Guarantor Financial Information | Guarantor Financial Information Conn's, Inc. is a holding company with no independent assets or operations other than its investments in its subsidiaries. The Senior Notes, which were issued by Conn's, Inc., are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Guarantors. As of October 31, 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 Income, and Condensed Consolidated Statement of Cash Flows for Conn's, Inc. (the issuer of the Senior Notes), the Guarantors, and the Non-Guarantor Subsidiaries, together with certain eliminations. Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and operations. The consolidated financial information includes financial data for: (i) Conn’s, Inc. (on a parent-only basis), (ii) Guarantors, (iii) Non-Guarantor Subsidiaries, and (iv) the parent company and the subsidiaries on a consolidated basis at October 31, 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 October 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 3,492 $ — $ — $ 3,492 Restricted cash — 1,550 68,493 — 70,043 Customer accounts receivable, net of allowances — 257,915 372,481 — 630,396 Other accounts receivable — 63,752 — — 63,752 Inventories — 227,164 — — 227,164 Other current assets — 19,121 — (3,401 ) 15,720 Total current assets — 572,994 440,974 (3,401 ) 1,010,567 Investment in and advances to subsidiaries 790,746 139,723 — (930,469 ) — Long-term portion of customer accounts receivable, net of allowances — 327,663 326,657 — 654,320 Property and equipment, net — 146,326 — — 146,326 Deferred income taxes 23,157 — — — 23,157 Other assets — 6,642 — — 6,642 Total assets $ 813,903 $ 1,193,348 $ 767,631 $ (933,870 ) $ 1,841,012 Liabilities and Stockholders' Equity Current liabilities: Current maturities of capital lease obligations $ — $ 804 $ — $ — $ 804 Accounts payable — 110,359 — — 110,359 Accrued expenses 4,800 81,319 4,889 (3,401 ) 87,607 Other current liabilities — 14,334 7,872 — 22,206 Total current liabilities 4,800 206,816 12,761 (3,401 ) 220,976 Deferred rent — 90,410 — — 90,410 Long-term debt and capital lease obligations 222,069 86,944 611,353 — 920,366 Other long-term liabilities — 18,430 3,796 — 22,226 Total liabilities 226,869 402,600 627,910 (3,401 ) 1,253,978 Total stockholders' equity 587,034 790,746 139,723 (930,469 ) 587,034 Total liabilities and stockholders' equity $ 813,903 $ 1,193,346 $ 767,633 $ (933,870 ) $ 1,841,012 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 Income for the Three Months Ended October 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 283,874 $ — $ — $ 283,874 Finance charges and other revenues — 48,666 41,284 — 89,950 Servicing fee revenue — 12,226 — (12,226 ) — Total revenues — 344,766 41,284 (12,226 ) 373,824 Costs and expenses: Cost of goods sold — 166,886 — — 166,886 Selling, general and administrative expense — 118,234 12,372 (12,226 ) 118,380 Provision for bad debts — 7,715 39,833 — 47,548 Charges and credits — 5,537 — — 5,537 Total costs and expenses — 298,372 52,205 (12,226 ) 338,351 Operating income — 46,394 (10,921 ) — 35,473 Interest expense 4,448 2,106 8,544 — 15,098 Loss on extinguishment of debt — — — — — Income (loss) before income taxes (4,448 ) 44,288 (19,465 ) — 20,375 Provision (benefit) for income taxes (1,254 ) 12,487 (5,488 ) — 5,745 Net income (loss) (3,194 ) 31,801 (13,977 ) — 14,630 Income (loss) from consolidated subsidiaries 17,824 (13,977 ) — (3,847 ) — Consolidated net income (loss) $ 14,630 $ 17,824 $ (13,977 ) $ (3,847 ) $ 14,630 Condensed Consolidated Statement of Income for the Three Months Ended October 31, 2017 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 291,808 $ — $ — $ 291,808 Finance charges and other revenues — 45,228 36,136 — 81,364 Servicing fee revenue — 18,178 — (18,178 ) — Total revenues — 355,214 36,136 (18,178 ) 373,172 Costs and expenses: Cost of goods sold — 175,591 — — 175,591 Selling, general and administrative expense — 125,355 7,178 (18,178 ) 114,355 Provision for bad debts — 44,454 12,058 — 56,512 Charges and credits — 5,861 — — 5,861 Total costs and expenses — 351,261 19,236 (18,178 ) 352,319 Operating income — 3,953 16,900 — 20,853 Interest expense 4,443 4,979 8,673 — 18,095 Loss on extinguishment of debt — — 461 — 461 Income (loss) before income taxes (4,443 ) (1,026 ) 7,766 — 2,297 Provision (benefit) for income taxes (1,408 ) (324 ) 2,460 — 728 Net income (loss) (3,035 ) (702 ) 5,306 — 1,569 Income (loss) from consolidated subsidiaries 4,742 1,988 — (6,730 ) — Consolidated net income (loss) $ 1,707 $ 1,286 $ 5,306 $ (6,730 ) $ 1,569 Condensed Consolidated Statement of Income for the Nine Months Ended October 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 855,943 $ — $ — $ 855,943 Finance charges and other revenues — 150,974 109,914 — 260,888 Servicing fee revenue — 32,007 — (32,007 ) — Total revenues — 1,038,924 109,914 (32,007 ) 1,116,831 Costs and expenses: Cost of goods sold — 507,102 — — 507,102 Selling, general and administrative expense — 353,542 32,413 (32,007 ) 353,948 Provision for bad debts — 44,591 97,864 — 142,455 Charges and credits — 5,837 — — 5,837 Total costs and expenses — 911,072 130,277 (32,007 ) 1,009,342 Operating income (loss) — 127,852 (20,363 ) — 107,489 Interest expense 13,339 8,872 25,273 — 47,484 Loss on extinguishment of debt — 142 1,631 — 1,773 Income (loss) before income taxes (13,339 ) 118,838 (47,267 ) — 58,232 Provision (benefit) for income taxes (3,175 ) 28,284 (11,250 ) — 13,859 Net income (loss) (10,164 ) 90,554 (36,017 ) — 44,373 Income (loss) from consolidated subsidiaries 54,537 (36,017 ) — (18,520 ) — Consolidated net income (loss) $ 44,373 $ 54,537 $ (36,017 ) $ (18,520 ) $ 44,373 Condensed Consolidated Statement of Income for the Nine Months Ended October 31, 2017 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 857,506 $ — $ — $ 857,506 Finance charges and other revenues — 122,305 115,834 — 238,139 Servicing fee revenue — 46,010 — (46,010 ) — Total revenues — 1,025,821 115,834 (46,010 ) 1,095,645 Costs and expenses: Cost of goods sold — 519,847 — — 519,847 Selling, general and administrative expense — 343,043 35,491 (46,010 ) 332,524 Provision for bad debts — 64,438 97,453 — 161,891 Charges and credits — 11,156 — — 11,156 Total costs and expenses — 938,484 132,944 (46,010 ) 1,025,418 Operating income (loss) — 87,337 (17,110 ) — 70,227 Interest expense 13,329 7,501 41,312 — 62,142 Loss on extinguishment of debt — 349 2,558 — 2,907 Income (loss) before income taxes (13,329 ) 79,487 (60,980 ) — 5,178 Provision (benefit) for income taxes (4,934 ) 29,420 (22,570 ) — 1,916 Net income (loss) (8,395 ) 50,067 (38,410 ) — 3,262 Income (loss) from consolidated subsidiaries 11,657 (38,410 ) — 26,753 — Consolidated net income (loss) $ 3,262 $ 11,657 $ (38,410 ) $ 26,753 $ 3,262 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended October 31, 2018 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (1,055 ) $ 188,302 $ (5,153 ) $ — $ 182,094 Cash flows from investing activities: Purchase of customer accounts receivables — — (525,846 ) 525,846 — Sale of customer accounts receivables — — 525,846 (525,846 ) — Purchase of property and equipment — (22,609 ) — — (22,609 ) Net cash used in investing activities — (22,609 ) — — (22,609 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 358,300 — 358,300 Payments on asset-backed notes — (169,443 ) (450,231 ) — (619,674 ) Borrowings from Revolving Credit Facility — 1,266,333 — — 1,266,333 Payments on Revolving Credit Facility — (1,260,283 ) — — (1,260,283 ) Borrowings from warehouse facility — — 173,286 — 173,286 Payments of debt issuance costs and amendment fees — (3,226 ) (4,155 ) — (7,381 ) Payments on warehouse facility — — (88,876 ) — (88,876 ) Proceeds from stock issued under employee benefit plans 1,055 — — — 1,055 Tax payments associated with equity-based compensation transactions — (2,931 ) — — (2,931 ) Payments from extinguishment of debt — (1,177 ) — — (1,177 ) Other — (760 ) — — (760 ) Net cash provided by (used in) financing activities 1,055 (171,487 ) (11,676 ) — (182,108 ) Net change in cash, cash equivalents and restricted cash — (5,794 ) (16,829 ) — (22,623 ) Cash, cash equivalents and restricted cash, beginning of period — 10,836 85,322 — 96,158 Cash, cash equivalents and restricted cash, end of period $ — $ 5,042 $ 68,493 $ — $ 73,535 Condensed Consolidated Statement of Cash Flows for the Nine Months Ended October 31, 2017 : (in thousands) Conn's, Inc. Guarantors Non-guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (3,011 ) $ (636,406 ) $ 721,316 $ — $ 81,899 Cash flows from investing activities: Purchase of customer accounts receivables — — (544,833 ) 544,833 — Sale of customer accounts receivables — 544,833 — (544,833 ) — Purchase of property and equipment — (11,995 ) — — (11,995 ) Net cash provided by (used in) investing activities — 532,838 (544,833 ) — (11,995 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 469,814 — 469,814 Payments on asset-backed notes — (77,105 ) (737,463 ) — (814,568 ) Borrowings from Revolving Credit Facility — 1,257,052 — — 1,257,052 Payments on Revolving Credit Facility — (1,082,552 ) — — (1,082,552 ) Borrowings from warehouse facility — — 79,940 — 79,940 Payments of debt issuance costs and amendment fees — (2,865 ) (5,307 ) — (8,172 ) Payments on warehouse facility — — (23,066 ) — (23,066 ) Proceeds from stock issued under employee benefit plans 3,011 — — — 3,011 Tax payments associated with equity-based compensation transactions — (570 ) — — (570 ) Payments from extinguishment of debt — (837 ) — — (837 ) Other — (379 ) — — (379 ) Net cash provided by (used in) financing activities 3,011 92,744 (216,082 ) — (120,327 ) Net change in cash, cash equivalents and restricted cash — (10,824 ) (39,599 ) — (50,423 ) Cash, cash equivalents and restricted cash, beginning of period — 23,566 110,698 — 134,264 Cash, cash equivalents and restricted cash, end of period $ — $ 12,742 $ 71,099 $ — $ 83,841 |