Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2019 | Dec. 03, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CONNS INC | |
Entity Central Index Key | 0001223389 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 28,697,445 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2019 | Jan. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 4,672 | $ 5,912 |
Restricted cash (includes VIE balances of $47,472 and $57,475, respectively) | 49,247 | 59,025 |
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 666,922 | 652,769 |
Other accounts receivable | 66,748 | 67,078 |
Inventories | 247,614 | 220,034 |
Income taxes receivable | 1,688 | 407 |
Prepaid expenses and other current assets | 10,861 | 9,169 |
Total current assets | 1,047,752 | 1,014,394 |
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 660,521 | 686,344 |
Property and equipment, net | 172,341 | 148,983 |
Operating lease assets | 240,879 | 0 |
Deferred income taxes | 22,908 | 27,535 |
Other assets | 12,424 | 7,651 |
Total assets | 2,156,825 | 1,884,907 |
Current liabilities: | ||
Current maturities of debt and finance lease obligations (includes VIE balances of $0 and $53,635, respectively) | 607 | 54,109 |
Accounts payable | 85,908 | 71,118 |
Accrued compensation and related expenses | 15,187 | 27,052 |
Accrued expenses | 59,406 | 54,381 |
Operating lease liability - current | 38,541 | 0 |
Income taxes payable | 2,184 | 8,902 |
Deferred revenues and other credits | 10,998 | 22,006 |
Total current liabilities | 212,831 | 237,568 |
Deferred rent | 0 | 93,127 |
Operating lease liability - non current | 322,248 | 0 |
Long-term debt and finance lease obligations (includes VIE balances of $438,513 and $407,993, respectively) | 965,063 | 901,222 |
Other long-term liabilities | 26,306 | 33,015 |
Total liabilities | 1,526,448 | 1,264,932 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock ($0.01 par value, 1,000,000 shares authorized; none issued or outstanding) | 0 | 0 |
Common stock ($0.01 par value, 100,000,000 shares authorized; 32,037,932 and 31,788,162 shares issued, respectively) | 320 | 318 |
Treasury Stock, Value | (59,071) | 0 |
Additional paid-in capital | 119,870 | 111,185 |
Retained earnings | 569,258 | 508,472 |
Total stockholders’ equity | 630,377 | 619,975 |
Total liabilities and stockholders’ equity | $ 2,156,825 | $ 1,884,907 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2019 | Jan. 31, 2019 |
Restricted cash, VIE balance | $ 49,247 | $ 59,025 |
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 666,922 | 652,769 |
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 660,521 | $ 686,344 |
Long-term debt | $ 441,090 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 32,037,932 | 31,788,162 |
Treasury Stock, Shares | 3,136,665 | 0 |
Variable Interest Entity [Member] | ||
Restricted cash, VIE balance | $ 47,472 | $ 57,475 |
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 190,778 | 324,064 |
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 286,395 | 230,901 |
Long-term debt | 438,618 | 407,993 |
Non-Guarantor Subsidiaries | ||
Restricted cash, VIE balance | 47,472 | 57,475 |
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 190,778 | 324,064 |
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 286,395 | 230,901 |
Non-Guarantor Subsidiaries | Variable Interest Entity [Member] | ||
Long-term debt | 438,618 | |
Warehouse Notes [Member] | ||
Long-term debt | 0 | 53,635 |
Warehouse Notes [Member] | Variable Interest Entity [Member] | ||
Current maturities of long-term debt and capital lease obligations, VIE balance | $ 0 | $ 53,635 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenues: | ||||
Other Income | $ 97,586 | $ 89,950 | $ 284,116 | $ 260,888 |
Total revenues | 377,708 | 373,824 | 1,132,279 | 1,116,831 |
Total Net Sales | 280,122 | 283,874 | 848,163 | 855,943 |
Costs and expenses: | ||||
Cost of goods sold | 170,453 | 166,886 | 509,746 | 507,102 |
Selling, general and administrative expense | 125,608 | 118,380 | 371,006 | 353,948 |
Provision for bad debts | 42,586 | 47,548 | 132,368 | 142,455 |
Charges and credits | 3,837 | 5,537 | 3,142 | 5,837 |
Total costs and expenses | 342,484 | 338,351 | 1,016,262 | 1,009,342 |
Operating income | 35,224 | 35,473 | 116,017 | 107,489 |
Interest expense | 15,051 | 15,098 | 43,944 | 47,484 |
Loss on extinguishment of debt | 0 | 0 | 0 | 1,773 |
Income before income taxes | 20,173 | 20,375 | 72,073 | 58,232 |
Provision for income taxes | 5,030 | 5,745 | 17,447 | 13,859 |
Net income | $ 15,143 | $ 14,630 | $ 54,626 | $ 44,373 |
Income per share: | ||||
Basic (in dollars per share) | $ 0.52 | $ 0.46 | $ 1.77 | $ 1.40 |
Diluted (in dollars per share) | $ 0.51 | $ 0.45 | $ 1.74 | $ 1.38 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 29,094,062 | 31,712,862 | 30,796,114 | 31,636,270 |
Diluted (in shares) | 29,710,740 | 32,321,874 | 31,353,834 | 32,251,952 |
Product [Member] | ||||
Revenues: | ||||
Total revenues | $ 250,233 | $ 256,731 | $ 759,256 | $ 773,224 |
RSA Commission [Member] | ||||
Revenues: | ||||
Total revenues | 26,478 | 23,579 | 78,149 | 72,104 |
Service [Member] | ||||
Revenues: | ||||
Total revenues | $ 3,411 | $ 3,564 | $ 10,758 | $ 10,615 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] |
Balance (in shares) at Jan. 31, 2018 | 31,435,775 | ||||
Balance at Jan. 31, 2018 | $ 535,068 | $ 314 | $ 101,087 | $ 433,667 | |
Exercise of options and vesting of restricted stock, net of tax (in shares) | 143,021 | ||||
Exercise of options and vesting of restricted stock, net of withholding tax | (1,848) | $ 2 | (1,850) | ||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 8,031 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 226 | 226 | |||
Stock-based compensation | 2,520 | 2,520 | |||
Net income | 12,732 | 12,732 | |||
Balance (in shares) at Apr. 30, 2018 | 31,586,827 | ||||
Balance at Apr. 30, 2018 | 549,655 | $ 316 | 101,983 | 447,356 | |
Balance (in shares) at Jan. 31, 2018 | 31,435,775 | ||||
Balance at Jan. 31, 2018 | 535,068 | $ 314 | 101,087 | 433,667 | |
Net income | 44,373 | ||||
Balance (in shares) at Oct. 31, 2018 | 31,726,635 | ||||
Balance at Oct. 31, 2018 | 587,034 | $ 317 | 107,720 | 478,997 | |
Balance (in shares) at Apr. 30, 2018 | 31,586,827 | ||||
Balance at Apr. 30, 2018 | 549,655 | $ 316 | 101,983 | 447,356 | |
Exercise of options and vesting of restricted stock, net of tax (in shares) | 100,018 | ||||
Exercise of options and vesting of restricted stock, net of withholding tax | (273) | (274) | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 7,569 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 213 | 213 | |||
Stock-based compensation | 3,419 | 3,042 | |||
Net income | 17,011 | 17,011 | |||
Balance (in shares) at Jul. 31, 2018 | 31,694,414 | ||||
Balance at Jul. 31, 2018 | 569,648 | $ 317 | 104,964 | 464,367 | |
Exercise of options and vesting of restricted stock, net of tax (in shares) | 24,585 | ||||
Exercise of options and vesting of restricted stock, net of withholding tax | (411) | (411) | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 7,636 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 215 | 215 | |||
Stock-based compensation | 2,952 | 2,952 | |||
Net income | 14,630 | 14,630 | |||
Balance (in shares) at Oct. 31, 2018 | 31,726,635 | ||||
Balance at Oct. 31, 2018 | 587,034 | $ 317 | 107,720 | 478,997 | |
Balance (in shares) at Jan. 31, 2019 | 31,788,162 | 0 | |||
Balance at Jan. 31, 2019 | 619,975 | $ 318 | 111,185 | 508,472 | $ 0 |
Exercise of options and vesting of restricted stock, net of tax (in shares) | 136,206 | ||||
Exercise of options and vesting of restricted stock, net of withholding tax | (1,240) | $ 1 | (1,241) | ||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 12,158 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 198 | 198 | |||
Stock-based compensation | 3,217 | 3,217 | |||
Net income | 19,509 | 19,509 | |||
Balance (in shares) at Apr. 30, 2019 | 31,936,526 | 0 | |||
Balance at Apr. 30, 2019 | 647,819 | $ 319 | 113,359 | 534,141 | $ 0 |
Balance (in shares) at Jan. 31, 2019 | 31,788,162 | 0 | |||
Balance at Jan. 31, 2019 | 619,975 | $ 318 | 111,185 | 508,472 | $ 0 |
Net income | 54,626 | ||||
Balance (in shares) at Oct. 31, 2019 | 32,037,932 | (3,136,665) | |||
Balance at Oct. 31, 2019 | 630,377 | $ 320 | 119,870 | 569,258 | $ (59,071) |
Balance (in shares) at Apr. 30, 2019 | 31,936,526 | 0 | |||
Balance at Apr. 30, 2019 | 647,819 | $ 319 | 113,359 | 534,141 | $ 0 |
Exercise of options and vesting of restricted stock, net of tax (in shares) | 51,384 | ||||
Exercise of options and vesting of restricted stock, net of withholding tax | (326) | $ 1 | (327) | ||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 12,638 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 194 | 194 | |||
Stock-based compensation | 3,042 | 3,419 | |||
Stock Repurchased During Period, Shares | (1,874,846) | ||||
Stock Repurchased During Period, Value | (34,344) | $ (34,344) | |||
Net income | 19,974 | 19,974 | |||
Balance (in shares) at Jul. 31, 2019 | 32,000,548 | (1,874,846) | |||
Balance at Jul. 31, 2019 | 636,736 | $ 320 | 116,645 | 554,115 | $ (34,344) |
Exercise of options and vesting of restricted stock, net of tax (in shares) | 19,043 | ||||
Exercise of options and vesting of restricted stock, net of withholding tax | (211) | (211) | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 18,341 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 220 | 220 | |||
Stock-based compensation | 3,216 | 3,216 | |||
Stock Repurchased During Period, Shares | (1,261,819) | ||||
Stock Repurchased During Period, Value | (24,727) | $ (24,727) | |||
Net income | 15,143 | 15,143 | |||
Balance (in shares) at Oct. 31, 2019 | 32,037,932 | (3,136,665) | |||
Balance at Oct. 31, 2019 | $ 630,377 | $ 320 | $ 119,870 | $ 569,258 | $ (59,071) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 54,626 | $ 44,373 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation | 27,171 | 23,262 |
Amortization of Right of Use Asset | 20,588 | 0 |
Amortization of debt issuance costs | 6,410 | 8,795 |
Provision for bad debts and uncollectible interest | 174,230 | 179,702 |
Stock-based compensation expense | 9,852 | 8,514 |
Costs and Impairment Charges Related to Store Closings | 3,142 | 0 |
Deferred income taxes | 3,180 | (1,847) |
Loss (gain) on sale/disposal of property and equipment | 68 | (620) |
Tenant improvement allowances received from landlords | 19,685 | 9,532 |
Change in operating assets and liabilities: | ||
Customer accounts receivable | (162,075) | (176,195) |
Other accounts receivables | (3,138) | 10,589 |
Inventories | (27,581) | (15,269) |
Other assets | (7,994) | 16,427 |
Accounts payable | 14,313 | 35,357 |
Accrued expenses | (8,823) | 13,505 |
Increase (Decrease) in Operating Lease Liabilities | (24,703) | |
Income taxes | (6,744) | 36,205 |
Deferred revenues and other credits | 322 | (10,236) |
Net cash provided by operating activities | 92,529 | 182,094 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (48,324) | (22,609) |
Proceeds from Sale of Property, Plant, and Equipment | 724 | 0 |
Net cash used in investing activities | (47,600) | (22,609) |
Cash flows from financing activities: | ||
Proceeds from issuance of asset-backed notes | 381,790 | 358,300 |
Payments on asset-backed notes | (351,424) | (619,674) |
Borrowings from revolving credit facility | 1,247,195 | 1,266,333 |
Payments on revolving credit facility | (1,215,395) | (1,260,283) |
Borrowings from warehouse facility | 0 | 173,286 |
Payments on warehouse facility | (53,635) | (88,876) |
Payments of debt issuance costs and amendment fees | (3,416) | (7,381) |
Proceeds from stock issued under employee benefit plans | 835 | 1,055 |
Tax payments associated with equity-based compensation transactions | (2,009) | (2,931) |
Payment from extinguishment of debt | 0 | (1,177) |
Payments for Repurchase of Common Stock | (59,071) | 0 |
Other | (817) | (760) |
Net cash used in financing activities | (55,947) | (182,108) |
Net change in cash, cash equivalents and restricted cash | (11,018) | (22,623) |
Cash, cash equivalents and restricted cash, beginning of period | 64,937 | 96,158 |
Cash, cash equivalents and restricted cash, end of period | 53,919 | 73,535 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new finance lease liabilities | 1,110 | 0 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 56,743 | 0 |
Property and equipment purchases not yet paid | 8,558 | 5,454 |
Supplemental cash flow data: | ||
Cash interest paid | 33,496 | 33,854 |
Cash income taxes paid, net | $ 17,119 | $ (20,468) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Business. Conn’s, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its investments in its subsidiaries. References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc. and, as apparent from the context, its subsidiaries. Conn’s is a leading specialty retailer that offers a broad selection of quality, branded durable consumer goods and related services in addition to proprietary credit solutions for its core credit-constrained consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. We operate two reportable segments: retail and credit. Our retail stores bear the “Conn’s HomePlus” name with all of our stores providing the same products and services to a common customer group. Our stores follow the same procedures and methods in managing their operations. Our retail business and credit business are operated independently from each other. The credit segment is dedicated to providing short- and medium-term financing to our retail customers. The retail segment is not involved in credit approval decisions or collection efforts. Our management evaluates performance and allocates resources based on the operating results of the retail and credit segments. Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements of Conn’s, Inc. and its wholly-owned subsidiaries, including its Variable Interest Entities (“VIEs”), have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) and prevailing industry practice for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The condensed consolidated financial position, results of operations and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The balance sheet at January 31, 2019 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2019 (the “2019 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on March 26, 2019. Fiscal Year. Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year ends. Principles of Consolidation. The Condensed Consolidated Financial Statements include the accounts of Conn’s, Inc. and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. Variable Interest Entities. VIEs are consolidated if the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has (i) the power to direct the activities that most significantly impact the performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. We retain the servicing of the securitized portfolio and have a variable interest in each corresponding VIE by holding the residual equity. We have determined that we are the primary beneficiary of each respective VIE because (i) our servicing responsibilities for the securitized portfolio give us the power to direct the activities that most significantly impact the performance of the VIE and (ii) our variable interest in the VIE gives us the obligation to absorb losses and the right to receive residual returns that potentially could be significant. As a result, we consolidate the respective VIEs within our Condensed Consolidated Financial Statements. Refer to Note 5, Debt and Financing Lease Obligations , and Note 8, 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 October 31, 2019 and January 31, 2019 , 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 $2.7 million and $2.5 million as of October 31, 2019 and January 31, 2019 , respectively. Restricted Cash. The restricted cash balance as of October 31, 2019 and January 31, 2019 includes $36.5 million and $45.3 million , respectively, of cash we collected as servicer on the securitized receivables that was subsequently remitted to the VIEs and $11.0 million and $12.2 million , respectively, of cash held by the VIEs as additional collateral for the asset-backed notes. Customer Accounts Receivable. Customer accounts receivable reported in the Condensed Consolidated Balance Sheet includes total receivables managed, including both those transferred to the VIEs and those not transferred to the VIEs. Customer accounts receivable are recognized at the time the customer takes possession of the product. Based on contractual terms, we record the amount of principal and accrued interest on customer receivables that is expected to be collected within the next twelve months in current assets with the remaining balance in long-term assets on the Condensed Consolidated Balance Sheet. Customer accounts receivable include the net of unamortized deferred fees charged to customers and origination costs. Customer receivables are considered delinquent if a payment has not been received on the scheduled due date. Accounts that are delinquent more than 209 days as of the end of a month are charged-off against the allowance for doubtful accounts along with interest accrued subsequent to the last payment. In an effort to mitigate losses on our accounts receivable, we may make loan modifications to a borrower experiencing financial difficulty. In our role as servicer, we may also make modifications to loans held by the VIEs. The loan modifications are intended to maximize net cash flow after expenses and avoid the need to exercise legal remedies available to us. We may extend or “re-age” a portion of our customer accounts, which involves modifying the payment terms to defer a portion of the cash payments due. Our re-aging of customer accounts does not change the interest rate or the total principal amount due from the customer and typically does not reduce the monthly contractual payments. To a much lesser extent, we may provide the customer the ability to refinance their account, which typically does not change the interest rate or the total principal amount due from the customer but does reduce the monthly contractual payments and extend the term. We consider accounts that have been re-aged in excess of three months or refinanced as Troubled Debt Restructurings (“TDR” or “Restructured Accounts”). 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 October 31, 2019 and January 31, 2019 , there was $10.7 million and $11.2 million , respectively, of deferred interest included in deferred revenues and other credits and other long-term liabilities. The deferred interest will ultimately be brought into income as the accounts pay off or charge-off. We offer a 12 -month no -interest option program. If the customer is delinquent in making a scheduled monthly payment or does not repay the principal in full by the end of the no-interest option program period (grace periods are provided), the account does not qualify for the no-interest provision and none of the interest earned is waived. Interest income is recognized based on estimated accrued interest earned to date on all no -interest option finance programs with an offsetting reserve for those customers expected to satisfy the requirements of the program based on our historical experience. We recognize interest income on TDR accounts using the interest income method, which requires reporting interest income equal to the increase in the net carrying amount of the loan attributable to the passage of time. Cash proceeds and other adjustments are applied to the net carrying amount such that it equals the present value of expected future cash flows. We place accounts in non-accrual status when legally required. Payments received on non-accrual loans are applied to principal and reduce the balance of the loan. At October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable in non-accrual status was $14.2 million and $13.9 million , respectively. At October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable that were past due 90 days or more and still accruing interest totaled $112.7 million and $106.5 million , respectively. At October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable in a bankruptcy status that were less than 60 days past due of $11.8 million and $12.0 million , respectively, were included within the customer receivables balance carried in non-accrual status. Allowance for Doubtful Accounts. The determination of the amount of the allowance for bad debts 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 bad debts. 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 doubtful accounts, including estimated uncollectible interest, to cover probable and estimable 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. We record an allowance for doubtful accounts on our non-TDR customer accounts receivable that we expect to charge-off over the next 12 months based on historical gross charge-off rates over the last 24 months. We incorporate an adjustment to historical gross charge-off rates for a scaled factor of the year-over-year change in six month average first payment default rates and the year-over-year change in the balance of customer accounts receivable that are 60 days or more past due. In addition to adjusted historical gross charge-off rates, estimates of post-charge-off recoveries, including cash payments from customers, amounts realized from the repossession of the products financed, sales tax recoveries from taxing jurisdictions, and payments received under credit insurance and repair service agreement (“RSA”) policies are also considered. During the three months ended October 31, 2019, we shortened the lookback period used to estimate post-charge-off recoveries for customer balances from a cumulative average collection rate to a 24 month average collection rate. The 24 month lookback period is consistent with the lookback period used elsewhere in the allowance for bad debt calculation and is more closely aligned with current collections practices. The impact of the change to a 24 month recovery rate implemented in the third quarter was a reduction to the allowance for doubtful accounts of $ 2.8 million. Qualitative adjustments are made to the allowance for bad debts when, based on management’s judgment, there are internal or external factors impacting probable incurred losses not taken into account by the quantitative calculations. These qualitative considerations are based on the following factors: changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio, changes in lending management, changes in credit quality statistics, changes in concentrations of credit, and other internal or external factor changes. We utilize an economic qualitative adjustment based on changes in unemployment rates if current unemployment rates in our markets are worse than they were on average over the last 24 months. We also qualitatively limit the impact of changes in first payment default rates and changes in delinquency when those changes result in a decrease to the allowance for bad debts based on a measure of the dispersion of historical charge-off rates. We determine allowances for those accounts that are TDR based on the discounted present value of cash flows expected to be collected over the life of those accounts based primarily on the performance of TDR loans over the last 24 months. The cash flows are discounted based on the weighted-average effective interest rate of the TDR accounts. The excess of the carrying amount over the discounted cash flow amount is recorded as an allowance for loss on those accounts. 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 5, Debt and Financing Lease Obligations , are included in other assets on our Condensed Consolidated Balance Sheet and were $4.7 million and $6.1 million as of October 31, 2019 and January 31, 2019 , respectively. Income Taxes. For the nine months ended October 31, 2019 and 2018 , we utilized the estimated annual effective tax rate based on our estimated fiscal year 2020 and 2019 pre-tax income, respectively, in determining income tax expense. Provision for income taxes for interim periods is based on an estimated annual income tax rate, adjusted for discrete tax items. As a result, our interim effective tax rates may vary significantly from the statutory tax rate and the annual effective tax rate. For the nine months ended October 31, 2019 and 2018 , the effective tax rate was 24.2% and 23.8% , respectively. The primary factor affecting the increase in our effective tax rate for the nine months ended October 31, 2019 was a decrease in deductible compensation expense compared to the prior year period. Stock-based Compensation. Stock-based compensation expense is recorded, net of estimated forfeitures, for share-based compensation awards over the requisite service period using the straight-line method. An adjustment is made to compensation cost for any difference between the estimated forfeitures and the actual forfeitures related to the awards. For equity-classified share-based compensation awards, expense is recognized based on the grant-date fair value. For stock option grants, we use the Black-Scholes model to determine fair value. For grants of restricted stock units (“RSUs”), 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 (“PSUs”), the fair value of the grant is the market value of our stock at the date of issuance adjusted for a market condition, a performance condition and a service condition. The following table sets forth the RSUs, stock options and PSUs granted during the three and nine months ended October 31, 2019 and 2018 : Three Months Ended Nine Months Ended 2019 2018 2019 2018 RSUs (1) 2,534 3,200 106,328 153,089 Stock Options (2) — — — 620,166 PSUs (3) — — 33,894 — Total stock awards granted 2,534 3,200 140,222 773,255 Aggregate grant date fair value (in thousands) $ 65 $ 120 $ 2,910 $ 17,304 (1) The majority of RSUs issued during the three and nine months ended October 31, 2019 and 2018 are scheduled to vest ratably over periods of three to four years from the date of grant. (2) The weighted-average assumptions for the option awards granted during the nine months ended October 31, 2018 included expected volatility of 68.0% , an expected term of 6.5 years and risk-free interest rate of 2.67% . No dividend yield was included in the weighted-average assumptions for the option awards granted during the nine months ended October 31, 2018 . (3) The PSUs issued during the nine months ended October 31, 2019 will vest, if at all, upon certification, after the Company’s fiscal year 2022 by the Compensation Committee, of the satisfaction of certain performance conditions. For the three months ended October 31, 2019 and 2018 , stock-based compensation expense was $3.2 million and $2.9 million , respectively. For the nine months ended October 31, 2019 and 2018 , stock-based compensation expense was $9.9 million and $8.5 million , respectively. Earnings per Share. Basic earnings per share for a particular period 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, RSUs and PSUs, which are calculated using the treasury-stock method. The following table sets forth the shares outstanding for the earnings per share calculations: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Weighted-average common shares outstanding - Basic 29,094,062 31,712,862 30,796,114 31,636,270 Dilutive effect of stock options, PSUs and RSUs 616,678 609,012 557,720 615,682 Weighted-average common shares outstanding - Diluted 29,710,740 32,321,874 31,353,834 32,251,952 For the three months ended October 31, 2019 and 2018 , the weighted-average number of stock options and RSUs not included in the calculation due to their anti-dilutive effect, was 660,304 and 630,698 , respectively. For the nine months ended October 31, 2019 and 2018 , the weighted-average number of stock options and RSUs not included in the calculation due to their anti-dilutive effect, was 885,554 and 503,747 , respectively. As the performance conditions pursuant to the Company’s PSU agreements have not been met in full, 225,561 PSUs are not included in the computation of diluted EPS for the three and nine months ended October 31, 2019 and 389,167 PSUs are not included in the computation of diluted EPS for the three and nine months ended October 31, 2018 . 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 October 31, 2019 , the fair value of the Senior Notes outstanding, which was determined using Level 1 inputs, was $226.5 million as compared to the carrying value of $227.0 million , excluding the impact of the related discount. At October 31, 2019 , the fair value of the asset-backed notes approximates their carrying value and was determined using Level 2 inputs based on inactive trading activity. Deferred Revenue. Deferred revenue related to contracts with customers consists of deferred customer deposits and deferred RSA administration fees. During the three and nine months ended October 31, 2019 , we recognized $1.0 million and $1.4 million of revenue for customer deposits deferred as of January 31, 2019. During the three and nine months ended October 31, 2019 , we recognized $1.4 million and $3.9 million of revenue for RSA administrative fees deferred as of January 31, 2019 . Recent Accounting Pronouncements Adopted. 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 accounting treatment for land easements on existing agreements. We also adopted an optional transition method finalized by the FASB in July 2018 that waives the requirement to apply this ASU in the comparative periods presented within the financial statements in the year of adoption. Therefore, results for reporting periods beginning after February 1, 2019 are presented under ASC Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under ASC Topic 840. 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 (in thousands) Balance at January 31, 2019 Adjustments due to ASC 842 Balance at February 1, 2019 Assets Current assets (1) $ 1,014,394 $ (2,983 ) $ 1,011,411 Operating lease right-of-use assets (2) — 227,421 227,421 Deferred income taxes (3) 27,535 (1,447 ) 26,088 Liabilities Current liabilities (4) 237,568 (12,426 ) 225,142 Operating lease liability - current (5) — 29,815 29,815 Deferred rent (4) 93,127 (93,127 ) — Operating lease liability - non-current (5) — 300,170 300,170 Other long-term liabilities (3) 33,015 (7,606 ) 25,409 Stockholder’s equity (3) 619,975 6,160 626,135 (1) Reclassification of the $3.0 million January 31, 2019 balance of accounts receivable for tenant improvement allowances to 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. Recent Accounting Pronouncements Yet to Be Adopted. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL). ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. This is a change from the current incurred loss model. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . ASU 2019-04 requires the current estimate of recoveries to be included in the allowance for credit losses. The standards will become effective for us on February 1, 2020, and we plan to adopt these standards under the modified retrospective approach. Any changes in reserves at the date of adoption will be recorded in retained earnings as of the beginning of the reporting period of the adoption date as a cumulative-effect adjustment. We performed a scoping analysis of our balance sheet to determine which accounts would be impacted by the new standard. Based on this review, it was determined that, aside from the customer accounts receivable balance, no other financial statement line items would be materially impacted by CECL. We have formed a cross-functional working group comprised of individuals from various functional areas including credit, finance, accounting, and information technology to oversee our CECL implementation. We have developed a model based on our historical gross charge-off history, adjusted for expected recoveries by running the existing portfolio through preliminary simulations, which incorporate current portfolio composition and economic assumptions and expectations. The results of those preliminary simulations indicate that our reserves for credit losses could increase between 40 - 60% upon implementation of ASU 2016-13. This projected increase is primarily driven by the required change from incurred to lifetime expected losses. However, we continue to refine and validate our model through review of key assumptions and parallel testing against both our current incurred loss model and a challenger model. These efforts to refine the model will continue through the remainder of fiscal year 2020, with parallel runs to continue into adoption and through fiscal year 2021. The ultimate impact on the date of adoption will depend on the size and composition of our portfolio, the portfolio’s credit quality and economic conditions at the date of adoption, in addition to refinements to our model, methodology and key assumptions. We have established formal policies supporting the accounting, controls and additional disclosures around the ASU 2016-13 implementation. As with our continued efforts to refine the model, we expect our work related to controls and governance to continue through the remainder of fiscal year 2020. |
Customer Accounts Receivable
Customer Accounts Receivable | 9 Months Ended |
Oct. 31, 2019 | |
Receivables [Abstract] | |
Customer Accounts Receivable | Customer Accounts Receivable Customer accounts receivable consisted of the following: (in thousands) October 31, January 31, Customer accounts receivable portfolio balance $ 1,567,700 $ 1,589,828 Deferred fees and origination costs, net (15,566 ) (16,579 ) Allowance for no-interest option credit programs (16,127 ) (19,257 ) Allowance for uncollectible interest (17,229 ) (15,555 ) Carrying value of customer accounts receivable 1,518,778 1,538,437 Allowance for bad debts (191,335 ) (199,324 ) Carrying value of customer accounts receivable, net of allowance for bad debts 1,327,443 1,339,113 Short-term portion of customer accounts receivable, net (666,922 ) (652,769 ) Long-term customer accounts receivable, net $ 660,521 $ 686,344 Carrying Value (in thousands) October 31, January 31, Customer accounts receivable 60+ days past due (1) $ 152,825 $ 146,188 Re-aged customer accounts receivable (2)(3)(4) 422,771 395,576 Restructured customer accounts receivable (5) 201,121 183,641 (1) As of October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable past due one day or greater was $482.3 million and $420.9 million , respectively. These amounts include the 60+ days past due balances shown above. (2) The re-aged carrying value as of October 31, 2019 and January 31, 2019 includes $98.5 million and $92.4 million in carrying value that are both 60+ days past due and re-aged. (3) The re-aged carrying value as of October 31, 2019 and January 31, 2019 includes $12.4 million and $26.5 million in first time re-ages related to customers within FEMA-designated Hurricane Harvey disaster areas. (4) The re-aged carrying value as of October 31, 2019 includes $ 7.3 million in first time re-ages related to customers within FEMA-designated Tropical Storm Imelda disaster areas. (5) The restructured carrying value as of October 31, 2019 and January 31, 2019 includes $46.9 million and $43.9 million in carrying value that are both 60+ days past due and restructured. The following presents the activity in our allowance for doubtful accounts and uncollectible interest for customer accounts receivable: Nine Months Ended October 31, 2019 Nine Months Ended October 31, 2018 (in thousands) Customer Customer Allowance at beginning of period $ 147,123 $ 67,756 $ 214,879 $ 148,856 $ 54,716 $ 203,572 Provision (1) 118,442 55,303 173,745 127,472 51,440 178,912 Principal charge-offs (2) (116,698 ) (44,686 ) (161,384 ) (119,242 ) (38,990 ) (158,232 ) Interest charge-offs (27,076 ) (10,368 ) (37,444 ) (23,696 ) (7,748 ) (31,444 ) Recoveries (2) 13,571 5,197 18,768 10,768 3,521 14,289 Allowance at end of period $ 135,362 $ 73,202 $ 208,564 $ 144,158 $ 62,939 $ 207,097 Average total customer portfolio balance $ 1,362,790 $ 195,471 $ 1,558,261 $ 1,341,415 $ 167,473 $ 1,508,888 (1) Includes provision for uncollectible interest, which is included in finance charges and other revenues. (2) Charge-offs include the principal amount of losses (excluding accrued and unpaid interest). 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. |
Charges and Credits
Charges and Credits | 9 Months Ended |
Oct. 31, 2019 | |
Charges and Credits [Abstract] | |
Charges and Credits | 3. Charges and Credits Charges and credits consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 Securities-related regulatory matter and other legal fees $ — $ — $ — $ 300 Employee severance — 737 — 737 Legal judgment — 4,800 — 4,800 Write-off of software costs 1,209 — 1,209 — Facility closure costs 2,628 — 1,933 — Total charges and credits $ 3,837 $ 5,537 $ 3,142 $ 5,837 During the three months ended October 31, 2019, 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 $ 0.6 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 nine months ended October 31, 2019, 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 three months ended October 31, 2018, we recorded $ 0.7 million in severance costs related to a change in the executive management team and $ 4.8 million in costs related to the judgment (the “TFL LoanCo Judgment”) in favor of TF LoanCo (“TFL”) requiring Conn’s to pay approximately $ 4.8 million to TFL. See Part II, Item 8., in Note 12, Contingencies, of the 2019 Form 10-K for additional details of the TFL Judgment costs incurred during the three months ended October 31, 2018. During the nine months ended October 31, 2018, we recorded $ 0.3 million in costs associated with a contingency reserve related to a regulatory matter, $ 0.7 million in severance costs related to a change in the executive management team and $ 4.8 million in costs related to the TFL Judgment. |
Finance Charges and Other Reven
Finance Charges and Other Revenue | 9 Months Ended |
Oct. 31, 2019 | |
Supplemental Disclosure of Finance Charges and Other Revenue [Abstract] | |
Finance Charges and Other Revenues | Finance Charges and Other Revenues Finance charges and other revenues consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 Interest income and fees $ 87,484 $ 82,964 $ 256,705 $ 239,745 Insurance income 9,905 6,807 26,809 20,852 Other revenues 197 179 602 291 Total finance charges and other revenues $ 97,586 $ 89,950 $ 284,116 $ 260,888 Interest income and fees and insurance income are derived from the credit segment operations, whereas other revenues are derived from the retail segment operations. Insurance income is comprised of sales commissions from third-party insurance companies that are recognized when coverage is sold and retrospective income paid by the insurance carrier if insurance claims are less than earned premiums. During the three months ended October 31, 2019 and 2018 , interest income and fees reflected provisions for uncollectible interest of $15.2 million and $13.4 million , respectively. The amount included in interest income and fees related to TDR accounts for the three months ended October 31, 2019 and 2018 were $9.0 million and $7.1 million , respectively. During the nine months ended October 31, 2019 and 2018 , interest income and fees reflected provisions for uncollectible interest of $41.9 million and $37.2 million , respectively. The amount included in interest income and fees related to TDR accounts for the nine months ended October 31, 2019 and 2018 were $25.7 million and $19.4 million , respectively. |
Debt and Financing Lease Obliga
Debt and Financing Lease Obligations | 9 Months Ended |
Oct. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Financing Lease Obligations | Debt and Financing Lease Obligations Debt and financing lease obligations consisted of the following: (in thousands) October 31, January 31, Revolving Credit Facility $ 298,300 $ 266,500 Senior Notes 227,000 227,000 2017-B VIE Asset-backed Class B Notes 3,765 98,297 2017-B VIE Asset-backed Class C Notes 78,640 78,640 2018-A VIE Asset-backed Class A Notes 46,667 105,971 2018-A VIE Asset-backed Class B Notes 28,144 63,908 2018-A VIE Asset-backed Class C Notes 28,144 63,908 2019-A VIE Asset-backed Class A Notes 128,470 — 2019-A VIE Asset-backed Class B Notes 64,750 — 2019-A VIE Asset-backed Class C Notes 62,510 — Warehouse Notes — 53,635 Financing lease obligations 5,368 5,075 Total debt and financing lease obligations 971,758 962,934 Less: Discount on debt (1,545 ) (1,966 ) Deferred debt issuance costs (4,543 ) (5,637 ) Current maturities of long-term debt and financing lease obligations (607 ) (54,109 ) Long-term debt and financing lease obligations $ 965,063 $ 901,222 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 October 31, 2019 , $196.7 million would have been free from the restricted payments covenant contained in the Indenture. Events of default under the Indenture include customary events, such as a cross-acceleration provision in the event that we fail to make payment of other indebtedness prior to the expiration of any applicable grace period or upon acceleration of indebtedness prior to its stated maturity date in an amount exceeding $25.0 million , as well as in the event a judgment is entered against us in excess of $25.0 million that is not discharged, bonded or insured. Asset-backed Notes. From time to time, we securitize customer accounts receivable by transferring the receivables to various bankruptcy-remote VIEs. In turn, the VIEs issue asset-backed notes secured by the transferred customer accounts receivables and restricted cash held by the VIEs. Under the terms of the securitization transactions, all cash collections and other cash proceeds of the customer receivables go first to the servicer and the holders of issued notes, and then to us as the holder of non-issued notes, if any, and residual equity. We retain the servicing of the securitized portfolios and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables. In addition, we, rather than the VIEs, retain all credit insurance income together with certain recoveries related to credit insurance and RSAs on charge-offs of the securitized receivables, which are reflected as a reduction to net charge-offs on a consolidated basis. The asset-backed notes are offered and sold to qualified institutional buyers pursuant to the exemptions from registration provided by Rule 144A or in compliance with Regulation S under the Securities Act of 1933, as amended. 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. The asset-backed notes outstanding as of October 31, 2019 consisted of the following: (dollars in thousands) Asset-Backed Notes Original Principal Amount Original Net Proceeds (1) Current Principal Amount Issuance Date Maturity Date Contractual Interest Rate Effective Interest Rate (2) 2017-B Class B Notes $ 132,180 $ 131,281 $ 3,765 12/20/2017 4/15/2021 4.52% 5.32% 2017-B Class C Notes 78,640 77,843 78,640 12/20/2017 11/15/2022 5.95% 6.37% 2018-A Class A Notes 219,200 217,832 46,667 8/15/2018 1/17/2023 3.25% 4.81% 2018-A Class B Notes 69,550 69,020 28,144 8/15/2018 1/17/2023 4.65% 5.60% 2018-A Class C Notes 69,550 68,850 28,144 8/15/2018 1/17/2023 6.02% 6.97% 2019-A Class A Notes 254,530 253,026 128,470 4/24/2019 10/16/2023 3.40% 4.75% 2019-A Class B Notes 64,750 64,276 64,750 4/24/2019 10/16/2023 4.36% 5.20% 2019-A Class C Notes 62,510 61,898 62,510 4/24/2019 10/16/2023 5.29% 6.18% Total $ 950,910 $ 944,026 $ 441,090 (1) After giving effect to debt issuance costs. (2) For the nine months ended October 31, 2019, and inclusive of the impact of changes in timing of actual and expected cash flows. On April 24, 2019, the Company completed the issuance and sale of asset-backed notes at a face amount of $381.8 million secured by the transferred customer accounts receivables and restricted cash held by a VIE, which resulted in net proceeds to us of $379.2 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 October 16, 2023 and consist of $254.5 million of 3.40% Series 2019-A, Class A Asset Backed Fixed Rate Notes, $64.8 million of 4.36% Series 2019-A, Class B Asset Backed Fixed Rate Notes and $62.5 million of 5.29%, Series 2019-A, Class C Asset Backed Fixed Rate Notes. See Note 12 for additional information regarding asset-backed notes. Revolving Credit Facility. On May 23, 2018, Conn’s, Inc. and certain of its subsidiaries (the “Borrowers”) entered into a Fourth Amendment to 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 (the “Revolving Credit Facility”) under which credit availability is subject to a borrowing base and a maturity date of May 23, 2022. Loans under the Revolving Credit Facility bear interest, at our option, at a rate equal to LIBOR plus the applicable margin ranging from 2.50% to 3.25% per annum (depending on a pricing grid determined by our total leverage ratio) or the alternate base rate plus a margin ranging from 1.50% to 2.25% per annum (depending on a pricing grid determined by our total leverage ratio). The alternate base rate is the greatest of the prime rate announced by Bank of America, N.A., the federal funds rate plus 0.5%, or LIBOR for a 30-day interest period plus 1.0%. 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 6.2% for the nine months ended October 31, 2019 . 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 October 31, 2019 , we had immediately available borrowing capacity of $349.2 million under our Revolving Credit Facility, net of standby letters of credit issued of $2.5 million . 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 October 31, 2019 , we were restricted from making distributions, including repayments of the Senior Notes or other distributions, in excess of $190.2 million as a result of the Revolving Credit Facility distribution and payment restrictions. The Revolving Credit Facility contains customary default provisions, which, if triggered, could result in acceleration of all amounts outstanding under the Revolving Credit Facility. Debt Covenants. We were in compliance with our debt covenants, as amended, at October 31, 2019 . A summary of the significant financial covenants that govern our Revolving Credit Facility, as amended, compared to our actual compliance status at October 31, 2019 is presented below: Actual Required Minimum/ Maximum Interest Coverage Ratio for the quarter must equal or exceed (minimum) 4.05:1.00 1.00:1.00 Interest Coverage Ratio for the trailing two quarters must equal or exceed (minimum) 4.36:1.00 1.50:1.00 Leverage Ratio must not exceed (maximum) 2.00:1.00 4.00:1.00 ABS Excluded Leverage Ratio must not exceed (maximum) 1.37:1.00 2.00:1.00 Capital Expenditures, net, must not exceed (maximum) $32.3 million $100.0 million All capitalized terms in the above table are defined by the Revolving Credit Facility and may or may not match directly to the financial statement captions in this document. The covenants are calculated quarterly, except for capital expenditures, which is calculated for a period of four consecutive fiscal quarters, as of the end of each fiscal quarter. |
Leases
Leases | 9 Months Ended |
Oct. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases 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 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 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) Balance sheet classification October 31, Assets Operating lease assets Operating lease right-of-use assets $ 240,879 Finance lease assets Property and equipment, net 5,436 Total leased assets 246,315 Liabilities Operating (1) Operating lease liability - current $ 46,513 Finance Current maturities of debt and finance lease obligations 607 Operating Operating lease liability - non current 322,248 Finance Long-term debt and finance lease obligations 4,761 Total lease liabilities $ 374,129 (1) Represents the gross operating lease liability before tenant improvement allowances. As of October 31, 2019 , we had $8.0 million of tenant improvement allowances to be remitted by the landlord. Lease Cost Three Months Ended October 31, 2019 Nine Months Ended October 31, 2019 (in thousands) Income statement classification Operating lease costs (1) Selling, general and administrative expense $ 14,838 $ 43,353 Impairment of ROU asset Charges and credits 1,933 1,933 Total Operating Lease Cost $ 16,771 $ 45,286 (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 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 . During the three and nine months ended October 31, 2019, we recognized $ 1.9 million of impairments of ROU Assets on the condensed consolidated statement of income from the exiting of certain leases upon relocation of three of our distribution centers into one facility. Additional details regarding the Company’s leasing activities as a lessee are presented below: Other Information Nine Months Ended (dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 51,109 Weighted-average remaining lease term (in years) Finance leases 11.2 Operating leases 7.1 Weighted-average discount rate Finance leases 6.1 % Operating leases (1) 8.4 % (1) Upon adoption of ASC 842, discount rates for existing operating leases were established as of February 1, 2019. The following table presents a summary of our minimum contractual commitments and obligations as of October 31, 2019 : Operating Leases Finance Leases Total (in thousands) 2020 $ 75,016 $ 927 $ 75,943 2021 73,241 916 74,157 2022 72,146 726 72,872 2023 67,374 734 68,108 2024 58,799 750 59,549 Thereafter 145,986 3,512 149,498 Total undiscounted cash flows 492,562 7,565 500,127 Less: Interest 123,801 2,197 125,998 Total lease liabilities $ 368,761 $ 5,368 $ 374,129 |
Leases | Leases 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 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 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) Balance sheet classification October 31, Assets Operating lease assets Operating lease right-of-use assets $ 240,879 Finance lease assets Property and equipment, net 5,436 Total leased assets 246,315 Liabilities Operating (1) Operating lease liability - current $ 46,513 Finance Current maturities of debt and finance lease obligations 607 Operating Operating lease liability - non current 322,248 Finance Long-term debt and finance lease obligations 4,761 Total lease liabilities $ 374,129 (1) Represents the gross operating lease liability before tenant improvement allowances. As of October 31, 2019 , we had $8.0 million of tenant improvement allowances to be remitted by the landlord. Lease Cost Three Months Ended October 31, 2019 Nine Months Ended October 31, 2019 (in thousands) Income statement classification Operating lease costs (1) Selling, general and administrative expense $ 14,838 $ 43,353 Impairment of ROU asset Charges and credits 1,933 1,933 Total Operating Lease Cost $ 16,771 $ 45,286 (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 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 . During the three and nine months ended October 31, 2019, we recognized $ 1.9 million of impairments of ROU Assets on the condensed consolidated statement of income from the exiting of certain leases upon relocation of three of our distribution centers into one facility. Additional details regarding the Company’s leasing activities as a lessee are presented below: Other Information Nine Months Ended (dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 51,109 Weighted-average remaining lease term (in years) Finance leases 11.2 Operating leases 7.1 Weighted-average discount rate Finance leases 6.1 % Operating leases (1) 8.4 % (1) Upon adoption of ASC 842, discount rates for existing operating leases were established as of February 1, 2019. The following table presents a summary of our minimum contractual commitments and obligations as of October 31, 2019 : Operating Leases Finance Leases Total (in thousands) 2020 $ 75,016 $ 927 $ 75,943 2021 73,241 916 74,157 2022 72,146 726 72,872 2023 67,374 734 68,108 2024 58,799 750 59,549 Thereafter 145,986 3,512 149,498 Total undiscounted cash flows 492,562 7,565 500,127 Less: Interest 123,801 2,197 125,998 Total lease liabilities $ 368,761 $ 5,368 $ 374,129 |
Contingencies
Contingencies | 9 Months Ended |
Oct. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies 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 had stayed the MicroCapital Action pending resolution of other outstanding litigation (In re Conn’s Inc. Sec. Litig., Cause No. 14-CV-00548 (S.D. Tex.) (the “Consolidated Securities Action”)), which was settled in October 2018. After that settlement, the stay was lifted, and the defendants filed a motion to dismiss plaintiff’s complaint in the MicroCapital Action on November 6, 2018. Briefing on the motion to dismiss was completed on January 16, 2019. On July 26, 2019, the magistrate judge to which defendants’ motion to dismiss had been assigned issued a report and recommendation, recommending that defendants’ motion to dismiss the complaint be granted in part and denied in part. Both parties filed timely objections to that report and recommendation on August 9, 2019. On September 25, 2019, the district court adopted the magistrate judge’s report and recommendation, which permitted MicroCapital to file an amended complaint, which MicroCapital filed on October 30, 2019. On November 8, 2019, the parties filed a joint discovery and case management plan, proposing various deadlines. Defendants filed their answer to the amended complaint on November 27, 2019. We intend to vigorously defend our interests in the MicroCapital Action. It is not possible at this time to predict the timing or outcome of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims. Derivative Litigation. On December 1, 2014, an alleged shareholder, purportedly on behalf of the Company, filed a derivative shareholder lawsuit against us and certain of our current and former directors and former executive officers in the U.S. District Court for the Southern District of Texas, captioned as Robert Hack, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former director), Bob L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former director), Brian Taylor (former executive officer) and Michael J. Poppe (former executive officer) and Conn’s, Inc., Case No. 4:14-cv-03442 (the “Original Derivative Action”). The complaint asserts claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, and insider trading based on substantially similar factual allegations as those asserted in the Consolidated Securities Action. The plaintiff seeks unspecified damages against these persons and does not request any damages from us. Setting forth substantially similar claims against the same defendants, on February 25, 2015, an additional federal derivative action, captioned 95250 Canada LTEE, derivatively on Behalf of Conn’s, Inc. v. Wright et al., Cause No. 4:15-cv-00521, was filed in the U.S. District Court for the Southern District of Texas, which has been consolidated with the Original Derivative Action. The Court previously approved a stipulation among the parties to stay the Original Derivative Action pending resolution of the Consolidated Securities Action. The stay was lifted on November 1, 2018, and the defendants filed a motion to dismiss plaintiff’s complaint. Briefing on the motion to dismiss was completed December 3, 2018, and the parties began engaging in discovery. On May 29, 2019, the magistrate judge, to which defendants’ motion to dismiss had been assigned, issued a report and recommendation, recommending that defendants’ motion to dismiss the complaint be granted, but recommended that the plaintiff be permitted to replead his claims. The district court adopted the recommendation on July 5, 2019. On July 19, 2019, plaintiff filed an amended complaint. On August 13, 2019, the magistrate judge issued a new scheduling order, which permitted defendants to file a motion to dismiss the amended complaint on demand-futility grounds. That briefing was completed on October 15, 2019. On November 1, 2019, the magistrate judge heard argument on the motion to dismiss and postponed certain deadlines. That motion to dismiss remains pending. Another derivative action was filed on January 27, 2015, captioned as Richard A. Dohn v. Wright, et al., Cause No. 2015-04405, in the 281st Judicial District Court, Harris County, Texas. This action makes substantially similar allegations to the Original Derivative Action against the same defendants. We received a copy of the proposed amended petition on October 12, 2018, but the amended proposed petition has not yet been filed. The parties jointly requested a stay on this case pending resolution of the Original Derivative Action. This case remains stayed until at least January 10, 2020. Prior to filing a lawsuit, an alleged shareholder, Robert J. Casey II (“Casey”), submitted a demand under Delaware law, which our Board of Directors refused. On May 19, 2016, Casey, purportedly on behalf of the Company, filed a lawsuit against us and certain of our current and former directors and former executive officers in the 55th Judicial District Court, Harris County, Texas, captioned as Casey, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former director), Michael J. Poppe (former executive officer), Brian Taylor (former executive officer), Bob L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former director) and William E. Saunders Jr., and Conn’s, Inc., Cause No. 2016-33135. The complaint asserts claims for breach of fiduciary duties and unjust enrichment based on substantially similar factual allegations as those asserted in the Original Derivative Action. The complaint does not specify the amount of damages sought. No further activity has occurred in this case since the Final Order and Judgment was entered in the Consolidated Securities Action. 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. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Variable Interest Entities From time to time, we securitize customer accounts receivable 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 all 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. 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) October 31, January 31, Assets: Restricted cash $ 47,472 $ 57,475 Due from Conn’s, Inc., net 10,181 5,504 Customer accounts receivable: Customer accounts receivable 454,573 538,826 Restructured accounts 130,820 135,834 Allowance for uncollectible accounts (99,514 ) (106,327 ) Allowance for no-interest option credit programs (4,478 ) (8,047 ) Deferred fees and origination costs (4,228 ) (5,321 ) Total customer accounts receivable, net 477,173 554,965 Total assets $ 534,826 $ 617,944 Liabilities: Accrued expenses $ 3,455 $ 3,939 Other liabilities 4,557 5,513 Short-term debt: Warehouse Notes — 53,635 Long-term debt: 2017-B Class B Notes 3,765 98,297 2017-B Class C Notes 78,640 78,640 2018-A Class A Notes 46,667 105,971 2018-A Class B Notes 28,144 63,908 2018-A Class C Notes 28,144 63,908 2019-A Class A Notes 128,470 — 2019-A Class B Notes 64,750 — 2019-A Class C Notes 62,510 — 441,090 410,724 Less: deferred debt issuance costs (2,472 ) (2,731 ) Total long-term debt 438,618 407,993 Total debt $ 438,618 $ 461,628 Total liabilities $ 446,630 $ 471,080 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. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Oct. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Information Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one another. The retail segment operates primarily through our stores and website. Our retail segment product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit segment offers affordable financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. Our operating segments provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next day delivery and installation in the majority of our markets, and product repair service. The operating segments follow the same accounting policies used in our Condensed Consolidated Financial Statements. We evaluate a segment’s performance based upon operating income before taxes. Selling, general and administrative expenses (“SG&A”) includes the direct expenses of the retail and credit operations, allocated overhead expenses, and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment, which benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is calculated using an annual rate of 2.5% times the average outstanding portfolio balance for each applicable period. As of October 31, 2019 , we operated retail stores in 14 states with no operations outside of the United States. No single customer accounts for more than 10% of our total revenues. Financial information by segment is presented in the following tables: Three Months Ended October 31, 2019 Three Months Ended October 31, 2018 (in thousands) Retail Credit Total Retail Credit Total Revenues: Furniture and mattress $ 89,070 $ — $ 89,070 $ 91,342 $ — $ 91,342 Home appliance 90,343 — 90,343 79,542 — 79,542 Consumer electronics 48,113 — 48,113 60,008 — 60,008 Home office 18,681 — 18,681 22,661 — 22,661 Other 4,026 — 4,026 3,178 — 3,178 Product sales 250,233 — 250,233 256,731 — 256,731 Repair service agreement commissions 26,478 — 26,478 23,579 — 23,579 Service revenues 3,411 — 3,411 3,564 — 3,564 Total net sales 280,122 — 280,122 283,874 — 283,874 Finance charges and other revenues 197 97,389 97,586 179 89,771 89,950 Total revenues 280,319 97,389 377,708 284,053 89,771 373,824 Costs and expenses: Cost of goods sold 170,453 — 170,453 166,886 — 166,886 Selling, general and administrative expense (1) 87,105 38,503 125,608 80,894 37,486 118,380 Provision for bad debts 535 42,051 42,586 286 47,262 47,548 Charges and credits 2,628 1,209 3,837 737 4,800 5,537 Total costs and expenses 260,721 81,763 342,484 248,803 89,548 338,351 Operating income 19,598 15,626 35,224 35,250 223 35,473 Interest expense — 15,051 15,051 — 15,098 15,098 Income (loss) before income taxes $ 19,598 $ 575 $ 20,173 $ 35,250 $ (14,875 ) $ 20,375 Nine Months Ended October 31, 2019 Nine Months Ended October 31, 2018 (in thousands) Retail Credit Total Retail Credit Total Revenues: Furniture and mattress $ 276,889 $ — $ 276,889 $ 285,428 $ — $ 285,428 Home appliance 266,989 — 266,989 249,036 — 249,036 Consumer electronics 151,454 — 151,454 167,964 — 167,964 Home office 52,270 — 52,270 60,260 — 60,260 Other 11,654 — 11,654 10,536 — 10,536 Product sales 759,256 — 759,256 773,224 — 773,224 Repair service agreement commissions 78,149 — 78,149 72,104 — 72,104 Service revenues 10,758 — 10,758 10,615 — 10,615 Total net sales 848,163 — 848,163 855,943 — 855,943 Finance charges and other revenues 602 283,514 284,116 291 260,597 260,888 Total revenues 848,765 283,514 1,132,279 856,234 260,597 1,116,831 Costs and expenses: Cost of goods sold 509,746 — 509,746 507,102 — 507,102 Selling, general and administrative expense (1) 254,874 116,132 371,006 241,649 112,299 353,948 Provision for bad debts 645 131,723 132,368 789 141,666 142,455 Charges and credits 1,933 1,209 3,142 1,037 4,800 5,837 Total costs and expenses 767,198 249,064 1,016,262 750,577 258,765 1,009,342 Operating income 81,567 34,450 116,017 105,657 1,832 107,489 Interest expense — 43,944 43,944 — 47,484 47,484 Loss on extinguishment of debt — — — — 1,773 1,773 Income (loss) before income taxes $ 81,567 $ (9,494 ) $ 72,073 $ 105,657 $ (47,425 ) $ 58,232 October 31, 2019 October 31, 2018 (in thousands) Retail Credit Total Retail Credit Total Total assets $ 672,181 $ 1,484,644 $ 2,156,825 $ 453,279 $ 1,387,733 $ 1,841,012 (1) For the three months ended October 31, 2019 and 2018 , the amount of corporate overhead allocated to each segment reflected in SG&A was $5.7 million and $9.1 million , respectively. For the three months ended October 31, 2019 and 2018 , the amount of reimbursement made to the retail segment by the credit segment was $9.8 million and $9.5 million , respectively. For the nine months ended October 31, 2019 and 2018 , the amount of corporate overhead allocated to each segment reflected in SG&A was $23.4 million and $26.7 million , respectively. For the nine months ended October 31, 2019 and 2018 , the amount of reimbursement made to the retail segment by the credit segment was $29.2 million and $28.3 million , respectively. |
Guarantor Financial Information
Guarantor Financial Information | 9 Months Ended |
Oct. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Guarantor Financial Information | Guarantor 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 October 31, 2019 and January 31, 2019 , 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 financial information presents the Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Income, and Condensed Consolidated Statement of Cash Flows for Conn’s, Inc. (the issuer of the Senior Notes), the Guarantors, and the Non-Guarantor Subsidiaries, together with certain eliminations. Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company’s investment accounts and operations. The condensed consolidated financial information includes financial data for: (i) Conn’s, Inc. (on a parent-only basis), (ii) Guarantors, (iii) Non-Guarantor Subsidiaries, and (iv) the parent company and the subsidiaries on a consolidated basis at October 31, 2019 and January 31, 2019 (after the elimination of intercompany balances and transactions). Condensed Consolidated Balance Sheet as of October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 4,672 $ — $ — $ 4,672 Restricted cash — 1,775 47,472 — 49,247 Customer accounts receivable, net of allowances — 476,144 190,778 — 666,922 Other accounts receivable — 66,748 — — 66,748 Inventories — 247,614 — — 247,614 Other current assets — 14,153 10,181 (11,785 ) 12,549 Total current assets — 811,106 248,431 (11,785 ) 1,047,752 Investment in and advances to subsidiaries 835,653 88,196 — (923,849 ) — Long-term portion of customer accounts receivable, net of allowances — 374,126 286,395 — 660,521 Property and equipment, net — 172,341 — — 172,341 Operating lease right-of-use assets — 240,879 — — 240,879 Deferred income taxes 22,908 — — — 22,908 Other assets — 12,424 — — 12,424 Total assets $ 858,561 $ 1,699,072 $ 534,826 $ (935,634 ) $ 2,156,825 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and financing lease obligations $ — $ 607 $ — $ — $ 607 Accounts payable — 85,908 — — 85,908 Accrued expenses 4,800 70,939 3,455 (2,417 ) 76,777 Operating lease liability - current — 38,541 — — 38,541 Other current liabilities — 17,646 2,720 (9,368 ) 10,998 Total current liabilities 4,800 213,641 6,175 (11,785 ) 212,831 Operating lease liability - non current — 322,248 — — 322,248 Long-term debt and financing lease obligations 223,384 303,061 438,618 — 965,063 Other long-term liabilities — 24,469 1,837 — 26,306 Total liabilities 228,184 863,419 446,630 (11,785 ) 1,526,448 Total stockholders’ equity 630,377 835,653 88,196 (923,849 ) 630,377 Total liabilities and stockholders’ equity $ 858,561 $ 1,699,072 $ 534,826 $ (935,634 ) $ 2,156,825 Deferred income taxes related to tax attributes of the Guarantors and Non-Guarantor Subsidiaries are reflected under Conn’s, Inc. Condensed Consolidated Balance Sheet as of January 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 5,912 $ — $ — $ 5,912 Restricted cash — 1,550 57,475 — 59,025 Customer accounts receivable, net of allowances — 328,705 324,064 — 652,769 Other accounts receivable — 67,078 — — 67,078 Inventories — 220,034 — — 220,034 Other current assets — 12,344 5,504 (8,272 ) 9,576 Total current assets — 635,623 387,043 (8,272 ) 1,014,394 Investment in and advances to subsidiaries 815,524 146,864 — (962,388 ) — Long-term portion of customer accounts receivable, net of allowances — 455,443 230,901 — 686,344 Property and equipment, net — 148,983 — — 148,983 Deferred income taxes 27,535 — — — 27,535 Other assets — 7,651 — — 7,651 Total assets $ 843,059 $ 1,394,564 $ 617,944 $ (970,660 ) $ 1,884,907 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and financing lease obligations $ — $ 474 $ 53,635 $ — $ 54,109 Accounts payable — 71,118 — — 71,118 Accrued expenses 686 88,478 3,939 (2,768 ) 90,335 Other current liabilities — 24,918 2,592 (5,504 ) 22,006 Total current liabilities 686 184,988 60,166 (8,272 ) 237,568 Deferred rent — 93,127 — — 93,127 Long-term debt and financing lease obligations 222,398 270,831 407,993 — 901,222 Other long-term liabilities — 30,094 2,921 — 33,015 Total liabilities 223,084 579,040 471,080 (8,272 ) 1,264,932 Total stockholders’ equity 619,975 815,524 146,864 (962,388 ) 619,975 Total liabilities and stockholders’ equity $ 843,059 $ 1,394,564 $ 617,944 $ (970,660 ) $ 1,884,907 Deferred income taxes related to tax attributes of the Guarantor Subsidiaries and Non-Guarantor Subsidiaries are reflected under Conn’s, Inc. Condensed Consolidated Statement of Income for the Three Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 280,122 $ — $ — $ 280,122 Finance charges and other revenues — 56,758 40,828 — 97,586 Servicing fee revenue — 7,778 — (7,778 ) — Total revenues — 344,658 40,828 (7,778 ) 377,708 Costs and expenses: Cost of goods sold — 170,453 — — 170,453 Selling, general and administrative expense — 125,402 7,984 (7,778 ) 125,608 Provision for bad debts — 26,973 15,613 — 42,586 Charges and credits — 3,837 — — 3,837 Total costs and expenses — 326,665 23,597 (7,778 ) 342,484 Operating income — 17,993 17,231 — 35,224 Interest expense 4,444 3,918 6,689 — 15,051 Income (loss) before income taxes (4,444 ) 14,075 10,542 — 20,173 Provision (benefit) for income taxes (1,101 ) 3,575 2,556 — 5,030 Net income (loss) (3,343 ) 10,500 7,986 — 15,143 Income from consolidated subsidiaries 18,486 7,986 — (26,472 ) — Consolidated net income $ 15,143 $ 18,486 $ 7,986 $ (26,472 ) $ 15,143 Condensed Consolidated Statement of Income for the Three Months Ended October 31, 2018 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 283,874 $ — $ — $ 283,874 Finance charges and other revenues — 48,666 41,284 — 89,950 Servicing fee revenue — 12,226 — (12,226 ) — Total revenues — 344,766 41,284 (12,226 ) 373,824 Costs and expenses: Cost of goods sold — 166,886 — — 166,886 Selling, general and administrative expense — 118,234 12,372 (12,226 ) 118,380 Provision for bad debts — 7,715 39,833 — 47,548 Charges and credits — 5,537 — — 5,537 Total costs and expenses — 298,372 52,205 (12,226 ) 338,351 Operating income (loss) — 46,394 (10,921 ) — 35,473 Interest expense 4,448 2,106 8,544 — 15,098 Income (loss) before income taxes (4,448 ) 44,288 (19,465 ) — 20,375 Provision (benefit) for income taxes (1,254 ) 12,487 (5,488 ) — 5,745 Net income (loss) (3,194 ) 31,801 (13,977 ) — 14,630 Income (loss) from consolidated subsidiaries 17,824 (13,977 ) — (3,847 ) — Consolidated net income (loss) $ 14,630 $ 17,824 $ (13,977 ) $ (3,847 ) $ 14,630 Condensed Consolidated Statement of Income for the Nine Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 848,163 $ — $ — $ 848,163 Finance charges and other revenues — 164,110 120,006 — 284,116 Servicing fee revenue — 25,476 — (25,476 ) — Total revenues — 1,037,749 120,006 (25,476 ) 1,132,279 Costs and expenses: Cost of goods sold — 509,746 — — 509,746 Selling, general and administrative expense — 370,407 26,075 (25,476 ) 371,006 Provision for bad debts — 71,312 61,056 — 132,368 Charges and credits — 3,142 — — 3,142 Total costs and expenses — 954,607 87,131 (25,476 ) 1,016,262 Operating income — 83,142 32,875 — 116,017 Interest expense 13,330 9,842 20,772 — 43,944 Income (loss) before income taxes (13,330 ) 73,300 12,103 — 72,073 Provision (benefit) for income taxes (3,227 ) 17,744 2,930 — 17,447 Net income (loss) (10,103 ) 55,556 9,173 — 54,626 Income from consolidated subsidiaries 64,729 9,173 — (73,902 ) — Consolidated net income $ 54,626 $ 64,729 $ 9,173 $ (73,902 ) $ 54,626 Condensed Consolidated Statement of Income for the Nine Months Ended October 31, 2018 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 855,943 $ — $ — $ 855,943 Finance charges and other revenues — 150,974 109,914 — 260,888 Servicing fee revenue — 32,007 — (32,007 ) — Total revenues — 1,038,924 109,914 (32,007 ) 1,116,831 Costs and expenses: Cost of goods sold — 507,102 — — 507,102 Selling, general and administrative expense — 353,542 32,413 (32,007 ) 353,948 Provision for bad debts — 44,591 97,864 — 142,455 Charges and credits — 5,837 — — 5,837 Total costs and expenses — 911,072 130,277 (32,007 ) 1,009,342 Operating income (loss) — 127,852 (20,363 ) — 107,489 Interest expense 13,339 8,872 25,273 — 47,484 Loss on extinguishment of debt — 142 1,631 — 1,773 Income (loss) before income taxes (13,339 ) 118,838 (47,267 ) — 58,232 Provision (benefit) for income taxes (3,175 ) 28,284 (11,250 ) — 13,859 Net income (loss) (10,164 ) 90,554 (36,017 ) — 44,373 Income (loss) from consolidated subsidiaries 54,537 (36,017 ) — (18,520 ) — Consolidated net income (loss) $ 44,373 $ 54,537 $ (36,017 ) $ (18,520 ) $ 44,373 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 25,217 $ 50,692 $ 16,620 $ — $ 92,529 Cash flows from investing activities: Purchase of customer accounts receivables — — (379,200 ) 379,200 — Sale of customer accounts receivables — — 379,200 (379,200 ) — Purchase of property and equipment — (48,324 ) — — (48,324 ) Proceeds from asset dispositions — 724 — — 724 Investment in subsidiary — (33,019 ) — 33,019 — Net cash used in investing activities — (80,619 ) — 33,019 (47,600 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 381,790 — 381,790 Payments on asset-backed notes — — (351,424 ) — (351,424 ) Borrowings from revolving credit facility — 1,247,195 — — 1,247,195 Contribution from subsidiary 33,019 — — (33,019 ) — Payments on revolving credit facility — (1,215,395 ) — — (1,215,395 ) Payments of debt issuance costs and amendment fees — (62 ) (3,354 ) — (3,416 ) Payments on warehouse facility — — (53,635 ) — (53,635 ) Proceeds from stock issued under employee benefit plans 835 — — — 835 Tax payments associated with equity-based compensation transactions — (2,009 ) — — (2,009 ) Payment for share repurchases (59,071 ) — — — (59,071 ) Other — (817 ) — — (817 ) Net cash provided by (used in) financing activities (25,217 ) 28,912 (26,623 ) (33,019 ) (55,947 ) Net change in cash, cash equivalents and restricted cash — (1,015 ) (10,003 ) — (11,018 ) Cash, cash equivalents and restricted cash, beginning of period — 7,462 57,475 — 64,937 Cash, cash equivalents and restricted cash, end of period $ — $ 6,447 $ 47,472 $ — $ 53,919 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended October 31, 2018 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (1,055 ) $ 188,302 $ (5,153 ) $ — $ 182,094 Cash flows from investing activities: Purchase of customer accounts receivables — — (525,846 ) 525,846 — Sale of customer accounts receivables — — 525,846 (525,846 ) — Purchase of property and equipment — (22,609 ) — — (22,609 ) Net cash used in investing activities — (22,609 ) — — (22,609 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 358,300 — 358,300 Payments on asset-backed notes — (169,443 ) (450,231 ) — (619,674 ) Borrowings from revolving credit facility — 1,266,333 — — 1,266,333 Payments on revolving credit facility — (1,260,283 ) — — (1,260,283 ) Borrowings from warehouse facility — — 173,286 — 173,286 Payments of debt issuance costs and amendment fees — (3,226 ) (4,155 ) — (7,381 ) Payments on warehouse facility — — (88,876 ) — (88,876 ) Proceeds from stock issued under employee benefit plans 1,055 — — — 1,055 Tax payments associated with equity-based compensation transactions — (2,931 ) — — (2,931 ) Payments from extinguishment of debt — (1,177 ) — — (1,177 ) Other — (760 ) — — (760 ) Net cash provided by (used in) financing activities 1,055 (171,487 ) (11,676 ) — (182,108 ) Net change in cash, cash equivalents and restricted cash — (5,794 ) (16,829 ) — (22,623 ) Cash, cash equivalents and restricted cash, beginning of period — 10,836 85,322 — 96,158 Cash, cash equivalents and restricted cash, end of period $ — $ 5,042 $ 68,493 $ — $ 73,535 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Oct. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Stockholders ’ Equity Share Repurchases. On May 30, 2019, we entered into a stock repurchase program pursuant to which we may repurchase up to $75.0 million of our outstanding common stock. The program will remain effective for one year, unless extended by the Board of Directors. During the three months ended October 31, 2019 , we repurchased 1,261,819 shares of our common stock at an average weighted cost per share of $19.58 for an aggregate amount of $24.7 million . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Asset-backed Note. On November 26, 2019, an affiliate of the Company (“the Issuer”) completed the issuance and sale of asset-backed notes in the aggregate principal amount of $486.0 million secured by the transferred customer accounts receivable and restricted cash held by a VIE, which resulted in net proceeds to us of $482.8 million , net of debt issuance costs. Net proceeds from the offering were used to repay indebtedness under the Company’s asset-based credit facility and for other general corporate purposes. The asset-backed notes mature on June 17, 2024 and consist of $317.2 million of the Issuer’s 2.66% Class A, Series 2019-B Asset Backed Fixed Rate Notes, $85.5 million of 3.62% Class B, Series 2019-B Asset Backed Fixed Rate Notes, and $83.3 million of 4.60% Class C, Series 2019-B Asset Backed Fixed Rate Notes. Share Repurchases. For the period November 1, 2019 through December 6, 2019, we repurchased an additional 348,776 shares of our common stock for $7.2 million at an average price of $ 20.68 per share. The total shares repurchased through December 6, 2019 under the plan in aggregate is 3,485,441 shares for $66.2 million at an average price of $ 19.00 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business. Conn’s, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its investments in its subsidiaries. References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc. and, as apparent from the context, its subsidiaries. Conn’s is a leading specialty retailer that offers a broad selection of quality, branded durable consumer goods and related services in addition to proprietary credit solutions for its core credit-constrained consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. We operate two reportable segments: retail and credit. Our retail stores bear the “Conn’s HomePlus” name with all of our stores providing the same products and services to a common customer group. Our stores follow the same procedures and methods in managing their operations. Our retail business and credit business are operated independently from each other. The credit segment is dedicated to providing short- and medium-term financing to our retail customers. The retail segment is not involved in credit approval decisions or collection efforts. Our management evaluates performance and allocates resources based on the operating results of the retail and credit segments. Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements of Conn’s, Inc. and its wholly-owned subsidiaries, including its Variable Interest Entities (“VIEs”), have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) and prevailing industry practice for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The condensed consolidated financial position, results of operations and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The balance sheet at January 31, 2019 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2019 (the “2019 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on March 26, 2019 |
Fiscal Year | 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 | Principles of Consolidation. The Condensed Consolidated Financial Statements include the accounts of Conn’s, Inc. and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. |
Variable Interest Entity | Variable Interest Entities. VIEs are consolidated if the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has (i) the power to direct the activities that most significantly impact the performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. We retain the servicing of the securitized portfolio and have a variable interest in each corresponding VIE by holding the residual equity. We have determined that we are the primary beneficiary of each respective VIE because (i) our servicing responsibilities for the securitized portfolio give us the power to direct the activities that most significantly impact the performance of the VIE and (ii) our variable interest in the VIE gives us the obligation to absorb losses and the right to receive residual returns that potentially could be significant. As a result, we consolidate the respective VIEs within our Condensed Consolidated Financial Statements. Refer to Note 5, Debt and Financing Lease Obligations , and Note 8, Variable Interest Entities , for additional information. |
Use of Estimates | 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 and Restricted Cash | Cash and Cash Equivalents. As of October 31, 2019 and January 31, 2019 , 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 $2.7 million and $2.5 million as of October 31, 2019 and January 31, 2019 , respectively. Restricted Cash. The restricted cash balance as of October 31, 2019 and January 31, 2019 includes $36.5 million and $45.3 million , respectively, of cash we collected as servicer on the securitized receivables that was subsequently remitted to the VIEs and $11.0 million and $12.2 million , respectively, of cash held by the VIEs as additional collateral for the asset-backed notes. |
Customer Accounts Receivable | Customer Accounts Receivable. Customer accounts receivable reported in the Condensed Consolidated Balance Sheet includes total receivables managed, including both those transferred to the VIEs and those not transferred to the VIEs. Customer accounts receivable are recognized at the time the customer takes possession of the product. Based on contractual terms, we record the amount of principal and accrued interest on customer receivables that is expected to be collected within the next twelve months in current assets with the remaining balance in long-term assets on the Condensed Consolidated Balance Sheet. Customer accounts receivable include the net of unamortized deferred fees charged to customers and origination costs. Customer receivables are considered delinquent if a payment has not been received on the scheduled due date. Accounts that are delinquent more than 209 days as of the end of a month are charged-off against the allowance for doubtful accounts along with interest accrued subsequent to the last payment. In an effort to mitigate losses on our accounts receivable, we may make loan modifications to a borrower experiencing financial difficulty. In our role as servicer, we may also make modifications to loans held by the VIEs. The loan modifications are intended to maximize net cash flow after expenses and avoid the need to exercise legal remedies available to us. We may extend or “re-age” a portion of our customer accounts, which involves modifying the payment terms to defer a portion of the cash payments due. Our re-aging of customer accounts does not change the interest rate or the total principal amount due from the customer and typically does not reduce the monthly contractual payments. To a much lesser extent, we may provide the customer the ability to refinance their account, which typically does not change the interest rate or the total principal amount due from the customer but does reduce the monthly contractual payments and extend the term. We consider accounts that have been re-aged in excess of three months or refinanced as Troubled Debt Restructurings (“TDR” or “Restructured Accounts”). |
Interest Income on Customer Accounts Receivable | 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 October 31, 2019 and January 31, 2019 , there was $10.7 million and $11.2 million , respectively, of deferred interest included in deferred revenues and other credits and other long-term liabilities. The deferred interest will ultimately be brought into income as the accounts pay off or charge-off. We offer a 12 -month no -interest option program. If the customer is delinquent in making a scheduled monthly payment or does not repay the principal in full by the end of the no-interest option program period (grace periods are provided), the account does not qualify for the no-interest provision and none of the interest earned is waived. Interest income is recognized based on estimated accrued interest earned to date on all no -interest option finance programs with an offsetting reserve for those customers expected to satisfy the requirements of the program based on our historical experience. We recognize interest income on TDR accounts using the interest income method, which requires reporting interest income equal to the increase in the net carrying amount of the loan attributable to the passage of time. Cash proceeds and other adjustments are applied to the net carrying amount such that it equals the present value of expected future cash flows. We place accounts in non-accrual status when legally required. Payments received on non-accrual loans are applied to principal and reduce the balance of the loan. At October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable in non-accrual status was $14.2 million and $13.9 million , respectively. At October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable that were past due 90 days or more and still accruing interest totaled $112.7 million and $106.5 million , respectively. At October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable in a bankruptcy status that were less than 60 days past due of $11.8 million and $12.0 million , respectively, were included within the customer receivables balance carried in non-accrual status. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts. The determination of the amount of the allowance for bad debts 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 bad debts. 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 doubtful accounts, including estimated uncollectible interest, to cover probable and estimable 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. We record an allowance for doubtful accounts on our non-TDR customer accounts receivable that we expect to charge-off over the next 12 months based on historical gross charge-off rates over the last 24 months. We incorporate an adjustment to historical gross charge-off rates for a scaled factor of the year-over-year change in six month average first payment default rates and the year-over-year change in the balance of customer accounts receivable that are 60 days or more past due. In addition to adjusted historical gross charge-off rates, estimates of post-charge-off recoveries, including cash payments from customers, amounts realized from the repossession of the products financed, sales tax recoveries from taxing jurisdictions, and payments received under credit insurance and repair service agreement (“RSA”) policies are also considered. During the three months ended October 31, 2019, we shortened the lookback period used to estimate post-charge-off recoveries for customer balances from a cumulative average collection rate to a 24 month average collection rate. The 24 month lookback period is consistent with the lookback period used elsewhere in the allowance for bad debt calculation and is more closely aligned with current collections practices. The impact of the change to a 24 month recovery rate implemented in the third quarter was a reduction to the allowance for doubtful accounts of $ 2.8 million. Qualitative adjustments are made to the allowance for bad debts when, based on management’s judgment, there are internal or external factors impacting probable incurred losses not taken into account by the quantitative calculations. These qualitative considerations are based on the following factors: changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio, changes in lending management, changes in credit quality statistics, changes in concentrations of credit, and other internal or external factor changes. We utilize an economic qualitative adjustment based on changes in unemployment rates if current unemployment rates in our markets are worse than they were on average over the last 24 months. We also qualitatively limit the impact of changes in first payment default rates and changes in delinquency when those changes result in a decrease to the allowance for bad debts based on a measure of the dispersion of historical charge-off rates. We determine allowances for those accounts that are TDR based on the discounted present value of cash flows expected to be collected over the life of those accounts based primarily on the performance of TDR loans over the last 24 months. The cash flows are discounted based on the weighted-average effective interest rate of the TDR accounts. The excess of the carrying amount over the discounted cash flow amount is recorded as an allowance for loss on those accounts. |
Debt Issuance Costs | 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 5, Debt and Financing Lease Obligations , are included in other assets on our Condensed Consolidated Balance Sheet and were $4.7 million and $6.1 million as of October 31, 2019 and January 31, 2019 , respectively. |
Income Taxes | Income Taxes. For the nine months ended October 31, 2019 and 2018 , we utilized the estimated annual effective tax rate based on our estimated fiscal year 2020 and 2019 pre-tax income, respectively, in determining income tax expense. Provision for income taxes for interim periods is based on an estimated annual income tax rate, adjusted for discrete tax items. As a result, our interim effective tax rates may vary significantly from the statutory tax rate and the annual effective tax rate. For the nine months ended October 31, 2019 and 2018 , the effective tax rate was 24.2% and 23.8% , respectively. The primary factor affecting the increase in our effective tax rate for the nine months ended October 31, 2019 w |
Share-based Compensation | Stock-based Compensation. Stock-based compensation expense is recorded, net of estimated forfeitures, for share-based compensation awards over the requisite service period using the straight-line method. An adjustment is made to compensation cost for any difference between the estimated forfeitures and the actual forfeitures related to the awards. For equity-classified share-based compensation awards, expense is recognized based on the grant-date fair value. For stock option grants, we use the Black-Scholes model to determine fair value. For grants of restricted stock units (“RSUs”), 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 (“PSUs”), the fair value of the grant is the market value of our stock at the date of issuance adjusted for a market condition, a performance condition and a service condition. |
Earnings per Share | Earnings per Share. Basic earnings per share for a particular period 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, RSUs and PSUs, which are calculated using the treasury-stock method. |
Fair Value of Financial Instruments | 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 October 31, 2019 , the fair value of the Senior Notes outstanding, which was determined using Level 1 inputs, was $226.5 million as compared to the carrying value of $227.0 million , excluding the impact of the related discount. At October 31, 2019 , the fair value of the asset-backed notes approximates their carrying value and was determined using Level 2 inputs based on inactive trading activity. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue. Deferred revenue related to contracts with customers consists of deferred customer deposits and deferred RSA administration fees. During the three and nine months ended October 31, 2019 , we recognized $1.0 million and $1.4 million of revenue for customer deposits deferred as of January 31, 2019. During the three and nine months ended October 31, 2019 , we recognized $1.4 million and $3.9 million of revenue for RSA administrative fees deferred as of January 31, 2019 . |
Recent Accounting Pronouncements Adopted and Recent Accounting Pronouncements Yet To Be Adopted | Recent Accounting Pronouncements Adopted. 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 accounting treatment for land easements on existing agreements. We also adopted an optional transition method finalized by the FASB in July 2018 that waives the requirement to apply this ASU in the comparative periods presented within the financial statements in the year of adoption. Therefore, results for reporting periods beginning after February 1, 2019 are presented under ASC Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under ASC Topic 840. 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 (in thousands) Balance at January 31, 2019 Adjustments due to ASC 842 Balance at February 1, 2019 Assets Current assets (1) $ 1,014,394 $ (2,983 ) $ 1,011,411 Operating lease right-of-use assets (2) — 227,421 227,421 Deferred income taxes (3) 27,535 (1,447 ) 26,088 Liabilities Current liabilities (4) 237,568 (12,426 ) 225,142 Operating lease liability - current (5) — 29,815 29,815 Deferred rent (4) 93,127 (93,127 ) — Operating lease liability - non-current (5) — 300,170 300,170 Other long-term liabilities (3) 33,015 (7,606 ) 25,409 Stockholder’s equity (3) 619,975 6,160 626,135 (1) Reclassification of the $3.0 million January 31, 2019 balance of accounts receivable for tenant improvement allowances to 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. Recent Accounting Pronouncements Yet to Be Adopted. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL). ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. This is a change from the current incurred loss model. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . ASU 2019-04 requires the current estimate of recoveries to be included in the allowance for credit losses. The standards will become effective for us on February 1, 2020, and we plan to adopt these standards under the modified retrospective approach. Any changes in reserves at the date of adoption will be recorded in retained earnings as of the beginning of the reporting period of the adoption date as a cumulative-effect adjustment. We performed a scoping analysis of our balance sheet to determine which accounts would be impacted by the new standard. Based on this review, it was determined that, aside from the customer accounts receivable balance, no other financial statement line items would be materially impacted by CECL. We have formed a cross-functional working group comprised of individuals from various functional areas including credit, finance, accounting, and information technology to oversee our CECL implementation. We have developed a model based on our historical gross charge-off history, adjusted for expected recoveries by running the existing portfolio through preliminary simulations, which incorporate current portfolio composition and economic assumptions and expectations. The results of those preliminary simulations indicate that our reserves for credit losses could increase between 40 - 60% upon implementation of ASU 2016-13. This projected increase is primarily driven by the required change from incurred to lifetime expected losses. However, we continue to refine and validate our model through review of key assumptions and parallel testing against both our current incurred loss model and a challenger model. These efforts to refine the model will continue through the remainder of fiscal year 2020, with parallel runs to continue into adoption and through fiscal year 2021. The ultimate impact on the date of adoption will depend on the size and composition of our portfolio, the portfolio’s credit quality and economic conditions at the date of adoption, in addition to refinements to our model, methodology and key assumptions. We have established formal policies supporting the accounting, controls and additional disclosures around the ASU 2016-13 implementation. As with our continued efforts to refine the model, we expect our work related to controls and governance to continue through the remainder of fiscal year 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
RSUs, PSUs and stock options granted during the period | The following table sets forth the RSUs, stock options and PSUs granted during the three and nine months ended October 31, 2019 and 2018 : Three Months Ended Nine Months Ended 2019 2018 2019 2018 RSUs (1) 2,534 3,200 106,328 153,089 Stock Options (2) — — — 620,166 PSUs (3) — — 33,894 — Total stock awards granted 2,534 3,200 140,222 773,255 Aggregate grant date fair value (in thousands) $ 65 $ 120 $ 2,910 $ 17,304 (1) The majority of RSUs issued during the three and nine months ended October 31, 2019 and 2018 are scheduled to vest ratably over periods of three to four years from the date of grant. (2) The weighted-average assumptions for the option awards granted during the nine months ended October 31, 2018 included expected volatility of 68.0% , an expected term of 6.5 years and risk-free interest rate of 2.67% . No dividend yield was included in the weighted-average assumptions for the option awards granted during the nine months ended October 31, 2018 . (3) The PSUs issued during the nine months ended October 31, 2019 will vest, if at all, upon certification, after the Company’s fiscal year 2022 by the Compensation Committee, of the satisfaction of certain performance conditions. |
Shares outstanding for the earnings per share calculations | The following table sets forth the shares outstanding for the earnings per share calculations: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Weighted-average common shares outstanding - Basic 29,094,062 31,712,862 30,796,114 31,636,270 Dilutive effect of stock options, PSUs and RSUs 616,678 609,012 557,720 615,682 Weighted-average common shares outstanding - Diluted 29,710,740 32,321,874 31,353,834 32,251,952 |
Cumulative effect of the changes for adoption of ASC 842 | 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 (in thousands) Balance at January 31, 2019 Adjustments due to ASC 842 Balance at February 1, 2019 Assets Current assets (1) $ 1,014,394 $ (2,983 ) $ 1,011,411 Operating lease right-of-use assets (2) — 227,421 227,421 Deferred income taxes (3) 27,535 (1,447 ) 26,088 Liabilities Current liabilities (4) 237,568 (12,426 ) 225,142 Operating lease liability - current (5) — 29,815 29,815 Deferred rent (4) 93,127 (93,127 ) — Operating lease liability - non-current (5) — 300,170 300,170 Other long-term liabilities (3) 33,015 (7,606 ) 25,409 Stockholder’s equity (3) 619,975 6,160 626,135 (1) Reclassification of the $3.0 million January 31, 2019 balance of accounts receivable for tenant improvement allowances to 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. |
Customer Accounts Receivable (T
Customer Accounts Receivable (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Receivables [Abstract] | |
Allowance for doubtful accounts and uncollectible interest for customer receivables | Customer accounts receivable consisted of the following: (in thousands) October 31, January 31, Customer accounts receivable portfolio balance $ 1,567,700 $ 1,589,828 Deferred fees and origination costs, net (15,566 ) (16,579 ) Allowance for no-interest option credit programs (16,127 ) (19,257 ) Allowance for uncollectible interest (17,229 ) (15,555 ) Carrying value of customer accounts receivable 1,518,778 1,538,437 Allowance for bad debts (191,335 ) (199,324 ) Carrying value of customer accounts receivable, net of allowance for bad debts 1,327,443 1,339,113 Short-term portion of customer accounts receivable, net (666,922 ) (652,769 ) Long-term customer accounts receivable, net $ 660,521 $ 686,344 Carrying Value (in thousands) October 31, January 31, Customer accounts receivable 60+ days past due (1) $ 152,825 $ 146,188 Re-aged customer accounts receivable (2)(3)(4) 422,771 395,576 Restructured customer accounts receivable (5) 201,121 183,641 (1) As of October 31, 2019 and January 31, 2019 , the carrying value of customer accounts receivable past due one day or greater was $482.3 million and $420.9 million , respectively. These amounts include the 60+ days past due balances shown above. (2) The re-aged carrying value as of October 31, 2019 and January 31, 2019 includes $98.5 million and $92.4 million in carrying value that are both 60+ days past due and re-aged. (3) The re-aged carrying value as of October 31, 2019 and January 31, 2019 includes $12.4 million and $26.5 million in first time re-ages related to customers within FEMA-designated Hurricane Harvey disaster areas. (4) The re-aged carrying value as of October 31, 2019 includes $ 7.3 million in first time re-ages related to customers within FEMA-designated Tropical Storm Imelda disaster areas. (5) The restructured carrying value as of October 31, 2019 and January 31, 2019 includes $46.9 million and $43.9 million in carrying value that are both 60+ days past due and restructured. |
Activity in the allowance for doubtful accounts and uncollectible interest for customer receivables | The following presents the activity in our allowance for doubtful accounts and uncollectible interest for customer accounts receivable: Nine Months Ended October 31, 2019 Nine Months Ended October 31, 2018 (in thousands) Customer Customer Allowance at beginning of period $ 147,123 $ 67,756 $ 214,879 $ 148,856 $ 54,716 $ 203,572 Provision (1) 118,442 55,303 173,745 127,472 51,440 178,912 Principal charge-offs (2) (116,698 ) (44,686 ) (161,384 ) (119,242 ) (38,990 ) (158,232 ) Interest charge-offs (27,076 ) (10,368 ) (37,444 ) (23,696 ) (7,748 ) (31,444 ) Recoveries (2) 13,571 5,197 18,768 10,768 3,521 14,289 Allowance at end of period $ 135,362 $ 73,202 $ 208,564 $ 144,158 $ 62,939 $ 207,097 Average total customer portfolio balance $ 1,362,790 $ 195,471 $ 1,558,261 $ 1,341,415 $ 167,473 $ 1,508,888 (1) Includes provision for uncollectible interest, which is included in finance charges and other revenues. (2) Charge-offs include the principal amount of losses (excluding accrued and unpaid interest). 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. |
Charges and Credits Charges an
Charges and Credits Charges and Credits (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Charges and Credits [Abstract] | |
Schedule of Charges and Credits | Charges and credits consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 Securities-related regulatory matter and other legal fees $ — $ — $ — $ 300 Employee severance — 737 — 737 Legal judgment — 4,800 — 4,800 Write-off of software costs 1,209 — 1,209 — Facility closure costs 2,628 — 1,933 — Total charges and credits $ 3,837 $ 5,537 $ 3,142 $ 5,837 |
Finance Charges and Other Rev_2
Finance Charges and Other Revenue (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Supplemental Disclosure of Finance Charges and Other Revenue [Abstract] | |
Schedule of finance charges and other revenues | Finance charges and other revenues consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 Interest income and fees $ 87,484 $ 82,964 $ 256,705 $ 239,745 Insurance income 9,905 6,807 26,809 20,852 Other revenues 197 179 602 291 Total finance charges and other revenues $ 97,586 $ 89,950 $ 284,116 $ 260,888 |
Debt and Financing Lease Obli_2
Debt and Financing Lease Obligations (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Debt and financing lease obligations consisted of the following: (in thousands) October 31, January 31, Revolving Credit Facility $ 298,300 $ 266,500 Senior Notes 227,000 227,000 2017-B VIE Asset-backed Class B Notes 3,765 98,297 2017-B VIE Asset-backed Class C Notes 78,640 78,640 2018-A VIE Asset-backed Class A Notes 46,667 105,971 2018-A VIE Asset-backed Class B Notes 28,144 63,908 2018-A VIE Asset-backed Class C Notes 28,144 63,908 2019-A VIE Asset-backed Class A Notes 128,470 — 2019-A VIE Asset-backed Class B Notes 64,750 — 2019-A VIE Asset-backed Class C Notes 62,510 — Warehouse Notes — 53,635 Financing lease obligations 5,368 5,075 Total debt and financing lease obligations 971,758 962,934 Less: Discount on debt (1,545 ) (1,966 ) Deferred debt issuance costs (4,543 ) (5,637 ) Current maturities of long-term debt and financing lease obligations (607 ) (54,109 ) Long-term debt and financing lease obligations $ 965,063 $ 901,222 |
Schedule of Asset-backed Notes | The asset-backed notes outstanding as of October 31, 2019 consisted of the following: (dollars in thousands) Asset-Backed Notes Original Principal Amount Original Net Proceeds (1) Current Principal Amount Issuance Date Maturity Date Contractual Interest Rate Effective Interest Rate (2) 2017-B Class B Notes $ 132,180 $ 131,281 $ 3,765 12/20/2017 4/15/2021 4.52% 5.32% 2017-B Class C Notes 78,640 77,843 78,640 12/20/2017 11/15/2022 5.95% 6.37% 2018-A Class A Notes 219,200 217,832 46,667 8/15/2018 1/17/2023 3.25% 4.81% 2018-A Class B Notes 69,550 69,020 28,144 8/15/2018 1/17/2023 4.65% 5.60% 2018-A Class C Notes 69,550 68,850 28,144 8/15/2018 1/17/2023 6.02% 6.97% 2019-A Class A Notes 254,530 253,026 128,470 4/24/2019 10/16/2023 3.40% 4.75% 2019-A Class B Notes 64,750 64,276 64,750 4/24/2019 10/16/2023 4.36% 5.20% 2019-A Class C Notes 62,510 61,898 62,510 4/24/2019 10/16/2023 5.29% 6.18% Total $ 950,910 $ 944,026 $ 441,090 (1) After giving effect to debt issuance costs. (2) For the nine months ended October 31, 2019, and inclusive of the impact of changes in timing of actual and expected cash flows. |
Covenant Compliance | A summary of the significant financial covenants that govern our Revolving Credit Facility, as amended, compared to our actual compliance status at October 31, 2019 is presented below: Actual Required Minimum/ Maximum Interest Coverage Ratio for the quarter must equal or exceed (minimum) 4.05:1.00 1.00:1.00 Interest Coverage Ratio for the trailing two quarters must equal or exceed (minimum) 4.36:1.00 1.50:1.00 Leverage Ratio must not exceed (maximum) 2.00:1.00 4.00:1.00 ABS Excluded Leverage Ratio must not exceed (maximum) 1.37:1.00 2.00:1.00 Capital Expenditures, net, must not exceed (maximum) $32.3 million $100.0 million |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost | Additional details regarding the Company’s leasing activities as a lessee are presented below: Other Information Nine Months Ended (dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 51,109 Weighted-average remaining lease term (in years) Finance leases 11.2 Operating leases 7.1 Weighted-average discount rate Finance leases 6.1 % Operating leases (1) 8.4 % (1) Upon adoption of ASC 842, discount rates for existing operating leases were established as of February 1, 2019. Supplemental lease information is summarized below: (in thousands) Balance sheet classification October 31, Assets Operating lease assets Operating lease right-of-use assets $ 240,879 Finance lease assets Property and equipment, net 5,436 Total leased assets 246,315 Liabilities Operating (1) Operating lease liability - current $ 46,513 Finance Current maturities of debt and finance lease obligations 607 Operating Operating lease liability - non current 322,248 Finance Long-term debt and finance lease obligations 4,761 Total lease liabilities $ 374,129 (1) Represents the gross operating lease liability before tenant improvement allowances. As of October 31, 2019 , we had $8.0 million of tenant improvement allowances to be remitted by the landlord. Lease Cost Three Months Ended October 31, 2019 Nine Months Ended October 31, 2019 (in thousands) Income statement classification Operating lease costs (1) Selling, general and administrative expense $ 14,838 $ 43,353 Impairment of ROU asset Charges and credits 1,933 1,933 Total Operating Lease Cost $ 16,771 $ 45,286 (1) Includes short-term and variable lease costs, which are not significant. |
Lessee, Operating Lease, Liability, Maturity | The following table presents a summary of our minimum contractual commitments and obligations as of October 31, 2019 : Operating Leases Finance Leases Total (in thousands) 2020 $ 75,016 $ 927 $ 75,943 2021 73,241 916 74,157 2022 72,146 726 72,872 2023 67,374 734 68,108 2024 58,799 750 59,549 Thereafter 145,986 3,512 149,498 Total undiscounted cash flows 492,562 7,565 500,127 Less: Interest 123,801 2,197 125,998 Total lease liabilities $ 368,761 $ 5,368 $ 374,129 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of assets and liabilities held by the VIE | 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) October 31, January 31, Assets: Restricted cash $ 47,472 $ 57,475 Due from Conn’s, Inc., net 10,181 5,504 Customer accounts receivable: Customer accounts receivable 454,573 538,826 Restructured accounts 130,820 135,834 Allowance for uncollectible accounts (99,514 ) (106,327 ) Allowance for no-interest option credit programs (4,478 ) (8,047 ) Deferred fees and origination costs (4,228 ) (5,321 ) Total customer accounts receivable, net 477,173 554,965 Total assets $ 534,826 $ 617,944 Liabilities: Accrued expenses $ 3,455 $ 3,939 Other liabilities 4,557 5,513 Short-term debt: Warehouse Notes — 53,635 Long-term debt: 2017-B Class B Notes 3,765 98,297 2017-B Class C Notes 78,640 78,640 2018-A Class A Notes 46,667 105,971 2018-A Class B Notes 28,144 63,908 2018-A Class C Notes 28,144 63,908 2019-A Class A Notes 128,470 — 2019-A Class B Notes 64,750 — 2019-A Class C Notes 62,510 — 441,090 410,724 Less: deferred debt issuance costs (2,472 ) (2,731 ) Total long-term debt 438,618 407,993 Total debt $ 438,618 $ 461,628 Total liabilities $ 446,630 $ 471,080 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial information by segment | Financial information by segment is presented in the following tables: Three Months Ended October 31, 2019 Three Months Ended October 31, 2018 (in thousands) Retail Credit Total Retail Credit Total Revenues: Furniture and mattress $ 89,070 $ — $ 89,070 $ 91,342 $ — $ 91,342 Home appliance 90,343 — 90,343 79,542 — 79,542 Consumer electronics 48,113 — 48,113 60,008 — 60,008 Home office 18,681 — 18,681 22,661 — 22,661 Other 4,026 — 4,026 3,178 — 3,178 Product sales 250,233 — 250,233 256,731 — 256,731 Repair service agreement commissions 26,478 — 26,478 23,579 — 23,579 Service revenues 3,411 — 3,411 3,564 — 3,564 Total net sales 280,122 — 280,122 283,874 — 283,874 Finance charges and other revenues 197 97,389 97,586 179 89,771 89,950 Total revenues 280,319 97,389 377,708 284,053 89,771 373,824 Costs and expenses: Cost of goods sold 170,453 — 170,453 166,886 — 166,886 Selling, general and administrative expense (1) 87,105 38,503 125,608 80,894 37,486 118,380 Provision for bad debts 535 42,051 42,586 286 47,262 47,548 Charges and credits 2,628 1,209 3,837 737 4,800 5,537 Total costs and expenses 260,721 81,763 342,484 248,803 89,548 338,351 Operating income 19,598 15,626 35,224 35,250 223 35,473 Interest expense — 15,051 15,051 — 15,098 15,098 Income (loss) before income taxes $ 19,598 $ 575 $ 20,173 $ 35,250 $ (14,875 ) $ 20,375 Nine Months Ended October 31, 2019 Nine Months Ended October 31, 2018 (in thousands) Retail Credit Total Retail Credit Total Revenues: Furniture and mattress $ 276,889 $ — $ 276,889 $ 285,428 $ — $ 285,428 Home appliance 266,989 — 266,989 249,036 — 249,036 Consumer electronics 151,454 — 151,454 167,964 — 167,964 Home office 52,270 — 52,270 60,260 — 60,260 Other 11,654 — 11,654 10,536 — 10,536 Product sales 759,256 — 759,256 773,224 — 773,224 Repair service agreement commissions 78,149 — 78,149 72,104 — 72,104 Service revenues 10,758 — 10,758 10,615 — 10,615 Total net sales 848,163 — 848,163 855,943 — 855,943 Finance charges and other revenues 602 283,514 284,116 291 260,597 260,888 Total revenues 848,765 283,514 1,132,279 856,234 260,597 1,116,831 Costs and expenses: Cost of goods sold 509,746 — 509,746 507,102 — 507,102 Selling, general and administrative expense (1) 254,874 116,132 371,006 241,649 112,299 353,948 Provision for bad debts 645 131,723 132,368 789 141,666 142,455 Charges and credits 1,933 1,209 3,142 1,037 4,800 5,837 Total costs and expenses 767,198 249,064 1,016,262 750,577 258,765 1,009,342 Operating income 81,567 34,450 116,017 105,657 1,832 107,489 Interest expense — 43,944 43,944 — 47,484 47,484 Loss on extinguishment of debt — — — — 1,773 1,773 Income (loss) before income taxes $ 81,567 $ (9,494 ) $ 72,073 $ 105,657 $ (47,425 ) $ 58,232 October 31, 2019 October 31, 2018 (in thousands) Retail Credit Total Retail Credit Total Total assets $ 672,181 $ 1,484,644 $ 2,156,825 $ 453,279 $ 1,387,733 $ 1,841,012 (1) For the three months ended October 31, 2019 and 2018 , the amount of corporate overhead allocated to each segment reflected in SG&A was $5.7 million and $9.1 million , respectively. For the three months ended October 31, 2019 and 2018 , the amount of reimbursement made to the retail segment by the credit segment was $9.8 million and $9.5 million , respectively. For the nine months ended October 31, 2019 and 2018 , the amount of corporate overhead allocated to each segment reflected in SG&A was $23.4 million and $26.7 million , respectively. For the nine months ended October 31, 2019 and 2018 , the amount of reimbursement made to the retail segment by the credit segment was $29.2 million and $28.3 million , respectively. |
Guarantor Financial Informati_2
Guarantor Financial Information (Tables) | 9 Months Ended |
Oct. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidated Balance Sheet | (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 4,672 $ — $ — $ 4,672 Restricted cash — 1,775 47,472 — 49,247 Customer accounts receivable, net of allowances — 476,144 190,778 — 666,922 Other accounts receivable — 66,748 — — 66,748 Inventories — 247,614 — — 247,614 Other current assets — 14,153 10,181 (11,785 ) 12,549 Total current assets — 811,106 248,431 (11,785 ) 1,047,752 Investment in and advances to subsidiaries 835,653 88,196 — (923,849 ) — Long-term portion of customer accounts receivable, net of allowances — 374,126 286,395 — 660,521 Property and equipment, net — 172,341 — — 172,341 Operating lease right-of-use assets — 240,879 — — 240,879 Deferred income taxes 22,908 — — — 22,908 Other assets — 12,424 — — 12,424 Total assets $ 858,561 $ 1,699,072 $ 534,826 $ (935,634 ) $ 2,156,825 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and financing lease obligations $ — $ 607 $ — $ — $ 607 Accounts payable — 85,908 — — 85,908 Accrued expenses 4,800 70,939 3,455 (2,417 ) 76,777 Operating lease liability - current — 38,541 — — 38,541 Other current liabilities — 17,646 2,720 (9,368 ) 10,998 Total current liabilities 4,800 213,641 6,175 (11,785 ) 212,831 Operating lease liability - non current — 322,248 — — 322,248 Long-term debt and financing lease obligations 223,384 303,061 438,618 — 965,063 Other long-term liabilities — 24,469 1,837 — 26,306 Total liabilities 228,184 863,419 446,630 (11,785 ) 1,526,448 Total stockholders’ equity 630,377 835,653 88,196 (923,849 ) 630,377 Total liabilities and stockholders’ equity $ 858,561 $ 1,699,072 $ 534,826 $ (935,634 ) $ 2,156,825 Deferred income taxes related to tax attributes of the Guarantors and Non-Guarantor Subsidiaries are reflected under Conn’s, Inc. Condensed Consolidated Balance Sheet as of January 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 5,912 $ — $ — $ 5,912 Restricted cash — 1,550 57,475 — 59,025 Customer accounts receivable, net of allowances — 328,705 324,064 — 652,769 Other accounts receivable — 67,078 — — 67,078 Inventories — 220,034 — — 220,034 Other current assets — 12,344 5,504 (8,272 ) 9,576 Total current assets — 635,623 387,043 (8,272 ) 1,014,394 Investment in and advances to subsidiaries 815,524 146,864 — (962,388 ) — Long-term portion of customer accounts receivable, net of allowances — 455,443 230,901 — 686,344 Property and equipment, net — 148,983 — — 148,983 Deferred income taxes 27,535 — — — 27,535 Other assets — 7,651 — — 7,651 Total assets $ 843,059 $ 1,394,564 $ 617,944 $ (970,660 ) $ 1,884,907 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and financing lease obligations $ — $ 474 $ 53,635 $ — $ 54,109 Accounts payable — 71,118 — — 71,118 Accrued expenses 686 88,478 3,939 (2,768 ) 90,335 Other current liabilities — 24,918 2,592 (5,504 ) 22,006 Total current liabilities 686 184,988 60,166 (8,272 ) 237,568 Deferred rent — 93,127 — — 93,127 Long-term debt and financing lease obligations 222,398 270,831 407,993 — 901,222 Other long-term liabilities — 30,094 2,921 — 33,015 Total liabilities 223,084 579,040 471,080 (8,272 ) 1,264,932 Total stockholders’ equity 619,975 815,524 146,864 (962,388 ) 619,975 Total liabilities and stockholders’ equity $ 843,059 $ 1,394,564 $ 617,944 $ (970,660 ) $ 1,884,907 |
Condensed Consolidated Statement of Operations | Condensed Consolidated Statement of Income for the Three Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 280,122 $ — $ — $ 280,122 Finance charges and other revenues — 56,758 40,828 — 97,586 Servicing fee revenue — 7,778 — (7,778 ) — Total revenues — 344,658 40,828 (7,778 ) 377,708 Costs and expenses: Cost of goods sold — 170,453 — — 170,453 Selling, general and administrative expense — 125,402 7,984 (7,778 ) 125,608 Provision for bad debts — 26,973 15,613 — 42,586 Charges and credits — 3,837 — — 3,837 Total costs and expenses — 326,665 23,597 (7,778 ) 342,484 Operating income — 17,993 17,231 — 35,224 Interest expense 4,444 3,918 6,689 — 15,051 Income (loss) before income taxes (4,444 ) 14,075 10,542 — 20,173 Provision (benefit) for income taxes (1,101 ) 3,575 2,556 — 5,030 Net income (loss) (3,343 ) 10,500 7,986 — 15,143 Income from consolidated subsidiaries 18,486 7,986 — (26,472 ) — Consolidated net income $ 15,143 $ 18,486 $ 7,986 $ (26,472 ) $ 15,143 Condensed Consolidated Statement of Income for the Three Months Ended October 31, 2018 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 283,874 $ — $ — $ 283,874 Finance charges and other revenues — 48,666 41,284 — 89,950 Servicing fee revenue — 12,226 — (12,226 ) — Total revenues — 344,766 41,284 (12,226 ) 373,824 Costs and expenses: Cost of goods sold — 166,886 — — 166,886 Selling, general and administrative expense — 118,234 12,372 (12,226 ) 118,380 Provision for bad debts — 7,715 39,833 — 47,548 Charges and credits — 5,537 — — 5,537 Total costs and expenses — 298,372 52,205 (12,226 ) 338,351 Operating income (loss) — 46,394 (10,921 ) — 35,473 Interest expense 4,448 2,106 8,544 — 15,098 Income (loss) before income taxes (4,448 ) 44,288 (19,465 ) — 20,375 Provision (benefit) for income taxes (1,254 ) 12,487 (5,488 ) — 5,745 Net income (loss) (3,194 ) 31,801 (13,977 ) — 14,630 Income (loss) from consolidated subsidiaries 17,824 (13,977 ) — (3,847 ) — Consolidated net income (loss) $ 14,630 $ 17,824 $ (13,977 ) $ (3,847 ) $ 14,630 Condensed Consolidated Statement of Income for the Nine Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 848,163 $ — $ — $ 848,163 Finance charges and other revenues — 164,110 120,006 — 284,116 Servicing fee revenue — 25,476 — (25,476 ) — Total revenues — 1,037,749 120,006 (25,476 ) 1,132,279 Costs and expenses: Cost of goods sold — 509,746 — — 509,746 Selling, general and administrative expense — 370,407 26,075 (25,476 ) 371,006 Provision for bad debts — 71,312 61,056 — 132,368 Charges and credits — 3,142 — — 3,142 Total costs and expenses — 954,607 87,131 (25,476 ) 1,016,262 Operating income — 83,142 32,875 — 116,017 Interest expense 13,330 9,842 20,772 — 43,944 Income (loss) before income taxes (13,330 ) 73,300 12,103 — 72,073 Provision (benefit) for income taxes (3,227 ) 17,744 2,930 — 17,447 Net income (loss) (10,103 ) 55,556 9,173 — 54,626 Income from consolidated subsidiaries 64,729 9,173 — (73,902 ) — Consolidated net income $ 54,626 $ 64,729 $ 9,173 $ (73,902 ) $ 54,626 Condensed Consolidated Statement of Income for the Nine Months Ended October 31, 2018 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 855,943 $ — $ — $ 855,943 Finance charges and other revenues — 150,974 109,914 — 260,888 Servicing fee revenue — 32,007 — (32,007 ) — Total revenues — 1,038,924 109,914 (32,007 ) 1,116,831 Costs and expenses: Cost of goods sold — 507,102 — — 507,102 Selling, general and administrative expense — 353,542 32,413 (32,007 ) 353,948 Provision for bad debts — 44,591 97,864 — 142,455 Charges and credits — 5,837 — — 5,837 Total costs and expenses — 911,072 130,277 (32,007 ) 1,009,342 Operating income (loss) — 127,852 (20,363 ) — 107,489 Interest expense 13,339 8,872 25,273 — 47,484 Loss on extinguishment of debt — 142 1,631 — 1,773 Income (loss) before income taxes (13,339 ) 118,838 (47,267 ) — 58,232 Provision (benefit) for income taxes (3,175 ) 28,284 (11,250 ) — 13,859 Net income (loss) (10,164 ) 90,554 (36,017 ) — 44,373 Income (loss) from consolidated subsidiaries 54,537 (36,017 ) — (18,520 ) — Consolidated net income (loss) $ 44,373 $ 54,537 $ (36,017 ) $ (18,520 ) $ 44,373 |
Condensed Consolidated Statement of Cash Flows | Condensed Consolidated Statement of Cash Flows for the Nine Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 25,217 $ 50,692 $ 16,620 $ — $ 92,529 Cash flows from investing activities: Purchase of customer accounts receivables — — (379,200 ) 379,200 — Sale of customer accounts receivables — — 379,200 (379,200 ) — Purchase of property and equipment — (48,324 ) — — (48,324 ) Proceeds from asset dispositions — 724 — — 724 Investment in subsidiary — (33,019 ) — 33,019 — Net cash used in investing activities — (80,619 ) — 33,019 (47,600 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 381,790 — 381,790 Payments on asset-backed notes — — (351,424 ) — (351,424 ) Borrowings from revolving credit facility — 1,247,195 — — 1,247,195 Contribution from subsidiary 33,019 — — (33,019 ) — Payments on revolving credit facility — (1,215,395 ) — — (1,215,395 ) Payments of debt issuance costs and amendment fees — (62 ) (3,354 ) — (3,416 ) Payments on warehouse facility — — (53,635 ) — (53,635 ) Proceeds from stock issued under employee benefit plans 835 — — — 835 Tax payments associated with equity-based compensation transactions — (2,009 ) — — (2,009 ) Payment for share repurchases (59,071 ) — — — (59,071 ) Other — (817 ) — — (817 ) Net cash provided by (used in) financing activities (25,217 ) 28,912 (26,623 ) (33,019 ) (55,947 ) Net change in cash, cash equivalents and restricted cash — (1,015 ) (10,003 ) — (11,018 ) Cash, cash equivalents and restricted cash, beginning of period — 7,462 57,475 — 64,937 Cash, cash equivalents and restricted cash, end of period $ — $ 6,447 $ 47,472 $ — $ 53,919 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended October 31, 2018 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (1,055 ) $ 188,302 $ (5,153 ) $ — $ 182,094 Cash flows from investing activities: Purchase of customer accounts receivables — — (525,846 ) 525,846 — Sale of customer accounts receivables — — 525,846 (525,846 ) — Purchase of property and equipment — (22,609 ) — — (22,609 ) Net cash used in investing activities — (22,609 ) — — (22,609 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 358,300 — 358,300 Payments on asset-backed notes — (169,443 ) (450,231 ) — (619,674 ) Borrowings from revolving credit facility — 1,266,333 — — 1,266,333 Payments on revolving credit facility — (1,260,283 ) — — (1,260,283 ) Borrowings from warehouse facility — — 173,286 — 173,286 Payments of debt issuance costs and amendment fees — (3,226 ) (4,155 ) — (7,381 ) Payments on warehouse facility — — (88,876 ) — (88,876 ) Proceeds from stock issued under employee benefit plans 1,055 — — — 1,055 Tax payments associated with equity-based compensation transactions — (2,931 ) — — (2,931 ) Payments from extinguishment of debt — (1,177 ) — — (1,177 ) Other — (760 ) — — (760 ) Net cash provided by (used in) financing activities 1,055 (171,487 ) (11,676 ) — (182,108 ) Net change in cash, cash equivalents and restricted cash — (5,794 ) (16,829 ) — (22,623 ) Cash, cash equivalents and restricted cash, beginning of period — 10,836 85,322 — 96,158 Cash, cash equivalents and restricted cash, end of period $ — $ 5,042 $ 68,493 $ — $ 73,535 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 9 Months Ended | |||
Oct. 31, 2019USD ($)segment | Oct. 31, 2018USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | $ 208,564 | $ 207,097 | $ 214,879 | $ 203,572 |
Number of operating segments | segment | 2 | |||
Cash and Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents include credit card deposits in-transit | $ 2,700 | 2,500 | ||
Restricted cash | 49,247 | 59,025 | ||
Interest Income on Customer Accounts Receivable | ||||
Deferred revenue | 10,700 | 11,200 | ||
Nonaccrual status | 14,200 | 13,900 | ||
Amount in bankruptcy and less than 60 days past due | 11,800 | 12,000 | ||
90 days past due and still accruing | 112,700 | 106,500 | ||
Debt Issuance Costs | ||||
Deferred debt issuance costs | $ 4,543 | 5,637 | ||
Income Taxes | ||||
Effective tax rate | 24.20% | 23.80% | ||
Fair Value of Financial Instruments | ||||
Long-term debt | $ 441,090 | |||
Senior Notes [Member] | ||||
Fair Value of Financial Instruments | ||||
Debt fair value | 226,500 | |||
Revolving Credit Facility [Member] | ||||
Debt Issuance Costs | ||||
Deferred debt issuance costs | 4,700 | 6,100 | ||
Securitized Receivables Servicer [Member] | ||||
Cash and Cash Equivalents and Restricted Cash | ||||
Restricted cash | 11,000 | 12,200 | ||
Collateral Held by VIE [Member] | ||||
Cash and Cash Equivalents and Restricted Cash | ||||
Restricted cash | 36,500 | $ 45,300 | ||
Twenty Four Month Recovery Rate Change | ||||
Debt Instrument [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | $ 2,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock awards granted (in shares) | 2,534 | 3,200 | 140,222 | 773,255 |
Aggregate grant date fair value | $ 65 | $ 120 | $ 2,910 | $ 17,304 |
Dividend yield | 0.00% | |||
Stock-based compensation expense | $ 3,200 | $ 2,900 | $ 9,852 | $ 8,514 |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
(RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs and PSUs (in shares) | 2,534 | 3,200 | 106,328 | 153,089 |
Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Options (in shares) | 0 | 0 | 0 | 620,166 |
Expected volatility rate | 68.00% | |||
Expected term | 6 years 6 months | |||
Risk free interest rate | 2.67% | |||
Phantom Share Units (PSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs and PSUs (in shares) | 0 | 0 | 33,894 | 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Earnings per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average common shares outstanding - Basic (in shares) | 29,094,062 | 31,712,862 | 30,796,114 | 31,636,270 |
Dilutive effect of stock options, RSUs and PSUs (in shares) | 616,678 | 609,012 | 557,720 | 615,682 |
Weighted average common shares outstanding - Diluted (in shares) | 29,710,740 | 32,321,874 | 31,353,834 | 32,251,952 |
Weighted average number of stock options and restricted stock units not included in the calculation of the dilutive effect of stock options and restricted stock units (in shares) | 660,304 | 630,698 | 885,554 | 503,747 |
Phantom Share Units (PSUs) [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Not Issued | 225,561 | 389,167 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | Apr. 30, 2019 | Feb. 01, 2019 | Jan. 31, 2019 | Jul. 31, 2018 | Apr. 30, 2018 | Feb. 01, 2018 | Jan. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Assets, Current | $ 1,047,752 | $ 1,047,752 | $ 1,011,411 | $ 1,014,394 | |||||||
Operating lease, right-of-use asset | 240,879 | 240,879 | 227,421 | 0 | |||||||
Deferred income taxes | 22,908 | 22,908 | 26,088 | 27,535 | |||||||
Current liabilities | 212,831 | 212,831 | 225,142 | 237,568 | |||||||
Operating lease liability - current | 38,541 | 38,541 | 29,815 | 0 | |||||||
Deferred rent | 0 | 0 | 0 | 93,127 | |||||||
Operating lease liability - non current | 322,248 | 322,248 | 300,170 | 0 | |||||||
Other long-term liabilities | 26,306 | 26,306 | 25,409 | 33,015 | |||||||
Stockholders' equity | 630,377 | 630,377 | $ 587,034 | $ 636,736 | $ 647,819 | 626,135 | 619,975 | $ 569,648 | $ 549,655 | $ 535,068 | |
Adoption of ASU 2016-02 | 6,160 | $ 957 | |||||||||
Total lease liabilities | 368,761 | 368,761 | |||||||||
Accounts receivable for tenant improvement allowances | 8,000 | 8,000 | |||||||||
Deferred revenue | 10,700 | 10,700 | 11,200 | ||||||||
Other accounts receivable | 66,748 | 66,748 | 67,078 | ||||||||
Net cash provided by (used in) financing activities | (55,947) | (182,108) | |||||||||
Payment for debt extinguishment | 0 | 1,177 | |||||||||
Customer Deposits [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Deferred revenue, revenue recognized | 1,000 | 1,400 | |||||||||
RSA Administration Fees [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Deferred revenue, revenue recognized | 1,400 | 3,900 | |||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Assets, Current | (2,983) | ||||||||||
Operating lease, right-of-use asset | 227,421 | ||||||||||
Deferred income taxes | (1,447) | ||||||||||
Current liabilities | (12,426) | ||||||||||
Operating lease liability - current | 29,815 | ||||||||||
Deferred rent | (93,127) | ||||||||||
Operating lease liability - non current | 300,170 | ||||||||||
Other long-term liabilities | (7,606) | ||||||||||
Stockholders' equity | 6,160 | ||||||||||
Sale and leaseback transaction, deferred gain, gross | 7,600 | ||||||||||
Total lease liabilities | 340,500 | ||||||||||
Accounts receivable for tenant improvement allowances | 10,500 | ||||||||||
Retained Earnings [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Stockholders' equity | $ 569,258 | $ 569,258 | $ 478,997 | $ 554,115 | $ 534,141 | $ 508,472 | $ 464,367 | $ 447,356 | $ 433,667 | ||
Adoption of ASU 2016-02 | 6,160 | $ 957 | |||||||||
Retained Earnings [Member] | Accounting Standards Update 2016-02 [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Adoption of ASU 2016-02 | $ 6,200 | ||||||||||
35percent [Domain] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
AllowanceforLoanLossesEstimatedIncreaseDecreasePercent | 40.00% | 40.00% | |||||||||
55percent [Domain] [Domain] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
AllowanceforLoanLossesEstimatedIncreaseDecreasePercent | 60.00% | 60.00% |
Customer Accounts Receivable (D
Customer Accounts Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Oct. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2019 | Jul. 31, 2018 | |
Quantitative information about the receivables portfolio managed [Abstract] | ||||
Customer accounts receivable portfolio balance | $ 1,567,700 | $ 1,589,828 | ||
Carrying value of customer accounts receivable | 16,127 | 19,257 | ||
Carrying value of customer accounts receivable | 1,518,778 | 1,538,437 | ||
Allowance for Doubtful Accounts Receivable Not Including Interest | (191,335) | (199,324) | ||
Total customer accounts receivable, net | 1,327,443 | 1,339,113 | ||
Short-term portion of customer accounts receivable, net | (666,922) | (652,769) | ||
Long-term customer accounts receivable, net | 660,521 | 686,344 | ||
Customer accounts receivable 60 days past due | 152,825 | 146,188 | ||
Financing Receivable Outstanding Balance Reaged | 422,771 | 395,576 | ||
Past due | 482,300 | 420,900 | ||
Amounts included within past due and reaged accounts | 98,500 | 92,400 | ||
Finance Receivable, Re-Aged | 12,400 | 26,500 | ||
Finance Receivable, Re-Aged Imelda | 7,300 | |||
Accounts Receivable, Restructured Accounts, Past Due | 46,900 | 43,900 | ||
Allowance for doubtful accounts and uncollectible interest for customer receivables [Abstract] | ||||
Allowance at beginning of period | 214,879 | $ 203,572 | ||
Provision | 173,745 | 178,912 | ||
Principal charge-offs | (161,384) | (158,232) | ||
Interest charge-offs | (37,444) | (31,444) | ||
Recoveries | 18,768 | 14,289 | ||
Allowance at end of period | 208,564 | 207,097 | ||
Average total customer portfolio balance | 1,558,261 | $ 1,508,888 | ||
Allowance for Doubtful Accounts Receivable Interest | 17,229 | 15,555 | ||
Restructured Accounts [Member] | ||||
Quantitative information about the receivables portfolio managed [Abstract] | ||||
Allowance for bad debts | (15,566) | $ (16,579) | ||
Allowance for doubtful accounts and uncollectible interest for customer receivables [Abstract] | ||||
Allowance at beginning of period | 67,756 | 54,716 | ||
Provision | 55,303 | 51,440 | ||
Principal charge-offs | (44,686) | (38,990) | ||
Interest charge-offs | (10,368) | (7,748) | ||
Recoveries | 5,197 | 3,521 | ||
Allowance at end of period | 73,202 | 62,939 | ||
Average total customer portfolio balance | 195,471 | 167,473 | ||
Customer Accounts Receivable [Member] | ||||
Allowance for doubtful accounts and uncollectible interest for customer receivables [Abstract] | ||||
Allowance at beginning of period | 147,123 | 148,856 | ||
Provision | 118,442 | 127,472 | ||
Principal charge-offs | (116,698) | (119,242) | ||
Interest charge-offs | (27,076) | (23,696) | ||
Recoveries | 13,571 | 10,768 | ||
Allowance at end of period | 135,362 | $ 144,158 | ||
Average total customer portfolio balance | $ 1,362,790 | $ 1,341,415 |
Charges and Credits (Details)
Charges and Credits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Gain (Loss) on Disposition of Assets | $ 600 | $ 600 | ||
RegulatoryMatterandOtherLegalFee | 0 | $ 0 | 0 | $ 300 |
Sublease Income | 700 | |||
Severance Costs | 0 | 737 | 0 | 737 |
LegalJudgment | 0 | 4,800 | 0 | 4,800 |
Capitalized Computer Software, Impairments | 1,209 | 0 | 1,209 | 0 |
Store and facility closure and relocation costs | 2,628 | 0 | 1,933 | 0 |
Charges and credits | 3,837 | $ 5,537 | 3,142 | $ 5,837 |
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Impairment of Leasehold | $ 3,200 | $ 3,200 |
Finance Charges and Other Rev_3
Finance Charges and Other Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | ||||
Interest income and fees | $ 87,484 | $ 82,964 | $ 256,705 | $ 239,745 |
Insurance income | 9,905 | 6,807 | 26,809 | 20,852 |
Other revenues | 197 | 179 | 602 | 291 |
Provisions for uncollectible interest | 15,200 | 13,400 | 41,900 | 37,200 |
Other Income | 97,586 | 89,950 | 284,116 | 260,888 |
Financing Receivable [Member] | ||||
Troubled Debt Restructuring, Debtor, Subsequent Periods [Line Items] | ||||
Interest income and fees | $ 9,000 | $ 7,100 | $ 25,700 | $ 19,400 |
Debt and Financing Lease Obli_3
Debt and Financing Lease Obligations - Schedule of Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jan. 31, 2019 |
Long-term debt [Abstract] | ||
Long-term debt | $ 441,090 | |
Financing lease obligations | 5,368 | $ 5,075 |
Total debt and financing lease obligations | 971,758 | 962,934 |
Less: | ||
Discount on debt | (1,545) | (1,966) |
Deferred debt issuance costs | (4,543) | (5,637) |
Current maturities of long-term debt and financing lease obligations | (607) | (54,109) |
Long-term debt and financing lease obligations | 965,063 | 901,222 |
2017-B Class B Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 3,765 | |
2017-B Class C Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 78,640 | |
2018-A VIE Class A Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 46,667 | |
2018-A VIE Class B Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 28,144 | |
2018-A VIE Class C Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 28,144 | |
2019-A VIE Class A Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 128,470 | |
2019-A VIE Class B Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 64,750 | |
2019-A VIE Class C Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 62,510 | |
Warehouse Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 0 | 53,635 |
Senior Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 227,000 | 227,000 |
Secured Debt [Member] | 2017-B Class B Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 3,765 | 98,297 |
Secured Debt [Member] | 2017-B Class C Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 78,640 | 78,640 |
Secured Debt [Member] | 2018-A VIE Class A Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 46,667 | 105,971 |
Secured Debt [Member] | 2018-A VIE Class B Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 28,144 | 63,908 |
Secured Debt [Member] | 2018-A VIE Class C Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 28,144 | 63,908 |
Secured Debt [Member] | 2019-A VIE Class A Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 128,470 | 0 |
Secured Debt [Member] | 2019-A VIE Class B Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 64,750 | 0 |
Secured Debt [Member] | 2019-A VIE Class C Notes [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | 62,510 | 0 |
Revolving Credit Facility [Member] | ||
Less: | ||
Deferred debt issuance costs | (4,700) | (6,100) |
Revolving Credit Facility [Member] | Line of Credit [Member] | ||
Long-term debt [Abstract] | ||
Long-term debt | $ 298,300 | $ 266,500 |
Debt and Financing Lease Obli_4
Debt and Financing Lease Obligations - Senior Notes (Details) - USD ($) | Oct. 31, 2019 | Jul. 01, 2014 |
Debt Instrument [Line Items] | ||
Original principal amount | $ 950,910,000 | |
Senior Notes [Member] | Senior Unsecured Notes Due July 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Original principal amount | $ 250,000,000 | |
Interest rate on notes (in hundredths) | 7.25% | |
Effective interest rate | 7.80% | |
Restrictions on payment of dividends, amount free from restriction | 196,700,000 | |
Trigger amount under indenture | $ 25,000,000 | |
Line of Credit [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Restrictions on payment of dividends, amount free from restriction | $ 190,200,000 |
Debt and Financing Lease Obli_5
Debt and Financing Lease Obligations - Asset Backed Notes (Details) - USD ($) $ in Thousands | Apr. 24, 2019 | Aug. 15, 2018 | Dec. 20, 2017 | Oct. 31, 2019 | Jan. 31, 2019 |
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 950,910 | ||||
Original Net Proceeds | 944,026 | ||||
Current Principal Amount | 441,090 | ||||
2017-B Class B Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | 132,180 | ||||
Original Net Proceeds | $ 131,281 | ||||
Current Principal Amount | $ 3,765 | ||||
Contractual Interest Rate | 4.52% | ||||
Effective Interest Rate | 5.32% | ||||
2017-B Class C Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 78,640 | ||||
Original Net Proceeds | $ 77,843 | ||||
Current Principal Amount | $ 78,640 | ||||
Contractual Interest Rate | 5.95% | ||||
Effective Interest Rate | 6.37% | ||||
2018-A VIE Class A Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 219,200 | ||||
Original Net Proceeds | $ 217,832 | ||||
Current Principal Amount | $ 46,667 | ||||
Contractual Interest Rate | 3.25% | ||||
Effective Interest Rate | 4.81% | ||||
2018-A VIE Class B Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 69,550 | ||||
Original Net Proceeds | 69,020 | ||||
Current Principal Amount | $ 28,144 | ||||
Contractual Interest Rate | 4.65% | ||||
Effective Interest Rate | 5.60% | ||||
2018-A VIE Class C Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 69,550 | ||||
Original Net Proceeds | $ 68,850 | ||||
Current Principal Amount | $ 28,144 | ||||
Contractual Interest Rate | 6.02% | ||||
Effective Interest Rate | 6.97% | ||||
2019-A VIE Class A Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 254,500 | $ 254,530 | |||
Original Net Proceeds | $ 253,026 | ||||
Current Principal Amount | $ 128,470 | ||||
Contractual Interest Rate | 3.40% | 3.40% | |||
Effective Interest Rate | 4.75% | ||||
2019-A VIE Class B Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 64,800 | $ 64,750 | |||
Original Net Proceeds | $ 64,276 | ||||
Current Principal Amount | $ 64,750 | ||||
Contractual Interest Rate | 4.36% | 4.36% | |||
Effective Interest Rate | 5.20% | ||||
2019-A VIE Class C Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 62,500 | $ 62,510 | |||
Original Net Proceeds | $ 61,898 | ||||
Current Principal Amount | $ 62,510 | ||||
Contractual Interest Rate | 5.29% | 5.29% | |||
Effective Interest Rate | 6.18% | ||||
Warehouse Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Current Principal Amount | $ 0 | $ 53,635 | |||
2019-A VIE Class A, B, And C Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Principal Amount | $ 381,800 | ||||
Original Net Proceeds | $ 379,200 | ||||
Asset-backed Securities [Member] | |||||
Debt Instrument [Line Items] | |||||
Monthly fee percentage on outstanding balance | 4.75% |
Debt and Financing Lease Obli_6
Debt and Financing Lease Obligations - Revolving Credit Facility (Details) | May 23, 2018USD ($) | Oct. 31, 2019USD ($) |
Line of Credit Facility [Line Items] | ||
Interest Coverage Ratio for the trailing two quarters must equal or exceed (minimum) | 4.36 | |
Interest coverage ratio for the quarter must equal or exceed minimum | 1 | |
Original principal amount | $ 950,910,000 | |
Line of Credit [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum capacity extended under credit facility | $ 650,000,000 | |
Weighted-average interest rate | 6.20% | |
Restrictions on payment of dividends, amount free from restriction | $ 190,200,000 | |
Line of Credit [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Unused capacity fee percentage | 0.25% | |
Line of Credit [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Unused capacity fee percentage | 0.50% | |
Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable basis spread | 1.00% | |
Line of Credit [Member] | Revolving Credit Facility [Member] | Alternate Base Rate [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable basis spread | 1.50% | |
Line of Credit [Member] | Revolving Credit Facility [Member] | Alternate Base Rate [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable basis spread | 2.25% | |
Line of Credit [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable basis spread | 0.50% | |
Line of Credit [Member] | Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Original principal amount | 40,000,000 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Available borrowing capacity | 349,200,000 | |
Sub-facility for letters of credit | $ 2,500,000 | |
Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable basis spread | 2.50% | |
Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable basis spread | 3.25% |
Debt and Financing Lease Obli_7
Debt and Financing Lease Obligations - Debt Covenants (Details) | 9 Months Ended |
Oct. 31, 2019USD ($) | |
Actual | |
Interest Coverage Ratio for the quarter must equal or exceed (minimum) | 4.05 |
Interest Coverage Ratio for the trailing two quarters must equal or exceed (minimum) | 4.36 |
Leverage Ratio must not exceed (maximum) | 2 |
ABS Excluded Leverage Ratio must not exceed (maximum) | 1.37 |
Capital Expenditures, net, must not exceed (maximum) | $ 32,300,000 |
Required Minimum/ Maximum | |
Interest Coverage Ratio for the quarter must equal or exceed (minimum) | 1 |
Interest Coverage Ratio for the trailing two quarters must equal or exceed (minimum) | 1.5 |
Leverage Ratio must not exceed (maximum) | 4 |
ABS Excluded Leverage Ratio must not exceed (maximum) | 2 |
Capital Expenditures, net, must not exceed (maximum) | $ 100,000,000 |
Determination period | 12 months |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Oct. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |
Accounts receivable for tenant improvement allowances | $ 8 |
Land, Buildings and Improvements [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract | 5 years |
Land, Buildings and Improvements [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract | 15 years |
Equipment [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract | 3 years |
Equipment [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract | 5 years |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Feb. 01, 2019 | Jan. 31, 2019 |
Assets | |||
Operating lease assets | $ 240,879 | $ 227,421 | $ 0 |
Finance lease assets | 5,436 | ||
Total leased assets | 246,315 | ||
Liabilities | |||
Operating lease liability - current | 46,513 | ||
Current maturities of debt and finance lease obligations | 607 | ||
Operating lease liability - non current | 322,248 | $ 300,170 | $ 0 |
Long-term debt and finance lease obligations | 4,761 | ||
Total lease liabilities | $ 374,129 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Oct. 31, 2019 | |
Leases [Abstract] | ||
Operating lease costs | $ 14,838 | $ 43,353 |
Impairment of Leasehold | 1,933 | 1,933 |
Lease, Cost | $ 16,771 | $ 45,286 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows for operating leases | $ 51,109 |
Weighted-average remaining lease term (in years) | |
Finance leases | 11 years 2 months 12 days |
Operating leases | 7 years 1 month 24 days |
Weighted-average discount rate | |
Finance leases | 6.10% |
Operating Leases | 8.40% |
Leases - Summary of our Minimum
Leases - Summary of our Minimum Contractual Commitements and Obligations (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jan. 31, 2019 |
Operating Leases | ||
2019 | $ 75,016 | |
2020 | 73,241 | |
2021 | 72,146 | |
2022 | 67,374 | |
2023 | 58,799 | |
Thereafter | 145,986 | |
Total undiscounted cash flows | 492,562 | |
Less: Interest | 123,801 | |
Total lease liabilities | 368,761 | |
Finance Leases | ||
2019 | 927 | |
2020 | 916 | |
2021 | 726 | |
2022 | 734 | |
2023 | 750 | |
Thereafter | 3,512 | |
Total undiscounted cash flows | 7,565 | |
Less: Interest | 2,197 | |
Total lease liabilities | 5,368 | $ 5,075 |
Total | ||
2019 | 75,943 | |
2020 | 74,157 | |
2021 | 72,872 | |
2022 | 68,108 | |
2023 | 59,549 | |
Thereafter | 149,498 | |
Total undiscounted cash flows | 500,127 | |
Less: Interest | 125,998 | |
Total lease liabilities | $ 374,129 |
Variable Interest Entity - Add
Variable Interest Entity - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2019 | Jan. 31, 2019 | |
Variable Interest Entity [Line Items] | ||
Long-term debt | $ 441,090 | |
Asset-backed Securities [Member] | ||
Variable Interest Entity [Line Items] | ||
Monthly fee percentage on outstanding balance | 4.75% | |
2018-A VIE Class A Notes [Member] | ||
Variable Interest Entity [Line Items] | ||
Long-term debt | $ 46,667 | |
2018-A VIE Class A Notes [Member] | Secured Debt [Member] | ||
Variable Interest Entity [Line Items] | ||
Long-term debt | $ 46,667 | $ 105,971 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2018 |
Assets: | ||||
Restricted cash | $ 49,247 | $ 59,025 | ||
Customer accounts receivable: | ||||
Restructured accounts | 201,121 | 183,641 | ||
Allowance for uncollectible accounts | (208,564) | (214,879) | $ (207,097) | $ (203,572) |
Allowance for no-interest option credit programs | 16,127 | 19,257 | ||
Total customer accounts receivable, net | 1,327,443 | 1,339,113 | ||
Total assets | 2,156,825 | 1,884,907 | $ 1,841,012 | |
Liabilities: | ||||
Total long-term debt | 441,090 | |||
Long-term debt | 965,063 | 901,222 | ||
Less: deferred debt issuance costs | (4,543) | (5,637) | ||
Total liabilities | 1,526,448 | 1,264,932 | ||
2017-B Class B Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 3,765 | |||
2017-B Class C Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 78,640 | |||
2018-A VIE Class A Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 46,667 | |||
2018-A VIE Class B Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 28,144 | |||
2018-A VIE Class C Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 28,144 | |||
Warehouse Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 0 | 53,635 | ||
2019-A VIE Class A Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 128,470 | |||
2019-A VIE Class B Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 64,750 | |||
2019-A VIE Class C Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 62,510 | |||
Secured Debt [Member] | 2017-B Class B Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 3,765 | 98,297 | ||
Secured Debt [Member] | 2017-B Class C Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 78,640 | 78,640 | ||
Secured Debt [Member] | 2018-A VIE Class A Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 46,667 | 105,971 | ||
Secured Debt [Member] | 2018-A VIE Class B Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 28,144 | 63,908 | ||
Secured Debt [Member] | 2018-A VIE Class C Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 28,144 | 63,908 | ||
Secured Debt [Member] | 2019-A VIE Class A Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 128,470 | 0 | ||
Secured Debt [Member] | 2019-A VIE Class B Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 64,750 | 0 | ||
Secured Debt [Member] | 2019-A VIE Class C Notes [Member] | ||||
Liabilities: | ||||
Total long-term debt | 62,510 | 0 | ||
Variable Interest Entity [Member] | ||||
Assets: | ||||
Restricted cash | 47,472 | 57,475 | ||
Due from Conn’s, Inc., net | 10,181 | 5,504 | ||
Customer accounts receivable: | ||||
Customer accounts receivable | 454,573 | 538,826 | ||
Restructured accounts | 130,820 | 135,834 | ||
Allowance for uncollectible accounts | (99,514) | (106,327) | ||
Allowance for no-interest option credit programs | 4,478 | 8,047 | ||
Allowance for bad debts | (4,228) | (5,321) | ||
Total customer accounts receivable, net | 477,173 | 554,965 | ||
Total assets | 534,826 | 617,944 | ||
Liabilities: | ||||
Accrued expenses | 3,455 | 3,939 | ||
Other liabilities | 4,557 | 5,513 | ||
Total long-term debt | 438,618 | 407,993 | ||
Debt, Long-term and Short-term, Combined Amount | 438,618 | 461,628 | ||
Long-term debt | 441,090 | 410,724 | ||
Less: deferred debt issuance costs | (2,472) | (2,731) | ||
Total liabilities | 446,630 | 471,080 | ||
Variable Interest Entity [Member] | Warehouse Notes [Member] | ||||
Liabilities: | ||||
Short-term Debt | $ 0 | $ 53,635 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2019USD ($)storestate | Oct. 31, 2018USD ($) | Oct. 31, 2019USD ($)segmentstorestate | Oct. 31, 2018USD ($) | Jan. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Estimated annual rate of reimbursement (in hundredths) | 2.50% | ||||
Number of states with retail stores | state | 14 | 14 | |||
Revenues: | |||||
Other Income | $ 97,586 | $ 89,950 | $ 284,116 | $ 260,888 | |
Total revenues | 377,708 | 373,824 | 1,132,279 | 1,116,831 | |
Total Net Sales | 280,122 | 283,874 | 848,163 | 855,943 | |
Costs and expenses: | |||||
Cost of goods sold | 170,453 | 166,886 | 509,746 | 507,102 | |
Selling, general and administrative expense | 125,608 | 118,380 | 371,006 | 353,948 | |
Provision for bad debts | 42,586 | 47,548 | 132,368 | 142,455 | |
Charges and credits | 3,837 | 5,537 | 3,142 | 5,837 | |
Total costs and expenses | 342,484 | 338,351 | 1,016,262 | 1,009,342 | |
Operating income | 35,224 | 35,473 | 116,017 | 107,489 | |
Interest expense | 15,051 | 15,098 | 43,944 | 47,484 | |
Loss on extinguishment of debt | 0 | 0 | 0 | 1,773 | |
Income before income taxes | 20,173 | 20,375 | 72,073 | 58,232 | |
Allocation of overhead by operating segments | 5,700 | 9,100 | 23,400 | 26,700 | |
Assets | 2,156,825 | 1,841,012 | 2,156,825 | 1,841,012 | $ 1,884,907 |
Intersegment Eliminations [Member] | |||||
Revenues: | |||||
Total revenues | 9,800 | 9,500 | 29,200 | 28,300 | |
Retail [Member] | |||||
Revenues: | |||||
Other Income | 197 | 179 | 602 | 291 | |
Total revenues | 280,319 | 284,053 | 848,765 | 856,234 | |
Total Net Sales | 280,122 | 283,874 | 848,163 | 855,943 | |
Costs and expenses: | |||||
Cost of goods sold | 170,453 | 166,886 | 509,746 | 507,102 | |
Selling, general and administrative expense | 87,105 | 80,894 | 254,874 | 241,649 | |
Provision for bad debts | 535 | 286 | 645 | 789 | |
Charges and credits | 2,628 | 737 | 1,933 | 1,037 | |
Total costs and expenses | 260,721 | 248,803 | 767,198 | 750,577 | |
Operating income | 19,598 | 35,250 | 81,567 | 105,657 | |
Interest expense | 0 | 0 | 0 | 0 | |
Loss on extinguishment of debt | 0 | 0 | |||
Income before income taxes | 19,598 | 35,250 | 81,567 | 105,657 | |
Assets | 672,181 | 453,279 | 672,181 | 453,279 | |
Credit [Member] | |||||
Revenues: | |||||
Other Income | 97,389 | 89,771 | 283,514 | 260,597 | |
Total revenues | 97,389 | 89,771 | 283,514 | 260,597 | |
Total Net Sales | 0 | 0 | 0 | 0 | |
Costs and expenses: | |||||
Cost of goods sold | 0 | 0 | 0 | 0 | |
Selling, general and administrative expense | 38,503 | 37,486 | 116,132 | 112,299 | |
Provision for bad debts | 42,051 | 47,262 | 131,723 | 141,666 | |
Charges and credits | 1,209 | 4,800 | 1,209 | 4,800 | |
Total costs and expenses | 81,763 | 89,548 | 249,064 | 258,765 | |
Operating income | 15,626 | 223 | 34,450 | 1,832 | |
Interest expense | 15,051 | 15,098 | 43,944 | 47,484 | |
Loss on extinguishment of debt | 0 | 1,773 | |||
Income before income taxes | 575 | (14,875) | (9,494) | (47,425) | |
Assets | 1,484,644 | 1,387,733 | 1,484,644 | 1,387,733 | |
Furniture and Mattress [Member] | |||||
Revenues: | |||||
Total revenues | 89,070 | 91,342 | 276,889 | 285,428 | |
Furniture and Mattress [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 89,070 | 91,342 | 276,889 | 285,428 | |
Furniture and Mattress [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Home Appliance [Member] | |||||
Revenues: | |||||
Total revenues | 90,343 | 79,542 | 266,989 | 249,036 | |
Home Appliance [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 90,343 | 79,542 | 266,989 | 249,036 | |
Home Appliance [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Consumer Electronic [Member] | |||||
Revenues: | |||||
Total revenues | 48,113 | 60,008 | 151,454 | 167,964 | |
Consumer Electronic [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 48,113 | 60,008 | 151,454 | 167,964 | |
Consumer Electronic [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Home Office [Member] | |||||
Revenues: | |||||
Total revenues | 18,681 | 22,661 | 52,270 | 60,260 | |
Home Office [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 18,681 | 22,661 | 52,270 | 60,260 | |
Home Office [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Other [Member] | |||||
Revenues: | |||||
Total revenues | 4,026 | 3,178 | 11,654 | 10,536 | |
Other [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 4,026 | 3,178 | 11,654 | 10,536 | |
Other [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Product [Member] | |||||
Revenues: | |||||
Total revenues | 250,233 | 256,731 | 759,256 | 773,224 | |
Product [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 250,233 | 256,731 | 759,256 | 773,224 | |
Product [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 0 | 0 | |
RSA Commission [Member] | |||||
Revenues: | |||||
Total revenues | 26,478 | 23,579 | 78,149 | 72,104 | |
RSA Commission [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 26,478 | 23,579 | 78,149 | 72,104 | |
RSA Commission [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Service [Member] | |||||
Revenues: | |||||
Total revenues | 3,411 | 3,564 | 10,758 | 10,615 | |
Service [Member] | Retail [Member] | |||||
Revenues: | |||||
Total revenues | 3,411 | 3,564 | 10,758 | 10,615 | |
Service [Member] | Credit [Member] | |||||
Revenues: | |||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 | |
Outside of US [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of stores | store | 0 | 0 |
Guarantor Financial Informati_3
Guarantor Financial Information (Condensed Consolidated Balance Sheet) (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Feb. 01, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 |
Current assets: | |||||||||
Cash and cash equivalents | $ 4,672 | $ 5,912 | |||||||
Restricted cash | 49,247 | 59,025 | |||||||
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 666,922 | 652,769 | |||||||
Other accounts receivable | 66,748 | 67,078 | |||||||
Inventories | 247,614 | 220,034 | |||||||
Other current assets | 12,549 | 9,576 | |||||||
Total current assets | 1,047,752 | $ 1,011,411 | 1,014,394 | ||||||
Investment in and advances to subsidiaries | 0 | 0 | |||||||
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 660,521 | 686,344 | |||||||
Property and equipment, net | 172,341 | 148,983 | |||||||
Operating lease assets | 240,879 | 227,421 | 0 | ||||||
Deferred income taxes | 22,908 | 26,088 | 27,535 | ||||||
Other assets | 12,424 | 7,651 | |||||||
Total assets | 2,156,825 | 1,884,907 | $ 1,841,012 | ||||||
Current liabilities: | |||||||||
Current maturities of long-term debt and capital lease obligations | 607 | 54,109 | |||||||
Accounts payable | 85,908 | 71,118 | |||||||
Accrued expenses | 76,777 | 90,335 | |||||||
Operating lease liability - current | 38,541 | 29,815 | 0 | ||||||
Other current liabilities | 10,998 | 22,006 | |||||||
Total current liabilities | 212,831 | 225,142 | 237,568 | ||||||
Deferred rent | 0 | 0 | 93,127 | ||||||
Operating lease liability - non current | 322,248 | 300,170 | 0 | ||||||
Long-term debt and capital lease obligations | 965,063 | 901,222 | |||||||
Other long-term liabilities | 26,306 | 25,409 | 33,015 | ||||||
Total liabilities | 1,526,448 | 1,264,932 | |||||||
Stockholders' equity | 630,377 | $ 636,736 | $ 647,819 | $ 626,135 | 619,975 | $ 587,034 | $ 569,648 | $ 549,655 | $ 535,068 |
Total liabilities and stockholders’ equity | 2,156,825 | 1,884,907 | |||||||
Eliminations | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Restricted cash | 0 | 0 | |||||||
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 0 | 0 | |||||||
Other accounts receivable | 0 | 0 | |||||||
Inventories | 0 | 0 | |||||||
Other current assets | (11,785) | (8,272) | |||||||
Total current assets | (11,785) | (8,272) | |||||||
Investment in and advances to subsidiaries | (923,849) | (962,388) | |||||||
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 0 | 0 | |||||||
Property and equipment, net | 0 | 0 | |||||||
Operating lease assets | 0 | ||||||||
Deferred income taxes | 0 | 0 | |||||||
Other assets | 0 | 0 | |||||||
Total assets | (935,634) | (970,660) | |||||||
Current liabilities: | |||||||||
Current maturities of long-term debt and capital lease obligations | 0 | 0 | |||||||
Accounts payable | 0 | 0 | |||||||
Accrued expenses | (2,417) | (2,768) | |||||||
Operating lease liability - current | 0 | ||||||||
Other current liabilities | (9,368) | (5,504) | |||||||
Total current liabilities | (11,785) | (8,272) | |||||||
Deferred rent | 0 | ||||||||
Operating lease liability - non current | 0 | ||||||||
Long-term debt and capital lease obligations | 0 | 0 | |||||||
Other long-term liabilities | 0 | 0 | |||||||
Total liabilities | (11,785) | (8,272) | |||||||
Stockholders' equity | (923,849) | (962,388) | |||||||
Total liabilities and stockholders’ equity | (935,634) | (970,660) | |||||||
Conn’s, Inc. | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Restricted cash | 0 | 0 | |||||||
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 0 | 0 | |||||||
Other accounts receivable | 0 | 0 | |||||||
Inventories | 0 | 0 | |||||||
Other current assets | 0 | 0 | |||||||
Total current assets | 0 | 0 | |||||||
Investment in and advances to subsidiaries | 835,653 | 815,524 | |||||||
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 0 | 0 | |||||||
Property and equipment, net | 0 | 0 | |||||||
Operating lease assets | 0 | ||||||||
Deferred income taxes | 22,908 | 27,535 | |||||||
Other assets | 0 | 0 | |||||||
Total assets | 858,561 | 843,059 | |||||||
Current liabilities: | |||||||||
Current maturities of long-term debt and capital lease obligations | 0 | 0 | |||||||
Accounts payable | 0 | 0 | |||||||
Accrued expenses | 4,800 | 686 | |||||||
Operating lease liability - current | 0 | ||||||||
Other current liabilities | 0 | 0 | |||||||
Total current liabilities | 4,800 | 686 | |||||||
Deferred rent | 0 | ||||||||
Operating lease liability - non current | 0 | ||||||||
Long-term debt and capital lease obligations | 223,384 | 222,398 | |||||||
Other long-term liabilities | 0 | 0 | |||||||
Total liabilities | 228,184 | 223,084 | |||||||
Stockholders' equity | 630,377 | 619,975 | |||||||
Total liabilities and stockholders’ equity | 858,561 | 843,059 | |||||||
Guarantors | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 4,672 | 5,912 | |||||||
Restricted cash | 1,775 | 1,550 | |||||||
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 476,144 | 328,705 | |||||||
Other accounts receivable | 66,748 | 67,078 | |||||||
Inventories | 247,614 | 220,034 | |||||||
Other current assets | 14,153 | 12,344 | |||||||
Total current assets | 811,106 | 635,623 | |||||||
Investment in and advances to subsidiaries | 88,196 | 146,864 | |||||||
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 374,126 | 455,443 | |||||||
Property and equipment, net | 172,341 | 148,983 | |||||||
Operating lease assets | 240,879 | ||||||||
Deferred income taxes | 0 | 0 | |||||||
Other assets | 12,424 | 7,651 | |||||||
Total assets | 1,699,072 | 1,394,564 | |||||||
Current liabilities: | |||||||||
Current maturities of long-term debt and capital lease obligations | 607 | 474 | |||||||
Accounts payable | 85,908 | 71,118 | |||||||
Accrued expenses | 70,939 | 88,478 | |||||||
Operating lease liability - current | 38,541 | ||||||||
Other current liabilities | 17,646 | 24,918 | |||||||
Total current liabilities | 213,641 | 184,988 | |||||||
Deferred rent | 93,127 | ||||||||
Operating lease liability - non current | 322,248 | ||||||||
Long-term debt and capital lease obligations | 303,061 | 270,831 | |||||||
Other long-term liabilities | 24,469 | 30,094 | |||||||
Total liabilities | 863,419 | 579,040 | |||||||
Stockholders' equity | 835,653 | 815,524 | |||||||
Total liabilities and stockholders’ equity | 1,699,072 | 1,394,564 | |||||||
Non-Guarantor Subsidiaries | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Restricted cash | 47,472 | 57,475 | |||||||
Customer accounts receivable, net of allowances (includes VIE balances of $190,778 and $324,064, respectively) | 190,778 | 324,064 | |||||||
Other accounts receivable | 0 | 0 | |||||||
Inventories | 0 | 0 | |||||||
Other current assets | 10,181 | 5,504 | |||||||
Total current assets | 248,431 | 387,043 | |||||||
Investment in and advances to subsidiaries | 0 | 0 | |||||||
Long-term portion of customer accounts receivable, net of allowances (includes VIE balances of $286,395 and $230,901, respectively) | 286,395 | 230,901 | |||||||
Property and equipment, net | 0 | 0 | |||||||
Operating lease assets | 0 | ||||||||
Deferred income taxes | 0 | 0 | |||||||
Other assets | 0 | 0 | |||||||
Total assets | 534,826 | 617,944 | |||||||
Current liabilities: | |||||||||
Current maturities of long-term debt and capital lease obligations | 0 | 53,635 | |||||||
Accounts payable | 0 | 0 | |||||||
Accrued expenses | 3,455 | 3,939 | |||||||
Operating lease liability - current | 0 | ||||||||
Other current liabilities | 2,720 | 2,592 | |||||||
Total current liabilities | 6,175 | 60,166 | |||||||
Deferred rent | 0 | ||||||||
Operating lease liability - non current | 0 | ||||||||
Long-term debt and capital lease obligations | 407,993 | ||||||||
Other long-term liabilities | 1,837 | 2,921 | |||||||
Total liabilities | 446,630 | 471,080 | |||||||
Stockholders' equity | 88,196 | 146,864 | |||||||
Total liabilities and stockholders’ equity | $ 534,826 | $ 617,944 |
Guarantor Financial Informati_4
Guarantor Financial Information (Condensed Consolidated Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenues: | ||||||||
Total Net Sales | $ 280,122 | $ 283,874 | $ 848,163 | $ 855,943 | ||||
Other Income | 97,586 | 89,950 | 284,116 | 260,888 | ||||
Servicing fee revenue | 0 | 0 | 0 | 0 | ||||
Total revenues | 377,708 | 373,824 | 1,132,279 | 1,116,831 | ||||
Costs and expenses: | ||||||||
Cost of goods sold | 170,453 | 166,886 | 509,746 | 507,102 | ||||
Selling, general and administrative expense | 125,608 | 118,380 | 371,006 | 353,948 | ||||
Provision for bad debts | 42,586 | 47,548 | 132,368 | 142,455 | ||||
Charges and credits | 3,837 | 5,537 | 3,142 | 5,837 | ||||
Total costs and expenses | 342,484 | 338,351 | 1,016,262 | 1,009,342 | ||||
Operating income | 35,224 | 35,473 | 116,017 | 107,489 | ||||
Interest expense | 15,051 | 15,098 | 43,944 | 47,484 | ||||
Loss on extinguishment of debt | 0 | 0 | 0 | 1,773 | ||||
Income before income taxes | 20,173 | 20,375 | 72,073 | 58,232 | ||||
Provision for income taxes | 5,030 | 5,745 | 17,447 | 13,859 | ||||
Net income | 15,143 | $ 19,974 | $ 19,509 | 14,630 | $ 17,011 | $ 12,732 | 54,626 | 44,373 |
Income from consolidated subsidiaries | 0 | 0 | 0 | 0 | ||||
Consolidated net income (loss) | 15,143 | 14,630 | 54,626 | 44,373 | ||||
Eliminations | ||||||||
Revenues: | ||||||||
Total Net Sales | 0 | 0 | 0 | 0 | ||||
Other Income | 0 | 0 | 0 | 0 | ||||
Servicing fee revenue | (7,778) | (12,226) | (25,476) | (32,007) | ||||
Total revenues | (7,778) | (12,226) | (25,476) | (32,007) | ||||
Costs and expenses: | ||||||||
Cost of goods sold | 0 | 0 | 0 | 0 | ||||
Selling, general and administrative expense | (7,778) | (12,226) | (25,476) | (32,007) | ||||
Provision for bad debts | 0 | 0 | 0 | 0 | ||||
Charges and credits | 0 | 0 | 0 | 0 | ||||
Total costs and expenses | (7,778) | (12,226) | (25,476) | (32,007) | ||||
Operating income | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Loss on extinguishment of debt | 0 | |||||||
Income before income taxes | 0 | 0 | 0 | 0 | ||||
Provision for income taxes | 0 | 0 | 0 | 0 | ||||
Net income | 0 | 0 | 0 | 0 | ||||
Income from consolidated subsidiaries | (26,472) | (3,847) | (73,902) | (18,520) | ||||
Consolidated net income (loss) | (26,472) | (3,847) | (73,902) | (18,520) | ||||
Conn’s, Inc. | ||||||||
Revenues: | ||||||||
Total Net Sales | 0 | 0 | 0 | 0 | ||||
Other Income | 0 | 0 | 0 | 0 | ||||
Servicing fee revenue | 0 | 0 | 0 | 0 | ||||
Total revenues | 0 | 0 | 0 | 0 | ||||
Costs and expenses: | ||||||||
Cost of goods sold | 0 | 0 | 0 | 0 | ||||
Selling, general and administrative expense | 0 | 0 | 0 | 0 | ||||
Provision for bad debts | 0 | 0 | 0 | 0 | ||||
Charges and credits | 0 | 0 | 0 | 0 | ||||
Total costs and expenses | 0 | 0 | 0 | 0 | ||||
Operating income | 0 | 0 | 0 | 0 | ||||
Interest expense | 4,444 | 4,448 | 13,330 | 13,339 | ||||
Loss on extinguishment of debt | 0 | |||||||
Income before income taxes | (4,444) | (4,448) | (13,330) | (13,339) | ||||
Provision for income taxes | (1,101) | (1,254) | (3,227) | (3,175) | ||||
Net income | (3,343) | (3,194) | (10,103) | (10,164) | ||||
Income from consolidated subsidiaries | 18,486 | 17,824 | 64,729 | 54,537 | ||||
Consolidated net income (loss) | 15,143 | 14,630 | 54,626 | 44,373 | ||||
Guarantors | ||||||||
Revenues: | ||||||||
Total Net Sales | 280,122 | 283,874 | 848,163 | 855,943 | ||||
Other Income | 56,758 | 48,666 | 164,110 | 150,974 | ||||
Servicing fee revenue | 7,778 | 12,226 | 25,476 | 32,007 | ||||
Total revenues | 344,658 | 344,766 | 1,037,749 | 1,038,924 | ||||
Costs and expenses: | ||||||||
Cost of goods sold | 170,453 | 166,886 | 509,746 | 507,102 | ||||
Selling, general and administrative expense | 125,402 | 118,234 | 370,407 | 353,542 | ||||
Provision for bad debts | 26,973 | 7,715 | 71,312 | 44,591 | ||||
Charges and credits | 3,837 | 5,537 | 3,142 | 5,837 | ||||
Total costs and expenses | 326,665 | 298,372 | 954,607 | 911,072 | ||||
Operating income | 17,993 | 46,394 | 83,142 | 127,852 | ||||
Interest expense | 3,918 | 2,106 | 9,842 | 8,872 | ||||
Loss on extinguishment of debt | 142 | |||||||
Income before income taxes | 14,075 | 44,288 | 73,300 | 118,838 | ||||
Provision for income taxes | 3,575 | 12,487 | 17,744 | 28,284 | ||||
Net income | 10,500 | 31,801 | 55,556 | 90,554 | ||||
Income from consolidated subsidiaries | 7,986 | (13,977) | 9,173 | (36,017) | ||||
Consolidated net income (loss) | 18,486 | 17,824 | 64,729 | 54,537 | ||||
Non-Guarantor Subsidiaries | ||||||||
Revenues: | ||||||||
Total Net Sales | 0 | 0 | 0 | 0 | ||||
Other Income | 40,828 | 41,284 | 120,006 | 109,914 | ||||
Servicing fee revenue | 0 | 0 | 0 | 0 | ||||
Total revenues | 40,828 | 41,284 | 120,006 | 109,914 | ||||
Costs and expenses: | ||||||||
Cost of goods sold | 0 | 0 | 0 | 0 | ||||
Selling, general and administrative expense | 7,984 | 12,372 | 26,075 | 32,413 | ||||
Provision for bad debts | 15,613 | 39,833 | 61,056 | 97,864 | ||||
Charges and credits | 0 | 0 | 0 | 0 | ||||
Total costs and expenses | 23,597 | 52,205 | 87,131 | 130,277 | ||||
Operating income | 17,231 | (10,921) | 32,875 | (20,363) | ||||
Interest expense | 6,689 | 8,544 | 20,772 | 25,273 | ||||
Loss on extinguishment of debt | 1,631 | |||||||
Income before income taxes | 10,542 | (19,465) | 12,103 | (47,267) | ||||
Provision for income taxes | 2,556 | (5,488) | 2,930 | (11,250) | ||||
Net income | 7,986 | (13,977) | 9,173 | (36,017) | ||||
Income from consolidated subsidiaries | 0 | 0 | 0 | 0 | ||||
Consolidated net income (loss) | $ 7,986 | $ (13,977) | $ 9,173 | $ (36,017) |
Guarantor Financial Informati_5
Guarantor Financial Information (Condensed Consolidated Statement of Cash Flows) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 92,529 | $ 182,094 |
Cash flows from investing activities: | ||
Purchase of customer accounts receivables | 0 | 0 |
Sale of customer accounts receivables | 0 | 0 |
Purchases of property and equipment | (48,324) | (22,609) |
Proceeds from Sale of Property, Plant, and Equipment | 724 | 0 |
Investment in subsidiary | 0 | |
Net cash used in investing activities | (47,600) | (22,609) |
Cash flows from financing activities: | ||
Proceeds from issuance of asset-backed notes | 381,790 | 358,300 |
Payments on asset-backed notes | (351,424) | (619,674) |
Borrowings from revolving credit facility | 1,247,195 | 1,266,333 |
Contribution to (from) subsidiary | 0 | |
Payments on revolving credit facility | (1,215,395) | (1,260,283) |
Borrowings from warehouse facility | 0 | 173,286 |
Payments of debt issuance costs and amendment fees | (3,416) | (7,381) |
Payments on warehouse facility | (53,635) | (88,876) |
Proceeds from stock issued under employee benefit plans | 835 | 1,055 |
Tax payments associated with equity-based compensation transactions | (2,009) | (2,931) |
Payment from extinguishment of debt | 0 | (1,177) |
Payments for Repurchase of Common Stock | (59,071) | 0 |
Other | (817) | (760) |
Net cash used in financing activities | (55,947) | (182,108) |
Net change in cash, cash equivalents and restricted cash | (11,018) | (22,623) |
Cash, cash equivalents and restricted cash, beginning of period | 64,937 | 96,158 |
Cash, cash equivalents and restricted cash, end of period | 53,919 | 73,535 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Purchase of customer accounts receivables | 379,200 | 525,846 |
Sale of customer accounts receivables | (379,200) | (525,846) |
Purchases of property and equipment | 0 | 0 |
Proceeds from Sale of Property, Plant, and Equipment | 0 | |
Investment in subsidiary | 33,019 | |
Net cash used in investing activities | 33,019 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of asset-backed notes | 0 | 0 |
Payments on asset-backed notes | 0 | 0 |
Borrowings from revolving credit facility | 0 | 0 |
Contribution to (from) subsidiary | (33,019) | |
Payments on revolving credit facility | 0 | 0 |
Borrowings from warehouse facility | 0 | |
Payments of debt issuance costs and amendment fees | 0 | 0 |
Payments on warehouse facility | 0 | 0 |
Proceeds from stock issued under employee benefit plans | 0 | 0 |
Tax payments associated with equity-based compensation transactions | 0 | 0 |
Payment from extinguishment of debt | 0 | |
Payments for Repurchase of Common Stock | 0 | |
Other | 0 | 0 |
Net cash used in financing activities | (33,019) | 0 |
Net change in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Conn’s, Inc. | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 25,217 | (1,055) |
Cash flows from investing activities: | ||
Purchase of customer accounts receivables | 0 | 0 |
Sale of customer accounts receivables | 0 | 0 |
Purchases of property and equipment | 0 | 0 |
Proceeds from Sale of Property, Plant, and Equipment | 0 | |
Investment in subsidiary | 0 | |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of asset-backed notes | 0 | 0 |
Payments on asset-backed notes | 0 | 0 |
Borrowings from revolving credit facility | 0 | 0 |
Contribution to (from) subsidiary | 33,019 | |
Payments on revolving credit facility | 0 | 0 |
Borrowings from warehouse facility | 0 | |
Payments of debt issuance costs and amendment fees | 0 | 0 |
Payments on warehouse facility | 0 | 0 |
Proceeds from stock issued under employee benefit plans | 835 | 1,055 |
Tax payments associated with equity-based compensation transactions | 0 | 0 |
Payment from extinguishment of debt | 0 | |
Payments for Repurchase of Common Stock | (59,071) | |
Other | 0 | 0 |
Net cash used in financing activities | (25,217) | 1,055 |
Net change in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 50,692 | 188,302 |
Cash flows from investing activities: | ||
Purchase of customer accounts receivables | 0 | 0 |
Sale of customer accounts receivables | 0 | 0 |
Purchases of property and equipment | (48,324) | (22,609) |
Proceeds from Sale of Property, Plant, and Equipment | 724 | |
Investment in subsidiary | (33,019) | |
Net cash used in investing activities | (80,619) | (22,609) |
Cash flows from financing activities: | ||
Proceeds from issuance of asset-backed notes | 0 | 0 |
Payments on asset-backed notes | 0 | (169,443) |
Borrowings from revolving credit facility | 1,247,195 | 1,266,333 |
Contribution to (from) subsidiary | 0 | |
Payments on revolving credit facility | (1,215,395) | (1,260,283) |
Borrowings from warehouse facility | 0 | |
Payments of debt issuance costs and amendment fees | (62) | (3,226) |
Payments on warehouse facility | 0 | 0 |
Proceeds from stock issued under employee benefit plans | 0 | 0 |
Tax payments associated with equity-based compensation transactions | (2,009) | (2,931) |
Payment from extinguishment of debt | (1,177) | |
Payments for Repurchase of Common Stock | 0 | |
Other | (817) | (760) |
Net cash used in financing activities | 28,912 | (171,487) |
Net change in cash, cash equivalents and restricted cash | (1,015) | (5,794) |
Cash, cash equivalents and restricted cash, beginning of period | 7,462 | 10,836 |
Cash, cash equivalents and restricted cash, end of period | 6,447 | 5,042 |
Non-Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 16,620 | (5,153) |
Cash flows from investing activities: | ||
Purchase of customer accounts receivables | (379,200) | (525,846) |
Sale of customer accounts receivables | 379,200 | 525,846 |
Purchases of property and equipment | 0 | 0 |
Proceeds from Sale of Property, Plant, and Equipment | 0 | |
Investment in subsidiary | 0 | |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of asset-backed notes | 381,790 | 358,300 |
Payments on asset-backed notes | (351,424) | (450,231) |
Borrowings from revolving credit facility | 0 | 0 |
Contribution to (from) subsidiary | 0 | |
Payments on revolving credit facility | 0 | 0 |
Borrowings from warehouse facility | 173,286 | |
Payments of debt issuance costs and amendment fees | (3,354) | (4,155) |
Payments on warehouse facility | (53,635) | (88,876) |
Proceeds from stock issued under employee benefit plans | 0 | 0 |
Tax payments associated with equity-based compensation transactions | 0 | 0 |
Payment from extinguishment of debt | 0 | |
Payments for Repurchase of Common Stock | 0 | |
Other | 0 | 0 |
Net cash used in financing activities | (26,623) | (11,676) |
Net change in cash, cash equivalents and restricted cash | (10,003) | (16,829) |
Cash, cash equivalents and restricted cash, beginning of period | 57,475 | 85,322 |
Cash, cash equivalents and restricted cash, end of period | $ 47,472 | $ 68,493 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2019 | May 31, 2019 | |
Stockholders' Equity Note [Abstract] | |||
Authorized amount | $ 75,000,000 | ||
Stock repurchased (in shares) | 1,261,819 | 3,136,665 | |
Stock repurchased (in dollars per shares) | $ 19.58 | $ 18.82 | |
Stock repurchased | $ 24,700,000 | $ 59,100,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 26, 2019 | Dec. 06, 2019 | Oct. 31, 2019 | Dec. 06, 2019 | Oct. 31, 2019 | May 31, 2019 |
Subsequent Event [Line Items] | ||||||
Original Principal Amount | $ 950,910,000 | $ 950,910,000 | ||||
Stock repurchased (in shares) | 1,261,819 | 3,136,665 | ||||
Stock repurchased | $ 24,700,000 | $ 59,100,000 | ||||
Stock repurchased (in dollars per shares) | $ 19.58 | $ 18.82 | ||||
Stock Repurchase Program, Authorized Amount | $ 75,000,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Stock repurchased (in shares) | 348,776 | 3,485,441 | ||||
Stock repurchased | $ 7,200,000 | $ 66,200,000 | ||||
Stock repurchased (in dollars per shares) | $ 20.68 | $ 19 | ||||
Asset-backed Securities [Member] | Secured Debt [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Original Principal Amount | $ 486,000,000 | |||||
Proceeds from Issuance of Debt | 482,800,000 | |||||
AssetBackedFixedRateNotesClassASeries2019BJune2024 [Domain] | Secured Debt [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Original Principal Amount | $ 317,200,000 | |||||
Contractual Interest Rate | 2.66% | |||||
AssetBackedFixedRateNotesClassBSeries2019BJune2024 [Domain] | Secured Debt [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Original Principal Amount | $ 85,500,000 | |||||
Contractual Interest Rate | 3.62% | |||||
AssetBackedFixedRateNotesClassCSeries2019BJune2024 [Domain] | Secured Debt [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Original Principal Amount | $ 83,300,000 | |||||
Contractual Interest Rate | 4.60% |