Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies |
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Basis of Presentation. The accompanying unaudited, condensed consolidated financial statements of Conn’s, Inc. and its wholly-owned subsidiaries (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature, except as otherwise described herein. The Company’s business is moderately seasonal, with a higher portion of sales and operating profit realized during the quarter that ends January 31, due primarily to the holiday selling season. Operating results for the nine months ended October 31, 2014 are not necessarily indicative of the results that may be expected for the full fiscal year ending January 31, 2015. The Company’s balance sheet at January 31, 2014 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, filed with the United States Securities and Exchange Commission (the "SEC") on March 27, 2014. |
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Principles of Consolidation. The consolidated financial statements include the accounts of Conn’s, Inc. and its wholly-owned subsidiaries. Conn’s, Inc. is a holding company with no independent assets or operations other than its investments in its subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. |
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In April 2012, the Company transferred certain customer receivables to a bankruptcy-remote, variable-interest entity (“VIE”) in connection with a securitization. The VIE, which was consolidated within the accompanying financial statements, issued debt secured by the customer receivables that were transferred to it, which were included in customer accounts receivable and long-term portion of customer accounts receivable. On April 15, 2013, the VIE redeemed the then outstanding asset-backed notes and the remaining customer receivables were transferred back to the Company. |
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Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
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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. Diluted earnings per share include the dilutive effects of any stock options and restricted stock units granted, to the extent not anti-dilutive, which is calculated using the treasury-stock method. The following table sets forth the shares outstanding for the earnings per share calculations: |
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| Three Months Ended | | Nine Months Ended |
October 31, | October 31, |
(in thousands) | 2014 | | 2013 | | 2014 | | 2013 |
Weighted average common shares outstanding - Basic | 36,265 | | | 35,955 | | | 36,203 | | | 35,686 | |
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Assumed exercise of stock options | — | | | 790 | | | 587 | | | 892 | |
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Unvested restricted stock units | — | | | 220 | | | 138 | | | 217 | |
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Weighted average common shares outstanding - Diluted | 36,265 | | | 36,965 | | | 36,928 | | | 36,795 | |
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For the three months ended October 31, 2014, 744,000 stock options and restricted stock units were excluded from the calculation of diluted earnings per share due to their anti-dilutive effect on the loss for the period. For the nine months ended October 31, 2014, 92,000 shares of stock options and restricted stock units were outstanding but were not included in the calculation of diluted earnings per share due to their anti-dilutive effect. There were no anti-dilutive stock options or restricted stock units for the three and nine months ended October 31, 2013. |
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Fair Value of Financial Instruments. The Company determines the fair value of its assets and liabilities subject to fair value measurement by using the highest possible “Level” based on a hierarchy defined as follows: |
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• | Level 1 – Quoted prices available in active markets for identical assets or liabilities | | | | | | | | | | |
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• | Level 2 – Pricing inputs not quoted in active markets but either directly or indirectly observable | | | | | | | | | | |
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• | Level 3 – Significant inputs to pricing that have little or no transparency with inputs requiring significant management judgment or estimation. | | | | | | | | | | |
The fair value of cash and cash equivalents and accounts payable approximate their carrying amounts because of the short maturity of these instruments. The fair value of customer accounts receivables, determined using a Level 3 discounted cash flow analysis, approximates their carrying amount. The fair value of the Company’s asset based, revolving credit facility, using Level 2 inputs, approximates carrying value. At October 31, 2014, the fair value of the Company's 7.25% senior notes which was determined using Level 1 inputs was $215.0 million as compared to the carrying value of $250.0 million, excluding the impact of the related discount. |
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Stockholders' Equity. On May 29, 2014, following approval by its stockholders on May 28, 2014, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock, par value of $0.01 per share, from 50,000,000 shares of common stock to 100,000,000 shares of common stock. |
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Stockholders' Rights Plan. On October 6, 2014, the Company adopted a one-year stockholders' rights plan whereby the Board of Directors of the Company ("Board of Directors") declared a dividend of one right for each outstanding share of the Company's common stock to stockholders of record on October 16, 2014. Each right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock at a price of $155.00 per right. The rights are not presently exercisable and remain attached to the shares of common stock until the occurrence of certain triggering events. Subject to certain exceptions, the rights will separate from the shares of common stock and a distribution date will be deemed to occur on the earlier of (i) the tenth business day after a public announcement or filing that a person or group has become a beneficial owner of 10% or more of the Company's outstanding common stock after the adoption of the stockholders’ rights plan, or (ii) the tenth business day (or such later date as the Board of Directors may determine) after the commencement of, or announcement of an intention to commence, a tender or exchange offer that, if consummated, would result in a person or group becoming a beneficial owner of 10% or more of the Company's outstanding common stock. The rights will expire on October 5, 2015, unless exercised, redeemed or exchanged prior to that time. The Board of Directors may terminate the rights plan before the expiration date or extend the expiration date. The rights have no voting or dividend privileges, and, unless and until they become exercisable, have no dilutive effect on the earnings of the Company. |
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Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, which provides a single comprehensive accounting standard for revenue recognition for contracts with customers and supersedes current guidance. Upon adoption of ASU 2014-09, entities are required to recognize revenue using the following comprehensive model: (1) identify contracts with customers, (2) identify the performance obligations in contracts, (3) determine transaction price, (4) allocate the transaction price to the performance obligations, and (5) recognize revenue as each performance obligation is satisfied. ASU 2014-09 is effective for the Company beginning in the first quarter of fiscal 2018 and will result in retrospective application, either in the form of recasting all prior periods presented or a cumulative adjustment to equity in the period of adoption. The Company is currently assessing the impact the new standard will have on its financial statements. |