to cost of sales. The write-down of inventory to net realizable value is
estimated based on assumptions regarding inventory aging and historical product sales.
Vendor Allowances. We receive funds from vendors for price protection, product rebates (earned upon purchase or sale of
product), marketing, and promotion programs, collectively referred to as vendor allowances, which are recorded on an accrual
basis. We estimate the vendor allowances to accrue based on the progress of satisfying the terms of the programs based on
actual and projected sales or purchase of qualifying products. If the programs are related to product purchases, the vendor
allowances are recorded as a reduction of product cost in inventory still on hand with any remaining amounts recorded as a
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
reduction of cost of goods sold. During the years ended January 31, 2021, 2020 and 2019, we recorded $122.7 million, $156.6
million and $143.3 million, respectively, as reductions in cost of goods sold from vendor allowances.
Property and Equipment. Property and equipment, including any major additions and improvements to property and
equipment, are recorded at cost. Normal repairs and maintenance that do not materially extend the life of property and
equipment are expensed as incurred. Depreciation, which includes amortization of financed leases, is computed using the
straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, over the shorter of
the estimated useful lives or the remaining terms of the leases.
Internal-Use Software Costs. Costs related to software developed or obtained for internal use and cloud-based computing
arrangements are expensed as incurred until the application development stage has been reached. Once the application
development stage has been reached, certain qualifying costs are capitalized until the software is ready for its intended use.
Costs incurred during the post implementation stage are expensed as incurred. Once placed into service, capitalized costs are
amortized over periods of up to 10 years. No software costs were written-off in the years ended January 31, 2021 and 2019.
For the year ended January 31, 2020, we incurred a $1.2 million loss on impairments of software costs for a loan management
system that was abandoned during fiscal year 2020. See Note 4, Charges and Credits, for further details regarding fiscal year
2020 write-offs.
Impairment of Long-Lived Assets. Long-lived assets are evaluated for impairment, primarily at the asset group level. The asset
group is defined as stores and cross-docks within a distribution center’s service area. We monitor asset group performance in
order to assess if events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
The most likely condition that would necessitate an assessment would be an adverse change in historical and estimated future
results of an asset group's performance. For property and equipment held and used, we recognize an impairment loss if the
carrying amount is not recoverable through its undiscounted cash flows and measure the impairment loss based on the
difference between the carrying amount and estimated fair value. During the year ended January 31, 2020, we recognized $3.2
million in impairments from the exiting of certain leases. See Note 4, Charges and Credits, for details. For the years ended
January 31, 2021 and 2019 there were no impairments.
Leases. We determine if an arrangement is a lease at inception. Operating lease right-of-use assets and liabilities are
recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases
do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at the
commencement date in determining the present value of lease payments. If the estimate of our incremental borrowing rate was
changed, our operating lease assets and liabilities could differ materially.
We record lease incentives as a reduction to the operating lease right-of-use assets upon commencement of the lease and
amortize the balance on a straight-line basis over the life of the lease. Leases with an initial term of 12 months or less are not
recorded on the balance sheet. Lease terms may include options to extend or terminate the lease when it is reasonably certain
that we will exercise the option. Lease expense is recognized on a straight-line basis over the lease term.
We have made a policy election for all classifications of leases to combine lease and non-lease components and to account for
them as a single lease component.
Debt Issuance Costs. Costs that are direct and incremental to debt issuance are deferred and amortized to interest expense
using the effective interest method over the expected life of the debt. All other costs related to debt issuance are expensed as
incurred. We present debt issuance costs associated with long-term debt as a reduction of the carrying amount of the debt.
Unamortized costs related to the Revolving Credit Facility, as defined in Note 6, Debt and Financing Lease Obligations, are
included in other assets on our Consolidated Balance Sheet and were $3.5 million and $3.5 million as of January 31, 2021 and
2020, respectively.
Revenue Recognition. The Company accounts for revenue under ASC 606 and has the following material revenue streams: the
sale of products (e.g. appliances, electronics) including delivery; the sale of third party warranty and insurance programs,
including retrospective income; service income; interest income generated from the financing of point of sale transactions; and
volume rebate incentives received from a third party financier.
Sale of Products Including Delivery: The Company has a single performance obligation associated with these contracts: the
delivery of the product to the customer, at which point control transfers. Revenue for the sale of products is recognized at the
time of delivery, net of any adjustments for sales incentives such as discounts, coupons, rebates or other free products or
services. Sales financed through third-party no-interest option programs typically require us to pay a fee to the third party on
each completed sale, which is recorded as a reduction of net sales in the retail segment.
Sale of Third Party Warranty and Insurance Programs, Including Retrospective Income: We sell repair service agreements
(“RSA”) and credit insurance contracts on behalf of unrelated third-parties. The Company has a single performance obligation
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
associated with these contracts: the delivery of the product to the customer, at which point control transfers. Commissions
related to these contracts are recognized in revenue upon delivery of the product. We also may serve as the administrator of the
RSAs sold and defer 5% of the revenue received from the sale of RSAs as compensation for this performance obligation
as 5% represents the estimated stand-alone sales price to serve as the administrator. The deferred RSA administration fee is
recorded in income ratably over the life of the RSA contract sold. Retrospective income on RSA contracts is recognized upon
delivery of the product based on an estimate of claims and is adjusted throughout the life of the contracts as actual claims
materialize. Retrospective income on insurance contracts is recognized when earned as that is the point at which we no longer
believe a significant reversal of income is probable as the consideration is highly susceptible to factors outside of our influence.
Service Income: The Company has a single performance obligation associated with these contracts: the servicing of the RSA
claims. Service revenues are recognized at the time service is provided to the customer.
Volume Rebate Incentive: As part of our agreement with our third-party provider of no-interest option programs, we may
receive a volume rebate incentive based on the total dollar value of sales made under our third-party provider. The Company
has a single performance obligation associated with this contract: the delivery of the product to the customer, at which point
control transfers. Revenue for the volume rebate incentive is recognized upon delivery of the product to the customer based on
the projected total annual dollar value of sales to be made under our third-party provider.
Deferred Revenue. Deferred revenue related to contracts with customers consists of deferred customer deposits and deferred
RSA administration fees. During the twelve months ended January 31, 2021, we recognized $1.2 million of revenue for
customer deposits deferred as of the beginning of the period compared to $1.0 million recognized during the twelve months
ended January 31, 2020. During the twelve months ended January 31, 2021, we recognized $4.0 million of revenue for RSA
administrative fees deferred as of the beginning of the period compared to $5.1 million recognized during the twelve months
ended January 31, 2020.
Expense Classifications. We record as cost of goods sold, the direct cost of products and parts sold and related costs for
delivery, transportation and handling, inbound freight, receiving, inspection, and other costs associated with the operations of
our distribution system, including occupancy related to our warehousing operations. The costs associated with our
merchandising, advertising, sales commissions, and all store occupancy costs, are included in selling, general and
administrative expense (“SG&A”).
Advertising Costs. Advertising costs are expensed as incurred. For fiscal years 2021, 2020 and 2019, advertising expense was
$72.5 million, $84.8 million and $80.5 million, respectively.
Stock-based Compensation. Stock-based compensation expense is recorded for share-based compensation awards, net of
actual forfeitures, over the requisite service period using the straight-line method. For equity-classified share-based
compensation awards, expense is recognized based on the grant-date fair value. For stock option grants, we use the Black-
Scholes model to determine fair value. For grants of restricted stock units, the fair value of the grant is the market value of our
stock at the date of issuance. For grants of performance-based restricted stock units, the fair value of the grant is the market
value of our stock at the date of issuance adjusted for any market conditions.
Self-insurance. We are self-insured for certain losses relating to group health, workers’ compensation, automobile, general and
product liability claims. We have stop-loss coverage to limit the exposure arising from these claims. Self-insurance losses for
claims filed and claims incurred, but not reported, are accrued based upon our estimates of the net aggregate liability for claims
incurred using development factors based on historical experience.
Income Taxes. We are subject to U.S. federal income tax as well as income tax in multiple state jurisdictions. We follow the
liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on
temporary differences between GAAP and tax bases of assets and liabilities and for operating loss and tax credit carryforwards,
as measured using the enacted tax rates expected to be in effect when the temporary differences are expected to be realized or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period in which
the enactment occurs. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred
tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become realizable. To the extent penalties and interest are
incurred, we record these charges as a component of our provision for income taxes.
We review and update our tax positions as necessary to add any new uncertain tax positions taken, or to remove previously
identified uncertain positions that have been adequately resolved. Additionally, uncertain positions may be remeasured as
warranted by changes in facts or law. Accounting for uncertain tax positions requires estimating the amount, timing and
likelihood of ultimate settlement.
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Earnings per Share. Basic earnings per share is calculated by dividing net income by the weighted-average number of
common shares outstanding during the period. Diluted earnings per share includes the dilutive effects of any stock options,
restricted stock unit awards (“RSUs”) and performance stock awards (“PSUs”), which are calculated using the treasury-stock
method. The following table sets forth the shares outstanding for the earnings per share calculations:
Weighted-average common shares outstanding - Basic
Dilutive effect of stock options, RSUs and PSUs
Weighted-average common shares outstanding - Diluted
Year Ended January 31,
2020
2019
2021
29,060,512
—
29,060,512
30,275,662
539,113
30,814,775
31,668,370
706,005
32,374,375
For the years ended January 31, 2021, 2020 and 2019, the weighted-average number of stock options, RSUs, and PSUs not
included in the calculation due to their anti-dilutive effect, was 1,097,996, 898,449 and 578,951, respectively.
Contingencies. An estimated loss from a contingency is recorded if it is probable that an asset has been impaired or a liability
has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Gain
contingencies are not recorded until realization is assured beyond a reasonable doubt. Legal costs related to loss contingencies
are expensed as incurred.
Fair Value of Financial Instruments. Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded
at fair value are categorized using defined hierarchical levels related to subjectivity associated with the inputs to fair value
measurements as follows:
• Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted
market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices
that are observable for the asset or liability, or market-corroborated inputs).
• Level 3 – Inputs that are not observable from objective sources such as our internally developed assumptions used in
pricing an asset or liability (for example, an estimate of future cash flows used in our internally developed present
value of future cash flows model that underlies the fair-value measurement).
In determining fair value, we use observable market data when available, or models that incorporate observable market data.
When we are required to measure fair value and there is not a market-observable price for the asset or liability or for a similar
asset or liability, we use the cost or income approach depending on the quality of information available to support
management’s assumptions. The cost approach is based on management’s best estimate of the current asset replacement cost.
The income approach is based on management’s best assumptions regarding expectations of future net cash flows and discounts
the expected cash flows using a commensurate risk-adjusted discount rate. Such evaluations involve significant judgment, and
the results are based on expected future events or conditions such as sales prices, economic and regulatory climates, and other
factors, most of which are often outside of management’s control. However, we believe assumptions used reflect a market
participant’s view of long-term prices, costs, and other factors and are consistent with assumptions used in our business plans
and investment decisions.
In arriving at fair-value estimates, we use relevant observable inputs available for the valuation technique employed. If a fair-
value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement is characterized based on
the lowest level of input that is significant to the fair-value measurement.
The fair value of cash and cash equivalents, restricted cash and accounts payable approximate their carrying amounts because
of the short maturity of these instruments. The fair value of customer accounts receivable, determined using a Level 3
discounted cash flow analysis, approximates their carrying value, net of the allowance for doubtful accounts. The fair value of
our Revolving Credit Facility approximates carrying value based on the current borrowing rate for similar types of borrowing
arrangements. At January 31, 2021, the fair value of the Senior Notes outstanding approximates their carrying value and was
determined using Level 1 inputs. At January 31, 2021, the fair value of the asset-backed notes was $416.3 million, compared to
the carrying value of $414.0 million, which was determined using Level 2 inputs based on inactive trading activity.
Recent Accounting Pronouncements Adopted. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASU 2016-13 replaces the incurred
loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL)
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methodology. Under the new guidance entities must reserve an allowance for expected credit losses over the life of the loan.
The measurement of expected credit losses is applicable to financial assets measured at amortized cost. The allowance for
credit losses is a valuation account that is deducted from the customer account receivable’s amortized cost basis to present the
net amount expected to be collected. Customer receivables are charged off against the allowance when management deems an
account to be uncollectible. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial
Instruments - Credit Losses. ASU 2019-04 requires that the current estimate of recoveries are included in the allowance for
credit losses.
Effective February 1, 2020, the Company adopted ASU 2016-13 and ASU 2019-04 using the modified retrospective approach.
The Company has reviewed its entire portfolio of assets recognized on the balance sheet as of January 31, 2020 and identified
Customer Accounts Receivables as the materially impacted asset in-scope of ASC 326. The risk of credit losses from the
remaining portfolio of assets was concluded to be immaterial. Upon adoption of ASC 326 the Company recorded a net
decrease to retained earnings of $76.5 million as of February 1, 2020. Results for reporting periods prior to February 1, 2020
are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under previously
applicable GAAP.
The allowance for credit losses is measured on a collective (pool) basis where similar risk characteristics exist. Upon adoption
of ASC 326, the Company elected to maintain the pools of customer accounts receivable that were previously accounted for
under ASC 310 (Non-TDR Non-Re-aged, Non-TDR Re-aged, and TDR). These pools are further segmented based on shared
risk attributes, which include the borrower’s FICO score, product class, length of customer relationship and delinquency status.
The allowance for credit losses is determined for each pool and added to the pool’s carrying amount to establish a new
amortized cost basis. Changes to the allowance for credit losses after adoption are recorded through provision expense.
We have elected to use a risk-based, pool-level segmentation framework to calculate the expected loss rate. This framework is
based on our historical gross charge-off history. In addition to adjusted historical gross charge-off rates, estimates of post-
charge-off recoveries, including cash payments from customers, sales tax recoveries from taxing jurisdictions, and payments
received under credit insurance and repair service agreement (“RSA”) policies are also considered. We also consider forward-
looking economic forecasts based on a statistical analysis of economic factors (specifically, forecast of unemployment rates
over the reasonable and supportable forecasting period). To the extent that situations and trends arise which are not captured in
our model, management will layer on additional qualitative adjustments.
The Company uses a 24-month reasonable and supportable forecast period for the Customer Accounts Receivable portfolio.
We estimate losses beyond the 24-month forecast period based on historic loss rates experienced over the life of our historic
loan portfolio by loan pool type. We revisit our measurement methodology and assumption annually, or more frequently if
circumstances warrant.
The cumulative effect of the changes made to the Company’s Consolidated Balance Sheet as a result of the adoption of ASC
326 were as follows:
(in thousands)
Assets
Impact of Adoption of ASC 326
Balance at January
31, 2020
Adjustments due to
ASC 326
Balance at
February 1, 2020
Customer accounts receivable
Long-term portion of customer accounts receivable
Deferred Income Taxes
Stockholders’ Equity
Retained Earnings
$
$
673,742 $
663,761
18,599
(49,700) $
(48,962)
22,173
624,042
614,799
40,772
570,636 $
(76,489) $
494,147
Leases. In February 2016 the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic
842), which requires lessees to recognize assets and liabilities for most leases. Effective February 1, 2019, the Company
adopted ASU 2016-02 using the modified retrospective approach. For most leases, a liability was recorded on the balance sheet
based on the present value of future lease obligations with a corresponding right-of-use asset. Primarily for those leases
currently classified by us as operating leases, we recognize a single lease cost on a straight line basis. Other leases are required
to be accounted for as financing arrangements similar to how we previously accounted for capital leases. Upon adoption we
elected a package of practical expedients permitted under the transition guidance within the new standard. The practical
expedients adopted allowed us to carry forward the historical lease classification, allowed us to not separate and allocate the
consideration paid between lease and non-lease components included within a contract and allowed us to carry forward our
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
accounting treatment for land easements on existing agreements. We also adopted an optional transition method that waived
the requirement to apply this ASU in the comparative periods presented within the financial statements in the year of adoption.
Additionally, we have elected the short-term policy election for the Company for any lease that, at the commencement date, has
a lease term of twelve months or less. We will not recognize a lease liability or right-of-use asset on the balance sheet for any
of our short-term leases. Rather, the short-term lease payments will be recognized as an expense on a straight-line basis over
the lease term. The current period short-term lease expense reasonably reflects our short-term lease commitments.
The cumulative effect of the changes made to the Company’s Condensed Consolidated Balance Sheet as a result of the adoption
of ASC 842 were as follows (in thousands):
Impact of Adoption of ASC 842
Balance at January
31, 2019
Adjustments due to
ASC 842
Balance at February
1, 2019
$
1,014,394 $
—
27,535
(2,983) $
227,421
(1,447)
1,011,411
227,421
26,088
(in thousands)
Assets
Current assets (1)
Operating lease right-of-use assets (2)
Deferred income taxes (3)
Liabilities
Current liabilities (4)
Operating lease liability - current (5)
Deferred rent (4)
Operating lease liability - non-current (5)
Other long-term liabilities (3)
Stockholder’s equity (3)
225,142
29,815
—
300,170
25,409
626,135
(1) Reclassification of the $3.0 million January 31, 2019 balance of accounts receivable for tenant improvement allowances to
(12,426)
29,815
(93,127)
300,170
(7,606)
6,160
237,568
—
93,127
—
33,015
619,975
a reduction in the operating lease liability.
(2) The operating lease right-of-use assets represent the present value of the lease liability offset by the full value of deferred
rent and tenant improvement allowances received from the lessor which had not been utilized as of the date of adoption.
(3) A net cumulative-effect adjustment to increase retained earnings by $6.2 million to recognize the $7.6 million January 31,
2019 balance of deferred gains which resulted from sale and operating leaseback transactions made at off-market terms
offset by the $1.4 million impact on our deferred tax asset related to the sale-leaseback transactions.
(4) Reclassification of the full value of deferred rent and tenant improvement allowances received from lessors, which were
previously recorded as liabilities as they had not been utilized as of the date of adoption, to a reduction of the operating
lease right-of-use assets.
(5) The operating lease liability represents the $340.5 million present value of future operating lease obligations as of January
31, 2019, offset by $10.5 million of accounts receivable for tenant improvement allowances.
Cloud Computing Arrangements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation
Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 requires companies to apply the
accounting guidance as prescribed by ASC 350- 40, Internal Use Software, in determining which cloud-based implementation
costs should be capitalized as assets or expensed as incurred. The internal-use software guidance requires the capitalization of
certain costs incurred during the application development stage of an internal-use software project, while requiring companies
to expense all costs incurred during preliminary project and post-implementation project stages. The standard may be applied
either prospectively to all implementation costs incurred after the adoption date or retrospectively. ASU 2018-15 is effective
for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company elected to
early adopt ASU 2018-15 on a prospective basis effective February 1, 2019. Costs eligible for capitalization are capitalized
within prepaid expenses and other assets and expensed through operating expenses in the consolidated balance sheets and
statements of operations, respectively. Prior to adoption, eligible costs were capitalized within property and equipment and
expensed through depreciation.
Changes due to Securities and Exchange Commission Regulation S-X Rules 13-01 and 13-02. In March 2020, the Securities
and Exchange Commission (“SEC”) amended Regulation S-X to create Rules 13-01 and 13-02. These new rules reduce and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
simplify financial disclosure requirements for issuers and guarantors of registered debt offerings. Previously, with limited
exceptions, a parent entity was required to provide detailed disclosures with regard to guarantors of registered debt offerings
within the footnotes to the consolidated financial statements. Under the new regulations, disclosure exceptions have been
expanded and required disclosures may be provided within Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations rather than in the notes to the financial statements. Further, summarized guarantor balance
sheet and income statements are permitted, with the requirement to provide guarantor cash flow statements eliminated.
Summarized guarantor financial statements only need be disclosed for the current fiscal year rather than all years presented in
the financial statements as was previously required. The guidance will become effective for filings on or after January 4, 2021,
with early adoption permitted.
The Company elected to early adopt the new regulations beginning with the first quarter of fiscal year 2021. Our summarized
guarantor financial statements are presented outside the audited financial statements in Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
Recent Accounting Pronouncements Yet To Be Adopted.
Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes, an update intended to simplify various aspects related to accounting for income
taxes. This guidance removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing
guidance to improve consistent application. This accounting standards update will be effective for us beginning in the first
quarter of fiscal 2022, with early adoption permitted. We do not expect the adoption to have a material impact on our
consolidated financial statements.
Reference Rate Reform on Financial Reporting. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, an update that provides optional
expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference
rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other
transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This
accounting standards update was effective upon issuance, with adoption permitted through December 31, 2022. We expect to
adopt ASC 2020-04 in the first quarter of fiscal 2022. We do not expect the adoption to have a material impact on our
consolidated financial statements.
No other new accounting pronouncements issued or effective as of January 31, 2021 have had or are expected to have a
material impact on our consolidated financial statements.
2. Customer Accounts Receivable
Customer accounts receivable consisted of the following:
(in thousands)
Customer accounts receivable (1)
Deferred fees and origination costs, net
Allowance for no-interest option credit programs
Allowance for uncollectible interest
Carrying value of customer accounts receivable
Allowance for credit losses (2)
Carrying value of customer accounts receivable, net of allowance for bad debts
Short-term portion of customer accounts receivable, net
Long-term customer accounts receivable, net
(in thousands)
Customer accounts receivable 60+ days past due (3)
Re-aged customer accounts receivable (4)
Restructured customer accounts receivable (5)
74
$
$
$
January 31,
2021
January 31,
2020
1,233,717 $
(14,212)
(11,985)
(21,427)
1,186,093
(276,610)
909,483
(478,734)
430,749 $
1,602,037
(15,746)
(14,984)
(23,662)
1,547,645
(210,142)
1,337,503
(673,742)
663,761
Carrying Value
January 31,
2021
January 31,
2020
146,820 $
306,845
178,374
193,797
455,704
211,857
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) As of January 31, 2021 and 2020, the customer accounts receivable balance included $31.1 million and $43.7 million,
respectively, in interest receivable. Net of the allowance for uncollectible interest, interest receivable outstanding as of
January 31, 2021 and 2020 was $9.7 million and $20.0 million, respectively.
(2) Our current methodology to estimate expected credit losses utilized macroeconomic forecasts as of January 31, 2021,
which incorporated the continued estimated impact of the global COVID-19 outbreak on the U.S. economy. Our forecast
utilized economic projections from a major rating service reflecting an increase in unemployment. The allowance for
credit losses as of January 31, 2020 is based on an incurred loss model, which reserves for incurred losses in the portfolio
as of January 31, 2020.
(3) As of January 31, 2021 and 2020, the carrying value of customer accounts receivable past due one day or greater was
$340.8 million and $527.0 million, respectively. These amounts include the 60+ days past due balances shown above.
(4) The re-aged carrying value as of January 31, 2021 and 2020 includes $88.0 million and $131.4 million, respectively, in
carrying value that are both 60+ days past due and re-aged.
(5) The restructured carrying value as of January 31, 2021 and 2020 includes $57.1 million and $64.8 million, respectively, in
carrying value that are both 60+ days past due and restructured.
The allowance for credit losses included in the current and long-term portion of customer accounts receivable, net as shown in
the Condensed Consolidated Balance Sheet were as follows:
(in thousands)
Customer accounts receivable - current
Allowance for credit losses for customer accounts receivable - current
Customer accounts receivable, net of allowances
Customer accounts receivable - non current
Allowance for credit losses for customer accounts receivable - non current
Long-term portion of customer accounts receivable, net of allowances
Total customer accounts receivable, net
January 31, 2021
$
$
643,903
(165,169)
478,734
563,617
(132,868)
430,749
909,483
The following presents the activity in our allowance for credit losses and uncollectible interest for customer accounts
receivable:
(in thousands)
Allowance at beginning of period
Impact of adoption ASC 326
Provision (1)
Principal charge-offs (2)(5)
Interest charge-offs
Recoveries (3)
Allowance at end of period
January 31, 2021
Customer
Accounts
Receivable
Restructured
Accounts
Total
$
$
145,680 $
95,136
185,210
(178,777)
(50,060)
22,550
219,739 $
88,124 $
3,526
80,276
(81,142)
(22,721)
10,235
78,298 $
233,804
98,662
265,486
(259,919)
(72,781)
32,785
298,037
Average total customer portfolio balance
$ 1,184,174 $
211,254 $
1,395,428
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
Allowance at beginning of period
Provision (4)
Principal charge-offs (2)
Interest charge-offs
Recoveries (2)
Allowance at end of period
January 31, 2020
Customer
Accounts
Receivable
Restructured
Accounts
$
$
147,123 $
177,250
(158,773)
(37,850)
17,930
145,680 $
67,756 $
91,356
(63,074)
(15,037)
7,123
88,124 $
Total
214,879
268,606
(221,847)
(52,887)
25,053
233,804
Average total customer portfolio balance
$ 1,367,260 $
200,618 $
1,567,878
(in thousands)
Allowance at beginning of period
Provision (4)
Principal charge-offs (2)
Interest charge-offs
Recoveries (2)
Allowance at end of period
January 31, 2019
Customer
Accounts
Receivable
Restructured
Accounts
$
$
148,856 $
174,552
(157,789)
(32,432)
13,936
147,123 $
54,716 $
74,514
(55,024)
(11,310)
4,860
67,756 $
Total
203,572
249,066
(212,813)
(43,742)
18,796
214,879
Average total customer portfolio balance
$ 1,355,011 $
171,717 $
1,526,728
(1) Includes provision for uncollectible interest, which is included in finance charges and other revenues, and changes in
expected future recoveries.
(2) Charge-offs include the principal amount of losses (excluding accrued and unpaid interest). Recoveries include the
principal amount collected during the period for previously charged-off balances. Net charge-offs are calculated as the net
of principal charge-offs and recoveries.
(3) Recoveries include the principal amount collected during the period for previously charged-off balances.
(4) Includes provision for uncollectible interest, which is included in finance charges and other revenues.
(5) The increase in bad debt charge-offs, net of recoveries, was primarily due to an increase in new customer mix and the
impact of difficulties in collection efforts related to the implementation of our new loan management system during the
fourth quarter of fiscal year 2020.
We manage our Customer Accounts Receivable portfolio using delinquency as a key credit quality indicator. The following
table presents the delinquency distribution of the carrying value of customer accounts receivable by calendar year of origination
as of January 31, 2021:
(dollars in thousands)
Delinquency Bucket
Current
1-30
31-60
61-90
91+
Total
2021
$53,855
—
—
—
—
$53,855
2020
$458,502
60,308
14,216
10,601
28,041
$571,668
2019
$249,148
61,061
17,613
13,753
52,722
$394,297
76
2018
$75,599
25,190
8,302
6,589
24,962
$140,642
Prior
$8,146
4,964
2,369
2,009
8,143
$25,631
Total
$845,250
151,523
42,500
32,952
113,868
$1,186,093
% of Total
71.2%
12.8%
3.6%
2.8%
9.6%
100.0%
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Property and Equipment
Property and equipment consist of the following:
(dollars in thousands)
Land
Buildings
Leasehold improvements
Equipment and fixtures
Finance leases
Construction in progress
Less accumulated depreciation
Estimated
Useful Lives
—
30 years
5 to 15 years
3 to 5 years
3 to 20 years
—
January 31,
2021
2020
$
1,644 $
4,115
313,926
97,407
9,027
14,702
440,821
(249,859)
1,644
4,115
285,524
92,634
8,032
8,846
400,795
(227,764)
$ 190,962 $ 173,031
Depreciation expense was approximately $41.1 million, $36.8 million and $31.6 million for the years ended January 31, 2021,
2020 and 2019, respectively. Construction in progress is comprised primarily of the construction of leasehold improvements
related to unopened retail stores and internal-use software under development. Finance lease assets primarily include retail
locations.
4. Charges and Credits
Charges and credits consisted of the following:
(in thousands)
Store and facility closure and relocation costs
Legal and professional fees, securities-related litigation, a legal judgment and other
legal matters
Indirect tax audit reserve
Employee severance
Write-off of capitalized software costs
Year Ended January 31,
2020
2021
2019
$
— $
1,933 $
—
3,589
—
2,737
—
6,326 $
—
—
—
1,209
3,142 $
5,100
1,943
737
—
7,780
$
During the year ended January 31, 2021, we recognized $3.6 million in professional fees associated with non-recurring
expenses. In addition, we recognized $2.7 million in severance costs related to a change in the executive management team.
During the year ended January 31, 2020, we recognized $3.2 million in impairments from the exiting of certain leases upon the
relocation of three distribution centers into one facility. These facility closure costs were offset by a $0.7 million gain from
increased sublease income related to the consolidation of our corporate headquarters and a $0.6 million gain from the sale of a
cross-dock. In addition, we recognized $1.2 million in impairments of software costs for a loan management system that was
abandoned during the third quarter of fiscal year 2020 related to the implementation of a new loan management system. During
the year ended January 31, 2019, we recorded a contingency reserve related to a regulatory matter, a charge related to an
increase in our indirect tax audit reserve, severance costs related to a change in the executive management team and costs
related to a judgment in favor of TF LoanCo (“TFL”) requiring Conn’s to pay approximately $4.8 million to TFL related to a
breach of contract lawsuit brought by the Company.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Finance Charges and Other Revenues
Finance charges and other revenues consisted of the following:
(in thousands)
Interest income and fees
Insurance income
Other revenues
Total finance charges and other revenues
2019
2021
Year Ended January 31,
2020
$ 303,209 $ 341,224 $ 325,136
29,556
447
$ 321,714 $ 380,451 $ 355,139
17,689
816
38,417
810
Interest income and fees and insurance income are derived from the credit segment operations, whereas other revenues are
derived from the retail segment operations. Insurance income is comprised of sales commissions from third-party insurance
companies that are recognized when coverage is sold and retrospective income paid by the insurance carrier if insurance claims
are less than earned premiums.
For the years ended January 31, 2021, 2020 and 2019, interest income and fees reflected provisions for uncollectible interest of
$63.9 million, $64.1 million and $52.0 million, respectively. The amount included in interest income and fees related to TDR
accounts for the years ended January 31, 2021, 2020 and 2019 is $37.5 million, $35.3 million and $27.2 million, respectively.
6. Debt and Financing Lease Obligations
Debt and financing lease obligations consisted of the following:
(in thousands)
Revolving Credit Facility
Senior Notes
2017-B VIE Asset-backed Class C Notes
2018-A VIE Asset-backed Class A Notes
2018-A VIE Asset-backed Class B Notes
2018-A VIE Asset-backed Class C Notes
2019-A VIE Asset-backed Class A Notes
2019-A VIE Asset-backed Class B Notes
2019-A VIE Asset-backed Class C Notes
2019-B VIE Asset-backed Class A Notes
2019-B VIE Asset-backed Class B Notes
2019-B VIE Asset-backed Class C Notes
2020-A VIE Asset-backed Class A Notes
2020-A VIE Asset-backed Class B Notes
Financing lease obligations
Total debt and financing lease obligations
Less:
Discount on debt
Deferred debt issuance costs
Current maturities of long-term debt and financing lease obligations
Long-term debt and financing lease obligations
$
January 31,
2021
52,000 $
141,172
—
—
—
—
19,521
25,069
24,202
17,860
85,540
83,270
93,326
65,200
6,072
613,232
2020
29,100
227,000
59,655
34,112
20,572
20,572
76,241
64,750
62,510
265,810
85,540
83,270
—
—
5,209
1,034,341
(524)
(3,139)
(934)
(1,404)
(6,797)
(605)
608,635 $ 1,025,535
$
Future maturities of debt, excluding financing lease obligations, as of January 31, 2021 are as follows:
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
(in thousands)
Year Ended January 31,
2022
2023
2024
2025
2026
Total
$
$
—
193,172
68,792
186,670
158,526
607,160
Senior Notes. On July 1, 2014, we issued $250.0 million of unsecured Senior Notes due July 2022 bearing interest at 7.25%,
(the “Senior Notes”) pursuant to an indenture dated July 1, 2014 (as amended, the “Indenture”), among Conn’s, Inc., its
subsidiary guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee. The effective interest rate of the
Senior Notes after giving effect to the discount and issuance costs is 7.8%.
The Indenture restricts the Company’s and certain of its subsidiaries’ ability to: (i) incur indebtedness; (ii) pay dividends or
make other distributions in respect of, or repurchase or redeem, our capital stock (“restricted payments”); (iii) prepay, redeem or
repurchase debt that is junior in right of payment to the notes; (iv) make loans and certain investments; (v) sell assets; (vi) incur
liens; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of our assets. These
covenants are subject to a number of important exceptions and qualifications. During any time when the Senior Notes are rated
investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default (as
defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we will cease to be
subject to such covenants during such period. As of January 31, 2021, $188.6 million was free from the restricted payments
covenant contained in the Indenture. Events of default under the Indenture include customary events, such as a cross-
acceleration provision in the event that we fail to make payment of other indebtedness prior to the expiration of any applicable
grace period or upon acceleration of indebtedness prior to its stated maturity date in an amount exceeding $25.0 million, as well
as in the event a judgment is entered against us in excess of $25.0 million that is not discharged, bonded or insured.
On December 28, 2020, the Company retired $85.8 million aggregate principal amount of its Senior Notes in connection with a
tender offer.
Asset-backed Notes. From time to time, we securitize customer accounts receivables by transferring the receivables to various
bankruptcy-remote VIEs. In turn, the VIEs issue asset-backed notes secured by the transferred customer accounts receivables
and restricted cash held by the VIEs.
Under the terms of the securitization transactions, all cash collections and other cash proceeds of the customer receivables go
first to the servicer and the holders of issued notes, and then to us as the holder of non-issued notes, if any, and residual equity.
We retain the servicing of the securitized portfolios and receive a monthly fee of 4.75% (annualized) based on the outstanding
balance of the securitized receivables. In addition, we, rather than the VIEs, retain all credit insurance income together with
certain recoveries related to credit insurance and repair service agreements on charge-offs of the securitized receivables, which
are reflected as a reduction to net charge-offs on a consolidated basis.
The asset-backed notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration
provided by Rule 144A under the Securities Act. If an event of default were to occur under the indenture that governs the
respective asset-backed notes, the payment of the outstanding amounts may be accelerated, in which event the cash proceeds of
the receivables that otherwise might be released to the residual equity holder would instead be directed entirely toward
repayment of the asset-backed notes, or if the receivables are liquidated, all liquidation proceeds could be directed solely to
repayment of the asset-backed notes as governed by the respective terms of the asset-backed notes. The holders of the asset-
backed notes have no recourse to assets outside of the VIEs. Events of default include, but are not limited to, failure to make
required payments on the asset-backed notes or specified bankruptcy-related events.
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The asset-backed notes outstanding as of January 31, 2021 consisted of the following:
(dollars in thousands)
Issuance
Date
Maturity
Date
Current
Principal
Amount
Original
Principal
Amount
Original
Net
Asset-Backed Notes
Proceeds (1)
2019-A Class A Notes $ 254,530 $ 253,026 $ 19,521 4/24/2019 10/16/2023
25,069 4/24/2019 10/16/2023
64,276
2019-A Class B Notes
24,202 4/24/2019 10/16/2023
61,898
2019-A Class C Notes
17,860 11/26/2019 6/17/2024
315,417
2019-B Class A Notes
85,540 11/26/2019 6/17/2024
84,916
2019-B Class B Notes
83,270 11/26/2019 6/17/2024
82,456
2019-B Class C Notes
93,326 10/16/2020 6/16/2025
173,716
2020-A Class A Notes
65,200 10/16/2020 6/16/2025
64,754
2020-A Class B Notes
Total
64,750
62,510
317,150
85,540
83,270
174,900
65,200
$ 1,107,850 $ 1,100,459 $ 413,988
Contractual
Interest Rate
3.40%
4.36%
5.29%
2.66%
3.62%
4.60%
1.71%
4.27%
Effective
Interest
Rate (2)
4.43%
4.84%
5.74%
4.32%
4.16%
4.96%
4.08%
5.12%
(1) After giving effect to debt issuance costs.
(2) For the year ended January 31, 2021, and inclusive of the impact of changes in timing of actual and expected cash flows.
On October 16, 2020, the Company completed the issuance and sale of $240.1 million aggregate principal amount of asset-
backed notes secured by the transferred customer accounts receivables and restricted cash held by a consolidated VIE, which
resulted in net proceeds to us of $238.5 million, net of debt issuance costs. Net proceeds from the offering were used to repay
indebtedness under the Company’s Revolving Credit Facility, as defined below, and for other general corporate purposes. The
asset-backed notes mature on June 16, 2025 and consist of $174.9 million of 1.71% Asset Backed Fixed Rate Notes, Class A,
Series 2020-A and $65.2 million of 4.27% Asset Backed Fixed Rate Notes, Class B, Series 2020-A. Additionally, the Company
issued $62.9 million in aggregate principal amount of 7.10% Asset Backed Fixed Rate Notes, Class C, Series 2020-A which
mature on June 16, 2025. The interest rate on the Class C, Series 2020-A Notes was reduced to 4.20% in connection with a sale
of such notes on February 24, 2021. See Note 17. Subsequent Events, for details.
Revolving Credit Facility. On May 23, 2018, Conn’s, Inc. and certain of its subsidiaries (the “Borrowers”) entered into the
Fourth Amended and Restated Loan and Security Agreement (the “Fourth Amendment”), dated as of October 30, 2015, with
certain lenders, which provides for a $650.0 million asset-based revolving credit facility (as amended, the “Revolving Credit
Facility”) under which credit availability is subject to a borrowing base and a maturity date of May 23, 2022.
The Revolving Credit Facility provides funding based on a borrowing base calculation that includes customer accounts
receivable and inventory, and provides for a $40.0 million sub-facility for letters of credit to support obligations incurred in the
ordinary course of business. The obligations under the Revolving Credit Facility are secured by substantially all assets of the
Company, excluding the assets of the VIEs. As of January 31, 2021, we had immediately available borrowing capacity of
$336.0 million under our Revolving Credit Facility, net of standby letters of credit issued of $22.5 million. We also had $239.5
million that may become available under our Revolving Credit Facility if we grow the balance of eligible customer receivables
and total eligible inventory balances.
On June 5, 2020 we entered into the Third Amendment to our Revolving Credit Facility (the “Third Amendment”). Under the
Third Amendment, loans under the Revolving Credit Facility bear interest, at our option, at a rate of LIBOR plus a margin
ranging from 3.00% to 3.75% per annum (depending on a pricing grid determined by our total leverage ratio) or the alternate
base rate plus a margin ranging from 2.00% to 2.75% per annum (depending on a pricing grid determined by our total leverage
ratio). The alternate base rate is a rate per annum equal to the greatest of the prime rate, the federal funds effective rate plus
0.5%, or LIBOR for a 30-day interest period plus 1.0%. We also pay an unused fee on the portion of the commitments that is
available for future borrowings or letters of credit at a rate ranging from 0.25% to 0.50% per annum, depending on the average
outstanding balance and letters of credit of the Revolving Credit Facility in the immediately preceding quarter. The weighted-
average interest rate on borrowings outstanding and including unused line fees under the Revolving Credit Facility was 5.9%
for the year ended January 31, 2021.
The Revolving Credit Facility places restrictions on our ability to incur additional indebtedness, grant liens on assets, make
distributions on equity interests, dispose of assets, make loans, pay other indebtedness, engage in mergers, and other matters.
The Revolving Credit Facility restricts our ability to make dividends and distributions unless no event of default exists and a
liquidity test is satisfied. Subsidiaries of the Company may pay dividends and make distributions to the Company and other
obligors under the Revolving Credit Facility without restriction. As of January 31, 2021, we were restricted from making
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
distributions, including repayments of the Senior Notes or other distributions, in excess of $240.1 million as a result of the
Revolving Credit Facility distribution restrictions. The Revolving Credit Facility contains customary default provisions, which,
if triggered, could result in acceleration of all amounts outstanding under the Revolving Credit Facility.
Debt Covenants. We were in compliance with our debt covenants at January 31, 2021. A summary of the significant financial
covenants that govern our Revolving Credit Facility compared to our actual compliance status at January 31, 2021 is presented
below:
Interest Coverage Ratio for the quarter must equal or exceed minimum
Interest Coverage Ratio for the trailing two quarters must equal or exceed minimum
Leverage Ratio must not exceed maximum
ABS Excluded Leverage Ratio must not exceed maximum
Capital Expenditures, net, must not exceed maximum
Actual
5.05:1.00
4.53:1.00
1.61:1.00
0.95:1.00
Required
Minimum/
Maximum
1.00:1.00
1.50:1.00
4.50:1.00
2.50:1.00
$34.7 million $100.0 million
All capitalized terms in the above table are defined by the Revolving Credit Facility and may or may not agree directly to the
financial statement captions in this document. The covenants are calculated quarterly, except for capital expenditures, which is
calculated for a period of four consecutive fiscal quarters, as of the end of each fiscal quarter.
7. Income Taxes
Deferred tax assets and liabilities consisted of the following:
(in thousands)
Deferred tax assets:
Allowance for doubtful accounts
Deferred revenue
Employment tax
Indirect tax reserve
Inventories
Lease liability
Stock-based compensation
Net operating loss carryforwards
Other
Total deferred tax assets
Deferred tax liabilities:
Allowance for doubtful accounts
Right-of-use asset
Vendor prepayments
Sales tax receivable
Property and equipment
Other
Total deferred tax liabilities
Net deferred tax asset
January 31,
2021
2020
$
— $
788
1,661
2,927
1,866
89,411
2,121
25,131
2,192
126,097
(9,829)
(59,725)
(1,165)
(5,085)
(40,454)
(391)
(116,649)
$
9,448 $
18,642
807
—
3,039
1,796
81,241
1,982
904
2,614
111,025
—
(54,492)
(1,147)
(4,842)
(31,627)
(318)
(92,426)
18,599
As of January 31, 2021, the Company had a tax-effected federal net operating loss carryforward of $21.1 million and tax-
effected state net operating loss carryforwards of $4.0 million. Our state net operating loss carryforwards begin to expire
starting with fiscal year 2030.
Realization of our deferred tax asset ultimately depends on the existence of sufficient taxable income, which may include future
taxable income and tax planning strategies. Based on the weight of available evidence at January 31, 2021, we believe that it is
more likely than not that we will generate sufficient taxable income to utilize our entire deferred tax asset prior to its expiration.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Provision for income taxes consisted of the following:
(in thousands)
Current:
Federal
State
Total current
Deferred:
Federal
State
Total deferred
Provision (benefit) for income taxes
Year Ended January 31,
2020
2019
2021
$
$
(47,829) $
316
(47,513)
31,083
240
31,323
(16,190) $
9,215 $
1,611
10,826
7,590
(102)
7,488
18,314 $
29,919
2,308
32,227
(9,419)
121
(9,298)
22,929
A reconciliation of the provision (benefit) for income taxes at the U.S. federal statutory tax rate and the total tax provision for
each of the periods presented in the statements of operations follows:
(in thousands)
Income tax provision (benefit) at U.S. federal statutory rate
State income taxes, net of federal benefit
Tax Act and other deferred tax adjustments
Employee benefits
Other
Provision (benefit) for income taxes
Year Ended January 31,
2020
2019
2021
$
$
(4,059) $
843
(15,009)
1,350
685
(16,190) $
15,607 $
2,011
(910)
1,873
(267)
18,314 $
20,323
2,068
—
1,096
(558)
22,929
A benefit of $14.9 million was recognized in the current period as a result of net operating loss provisions within the CARES
Act (the “Tax Act”) that provide for a five-year carryback of losses.
Federal tax returns for fiscal years subsequent to January 31, 2017, remain subject to examination. Generally, state tax returns
for fiscal years subsequent to January 31, 2017 remain subject to examination.
Changes in the balance of unrecognized tax benefits, including interest and penalties on uncertain tax positions, were as
follows:
(in thousands)
Balance at February 1
Increases related to prior year tax positions
Decreases related to prior year tax positions
Balance at January 31
Year Ended January 31,
2020
(11,625) $
—
241
(11,384) $
2021
(11,384) $
—
1,531
(9,853) $
2019
—
(12,084)
459
(11,625)
$
$
As of January 31, 2021, 2020 and 2019 there are $5.3 million, $3.5 million, and $3.5 million, respectively of unrecognized tax
benefits that, if recognized, would favorably affect the Company’s annual effective tax rate.
The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. During
the years ended January 31, 2021, 2020 and 2019, the Company recognized interest and penalties of approximately $1.0
million, $0.7 million and $0.1 million, respectively.
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8. Leases
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We lease most of our current store locations and certain of our facilities and operating equipment under operating leases. The
fixed, non-cancelable terms of our real estate leases are generally five years to fifteen years and generally include renewal
options that allow us to extend the term beyond the initial non-cancelable term. However, prior to the expiration of the existing
contract, the Company will typically renegotiate any lease contracts as opposed to continuing in the current lease under the
renewal terms. As such, the lease renewal options are not recognized as part of the right-of-use assets and liabilities. Most of
the real estate leases require payment of real estate taxes, insurance and certain common area maintenance costs in addition to
future minimum lease payments. Equipment leases generally provide for initial lease terms of three years to five years and
provide for a purchase right at the end of the lease term at the then fair market value of the equipment.
Certain operating leases contain tenant allowance provisions, which obligate the landlord to remit cash to us as an incentive to
enter into the lease agreement. We record the full amount to be remitted by the landlord as a reduction to the operating lease
right-of-use assets upon commencement of the lease and amortize the balance on a straight-line basis over the life of the lease.
Supplemental lease information is summarized below:
(in thousands)
Assets
Operating lease assets
Finance lease assets
Total leased assets
Liabilities
Operating (1)
Finance
Operating
Finance
Total lease liabilities
Balance sheet classification
Operating lease right-of-use assets
Property and equipment, net
Operating lease liability - current
Current maturities of debt and finance lease obligations
Operating lease liability - non current
Long-term debt and finance lease obligations
January 31,
2021
2020
$
$
$
$
265,798 $
5,813
271,611 $
53,958 $
934
354,598
5,138
414,628 $
242,457
5,028
247,485
47,118
605
329,081
4,604
381,408
(1) Represents the gross operating lease liability before tenant improvement allowances. As of January 31, 2021 and 2020, we
had $9.9 million and $11.7 million of tenant improvement allowances to be remitted by the landlord.
Lease Cost
(in thousands)
Operating lease costs (1)
Impairment of ROU asset
Total operating lease cost
Income statement classification
Selling, general and administrative expense
Charges and credits
Year Ended January 31,
2020
2021
$
$
63,970 $
—
63,970 $
57,501
1,933
59,434
(1) Includes short-term and variable lease costs, which are not significant.
Operating lease right-of-use assets (“ROU Assets”) and liabilities are recognized at the commencement date based on the
present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated
incremental borrowing rate based on the information available at commencement date in determining the present value of lease
payments.
Operating lease ROU Assets are regularly reviewed for impairment under the long-lived assets impairment guidance in ASC
Subtopic 360-10, Property, Plant, and Equipment - Overall. No impairment was recognized for the year ended January 31,
2021. For the year ended January 31, 2020, we recognized $1.9 million of impairments of ROU Assets on the consolidated
statement of operations from the exiting of certain leases upon relocation of three of our distribution centers into one facility.
See Note 4, Charges and Credits, for additional details.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additional details regarding the Company’s leasing activities as a lessee are presented below:
Other Information
(dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases
Weighted-average remaining lease term (in years)
Year Ended January 31,
2021
2020
$
73,983 $
69,829
Finance leases
Operating leases
Weighted-average discount rate
Finance leases
Operating leases (1)
9.5
7.2
5.1 %
7.7 %
11.2
7.1
6.1 %
8.3 %
(1) Upon adoption of ASC 842, discount rates for existing operating leases were established as of February 1, 2019.
For the years ended January 31, 2021, 2020 and 2019, total rent expense was $65.1 million, $58.1 million and $52.7 million,
respectively.
The following table presents a summary of our minimum contractual commitments and obligations as of January 31, 2021:
(in thousands)
Year ending January 31,
2022
2023
2024
2025
2026
Thereafter
Total undiscounted cash flows
Less: Interest
Total lease liabilities
9. Stock-Based Compensation
Operating
Leases
Finance
Leases
Total
$
$
83,433 $
82,826
78,176
67,984
56,372
165,334
534,125
125,569
408,556 $
1,247 $
994
1,064
900
606
3,194
8,005
1,933
6,072 $
84,680
83,820
79,240
68,884
56,978
168,528
542,130
127,502
414,628
On May 28, 2020, our stockholders approved the Conn’s, Inc. 2020 Omnibus Incentive Plan (“2020 Plan”). Upon the
effectiveness of the 2020 Plan, no further awards were, or may in the future, be granted under any of our prior plans, which
include the 2016 Omnibus Incentive Plan (“2016 Plan”), 2011 Non-Employee Director Restricted Stock Plan (“2011 Director
Plan”) and the 2003 Non-Employee Director Stock Option Plan (“2003 Director Plan”). The 2020 plan provides for the
issuance of 1,800,000 shares of Company common stock plus such number of shares as were, and may become, available under
our prior plans. As such, shares subject to an award under the 2020 Plan, the 2016 Plan, the 2011 Plan, the 2011 Director Plan,
the 2003 Director Plan or our Amended and Restated 2003 Incentive Stock Option Plan (“2003 Plan”) that lapse, expire, are
forfeited or terminated, or are settled in cash will again become available for future grant under the 2020 Plan. During fiscal
year 2021, a total of 937,514 shares were transferred to the 2020 Plan from the prior plans: 746,299 shares from the 2016
Omnibus Incentive Plan, 2,224 shares from the 2011 Omnibus Incentive Plan, and 48,991 shares from the 2011 Non-Employee
Director Restricted Stock Plan, 140,000 shares from the 2003 Non-Employee Director Stock Option Plan.
Our 2020 Plan is an equity-based compensation plan that allows for the grant of a variety of awards, including stock options,
restricted stock awards, RSUs, PSUs, stock appreciation rights and performance and cash awards. Awards are generally granted
once per year, with the amount and type of awards determined by the Compensation Committee of our Board of Directors (the
“Committee”). Stock options, RSUs and PSUs are subject to early termination provisions but generally vest over a period of
three years or four years from the date of grant. Stock options under the various plans are issued with exercise prices equal to
the market value on the date of the grant and, typically, expire ten years after the date of grant.
In the event of a change in control of the Company, as defined in the 2020 Plan, the Board of Directors of the Company
(“Board of Directors”) may cause some or all outstanding awards to fully or partially vest, either upon the change in control or
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
upon a subsequent termination of employment or service, and may provide that any applicable performance criteria be deemed
satisfied at the target or any other level. The Board of Directors may also cause outstanding awards to terminate in exchange
for a cash or stock payment or to be substituted or assumed by the surviving corporation.
As of January 31, 2021, shares authorized for future issuance were: 2,632,127 under the 2020 Plan.
Stock-Based Compensation Expense. Total stock-based compensation expense, recognized primarily in SG&A, from stock-
based compensation consisted of the following:
(in thousands)
Stock options
RSUs and PSUs
Employee stock purchase plan
Accelerated RSU expense charged to severance
Year Ended January 31,
2020
2019
2021
$
$
3,908 $
5,058
364
1,255
10,585 $
3,978 $
8,316
256
—
12,550 $
3,414
8,540
263
—
12,217
During the years ended January 31, 2021, 2020, and 2019, we recognized tax benefits related to stock-based compensation of
$2.3 million, $1.4 million and $1.7 million, respectively. As of January 31, 2021, the total unrecognized compensation cost
related to all unvested stock-based compensation awards was $7.9 million and is expected to be recognized over a weighted-
average period of 1.9 years. The total fair value of RSUs, PSUs and stock options vested during fiscal years 2021, 2020 and
2019 was $5.1 million, $8.4 million and $12.6 million, respectively, based on the market price at the vesting date.
Stock Options. No stock options were awarded during fiscal year 2021 and 2020. During fiscal year 2019, 620,166 stock
options were awarded with an exercise price of $32.35 per share. The stock options awarded vest in equal installments three
years and four years from the date of grant and expire ten years from the date of grant. The fair values of the stock options at
grant date ranged from $20.00 to $21.67 per share. The fair values of the stock option awards were determined using the
Black-Scholes option pricing model. The weighted-average assumptions for the option awards granted in fiscal year 2019
included expected volatility of 68%, an expected term of six years to seven years and risk-free interest rate of 2.69%. No
dividend yield was included in the weighted-average assumptions for the options awards granted in fiscal year 2019.
The following table summarizes the activity for outstanding stock options:
Outstanding, January 31, 2020
Granted
Exercised
Forfeited and expired
Outstanding, January 31, 2021
Vested and expected to vest, January 31, 2021
Exercisable, January 31, 2021
Shares
Under
Option
744,191 $
— $
— $
(24,025) $
720,166 $
720,166 $
100,000 $
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Life
29.73
—
—
6.81
30.49
30.49
18.98
7.0
7.0
5.9
No stock options were exercised during the year ended January 31, 2021. During the years ended January 31, 2020 and 2019,
the total intrinsic value of stock options exercised was $0.4 million and $0.4 million, respectively. The aggregate intrinsic value
of stock options outstanding, vested and expected to vest and exercisable at January 31, 2021 was approximately $0.1 million.
The total fair value of common stock options vested during fiscal years 2021, 2020 and 2019 was $0.3 million, $0.3 million and
$0.5 million, respectively, based on the market price at the vesting date.
Restricted Stock Units. The restricted stock program consists of a combination of PSUs and RSUs. As of January 31, 2021
there are two PSU awards outstanding. Under the first award, the number of PSUs issued is dependent upon a measurement of
earnings before interest, taxes, depreciation and amortization (“EBITDA”) target for the period identified in the grant, which is
two fiscal years. In the event EBITDA exceeds the respective predefined target, shares for up to a maximum of 150% of the
target award may be awarded. In the event the EBITDA falls below the respective predefined target, a reduced number of
shares may be awarded. If the EBITDA falls below the respective threshold performance level, no shares will be awarded.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Under the second PSU award the number of PSUs issued is dependent upon attainment of an annualized Total Shareholder
Return (“TSR”) target for the period identified in the award, which is three fiscal years. In the event TSR exceeds the
respective defined target, shares for up to a maximum of 150% of the target award will be awarded. In the event TSR falls
below the respective predefined target, a reduced number of shares will be awarded. If TSR falls below the respective threshold
level, no shares will be awarded. PSUs vest on predetermined schedules, which occurs over three years. RSUs vest on a
straight-line basis over their term, which is generally three years to five years.
The following table summarizes the activity for RSUs and PSUs:
Time-Based RSUs
Performance-Based RSUs
Balance, January 31, 2020
Granted
Vested and converted to common stock
Forfeited
Balance, January 31, 2021
Weighted-
Average
Grant Date
Fair Value
Weighted-
Average
Grant Date
Fair Value
Number of
Units
588,823 $
625,808 $
(336,304) $
(128,433) $
749,894 $
Number of
Units
493,894 $
270,828 $
(356,844) $
(138,298) $
269,580 $
19.92
9.17
15.93
15.32
13.53
Total Number
of Units
1,082,717
896,636
(693,148)
(266,731)
1,019,474
12.47
8.36
11.67
12.08
9.61
The total fair value of restricted and performance shares vested during fiscal years 2021, 2020 and 2019 was $4.8 million, $8.1
million, and $12.1 million, respectively, based on the market price at the vesting date. The total fair value of restricted and
performance shares granted during fiscal years 2021, 2020 and 2019 was $8.0 million, $2.9 million and $7.6 million,
respectively.
Employee Stock Purchase Plan. Our Employee Stock Purchase Plan is available to our employees, subject to minimum
employment conditions and maximum compensation limitations. At the end of each calendar quarter, employee contributions
are used to acquire shares of common stock at 85% of the lower of the fair market value of the common stock on the first or last
day of the calendar quarter. During the years ended January 31, 2021, 2020 and 2019, we issued 140,672, 53,459 and 34,922
shares of common stock, respectively, to employees participating in the plan, leaving 577,591 shares remaining reserved for
future issuance under the plan as of January 31, 2021.
10. Significant Vendors
As shown in the table below, a significant portion of our merchandise purchases were made from six vendors:
Vendor A
Vendor B
Vendor C
Vendor D
Vendor E
Vendor F
Year Ended January 31,
2020
2019
2021
28.9 %
15.4
14.0
7.8
6.8
3.1
76.0 %
33.6 %
16.3
11.0
9.6
9.5
5.7
85.7 %
25.3 %
16.1
7.0
6.7
5.2
5.0
65.3 %
The vendors shown above represent the top six vendors with the highest volume in each period shown. The same vendor may
not necessarily be represented in all periods presented.
11. Defined Contribution Plan
We have established a defined contribution 401(k) plan for eligible employees. Employees may contribute up to 50% of their
eligible pretax compensation to the plan and we match 100% of the first 3% of the employees’ contributions and an additional
50% of the next 2% of the employees’ contributions. At our option, we may make supplemental contributions to the plan, but
have not made such supplemental contributions in the past three years. Due to the COVID-19 pandemic, matching
contributions were suspended in fiscal year 2021. The matching contributions made by us totaled $1.9 million and $1.4 million
during the years ended January 31, 2020 and 2019, respectively.
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12. Contingencies
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Securities Litigation. On April 2, 2018, MicroCapital Fund, LP, MicroCapital Fund, Ltd., and MicroCapital LLC (collectively,
“MicroCapital”) filed a lawsuit against us and certain of our former executive officers in the U.S. District Court for the
Southern District of Texas, Cause No. 4:18-CV-01020 (the “MicroCapital Action”). The plaintiffs in this action allege that the
defendants made false and misleading statements or failed to disclose material facts about our credit and underwriting practices,
accounting and internal controls. Plaintiffs allege violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder, Texas and Connecticut common law fraud, and Texas common law negligent
misrepresentation against all defendants; as well as violations of section 20A of the Securities Exchange Act of 1934; and
Connecticut common law negligent misrepresentation against certain defendants arising from plaintiffs’ purchase of Conn’s,
Inc. securities between April 3, 2013 and February 20, 2014. The complaint does not specify the amount of damages sought.
The Court previously stayed the MicroCapital Action pending resolution of other outstanding litigation (In re Conn’s Inc. Sec.
Litig., Cause No. 14-CV-00548 (S.D. Tex.) (the “Consolidated Securities Action”)), which was settled in October 2018. After
that settlement, the stay was lifted, and the defendants filed a motion to dismiss plaintiff’s complaint in the MicroCapital Action
on November 6, 2018. On July 26, 2019, the magistrate judge issued a report recommending that defendants’ motion to dismiss
the complaint be granted in part and denied in part. On September 25, 2019, the district court adopted the magistrate judge’s
report, which permitted MicroCapital to file an amended complaint, which MicroCapital filed on October 30, 2019. Defendants
filed their answer to the amended complaint on November 27, 2019.
We intend to vigorously defend our interests in the MicroCapital Action. It is not possible at this time to predict the timing or
outcome of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims.
Derivative Litigation. On December 1, 2014, an alleged shareholder, purportedly on behalf of the Company, filed a derivative
shareholder lawsuit against us and certain of our current and former directors and former executive officers captioned as Robert
Hack, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former director), Bob L.
Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former
director), Brian Taylor (former executive officer) and Michael J. Poppe (former executive officer) and Conn’s, Inc., Case No.
4:14-cv-03442 (S.D. Tex.) (the “Original Derivative Action”). The complaint asserts claims for breach of fiduciary duty, unjust
enrichment, gross mismanagement, and insider trading based on substantially similar factual allegations as those asserted in the
Consolidated Securities Action. The plaintiff seeks unspecified damages against these persons and does not request any
damages from Conn’s. Setting forth substantially similar claims against the same defendants, on February 25, 2015, an
additional federal derivative action, captioned 95250 Canada LTEE, derivatively on Behalf of Conn’s, Inc. v. Wright et al.,
Cause No. 4:15-cv-00521 (S.D. Tex.), which was consolidated with the Original Derivative Action.
The Court previously approved a stipulation among the parties to stay the Original Derivative Action pending resolution of the
Consolidated Securities Action. The stay was lifted on November 1, 2018, and the defendants filed a motion to dismiss
plaintiff’s complaint. Briefing on the motion to dismiss was completed December 3, 2018. On May 29, 2019, the magistrate
judge issued a report, recommending that defendants’ motion to dismiss the complaint be granted, but recommended that the
plaintiff be permitted to replead his claims. The district court adopted the recommendation on July 5, 2019.
On July 19, 2019, plaintiff filed an amended complaint. On November 1, 2019, the magistrate judge heard argument on the
motion to dismiss and postponed certain deadlines. Adopting the report and recommendation issued by the magistrate judge on
July 22, 2020, the district court entered an order on September 25, 2020 denying defendant’s motion on the breach of fiduciary
duty claims and granting defendants’ motion on the insider trading claims. The district court also allowed plaintiff leave to
amend to add 95250 Canada LTEE, which had been omitted from the amended complaint, as a party to the case. Plaintiffs filed
a corrected amended complaint on October 21, 2020 in accordance with the district court’s order.
Another derivative action was filed on January 27, 2015, captioned as Richard A. Dohn v. Wright, et al., Cause No. 2015-
04405, in the 281st Judicial District Court, Harris County, Texas. This action makes substantially similar allegations to the
Original Derivative Action against the same defendants. This case is stayed until at least July 15, 2021.
Prior to filing a lawsuit, an alleged shareholder, Robert J. Casey II (“Casey”), submitted a demand under Delaware law, which
our Board of Directors refused. On May 19, 2016, Casey, purportedly on behalf of the Company, filed a lawsuit against us and
certain of our current and former directors and former executive officers in the 55th Judicial District Court, Harris County,
Texas, captioned as Casey, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former
director), Michael J. Poppe (former executive officer), Brian Taylor (former executive officer), Bob L. Martin, Jon E.M. Jacoby
(former director), Kelly M. Malson (former director), Douglas H. Martin, David Schofman, Scott L. Thompson (former
director) and William E. Saunders Jr., and Conn’s, Inc., Cause No. 2016-33135. The complaint asserts claims for breach of
fiduciary duties and unjust enrichment based on substantially similar factual allegations as those asserted in the Original
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Action. The complaint does not specify the amount of damages sought. This case is abated until at least July 31,
2021.
Other than Casey, none of the plaintiffs in the other derivative actions made a demand on our Board of Directors prior to filing
their respective lawsuits. The defendants in the derivative actions intend to vigorously defend against these claims. It is not
possible at this time to predict the timing or outcome of any of this litigation, and we cannot reasonably estimate the possible
loss or range of possible loss from these claims.
We are involved in other routine litigation and claims, incidental to our business from time to time which, individually or in the
aggregate, are not expected to have a material adverse effect on us. As required, we accrue estimates of the probable costs for
the resolution of these matters. These estimates have been developed in consultation with counsel and are based upon an
analysis of potential results, assuming a combination of litigation and settlement strategies. However, the results of these
proceedings cannot be predicted with certainty, and changes in facts and circumstances could impact our estimate of reserves
for litigation. The Company believes that any probable and reasonably estimable loss associated with the foregoing has been
adequately reflected in the accompanying financial statements.
13. Variable Interest Entities
From time to time, we securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote
VIEs. Under the terms of the respective securitization transactions, all cash collections and other cash proceeds of the customer
receivables go first to the servicer and the holders of the asset-backed notes, and then to the residual equity holder. We retain
the servicing of the securitized portfolio and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of
the securitized receivables, and we currently hold all of the residual equity. In addition, we, rather than the VIEs, will retain
certain credit insurance income together with certain recoveries related to credit insurance and RSAs on charge-offs of the
securitized receivables, which will continue to be reflected as a reduction of net charge-offs on a consolidated basis for as long
as we consolidate the VIEs.
We consolidate VIEs when we determine that we are the primary beneficiary of these VIEs, we have the power to direct the
activities that most significantly impact the performance of the VIEs and our obligation to absorb losses and the right to receive
residual returns are significant.
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the assets and liabilities held by the VIEs (for legal purposes, the assets and liabilities of the VIEs
will remain distinct from Conn’s, Inc.):
(in thousands)
Assets:
Restricted cash
(Due to) due from Conn’s, Inc., net
Customer accounts receivable:
Customer accounts receivable
Restructured accounts
Allowance for uncollectible accounts
Allowance for no-interest option credit programs
Deferred fees and origination costs
Total customer accounts receivable, net
Total assets
Liabilities:
Accrued expenses
Other liabilities
Long-term debt:
2017-B Class C Notes
2018-A Class A Notes
2018-A Class B Notes
2018-A Class C Notes
2019-A Class A Notes
2019-A Class B Notes
2019-A Class C Notes
2019-B Class A Notes
2019-B Class B Notes
2019-B Class C Notes
2020-A Class A Notes
2020-A Class B Notes
Less deferred debt issuance costs
Total debt
Total liabilities
January 31,
2021
January 31,
2020
$
48,622 $
(5,661)
73,214
307
509,574
105,395
(159,849)
(5,502)
(5,503)
444,115
487,076 $
838,210
147,971
(151,263)
(12,445)
(8,255)
814,218
887,739
3,707 $
4,459
5,517
7,584
—
—
—
—
19,521
25,069
24,202
17,860
85,540
83,270
93,326
65,200
413,988
(2,437)
411,551
419,717 $
59,655
34,112
20,572
20,572
76,241
64,750
62,510
265,810
85,540
83,270
—
—
773,032
(4,911)
768,121
781,222
$
$
$
The assets of the VIEs serve as collateral for the obligations of the VIEs. The holders of asset-backed notes have no recourse to
assets outside of the respective VIEs.
14. Segment Information
Operating segments are defined as components of an enterprise that engage in business activities and for which discrete
financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions
about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of
quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-
constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one
another. The retail segment operates primarily through our stores and website. Our retail segment product offerings include
furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a
wide range of price points. Our credit segment offers affordable financing solutions to a large, under-served population of
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
credit-constrained consumers who typically have limited credit alternatives. Our operating segments provide customers the
opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment
options, next day delivery and installation in the majority of our markets, and product repair service. The operating segments
follow the same accounting policies used in our consolidated financial statements.
We evaluate a segment’s performance based upon operating income before taxes. SG&A includes the direct expenses of the
retail and credit operations, allocated overhead expenses, and a charge to the credit segment to reimburse the retail segment for
expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment which benefit the
credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment
from the credit segment is calculated using an annual rate of 2.5% times the average outstanding portfolio balance for each
applicable period.
As of January 31, 2021, we operated retail stores in 15 states with no operations outside of the United States. No single
customer accounts for more than 10% of our total revenues.
Financial information by segment is presented in the following tables:
(in thousands)
Revenues:
Furniture and mattress
Home appliance
Consumer electronics
Home office
Other
Product sales
Repair service agreement commissions
Service revenues
Total net sales
Finance charges and other revenues
Total revenues
Costs and expenses:
Cost of goods sold
Selling, general and administrative expense (1)
Provision for bad debts
Charges and credits
Total costs and expenses
Operating income (loss)
Interest expense
(Gain) on extinguishment of debt
Income (loss) before income taxes
Additional Disclosures:
Property and equipment additions
Depreciation expense
(in thousands)
Total assets
$
$
$
$
$
90
Year Ended January 31, 2021
Credit
Total
Retail
322,770 $
390,964
172,932
65,405
20,960
973,031
78,838
12,442
1,064,311
816
1,065,127
668,315
335,954
443
4,092
1,008,804
56,323
—
—
56,323 $
— $
—
—
—
—
—
—
—
—
320,898
320,898
—
142,813
201,560
2,234
346,607
(25,709)
50,381
(440)
(75,650) $
322,770
390,964
172,932
65,405
20,960
973,031
78,838
12,442
1,064,311
321,714
1,386,025
668,315
478,767
202,003
6,326
1,355,411
30,614
50,381
(440)
(19,327)
55,172 $
39,968 $
824 $
1,100 $
55,996
41,068
January 31, 2021
Credit
Retail
655,666 $ 1,099,418 $ 1,755,084
Total
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
(in thousands)
Revenues:
Furniture and mattress
Home appliance
Consumer electronics
Home office
Other
Product sales
Repair service agreement commissions
Service revenues
Total net sales
Finance charges and other revenues
Total revenues
Costs and expenses:
Cost of goods sold
Selling, general and administrative expense (1)
Provision for bad debts
Charges and credits
Total costs and expenses
Operating income
Interest expense
Loss on extinguishment of debt
Income (loss) before income taxes
Additional Disclosures:
Property and equipment additions
Depreciation expense
(in thousands)
Total assets
Year Ended January 31, 2020
Credit
Total
Retail
370,931 $
360,441
221,449
73,074
16,529
1,042,424
106,997
13,814
1,163,235
810
1,164,045
697,784
346,108
905
1,933
1,046,730
117,315
—
—
117,315 $
— $
—
—
—
—
—
—
—
—
379,641
379,641
—
156,916
204,312
1,209
362,437
17,204
59,107
1,094
(42,997) $
370,931
360,441
221,449
73,074
16,529
1,042,424
106,997
13,814
1,163,235
380,451
1,543,686
697,784
503,024
205,217
3,142
1,409,167
134,519
59,107
1,094
74,318
62,244 $
35,783 $
200 $
1,058 $
62,444
36,841
January 31, 2020
Credit
Retail
641,812 $ 1,526,957 $ 2,168,769
Total
$
$
$
$
$
91
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
(in thousands)
Revenues:
Furniture and mattress
Home appliance
Consumer electronics
Home office
Other
Product sales
Repair service agreement commissions
Service revenues
Total net sales
Finance charges and other revenues
Total revenues
Costs and expenses:
Cost of goods sold
Selling, general and administrative expense (1)
Provision for bad debts
Charges and credits
Total costs and expenses
Operating income
Interest expense
Loss on extinguishment of debt
Income (loss) before income taxes
Additional Disclosures:
Property and equipment additions
Depreciation expense
(in thousands)
Total assets
Year Ended January 31, 2019
Credit
Total
Retail
$
$
$
$
$
382,975 $
332,609
262,088
86,260
14,703
1,078,635
101,928
14,111
1,194,674
447
1,195,121
702,135
328,628
1,009
2,980
1,034,752
160,369
—
—
160,369 $
— $
—
—
—
—
—
—
—
—
354,692
354,692
—
151,933
197,073
4,800
353,806
886
62,704
1,773
(63,591) $
382,975
332,609
262,088
86,260
14,703
1,078,635
101,928
14,111
1,194,674
355,139
1,549,813
702,135
480,561
198,082
7,780
1,388,558
161,255
62,704
1,773
96,778
36,110 $
30,739 $
1,384 $
845 $
37,494
31,584
January 31, 2019
Credit
Retail
405,542 $ 1,479,365 $ 1,884,907
Total
(1) For the years ended January 31, 2021, 2020 and 2019, the amount of overhead allocated to each segment reflected in
SG&A was $32.0 million, $30.0 million and $36.4 million, respectively. For the years ended January 31, 2021, 2020 and
2019, the amount of reimbursement made to the retail segment by the credit segment was $34.8 million, $39.1 million and
$38.1 million, respectively.
15. Stockholders’ Equity
Share Repurchases. On May 30, 2019, we entered into a stock repurchase program pursuant to which we had the authorization
to repurchase up to $75.0 million of our outstanding common stock. The stock repurchase program expired on May 30, 2020.
No shares were repurchased during the year ended January 31, 2021. For the year ended January 31, 2020, we repurchased
3,485,441 shares of our common stock at an average weighted cost per share of $19.02 for an aggregate amount of
$66.3 million.
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. Quarterly Information (Unaudited)
The following tables set forth certain quarterly financial data for the years ended January 31, 2021, 2020 and 2019 that have
been prepared on a consistent basis as the accompanying audited consolidated financial statements and include all adjustments
necessary for a fair presentation, in all material respects, of the information shown:
(dollars in thousands, except per share
amounts)
Revenues:
Retail Segment
Credit Segment
Total revenues
Percent of annual revenues
Costs and expenses:
Cost of goods sold
Operating income (loss):
Retail Segment
Credit Segment
Total operating income (loss)
Net income (loss)
Income (loss) per share
Basic (1)
Diluted (1)
(dollars in thousands, except per share
amounts)
Revenues:
Retail Segment
Credit Segment
Total revenues
Percent of annual revenues
Costs and expenses:
Cost of goods sold
Operating income (loss):
Retail Segment
Credit Segment
Total operating income
Net income
Income per share:
Basic (1)
Diluted (1)
Fiscal Year 2021
Quarter Ended
April 30
July 31
October 31
January 31
230,565 $
86,595
317,160 $
22.9 %
279,932 $
86,984
366,916 $
26.5 %
259,940 $
74,218
334,158 $
24.1 %
294,690
73,101
367,791
26.5 %
147,014 $
176,623 $
160,378 $
184,300
5,209 $
(67,451)
(62,242) $
(56,202) $
(1.95) $
(1.95) $
23,188 $
18,248
41,436 $
20,520 $
0.71 $
0.70 $
15,245 $
8,884
24,129 $
7,419 $
0.25 $
0.25 $
12,681
14,610
27,291
25,126
0.86
0.85
Fiscal Year 2020
Quarter Ended
April 30
July 31
October 31
January 31
262,181 $
91,331
353,512 $
22.9 %
306,265 $
94,794
401,059 $
26.0 %
280,319 $
95,808
376,127 $
24.4 %
315,280
97,708
412,988
26.7 %
157,228 $
182,065 $
170,453 $
188,038
25,897 $
13,122
39,019 $
19,509 $
0.61 $
0.60 $
36,072 $
5,702
41,774 $
19,974 $
0.64 $
0.62 $
19,598 $
10,706
30,304 $
11,469 $
0.39 $
0.39 $
35,748
(12,326)
23,422
5,052
0.18
0.17
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
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CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share
amounts)
Revenues:
Retail Segment
Credit Segment
Total revenues
Percent of annual revenues
Costs and expenses:
Cost of goods sold
Operating income (loss):
Retail Segment
Credit Segment
Total operating income
Net income
Income per share
Basic (1)
Diluted (1)
Fiscal Year 2019
Quarter Ended
April 30
July 31
October 31
January 31
$
$
$
$
$
$
$
$
275,770 $
82,617
358,387 $
23.1 %
296,411 $
88,209
384,620 $
24.8 %
284,053 $
89,771
373,824 $
24.1 %
338,887
94,095
432,982
28.0 %
166,589 $
173,627 $
166,886 $
195,033
31,169 $
1,595
32,764 $
12,732 $
0.40 $
0.39 $
39,238 $
14
39,252 $
17,011 $
0.54 $
0.53 $
35,250 $
223
35,473 $
14,630 $
0.46 $
0.45 $
54,712
(946)
53,766
29,476
0.93
0.91
(1) The sum of the quarterly earnings per share amounts may not equal the fiscal year amount due to rounding and use of
weighted-average shares outstanding.
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17. Subsequent Events
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Sale of Asset Backed Notes. On February 24, 2021, the Company completed the sale of $62.9 million aggregate principal
amount of 4.20% Asset Backed Fixed Rate Notes, Class C, Series 2020-A, which were previously issued and held by the
Company. The asset-backed notes are secured by the transferred customer accounts receivables and restricted cash held by a
consolidated VIE, which resulted in net proceeds to us of $62.5 million, net of debt issuance costs. Net proceeds from the sale
were used to repay amounts outstanding under the Company’s Revolving Credit Facility.
Amendment and Restatement of Revolving Credit Facility. On March 29, 2021 the Company entered into the Fifth
Amended and Restated Loan and Security Agreement (the “Fifth Amended and Restated Loan Agreement”), by and among the
Company, as parent and guarantor, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., as borrowers,
certain banks and financial institutions named therein, as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for
the Lenders.
The Fifth Amended and Restated Loan Agreement, among other things, (1) extended the maturity date of the existing revolving
credit facility to March 2025 (originally scheduled to mature in May 2022), (2) expanded the eligibility criteria of certain
component definitions of the borrowing base and increased the inventory advance rate thereunder, (3) changed the rates
included in the definition of Applicable Margin (as defined in the Fifth Amended and Restated Loan Agreement) and the rate
floor included in the definition of LIBOR contained in the Fifth Amended and Restated Loan Agreement, (4) permitted
borrowings under the Letter of Credit Subline (as defined in the Fifth Amended and Restated Loan Agreement) to exceed the
cap of $40 million to $100 million, solely at the discretion of the Lenders for such amounts in excess of $40 million, (5)
modified the incremental facility provisions to hardwire the ability for the borrowers to have such incremental facilities
structured as a first-in, last-out (FILO) tranche, and (6) eliminated the additional covenants and certain other restrictions placed
on the borrowers during the covenant relief period provided for under the existing revolving credit facility, which included
removing the (i) minimum liquidity covenant, (ii) minimum availability covenant, (iii) anti-cash hoarding covenant and (iv)
restrictions on (x) making acquisitions and certain other investments, (y) making certain non-ordinary course restricted
payments and (z) prepaying certain indebtedness.
The foregoing description of the Fifth Amended and Restated Loan Agreement does not purport to be complete and is qualified
in its entirety by the full text of the Fifth Amended and Restated Loan Agreement, which is filed with this Annual Report on
Form 10-K as Exhibit 10.15, which is incorporated by reference herein.
High Yield Note Redemption. On March 15, 2021, we issued a notice of redemption to holders of our Senior Notes for the
redemption of all 141,172,000 outstanding aggregate principal amount of the Senior Notes. The redemption date for the Senior
Notes will be April 15, 2021. The redemption price for the Senior Notes will be calculated in accordance with the indenture
governing the Senior Notes and will be equal to 100% of the principal amount of the Senior Notes being redeemed plus accrued
and unpaid interest to, but excluding, the redemption date. After such redemptions, no Senior Notes will remain outstanding.
We expect to fund the redemption with borrowings under our revolving credit agreement. The foregoing does not constitute a
notice of redemption with respect to the Senior Notes.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Annual Report on Form 10-K, our management conducted an assessment of the
effectiveness of our internal controls over financial reporting as of the end of the period covered by this report (under the
supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)). Based on
that assessment, 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 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.
Remediation of Previously Identified Material Weakness
As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2020
(“2020 10-K”), in connection with the preparation of our 2020 10-K, our CEO and CFO concluded that our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective because of certain
individual control deficiencies in our information technology general controls (“ITGCs”) in the areas of user access and
program change management related to the implementation of certain new financially significant applications that, when
viewed in combination, aggregated to the material weakness described in our 2020 10-K. As previously disclosed, during fiscal
year 2021, we implemented a remediation plan to address this material weakness. We believe these actions have strengthened
our ITGCs. Based on our testing of these strengthened controls, management determined that, as of January 31, 2021, we have
remediated the material weakness previously disclosed in our 2020 10-K.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred in the quarter ended January 31, 2021
that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) or Rule 15(d)-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.
Our management (under the supervision and with the participation of our principal executive officer and our principal financial
officer) assessed the effectiveness of our internal control over financial reporting as of January 31, 2021. In making this
assessment, management used the criteria established in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on our assessment and
those criteria, management believes that, as of January 31, 2021, our internal controls over financial reporting is effective.
The effectiveness of our internal control over financial reporting as of January 31, 2021 has been audited by Ernst & Young
LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.
Conn’s, Inc.
The Woodlands, Texas
March 31, 2021
96
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/s/ George L. Bchara
George L. Bchara
Executive Vice President and Chief Financial Officer
/s/ Norman Miller
Norman Miller
Chief Executive Officer and President
97
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Conn’s, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Conn’s, Inc. and subsidiaries’ internal control over financial reporting as of January 31, 2021, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Conn’s, Inc. and subsidiaries (the Company) maintained,
in all material respects, effective internal control over financial reporting as of January 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of January 31, 2021 and 2020, the related consolidated
statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended January 31, 2021,
and the related notes and our report dated March 31, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Houston, Texas
March 31, 2021
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ITEM 9B. OTHER INFORMATION.
Amendment and Restatement of Revolving Credit Facility.
On March 29, 2021 the Company entered into the Fifth Amended and Restated Loan and Security Agreement (the “Fifth
Amended and Restated Loan Agreement”), by and among the Company, as parent and guarantor, Conn Appliances, Inc., Conn
Credit I, LP and Conn Credit Corporation, Inc., as borrowers, certain banks and financial institutions named therein, as lenders,
and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders.
The Fifth Amended and Restated Loan Agreement, among other things, (1) extended the maturity date of the existing revolving
credit facility to March, 2025 (originally scheduled to mature in May, 2022), (2) expanded the eligibility criteria of certain
component definitions of the borrowing base and increased the inventory advance rate thereunder, (3) changed the rates
included in the definition of Applicable Margin (as defined in the Fifth Amended and Restated Loan Agreement) and the rate
floor included in the definition of LIBOR contained in the Fifth Amended and Restated Loan Agreement, (4) permitted
borrowings under the Letter of Credit Subline (as defined in the Fifth Amended and Restated Loan Agreement) to exceed the
cap of $40 million to $100 million, solely at the discretion of the Lenders for such amounts in excess of $40 million, (5)
modified the incremental facility provisions to hardwire the ability for the borrowers to have such incremental facilities
structured as a first-in, last-out (FILO) tranche, and (6) eliminated the additional covenants and certain other restrictions placed
on the borrowers during the covenant relief period provided for under the existing revolving credit facility, which included
removing the (i) minimum liquidity covenant, (ii) minimum availability covenant, (iii) anti-cash hoarding covenant and (iv)
restrictions on (x) making acquisitions and certain other investments, (y) making certain non-ordinary course restricted
payments and (z) prepaying certain indebtedness.
The foregoing description of the Fifth Amended and Restated Loan Agreement does not purport to be complete and is qualified
in its entirety by the full text of the Fifth Amended and Restated Loan Agreement, which is filed with this Annual Report on
Form 10-K as Exhibit 10.15, which is incorporated by reference herein.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement in connection with
the 2021 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement in connection with
the 2021 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement in connection with
the 2021 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement in connection with
the 2021 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement in connection with
the 2021 Annual Meeting of Stockholders.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of this report:
(1) Financial statements:
PART IV
See listing of financial statements included in Item 8. of this Annual Report on Form 10-K.
(2) Financial Statement Schedules:
Financial statement schedules are omitted because they are not applicable or the required information is shown in the
consolidated financial statements or notes thereto.
(3) Exhibits:
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Exhibit
Number
3.1
3.1.1
3.1.2
3.1.3
3.1.4
3.2
4.1
4.2
4.2.1
4.2.2
4.2.3
4.3
4.3.1
4.4
4.4.1
4.5
4.6
4.7
Description of Document
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)
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 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)
Certificate of Amendment to the Certificate of Incorporation of Conn’s, Inc. dated May 30, 2012
(incorporated herein by reference to Exhibit 3.1.2 to Form 10-Q for the quarterly period ended April
30, 2012 (File No. 001-34956) as filed with the Securities and Exchange Commission on June 5, 2012)
Certificate of Correction to the Certificate of Amendment to Conn’s, Inc. Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1.3 to Form 10-K for the annual period ended January
31, 2014 (File No. 001-34956) as filed with the Securities and Exchange Commission on March 27,
2014)
Certificate of Amendment to the Certificate of Incorporation of Conn’s, Inc. as filed on May 29, 2014
(incorporated herein by reference to Exhibit 3.1.4 to Form 10-Q for the quarterly period ended April
30, 2014 (File No. 001-34956) as filed with the Securities and Exchange Commission on June 2, 2014)
Third Amended and Restated Bylaws of Conn’s, Inc. effective as of December 7, 2020 (incorporated
herein by reference to exhibit 3.2 to Form 10-Q for the quarterly period ended October 31, 2020 (File
No. 001-34956) as filed with the Securities and Exchange Commission on December 4, 2020)
Specimen of certificate for shares of Conn’s, Inc.’s common stock (incorporated herein by reference to
Exhibit 4.1 to registration statement on Form S-1 (File No. 333-109046) as filed with the Securities
and Exchange Commission on October 29, 2003)
Indenture, dated as of July 1, 2014, by and among Conn’s, Inc., as issuer, the several guarantors named
therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1
to Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on July 2,
2014)
First Supplemental Indenture, dated September 10, 2015, by and among Conn’s, Inc., as issuer, the
guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by
reference to Exhibit 10.9 to Form 10-Q for the quarterly period ended October 31, 2015 (File No. 001-
34956) as filed with the Securities and Exchange Commission on December 8, 2015)
Second Supplemental Indenture, dated October 30, 2015, by and among Conn’s Inc., as issuer, the
guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by
reference to Exhibit 10.3 to Form 8-K (File No. 001-34956) as filed with the Securities and Exchange
Commission on November 2, 2015)
Form of 7.250% Senior Notes due 2022 (incorporated herein by reference to Exhibit A to Exhibit 4.1 to
Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on July 2,
2014)
Base Indenture, dated as of April 24, 2019, by and between the Issuer and the Trustee (incorporated
herein by reference to Exhibit 4.1 to Form 8-K (File No. 001-34956) as filed with the Securities and
Exchange Commission on April 25, 2019)
Series 2019-A Supplement to the Base Indenture, dated as of April 24, 2019, by and between the Issuer
and the Trustee (incorporated herein by reference to Exhibit 4.2 to Form 8-K (File No. 001-34956) as
filed with the Securities and Exchange Commission on April 25, 2019)
Base Indenture, dated as of November 26, 2019, by and between the Issuer and the Trustee
(incorporated herein by reference to Exhibit 4.1 to Form 8-K (File No. 001-34956) as filed with the
Securities and Exchange Commission on November 27, 2019)
Series 2019-B Supplement to the Base Indenture, dated as of November 26, 2019, by and between the
Issuer and the Trustee (incorporated herein by reference to Exhibit 4.2 to Form 8-K (File No. 001-
34956) as filed with the Securities and Exchange Commission on November 27, 2019)
Description of Registrant’s Securities (filed herewith)
Base Indenture, dated as of October 16, 2020, by and between the Issuer and the Trustee (incorporated
herein by reference to Exhibit 4.1 to Form 8-K (File No. 001-34956) as filed with the Securities and
Exchange Commission on October 20, 2020)
Series 2020-A Supplement to the Base Indenture, dated as of October 16, 2020, by and between the
Issuer and the Trustee (incorporated herein by reference to Exhibit 4.2 to Form 8-K (File No. 001-
34956) as filed with the Securities and Exchange Commission on October 20, 2020)
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* 10.1
* 10.1.1
* 10.1.2
* 10.2
* 10.2.1
* 10.3
* 10.3.1
* 10.4
*10.4.1
*10.4.2
*10.4.3
*10.4.4
*10.4.5
*10.4.6
* 10.5
*10.5.1
*10.5.2
Amended and Restated 2003 Incentive Stock Option Plan (incorporated herein by reference to Exhibit
10.1 to registration statement on Form S-1 (File No. 333-109046) as filed with the Securities and
Exchange Commission on September 23, 2003)
Amendment to the Conn’s, Inc. Amended and Restated 2003 Incentive Stock Option Plan (incorporated
herein by reference to Exhibit 10.1.1 to 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)
Form of Stock Option Agreement under the Amended and Restated 2003 Incentive Stock Option Plan
(incorporated herein by reference to Exhibit 10.1.2 to 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)
2011 Employee Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1.3 to Form 10-Q for
the quarterly period ended April 30, 2011 (File No. 001-34956) filed the Securities and Exchange
Commission on May 26, 2011)
Form of Restricted Stock Award Agreement under the 2011 Employee Omnibus Incentive Plan
(incorporated herein by reference to Exhibit 10.1.4 to Form 10-Q for the quarterly period ended April
30, 2011 (File No. 001-34956) as filed with the Securities and Exchange Commission on May 26,
2011)
2003 Non-Employee Director Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to
registration statement on Form S-1 (File No. 333-109046) as filed with the Securities and Exchange
Commission on September 23, 2003)
Form of Stock Option Agreement under the 2003 Non-Employee Director Stock Option Plan
(incorporated herein by reference to Exhibit 10.2.1 to 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)
2011 Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 10.2.2 to
Form 10-Q for the quarterly period ended April 30, 2011 (File No. 001-34956) as filed with the
Securities and Exchange Commission on May 26, 2011)
First Amendment to 2011 Non-Employee Director Restricted Stock Plan effective August 27, 2013
(incorporated herein by reference to Exhibit 10.1 to Form 10-Q for the quarterly period ended July 31,
2013 (File No. 001-34956) as filed with the Securities and Exchange Commission on September 5,
2013)
Form of Restricted Stock Award Agreement under the 2011 Non-Employee Director Restricted Stock
Plan (incorporated by reference to Exhibit 10.2.3 to Form 10-Q for the quarterly period ended April 30,
2011 (File No. 001-34956) as filed with the Securities and Exchange Commission on May 26, 2011)
Revised Form of Restricted Stock Award Agreement under the 2011 Non-Employee Director
Restricted Stock Plan (incorporated herein by reference to Exhibit 10.2 to Form 10-Q for the quarterly
period ended July 31, 2013 (File No. 001-34956) as filed with the Securities and Exchange
Commission on September 5, 2013)
Revised Form of Restricted Stock Award Agreement under the 2011 Non-Employee Director
Restricted Stock Plan (incorporated herein by reference to Exhibit 10.1 to Form 10-Q for the quarterly
period ended April 30, 2015 (File No. 001-34956) as filed with the Securities and Exchange
Commission on June 2, 2015)
Form of Deferral Election Form under the 2011 Non-Employee Director Restricted Stock Plan
(incorporated herein by reference to Exhibit 10.3 to Form 10-Q for the quarterly period ended July 31,
2013 (File No. 001-34956) as filed with the Securities and Exchange Commission on September 5,
2013)
Revised Form of Deferral Election Form under the 2011 Non-Employee Director Restricted Stock Plan
(incorporated herein by reference to Exhibit 10.2 to Form 10-Q for the quarterly period ended April 30,
2015 (File No. 001-34956) as filed with the Securities and Exchange Commission on June 2, 2015)
2016 Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 99.1 to registration
statement on Form S-8 (File No. 333-211584) as filed with the Securities and Exchange Commission
on May 25, 2016)
Amended 2016 Omnibus Stock Incentive Plan (incorporated herein by reference to Appendix A to
Conn’s, Inc. Definitive Proxy Statement on Schedule 14A (File No. 001-34956) as filed with the
Securities and Exchange Commission on April 17, 2017)
Form of Restricted Stock Unit Award Agreement (Time-based and Performance-based Vesting) under
the 2016 Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 to Form 10-
Q for the quarterly period ended July 31, 2016 (File No. 001-34956) as filed with the Securities and
Exchange Commission on September 8, 2016)
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Table of Contents
*10.5.3
*10.5.4
*10.5.5
*10.6
* 10.7
* 10.8
* 10.9
*10.9.1
*10.10
*10.10.1
*10.11
*10.12
*10.13
10.14
**10.15
10.16
10.17
Form of Restricted Stock Unit Award Agreement (Time-based vesting) under the 2016 Omnibus Stock
Incentive Plan (incorporated herein by reference to Exhibit 10.5 to Form 10-Q for the quarterly period
ended July 31, 2016 (File No. 001-34956) as filed with the Securities and Exchange Commission on
September 8, 2016)
Form of Performance-Based Restricted Stock Unit Award Agreement relating to fiscal year 2017
Special Equity Awards under the 2016 Omnibus Stock Incentive Plan (incorporated herein by reference
to Exhibit 10.5.3 to Form 10-K for the annual period ended January 31, 2017 (File No. 001-34956) as
filed with the Securities and Exchange Commission on April 4, 2017)
Form of Restricted Stock Unit Award Agreement relating to fiscal year 2017 Special Equity Awards
under the 2016 Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5.4 to
Form 10-K for the annual period ended January 31, 2017 (File No. 001-34956) as filed with the
Securities and Exchange Commission on April 4, 2017)
Conn’s, Inc. 2020 Omnibus Equity Plan (incorporated herein by reference to Appendix A of the
Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-34956) as filed with the
Securities and Exchange Commission on April 14, 2020)
Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.3 to registration
statement on Form S-1 (File No. 333-109046) as filed with the Securities and Exchange Commission
on September 23, 2003)
Conn’s 401(k) Retirement Savings Plan (incorporated herein by reference to Exhibit 10.4 to
registration statement on Form S-1 (File No. 333-109046) as filed with the Securities and Exchange
Commission on September 23, 2003)
Executive Severance Agreement by and between Norman Miller and Conn’s Inc., dated as of
September 7, 2015 (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-34956)
as filed with the Securities and Exchange Commission on September 9, 2015)
Letter Agreement from Conn’s, Inc. to Norman L. Miller, dated as of January 2, 2017 (incorporated by
reference to Exhibit 10.1 to Form 8-K (File No. 001-34956) filed with the Securities and Exchange
Commission on January 6, 2017)
Offer of employment from Conn’s Inc. to Lee A. Wright, dated as of May 31, 2016 (incorporated
herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-34956) filed with the Securities and
Exchange Commission on June 2, 2016)
Executive Severance Agreement by and between Lee A. Wright and Conn’s Inc., dated as of May 31,
2016 (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-34956) filed with the
Securities and Exchange Commission on June 2, 2016)
Offer of employment from Conn’s Inc. to George Bchara, dated as of December 9, 2016 (incorporated
by reference to Exhibit 10.1 to Form 8-K (File No. 001-34956) filed with the Securities and Exchange
Commission on December 14, 2016)
Executive Severance Agreement by and between Rodney Lastinger and Conn’s Inc., dated as of June 3,
2019 (incorporated herein by reference to Exhibit 10.1 to Form 10-Q (File No. 001-34956) filed with
the Securities and Exchange Commission on September 3, 2019)
Executive Severance Plan (incorporated herein by reference to Exhibit 10.14 to Form 10-Q for the
quarterly period ended October 31, 2014 (File No. 001-34956) as filed with the Securities and
Exchange Commission on December 8, 2015)
Amended and Restated Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 to
Form 10-Q for the quarterly period ended July 31, 2020 (File No. 001-34956) as filed with the
Securities and Exchange Commission on September 3, 2020)
Fifth Amended and Restated Loan Agreement, dated March 29, 2021, by and among the Company, as
parent and guarantor, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., as
borrowers, certain banks and financial institutions named therein, as lenders, and Bank of America
N.A., in its capacity as agent for lenders (filed herewith)
Omnibus Amendment and Reaffirmation of Existing Ancillary Documents, dated as of October 30,
2015, by and among Conn’s Inc., Conn Appliances, Inc., Conn Credit I, LP, and Conn Credit
Corporation, Inc., the guarantors party thereto and Bank of America, N.A., in its capacity as agent for
lenders (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-34956) as filed
with the Securities and Exchange Commission on November 2, 2015)
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.16 to registration
statement on Form S-1 (file no. 333-109046) as filed with the Securities and Exchange Commission on
September 23, 2003)
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10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
Note Purchase Agreement, dated December 12, 2017, by and among Conn’s Inc., Conn’s Receivables
Funding 2017-B, LLC, Conn Appliances, Inc., Credit Suisse Securities (USA) LLC, JP Morgan
Securities LLC, MUFG Securities Americas Inc. and Deutsche Bank Securities Inc., as initial
purchasers (incorporated herein by reference to Exhibit 1.1 to Form 8-K (File No. 001-34956) as filed
with the Securities and Exchange Commission on December 26, 2017)
First Receivables Purchase Agreement, dated December 20, 2017, by and between Conn Credit I, L.P.
and Conn Appliances Receivables Funding, LLC (incorporated herein by reference to Exhibit 10.1 to
Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on December
26, 2017)
Second Receivables Purchase Agreement, dated December 20, 2017, by and between Conn Credit I,
L.P. and Conn Appliances Receivables Fund, LLC (incorporated herein by reference to Exhibit 10.2 to
Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on December
26, 2017)
Purchase and Sale Agreement, dated December 20, 2017 by and between Conn Appliances Receivables
Funding, LLC and Conn’s Receivables 2017-B Trust (incorporated herein by reference to Exhibit 10.3
to Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on December
26, 2017)
Servicing Agreement dated as of December 20, 2017, among Conn’s Receivables Funding 2017-B,
LLC, Conn’s Receivables 2017-B Trust, Conn Appliances, Inc. and Wilmington Trust, National
Association (incorporated herein by reference to Exhibit 10.4 to Form 8-K (File No. 001-34956) as
filed with the Securities and Exchange Commission on December 26, 2017)
First Receivables Purchase Agreement, dated August 15, 2018, by and between the Seller and the
Depositor (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-34956) as filed
with the Securities and Exchange Commission on August 17, 2018)
Second Receivables Purchase Agreement, dated August 15, 2018, by and between the Seller and the
Receivables Trust (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-34956)
as filed with the Securities and Exchange Commission on August 17, 2018)
Purchase and Sale Agreement, dated August 15, 2018, by and between the Seller and the Receivables
Trust (incorporated herein by reference to Exhibit 10.3 to Form 8-K (File No. 001-34956) as filed with
the Securities and Exchange Commission on August 17, 2018)
Servicing Agreement dated as of August 15, 2018, by and among the Issuer, the Receivables Trust, the
Servicer and the Trustee (incorporated herein by reference to Exhibit 10.4 to Form 8-K (File No. 001-
34956) as filed with the Securities and Exchange Commission on August 17, 2018)
First Receivables Purchase Agreement, dated April 24, 2019, by and between the Seller and the
Depositor (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-34956) as filed
with the Securities and Exchange Commission on April 25, 2019)
Second Receivables Purchase Agreement, dated April 24, 2019, by and between the Seller and the
Receivables Trust (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-34956)
as filed with the Securities and Exchange Commission on April 25, 2019)
Purchase and Sale Agreement, dated April 24, 2019, by and between the Seller and the Receivables
Trust (incorporated herein by reference to Exhibit 10.3 to Form 8-K (File No. 001-34956) as filed with
the Securities and Exchange Commission on April 25, 2019)
Servicing Agreement dated as of April 24, 2019, by and among the Issuer, the Receivables Trust, the
Servicer and the Trustee (incorporated herein by reference to Exhibit 10.4 to Form 8-K (File No. 001-
34956) as filed with the Securities and Exchange Commission on April 25, 2019)
Note Purchase Agreement, dated November 19, 2019, by and among Conn Appliances, Inc., Conn’s
Receivables Funding 2019-B, LLC, Conn Appliances Receivables Funding, LLC, Conn’s, Inc. and the
Initial Purchasers (incorporated herein by reference to Exhibit 1.1 to Form 8-K (File No. 001-34956) as
filed with the Securities and Exchange Commission on November 22, 2019)
First Receivables Purchase Agreement, dated November 26, 2019, by and between the Seller and the
Depositor (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-34956) as filed
with the Securities and Exchange Commission on November 27, 2019)
Second Receivables Purchase Agreement, dated November 26, 2019, by and between the Seller and the
Receivables Trust (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-34956)
as filed with the Securities and Exchange Commission on November 27, 2019)
Purchase and Sale Agreement, dated November 26, 2019, by and between the Seller and the
Receivables Trust (incorporated herein by reference to Exhibit 10.3 to Form 8-K (File No. 001-34956)
as filed with the Securities and Exchange Commission on November 27, 2019)
Servicing Agreement dated as of November 26, 2019, by and among the Issuer, the Receivables Trust,
the Servicer and the Trustee (incorporated herein by reference to Exhibit 10.4 to Form 8-K (File No.
001-34956) as filed with the Securities and Exchange Commission on November 27, 2019)
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10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
*10.44
21
23.1
31.1
31.2
32.1
101
104
Note Purchase Agreement, dated October 9, 2020, by and among Conn Appliances, Inc., Conn’s
Receivables Funding 2020-A, LLC, Conn Appliances Receivables Funding, LLC, Conn’s, Inc. and the
Initial Purchasers (incorporated herein by reference to Exhibit 1.1 to Form 8-K (File No. 001-34956) as
filed with the Securities and Exchange Commission on October 13, 2020)
First Receivables Purchase Agreement, dated October 16, 2020, by and between the Seller and the
Depositor (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-34956) as filed
with the Securities and Exchange Commission on October 20, 2020)
Second Receivables Purchase Agreement, dated October 16, 2020, by and between the Seller and the
Receivables Trust (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-34956)
as filed with the Securities and Exchange Commission on October 20, 2020)
Purchase and Sale Agreement, dated October 16, 2020, by and between the Seller and the Receivables
Trust (incorporated herein by reference to Exhibit 10.3 to Form 8-K (File No. 001-34956) as filed with
the Securities and Exchange Commission on October 20, 2020)
Servicing Agreement dated as of October 16, 2020, by and among the Issuer, the Receivables Trust, the
Servicer and the Trustee (incorporated herein by reference to Exhibit 10.4 to Form 8-K (File No. 001-
34956) as filed with the Securities and Exchange Commission on October 20, 2020)
Third Omnibus Amendment, dated as of February 6, 2018, among Conn’s Receivables Warehouse,
LLC, Conn Appliances, Inc., Wells Fargo Bank, National Association, Credit Suisse AG, New York
Branch, Conn’s Receivables Warehouse Trust, Conn Appliances Receivables Funding, LLC, Credit
Suisse AG, Cayman Islands Branch and Conn Credit I, LP. (incorporated herein by reference to Exhibit
10.1 to Form 8-K/A (File No. 001-34956) as filed with the Securities and Exchange Commission on
February 13, 2018)
Fourth Omnibus Amendment, dated as of July 9, 2018, among Conn’s Receivables Warehouse, LLC,
Conn Appliances, Inc., Wells Fargo Bank, National Association, Credit Suisse AG, New York Branch,
Conn’s Receivables Warehouse Trust, Conn Appliances Receivables Funding, LLC, Credit Suisse AG,
Cayman Islands Branch and Conn Credit I, LP (incorporated herein by reference to Exhibit 10.1 to
Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on July 12,
2018)
Master Services Agreement for Professional Services, dated April 14, 2020, between Conn Appliances,
Inc. and John Davis (incorporated herein by reference to Exhibit 10.2 to Form 10-Q (File No. 001-
34956) as filed with the Securities and Exchange Commission on June 9, 2020)
General Release and Waiver, dated as of January 29, 2021, between Conn’s, Inc. and Lee Wright (filed
herewith)
Subsidiaries of Conn’s, Inc. (filed herewith)
Consent of Ernst & Young LLP (filed herewith)
Rule 13a-14(a)/15d-14(a) Certification (Chief Executive Officer) (filed herewith)
Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer) (filed herewith)
Section 1350 Certification (Chief Executive Officer and Chief Financial Officer) (furnished herewith)
The following financial information from our Annual Report on Form 10-K for the annual period
ended January 31, 2021, filed with the SEC on March 31, 2021, formatted in Inline Extensible
Business Reporting Language (iXBRL): (i) consolidated balance sheets as of January 31, 2021 and
2020, (ii) consolidated statements of operations for the fiscal years ended January 31, 2021, 2021 and
2020, (iii) consolidated statements of comprehensive income for the fiscal years ended January 31,
2021, 2020 and 2019, (iv) consolidated statements of stockholders’ equity for the fiscal years ended
January 31, 2021, 2020 and 2019, (v) consolidated statements of cash flows for the fiscal years ended
January 31, 2021, 2020 and 2019, and (vi) notes to consolidated financial statements
Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in
Exhibit 101)
* Management contract or compensatory plan or arrangement.
** Schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request
by the SEC.
ITEM 16.
FORM 10-K SUMMARY.
None.
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Table of Contents
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date:
March 31, 2021
CONN’S, INC.
(Registrant)
By:
/s/ Norman Miller
Norman Miller
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Norman Miller
Norman Miller
/s/ George L. Bchara
George L. Bchara
/s/ Ryan R. Nelson
Ryan R. Nelson
/s/ Bob L. Martin
Bob L. Martin
/s/ William E. Saunders Jr.
William E. Saunders Jr.
/s/ Douglas H. Martin
Douglas H. Martin
/s/ David Schofman
David Schofman
/s/ James Haworth
James Haworth
/s/ Oded Shein
Oded Shein
/s/ Sue Gove
Sue Gove
Chairman of the Board, Chief Executive Officer and
President
(Principal Executive Officer)
March 31, 2021
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
106