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 July 31, 2018 and January 31, 2018 the direct or indirect subsidiaries of Conn's, Inc. that were not Guarantors (the “Non-Guarantor Subsidiaries”) were the VIEs and minor subsidiaries. There are no restrictions under the Indenture on the ability of any of the Guarantors to transfer funds to Conn's, Inc. in the form of dividends or distributions. The following financial information presents the Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Operations, and Condensed Consolidated Statement of Cash Flows for Conn's, Inc. (the issuer of the Senior Notes), the Guarantors, and the Non-Guarantor Subsidiaries, together with certain eliminations. Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and operations. The 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 July 31, 2018 and January 31, 2018 (after the elimination of intercompany balances and transactions). Condensed Consolidated Net Income is the same as Condensed Consolidated Comprehensive Income for the periods presented. Condensed Consolidated Balance Sheet as of July 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 4,435 $ — $ — $ 4,435 Restricted cash — 1,550 50,107 — 51,657 Customer accounts receivable, net of allowances — 351,382 270,627 — 622,009 Other accounts receivable — 87,797 — — 87,797 Inventories — 195,728 — — 195,728 Other current assets — 16,961 4,528 (6,954 ) 14,535 Total current assets — 657,853 325,262 (6,954 ) 976,161 Investment in and advances to subsidiaries 768,987 106,377 — (875,364 ) — Long-term portion of customer accounts receivable, net of allowances — 427,480 220,014 — 647,494 Property and equipment, net — 142,631 — — 142,631 Deferred income taxes 23,086 — — — 23,086 Other assets — 7,129 — — 7,129 Total assets $ 792,073 $ 1,341,470 $ 545,276 $ (882,318 ) $ 1,796,501 Liabilities and Stockholders' Equity Current liabilities: Current maturities of capital lease obligations $ — $ 1,149 $ — $ — $ 1,149 Accounts payable — 85,001 — — 85,001 Accrued expenses 686 91,385 3,425 (2,426 ) 93,070 Other current liabilities — 24,585 2,706 (4,528 ) 22,763 Total current liabilities 686 202,120 6,131 (6,954 ) 201,983 Deferred rent — 85,255 — — 85,255 Long-term debt and capital lease obligations 221,740 264,978 429,363 — 916,081 Other long-term liabilities — 20,130 3,405 — 23,535 Total liabilities 222,426 572,483 438,899 (6,954 ) 1,226,854 Total stockholders' equity 569,647 768,987 106,377 (875,364 ) 569,647 Total liabilities and stockholders' equity $ 792,073 $ 1,341,470 $ 545,276 $ (882,318 ) $ 1,796,501 Deferred income taxes related to tax attributes of the Guarantor Subsidiaries and Non-Guarantor Subsidiaries are reflected under Conn's, Inc. Condensed Consolidated Balance Sheet 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 allowances — 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 allowances — 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 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 Guarantor Subsidiaries and Non-Guarantor Subsidiaries are reflected under Conn's, Inc. Condensed Consolidated Statement of Operations for the Three Months Ended July 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 296,313 $ — $ — $ 296,313 Finance charges and other revenues — 56,653 31,654 — 88,307 Servicing fee revenue — 3,035 — (3,035 ) — Total revenues — 356,001 31,654 (3,035 ) 384,620 Costs and expenses: Cost of goods sold — 173,627 — — 173,627 Selling, general and administrative expense — 115,515 8,210 (3,035 ) 120,690 Provision for bad debts — 29,868 20,883 — 50,751 Charges and credits — 300 — — 300 Total costs and expenses — 319,310 29,093 (3,035 ) 345,368 Operating income — 36,691 2,561 — 39,252 Interest expense 4,448 3,733 7,385 — 15,566 Loss on extinguishment of debt — 142 1,225 — 1,367 Income (loss) before income taxes (4,448 ) 32,816 (6,049 ) — 22,319 Provision (benefit) for income taxes (1,058 ) 7,805 (1,439 ) — 5,308 Net income (loss) (3,390 ) 25,011 (4,610 ) — 17,011 Income (loss) from consolidated subsidiaries 20,401 (4,610 ) — (15,791 ) — Consolidated net income (loss) $ 17,011 $ 20,401 $ (4,610 ) $ (15,791 ) $ 17,011 Condensed Consolidated Statement of Operations for the Three Months Ended July 31, 2017 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 286,413 $ — $ — $ 286,413 Finance charges and other revenues — 40,279 39,955 — 80,234 Servicing fee revenue — 12,648 — (12,648 ) — Total revenues — 339,340 39,955 (12,648 ) 366,647 Costs and expenses: Cost of goods sold — 172,306 — — 172,306 Selling, general and administrative expense — 111,455 12,825 (12,648 ) 111,632 Provision for bad debts — 25,418 24,031 — 49,449 Charges and credits — 4,068 — — 4,068 Total costs and expenses — 313,247 36,856 (12,648 ) 337,455 Operating income — 26,093 3,099 — 29,192 Interest expense 4,443 743 14,853 — 20,039 Loss on extinguishment of debt — — 2,097 — 2,097 Income (loss) before income taxes (4,443 ) 25,350 (13,851 ) — 7,056 Provision (benefit) for income taxes (1,752 ) 9,998 (5,463 ) — 2,783 Net income (loss) (2,691 ) 15,352 (8,388 ) — 4,273 Income (loss) from consolidated subsidiaries 6,964 (8,388 ) — 1,424 — Consolidated net income (loss) $ 4,273 $ 6,964 $ (8,388 ) $ 1,424 $ 4,273 Condensed Consolidated Statement of Operations for the Six Months Ended July 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 572,069 $ — $ — $ 572,069 Finance charges and other revenues — 102,308 68,630 — 170,938 Servicing fee revenue — 19,781 — (19,781 ) — Total revenues — 694,158 68,630 (19,781 ) 743,007 Costs and expenses: Cost of goods sold — 340,216 — — 340,216 Selling, general and administrative expense — 235,308 20,041 (19,781 ) 235,568 Provision for bad debts — 36,876 58,031 — 94,907 Charges and credits — 300 — — 300 Total costs and expenses — 612,700 78,072 (19,781 ) 670,991 Operating income (loss) — 81,458 (9,442 ) — 72,016 Interest expense 8,891 6,766 16,729 — 32,386 Loss on extinguishment of debt — 142 1,631 — 1,773 Income (loss) before income taxes (8,891 ) 74,550 (27,802 ) — 37,857 Provision (benefit) for income taxes (1,906 ) 15,979 (5,959 ) — 8,114 Net income (loss) (6,985 ) 58,571 (21,843 ) — 29,743 Income (loss) from consolidated subsidiaries 36,728 (21,843 ) — (14,885 ) — Consolidated net income (loss) $ 29,743 $ 36,728 $ (21,843 ) $ (14,885 ) $ 29,743 Condensed Consolidated Statement of Operations for the Six Months Ended July 31, 2017 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 565,698 $ — $ — $ 565,698 Finance charges and other revenues — 77,077 79,698 — 156,775 Servicing fee revenue — 27,832 — (27,832 ) — Total revenues — 670,607 79,698 (27,832 ) 722,473 Costs and expenses: Cost of goods sold — 344,256 — — 344,256 Selling, general and administrative expense — 217,688 28,313 (27,832 ) 218,169 Provision for bad debts — 19,985 85,394 — 105,379 Charges and credits — 5,295 — — 5,295 Total costs and expenses — 587,224 113,707 (27,832 ) 673,099 Operating income (loss) — 83,383 (34,009 ) — 49,374 Interest expense 8,886 2,521 32,640 — 44,047 Loss on extinguishment of debt — 349 2,097 — 2,446 Income (loss) before income taxes (8,886 ) 80,513 (68,746 ) — 2,881 Provision (benefit) for income taxes (3,664 ) 33,200 (28,348 ) — 1,188 Net income (loss) (5,222 ) 47,313 (40,398 ) — 1,693 Income (loss) from consolidated subsidiaries 6,915 (40,398 ) — 33,483 — Consolidated net income (loss) $ 1,693 $ 6,915 $ (40,398 ) $ 33,483 $ 1,693 Condensed Consolidated Statement of Cash Flows for the Six Months Ended July 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (834 ) $ (33 ) $ 156,519 $ — $ 155,652 Cash flows from investing activities: Purchase of customer accounts receivables — — (170,144 ) 170,144 — Sale of customer accounts receivables — — 170,144 (170,144 ) — Purchase of property and equipment — (12,166 ) — — (12,166 ) Net cash used in investing activities — (12,166 ) — — (12,166 ) Cash flows from financing activities: Payments on asset-backed notes — (169,803 ) (312,080 ) — (481,883 ) Borrowings from Revolving Credit Facility — 839,236 — — 839,236 Payments on Revolving Credit Facility — (655,036 ) — — (655,036 ) Borrowings from warehouse facility — — 173,286 — 173,286 Payments of debt issuance costs and amendment fees — (2,825 ) (714 ) — (3,539 ) Payments on warehouse facility — — (52,226 ) — (52,226 ) Proceeds from stock issued under employee benefit plans 834 — — — 834 Tax payments associated with equity- based compensation transactions — (2,516 ) — — (2,516 ) Payments from extinguishment of debt — (1,177 ) — — (1,177 ) Other — (531 ) — — (531 ) Net cash provided by (used in) financing activities 834 7,348 (191,734 ) — (183,552 ) Net change in cash, cash equivalents and restricted cash — (4,851 ) (35,215 ) — (40,066 ) Cash, cash equivalents and restricted cash, beginning of period — 10,836 85,322 — 96,158 Cash, cash equivalents and restricted cash, end of period $ — $ 5,985 $ 50,107 $ — $ 56,092 Condensed Consolidated Statement of Cash Flows for the Six Months Ended July 31, 2017 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (1,905 ) $ (388,785 ) $ 481,231 $ — $ 90,541 Cash flows from investing activities: Purchase of customer accounts receivables — — (466,056 ) 466,056 — Sale of customer accounts receivables — 466,056 — (466,056 ) — Purchase of property and equipment — (6,135 ) — — (6,135 ) Net cash provided by (used in) investing activities — 459,921 (466,056 ) — (6,135 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 469,814 — 469,814 Payments on asset-backed notes — (78,779 ) (504,520 ) — (583,299 ) Borrowings from Revolving Credit Facility — 844,941 — — 844,941 Payments on Revolving Credit Facility — (822,441 ) — — (822,441 ) Payments of debt issuance costs and amendment fees — (2,864 ) (4,731 ) — (7,595 ) Proceeds from stock issued under employee benefit plans 1,905 — — — 1,905 Tax payments associated with equity-based compensation transactions — (298 ) — — (298 ) Other — (243 ) — — (243 ) Net cash provided by (used in) financing activities 1,905 (59,684 ) (39,437 ) — (97,216 ) Net change in cash, cash equivalents and restricted cash — 11,452 (24,262 ) — (12,810 ) Cash, cash equivalents and restricted cash, beginning of period — 23,566 110,698 — 134,264 Cash, cash equivalents and restricted cash, end of period $ — $ 35,018 $ 86,436 $ — $ 121,454 |