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 January 31, 2018 and 2017, 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, statement of operations, and 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 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 January 31, 2018 and 2017 (after the elimination of intercompany balances and transactions). Condensed Consolidated Balance Sheets as of January 31, 2018 (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 9,286 $ — $ — $ 9,286 Restricted cash — 1,550 85,322 — 86,872 Customer accounts receivable, net of allowance — 177,117 459,708 — 636,825 Other accounts receivable — 71,186 — — 71,186 Inventories — 211,894 — — 211,894 Other current assets — 68,621 15,212 (19,879 ) 63,954 Total current assets — 539,654 560,242 (19,879 ) 1,080,017 Investment in and advances to subsidiaries 735,272 209,903 — (945,175 ) — Long-term portion of customer accounts receivable, net of allowance — 195,606 455,002 — 650,608 Property and equipment, net — 143,152 — — 143,152 Deferred income taxes 21,565 — — — 21,565 Other assets — 5,457 — 5,457 Total assets $ 756,837 $ 1,093,772 $ 1,015,244 $ (965,054 ) $ 1,900,799 Liabilities and Stockholders' Equity Current liabilities: Current maturities of capital lease obligations $ — $ 907 $ — $ — $ 907 Accounts payable — 71,617 — — 71,617 Accrued expenses 686 66,370 6,723 (4,667 ) 69,112 Other current liabilities — 32,685 5,002 (15,212 ) 22,475 Total current liabilities 686 171,579 11,725 (19,879 ) 164,111 Deferred rent — 87,003 — — 87,003 Long-term debt and capital lease obligations 221,083 81,043 787,979 — 1,090,105 Other long-term liabilities — 18,875 5,637 — 24,512 Total liabilities 221,769 358,500 805,341 (19,879 ) 1,365,731 Stockholders' equity: Total stockholders' equity 535,068 735,272 209,903 (945,175 ) 535,068 Total liabilities and stockholders' equity $ 756,837 $ 1,093,772 $ 1,015,244 $ (965,054 ) $ 1,900,799 Deferred income taxes related to tax attributes of the Guarantors and Non-Guarantor Subsidiaries are reflected under Conn's, Inc. Condensed Consolidated Statements of Operations for the year ended January 31, 2018 (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 1,191,967 $ — $ — $ 1,191,967 Finance charges and other revenues — 173,539 150,525 — 324,064 Servicing fee revenue — 63,372 — (63,372 ) — Total revenues — 1,428,878 150,525 (63,372 ) 1,516,031 Costs and expenses: Cost of goods sold — 720,344 — — 720,344 Selling, general and administrative expense — 460,698 53,087 (63,372 ) 450,413 Provision for bad debts — 42,677 174,198 — 216,875 Charges and credits — 13,331 — — 13,331 Total costs and expenses — 1,237,050 227,285 (63,372 ) 1,400,963 Operating income (loss) — 191,828 (76,760 ) — 115,068 Interest expense 17,772 15,978 46,410 — 80,160 Loss on extinguishment of debt — 349 2,925 — 3,274 Income (loss) before income taxes (17,772 ) 175,501 (126,095 ) — 31,634 Provision (benefit) for income taxes (14,141 ) 139,647 (100,335 ) — 25,171 Net income (loss) (3,631 ) 35,854 (25,760 ) $ — 6,463 Income (loss) from consolidated subsidiaries 10,094 (25,760 ) — 15,666 — Consolidated net income (loss) $ 6,463 $ 10,094 $ (25,760 ) $ 15,666 $ 6,463 Condensed Consolidated Statements of Cash Flows for the year ended January 31, 2018 (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (3,318 ) $ (924,343 ) $ 979,022 $ — $ 51,361 Cash flows from investing activities: Purchase of customer accounts receivables — — (1,112,903 ) 1,112,903 — Sale of customer accounts receivables — 1,112,903 — (1,112,903 ) — Purchase of property and equipment — (16,918 ) — — (16,918 ) Net cash provided by (used in) investing activities — 1,095,985 (1,112,903 ) — (16,918 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 1,042,034 — 1,042,034 Payments on asset-backed notes — (78,779 ) (922,923 ) — (1,001,702 ) Changes in restricted cash balances — (1,550 ) 25,376 — 23,826 Borrowings from revolving credit facility — 1,717,012 — — 1,717,012 Payments on revolving credit facility — (1,817,512 ) — — (1,817,512 ) Payment of debt issuance costs and amendment fees — (3,268 ) (10,606 ) — (13,874 ) Proceeds from stock issued under employee benefit plans 3,318 — — — 3,318 Tax Payments associated with equity-based compensation transactions — (1,182 ) — — (1,182 ) Other — (643 ) — — (643 ) Net cash provided by (used in) financing activities 3,318 (185,922 ) 133,881 — (48,723 ) Net change in cash and cash equivalents — (14,280 ) — — (14,280 ) Cash and cash equivalents, beginning of period — 23,566 — — 23,566 Cash and cash equivalents, end of period $ — $ 9,286 $ — $ — $ 9,286 Condensed Consolidated Balance Sheets as of January 31, 2017 (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 23,566 $ — $ — $ 23,566 Restricted cash — — 110,698 — 110,698 Customer accounts receivable, net of allowance — 173,054 529,108 — 702,162 Other accounts receivable — 69,286 — — 69,286 Inventories — 164,856 — — 164,856 Other current assets — 21,505 7,368 (11,768 ) 17,105 Total current assets — 452,267 647,174 (11,768 ) 1,087,673 Investment in and advances to subsidiaries 678,149 220,107 — (898,256 ) — Long-term portion of customer accounts receivable, net of allowance — 295,522 320,382 — 615,904 Property and equipment, net — 159,202 — — 159,202 Deferred income taxes 71,442 — — — 71,442 Other assets — 6,913 — — 6,913 Total assets $ 749,591 $ 1,134,011 $ 967,556 $ (910,024 ) $ 1,941,134 Liabilities and Stockholders' Equity Current liabilities: Current maturities of capital lease obligations $ — $ 849 $ — $ — $ 849 Accounts payable — 101,612 — — 101,612 Accrued expenses 686 40,287 6,525 (4,399 ) 43,099 Other current liabilities — 25,230 3,961 (7,370 ) 21,821 Total current liabilities 686 167,978 10,486 (11,769 ) 167,381 Deferred rent — 87,957 — — 87,957 Long-term debt and capital lease obligations 219,768 179,044 745,581 — 1,144,393 Other long-term liabilities — 20,883 2,730 — 23,613 Total liabilities 220,454 455,862 758,797 (11,769 ) 1,423,344 Stockholders' equity: Total stockholders' equity 529,137 678,149 208,759 (898,255 ) 517,790 Total liabilities and stockholders' equity $ 749,591 $ 1,134,011 $ 967,556 $ (910,024 ) $ 1,941,134 Condensed Consolidated Statement of Operations for the year ended January 31, 2017 (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 1,314,471 $ — $ — $ 1,314,471 Finance charges and other revenues — 117,028 165,349 — 282,377 Servicing fee revenue — 60,149 — (60,149 ) — Total revenues — 1,491,648 165,349 (60,149 ) 1,596,848 Costs and expenses: Cost of goods sold — 823,082 — — 823,082 Selling, general and administrative expense — 460,076 60,969 (60,149 ) 460,896 Provision for bad debts — 6,974 235,320 — 242,294 Charges and credits — 6,478 — — 6,478 Total costs and expenses — 1,296,610 296,289 (60,149 ) 1,532,750 Operating income (loss) — 195,038 (130,940 ) — 64,098 Interest expense 17,708 13,379 67,528 — 98,615 Loss on extinguishment of debt — — — — — Income (loss) before income taxes (17,708 ) 181,659 (198,468 ) — (34,517 ) Provision (benefit) for income taxes (4,594 ) 47,129 (51,490 ) — (8,955 ) Net income (loss) (13,114 ) 134,530 (146,978 ) — (25,562 ) Income (loss) from consolidated subsidiaries (12,448 ) (146,978 ) — 159,422 — Consolidated net income (loss) $ (25,562 ) $ (12,448 ) $ (146,978 ) $ 159,422 $ (25,562 ) Condensed Consolidated Statement of Cash Flows for the year ended January 31, 2017 (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (1,268 ) $ (723,018 ) $ 929,457 $ — $ 205,171 Cash flows from investing activities: Purchase of customer accounts receivables — — (923,842 ) 923,842 — Sale of customer accounts receivables — 923,842 — (923,842 ) — Purchase of property and equipment — (46,556 ) — — (46,556 ) Proceeds from sales of property — 10,806 — — 10,806 Net cash provided by (used in) investing activities — 888,092 (923,842 ) — (35,750 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 1,067,850 — 1,067,850 Payments on asset-backed notes — — (1,032,842 ) — (1,032,842 ) Changes in restricted cash balances — — (32,122 ) — (32,122 ) Borrowings from revolving credit facility — 724,697 — — 724,697 Payments on revolving credit facility — (876,404 ) — — (876,404 ) Payment of debt issuance costs and amendment fees — (1,215 ) (8,501 ) — (9,716 ) Proceeds from stock issued under employee benefit plans 1,268 — — — 1,268 Tax Payments associated with equity-based compensation transactions — (40 ) — — (40 ) Other — (800 ) — — (800 ) Net cash provided by (used in) financing activities 1,268 (153,762 ) (5,615 ) — (158,109 ) Net change in cash and cash equivalents — 11,312 — — 11,312 Cash and cash equivalents, beginning of period — 12,254 — — 12,254 Cash and cash equivalents, end of period $ — $ 23,566 $ — $ — $ 23,566 Condensed Consolidated Statement of Operations for the year ended January 31, 2016 . (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 1,322,589 $ — $ — $ 1,322,589 Finance charges and other revenues — 201,494 89,095 — 290,589 Servicing fee revenue — 28,395 — (28,395 ) — Total revenues — 1,552,478 89,095 (28,395 ) 1,613,178 Costs and expenses: Cost of goods sold — 833,126 — — 833,126 Selling, general and administrative expense — 436,115 28,395 (28,395 ) 436,115 Provision for bad debts — 169,831 52,346 — 222,177 Charges and credits — 8,044 — — 8,044 Total costs and expenses — 1,447,116 80,741 (28,395 ) 1,499,462 Operating income — 105,362 8,354 — 113,716 (Income) loss from consolidated subsidiaries — — — — Interest expense 19,189 15,551 28,366 — 63,106 Loss on extinguishment of debt 483 884 — — 1,367 Income (loss) before income taxes (19,672 ) 88,927 (20,012 ) — 49,243 (Benefit) provision for income taxes (7,346 ) 33,207 (7,473 ) — 18,388 Net income (loss) (12,326 ) 55,720 (12,539 ) — 30,855 Income (loss) from consolidated subsidiaries 43,181 (12,539 ) — 30,642 — Consolidated net income (loss) $ 30,855 $ 43,181 $ (12,539 ) $ 30,642 $ 30,855 Condensed Consolidated Statement of Cash Flows for the year ended January 31, 2016 . (in thousands) Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 15,201 $ (651,895 ) $ 464,909 $ — $ (171,785 ) Cash flows from investing activities: Purchase of customer accounts receivables — — (1,076,106 ) 1,076,106 — Sale of customer accounts receivables — 1,076,106 — (1,076,106 ) — Purchase of property and equipment — (63,405 ) — — (63,405 ) Proceeds from sales of property — 5,647 — — 5,647 Net change in intercompany 160,739 — — (160,739 ) — Net cash provided by (used in) investing activities 160,739 1,018,348 (1,076,106 ) (160,739 ) (57,758 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 1,118,000 — 1,118,000 Payments on asset-backed notes — — (400,717 ) — (400,717 ) Changes in restricted cash balances — — (78,576 ) — (78,576 ) Borrowings from revolving credit facility — 606,288 — — 606,288 Payments on revolving credit facility — (805,193 ) — — (805,193 ) Repurchase of senior notes (22,965 ) — — — (22,965 ) Payment of debt issuance costs and amendment fees (3,847 ) (4,419 ) (27,510 ) — (35,776 ) Repurchases of common stock (151,781 ) — — — (151,781 ) Proceeds from stock issued under employee benefit plans 2,653 — — — 2,653 Net change in intercompany — (160,739 ) — 160,739 — Tax Payments associated with equity-based compensation transactions — (1,726 ) — — (1,726 ) Other — (633 ) — — (633 ) Net cash (used in) provided by financing activities (175,940 ) (366,422 ) 611,197 160,739 229,574 Net change in cash and cash equivalents — 31 — — 31 Cash and cash equivalents, beginning of period — 12,223 — — 12,223 Cash and cash equivalents, end of period $ — $ 12,254 $ — $ — $ 12,254 |