NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Business. Conn’s, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its investments in its subsidiaries. References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s, Inc. and, as apparent from the context, its subsidiaries. Conn’s is a leading specialty retailer that offers a broad selection of quality, branded durable consumer goods and related services in addition to proprietary credit solutions for its core credit-constrained consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives.
We operate two reportable segments: retail and credit. Our retail stores bear the “Conn’s HomePlus” name with all of our stores providing the same products and services to a common customer group. Our stores follow the same procedures and methods in managing their operations. Our retail business and credit business are operated independently from each other. The credit segment is dedicated to providing short- and medium-term financing to our retail customers. The retail segment is not involved in credit approval decisions or collection efforts. Our management evaluates performance and allocates resources based on the operating results of the retail and credit segments.
Basis of Presentation. The accompanying unaudited Condensed Consolidated Financial Statements of Conn’s, Inc. and its wholly-owned subsidiaries, including its Variable Interest Entities (“VIEs”), have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) and prevailing industry practice for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The condensed consolidated financial position, results of operations and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The balance sheet at January 31, 2020 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020 (the “2020 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on April 14, 2020.
Restatement. In connection with the preparation of the 2020 Form 10-K, the Company’s management became aware that the Company’s historical condensed consolidated interim financial statements for the Non-Reliance Periods contained errors in the calculation and reporting of finance charges and other revenues and provision for bad debts resulting from an error in the allowance for bad debts and uncollectible interest related to the implementation of the Company’s new loan management system. As a result of these errors, the Company restated its historical condensed consolidated interim financial statements for the Non-Reliance Periods. The condensed consolidated cash flow statement for the nine month Non-Reliance Period was not impacted by the errors.
The correction of these errors reduced finance charges and other revenues in the condensed consolidated statements of income for the Non-Reliance Periods by $1.6 million and increased provision for bad debts for the Non-Reliance Periods by $3.3 million. Those changes affected the condensed consolidated balance sheets and condensed consolidated statement of stockholders’ equity as of the end of the Non-Reliance Periods as follows: customer accounts receivable, net of allowances, decreased by $4.9 million, income taxes receivable increased by $0.9 million and deferred income taxes increased by $0.3 million, resulting in a decrease in each of total assets, total stockholders’ equity and total liabilities and stockholders’ equity of approximately $3.7 million. See Note 17, Quarterly Information (Unaudited), in the 2020 Form 10-K for further details.
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
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
securitized portfolio give us the power to direct the activities that most significantly impact the performance of the VIE and (ii) our variable interest in the VIE gives us the obligation to absorb losses and the right to receive residual returns that potentially could be significant. As a result, we consolidate the respective VIEs within our Condensed Consolidated Financial Statements.
Refer to Note 5, Debt and Financing Lease Obligations, and Note 7, Variable Interest Entities, for additional information.
Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ, even significantly, from these estimates. Management evaluates its estimates and related assumptions regularly, including those related to the allowance for doubtful accounts and allowances for no-interest option credit programs, which are particularly sensitive given the size of our customer portfolio balance. During the three months ended July 31, 2020, we refined our historical charge-off estimate in our current expected credit loss model which resulted in an increase to the allowance for bad debt of $15.8 million. No further changes were made to the historical charge-off estimate during the three months ended October 31, 2020.
Cash and Cash Equivalents. As of October 31, 2020 and January 31, 2020, cash and cash equivalents included cash and credit card deposits in transit. Credit card deposits in transit included in cash and cash equivalents were $6.3 million and $4.0 million as of October 31, 2020 and January 31, 2020, respectively.
Restricted Cash. The restricted cash balance as of October 31, 2020 and January 31, 2020 includes $67.3 million and $59.7 million, respectively, of cash we collected as servicer on the securitized receivables that was subsequently remitted to the VIEs and $9.1 million and $13.9 million, respectively, of cash held by the VIEs as additional collateral for the asset-backed notes.
Customer Accounts Receivable. Customer accounts receivable reported in the Condensed Consolidated Balance Sheet includes total receivables managed, including both those transferred to the VIEs and those not transferred to the VIEs. Customer accounts receivable are recognized at the time the customer takes possession of the product. As discussed in more detail below, Recent Accounting Pronouncements Adopted, effective February 1, 2020 the Company adopted ASC 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the newly adopted standard, expected lifetime losses on customer accounts receivable are recognized upon origination through an allowance for credit losses account that is deducted from the customer account receivable balance and presented net. Customer accounts receivable include the net of unamortized deferred fees charged to customers and origination costs. Customer receivables are considered delinquent if a payment has not been received on the scheduled due date. Accounts that are delinquent more than 209 days as of the end of a month are charged-off against the allowance for doubtful accounts along with interest accrued subsequent to the last payment.
In an effort to mitigate losses on our accounts receivable, we may make loan modifications to a borrower experiencing financial difficulty. In our role as servicer, we may also make modifications to loans held by the VIEs. The loan modifications are intended to maximize net cash flow after expenses and avoid the need to exercise legal remedies available to us. We may extend or “re-age” a portion of our customer accounts, which involves modifying the payment terms to defer a portion of the cash payments due. Our re-aging of customer accounts does not change the interest rate or the total principal amount due from the customer and typically does not reduce the monthly contractual payments. To a much lesser extent, we may provide the customer the ability to refinance their account, which typically does not change the interest rate or the total principal amount due from the customer but does reduce the monthly contractual payments and extend the term. We consider accounts that have been re-aged in excess of three months or refinanced as Troubled Debt Restructurings (“TDR” or “Restructured Accounts”).
On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law to address the economic impact of the COVID-19 pandemic. Under the CARES Act, modifications deemed to be COVID-19 related are not considered a TDR if the loan was current (not more than 30 days past due as of March 31, 2020) and the deferral was executed between April 1, 2020 and the earlier of 60 days after the termination of the COVID-19 national emergency or December 31, 2020. In response to the CARES Act, the Company implemented short-term deferral programs for our customers. The carrying value of the customer receivables on accounts which were current prior to receiving a COVID-19 related deferment was $75.8 million as of October 31, 2020.
Interest Income on Customer Accounts Receivable. Interest income, which includes interest income and amortization of deferred fees and origination costs, is recorded using the interest method and is reflected in finance charges and other revenues. Typically, interest income is recorded until the customer account is paid off or charged-off and we provide an allowance for estimated uncollectible interest. We reserve for interest that is more than 60 days past due. Any contractual interest income received from customers in excess of the interest income calculated using the interest method is recorded as deferred revenue on our balance sheets. At October 31, 2020 and January 31, 2020, there was $9.2 million and $10.6 million, respectively, of deferred interest included in deferred revenues and other credits and other long-term liabilities. The deferred interest will ultimately be brought into income as the accounts pay off or charge-off.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, 2020 and January 31, 2020, the carrying value of customer accounts receivable in non-accrual status was $9.8 million and $12.5 million, respectively. At October 31, 2020 and January 31, 2020, the carrying value of customer accounts receivable that were past due 90 days or more and still accruing interest totaled $102.0 million and $132.7 million, respectively. At October 31, 2020 and January 31, 2020, the carrying value of customer accounts receivable in a bankruptcy status that were less than 60 days past due of $7.2 million and $12.1 million, respectively, were included within the customer receivables balance carried in non-accrual status.
Debt Issuance Costs. Costs that are direct and incremental to debt issuance are deferred and amortized to interest expense using the effective interest method over the expected life of the debt. All other costs related to debt issuance are expensed as incurred. We present debt issuance costs associated with long-term debt as a reduction of the carrying amount of the debt. Unamortized 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 $4.1 million and $3.5 million as of October 31, 2020 and January 31, 2020, respectively.
Income Taxes. For the nine months ended October 31, 2020 and 2019, we utilized the estimated annual effective tax rate based on our estimated fiscal year 2021 and 2020 pre-tax income, respectively, in determining income tax expense.
Provision for income taxes for interim periods is based on an estimated annual income tax rate, adjusted for discrete tax items. As a result, our interim effective tax rates may vary significantly from the statutory tax rate and the annual effective tax rate.
For the nine months ended October 31, 2020 and 2019, the effective tax rate was 22.5% and 24.1%, respectively. The primary factor affecting the decrease in our effective tax rate for the nine months ended October 31, 2020 was a $2.5 million benefit recognized in the current period as a result of net operating loss provisions within the CARES Act that provide for a five year carryback of losses.
Stock-based Compensation. During the nine months ended October 31, 2020, the Company granted performance stock awards (“PSUs”) and restricted stock awards (“RSUs”). The awards had a combined aggregate grant date fair value of $8.0 million. The PSUs will vest after the Company’s fiscal year 2024, if at all, upon certification by the compensation committee of the satisfaction of certain total shareholder return conditions over the three fiscal years commencing with the Company’s fiscal year 2021. The majority of the RSUs will vest, if at all, over periods of three years to four years from the date of grant.
Stock-based compensation expense is recorded, net of estimated forfeitures, for share-based compensation awards over the requisite service period using the straight-line method. An adjustment is made to compensation cost for any difference between the estimated forfeitures and the actual forfeitures related to the awards. For equity-classified share-based compensation awards, expense is recognized based on the grant-date fair value. For stock option grants, we use the Black-Scholes model to determine fair value. For grants of restricted stock units, the fair value of the grant is the market value of our stock at the date of issuance. For grants of performance-based restricted stock units, the fair value is the market value of our stock at the date of issuance adjusted for the market condition using a Monte Carlo model.
The following table sets forth the RSUs and PSUs granted during the three and nine months ended October 31, 2020 and 2019:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
Nine Months Ended
October 31,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
RSUs
|
—
|
|
|
2,534
|
|
|
622,195
|
|
|
106,328
|
|
|
PSUs (1)
|
—
|
|
|
—
|
|
|
270,828
|
|
|
33,894
|
|
|
Total stock awards granted
|
—
|
|
|
2,534
|
|
|
893,023
|
|
|
140,222
|
|
|
Aggregate grant date fair value (in thousands)
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
7,957
|
|
|
$
|
2,910
|
|
(1)The weighted-average assumptions used in the Monte Carlo model for the PSUs granted on February 6, 2020 included expected volatility of 60.0%, an expected term of 3 years and risk-free interest rate of 1.42%. No dividend yield was included in the weighted-average assumptions.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended October 31, 2020 and 2019, stock-based compensation expense was $2.3 million and $3.2 million, respectively. For the nine months ended October 31, 2020 and 2019, stock-based compensation expense was $7.0 million and $9.9 million, respectively.
Earnings (loss) per Share. Basic earnings (loss) per share for a particular period is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effects of any stock options, RSUs and PSUs, which are calculated using the treasury-stock method. The following table sets forth the shares outstanding for the earnings per share calculations:
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|
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|
|
|
|
|
|
Three Months Ended
October 31,
|
|
Nine Months Ended
October 31,
|
|
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Weighted-average common shares outstanding - Basic
|
29,142,843
|
|
|
29,094,062
|
|
|
29,013,759
|
|
|
30,796,114
|
|
|
Dilutive effect of stock options, PSUs and RSUs
|
340,638
|
|
|
616,678
|
|
|
—
|
|
|
557,720
|
|
|
Weighted-average common shares outstanding - Diluted
|
29,483,481
|
|
|
29,710,740
|
|
|
29,013,759
|
|
|
31,353,834
|
|
For the three months ended October 31, 2020 and 2019, the weighted average number of stock options and RSUs not included in the calculation due to their anti-dilutive effect was 894,130 and 660,304, respectively. For the nine months ended October 31, 2020 and 2019, the weighted average number of stock options and RSUs not included in the calculation due to their anti-dilutive effect, was 1,225,771 and 885,554, respectively.
Fair Value of Financial Instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to subjectivity associated with the inputs to fair value measurements as follows:
•Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities.
•Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).
•Level 3 – Inputs that are not observable from objective sources such as our internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in our internally developed present value of future cash flows model that underlies the fair-value measurement).
In determining fair value, we use observable market data when available, or models that incorporate observable market data. When we are required to measure fair value and there is not a market-observable price for the asset or liability or for a similar asset or liability, we use the cost or income approach depending on the quality of information available to support management’s assumptions. The cost approach is based on management’s best estimate of the current asset replacement cost. The income approach is based on management’s best assumptions regarding expectations of future net cash flows and discounts the expected cash flows using a commensurate risk-adjusted discount rate. Such evaluations involve significant judgment, and the results are based on expected future events or conditions such as sales prices, economic and regulatory climates, and other factors, most of which are often outside of management’s control. However, we believe assumptions used reflect a market participant’s view of long-term prices, costs, and other factors and are consistent with assumptions used in our business plans and investment decisions.
In arriving at fair-value estimates, we use relevant observable inputs available for the valuation technique employed. If a fair-value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement is characterized based on the lowest level of input that is significant to the fair-value measurement.
The fair value of cash and cash equivalents, restricted cash and accounts payable approximate their carrying amounts because of the short maturity of these instruments. The fair value of customer accounts receivable, determined using a Level 3 discounted cash flow analysis, approximates their carrying value, net of the allowance for doubtful accounts. The fair value of our Revolving Credit Facility approximates carrying value based on the current borrowing rate for similar types of borrowing arrangements. At October 31, 2020, the fair value of the Senior Notes outstanding, which was determined using Level 1 inputs, was $219.0 million as compared to the carrying value of $227.0 million, excluding the impact of the related discount. At October 31, 2020, the fair value of the asset backed notes was $553.3 million as compared to the carrying value of $574.6 million and was determined using Level 2 inputs based on inactive trading activity.
Deferred Revenue. Deferred revenue related to contracts with customers consists of deferred customer deposits and deferred RSA administration fees. During the nine months ended October 31, 2020, we recognized $1.2 million of revenue for customer
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
deposits deferred as of January 31, 2020. During the nine months ended October 31, 2020, we recognized $3.3 million of revenue for RSA administrative fees deferred as of January 31, 2020.
Leases. In response to the COVID-19 pandemic, during the nine months ended October 31, 2020, we renegotiated a portion of our leases as a means of preserving liquidity. On April 10, 2020 the Financial Accounting Standards Board (“FASB”) issued guidance for lease concessions entered into in response to the COVID-19 pandemic that allows lessees to make an election not to evaluate whether a lease concession provided by a lessor should be accounted for as a lease modification if it does not result in a substantial increase in the rights of the lessor or the obligations of the lessee. We have elected to apply this guidance to our COVID-19 lease concessions. As a result, for the nine months ended October 31, 2020, there were no material modifications to our leases.
Recent Accounting Pronouncements Adopted. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASU 2016-13 replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. Under the new guidance entities must reserve an allowance for expected credit losses over the life of the loan. The measurement of expected credit losses is applicable to financial assets measured at amortized cost. The allowance for credit losses is a valuation account that is deducted from the customer account receivable’s amortized cost basis to present the net amount expected to be collected. Customer receivables are charged off against the allowance when management deems an account to be uncollectible. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2019-04 requires that the current estimate of recoveries are included in the allowance for credit losses.
Effective February 1, 2020, the Company adopted ASU 2016-13 and ASU 2019-04 using the modified retrospective approach. The Company has reviewed its entire portfolio of assets recognized on the balance sheet as of January 31, 2020 and identified Customer Accounts Receivables as the materially impacted asset in-scope of ASC 326. The risk of credit losses from the remaining portfolio of assets was concluded to be immaterial. Upon adoption of ASC 326 the Company recorded a net decrease to retained earnings of $76.5 million as of February 1, 2020. Results for reporting periods prior to February 1, 2020 are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under previously applicable GAAP.
The allowance for credit losses is measured on a collective (pool) basis where similar risk characteristics exist. Upon adoption of ASC 326, the Company elected to maintain the pools of customer accounts receivable that were previously accounted for under ASC 310 (Non-TDR Non-Re-aged, Non-TDR Re-aged, and TDR). These pools are further segmented based on shared risk attributes, which include the borrower’s FICO score, product class, length of customer relationship and delinquency status. The allowance for credit losses is determined for each pool and added to the pool’s carrying amount to establish a new amortized cost basis. Changes to the allowance for credit losses after adoption are recorded through provision expense.
We have elected to use a risk-based, pool-level segmentation framework to calculate the expected loss rate. This framework is based on our historical gross charge-off history. In addition to adjusted historical gross charge-off rates, estimates of post-charge-off recoveries, including cash payments from customers, sales tax recoveries from taxing jurisdictions, and payments received under credit insurance and repair service agreement (“RSA”) policies are also considered. We also consider forward-looking economic forecasts based on a statistical analysis of economic factors (specifically, forecast of unemployment rates over the reasonable and supportable forecasting period). To the extent that situations and trends arise which are not captured in our model, management will layer on additional qualitative adjustments.
Pursuant to ASC 326 requirements, the Company uses a 24-month reasonable and supportable forecast period for the Customer Accounts Receivable portfolio. We estimate losses beyond the 24-month forecast period based on historic loss rates experienced over the life of our historic loan portfolio by loan pool type. We will revisit our measurement methodology and assumption annually, or more frequently if circumstances warrant.
The cumulative effect of the changes made to the Company’s Consolidated Balance Sheet as a result of the adoption of ASC 326 were as follows:
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Impact of Adoption of ASC 326
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(in thousands)
|
Balance at January 31, 2020
|
Adjustments due to ASC 326
|
Balance at February 1, 2020
|
|
Assets
|
|
|
|
|
Customer accounts receivable
|
$
|
673,742
|
|
$
|
(49,700)
|
|
$
|
624,042
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|
|
Long-term portion of customer accounts receivable
|
663,761
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|
(48,962)
|
|
614,799
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|
|
Deferred Income Taxes
|
18,599
|
|
22,172
|
|
40,771
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|
|
Stockholders’ Equity
|
|
|
|
|
Retained Earnings
|
$
|
570,636
|
|
$
|
(76,490)
|
|
$
|
494,146
|
|
Changes due to Securities and Exchange Commission Regulation S-X Rules 13-01 and 13-02. In March 2020, the Securities and Exchange Commission (“SEC”) amended Regulation S-X to create Rules 13-01 and 13-02. These new rules reduce and simplify financial disclosure requirements for issuers and guarantors of registered debt offerings. Previously, with limited exceptions, a parent entity was required to provide detailed disclosures with regard to guarantors of registered debt offerings within the footnotes to the consolidated financial statements. Under the new regulations, disclosure exceptions have been expanded and required disclosures may be provided within the Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations rather than in the notes to the financial statements. Further, summarized guarantor balance sheet and income statements are permitted, with the requirement to provide guarantor cash flow statements eliminated. Summarized guarantor financial statements only need be disclosed for the current fiscal year rather than all years presented in the financial statements as was previously required. The guidance will become effective for filings on or after January 4, 2021, with early adoption permitted.
The Company elected to early adopt the new regulations beginning with the first quarter of fiscal year 2021. Our summarized guarantor financial statements are presented in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
2. Customer Accounts Receivable
Customer accounts receivable consisted of the following:
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|
|
|
|
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|
|
|
(in thousands)
|
October 31,
2020
|
|
January 31,
2020
|
|
Customer accounts receivable (1)
|
$
|
1,276,100
|
|
|
$
|
1,602,037
|
|
|
Deferred fees and origination costs, net
|
(14,093)
|
|
|
(15,746)
|
|
|
Allowance for no-interest option credit programs
|
(10,391)
|
|
|
(14,984)
|
|
|
Allowance for uncollectible interest
|
(20,894)
|
|
|
(23,662)
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|
|
Carrying value of customer accounts receivable
|
1,230,722
|
|
|
1,547,645
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|
|
Allowance for credit losses (2)
|
(296,529)
|
|
|
(210,142)
|
|
|
Carrying value of customer accounts receivable, net of allowance for credit losses
|
934,193
|
|
|
1,337,503
|
|
|
Short-term portion of customer accounts receivable, net
|
(489,841)
|
|
|
(673,742)
|
|
|
Long-term customer accounts receivable, net
|
$
|
444,352
|
|
|
$
|
663,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value
|
|
(in thousands)
|
October 31,
2020
|
|
January 31,
2020
|
|
Customer accounts receivable 60+ days past due (3)
|
$
|
141,441
|
|
|
$
|
193,797
|
|
|
Re-aged customer accounts receivable (4)
|
347,113
|
|
|
455,704
|
|
|
Restructured customer accounts receivable (5)
|
190,819
|
|
|
211,857
|
|
(1)As of October 31, 2020 and January 31, 2020, the customer accounts receivable balance included $32.6 million and $43.7 million, respectively, in interest receivable. Net of the allowance for uncollectible interest, interest receivable outstanding as of October 31, 2020 and January 31, 2020 was $11.7 million and $20.0 million, respectively.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(2)Our current methodology to estimate expected credit losses utilized macroeconomic forecasts as of October 31, 2020, which incorporated the continued estimated impact of the global COVID-19 outbreak on the U.S. economy. Our forecast utilized economic projections from a major rating service reflecting an increase in unemployment. The allowance for credit losses as of January 31, 2020 is based on an incurred loss model, which reserves for incurred losses in the portfolio as of January 31, 2020.
(3)As of October 31, 2020 and January 31, 2020, the carrying value of customer accounts receivable past due one day or greater was $367.3 million and $527.0 million, respectively. These amounts include the 60+ days past due balances shown above.
(4)The re-aged carrying value as of October 31, 2020 and January 31, 2020 includes $91.3 million and $131.4 million, respectively, in carrying value that are both 60+ days past due and re-aged.
(5)The restructured carrying value as of October 31, 2020 and January 31, 2020 includes $52.4 million and $64.8 million, respectively, in carrying value that are both 60+ days past due and restructured.
The allowance for credit losses included in the current and long-term portion of customer accounts receivable, net as shown in the Condensed Consolidated Balance Sheet were as follows:
|
|
|
|
|
|
|
|
(in thousands)
|
October 31, 2020
|
|
Customer accounts receivable - current
|
$
|
666,294
|
|
|
Allowance for credit losses for customer accounts receivable - current
|
(176,453)
|
|
|
Customer accounts receivable, net of allowances
|
489,841
|
|
|
Customer accounts receivable - non current
|
585,322
|
|
|
Allowance for credit losses for customer accounts receivable - non current
|
(140,970)
|
|
|
Long-term portion of customer accounts receivable, net of allowances
|
444,352
|
|
|
Total customer accounts receivable, net
|
$
|
934,193
|
|
The following presents the activity in our allowance for credit losses and uncollectible interest for customer receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended October 31, 2020
|
|
Nine Months Ended October 31, 2019
|
|
(in thousands)
|
Customer
Accounts
Receivable
|
|
Restructured
Accounts
|
|
Total
|
|
Customer
Accounts
Receivable
|
|
Restructured
Accounts
|
|
Total
|
|
Allowance at beginning of period, prior to adoption of ASC 326
|
$
|
145,680
|
|
|
$
|
88,123
|
|
|
$
|
233,803
|
|
|
$
|
147,123
|
|
|
$
|
67,756
|
|
|
$
|
214,879
|
|
|
Impact of adoption ASC 326
|
95,136
|
|
|
3,526
|
|
|
98,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Provision for credit loss expense (1)
|
164,697
|
|
|
60,595
|
|
|
225,292
|
|
|
119,846
|
|
|
58,818
|
|
|
178,664
|
|
|
Principal charge-offs (2)
|
(144,048)
|
|
|
(62,678)
|
|
|
(206,726)
|
|
|
(116,698)
|
|
|
(44,686)
|
|
|
(161,384)
|
|
|
Interest charge-offs
|
(40,340)
|
|
|
(17,553)
|
|
|
(57,893)
|
|
|
(27,076)
|
|
|
(10,368)
|
|
|
(37,444)
|
|
|
Recoveries (3)
|
16,922
|
|
|
7,363
|
|
|
24,285
|
|
|
13,571
|
|
|
5,197
|
|
|
18,768
|
|
|
Allowance at end of period
|
$
|
238,047
|
|
|
$
|
79,376
|
|
|
$
|
317,423
|
|
|
$
|
136,766
|
|
|
$
|
76,717
|
|
|
$
|
213,483
|
|
|
Average total customer portfolio balance
|
$
|
1,219,794
|
|
|
$
|
216,433
|
|
|
$
|
1,436,227
|
|
|
$
|
1,362,790
|
|
|
$
|
195,471
|
|
|
$
|
1,558,261
|
|
(1)Includes provision for uncollectible interest, which is included in finance charges and other revenues, and changes in expected future recoveries.
(2)Charge-offs include the principal amount of losses (excluding accrued and unpaid interest). The increase in bad debt charge-offs, net of recoveries, was primarily due to an increase in new customer mix and the impact of difficulties in collection efforts related to the implementation of our new loan management system during the fourth quarter of fiscal year 2020.
(3)Recoveries include the principal amount collected during the period for previously charged-off balances.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We manage our Customer Accounts Receivable portfolio using delinquency as a key credit quality indicator. The following table presents the delinquency distribution of the carrying value of customer accounts receivable by year of origination. The information is updated as of October 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Delinquency Bucket
|
2020
|
2019
|
2018
|
2017
|
Prior
|
Total
|
% of Total
|
|
Current
|
$
|
418,548
|
|
$
|
316,243
|
|
$
|
113,741
|
|
$
|
14,045
|
|
$
|
851
|
|
$
|
863,428
|
|
70.2
|
%
|
|
1-30
|
49,070
|
|
78,166
|
|
36,580
|
|
8,113
|
|
685
|
|
172,614
|
|
14.0
|
%
|
|
31-60
|
12,652
|
|
23,948
|
|
12,449
|
|
3,805
|
|
385
|
|
53,239
|
|
4.3
|
%
|
|
61-90
|
7,536
|
|
17,974
|
|
8,756
|
|
2,755
|
|
264
|
|
37,285
|
|
3.0
|
%
|
|
91+
|
19,328
|
|
50,445
|
|
25,437
|
|
8,026
|
|
920
|
|
104,156
|
|
8.5
|
%
|
|
Total
|
$
|
507,134
|
|
$
|
486,776
|
|
$
|
196,963
|
|
$
|
36,744
|
|
$
|
3,105
|
|
$
|
1,230,722
|
|
100.0
|
%
|
3. Charges and Credits
Charges and credits consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
Nine Months Ended
October 31,
|
|
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Professional fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,589
|
|
|
$
|
—
|
|
|
Write-off of software costs
|
—
|
|
|
1,209
|
|
|
—
|
|
|
1,209
|
|
|
Facility relocation costs
|
—
|
|
|
2,628
|
|
|
—
|
|
|
1,933
|
|
|
Total charges and credits
|
$
|
—
|
|
|
$
|
3,837
|
|
|
$
|
3,589
|
|
|
$
|
3,142
|
|
During the three months ended October 31, 2019, we recognized $3.2 million in impairments from exiting 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, 2020, we recognized $3.6 million in professional fees associated with non-recurring expenses. 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.
4. Finance Charges and Other Revenues
Finance charges and other revenues consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
October 31,
|
|
Nine Months Ended
October 31,
|
|
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Interest income and fees
|
$
|
69,996
|
|
|
$
|
85,903
|
|
|
$
|
235,438
|
|
|
$
|
255,124
|
|
|
Insurance income
|
4,222
|
|
|
9,905
|
|
|
12,359
|
|
|
26,809
|
|
|
Other revenues
|
168
|
|
|
197
|
|
|
599
|
|
|
602
|
|
|
Total finance charges and other revenues
|
$
|
74,386
|
|
|
$
|
96,005
|
|
|
$
|
248,396
|
|
|
$
|
282,535
|
|
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, 2020 and 2019, interest income and fees reflected provisions for uncollectible interest of $16.9 million and $16.8 million, respectively. The amounts included in interest income and fees related to TDR accounts for the three months ended October 31, 2020 and 2019 were $9.3 million and $9.0 million, respectively. During the
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
nine months ended October 31, 2020 and 2019, interest income and fees reflected provisions for uncollectible interest of $48.8 million and $43.4 million, respectively. The amounts included in interest income and fees related to TDR accounts for the nine months ended October 31, 2020 and 2019 were $28.8 million and $25.7 million, respectively.
5. Debt and Financing Lease Obligations
Debt and financing lease obligations consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
October 31,
2020
|
|
January 31,
2020
|
|
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
29,100
|
|
|
Senior Notes
|
227,000
|
|
|
227,000
|
|
|
2017-B VIE Asset-backed Class C Notes
|
—
|
|
|
59,655
|
|
|
2018-A VIE Asset-backed Class A Notes
|
2,029
|
|
|
34,112
|
|
|
2018-A VIE Asset-backed Class B Notes
|
2,861
|
|
|
20,572
|
|
|
2018-A VIE Asset-backed Class C Notes
|
2,861
|
|
|
20,572
|
|
|
2019-A VIE Asset-backed Class A Notes
|
27,393
|
|
|
76,241
|
|
|
2019-A VIE Asset-backed Class B Notes
|
35,180
|
|
|
64,750
|
|
|
2019-A VIE Asset-backed Class C Notes
|
33,963
|
|
|
62,510
|
|
|
2019-B VIE Asset-backed Class A Notes
|
61,412
|
|
|
265,810
|
|
|
2019-B VIE Asset-backed Class B Notes
|
85,540
|
|
|
85,540
|
|
|
2019-B VIE Asset-backed Class C Notes
|
83,270
|
|
|
83,270
|
|
|
2020-A VIE Asset-backed Class A Notes
|
174,900
|
|
|
—
|
|
|
2020-A VIE Asset-backed Class B Notes
|
65,200
|
|
|
—
|
|
|
Financing lease obligations
|
5,665
|
|
|
5,209
|
|
|
Total debt and financing lease obligations
|
807,274
|
|
|
1,034,341
|
|
|
Less:
|
|
|
|
|
Discount on debt
|
(983)
|
|
|
(1,404)
|
|
|
Deferred debt issuance costs
|
(4,936)
|
|
|
(6,797)
|
|
|
Current maturities of long-term debt and financing lease obligations
|
(769)
|
|
|
(605)
|
|
|
Long-term debt and financing lease obligations
|
$
|
800,586
|
|
|
$
|
1,025,535
|
|
Senior Notes. On July 1, 2014, we issued $250.0 million of unsecured Senior Notes due July 2022 bearing interest at 7.25% (the “Senior Notes”), pursuant to an indenture dated July 1, 2014 (as amended, the “Indenture”), among Conn’s, Inc., its subsidiary guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee. The effective interest rate of the Senior Notes after giving effect to the discount and issuance costs is 7.8%.
The Indenture restricts the Company’s and certain of its subsidiaries’ ability to: (i) incur indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock (“restricted payments”); (iii) prepay, redeem or repurchase debt that is junior in right of payment to the notes; (iv) make loans and certain investments; (v) sell assets; (vi) incur liens; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. During any time when the Senior Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we will cease to be subject to such covenants during such period. As of October 31, 2020, $176.0 million would have been free from the restricted payments covenant contained in the Indenture. Events of default under the Indenture include customary events, such as a cross-acceleration provision in the event that we fail to make payment of other indebtedness prior to the expiration of any applicable grace period or upon acceleration of indebtedness prior to its stated maturity date in an amount exceeding $25.0 million, as well as in the event a judgment is entered against us in excess of $25.0 million that is not discharged, bonded or insured.
On November 30, 2020, the Company announced a cash tender offer for up to $100.0 million aggregate principal amount of its Senior Notes. See Note 9, Subsequent Events, of the Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q for further details.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Asset-backed Notes. From time to time, we securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. In turn, the VIEs issue asset-backed notes secured by the transferred customer accounts receivables and restricted cash held by the VIEs.
Under the terms of the securitization transactions, all cash collections and other cash proceeds of the customer receivables go first to the servicer and the holders of issued notes, and then to us as the holder of non-issued notes, if any, and residual equity. We retain the servicing of the securitized portfolios and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables. In addition, we, rather than the VIEs, retain all credit insurance income together with certain recoveries related to credit insurance and RSAs on charge-offs of the securitized receivables, which are reflected as a reduction to net charge-offs on a consolidated basis.
The asset-backed notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration provided by Rule 144A under the Securities Act of 1933. If an event of default were to occur under the indenture that governs the respective 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, 2020 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Notes
|
|
Original Principal Amount
|
|
Original Net Proceeds (1)
|
|
Current Principal Amount
|
|
Issuance Date
|
|
Maturity Date
|
|
Contractual Interest Rate
|
|
Effective Interest Rate (2)
|
|
2018-A Class A Notes
|
|
$
|
219,200
|
|
|
$
|
217,832
|
|
|
$
|
2,029
|
|
|
8/15/2018
|
|
1/17/2023
|
|
3.25%
|
|
5.03%
|
|
2018-A Class B Notes
|
|
69,550
|
|
|
69,020
|
|
|
2,861
|
|
|
8/15/2018
|
|
1/17/2023
|
|
4.65%
|
|
5.65%
|
|
2018-A Class C Notes
|
|
69,550
|
|
|
68,850
|
|
|
2,861
|
|
|
8/15/2018
|
|
1/17/2023
|
|
6.02%
|
|
7.02%
|
|
2019-A Class A Notes
|
|
254,530
|
|
|
253,026
|
|
|
27,393
|
|
|
4/24/2019
|
|
10/16/2023
|
|
3.40%
|
|
4.41%
|
|
2019-A Class B Notes
|
|
64,750
|
|
|
64,276
|
|
|
35,180
|
|
|
4/24/2019
|
|
10/16/2023
|
|
4.36%
|
|
4.87%
|
|
2019-A Class C Notes
|
|
62,510
|
|
|
61,898
|
|
|
33,963
|
|
|
4/24/2019
|
|
10/16/2023
|
|
5.29%
|
|
5.81%
|
|
2019-B Class A Notes
|
|
317,150
|
|
|
315,417
|
|
|
61,412
|
|
|
11/26/2019
|
|
6/17/2024
|
|
2.66%
|
|
4.34%
|
|
2019-B Class B Notes
|
|
85,540
|
|
|
84,916
|
|
|
85,540
|
|
|
11/26/2019
|
|
6/17/2024
|
|
3.62%
|
|
4.22%
|
|
2019-B Class C Notes
|
|
83,270
|
|
|
82,456
|
|
|
83,270
|
|
|
11/26/2019
|
|
6/17/2024
|
|
4.60%
|
|
5.02%
|
|
2020-A Class A Notes
|
|
174,900
|
|
|
173,716
|
|
|
174,900
|
|
|
10/16/2020
|
|
6/16/2025
|
|
1.71%
|
|
3.58%
|
|
2020-A Class B Notes
|
|
65,200
|
|
|
64,754
|
|
|
65,200
|
|
|
10/16/2020
|
|
6/16/2025
|
|
4.27%
|
|
5.86%
|
|
Total
|
|
$
|
1,466,150
|
|
|
$
|
1,456,161
|
|
|
$
|
574,609
|
|
|
|
|
|
|
|
|
|
(1)After giving effect to debt issuance costs.
(2)For the nine months ended October 31, 2020, and inclusive of the impact of changes in timing of actual and expected cash flows.
On October 16, 2020, the Company completed the issuance and sale of $240.1 million aggregate principal amount of asset-backed notes secured by the transferred customer accounts receivables and restricted cash held by a consolidated VIE, which resulted in net proceeds to us of $238.5 million, net of debt issuance costs. Net proceeds from the offering were used to repay indebtedness under the Company’s Revolving Credit Facility, as defined below, and for other general corporate purposes. The asset-backed notes mature on June 16, 2025 and consist of $174.9 million of 1.71% Asset Backed Fixed Rate Notes, Class A, Series 2020-A and $65.2 million of 4.27% Asset Backed Fixed Rate Notes, Class B, Series 2020-A. Additionally, the Company issued $62.9 million in aggregate principal amount of 7.10% Asset Backed Fixed Rate Notes, Class C, Series 2020-A which mature on June 16, 2025. The Class C Notes are currently being retained by the Company.
Revolving Credit Facility. On May 23, 2018, Conn’s, Inc. and certain of its subsidiaries (the “Borrowers”) entered into the Fourth Amended and Restated Loan and Security Agreement (as amended from time to time, “Fourth A&R Loan and Security Agreement”), with certain lenders, which provides for a $650.0 million asset-based revolving credit facility (the “Revolving Credit Facility”) under which credit availability is subject to a borrowing base and a maturity date of May 23, 2022.
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
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, 2020, we had immediately available borrowing capacity of $276.9 million under our Revolving Credit Facility, net of standby letters of credit issued of $27.5 million and prior to giving effect to a minimum liquidity requirement of $125.0 million pursuant to the Third Amendment as defined below. We also had $345.6 million that could have become available under our Revolving Credit Facility were we to grow the balance of eligible customer receivables and total eligible inventory balances.
On June 5, 2020 we entered into the Third Amendment to our Revolving Credit Facility (the “Third Amendment”). Under the Third Amendment, loans under the Revolving Credit Facility bear interest, at our option, at a rate of LIBOR plus a margin ranging from 3.00% to 3.75% per annum (depending on a pricing grid determined by our total leverage ratio) or the alternate base rate plus a margin ranging from 2.00% to 2.75% per annum (depending on a pricing grid determined by our total leverage ratio). The alternate base rate is a rate per annum equal to the greatest of the prime rate, the federal funds effective rate plus 0.5%, or LIBOR for a 30-day interest period plus 1.0%. We also pay an unused fee on the portion of the commitments that is available for future borrowings or letters of credit at a rate ranging from 0.25% to 0.50% per annum, depending on the average outstanding balance and letters of credit of the Revolving Credit Facility in the immediately preceding quarter. The weighted-average interest rate on borrowings outstanding and including unused line fees under the Revolving Credit Facility was 5.2% for the nine months ended October 31, 2020.
The Revolving Credit Facility places restrictions on our ability to incur additional indebtedness, grant liens on assets, make distributions on equity interests, dispose of assets, make loans, pay other indebtedness, engage in mergers, and other matters. The Revolving Credit Facility restricts our ability to make dividends and distributions unless no event of default exists and a liquidity test is satisfied. Subsidiaries of the Company may pay dividends and make distributions to the Company and other obligors under the Revolving Credit Facility without restriction. We are restricted from making distributions, including repayments of the Senior Notes or other distributions, as a result of the Revolving Credit Facility distribution and payment restrictions. The Revolving Credit Facility contains customary default provisions, which, if triggered, could result in acceleration of all amounts outstanding under the Revolving Credit Facility.
On November 16, 2020, the Company gave the lenders under the Third Amendment the required 10 days’ notice to terminate the Covenant Relief Period (as defined herein). As a result, the Covenant Relief Period ended on November 30, 2020. See Note 9, Subsequent Events, of the Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q for further details.
Debt Covenants. As of October 31, 2020, we were in compliance with the covenants in our Revolving Credit Facility. See Note 9, Subsequent Events, of the Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q for further details. If we were to breach certain covenants under our Revolving Credit Facility in the future, that breach might trigger a default under our Revolving Credit Facility, which, if not remedied, would require a waiver from the lenders under our Revolving Credit Facility or an amendment to our Revolving Credit Facility in order for us to avoid an event of default. There can be no assurances that, in the event of such a covenant breach, we would be able to obtain the necessary waivers or amendments to remain in compliance with the covenants in our Revolving Credit Facility.
A summary of the significant financial covenants that govern our Revolving Credit Facility, as amended, compared to our actual compliance status at October 31, 2020 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
|
4.69:1.00
|
|
1.50:1.00
|
|
Leverage Ratio must not exceed maximum
|
1.84:1.00
|
|
4.50:1.00
|
|
ABS Excluded Leverage Ratio must not exceed maximum
|
0.89:1.00
|
|
2.50:1.00
|
|
Capital Expenditures, net, must not exceed maximum
|
$34.5 million
|
|
$100.0 million
|
All capitalized terms in the above table are defined in the Revolving Credit Facility and may or may not match directly to the financial statement captions in this document. The covenants are calculated quarterly, except for capital expenditures, which is calculated for a period of four consecutive fiscal quarters, as of the end of each fiscal quarter.
6. Contingencies
Securities Litigation. On May 15, 2020, a putative securities class action lawsuit was filed against us and two of our executive officers in the United States District Court for the Southern District of Texas, captioned Uddin v. Conn’s, Inc., et al., No. 4:20-1705 (“Uddin Action”). On November 16, 2020, the lead plaintiff voluntarily dismissed the action without prejudice. The court entered an order recognizing the dismissal on November 17, 2020.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On April 2, 2018, MicroCapital Fund, LP, MicroCapital Fund, Ltd., and MicroCapital LLC (collectively, “MicroCapital”) filed a lawsuit against us and certain of our former executive officers in the U.S. District Court for the Southern District of Texas, Cause No. 4:18-CV-01020 (the “MicroCapital Action”). The plaintiffs in this action allege that the defendants made false and misleading statements or failed to disclose material facts about our credit and underwriting practices, accounting and internal controls. Plaintiffs allege violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, Texas and Connecticut common law fraud, and Texas common law negligent misrepresentation against all defendants; as well as violations of section 20A of the Securities Exchange Act of 1934; and Connecticut common law negligent misrepresentation against certain defendants arising from plaintiffs’ purchase of Conn’s, Inc. securities between April 3, 2013 and February 20, 2014. The complaint does not specify the amount of damages sought.
The Court previously stayed the MicroCapital Action pending resolution of other outstanding litigation (In re Conn’s Inc. Sec. Litig., Cause No. 14-CV-00548 (S.D. Tex.) (the “Consolidated Securities Action”)), which was settled in October 2018. After that settlement, the stay was lifted, and the defendants filed a motion to dismiss plaintiff’s complaint in the MicroCapital Action on November 6, 2018. On July 26, 2019, the magistrate judge issued a report recommending that defendants’ motion to dismiss the complaint be granted in part and denied in part. On September 25, 2019, the district court adopted the magistrate judge’s report, which permitted MicroCapital to file an amended complaint, which MicroCapital filed on October 30, 2019. Defendants filed their answer to the amended complaint on November 27, 2019.
We intend to vigorously defend our interests in the MicroCapital Action. It is not possible at this time to predict the timing or outcome of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims.
Derivative Litigation. On December 1, 2014, an alleged shareholder, purportedly on behalf of the Company, filed a derivative shareholder lawsuit against us and certain of our current and former directors and former executive officers captioned as Robert Hack, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former director), Bob L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former director), Brian Taylor (former executive officer) and Michael J. Poppe (former executive officer) and Conn’s, Inc., Case No. 4:14-cv-03442 (S.D. Tex.) (the “Original Derivative Action”). The complaint asserts claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, and insider trading based on substantially similar factual allegations as those asserted in the Consolidated Securities Action. The plaintiff seeks unspecified damages against these persons and does not request any damages from Conn’s. Setting forth substantially similar claims against the same defendants, on February 25, 2015, an additional federal derivative action, captioned 95250 Canada LTEE, derivatively on Behalf of Conn’s, Inc. v. Wright et al., Cause No. 4:15-cv-00521 (S.D. Tex.), which was consolidated with the Original Derivative Action.
The Court previously approved a stipulation among the parties to stay the Original Derivative Action pending resolution of the Consolidated Securities Action. The stay was lifted on November 1, 2018, and the defendants filed a motion to dismiss plaintiff’s complaint. Briefing on the motion to dismiss was completed December 3, 2018. On May 29, 2019, the magistrate judge issued a report, recommending that defendants’ motion to dismiss the complaint be granted, but recommended that the plaintiff be permitted to replead his claims. The district court adopted the recommendation on July 5, 2019.
On July 19, 2019, plaintiff filed an amended complaint. On November 1, 2019, the magistrate judge heard argument on the motion to dismiss and postponed certain deadlines. Adopting the report and recommendation issued by the magistrate judge on July 22, 2020, the district court entered an order on September 25, 2020 denying defendant’s motion on the breach of fiduciary duty claims and granting defendants’ motion on the insider trading claims. The district court also allowed plaintiff leave to amend to add 95250 Canada LTEE, which had been omitted from the amended complaint, as a party to the case. Plaintiffs filed a corrected amended complaint on October 21, 2020 in accordance with the district court’s order.
Another derivative action was filed on January 27, 2015, captioned as Richard A. Dohn v. Wright, et al., Cause No. 2015-04405, in the 281st Judicial District Court, Harris County, Texas. This action makes substantially similar allegations to the Original Derivative Action against the same defendants. This case is stayed until at least July 15, 2021.
Prior to filing a lawsuit, an alleged shareholder, Robert J. Casey II (“Casey”), submitted a demand under Delaware law, which our Board of Directors refused. On May 19, 2016, Casey, purportedly on behalf of the Company, filed a lawsuit against us and certain of our current and former directors and former executive officers in the 55th Judicial District Court, Harris County, Texas, captioned as Casey, derivatively on behalf of Conn’s, Inc., v. Theodore M. Wright (former executive officer and former director), Michael J. Poppe (former executive officer), Brian Taylor (former executive officer), Bob L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson (former director), Douglas H. Martin, David Schofman, Scott L. Thompson (former director) and William E. Saunders Jr., and Conn’s, Inc., Cause No. 2016-33135. The complaint asserts claims for breach of fiduciary duties and unjust enrichment based on substantially similar factual allegations as those asserted in the Original Derivative Action. The complaint does not specify the amount of damages sought. Since April 2018, this case has been abated pending the resolution of related cases. At a hearing on October 2, 2020, the court took under advisement whether the abatement should continue pending further developments in the Original Derivative Action.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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.
7. Variable Interest Entities
From time to time, we securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. Under the terms of the respective securitization transactions, all cash collections and other cash proceeds of the customer receivables go first to the servicer and the holders of the asset-backed notes, and then to the residual equity holder. We retain the servicing of the securitized portfolio and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables, and we currently hold all of the residual equity. In addition, we, rather than the VIEs, will retain certain credit insurance income together with certain recoveries related to credit insurance and RSAs on charge-offs of the securitized receivables, which will continue to be reflected as a reduction of net charge-offs on a consolidated basis for as long as we consolidate the VIEs.
We consolidate VIEs when we determine that we are the primary beneficiary of these VIEs, we have the power to direct the activities that most significantly impact the performance of the VIEs and our obligation to absorb losses and the right to receive residual returns are significant.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the assets and liabilities held by the VIEs (for legal purposes, the assets and liabilities of the VIEs will remain distinct from Conn’s, Inc.):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
October 31,
2020
|
|
January 31,
2020
|
|
Assets:
|
|
|
|
|
Restricted cash
|
$
|
76,438
|
|
|
$
|
73,214
|
|
|
Due from Conn’s, Inc., net
|
5,953
|
|
|
307
|
|
|
Customer accounts receivable:
|
|
|
|
|
Customer accounts receivable
|
669,954
|
|
|
838,210
|
|
|
Restructured accounts
|
130,571
|
|
|
147,971
|
|
|
Allowance for uncollectible accounts
|
(200,770)
|
|
|
(151,263)
|
|
|
Allowance for no-interest option credit programs
|
(6,312)
|
|
|
(12,445)
|
|
|
Deferred fees and origination costs
|
(7,342)
|
|
|
(8,255)
|
|
|
Total customer accounts receivable, net
|
586,101
|
|
|
814,218
|
|
|
Total assets
|
$
|
668,492
|
|
|
$
|
887,739
|
|
|
Liabilities:
|
|
|
|
|
Accrued expenses
|
$
|
6,105
|
|
|
$
|
5,517
|
|
|
Other liabilities
|
5,828
|
|
|
7,584
|
|
|
|
|
|
|
|
Long-term debt:
|
|
|
|
|
2017-B Class C Notes
|
—
|
|
|
59,655
|
|
|
2018-A Class A Notes
|
2,029
|
|
|
34,112
|
|
|
2018-A Class B Notes
|
2,861
|
|
|
20,572
|
|
|
2018-A Class C Notes
|
2,861
|
|
|
20,572
|
|
|
2019-A Class A Notes
|
27,393
|
|
|
76,241
|
|
|
2019-A Class B Notes
|
35,180
|
|
|
64,750
|
|
|
2019-A Class C Notes
|
33,963
|
|
|
62,510
|
|
|
2019-B Class A Notes
|
61,412
|
|
|
265,810
|
|
|
2019-B Class B Notes
|
85,540
|
|
|
85,540
|
|
|
2019-B Class C Notes
|
83,270
|
|
|
83,270
|
|
|
2020-A Class A Notes
|
174,900
|
|
|
—
|
|
|
2020-A Class B Notes
|
65,200
|
|
|
—
|
|
|
|
574,609
|
|
|
773,032
|
|
|
Less: deferred debt issuance costs
|
(3,618)
|
|
|
(4,911)
|
|
|
Total debt
|
$
|
570,991
|
|
|
$
|
768,121
|
|
|
Total liabilities
|
$
|
582,924
|
|
|
$
|
781,222
|
|
The assets of the VIEs serve as collateral for the obligations of the VIEs. The holders of asset-backed notes have no recourse to assets outside of the respective VIEs.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. Segment Information
Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one another. The retail segment operates primarily through our stores and website. Our retail segment product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit segment offers affordable financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. Our operating segments provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next day delivery and installation in the majority of our markets, and product repair service. The operating segments follow the same accounting policies used in our Condensed Consolidated Financial Statements.
We evaluate a segment’s performance based upon operating income before taxes. Selling, general and administrative expenses (“SG&A”) includes the direct expenses of the retail and credit operations, allocated overhead expenses, and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment, which benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is calculated using an annual rate of 2.5% times the average outstanding portfolio balance for each applicable period.
As of October 31, 2020, we operated retail stores in 14 states with no operations outside of the United States. No single customer accounts for more than 10% of our total revenues.
Financial information by segment is presented in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, 2020
|
|
Three Months Ended October 31, 2019
|
|
(in thousands)
|
Retail
|
|
Credit
|
|
Total
|
|
Retail
|
|
Credit
|
|
Total
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture and mattress
|
$
|
82,793
|
|
|
$
|
—
|
|
|
$
|
82,793
|
|
|
$
|
89,070
|
|
|
$
|
—
|
|
|
$
|
89,070
|
|
|
Home appliance
|
99,872
|
|
|
—
|
|
|
99,872
|
|
|
90,343
|
|
|
—
|
|
|
90,343
|
|
|
Consumer electronics
|
35,517
|
|
|
—
|
|
|
35,517
|
|
|
48,113
|
|
|
—
|
|
|
48,113
|
|
|
Home office
|
16,711
|
|
|
—
|
|
|
16,711
|
|
|
18,681
|
|
|
—
|
|
|
18,681
|
|
|
Other
|
4,264
|
|
|
—
|
|
|
4,264
|
|
|
4,026
|
|
|
—
|
|
|
4,026
|
|
|
Product sales
|
239,157
|
|
|
—
|
|
|
239,157
|
|
|
250,233
|
|
|
—
|
|
|
250,233
|
|
|
Repair service agreement commissions
|
17,465
|
|
|
—
|
|
|
17,465
|
|
|
26,478
|
|
|
—
|
|
|
26,478
|
|
|
Service revenues
|
3,150
|
|
|
—
|
|
|
3,150
|
|
|
3,411
|
|
|
—
|
|
|
3,411
|
|
|
Total net sales
|
259,772
|
|
|
—
|
|
|
259,772
|
|
|
280,122
|
|
|
—
|
|
|
280,122
|
|
|
Finance charges and other revenues
|
168
|
|
|
74,218
|
|
|
74,386
|
|
|
197
|
|
|
95,808
|
|
|
96,005
|
|
|
Total revenues
|
259,940
|
|
|
74,218
|
|
|
334,158
|
|
|
280,319
|
|
|
95,808
|
|
|
376,127
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
160,378
|
|
|
—
|
|
|
160,378
|
|
|
170,453
|
|
|
—
|
|
|
170,453
|
|
|
Selling, general and administrative expense (1)
|
84,245
|
|
|
37,913
|
|
|
122,158
|
|
|
87,105
|
|
|
38,503
|
|
|
125,608
|
|
|
Provision for bad debts
|
72
|
|
|
27,421
|
|
|
27,493
|
|
|
535
|
|
|
45,390
|
|
|
45,925
|
|
|
Charges and credits
|
—
|
|
|
—
|
|
|
—
|
|
|
2,628
|
|
|
1,209
|
|
|
3,837
|
|
|
Total costs and expenses
|
244,695
|
|
|
65,334
|
|
|
310,029
|
|
|
260,721
|
|
|
85,102
|
|
|
345,823
|
|
|
Operating income
|
15,245
|
|
|
8,884
|
|
|
24,129
|
|
|
19,598
|
|
|
10,706
|
|
|
30,304
|
|
|
Interest expense
|
—
|
|
|
11,563
|
|
|
11,563
|
|
|
—
|
|
|
15,051
|
|
|
15,051
|
|
|
Income (loss) before income taxes
|
$
|
15,245
|
|
|
$
|
(2,679)
|
|
|
$
|
12,566
|
|
|
$
|
19,598
|
|
|
$
|
(4,345)
|
|
|
$
|
15,253
|
|
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended October 31, 2020
|
|
Nine Months Ended October 31, 2019
|
|
(in thousands)
|
Retail
|
|
Credit
|
|
Total
|
|
Retail
|
|
Credit
|
|
Total
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture and mattress
|
$
|
232,670
|
|
|
$
|
—
|
|
|
$
|
232,670
|
|
|
$
|
276,889
|
|
|
$
|
—
|
|
|
$
|
276,889
|
|
|
Home appliance
|
288,839
|
|
|
—
|
|
|
288,839
|
|
|
266,989
|
|
|
—
|
|
|
266,989
|
|
|
Consumer electronics
|
118,677
|
|
|
—
|
|
|
118,677
|
|
|
151,454
|
|
|
—
|
|
|
151,454
|
|
|
Home office
|
49,056
|
|
|
—
|
|
|
49,056
|
|
|
52,270
|
|
|
—
|
|
|
52,270
|
|
|
Other
|
13,255
|
|
|
—
|
|
|
13,255
|
|
|
11,654
|
|
|
—
|
|
|
11,654
|
|
|
Product sales
|
702,497
|
|
|
—
|
|
|
702,497
|
|
|
759,256
|
|
|
—
|
|
|
759,256
|
|
|
Repair service agreement commissions
|
57,730
|
|
|
—
|
|
|
57,730
|
|
|
78,149
|
|
|
—
|
|
|
78,149
|
|
|
Service revenues
|
9,611
|
|
|
—
|
|
|
9,611
|
|
|
10,758
|
|
|
—
|
|
|
10,758
|
|
|
Total net sales
|
769,838
|
|
|
—
|
|
|
769,838
|
|
|
848,163
|
|
|
—
|
|
|
848,163
|
|
|
Finance charges and other revenues
|
599
|
|
|
247,797
|
|
|
248,396
|
|
|
602
|
|
|
281,933
|
|
|
282,535
|
|
|
Total revenues
|
770,437
|
|
|
247,797
|
|
|
1,018,234
|
|
|
848,765
|
|
|
281,933
|
|
|
1,130,698
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
484,015
|
|
|
—
|
|
|
484,015
|
|
|
509,746
|
|
|
—
|
|
|
509,746
|
|
|
Selling, general and administrative expense (1)
|
241,003
|
|
|
109,440
|
|
|
350,443
|
|
|
254,874
|
|
|
116,132
|
|
|
371,006
|
|
|
Provision for bad debts
|
422
|
|
|
176,442
|
|
|
176,864
|
|
|
645
|
|
|
135,062
|
|
|
135,707
|
|
|
Charges and credits
|
1,355
|
|
|
2,234
|
|
|
3,589
|
|
|
1,933
|
|
|
1,209
|
|
|
3,142
|
|
|
Total costs and expenses
|
726,795
|
|
|
288,116
|
|
|
1,014,911
|
|
|
767,198
|
|
|
252,403
|
|
|
1,019,601
|
|
|
Operating income (loss)
|
43,642
|
|
|
(40,319)
|
|
|
3,323
|
|
|
81,567
|
|
|
29,530
|
|
|
111,097
|
|
|
Interest expense
|
—
|
|
|
39,778
|
|
|
39,778
|
|
|
—
|
|
|
43,944
|
|
|
43,944
|
|
|
Income (loss) before income taxes
|
$
|
43,642
|
|
|
$
|
(80,097)
|
|
|
$
|
(36,455)
|
|
|
$
|
81,567
|
|
|
$
|
(14,414)
|
|
|
$
|
67,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2020
|
|
October 31, 2019
|
|
(in thousands)
|
Retail
|
|
Credit
|
|
Total
|
|
Retail
|
|
Credit
|
|
Total
|
|
Total assets
|
$
|
743,568
|
|
|
$
|
1,189,888
|
|
|
$
|
1,933,456
|
|
|
$
|
672,181
|
|
|
$
|
1,480,970
|
|
|
$
|
2,153,151
|
|
(1)For the three months ended October 31, 2020 and 2019, the amount of corporate overhead allocated to each segment reflected in SG&A was $8.5 million and $5.7 million, respectively. For the three months ended October 31, 2020 and 2019, the amount of reimbursement made to the retail segment by the credit segment was $8.2 million and $9.8 million, respectively. For the nine months ended October 31, 2020 and 2019, the amount of corporate overhead allocated to each segment reflected in SG&A was $24.2 million and $23.4 million, respectively. For the nine months ended October 31, 2020 and 2019, the amount of reimbursement made to the retail segment by the credit segment was $26.9 million and $29.2 million, respectively.
CONN’S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. Subsequent Events
Termination of Covenant Relief Period. As previously disclosed, on June 5, 2020, the Company and the lenders entered into a Third Amendment (the “Third Amendment”) to the Fourth Amended and Restated Loan and Security Agreement, dated as of October 30, 2015, by and among the Company, as parent and guarantor, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., as borrowers, certain banks and financial institutions named therein, as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. The Third Amendment, among other things, (1) waived the two interest coverage covenants for the period ended on April 30, 2020 and for subsequent periods through the date on which the Company delivers financial statements and a compliance certificate for the quarter ended January 31, 2021 or such earlier date as the borrowers may elect to terminate such relief period upon 10 business days’ prior written notice, the “Covenant Relief Period”; (2) added a minimum liquidity covenant of $125.0 million at any time during the Covenant Relief Period; (3) added a minimum availability covenant requiring at any time during the Covenant Relief Period that the borrowers maintain availability under the revolver equal to the greater of (a) 25% of the lesser of (i) the borrowing base and (ii) the revolver commitments and (b) $75.0 million; and (4) included temporary restrictions, applicable only during the Covenant Relief Period, prohibiting the borrowers from, among other things, (a) making acquisitions and certain other investments, (b) making certain non-ordinary course restricted payments and (c) prepaying certain indebtedness.
On November 16, 2020, the Company gave the lenders under the Third Amendment the required 10 days’ notice to terminate the Covenant Relief Period. As a result, the Covenant Relief Period ended on November 30, 2020.
Cash Tender Offer. On November 30, 2020, the Company announced a cash tender offer for up to $100.0 million aggregate principal amount of its Senior Notes (the “tender offer”) for the total consideration of $980.00, in cash, per $1,000 principal amount of Senior Notes, which includes an early tender payment of $30.00 for holders who validly tender their notes (and do not validly withdraw) prior to 5:00 p.m., New York City time, on December 11, 2020 (the “early tender deadline”). Holders who validly tender their notes after the early tender deadline but on or prior to 11:59 p.m. on December 28, 2020 (the “final expiration date”) will be entitled to receive $950.00, in cash, per $1,000 principal amount of notes accepted for purchase. Settlement of Senior Notes tendered prior to the early tender deadline is scheduled to occur on or shortly after December 14, 2020. Settlement of any Senior Notes tendered in connection with the final expiration date is scheduled to occur on or shortly after December 30, 2020. The Company has reserved the right, subject to compliance with applicable laws, to amend, extend or terminate the tender offer at any time and for any reason.