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, 2019 and 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 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, 2019 and 2018 (after the elimination of intercompany balances and transactions). Consolidated Balance Sheets as of January 31, 2019 (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 5,912 $ — $ — $ 5,912 Restricted cash — 1,550 57,475 — 59,025 Customer accounts receivable, net of allowances — 328,705 324,064 — 652,769 Other accounts receivable — 67,078 — — 67,078 Inventories — 220,034 — — 220,034 Other current assets — 12,344 5,504 (8,272 ) 9,576 Total current assets — 635,623 387,043 (8,272 ) 1,014,394 Investment in and advances to subsidiaries 815,524 146,864 — (962,388 ) — Long-term portion of customer accounts receivable, net of allowance — 455,443 230,901 — 686,344 Property and equipment, net — 148,983 — — 148,983 Deferred income taxes 27,535 — — — 27,535 Other assets — 7,651 — — 7,651 Total assets $ 843,059 $ 1,394,564 $ 617,944 $ (970,660 ) $ 1,884,907 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and capital lease obligations $ — $ 474 $ 53,635 $ — $ 54,109 Accounts payable — 71,118 — — 71,118 Accrued expenses 686 88,478 3,939 (2,768 ) 90,335 Other current liabilities — 24,918 2,592 (5,504 ) 22,006 Total current liabilities 686 184,988 60,166 (8,272 ) 237,568 Deferred rent — 93,127 — — 93,127 Long-term debt and capital lease obligations 222,398 270,831 407,993 — 901,222 Other long-term liabilities — 30,094 2,921 — 33,015 Total liabilities 223,084 579,040 471,080 (8,272 ) 1,264,932 Total stockholders’ equity 619,975 815,524 146,864 (962,388 ) 619,975 Total liabilities and stockholders’ equity $ 843,059 $ 1,394,564 $ 617,944 $ (970,660 ) $ 1,884,907 Deferred income taxes related to tax attributes of the Guarantors and Non-Guarantor Subsidiaries are reflected under Conn’s, Inc. Consolidated Statements of Operations for the year ended January 31, 2019 (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 1,194,674 $ — $ — $ 1,194,674 Finance charges and other revenues — 193,583 161,556 — 355,139 Servicing fee revenue — 40,947 — (40,947 ) — Total revenues — 1,429,204 161,556 (40,947 ) 1,549,813 Costs and expenses: Cost of goods sold — 702,135 — — 702,135 Selling, general and administrative expense — 479,995 41,513 (40,947 ) 480,561 Provision for bad debts — 68,056 130,026 — 198,082 Charges and credits — 7,780 — — 7,780 Total costs and expenses — 1,257,966 171,539 (40,947 ) 1,388,558 Operating income (loss) — 171,238 (9,983 ) — 161,255 Interest expense 17,782 12,498 32,424 — 62,704 Loss on extinguishment of debt — 142 1,631 — 1,773 Income (loss) before income taxes (17,782 ) 158,598 (44,038 ) — 96,778 Provision (benefit) for income taxes (4,213 ) 37,577 (10,435 ) — 22,929 Net income (loss) (13,569 ) 121,021 (33,603 ) — 73,849 Income (loss) from consolidated subsidiaries 87,418 (33,603 ) — (53,815 ) — Consolidated net income (loss) $ 73,849 $ 87,418 $ (33,603 ) $ (53,815 ) $ 73,849 Consolidated Statements of Cash Flows for the year ended January 31, 2019 (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (1,237 ) $ 18,201 $ 134,837 $ — $ 151,801 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 — (32,814 ) — — (32,814 ) Net cash provided by (used in) investing activities — (32,814 ) — — (32,814 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 358,300 — 358,300 Payments on asset-backed notes — (169,443 ) (570,432 ) — (739,875 ) Borrowings from Revolving Credit Facility — 1,836,822 — — 1,836,822 Payments on Revolving Credit Facility — (1,647,322 ) — — (1,647,322 ) Borrowings from warehouse facility — — 173,286 — 173,286 Payments of debt issuance costs and amendment fees — (3,230 ) (4,188 ) — (7,418 ) Payments on warehouse facility — — (119,650 ) — (119,650 ) Proceeds from stock issued under employee benefit plans 1,237 — — — 1,237 Tax payments associated with equity-based compensation transactions — (3,342 ) — — (3,342 ) Payments from extinguishment of debt — (1,178 ) — — (1,178 ) Other — (1,068 ) — — (1,068 ) Net cash provided by (used in) financing activities 1,237 11,239 (162,684 ) — (150,208 ) Net change in cash, cash equivalents and restricted cash — (3,374 ) (27,847 ) — (31,221 ) Cash, cash equivalents and restricted cash, beginning of period — 10,836 85,322 — 96,158 Cash, cash equivalents and restricted cash, end of period $ — $ 7,462 $ 57,475 $ — $ 64,937 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 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 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 debt and 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 Consolidated Statement 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 Consolidated Statement 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 ) $ (925,182 ) $ 979,022 $ — $ 50,522 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 — (77,104 ) (922,923 ) — (1,000,027 ) Borrowings from Revolving Credit Facility — 1,717,012 — — 1,717,012 Payments on Revolving Credit Facility — (1,817,512 ) — — (1,817,512 ) Payments 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 ) Payments from extinguishment of debt — (836 ) — — (836 ) Other — (643 ) — — (643 ) Net cash provided by (used in) financing activities 3,318 (183,533 ) 108,505 — (71,710 ) Net change in cash, cash equivalents and restricted cash — (12,730 ) (25,376 ) — (38,106 ) Cash, cash equivalents and restricted cash, beginning of period — 23,566 110,698 — 134,264 Cash, cash equivalents and restricted cash, end of period $ — $ 10,836 $ 85,322 $ — $ 96,158 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 ) 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 ) Borrowings from Revolving Credit Facility — 724,697 — — 724,697 Payments on Revolving Credit Facility — (876,404 ) — — (876,404 ) Payments 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 ) 26,507 — (125,987 ) Net change in cash, cash equivalents and restricted cash — 11,312 32,122 — 43,434 Cash, cash equivalents and restricted cash, beginning of period — 12,254 78,576 — 90,830 Cash, cash equivalents and restricted cash, end of period $ — $ 23,566 $ 110,698 $ — $ 134,264 |